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发表于 2008-11-29 16:58
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下面是BMO的:+ \0 t( C/ u6 z4 [% B
SUMMARY OF THE OFFERING9 }; q" C4 D% q, j
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’’.
# u: e5 {; X/ T$ L1 W! yIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18., z" S" O! _$ X3 j/ A* J3 B
Amount: $150,000,000 (6,000,000 shares).
$ G( e+ X. R8 S$ e* K( zPrice and Yield: $25.00 per share to yield initially 6.50% per annum.1 p, x' ~& Z% X. v
Principal Characteristics of the Preferred Shares Series 18& c* u+ |/ C" k% R7 o+ O0 x, B
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
0 L |5 ^: W: w' fnon-cumulative preferential cash dividends, as and when declared by the
6 i( a: z# n2 jBoard of Directors, subject to the provisions of the Bank Act, for the initial4 E$ _3 G0 \) f- }9 t3 y h% n
period commencing on the closing date and ending on and including
" Z! a& k- U! t9 m3 t/ |$ ?8 KFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
- P+ w3 w' _7 D/ m! U* t25th day of February, May, August and November in each year, at a rate
" m8 _7 w, y/ R' X; e' Oequal to $0.40625 per share. The initial dividend, if declared, will be payable
& V& ^* D2 n" q4 HMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
1 X+ q: e3 s; {- ^/ x5 qdate of December 11, 2008.% _9 j8 W4 h1 r5 K
For each five-year period after the Initial Fixed Rate Period (each, a
% m6 B( i2 R! ?‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares7 f- H' m& F- b, a
Series 18 will be entitled to receive fixed non-cumulative preferential cash* T& d/ @% n4 _% s5 R# e2 C
dividends, as and when declared by the Board of Directors, subject to the
& R( G5 p" F9 k) Z5 R, [% Sprovisions of the Bank Act, payable quarterly on the 25th day of February,5 U( i$ E1 g6 ~0 F9 r
May, August and November in each year, in the amount per share per annum: r( A' ~$ c5 U+ D9 v
determined by multiplying the Annual Fixed Dividend Rate applicable to
: Y3 E+ H* Z! w# ^' G7 p/ Usuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend0 H" U6 s& }" N3 a- q
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
# W( C/ G y+ |$ n, JBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day& s* o! V9 x3 T; `3 Y4 V
of such Subsequent Fixed Rate Period and will be equal to the sum of the
1 j1 T6 e8 |; E. e1 b" oGovernment of Canada Yield on the applicable Fixed Rate Calculation Date) R+ J* D9 G4 s
plus 3.83%.
# U' a: n! p0 O% G( y# f6 vIf the Board of Directors does not declare a dividend, or any part thereof, on" A8 j2 W3 F$ X" y' Y. L5 f
the Preferred Shares Series 18 on or before the dividend payment date for a; y D, ?& K% P. `6 E4 ^- I
particular quarter, then the entitlement of the holders of the Preferred' g: Z% U M# X& S _
Shares Series 18 to receive such dividend, or to any part thereof, for such
: U [! i" j/ i% K& O( Pquarter will be forever extinguished.0 |: f( H* J( v: c
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the( `' w( Q% V' s) I6 `
Superintendent and to the provisions described below under ‘‘Details of the
# g& I8 l0 R! v! e' Y% `' vOffering — Certain Provisions of the Preferred Shares Series 18 as a
: }+ z% F' T- N! D2 g3 X( eSeries — Restrictions on Dividends and Retirement of Shares’’, on
7 `7 m7 }" C' _: yFebruary 25, 2014 and on February 25 every five years thereafter, on not
9 I. X* X$ e; x6 v5 a' emore than 60 nor less than 30 days’ notice, the Bank may redeem all or any4 l: R6 S3 N# M" Y
part of the then outstanding Preferred Shares Series 18, at the Bank’s option9 t! ^' f/ O& [" B) C. \, }
without the consent of the holder, by the payment of an amount in cash for5 m2 p8 \5 g( n& o$ |5 W0 _
each such share so redeemed of $25.00 together with all declared and unpaid% ~0 B4 l5 @" g9 ]( P5 \- o, n
dividends to the date fixed for redemption.
) r* F7 M' P3 j% T! ~Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic; Y$ U4 H& _! V+ t8 @# C
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
8 k: I& R7 z9 A6 s$ @4 g. N2 p1 J! Mthe right, at their option, to convert, on February 25, 2014 and on
" }9 Y$ s, a/ E' w+ H7 X- ?S-4# ]% {' u. \/ A0 Q) {, c& c
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any' I* }/ z3 w- h! ]$ U# f/ \
or all of their Preferred Shares Series 18 into an equal number of Preferred. j4 Y# \! I) {9 a- O# B+ P
Shares Series 19 upon giving to the Bank notice thereof not earlier than. m T1 L- J( { C
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day& \9 v3 P1 V+ i
preceding, a Series 18 Conversion Date.' \$ w1 x: E( L8 f. R' n. j
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
6 v; z d; X9 y" B3 GProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
" h9 Z& d' r9 ], e- ~$ S/ rSeries 19, as the case may be, that there would be outstanding on such6 \' a9 r8 h( V+ w
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,, @8 T! `6 F, b" Q9 i
such remaining number of Preferred Shares Series 18 will automatically be
" S$ J) P! k; g# O% Aconverted on such Series 18 Conversion Date into an equal number of
* e" e* Z. D2 L: O9 y' `6 m9 ?% |Preferred Shares Series 19. Additionally, if the Bank determines that, after
- T+ {5 i9 A8 ]. b# yconversion, there would be outstanding on such Series 18 Conversion Date$ y* V: K+ S& \
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
) f; j& |2 @# \9 e$ g* ^" H; }Series 18 will be converted into Preferred Shares Series 19.
