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发表于 2008-11-29 16:58
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下面是BMO的:
& t1 O5 W. Z6 L7 h* |SUMMARY OF THE OFFERING
6 U% Q7 v- @! v; w9 rThis 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’’.
( O, p6 O/ ^+ Z$ a7 UIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.# w" O, q2 S: E, P
Amount: $150,000,000 (6,000,000 shares).6 j5 R: k; S0 A: {: x9 u% }& |" C
Price and Yield: $25.00 per share to yield initially 6.50% per annum.2 A) c6 g& t* c) |+ [& i/ M. M
Principal Characteristics of the Preferred Shares Series 18$ I1 B. Z, U& Y4 w& X: e6 R
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
! V5 {7 a2 Q4 w1 R/ g- jnon-cumulative preferential cash dividends, as and when declared by the* s" L9 H( I5 j3 i8 E) p- k S. X6 z2 b
Board of Directors, subject to the provisions of the Bank Act, for the initial
' |, `2 m( N" B( Bperiod commencing on the closing date and ending on and including
0 b( P+ x! |% s1 v& \0 U5 [February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the2 g9 C6 X3 x5 Q# z
25th day of February, May, August and November in each year, at a rate- ]5 X/ K8 o. W- s) H
equal to $0.40625 per share. The initial dividend, if declared, will be payable3 }/ h6 k% C' g2 Y& g3 T; B3 x
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing6 b U% f4 k8 Y5 K9 ]
date of December 11, 2008.( [3 K. G$ }8 y/ u/ z
For each five-year period after the Initial Fixed Rate Period (each, a
. @9 d e w# Q0 G‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares" F! X$ x! P" a0 t: M1 M+ _, g4 I
Series 18 will be entitled to receive fixed non-cumulative preferential cash( w) S7 ?8 {% Z7 K
dividends, as and when declared by the Board of Directors, subject to the! U" j. w# B1 g
provisions of the Bank Act, payable quarterly on the 25th day of February,7 o ~. |* \; l* ]
May, August and November in each year, in the amount per share per annum; T" n- q+ ~. @7 e. Z, r/ {
determined by multiplying the Annual Fixed Dividend Rate applicable to
% o1 T/ }7 Y4 i! {8 _' u4 tsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend0 L1 ~& a. D8 d( t5 V+ S
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the. T% x9 {* w& I: x7 X6 [* X
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day* M/ |" W- B p/ y. z9 h) y) g
of such Subsequent Fixed Rate Period and will be equal to the sum of the
' ]) L7 B/ n- p$ G) m) a4 I( GGovernment of Canada Yield on the applicable Fixed Rate Calculation Date1 d( H$ r2 j& g) }( t% B4 H+ X4 P
plus 3.83%.
V- f) ^! D' \6 B" j$ v$ }5 fIf the Board of Directors does not declare a dividend, or any part thereof, on
. m- `! }/ P( s6 I% Lthe Preferred Shares Series 18 on or before the dividend payment date for a0 ~/ R" R( C- a( [' h
particular quarter, then the entitlement of the holders of the Preferred5 v* R1 y9 _% O9 M* Q
Shares Series 18 to receive such dividend, or to any part thereof, for such. m5 d, ~5 C+ E
quarter will be forever extinguished." ?* [. @) B+ @ a$ y! c# W* k
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the$ Z/ L3 a0 Q/ G5 F0 v- |) f
Superintendent and to the provisions described below under ‘‘Details of the) {! \$ y7 |8 b; v5 f2 u/ y, I
Offering — Certain Provisions of the Preferred Shares Series 18 as a
- h( H2 j% o4 O( h4 Z% I, dSeries — Restrictions on Dividends and Retirement of Shares’’, on1 D) e# _! E0 S# n1 I
February 25, 2014 and on February 25 every five years thereafter, on not
1 U: z) W( b2 u7 O1 h1 \more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
& g! p) a" z( n5 _part of the then outstanding Preferred Shares Series 18, at the Bank’s option8 C% ^ f* C+ q9 O) a) m* m" J" j3 @* x
without the consent of the holder, by the payment of an amount in cash for y- |& {* d! n0 L. l
each such share so redeemed of $25.00 together with all declared and unpaid3 v$ u8 h( z! K- i' l
dividends to the date fixed for redemption.
