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发表于 2008-11-29 16:58
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下面是BMO的:
4 M0 [0 f% P- x2 Q! D) RSUMMARY OF THE OFFERING
. \4 k1 Z& u; \+ e+ Z2 f VThis 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’’.
$ ^( d k. y6 L6 `" q3 mIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.! h2 J# g( |! z& L
Amount: $150,000,000 (6,000,000 shares).
- U, G4 }% {1 U ]Price and Yield: $25.00 per share to yield initially 6.50% per annum.3 X5 F# r, F& e6 r, c. @* Q
Principal Characteristics of the Preferred Shares Series 18
2 ^, C0 |" V: H0 S/ M2 YDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
0 k) f, j0 ^ }' K2 H9 {non-cumulative preferential cash dividends, as and when declared by the
- `$ P) T5 Q7 J9 m! y6 }7 uBoard of Directors, subject to the provisions of the Bank Act, for the initial) U4 z+ m+ z, J( ?$ C
period commencing on the closing date and ending on and including
6 A8 Y( H5 i* R& _, mFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
4 k+ ^! ~+ L7 v0 G3 N% {6 f1 f25th day of February, May, August and November in each year, at a rate2 u8 U0 j( H" S+ i9 [- c" [ C, m
equal to $0.40625 per share. The initial dividend, if declared, will be payable
; {& ~* N- O3 \+ IMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
" }5 w) ]" J6 z2 u9 }* tdate of December 11, 2008.3 Z/ m% p* L/ `8 o6 L( q" h
For each five-year period after the Initial Fixed Rate Period (each, a/ O1 W) p% `5 f. n
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares% A# k8 H7 \/ j6 D, s
Series 18 will be entitled to receive fixed non-cumulative preferential cash
, E2 n* C2 w a! Udividends, as and when declared by the Board of Directors, subject to the$ n w8 i, I& u3 L
provisions of the Bank Act, payable quarterly on the 25th day of February,5 _( m: G! u2 E3 ^* v
May, August and November in each year, in the amount per share per annum& z0 `" D& k0 F1 z9 O4 {: n+ u! _
determined by multiplying the Annual Fixed Dividend Rate applicable to0 p! \% n. M1 o V' A
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend3 Z& p' y% ^8 j# r
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
6 b B. E; e) CBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day' i. a( c* i& L$ V B3 a8 g
of such Subsequent Fixed Rate Period and will be equal to the sum of the* p0 W: C& P) d" Q& G0 A
Government of Canada Yield on the applicable Fixed Rate Calculation Date
" T- j0 ?% r( ~& \9 A. splus 3.83%.2 E6 u6 G, h- h* h, c9 I$ t
If the Board of Directors does not declare a dividend, or any part thereof, on# g" I4 Q L2 ?2 S' Z9 B
the Preferred Shares Series 18 on or before the dividend payment date for a
9 l8 @) ?$ G1 sparticular quarter, then the entitlement of the holders of the Preferred7 E+ a& P. T! y# K
Shares Series 18 to receive such dividend, or to any part thereof, for such2 `9 d! L2 _2 ^* H. I
quarter will be forever extinguished.
/ T9 m% G9 W2 A7 A9 O6 _Redemption: Subject to the provisions of the Bank Act and to the prior consent of the$ `- L3 m5 Y2 n; C+ I5 E+ k+ E
Superintendent and to the provisions described below under ‘‘Details of the7 E" B* N" {% b. M% K
Offering — Certain Provisions of the Preferred Shares Series 18 as a
8 {+ \) B& Q3 a, E& v0 w2 X) a& K/ `Series — Restrictions on Dividends and Retirement of Shares’’, on5 p) W! q. z! d" |: i
February 25, 2014 and on February 25 every five years thereafter, on not
) l% s0 |! _/ ^- `8 A1 B, @more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
( h/ s8 M& `& d6 \1 Q% c% spart of the then outstanding Preferred Shares Series 18, at the Bank’s option' s+ U4 B! [3 a" c% e0 ?- P
without the consent of the holder, by the payment of an amount in cash for
2 R. v% l. e( Ceach such share so redeemed of $25.00 together with all declared and unpaid
. x( ~( b0 u1 S) I) tdividends to the date fixed for redemption.
3 N. c4 Y; F; B) G% IConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
+ Y7 X8 X# o8 }8 X8 ZShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have) w, K! V1 a1 S1 W5 Q2 k. c
the right, at their option, to convert, on February 25, 2014 and on
, o3 T0 y7 s5 t1 \S-4
7 n* V: ?$ y. X+ aFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any3 o0 p0 W" D6 Q$ o0 o- B4 D6 k
or all of their Preferred Shares Series 18 into an equal number of Preferred
& n3 z5 g: x2 M% V: gShares Series 19 upon giving to the Bank notice thereof not earlier than
0 t- [: L" k3 Z+ q30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day, E* k4 o8 P/ g6 H4 s
preceding, a Series 18 Conversion Date.
