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发表于 2008-11-29 16:58
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下面是BMO的:4 Q( _9 j: K1 c N; n! R
SUMMARY OF THE OFFERING
u) h" E$ _0 P3 i' k. s- c/ oThis 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’’.
1 K: v' n6 z) B2 w6 p9 m' e" h6 ] TIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
4 ^- R% h/ B, v$ C2 V3 \# NAmount: $150,000,000 (6,000,000 shares).
: P; v2 {$ F" b/ t3 z. YPrice and Yield: $25.00 per share to yield initially 6.50% per annum.: s6 W$ t' |, b$ i) B4 ]5 p
Principal Characteristics of the Preferred Shares Series 18
& k5 g/ _9 ]. e1 t5 t1 bDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
+ P: ~+ _8 v/ Z) b" d& E) |non-cumulative preferential cash dividends, as and when declared by the
" w) s! z( y) c% \) v& p% h7 ~Board of Directors, subject to the provisions of the Bank Act, for the initial
! S/ @' I4 _ F3 d8 L% ?3 speriod commencing on the closing date and ending on and including
/ l6 D9 n+ a, {% NFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
; ?1 Z; K% T; p2 L3 u25th day of February, May, August and November in each year, at a rate
6 a+ x1 r k6 p: D$ G# U8 Eequal to $0.40625 per share. The initial dividend, if declared, will be payable. ~7 W) j; g! ~! ~4 k* S9 f& J
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing: B4 Y% [# O! x* F: {& g
date of December 11, 2008.
3 {0 z: X3 }( l- k& _7 O; hFor each five-year period after the Initial Fixed Rate Period (each, a" l. b/ a$ Z3 ^7 k+ H5 s; I
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares2 q/ q, ]4 s" e+ g, y- r
Series 18 will be entitled to receive fixed non-cumulative preferential cash
2 A8 W2 J+ H5 @0 `: U! pdividends, as and when declared by the Board of Directors, subject to the3 b# q5 N+ q5 T7 Q! q, U
provisions of the Bank Act, payable quarterly on the 25th day of February,9 B; o( G3 y: b* j* J
May, August and November in each year, in the amount per share per annum9 v2 O6 X c w6 k1 N, @
determined by multiplying the Annual Fixed Dividend Rate applicable to
# c* j& j* i8 _) d* f* s( ssuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend( m& X( U' ^0 ~# L( y/ l0 T( s
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the5 I- N6 F# d. B) J7 T4 m' O& K
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day0 _) n9 a) x& x$ n0 O
of such Subsequent Fixed Rate Period and will be equal to the sum of the- r! L; ]! H" N$ T( q8 C/ L
Government of Canada Yield on the applicable Fixed Rate Calculation Date1 U" p5 V9 n# v4 b) {7 Z$ O
plus 3.83%.* M, [1 _& T4 k" O
If the Board of Directors does not declare a dividend, or any part thereof, on5 {. z O6 U6 D2 J) |
the Preferred Shares Series 18 on or before the dividend payment date for a/ ]5 U- U w5 G$ W6 g' x
particular quarter, then the entitlement of the holders of the Preferred
+ }" V/ B2 I& ~* {- d+ @6 pShares Series 18 to receive such dividend, or to any part thereof, for such/ u n9 a& A$ H4 ^
quarter will be forever extinguished., O' }3 \- ~) X' V ?* h' b2 }
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
4 D; z1 @' F. p* u9 @+ R% s/ T; M: tSuperintendent and to the provisions described below under ‘‘Details of the+ N. X5 N: I) V
Offering — Certain Provisions of the Preferred Shares Series 18 as a
. y; p+ r2 q; K3 v1 [Series — Restrictions on Dividends and Retirement of Shares’’, on
) A& l% R r/ FFebruary 25, 2014 and on February 25 every five years thereafter, on not2 o$ ~- V% _, Y8 y; Z
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any+ N0 J1 |, {" y8 i9 x( k1 i
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
1 _, j$ L5 P4 w8 w) V7 ~$ g1 Jwithout the consent of the holder, by the payment of an amount in cash for
% b2 l& Y9 ~8 t% c0 j& e: o _" E7 Z: M: Leach such share so redeemed of $25.00 together with all declared and unpaid
" _2 G( H2 ^4 U" |dividends to the date fixed for redemption.# I+ w, k2 f2 [8 d9 K O& I
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic8 y! M; f% x! g4 O% Q
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have3 e, s. ^' B/ s4 t" n3 l' P& W
the right, at their option, to convert, on February 25, 2014 and on
" X8 c* f1 Z! i' m1 Y8 P2 s' ~S-4$ S8 ^! s9 q- e/ M% `7 Y7 x; |
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any# f, O, r, F: ?0 G+ ]3 W1 o
or all of their Preferred Shares Series 18 into an equal number of Preferred) g* k# a/ [5 U' q Q1 L2 M
Shares Series 19 upon giving to the Bank notice thereof not earlier than2 [2 [: N' i$ J+ |- p
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day1 h: y4 }, t) n. m
preceding, a Series 18 Conversion Date.% a5 g* X3 S: g; a
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
! N+ P6 f3 R# m, i! qProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
1 O, ^ X& }- W; v. {9 MSeries 19, as the case may be, that there would be outstanding on such% \4 B( g9 `3 U$ z0 j
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
2 X6 Q$ G1 W& I% H% Y( usuch remaining number of Preferred Shares Series 18 will automatically be+ q6 x" N1 G8 L; g6 Z1 t2 l2 |; C
converted on such Series 18 Conversion Date into an equal number of
* x) a# Q1 Z* t9 s6 {) FPreferred Shares Series 19. Additionally, if the Bank determines that, after" ] e l% f$ I* G5 C, }
conversion, there would be outstanding on such Series 18 Conversion Date
& H, W) c2 [# Z0 I' }6 q% O# Aless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares1 ~% o: {1 L4 y% ^! i
Series 18 will be converted into Preferred Shares Series 19.
