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发表于 2008-11-29 16:58
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下面是BMO的:
' J0 p9 i' `7 V$ tSUMMARY OF THE OFFERING: A& g9 Z# D" A6 j7 P/ F
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’’.$ o& a* |! V; R& X7 Y* Q( I' S
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.. F& o5 v. R: h/ ^( k8 h
Amount: $150,000,000 (6,000,000 shares).
& w% ?8 Q- T2 P) D& cPrice and Yield: $25.00 per share to yield initially 6.50% per annum.3 U% ~9 c" Z% [3 l
Principal Characteristics of the Preferred Shares Series 18" k3 Y: `1 |) V$ I3 f
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed7 |; v) D, x, m8 T: g1 b
non-cumulative preferential cash dividends, as and when declared by the* n6 B" l& x6 j( [- e& T
Board of Directors, subject to the provisions of the Bank Act, for the initial" w6 Z$ \6 y' a2 a: z
period commencing on the closing date and ending on and including, o6 N) A8 F7 X. ?0 e+ D* P' Y1 K5 U& d
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
! U$ {0 f( b6 L25th day of February, May, August and November in each year, at a rate1 _: m/ f4 r R
equal to $0.40625 per share. The initial dividend, if declared, will be payable
8 Y" W* I$ e7 w) a$ aMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing# P6 F- X, q5 a7 b
date of December 11, 2008.
4 l/ ?5 W. Y# o* w2 l( MFor each five-year period after the Initial Fixed Rate Period (each, a
$ x9 j$ G8 f E1 i‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
/ ^7 ?: T& G. \% w$ DSeries 18 will be entitled to receive fixed non-cumulative preferential cash9 v& n. l! x. E) @3 m- C9 z4 F
dividends, as and when declared by the Board of Directors, subject to the
# F4 W2 q8 G& h* I+ zprovisions of the Bank Act, payable quarterly on the 25th day of February,
' V! H% x( L1 S# @5 h, r: IMay, August and November in each year, in the amount per share per annum+ M f- _) c9 E! I: Z
determined by multiplying the Annual Fixed Dividend Rate applicable to( v; Q- [1 O- p( U7 h: k S/ g
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
: {! B+ j( F" h( t! s O& p! bRate for the ensuing Subsequent Fixed Rate Period will be determined by the6 \9 y6 }" Z- V+ u0 _
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day% t' k$ y: }! `$ r, z; A4 _% H6 `3 g
of such Subsequent Fixed Rate Period and will be equal to the sum of the
" o+ J$ V* b3 |5 n) b, TGovernment of Canada Yield on the applicable Fixed Rate Calculation Date0 \ ?3 ~- X0 g9 M: ^ u
plus 3.83%.
1 L( v8 Y8 t/ U$ n! }" GIf the Board of Directors does not declare a dividend, or any part thereof, on, V; ~4 W2 Y/ M% E2 N1 V8 s" ]: n8 z
the Preferred Shares Series 18 on or before the dividend payment date for a b) u* J; k2 F5 f. |1 O9 O3 h+ y' C8 e
particular quarter, then the entitlement of the holders of the Preferred- z7 v u. E( G5 `. E* i
Shares Series 18 to receive such dividend, or to any part thereof, for such
7 a8 |1 d1 }; |2 K) y& c$ m7 K) |quarter will be forever extinguished.
' g- t9 G& F/ ]Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
: t; Q; M0 x6 j% |( zSuperintendent and to the provisions described below under ‘‘Details of the
( s* C8 v% z( [3 @% M, Z( k6 [Offering — Certain Provisions of the Preferred Shares Series 18 as a
/ X' [* d& K, I, I) Z, O' H* O/ MSeries — Restrictions on Dividends and Retirement of Shares’’, on
. Q# J- ~+ @: X5 g$ {: b& TFebruary 25, 2014 and on February 25 every five years thereafter, on not
8 I! ?7 M- s, X5 L$ C, _5 h+ L* ?more than 60 nor less than 30 days’ notice, the Bank may redeem all or any t z8 Z2 F# {2 j7 `' _
part of the then outstanding Preferred Shares Series 18, at the Bank’s option) o/ k/ D1 N+ g, ?8 ~1 f# x, P
without the consent of the holder, by the payment of an amount in cash for
3 o3 t$ k1 a! ~8 K! qeach such share so redeemed of $25.00 together with all declared and unpaid
! W @/ w0 J5 gdividends to the date fixed for redemption.2 z& o6 J/ z* N, R! w& z1 s8 j& i+ [
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic; M' ]- U+ N# L; \/ a
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
% @. u& A+ e, W9 \8 p) q0 Jthe right, at their option, to convert, on February 25, 2014 and on) f) @! s5 l- W0 V) [$ e: G5 m
S-40 u2 T. s1 x* U0 ^6 r: w8 O' }
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
: Q6 v! E: ^0 Jor all of their Preferred Shares Series 18 into an equal number of Preferred. Y( a1 @- e a. V
Shares Series 19 upon giving to the Bank notice thereof not earlier than
3 r: P0 w5 n5 w+ D8 f7 `0 [30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day! Q- Y9 F, Q8 {4 {* l" R. _: I
preceding, a Series 18 Conversion Date.$ D5 s C* d1 y
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
3 J2 `7 k" }2 Y# OProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares4 a- u+ q& R x1 U
Series 19, as the case may be, that there would be outstanding on such' Q* W" N, G7 h
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
$ y/ _6 v# n% B3 A* Bsuch remaining number of Preferred Shares Series 18 will automatically be
+ G: Z& G4 E7 m$ s5 x# x! y1 Aconverted on such Series 18 Conversion Date into an equal number of
A6 y# }8 p, ^- D2 g GPreferred Shares Series 19. Additionally, if the Bank determines that, after
1 d; W5 y3 f5 S, t7 C% @. Q# ]# p+ Wconversion, there would be outstanding on such Series 18 Conversion Date
1 ~3 p8 C3 Q5 x' L7 P0 T1 E8 hless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares! S$ x6 `' o! v m
Series 18 will be converted into Preferred Shares Series 19.
