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发表于 2008-11-29 16:58
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下面是BMO的:
: ?9 @- H6 ^- w* U! ZSUMMARY OF THE OFFERING0 B( e$ z ~6 j' f. x4 ?; ^
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’’.
* E7 y* h+ _7 d" g, ]: OIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
4 _- ^( i, o9 M6 I& qAmount: $150,000,000 (6,000,000 shares). Z4 M k% K9 ]+ R
Price and Yield: $25.00 per share to yield initially 6.50% per annum.5 X1 m' q, Q4 K" l, J9 k+ l
Principal Characteristics of the Preferred Shares Series 18, O9 O' O. p+ \0 y. l
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed2 i4 ]* v3 F1 m! o
non-cumulative preferential cash dividends, as and when declared by the) U& D, j& p0 Y3 J, Q9 s) ]
Board of Directors, subject to the provisions of the Bank Act, for the initial. y7 ~2 A! i9 R( P* M" _
period commencing on the closing date and ending on and including7 X6 S& t8 u6 g
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
$ n+ E+ ~& r' _* u% c1 Z9 e25th day of February, May, August and November in each year, at a rate6 }% U6 b4 k& d1 |4 b0 y
equal to $0.40625 per share. The initial dividend, if declared, will be payable* d9 s% z* [% d
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
. e; j4 M; j! }date of December 11, 2008.( t/ s# I4 r8 c3 x, q
For each five-year period after the Initial Fixed Rate Period (each, a
9 c! d" e9 k+ e7 E: |# }! B2 C‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares; a# o5 C# P" ^% {% [
Series 18 will be entitled to receive fixed non-cumulative preferential cash
. i2 q9 i3 h2 l' y- R, S5 [dividends, as and when declared by the Board of Directors, subject to the' S0 O, `# {2 `# z
provisions of the Bank Act, payable quarterly on the 25th day of February,
2 F/ ]' s+ Y: l" P8 ]* nMay, August and November in each year, in the amount per share per annum; ^0 v& C/ ~4 e
determined by multiplying the Annual Fixed Dividend Rate applicable to' p3 a1 b3 u; o4 A% ~7 N% @: h1 M
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend( W4 i* v) V" q- x) j& z4 Y- C
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
3 Q0 q; F; q& S8 H$ R6 @$ vBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
6 r8 q$ _+ `9 h* eof such Subsequent Fixed Rate Period and will be equal to the sum of the
9 d! E* F8 C: c* I0 CGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
+ T" ^* T; @/ U2 t$ jplus 3.83%.
9 R2 Z) |) O U" |, @8 U7 Z i9 xIf the Board of Directors does not declare a dividend, or any part thereof, on- s9 f% i' l! o0 @
the Preferred Shares Series 18 on or before the dividend payment date for a
7 u5 W; J+ u9 E1 iparticular quarter, then the entitlement of the holders of the Preferred% m# j+ [# p, ^ S4 R) o. K) T/ B; f
Shares Series 18 to receive such dividend, or to any part thereof, for such9 T ^! D! `$ O9 I) u
quarter will be forever extinguished.
6 E* o1 x0 t4 e( I: t! O9 [; W+ sRedemption: Subject to the provisions of the Bank Act and to the prior consent of the) f1 \8 [* Z* ?; y
Superintendent and to the provisions described below under ‘‘Details of the
9 ^, P. Q. d4 ]: p5 qOffering — Certain Provisions of the Preferred Shares Series 18 as a
# q6 @7 t7 L# U- T! A( jSeries — Restrictions on Dividends and Retirement of Shares’’, on& i% |) {' P) R) X' g( F F
February 25, 2014 and on February 25 every five years thereafter, on not
- v8 ?% V: \/ Smore than 60 nor less than 30 days’ notice, the Bank may redeem all or any: B1 E. ~* s! c* a+ v/ k2 S% P
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
$ i; V- { o: J3 E( Owithout the consent of the holder, by the payment of an amount in cash for
7 l- ]8 |# a# p. U+ |each such share so redeemed of $25.00 together with all declared and unpaid
3 r8 H- z0 t( d1 E# d mdividends to the date fixed for redemption.
& }4 k' U% w. P, Q6 [) MConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
/ m9 ?4 N) U4 g9 h7 B% tShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have# ^, [6 C8 H7 v
the right, at their option, to convert, on February 25, 2014 and on
2 v5 I5 C/ K2 [" TS-43 I; o1 Z+ i# l3 @( [
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
# F, g$ K2 C9 B7 por all of their Preferred Shares Series 18 into an equal number of Preferred
( M7 r+ J5 t, \$ d9 g& B1 W" y- sShares Series 19 upon giving to the Bank notice thereof not earlier than; Y6 f Y* s) F& H
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day* J$ [5 l6 |' N8 b6 m
preceding, a Series 18 Conversion Date.
