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发表于 2008-11-29 16:58
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下面是BMO的:
" m, w0 q$ `4 a' f6 ESUMMARY OF THE OFFERING8 a j. }# S6 c+ A* 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’’.6 I& {3 Z( j) W8 d/ x/ O/ i9 L
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.8 r' l0 v4 U1 m h* [6 M% ^
Amount: $150,000,000 (6,000,000 shares)." H! [9 f, E+ A$ I7 Y
Price and Yield: $25.00 per share to yield initially 6.50% per annum.3 U% ?7 @3 K6 b1 {* p
Principal Characteristics of the Preferred Shares Series 18. l; T* j/ Z i. L6 P: j
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
* Z. K0 |9 J. m9 A5 P! N) Nnon-cumulative preferential cash dividends, as and when declared by the
9 N/ D- o0 Q1 S/ e* OBoard of Directors, subject to the provisions of the Bank Act, for the initial
; u" B' T2 P9 m9 w; q# ?: ?2 wperiod commencing on the closing date and ending on and including
9 I% I( \. `" t* X4 RFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
# c& y, m7 U% Z3 ]$ x25th day of February, May, August and November in each year, at a rate
3 ]% K9 h, X1 i0 m$ l* L8 Fequal to $0.40625 per share. The initial dividend, if declared, will be payable3 N! Q. M4 |# e, D
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
. a0 v( f9 A$ ]0 Cdate of December 11, 2008.
8 D, ]3 B7 ~* @- \2 A6 lFor each five-year period after the Initial Fixed Rate Period (each, a
; {0 n6 v" g2 T9 u5 L7 s‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares& U* |4 U, G3 c$ z6 l
Series 18 will be entitled to receive fixed non-cumulative preferential cash, i- K/ k {; R, C9 A
dividends, as and when declared by the Board of Directors, subject to the
6 [% d' q. s3 L5 ]provisions of the Bank Act, payable quarterly on the 25th day of February,6 u! W$ ?4 l7 {7 i
May, August and November in each year, in the amount per share per annum4 T+ k' w' b8 H3 U& y1 W
determined by multiplying the Annual Fixed Dividend Rate applicable to9 y8 T7 [& \ }/ i5 G
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
% i# Y6 F# T& H+ K, ?Rate for the ensuing Subsequent Fixed Rate Period will be determined by the/ c' o0 C. _4 G7 j4 `
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day+ |7 o) y8 B' z0 _( a( {* @
of such Subsequent Fixed Rate Period and will be equal to the sum of the
. R, J* |; A- s! i$ uGovernment of Canada Yield on the applicable Fixed Rate Calculation Date# [$ Q* I: \1 a* i9 G
plus 3.83%.0 w% D; m6 H8 F: D+ g* ?! m
If the Board of Directors does not declare a dividend, or any part thereof, on
! X: V" E# y9 I8 x4 e9 v2 pthe Preferred Shares Series 18 on or before the dividend payment date for a# L. d& `0 k# z2 M6 j J
particular quarter, then the entitlement of the holders of the Preferred0 f8 b( W$ ~9 s9 q/ E5 d& j y* ^
Shares Series 18 to receive such dividend, or to any part thereof, for such2 O3 ?2 C" V9 y4 n8 C' G, P" V- Q! C
quarter will be forever extinguished.$ P2 f6 A9 R* \) ~& o" |7 [
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
, f, ~! u& ?, i; M" d3 uSuperintendent and to the provisions described below under ‘‘Details of the
8 P& u9 o" Z8 |& s2 K+ ]: v% wOffering — Certain Provisions of the Preferred Shares Series 18 as a
/ E% p: I1 E' v0 s% sSeries — Restrictions on Dividends and Retirement of Shares’’, on
1 w8 t4 J# N# v, \/ k% X3 ?February 25, 2014 and on February 25 every five years thereafter, on not
9 }" O* n4 f/ O' n1 h6 ^0 Ymore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
6 V7 F. B4 U/ S. o; N8 O: \4 Zpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
2 ~: T4 i$ C2 d6 jwithout the consent of the holder, by the payment of an amount in cash for
5 [+ b# @# a! e/ P( o- ]each such share so redeemed of $25.00 together with all declared and unpaid
+ U$ P0 }4 V ?- S9 R6 d5 edividends to the date fixed for redemption.# Z/ @' a& |% [1 ~! T6 P/ d
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic9 C8 _8 d6 T6 p8 U0 k8 O
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
" V# d; L/ d8 h$ _ \the right, at their option, to convert, on February 25, 2014 and on1 n. \. @1 q `0 R9 L
