 鲜花( 26)  鸡蛋( 0)
|

楼主 |
发表于 2008-11-29 16:58
|
显示全部楼层
下面是BMO的:
4 i9 z& x+ b( W; E2 ?$ ASUMMARY OF THE OFFERING
. ~; ?- I8 [& p- X }( 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’’.3 f- _! y3 `- {
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.5 W; c3 Z# E- y- }7 @
Amount: $150,000,000 (6,000,000 shares).! f( C/ {) k1 \9 B! O
Price and Yield: $25.00 per share to yield initially 6.50% per annum.8 u7 [/ z% v* }! |4 v
Principal Characteristics of the Preferred Shares Series 18
3 v. g2 T6 }5 d5 |8 w$ ]Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed d* f3 T: G- j1 C7 K/ ^; N
non-cumulative preferential cash dividends, as and when declared by the
, G6 r7 P2 l; xBoard of Directors, subject to the provisions of the Bank Act, for the initial' t' V3 H( _8 K" e3 X
period commencing on the closing date and ending on and including, P7 U) K" R+ o* p0 K) R9 h
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the7 ], l# g9 Z+ A8 |8 D" }9 i
25th day of February, May, August and November in each year, at a rate; p9 L8 N! V* n% r" X1 ~0 g# q
equal to $0.40625 per share. The initial dividend, if declared, will be payable
$ F8 q) I, I' j5 g6 M4 ?May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
2 U2 E$ E9 B. w7 @6 Ndate of December 11, 2008.
1 @& r5 {! d# EFor each five-year period after the Initial Fixed Rate Period (each, a
/ N8 {; f9 f: j9 D‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares1 E" Z1 F" U- M" B" U
Series 18 will be entitled to receive fixed non-cumulative preferential cash4 [6 E+ y6 @) A. u, I
dividends, as and when declared by the Board of Directors, subject to the: h' F6 m7 F, F$ {3 U5 c; I. f: o3 N' s
provisions of the Bank Act, payable quarterly on the 25th day of February,
, ^: a6 w+ X; ]. \7 A% pMay, August and November in each year, in the amount per share per annum
5 |7 p& ^/ S& Kdetermined by multiplying the Annual Fixed Dividend Rate applicable to
5 m2 q" t, N9 K0 ssuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
1 L8 X( n5 Q6 U; V0 V/ W" yRate for the ensuing Subsequent Fixed Rate Period will be determined by the
% H) O# P+ F! m X: sBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
7 V$ P. T: B: I7 p; c% h! o gof such Subsequent Fixed Rate Period and will be equal to the sum of the
]0 M c( R$ R; \4 h/ z' sGovernment of Canada Yield on the applicable Fixed Rate Calculation Date/ U2 _' s. @/ t% O# E
plus 3.83%.
' p$ d X$ M D/ PIf the Board of Directors does not declare a dividend, or any part thereof, on, k4 h1 I5 [/ D) C+ s: S
the Preferred Shares Series 18 on or before the dividend payment date for a! h4 d8 ]$ ~+ o: {: d& f$ q) r) a- _
particular quarter, then the entitlement of the holders of the Preferred
' ?: E% S, i6 T. TShares Series 18 to receive such dividend, or to any part thereof, for such
: H, u+ I/ _% j" aquarter will be forever extinguished.
: T( ]8 _# j4 RRedemption: Subject to the provisions of the Bank Act and to the prior consent of the: O2 t* Q- s% O+ S3 O5 q" |6 W8 Y
Superintendent and to the provisions described below under ‘‘Details of the
. C+ i+ u* t* d# \+ |' oOffering — Certain Provisions of the Preferred Shares Series 18 as a5 X; T. R( E4 M# s
Series — Restrictions on Dividends and Retirement of Shares’’, on
& C; k9 Z* D. J" X( DFebruary 25, 2014 and on February 25 every five years thereafter, on not
) l% l4 l& |* T9 }more than 60 nor less than 30 days’ notice, the Bank may redeem all or any, ~3 g9 o% v- C0 C' x$ ]; b* A
part of the then outstanding Preferred Shares Series 18, at the Bank’s option, P$ v& Z x2 S( B3 A7 g
without the consent of the holder, by the payment of an amount in cash for' C" f1 {" s \& ]0 T& O) n5 l
each such share so redeemed of $25.00 together with all declared and unpaid& n, e0 l1 M+ C# U
dividends to the date fixed for redemption.
