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发表于 2008-11-29 16:58
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下面是BMO的:
' m0 H. Q& g) p2 F( lSUMMARY OF THE OFFERING
" H/ y, \. P) kThis 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’’.
, ^( l6 B- [. W- g1 y; AIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18./ |1 G" A# Z* ?+ E* K# `1 ^
Amount: $150,000,000 (6,000,000 shares).
; I% y( o& ~ WPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
) U/ C% \2 B& ^' lPrincipal Characteristics of the Preferred Shares Series 18: y- i/ \9 M4 V7 C4 y
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
0 l4 C" R- m# d, Z2 D2 z1 t/ ~non-cumulative preferential cash dividends, as and when declared by the, p1 m. I* |/ _+ ?
Board of Directors, subject to the provisions of the Bank Act, for the initial
+ ~' \8 i+ q( s$ z: \! s& Y4 |period commencing on the closing date and ending on and including
" }3 b5 z" J+ [/ NFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the- X, I O/ ]4 ?, |" q
25th day of February, May, August and November in each year, at a rate
' U. P/ E# D( g- l" `( @) ]equal to $0.40625 per share. The initial dividend, if declared, will be payable, p1 I" L$ ^( }# r% C) P4 p+ |
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
$ Y/ }! P" {) G: U" Ldate of December 11, 2008./ R$ q" I$ Z2 r$ K
For each five-year period after the Initial Fixed Rate Period (each, a
4 p& `: _1 x3 D‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
0 j& u) u" W$ @% `$ w! TSeries 18 will be entitled to receive fixed non-cumulative preferential cash2 E$ t7 V6 g: Q8 p+ i% ]: P1 f
dividends, as and when declared by the Board of Directors, subject to the
) k% g. i. ~+ w5 `/ Gprovisions of the Bank Act, payable quarterly on the 25th day of February,
/ `4 o% [1 O, S+ c# `May, August and November in each year, in the amount per share per annum
o2 u4 X" F' R/ Y6 T# I2 Zdetermined by multiplying the Annual Fixed Dividend Rate applicable to6 s$ M8 X" D) q+ g7 v; z. i- d( e
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
5 r c( z: D& B3 n% }- @# Y: IRate for the ensuing Subsequent Fixed Rate Period will be determined by the
5 E/ Y/ ~% |: |4 `Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
$ n5 ]# p: W8 O3 x* }. l5 cof such Subsequent Fixed Rate Period and will be equal to the sum of the+ B' S* M6 V3 J! H
Government of Canada Yield on the applicable Fixed Rate Calculation Date( b0 d2 c8 {9 {' \* g* q+ c" {
plus 3.83%.
6 G6 F, G; s1 n% K# B; A; PIf the Board of Directors does not declare a dividend, or any part thereof, on
5 E/ q5 m) b! B+ Q$ Xthe Preferred Shares Series 18 on or before the dividend payment date for a
* b4 p7 D9 U+ E' cparticular quarter, then the entitlement of the holders of the Preferred
0 t( F6 |3 n) a% E* JShares Series 18 to receive such dividend, or to any part thereof, for such
* q7 Y, G- ]% equarter will be forever extinguished.+ T& ^: l9 v/ f/ ]
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
& b6 g, K1 Z4 z/ \0 k$ u% X1 pSuperintendent and to the provisions described below under ‘‘Details of the$ V. C- X/ z* i8 m* M8 t! p+ |
Offering — Certain Provisions of the Preferred Shares Series 18 as a
" {( R4 x9 ]6 Y: x+ ^9 gSeries — Restrictions on Dividends and Retirement of Shares’’, on
( @/ ~. c0 U Z/ Z8 {February 25, 2014 and on February 25 every five years thereafter, on not: ]1 w3 L" Q. l/ S p4 a
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
' L/ Y6 J) ^" k3 A0 G+ g: Y. opart of the then outstanding Preferred Shares Series 18, at the Bank’s option! b4 N7 E ~- ] Y, g% @ C
without the consent of the holder, by the payment of an amount in cash for! a4 [. \2 ?% M* w8 c4 }& H
each such share so redeemed of $25.00 together with all declared and unpaid1 _1 L8 s; i: t& c* f
dividends to the date fixed for redemption. U$ B. ~3 B) e/ @* i: g; d
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic" Q6 N: j# b% a: v+ k
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have3 P( _& K$ N6 X7 ?; S$ L# D9 {
the right, at their option, to convert, on February 25, 2014 and on+ U' J5 A' `& P1 y k
S-4( z8 P3 R. G# {+ E3 y! c
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any& L) G4 i! x! @# g; Q2 e
or all of their Preferred Shares Series 18 into an equal number of Preferred1 I! k9 x6 O# }8 l. a/ V
Shares Series 19 upon giving to the Bank notice thereof not earlier than0 x# f% k. F5 k% X% y3 y
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
3 x" G& R, |8 C0 Ipreceding, a Series 18 Conversion Date.7 y6 U; ]6 p& h. s S5 Q
Automatic Conversion If the Bank determines, after having taken into account all shares tendered" r2 N5 A6 r- F8 G: m* c# f" H
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares. W7 C. z5 {8 `9 S# ?9 }
