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发表于 2008-11-29 16:58
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下面是BMO的:3 U4 U' T" K# i+ \# k7 G- @0 `0 s7 U
SUMMARY OF THE OFFERING
: l6 }- @. p4 p$ _. L4 a8 jThis 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’’.
3 t. n5 F: |& u; r% S+ ~' wIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
5 o% E& G( V) P$ I0 Z8 u/ ~Amount: $150,000,000 (6,000,000 shares).
* q8 d m C2 [4 Z! }- UPrice and Yield: $25.00 per share to yield initially 6.50% per annum./ ?* f, I: a; Z
Principal Characteristics of the Preferred Shares Series 18
/ ]. V! J. h" FDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
9 j5 z- S$ D# H& j# ?# s0 s" anon-cumulative preferential cash dividends, as and when declared by the* c& ^! Y0 r9 b1 A% R( b
Board of Directors, subject to the provisions of the Bank Act, for the initial
8 e) i, b3 O/ ]$ ~" l0 L" cperiod commencing on the closing date and ending on and including
m U" `$ Z! ^% B" ], BFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the4 M% T b9 k% B& {4 |
25th day of February, May, August and November in each year, at a rate
; j; u9 t7 L5 u" p4 \" yequal to $0.40625 per share. The initial dividend, if declared, will be payable
. B3 ~) E9 s6 y, T0 z9 {May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
! d( a& M1 K; M/ `$ rdate of December 11, 2008.' l" w* I6 ~2 i0 C
For each five-year period after the Initial Fixed Rate Period (each, a- x- q7 @, Q3 s9 \' K) T3 ~, @
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
9 ?& C0 K X# u, s, tSeries 18 will be entitled to receive fixed non-cumulative preferential cash9 _+ f2 ?% i! b
dividends, as and when declared by the Board of Directors, subject to the
# t+ j7 N0 a' {/ Cprovisions of the Bank Act, payable quarterly on the 25th day of February,: ]9 c6 _8 S/ c2 U9 M5 h x
May, August and November in each year, in the amount per share per annum+ P ~8 H H' V D4 c- I
determined by multiplying the Annual Fixed Dividend Rate applicable to+ K" ~* W& s% T! E) E; x7 q
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend* l% Q" j: l4 `' W+ d) m
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
- L9 T) X& P" c; W& }. qBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
8 v8 \& n* |# G5 Sof such Subsequent Fixed Rate Period and will be equal to the sum of the; A8 D. ^# _0 v8 L8 `
Government of Canada Yield on the applicable Fixed Rate Calculation Date' |& G# j4 z: }, @' ^ S; y8 S- P" }
plus 3.83%.
' E8 O: M \& U z: |% AIf the Board of Directors does not declare a dividend, or any part thereof, on
5 c( x" v7 r ]' d" Dthe Preferred Shares Series 18 on or before the dividend payment date for a! |& |! @% W" ^3 I0 g9 F- P( m$ s
particular quarter, then the entitlement of the holders of the Preferred5 f. h1 o3 O/ h& \9 p0 B
Shares Series 18 to receive such dividend, or to any part thereof, for such$ b& j# T& ]8 x! P
quarter will be forever extinguished.
. W0 i( _! L+ R* ^Redemption: Subject to the provisions of the Bank Act and to the prior consent of the! f& A# B$ D* L1 l/ t
Superintendent and to the provisions described below under ‘‘Details of the( C2 _ j; y: J
Offering — Certain Provisions of the Preferred Shares Series 18 as a
, b' }$ P S! [- l4 v1 x1 b7 gSeries — Restrictions on Dividends and Retirement of Shares’’, on
3 C4 t" v2 S, F' p* g% F4 cFebruary 25, 2014 and on February 25 every five years thereafter, on not% d. {6 `" G: N" @5 M7 d( X" q
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
6 ~1 B L3 P# i. ^/ f5 |part of the then outstanding Preferred Shares Series 18, at the Bank’s option, ?! B# `8 \& \2 U6 H5 E: |
without the consent of the holder, by the payment of an amount in cash for
9 C5 S# s% X6 {1 ?( Weach such share so redeemed of $25.00 together with all declared and unpaid6 g- K0 y6 G9 D4 q( |
dividends to the date fixed for redemption.
