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发表于 2008-11-29 16:58
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下面是BMO的:
0 I7 w& a7 s/ R+ Y5 S5 S3 m7 N9 b& z1 QSUMMARY OF THE OFFERING5 i" Q9 S" U1 e+ }( @
This 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’’.4 {+ O) J; i! d4 Y/ {
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
3 J6 o; D2 C* K D( N8 iAmount: $150,000,000 (6,000,000 shares).! C, o0 S' m! [5 H4 K! ~- c/ V0 T
Price and Yield: $25.00 per share to yield initially 6.50% per annum.' O, U B: @" w+ _7 j. ^
Principal Characteristics of the Preferred Shares Series 18
& \$ n3 j$ `4 kDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed" M: l* R+ e% Y! O4 X! K, e& |& K
non-cumulative preferential cash dividends, as and when declared by the
' h5 {1 n2 l# }4 {" _3 V1 NBoard of Directors, subject to the provisions of the Bank Act, for the initial
1 s& I+ p4 T6 N" uperiod commencing on the closing date and ending on and including. f) t0 q, i4 ]
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
' N0 ^$ h7 e; s0 r( M# K3 ]/ c25th day of February, May, August and November in each year, at a rate% I |* Q3 G( i7 q' H2 Z; M, r
equal to $0.40625 per share. The initial dividend, if declared, will be payable
; c; x' d: I. K+ N) MMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
% i4 q# G) I: q; d- V# z* ^date of December 11, 2008.
" B0 F2 h; G, `- U$ u9 S+ vFor each five-year period after the Initial Fixed Rate Period (each, a
7 I! v0 P" W" d: z* Q$ H5 [$ J6 Z‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
6 b% U$ ^6 Y, mSeries 18 will be entitled to receive fixed non-cumulative preferential cash
* Y* m9 r% o/ Y0 M) \dividends, as and when declared by the Board of Directors, subject to the5 s, Q% Y+ I/ j: H3 G( e8 V$ r
provisions of the Bank Act, payable quarterly on the 25th day of February,: H- m$ M4 |7 d& M6 D
May, August and November in each year, in the amount per share per annum7 v. `0 Q4 R* b4 v$ i9 o* X
determined by multiplying the Annual Fixed Dividend Rate applicable to- d7 J K5 P1 G( k: K
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend7 B) J5 W/ h' a" Z& j. h c
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
& V* `; I$ e4 ^2 B' ]4 \Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
6 g h( T& i& u3 M2 w! Tof such Subsequent Fixed Rate Period and will be equal to the sum of the
4 N8 s7 C; `3 @$ Q1 c* @% @Government of Canada Yield on the applicable Fixed Rate Calculation Date# }7 d2 e& L& x2 V5 Y9 g; E" V
plus 3.83%.
3 a+ k# m" [. X: R. Z* k# U2 {; XIf the Board of Directors does not declare a dividend, or any part thereof, on
5 L# B$ ]0 B/ \) m& Gthe Preferred Shares Series 18 on or before the dividend payment date for a
! n* {# K9 B: |5 Yparticular quarter, then the entitlement of the holders of the Preferred+ c( Y: W6 w: t9 X: Q
Shares Series 18 to receive such dividend, or to any part thereof, for such
3 {, l& Y% I- W( e/ Qquarter will be forever extinguished.
: N/ ^& j7 U. O6 GRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
. ]: j- ~/ M; E! Q- F9 ]/ ESuperintendent and to the provisions described below under ‘‘Details of the
) J. b0 t. X$ R9 N) l4 Q1 @8 T/ fOffering — Certain Provisions of the Preferred Shares Series 18 as a. {9 @9 D% L. z ?
Series — Restrictions on Dividends and Retirement of Shares’’, on' h# f! T) |* h* z0 n1 f' D
February 25, 2014 and on February 25 every five years thereafter, on not: E. G9 i2 z* e4 V$ I! [
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
& |( b4 h9 S- |: [5 m+ Bpart of the then outstanding Preferred Shares Series 18, at the Bank’s option H, F' g! w) {3 s$ D# h P
without the consent of the holder, by the payment of an amount in cash for( S9 N2 x% u7 v, U
each such share so redeemed of $25.00 together with all declared and unpaid0 z% H$ ]! f2 d- L, C& P9 F4 r
dividends to the date fixed for redemption.' l; X9 g( U; G- Y) p( O$ n
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic2 f2 \: F1 d6 |1 d9 l7 C& c
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
3 ~5 ^: \2 [- _6 N- Wthe right, at their option, to convert, on February 25, 2014 and on
; \6 F5 A* e& Q) R0 ^+ nS-4
; s( s1 \5 a, o C+ FFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any. Q: l( W' O' r; T: v, _
or all of their Preferred Shares Series 18 into an equal number of Preferred
# d) U6 i: o1 N) }' }Shares Series 19 upon giving to the Bank notice thereof not earlier than
3 o- f9 ?6 M/ D2 P- g! N30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
/ @2 r% w4 z K8 m! Lpreceding, a Series 18 Conversion Date.
