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发表于 2008-11-29 16:58
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下面是BMO的:
6 v/ b z9 u0 z$ Y* nSUMMARY OF THE OFFERING0 l" W& r! j7 @) y( p4 P
This 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’’.6 @% { g( v v
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.1 `) m# x b9 O! |" j7 P+ S
Amount: $150,000,000 (6,000,000 shares).4 ?& R# S4 P1 {( U
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
- H1 \7 C( V2 \! S! F3 PPrincipal Characteristics of the Preferred Shares Series 185 A* z/ }& ^8 ^& p1 H+ i2 o$ f
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed9 z& i/ {1 v6 {& @3 ^
non-cumulative preferential cash dividends, as and when declared by the
& g `9 k. `: c. e/ Z5 [9 nBoard of Directors, subject to the provisions of the Bank Act, for the initial
' @ L" T4 ^% {- Vperiod commencing on the closing date and ending on and including1 e* ]8 ]+ S+ c& C9 W
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the& C5 m0 U3 D3 D: F$ J7 R- } k
25th day of February, May, August and November in each year, at a rate
3 Y% j* w$ |$ J6 Jequal to $0.40625 per share. The initial dividend, if declared, will be payable
" X! P6 u+ a* K/ Z( ]+ X6 J1 bMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
/ D6 d; |$ p7 j8 vdate of December 11, 2008.
& z% n7 D# Z1 D3 NFor each five-year period after the Initial Fixed Rate Period (each, a9 k" _6 g7 Z4 m
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares, h" X* d. Z" R* J: q A/ x5 N, i
Series 18 will be entitled to receive fixed non-cumulative preferential cash8 r# }1 E' k p I; o: [$ r
dividends, as and when declared by the Board of Directors, subject to the
B0 S1 Y3 x' J+ wprovisions of the Bank Act, payable quarterly on the 25th day of February,6 B5 Y% d7 M7 V) Z( |! H
May, August and November in each year, in the amount per share per annum
7 S2 a: T0 z X) m. Edetermined by multiplying the Annual Fixed Dividend Rate applicable to
" Z }# p3 V# `- csuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
3 E' V4 }) ]! Q. RRate for the ensuing Subsequent Fixed Rate Period will be determined by the6 P5 i) ^) e8 `- e7 j; H2 b
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
5 q) U& J) H& ~5 V7 t* W/ Gof such Subsequent Fixed Rate Period and will be equal to the sum of the, Q. m! Y7 x3 Q' F
Government of Canada Yield on the applicable Fixed Rate Calculation Date9 w) E+ J8 s. r8 l/ |
plus 3.83%." W6 X$ K$ o. S0 q) F+ E! {
If the Board of Directors does not declare a dividend, or any part thereof, on* M* E1 U0 }' i9 z+ P
the Preferred Shares Series 18 on or before the dividend payment date for a" I9 w5 P' j; ~4 D# r% T4 L, c
particular quarter, then the entitlement of the holders of the Preferred( H1 x% `) {3 T& A
Shares Series 18 to receive such dividend, or to any part thereof, for such. U4 B5 g, c' i. C5 r7 Q
quarter will be forever extinguished.
2 b9 y) W+ q, r+ A8 c. ORedemption: Subject to the provisions of the Bank Act and to the prior consent of the
! K1 l. P" z# {* D# ]Superintendent and to the provisions described below under ‘‘Details of the
1 {2 s/ O$ n+ f' {Offering — Certain Provisions of the Preferred Shares Series 18 as a
0 {& ^* Q* {+ Q! @Series — Restrictions on Dividends and Retirement of Shares’’, on3 i& T: x; x! J7 E8 u
February 25, 2014 and on February 25 every five years thereafter, on not
9 l c! ~2 v% ^1 F! rmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
, C$ J/ u! Z$ d" R1 ~% Ppart of the then outstanding Preferred Shares Series 18, at the Bank’s option% `) B3 u" B4 F, {
without the consent of the holder, by the payment of an amount in cash for
) S9 a# e3 j& U/ ?. reach such share so redeemed of $25.00 together with all declared and unpaid- g0 u9 L4 X, G6 e4 n* C) u
dividends to the date fixed for redemption. Y: b, ?) ?# L6 N' O" `# P, g9 F) f
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
2 e4 G. S" L; z2 j6 C0 z! j5 _Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
- f4 a) z V8 e ^- F; Ythe right, at their option, to convert, on February 25, 2014 and on* B6 o3 B- |! c: Q7 v9 B" s: X/ y
S-4
. `2 g/ c& ^5 ~3 g' T: JFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
2 z6 c& s6 D" f, O! g- ?+ q7 aor all of their Preferred Shares Series 18 into an equal number of Preferred( i/ x2 }/ I2 F' | v, J
Shares Series 19 upon giving to the Bank notice thereof not earlier than
; M- ?0 a: r% b& ]5 r30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day, q1 r1 j1 n. a& ^5 i
preceding, a Series 18 Conversion Date.0 S& }/ Q* ^/ T, C0 k! n$ a- ^
Automatic Conversion If the Bank determines, after having taken into account all shares tendered) T( H. G( d8 e
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
9 F1 O Z. \' E3 v2 N6 DSeries 19, as the case may be, that there would be outstanding on such
8 ^5 j2 D0 c) L8 U5 B$ k7 `0 WSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
! c; r' Z" }5 [& h; isuch remaining number of Preferred Shares Series 18 will automatically be+ P- Q5 Q$ d9 h
converted on such Series 18 Conversion Date into an equal number of' l/ I! \6 W, }$ t
Preferred Shares Series 19. Additionally, if the Bank determines that, after8 `+ p0 b" L0 t3 z7 S
conversion, there would be outstanding on such Series 18 Conversion Date! u- j' u9 ^' W; h( R' }
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares$ y0 e. L( i) q: b3 b0 f
Series 18 will be converted into Preferred Shares Series 19.
