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发表于 2008-11-29 16:58
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下面是BMO的:
8 v! A! D8 L6 W6 x0 H& w; HSUMMARY OF THE OFFERING
) \ _6 F2 w, LThis 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’’.& A% ^9 w' r( j" ^* O) s( C
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
& G( r+ j$ }; |3 d3 }3 X) NAmount: $150,000,000 (6,000,000 shares).2 T! O2 h( U7 s, G0 E; M& a) {
Price and Yield: $25.00 per share to yield initially 6.50% per annum.7 m& t# C. h/ n7 y7 z; ~, P
Principal Characteristics of the Preferred Shares Series 18& v6 E# @/ }7 n
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed. a( R g1 s) ~% Z! l4 d
non-cumulative preferential cash dividends, as and when declared by the
w* ]% k1 V1 L3 D$ W* v- p4 X" |Board of Directors, subject to the provisions of the Bank Act, for the initial
B* T8 U4 ]7 p. c5 l+ {period commencing on the closing date and ending on and including
( ~: q9 o, I' ?) g- B3 KFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
^5 J+ M* u+ C" x$ D- s) Y25th day of February, May, August and November in each year, at a rate9 z U# D) ?" w" u8 W, m: ]; y
equal to $0.40625 per share. The initial dividend, if declared, will be payable
8 o6 j6 D1 k# F2 IMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing6 x8 M% f O( _" _3 z& b
date of December 11, 2008.
5 q$ ]* v( c) KFor each five-year period after the Initial Fixed Rate Period (each, a
# {: u- m6 w$ O f( ], i& C+ w( c‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares# G J* |+ A8 H X/ ~
Series 18 will be entitled to receive fixed non-cumulative preferential cash1 Q# ]% W c6 _) C/ K
dividends, as and when declared by the Board of Directors, subject to the- z; m! h e$ D6 D
provisions of the Bank Act, payable quarterly on the 25th day of February,/ h. g" r+ T3 U
May, August and November in each year, in the amount per share per annum4 x5 ?) P5 U8 d- P: u* w5 G
determined by multiplying the Annual Fixed Dividend Rate applicable to
6 a: @3 |- f' b A4 Gsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend7 J! s# H! ]8 {* X
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
, u7 K" r& N4 \, }; @; vBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day- e" h6 Y5 m+ ` F/ g& ?; a
of such Subsequent Fixed Rate Period and will be equal to the sum of the4 F' ?* Z4 w4 I& i2 v- D
Government of Canada Yield on the applicable Fixed Rate Calculation Date
% Z; R! G9 M1 ~7 E( Q3 U- Wplus 3.83%.( O, c7 ]% {4 F9 ]* t$ R- ~
If the Board of Directors does not declare a dividend, or any part thereof, on
1 S" i$ A5 s% x" T; L2 Uthe Preferred Shares Series 18 on or before the dividend payment date for a
6 ^' t+ s) g" N9 T8 `particular quarter, then the entitlement of the holders of the Preferred/ a/ X% Z3 m, d# v/ V$ R3 R" R* {: Z
Shares Series 18 to receive such dividend, or to any part thereof, for such
9 j6 Z: @8 b0 \quarter will be forever extinguished.9 }! @8 X" H* p( |" I; C8 [
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the8 R5 c6 e/ w$ N# A# b
Superintendent and to the provisions described below under ‘‘Details of the# {, u U/ k* p( J; [& m/ k
Offering — Certain Provisions of the Preferred Shares Series 18 as a
0 c7 d* c) Y4 T3 W8 F/ c2 o* GSeries — Restrictions on Dividends and Retirement of Shares’’, on* [! a- p. G v! ]( v8 J4 I* w
February 25, 2014 and on February 25 every five years thereafter, on not% ?, r2 y6 i# Z: G2 K
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any7 B& F8 N% P5 \$ c) |3 ~
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
m% F0 x' S. Dwithout the consent of the holder, by the payment of an amount in cash for e$ H; O; Z8 x2 z
each such share so redeemed of $25.00 together with all declared and unpaid( Y. C9 K( t* @( c. s
dividends to the date fixed for redemption.6 G" ?4 A5 w8 } z
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
0 d5 \! a2 E" e% pShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
4 e, S$ j2 K) ?$ c' n. Lthe right, at their option, to convert, on February 25, 2014 and on* S' ?9 Z. p, @
S-44 }7 v! [+ h3 q' v
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any) r9 F- x' Y! z( G
or all of their Preferred Shares Series 18 into an equal number of Preferred
$ u7 ^( P1 N+ Q0 l0 k8 YShares Series 19 upon giving to the Bank notice thereof not earlier than5 T6 t6 I' w% s
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day2 \) }! a6 O4 [) X
preceding, a Series 18 Conversion Date.
