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发表于 2008-11-29 16:58
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下面是BMO的:
) Y1 |: U. T9 U' u$ tSUMMARY OF THE OFFERING; Y" i6 u" G1 G6 T
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’’.
& T. b* ^& D2 h) v/ NIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
6 x8 d2 U# {9 }6 V2 zAmount: $150,000,000 (6,000,000 shares).
% [9 R- K5 X r; [8 q |3 ]Price and Yield: $25.00 per share to yield initially 6.50% per annum./ f& [6 }8 b4 x9 _1 n
Principal Characteristics of the Preferred Shares Series 18' z/ A4 j' _" h0 R0 F' [ E1 |; [! ^
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
3 c* z T% a4 Y$ U( _' r5 u0 ynon-cumulative preferential cash dividends, as and when declared by the
! E* e2 l& w+ c, S' d& T4 ^Board of Directors, subject to the provisions of the Bank Act, for the initial
/ i+ B6 E' K# q" Nperiod commencing on the closing date and ending on and including7 I$ h* N& l) |- t: ]8 c1 l8 s4 F3 u( T
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the- y2 O- X! B% b u
25th day of February, May, August and November in each year, at a rate
' I. w, c. z# F- z @' t: Bequal to $0.40625 per share. The initial dividend, if declared, will be payable$ P6 L( ^. A7 x
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
1 Z" G" z) a" S) Mdate of December 11, 2008.& X; ^8 M+ B0 ^8 T6 n, t: d8 e
For each five-year period after the Initial Fixed Rate Period (each, a! W& w/ ?/ `$ l
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares/ r$ p" I$ N. l+ n! j$ U8 g" B! k
Series 18 will be entitled to receive fixed non-cumulative preferential cash* I p: g! d' c! J" k. u& M
dividends, as and when declared by the Board of Directors, subject to the5 X+ _5 a$ I# ~- ^) T8 V6 O* \
provisions of the Bank Act, payable quarterly on the 25th day of February,
- s. z+ [! Q6 W: H/ I! @( PMay, August and November in each year, in the amount per share per annum# i" U/ S5 {- r8 Q
determined by multiplying the Annual Fixed Dividend Rate applicable to+ T/ Y! T' {& J: [- r( I
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
) C! `2 O8 \- Y' B3 R1 O+ `" ERate for the ensuing Subsequent Fixed Rate Period will be determined by the* X+ ` [3 z+ m
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day3 M6 v C/ e- a- s
of such Subsequent Fixed Rate Period and will be equal to the sum of the2 i! k- c7 U7 t, ]8 F1 q; N) i
Government of Canada Yield on the applicable Fixed Rate Calculation Date Y% Q5 h4 i. D6 B) M. V
plus 3.83%.
5 u9 A2 ?+ T6 X% PIf the Board of Directors does not declare a dividend, or any part thereof, on
" R, ^/ U, Z" }the Preferred Shares Series 18 on or before the dividend payment date for a
2 Q* G) S. n, A; e: ]. Sparticular quarter, then the entitlement of the holders of the Preferred
4 L) |" L4 E* ~Shares Series 18 to receive such dividend, or to any part thereof, for such
2 B% t# n f4 I5 ^( h ^9 ^quarter will be forever extinguished.! u; A9 Y0 Q$ v! L' X
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the# h6 u" {$ T, c9 X6 d' w
Superintendent and to the provisions described below under ‘‘Details of the$ t! q: p0 q+ d
Offering — Certain Provisions of the Preferred Shares Series 18 as a
: l) }, @- p ]) ySeries — Restrictions on Dividends and Retirement of Shares’’, on B6 ^0 }8 j% ?4 O
February 25, 2014 and on February 25 every five years thereafter, on not
K. j$ S. L' n! `. U: q- i# R9 R; lmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any* Z2 O3 A8 |2 O
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
- L* J7 O- ~! Uwithout the consent of the holder, by the payment of an amount in cash for
( ^* q9 M# T. k5 A+ f! e, meach such share so redeemed of $25.00 together with all declared and unpaid
$ r7 o# r$ _2 ^* h! @7 odividends to the date fixed for redemption.3 D+ A @" ~% V: X* ^
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic2 f2 C# D6 ]) l0 ?$ F
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have; h' A- u! s8 G$ ?% P$ f
the right, at their option, to convert, on February 25, 2014 and on6 T$ p/ `( O) Q: M7 d( J
S-4
) Z8 I6 C! f* I+ kFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any$ I5 s7 E) K- q7 D; b1 r+ f; h+ `" f
or all of their Preferred Shares Series 18 into an equal number of Preferred8 e, V; ^) \( ?6 Z& k
Shares Series 19 upon giving to the Bank notice thereof not earlier than
: o9 r: M5 i1 e. r30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day8 G5 [3 g9 Q8 c' P3 r- u3 @! X0 i