' H x, K+ w) R1 N+ R9 ~: XAutomatic Conversion If the Bank determines, after having taken into account all shares tendered4 c, ~* l4 c6 r, J) \" n. ?+ X' }
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
% |' i5 H9 k3 JSeries 19, as the case may be, that there would be outstanding on such
- @! Q* ?# T) cSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
$ I0 \6 q3 {/ P8 Z9 _such remaining number of Preferred Shares Series 18 will automatically be* ~# C# i, K; N7 _" d
converted on such Series 18 Conversion Date into an equal number of
# \9 p4 G, Q/ _" ZPreferred Shares Series 19. Additionally, if the Bank determines that, after( o* R% ~3 }9 X# e4 u
conversion, there would be outstanding on such Series 18 Conversion Date' h* c( R- C8 f& M; O
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares% E- P/ k }7 w0 j! L+ W
Series 18 will be converted into Preferred Shares Series 19." Z# F0 d5 H2 g/ ?% r2 Q( j0 G s
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares, F1 {. K' S7 l4 V3 C' E$ c) V
Series 18 will not be entitled as such to receive notice of, attend, or vote at,3 j/ w2 h$ g! i2 E5 Y
any meeting of the shareholders of the Bank unless and until the first time at
" ?" O1 m2 M) o8 F0 L9 p" uwhich the Board of Directors has not declared the whole dividend on the3 L* ]% x5 Z4 ]/ c3 b U
Preferred Shares Series 18 in any quarter. In that event, subject as
! |+ I1 J4 R" L6 V- yhereinafter provided, the holders of Preferred Shares Series 18 will be6 I; o# J4 G! |
entitled to receive notice of, and to attend, meetings of shareholders at which# }9 J; x7 q* \7 q
directors of the Bank are to be elected and will be entitled to one vote for
d. q2 Q5 }8 V# I# H0 Yeach Preferred Share Series 18 held. The voting rights of the holders of the3 k$ A# U" [) R7 @1 n2 e
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
/ r( ?1 x/ }) R* cthe first dividend on the Preferred Shares Series 18 to which the holders are
6 o$ Q' e6 Q, [! u6 m1 ?entitled thereunder subsequent to the time such voting rights first arose until
( Y; F5 @! X) a+ tsuch time as the Bank may again fail to declare the whole dividend on the; y5 j& i8 E t3 P, p* [
Preferred Shares Series 18 in respect of any quarter, in which event such
v% l- c: t8 I# x! U% B7 Rvoting rights will become effective again and so on from time to time.
/ b2 Z8 X" B/ k5 w# U; T9 gPrincipal Characteristics of the Preferred Shares Series 19
( ?5 d8 C' ^: i$ V2 p X9 F; U! d Y; p2 eDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
7 _; B1 v+ L6 ~floating rate non-cumulative preferential cash dividends, as and when
" N$ x* _. v. ~; X% E7 @declared by the Board of Directors, subject to the provisions of the Bank Act,
4 ^* Y# d- E6 e& c. Z, T" qpayable quarterly on the 25th day of February, May, August and November
1 Z) B& K5 @0 m9 J) E D8 t1 B& {( Ein each year, in the amount per share determined by multiplying the* _+ {2 H. D8 L/ Q G# V
applicable Quarterly Floating Dividend Rate by $25.00.4 _- e K4 @2 S- p
On the 30th day prior to the commencement of the initial quarterly dividend6 U% s+ r: \- d- O# }" T: @ D
period beginning on February 25, 2014, and on the 30th day prior to the first8 Y( t* x, g, B" T
day of each subsequent quarterly dividend period (the initial quarterly$ U; Q I4 E, h7 n
dividend period and each subsequent quarterly dividend period is referred to8 Y5 _+ U5 {& b1 E& ?8 O0 g$ g9 j
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the/ }7 f/ i) U4 y, y/ \
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate" A6 P7 H! F# ]( @! I$ t$ Z: m; J
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the g( i c& S o' T `
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days* H" G$ E! p- \
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
# c7 i, O) D/ u8 i: s7 {determined on the 30th day prior to the first day of the applicable Quarterly5 I' `( p7 } {0 E! s: {- ?
Floating Rate Period.9 K8 G1 I, {! N* j3 M6 x" J8 n' n
S-5
5 k. m% c( ~! \ c& yIf the Board of Directors does not declare a dividend, or any part thereof, on
8 \+ M, a4 a' D; D- @9 t+ I+ H* Xthe Preferred Shares Series 19 on or before the dividend payment date for a4 O$ C8 V5 t2 W" U& O' p
particular quarter, then the entitlement of the holders of the Preferred
' }+ g9 h9 h: q8 m- p( L8 WShares Series 19 to receive such dividend, or to any part thereof, for such
- ~% l) m% R' i2 Aquarter will be forever extinguished.