( s' a \ h. p% UVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares9 i& R% a0 H: d- ?
Series 18 will not be entitled as such to receive notice of, attend, or vote at,. _8 K: h" B; ^1 p1 j
any meeting of the shareholders of the Bank unless and until the first time at
8 V6 O/ w9 P w& _/ X" `which the Board of Directors has not declared the whole dividend on the
5 f% J2 S# |& {9 B4 EPreferred Shares Series 18 in any quarter. In that event, subject as7 W: N+ A3 }- f/ ?; O, e
hereinafter provided, the holders of Preferred Shares Series 18 will be
5 c9 l$ l# {2 Z4 ?* E1 F7 L% N9 mentitled to receive notice of, and to attend, meetings of shareholders at which3 c4 |! [# ^( l/ k/ D h$ N' N2 B
directors of the Bank are to be elected and will be entitled to one vote for
: A" Y8 [7 f9 V) a: keach Preferred Share Series 18 held. The voting rights of the holders of the+ k# [0 o# g ]% y4 _" ^2 w4 e
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of/ [; r- d b8 p0 y! y
the first dividend on the Preferred Shares Series 18 to which the holders are2 [- _! z* K" H/ q$ ~! x" `
entitled thereunder subsequent to the time such voting rights first arose until3 u/ [& s) V0 Q& e' N
such time as the Bank may again fail to declare the whole dividend on the. t1 _+ g! w5 Y- |" ^( U9 l: ]) P5 d
Preferred Shares Series 18 in respect of any quarter, in which event such, S* s& Y/ R% q; v
voting rights will become effective again and so on from time to time.
: ]% Y+ M: _, |9 Z5 ~+ y6 ~Principal Characteristics of the Preferred Shares Series 19
8 Q. F6 |% |6 m9 hDividends: The holders of the Preferred Shares Series 19 will be entitled to receive ]$ I& m7 a" l6 v/ w9 q
floating rate non-cumulative preferential cash dividends, as and when5 s7 `: P2 r; q& }
declared by the Board of Directors, subject to the provisions of the Bank Act,
1 f( y2 x/ `2 @6 N" _payable quarterly on the 25th day of February, May, August and November0 U6 N# f- F! ^% v7 q" Z
in each year, in the amount per share determined by multiplying the
4 C; p5 z8 V5 Lapplicable Quarterly Floating Dividend Rate by $25.00." ?& c7 w2 T- g+ q
On the 30th day prior to the commencement of the initial quarterly dividend0 e( a! x$ ~" o& n2 h. S
period beginning on February 25, 2014, and on the 30th day prior to the first; Z' x8 L) {$ A! [ {& H
day of each subsequent quarterly dividend period (the initial quarterly
3 m3 w8 e- U: B* Z3 b1 odividend period and each subsequent quarterly dividend period is referred to6 i H5 D' _% N5 M" A' h- u; v
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the# k$ f& h! C% _. j' L8 `( x
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
5 \3 o, O( n, A' D% A7 R* J% XPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
2 G' \ {4 j3 @T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
$ @5 _' Y5 t, `3 S) C# E/ B% Felapsed in the applicable Quarterly Floating Rate Period divided by 365)
! ?. @8 M2 {. ]* E' g" J6 Qdetermined on the 30th day prior to the first day of the applicable Quarterly
% ]1 Z& I: g- z4 u7 ^) M" ^Floating Rate Period.
