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发表于 2008-11-29 16:58
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下面是BMO的:6 \: f4 t5 K }
SUMMARY OF THE OFFERING
4 p {$ d; w5 U: MThis 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’’.
$ D6 C+ m* L9 o; KIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.0 Z: x7 B" F& C: p+ x
Amount: $150,000,000 (6,000,000 shares).' N* y4 ~1 S5 a2 H4 f% S1 P8 _
Price and Yield: $25.00 per share to yield initially 6.50% per annum.5 I9 k! t2 b r" V5 V9 {2 O0 ?
Principal Characteristics of the Preferred Shares Series 189 Q1 T: W1 F$ _" B8 p
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed/ {) c* c" W5 D% i \
non-cumulative preferential cash dividends, as and when declared by the
1 y+ i6 m9 N4 PBoard of Directors, subject to the provisions of the Bank Act, for the initial
: p8 q1 ^' y5 m, W: R6 _/ Y! {2 lperiod commencing on the closing date and ending on and including( {$ K* l# s0 S1 F; l+ O- V
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
1 A* z5 } L$ r( K25th day of February, May, August and November in each year, at a rate) c2 q! ]( t' x$ j; r1 n
equal to $0.40625 per share. The initial dividend, if declared, will be payable
A3 F7 Q6 ~2 u) w0 d8 b& iMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing/ n8 I9 y; s, h T7 Q8 y- N& ]) h
date of December 11, 2008., b5 J9 c3 L0 [: g8 S
For each five-year period after the Initial Fixed Rate Period (each, a+ {+ c/ ]9 `$ ^3 X7 A! C4 x: }
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
+ _+ d3 |3 f1 C8 B. \2 i7 S9 m& E1 C- wSeries 18 will be entitled to receive fixed non-cumulative preferential cash
f/ e" G, m- c! |: i" I, o2 Xdividends, as and when declared by the Board of Directors, subject to the7 {' x0 h& B% k. t8 K
provisions of the Bank Act, payable quarterly on the 25th day of February,& S! ~% C9 a* a! w* }9 @
May, August and November in each year, in the amount per share per annum3 E4 M$ c% N6 i. j2 x2 r" n1 O6 T
determined by multiplying the Annual Fixed Dividend Rate applicable to
; J. Z0 S, O$ L7 o# o* Wsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend5 L+ C( ]) k8 u2 O
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the/ U9 l7 B6 ?: i
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day; T( K8 ]9 t% e
of such Subsequent Fixed Rate Period and will be equal to the sum of the
# ?* G) C% ^; K' U9 j/ pGovernment of Canada Yield on the applicable Fixed Rate Calculation Date$ F* s" A" O5 X/ ]1 }' a/ e" a' t
plus 3.83%.
s9 y8 u; a2 Y! y$ AIf the Board of Directors does not declare a dividend, or any part thereof, on
. u6 J( @$ ~8 u2 ]' kthe Preferred Shares Series 18 on or before the dividend payment date for a
& z) \( f% a }9 K* wparticular quarter, then the entitlement of the holders of the Preferred
% D* I: T; ^+ E& x' K* b% ~Shares Series 18 to receive such dividend, or to any part thereof, for such4 [* h6 u1 x% g
quarter will be forever extinguished.
) D& ^7 s1 x4 r3 C" z" VRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
2 M6 N) r& I. z) C' m7 gSuperintendent and to the provisions described below under ‘‘Details of the6 B g/ C }- q" }/ ]
Offering — Certain Provisions of the Preferred Shares Series 18 as a; w4 ~( L7 Q* I) c5 q
Series — Restrictions on Dividends and Retirement of Shares’’, on2 n' z; S5 |1 E% c$ a8 L$ O3 _
February 25, 2014 and on February 25 every five years thereafter, on not% m' }: T& A* R; V% k) o
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
0 s8 ?2 H9 _9 ?6 `& r9 ^part of the then outstanding Preferred Shares Series 18, at the Bank’s option
& }& m+ F" n* t; Awithout the consent of the holder, by the payment of an amount in cash for
; D6 i" H$ c- i" ~each such share so redeemed of $25.00 together with all declared and unpaid7 U% s5 Z/ p4 {* z3 G5 [
dividends to the date fixed for redemption.
