 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:
) Y- c* A1 ]! f2 CSUMMARY OF THE OFFERING
: z- P6 v d( x, vThis 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’’.; r' P( [; ~: l
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18. i. j' _. A4 @0 e5 \- k
Amount: $150,000,000 (6,000,000 shares).
+ B7 a! \9 l2 y* t+ y% SPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
( [. N b# P0 ^/ H+ lPrincipal Characteristics of the Preferred Shares Series 18
) u; {# ]) {# N# n; `Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed! D% H5 B9 i# E. J9 b" J8 a
non-cumulative preferential cash dividends, as and when declared by the
7 `7 j# e* A9 \1 W* F- xBoard of Directors, subject to the provisions of the Bank Act, for the initial+ H7 C# ?# B1 X7 U9 q; s
period commencing on the closing date and ending on and including
/ M' O( l! p2 t/ hFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
$ e W0 y+ l1 l* b% f' m( E25th day of February, May, August and November in each year, at a rate
. ^6 m, b4 L1 ~' qequal to $0.40625 per share. The initial dividend, if declared, will be payable! q% P' ~5 Y$ E; h, ~1 w3 j
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
- b- M! ~8 \/ o' } rdate of December 11, 2008.- Q9 b4 N& a# k) K! a9 o
For each five-year period after the Initial Fixed Rate Period (each, a
+ Z# P4 B4 t# g# @‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
/ M0 e' g$ {: wSeries 18 will be entitled to receive fixed non-cumulative preferential cash
3 w4 R0 @. v6 B+ k+ d; U2 G. P* Bdividends, as and when declared by the Board of Directors, subject to the
; ~ s+ G. t% u Iprovisions of the Bank Act, payable quarterly on the 25th day of February,2 c o# `1 H% b9 U$ L, @, }
May, August and November in each year, in the amount per share per annum
' r2 U5 y9 I; o, hdetermined by multiplying the Annual Fixed Dividend Rate applicable to) E1 T" K& t2 A8 s0 f3 Y
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
* H" O1 s# t- E, `6 R. sRate for the ensuing Subsequent Fixed Rate Period will be determined by the% X5 ~$ s) o) W
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day2 G/ v$ G2 w( k) q: S0 i
of such Subsequent Fixed Rate Period and will be equal to the sum of the
7 j* q- {* y% ^Government of Canada Yield on the applicable Fixed Rate Calculation Date) p& n" T: N8 @9 o& d& s8 c
plus 3.83%.$ A8 F( }9 A/ y. ~
If the Board of Directors does not declare a dividend, or any part thereof, on; v# G9 @. I* [
the Preferred Shares Series 18 on or before the dividend payment date for a V5 D: m8 {* Y! ^9 N+ q
particular quarter, then the entitlement of the holders of the Preferred
3 g6 G4 U4 N+ F0 @; Y% xShares Series 18 to receive such dividend, or to any part thereof, for such
# R$ C+ T0 E; G! U. v; Zquarter will be forever extinguished.8 W# j! L0 b7 j' O3 t& [ p6 v( L
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the5 j& I) [$ \) ?& {: x4 m: |5 Y
Superintendent and to the provisions described below under ‘‘Details of the
; O0 Z$ S/ w% o7 A4 U2 ^Offering — Certain Provisions of the Preferred Shares Series 18 as a
3 ?- O: v/ @% G1 `2 L: d1 U. \Series — Restrictions on Dividends and Retirement of Shares’’, on
- w9 _8 J1 g% r5 t. _; x6 d1 h% k3 P+ mFebruary 25, 2014 and on February 25 every five years thereafter, on not
& G/ O, V4 q& U' B8 L( \$ L$ Nmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any8 I3 j% K L8 ?
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
1 M* J+ M; A$ }without the consent of the holder, by the payment of an amount in cash for
3 P- O( N7 C# neach such share so redeemed of $25.00 together with all declared and unpaid
. |7 s$ }8 [ j8 l" b5 ~, b6 Vdividends to the date fixed for redemption.
- {$ O. i( h+ o, @, l# Q1 sConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
2 s# m- y! h8 J9 u! F( jShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have- q+ O( G2 g1 {4 C
the right, at their option, to convert, on February 25, 2014 and on: R# k& b1 {# v
S-4
) {9 Z3 o( j' [# [3 z9 J% h, y- ?February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
6 D, I, B& h6 }3 k; t# [or all of their Preferred Shares Series 18 into an equal number of Preferred
5 {' B% B6 ?5 a* {' P7 UShares Series 19 upon giving to the Bank notice thereof not earlier than6 \! U& k8 j3 L$ g
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
* N7 E. n% }# g+ i0 w- b; u/ v8 n' Wpreceding, a Series 18 Conversion Date.9 Y" Q" `+ u- p0 Y, O
Automatic Conversion If the Bank determines, after having taken into account all shares tendered% K- S* [# I; D/ Y! T" ^! b
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
3 K% t V- a' l9 bSeries 19, as the case may be, that there would be outstanding on such% e6 I. c Z ?7 t3 t3 ~& S$ Z
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
6 E4 A2 K' }9 w% V! esuch remaining number of Preferred Shares Series 18 will automatically be
9 ^1 U4 v% Y' Cconverted on such Series 18 Conversion Date into an equal number of
5 A( ^+ k+ U/ I/ r. A! K% LPreferred Shares Series 19. Additionally, if the Bank determines that, after; V' o" a" z9 o* f
conversion, there would be outstanding on such Series 18 Conversion Date; m+ T. v6 G9 |8 t, x$ q$ Z7 e
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
& o& v9 j. I7 |1 BSeries 18 will be converted into Preferred Shares Series 19.
