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发表于 2008-11-29 16:58
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下面是BMO的:4 s: b) I! t, `7 [
SUMMARY OF THE OFFERING& G. X* l8 V$ a" J$ @: P9 [( |7 z
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’’.8 J; u' P0 O4 R/ E& s
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18., e- i8 A0 S2 ^: a5 o
Amount: $150,000,000 (6,000,000 shares).
% w" u' x: d0 A' T/ B) r* \' _Price and Yield: $25.00 per share to yield initially 6.50% per annum.
! u' _2 G; }- J" G& I! UPrincipal Characteristics of the Preferred Shares Series 18
! b: z5 J3 W) I' h" V' p+ A+ S6 HDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
9 }" w, h C5 h& ?non-cumulative preferential cash dividends, as and when declared by the. E( C, G5 \) Y; W
Board of Directors, subject to the provisions of the Bank Act, for the initial
4 |! |5 U U0 Q, H' {period commencing on the closing date and ending on and including
# F6 M% {. g+ e) eFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
8 v- J, v1 i. W2 Z/ s8 N9 T3 I+ T5 y25th day of February, May, August and November in each year, at a rate
) X% K7 G5 l K% u4 s' ]equal to $0.40625 per share. The initial dividend, if declared, will be payable
; z4 r1 l7 l' SMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
% m6 `4 p" U1 R" [date of December 11, 2008.' U1 G( Y$ m% Q0 c0 u
For each five-year period after the Initial Fixed Rate Period (each, a# r6 [% i5 p/ i, h
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
4 j0 a; `- Y! V0 ^5 n3 i( VSeries 18 will be entitled to receive fixed non-cumulative preferential cash
9 I0 e' h$ |) }! Y! y4 L1 N# u1 jdividends, as and when declared by the Board of Directors, subject to the( `5 X. ?+ V4 ]* p9 _
provisions of the Bank Act, payable quarterly on the 25th day of February,
' g0 ]2 J! t% r7 H- v8 `May, August and November in each year, in the amount per share per annum
2 n' `/ f( h6 O- c1 w2 udetermined by multiplying the Annual Fixed Dividend Rate applicable to
4 S. F% x3 n. F% Q4 E* K& _such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
! i0 Y% R/ ]5 |; ^" \. dRate for the ensuing Subsequent Fixed Rate Period will be determined by the; g7 k$ n0 x0 u
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
4 j8 O3 w) {) r' A7 E! L; f- u) lof such Subsequent Fixed Rate Period and will be equal to the sum of the
/ n3 t9 [/ ^1 L# G+ H X! QGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
& P& ?, u0 e" }5 f6 i6 b( B/ T# U. Iplus 3.83%.
0 X+ r, T# j0 H; f9 b0 SIf the Board of Directors does not declare a dividend, or any part thereof, on) b" c$ y" U" ^# }$ D' W
the Preferred Shares Series 18 on or before the dividend payment date for a
; }$ z0 {# P4 O- Vparticular quarter, then the entitlement of the holders of the Preferred# L5 N( |: _# b- ^( K. _: L
Shares Series 18 to receive such dividend, or to any part thereof, for such3 D; Z# \3 a I' B8 R
quarter will be forever extinguished.1 N: M8 r, c7 o1 I: V6 N
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the a/ |* z0 b% t( _7 Z8 c& T& D
Superintendent and to the provisions described below under ‘‘Details of the
" x3 J$ U1 ~4 `8 r# {Offering — Certain Provisions of the Preferred Shares Series 18 as a% R/ e4 A+ s7 T: g
Series — Restrictions on Dividends and Retirement of Shares’’, on
0 |7 [8 p0 E- y2 rFebruary 25, 2014 and on February 25 every five years thereafter, on not
/ O) o* t9 [( ~' p& u+ C2 |# O3 q2 y7 gmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
- f2 k% O* X# t9 J$ n; Opart of the then outstanding Preferred Shares Series 18, at the Bank’s option9 y% I2 v( o% ~! @$ I0 L, O0 f: G j
without the consent of the holder, by the payment of an amount in cash for
( b3 f7 c2 q5 Z# @: I; neach such share so redeemed of $25.00 together with all declared and unpaid- N" G$ Q, T6 t' g( V( l. ~
dividends to the date fixed for redemption.
