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发表于 2008-11-29 16:58
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下面是BMO的:
7 ~- K: O& o9 \SUMMARY OF THE OFFERING
$ G0 {* D3 L0 ]$ @/ [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’’.2 {) f" {* I- [7 _0 W: M( k
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
+ \2 T E! c3 K0 I2 A& I8 jAmount: $150,000,000 (6,000,000 shares).
" M# j8 ~4 i! d* N5 B- JPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
& V: n# _% N& P# P+ TPrincipal Characteristics of the Preferred Shares Series 184 i' E5 m' c# r. G0 u: c
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed5 n; n* V8 g' T7 Y7 Y# B3 \1 L
non-cumulative preferential cash dividends, as and when declared by the1 E; ?$ d3 u. H
Board of Directors, subject to the provisions of the Bank Act, for the initial
8 o- Z4 b' W% S1 m6 B# G& Uperiod commencing on the closing date and ending on and including3 P$ t7 R$ E. u( L9 y% t# b
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
" C1 ~/ C8 k/ Y5 g: u7 Q25th day of February, May, August and November in each year, at a rate r& j+ I5 m3 y" C7 z
equal to $0.40625 per share. The initial dividend, if declared, will be payable& z7 g' p/ `8 N. w0 ~4 G& k
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
) ?5 N- `' O. L; M) x* Tdate of December 11, 2008.
' `& c$ I) Z0 ^/ s8 k/ fFor each five-year period after the Initial Fixed Rate Period (each, a3 W3 w- n/ ^$ e7 C$ i% Q' Z
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
) r# C8 ?" h. |" m4 oSeries 18 will be entitled to receive fixed non-cumulative preferential cash1 Q9 L& W8 Z* S& I9 O- Y
dividends, as and when declared by the Board of Directors, subject to the0 u( N, T7 [! L1 E! s
provisions of the Bank Act, payable quarterly on the 25th day of February,
# P! g2 G; l- j' D* h( c3 i, jMay, August and November in each year, in the amount per share per annum
# ?- o0 D2 c. b$ ?% `3 s" U' |% Mdetermined by multiplying the Annual Fixed Dividend Rate applicable to+ t1 d7 d$ T7 B1 F" V5 z
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
}; D+ t( k; f3 @* s qRate for the ensuing Subsequent Fixed Rate Period will be determined by the
9 L' ]+ I" P1 q' W: v- o EBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day4 U6 A$ ?2 A* V# u- s. y" I+ V
of such Subsequent Fixed Rate Period and will be equal to the sum of the
. d, F" L5 J* O, p: SGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
9 L, i! ?, {( E k# K! wplus 3.83%.
4 C$ h# A. ~9 ]2 u2 l; M9 W; LIf the Board of Directors does not declare a dividend, or any part thereof, on# f, B4 j2 `& L" S, p# C" M
the Preferred Shares Series 18 on or before the dividend payment date for a
5 a/ w' F% ]6 N3 \) Zparticular quarter, then the entitlement of the holders of the Preferred
) c' D3 w y2 Q+ oShares Series 18 to receive such dividend, or to any part thereof, for such8 C: l" L2 _+ {- ?0 I
quarter will be forever extinguished.
9 |$ x1 J1 [/ A9 b3 pRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
+ M i S0 k- c# T( m: ^! p# T' NSuperintendent and to the provisions described below under ‘‘Details of the
3 p- g6 i, |. @1 ^0 }. EOffering — Certain Provisions of the Preferred Shares Series 18 as a& U3 U# V# V p( m2 l$ b) \( i
Series — Restrictions on Dividends and Retirement of Shares’’, on- f4 _6 |' s8 s; T$ m/ [/ r
February 25, 2014 and on February 25 every five years thereafter, on not7 i* V$ B, i0 {5 F1 T
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
+ x1 \% ~5 _) y# ?# W5 _part of the then outstanding Preferred Shares Series 18, at the Bank’s option
7 |4 Q1 S- V1 ?. n6 W9 D0 lwithout the consent of the holder, by the payment of an amount in cash for
1 c: B* k4 _- j1 ]$ leach such share so redeemed of $25.00 together with all declared and unpaid; x. I, o3 P+ _4 w. W2 W% r
dividends to the date fixed for redemption.4 Z- Q! o2 w' u
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic+ u% I7 t: @: H
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
: i- J3 y' L' G$ M( q% E6 f Gthe right, at their option, to convert, on February 25, 2014 and on: B. e- \. S9 `' y# A
S-4
5 Y* M7 H0 j! p i( @4 ]; S( n$ pFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any, Z i8 c; f! N$ U9 X$ N+ \
or all of their Preferred Shares Series 18 into an equal number of Preferred
8 x1 U( t: ~9 P5 g% ]: {Shares Series 19 upon giving to the Bank notice thereof not earlier than