- I2 ?4 d) G6 q+ bConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
/ e7 M8 K1 H# BShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
I( ]& E. a0 _. S; z% fthe right, at their option, to convert, on February 25, 2014 and on) V$ c+ p q$ g# @7 b# D
S-4( d/ C# ]5 q. [
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
. o; s- {# q: M" Kor all of their Preferred Shares Series 18 into an equal number of Preferred$ {" G" [4 R) z6 R4 X* t' L
Shares Series 19 upon giving to the Bank notice thereof not earlier than
* z8 Z I9 \* ^8 l- K0 Y( w# n30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
8 V6 P/ @" [5 _preceding, a Series 18 Conversion Date.6 ^% r6 S* A0 X, v* o. d. S% c
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
, x: o1 M( k2 u& j: f+ w5 J/ BProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares+ t; \& @/ |' f5 R6 F
Series 19, as the case may be, that there would be outstanding on such
" @8 h2 b( B0 X- q* O1 aSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,& O% V2 `$ B8 m
such remaining number of Preferred Shares Series 18 will automatically be
8 A/ d A5 n5 d0 N6 T1 \ pconverted on such Series 18 Conversion Date into an equal number of
, p4 H9 i/ i( D7 s+ F2 F: iPreferred Shares Series 19. Additionally, if the Bank determines that, after; w: ^3 I5 P' D; X
conversion, there would be outstanding on such Series 18 Conversion Date
L! Z3 z) m* m9 p3 b7 T3 Z! Kless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares4 T/ n$ E' \* k) T2 k8 L
Series 18 will be converted into Preferred Shares Series 19.; `8 C& s9 }! A$ y* i
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares/ U- W) j. ~ i
Series 18 will not be entitled as such to receive notice of, attend, or vote at,6 ^ E: R; w. t k9 V& a- q
any meeting of the shareholders of the Bank unless and until the first time at4 i* e5 h8 q _- C1 }
which the Board of Directors has not declared the whole dividend on the6 a4 U" I7 m* N' t+ N' h0 m7 E7 o6 Q
Preferred Shares Series 18 in any quarter. In that event, subject as7 C# w7 c: }! S& @
hereinafter provided, the holders of Preferred Shares Series 18 will be7 B: O( D l; X$ W% } p# y" }2 m
entitled to receive notice of, and to attend, meetings of shareholders at which+ G9 T( e$ j0 |5 y/ }
directors of the Bank are to be elected and will be entitled to one vote for/ V# x- o9 O# B
each Preferred Share Series 18 held. The voting rights of the holders of the% u( r$ z2 H) a' L+ C0 N0 c: b
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
+ I' E, j" O: C A8 d, Ethe first dividend on the Preferred Shares Series 18 to which the holders are! }, `6 q+ Y% A& m0 x- F& [& q0 M
entitled thereunder subsequent to the time such voting rights first arose until% A% J6 J" ^" N0 p
such time as the Bank may again fail to declare the whole dividend on the; U7 T& j7 T1 {5 k: f: _) c$ R
Preferred Shares Series 18 in respect of any quarter, in which event such
2 X" a: h/ S! Qvoting rights will become effective again and so on from time to time.
0 }* T! ~$ q& HPrincipal Characteristics of the Preferred Shares Series 19
8 H- m' a( M- Q$ ^Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive+ B4 P, }0 u2 ?4 }; [
floating rate non-cumulative preferential cash dividends, as and when$ V" V( z$ g* K; U7 S& Y5 t
declared by the Board of Directors, subject to the provisions of the Bank Act,0 K. H$ a: a& [, V
payable quarterly on the 25th day of February, May, August and November
/ G g( m) c r6 T% y8 hin each year, in the amount per share determined by multiplying the
% o! N$ @, |2 M6 `applicable Quarterly Floating Dividend Rate by $25.00.
) f& Q/ _# ~+ X8 f' m. O c4 L* FOn the 30th day prior to the commencement of the initial quarterly dividend# l* N0 w' r! z3 ?4 l3 b( q
period beginning on February 25, 2014, and on the 30th day prior to the first6 z8 a4 o5 C" X+ C
day of each subsequent quarterly dividend period (the initial quarterly
- L6 U/ n. D1 V$ o1 qdividend period and each subsequent quarterly dividend period is referred to* Q" S2 o3 D9 {$ E
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
1 C2 {4 w, n/ i5 r( SQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
* t: `$ i3 _1 B$ k! A8 @Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
3 |! H' E) `9 W' T# HT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
/ X7 w* L% |6 `$ j# G# |elapsed in the applicable Quarterly Floating Rate Period divided by 365)5 ]* k$ _* d+ k/ Y( ^9 `
determined on the 30th day prior to the first day of the applicable Quarterly" g5 N5 X/ n' ~+ V
Floating Rate Period.
2 g! M1 \0 i6 _; GS-5
- t! g$ Y1 K- pIf the Board of Directors does not declare a dividend, or any part thereof, on
; G9 y3 a/ m% Z' |the Preferred Shares Series 19 on or before the dividend payment date for a
$ j3 ~+ j* M6 k$ y; _3 n iparticular quarter, then the entitlement of the holders of the Preferred; \' N3 l+ V/ M' U# \1 W. J& N
Shares Series 19 to receive such dividend, or to any part thereof, for such
+ G# ~! ~, _ q0 ]: I& [quarter will be forever extinguished.
