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发表于 2008-11-29 16:58
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下面是BMO的:
6 k% u/ m# s$ jSUMMARY OF THE OFFERING) m# d$ v3 D7 C
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’’.
: [/ x5 \% M% @8 K1 i7 Z( `- NIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
! I* a' Y- @# y8 u7 X. B g7 E' l iAmount: $150,000,000 (6,000,000 shares).
3 O x1 U- v6 ?/ CPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
- J1 g0 i6 r1 L" F* jPrincipal Characteristics of the Preferred Shares Series 18
# [, Y; K `# eDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
. M q& a' U- A) rnon-cumulative preferential cash dividends, as and when declared by the
. _: s ~. {$ G! @; z4 d8 N4 \8 HBoard of Directors, subject to the provisions of the Bank Act, for the initial
5 d$ y9 j3 ]" _period commencing on the closing date and ending on and including9 ]( q( x9 l. p4 Z
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
9 W" _+ F2 o7 S: n2 A4 l25th day of February, May, August and November in each year, at a rate8 H0 A+ C5 D3 C# h! j) I/ k! X
equal to $0.40625 per share. The initial dividend, if declared, will be payable
^% g3 x3 y/ b/ [May 25, 2009 and will be $0.73459 per share, based on the anticipated closing Y$ K& r; x# s/ y& N
date of December 11, 2008.
0 e9 O* {, }+ S0 u. r% D0 T: fFor each five-year period after the Initial Fixed Rate Period (each, a
' @1 |. z+ a. K. P3 d‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
" n6 W$ |- v! G5 y z7 X% HSeries 18 will be entitled to receive fixed non-cumulative preferential cash& c! O. y3 E, L: s. O$ X
dividends, as and when declared by the Board of Directors, subject to the
% n$ V( b! R9 Hprovisions of the Bank Act, payable quarterly on the 25th day of February,
0 m; d$ @" f/ f) {$ ^May, August and November in each year, in the amount per share per annum! p" u& h7 [5 H) X
determined by multiplying the Annual Fixed Dividend Rate applicable to% j# o4 o0 {6 |2 X
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
4 g- R; R9 y& yRate for the ensuing Subsequent Fixed Rate Period will be determined by the1 G" B5 x" b" W! J; H8 b
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
( f q$ W [; F" u) Gof such Subsequent Fixed Rate Period and will be equal to the sum of the( d6 S/ q D R% h+ p6 @& i$ H1 Q
Government of Canada Yield on the applicable Fixed Rate Calculation Date
3 [+ }4 p0 d2 ]2 b& Wplus 3.83%.
) N" ~9 j3 u: e1 U( xIf the Board of Directors does not declare a dividend, or any part thereof, on; [3 }, O% }5 [/ M+ R9 d* I: b
the Preferred Shares Series 18 on or before the dividend payment date for a: \" p" t- K* ]' N
particular quarter, then the entitlement of the holders of the Preferred. k' y' f1 o4 ^6 v0 ?8 s+ r, J
Shares Series 18 to receive such dividend, or to any part thereof, for such
' C/ d Z! D1 d; n3 u W9 i/ P" Bquarter will be forever extinguished.) l0 K; r7 A; ]1 j% m8 d& W
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
- d- T! ]" i- t Q; r6 a3 rSuperintendent and to the provisions described below under ‘‘Details of the, U- I1 p- X5 |, w
Offering — Certain Provisions of the Preferred Shares Series 18 as a
* w; X# E3 Q$ K) |+ e( BSeries — Restrictions on Dividends and Retirement of Shares’’, on+ J6 }+ F) g c; [4 T
February 25, 2014 and on February 25 every five years thereafter, on not- `: K h* X) z5 Y8 [; s- G
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any1 P c* h; o" b2 d
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
& o4 w0 y' {" Awithout the consent of the holder, by the payment of an amount in cash for8 r8 J4 Z& G' n
each such share so redeemed of $25.00 together with all declared and unpaid% T3 X0 B' i5 P) c: l) U7 S
dividends to the date fixed for redemption.
8 ]" C7 H% H* e: r; MConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
7 I' d% E% g( \. a2 ^/ sShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have- H! J5 v! S# o& r) _! [# t
the right, at their option, to convert, on February 25, 2014 and on
1 A1 ^1 s& ] @6 w# A4 ^S-4
! G7 @0 ]2 S5 B1 vFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any8 I+ H! c C& q1 ?