S-49 H% [5 y; g: i
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
) a6 t) W) `0 f/ M7 r. ?or all of their Preferred Shares Series 18 into an equal number of Preferred" K: _% E% B/ [( r/ h! O# d
Shares Series 19 upon giving to the Bank notice thereof not earlier than
" v) q2 G' b6 E$ x) n8 T( y; Z30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day R8 h4 @2 X) |6 u/ K
preceding, a Series 18 Conversion Date.$ z7 j1 l1 v* ?! }) a/ L9 {! [
Automatic Conversion If the Bank determines, after having taken into account all shares tendered% n: H7 s+ Y( N0 {( J7 o5 o
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
' a6 I1 k( N" Z1 H0 @& PSeries 19, as the case may be, that there would be outstanding on such8 `% R; \0 U/ _' b! q) v5 u& t
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
1 p: m6 B+ Q" I7 @such remaining number of Preferred Shares Series 18 will automatically be& K% ~ ~5 n u
converted on such Series 18 Conversion Date into an equal number of ?, }, a: r/ G- |* m8 y1 \) x+ Z3 i
Preferred Shares Series 19. Additionally, if the Bank determines that, after7 n: W& P$ ]4 G! B
conversion, there would be outstanding on such Series 18 Conversion Date H6 _2 u) m5 e) x* X* y- v
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares: V0 s0 z2 j% \& z/ E& \$ i
Series 18 will be converted into Preferred Shares Series 19.' } Z9 T: O f! w7 V/ R4 m. k
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
" t/ E( z0 F v2 t+ p% u6 FSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
. r( _& w; C5 R/ N: a. ~* Y* zany meeting of the shareholders of the Bank unless and until the first time at
" Y- p$ Z' h+ E& U* l8 xwhich the Board of Directors has not declared the whole dividend on the& K2 ]" q' e8 Q$ |$ s- G* c4 l
Preferred Shares Series 18 in any quarter. In that event, subject as8 \- `' V4 p6 Y2 Y# u/ c1 H
hereinafter provided, the holders of Preferred Shares Series 18 will be% B5 y& f. p& r5 [6 ?
entitled to receive notice of, and to attend, meetings of shareholders at which
) G7 t2 G+ I1 ], u5 z. Wdirectors of the Bank are to be elected and will be entitled to one vote for, H$ T; I% a9 q" d
each Preferred Share Series 18 held. The voting rights of the holders of the
% [' ]/ [' o X7 n' Q9 MPreferred Shares Series 18 will forthwith cease upon payment by the Bank of& i! A. H$ ^# e; b9 @" p2 k7 S' d
the first dividend on the Preferred Shares Series 18 to which the holders are
' M2 @+ h! {& G3 K, `entitled thereunder subsequent to the time such voting rights first arose until
9 k. | v/ R" Z8 ]such time as the Bank may again fail to declare the whole dividend on the5 ^; ]% w S3 [$ K+ L
Preferred Shares Series 18 in respect of any quarter, in which event such
q% b7 d& W; m9 e( b/ T3 @7 N6 |voting rights will become effective again and so on from time to time., s$ p8 t) `, P9 G5 ?' N
Principal Characteristics of the Preferred Shares Series 19; s O7 f, H! k1 D
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive5 S5 m) G' n+ }7 F2 \5 x
floating rate non-cumulative preferential cash dividends, as and when9 {* e$ q7 j' s* l
declared by the Board of Directors, subject to the provisions of the Bank Act,
: }1 x) Y5 F4 W( fpayable quarterly on the 25th day of February, May, August and November- r! ?' g$ C8 c! `
in each year, in the amount per share determined by multiplying the
% E/ ~. F( {; _% happlicable Quarterly Floating Dividend Rate by $25.00.% h" k( F- G) l, Y
On the 30th day prior to the commencement of the initial quarterly dividend
@& ^: t9 { x/ l5 G* Qperiod beginning on February 25, 2014, and on the 30th day prior to the first1 S/ e+ D: c( ~3 t
day of each subsequent quarterly dividend period (the initial quarterly1 `& c: d8 X/ {
dividend period and each subsequent quarterly dividend period is referred to
' h' {7 ]& M: j4 eas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
$ S2 R( C1 T( Q) `% lQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate( V. F( ~2 p: M
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the8 s8 l) M5 l' E N, H
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days7 b: h- |, Y( ^% ?
