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发表于 2008-11-29 16:58
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下面是BMO的:* K( d( A* I# y' [' Q/ Z' Q
SUMMARY OF THE OFFERING, o0 f7 S( ~# [& T6 y
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’’.
! u; M, {4 K+ _! Z' Q% P# \Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.) ^) b, U; I9 v5 m0 b) s
Amount: $150,000,000 (6,000,000 shares).
/ e: b- Z" U& p% _Price and Yield: $25.00 per share to yield initially 6.50% per annum.# T4 M1 [. y& b8 Y7 V& |
Principal Characteristics of the Preferred Shares Series 186 X: K/ i5 p. H' i/ C! W" Z
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed* u4 l: l8 T& Q( u% p
non-cumulative preferential cash dividends, as and when declared by the
+ z; q/ a2 N/ ^* i9 D. t& f' d3 HBoard of Directors, subject to the provisions of the Bank Act, for the initial
6 Y( _' M5 W9 X1 hperiod commencing on the closing date and ending on and including
3 Q" _0 J; ?' C) jFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the) B# b/ ~/ h: Z2 M0 n- f0 p
25th day of February, May, August and November in each year, at a rate: B" X; e" R" l% ` W' Z( \+ u
equal to $0.40625 per share. The initial dividend, if declared, will be payable
. p* Z2 e' W3 s8 w( nMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
7 j+ Q7 Z+ b( O2 pdate of December 11, 2008.. b$ v2 O' I( f7 F
For each five-year period after the Initial Fixed Rate Period (each, a* \+ D# i4 }3 v. C1 U2 s+ c
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
6 O j3 b; O; WSeries 18 will be entitled to receive fixed non-cumulative preferential cash# ~$ ` Y( ]9 G& J; ]4 |2 r
dividends, as and when declared by the Board of Directors, subject to the
2 H3 \8 q, A! M) M0 fprovisions of the Bank Act, payable quarterly on the 25th day of February,
# Z* T( ]2 y2 f* b0 Z! A- t4 ?' ?May, August and November in each year, in the amount per share per annum
6 f- M" z+ E* N5 j9 I7 ]determined by multiplying the Annual Fixed Dividend Rate applicable to
2 u4 U8 Z2 Z4 b* u9 \8 x% Q. X) dsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
]$ p5 [0 T4 h2 {% n% q- bRate for the ensuing Subsequent Fixed Rate Period will be determined by the
~' m0 X6 r" e. N5 P5 tBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
5 r" L2 J) b' C' @! ^of such Subsequent Fixed Rate Period and will be equal to the sum of the/ D* M `. i! g- x
Government of Canada Yield on the applicable Fixed Rate Calculation Date6 D+ x" b& Q7 z w2 _0 M% i
plus 3.83%.
8 p1 r3 V4 ~, Z1 U2 Y' j, zIf the Board of Directors does not declare a dividend, or any part thereof, on/ \& H, ~# R* P. k7 I2 f; \5 b+ N
the Preferred Shares Series 18 on or before the dividend payment date for a$ l, F+ L3 f6 ?* e1 }8 z3 W/ \
particular quarter, then the entitlement of the holders of the Preferred
& ^- m }9 Y( ?9 N0 FShares Series 18 to receive such dividend, or to any part thereof, for such" U. F1 V; R' h8 s; @# P
quarter will be forever extinguished./ R9 ?$ V9 L3 w) s, q0 ~
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
3 C9 K, q* Z' m# l/ `Superintendent and to the provisions described below under ‘‘Details of the
! `3 S6 |2 o; g8 L' JOffering — Certain Provisions of the Preferred Shares Series 18 as a0 O* m. L' }8 m" n
Series — Restrictions on Dividends and Retirement of Shares’’, on* p( u7 a8 X/ D2 k
February 25, 2014 and on February 25 every five years thereafter, on not8 y+ c8 e& m, y( L0 Z
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any2 f* E1 v5 B4 M5 X, F9 N
part of the then outstanding Preferred Shares Series 18, at the Bank’s option& s* K) t+ b! V
without the consent of the holder, by the payment of an amount in cash for
/ l7 V; `( C. D9 w7 X$ Z# J( {each such share so redeemed of $25.00 together with all declared and unpaid
+ j1 p* Y. `. C5 E6 ~dividends to the date fixed for redemption.% {' x4 l* i4 P# {' x0 S
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic7 e1 J1 p3 e0 o7 C# ^9 ?
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
, @: R- O6 c- a1 N( X8 Othe right, at their option, to convert, on February 25, 2014 and on
1 }3 o) D$ h" o# w& I$ @S-4
5 c4 G. M# |- h! _+ ]February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
3 ]+ I: b# r9 por all of their Preferred Shares Series 18 into an equal number of Preferred7 ]0 H6 L8 |) l/ }; Z# a& x
Shares Series 19 upon giving to the Bank notice thereof not earlier than
5 q( P J7 o& s* ?0 v30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
* g5 I, P5 Q8 F gpreceding, a Series 18 Conversion Date.