/ `- [0 S+ o+ m, t! FConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic+ A6 {+ K8 a0 o1 K& h6 D8 B3 o
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
3 C5 E3 j0 J& r7 C+ L h' nthe right, at their option, to convert, on February 25, 2014 and on
; u* W- a9 M; B) [4 s/ eS-4: G7 z$ [# Q4 f) z5 ^, f
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
7 E2 S- x6 T5 E$ A! }- l- I# j- s, yor all of their Preferred Shares Series 18 into an equal number of Preferred
* M. r9 X' b& T- j% @; H9 L; r( xShares Series 19 upon giving to the Bank notice thereof not earlier than$ g. Q$ N4 \( E; {# _
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
0 s; G, F7 u/ Dpreceding, a Series 18 Conversion Date.
5 b2 X9 r0 g9 h* O7 N4 f- WAutomatic Conversion If the Bank determines, after having taken into account all shares tendered2 v9 i( t: \& Z* V2 l
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
5 D1 K/ L8 _# c' B2 i- L- K+ VSeries 19, as the case may be, that there would be outstanding on such
4 P/ o. z7 A7 V X+ R) hSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,) Q! n* E8 }7 W# z& P r% I) l
such remaining number of Preferred Shares Series 18 will automatically be/ ?; j8 b! A0 s, G/ v
converted on such Series 18 Conversion Date into an equal number of9 U/ r4 a6 \4 m/ |, _, g
Preferred Shares Series 19. Additionally, if the Bank determines that, after
6 I9 a! v; o: S3 [6 ~conversion, there would be outstanding on such Series 18 Conversion Date
* R! l% ^+ d3 {1 C) R9 ]less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
- a, p7 q1 ]; k1 \2 M% M* gSeries 18 will be converted into Preferred Shares Series 19.
9 Z) M: O" d B U( NVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
+ r5 S/ M' b$ ?: S/ pSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
& H* S; r4 D! |* C. r) xany meeting of the shareholders of the Bank unless and until the first time at
7 r; p4 f0 i. N) X& I6 bwhich the Board of Directors has not declared the whole dividend on the
; }6 i+ ~ y9 v( s6 ePreferred Shares Series 18 in any quarter. In that event, subject as. {3 U3 N0 ]2 i
hereinafter provided, the holders of Preferred Shares Series 18 will be! u- h$ @6 M, m7 g
entitled to receive notice of, and to attend, meetings of shareholders at which% c, f2 H6 x9 P2 w$ b; E2 k4 _
directors of the Bank are to be elected and will be entitled to one vote for
% T; _) B) |$ teach Preferred Share Series 18 held. The voting rights of the holders of the
+ t. h# @# h$ C$ r c# HPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
; Q" u- b9 {8 ]/ ]+ R1 i5 Uthe first dividend on the Preferred Shares Series 18 to which the holders are1 {. \: \! ]4 j$ T2 E
entitled thereunder subsequent to the time such voting rights first arose until
/ Q) L7 c+ {1 l3 Z& I+ ^: f8 [such time as the Bank may again fail to declare the whole dividend on the
