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发表于 2008-11-29 16:58
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下面是BMO的:7 g6 b% o6 ^; R. x; ]/ B
SUMMARY OF THE OFFERING: A7 @7 B+ d# L N1 @# B4 M
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 r2 o7 O- K0 }$ g7 K; JIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
- m0 {8 F" m9 R( _Amount: $150,000,000 (6,000,000 shares).
3 R- G9 B" [3 {- t. W3 B xPrice and Yield: $25.00 per share to yield initially 6.50% per annum.. a6 l6 V) [7 C) f# |% y7 i0 I7 n
Principal Characteristics of the Preferred Shares Series 18& x% Y& Y9 c8 R1 n* B9 D
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed0 u' D- y: V& r0 o- X/ q2 I$ a
non-cumulative preferential cash dividends, as and when declared by the
' A; H. Z# Y. W7 HBoard of Directors, subject to the provisions of the Bank Act, for the initial: u/ l3 P. c. A* t
period commencing on the closing date and ending on and including4 F4 e# y, _! Z2 b& s0 Y
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the C8 z3 L1 |" f. c* Y; `7 z
25th day of February, May, August and November in each year, at a rate) T5 a" b' ?" F' u6 C
equal to $0.40625 per share. The initial dividend, if declared, will be payable! V& l4 @* r9 t
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
) K& `4 r- y. o" xdate of December 11, 2008.8 x V4 c( N. _( r$ m
For each five-year period after the Initial Fixed Rate Period (each, a
8 T L# m9 ?( a1 F* \1 g0 u‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares% ^, i! z/ Z, I! ?. @
Series 18 will be entitled to receive fixed non-cumulative preferential cash! I' M* {* W+ V+ B
dividends, as and when declared by the Board of Directors, subject to the
, j- r7 l; i. |! tprovisions of the Bank Act, payable quarterly on the 25th day of February,; \, k1 E) Y7 F/ ?- r5 }
May, August and November in each year, in the amount per share per annum
7 ~+ i0 }) A+ R% I! U0 w5 s& K$ hdetermined by multiplying the Annual Fixed Dividend Rate applicable to! y& A8 E ?8 N1 e) c
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
) F4 N) ]* d NRate for the ensuing Subsequent Fixed Rate Period will be determined by the; v. u4 n: A+ C
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day) x0 |* W9 i ?
of such Subsequent Fixed Rate Period and will be equal to the sum of the
2 Z3 V9 i S: Q" ^4 J/ XGovernment of Canada Yield on the applicable Fixed Rate Calculation Date( }/ d1 ^: p: j" v9 \ u1 M$ q
plus 3.83%.6 F4 ~& g$ V& J: t, k/ j
If the Board of Directors does not declare a dividend, or any part thereof, on
) w1 b, S. H/ Y; X, [the Preferred Shares Series 18 on or before the dividend payment date for a
! e: m0 w. X+ H" R0 aparticular quarter, then the entitlement of the holders of the Preferred
; C2 k. H8 i* e" }" p9 M. I4 X0 {6 @Shares Series 18 to receive such dividend, or to any part thereof, for such, z8 B+ i( Q* d1 V0 ]
quarter will be forever extinguished.
& M$ m- P2 P4 LRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
2 ^: m& \+ H+ z- {Superintendent and to the provisions described below under ‘‘Details of the3 w8 {# Q5 Z1 e
Offering — Certain Provisions of the Preferred Shares Series 18 as a( |# l& ?8 q! d2 p( W
Series — Restrictions on Dividends and Retirement of Shares’’, on8 J N+ N0 }+ D
February 25, 2014 and on February 25 every five years thereafter, on not
7 o" Z' B) j! w; Mmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any1 t. B8 v8 R6 O- ]4 a( d
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
8 C) i7 \7 n2 k' w U& U7 {! pwithout the consent of the holder, by the payment of an amount in cash for+ h: p' g5 M/ I: t
each such share so redeemed of $25.00 together with all declared and unpaid0 P- ~% _$ g5 ]
dividends to the date fixed for redemption.3 T7 ]9 j$ a/ R5 i1 q& d7 Q X, `
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic2 [: x( G+ B& s I1 k! b. m
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have" N, h, K2 x- g; e" J/ \
the right, at their option, to convert, on February 25, 2014 and on
# p, Q& D+ M/ p! v% p9 w7 \S-40 ]( n* }+ t! t" }9 _$ G9 L
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any, O' a. z: V' s
or all of their Preferred Shares Series 18 into an equal number of Preferred' s" J$ m0 ]. a. S% B+ Y
Shares Series 19 upon giving to the Bank notice thereof not earlier than9 {: k0 m* R& r3 j% g2 G
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day& }* L3 I- S5 S3 b
preceding, a Series 18 Conversion Date.# m0 i' @/ y* |, \
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
9 }' z2 V( s: @ K0 iProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares, J! S. q+ [( m+ y' \/ x1 O% @$ }
Series 19, as the case may be, that there would be outstanding on such0 q6 e* C1 S0 G
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,% _" p/ J6 C1 u
such remaining number of Preferred Shares Series 18 will automatically be
: `9 } i. e( m# ^converted on such Series 18 Conversion Date into an equal number of! q: H9 J, y( \- w# ?
