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发表于 2008-11-29 16:58
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下面是BMO的:
( A1 ]& C: l! Y! N8 ISUMMARY OF THE OFFERING
- O4 r0 X5 `: N( R) hThis 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’’.
5 J! b9 R% m6 }% R$ pIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
" ]- p$ Y6 [ H5 aAmount: $150,000,000 (6,000,000 shares).
. I& `- w0 r) w) tPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
- v0 P; k" J/ j p- W- a. s2 S6 TPrincipal Characteristics of the Preferred Shares Series 18
+ u7 y: b" X( f9 @8 h( q3 @Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed3 {' z- d4 J) |
non-cumulative preferential cash dividends, as and when declared by the
6 i7 {7 `- P6 \) ]$ XBoard of Directors, subject to the provisions of the Bank Act, for the initial
+ a0 t* I7 `; j) `* R$ ~* Z0 yperiod commencing on the closing date and ending on and including
0 Q; w* ~* V h5 w& UFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
& T0 d# @7 N Y2 y# ^' k25th day of February, May, August and November in each year, at a rate
; i1 F* v3 z! i! |+ j0 Lequal to $0.40625 per share. The initial dividend, if declared, will be payable9 K5 n \0 l) W/ j9 O
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
: E8 A/ X! p, c' w2 E0 ^6 R, {* }( v6 xdate of December 11, 2008.
+ N w9 `0 h* \3 bFor each five-year period after the Initial Fixed Rate Period (each, a" E# k) p5 p7 G" P8 @! R$ z
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares8 H) ~" r- F1 D
Series 18 will be entitled to receive fixed non-cumulative preferential cash
$ g9 R$ `0 f3 Kdividends, as and when declared by the Board of Directors, subject to the1 C. V. B+ t* p( i. Z( R; u) M
provisions of the Bank Act, payable quarterly on the 25th day of February,- x9 w& F! l: N! e
May, August and November in each year, in the amount per share per annum
! V3 T h2 \$ O+ }determined by multiplying the Annual Fixed Dividend Rate applicable to
3 R A( Y: ?% G' `' osuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend! l* g; \. @2 d5 q
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the( I4 S" _" Q# H
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
, B! u4 b6 B" ~) u% i: Y" S1 yof such Subsequent Fixed Rate Period and will be equal to the sum of the+ c' U' A9 u/ h
Government of Canada Yield on the applicable Fixed Rate Calculation Date0 j) s* O8 E2 H- B
plus 3.83%.
1 @. B0 Q7 a' r: `, e9 U# B9 I- Y) oIf the Board of Directors does not declare a dividend, or any part thereof, on, [% ?, J* s& y' ^& ~
the Preferred Shares Series 18 on or before the dividend payment date for a9 h0 H& P, O7 g
particular quarter, then the entitlement of the holders of the Preferred$ }0 R$ o+ t7 u6 q- ~& `2 _! x
Shares Series 18 to receive such dividend, or to any part thereof, for such& |( [3 o& X% H( a( ]$ o
quarter will be forever extinguished.
9 X% k$ F( F0 p/ t$ g6 v4 rRedemption: Subject to the provisions of the Bank Act and to the prior consent of the F" O+ |; P r
Superintendent and to the provisions described below under ‘‘Details of the
$ M9 v% S! @9 A! a9 ZOffering — Certain Provisions of the Preferred Shares Series 18 as a
+ s1 g7 g/ b, E) Q2 t" h9 [) |) aSeries — Restrictions on Dividends and Retirement of Shares’’, on2 X, W: H2 j8 B) G' p2 x$ N
February 25, 2014 and on February 25 every five years thereafter, on not1 z6 H' g& _+ K- Q- a
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any+ |+ M; \1 C4 |3 r# `" C/ `# z
part of the then outstanding Preferred Shares Series 18, at the Bank’s option! j- S( |; h- `9 Z& F
without the consent of the holder, by the payment of an amount in cash for
" S E7 ~- M/ M9 U# Seach such share so redeemed of $25.00 together with all declared and unpaid
* u3 C* R- A/ Ydividends to the date fixed for redemption.1 A. M k2 B% t$ T/ e5 h( O$ _
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic' N: e" W2 d; l# m
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
4 x i) B0 d5 R# b) U" gthe right, at their option, to convert, on February 25, 2014 and on
8 H# M8 o4 z+ a4 n7 E- oS-4
$ w: P- [- p- k6 D& [February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any' g1 l& q7 o3 X: w8 B
or all of their Preferred Shares Series 18 into an equal number of Preferred
: f1 ?+ T6 a4 sShares Series 19 upon giving to the Bank notice thereof not earlier than
: b j Q, k$ ^& B30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day% |5 h3 x. y; A% N" F) @& R
preceding, a Series 18 Conversion Date.
