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发表于 2008-11-29 16:58
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下面是BMO的:
2 E* R6 I5 A- M4 m0 |5 HSUMMARY OF THE OFFERING
. ]! S8 p. s2 @# ^0 y- l3 oThis 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’’., ~/ ?. v) t3 m) K% ?
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.: \! M7 @. o' u& s0 U6 F
Amount: $150,000,000 (6,000,000 shares).
9 ]1 q, e: g8 [' G6 y* ^; K6 |2 l K- B1 bPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
: e4 t* Q9 V" r8 p0 L$ G: YPrincipal Characteristics of the Preferred Shares Series 186 P( F) `* ^: f. T1 q3 E% ~. S, l
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed5 M! o0 A1 Q3 N$ a- f$ @' d
non-cumulative preferential cash dividends, as and when declared by the
1 }4 M. @( t$ b$ pBoard of Directors, subject to the provisions of the Bank Act, for the initial
# ?! |) S+ Y6 T L1 Rperiod commencing on the closing date and ending on and including
( g* q8 I3 ^( [1 D0 GFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
8 L) |8 v a0 ?. I v0 ]6 Z25th day of February, May, August and November in each year, at a rate
2 z2 Z; i5 @" q! |: Q! E* Aequal to $0.40625 per share. The initial dividend, if declared, will be payable) Y- i8 `( Z7 i7 N, c
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing0 b' a, t$ R# w# H) m
date of December 11, 2008.
+ q% x1 N3 R( F9 B/ `# bFor each five-year period after the Initial Fixed Rate Period (each, a, \4 Z0 g# t+ T% L* ?
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
9 M* ]! M: o) U) C4 {Series 18 will be entitled to receive fixed non-cumulative preferential cash7 T5 F# h' l/ g* t# p {
dividends, as and when declared by the Board of Directors, subject to the5 V% {& g$ e7 k5 p7 f0 Q, _9 W
provisions of the Bank Act, payable quarterly on the 25th day of February,' z0 N7 `1 d- t/ l
May, August and November in each year, in the amount per share per annum
! X; K g2 J8 Q; ]5 F& j1 rdetermined by multiplying the Annual Fixed Dividend Rate applicable to
' k. }: G6 P) N- Y) Y* m& xsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
4 z4 ^) `5 z) u) l+ GRate for the ensuing Subsequent Fixed Rate Period will be determined by the! t2 ~: P- L0 M5 A+ ^- J! g
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day+ r: u" |5 s, q+ E
of such Subsequent Fixed Rate Period and will be equal to the sum of the
# Q: N) c- F; H% q: j# b' I% S1 u& SGovernment of Canada Yield on the applicable Fixed Rate Calculation Date/ x& R. `# ^- G( l2 t) E$ n
plus 3.83%.1 C0 S1 F1 A0 c2 v
If the Board of Directors does not declare a dividend, or any part thereof, on V% u' |+ l1 C
the Preferred Shares Series 18 on or before the dividend payment date for a
F, a, U8 J9 l, [particular quarter, then the entitlement of the holders of the Preferred; N7 K/ N2 U/ \( G) V! i- Z
Shares Series 18 to receive such dividend, or to any part thereof, for such6 }6 t' q, I/ y+ ~
quarter will be forever extinguished.6 t- c! _2 y8 N7 s
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the% K$ N$ o( Y; ]1 U& a3 o" E
Superintendent and to the provisions described below under ‘‘Details of the
+ q. T7 T) W6 m N) |/ o* kOffering — Certain Provisions of the Preferred Shares Series 18 as a
! j9 z! n7 G7 ?9 OSeries — Restrictions on Dividends and Retirement of Shares’’, on; h5 V4 |8 T7 k$ T
February 25, 2014 and on February 25 every five years thereafter, on not, r6 m1 O3 d* k
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
$ c5 ^7 Y. W2 |1 F4 @' {$ l% Apart of the then outstanding Preferred Shares Series 18, at the Bank’s option
' E# ?0 r$ m6 i# G4 k- Rwithout the consent of the holder, by the payment of an amount in cash for2 }( g O. g- O# V8 `! q2 ?9 X! T
each such share so redeemed of $25.00 together with all declared and unpaid; @* c5 Q9 X. v7 U3 V0 w
dividends to the date fixed for redemption.6 `3 x1 ]# `$ }& R
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic/ U# T+ o2 M* N: g, z6 f
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have, i0 u# Z. `; e6 |
the right, at their option, to convert, on February 25, 2014 and on
% C. p4 X+ U& t. d# W0 ?% b/ w, G( iS-44 C* w% D4 |8 t6 L" m# _
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any1 q1 E4 ~2 B3 _* s
or all of their Preferred Shares Series 18 into an equal number of Preferred
5 B6 ~8 x$ b EShares Series 19 upon giving to the Bank notice thereof not earlier than8 S1 R& H- K3 ?2 p- N& _
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
1 a$ O% ]4 b6 Zpreceding, a Series 18 Conversion Date.