8 Z& b4 d, @' ]4 E* o' aS-5- v- d& N! x5 I, J! m
If the Board of Directors does not declare a dividend, or any part thereof, on1 o, x* a, i7 O% A3 [
the Preferred Shares Series 19 on or before the dividend payment date for a
M, a, B" j T' p* M- f" A* s5 Dparticular quarter, then the entitlement of the holders of the Preferred/ }, d2 `3 u& `0 _$ {1 I
Shares Series 19 to receive such dividend, or to any part thereof, for such
& U/ O7 Y5 B5 r7 W6 e% q" P" b. Pquarter will be forever extinguished. F, Q/ C9 y. b% h2 @
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
- B( x9 W2 M0 B, n) aSuperintendent and to the provisions described below under the heading) L6 Q0 V& b5 ~/ L0 ]: F
‘‘Details of the Offering — Certain Provisions of the Preferred Shares' k& b/ `6 R- T3 V
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,* e3 X4 p# K. s; P0 |4 C' P) f
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
( n& H* e7 @4 Yor any part of the then outstanding Preferred Shares Series 19, at the Bank’s7 c( n6 i- p3 _- v* a
option without the consent of the holder, by the payment of an amount in
x2 J, X: W4 J) b6 H# h% R0 \cash for each such share so redeemed of (i) $25.00 together with all declared
! X5 \- L- m: O4 l9 A! I$ @5 Iand unpaid dividends to the date fixed for redemption in the case of
2 F% p c# Q- w5 {/ [: ~redemptions on February 25, 2019 and on February 25 every five years7 P' e# _6 z3 H# @& H# e1 r) ^
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to7 L1 H$ b) q$ ~5 {
the date fixed for redemption in the case of redemptions on any other date
0 k4 {' C- J5 |# d* Qon or after February 25, 2014.6 }( u' c" D/ g z, I
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic9 |4 Z$ K% Q3 y9 T1 D0 z( M9 ?
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
$ ]5 I2 k: ~. W2 T$ [2 T2 Vthe right, at their option, to convert, on February 25, 2019 and on7 `1 ?3 F; A9 s; E
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
1 V+ W1 D! W/ }! I" For all of their Preferred Shares Series 19 into an equal number of Preferred' C/ z; ]: ~' h5 L' D
Shares Series 18 upon giving to the Bank written notice thereof not earlier
, y0 Z F) H% ?5 t; H5 C$ Y% Xthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
, K$ T' S& Q9 j, P* R5 x1 h) k2 Z15th day preceding, a Series 19 Conversion Date.& {0 w9 R7 }$ w( D
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
* E* W4 C& q) HProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares4 B6 T& {* k6 V" U% ]4 J5 Q" t4 q
Series 18, as the case may be, that there would be outstanding on such' m* q) k' N7 ~) @6 F+ O% I+ l/ G
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
# u$ c# l9 G$ K1 hsuch remaining number of Preferred Shares Series 19 will automatically be. x. @' Q4 i+ k% ?0 Y# x% I
converted on such Series 19 Conversion Date into an equal number of5 H, f9 @" \* g! @9 X, V
Preferred Shares Series 18. Additionally, if the Bank determines that, after
8 ]: G+ t2 j. w+ ~9 ~9 \- Dconversion, there would be outstanding on such Series 19 Conversion Date7 _6 h1 [2 b& H3 V! u' f; \3 x
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares& o g5 {7 v! p- ]) s, z
Series 19 will be converted into Preferred Shares Series 18.
% k# Y: j- K# N! h9 bVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares- v3 q: F) z9 Z' E& }" s
Series 19 will not be entitled as such to receive notice of, attend, or vote at, R# o+ U6 b0 Y! ~+ y
any meeting of the shareholders of the Bank unless and until the first time at4 Z4 K! z8 x3 j6 n/ b o0 a' l) J
which the Board of Directors has not declared the whole dividend on the
* i- b& z7 }( l% p: xPreferred Shares Series 19 in any quarter. In that event, subject as
3 g+ m2 X- M; y- u! Chereinafter provided, the holders of Preferred Shares Series 19 will be
' F1 x4 Z( }1 mentitled to receive notice of, and to attend, meetings of shareholders at which
" D- ^0 m- X4 @& Gdirectors of the Bank are to be elected and will be entitled to one vote for
& Q( }2 U; Z( F$ Qeach Preferred Share Series 19 held. The voting rights of the holders of the
+ f6 u) F3 \$ CPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
! m/ W/ n# C! Zthe first dividend on the Preferred Shares Series 19 to which the holders are) _& z, r9 _" Q9 h
entitled thereunder subsequent to the time such voting rights first arose until! ~ w& i- k) g. q; ~' q4 P o4 t
such time as the Bank may again fail to declare the whole dividend on the
- b; c+ R% F8 B8 v6 p1 V, g: OPreferred Shares Series 19 in respect of any quarter, in which event such
! m) h2 d$ @- avoting rights will become effective again and so on from time to time.
, W9 h1 D9 G) N+ C$ S; }S-6! w8 r- i: c1 T% t
Priority: The preferred shares of each series of the Bank will rank on a parity with) B$ O8 J0 O, }. K1 L8 ^
every other series and are entitled to preference over the common shares of3 ^6 M0 e4 Y& z4 v9 ]7 V5 x# T
the Bank and over any other shares of the Bank ranking junior to the
$ h3 P- e2 b$ w1 J& _! opreferred shares with respect to the payment of dividends and upon any1 I* Q) C6 x3 J4 w5 j
distribution of assets in the event of the liquidation, dissolution or& W) @3 r) K6 ^7 }
winding-up of the Bank.) u5 O) O+ a4 f* [* a
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under$ l- p7 F* H' {) [/ K* J
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares$ V( K, a, @: E( y J
Series 18 and Preferred Shares Series 19 will not be required to pay tax on4 k& s+ F7 r; E
dividends received on such shares under Part IV.1 of such Act. |
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