Series 19, as the case may be, that there would be outstanding on such
6 t# U$ V" Q% \0 |. j% nSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,- d7 K* [6 w, J* H0 s, m$ y
such remaining number of Preferred Shares Series 18 will automatically be5 U0 w# u w* M9 o/ L4 ^4 L
converted on such Series 18 Conversion Date into an equal number of! M T4 ^7 D$ t6 t' G' W
Preferred Shares Series 19. Additionally, if the Bank determines that, after
" d/ W+ R3 t7 D K8 m8 T yconversion, there would be outstanding on such Series 18 Conversion Date
3 N5 K# [3 b/ O. ~4 m! t D# t8 wless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares/ f! r& a: I- q# E; Q% H
Series 18 will be converted into Preferred Shares Series 19.% F- c8 H' v, s. {' G
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares8 E1 @1 X0 ?) }+ b: e0 F
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
1 E# L' `" K; ^% q9 X: s( W% hany meeting of the shareholders of the Bank unless and until the first time at
( n* O' w g7 l: }! z* nwhich the Board of Directors has not declared the whole dividend on the, |3 z T) b/ M2 z
Preferred Shares Series 18 in any quarter. In that event, subject as
' j T- l/ ~" \( t- Whereinafter provided, the holders of Preferred Shares Series 18 will be
4 U: y# p+ b( ?4 K4 X0 f' gentitled to receive notice of, and to attend, meetings of shareholders at which# W: Y; j, I/ A9 T! |" Z& S: X
directors of the Bank are to be elected and will be entitled to one vote for
# g$ A+ x9 n. x c% F; l: e% aeach Preferred Share Series 18 held. The voting rights of the holders of the
g6 `8 m5 N t, O9 l) x: vPreferred Shares Series 18 will forthwith cease upon payment by the Bank of8 ]: F `, Y6 o, r" |+ F
the first dividend on the Preferred Shares Series 18 to which the holders are1 \* X6 @4 d: k
entitled thereunder subsequent to the time such voting rights first arose until
% t+ C ]0 s8 m: S) psuch time as the Bank may again fail to declare the whole dividend on the
' b3 T# a3 u; WPreferred Shares Series 18 in respect of any quarter, in which event such& a6 d7 o1 ^7 U3 p- l
voting rights will become effective again and so on from time to time.5 t$ Q0 t2 \# k7 J- p C
Principal Characteristics of the Preferred Shares Series 19
3 ]( P* s+ V; P: X7 WDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
5 h5 h/ [7 G3 [' k) y0 Qfloating rate non-cumulative preferential cash dividends, as and when
; D% V; q9 n' d7 O# {/ a4 Udeclared by the Board of Directors, subject to the provisions of the Bank Act,6 h6 }; ?# j) t
payable quarterly on the 25th day of February, May, August and November% T' z+ X, ]" o& W; c3 i
in each year, in the amount per share determined by multiplying the
9 U0 J) K$ b" F; j% happlicable Quarterly Floating Dividend Rate by $25.00./ j5 J; [+ s) e* \" r- h9 K
On the 30th day prior to the commencement of the initial quarterly dividend: M+ C# z' m% Q
period beginning on February 25, 2014, and on the 30th day prior to the first% L' O1 S* P2 G2 Z$ y x( E
day of each subsequent quarterly dividend period (the initial quarterly& x- H# i& g0 Z8 x0 L" d
dividend period and each subsequent quarterly dividend period is referred to, W7 B Q0 s: ]8 j
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the1 e# m. E, r! c( N
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate8 }: o- f" \9 E# M! Z
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the: J- i9 x5 H: A9 s! o
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days1 [# Q c5 X4 A# T5 y2 a. t y
elapsed in the applicable Quarterly Floating Rate Period divided by 365)' M6 t/ K" J3 A/ f
determined on the 30th day prior to the first day of the applicable Quarterly
3 X+ r+ a/ f9 P, r( x7 [4 `Floating Rate Period.1 D2 [* W: {4 X
S-5
& I( ?' p: n) ]; ?) ]; Q HIf the Board of Directors does not declare a dividend, or any part thereof, on4 }+ o+ V. N W" K! v
the Preferred Shares Series 19 on or before the dividend payment date for a1 s) I# H! L/ W# i) f
particular quarter, then the entitlement of the holders of the Preferred% W; V) J0 t6 C M2 u0 k! s+ H1 W6 @# w
Shares Series 19 to receive such dividend, or to any part thereof, for such
' K2 l+ t k1 Fquarter will be forever extinguished.( @9 ~1 n; R% n: N" E
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
; |7 G* C1 {5 X/ J# \Superintendent and to the provisions described below under the heading
" Z+ Y O* D, {‘‘Details of the Offering — Certain Provisions of the Preferred Shares
8 |( H5 ^) u8 o& x' XSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,+ J; O! f) q% Y& _; Y
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
$ r* y# ~# d4 Z( d! b! J' r* Mor any part of the then outstanding Preferred Shares Series 19, at the Bank’s- R/ y$ Q2 m' s& ?