Preferred Shares Series 19. Additionally, if the Bank determines that, after% e+ s" b: O; i$ [. U2 {( x
conversion, there would be outstanding on such Series 18 Conversion Date/ r' K* x9 C1 C1 ^9 {
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
! }- z+ U `" ]Series 18 will be converted into Preferred Shares Series 19.; j" V% A, d4 {3 q8 Z; K
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares' h8 [+ J: k2 \% [* A# ]
Series 18 will not be entitled as such to receive notice of, attend, or vote at, K5 K5 v' u6 B7 T! _( l
any meeting of the shareholders of the Bank unless and until the first time at
# ]3 p3 E' N$ u# E% | a# h/ ^4 twhich the Board of Directors has not declared the whole dividend on the
* p& }7 {4 X V/ M" {Preferred Shares Series 18 in any quarter. In that event, subject as
8 M/ p6 C/ m* g; }7 vhereinafter provided, the holders of Preferred Shares Series 18 will be
h# z* T( Z* C8 ~entitled to receive notice of, and to attend, meetings of shareholders at which
% ?0 f: S8 K# x o6 T( |! [directors of the Bank are to be elected and will be entitled to one vote for. Z/ _) |# a# I; ^, |# U; n, V
each Preferred Share Series 18 held. The voting rights of the holders of the$ d7 z3 d9 X; p' H6 K" z9 f
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
4 E$ L$ Y, s; [, v' n: S5 f7 kthe first dividend on the Preferred Shares Series 18 to which the holders are) i8 @& `& t# U+ j8 v
entitled thereunder subsequent to the time such voting rights first arose until2 t# g8 B" m! K" f
such time as the Bank may again fail to declare the whole dividend on the/ i+ W* }- T1 K
Preferred Shares Series 18 in respect of any quarter, in which event such
7 U6 J1 T0 E7 J, Bvoting rights will become effective again and so on from time to time.
: o5 I7 N1 |" j% Q3 x% Z0 l3 G. xPrincipal Characteristics of the Preferred Shares Series 19
% I6 G! o1 ^6 ~! rDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
1 m* M1 T4 _7 B: k1 _floating rate non-cumulative preferential cash dividends, as and when
% l; m4 o0 Q7 t! qdeclared by the Board of Directors, subject to the provisions of the Bank Act,
: T2 j, w; q& ? N+ X, M; n$ m! @: apayable quarterly on the 25th day of February, May, August and November
) \/ l4 \+ j) s" E5 Q; p1 T9 ^in each year, in the amount per share determined by multiplying the9 N3 e% {# {& X+ P n$ i9 R+ N
applicable Quarterly Floating Dividend Rate by $25.00.* w3 U- ?( b% F# K4 U: k
On the 30th day prior to the commencement of the initial quarterly dividend
; t7 E4 o7 ?* m' N% R3 rperiod beginning on February 25, 2014, and on the 30th day prior to the first
, Z3 H0 N {$ w& \) Qday of each subsequent quarterly dividend period (the initial quarterly. |; `+ l: K7 ~2 \2 H) m
dividend period and each subsequent quarterly dividend period is referred to( O' H, q5 V9 I {
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
7 h" E' w" V# h8 A8 d- k) v/ \Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate7 T' |) P7 m. R! t
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the, g6 e, ` k% G6 P$ _, `9 w
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days6 d- i3 C% x+ G
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
, e0 D& p# O8 K+ Q% s# @determined on the 30th day prior to the first day of the applicable Quarterly0 G3 \6 ]# I* m8 Q7 o1 z
Floating Rate Period.
) L- x" p( p, i8 i/ m* ~S-5
7 o: V1 G9 U( TIf the Board of Directors does not declare a dividend, or any part thereof, on
. H/ q8 ^) Y$ v# B8 g Lthe Preferred Shares Series 19 on or before the dividend payment date for a
, p3 w. [& P7 X, \( W! vparticular quarter, then the entitlement of the holders of the Preferred
4 u* d- T* q y, hShares Series 19 to receive such dividend, or to any part thereof, for such; B1 a/ d2 L; O% X: O
quarter will be forever extinguished.' c% ]( @" u( \8 z) k; R" y% d
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
9 b$ U% H+ m* L: R8 ]Superintendent and to the provisions described below under the heading7 N& B0 D3 V3 |/ [2 B3 f. X
‘‘Details of the Offering — Certain Provisions of the Preferred Shares' r9 x0 Q& n6 n# h9 J$ [
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,# M g3 ~( F1 R7 i" ]5 d, m* M
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
- d! B) g$ G7 r' a, j1 X4 |, Oor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
" ?% Q) s, I9 [; g3 ?* toption without the consent of the holder, by the payment of an amount in% u I1 C c# Q# ?
cash for each such share so redeemed of (i) $25.00 together with all declared
# p, l d" o. n Dand unpaid dividends to the date fixed for redemption in the case of
; G7 Z4 U, m1 f. Z0 {) _redemptions on February 25, 2019 and on February 25 every five years
' L# ^* E0 B/ A, P4 Fthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
4 P: t- h4 e$ Nthe date fixed for redemption in the case of redemptions on any other date
; j R; H6 _# [on or after February 25, 2014.