$ c2 q1 O0 H% V. u. C& UVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
' a- r% g7 V" f, e" {2 VSeries 18 will not be entitled as such to receive notice of, attend, or vote at,! Z4 i! h3 h3 `1 U _ J7 A
any meeting of the shareholders of the Bank unless and until the first time at
( V( g i# e3 |: u6 W9 @+ w4 F) Uwhich the Board of Directors has not declared the whole dividend on the% a3 c; w B, b6 I
Preferred Shares Series 18 in any quarter. In that event, subject as
+ m2 p; H, s/ ?3 Dhereinafter provided, the holders of Preferred Shares Series 18 will be, G( H$ F% F8 |. n5 ^
entitled to receive notice of, and to attend, meetings of shareholders at which% ?* D" V8 ^0 _$ D( }
directors of the Bank are to be elected and will be entitled to one vote for
/ T+ A: B+ d# P" e+ l" `! |each Preferred Share Series 18 held. The voting rights of the holders of the0 U' N+ o6 f0 E
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
; ?" G7 v ~: B+ Y9 [# s9 }5 G% z* jthe first dividend on the Preferred Shares Series 18 to which the holders are" J6 w% v% s, t' q2 l) h) j. X- T
entitled thereunder subsequent to the time such voting rights first arose until
% c% g1 H: w# s1 ^! A8 \+ ?such time as the Bank may again fail to declare the whole dividend on the' a. l. A& |6 t7 N+ L. b/ N. @0 |
Preferred Shares Series 18 in respect of any quarter, in which event such
; t" d9 N8 C0 d; a' F. ^* c! ~0 S, Gvoting rights will become effective again and so on from time to time.# @ L0 I. W( M) X3 u! p' p; H5 m
Principal Characteristics of the Preferred Shares Series 199 W J. @) ?& t$ o" D" R* t3 V/ Q
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive( S9 ]* {: {# d ?, _; W3 W m1 h
floating rate non-cumulative preferential cash dividends, as and when
# v2 b8 q; P3 ^5 M6 q0 V6 H! kdeclared by the Board of Directors, subject to the provisions of the Bank Act,
. K8 ^! O( w4 j* Z3 R4 Bpayable quarterly on the 25th day of February, May, August and November
$ f ?& n$ a3 f: R* Zin each year, in the amount per share determined by multiplying the
" T) ~- {* [7 o8 `& napplicable Quarterly Floating Dividend Rate by $25.00.
6 s1 m) s$ E8 u" }On the 30th day prior to the commencement of the initial quarterly dividend' h @1 e" l. h
period beginning on February 25, 2014, and on the 30th day prior to the first8 t0 O: b; H& d3 P
day of each subsequent quarterly dividend period (the initial quarterly6 ? G R! U. x/ @7 U
dividend period and each subsequent quarterly dividend period is referred to
|9 [2 H' A5 x: Bas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the" y( ]; k' \ r) Y! a6 f Y
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
$ F! ~& c( K3 N. A" KPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
2 e S# `! Q( W/ q& kT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
8 Y6 L5 Q7 a6 J ?: n* helapsed in the applicable Quarterly Floating Rate Period divided by 365)
& F2 {% o0 j. \8 T& A& pdetermined on the 30th day prior to the first day of the applicable Quarterly
8 _5 g1 ^* m& _6 N+ \9 c% f0 x5 EFloating Rate Period.