+ Q% h* O5 G# C- N; \- v& @7 yConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic- X$ L7 K- q9 D/ @0 g
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
5 a. O. H& u/ d! h* f8 w# x7 k Vthe right, at their option, to convert, on February 25, 2014 and on
: \0 `& g# J% \) N/ ]S-4
8 N9 M- U$ p- aFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any5 x' m2 \2 G+ M! i. m0 a& U$ P
or all of their Preferred Shares Series 18 into an equal number of Preferred
% G+ H/ O; ?# U+ k' K, r2 G" { LShares Series 19 upon giving to the Bank notice thereof not earlier than# x4 K1 o* x+ \) d% o1 x
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
; [# w9 g+ |3 [4 B3 \/ Upreceding, a Series 18 Conversion Date.- ^3 s0 u3 o& ^: T
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
& ?/ N$ X+ ]4 wProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares) c0 O- K& w4 P! q/ f
Series 19, as the case may be, that there would be outstanding on such
( z3 ^2 }4 ?6 B8 I b! ?& TSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,1 B4 a$ R% F/ d
such remaining number of Preferred Shares Series 18 will automatically be7 }7 s: T( u. O
converted on such Series 18 Conversion Date into an equal number of$ ^2 |8 F/ n3 Z- W" [3 D) j
Preferred Shares Series 19. Additionally, if the Bank determines that, after
8 J8 u- L& {7 T2 A/ w# Bconversion, there would be outstanding on such Series 18 Conversion Date
/ I. Z/ B) A" q3 f7 Pless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares5 e& {0 V/ D9 r8 N9 Q
Series 18 will be converted into Preferred Shares Series 19.3 z7 V3 d; |% ]% e# u6 |
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares5 M' Z5 N% v$ t. y
Series 18 will not be entitled as such to receive notice of, attend, or vote at,- g: ]# G& q- I( n8 @7 U/ k
any meeting of the shareholders of the Bank unless and until the first time at( J2 F n% V P) o4 U) q& U
which the Board of Directors has not declared the whole dividend on the. {: U2 h; I7 p
Preferred Shares Series 18 in any quarter. In that event, subject as
8 `3 z( V1 ]) ~* x4 hhereinafter provided, the holders of Preferred Shares Series 18 will be" D) r# P; ^7 ?; I7 y: `0 N3 v
entitled to receive notice of, and to attend, meetings of shareholders at which
, p5 c& m7 Q( t( r3 j! M# L# ^. Wdirectors of the Bank are to be elected and will be entitled to one vote for6 M; Q4 {; w/ }5 @. j: Y
each Preferred Share Series 18 held. The voting rights of the holders of the
9 g: h0 V$ k$ h d9 @' ^! `" [Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
3 b+ X. y2 _$ h: q9 k. E/ E# othe first dividend on the Preferred Shares Series 18 to which the holders are
0 F: D! D- |, s- Sentitled thereunder subsequent to the time such voting rights first arose until; @1 g8 ^) `8 ?3 V3 G$ }
such time as the Bank may again fail to declare the whole dividend on the- x3 l. R' d @( z
Preferred Shares Series 18 in respect of any quarter, in which event such! f6 Q) v" C: i4 c2 c1 Q( ? I
voting rights will become effective again and so on from time to time.
: P% F5 N) J! bPrincipal Characteristics of the Preferred Shares Series 19
4 g& L% N. F Z& z9 @Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive6 s) S$ n# [# C Y9 w
floating rate non-cumulative preferential cash dividends, as and when6 {, n2 g1 g+ d. K4 |
declared by the Board of Directors, subject to the provisions of the Bank Act,+ a" A3 s' P. O: Z i# F% [3 a5 Z, _
payable quarterly on the 25th day of February, May, August and November
* O1 Q$ d7 s( T6 ~$ W4 Sin each year, in the amount per share determined by multiplying the
" X& s& Z- n8 Gapplicable Quarterly Floating Dividend Rate by $25.00.! I* \# g- Q9 D3 f( \' K2 `1 _
On the 30th day prior to the commencement of the initial quarterly dividend
! y- B! b- r. f0 \9 }period beginning on February 25, 2014, and on the 30th day prior to the first
7 h7 ~$ N# S: Yday of each subsequent quarterly dividend period (the initial quarterly
% _ a* w+ P% R7 @dividend period and each subsequent quarterly dividend period is referred to& Y, F5 Q' {/ g3 f; Q6 B; j) O- p0 ^
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
& k" J7 B2 E* N+ f0 I( O6 B9 u" aQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
) N7 W: I n1 v lPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the' x1 D: ^2 o& g
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
- @. r' R2 Y7 s! `9 Y8 g. d3 Xelapsed in the applicable Quarterly Floating Rate Period divided by 365)0 g0 }0 C; S$ e( n7 z2 X. f* \: W
determined on the 30th day prior to the first day of the applicable Quarterly
, H* }; }% V! m; {! gFloating Rate Period.) {% @4 r3 q& u4 \6 |* N" o
S-5
) v8 P0 u3 h$ e1 w/ n( j% e1 R+ {If the Board of Directors does not declare a dividend, or any part thereof, on
& h( K8 J* o, B) X9 d0 Tthe Preferred Shares Series 19 on or before the dividend payment date for a* s( K8 x! P0 Z& D5 ?! h5 ~( t
particular quarter, then the entitlement of the holders of the Preferred
- Z. _2 K5 Y+ Y8 DShares Series 19 to receive such dividend, or to any part thereof, for such( h4 y- n/ w$ n$ a" \, f
quarter will be forever extinguished.* u- J J w+ _2 C
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the3 ?3 v! r9 \* M4 h9 @9 _7 `
Superintendent and to the provisions described below under the heading( t3 K. t, {; C" w9 I, m2 A
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
8 C: R) e# m; _- F) N' }Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,3 I( C6 `' _' x& ~) R5 [
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
2 B( r4 \0 l) l3 o& Qor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
2 f0 V4 y7 D* x/ _! x moption without the consent of the holder, by the payment of an amount in/ O, O9 _7 D0 K" d4 j3 r. b+ r
cash for each such share so redeemed of (i) $25.00 together with all declared8 V' y9 u% Z3 c7 n& I) d* J
and unpaid dividends to the date fixed for redemption in the case of
4 F2 A! v& m v+ i4 o0 [redemptions on February 25, 2019 and on February 25 every five years. q8 z5 c/ k+ S3 [3 B0 L, l) p
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to( t' d* Y+ p% e/ d% `7 P
the date fixed for redemption in the case of redemptions on any other date
* M8 F! f# T6 _" Q% f1 A) Mon or after February 25, 2014.