9 D: l( j& V8 Y: d* L7 M% lPreferred Shares Series 18 in respect of any quarter, in which event such
0 T9 U& l( G9 C8 q, \! ~/ W8 gvoting rights will become effective again and so on from time to time.
5 B2 m/ F$ Y" ]% a2 wPrincipal Characteristics of the Preferred Shares Series 19
6 I4 ~: f+ ~5 Z% _) IDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
+ {! ?+ i7 s. R4 A. Dfloating rate non-cumulative preferential cash dividends, as and when
7 O! d8 g. j$ @declared by the Board of Directors, subject to the provisions of the Bank Act,+ u2 o; @% Y& s
payable quarterly on the 25th day of February, May, August and November, P3 f1 _% `( q0 n$ J& m- y
in each year, in the amount per share determined by multiplying the
% R* z5 ?# r; V/ Z( ]$ }+ Y+ {applicable Quarterly Floating Dividend Rate by $25.00.. u4 M9 ^, S6 D4 v9 J7 D/ g
On the 30th day prior to the commencement of the initial quarterly dividend
& O# O9 l7 H( r* H+ C$ [4 eperiod beginning on February 25, 2014, and on the 30th day prior to the first$ n6 {, {6 [3 y7 X8 D( C
day of each subsequent quarterly dividend period (the initial quarterly
! b [2 z0 f3 \5 M1 fdividend period and each subsequent quarterly dividend period is referred to
1 b1 b1 f9 ^) mas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
$ B6 G) i. T! G) }4 F/ oQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate- n( {/ W8 U0 q- u. W3 P$ N$ ?
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the6 f8 v1 B4 a' m
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
' Y1 _& o/ E( F6 O- k9 u5 G Velapsed in the applicable Quarterly Floating Rate Period divided by 365)
; n9 r$ S$ d( {; U: G( y7 x) xdetermined on the 30th day prior to the first day of the applicable Quarterly* {! N: n. X' e$ G
Floating Rate Period." H b2 |! Y s. i) a
S-5
$ z, m. Z7 k& b- n$ p AIf the Board of Directors does not declare a dividend, or any part thereof, on0 I1 f* o- D V7 L4 p3 U* r
the Preferred Shares Series 19 on or before the dividend payment date for a
' r. w4 x) E: v0 R! u; H% x) m: E2 [( C; Yparticular quarter, then the entitlement of the holders of the Preferred
. Q; h2 s! z0 ^: nShares Series 19 to receive such dividend, or to any part thereof, for such6 G4 [2 _! @6 a/ Z
quarter will be forever extinguished.
+ V7 x$ E9 I# N% qRedemption: Subject to the provisions of the Bank Act and to the prior consent of the+ R; ^; T0 _% c' E; e4 {! L' w5 _, V
Superintendent and to the provisions described below under the heading
; a6 K- `" j6 ^5 K‘‘Details of the Offering — Certain Provisions of the Preferred Shares) K7 k2 m6 S3 E6 c$ Q: N
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,+ z! W7 |6 Y4 E: M
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
+ H, P# f" a& U4 N, m; [& r3 c8 L1 o2 w, cor any part of the then outstanding Preferred Shares Series 19, at the Bank’s) E1 R% t# L8 _; I% X3 a9 N
option without the consent of the holder, by the payment of an amount in5 J# `0 Q5 [9 S# L: y4 u
cash for each such share so redeemed of (i) $25.00 together with all declared
* F( S2 h! ]0 U& {" U# Z. c2 O% P- Eand unpaid dividends to the date fixed for redemption in the case of/ `$ l( C( C; }9 G
redemptions on February 25, 2019 and on February 25 every five years
: q0 }" e3 ^; A ithereafter, or (ii) $25.50 together with all declared and unpaid dividends to, G- M2 }/ y, F) [5 {! ~! g% l: ?$ K
the date fixed for redemption in the case of redemptions on any other date
( D: K ?) p1 F# }; J: o, Won or after February 25, 2014.! q ? e4 O$ L2 `6 R
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
& k( M* w1 H( \7 d" s% s6 i' ~' JShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
& j( }# g, v6 Wthe right, at their option, to convert, on February 25, 2019 and on