( q/ I9 X# h2 w- K# c( U1 dVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
2 e0 G% Y! t0 l( iSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
. T2 t; o6 r* d2 ^3 f+ A1 Vany meeting of the shareholders of the Bank unless and until the first time at
* s6 q% ]. \( C# Y9 rwhich the Board of Directors has not declared the whole dividend on the# Q) O2 h/ }7 l5 \
Preferred Shares Series 18 in any quarter. In that event, subject as! j7 d, r8 l, X+ `9 [) Q
hereinafter provided, the holders of Preferred Shares Series 18 will be g0 R$ \' C# w( A
entitled to receive notice of, and to attend, meetings of shareholders at which
8 s" A7 R0 u. edirectors of the Bank are to be elected and will be entitled to one vote for
% R$ {* b! G! u! ?9 feach Preferred Share Series 18 held. The voting rights of the holders of the
6 z( J `8 G9 H$ O. C# sPreferred Shares Series 18 will forthwith cease upon payment by the Bank of* j- t8 b* Z% I7 |* a, ^3 _
the first dividend on the Preferred Shares Series 18 to which the holders are" g4 |( {* V* V9 d- @& ]
entitled thereunder subsequent to the time such voting rights first arose until7 v- d- X. w) E) J1 I4 X
such time as the Bank may again fail to declare the whole dividend on the8 O' {* ~) L' K. I6 ]7 m
Preferred Shares Series 18 in respect of any quarter, in which event such
' ~3 L3 E' Y! @! hvoting rights will become effective again and so on from time to time.
" I6 ?9 Q' D* q( F" EPrincipal Characteristics of the Preferred Shares Series 19: `, i+ ], w/ U, e Z* L
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
# o( ?- E# V2 c4 w4 v; tfloating rate non-cumulative preferential cash dividends, as and when
8 S" y$ l) K l7 |declared by the Board of Directors, subject to the provisions of the Bank Act,
9 e6 z1 w! ~5 A" L- O8 r- g1 [payable quarterly on the 25th day of February, May, August and November
* {, I* W# Y9 ?& S9 w, Y3 }in each year, in the amount per share determined by multiplying the
( i. I* J' g! z2 F" ?" vapplicable Quarterly Floating Dividend Rate by $25.00.: _" m' t. F: k2 H8 C0 C% O
On the 30th day prior to the commencement of the initial quarterly dividend
1 {' u( l. C, ?" G- I" N+ ?/ nperiod beginning on February 25, 2014, and on the 30th day prior to the first
2 D0 t( ^, ?' ^day of each subsequent quarterly dividend period (the initial quarterly. ?" O& _1 T8 R3 ~3 B' @
dividend period and each subsequent quarterly dividend period is referred to( E3 d8 \ h5 t% ^! U' w/ S* L
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the4 O" @+ k9 M1 R8 {
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
I! s& m5 r! WPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
9 V+ p5 O, ^- ET-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
1 M8 W) L+ j; r4 x: R) felapsed in the applicable Quarterly Floating Rate Period divided by 365)
+ I7 f8 c. O# p8 ` L |9 Mdetermined on the 30th day prior to the first day of the applicable Quarterly5 N+ \% p- ~5 R* K S. `4 [
Floating Rate Period.; [. |/ B# R, u* K
S-5
. K( z0 a4 |% oIf the Board of Directors does not declare a dividend, or any part thereof, on
8 O; e9 I, h/ _( g9 @& {the Preferred Shares Series 19 on or before the dividend payment date for a
: G S1 b- L, m6 T& ]! ~particular quarter, then the entitlement of the holders of the Preferred+ ^7 X" _+ H, q# Q+ \9 B
Shares Series 19 to receive such dividend, or to any part thereof, for such
0 c3 _3 B4 b# M, s4 Aquarter will be forever extinguished.