; ]9 a! \: H0 X$ x7 C- FVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
+ M3 Q: \# [1 gSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
6 m+ d; h7 G0 W# `+ b: [: b' Eany meeting of the shareholders of the Bank unless and until the first time at8 ^% Z% ^7 j" b* n0 C" x, w1 @
which the Board of Directors has not declared the whole dividend on the
3 K7 L2 K' v0 KPreferred Shares Series 18 in any quarter. In that event, subject as; s$ v, K% S- h% T- e% x
hereinafter provided, the holders of Preferred Shares Series 18 will be
3 g8 ^0 B) j6 |6 _1 q3 p' _8 Fentitled to receive notice of, and to attend, meetings of shareholders at which. w+ k9 e7 i7 s ^
directors of the Bank are to be elected and will be entitled to one vote for: n- k) X4 z( G% ?+ T
each Preferred Share Series 18 held. The voting rights of the holders of the7 O4 `! r) w* ^" v1 k
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of* L3 X6 r, n& n( y) }
the first dividend on the Preferred Shares Series 18 to which the holders are- O4 c: B0 _+ N" A5 Z
entitled thereunder subsequent to the time such voting rights first arose until
, d; K- F, I$ ^: Ysuch time as the Bank may again fail to declare the whole dividend on the
' @, h8 t) Q+ l9 W( I0 @' i' W# x2 xPreferred Shares Series 18 in respect of any quarter, in which event such
' i& B" L8 B0 E% p+ Wvoting rights will become effective again and so on from time to time.( b k5 l1 G% C$ [9 [6 p
Principal Characteristics of the Preferred Shares Series 19: X* \9 f A {: M
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
6 S5 \3 s$ i4 H3 Ufloating rate non-cumulative preferential cash dividends, as and when
# S) w4 d" x; H9 edeclared by the Board of Directors, subject to the provisions of the Bank Act,$ s% a% Q w( L* w2 U' u9 N
payable quarterly on the 25th day of February, May, August and November; ~7 D* k( _- d7 O. Y* j
in each year, in the amount per share determined by multiplying the! y& K) U0 c! e
applicable Quarterly Floating Dividend Rate by $25.00.9 P3 V5 c& A" W3 a
On the 30th day prior to the commencement of the initial quarterly dividend/ @( H/ K: Y+ W/ K3 B) P+ @! F+ y, S, f
period beginning on February 25, 2014, and on the 30th day prior to the first
4 s7 m, c9 `+ D, ?) Mday of each subsequent quarterly dividend period (the initial quarterly
: O ^) |4 ^; Wdividend period and each subsequent quarterly dividend period is referred to; @2 X8 N9 {% x- c- |: z9 f: {- U
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
$ I6 w$ [9 M: M5 HQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
9 W. @* \' F, sPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
- y g8 o, B# [7 g4 MT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
, h% C8 p, w' K" I* j, a8 _! P5 Welapsed in the applicable Quarterly Floating Rate Period divided by 365)! G& O* M; ?/ V: t4 \
determined on the 30th day prior to the first day of the applicable Quarterly( D& _* S9 X4 _) b8 l8 u9 w/ n
Floating Rate Period.
N" Q9 ^/ y2 g% g( ]: gS-5
1 i, ?2 s2 ]2 e# m; @) s5 }) wIf the Board of Directors does not declare a dividend, or any part thereof, on( [7 j* R8 x! z4 L; n3 l' u( a1 U) ]2 V
the Preferred Shares Series 19 on or before the dividend payment date for a
9 Y3 f0 X: ]3 B% N2 p7 ~7 aparticular quarter, then the entitlement of the holders of the Preferred
6 v' R w& E# BShares Series 19 to receive such dividend, or to any part thereof, for such
% g- y4 H3 }' U8 }+ A! @quarter will be forever extinguished.
& H1 w# l1 [2 rRedemption: Subject to the provisions of the Bank Act and to the prior consent of the% D6 \' a4 L [, n
Superintendent and to the provisions described below under the heading
$ b% P. ?: J" _7 N; m5 V" A y‘‘Details of the Offering — Certain Provisions of the Preferred Shares/ n2 r, X# N! y( I( n: s
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
2 q7 }- \9 h3 d7 d% _on not more than 60 nor less than 30 days’ notice, the Bank may redeem all3 o/ B+ Y6 u4 D: P8 T g' p, W( y4 h0 [
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
/ y' D5 O2 _) A& Uoption without the consent of the holder, by the payment of an amount in' N7 ?6 c* m3 R' P. N
cash for each such share so redeemed of (i) $25.00 together with all declared
0 T. S, x$ v1 O tand unpaid dividends to the date fixed for redemption in the case of
$ d% e+ |7 U, v1 H1 C. i6 n9 u3 Jredemptions on February 25, 2019 and on February 25 every five years0 q- t; T# p/ {
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to% m- m: d1 @- l3 I1 p
the date fixed for redemption in the case of redemptions on any other date' k; S B; I$ Q. J+ y: s- D6 f
on or after February 25, 2014.
