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发表于 2008-11-29 16:58
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下面是BMO的:
. a1 z: @- |" v) VSUMMARY OF THE OFFERING
6 k7 {1 I0 }* m% X. h! \/ xThis 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’’.+ Y8 f _* |* A- O+ b' E
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18./ a3 f6 J3 |/ p7 b; N, r% T
Amount: $150,000,000 (6,000,000 shares).
6 k4 s+ ?/ j4 [7 p- E( gPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
# L$ ]9 |" l8 p/ o) Y5 a. l- R6 CPrincipal Characteristics of the Preferred Shares Series 18
9 e! c) A1 x: S! T0 ~# W! k5 wDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed1 A8 t# @, |0 P1 y
non-cumulative preferential cash dividends, as and when declared by the
b. H* ]9 D, M0 V3 ~6 I, U% CBoard of Directors, subject to the provisions of the Bank Act, for the initial
1 O, F$ Y+ g2 }- j. Z1 X2 @period commencing on the closing date and ending on and including
3 r; a+ H0 d/ @. _# ?( R- M7 x& jFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the/ Q! D7 l6 G2 q+ O, n3 k1 b6 g
25th day of February, May, August and November in each year, at a rate
% b' \+ J8 W6 P8 G8 aequal to $0.40625 per share. The initial dividend, if declared, will be payable# _! G H3 F; g6 Q" q4 J4 i9 U
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
* M/ c+ f% M3 ~4 |7 ldate of December 11, 2008.: ^4 o' W& ~& T) G& [
For each five-year period after the Initial Fixed Rate Period (each, a" b, X; ]7 t. O i6 y4 O$ a7 A1 c
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
9 {- x. B0 {2 H7 t- w/ NSeries 18 will be entitled to receive fixed non-cumulative preferential cash
; H; q$ ^8 T1 T2 J$ {. Gdividends, as and when declared by the Board of Directors, subject to the" j+ W& N/ X$ V) K
provisions of the Bank Act, payable quarterly on the 25th day of February,
. y. c! b2 R. ?& mMay, August and November in each year, in the amount per share per annum% t0 Z% k2 L. q* y* ?+ S
determined by multiplying the Annual Fixed Dividend Rate applicable to; y, m' T# W' W# N% N( _9 X5 M
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend: i8 f6 {' O/ b6 z6 C% B
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
, |' @' z/ @ a7 n2 UBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
2 h6 d* i; d2 W3 H( }) _# Yof such Subsequent Fixed Rate Period and will be equal to the sum of the
# P7 M7 F+ R7 UGovernment of Canada Yield on the applicable Fixed Rate Calculation Date, |6 ^1 }: e3 T% D6 d1 [
plus 3.83%.* [ p: h i e4 p2 o* p
If the Board of Directors does not declare a dividend, or any part thereof, on0 I/ b" ]; W) [ {% Q" m1 R
the Preferred Shares Series 18 on or before the dividend payment date for a4 y4 T6 T, ~/ _8 u- v5 F) o
particular quarter, then the entitlement of the holders of the Preferred# M% p) }8 q7 p% K" P
Shares Series 18 to receive such dividend, or to any part thereof, for such$ E6 i. {3 e. S9 W
quarter will be forever extinguished.9 H9 u" I$ m3 G6 w5 K
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
( @7 f" N% p% A1 u2 tSuperintendent and to the provisions described below under ‘‘Details of the
% M" S+ Z" \/ i6 Z$ \' |! QOffering — Certain Provisions of the Preferred Shares Series 18 as a
6 p7 g8 q n9 J9 o3 Y# b% ~Series — Restrictions on Dividends and Retirement of Shares’’, on; O) G4 a( Y/ i6 t6 P4 ]: S
February 25, 2014 and on February 25 every five years thereafter, on not
; b4 a6 J$ C4 i e$ Pmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
5 ^0 G' d8 w' r$ A6 H* f/ Zpart of the then outstanding Preferred Shares Series 18, at the Bank’s option) [/ n+ v* w( q
without the consent of the holder, by the payment of an amount in cash for, T2 d& q* y! I! n
each such share so redeemed of $25.00 together with all declared and unpaid
8 C d& d" ] Z: ?5 p( l9 Udividends to the date fixed for redemption.* Y8 {3 W. Q; A4 p
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic' d6 R8 b+ g( T N
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
! Z( T+ g- X D) Sthe right, at their option, to convert, on February 25, 2014 and on
9 E# O; l' @% l4 t. `) R4 ?S-41 q9 f8 l( d9 }% S" r1 b
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any7 @. J1 d* @5 H
or all of their Preferred Shares Series 18 into an equal number of Preferred
4 @# ^( b1 V" L. c GShares Series 19 upon giving to the Bank notice thereof not earlier than! Z% n9 n* Z9 {( n" p: q+ S( k
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