# M/ A3 R, T1 ]- S0 m" KConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
% l' m5 I9 p3 B0 x3 G$ J. q DShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have' H. M, M3 m4 ?9 J8 v# @
the right, at their option, to convert, on February 25, 2014 and on
* r* {; N. P) S4 r1 }% QS-4
: v5 D8 A8 R6 f1 A. r; O/ AFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any3 b- D& d2 e; w
or all of their Preferred Shares Series 18 into an equal number of Preferred5 k% d! M1 ]3 N( k) E4 f( M
Shares Series 19 upon giving to the Bank notice thereof not earlier than
& F k) t, N t o2 S2 r; E2 n$ l2 ^30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day! I/ n) q+ @* j" {( v2 D2 L
preceding, a Series 18 Conversion Date.% r, I- v2 V) X4 }
Automatic Conversion If the Bank determines, after having taken into account all shares tendered( J5 Z2 D J v7 z8 w& r
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares% O3 z4 z% J2 Q: F7 U5 E7 v
Series 19, as the case may be, that there would be outstanding on such
# [* Y3 l" ?( A8 X6 j$ sSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
2 t6 O( ^& v& H: Y% Zsuch remaining number of Preferred Shares Series 18 will automatically be
; F% V% N7 w" mconverted on such Series 18 Conversion Date into an equal number of7 A$ J% K H& b0 v
Preferred Shares Series 19. Additionally, if the Bank determines that, after
/ T4 m# ^3 I* c1 D3 gconversion, there would be outstanding on such Series 18 Conversion Date
# \2 E0 G% \# r+ K3 h4 N7 I* cless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
5 y$ l% h8 e+ K( _* tSeries 18 will be converted into Preferred Shares Series 19.
3 K E, O1 o9 B3 ~# ?8 ?4 U/ OVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
9 z X8 N& w' HSeries 18 will not be entitled as such to receive notice of, attend, or vote at,( Q& P. Y. s0 C6 X( r" S G8 ?
any meeting of the shareholders of the Bank unless and until the first time at
6 A+ T" k$ l; S3 Q' c3 Y% Rwhich the Board of Directors has not declared the whole dividend on the
0 ~) o! Z. K+ i5 x( i; S& ^Preferred Shares Series 18 in any quarter. In that event, subject as
4 `1 D, \2 e4 J- ^% y4 s7 g4 hhereinafter provided, the holders of Preferred Shares Series 18 will be* i; }$ |4 }. ]& ?. e4 ~( P$ d
entitled to receive notice of, and to attend, meetings of shareholders at which
" Z1 ~7 u4 O( E9 ddirectors of the Bank are to be elected and will be entitled to one vote for1 G9 C7 L. F" i% h/ U
each Preferred Share Series 18 held. The voting rights of the holders of the# L8 O: U- {+ x* E, x$ `2 n+ F% G3 o
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of1 j3 ^3 F$ r* K8 }2 m7 f
the first dividend on the Preferred Shares Series 18 to which the holders are
) \: Q3 [) u R' D$ _: s9 centitled thereunder subsequent to the time such voting rights first arose until
! K' h+ l9 _" y" r" Q# j; r ~# z5 Psuch time as the Bank may again fail to declare the whole dividend on the( M5 | Q! t( c& p* S
