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发表于 2008-11-29 16:58
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下面是BMO的:
9 u( u' c1 |& f6 D% i, s0 {SUMMARY OF THE OFFERING% j' ]% ]: v; l& x0 i' t
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’’.
: w: N! I8 H) n) P4 |- SIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
. a6 e$ A, K& d6 S% Q) c) J8 ^4 cAmount: $150,000,000 (6,000,000 shares).* U# a6 B3 l- W6 r+ s. v6 o
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
0 V. s4 m$ H( _: wPrincipal Characteristics of the Preferred Shares Series 183 y$ {& G- Z4 Y( D- m! s+ y, j
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
/ J: \! \: I7 r! v$ Enon-cumulative preferential cash dividends, as and when declared by the
7 @0 {" S6 `$ H. a8 Y& |9 r' kBoard of Directors, subject to the provisions of the Bank Act, for the initial( U; s5 W+ o# ~$ n
period commencing on the closing date and ending on and including4 z- g" v( h* G. x5 k3 z% [. _
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
: x* N @% B3 m: ^1 }25th day of February, May, August and November in each year, at a rate6 z* ]* e' w5 ^+ o" ?$ f
equal to $0.40625 per share. The initial dividend, if declared, will be payable
. ]. L2 N5 F$ y+ N- e7 i# ~. V% WMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing u" Z- q$ e. q" w. f. Q& ^; I6 [
date of December 11, 2008. `! z! h `1 h# Z" t
For each five-year period after the Initial Fixed Rate Period (each, a
3 I% Y+ M. @2 g# O‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares+ G7 {) U! N/ T6 |8 B
Series 18 will be entitled to receive fixed non-cumulative preferential cash, ]5 q! }4 x* Q# I
dividends, as and when declared by the Board of Directors, subject to the7 g8 k% F( u8 A+ P# @: s3 g
provisions of the Bank Act, payable quarterly on the 25th day of February,* T' a* t2 H7 i/ W3 e) X
May, August and November in each year, in the amount per share per annum8 y1 c# g, ^; W' I
determined by multiplying the Annual Fixed Dividend Rate applicable to
+ G/ @8 e: Z$ D6 o' }4 c, tsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
4 G l, p" M+ a1 D; N m! [: CRate for the ensuing Subsequent Fixed Rate Period will be determined by the
4 B! J; W3 ^ B- TBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day7 n7 k# e {% n! g s. f! i" U
of such Subsequent Fixed Rate Period and will be equal to the sum of the3 x0 w$ k w9 j9 X
Government of Canada Yield on the applicable Fixed Rate Calculation Date
( u0 J0 e; h" [plus 3.83%.- }/ H# ]' T! C, m" F9 q* I
If the Board of Directors does not declare a dividend, or any part thereof, on' K: t0 n/ h# N% o* _$ a9 a( P
the Preferred Shares Series 18 on or before the dividend payment date for a/ @( A* J( G T+ g% T9 a
particular quarter, then the entitlement of the holders of the Preferred
& f1 U# A; T& }/ LShares Series 18 to receive such dividend, or to any part thereof, for such8 B3 A+ M. ?) C0 v" }' I
quarter will be forever extinguished.+ o( B0 S t$ C u
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
/ b2 ~! s! `: r2 s6 L. H5 @6 iSuperintendent and to the provisions described below under ‘‘Details of the
4 ^. h8 C Y0 t+ Z8 f# u0 COffering — Certain Provisions of the Preferred Shares Series 18 as a" M+ _% Q" j! k) r. v/ Z' G' d
Series — Restrictions on Dividends and Retirement of Shares’’, on
8 ]! g7 K2 L q" }February 25, 2014 and on February 25 every five years thereafter, on not8 K/ l: ~7 J$ ]. V
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any4 h9 O7 J! u0 J& `, y8 h6 P6 `; k
part of the then outstanding Preferred Shares Series 18, at the Bank’s option- ?& Q! Q+ E) D1 G
without the consent of the holder, by the payment of an amount in cash for
0 S! C4 U: Z, heach such share so redeemed of $25.00 together with all declared and unpaid
5 K2 z# S/ V1 bdividends to the date fixed for redemption.
8 g, L3 |# M9 i- hConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic5 U# f6 ~2 `5 B) Q; C7 k
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have% n: s, q0 J. x+ n S6 E* V
the right, at their option, to convert, on February 25, 2014 and on6 d+ z; h8 @6 C% x9 M+ i
S-4
' z7 M4 U% f& K. v, }* z lFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
, }0 a; _' n. E; hor all of their Preferred Shares Series 18 into an equal number of Preferred
/ f- s/ \# u4 }* `$ pShares Series 19 upon giving to the Bank notice thereof not earlier than/ U0 ^2 s; b- l2 ]
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day; M3 K; F' u/ \& H/ `: ~7 Q
preceding, a Series 18 Conversion Date." T) j- N2 K7 ~& t$ `5 X
Automatic Conversion If the Bank determines, after having taken into account all shares tendered* [7 f' W" P0 j2 ]
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
{& F) w' o6 Z0 |2 u# X4 USeries 19, as the case may be, that there would be outstanding on such