6 j8 G( M" U2 d) [, G30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
8 I1 o/ r. K% v5 Y* Z7 Wpreceding, a Series 18 Conversion Date.
1 M( ?; n5 U/ w/ y- P& c6 kAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
9 P2 t" A) b, U; j' @Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares2 ?2 N+ X" C2 p. @
Series 19, as the case may be, that there would be outstanding on such X9 {) M1 T% r, C6 ] Z& F
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,0 a+ b: C2 ]7 {0 e# a) [. `7 |0 }
such remaining number of Preferred Shares Series 18 will automatically be
% A( Y R$ L) K, P; uconverted on such Series 18 Conversion Date into an equal number of0 @) J3 _7 n l" M8 A
Preferred Shares Series 19. Additionally, if the Bank determines that, after
, \7 @( `+ T, k4 h* P# `4 _4 F# X8 \" Zconversion, there would be outstanding on such Series 18 Conversion Date7 c/ t# i7 a/ t7 ]" n8 U
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
, ^ b! A) r+ v1 W: sSeries 18 will be converted into Preferred Shares Series 19.; H; j! E( u: l0 j( b
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares$ k) O- `( {, l8 h1 J
Series 18 will not be entitled as such to receive notice of, attend, or vote at,3 I/ q: D4 j F2 X! a1 z
any meeting of the shareholders of the Bank unless and until the first time at3 l8 m: n. |, v" V3 d
which the Board of Directors has not declared the whole dividend on the; w7 d! ?7 }0 N2 X
Preferred Shares Series 18 in any quarter. In that event, subject as
8 J( }& I6 i) W I1 W2 L' shereinafter provided, the holders of Preferred Shares Series 18 will be. `' v7 T- b! U D3 m0 J
entitled to receive notice of, and to attend, meetings of shareholders at which
4 F* C. W& s8 o4 O$ Ddirectors of the Bank are to be elected and will be entitled to one vote for
+ r7 N3 S' T' ^9 o9 X) [: ^7 \7 Weach Preferred Share Series 18 held. The voting rights of the holders of the$ F9 `3 C9 X8 ^$ [$ |. Q
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
2 i& H; L+ }) t# \% U( m0 p) Zthe first dividend on the Preferred Shares Series 18 to which the holders are; S/ u1 d7 d( F, }
entitled thereunder subsequent to the time such voting rights first arose until
2 w" Q2 [* R9 ~9 U t" z3 y! Psuch time as the Bank may again fail to declare the whole dividend on the& }% q# {) ]' F; V% y% N" h* k
Preferred Shares Series 18 in respect of any quarter, in which event such, r2 C1 a* T5 ]9 L, G+ O$ E
voting rights will become effective again and so on from time to time.
1 C, n7 \* t. c# A, o" q X5 }Principal Characteristics of the Preferred Shares Series 19
( m3 w- b7 h) T# q- ]0 @Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
5 c6 C7 m f# y8 y7 Sfloating rate non-cumulative preferential cash dividends, as and when
+ \( {* s8 _/ B5 f; [1 C v; qdeclared by the Board of Directors, subject to the provisions of the Bank Act,
* G4 t5 v" D6 D3 p# z& S7 ~7 xpayable quarterly on the 25th day of February, May, August and November
5 F! [ `2 V/ j: o {, tin each year, in the amount per share determined by multiplying the
& S/ L" `2 c6 I9 Z$ z) T4 z+ x! rapplicable Quarterly Floating Dividend Rate by $25.00.% l) B8 m) d) N# j% t N1 _3 o
On the 30th day prior to the commencement of the initial quarterly dividend
V1 _* e+ R6 R% ~: |8 G7 t9 `) Uperiod beginning on February 25, 2014, and on the 30th day prior to the first
% c0 a* ]0 w5 Kday of each subsequent quarterly dividend period (the initial quarterly- B6 @/ d/ B- I" k6 K& V
dividend period and each subsequent quarterly dividend period is referred to/ o# e$ ~# J1 ^% d& S5 M6 @# m0 ]
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the+ S3 E2 B# X- _, z0 s$ {
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate7 p @1 O7 n' K7 P
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the: m" F5 o9 k8 |
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days3 k; K+ U! D4 X8 ~
elapsed in the applicable Quarterly Floating Rate Period divided by 365)9 Q1 P% t+ _: j7 E: }
determined on the 30th day prior to the first day of the applicable Quarterly
& ~( L6 M1 h4 D" OFloating Rate Period.