Preferred Shares Series 18 in respect of any quarter, in which event such
# L+ E. I: J9 uvoting rights will become effective again and so on from time to time.
9 @' ^1 g& m* s; e# p' zPrincipal Characteristics of the Preferred Shares Series 19
, H( @; y, U. u, [/ QDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
- L* t; H8 k9 U8 ^: G) r9 g5 Wfloating rate non-cumulative preferential cash dividends, as and when
1 U1 Z0 i8 q# Ndeclared by the Board of Directors, subject to the provisions of the Bank Act,
6 J( ]' r! f1 X+ hpayable quarterly on the 25th day of February, May, August and November
3 W4 A% ?( P7 [3 Y+ ?in each year, in the amount per share determined by multiplying the
4 T/ A: y }! Q8 w+ oapplicable Quarterly Floating Dividend Rate by $25.00.% t7 @3 H1 z0 e4 d) N& j
On the 30th day prior to the commencement of the initial quarterly dividend5 a' s2 b! Y! t, ^. }! M% x
period beginning on February 25, 2014, and on the 30th day prior to the first9 q1 j1 ~# Z( I1 o, }) ~
day of each subsequent quarterly dividend period (the initial quarterly$ A- N/ m d' P3 |& m0 x1 t& S
dividend period and each subsequent quarterly dividend period is referred to, u" w8 F8 K4 e, v
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
/ r4 T* d- B) S' [0 s# W2 V7 YQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
$ Q% }+ Y* a. L6 }Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
. [8 j3 Y9 v# l) p& |* R/ H8 N5 dT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days* ?6 E4 O8 F, Z4 c/ L/ g4 F# y, d/ `) p
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
2 m# e* r- U! t% A+ H( hdetermined on the 30th day prior to the first day of the applicable Quarterly9 \8 k' w% I$ a, G9 Q/ _. D; G
Floating Rate Period.
3 W6 z; i; i) g8 o, w2 j9 nS-5
& W; L2 u1 A& q4 L& N: z, `# rIf the Board of Directors does not declare a dividend, or any part thereof, on! q$ m4 V2 r- A: E% U/ j
the Preferred Shares Series 19 on or before the dividend payment date for a7 e! D$ f& w! r5 D/ i3 \4 P4 z# l
particular quarter, then the entitlement of the holders of the Preferred( P, p) T! U' B7 q4 q, M4 E4 f
Shares Series 19 to receive such dividend, or to any part thereof, for such) I4 B d# t( R
quarter will be forever extinguished., {- I& \8 x) h$ c
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the5 l, c6 W/ { @6 O. D V8 Y# V
Superintendent and to the provisions described below under the heading' e6 T4 \0 J; A: K m. ~) f" x0 l/ s. @
‘‘Details of the Offering — Certain Provisions of the Preferred Shares0 V5 u- P& X& G. [. \8 Q; b. W
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
& V% g2 p5 r: o6 P" s( N/ mon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
# z" R5 {7 y9 Q$ G3 T9 ]7 Ior any part of the then outstanding Preferred Shares Series 19, at the Bank’s
5 [& Z5 ^0 G# Y9 }9 M; Qoption without the consent of the holder, by the payment of an amount in
9 X# W- K8 Y' ucash for each such share so redeemed of (i) $25.00 together with all declared
9 c$ u2 s* J" {8 t4 g/ X/ ~and unpaid dividends to the date fixed for redemption in the case of" ~+ D* f7 i C8 X. o, Q
redemptions on February 25, 2019 and on February 25 every five years
8 C, A; a8 R2 m$ r* ]7 I2 Fthereafter, or (ii) $25.50 together with all declared and unpaid dividends to+ Z" a* |1 r. o5 I# u0 t
the date fixed for redemption in the case of redemptions on any other date
; ?( Y6 s# S% Z8 B/ m2 aon or after February 25, 2014.