' w2 k% I1 f, Z. B! iRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
. f6 s0 i5 _6 e0 |+ X9 cSuperintendent and to the provisions described below under the heading5 C' R6 H8 T- f7 V
‘‘Details of the Offering — Certain Provisions of the Preferred Shares( n+ F1 G L! R+ r
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,' F' N: E6 k$ x% ^. d
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
) F: Q3 d# i8 Jor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
0 A' X0 e+ ^4 B/ joption without the consent of the holder, by the payment of an amount in
" v5 @0 n9 x6 dcash for each such share so redeemed of (i) $25.00 together with all declared
( x8 m4 E$ |, j) h3 Aand unpaid dividends to the date fixed for redemption in the case of& {& B& I: W; O: m: z
redemptions on February 25, 2019 and on February 25 every five years
( q5 p$ z: V& E% y: Xthereafter, or (ii) $25.50 together with all declared and unpaid dividends to5 c2 G; N5 }1 k* O" c
the date fixed for redemption in the case of redemptions on any other date
! ^$ j* A2 ?" X) X& G+ q, son or after February 25, 2014.
6 W: v. {3 U2 F6 P& U, E. ] KConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic6 T$ Y" I1 F! [" X7 M
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have8 D( z/ n& Q6 g: z0 i3 c" M
the right, at their option, to convert, on February 25, 2019 and on! x& U) B7 c3 H6 C7 H
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
# [; G4 X1 U% |or all of their Preferred Shares Series 19 into an equal number of Preferred0 z8 `$ q* j+ S' p4 I9 j2 u( N8 D1 I
Shares Series 18 upon giving to the Bank written notice thereof not earlier! a) [! ?, v; d6 t& D, T& x& Q
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
$ J% g' C7 p- f/ @8 c15th day preceding, a Series 19 Conversion Date.0 Z3 v* j6 n" O. A
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
5 ^7 a1 f8 d$ X2 H, ?" JProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
! E9 ^9 h* i) u, C% \9 D, [4 M; R2 VSeries 18, as the case may be, that there would be outstanding on such; u3 Z. U, }( W- J, j, _1 d
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,! s$ s* V6 f5 I* C6 d
such remaining number of Preferred Shares Series 19 will automatically be `/ H& j* g( D3 D/ p4 V
converted on such Series 19 Conversion Date into an equal number of' a0 X4 E$ a$ e0 U% t
Preferred Shares Series 18. Additionally, if the Bank determines that, after
6 d$ h5 x1 m1 [6 w( e+ A' F: ^conversion, there would be outstanding on such Series 19 Conversion Date- Y, u8 K. s5 H/ g
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares+ O" M+ l4 `$ G' P8 y
Series 19 will be converted into Preferred Shares Series 18., E. X g8 @! R" q: ~4 p
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares7 [; S" @% c& E8 X
Series 19 will not be entitled as such to receive notice of, attend, or vote at,+ M d) G. g8 Y' Z
any meeting of the shareholders of the Bank unless and until the first time at
% i0 k b+ Q$ K; k4 @( H. Xwhich the Board of Directors has not declared the whole dividend on the
/ p5 R E$ {- u% o# F1 j/ lPreferred Shares Series 19 in any quarter. In that event, subject as
O1 O4 ~& W9 x+ Z* chereinafter provided, the holders of Preferred Shares Series 19 will be
- ^" k* |& y$ l: h, `entitled to receive notice of, and to attend, meetings of shareholders at which
8 d# F2 m7 m4 | ^2 ydirectors of the Bank are to be elected and will be entitled to one vote for, a( M) p* O) t7 x/ m
each Preferred Share Series 19 held. The voting rights of the holders of the4 p: B: z# q3 J
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
! ?3 i+ m/ Y- \. Ythe first dividend on the Preferred Shares Series 19 to which the holders are
8 Q1 H+ E- v( W( }2 O9 ^7 \entitled thereunder subsequent to the time such voting rights first arose until
. ~" S! }& P5 h b7 wsuch time as the Bank may again fail to declare the whole dividend on the
( c6 c% e K- F3 V/ }) a' E/ M8 gPreferred Shares Series 19 in respect of any quarter, in which event such/ N8 @' w/ f: K9 j
voting rights will become effective again and so on from time to time.
, l6 \2 |/ ^6 uS-6( Z4 L: T2 w$ X; o W u, g
Priority: The preferred shares of each series of the Bank will rank on a parity with
$ P- ^* [4 B( j6 pevery other series and are entitled to preference over the common shares of
6 B; _4 R3 O$ P6 e/ Rthe Bank and over any other shares of the Bank ranking junior to the
* ]+ S% [$ h, k! ppreferred shares with respect to the payment of dividends and upon any; a* d* J& n4 p7 B' s
distribution of assets in the event of the liquidation, dissolution or
) G1 S. |( w# k' zwinding-up of the Bank.; p( e5 x! v4 u8 [8 o4 W* k
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under& _; b4 \$ C1 R: B
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares, [+ w& x. K% V, Y$ U" s3 y( U: u
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
* d6 b A4 e5 i. Q# pdividends received on such shares under Part IV.1 of such Act. |
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