2 z( [3 W' q' Q3 q; h' e4 Z! n) vFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
8 {" e) k7 K4 D5 M( x x3 e3 O7 ror all of their Preferred Shares Series 19 into an equal number of Preferred
3 M$ T. A: _! q1 DShares Series 18 upon giving to the Bank written notice thereof not earlier3 |& T2 l7 M) _/ R' S9 P( Y& C9 d
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
! [5 W# c S g6 I15th day preceding, a Series 19 Conversion Date.6 ^4 V! y$ V/ |: O
Automatic Conversion If the Bank determines, after having taken into account all shares tendered, V& `5 R2 t5 {7 H5 q4 q
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
, ~" f& [% v5 @/ @* x+ q' USeries 18, as the case may be, that there would be outstanding on such' f5 a a9 b& i3 K$ c
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
( ~0 l2 g/ |% N. I/ e$ Asuch remaining number of Preferred Shares Series 19 will automatically be
, p5 T, J/ }; u x: Q+ Fconverted on such Series 19 Conversion Date into an equal number of
4 r* E. [- }5 N2 R3 cPreferred Shares Series 18. Additionally, if the Bank determines that, after
/ X; T k- M6 I' T- |conversion, there would be outstanding on such Series 19 Conversion Date! ]& m6 ]8 @/ l0 l, w
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares1 t" D0 ]6 i2 u: y8 z7 q6 O
Series 19 will be converted into Preferred Shares Series 18.$ b: P2 V# O- r2 x. W
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares" }* X' E' @1 G
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
: u* [" U$ O, Lany meeting of the shareholders of the Bank unless and until the first time at
0 H0 z3 @; P1 x/ R0 u9 @which the Board of Directors has not declared the whole dividend on the$ G3 l$ l0 i+ D
Preferred Shares Series 19 in any quarter. In that event, subject as2 C7 y9 j( C2 E9 J w
hereinafter provided, the holders of Preferred Shares Series 19 will be+ E/ v9 T6 @! a* {' X9 V0 e) b
entitled to receive notice of, and to attend, meetings of shareholders at which
! A/ J) A/ E3 L$ rdirectors of the Bank are to be elected and will be entitled to one vote for) l1 D4 M8 a z4 E
each Preferred Share Series 19 held. The voting rights of the holders of the' v3 b( d! }0 n) o* s: x/ Q: R3 x
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of( D. e$ J$ ^2 r* y; K2 A8 W
the first dividend on the Preferred Shares Series 19 to which the holders are
9 P; r- u1 _0 I' Q; E4 Fentitled thereunder subsequent to the time such voting rights first arose until3 z) d0 Y7 A' R0 _5 ^+ E
such time as the Bank may again fail to declare the whole dividend on the$ ?5 c( l0 \8 P( R9 i5 r
Preferred Shares Series 19 in respect of any quarter, in which event such
* q. l! G) y; W! K5 K* Evoting rights will become effective again and so on from time to time.
' l1 [/ X1 c' a4 ?. l4 k" HS-6
" c! M' i% x( R" Z1 f! q# ZPriority: The preferred shares of each series of the Bank will rank on a parity with
( R* K2 z: ^) ^( ?8 Mevery other series and are entitled to preference over the common shares of1 K L8 v7 v2 t& Z, l6 ?: A2 }
the Bank and over any other shares of the Bank ranking junior to the
/ { Z/ e8 N9 R) p2 d5 |! xpreferred shares with respect to the payment of dividends and upon any
# D% S6 S& j9 W% P: U/ ?7 ], c! qdistribution of assets in the event of the liquidation, dissolution or8 `; E) p; t% A- N$ l( R/ J
winding-up of the Bank.
( q! j+ Q# r! A$ Q+ K& j1 QTax on Preferred Share The Bank will elect, in the manner and within the time provided under
; n5 |2 a l. f* R4 h( M4 M: o% {Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares1 K$ C" O& C8 ^) R
Series 18 and Preferred Shares Series 19 will not be required to pay tax on( S' h: D' P; ^0 p; {
dividends received on such shares under Part IV.1 of such Act. |
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