1 T% s% q6 J9 N7 z7 }1 jSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,2 R1 t7 w1 y- r5 u g2 ~7 t1 l- ?
such remaining number of Preferred Shares Series 18 will automatically be2 v2 D. @% ]# s) q* S0 ]" [8 d2 O
converted on such Series 18 Conversion Date into an equal number of$ u2 k7 g y2 w! a k
Preferred Shares Series 19. Additionally, if the Bank determines that, after
& E4 t% Q7 D; x: X6 dconversion, there would be outstanding on such Series 18 Conversion Date
: P1 Z7 a& {, sless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
( M0 _# V: o( I; CSeries 18 will be converted into Preferred Shares Series 19.6 q& {- ^8 R- n
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares/ h& M/ ~! k/ ?9 X w' T
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
" T4 A" k! D, Dany meeting of the shareholders of the Bank unless and until the first time at8 ~- I2 I3 }6 R- C6 s9 v
which the Board of Directors has not declared the whole dividend on the
% @3 ~, R& z5 ePreferred Shares Series 18 in any quarter. In that event, subject as
: e* I- S+ Y0 ?; \ K! _hereinafter provided, the holders of Preferred Shares Series 18 will be
& `+ N( P y y% ?entitled to receive notice of, and to attend, meetings of shareholders at which6 S( ^! Q. E6 ~6 ` Z4 w: o
directors of the Bank are to be elected and will be entitled to one vote for
$ i, a% {+ p) }/ x* M% Jeach Preferred Share Series 18 held. The voting rights of the holders of the% y8 l% t8 i% w
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of" C1 F; o& n' d
the first dividend on the Preferred Shares Series 18 to which the holders are, h% [/ e9 B; g* V0 z
entitled thereunder subsequent to the time such voting rights first arose until
# v' R1 f4 i$ }5 K) F2 k Vsuch time as the Bank may again fail to declare the whole dividend on the
3 ?. j" e6 H/ j2 ], [Preferred Shares Series 18 in respect of any quarter, in which event such' h; ^( G# q- U2 {
voting rights will become effective again and so on from time to time.
7 c# h* ^& P- b: O* l g# KPrincipal Characteristics of the Preferred Shares Series 19
9 }4 F: m5 a$ lDividends: The holders of the Preferred Shares Series 19 will be entitled to receive6 L, n: f! P" Q% A! \
floating rate non-cumulative preferential cash dividends, as and when
8 P3 a6 s; Q9 m! @) f1 D+ V) ?* Odeclared by the Board of Directors, subject to the provisions of the Bank Act,
/ @! k9 q: F* Q! ~. O4 }payable quarterly on the 25th day of February, May, August and November
9 V2 D4 @5 D5 c4 O: q4 pin each year, in the amount per share determined by multiplying the8 n* z B" b( z8 k3 v; M; t/ U
applicable Quarterly Floating Dividend Rate by $25.00.
+ T/ ^6 ?# y0 g5 ^On the 30th day prior to the commencement of the initial quarterly dividend
6 k8 R3 z4 i0 H+ s/ R' P% e1 tperiod beginning on February 25, 2014, and on the 30th day prior to the first
( J+ d }% ` i7 K0 U' u9 M$ i) Y- aday of each subsequent quarterly dividend period (the initial quarterly
2 |. o9 l/ H- ~dividend period and each subsequent quarterly dividend period is referred to8 R" a( W6 L# R s- I6 `1 R* I: ?
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the4 Z }; a% a9 ? `# c
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate9 M& U- o: Y+ ~: @
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
7 x/ r5 V, s( ?) x9 WT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
2 d% L9 a* Q4 P4 felapsed in the applicable Quarterly Floating Rate Period divided by 365)
a- l% D3 m6 [3 H8 Wdetermined on the 30th day prior to the first day of the applicable Quarterly
% q& X+ S( ?5 D+ dFloating Rate Period.
) E6 _' s( v [/ d& P$ P# nS-56 Q- M2 y; t. k( P
If the Board of Directors does not declare a dividend, or any part thereof, on
7 m/ g9 |: A8 y1 p! l ^the Preferred Shares Series 19 on or before the dividend payment date for a1 M/ T9 W s- U" v K
particular quarter, then the entitlement of the holders of the Preferred0 B9 F9 S( P8 ~2 o- k7 ~0 u
Shares Series 19 to receive such dividend, or to any part thereof, for such* p5 R0 ^- p U/ H$ B0 c
quarter will be forever extinguished.