; c% C% Y# t. {- Z& I( A* G7 z6 aAutomatic Conversion If the Bank determines, after having taken into account all shares tendered1 [% E C9 D0 I o2 \* i* g( ]
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares0 [' J3 E9 W. L; Y8 p) ` E5 w9 B
Series 19, as the case may be, that there would be outstanding on such
% n. [/ @! c3 b+ U" ySeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,( P% V4 E/ ~/ J4 B8 F2 B
such remaining number of Preferred Shares Series 18 will automatically be1 X+ V# C8 o5 D6 s1 U
converted on such Series 18 Conversion Date into an equal number of
9 f M& y$ U E( u$ z" sPreferred Shares Series 19. Additionally, if the Bank determines that, after
6 p# D6 o- j" U7 wconversion, there would be outstanding on such Series 18 Conversion Date
0 V2 o. F. b, p8 c9 qless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
1 R: _+ X! }4 d8 v4 I$ k- Z1 CSeries 18 will be converted into Preferred Shares Series 19.
6 ?) q: d5 K" j' Y9 nVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares2 Q; H7 A* w( q
Series 18 will not be entitled as such to receive notice of, attend, or vote at,$ |7 L1 g1 U8 |' h# s
any meeting of the shareholders of the Bank unless and until the first time at
$ @! h& x$ G5 R J$ L; L6 |; Nwhich the Board of Directors has not declared the whole dividend on the' b: w0 X E& S1 c& B4 E8 c9 [! x
Preferred Shares Series 18 in any quarter. In that event, subject as
; J* Q4 }* L l. a2 K2 nhereinafter provided, the holders of Preferred Shares Series 18 will be4 C$ n0 J& N/ u/ s) C" H3 h( J
entitled to receive notice of, and to attend, meetings of shareholders at which
) `: }4 E$ b8 P; n1 H$ gdirectors of the Bank are to be elected and will be entitled to one vote for( z' S5 B1 {3 F& Y! b; \. ]
each Preferred Share Series 18 held. The voting rights of the holders of the9 A; C) t8 g f. c
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
& ?: _5 a! P8 C+ s& athe first dividend on the Preferred Shares Series 18 to which the holders are. Y" L# }& i9 B) Y
entitled thereunder subsequent to the time such voting rights first arose until0 X: g5 P9 {# g8 z- p3 X
such time as the Bank may again fail to declare the whole dividend on the* b# V2 D. X0 X6 p& \! ]( d1 a
Preferred Shares Series 18 in respect of any quarter, in which event such
6 {# J( O3 T4 C- }* Rvoting rights will become effective again and so on from time to time.
, I2 U" {3 N/ hPrincipal Characteristics of the Preferred Shares Series 19, b1 M# k) A Z- p3 _7 N
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
# l, J% e9 [! K9 ]9 \floating rate non-cumulative preferential cash dividends, as and when
% |' V/ y: |8 C! hdeclared by the Board of Directors, subject to the provisions of the Bank Act,
9 a/ B. W& F" M( _payable quarterly on the 25th day of February, May, August and November
% H% t9 p) U2 i3 w" E7 d1 sin each year, in the amount per share determined by multiplying the
: J+ b+ F9 E/ [5 Iapplicable Quarterly Floating Dividend Rate by $25.00.
! d/ G) s+ O* Z4 ?# e) VOn the 30th day prior to the commencement of the initial quarterly dividend
! {; ]" m! Q1 u0 Z* Kperiod beginning on February 25, 2014, and on the 30th day prior to the first
; ]. k1 s- r7 C- g8 Q2 Dday of each subsequent quarterly dividend period (the initial quarterly
3 v1 X G; ~. _0 M) `dividend period and each subsequent quarterly dividend period is referred to
" A; L, E, _. w; h6 |- ~3 eas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
1 u* P/ U' }' u; F9 H+ cQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate( V3 f1 u, z4 ]% k: g
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the$ O8 q1 E8 T) Z3 a
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
3 b6 S& V$ W# G) N, R& C1 G% Telapsed in the applicable Quarterly Floating Rate Period divided by 365)
4 ~; z* Y, p a, Wdetermined on the 30th day prior to the first day of the applicable Quarterly
$ X0 V) ?# `0 r8 `! e; J5 I% G# ^Floating Rate Period.% D3 x( q+ l g& w& f
S-5
% q$ Y) F3 a$ V6 s, FIf the Board of Directors does not declare a dividend, or any part thereof, on1 x! w' h$ m# j; Z# J3 t
the Preferred Shares Series 19 on or before the dividend payment date for a
1 g) p7 e! H7 c5 J0 y" g/ d3 v$ cparticular quarter, then the entitlement of the holders of the Preferred
0 Z/ [6 I% q# V h' g) v8 qShares Series 19 to receive such dividend, or to any part thereof, for such
: J5 }% g! I% u. Zquarter will be forever extinguished.- e$ _! O; i. @. a/ y
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the% X- M& Q8 N. x$ b
Superintendent and to the provisions described below under the heading' B5 V' r1 }; g& D! g
‘‘Details of the Offering — Certain Provisions of the Preferred Shares- L+ |( q$ g" V8 T
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
7 y0 U3 d' J; I ~0 l* }. `on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
- T0 ?3 r2 m1 Nor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
) ^( u3 K' ?$ g% Y% E* b V8 R6 ^option without the consent of the holder, by the payment of an amount in
. Z! a( D; P, x/ E& g9 _( Ncash for each such share so redeemed of (i) $25.00 together with all declared
+ J' \5 J9 i0 z- l+ I# Yand unpaid dividends to the date fixed for redemption in the case of5 v+ y6 P& U9 D0 w9 t
redemptions on February 25, 2019 and on February 25 every five years
- p' a D0 D. X6 B# W/ ], \. `thereafter, or (ii) $25.50 together with all declared and unpaid dividends to# _7 S) A ]; U. g' L# n! D6 d
the date fixed for redemption in the case of redemptions on any other date
$ O, m- P! I; S4 S% D H% G6 u' o, Xon or after February 25, 2014.( {* e9 h, Q. y r7 `, D, T
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic- w. O A( t" s5 E g
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have! L) H# H# P+ J
the right, at their option, to convert, on February 25, 2019 and on
8 ]+ C8 c- h7 E( y. v2 n9 k3 c! lFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
/ i2 S& f8 \' y: {! ^0 M9 K$ Yor all of their Preferred Shares Series 19 into an equal number of Preferred" U( g4 ~- M2 j* B+ D; X: O9 R+ y# Z9 j
Shares Series 18 upon giving to the Bank written notice thereof not earlier# a7 ?+ G/ K6 n) g0 n- z
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the7 r. A/ F, b$ _0 ~. R1 s+ |" M
15th day preceding, a Series 19 Conversion Date.