\, e9 S: G; V, U# jConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic, Q# R5 M% p6 T1 C0 X6 ~. P
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
* f7 a8 T7 ~$ F1 n7 R$ `) Sthe right, at their option, to convert, on February 25, 2019 and on% R5 O( ]9 }5 Q! i0 }7 m3 ~
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any6 w# g* |7 I( a& Y
or all of their Preferred Shares Series 19 into an equal number of Preferred% k T3 Y, V2 s5 N
Shares Series 18 upon giving to the Bank written notice thereof not earlier/ c# _1 p% }/ t1 h" E
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
2 G0 A) `) p* u! E8 H& x15th day preceding, a Series 19 Conversion Date.0 l4 \' U) z$ K# n7 z" n
Automatic Conversion If the Bank determines, after having taken into account all shares tendered6 o% _. h$ w2 V, W) [* E& N
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
% V' ]7 o1 F+ L0 zSeries 18, as the case may be, that there would be outstanding on such9 C3 b. D& Y- s
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
8 h1 ?% G: m2 x! n2 q8 ~, {0 csuch remaining number of Preferred Shares Series 19 will automatically be
, T i: S0 ~* x+ \0 ^6 \converted on such Series 19 Conversion Date into an equal number of
0 L% W3 @& E% d e3 _Preferred Shares Series 18. Additionally, if the Bank determines that, after: [" N# `' `% o( C! X! i8 s
conversion, there would be outstanding on such Series 19 Conversion Date
% r, a) ]$ @6 Qless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares! i6 V; V! H# z, T5 W
Series 19 will be converted into Preferred Shares Series 18.
7 F3 R3 \* I& KVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
7 p/ R, y/ J. Y. g7 DSeries 19 will not be entitled as such to receive notice of, attend, or vote at,- _* {6 R7 B/ B# Q3 N; M" }
any meeting of the shareholders of the Bank unless and until the first time at* g: f/ R+ m: w) l, Y- ^* S) b+ t
which the Board of Directors has not declared the whole dividend on the [. o7 a: P" ?+ v( f0 d
Preferred Shares Series 19 in any quarter. In that event, subject as
5 O) }6 |. \' T/ l# [! A3 r1 Y, Xhereinafter provided, the holders of Preferred Shares Series 19 will be; O; W# h6 a* L
entitled to receive notice of, and to attend, meetings of shareholders at which
r: q& H' a1 W/ ^# Adirectors of the Bank are to be elected and will be entitled to one vote for9 P. U/ f. z3 U# L4 A
each Preferred Share Series 19 held. The voting rights of the holders of the
1 e" C( H- d$ C$ U! V( hPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
* W, v$ y3 h) j, K. W2 f- othe first dividend on the Preferred Shares Series 19 to which the holders are
6 M" J- ~' C& H8 b9 e z# {4 d' G, zentitled thereunder subsequent to the time such voting rights first arose until" f9 \8 a- N9 K8 G
such time as the Bank may again fail to declare the whole dividend on the
* e' a9 } l2 [ I* i( pPreferred Shares Series 19 in respect of any quarter, in which event such
& H+ B+ f: D% T% Xvoting rights will become effective again and so on from time to time.* Q. p* r1 M% A$ a1 t5 D: H1 c
S-6* ]( [1 N1 ]' ? l6 I! J( d+ H- o
Priority: The preferred shares of each series of the Bank will rank on a parity with; V j. D7 H% Z+ h* M2 Z
every other series and are entitled to preference over the common shares of
# o2 a; J2 n, `& a- u4 ethe Bank and over any other shares of the Bank ranking junior to the
- f6 O7 c, x Q6 a9 @& z5 j+ ~; `# Opreferred shares with respect to the payment of dividends and upon any
! `, b) ^+ F6 {7 g1 v* F7 ddistribution of assets in the event of the liquidation, dissolution or
# E% h [% ~1 Uwinding-up of the Bank.
& @7 G0 B& q- W% r3 K& xTax on Preferred Share The Bank will elect, in the manner and within the time provided under7 n# w- r5 Q& }! o1 O
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares) n& C q/ L& |0 F/ s( s) Q
Series 18 and Preferred Shares Series 19 will not be required to pay tax on3 K5 m2 |" Q1 D/ ?3 C# F$ o
dividends received on such shares under Part IV.1 of such Act. |
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