9 j0 N- J7 t( w; [. q5 G' h% ^Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
! U% {0 s. L. oShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
_" ]% `' |, @1 l# I6 |the right, at their option, to convert, on February 25, 2019 and on% V! @' ^% g5 h( V% I1 x
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any' x% y& j2 Z0 a: i) l
or all of their Preferred Shares Series 19 into an equal number of Preferred
8 }* n4 T0 h5 `Shares Series 18 upon giving to the Bank written notice thereof not earlier
+ L* R6 S8 i0 L8 g1 G* V; k6 L" F5 gthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
: Q- _- m* u9 c; C- s0 Y5 k, ~15th day preceding, a Series 19 Conversion Date.
4 P# w. _' l9 c# i8 _, |. ]$ aAutomatic Conversion If the Bank determines, after having taken into account all shares tendered# @8 W% ?3 h# e2 `% F. V+ {3 N
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares4 S' o& J* s7 v! T/ T
Series 18, as the case may be, that there would be outstanding on such
2 X4 H2 D& l. q* Q. e1 h" RSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
: U+ s# I, D1 k3 d( x5 zsuch remaining number of Preferred Shares Series 19 will automatically be, f& _7 a& [7 {/ E, A! v+ n
converted on such Series 19 Conversion Date into an equal number of# @$ a' u* w( M8 a b4 [! [9 h
Preferred Shares Series 18. Additionally, if the Bank determines that, after6 v7 n' M/ J* b8 j1 p( g3 ]2 I: F
conversion, there would be outstanding on such Series 19 Conversion Date2 U. {& a1 U x1 k; | x# q1 [
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares5 \$ a/ x5 T& w8 v) G' l* M; }
Series 19 will be converted into Preferred Shares Series 18.4 e F5 t) |0 @$ r- i
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
6 k/ I) @7 m# B* y2 {2 cSeries 19 will not be entitled as such to receive notice of, attend, or vote at,: o* [% L' Q `; S6 U
any meeting of the shareholders of the Bank unless and until the first time at
6 f% d# y* P/ X: {- M9 Awhich the Board of Directors has not declared the whole dividend on the
" I: F- a3 N4 SPreferred Shares Series 19 in any quarter. In that event, subject as
* A0 m; O( S2 U @5 S' Bhereinafter provided, the holders of Preferred Shares Series 19 will be6 B4 W+ K" Q" T5 r2 @( G" L# d' i
entitled to receive notice of, and to attend, meetings of shareholders at which; G" F7 f9 H8 E0 h
directors of the Bank are to be elected and will be entitled to one vote for
1 f+ x! ?+ b3 e5 T8 |each Preferred Share Series 19 held. The voting rights of the holders of the
( D! z; O# {- }9 ~; z3 D0 g, R7 bPreferred Shares Series 19 will forthwith cease upon payment by the Bank of9 ^6 D9 x7 e3 s( o
the first dividend on the Preferred Shares Series 19 to which the holders are
, Q4 X- B* b/ w4 Pentitled thereunder subsequent to the time such voting rights first arose until1 r9 Z3 G5 E( Q5 k5 W5 h6 B/ N
such time as the Bank may again fail to declare the whole dividend on the% ` M* ^' }( ?4 a7 w% Q) V
Preferred Shares Series 19 in respect of any quarter, in which event such
, H x2 C0 V) A, w5 m* X, lvoting rights will become effective again and so on from time to time., m( [0 ]& D8 j# x
S-6! J3 I, a/ g) ?) r* p7 Y5 ]' P) e
Priority: The preferred shares of each series of the Bank will rank on a parity with3 I" N: j+ H* G$ D( W
every other series and are entitled to preference over the common shares of
9 \: I/ B! k1 Athe Bank and over any other shares of the Bank ranking junior to the
?+ V& R& x, L" @preferred shares with respect to the payment of dividends and upon any2 ^' o. W8 @8 d4 p1 C" B0 C
distribution of assets in the event of the liquidation, dissolution or) l' z- i. i3 w4 S
winding-up of the Bank.& v' h: d6 x: d- y9 N; Z4 ?
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
1 l( c p2 A/ W& j& A- S2 SDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
; `' K4 Z6 |: p2 c' i- ^: Z/ ESeries 18 and Preferred Shares Series 19 will not be required to pay tax on) V6 P2 D' e3 L0 e4 x4 ]4 O" B e2 J
dividends received on such shares under Part IV.1 of such Act. |
|