k9 X# f) k$ f1 ~8 @* A Q* iAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
' W1 W- ^2 [: t% b R/ d# M& L% CProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
" s& Q# N9 w1 t8 K, D+ e' O) CSeries 19, as the case may be, that there would be outstanding on such
7 H! n, v4 _3 ?; B. i; v+ Y8 [Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,1 d Q# @& x0 _) [
such remaining number of Preferred Shares Series 18 will automatically be$ }9 f& u2 l% B; i1 S( G! w/ y
converted on such Series 18 Conversion Date into an equal number of0 p, ^% ?9 O3 @' i7 I, o3 l2 i
Preferred Shares Series 19. Additionally, if the Bank determines that, after
: ~3 _' s, h3 @+ Nconversion, there would be outstanding on such Series 18 Conversion Date! a6 }7 Q9 R1 ]$ P
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
7 k9 h; ]1 u! V7 XSeries 18 will be converted into Preferred Shares Series 19.
l, v3 z8 l: a1 a; q) TVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
q: F0 n) T6 e8 RSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
p6 H+ G$ B# T" n* S; |3 p4 Bany meeting of the shareholders of the Bank unless and until the first time at* k+ K" |$ b8 S! O) R
which the Board of Directors has not declared the whole dividend on the/ b) R7 O9 ?( F( G$ i
Preferred Shares Series 18 in any quarter. In that event, subject as4 t7 _# c2 Y; |+ s, o S+ ?% D7 o
hereinafter provided, the holders of Preferred Shares Series 18 will be/ d* x* u$ j! q# X1 X/ d9 b
entitled to receive notice of, and to attend, meetings of shareholders at which9 h+ z3 g0 C) G
directors of the Bank are to be elected and will be entitled to one vote for
, R9 h+ \7 @* u3 G9 P7 t1 [& Zeach Preferred Share Series 18 held. The voting rights of the holders of the8 k$ x% } }- r9 z# C3 }; |* N# I
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
( H; x& Y# ` Othe first dividend on the Preferred Shares Series 18 to which the holders are
$ M' ^4 R9 Z3 K3 m9 F0 ^) m& `1 p6 w' Aentitled thereunder subsequent to the time such voting rights first arose until
+ b U# r: x9 Z2 n6 Ysuch time as the Bank may again fail to declare the whole dividend on the
4 z5 ?' F. j( H3 @1 o' e' BPreferred Shares Series 18 in respect of any quarter, in which event such
# ]3 J' D! D& F" g. @& g, Svoting rights will become effective again and so on from time to time.
% A' R% a1 w9 z% k7 bPrincipal Characteristics of the Preferred Shares Series 19
' Y7 ?; D( S: \; Z, [- ^8 fDividends: The holders of the Preferred Shares Series 19 will be entitled to receive, [9 Z) @/ @* N6 g
floating rate non-cumulative preferential cash dividends, as and when4 p. S+ U& N( y5 d
declared by the Board of Directors, subject to the provisions of the Bank Act,0 H5 g4 h! J v* E; \
payable quarterly on the 25th day of February, May, August and November
' Y, `& v% P- @: S- e( Kin each year, in the amount per share determined by multiplying the& v0 g' b! s9 A. K _
applicable Quarterly Floating Dividend Rate by $25.00.: p9 v' s# Z& J6 m/ ?
On the 30th day prior to the commencement of the initial quarterly dividend
; U( m( b4 t* k% dperiod beginning on February 25, 2014, and on the 30th day prior to the first: y: L( `/ z) \2 x5 W* e
day of each subsequent quarterly dividend period (the initial quarterly: L" F1 j, w F. m% c7 c
dividend period and each subsequent quarterly dividend period is referred to* A& {( G8 S; o& q" y4 j J
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the7 r8 R+ r# y1 |! t
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate/ i$ T' d2 p4 n1 M7 S5 C/ N0 C) q
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
) d( P! F2 I+ Q0 QT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days2 @/ H- P) X' i. {
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
7 d+ o9 [5 v" c& c$ `determined on the 30th day prior to the first day of the applicable Quarterly' Q, W% u5 U: {. \1 S# D
Floating Rate Period.9 ?) T i" l" F# ?- f
S-5
5 H/ @* @3 P* k+ eIf the Board of Directors does not declare a dividend, or any part thereof, on6 u+ @3 D" d8 n p/ y
the Preferred Shares Series 19 on or before the dividend payment date for a
0 a6 F6 a* o2 d4 qparticular quarter, then the entitlement of the holders of the Preferred
: i9 w0 h7 C6 _# hShares Series 19 to receive such dividend, or to any part thereof, for such5 |. X y3 F3 ^7 g( Z
quarter will be forever extinguished.