( [9 K3 H \/ U0 ZConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
) [8 z2 g. [& j/ n& s- j2 ?4 K. jShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have* I5 [3 g( Y+ K. w8 u" ^! B
the right, at their option, to convert, on February 25, 2019 and on( h" h. u/ I* ^. Q! U6 P
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
% C# y1 U- T1 q5 I( S7 W+ Q, h" oor all of their Preferred Shares Series 19 into an equal number of Preferred( @* k- a, W, R+ e: f! t4 _
Shares Series 18 upon giving to the Bank written notice thereof not earlier
* Y: l( z4 g9 B2 |0 w ~. Dthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
* B3 E- y# a* Y- `& f0 q2 ]15th day preceding, a Series 19 Conversion Date.$ I! N9 ]& V( x c9 h1 X K) N
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
9 ^) M W+ J; k; MProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares' x2 j- D" F+ H. m4 |' S [6 o
Series 18, as the case may be, that there would be outstanding on such! ^0 t8 t/ j# G( [' D
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,0 l4 h6 O# D! S8 m& G4 t% z
such remaining number of Preferred Shares Series 19 will automatically be
' T4 ?* a' r! d9 R9 Y- Aconverted on such Series 19 Conversion Date into an equal number of* ~# o# A: B* t) {
Preferred Shares Series 18. Additionally, if the Bank determines that, after
" h" @; ^& G. r l% [; yconversion, there would be outstanding on such Series 19 Conversion Date
3 S6 ]8 c$ h, }less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
8 d Y: [7 Y N5 k: y" I2 X" sSeries 19 will be converted into Preferred Shares Series 18., j# G. p- M1 J9 F8 o$ n6 R+ w. t
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares0 T( ]& a1 n4 o5 @2 o" z
Series 19 will not be entitled as such to receive notice of, attend, or vote at, h; N. a! p7 J0 l- s3 f8 h( |
any meeting of the shareholders of the Bank unless and until the first time at; F, J8 I+ y2 W5 W& n2 q
which the Board of Directors has not declared the whole dividend on the+ X4 d3 p* ? t- X% |# C
Preferred Shares Series 19 in any quarter. In that event, subject as
& x7 C k! s0 B& [: T" W) Q; `hereinafter provided, the holders of Preferred Shares Series 19 will be
/ X# n' r; S) A* Z" R; U N" Oentitled to receive notice of, and to attend, meetings of shareholders at which
& i- H9 ^! z+ ndirectors of the Bank are to be elected and will be entitled to one vote for
7 {: |3 q. [( Y/ heach Preferred Share Series 19 held. The voting rights of the holders of the+ d5 f. C3 Z: k4 d
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
* A3 }1 v+ _( J2 l1 C" Ythe first dividend on the Preferred Shares Series 19 to which the holders are
( Y$ D4 _4 c: O, D5 ?+ t: g+ k: I& v" ~entitled thereunder subsequent to the time such voting rights first arose until
! ]' i* l- N6 ~' M5 ssuch time as the Bank may again fail to declare the whole dividend on the. _" ?) `% B" L! F. g+ a) g
Preferred Shares Series 19 in respect of any quarter, in which event such, ]" Y* y/ @3 P' R
voting rights will become effective again and so on from time to time.0 F; X+ z7 J# M9 w& T, q& c
S-6* M* A7 T# @2 }
Priority: The preferred shares of each series of the Bank will rank on a parity with, D* D a5 I( {
every other series and are entitled to preference over the common shares of' p( `' M( ]% \0 E, h
the Bank and over any other shares of the Bank ranking junior to the
! e& R9 T4 ~( H Hpreferred shares with respect to the payment of dividends and upon any: _! K. f5 S9 j2 {$ F
distribution of assets in the event of the liquidation, dissolution or4 f$ T; d& Z0 E( t3 R5 s
winding-up of the Bank.
* h4 K, H7 z# N* z- z. RTax on Preferred Share The Bank will elect, in the manner and within the time provided under
9 Z8 K; o7 X }5 u, F7 \) eDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
L1 p. X: l/ d. pSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
8 m! w8 v6 n8 @# [dividends received on such shares under Part IV.1 of such Act. |
|