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发表于 2008-11-29 16:58
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下面是BMO的:
3 I b2 \4 u: b m4 ?; {/ @" B3 RSUMMARY OF THE OFFERING
9 _4 w) J: G6 `. V: Y0 e5 j3 TThis summary is qualified by the detailed information appearing elsewhere in this short form prospectus. For adefinition of certain terms used in this summary, refer to ‘‘Details of the Offering’’.
- P9 l: @% Q+ T h" R( yIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
( o# Z& }' `- z0 P; z' ]! E* HAmount: $150,000,000 (6,000,000 shares).
" N8 J( [3 `' k" EPrice and Yield: $25.00 per share to yield initially 6.50% per annum.* O% l" E1 [) I- e4 B* i
Principal Characteristics of the Preferred Shares Series 18+ ^6 W, b. w7 `, Z/ }
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed4 Y1 U/ N9 F# D3 J
non-cumulative preferential cash dividends, as and when declared by the
2 k, i0 A4 ?0 K" ^# ]0 RBoard of Directors, subject to the provisions of the Bank Act, for the initial4 \3 F* J" i( Q% Y7 Y; I8 \
period commencing on the closing date and ending on and including5 @: }+ x' ~3 R: b4 ~" x
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
0 s$ W! m& |: B% w8 ^: N25th day of February, May, August and November in each year, at a rate) A/ v( b* L# ]: z& h, `+ r
equal to $0.40625 per share. The initial dividend, if declared, will be payable
- c/ i- F- d* k; ]3 GMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing5 Y( D" E4 H) _: [# H% e
date of December 11, 2008.; S, t! e5 D1 u/ v
For each five-year period after the Initial Fixed Rate Period (each, a
5 b, P& G. p9 ^* j‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares' h) E! [# b7 l( o
Series 18 will be entitled to receive fixed non-cumulative preferential cash' l% d! o' i9 u
dividends, as and when declared by the Board of Directors, subject to the
/ N Y9 k' ?' N7 kprovisions of the Bank Act, payable quarterly on the 25th day of February,
# o: m4 S! y- i0 h GMay, August and November in each year, in the amount per share per annum3 F, l* W; W- V% X. B; _
determined by multiplying the Annual Fixed Dividend Rate applicable to
8 {3 R, T- x8 J# ysuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend& [' ?- H' s+ e# E/ W4 @
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the, R" @" | E( Z5 i, ~6 R( J
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
, ~- o( F _* `& `" tof such Subsequent Fixed Rate Period and will be equal to the sum of the" M( s9 ?7 z3 T! b2 r# ?+ n2 v
Government of Canada Yield on the applicable Fixed Rate Calculation Date: g* ~* w$ t3 e3 I
plus 3.83%.. \0 ?* b; x2 f( R( [" s L: F
If the Board of Directors does not declare a dividend, or any part thereof, on
3 e3 e5 m5 H& r* M3 Jthe Preferred Shares Series 18 on or before the dividend payment date for a) L) ]' Q, `" Q2 h
particular quarter, then the entitlement of the holders of the Preferred. x" `5 }* \; O/ P; F/ e# L. |. a3 K; L
Shares Series 18 to receive such dividend, or to any part thereof, for such, i* z* D& S7 [6 R0 y* D4 Q
quarter will be forever extinguished.
8 i/ @4 q& h/ D+ w: IRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
5 u, A8 _+ k% ?% p2 FSuperintendent and to the provisions described below under ‘‘Details of the
9 T: E. T- T. x2 a0 i BOffering — Certain Provisions of the Preferred Shares Series 18 as a, s6 ^2 I% v, H% G' a
Series — Restrictions on Dividends and Retirement of Shares’’, on
1 s% b/ ^3 q6 M) w! U6 T8 dFebruary 25, 2014 and on February 25 every five years thereafter, on not
5 C6 ?9 d9 \+ Tmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
) ]1 _$ V3 }/ n* I* @- Fpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
3 c+ N8 q1 Q7 B& X, uwithout the consent of the holder, by the payment of an amount in cash for
" z* d5 c9 B% ?3 U4 S5 Zeach such share so redeemed of $25.00 together with all declared and unpaid
" p& r' I- X* A1 Sdividends to the date fixed for redemption.0 ], ~" L7 y2 K, w1 Z! v/ F# }8 x
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
$ x2 f6 L. A: P/ `" I: sShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
' v2 H7 W6 d; G/ l" S: d" r: Pthe right, at their option, to convert, on February 25, 2014 and on- P* ], i& x- }4 @' i" f% T$ M2 O: U/ C
S-42 l0 Y. _7 A. e7 U& n ?; F6 I