( f% b; u6 d: WAutomatic Conversion If the Bank determines, after having taken into account all shares tendered! H, G& `- {2 Y( {9 I7 @/ g
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares' ^4 J- j% Y: I4 N; v* _& v+ R
Series 19, as the case may be, that there would be outstanding on such9 W) n, Y. S* ~7 m( a/ G0 w
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,7 n6 O% Y$ B8 Q. L& y4 l0 E0 [ A R
such remaining number of Preferred Shares Series 18 will automatically be! N+ b9 I/ X# F7 p& _( |
converted on such Series 18 Conversion Date into an equal number of
8 E9 a0 j) Q4 ~, APreferred Shares Series 19. Additionally, if the Bank determines that, after. B7 z+ ?0 S. @" q6 |& P: P2 G' E0 _
conversion, there would be outstanding on such Series 18 Conversion Date* A$ L! x5 G2 X+ B9 l$ _
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares) |- ?/ I0 m" d+ y- H
Series 18 will be converted into Preferred Shares Series 19.! z7 a! F$ H0 o0 c
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares/ L9 W/ J s2 x' K9 K3 y$ @- i
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
3 G1 ~! l1 [ O% Y/ T# Z6 eany meeting of the shareholders of the Bank unless and until the first time at
]# e6 i5 q2 Nwhich the Board of Directors has not declared the whole dividend on the0 i3 B! J% p5 H( h3 f
Preferred Shares Series 18 in any quarter. In that event, subject as
0 i9 x2 q/ q4 A w8 U! Ehereinafter provided, the holders of Preferred Shares Series 18 will be
8 K+ p- n, ~# V# U6 X1 ^entitled to receive notice of, and to attend, meetings of shareholders at which
. N5 J3 `3 }; Gdirectors of the Bank are to be elected and will be entitled to one vote for. F" N9 L x, `1 d! W1 y
each Preferred Share Series 18 held. The voting rights of the holders of the9 g/ i6 R; h4 g
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of/ r& f; C- }8 U1 l! j' O I
the first dividend on the Preferred Shares Series 18 to which the holders are6 e9 x+ O% _1 v2 v
entitled thereunder subsequent to the time such voting rights first arose until
5 M' o# n! k* J: v9 d6 R- _* wsuch time as the Bank may again fail to declare the whole dividend on the& W& @! t3 m+ ~3 l* w2 p
Preferred Shares Series 18 in respect of any quarter, in which event such$ z1 D4 |0 X$ y7 U
voting rights will become effective again and so on from time to time.
3 b8 s; o5 Q/ K* p5 I n5 WPrincipal Characteristics of the Preferred Shares Series 19
# \' S V" I0 _8 M x4 `' l- }7 U* XDividends: The holders of the Preferred Shares Series 19 will be entitled to receive |9 n/ m' I d3 t1 ^& k& T* S
floating rate non-cumulative preferential cash dividends, as and when. R! B( I6 N7 g; E9 S+ \8 ~
declared by the Board of Directors, subject to the provisions of the Bank Act,
, L* d" F& n$ e9 Kpayable quarterly on the 25th day of February, May, August and November
G7 e% V$ a5 T% R) O- |in each year, in the amount per share determined by multiplying the
$ ?! w! k! a% Bapplicable Quarterly Floating Dividend Rate by $25.00.4 c5 i5 L: y# u8 q8 N
On the 30th day prior to the commencement of the initial quarterly dividend" z7 L0 `- } D
period beginning on February 25, 2014, and on the 30th day prior to the first1 ^. e& o5 w/ e% h
day of each subsequent quarterly dividend period (the initial quarterly
2 ?% R% ?) [8 I9 X# o" I$ d+ xdividend period and each subsequent quarterly dividend period is referred to
% c. M2 o. g m; eas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the/ y) C, Z1 l7 G4 r# E i2 I: k& x
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate, m& J) R8 T1 ]! Q& A# _+ b
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
" n4 t* d Z$ a+ ~) ?6 t4 C% g5 A4 \T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
0 q/ Z. \: L, x xelapsed in the applicable Quarterly Floating Rate Period divided by 365)) \ C7 P3 M+ q; K4 W
determined on the 30th day prior to the first day of the applicable Quarterly0 v' y8 K/ L S9 ?. s4 [4 T* Z
Floating Rate Period.6 _- a( ?/ I; c% z4 S9 |2 w
S-5
& T K4 }" e8 U8 k* oIf the Board of Directors does not declare a dividend, or any part thereof, on
- Q. Q6 ~) F+ |$ [) v3 Vthe Preferred Shares Series 19 on or before the dividend payment date for a5 c. d1 Y; L$ c x
particular quarter, then the entitlement of the holders of the Preferred
' s# [3 `% U, m9 k' W5 z5 K: T" z7 WShares Series 19 to receive such dividend, or to any part thereof, for such+ S' [. b% ~! \& n
quarter will be forever extinguished.
