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发表于 2008-11-29 16:58
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下面是BMO的:
4 i. z6 z1 ^) ?% C YSUMMARY OF THE OFFERING
; Z; O* d$ K4 T' e- r; t- AThis 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’’.5 U) s5 S0 U4 U3 w- Q) m' O8 i3 h
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
Z' Y( b. ]+ y& x+ ^% y4 @Amount: $150,000,000 (6,000,000 shares). B. F2 g) H8 v1 I7 p% x
Price and Yield: $25.00 per share to yield initially 6.50% per annum.. I: T; s( n/ \( i
Principal Characteristics of the Preferred Shares Series 18
+ w0 h5 ]% _& f1 b$ tDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
* Q; |6 M5 p5 |: K) A3 t) }non-cumulative preferential cash dividends, as and when declared by the, g) ~6 j9 e& P+ I t, G: P
Board of Directors, subject to the provisions of the Bank Act, for the initial4 N1 Q) z, }! H& d: a
period commencing on the closing date and ending on and including. l( c- c0 Z5 B' \
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the4 v, m+ Q: \+ _0 ~" ^
25th day of February, May, August and November in each year, at a rate
6 ^" g( G' G- Q& `( D# iequal to $0.40625 per share. The initial dividend, if declared, will be payable
, L# A |$ a+ E2 v' r8 l) UMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
* H1 R- i. y+ idate of December 11, 2008.
0 C/ a9 j, B7 C$ L/ C0 ~1 pFor each five-year period after the Initial Fixed Rate Period (each, a% G. d& q* F& f" H: I8 Z/ R, z
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares$ F! w6 q8 s7 C
Series 18 will be entitled to receive fixed non-cumulative preferential cash0 W; \! d# w5 A: L
dividends, as and when declared by the Board of Directors, subject to the
1 m X( H+ o+ u( f( `7 Nprovisions of the Bank Act, payable quarterly on the 25th day of February,3 w6 q P+ a T3 A3 Q
May, August and November in each year, in the amount per share per annum
6 ?2 [+ s4 w: [ C) Gdetermined by multiplying the Annual Fixed Dividend Rate applicable to
; }7 @7 A; q5 u$ Y% \such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
" |: Q, V- z; }* ]- lRate for the ensuing Subsequent Fixed Rate Period will be determined by the
+ Q& d1 Q5 J3 T5 k) V+ zBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day, A- @0 |# U8 \
of such Subsequent Fixed Rate Period and will be equal to the sum of the
( H$ P9 B' k9 O7 @4 XGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
q# }' n0 R( ]( Tplus 3.83%.
5 H& r. {; o6 `# f5 h" ^1 |+ a) ZIf the Board of Directors does not declare a dividend, or any part thereof, on
. C/ U! q; S5 A( uthe Preferred Shares Series 18 on or before the dividend payment date for a
9 E6 R: _5 O- ?9 D7 X, z, F6 E K5 Oparticular quarter, then the entitlement of the holders of the Preferred
. i) p6 T9 r/ N% Q; Q- L5 {Shares Series 18 to receive such dividend, or to any part thereof, for such
3 ~' ~; |( D" b: W0 K& tquarter will be forever extinguished. p; T1 c/ w# a/ z# F% q) k
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the# I& E* F/ q+ D, D
Superintendent and to the provisions described below under ‘‘Details of the
8 O9 M) x+ J5 X: POffering — Certain Provisions of the Preferred Shares Series 18 as a- b% }( I1 b/ l: z
Series — Restrictions on Dividends and Retirement of Shares’’, on4 k7 S0 O& b) L) q1 t
February 25, 2014 and on February 25 every five years thereafter, on not
v/ E4 p- C8 s2 Pmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
9 Q- s5 V) E& u% ]' apart of the then outstanding Preferred Shares Series 18, at the Bank’s option) ~6 A7 f0 m9 {4 { ~- t" Q2 v
without the consent of the holder, by the payment of an amount in cash for; q% p6 m3 ~3 @5 Q( ]/ V+ S1 N0 g
each such share so redeemed of $25.00 together with all declared and unpaid: ?' C9 Y4 I, T1 ^
dividends to the date fixed for redemption.7 o# x B/ T; I2 ]5 C* x2 C
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
' f: t4 V5 Z; |Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
$ D- `0 [5 S5 v( ~* A p) Ethe right, at their option, to convert, on February 25, 2014 and on
: Z# n+ G$ x- R! F3 @! kS-42 D l5 I) e) I2 l! Q
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
/ }- Z- h( K( g( Tor all of their Preferred Shares Series 18 into an equal number of Preferred
8 ^/ I, c2 S2 T, d. ?2 s+ ^# y3 bShares Series 19 upon giving to the Bank notice thereof not earlier than
! ^$ W) D4 R6 A! j" [ P0 w6 U30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