. w% Q' Y& L r+ r$ |Automatic Conversion If the Bank determines, after having taken into account all shares tendered
( e n- I; m) Q2 G4 {! KProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares. f+ d9 ~8 X; \4 o# w
Series 19, as the case may be, that there would be outstanding on such7 U- F! Y3 u) {& l. Y7 \: v3 z
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
6 T# w" D! X4 [5 Esuch remaining number of Preferred Shares Series 18 will automatically be
0 `9 L. K3 b7 X$ c+ t; N% f1 X3 w% h) b' Sconverted on such Series 18 Conversion Date into an equal number of m! [& o; P) Z3 c" o( L7 [; Q
Preferred Shares Series 19. Additionally, if the Bank determines that, after/ }' x# t2 ]" q* g$ B
conversion, there would be outstanding on such Series 18 Conversion Date0 w8 o3 H. y. ` P1 ?$ r+ x6 t
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares. T$ `& S2 W! c9 l0 |. z/ F
Series 18 will be converted into Preferred Shares Series 19.% I; _' r6 ^2 A3 \: N
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
' k) |$ b! p9 a. g; Z- B6 k- wSeries 18 will not be entitled as such to receive notice of, attend, or vote at,8 d, W" `/ _2 E+ z) z% }1 v
any meeting of the shareholders of the Bank unless and until the first time at
1 ^! V% V: p; x" |, m8 c: _which the Board of Directors has not declared the whole dividend on the! y9 `% R8 Y: u# S. Z) d
Preferred Shares Series 18 in any quarter. In that event, subject as
) P4 ^- ]$ k0 q- x$ G" Ahereinafter provided, the holders of Preferred Shares Series 18 will be) h1 d+ c2 A: i- e/ j( E. _
entitled to receive notice of, and to attend, meetings of shareholders at which& z# @. D2 s: ~
directors of the Bank are to be elected and will be entitled to one vote for
# f+ v9 [2 Z" ?& l2 Veach Preferred Share Series 18 held. The voting rights of the holders of the; J3 |% p$ T7 t5 A
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of f+ K, C" h! n
the first dividend on the Preferred Shares Series 18 to which the holders are
# q' u( U2 g0 l! L! d( Ientitled thereunder subsequent to the time such voting rights first arose until
" }4 e; i W) w- ksuch time as the Bank may again fail to declare the whole dividend on the/ @2 J+ }8 ] q4 x# I
Preferred Shares Series 18 in respect of any quarter, in which event such
% Q( R' |, O5 qvoting rights will become effective again and so on from time to time.
* N5 T/ }3 n: Q8 h2 _Principal Characteristics of the Preferred Shares Series 198 ]/ P2 B8 [2 U! @% M
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive ~) }$ s3 S z. u% H2 E
floating rate non-cumulative preferential cash dividends, as and when1 R" s, t, \5 D3 h7 d
declared by the Board of Directors, subject to the provisions of the Bank Act,
. \7 \& }- I( _4 S: Y: Bpayable quarterly on the 25th day of February, May, August and November
3 ?0 z# \$ Y8 e6 y4 f* [+ o) Z- @in each year, in the amount per share determined by multiplying the0 `; P! b7 E0 j( d: C3 u: c
applicable Quarterly Floating Dividend Rate by $25.00.
- O3 |2 V7 g& a* y6 ROn the 30th day prior to the commencement of the initial quarterly dividend2 \. k# `! @+ y' T" U0 `$ W* w$ W
period beginning on February 25, 2014, and on the 30th day prior to the first5 D3 B# F4 \) t5 j, X
day of each subsequent quarterly dividend period (the initial quarterly
( }& w0 m+ K b6 U0 Z; a& N0 |dividend period and each subsequent quarterly dividend period is referred to0 h2 C/ U9 J p
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
6 `7 i* n5 i8 r3 a( h g5 XQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate% m4 p" t, `0 P# P
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
( s% t9 A! y. _ k) t1 aT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
6 m# \4 V2 D. @' {7 v) L velapsed in the applicable Quarterly Floating Rate Period divided by 365)! c( U' R2 A3 x1 T- b# J2 S
determined on the 30th day prior to the first day of the applicable Quarterly
* N) z4 `3 N, Z1 j) lFloating Rate Period.1 x- b, m; ~* b* D' _: l
S-52 e [8 a; s4 }( r' E
If the Board of Directors does not declare a dividend, or any part thereof, on( v, `3 ?- b% s& m
the Preferred Shares Series 19 on or before the dividend payment date for a
6 v; O2 |+ A5 L. [2 y: l. d1 Oparticular quarter, then the entitlement of the holders of the Preferred
2 ]+ J! M) L9 a* ~1 p* s" dShares Series 19 to receive such dividend, or to any part thereof, for such
) e' j+ N3 E, M% Xquarter will be forever extinguished.