0 |4 \# h- V9 \8 vS-5
# k) p% y ^4 q1 I- ]/ ^+ m) ~! [If the Board of Directors does not declare a dividend, or any part thereof, on
$ [+ A! t% ], ~# U, s6 R- Lthe Preferred Shares Series 19 on or before the dividend payment date for a
( E- ?. g( B4 d8 vparticular quarter, then the entitlement of the holders of the Preferred; n1 J$ m( s9 l" @. l
Shares Series 19 to receive such dividend, or to any part thereof, for such5 t- U7 R* Z* Q
quarter will be forever extinguished.; }& `7 ?0 N; t9 p6 f/ I* [' S9 W
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the* H( ]# k# K. i
Superintendent and to the provisions described below under the heading7 N1 ~: c( J K2 z( K8 x
‘‘Details of the Offering — Certain Provisions of the Preferred Shares' @9 I' d$ M9 B+ q" h" h
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
9 \# P3 o$ O9 J( l3 Con not more than 60 nor less than 30 days’ notice, the Bank may redeem all1 G# N \- y. s- @
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s* y9 |! C' x- v4 D4 N" u
option without the consent of the holder, by the payment of an amount in) s; ?+ b' ^7 R1 d% Q
cash for each such share so redeemed of (i) $25.00 together with all declared
% @6 C: Z0 a1 fand unpaid dividends to the date fixed for redemption in the case of
5 {& b/ B. _! ?! Iredemptions on February 25, 2019 and on February 25 every five years( M( l# H; I2 p- j( V. k
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to3 n9 A# V1 D/ X9 f
the date fixed for redemption in the case of redemptions on any other date/ Z. [5 f" H) t1 O) ]
on or after February 25, 2014., L Z) H) @, e( N( a
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
6 e. S# S. X2 y# a! Q+ i6 LShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have! O( M5 @- B4 o2 i0 J, t
the right, at their option, to convert, on February 25, 2019 and on- z2 C1 G! i. V- V
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any) w7 q2 @8 @0 k3 j6 U
or all of their Preferred Shares Series 19 into an equal number of Preferred
( D/ U# B* V: |0 b$ k# Y* v5 lShares Series 18 upon giving to the Bank written notice thereof not earlier
. K8 s0 b3 L7 q% f9 Y; o8 s. ythan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
6 ?# z8 g1 H2 [; j' V15th day preceding, a Series 19 Conversion Date.) |) ^4 B0 l$ X; j( S
Automatic Conversion If the Bank determines, after having taken into account all shares tendered2 p- a J x3 p4 t7 T5 l
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
* r( {- E; g1 @3 {. M0 g9 l2 mSeries 18, as the case may be, that there would be outstanding on such
1 @$ l/ k3 e: F+ V; }Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
& L5 g, O; O9 k" e, `" `4 S( { S, dsuch remaining number of Preferred Shares Series 19 will automatically be
. h& s) r5 J1 ^0 o! o2 Bconverted on such Series 19 Conversion Date into an equal number of/ O t# [/ f/ C
Preferred Shares Series 18. Additionally, if the Bank determines that, after
* `% d( ^ V# C* e4 }- b( E2 lconversion, there would be outstanding on such Series 19 Conversion Date$ c8 C: y. K7 J
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares; Z6 E' i8 ^% R5 j: ^; V% l& B
Series 19 will be converted into Preferred Shares Series 18.. F# E7 I3 v( k# i0 ~. p6 P
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
2 @: b1 p- V. v* E7 E+ iSeries 19 will not be entitled as such to receive notice of, attend, or vote at,2 }& Z; @. \. K
any meeting of the shareholders of the Bank unless and until the first time at
" D1 B3 N- R* ^! {4 y$ f; Twhich the Board of Directors has not declared the whole dividend on the: m. A2 ] T% @. y
Preferred Shares Series 19 in any quarter. In that event, subject as8 r9 T6 A: u4 F$ q8 E: w! }
hereinafter provided, the holders of Preferred Shares Series 19 will be
2 r2 o8 N9 O. ?3 ?" V ~* x; oentitled to receive notice of, and to attend, meetings of shareholders at which4 b9 R I* v7 I) c9 S: v
directors of the Bank are to be elected and will be entitled to one vote for$ n6 z0 v- E* P
each Preferred Share Series 19 held. The voting rights of the holders of the
. ?; f9 z( p4 V/ B7 b0 lPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
% W5 u7 o3 p: U# K( u& Zthe first dividend on the Preferred Shares Series 19 to which the holders are
, g; I; F7 E* a7 Pentitled thereunder subsequent to the time such voting rights first arose until
. [. ?% H. s* A& ksuch time as the Bank may again fail to declare the whole dividend on the# B4 F6 \9 {" j% \
Preferred Shares Series 19 in respect of any quarter, in which event such- i3 c5 z' a) P* t, O
voting rights will become effective again and so on from time to time.
" k h9 r6 {: q ] T$ B7 q+ tS-6
2 U9 _% A% H3 @( j1 TPriority: The preferred shares of each series of the Bank will rank on a parity with
& p% z* {; }- `' i; F! `every other series and are entitled to preference over the common shares of
# O7 @0 ^ b. W2 F# r r! u! Fthe Bank and over any other shares of the Bank ranking junior to the
$ T6 [/ \$ W. K# P0 p2 npreferred shares with respect to the payment of dividends and upon any! U0 J& O: @6 R" Q/ A% f1 f# b6 [& _
distribution of assets in the event of the liquidation, dissolution or2 r4 a7 m" X+ ^$ y6 c
winding-up of the Bank.- t9 F, |: Z( B2 }
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
9 d+ l: P H1 s' aDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
0 B) \3 n9 s" f( R+ PSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
1 |; |1 ?: B5 u6 @' q+ m9 pdividends received on such shares under Part IV.1 of such Act. |
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