: N# r7 b5 z8 q |' \Automatic Conversion If the Bank determines, after having taken into account all shares tendered: P$ F. q4 z% ~7 v) j% f
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares0 X7 Q. i, |0 `( y/ _
Series 19, as the case may be, that there would be outstanding on such0 l6 m8 x- U" b* r6 @1 n3 f1 R
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,9 p% b$ w, g8 ~7 p
such remaining number of Preferred Shares Series 18 will automatically be
6 u/ c( F$ ~3 S# Tconverted on such Series 18 Conversion Date into an equal number of2 K, X( {) {1 z3 b; e- P
Preferred Shares Series 19. Additionally, if the Bank determines that, after
- j# I( M6 ]: {( n: aconversion, there would be outstanding on such Series 18 Conversion Date
2 L) M; z( l2 K" d/ G6 {- ]' z1 Y) hless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares: b4 [4 e: ?6 u- @1 S
Series 18 will be converted into Preferred Shares Series 19.
) [) E4 z* W9 A, \Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares# t$ p! m0 q, M0 Y
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
2 O6 w8 Z0 o* Wany meeting of the shareholders of the Bank unless and until the first time at9 H' }' q+ N! z: m( x; u
which the Board of Directors has not declared the whole dividend on the
' Y8 [) h2 j, g- H8 N9 E7 vPreferred Shares Series 18 in any quarter. In that event, subject as
0 }$ e. ~5 C& k( M: }hereinafter provided, the holders of Preferred Shares Series 18 will be" ]8 i& v3 R) x, O
entitled to receive notice of, and to attend, meetings of shareholders at which4 ]/ M% l8 b4 H: U5 X- \2 z
directors of the Bank are to be elected and will be entitled to one vote for
; ?1 }2 Y, J# K' E1 }each Preferred Share Series 18 held. The voting rights of the holders of the1 N$ F) S' K: y$ s, i4 r
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
/ s# v) F& b2 `$ u, w% \. Hthe first dividend on the Preferred Shares Series 18 to which the holders are
: @# Y7 t7 Y+ i9 E7 Y8 }, Bentitled thereunder subsequent to the time such voting rights first arose until3 c; |. |3 X6 O) }
such time as the Bank may again fail to declare the whole dividend on the# P% ^* K% } N6 N. f& G
Preferred Shares Series 18 in respect of any quarter, in which event such
9 Y, g# m8 X& K6 dvoting rights will become effective again and so on from time to time.
1 w* f1 P2 o, k$ s0 M8 {% vPrincipal Characteristics of the Preferred Shares Series 19
4 z( Z& A" b; fDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
. M& G+ |* ]/ }0 i6 X% K2 U1 vfloating rate non-cumulative preferential cash dividends, as and when4 O6 a" M: d# o3 I/ |, Z
declared by the Board of Directors, subject to the provisions of the Bank Act,3 l: R6 P/ B6 L2 n$ ~) n6 \+ Y
payable quarterly on the 25th day of February, May, August and November7 `$ t: e. E8 \8 I2 ^- O& Z1 ]
in each year, in the amount per share determined by multiplying the/ ]7 \0 F* o! F, G' r( w) d
applicable Quarterly Floating Dividend Rate by $25.00.
/ y8 z9 n8 ^9 A1 }On the 30th day prior to the commencement of the initial quarterly dividend$ C* ~& C2 [/ G6 Y: N9 Q
period beginning on February 25, 2014, and on the 30th day prior to the first
, t( G" \+ Z, p- F4 t+ p2 kday of each subsequent quarterly dividend period (the initial quarterly
9 T* Z0 k k( Z6 V5 [: R( {- cdividend period and each subsequent quarterly dividend period is referred to
z4 o3 Y: X/ A A2 z6 ?3 P/ y8 bas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
/ ^+ X5 w: L) }( x5 JQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate7 R& U7 E% J# Q% v
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
! g. C6 |, t; o% y: Z8 t8 zT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days) O) ]. Q" H# I& P* {+ \
elapsed in the applicable Quarterly Floating Rate Period divided by 365)5 Z' O' u. F+ D) ]" {
determined on the 30th day prior to the first day of the applicable Quarterly
5 B3 P' _+ Q2 E, m. L/ Q/ n* B$ U! j+ EFloating Rate Period.9 O' j- y* C6 |9 Y, d# h
S-5
! `; a' [, {6 j# ~$ S2 @If the Board of Directors does not declare a dividend, or any part thereof, on7 l C1 p/ F2 R/ D4 h$ f3 V
the Preferred Shares Series 19 on or before the dividend payment date for a
# }- a9 Y' N9 R: {& f5 \particular quarter, then the entitlement of the holders of the Preferred
7 }. s( k) c6 s) S8 U1 a, X8 r: ]/ Y! ZShares Series 19 to receive such dividend, or to any part thereof, for such) b/ \/ A5 a- G' D4 B1 j; M
quarter will be forever extinguished.
