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发表于 2008-11-29 16:58
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下面是BMO的:
$ M& c2 i E: O. cSUMMARY OF THE OFFERING
n* N1 S" ^0 C2 B2 d yThis 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’’.; r; Z) G, w0 |- K% K2 |: A
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
2 L3 }) ]( r5 }3 J sAmount: $150,000,000 (6,000,000 shares).
* Q8 c; x6 `5 A' n! u1 IPrice and Yield: $25.00 per share to yield initially 6.50% per annum." B& s) h$ \2 {* X1 F1 U
Principal Characteristics of the Preferred Shares Series 18
- o$ u5 ~6 E7 l5 sDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed/ Y, O4 z9 f- s( P- h
non-cumulative preferential cash dividends, as and when declared by the! H7 b/ V4 z; Y/ O/ P
Board of Directors, subject to the provisions of the Bank Act, for the initial
7 m' O" z6 _: y) t) k# A3 j6 A, Yperiod commencing on the closing date and ending on and including) L8 }( O& Y6 T4 z, t( g* D* D: M
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
3 b+ V7 v$ h" {! d- Q25th day of February, May, August and November in each year, at a rate' Y0 m3 F, k E) y$ f2 Z0 t0 ]
equal to $0.40625 per share. The initial dividend, if declared, will be payable
' c' X0 z6 S8 ?! u& g( mMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing: K, ~0 u9 t1 m
date of December 11, 2008.
8 n. U3 L3 `* `- \# {For each five-year period after the Initial Fixed Rate Period (each, a. h9 i- p+ n1 k0 U% w7 K# j0 W8 y
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
9 u$ v) h _! M2 D( q7 B5 x1 c2 m6 LSeries 18 will be entitled to receive fixed non-cumulative preferential cash
5 K" p$ [( i; n+ s4 Sdividends, as and when declared by the Board of Directors, subject to the
% }. F' A) d" m1 b- D. u4 nprovisions of the Bank Act, payable quarterly on the 25th day of February,: n7 i% A7 s% u) \+ }5 i
May, August and November in each year, in the amount per share per annum( q6 D1 |3 v! W& l% S% q3 ]3 @% P
determined by multiplying the Annual Fixed Dividend Rate applicable to3 V7 I! e5 M% P
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
2 K3 c% s0 Q, n- L! D7 I' \0 @Rate for the ensuing Subsequent Fixed Rate Period will be determined by the8 J r7 [9 q) {3 V$ a$ z6 S) g! ?
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day H8 ~) X) v c4 ^- l+ J/ e
of such Subsequent Fixed Rate Period and will be equal to the sum of the; b8 @" ?/ {. f2 ?$ n3 Z; B1 d4 h
Government of Canada Yield on the applicable Fixed Rate Calculation Date
* O. T7 N8 S2 l+ S+ ?5 |plus 3.83%.8 C2 K2 J: \ r* K9 V+ z
If the Board of Directors does not declare a dividend, or any part thereof, on
% m2 o+ A6 o" Athe Preferred Shares Series 18 on or before the dividend payment date for a
" q! ]/ u3 ?- o( w) P, G: R' @7 Wparticular quarter, then the entitlement of the holders of the Preferred/ P6 e' w# P) a* G; D: |6 t' |, N
Shares Series 18 to receive such dividend, or to any part thereof, for such A" Y9 g- O B4 \% o: u
quarter will be forever extinguished.
) r+ R. j7 s# ~5 P: pRedemption: Subject to the provisions of the Bank Act and to the prior consent of the+ d0 y: H! x2 c. i7 C
Superintendent and to the provisions described below under ‘‘Details of the; N- e3 ^8 G! V' Y
Offering — Certain Provisions of the Preferred Shares Series 18 as a
$ Q* B3 z2 F. O( W. Q) L) dSeries — Restrictions on Dividends and Retirement of Shares’’, on
v: F. j9 {& ^February 25, 2014 and on February 25 every five years thereafter, on not
7 p+ a) i9 w2 S7 mmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any. L+ |" k% F6 s
part of the then outstanding Preferred Shares Series 18, at the Bank’s option; C, w$ R$ H$ t1 y
without the consent of the holder, by the payment of an amount in cash for% x$ l, ~3 y9 f& D# _
each such share so redeemed of $25.00 together with all declared and unpaid
6 y. r& }9 }4 [dividends to the date fixed for redemption.6 k! L7 F8 ?) R
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic- N: ~$ B, Z1 |- _7 [8 }. E1 B
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have8 w6 c$ [/ G. O: r" J& ?" A$ i4 C' o1 I
the right, at their option, to convert, on February 25, 2014 and on- m* y; Z9 \8 u1 V, w7 x, Z9 C9 I
S-4% f0 A" K5 A! E# h- {! _0 N" P# I/ Z" x
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any; }0 u9 i! a+ f$ h3 v$ f
or all of their Preferred Shares Series 18 into an equal number of Preferred3 b3 r( w0 o! p; w) n( Y; T
Shares Series 19 upon giving to the Bank notice thereof not earlier than
3 w/ F" ]: ]9 w$ d30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
* @7 m- b: \: T2 v2 r s" ?3 D; Jpreceding, a Series 18 Conversion Date.