# t; c) M9 S' q& qVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
6 n9 K# T1 o0 F1 pSeries 18 will not be entitled as such to receive notice of, attend, or vote at," m. f6 |( r7 x2 Y
any meeting of the shareholders of the Bank unless and until the first time at
0 o B' A5 s+ n3 [& t6 ?8 x fwhich the Board of Directors has not declared the whole dividend on the6 v( a6 l* Y' ?- P% f! N
Preferred Shares Series 18 in any quarter. In that event, subject as
2 v* G8 K/ S/ A+ B" v! R& @& phereinafter provided, the holders of Preferred Shares Series 18 will be
7 S# c- y4 H0 R9 zentitled to receive notice of, and to attend, meetings of shareholders at which
; s. o$ s: U, H$ I1 O9 P+ ydirectors of the Bank are to be elected and will be entitled to one vote for
- }. V, l: r( Z- y+ U: j; t5 ~" y4 ~6 [each Preferred Share Series 18 held. The voting rights of the holders of the
1 L3 M% [; K' Z, m* P; ^( QPreferred Shares Series 18 will forthwith cease upon payment by the Bank of# g- _% r( X1 n! n/ d- @
the first dividend on the Preferred Shares Series 18 to which the holders are
+ S: t& j3 D8 ^6 @. Ventitled thereunder subsequent to the time such voting rights first arose until/ v/ |* M- n- m! B. `+ t2 X" L8 e
such time as the Bank may again fail to declare the whole dividend on the8 N+ S! d4 A0 j, d- q
Preferred Shares Series 18 in respect of any quarter, in which event such
5 l, e* I$ F1 j* O6 {+ e" J% lvoting rights will become effective again and so on from time to time.; M. n8 H7 r* A& @) K
Principal Characteristics of the Preferred Shares Series 19. Q) g( ^& s5 F. ]
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive: k! {* }7 M- G
floating rate non-cumulative preferential cash dividends, as and when
$ P4 e* H* c. o Z9 ^1 fdeclared by the Board of Directors, subject to the provisions of the Bank Act,
8 T. c3 Q3 n0 J/ W- k4 ~payable quarterly on the 25th day of February, May, August and November
# y7 |0 M/ @( B, V# {6 Oin each year, in the amount per share determined by multiplying the& b6 X/ |" L) I9 z% D$ l9 m
applicable Quarterly Floating Dividend Rate by $25.00.
1 U7 i( v9 c6 TOn the 30th day prior to the commencement of the initial quarterly dividend/ z: p! j- ~+ C b: i( H% f/ Y* M
period beginning on February 25, 2014, and on the 30th day prior to the first% o$ B, F5 W# }/ A/ H) t: w1 k& d
day of each subsequent quarterly dividend period (the initial quarterly
2 f* s6 f: }- `4 Y# idividend period and each subsequent quarterly dividend period is referred to* C' q0 s) O. e: W u, o7 r$ ?6 Z
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
. a# }) T1 e! A, |7 n) o% aQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate; z& ^& g( q1 F3 V7 t
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the4 R" U6 ]+ X" L- d" O
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
% w. o3 g7 I* T8 U, ~6 r0 xelapsed in the applicable Quarterly Floating Rate Period divided by 365)! ]* ]: u5 D# Z" o% _9 ^
determined on the 30th day prior to the first day of the applicable Quarterly B1 R3 W% d4 n" U4 U+ J9 F) ]# C
Floating Rate Period.9 X, F# t1 C( n. K5 `) {) F5 c
S-5
; F" d2 ~ x# y# iIf the Board of Directors does not declare a dividend, or any part thereof, on
6 ]1 _% H9 ~: v: y, L# F/ g# hthe Preferred Shares Series 19 on or before the dividend payment date for a
4 g! ~3 a: ]9 a3 r+ R+ bparticular quarter, then the entitlement of the holders of the Preferred: A! W5 ^! a. l: ~- Y; j
Shares Series 19 to receive such dividend, or to any part thereof, for such
7 w9 G0 y3 {& W; b* Squarter will be forever extinguished.