: c3 h. ~0 r" Lpreceding, a Series 18 Conversion Date. q7 P1 h8 {: I, u
Automatic Conversion If the Bank determines, after having taken into account all shares tendered/ T5 F3 U9 k9 A! m
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares+ d" I7 c. {! d2 N
Series 19, as the case may be, that there would be outstanding on such
/ G; H! R7 Q- z3 c6 s) ~7 SSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,0 P2 ?, [& M0 w7 r$ D/ I" T8 Y
such remaining number of Preferred Shares Series 18 will automatically be
4 X5 H$ Q4 b8 cconverted on such Series 18 Conversion Date into an equal number of
. K+ |2 C' r9 q5 WPreferred Shares Series 19. Additionally, if the Bank determines that, after
5 F! g7 i8 S! L; R" w8 ? Iconversion, there would be outstanding on such Series 18 Conversion Date
( z7 Z0 G6 T% F# ?" lless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
1 ^! p2 M; S" ?+ q( t* XSeries 18 will be converted into Preferred Shares Series 19.2 ~2 ]7 m: I; P" f6 O
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares: l5 }9 U( `* K' z( X7 j4 ^( x
Series 18 will not be entitled as such to receive notice of, attend, or vote at,& A. K+ j! T0 ^* f# P- F6 ^
any meeting of the shareholders of the Bank unless and until the first time at5 J: ?7 A" u/ p2 B- i& { z9 @
which the Board of Directors has not declared the whole dividend on the$ ?6 `& {# _( G& ]4 W4 I" r
Preferred Shares Series 18 in any quarter. In that event, subject as
4 Z7 I" X2 {8 I6 e+ ?hereinafter provided, the holders of Preferred Shares Series 18 will be; t. g7 {6 x1 w
entitled to receive notice of, and to attend, meetings of shareholders at which
. s# Z/ P- E$ q- |directors of the Bank are to be elected and will be entitled to one vote for, }9 _+ E* V- t; w, @9 W) {7 ]8 V
each Preferred Share Series 18 held. The voting rights of the holders of the
. h" a/ k, n; A0 i1 b, mPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
[4 S% q& s |: `the first dividend on the Preferred Shares Series 18 to which the holders are' \3 O: \& I4 w( V) {6 v
entitled thereunder subsequent to the time such voting rights first arose until
! l1 L1 W4 |, n f/ O* ?4 I8 X" Bsuch time as the Bank may again fail to declare the whole dividend on the A6 t6 L1 S+ i0 P' b. d9 f7 u" M# q
Preferred Shares Series 18 in respect of any quarter, in which event such
) V+ p" x! y2 l% X) Gvoting rights will become effective again and so on from time to time.# G- z+ Q! Y. b& Z) C" q
Principal Characteristics of the Preferred Shares Series 19
0 P) b( x& d: _0 zDividends: The holders of the Preferred Shares Series 19 will be entitled to receive9 U3 j) z0 |% t `$ L
floating rate non-cumulative preferential cash dividends, as and when3 h0 _9 S* z+ ^8 d
declared by the Board of Directors, subject to the provisions of the Bank Act,
' r9 c p M' n+ V- N0 upayable quarterly on the 25th day of February, May, August and November
( f, ^6 e! L4 O5 k1 z7 [in each year, in the amount per share determined by multiplying the8 K. L9 w/ R' X
applicable Quarterly Floating Dividend Rate by $25.00.
2 ~' ~1 l% B$ @# a& H: m. s/ s; AOn the 30th day prior to the commencement of the initial quarterly dividend
6 a5 I7 p7 T' O; M, j( Iperiod beginning on February 25, 2014, and on the 30th day prior to the first
( k" ^- }, X/ B7 M5 R$ t3 |day of each subsequent quarterly dividend period (the initial quarterly
2 C; b7 K o; x1 F* @% Q1 i N i# c7 xdividend period and each subsequent quarterly dividend period is referred to5 k$ y8 [/ m2 E. j) ^
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the" b! Z6 ^1 r( u' B; V1 [
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
9 V( o. s/ n" l% x1 V+ PPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
% T" T0 `0 q P# @3 pT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days6 s6 y8 p/ ]& ?# r
elapsed in the applicable Quarterly Floating Rate Period divided by 365) _; b8 a h+ t% G
determined on the 30th day prior to the first day of the applicable Quarterly
7 Y6 B) H. J& k! @6 e3 e0 H0 L; dFloating Rate Period.* D# Z0 k6 `9 Y1 T' z) U# N
S-5: u6 W. I0 a: k6 Z, |. k
If the Board of Directors does not declare a dividend, or any part thereof, on% z; `1 t! ^ d9 b
the Preferred Shares Series 19 on or before the dividend payment date for a
2 v$ Z% W# E2 i- D8 g. u e: aparticular quarter, then the entitlement of the holders of the Preferred
/ G3 e/ j5 `$ _8 |+ QShares Series 19 to receive such dividend, or to any part thereof, for such
, [, ]3 t2 Q* C# F( B$ ]6 u; Yquarter will be forever extinguished.