4 B$ Q/ l* c- n1 Q) M. `( aRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
. y5 z2 j: V, ZSuperintendent and to the provisions described below under the heading
& Q* S1 ~* R4 `2 M‘‘Details of the Offering — Certain Provisions of the Preferred Shares
- r4 m8 S1 g g4 W6 dSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
4 m/ C, c7 l2 x0 l5 i5 C+ qon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
* v- _" \ ?& ?& }or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
; w1 Y6 S0 T5 v- e( N1 m+ o) yoption without the consent of the holder, by the payment of an amount in& r- T( D# T& |# s- e
cash for each such share so redeemed of (i) $25.00 together with all declared# ~! Z+ n i0 g2 |3 L' H3 y
and unpaid dividends to the date fixed for redemption in the case of
# a5 \1 z9 [7 W& ~+ yredemptions on February 25, 2019 and on February 25 every five years
- D) O0 r2 T7 I4 Bthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
# p& n% ?0 ], @the date fixed for redemption in the case of redemptions on any other date
: l, l% Q1 o$ K6 M1 g3 p, @on or after February 25, 2014.* r- y3 |5 o3 y( {; z- T
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic# e! U5 E; s1 j! W6 f
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have% [' a# M- a% ]) `* ^7 b
the right, at their option, to convert, on February 25, 2019 and on
& T: T+ D# c) j9 TFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any6 j: _4 E# i( y" \+ K9 m
or all of their Preferred Shares Series 19 into an equal number of Preferred' I% M P, d5 f( X
Shares Series 18 upon giving to the Bank written notice thereof not earlier% @/ G# c/ B. ?9 m
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
. [1 v; l9 P2 P& W% p% E/ C; w15th day preceding, a Series 19 Conversion Date.2 s. {1 {; s; x
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
6 z8 }3 _# i' TProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
/ s0 A9 ^& m( H SSeries 18, as the case may be, that there would be outstanding on such/ h, R# E; ~5 E
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,# G9 S( ]3 e% w, O2 a
such remaining number of Preferred Shares Series 19 will automatically be
* `' I$ x% U# J, \, g) W2 A$ Uconverted on such Series 19 Conversion Date into an equal number of
/ j8 k6 I! t6 ^8 k" \Preferred Shares Series 18. Additionally, if the Bank determines that, after* A! M- w( l- K% b& K
conversion, there would be outstanding on such Series 19 Conversion Date) L9 T: q* j7 z5 n
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares+ F) r& F* ]8 M0 e5 m
Series 19 will be converted into Preferred Shares Series 18.
2 f& g# L) u2 U; SVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares5 O- a/ h2 n. c7 l5 C" x
Series 19 will not be entitled as such to receive notice of, attend, or vote at, x# [9 |3 p. v, h! |
any meeting of the shareholders of the Bank unless and until the first time at
, ^% D. u* A9 N8 `+ a4 G0 Jwhich the Board of Directors has not declared the whole dividend on the" v; a- {% O# V+ R
Preferred Shares Series 19 in any quarter. In that event, subject as
' Z9 M& U `6 m9 o; ahereinafter provided, the holders of Preferred Shares Series 19 will be
. h" T ]& l- C0 Q, } Tentitled to receive notice of, and to attend, meetings of shareholders at which
4 H q, M0 u) A/ u, [0 Sdirectors of the Bank are to be elected and will be entitled to one vote for
: z/ @5 z, w x3 x* L9 { geach Preferred Share Series 19 held. The voting rights of the holders of the
4 U2 q2 q4 E/ @# YPreferred Shares Series 19 will forthwith cease upon payment by the Bank of9 Y& k+ ~' {! M# y0 X. N$ G
the first dividend on the Preferred Shares Series 19 to which the holders are
/ D% [: P- N/ q. K2 C' wentitled thereunder subsequent to the time such voting rights first arose until5 i& H8 M6 U' f* l7 Y: U4 U U3 h
such time as the Bank may again fail to declare the whole dividend on the
+ X/ G# x' z- p& W1 rPreferred Shares Series 19 in respect of any quarter, in which event such
$ P2 a0 T [) d0 ?9 D0 S' b# ]voting rights will become effective again and so on from time to time.) V# R6 z/ u- l6 B
S-6/ ]# q6 q4 ^' Z7 W3 n& u b5 P- o
Priority: The preferred shares of each series of the Bank will rank on a parity with3 ]- y' k7 P! T* a* w$ B
every other series and are entitled to preference over the common shares of5 {' x0 X6 C% Q: S
the Bank and over any other shares of the Bank ranking junior to the
8 D( x8 }) P6 `( V" c6 }" Qpreferred shares with respect to the payment of dividends and upon any
' r. l3 R4 X0 D9 v, j$ t1 Ddistribution of assets in the event of the liquidation, dissolution or3 l" V2 a* c, L r
winding-up of the Bank.
1 E" A& C! D( G6 iTax on Preferred Share The Bank will elect, in the manner and within the time provided under4 S/ L' L6 Z# p/ u% | ^
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
1 f9 A/ _* O# w& J6 }Series 18 and Preferred Shares Series 19 will not be required to pay tax on
1 q5 y* q' Y) Sdividends received on such shares under Part IV.1 of such Act. |
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