" q7 \1 |" k% C. Y/ ZRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
J1 T8 F+ j/ O, l' U6 }7 QSuperintendent and to the provisions described below under the heading) H' {* e2 z1 i b$ {
‘‘Details of the Offering — Certain Provisions of the Preferred Shares9 B" D5 |; Z( f1 Y) Z: D' l
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
1 ~" {) \1 o7 U/ O9 T% I1 q$ {on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
% B% }7 O) M# ` p% ]5 h4 `or any part of the then outstanding Preferred Shares Series 19, at the Bank’s5 q, @& Y# d5 R8 W% x
option without the consent of the holder, by the payment of an amount in
' W6 S1 O) ?. q' J% `cash for each such share so redeemed of (i) $25.00 together with all declared7 d A% B5 K4 N% x* w3 \
and unpaid dividends to the date fixed for redemption in the case of
7 c K E8 j Y j! @redemptions on February 25, 2019 and on February 25 every five years
% B3 b" M/ w; Y) X3 X' Wthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
6 D! R% J) O/ W' g+ c. E% Jthe date fixed for redemption in the case of redemptions on any other date
* X9 @5 }% k. Y" c" q; Qon or after February 25, 2014.
* c: _( i. N& Q* bConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
! B/ s6 J. {; Y9 y+ z) ]* DShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have8 g7 O7 R- D9 x' [% D
the right, at their option, to convert, on February 25, 2019 and on
- O* R# Y7 P; k! g5 q: JFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any3 |9 l! m+ N2 Z" b; M& V+ [7 g
or all of their Preferred Shares Series 19 into an equal number of Preferred8 [6 w. {! n9 y* t9 y" s* C
Shares Series 18 upon giving to the Bank written notice thereof not earlier/ y# a1 K9 {1 n' p+ Z5 P
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
8 W5 |9 k& [. E9 B& o9 t! [15th day preceding, a Series 19 Conversion Date.& M9 B: Q2 `6 r
Automatic Conversion If the Bank determines, after having taken into account all shares tendered) k# \; C. J7 U/ h( y/ `( z6 R
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares, a/ X" \! A) Z
Series 18, as the case may be, that there would be outstanding on such1 W' Q- ?: t. Z! W- m
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
: [ _0 I- D* H; y8 esuch remaining number of Preferred Shares Series 19 will automatically be
8 T4 v/ F9 F/ A8 l, z* [converted on such Series 19 Conversion Date into an equal number of0 @" W2 a3 _& {% ]" v0 @
Preferred Shares Series 18. Additionally, if the Bank determines that, after: ], c2 Q2 h: L. f$ e
conversion, there would be outstanding on such Series 19 Conversion Date1 @6 e- f) w0 }: e! U$ c4 @
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares8 a2 w+ I% U G& K+ k: n6 F
Series 19 will be converted into Preferred Shares Series 18.
( o! o! j1 q3 q" l4 UVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares0 m+ \8 l4 u% J. L9 d4 ]- @
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
/ t# K6 m" d/ ~9 k r& h$ ~any meeting of the shareholders of the Bank unless and until the first time at4 u8 h* t, D* _9 M
which the Board of Directors has not declared the whole dividend on the
5 S! e& t5 A+ X. [& M2 l" xPreferred Shares Series 19 in any quarter. In that event, subject as
0 X# C$ M4 d8 ]2 R& hhereinafter provided, the holders of Preferred Shares Series 19 will be
9 R: T* M* r gentitled to receive notice of, and to attend, meetings of shareholders at which- A" H: O2 E7 a
directors of the Bank are to be elected and will be entitled to one vote for
( `3 h0 T6 h) Z o. Z: ]) t& seach Preferred Share Series 19 held. The voting rights of the holders of the
4 U' P* V. d5 y8 APreferred Shares Series 19 will forthwith cease upon payment by the Bank of
2 V6 S" g) y" u% v, Dthe first dividend on the Preferred Shares Series 19 to which the holders are8 @* k: c: v C# T4 n
entitled thereunder subsequent to the time such voting rights first arose until& _" X' D$ |2 y5 g
such time as the Bank may again fail to declare the whole dividend on the. V, k2 w4 V- Z. I( e6 N, h h
Preferred Shares Series 19 in respect of any quarter, in which event such
V8 _0 Z ^* nvoting rights will become effective again and so on from time to time.
2 `! a* W# }1 M, n' ~' jS-66 _ X" ]( Y* f% _ T+ w
Priority: The preferred shares of each series of the Bank will rank on a parity with% |: ?- j5 k7 U% [) i# [
every other series and are entitled to preference over the common shares of
3 i) R4 Z- k& w2 Z- hthe Bank and over any other shares of the Bank ranking junior to the$ g( D. m4 D. h& {1 D c" m" t% J
preferred shares with respect to the payment of dividends and upon any1 \8 C8 X8 @3 r7 N
distribution of assets in the event of the liquidation, dissolution or
: B, E1 L. M: a) jwinding-up of the Bank.
( {2 ?2 X" \) |2 m0 V& BTax on Preferred Share The Bank will elect, in the manner and within the time provided under2 X) M U9 h$ B* l! z
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
$ C- W. k0 h# T. K" f7 b CSeries 18 and Preferred Shares Series 19 will not be required to pay tax on0 E# K, K" Z7 l$ }: @- k8 L7 X* R" f6 l
dividends received on such shares under Part IV.1 of such Act. |
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