r* S1 |5 ], Z) K$ E6 fRedemption: Subject to the provisions of the Bank Act and to the prior consent of the5 ^, @3 u' @' [$ b( L/ N# m3 Q
Superintendent and to the provisions described below under the heading# J; K. C6 M; {& e) N/ D
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
& L6 s3 p7 H8 a0 N6 `# SSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,* E, `; G, H2 S( E
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
! n. B6 |# Q; z# y6 f# ror any part of the then outstanding Preferred Shares Series 19, at the Bank’s1 s5 R$ D7 w: r
option without the consent of the holder, by the payment of an amount in( \2 H* `; X* _+ g7 p8 ~
cash for each such share so redeemed of (i) $25.00 together with all declared
9 x7 |& X% M2 _. A, L2 wand unpaid dividends to the date fixed for redemption in the case of8 M- I- e7 o6 V; Y1 Z" w3 w3 I
redemptions on February 25, 2019 and on February 25 every five years
8 P' w2 _0 J3 v3 F( K0 q$ Pthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
( t; |: `& Y! [9 D8 x8 Ethe date fixed for redemption in the case of redemptions on any other date9 Z" ^; ?& e4 B1 L0 J; E3 @& s8 p3 y
on or after February 25, 2014.
) B9 v+ Y8 k3 O+ t+ |, H# V/ b5 v) OConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
( B$ A: T4 Z7 m5 l# G! zShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
; u0 k: J4 X- T+ A1 K4 Rthe right, at their option, to convert, on February 25, 2019 and on
3 E% X! \5 q, w+ s; XFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
" a6 s6 Y+ N! P( a/ ?( e% yor all of their Preferred Shares Series 19 into an equal number of Preferred( E. V* \" {' T/ B
Shares Series 18 upon giving to the Bank written notice thereof not earlier R1 C! f3 e$ x; b3 u- x
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the' y. m' N! U+ v$ w* w& z* C2 r
15th day preceding, a Series 19 Conversion Date.$ p1 ]) j; U X$ I
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
3 M2 x8 f7 _4 t% H+ X+ @# kProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares, d5 j" d+ Q) e/ y, H. X& w% }
Series 18, as the case may be, that there would be outstanding on such8 `+ r, n" d% S! }: u" T1 y
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
+ `' w5 g. G5 [, qsuch remaining number of Preferred Shares Series 19 will automatically be/ Y6 y) b( v1 J
converted on such Series 19 Conversion Date into an equal number of
8 P6 M2 c& \2 B2 e' w* {Preferred Shares Series 18. Additionally, if the Bank determines that, after0 K; F4 C( H, D; `, n
conversion, there would be outstanding on such Series 19 Conversion Date
$ ?5 | l9 {% l: `2 _& N& Vless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares1 n) d& i9 Z2 T& f0 U' z( t
Series 19 will be converted into Preferred Shares Series 18.' w: J+ }( n4 f
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
' `2 K+ ^0 V0 r3 gSeries 19 will not be entitled as such to receive notice of, attend, or vote at,, R! c7 a3 o) O& ~5 S7 a
any meeting of the shareholders of the Bank unless and until the first time at1 K8 k5 w9 H9 {! T8 M u
which the Board of Directors has not declared the whole dividend on the; J/ P+ _+ J" L$ J0 v
Preferred Shares Series 19 in any quarter. In that event, subject as
% B3 ]! m: d& h/ v' Y8 Whereinafter provided, the holders of Preferred Shares Series 19 will be
( l4 ]1 ~$ T) ~/ J3 Nentitled to receive notice of, and to attend, meetings of shareholders at which
1 Z4 w. j9 K0 W5 Gdirectors of the Bank are to be elected and will be entitled to one vote for
6 P. w9 m# M f) l; o/ z$ B* M1 Beach Preferred Share Series 19 held. The voting rights of the holders of the6 o0 c4 t% d' _9 y/ }% W2 s, I
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
8 f- H0 R- ?3 jthe first dividend on the Preferred Shares Series 19 to which the holders are
4 m, I* F& M# v( e Lentitled thereunder subsequent to the time such voting rights first arose until9 F, H& K* Z0 j1 @, f
such time as the Bank may again fail to declare the whole dividend on the
& e0 A9 O% Y* v- ~Preferred Shares Series 19 in respect of any quarter, in which event such9 |7 Z7 k U3 t d- v) F
voting rights will become effective again and so on from time to time.+ N8 F1 O% ~9 s3 ^/ i
S-69 ^3 O! z3 }5 B
Priority: The preferred shares of each series of the Bank will rank on a parity with
& j# r; N. x6 X3 ~+ S6 L( `every other series and are entitled to preference over the common shares of
; @6 L$ ~9 @" z1 v$ Bthe Bank and over any other shares of the Bank ranking junior to the
4 _, N# |: @2 y/ s: ~preferred shares with respect to the payment of dividends and upon any
$ d& v- P' S7 ?7 ^3 n2 b; pdistribution of assets in the event of the liquidation, dissolution or* l6 R1 d6 R6 @0 x) q
winding-up of the Bank.
; y" E* o4 f. e% CTax on Preferred Share The Bank will elect, in the manner and within the time provided under
+ \+ C4 K, D* ~6 \! I7 |Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares+ V; @* E( \& I/ O5 |3 j
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
( @0 E) J9 i! m# I/ v( C* {dividends received on such shares under Part IV.1 of such Act. |
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