preceding, a Series 18 Conversion Date.4 z" p: N2 p# [
Automatic Conversion If the Bank determines, after having taken into account all shares tendered x1 S4 d7 @, \- U
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares, Y5 H: G6 p: k
Series 19, as the case may be, that there would be outstanding on such! A$ `" u- v+ e; J% q* ^9 _
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
: ^- e& |, _! z+ B: K1 zsuch remaining number of Preferred Shares Series 18 will automatically be
7 f" L8 n5 b9 G, x- cconverted on such Series 18 Conversion Date into an equal number of
- L, |: W J+ {* }Preferred Shares Series 19. Additionally, if the Bank determines that, after( E, J+ b% G5 M: N6 s/ j: X/ c" k
conversion, there would be outstanding on such Series 18 Conversion Date
& b% n! j7 Y. O: y Hless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
) l3 m5 Q" `0 ASeries 18 will be converted into Preferred Shares Series 19./ i% H& P( r) [$ F- [6 O6 D5 b: J
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares% o: y! o6 z9 l. ~
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
# _. Z* k; Y' C- G) nany meeting of the shareholders of the Bank unless and until the first time at6 W% f+ b3 X, p: _
which the Board of Directors has not declared the whole dividend on the4 D- Z& d8 q8 t; ]
Preferred Shares Series 18 in any quarter. In that event, subject as
7 S% ?) m, e% \1 |/ J) khereinafter provided, the holders of Preferred Shares Series 18 will be/ l4 |- ~, ]' u3 E+ W# Y5 T
entitled to receive notice of, and to attend, meetings of shareholders at which
0 O& Z$ r8 @6 y# @5 Idirectors of the Bank are to be elected and will be entitled to one vote for
$ C# A1 r8 h2 X% y$ D$ V* n' teach Preferred Share Series 18 held. The voting rights of the holders of the
' _ E. H) |. x1 {Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
" D$ v" W" M! C6 s" h8 bthe first dividend on the Preferred Shares Series 18 to which the holders are
* B# p* Y' C7 M6 ^0 b9 h' g" m! L" {entitled thereunder subsequent to the time such voting rights first arose until
4 R; c" a6 t$ x1 n- Qsuch time as the Bank may again fail to declare the whole dividend on the
: _! {4 g9 g1 t( R4 t; uPreferred Shares Series 18 in respect of any quarter, in which event such8 J6 f. w; ]$ A
voting rights will become effective again and so on from time to time.6 p8 e# d1 o8 F2 X( y
Principal Characteristics of the Preferred Shares Series 19# O% [* K# m9 `. x6 A
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
+ N& J4 R/ P. m) ~+ ifloating rate non-cumulative preferential cash dividends, as and when
& W: u; e) c6 h; O( d6 ~* w" f- ~declared by the Board of Directors, subject to the provisions of the Bank Act,. Y S# l! n8 V( Z1 [ A+ `
payable quarterly on the 25th day of February, May, August and November
- ]+ b- X/ A2 P/ N2 U( m7 ^9 X& F( gin each year, in the amount per share determined by multiplying the
. O' v# l* P0 Z3 P* e0 A, e( Zapplicable Quarterly Floating Dividend Rate by $25.00.- ?3 R4 O. ^; [) Z5 T
On the 30th day prior to the commencement of the initial quarterly dividend7 ?5 s- y. L3 c+ I
period beginning on February 25, 2014, and on the 30th day prior to the first6 g7 G9 i1 V5 F+ y) J
day of each subsequent quarterly dividend period (the initial quarterly
) R7 ?* k, Y: Z4 A% [) H; m( h, tdividend period and each subsequent quarterly dividend period is referred to
4 R, p# B6 x7 W, }as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
: _( q, r Z+ i% n) F, t2 R6 c$ zQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate; q. P# u2 i; e! d$ x
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
& z& {" S* M1 t0 S+ z8 k7 qT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days# _- `* E, i% X0 w: D* z
elapsed in the applicable Quarterly Floating Rate Period divided by 365)* N2 \8 n5 F n* Z0 O
determined on the 30th day prior to the first day of the applicable Quarterly
& b0 C: {& m' pFloating Rate Period.
- d9 F% X: V0 {# E6 i6 G/ v) R6 gS-5# o: @% X! H. S) Y; S
If the Board of Directors does not declare a dividend, or any part thereof, on
( X( J! k' r0 U" d- `, G5 s1 lthe Preferred Shares Series 19 on or before the dividend payment date for a7 R+ O. a& C: v0 L' ^. k
particular quarter, then the entitlement of the holders of the Preferred
7 }# t1 ~& j" Z6 gShares Series 19 to receive such dividend, or to any part thereof, for such
' [; W' F, [) e' Squarter will be forever extinguished.9 v, n4 p. S# ?