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
6 f( y) M2 y) Ddetermined on the 30th day prior to the first day of the applicable Quarterly6 K) a9 l, B4 g: A# c& `1 M: r* a
Floating Rate Period.: D; K/ x- V. `, d5 H5 V5 d
S-5! ]- Y2 A( j- V, I" [0 x {7 X8 F
If the Board of Directors does not declare a dividend, or any part thereof, on
F, h3 f' O/ e3 T; ~+ N1 Lthe Preferred Shares Series 19 on or before the dividend payment date for a& ]3 M, Z1 {0 y t P( z
particular quarter, then the entitlement of the holders of the Preferred* N! f7 [# @) e% D) D2 m! m: J" _1 n
Shares Series 19 to receive such dividend, or to any part thereof, for such9 I$ s2 E+ {, o- q' ~
quarter will be forever extinguished.5 [* [3 p+ B5 d
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
" b) m" n# w! c7 ^Superintendent and to the provisions described below under the heading6 A$ y( T) I: n+ i
‘‘Details of the Offering — Certain Provisions of the Preferred Shares8 t0 r% x" a0 ]% G
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
# l V$ R3 P* {4 e, Kon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
/ Q; t$ Q9 } D9 v, W, nor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
{+ v2 N$ L$ y( z6 zoption without the consent of the holder, by the payment of an amount in
1 Z- F) P5 e6 L1 M% s' ocash for each such share so redeemed of (i) $25.00 together with all declared
. w: u5 w" h2 _7 I+ ]! e! M* wand unpaid dividends to the date fixed for redemption in the case of
( q3 H" \7 A# Z. ]redemptions on February 25, 2019 and on February 25 every five years. N4 I4 L* ^9 y$ I5 c/ l6 y# w
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to6 O( Y* M' p% L0 B' { \4 c; I. G
the date fixed for redemption in the case of redemptions on any other date! L8 ^/ v s8 _& S1 @
on or after February 25, 2014.% L& I+ a/ c4 K+ @+ d
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
' Q' f% P" M8 D% WShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have+ A- e1 z( r4 g' O, A
the right, at their option, to convert, on February 25, 2019 and on( J4 v) X% I" k) T2 O6 r+ c
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
4 B. Z, E) q2 X: S+ O, Por all of their Preferred Shares Series 19 into an equal number of Preferred
1 y9 ]1 I6 V/ D9 j+ {+ `Shares Series 18 upon giving to the Bank written notice thereof not earlier
# m" I0 Z: ^, s& Othan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
+ [- b/ Y, d/ |0 K15th day preceding, a Series 19 Conversion Date./ n$ O# `/ s* T+ e" v& \0 u% q+ B
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
& g) X3 V" H! F% N9 hProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
; o' T3 Q% r1 O; K+ o" ]& P! PSeries 18, as the case may be, that there would be outstanding on such. i* N/ B+ w) W& ~9 x) A1 X
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
1 _# F; R% z. ^- P/ L: ysuch remaining number of Preferred Shares Series 19 will automatically be* } U& I* v( l
converted on such Series 19 Conversion Date into an equal number of
6 d% }8 ]/ h% X( K7 ~7 sPreferred Shares Series 18. Additionally, if the Bank determines that, after: ~% ~' x4 b& x" i
conversion, there would be outstanding on such Series 19 Conversion Date
' u9 i! W7 B7 B& |less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
5 |- Q8 D; [/ u6 uSeries 19 will be converted into Preferred Shares Series 18.* ^, w3 I! s7 ^
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
; D" I# ], c' F: l4 Q+ ~1 N2 MSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
# y* w/ t v$ e! n+ q% Qany meeting of the shareholders of the Bank unless and until the first time at, _! w1 I; ?0 {2 Y( l& |
which the Board of Directors has not declared the whole dividend on the
" p8 ?( B* W5 V, L7 E! LPreferred Shares Series 19 in any quarter. In that event, subject as
5 j a2 n. x3 S- {0 mhereinafter provided, the holders of Preferred Shares Series 19 will be
7 F% {5 W5 U8 H) a6 w! aentitled to receive notice of, and to attend, meetings of shareholders at which
/ B9 V5 d0 N" r9 h/ V, {directors of the Bank are to be elected and will be entitled to one vote for
) @# X# D. ^) i9 ~' `8 Weach Preferred Share Series 19 held. The voting rights of the holders of the: l0 |2 }+ x9 R# s h
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
* z+ \! b& U' U: h1 u9 _/ {the first dividend on the Preferred Shares Series 19 to which the holders are) k# T( [8 I- |1 r
entitled thereunder subsequent to the time such voting rights first arose until6 U" N/ q' Z# O/ E$ b" c( C! t2 Y" a
such time as the Bank may again fail to declare the whole dividend on the
0 I2 H+ } O; O* x: Q% o9 wPreferred Shares Series 19 in respect of any quarter, in which event such( v3 R9 ?$ ^3 `1 {. X- L2 o
voting rights will become effective again and so on from time to time.$ m! X" T- J! g0 j4 W' t
S-6$ n0 k6 |- [, S7 z( h
Priority: The preferred shares of each series of the Bank will rank on a parity with
* v% t c; X, ], y. wevery other series and are entitled to preference over the common shares of
) J% w: {0 x: P2 z" V9 jthe Bank and over any other shares of the Bank ranking junior to the
, O- d3 X/ `2 ^; y ?+ ^preferred shares with respect to the payment of dividends and upon any
. j" h1 T' g' z4 S& i9 udistribution of assets in the event of the liquidation, dissolution or& G7 l) A1 I" C
winding-up of the Bank.) X) N- W. j8 p# `9 j8 W
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under: F0 v5 m7 X) m4 f4 {
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
2 M0 a8 _. y" P- v5 d4 ySeries 18 and Preferred Shares Series 19 will not be required to pay tax on4 p" x3 z3 ^8 l( y; h
dividends received on such shares under Part IV.1 of such Act. |
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