% }# `7 k, |2 D; S+ _Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
5 V6 [# x' z: x kShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have/ z% U0 t( ^5 z P0 Z; v6 k* o
the right, at their option, to convert, on February 25, 2019 and on
, |' _0 u9 F1 ^February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
1 d8 w/ R9 P+ K% p, U$ {or all of their Preferred Shares Series 19 into an equal number of Preferred
+ [) _. B. u5 g7 XShares Series 18 upon giving to the Bank written notice thereof not earlier0 D8 _6 }/ z+ G8 F: R
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the: P5 I9 [# c* E+ m) @
15th day preceding, a Series 19 Conversion Date.! r+ f" Z% Q9 [" ^# i1 x2 g1 y' H; ~" i
Automatic Conversion If the Bank determines, after having taken into account all shares tendered* Z( j- f/ I/ _1 k0 ^$ s/ t
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares& q5 D. ?4 L* Z: @
Series 18, as the case may be, that there would be outstanding on such8 L @; c1 h9 K8 Z
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
" d1 d: H# ?* Nsuch remaining number of Preferred Shares Series 19 will automatically be m* X# a$ Z4 N; h+ m! }* x
converted on such Series 19 Conversion Date into an equal number of
! T/ ?5 H# J0 p2 J4 CPreferred Shares Series 18. Additionally, if the Bank determines that, after
{# P/ ~9 g# c6 L6 [conversion, there would be outstanding on such Series 19 Conversion Date6 f4 |7 j2 {2 n+ C7 ~! F5 [" @
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares0 n# w" \5 J! M! C$ I& z `+ Y
Series 19 will be converted into Preferred Shares Series 18.
# |* s4 v, }/ ?8 J. ]# q* `Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares* Y# k" n' j& {) r4 q# R5 W B
Series 19 will not be entitled as such to receive notice of, attend, or vote at,: L! x/ E+ d5 G
any meeting of the shareholders of the Bank unless and until the first time at
1 @% V7 s. R. l4 p# swhich the Board of Directors has not declared the whole dividend on the
- G# i1 F/ {1 | G( H6 J; ZPreferred Shares Series 19 in any quarter. In that event, subject as" c: {* u6 m) i- u& q
hereinafter provided, the holders of Preferred Shares Series 19 will be
; L% q3 W b$ ~+ {0 Xentitled to receive notice of, and to attend, meetings of shareholders at which
# L b1 u: E8 x! A( e) i5 fdirectors of the Bank are to be elected and will be entitled to one vote for4 q H( s: ` @, c! ?; a
each Preferred Share Series 19 held. The voting rights of the holders of the
. M' K6 Q3 D6 r: C& ^Preferred Shares Series 19 will forthwith cease upon payment by the Bank of, J- o" |. o( r$ N, r
the first dividend on the Preferred Shares Series 19 to which the holders are [4 Q1 } u: D& q o) b
entitled thereunder subsequent to the time such voting rights first arose until
& o% i1 b Z' U7 m `1 }6 Ssuch time as the Bank may again fail to declare the whole dividend on the
* K! V7 l+ X0 H D+ n% pPreferred Shares Series 19 in respect of any quarter, in which event such+ b! d8 p! k9 \# ?. n- l( Y
voting rights will become effective again and so on from time to time.$ v5 j I I7 }( I
S-68 y, A. P2 u l" Y2 j
Priority: The preferred shares of each series of the Bank will rank on a parity with
; j) r, n6 O7 H9 ^) U5 revery other series and are entitled to preference over the common shares of. t( n* H, c o3 X
the Bank and over any other shares of the Bank ranking junior to the
9 C; W& H5 ~' @preferred shares with respect to the payment of dividends and upon any
7 k* b, f8 @: E/ X/ V6 G7 kdistribution of assets in the event of the liquidation, dissolution or
$ W p* A' H1 Y! n4 W6 ~; c! Twinding-up of the Bank.
0 c: c& e! u, U$ A1 v! ?" J9 y" TTax on Preferred Share The Bank will elect, in the manner and within the time provided under
, E# I! T3 z0 P ?* kDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares" F1 \. T; m. G" x3 @# \6 m( U! z( W8 f
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
. b% y# f9 g% N/ a2 x5 a( r D' Pdividends received on such shares under Part IV.1 of such Act. |
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