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发表于 2008-11-29 16:58
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下面是BMO的:" N# x, C2 G3 q
SUMMARY OF THE OFFERING. l! `( n* z4 s' k
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; [1 d; R( A) K7 Z. M
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
8 S6 l9 O+ o0 ]0 \! a3 lAmount: $150,000,000 (6,000,000 shares).
/ N1 t- i! J) w, `% J' L1 aPrice and Yield: $25.00 per share to yield initially 6.50% per annum.5 ~% b9 o' u. ^7 @& @0 F
Principal Characteristics of the Preferred Shares Series 18" D3 n: d( A; a3 G! B0 m+ e8 W/ d+ q, h; _
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed+ w9 F6 [$ @2 u
non-cumulative preferential cash dividends, as and when declared by the
/ P( ~, y. z3 @$ zBoard of Directors, subject to the provisions of the Bank Act, for the initial b& C+ R0 _5 a+ B$ p$ c. S: y
period commencing on the closing date and ending on and including' _7 ], v& D4 D' S; G+ O" \& j
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
3 |) x* }( O' H) R; \25th day of February, May, August and November in each year, at a rate) t( a+ m3 n. X- g0 c4 I6 u" A
equal to $0.40625 per share. The initial dividend, if declared, will be payable6 r; ]8 i) t; w. B
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing) [- U7 F* I) O( d: D: K* T
date of December 11, 2008.) N' t. h% r' y; `
For each five-year period after the Initial Fixed Rate Period (each, a) f. e9 m: J0 w0 K, D) b
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares( o1 h9 c5 I9 i/ c, ^3 t
Series 18 will be entitled to receive fixed non-cumulative preferential cash
3 k! k/ ]7 }. g0 rdividends, as and when declared by the Board of Directors, subject to the
2 g/ }8 @3 l; E! a! ?8 @ sprovisions of the Bank Act, payable quarterly on the 25th day of February,2 K& ~9 r8 s% z$ g, r' b" c$ ]
May, August and November in each year, in the amount per share per annum
7 L; _ L5 K! G2 D/ n' h1 x7 z* rdetermined by multiplying the Annual Fixed Dividend Rate applicable to! H1 z# A7 S1 L9 H3 ]. v `& [
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend: O' G% F: y, e ]6 X: m5 x
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
e+ ]; N2 k% M0 ?6 ^" x% qBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
. @$ @8 ]9 k* \4 e' zof such Subsequent Fixed Rate Period and will be equal to the sum of the- L6 _7 Y# M2 B8 s8 g6 N
Government of Canada Yield on the applicable Fixed Rate Calculation Date
# j' U; G5 q0 qplus 3.83%.
+ p7 P8 A) Y8 s% X% RIf the Board of Directors does not declare a dividend, or any part thereof, on- J* ?+ Y& Q- i; _- T
the Preferred Shares Series 18 on or before the dividend payment date for a
0 i: c; w. B9 B8 Z7 T, Sparticular quarter, then the entitlement of the holders of the Preferred* l* q6 E& L! @. B
Shares Series 18 to receive such dividend, or to any part thereof, for such/ c8 E, X% }2 n$ u3 v3 r+ _
quarter will be forever extinguished.
" {5 o. u5 c% N T5 yRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
4 z# Q$ n3 }" TSuperintendent and to the provisions described below under ‘‘Details of the
8 W% @% P, _ R# P+ I7 ~Offering — Certain Provisions of the Preferred Shares Series 18 as a
' V* J: c9 X* s6 QSeries — Restrictions on Dividends and Retirement of Shares’’, on' P& G# A @1 t: K, r: Y
February 25, 2014 and on February 25 every five years thereafter, on not9 j5 I3 X7 K9 V G: L0 u6 G
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any; x% A) [$ r4 i5 W/ P
part of the then outstanding Preferred Shares Series 18, at the Bank’s option; ^1 w" ^3 L; \$ D
without the consent of the holder, by the payment of an amount in cash for
4 D' U% p0 }0 Z$ H+ Qeach such share so redeemed of $25.00 together with all declared and unpaid6 w( u- A- l( o6 d& B* ]5 z9 ?
dividends to the date fixed for redemption." G, W. F' i* K1 }5 x
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic8 w4 f3 ~! ~8 b1 X
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have+ x6 y; w, f1 r# H+ f
the right, at their option, to convert, on February 25, 2014 and on- u# _" E1 C5 m3 s9 _
S-4 }) u: N) ^( E% r5 _8 l
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
9 z3 x2 F% b/ G3 ]' |' Tor all of their Preferred Shares Series 18 into an equal number of Preferred5 f/ J' S; h% f& W
Shares Series 19 upon giving to the Bank notice thereof not earlier than
$ V7 e6 G' t: z. }3 X/ g30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day( E! M, Z( y. f; T2 g A" I
preceding, a Series 18 Conversion Date.