- r* D' K3 d$ B/ s2 h9 f- y7 }$ l$ bpreceding, a Series 18 Conversion Date./ H! T0 h5 r2 V8 Z: I
Automatic Conversion If the Bank determines, after having taken into account all shares tendered$ o; a, H+ ^0 h2 B+ A: `# ]4 f
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares$ q4 R6 C( |8 r4 y
Series 19, as the case may be, that there would be outstanding on such! z# s# x+ C3 z6 o( Q, t
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
1 Y! c6 O" h- ^1 i+ `such remaining number of Preferred Shares Series 18 will automatically be1 F% |7 n: { D d/ j3 e0 A8 D
converted on such Series 18 Conversion Date into an equal number of
e6 R3 y+ l% k5 ~Preferred Shares Series 19. Additionally, if the Bank determines that, after, y, x7 A* L/ b1 W
conversion, there would be outstanding on such Series 18 Conversion Date
3 ~! ?; v4 `4 s5 yless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares7 k% S1 c$ a. E& B( W# N
Series 18 will be converted into Preferred Shares Series 19.2 k% T& M6 g9 {. e" U5 g
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares8 L: T' g' `+ N- }, }7 y
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
6 C7 _/ d" U" d- m1 j3 }any meeting of the shareholders of the Bank unless and until the first time at( S+ Z4 Z4 S. a5 }% t
which the Board of Directors has not declared the whole dividend on the
$ Q( k" X: @4 |, Y; ^0 XPreferred Shares Series 18 in any quarter. In that event, subject as
3 ^9 _/ d! @! k/ K/ [7 C8 O/ Thereinafter provided, the holders of Preferred Shares Series 18 will be
$ H5 S7 k1 t: ^9 b1 jentitled to receive notice of, and to attend, meetings of shareholders at which3 W0 ^3 w3 L; Z& E, k% W9 F& z
directors of the Bank are to be elected and will be entitled to one vote for' P6 m3 M6 Y; {
each Preferred Share Series 18 held. The voting rights of the holders of the
9 A+ @0 z C2 J) G L; H* EPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
5 r: P4 ~: M2 n. ~& Ythe first dividend on the Preferred Shares Series 18 to which the holders are
+ ~, v' T; J1 a0 C. G& \1 D, Bentitled thereunder subsequent to the time such voting rights first arose until
/ r- I. n7 A! `. ^! qsuch time as the Bank may again fail to declare the whole dividend on the5 w$ [4 _% X# v- s! ]% p
Preferred Shares Series 18 in respect of any quarter, in which event such7 Q2 E5 K1 n5 H# @2 ?6 _
voting rights will become effective again and so on from time to time.
: J; A0 J1 k2 w# H! v4 gPrincipal Characteristics of the Preferred Shares Series 19 O9 d0 ~' f0 P7 J
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
2 B; ]: [& d, T7 `* `floating rate non-cumulative preferential cash dividends, as and when
/ F! M+ C* s" Sdeclared by the Board of Directors, subject to the provisions of the Bank Act,
T: }8 b3 |3 r$ i. ~% Spayable quarterly on the 25th day of February, May, August and November
" P0 ]$ m0 _2 y7 min each year, in the amount per share determined by multiplying the
) j R! c8 c; f% k2 l# ~; D8 Aapplicable Quarterly Floating Dividend Rate by $25.00.
5 G5 h, s4 v2 \5 bOn the 30th day prior to the commencement of the initial quarterly dividend
_9 b+ \1 ^9 J! `/ Fperiod beginning on February 25, 2014, and on the 30th day prior to the first$ `6 a; G1 b" h) G' F! C' |! A( j) c( F1 c
day of each subsequent quarterly dividend period (the initial quarterly! a% _9 Z( U5 q6 y
dividend period and each subsequent quarterly dividend period is referred to
: B: v4 K+ Q. Bas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the- @6 J4 Q; ]5 K! J& T: u
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
% A* g" s" y; o& m* U1 TPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
% e6 i4 [ O% t+ [1 hT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days1 M6 e' j# Z( t" g
elapsed in the applicable Quarterly Floating Rate Period divided by 365)7 [# c! E8 f; c8 c' H5 Q6 I% S
determined on the 30th day prior to the first day of the applicable Quarterly
( R" w5 w D6 C5 F) z& }Floating Rate Period." E" Z0 A4 F& p, R( P9 i" t: o
S-5
5 [% u5 C. N2 ]9 z; W2 C8 H6 UIf the Board of Directors does not declare a dividend, or any part thereof, on
; V& d u) Z: o* f5 B k) Othe Preferred Shares Series 19 on or before the dividend payment date for a
' v! \8 L5 a+ Lparticular quarter, then the entitlement of the holders of the Preferred9 c* e7 I7 {8 n. T
Shares Series 19 to receive such dividend, or to any part thereof, for such! T# @9 a0 S$ w/ B' J8 s
quarter will be forever extinguished.