option without the consent of the holder, by the payment of an amount in) y8 p/ N( j0 J) _ u
cash for each such share so redeemed of (i) $25.00 together with all declared
; l0 j6 `0 m- l3 ]' b+ c1 D4 ~" Aand unpaid dividends to the date fixed for redemption in the case of) x* X: M ]# q
redemptions on February 25, 2019 and on February 25 every five years# W* g4 T9 q, r3 w. ^
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
7 g$ Z6 B' J9 ~! a0 r; Fthe date fixed for redemption in the case of redemptions on any other date7 V! _# F4 [7 W' a
on or after February 25, 2014.
7 D' ?1 v1 N w9 h pConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
+ T/ l/ h4 T JShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
9 U7 l3 _- Y' `; n' j7 V% _the right, at their option, to convert, on February 25, 2019 and on' A4 g' ~( D d0 m
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
9 O1 H. {( j% E; ^9 E/ ror all of their Preferred Shares Series 19 into an equal number of Preferred
+ J/ ~" l( D |2 V [2 D4 u) VShares Series 18 upon giving to the Bank written notice thereof not earlier6 H9 V3 d1 ]) e% J8 N# v
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
9 ~) ~" A) I& L+ t15th day preceding, a Series 19 Conversion Date. L4 P! |. T! x
Automatic Conversion If the Bank determines, after having taken into account all shares tendered3 q9 L# O# C+ G8 b
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares9 e! I' u3 U" W* n+ U$ e v1 R: D
Series 18, as the case may be, that there would be outstanding on such
0 G% y& f) Q6 O9 p% X9 s) Z5 U' O( QSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
& g u- L/ S2 i% {" y+ }- b Ssuch remaining number of Preferred Shares Series 19 will automatically be
" ], u, N% a& Gconverted on such Series 19 Conversion Date into an equal number of. }/ m' |3 g, X7 G" z/ B1 Q
Preferred Shares Series 18. Additionally, if the Bank determines that, after
- H' J% A2 f; Q/ a& Nconversion, there would be outstanding on such Series 19 Conversion Date( O+ s, G* V9 r9 ~& F5 @
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
# C# p) o, W$ }0 M9 N5 t. f; n, cSeries 19 will be converted into Preferred Shares Series 18.
# r7 U. ]% i+ y4 x# }" i3 U( _5 cVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares, |7 e6 } g0 D7 j3 A# g
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
: N. D0 S1 t& a( k# g6 cany meeting of the shareholders of the Bank unless and until the first time at
- J3 A! u" [3 |which the Board of Directors has not declared the whole dividend on the0 o! ^: Z/ i* F' L) I! Y6 B- o( O
Preferred Shares Series 19 in any quarter. In that event, subject as, s6 T2 L* n/ r; @0 K$ }5 {1 J
hereinafter provided, the holders of Preferred Shares Series 19 will be8 `/ O/ ]/ x; V; b
entitled to receive notice of, and to attend, meetings of shareholders at which
' x4 q$ P! \. @) x8 M9 ^4 Zdirectors of the Bank are to be elected and will be entitled to one vote for( h' e% w) l( i; o% P6 K7 R
each Preferred Share Series 19 held. The voting rights of the holders of the2 t( B2 x1 m$ n8 B- E, p
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
) S6 b4 ~5 ^7 a! M/ ethe first dividend on the Preferred Shares Series 19 to which the holders are
& u, e1 b" N; W2 C! \2 Oentitled thereunder subsequent to the time such voting rights first arose until
4 `; N! f* R; f i' e, Qsuch time as the Bank may again fail to declare the whole dividend on the- W; T& `7 n- p! L. ]2 F8 }5 W
Preferred Shares Series 19 in respect of any quarter, in which event such1 j! o: F! S# M2 Z/ `
voting rights will become effective again and so on from time to time. v, P& C3 _6 @2 J& V
S-6
0 V+ q# E( t; Z* c+ N% q: |7 ZPriority: The preferred shares of each series of the Bank will rank on a parity with) D: i+ m* p( x4 {6 @" q
every other series and are entitled to preference over the common shares of
% w5 v0 S6 p' {3 A6 n: _! ~the Bank and over any other shares of the Bank ranking junior to the
- q( Q& l5 o6 ], spreferred shares with respect to the payment of dividends and upon any
% x0 P, w" P+ z7 }4 G% Z: @. X6 mdistribution of assets in the event of the liquidation, dissolution or" g, A% b4 ^9 n( n! j' V& d
winding-up of the Bank.
. \+ D0 m# o* O5 OTax on Preferred Share The Bank will elect, in the manner and within the time provided under! z* q5 ^8 O- m3 B9 {8 G; r
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares; s" P; A4 ]9 T' B! Z3 q$ W. F
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
1 Z$ d/ i, s, W$ Mdividends received on such shares under Part IV.1 of such Act. |
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