' D \# I# ^' A- ?; W. wAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
0 j' X+ W+ }6 t& ?3 e1 HProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares: U4 x* C) B+ {/ H
Series 19, as the case may be, that there would be outstanding on such
9 V$ q) p+ l( j* W; l; d1 FSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
% e: C2 {. D: S% rsuch remaining number of Preferred Shares Series 18 will automatically be
2 }& u# j, x4 f% ^9 \! oconverted on such Series 18 Conversion Date into an equal number of" @* n9 [) f. R6 I9 p3 W0 ^
Preferred Shares Series 19. Additionally, if the Bank determines that, after' w; @% w; @% H7 F! T2 E' `
conversion, there would be outstanding on such Series 18 Conversion Date4 i0 k- L$ w: u% z2 S/ y7 {/ G
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
$ V, r0 t* i$ s0 e+ GSeries 18 will be converted into Preferred Shares Series 19.
6 {6 Y; x2 \4 S# nVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
1 J( r2 T: Y* C* F7 L0 Q% a7 T$ W, nSeries 18 will not be entitled as such to receive notice of, attend, or vote at,# |1 Q O w/ s: b6 r2 V
any meeting of the shareholders of the Bank unless and until the first time at
) l7 O7 ~) D& I3 _ x0 T- }0 B6 F# |which the Board of Directors has not declared the whole dividend on the
( D# t/ j* z" g& O8 U9 uPreferred Shares Series 18 in any quarter. In that event, subject as
4 `9 D7 c! ]3 D; V* H! l2 Ihereinafter provided, the holders of Preferred Shares Series 18 will be7 z3 p4 P/ E. R3 ]5 P
entitled to receive notice of, and to attend, meetings of shareholders at which- v: w5 e9 G6 J4 u. \9 \
directors of the Bank are to be elected and will be entitled to one vote for8 N7 C- y7 I6 q0 X" ?7 }/ M6 v% {
each Preferred Share Series 18 held. The voting rights of the holders of the0 w, @ [- |5 z. o$ K/ |0 O
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of) m( b0 ~0 D: I% N/ L5 a8 X
the first dividend on the Preferred Shares Series 18 to which the holders are
* Q1 c/ N/ L' gentitled thereunder subsequent to the time such voting rights first arose until
: |4 n5 ^+ ^+ G6 }, z+ msuch time as the Bank may again fail to declare the whole dividend on the% T* n( R/ o ~) e6 @
Preferred Shares Series 18 in respect of any quarter, in which event such# U: V e7 ?+ S6 Z0 _1 z1 t' R- ^
voting rights will become effective again and so on from time to time.& G! H( N+ J! b7 ~$ |8 _1 q
Principal Characteristics of the Preferred Shares Series 19
" n% z) ?) ?7 A$ JDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
: k, h; s' e/ j8 |floating rate non-cumulative preferential cash dividends, as and when, f, j2 k4 Z) ^/ v! [
declared by the Board of Directors, subject to the provisions of the Bank Act,
; v- A8 [! ?: g+ Npayable quarterly on the 25th day of February, May, August and November$ ~) T; _- \0 _% r4 x
in each year, in the amount per share determined by multiplying the
' d* W6 g: h% H' gapplicable Quarterly Floating Dividend Rate by $25.00., e) m. \8 r5 `' F% f. h
On the 30th day prior to the commencement of the initial quarterly dividend
, s& l ~) _- a$ f" p7 p' ?period beginning on February 25, 2014, and on the 30th day prior to the first& ` E7 W( K0 [& S' Y, ^& y
day of each subsequent quarterly dividend period (the initial quarterly! d5 R$ O' @ C: n& D
dividend period and each subsequent quarterly dividend period is referred to
) a! ?, P; y# Z2 S0 e2 }as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
" a: F% p6 W. B1 s' @8 lQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
$ B) g* {9 a- g+ I7 {% p; cPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
7 C3 ]9 z' x+ S3 G$ s. N! XT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days0 R0 q5 x% k1 `- s b
elapsed in the applicable Quarterly Floating Rate Period divided by 365)7 G! ~# L- T) q0 v C; g
determined on the 30th day prior to the first day of the applicable Quarterly) R7 p4 j5 C% U: p. V; K# j) K$ R
Floating Rate Period., l4 r# j* D& [) r% i/ X* q0 g
S-5
9 J/ B( a! J2 y* I# n; r# iIf the Board of Directors does not declare a dividend, or any part thereof, on
/ A/ v7 \1 `: u+ Wthe Preferred Shares Series 19 on or before the dividend payment date for a- T6 e7 e7 l8 n f8 G0 |% k8 o
particular quarter, then the entitlement of the holders of the Preferred
" d2 m7 `& r4 I$ O0 V" x" c( G6 r2 kShares Series 19 to receive such dividend, or to any part thereof, for such4 z" y! t3 B0 q$ A: h
quarter will be forever extinguished.