! S( {& x0 Y PRedemption: Subject to the provisions of the Bank Act and to the prior consent of the9 ]1 Z" V+ x: N m: |" o+ T
Superintendent and to the provisions described below under the heading
/ y/ q7 [! N% s" f# W9 K1 S‘‘Details of the Offering — Certain Provisions of the Preferred Shares
* n+ q/ m7 F! E! ]; C$ {Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,1 p$ r3 i2 E% r" z
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
: C% \) q5 e# P/ E" S, _5 Q3 nor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
! F( P4 n8 V% d& I4 ^3 hoption without the consent of the holder, by the payment of an amount in
9 H% I* }2 v# L- lcash for each such share so redeemed of (i) $25.00 together with all declared
C7 O$ Q' A: V3 t0 |! Tand unpaid dividends to the date fixed for redemption in the case of j" h' N [$ L5 _2 V
redemptions on February 25, 2019 and on February 25 every five years
; q( @+ A3 A# X+ e$ x. W! nthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
2 J! ^( ?$ r$ R% f3 qthe date fixed for redemption in the case of redemptions on any other date) W, V, e, ]0 w% A7 E+ l. {
on or after February 25, 2014. I1 B% |4 W8 J6 A
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic) Q/ w/ m6 T7 } ?
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
* r& D0 E; K- B5 ^4 J! k8 kthe right, at their option, to convert, on February 25, 2019 and on, Z+ C$ @1 F! _) ~
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any' J+ o$ h, i5 n/ j
or all of their Preferred Shares Series 19 into an equal number of Preferred/ ?5 x7 J. Q4 j; G' I
Shares Series 18 upon giving to the Bank written notice thereof not earlier9 h0 L; L/ B1 T: ?
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
& l' S9 F8 H6 w+ O6 n15th day preceding, a Series 19 Conversion Date.
+ N' U$ Q. ^& m3 }9 L) l0 ]Automatic Conversion If the Bank determines, after having taken into account all shares tendered! F7 J. C1 L9 M- S* \6 g+ O: W
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
0 l& [. J" ~# ~& m" hSeries 18, as the case may be, that there would be outstanding on such! B5 X1 p- i% p2 @- A
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
) t$ d3 T' P4 Gsuch remaining number of Preferred Shares Series 19 will automatically be% D- q$ f' B/ |8 w- l, w
converted on such Series 19 Conversion Date into an equal number of+ O/ g0 k% a& ?7 m' e' \6 l
Preferred Shares Series 18. Additionally, if the Bank determines that, after! \. a, v9 i! ^) d+ i
conversion, there would be outstanding on such Series 19 Conversion Date
8 v- W9 L% o, \- \5 Cless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares/ @& Y, X/ B$ [
Series 19 will be converted into Preferred Shares Series 18.0 `$ j- [/ q) `$ p. {- R% o; e
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares( w4 N+ M% H, O% z" Y- F" \
Series 19 will not be entitled as such to receive notice of, attend, or vote at,) f+ x' `& C8 |* z* b4 m! B
any meeting of the shareholders of the Bank unless and until the first time at
" v t6 t3 ]) v% H9 @which the Board of Directors has not declared the whole dividend on the
9 d( n/ ^4 R$ x3 N* h$ T+ j. VPreferred Shares Series 19 in any quarter. In that event, subject as
7 A( \ V0 K: o3 V3 q6 R3 |hereinafter provided, the holders of Preferred Shares Series 19 will be
6 g% H% u$ D4 I% \( N1 [4 Y: \entitled to receive notice of, and to attend, meetings of shareholders at which9 X0 y1 \5 y- Z4 t" ]! m& W+ C6 h
directors of the Bank are to be elected and will be entitled to one vote for
6 I( g! g9 U1 [+ ?+ T/ Zeach Preferred Share Series 19 held. The voting rights of the holders of the
6 M/ {- B" X) n G6 HPreferred Shares Series 19 will forthwith cease upon payment by the Bank of( E2 u2 u4 L# G
the first dividend on the Preferred Shares Series 19 to which the holders are4 ?* d8 M3 T/ {# O7 Y: c/ n/ g
entitled thereunder subsequent to the time such voting rights first arose until
1 \2 X7 o& o5 r1 B8 ?+ V$ Wsuch time as the Bank may again fail to declare the whole dividend on the
1 n& n" O% i# O8 IPreferred Shares Series 19 in respect of any quarter, in which event such+ n3 V4 C# _' o2 S6 M2 Z& P* Y; I
voting rights will become effective again and so on from time to time.( z( ~4 X2 I' _5 M2 R& D
S-68 v! A, t7 t+ T8 _8 y: O. q
Priority: The preferred shares of each series of the Bank will rank on a parity with3 q# ?; R0 ?5 \8 S) _
every other series and are entitled to preference over the common shares of: A& X5 M/ n/ k. E
the Bank and over any other shares of the Bank ranking junior to the
( p+ r- R. y) J3 {% T, L& U& qpreferred shares with respect to the payment of dividends and upon any! Z0 M& E' J0 g! `4 m
distribution of assets in the event of the liquidation, dissolution or" J4 s1 Q w6 v+ l
winding-up of the Bank.0 Q8 k+ X2 x' [( V9 C3 u9 |
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
( ~$ B) V/ }! X- f7 D% ODividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
' l( X/ z( F* KSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
2 ^! ?! A. W( u' Z: j+ I$ [' I8 @& Ddividends received on such shares under Part IV.1 of such Act. |
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