N+ T4 ^- F5 o. x) \: ~Automatic Conversion If the Bank determines, after having taken into account all shares tendered8 Z5 v/ ^) i: f# M; x1 M b7 n) V
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares9 m; _" Y& W) f. g+ A% p
Series 18, as the case may be, that there would be outstanding on such
F0 F& O+ J; }Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
" `5 x C: J$ \! esuch remaining number of Preferred Shares Series 19 will automatically be
. W! {# Y( ~) w* ^0 |( Zconverted on such Series 19 Conversion Date into an equal number of. j% Q: H" }! ? C- X$ i
Preferred Shares Series 18. Additionally, if the Bank determines that, after
$ }- N2 V4 G' U6 \; `* k6 fconversion, there would be outstanding on such Series 19 Conversion Date6 H' p l- E4 P% X1 f8 O
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares( B, W& W6 I m( t
Series 19 will be converted into Preferred Shares Series 18.
1 l4 K* O: p9 w: M) k; D6 M7 H2 DVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares- r& N1 I. W- L6 F4 D
Series 19 will not be entitled as such to receive notice of, attend, or vote at," ?8 ~6 r( u' `1 G! n
any meeting of the shareholders of the Bank unless and until the first time at
% @& d4 C; }5 N2 t2 c5 ~2 Ywhich the Board of Directors has not declared the whole dividend on the- c& f. f" `' E8 R& D- @8 _
Preferred Shares Series 19 in any quarter. In that event, subject as) m' L B/ y0 S! @
hereinafter provided, the holders of Preferred Shares Series 19 will be1 y: u* w0 G( Z0 c2 f7 |
entitled to receive notice of, and to attend, meetings of shareholders at which
6 N2 t2 r, W1 k4 G- _ K" kdirectors of the Bank are to be elected and will be entitled to one vote for
( ?. J1 q* e. d* eeach Preferred Share Series 19 held. The voting rights of the holders of the/ B3 @3 X* L: ~# N2 t
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of! k) }9 g Y! y2 b D+ z6 p
the first dividend on the Preferred Shares Series 19 to which the holders are
0 O5 i( [2 I9 d" K; i qentitled thereunder subsequent to the time such voting rights first arose until e/ p% [/ T- s+ Y; V) X+ V
such time as the Bank may again fail to declare the whole dividend on the, p: x0 X( C2 s0 Q/ m
Preferred Shares Series 19 in respect of any quarter, in which event such
# T: Z9 ]( G; E( A G7 c) f$ ?voting rights will become effective again and so on from time to time.
( h: ^1 Z$ y- W) RS-65 x$ `' [5 t* W1 M2 X6 |7 x V
Priority: The preferred shares of each series of the Bank will rank on a parity with( p% X# u h1 P& h* l
every other series and are entitled to preference over the common shares of6 u0 a3 r! G8 u4 q7 v
the Bank and over any other shares of the Bank ranking junior to the- z- d5 c" h' A$ a
preferred shares with respect to the payment of dividends and upon any
% q3 _" X% o( U7 H( C2 `6 Udistribution of assets in the event of the liquidation, dissolution or
$ C7 B, m" R# `* H& Twinding-up of the Bank., i3 {2 k$ @3 _% e2 r) t6 P8 h
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under2 U1 i1 S) L! K4 j- L
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares0 |7 @6 O5 C- D7 f" z* [4 `
Series 18 and Preferred Shares Series 19 will not be required to pay tax on+ \4 C, C3 O$ B$ e
dividends received on such shares under Part IV.1 of such Act. |
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