) ~1 A" R; Z/ K& y7 r% M# q+ p9 CAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
3 ?- j& _' ? C5 uProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
1 l+ q; O( [- Q' k; `Series 19, as the case may be, that there would be outstanding on such
/ I# f& k! |- `. C+ \% LSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,% p" n# n3 H- R N& S
such remaining number of Preferred Shares Series 18 will automatically be' p$ B) R6 {& q
converted on such Series 18 Conversion Date into an equal number of
9 H1 a" x5 v* {$ ZPreferred Shares Series 19. Additionally, if the Bank determines that, after9 l, c- D J& e- M* Q. ?& \1 C
conversion, there would be outstanding on such Series 18 Conversion Date
9 v6 F2 b+ m4 u8 Y* h+ b+ j+ Gless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
( ?% O% P# e: X$ `+ h# N1 d6 tSeries 18 will be converted into Preferred Shares Series 19.- e H( ?/ l& l: r3 ^( O( T2 c
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
6 _( ^$ l& w& K( p2 ?3 X+ l; L+ NSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
. h* |3 [- n M7 M+ S6 [) Kany meeting of the shareholders of the Bank unless and until the first time at
/ |# `" c* p+ Xwhich the Board of Directors has not declared the whole dividend on the& R( P0 _7 T* c Y% s4 s
Preferred Shares Series 18 in any quarter. In that event, subject as
" T, Q5 Y, T* C7 vhereinafter provided, the holders of Preferred Shares Series 18 will be7 X5 \+ O& [, H& l6 x5 z
entitled to receive notice of, and to attend, meetings of shareholders at which9 f% m0 ?$ l' u5 x
directors of the Bank are to be elected and will be entitled to one vote for( T) T; y8 o& q* J" q
each Preferred Share Series 18 held. The voting rights of the holders of the$ G3 V5 m( n: ?1 {
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of/ {* }: T$ x! g- Z2 Q& n
the first dividend on the Preferred Shares Series 18 to which the holders are
% K4 m J. S. F7 C0 dentitled thereunder subsequent to the time such voting rights first arose until
, }- j3 O, j$ n) P3 U+ lsuch time as the Bank may again fail to declare the whole dividend on the' N- D2 L& m' r {. ]' E
Preferred Shares Series 18 in respect of any quarter, in which event such
- _* Q2 i6 G& K, r" g. ?7 qvoting rights will become effective again and so on from time to time.
# F- m1 K! s8 Y3 d1 V B8 @! S. A1 BPrincipal Characteristics of the Preferred Shares Series 19, d4 ]5 }, s3 [. F* ?0 O
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
5 ~ q- `, \: ^% ]! Q# {floating rate non-cumulative preferential cash dividends, as and when
9 |# D( ^5 p- X/ O6 xdeclared by the Board of Directors, subject to the provisions of the Bank Act,
/ x! G* } X5 h) ]4 }7 I3 Ipayable quarterly on the 25th day of February, May, August and November; _4 j9 q5 N. G% d2 N' |7 a
in each year, in the amount per share determined by multiplying the W. d" H5 ?0 [
applicable Quarterly Floating Dividend Rate by $25.00.
( i; ?% p j& ^. X" x- c3 U; JOn the 30th day prior to the commencement of the initial quarterly dividend
+ P8 Q) ~& K$ p; w' { E! U4 _period beginning on February 25, 2014, and on the 30th day prior to the first
6 I2 G9 J, r' e6 `day of each subsequent quarterly dividend period (the initial quarterly Q1 ~7 j2 ?0 J
dividend period and each subsequent quarterly dividend period is referred to
% t7 q8 ?! q, A/ }as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the: m6 f* u8 A J+ B N
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate0 p5 E* ?/ A$ @# f: v
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the6 V b6 Q, A8 k1 N% r
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
$ t9 Y3 t: F& t; J0 Q, Welapsed in the applicable Quarterly Floating Rate Period divided by 365)
; @. |/ z& q1 m% I% B9 Pdetermined on the 30th day prior to the first day of the applicable Quarterly
; b, v$ F& D Z$ CFloating Rate Period.; }. L) Q: F. a) _
S-5' Y9 m5 _' T F4 F
If the Board of Directors does not declare a dividend, or any part thereof, on' w: G! ~1 @% T5 N J+ n( `; t
the Preferred Shares Series 19 on or before the dividend payment date for a: R* J$ b* G/ P3 T- Y5 A/ l% `
particular quarter, then the entitlement of the holders of the Preferred2 \1 Q M9 n6 B+ _1 {
Shares Series 19 to receive such dividend, or to any part thereof, for such2 R( _" d5 p. q8 H( h
quarter will be forever extinguished.. R# H2 ?. F" ?" P6 z+ I3 c+ _
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the/ c( p" a5 Z' z* O/ i6 E% w5 |
Superintendent and to the provisions described below under the heading( X1 R! \4 S# P$ \9 O3 R" y, w
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
) }3 q2 m' H' N! M, K8 zSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
8 J5 K( k$ ?+ G: son not more than 60 nor less than 30 days’ notice, the Bank may redeem all# X% z* ] t* q( Q, k; Q
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s G5 O4 {& O+ d w5 t
option without the consent of the holder, by the payment of an amount in; e! F$ z v" v2 Q& a& K