7 w7 P, W" N, t7 H$ ?- M9 C- `0 fRedemption: Subject to the provisions of the Bank Act and to the prior consent of the$ \4 B( H% ?3 y8 W8 n" B
Superintendent and to the provisions described below under the heading
4 ~4 C/ m; k0 V; h7 R0 R+ f‘‘Details of the Offering — Certain Provisions of the Preferred Shares( c3 _0 {9 Z; @4 |
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,3 w3 Y8 F/ W: I$ Y6 x
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
9 v/ I2 |8 f, Aor any part of the then outstanding Preferred Shares Series 19, at the Bank’s' O* I1 Q) v) ^' k# h, _# ? |( k1 H
option without the consent of the holder, by the payment of an amount in
8 I) c# W A6 W2 o1 W0 N5 S& t ?cash for each such share so redeemed of (i) $25.00 together with all declared
; a* F8 x6 l, Nand unpaid dividends to the date fixed for redemption in the case of
& V* `$ ^ P0 @1 A j2 D+ Wredemptions on February 25, 2019 and on February 25 every five years4 L" T* i) W7 g3 S
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to8 l, {% c3 I( p' q( u1 Y7 E3 I
the date fixed for redemption in the case of redemptions on any other date( C. D8 }' s! K9 I7 D
on or after February 25, 2014.2 }$ V) w) r9 v$ L$ F" l- K: D
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
- L. i$ E3 R, @: Z" fShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
& [+ {* ], ]6 {& |0 tthe right, at their option, to convert, on February 25, 2019 and on: I) l$ h1 m4 F1 o
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
* e& l, K0 B5 q# `7 g/ w- xor all of their Preferred Shares Series 19 into an equal number of Preferred
8 s# x2 j" h5 s) }) P! \Shares Series 18 upon giving to the Bank written notice thereof not earlier% V9 Z' q0 M4 R) `
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
4 ]( I1 S7 j+ [! Z4 P5 a K2 u15th day preceding, a Series 19 Conversion Date.
7 T0 F7 L+ x, d) s: l: L5 I _$ ZAutomatic Conversion If the Bank determines, after having taken into account all shares tendered* |4 R7 u$ B! D0 X% F
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
6 p& D% w: u( ~& R3 k$ B$ KSeries 18, as the case may be, that there would be outstanding on such( s; p! u& h9 f, A; F8 X
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,! p1 f# e& ?7 I g D) Q" l- [3 p
such remaining number of Preferred Shares Series 19 will automatically be! b# V2 Y5 c+ U7 c" ^
converted on such Series 19 Conversion Date into an equal number of
/ M- z6 h$ A( X- j' t. G3 h |Preferred Shares Series 18. Additionally, if the Bank determines that, after
5 ]1 `0 v6 b/ n2 `, ^& p" econversion, there would be outstanding on such Series 19 Conversion Date
+ b+ {5 M9 O2 \- S5 ?less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares" |1 {3 N3 g5 b( @& @( {! N
Series 19 will be converted into Preferred Shares Series 18.
( s* T# @) |: z$ HVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
5 l8 E" b3 N/ v6 S; j3 QSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
2 D3 i, i* Q' T2 Many meeting of the shareholders of the Bank unless and until the first time at
+ f; Z- m% r+ awhich the Board of Directors has not declared the whole dividend on the
# _$ J3 P7 h( k' g6 o/ w) d) FPreferred Shares Series 19 in any quarter. In that event, subject as# F4 B. r! h$ R9 G9 j( e
hereinafter provided, the holders of Preferred Shares Series 19 will be
! q( v7 X6 N4 ^' S/ D2 Rentitled to receive notice of, and to attend, meetings of shareholders at which. M( l9 M- q) f: r" i$ S- O3 t
directors of the Bank are to be elected and will be entitled to one vote for' x# q7 W6 t ~0 t" ~
each Preferred Share Series 19 held. The voting rights of the holders of the) A3 L+ j8 T5 s9 B
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of8 t# [2 \5 V6 g3 v* j
the first dividend on the Preferred Shares Series 19 to which the holders are5 e2 b+ L) e" [7 ?& ] l1 e/ A3 T! f
entitled thereunder subsequent to the time such voting rights first arose until& d4 Q. S0 Q. Q/ k z: E. X
such time as the Bank may again fail to declare the whole dividend on the' h1 D, Y6 Q5 P
Preferred Shares Series 19 in respect of any quarter, in which event such
: ?* y9 O; S# `0 I' xvoting rights will become effective again and so on from time to time." O7 ?6 i3 {# k
S-61 G5 n, h# @8 h- J* F
Priority: The preferred shares of each series of the Bank will rank on a parity with
) Y X, b! @0 b/ m: u; S5 fevery other series and are entitled to preference over the common shares of: l9 O5 }2 T- z/ |% C& E
the Bank and over any other shares of the Bank ranking junior to the7 u" N; r9 Q7 A( i) e4 j
preferred shares with respect to the payment of dividends and upon any
" e& G+ t9 T% b6 Vdistribution of assets in the event of the liquidation, dissolution or' D: X6 [1 p0 [
winding-up of the Bank.2 C5 e V4 {# k. S/ \1 p3 y: O6 E
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
) w% K" Q& s4 d: q, D* c4 GDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
: p+ z6 q2 H) ~0 L6 j" l8 z" hSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
1 q K) D- @$ } C3 n0 G% Xdividends received on such shares under Part IV.1 of such Act. |
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