+ |% M# V. R6 b# qAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
: Q3 b6 M* u4 t3 L6 o# _Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
/ w Q$ o, _( E/ r- ~) u2 E, ISeries 19, as the case may be, that there would be outstanding on such6 b8 X9 C' N6 K1 M6 _6 K$ ~) P
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
" ^. A- @5 H. ]% D% osuch remaining number of Preferred Shares Series 18 will automatically be( \" k; A$ S7 r
converted on such Series 18 Conversion Date into an equal number of
0 c+ \- d; b$ `. k2 S+ ~. G& BPreferred Shares Series 19. Additionally, if the Bank determines that, after
" O' T. L3 x" Q+ }* _3 aconversion, there would be outstanding on such Series 18 Conversion Date" B1 E/ p+ U6 K+ V8 A/ E
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
% b7 |' C- E+ G! P _4 GSeries 18 will be converted into Preferred Shares Series 19.
5 m% z. U# n. xVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares; h: ~& Y/ o; ?) j2 W6 Y
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
3 p2 V& u( c% F' a9 h3 l! zany meeting of the shareholders of the Bank unless and until the first time at9 M* {; ~# T/ M2 d
which the Board of Directors has not declared the whole dividend on the
5 I' s. M) x* S2 a1 Q( sPreferred Shares Series 18 in any quarter. In that event, subject as
$ ~( B3 L }+ yhereinafter provided, the holders of Preferred Shares Series 18 will be5 h$ h: ?9 ?9 Q
entitled to receive notice of, and to attend, meetings of shareholders at which
; B$ E0 M" `$ L& Q5 Ldirectors of the Bank are to be elected and will be entitled to one vote for
3 T1 B' _/ S" ^4 V) O: Reach Preferred Share Series 18 held. The voting rights of the holders of the
+ _' ?7 |2 Q: I8 YPreferred Shares Series 18 will forthwith cease upon payment by the Bank of8 k1 n+ A1 L; c& z
the first dividend on the Preferred Shares Series 18 to which the holders are
/ \' N+ H( ?% J6 [- |entitled thereunder subsequent to the time such voting rights first arose until3 S4 S* X% G, Y6 l* g* g+ w
such time as the Bank may again fail to declare the whole dividend on the
$ C5 g. n" G# HPreferred Shares Series 18 in respect of any quarter, in which event such |8 N- y5 M8 Z0 \( q1 W- v9 D
voting rights will become effective again and so on from time to time. _5 y6 a) s& i7 _+ y8 ~& B
Principal Characteristics of the Preferred Shares Series 19
: i" c. o3 w) r4 @Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
! a5 I9 Q$ A7 [4 y9 }+ i7 Sfloating rate non-cumulative preferential cash dividends, as and when6 z' l' u8 E$ e0 A' O- K
declared by the Board of Directors, subject to the provisions of the Bank Act,' }8 _/ R) x( a: d
payable quarterly on the 25th day of February, May, August and November. l3 `# C1 P8 E1 Y6 Y
in each year, in the amount per share determined by multiplying the' I3 r# m8 ?) P' K
applicable Quarterly Floating Dividend Rate by $25.00.
1 }: z; t# {) f+ c9 @6 `On the 30th day prior to the commencement of the initial quarterly dividend- w2 @& w* I' F% E
period beginning on February 25, 2014, and on the 30th day prior to the first5 J4 `" C( E0 C% D5 K: f
day of each subsequent quarterly dividend period (the initial quarterly
+ [7 A; h# T5 g- @9 {+ jdividend period and each subsequent quarterly dividend period is referred to/ p& x g; G6 R
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
0 O. a; \* c. E% C5 A% cQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
( ~. N, G) C, o7 @8 t$ l4 H$ j4 u9 mPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
# c$ R3 }" \5 k4 ^8 ~2 D0 y: c3 ^, gT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
- v; F3 F' e- Y& Z1 [7 X, o: d3 xelapsed in the applicable Quarterly Floating Rate Period divided by 365)- V0 F3 g9 T# T& N, m2 k- t( l" m' b
determined on the 30th day prior to the first day of the applicable Quarterly0 L D. q3 K& z1 _
Floating Rate Period.
4 W H4 F. K( ?4 C/ V& b! ]S-5
4 l, ~) z5 S; ~; EIf the Board of Directors does not declare a dividend, or any part thereof, on
6 g, o j6 D4 _! W" Qthe Preferred Shares Series 19 on or before the dividend payment date for a/ L; A. |. o8 v
particular quarter, then the entitlement of the holders of the Preferred
' B( X7 T8 X# r* W4 sShares Series 19 to receive such dividend, or to any part thereof, for such
3 G# k! b) k$ Y2 l0 z* i+ V' b; Mquarter will be forever extinguished.+ H$ u" e' {3 v+ ?5 y- @" m# `' D
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the- e5 O; x$ U, g9 _) u) ?