$ ]/ J0 G6 `& q7 ~Redemption: Subject to the provisions of the Bank Act and to the prior consent of the( r( d' i; T9 F3 c
Superintendent and to the provisions described below under the heading- v. {: {5 o' Z; \
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
3 M) }) V5 x0 x' x) E" H' ?) OSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,3 k* t- b6 S! b8 k p
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
) U* N1 s5 c. a" Y: X2 G6 T) Q0 P$ eor any part of the then outstanding Preferred Shares Series 19, at the Bank’s F, y2 K* f5 Y8 L$ d
option without the consent of the holder, by the payment of an amount in( Z* A' B- f' p" K
cash for each such share so redeemed of (i) $25.00 together with all declared6 Q# z# v9 g6 L: a; u& d( T8 q
and unpaid dividends to the date fixed for redemption in the case of+ [+ v% ]$ }( t7 [
redemptions on February 25, 2019 and on February 25 every five years% j. P8 @% e+ T W' v
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to/ ~) s. P2 M6 `3 z9 I
the date fixed for redemption in the case of redemptions on any other date. L0 x a p$ M1 w' P; O$ G6 C- K
on or after February 25, 2014.
0 H: y2 t! C1 u% Z- \; {Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic* d& d9 a) j0 W4 o9 w" C
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
4 f" [9 c _6 h" Lthe right, at their option, to convert, on February 25, 2019 and on
# [. Q( Z* I! `4 u' I o: GFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
0 R; A: b8 ], q8 r5 D& p, W* ]or all of their Preferred Shares Series 19 into an equal number of Preferred( g. }1 d# {: w! Q& v4 e5 l
Shares Series 18 upon giving to the Bank written notice thereof not earlier5 D( {% J. W- @' N1 r
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the: ?& q. F) e V s! u
15th day preceding, a Series 19 Conversion Date.+ c5 a: @' k. i9 t7 D
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
7 Y% v& E8 r7 Q1 V. u6 lProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares1 e1 u+ C4 r7 K6 p; }# e
Series 18, as the case may be, that there would be outstanding on such
& g5 \( C, n7 \4 d9 i- FSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,1 O7 p* M5 t3 M1 L3 U
such remaining number of Preferred Shares Series 19 will automatically be
6 F0 F, l/ j/ u8 p# d* ]3 ^converted on such Series 19 Conversion Date into an equal number of# H0 v! R9 p+ ~8 f4 Q0 j
Preferred Shares Series 18. Additionally, if the Bank determines that, after0 I! G j$ @6 P4 q0 ?; ]
conversion, there would be outstanding on such Series 19 Conversion Date
2 [) i, }" e, I) Cless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
, _# t/ L1 V0 ]' r; d% nSeries 19 will be converted into Preferred Shares Series 18.
1 |: A6 [# I. I* W3 w& QVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares) T' ^1 a" t0 {
Series 19 will not be entitled as such to receive notice of, attend, or vote at,) K. T {* u& A9 M
any meeting of the shareholders of the Bank unless and until the first time at* H0 F. }1 G$ V; m' @
which the Board of Directors has not declared the whole dividend on the
+ `9 Q: g, U$ KPreferred Shares Series 19 in any quarter. In that event, subject as
, s. m8 \: s0 G; U7 phereinafter provided, the holders of Preferred Shares Series 19 will be
) p6 m! a4 Z' M8 x3 l; ` zentitled to receive notice of, and to attend, meetings of shareholders at which
5 f5 [) x" {: j5 t% }* P; Xdirectors of the Bank are to be elected and will be entitled to one vote for
c% {/ s0 }5 Weach Preferred Share Series 19 held. The voting rights of the holders of the
, {$ D! {9 r8 ^" N- g. [, V$ i! |Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
' E2 D: v- C2 Q& u. m" nthe first dividend on the Preferred Shares Series 19 to which the holders are
2 @/ U2 G6 k# z3 l# Q2 y! V% Z1 m+ `entitled thereunder subsequent to the time such voting rights first arose until
5 D; X8 q$ s. @" \! }8 N! q3 }1 o# Xsuch time as the Bank may again fail to declare the whole dividend on the
! u: Z8 _4 n/ X! K# GPreferred Shares Series 19 in respect of any quarter, in which event such! `* _2 @8 y5 N. h3 ]2 X% i# M2 ]5 k2 X2 h
voting rights will become effective again and so on from time to time.
0 |7 M& r2 s" k3 F, y$ K' ~# a. CS-65 P7 J5 C+ y* w/ w$ Y# I4 c
Priority: The preferred shares of each series of the Bank will rank on a parity with4 o5 G. I$ n8 ^# P
every other series and are entitled to preference over the common shares of
- k0 I+ u$ W( ~% E' C" _the Bank and over any other shares of the Bank ranking junior to the6 q& U1 ?1 A& I6 W* O3 ?
preferred shares with respect to the payment of dividends and upon any
8 i* k: U$ J2 ]8 c9 Odistribution of assets in the event of the liquidation, dissolution or
/ M+ n+ q" U6 P! P" u$ `, Pwinding-up of the Bank.
+ Q7 n" B: m/ [' W7 ~3 PTax on Preferred Share The Bank will elect, in the manner and within the time provided under& s3 h5 l* b% P$ }% T
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares! A, v0 `4 J9 F2 r1 t
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
8 [* C* H+ t6 t Z% e! i# N* ndividends received on such shares under Part IV.1 of such Act. |
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