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
5 d7 Q( T1 {" P! v6 K# ^3 Zor all of their Preferred Shares Series 18 into an equal number of Preferred8 q, u5 d' ?! p
Shares Series 19 upon giving to the Bank notice thereof not earlier than' \* E: X$ M5 N% M9 R( ~+ r
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
6 [3 s- W+ B. E J; q. spreceding, a Series 18 Conversion Date.5 W% i0 l2 }$ J: G1 a- k, }2 P
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
" P4 p& F7 `$ a2 t9 l- vProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
! h' F' K, Z) I5 l; XSeries 19, as the case may be, that there would be outstanding on such3 A2 M/ T4 X" W1 {1 Y0 y y
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
" w! ?' z; v! A ~1 m; f4 Usuch remaining number of Preferred Shares Series 18 will automatically be! g. {1 H+ `' v+ n6 m; o8 E& S
converted on such Series 18 Conversion Date into an equal number of0 [, e w2 h4 q3 k. b4 g
Preferred Shares Series 19. Additionally, if the Bank determines that, after
Q7 }! Y( w1 M1 kconversion, there would be outstanding on such Series 18 Conversion Date6 P$ G e6 H* |5 G
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares% i) G$ r! a! M
Series 18 will be converted into Preferred Shares Series 19." S ]' X: m% C* ]2 j6 q
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares# B8 E, {9 ` d0 E3 w
Series 18 will not be entitled as such to receive notice of, attend, or vote at,3 C+ a2 y7 J" J1 R( u
any meeting of the shareholders of the Bank unless and until the first time at
; i, a2 ?. A3 d3 e6 U p k6 d# _which the Board of Directors has not declared the whole dividend on the
' t5 `4 ~8 A# ~2 e) f" l) Z4 lPreferred Shares Series 18 in any quarter. In that event, subject as
) Q- a9 F6 g& w/ r7 ?hereinafter provided, the holders of Preferred Shares Series 18 will be6 y9 X d: }! A
entitled to receive notice of, and to attend, meetings of shareholders at which
. _/ e: W1 [$ ^" c+ L3 Ldirectors of the Bank are to be elected and will be entitled to one vote for
7 n# z, C& x8 [) i5 K0 reach Preferred Share Series 18 held. The voting rights of the holders of the G Y3 w6 B" n
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of! l) Q) p Y" b7 l; K0 A! H/ b5 M
the first dividend on the Preferred Shares Series 18 to which the holders are
. j1 O, y r8 v1 q: |& x9 Wentitled thereunder subsequent to the time such voting rights first arose until
( E& t/ u" U& [8 h7 v% m, tsuch time as the Bank may again fail to declare the whole dividend on the
# ~5 m/ d6 ~* Y& \ gPreferred Shares Series 18 in respect of any quarter, in which event such
7 n: F; D; ^+ r. tvoting rights will become effective again and so on from time to time.. m# x' Z' t2 Y6 I- O4 }1 S' D
Principal Characteristics of the Preferred Shares Series 19
2 u M! F; H# G. h: S _Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive2 S0 ^4 e. r8 \3 J' f) @
floating rate non-cumulative preferential cash dividends, as and when5 `& \7 h. k( Q) k& f) @8 `- n
declared by the Board of Directors, subject to the provisions of the Bank Act,; b) b* i: ^8 P6 g7 n8 [
payable quarterly on the 25th day of February, May, August and November9 c3 h% f1 I; E" p9 n7 m: g7 T
in each year, in the amount per share determined by multiplying the
3 _) @! N3 I" ?applicable Quarterly Floating Dividend Rate by $25.00.
" _! j/ T7 X) Y" w9 w; yOn the 30th day prior to the commencement of the initial quarterly dividend; q0 Q/ r, v- a
period beginning on February 25, 2014, and on the 30th day prior to the first
7 k# f) r: V; Y- A5 o0 bday of each subsequent quarterly dividend period (the initial quarterly
6 U7 X0 \* j, z4 d) v, @dividend period and each subsequent quarterly dividend period is referred to1 \- E E/ B$ B1 }/ S
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
3 m3 w) k7 V- B) KQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
& l. W3 }& |% S& ? k4 D3 UPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
: A& Q* d( Q) a4 ZT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days4 D3 h Z1 w3 m& Z/ u) s5 J
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
F6 ?5 X: q4 J" w0 S( Fdetermined on the 30th day prior to the first day of the applicable Quarterly
$ d: A! M! N0 A' ?# D7 bFloating Rate Period.