1 l% t# ^5 k5 s+ D9 r) BRedemption: Subject to the provisions of the Bank Act and to the prior consent of the8 T, |( V# q3 u" t
Superintendent and to the provisions described below under the heading
' ?/ I" G5 t _5 a( V8 ~" ]- w‘‘Details of the Offering — Certain Provisions of the Preferred Shares
( ~, ^0 L" f6 o: v' O" Z3 MSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
5 v* J# M5 I7 i: ~on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
; f: y; X; d" }, G/ K) ?3 Cor any part of the then outstanding Preferred Shares Series 19, at the Bank’s+ D% R3 g1 K3 n; Y, Y5 K
option without the consent of the holder, by the payment of an amount in
) z% Q* W/ N L9 A1 ycash for each such share so redeemed of (i) $25.00 together with all declared
2 Z; b7 i; z1 `5 S/ Z; n- `! k4 Pand unpaid dividends to the date fixed for redemption in the case of; v: I% K9 n' \
redemptions on February 25, 2019 and on February 25 every five years# q( a4 p8 L. q( l4 y
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
3 ^% T1 l3 f4 ?' q0 \the date fixed for redemption in the case of redemptions on any other date! T4 Z! g- S7 B- V& U8 n$ g% y
on or after February 25, 2014.9 g4 ?- d2 R6 _6 U
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
8 j" e/ q6 Q6 U5 l6 l8 q# R; hShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have9 E }. B1 o/ c9 O- f
the right, at their option, to convert, on February 25, 2019 and on8 i4 S" }! l' \4 j0 P. z
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any. Y6 H5 _8 [5 F
or all of their Preferred Shares Series 19 into an equal number of Preferred
- M- Z6 l; u" w" M( _Shares Series 18 upon giving to the Bank written notice thereof not earlier1 t0 G, y2 i, u& a% r& A
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
9 l( O, m2 N$ n, N- c+ i15th day preceding, a Series 19 Conversion Date.
- ^' i$ u% ~% Z- L, ], y& rAutomatic Conversion If the Bank determines, after having taken into account all shares tendered3 Q1 X# O* u0 z3 E7 ^; w
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares0 P6 Z P4 C0 u6 g
Series 18, as the case may be, that there would be outstanding on such) I, [ v3 V* w. d4 ?
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
% U6 n: s; d b$ N' I& {such remaining number of Preferred Shares Series 19 will automatically be5 D) T" l( Z: Y) m
converted on such Series 19 Conversion Date into an equal number of
! j$ u$ s. t$ a: SPreferred Shares Series 18. Additionally, if the Bank determines that, after# w; u' \; s& b9 e- k$ t
conversion, there would be outstanding on such Series 19 Conversion Date
6 M" X$ a4 g: F8 v! K4 y+ cless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
0 p: u, Y5 h2 X8 K& i' P0 A1 oSeries 19 will be converted into Preferred Shares Series 18./ c; }% r% `; F! L
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares2 i) w: D0 i# M& t0 ^
Series 19 will not be entitled as such to receive notice of, attend, or vote at,' p9 @: c- k/ c' g$ N
any meeting of the shareholders of the Bank unless and until the first time at- D9 Q1 v( `9 E# F- Z
which the Board of Directors has not declared the whole dividend on the
1 `/ s2 P2 Z1 t2 z: h3 V# V& u3 kPreferred Shares Series 19 in any quarter. In that event, subject as
2 ^' y# g! E2 K8 K* ~+ w. q+ shereinafter provided, the holders of Preferred Shares Series 19 will be: r& y- C; a i* |
entitled to receive notice of, and to attend, meetings of shareholders at which% X# D+ o; T8 {" z
directors of the Bank are to be elected and will be entitled to one vote for( |* W, U$ C J; ]/ ?" W) A
each Preferred Share Series 19 held. The voting rights of the holders of the: ~( C* ~. [4 |6 o% B( D0 G& n' s, H. `
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of! E) c$ f% a! L$ b2 @ ?' K% P" c
the first dividend on the Preferred Shares Series 19 to which the holders are
& S% n# i# o* }7 s/ h9 Qentitled thereunder subsequent to the time such voting rights first arose until
& N) ?; G8 f' t* a! `" bsuch time as the Bank may again fail to declare the whole dividend on the
+ l) Y) ^$ h: b0 i" jPreferred Shares Series 19 in respect of any quarter, in which event such
8 M. W- q8 N$ J, B' U& l, ?voting rights will become effective again and so on from time to time.
. z$ v# d: r" M2 @0 |2 ^: SS-6
% S# \5 j$ {! [) Z' A% j# C. n( PPriority: The preferred shares of each series of the Bank will rank on a parity with; h7 u ?3 E8 V' ?6 m5 ?7 `
every other series and are entitled to preference over the common shares of4 a! C& S& z5 i* V: Y) l
the Bank and over any other shares of the Bank ranking junior to the
9 E- z$ L0 N- V! F6 _preferred shares with respect to the payment of dividends and upon any
+ n. \ w ?* j1 cdistribution of assets in the event of the liquidation, dissolution or
: W8 I8 a2 ^( qwinding-up of the Bank.
0 P9 I1 V, u/ k( lTax on Preferred Share The Bank will elect, in the manner and within the time provided under
' u$ x- n6 d$ A" B/ `& R, IDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
( Z( L) O) O1 m# N$ c1 c# B9 sSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
1 Q! T% r" k, ~ R0 ddividends received on such shares under Part IV.1 of such Act. |
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