! P0 I, c) r+ U+ k7 ]6 V% l lConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic/ m: O! ?6 U- H
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
: T# I- i0 E, T" mthe right, at their option, to convert, on February 25, 2014 and on# C2 \$ E% K: H4 |4 W9 O3 q
S-4( H/ F+ C& h% j" \, b$ o
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
. P7 H4 `* R5 `or all of their Preferred Shares Series 18 into an equal number of Preferred5 _0 V0 Q4 [) u3 G) C8 O' S
Shares Series 19 upon giving to the Bank notice thereof not earlier than0 S8 d6 I" w+ Z) C& {
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day) a9 L) o) I; g; c4 U6 W" d: ^7 v5 D
preceding, a Series 18 Conversion Date.$ i0 m7 T$ ?% P9 |0 l
Automatic Conversion If the Bank determines, after having taken into account all shares tendered/ l8 S1 w* b! A* E+ f% S
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
: {5 x; |- R5 RSeries 19, as the case may be, that there would be outstanding on such( H) l! s( Q+ Z
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,* f @" y1 h- _3 G6 h
such remaining number of Preferred Shares Series 18 will automatically be
. v& z$ [8 H. c/ y4 }converted on such Series 18 Conversion Date into an equal number of
* z! u+ S5 T# K, G/ DPreferred Shares Series 19. Additionally, if the Bank determines that, after
1 T, H$ P! W% S, ~9 C8 ^$ N$ dconversion, there would be outstanding on such Series 18 Conversion Date3 k# e- J0 i$ n9 l- Z' K C" ]4 [
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
3 e3 I$ M$ V9 v1 @$ [% DSeries 18 will be converted into Preferred Shares Series 19.
' h) b$ b! d; ^; AVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares8 Y) s0 h9 v. G" Q# q' @* L
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
& L/ p2 j, Q! |: C& H, A' e+ I( nany meeting of the shareholders of the Bank unless and until the first time at
9 y1 d; d5 I+ G# iwhich the Board of Directors has not declared the whole dividend on the
. n+ p A U7 e( B5 y4 hPreferred Shares Series 18 in any quarter. In that event, subject as
0 t, r6 f, S( _/ fhereinafter provided, the holders of Preferred Shares Series 18 will be
" U' R7 _- k3 @1 W& m6 lentitled to receive notice of, and to attend, meetings of shareholders at which2 `" S5 J/ }. h) [4 p9 B
directors of the Bank are to be elected and will be entitled to one vote for
7 q0 }5 @: j; Qeach Preferred Share Series 18 held. The voting rights of the holders of the
0 A. J6 s( S+ m1 UPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
( W* Y: x! |9 |% sthe first dividend on the Preferred Shares Series 18 to which the holders are% }: y& h' r% z( d6 U
entitled thereunder subsequent to the time such voting rights first arose until
' \/ `! Y3 [# z8 `* U+ k( [' P5 H0 \1 ysuch time as the Bank may again fail to declare the whole dividend on the4 ^9 k( r1 u# K5 d
Preferred Shares Series 18 in respect of any quarter, in which event such
- D. U) A! d% S# ] U. U# L: ^! C& t* Cvoting rights will become effective again and so on from time to time.$ N$ p5 D/ k/ ^0 _5 i
Principal Characteristics of the Preferred Shares Series 190 a; s8 m) F* h& q
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive8 p( N0 D$ y6 [: v% E
floating rate non-cumulative preferential cash dividends, as and when
. o7 Z* N B/ W* N& s' Cdeclared by the Board of Directors, subject to the provisions of the Bank Act,# f9 P$ Q: r, w- a
payable quarterly on the 25th day of February, May, August and November6 r, l' _/ T( Q. m( ^1 h8 M
in each year, in the amount per share determined by multiplying the
N2 \0 O, W( R, @applicable Quarterly Floating Dividend Rate by $25.00.
! ^( B% U! [" VOn the 30th day prior to the commencement of the initial quarterly dividend5 f; ^; ~2 Y( r2 O0 v: j4 Y
period beginning on February 25, 2014, and on the 30th day prior to the first2 g; F/ h" b7 ` Y$ d) c2 h
day of each subsequent quarterly dividend period (the initial quarterly
' V5 y( n6 o" l3 mdividend period and each subsequent quarterly dividend period is referred to9 ^! Z) {: _& r" a( V, p+ p' z
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the, l5 f0 Y' U6 H/ J7 A
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate8 B9 z- [9 P! A# E6 `5 N9 M
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
1 e0 O& d! M* l6 w& P3 `T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days3 h4 R7 }) P: J* Z$ h; i
elapsed in the applicable Quarterly Floating Rate Period divided by 365)# R ^/ u) v+ Q }5 b
determined on the 30th day prior to the first day of the applicable Quarterly% O' B* O% x+ q2 |
Floating Rate Period.$ _7 v9 n! t6 E$ A
S-5
, Q% d+ ~& d/ V- kIf the Board of Directors does not declare a dividend, or any part thereof, on- p/ [1 T- i: s% L) \! W' n
the Preferred Shares Series 19 on or before the dividend payment date for a
4 D7 _: V6 C. t: gparticular quarter, then the entitlement of the holders of the Preferred" p8 C2 m J* y" F
Shares Series 19 to receive such dividend, or to any part thereof, for such( S& b# j2 c8 a
quarter will be forever extinguished.5 U6 d4 n4 Z0 ?' z" C5 p) c1 z8 R
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
1 z, [0 j5 f$ ^Superintendent and to the provisions described below under the heading6 C$ a' y- @0 \; V- d; w
‘‘Details of the Offering — Certain Provisions of the Preferred Shares7 X2 ^0 l/ i. h
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,0 O$ F+ {. S/ o$ R
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all, p H+ B7 ^0 O! f3 i I5 }; B
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
" v5 v( [/ t" a. Aoption without the consent of the holder, by the payment of an amount in6 n- g! _# T7 L# P P
cash for each such share so redeemed of (i) $25.00 together with all declared
7 Y# V3 h: u4 v* l1 P' ]8 g: S( \and unpaid dividends to the date fixed for redemption in the case of
1 W! d4 m" q/ B oredemptions on February 25, 2019 and on February 25 every five years
" v5 S) L& L' I! Y0 Fthereafter, or (ii) $25.50 together with all declared and unpaid dividends to+ t& F- Y0 e+ [9 n. C
the date fixed for redemption in the case of redemptions on any other date0 b) ~. y+ A z$ w- [% d
on or after February 25, 2014.