cash for each such share so redeemed of (i) $25.00 together with all declared
1 I- r! ?+ \+ @/ d& Gand unpaid dividends to the date fixed for redemption in the case of+ i S3 y2 r1 O% ?
redemptions on February 25, 2019 and on February 25 every five years
- s7 b: u& u; U$ t5 U) I8 gthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
' h) a$ a. _$ s, ]the date fixed for redemption in the case of redemptions on any other date: h% U$ @0 b' a
on or after February 25, 2014.2 V* `1 L3 `6 j' U8 `! D% `
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic! b2 E# v- {4 e% x$ R
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have* Y/ n2 z; ]' F4 b" [# `/ T
the right, at their option, to convert, on February 25, 2019 and on
6 J3 P6 s& k+ S/ W0 L( w, LFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any& J+ }8 f, Z8 g* ]: J0 ~ Q
or all of their Preferred Shares Series 19 into an equal number of Preferred x7 f, y/ x+ N. S# r* u
Shares Series 18 upon giving to the Bank written notice thereof not earlier
7 V z6 |; b( P# pthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
, A0 P W: S1 T/ h" `$ z15th day preceding, a Series 19 Conversion Date.# o1 K# d8 x* s8 k% k, _9 `
Automatic Conversion If the Bank determines, after having taken into account all shares tendered2 }0 _* N' ]7 ~5 v4 d7 `( t
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
% |1 ^4 Y/ J* v5 W4 fSeries 18, as the case may be, that there would be outstanding on such) e4 b3 C- m: \* h4 Y' E
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,5 ?. `7 p. W; F2 D2 G. {% j
such remaining number of Preferred Shares Series 19 will automatically be
9 ]" {+ I( h% D: Nconverted on such Series 19 Conversion Date into an equal number of
; u3 p& ^% P; L7 \" f! J1 DPreferred Shares Series 18. Additionally, if the Bank determines that, after' b s* a' n; ?. g' Y. U
conversion, there would be outstanding on such Series 19 Conversion Date! h% ?$ Q& v& W# a+ V
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
+ S% K* E* `0 J, Z$ @ P2 mSeries 19 will be converted into Preferred Shares Series 18./ D8 v0 i% n& `; t
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
0 t! j" s: l) ~2 p5 C$ r& \7 j+ q) P BSeries 19 will not be entitled as such to receive notice of, attend, or vote at,( s8 a, j4 J8 t& o3 n w- e' Q
any meeting of the shareholders of the Bank unless and until the first time at z) H" G Y T/ i, T2 h' b( L
which the Board of Directors has not declared the whole dividend on the
4 | X$ _0 n# _Preferred Shares Series 19 in any quarter. In that event, subject as! a& B! `& f: O
hereinafter provided, the holders of Preferred Shares Series 19 will be
. }- ~) a" ~8 H* t4 U! v: y2 `9 [: qentitled to receive notice of, and to attend, meetings of shareholders at which# H$ [& M# `* C( m; s
directors of the Bank are to be elected and will be entitled to one vote for: ] |% b: X9 s, n
each Preferred Share Series 19 held. The voting rights of the holders of the7 i* ~% K9 J+ c* B# R7 i
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
% K) L# `+ J! R( |the first dividend on the Preferred Shares Series 19 to which the holders are/ P( W6 v7 ~0 a3 e
entitled thereunder subsequent to the time such voting rights first arose until
5 j# I$ q3 X/ K3 zsuch time as the Bank may again fail to declare the whole dividend on the! H9 {9 a k; n% l0 @4 q" p
Preferred Shares Series 19 in respect of any quarter, in which event such
) W5 w& q% ^/ Q+ p" @7 u2 ]1 Xvoting rights will become effective again and so on from time to time.9 ~3 C; s( b4 I7 r" P! u
S-6
0 T, }' g* k! |' s# O$ @8 YPriority: The preferred shares of each series of the Bank will rank on a parity with
1 R8 V v* d+ Oevery other series and are entitled to preference over the common shares of
+ d& h/ Q! w; [$ wthe Bank and over any other shares of the Bank ranking junior to the" Y7 m3 B/ ?& C2 [4 j
preferred shares with respect to the payment of dividends and upon any
5 o, C5 W# v$ W( \' A! D v5 x B: f5 Kdistribution of assets in the event of the liquidation, dissolution or
8 N! }6 X& f' a0 _winding-up of the Bank./ T& {9 n7 m( r$ ]. g. E0 s M7 {
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under4 {+ F) p5 J3 N5 b
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
" N! x; a6 ~, b! ]" @' b& J$ ISeries 18 and Preferred Shares Series 19 will not be required to pay tax on
, `3 s- g! Q, A" L% x+ _3 i udividends received on such shares under Part IV.1 of such Act. |
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