! a$ X5 R: g3 mS-5/ L/ E7 a4 t3 J: E
If the Board of Directors does not declare a dividend, or any part thereof, on
& P! s' ^ L( K+ z% ?+ @the Preferred Shares Series 19 on or before the dividend payment date for a$ w$ {+ \. ^+ o6 o0 _) k
particular quarter, then the entitlement of the holders of the Preferred [( k2 L( L7 i; a C
Shares Series 19 to receive such dividend, or to any part thereof, for such
. Y0 u% K2 P9 Y. T, @) E! \4 pquarter will be forever extinguished.) s$ P* m( d4 N, w- c( X, ^
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
* k. g+ M' V1 g( F* S1 t; DSuperintendent and to the provisions described below under the heading
, ?1 q* E: A! r3 ~‘‘Details of the Offering — Certain Provisions of the Preferred Shares! w- f' r: @, ~. A
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,: H1 F& J. X7 \% J* R1 }5 l
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all: _, }: Y; x5 [: E: \( @1 Z& ]' M
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s4 ^; _' C1 o; v1 a
option without the consent of the holder, by the payment of an amount in
1 { N# D1 X( m8 {+ ^) c# n. Acash for each such share so redeemed of (i) $25.00 together with all declared0 i0 H' c: b5 j$ b h' g o
and unpaid dividends to the date fixed for redemption in the case of9 H/ E& ] z u0 q# X, [
redemptions on February 25, 2019 and on February 25 every five years* I- t: ?% B7 g7 n6 K$ g6 _, \% w
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
+ B1 f' v3 J" f- _the date fixed for redemption in the case of redemptions on any other date
; d3 Z" G* {' O" N: [4 c" Ron or after February 25, 2014.% z B$ L& z& `( C5 y% z3 F
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
; m0 N3 v6 l% q7 s4 t& CShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
1 ], x5 a0 \$ C. y" L6 Kthe right, at their option, to convert, on February 25, 2019 and on/ e+ h2 V4 L- M& B+ o
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
* e: e8 ?; Z- X7 x ^or all of their Preferred Shares Series 19 into an equal number of Preferred+ e" A5 V6 J9 R( g
Shares Series 18 upon giving to the Bank written notice thereof not earlier
! n9 n; a3 g, }) w m' f" mthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
8 o8 ?$ }" Y7 G" b P- z15th day preceding, a Series 19 Conversion Date.
2 C3 q) `, `" b" eAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
+ E3 ]" C6 i) l% x1 ?9 p6 `Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
* S, Q: a( F8 TSeries 18, as the case may be, that there would be outstanding on such
" Z7 q W! w L6 BSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
* Y0 M* ~* q& X0 |& O5 W0 Vsuch remaining number of Preferred Shares Series 19 will automatically be/ w, R, h" X- a0 E1 n" D* F
converted on such Series 19 Conversion Date into an equal number of, g: X n1 W/ a7 t0 x5 K
Preferred Shares Series 18. Additionally, if the Bank determines that, after
3 X" N7 Q' A1 }) `& S1 X% F/ G4 l+ yconversion, there would be outstanding on such Series 19 Conversion Date5 s2 Q- z- [0 u/ f/ Y
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
2 Y$ N7 n ?( N( g$ NSeries 19 will be converted into Preferred Shares Series 18.
4 h S! t2 y. s4 WVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares/ X% L; E& [8 q( T! k
Series 19 will not be entitled as such to receive notice of, attend, or vote at,8 U; i# M1 h, E
any meeting of the shareholders of the Bank unless and until the first time at
# M8 R4 A4 v( P$ O+ O# w0 qwhich the Board of Directors has not declared the whole dividend on the
- v. l2 f# ]8 n0 [+ |: fPreferred Shares Series 19 in any quarter. In that event, subject as
" o( \5 c+ S5 S( |- s( f ohereinafter provided, the holders of Preferred Shares Series 19 will be5 _$ A, |: G S: e
entitled to receive notice of, and to attend, meetings of shareholders at which, R; h6 h2 Q0 Y
directors of the Bank are to be elected and will be entitled to one vote for0 N3 X; u: t* @* |# t1 O1 o4 T
each Preferred Share Series 19 held. The voting rights of the holders of the4 [ {; S6 [% z3 K, u1 f
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
& I! k4 F% I6 E% O* O" ]5 _the first dividend on the Preferred Shares Series 19 to which the holders are
7 c6 C6 C/ u% S: C! Z% Fentitled thereunder subsequent to the time such voting rights first arose until, U& P9 q2 M% @+ e
such time as the Bank may again fail to declare the whole dividend on the6 b/ f5 K; e3 I
Preferred Shares Series 19 in respect of any quarter, in which event such
- b# s* d; y4 z, |; g! Hvoting rights will become effective again and so on from time to time.
3 f8 q U# T+ Y4 R$ U F/ x5 CS-6, f4 w* A' {/ X
Priority: The preferred shares of each series of the Bank will rank on a parity with1 o. [2 {+ {0 @) P
every other series and are entitled to preference over the common shares of2 \, e6 o* H1 \: f+ K3 D
the Bank and over any other shares of the Bank ranking junior to the1 W9 t# H! D1 U
preferred shares with respect to the payment of dividends and upon any
/ q$ U6 \2 t+ `, y# odistribution of assets in the event of the liquidation, dissolution or
' L- v& A+ O5 ~ jwinding-up of the Bank.
, I: f( M" W% U1 t' Q# {/ GTax on Preferred Share The Bank will elect, in the manner and within the time provided under
3 \2 ?4 N: f# b, D u0 g8 j* U5 T) @: ]Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares# ?; Q0 h$ d0 b& w) [
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
$ @6 T! m! ^& B* Adividends received on such shares under Part IV.1 of such Act. |
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