; e1 r0 `2 b9 b/ i9 y3 F, s2 GConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
6 f+ B0 X9 y$ Q3 P6 B! UShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have+ p1 C9 k4 E0 K6 \/ x+ _5 S/ Y
the right, at their option, to convert, on February 25, 2019 and on. w5 C- o q2 y" c( a) Y
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
( R& w6 A& ]. Oor all of their Preferred Shares Series 19 into an equal number of Preferred
' ]* Z' E( u1 \6 t! r3 QShares Series 18 upon giving to the Bank written notice thereof not earlier" D! e4 z+ m# X
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the; @. {+ l+ M$ |" K0 f7 r1 o R
15th day preceding, a Series 19 Conversion Date.
+ S6 ~/ O' h1 W. |3 HAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
: w( ]+ \5 \: W3 d% Y. l- nProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
, Z2 e' O2 u/ d- ?Series 18, as the case may be, that there would be outstanding on such
% n" M- }3 x9 _! |9 A- S" N- TSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19, b. i) I/ z2 E5 B( m: y
such remaining number of Preferred Shares Series 19 will automatically be5 Z% D, C% w* U7 D, T$ h. ]6 W
converted on such Series 19 Conversion Date into an equal number of s; o1 L6 @$ I( { @
Preferred Shares Series 18. Additionally, if the Bank determines that, after
9 w6 C; b i3 M" t8 v2 oconversion, there would be outstanding on such Series 19 Conversion Date
% B( A$ X4 p9 {( @/ nless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
/ ^6 [4 u% U# J. VSeries 19 will be converted into Preferred Shares Series 18.
* @. \& \# \- _+ yVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
6 b' ^2 u( `% W/ lSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
- ]$ d1 w n. l- V; w( _' dany meeting of the shareholders of the Bank unless and until the first time at- V0 k7 }& ^+ @8 h5 C# W- a2 \
which the Board of Directors has not declared the whole dividend on the
& m. d! S- j1 a! X0 CPreferred Shares Series 19 in any quarter. In that event, subject as
) O( r, ?( n1 j2 w7 L1 m9 N/ ihereinafter provided, the holders of Preferred Shares Series 19 will be' P& Y0 g5 W- s& l3 N
entitled to receive notice of, and to attend, meetings of shareholders at which
1 T0 j$ C: {2 H5 M( ~directors of the Bank are to be elected and will be entitled to one vote for
. s! f! f2 p6 j) ~ Ueach Preferred Share Series 19 held. The voting rights of the holders of the2 H/ o" K4 p% }9 V: M
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of& I' `4 b' V+ w2 v& n4 o$ M9 j
the first dividend on the Preferred Shares Series 19 to which the holders are
F, M; o) r4 v6 M, x( pentitled thereunder subsequent to the time such voting rights first arose until3 f1 P9 z5 m$ s3 W! F' e$ j
such time as the Bank may again fail to declare the whole dividend on the7 V; z( n8 y L
Preferred Shares Series 19 in respect of any quarter, in which event such; Z( p- ?& r6 c
voting rights will become effective again and so on from time to time.% i$ M; x& t6 s! q# E# l# z4 x8 a
S-6
/ q' Y# a; d: `% ^" O0 }0 CPriority: The preferred shares of each series of the Bank will rank on a parity with
2 J; R! k5 b! | P nevery other series and are entitled to preference over the common shares of
$ E8 Y. C( ^4 L2 T2 n4 t0 zthe Bank and over any other shares of the Bank ranking junior to the$ s4 O. z3 X ~% v; Z8 z
preferred shares with respect to the payment of dividends and upon any
- k, R5 a9 x3 R* Wdistribution of assets in the event of the liquidation, dissolution or
3 S0 T* _6 h6 j6 |4 J9 c0 Ewinding-up of the Bank.
2 C* D4 ^; `) U9 _) L" a. ]# [Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
7 r/ i, M# r8 E4 t) b2 \# RDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
+ T- |: M/ V ?2 I3 }, ?! B/ F% YSeries 18 and Preferred Shares Series 19 will not be required to pay tax on) {7 d* r( U6 Y" b0 H. o
dividends received on such shares under Part IV.1 of such Act. |
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