2 F. M0 g: i( S Z4 mRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
/ Q% ?! J0 w9 j; e$ \2 t) mSuperintendent and to the provisions described below under the heading
7 ?2 {' B+ g) J6 q‘‘Details of the Offering — Certain Provisions of the Preferred Shares
! ~+ F; O' b! `* a+ BSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,9 H. k; ?( e+ t! L" b
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
* b2 E Z) H) w5 nor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
d! D9 }( g; a( k7 c" t( }& Hoption without the consent of the holder, by the payment of an amount in# K2 u3 y! \* c+ p$ v8 ?
cash for each such share so redeemed of (i) $25.00 together with all declared
8 Y" S: z% n: ~8 Z+ |and unpaid dividends to the date fixed for redemption in the case of8 {7 Q. c8 k* | F+ t; r
redemptions on February 25, 2019 and on February 25 every five years
8 g$ c; W5 ]. n, s) @' n: m' u: lthereafter, or (ii) $25.50 together with all declared and unpaid dividends to7 _( C. A7 K! x7 |; ?6 C
the date fixed for redemption in the case of redemptions on any other date2 [5 n* Y5 u; N: v3 q
on or after February 25, 2014.: R' }1 f3 E" ~
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic+ j5 e' P% _4 w/ U7 l3 c: }
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
( P# i1 M7 u2 B% n4 r& Vthe right, at their option, to convert, on February 25, 2019 and on
. F3 z' l# T n1 t5 ^February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
$ q% K. g3 h# Q4 ?) `or all of their Preferred Shares Series 19 into an equal number of Preferred: A% B; w6 V/ L
Shares Series 18 upon giving to the Bank written notice thereof not earlier
$ M/ C5 A y% ?6 _than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
. _4 ~! p$ q" l15th day preceding, a Series 19 Conversion Date.
" }" H' _' K, r; b/ `/ RAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
+ ]" d7 X' b4 mProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
5 S: o2 w7 B" ?+ e# I& Z9 x, {4 BSeries 18, as the case may be, that there would be outstanding on such; [6 O* E% F8 `! m4 Z; M
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,9 `0 U, W. q+ Z; Y7 e
such remaining number of Preferred Shares Series 19 will automatically be
5 b( v, V( \+ ~/ m M6 }; C4 pconverted on such Series 19 Conversion Date into an equal number of7 m7 Q3 L2 Q( f+ k7 a( ]2 V5 s
Preferred Shares Series 18. Additionally, if the Bank determines that, after
; c4 E6 L6 d; wconversion, there would be outstanding on such Series 19 Conversion Date) ?/ K3 k4 N# [/ x! U& y
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
$ U, s. q" f+ W% h, l& q6 QSeries 19 will be converted into Preferred Shares Series 18.
3 ^1 q& U; l3 e: a% _, K8 TVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
# e8 A: d4 {; Z/ m7 ]: x q sSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
J# w5 X& H0 p- cany meeting of the shareholders of the Bank unless and until the first time at
; o1 _' a, X) e3 P% \6 Bwhich the Board of Directors has not declared the whole dividend on the
: N6 A8 f6 {! K9 I7 N& m+ MPreferred Shares Series 19 in any quarter. In that event, subject as
: Q. U- w5 _% K* Dhereinafter provided, the holders of Preferred Shares Series 19 will be
! f' B& x' [! y! ]+ ?/ aentitled to receive notice of, and to attend, meetings of shareholders at which
* r& A$ m7 {' q5 p: n: ddirectors of the Bank are to be elected and will be entitled to one vote for
+ o0 E' E8 V) c. ]& ^each Preferred Share Series 19 held. The voting rights of the holders of the6 I: o4 ~+ e0 u* C7 g
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of0 d1 d2 i4 a+ | i* O- i8 q# b* v$ d
the first dividend on the Preferred Shares Series 19 to which the holders are
% N3 Q% c* z' A- s* Rentitled thereunder subsequent to the time such voting rights first arose until
% N! X" |7 @. g2 {/ @such time as the Bank may again fail to declare the whole dividend on the
0 y1 J6 B: k" g/ l- D3 f( tPreferred Shares Series 19 in respect of any quarter, in which event such7 [& M7 ~) Z' H* K& W( C
voting rights will become effective again and so on from time to time.1 l' M; e* t4 P7 m+ y; c
S-6
% N% d, H; G: w1 W' h8 N4 aPriority: The preferred shares of each series of the Bank will rank on a parity with% W- l% P% B: d6 {
every other series and are entitled to preference over the common shares of
6 W/ ~' n% [1 J1 S0 h& d9 Q( Qthe Bank and over any other shares of the Bank ranking junior to the# d7 i8 l7 }) \
preferred shares with respect to the payment of dividends and upon any
) f s8 Q4 _: B- J' b. a0 Adistribution of assets in the event of the liquidation, dissolution or w4 Q; T8 F/ t% Q* g6 L4 M# i
winding-up of the Bank.
o: W( c8 @ l. hTax on Preferred Share The Bank will elect, in the manner and within the time provided under
4 b; x! q# C4 o; a: VDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
2 s" }- `' @! P5 qSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
8 F% I; l- T1 W$ b+ Q# T" E3 B8 jdividends received on such shares under Part IV.1 of such Act. |
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