or all of their Preferred Shares Series 18 into an equal number of Preferred
2 y/ ?! Z7 r+ A, M5 HShares Series 19 upon giving to the Bank notice thereof not earlier than
2 u, z8 Y/ h4 P/ A* G# [0 i& t30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
- l+ j# Y( Y, i6 A1 l" b1 F/ ^$ Xpreceding, a Series 18 Conversion Date.( A2 ] ^, X6 o1 t- ~* C
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
D% L `8 D. U3 I) {Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
% Y/ Y8 w7 {8 v% [, N) H7 P. OSeries 19, as the case may be, that there would be outstanding on such
$ u( ^5 k* ~ D* cSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,- r* M4 ]* X4 K o; j
such remaining number of Preferred Shares Series 18 will automatically be
; k0 E8 K9 b" d# P0 }4 I/ iconverted on such Series 18 Conversion Date into an equal number of& ]' K, U( @) t( c, [# w6 `
Preferred Shares Series 19. Additionally, if the Bank determines that, after
! h. m/ y& l; h' F+ t' Tconversion, there would be outstanding on such Series 18 Conversion Date
% M# t# h* H5 C3 u" l( B! t( iless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares4 c: ?' s* F( {, \ Q! t
Series 18 will be converted into Preferred Shares Series 19.$ ~0 `/ ^0 O+ {% c7 t
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
$ V6 N8 G, o- c7 R3 k6 r! hSeries 18 will not be entitled as such to receive notice of, attend, or vote at,' a7 \2 Y, ?6 [, u
any meeting of the shareholders of the Bank unless and until the first time at
7 l5 m% ~+ s9 \: g& ewhich the Board of Directors has not declared the whole dividend on the7 U$ l `9 d* l1 t, C# l) m1 P5 B1 I# ^
Preferred Shares Series 18 in any quarter. In that event, subject as' l9 f) Q! F0 [8 J" F
hereinafter provided, the holders of Preferred Shares Series 18 will be0 e* u. h: t1 p+ T$ @( ]" p
entitled to receive notice of, and to attend, meetings of shareholders at which6 Y$ {7 r7 ~! j. L% k. b. n, ]* l0 a
directors of the Bank are to be elected and will be entitled to one vote for
b0 M+ H# Q& ?8 W8 _$ t/ b% O/ reach Preferred Share Series 18 held. The voting rights of the holders of the3 Y9 B2 A, C5 i2 ~3 x4 t
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
. w- S" y8 @. R$ wthe first dividend on the Preferred Shares Series 18 to which the holders are" E4 s, W# t9 s& P
entitled thereunder subsequent to the time such voting rights first arose until
" ?7 S% v/ ?: l7 O" Lsuch time as the Bank may again fail to declare the whole dividend on the* x: ]; f* T6 _
Preferred Shares Series 18 in respect of any quarter, in which event such
0 m& \! d, x/ K" W3 L) Z; Fvoting rights will become effective again and so on from time to time.# C$ K; i% _" L5 g. I+ g6 n
Principal Characteristics of the Preferred Shares Series 19
- I3 y9 U: w6 m, s. U7 Q& ]Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive: C3 D. c$ [% z, o% [4 z0 y
floating rate non-cumulative preferential cash dividends, as and when! U/ B3 `! X7 {- x
declared by the Board of Directors, subject to the provisions of the Bank Act," D$ p: B' ?! @
payable quarterly on the 25th day of February, May, August and November, W8 X W. `& h1 k! Q; {3 A3 j
in each year, in the amount per share determined by multiplying the5 @$ O8 [3 H$ j# U
applicable Quarterly Floating Dividend Rate by $25.00.
7 M7 S9 ^* o4 y+ ?2 R' hOn the 30th day prior to the commencement of the initial quarterly dividend- p: l; {" C0 x: L H1 B
period beginning on February 25, 2014, and on the 30th day prior to the first. V7 I! k$ O! J# k. g$ ?0 `7 d
day of each subsequent quarterly dividend period (the initial quarterly
- }5 L* |2 o+ j5 E( r' Rdividend period and each subsequent quarterly dividend period is referred to& n' s G/ q. Z( i! s5 d8 c
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
4 a9 g1 }1 J: a2 P( ^! B6 `Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
2 v8 A R# g: w, IPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the2 j1 M/ W& y; `3 |% e9 T( M
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days, _( q( v d* F
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
! V8 ]' ^! {2 S+ @# \1 {+ I6 ddetermined on the 30th day prior to the first day of the applicable Quarterly
- _$ U5 e0 O1 b) QFloating Rate Period.
# r; m# u* |+ T5 ]3 D" BS-5 }+ Z* C. k: o6 \8 ?# ~
If the Board of Directors does not declare a dividend, or any part thereof, on8 G- J6 [) | D) e9 C
the Preferred Shares Series 19 on or before the dividend payment date for a1 W2 s( Q3 _5 j
particular quarter, then the entitlement of the holders of the Preferred
" {( E3 @4 b6 f; G5 h: h: IShares Series 19 to receive such dividend, or to any part thereof, for such5 R# G# j; Z; e% X& y$ y* C
quarter will be forever extinguished.