4 D! ?1 x5 ^, K9 }/ ]Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
+ u7 v, Q5 f3 G s; A) E- j2 VSuperintendent and to the provisions described below under the heading
! C0 c5 S1 c# K+ J) A" s‘‘Details of the Offering — Certain Provisions of the Preferred Shares
/ _3 z# M8 ^" l8 k$ y1 LSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,5 H7 C5 K" `- ]/ Y p; ^
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all: T! F! E' V; m# ]8 j6 z. T0 E
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
( I P. y- B" N9 n1 l8 L3 Koption without the consent of the holder, by the payment of an amount in$ \+ E% O" k) m' a# u
cash for each such share so redeemed of (i) $25.00 together with all declared0 F: E* D# M6 q' e
and unpaid dividends to the date fixed for redemption in the case of5 d: f8 a9 ~7 d- @7 Y- N4 v( Y' e
redemptions on February 25, 2019 and on February 25 every five years8 m. j* T3 J$ K5 i( k: J; O2 j Z
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to" q) d- p% W8 O! n7 Y8 Q
the date fixed for redemption in the case of redemptions on any other date+ n/ Y$ ]* W0 H" R
on or after February 25, 2014.
# i8 v+ r5 \$ g0 D; K" ?Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
; z" n' N7 c5 G' H2 A, J$ tShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
+ j! z* ?+ Z$ ~# ]1 M. Dthe right, at their option, to convert, on February 25, 2019 and on: v- C# u0 D$ S, p- g% v7 g
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any5 V. I6 D9 P8 R7 Y5 {/ D/ }5 U
or all of their Preferred Shares Series 19 into an equal number of Preferred4 P- e+ z& W( G' E1 f8 c
Shares Series 18 upon giving to the Bank written notice thereof not earlier0 G e' _4 i6 R* ]" F* E0 [
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
: _, j4 S7 Z0 J15th day preceding, a Series 19 Conversion Date.
9 `$ T: ]- T2 S4 ]Automatic Conversion If the Bank determines, after having taken into account all shares tendered7 N, x. V4 k b& |0 Z+ j
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares; a: |$ e- T% |' t i9 z
Series 18, as the case may be, that there would be outstanding on such) C! z' o1 C% j0 S1 L
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,$ S( V. x& \, k) m4 v, ?& n5 y+ T
such remaining number of Preferred Shares Series 19 will automatically be
. {& [ R2 I+ J8 P" ~converted on such Series 19 Conversion Date into an equal number of
7 U2 z' T6 [5 G0 @* V. k( @Preferred Shares Series 18. Additionally, if the Bank determines that, after' G# v5 P2 g9 S! U
conversion, there would be outstanding on such Series 19 Conversion Date
2 Q7 z" i+ M, q0 Q$ Y4 T+ n( Y! iless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares, L9 a. @ U& i: r
Series 19 will be converted into Preferred Shares Series 18.- O f- v, \( ^6 ~
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
3 w2 [% \( R$ }- J4 ]2 DSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
1 g, X* J+ T! i' R) k- R% Iany meeting of the shareholders of the Bank unless and until the first time at% h0 ]. B: S' o4 K ^
which the Board of Directors has not declared the whole dividend on the
5 o+ K5 }3 N" r0 rPreferred Shares Series 19 in any quarter. In that event, subject as
( }$ |0 x* T: z2 d3 Qhereinafter provided, the holders of Preferred Shares Series 19 will be, P2 e# M/ J/ I* z
entitled to receive notice of, and to attend, meetings of shareholders at which+ z' w! C: N- w% L
directors of the Bank are to be elected and will be entitled to one vote for
9 |7 H B# b( I: v) r9 [& Geach Preferred Share Series 19 held. The voting rights of the holders of the4 ^2 n4 ?% s; }+ F
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
* D% _2 g% [ _the first dividend on the Preferred Shares Series 19 to which the holders are
0 m+ y- L/ p% Y4 l$ O( uentitled thereunder subsequent to the time such voting rights first arose until7 {% H$ C" S s' `0 ~- b7 ?
such time as the Bank may again fail to declare the whole dividend on the. Y0 r3 [- {3 o8 {5 u- ]3 R
Preferred Shares Series 19 in respect of any quarter, in which event such0 ^9 v% B5 A3 P0 n9 j: z
voting rights will become effective again and so on from time to time.
. d$ T ]0 `7 ]1 v! E. T$ TS-6
# A, ?# Q0 D5 ^: M( p1 s( QPriority: The preferred shares of each series of the Bank will rank on a parity with
* O1 @5 N4 w$ ~* qevery other series and are entitled to preference over the common shares of2 U" j6 H2 r S' P
the Bank and over any other shares of the Bank ranking junior to the+ _2 r/ |* y: p
preferred shares with respect to the payment of dividends and upon any! u- N! s* U8 F1 `9 W3 Q
distribution of assets in the event of the liquidation, dissolution or
2 x. Z K$ x1 C2 W' |, ]1 wwinding-up of the Bank., q+ {$ H4 ^( W: m+ G1 L
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under6 O& M# ]4 C/ R
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
! [& }% D2 } M4 T$ l7 z W6 \Series 18 and Preferred Shares Series 19 will not be required to pay tax on
$ _$ f# D: V* ?! R% hdividends received on such shares under Part IV.1 of such Act. |
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