, o/ C8 x/ Q! E. U( \6 BS-5$ T. m6 R% b$ [2 Z3 H* _
If the Board of Directors does not declare a dividend, or any part thereof, on- x; V7 Z6 Q6 m! z3 y; n
the Preferred Shares Series 19 on or before the dividend payment date for a1 v4 o9 t" S9 z6 P9 M5 f! m
particular quarter, then the entitlement of the holders of the Preferred
- h8 l, T: @* p7 Z# z7 q5 HShares Series 19 to receive such dividend, or to any part thereof, for such7 e* t& W8 |. \2 e/ M& U
quarter will be forever extinguished.9 ?. |6 K. X) ?$ Y! m1 ]
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
& N6 |$ c' c0 B* u5 vSuperintendent and to the provisions described below under the heading
* R3 F6 E: A# L; N: N‘‘Details of the Offering — Certain Provisions of the Preferred Shares/ w$ _# A0 O- E2 w' ], u
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,3 D P, z/ ~: p* }4 `
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all& I9 T" t- B7 \6 N. k- D# X
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s0 Z% B$ J2 b* U7 i: j- b0 w
option without the consent of the holder, by the payment of an amount in- g) F P, c" ^* `0 y
cash for each such share so redeemed of (i) $25.00 together with all declared$ n2 ]7 f+ I- z" r: u2 D
and unpaid dividends to the date fixed for redemption in the case of9 x( J& k7 [ s1 t
redemptions on February 25, 2019 and on February 25 every five years9 s4 J, u% ?7 X6 h. f6 F
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
5 N' V' [+ ?. ^- ~. t% |the date fixed for redemption in the case of redemptions on any other date
9 S8 H+ R# G# d0 k+ \on or after February 25, 2014.
; L) _: N! L0 T% sConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic4 n8 q2 ?2 {4 y3 I/ O2 N1 S
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have8 v) \5 v/ ^9 i; `7 U
the right, at their option, to convert, on February 25, 2019 and on- X" P: |) d. }# w
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
1 E5 N& |0 O6 y, U9 s0 ?or all of their Preferred Shares Series 19 into an equal number of Preferred/ N" T* l5 s$ _ _# T% q
Shares Series 18 upon giving to the Bank written notice thereof not earlier
1 P. Z; g. ^7 k2 |than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
5 o$ }0 _& J- V15th day preceding, a Series 19 Conversion Date.
7 m$ A3 B+ s* A/ U9 tAutomatic Conversion If the Bank determines, after having taken into account all shares tendered+ l# \* w C. L" R( g
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares) z3 j n$ M) w9 ]' S
Series 18, as the case may be, that there would be outstanding on such i7 x( |1 U: ?: F, f! V
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
9 [$ V( c# N/ O$ P; rsuch remaining number of Preferred Shares Series 19 will automatically be
3 M/ I% F8 }. |! G# `1 n5 H* kconverted on such Series 19 Conversion Date into an equal number of
$ J7 P1 l% z) i. {' u1 c; l& C! kPreferred Shares Series 18. Additionally, if the Bank determines that, after' l! ]7 z: O- O' R
conversion, there would be outstanding on such Series 19 Conversion Date9 |( u# S# a# K0 w( g: @
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares7 K, O9 d @& U1 m- g; E
Series 19 will be converted into Preferred Shares Series 18.$ N, ^6 Q8 r* |# S
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares$ ]9 u" I' V: l6 G8 G3 w
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
# q( L3 s7 W" Qany meeting of the shareholders of the Bank unless and until the first time at
$ g) K) x7 z" U8 N r- hwhich the Board of Directors has not declared the whole dividend on the
. B2 i5 H% i. |Preferred Shares Series 19 in any quarter. In that event, subject as8 n3 |9 N' E D0 j# ]/ f
hereinafter provided, the holders of Preferred Shares Series 19 will be
5 w0 ^% p( u7 e5 ]2 L: nentitled to receive notice of, and to attend, meetings of shareholders at which
- ], R9 h8 T# N: i. m0 qdirectors of the Bank are to be elected and will be entitled to one vote for
* m# ?" M' n5 A# a1 m: X$ c8 jeach Preferred Share Series 19 held. The voting rights of the holders of the- v# D: k8 R8 @3 x0 _& q
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of0 p) U6 h8 ]7 o+ z$ d1 Y. Y
the first dividend on the Preferred Shares Series 19 to which the holders are( Y/ l- b% f1 t! f
entitled thereunder subsequent to the time such voting rights first arose until9 O/ w7 s( k, X9 Z
such time as the Bank may again fail to declare the whole dividend on the/ ^- x# s5 g6 p3 O6 U
Preferred Shares Series 19 in respect of any quarter, in which event such
: J9 R) W D$ d: a: P1 Z) G {voting rights will become effective again and so on from time to time.; k& ?1 G* u. \9 M
S-6" `' S& Q. J+ ^) X5 _
Priority: The preferred shares of each series of the Bank will rank on a parity with
; c5 I* W6 I8 O: }+ bevery other series and are entitled to preference over the common shares of
7 h$ a% B4 ?$ w" r# n2 [the Bank and over any other shares of the Bank ranking junior to the! N/ K2 |# {' H
preferred shares with respect to the payment of dividends and upon any
% y( G$ s9 s8 \1 E, n7 Adistribution of assets in the event of the liquidation, dissolution or/ [" Z5 O* M% ?: w% V- w/ P8 Z7 u
winding-up of the Bank.. H' u! D9 p% C j. [& w
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under4 ?2 \1 e# V1 q4 T0 S8 C
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares( r% n, u' V8 Z: @; R1 y
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
4 ~$ `: W* B5 P9 U- Y5 Adividends received on such shares under Part IV.1 of such Act. |
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