! \, B. i( _8 x0 D. ZRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
/ X) k) ~: ]. a/ ZSuperintendent and to the provisions described below under the heading! M- _2 q5 w- l0 H* B
‘‘Details of the Offering — Certain Provisions of the Preferred Shares; r; A8 }; t/ R1 \3 Z: q& i
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
3 W! ~' o6 e, Aon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
4 |- G3 f' }1 t) o9 g3 v1 Aor any part of the then outstanding Preferred Shares Series 19, at the Bank’s& A. t8 k% Y+ \+ ^
option without the consent of the holder, by the payment of an amount in2 t6 v/ m4 l: e5 F
cash for each such share so redeemed of (i) $25.00 together with all declared6 e5 I. c- V3 d* e+ \
and unpaid dividends to the date fixed for redemption in the case of
( @7 k( X3 d2 G4 H6 }- predemptions on February 25, 2019 and on February 25 every five years* x/ f" M5 Q! F+ z" I
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to# J" A- R9 m% T: G# L: C6 f) B
the date fixed for redemption in the case of redemptions on any other date5 s; c+ _8 H/ H5 p
on or after February 25, 2014.
\- o$ U, m4 nConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
3 N) u; b ~8 ]2 J D$ _1 ?! f" mShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
: J+ ~- ~* D. _the right, at their option, to convert, on February 25, 2019 and on( ]: i3 _% R$ {0 F+ a, u5 [
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any% r) O/ Q5 m! k, ]2 g o6 ^" A( x
or all of their Preferred Shares Series 19 into an equal number of Preferred" i( X# m% y: ]) G6 P
Shares Series 18 upon giving to the Bank written notice thereof not earlier
! f/ w' H0 H1 S5 Zthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the6 L( E& ]4 _2 B# j& c6 W* K# I
15th day preceding, a Series 19 Conversion Date.$ x v: g. K5 P6 ?
Automatic Conversion If the Bank determines, after having taken into account all shares tendered* _* X7 h% G! o# T7 u4 _+ Z. {
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
5 j" h, ^1 @9 l6 N9 i1 _Series 18, as the case may be, that there would be outstanding on such+ @! R% d3 E, \" H
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
0 H; }/ |5 T3 ]8 [such remaining number of Preferred Shares Series 19 will automatically be
/ p2 R8 Z! x7 yconverted on such Series 19 Conversion Date into an equal number of
- e: [, ?! u1 z) bPreferred Shares Series 18. Additionally, if the Bank determines that, after( S E. p3 W# x+ v$ y
conversion, there would be outstanding on such Series 19 Conversion Date
6 f( ^; m( i h. Aless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
; w3 J" B% a! n- J7 z6 ISeries 19 will be converted into Preferred Shares Series 18.
- H1 ?2 ]* U, o4 Y/ r9 P/ }5 IVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
3 N( e) X7 E WSeries 19 will not be entitled as such to receive notice of, attend, or vote at,* D6 n! a, Z# ?. O* E8 U
any meeting of the shareholders of the Bank unless and until the first time at. p4 M2 ~: i o
which the Board of Directors has not declared the whole dividend on the+ C I }% q8 b: _, I6 L
Preferred Shares Series 19 in any quarter. In that event, subject as( ~" a- ^+ d+ d O
hereinafter provided, the holders of Preferred Shares Series 19 will be
3 m, F% Y' ~3 H% |: S1 zentitled to receive notice of, and to attend, meetings of shareholders at which N3 S+ n; h+ I0 j2 _1 S
directors of the Bank are to be elected and will be entitled to one vote for
6 C3 L+ |1 e3 [% @% m5 Yeach Preferred Share Series 19 held. The voting rights of the holders of the: k6 Q3 O* x4 o
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
. ^0 {3 u/ |4 A0 O* o& Qthe first dividend on the Preferred Shares Series 19 to which the holders are* v4 g! {+ D6 x8 @9 D8 l
entitled thereunder subsequent to the time such voting rights first arose until
8 B, z4 L6 @1 H3 csuch time as the Bank may again fail to declare the whole dividend on the
1 x9 _ T1 Q/ ]8 LPreferred Shares Series 19 in respect of any quarter, in which event such" ^2 z3 w+ H7 J, o
voting rights will become effective again and so on from time to time.& _9 Q) Z4 V* ~: o
S-6) j0 g: l9 N& r' S
Priority: The preferred shares of each series of the Bank will rank on a parity with x( u4 j' u7 W' Z3 N5 w
every other series and are entitled to preference over the common shares of
) X2 r0 W& x; |3 D! Cthe Bank and over any other shares of the Bank ranking junior to the- h4 S, C" J+ G* e: K2 ^8 e
preferred shares with respect to the payment of dividends and upon any7 e% I$ `3 H+ z- L. M' _3 p
distribution of assets in the event of the liquidation, dissolution or( j& e f% i, h1 R- d
winding-up of the Bank.+ y2 B" C! P- V
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under8 K& r4 B4 c j* o/ q; N
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
3 W' E+ f) L# k% {# m G+ ZSeries 18 and Preferred Shares Series 19 will not be required to pay tax on# M! B9 P6 Y- `5 n0 `' N
dividends received on such shares under Part IV.1 of such Act. |
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