Superintendent and to the provisions described below under the heading' M$ d$ R5 [5 d# O' E8 E
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
2 z% r! X1 z* @Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,4 L2 W8 ]: t1 K, L' c
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
( w6 l% q& ~9 y( n% e7 xor any part of the then outstanding Preferred Shares Series 19, at the Bank’s- q* v$ F% A! R+ S8 Q
option without the consent of the holder, by the payment of an amount in
+ `9 x* g! z5 d# ?* ?5 Lcash for each such share so redeemed of (i) $25.00 together with all declared1 j e/ ] b) E8 G: H# ~1 u
and unpaid dividends to the date fixed for redemption in the case of
+ M" l' j7 T& M: e; lredemptions on February 25, 2019 and on February 25 every five years
' N0 f1 R# ?/ A* q6 i! fthereafter, or (ii) $25.50 together with all declared and unpaid dividends to( v5 H* R9 a! B' P( X
the date fixed for redemption in the case of redemptions on any other date7 M6 l% S. F7 \0 v. O# X- V6 Q
on or after February 25, 2014.
3 C( l1 F. j; Y' L$ gConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic, F0 ?* [! z/ u8 t5 k6 Q; j
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
7 |* o) u! m2 b) k( Sthe right, at their option, to convert, on February 25, 2019 and on
# x% v p' d1 o. U" ~$ K0 T0 \$ YFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any+ j2 C H3 g3 q6 U. x5 o/ T$ g
or all of their Preferred Shares Series 19 into an equal number of Preferred
: [# s- X' W% TShares Series 18 upon giving to the Bank written notice thereof not earlier1 Q; z( z& i8 y- Y- Z
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the; E0 U }8 `2 F' K
15th day preceding, a Series 19 Conversion Date.
1 ^. f- ~8 }) A X1 eAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
; r9 d1 n6 P3 \) X4 t! I6 KProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
* F' z4 P _; M/ `Series 18, as the case may be, that there would be outstanding on such
# c+ G; S- J/ s7 h5 m6 R! |& ZSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
$ r; x( ~! h* {such remaining number of Preferred Shares Series 19 will automatically be/ `( I$ W1 K; D/ z
converted on such Series 19 Conversion Date into an equal number of
p; V$ n6 T4 u$ u: BPreferred Shares Series 18. Additionally, if the Bank determines that, after% z( b% W# G0 s0 {! Y, x3 b
conversion, there would be outstanding on such Series 19 Conversion Date
) z7 e1 S. h7 z T% q$ b/ pless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
& x8 M7 @6 P; a! R9 m5 VSeries 19 will be converted into Preferred Shares Series 18.7 u0 m( X! W0 ^* J C7 ^- E
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
: n$ Z* k; L$ w8 j/ x- QSeries 19 will not be entitled as such to receive notice of, attend, or vote at,* J0 F4 A9 h0 U- j6 ^7 ]9 m
any meeting of the shareholders of the Bank unless and until the first time at: E3 p" d$ i; U
which the Board of Directors has not declared the whole dividend on the
6 E! X) n0 U3 O' `0 cPreferred Shares Series 19 in any quarter. In that event, subject as) t9 M2 g0 B/ L6 @! f7 T
hereinafter provided, the holders of Preferred Shares Series 19 will be: o( W4 ^# ?" u, l& d$ A3 w
entitled to receive notice of, and to attend, meetings of shareholders at which
6 ^0 A7 f; {4 \7 b; _6 Sdirectors of the Bank are to be elected and will be entitled to one vote for
% L; r( P- Q) m- z/ teach Preferred Share Series 19 held. The voting rights of the holders of the& e+ }% R }6 w$ d6 Q+ _
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of& g# y+ g) |5 M' ]) {
the first dividend on the Preferred Shares Series 19 to which the holders are
. T8 q& w i$ d! b) C. K* Fentitled thereunder subsequent to the time such voting rights first arose until
; T; E: p) z( ]" J: ksuch time as the Bank may again fail to declare the whole dividend on the
# f; S3 X7 f! H/ bPreferred Shares Series 19 in respect of any quarter, in which event such: N' M+ H/ C- c# ~0 s3 P! u0 m6 d
voting rights will become effective again and so on from time to time.
, m2 A; \- l7 [9 j, yS-61 [1 B+ _/ T- u: }& i
Priority: The preferred shares of each series of the Bank will rank on a parity with! C2 O7 E; i3 ~+ l) G9 S
every other series and are entitled to preference over the common shares of- f; b! E# P: P8 T! {* v; c
the Bank and over any other shares of the Bank ranking junior to the
) f9 O3 [2 W0 U/ r& k- ]8 a2 Bpreferred shares with respect to the payment of dividends and upon any9 {4 t, Z4 G$ x) W
distribution of assets in the event of the liquidation, dissolution or
7 V9 T+ i7 ~# Q6 Lwinding-up of the Bank.
7 M0 r$ m. H2 o) B8 t( R9 c" lTax on Preferred Share The Bank will elect, in the manner and within the time provided under
" ]- n6 i9 t- B# F& MDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares6 Z* }0 U7 U% q3 [' p
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
* G) R( `: r6 ]+ E; ^% ^dividends received on such shares under Part IV.1 of such Act. |
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