1 g# j9 C- R0 B# b) g: z6 u9 lRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
6 D8 _. E. M1 e& v5 f8 x7 U. RSuperintendent and to the provisions described below under the heading: q3 B; O$ X6 h# i( S4 j! j
‘‘Details of the Offering — Certain Provisions of the Preferred Shares* Q: N7 l) N; @2 M d( e& ~
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,- s$ N) X/ m: u5 K
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
) H- Y ?9 k1 wor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
/ E4 }8 J$ g7 Z/ f; xoption without the consent of the holder, by the payment of an amount in
[ m2 l% g5 f$ g$ e& A& C9 {0 S( zcash for each such share so redeemed of (i) $25.00 together with all declared
+ p' s; K$ l+ F( e |) K9 y# pand unpaid dividends to the date fixed for redemption in the case of# m( z" s5 C: M2 A' m
redemptions on February 25, 2019 and on February 25 every five years- j! B: |9 ^: T/ y& a
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to8 d& a! D* O* b
the date fixed for redemption in the case of redemptions on any other date
! {7 Q$ E* g1 g4 B, Hon or after February 25, 2014.
; s- e6 l1 d8 dConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
E+ V/ i Q) N) I: MShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have) a1 k9 q6 S7 k) X* ~% g
the right, at their option, to convert, on February 25, 2019 and on
e2 H/ B- L0 V! x% {February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any3 y6 V. a T' O4 Z8 n' L& ~" ?/ V
or all of their Preferred Shares Series 19 into an equal number of Preferred! @ b% q3 ^1 O/ X* q% Q: C0 K
Shares Series 18 upon giving to the Bank written notice thereof not earlier0 k7 k# R8 K8 }! u, s
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
& P0 U! n, h" M, H# N15th day preceding, a Series 19 Conversion Date.
1 n/ [% n& [/ L( F4 k1 z* @2 J* O' }Automatic Conversion If the Bank determines, after having taken into account all shares tendered
1 D5 F+ S8 [9 f: m' |4 o' W: mProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares$ R4 ]0 Z1 w3 U0 Z, g
Series 18, as the case may be, that there would be outstanding on such9 U/ ^0 \. h# n% T+ p0 ^
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,9 Y) W; ]! d4 i9 ^, H6 P/ ^
such remaining number of Preferred Shares Series 19 will automatically be1 Z8 g2 ~# S5 ^! Y
converted on such Series 19 Conversion Date into an equal number of. r+ {, O) w& u/ C. K9 w
Preferred Shares Series 18. Additionally, if the Bank determines that, after! D- m0 ?& C2 q3 N
conversion, there would be outstanding on such Series 19 Conversion Date
! Q: m6 Q8 ]( Uless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares$ P2 v% N) L4 A+ V, }- \
Series 19 will be converted into Preferred Shares Series 18.# _. d% v$ x& G, t4 W _) H: ?
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
2 [9 a* n5 f& x# g" qSeries 19 will not be entitled as such to receive notice of, attend, or vote at,6 _5 j& S8 r$ p; w
any meeting of the shareholders of the Bank unless and until the first time at& l2 u5 i" i$ W0 i
which the Board of Directors has not declared the whole dividend on the
$ r L( E8 \. G* }8 gPreferred Shares Series 19 in any quarter. In that event, subject as
. V+ @, Z% K3 c. T+ Qhereinafter provided, the holders of Preferred Shares Series 19 will be% v$ L% D8 ] I
entitled to receive notice of, and to attend, meetings of shareholders at which
3 h7 L- J3 w6 E9 D7 L4 N; k; gdirectors of the Bank are to be elected and will be entitled to one vote for N# j1 J5 [* j: d
each Preferred Share Series 19 held. The voting rights of the holders of the
1 V2 T: }/ L" |( r: @Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
u; ?( T5 \& _$ l4 G* I& s! f/ Wthe first dividend on the Preferred Shares Series 19 to which the holders are
! G3 x% H* y* R% Lentitled thereunder subsequent to the time such voting rights first arose until
) g- b: l; W! csuch time as the Bank may again fail to declare the whole dividend on the8 c: d, C6 C3 d n* F
Preferred Shares Series 19 in respect of any quarter, in which event such
& S- y7 M4 T9 mvoting rights will become effective again and so on from time to time.# f F, c4 t; ~) O" a
S-6% {6 p k$ I# ^+ s
Priority: The preferred shares of each series of the Bank will rank on a parity with' G$ g8 X2 C' Z9 m) [) o
every other series and are entitled to preference over the common shares of
% d0 x9 b; H9 S1 G* Tthe Bank and over any other shares of the Bank ranking junior to the: I, r( ^! { N9 [3 t
preferred shares with respect to the payment of dividends and upon any
" u4 c4 H* k% f B' M1 S2 L5 Y, cdistribution of assets in the event of the liquidation, dissolution or2 w) ?3 S6 J- ~$ b/ X! x
winding-up of the Bank.
0 M- L9 E8 m3 e. HTax on Preferred Share The Bank will elect, in the manner and within the time provided under. @9 X" l- o3 G s. Z
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares0 j9 q* d& c7 f4 r
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
! F5 T5 |: V6 w, c( O/ hdividends received on such shares under Part IV.1 of such Act. |
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