9 |) N* J' x9 n: h( }. O! qRedemption: Subject to the provisions of the Bank Act and to the prior consent of the1 [- i5 V, Q* A( ?7 @" C
Superintendent and to the provisions described below under the heading% I3 T/ ?- x7 h0 b. v0 L1 Z
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
+ r' H1 M, U/ VSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
: r% a/ p \/ q: N& R2 Don not more than 60 nor less than 30 days’ notice, the Bank may redeem all7 K* G- j5 [% @1 x
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s/ {3 i( e8 S% \3 A4 X3 g) S
option without the consent of the holder, by the payment of an amount in
) W2 Q0 r t z1 F/ fcash for each such share so redeemed of (i) $25.00 together with all declared1 k# @* ?( H H3 `
and unpaid dividends to the date fixed for redemption in the case of
# Q2 [2 L7 x* f- Q Xredemptions on February 25, 2019 and on February 25 every five years: L) v" l6 O" a0 g
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
8 u& q0 R8 v9 {" V6 o4 E- m+ C- v: Tthe date fixed for redemption in the case of redemptions on any other date
) I8 z6 O) Z/ W9 w9 I' m; ~2 ]4 jon or after February 25, 2014.
5 E& e8 e) N, d- m8 k4 {# E( |/ YConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
! o; h) }0 A8 p9 uShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
m4 p( s; @# e! G0 Sthe right, at their option, to convert, on February 25, 2019 and on
: N! [1 I7 ?( P- R& R3 o: zFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any$ E; d6 s/ H$ s& a9 B- o x
or all of their Preferred Shares Series 19 into an equal number of Preferred
% f. x: E+ D& ^( KShares Series 18 upon giving to the Bank written notice thereof not earlier$ {4 u' ~- m U" d8 Y" l' L
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
7 I1 h( n4 J& F% }1 R15th day preceding, a Series 19 Conversion Date.$ `2 J0 f/ b1 i+ w5 j) ^
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
9 ~4 y1 D* R* F2 H2 xProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares0 i% p8 y1 M, U+ e {
Series 18, as the case may be, that there would be outstanding on such
( ?9 W% M& {3 _ x' `Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,. E4 ? y- l" s
such remaining number of Preferred Shares Series 19 will automatically be" {+ l% [* ~ A* c+ u4 E& z2 _$ n
converted on such Series 19 Conversion Date into an equal number of
7 o5 v- F0 }' u5 Q/ B" c6 oPreferred Shares Series 18. Additionally, if the Bank determines that, after5 @% ~) z6 T0 O# }+ _6 @
conversion, there would be outstanding on such Series 19 Conversion Date
; n' v8 D0 ^7 x# \* t }4 rless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
6 U8 S( A, {5 e r) q/ H5 F. zSeries 19 will be converted into Preferred Shares Series 18.# Q8 _: I* S: b5 R: S# Y
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
. l- F; K# ]$ H1 W8 O1 jSeries 19 will not be entitled as such to receive notice of, attend, or vote at,/ I3 E i) L7 k) R' a, a
any meeting of the shareholders of the Bank unless and until the first time at9 Q) ~" L/ y% }1 G
which the Board of Directors has not declared the whole dividend on the
( ^8 s+ O D* P( b, n {, ~" zPreferred Shares Series 19 in any quarter. In that event, subject as
. k2 `5 U+ c5 o: mhereinafter provided, the holders of Preferred Shares Series 19 will be
( S7 w4 a9 C& t9 c9 r9 o7 Jentitled to receive notice of, and to attend, meetings of shareholders at which* n5 |$ T1 C& L) k {6 |/ _
directors of the Bank are to be elected and will be entitled to one vote for8 q0 _: V! w. k% A0 S
each Preferred Share Series 19 held. The voting rights of the holders of the+ g9 U2 Q i/ x! j( _3 O8 k
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
) d+ S; z4 e6 C8 tthe first dividend on the Preferred Shares Series 19 to which the holders are
+ s- a! T$ O/ e. M3 u; Sentitled thereunder subsequent to the time such voting rights first arose until7 T* x) _8 S+ k' x# _
such time as the Bank may again fail to declare the whole dividend on the
) k+ E2 f, u+ A, {! V* T/ iPreferred Shares Series 19 in respect of any quarter, in which event such
8 I7 F- H7 h$ _2 ^7 kvoting rights will become effective again and so on from time to time.
8 u3 V) ^4 K6 \" \S-6
* M) I7 K; h9 p& n$ B! oPriority: The preferred shares of each series of the Bank will rank on a parity with$ S/ j7 h6 l- m) V: [
every other series and are entitled to preference over the common shares of
/ g4 l2 V' U+ p+ r6 [the Bank and over any other shares of the Bank ranking junior to the
' R- Y& X4 R. }$ N* xpreferred shares with respect to the payment of dividends and upon any
; `# s8 M9 G+ E+ V' l! E$ i: ?! wdistribution of assets in the event of the liquidation, dissolution or
! a8 p3 ^2 P& v# r, Qwinding-up of the Bank.( i D$ m9 X A7 v6 ^/ g
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
1 B* q W# h0 c2 @/ {Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares7 t1 x; s* G2 g/ {1 i
Series 18 and Preferred Shares Series 19 will not be required to pay tax on( A/ X6 q* v1 D6 r8 o
dividends received on such shares under Part IV.1 of such Act. |
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