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the2 A% X8 H8 l1 P! s/ M8 A5 T J4 ]0 V
Superintendent and to the provisions described below under the heading
% R L% U( ^- R; ?& f. }# m/ U‘‘Details of the Offering — Certain Provisions of the Preferred Shares
- h8 \ y& @' b$ r0 ESeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,+ {* A1 r, V7 u3 x: E
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all) y9 \. R6 U& p K$ b
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
2 `1 h. w" h3 O: roption without the consent of the holder, by the payment of an amount in
w; I Y5 T9 ^1 \* Vcash for each such share so redeemed of (i) $25.00 together with all declared! ^( K. T6 w% D6 V4 z" h
and unpaid dividends to the date fixed for redemption in the case of% P8 j) W& i# z% ]- d8 ^& ~
redemptions on February 25, 2019 and on February 25 every five years
: B+ `, B | W7 R9 q, Z, q5 Nthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
/ ?- k! @* h" z& Q, @the date fixed for redemption in the case of redemptions on any other date* P& X; M0 n9 C& ^" j* @
on or after February 25, 2014./ g; t. t; R( B. R1 M
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic) n: W: {( H& v) I* K8 ^; W
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have0 v: x( q8 P, ?& p/ S
the right, at their option, to convert, on February 25, 2019 and on% A8 v' U- f+ g$ S' S4 V5 h
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any3 p/ e7 T- w J& K9 e
or all of their Preferred Shares Series 19 into an equal number of Preferred) u% _- M/ K5 u, }4 N# T
Shares Series 18 upon giving to the Bank written notice thereof not earlier
# D+ p* Y* {4 v) U7 Z2 y5 Tthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the2 e S1 _2 ` ^: n R
15th day preceding, a Series 19 Conversion Date.& D& }& F* h6 L" j/ W
Automatic Conversion If the Bank determines, after having taken into account all shares tendered" z$ D5 G5 E! T T9 A, O4 F
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares; g1 o) W2 @) s2 [3 P
Series 18, as the case may be, that there would be outstanding on such
! ]' _( E, D k, C2 V% @Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,6 ~ _- z7 ]% i6 ^
such remaining number of Preferred Shares Series 19 will automatically be
3 g0 c {7 \. q3 ] i( x0 bconverted on such Series 19 Conversion Date into an equal number of, x( W2 |3 D: J4 v; i4 M0 C2 r" d
Preferred Shares Series 18. Additionally, if the Bank determines that, after1 ]4 |# `* u! p- i% _: w
conversion, there would be outstanding on such Series 19 Conversion Date' k9 P* q2 E1 C. o2 V
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares% T r! [6 X# @) N. x T3 b- a8 K
Series 19 will be converted into Preferred Shares Series 18.
1 a0 Y; ^1 d! w3 `Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
! p* a6 \& z+ L8 }1 a, ^0 B4 a" b" OSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
( N! e4 f& C6 Q' Z6 ^any meeting of the shareholders of the Bank unless and until the first time at0 ?% l8 `7 H# [7 B$ {0 V( R6 L
which the Board of Directors has not declared the whole dividend on the5 @' s9 A& K9 S/ y- J( H
Preferred Shares Series 19 in any quarter. In that event, subject as
* ?% F6 v( g7 _9 a. p7 whereinafter provided, the holders of Preferred Shares Series 19 will be
% s& Y7 s5 C, I/ a! Uentitled to receive notice of, and to attend, meetings of shareholders at which
' ^5 a7 @# y4 C4 j7 Y( Q6 |directors of the Bank are to be elected and will be entitled to one vote for# e3 b4 i$ X( Y" X( a% V# P" T T
each Preferred Share Series 19 held. The voting rights of the holders of the# o2 Z0 [! L0 ]5 t r& i2 H2 d
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
5 u: K' t$ U8 Y g* Dthe first dividend on the Preferred Shares Series 19 to which the holders are O( J) Y9 }- y5 h
entitled thereunder subsequent to the time such voting rights first arose until- @( T, I9 i2 b4 J! s& @
such time as the Bank may again fail to declare the whole dividend on the
' M, P4 R3 Y' W4 G: y- l8 BPreferred Shares Series 19 in respect of any quarter, in which event such8 Z/ Q! F! h7 j0 u, [
voting rights will become effective again and so on from time to time.% Q& E6 u( P% L! {8 N7 }) h# F
S-6
; q% T, _" b; d; y" F/ oPriority: The preferred shares of each series of the Bank will rank on a parity with2 `5 k1 @4 Y& V4 b7 Z8 G9 w$ @
every other series and are entitled to preference over the common shares of1 o$ w' K/ `% K
the Bank and over any other shares of the Bank ranking junior to the3 G- s6 E8 }9 n% c
preferred shares with respect to the payment of dividends and upon any
9 m/ ^+ P) V5 ?$ e4 G5 edistribution of assets in the event of the liquidation, dissolution or
, p! ^1 N$ x: b4 a7 \0 Awinding-up of the Bank.
& I2 C7 n k7 `. y! uTax on Preferred Share The Bank will elect, in the manner and within the time provided under% e! u8 y' C9 V( K
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares% @% C' a c# K; A2 b% J; g& a: w
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
: w5 A3 ^2 \6 d. h" |dividends received on such shares under Part IV.1 of such Act. |
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