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发表于 2008-11-29 16:58
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下面是BMO的:( q. P# h4 Z" ?( [" }
SUMMARY OF THE OFFERING1 Z% a* i/ C t. q7 u
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’’.
* }- D! o- V" y7 A6 @( s. jIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
6 A' s' J7 L' \2 PAmount: $150,000,000 (6,000,000 shares).
1 t1 K# I1 |& W( C- a. d# A$ `Price and Yield: $25.00 per share to yield initially 6.50% per annum.! ]7 V, l" h/ R3 R7 B
Principal Characteristics of the Preferred Shares Series 18' g, ]6 \! Y& Q9 f
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
1 Y3 O. W8 |5 V8 Z. ynon-cumulative preferential cash dividends, as and when declared by the$ m* r( i( u0 n- I0 I
Board of Directors, subject to the provisions of the Bank Act, for the initial0 \ v# U! i, R" E# D, N6 B
period commencing on the closing date and ending on and including( Z# t" T0 }) D" S
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
! _3 b2 v/ u- i. S+ K0 R25th day of February, May, August and November in each year, at a rate
& X9 h; q1 ]( vequal to $0.40625 per share. The initial dividend, if declared, will be payable
* e3 L+ T) ]8 }1 V: O$ d/ FMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
2 \' T6 j; ~/ \; |6 P& A2 V. a0 tdate of December 11, 2008.6 ~! Y; o! l8 J) j t. `. D( C5 v
For each five-year period after the Initial Fixed Rate Period (each, a
7 Y" N$ p, F2 E+ P8 K' t‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares1 A' e: y% U% j* M3 E9 ~
Series 18 will be entitled to receive fixed non-cumulative preferential cash
% P% g) z5 J: jdividends, as and when declared by the Board of Directors, subject to the
2 j7 X$ r+ E' _* W. dprovisions of the Bank Act, payable quarterly on the 25th day of February,
$ W# r; u# d& I4 x% ]May, August and November in each year, in the amount per share per annum$ C2 u Z. q% t$ Q
determined by multiplying the Annual Fixed Dividend Rate applicable to
" [. Q, Q+ Q* x# N M# S7 n9 lsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend1 ]8 ]1 a7 G9 i; @: \. ]
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
$ Z& B, ^ D$ x0 t& X9 `+ B! J% RBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
1 U/ r% [; i7 @( Z9 qof such Subsequent Fixed Rate Period and will be equal to the sum of the& i8 n e" Z' a1 E0 c- k3 J5 y
Government of Canada Yield on the applicable Fixed Rate Calculation Date
: G' p1 N% `5 J- _plus 3.83%.
0 c/ r; [( o* aIf the Board of Directors does not declare a dividend, or any part thereof, on- M- u* y9 ]4 l( ^) X; v: D
the Preferred Shares Series 18 on or before the dividend payment date for a
6 F# s. n, O, v3 |/ mparticular quarter, then the entitlement of the holders of the Preferred
. U, [5 n* N: k- J& S' _/ tShares Series 18 to receive such dividend, or to any part thereof, for such' L# S0 m% t( n( c6 k
quarter will be forever extinguished.# W, r V. h+ v
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the) J( i+ A$ \5 L
Superintendent and to the provisions described below under ‘‘Details of the
3 \ `& @# A6 I* l3 C/ h4 ZOffering — Certain Provisions of the Preferred Shares Series 18 as a7 V$ [0 G x2 h) g
Series — Restrictions on Dividends and Retirement of Shares’’, on" U' Y& U2 |. j! J) d, M
February 25, 2014 and on February 25 every five years thereafter, on not4 v0 `. O6 W8 h- c
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any( l! w! [6 d. t( n& z7 X+ A
part of the then outstanding Preferred Shares Series 18, at the Bank’s option6 i' T8 J' t% M/ l: b5 n
without the consent of the holder, by the payment of an amount in cash for4 N! Q, i1 S/ U p& n H
each such share so redeemed of $25.00 together with all declared and unpaid: G) V! E% w3 n2 i, _- j1 T
dividends to the date fixed for redemption.
' @7 Z$ a7 ^! @& w* ~; N& m6 R. SConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic5 ?* n, \' Z7 U& B: y# R
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have* Q" ?1 a+ L$ ~+ X- W
the right, at their option, to convert, on February 25, 2014 and on J8 [7 C! R0 j( E! W1 W, o
S-4, q4 D! \# A% d
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any, _7 I7 K7 H2 t7 C- I5 |
or all of their Preferred Shares Series 18 into an equal number of Preferred
& I* b$ q* |7 K* V0 A9 AShares Series 19 upon giving to the Bank notice thereof not earlier than
/ h, B" |- S1 N30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
( s- q0 }$ J2 }8 ^2 \# spreceding, a Series 18 Conversion Date.
- F, B2 F9 L2 e$ B9 G, yAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
) N" o! ~/ f7 C y6 VProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
7 W+ p4 t; U2 }# `( D8 P2 @! ISeries 19, as the case may be, that there would be outstanding on such# ^4 }( h) A; W+ ^' x7 ~
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
& Z/ b |% `9 c# p4 J& x' asuch remaining number of Preferred Shares Series 18 will automatically be
3 R: a9 ]! b5 Uconverted on such Series 18 Conversion Date into an equal number of
- f0 p* h4 q1 N# QPreferred Shares Series 19. Additionally, if the Bank determines that, after
$ r" f( P6 G' [8 K4 oconversion, there would be outstanding on such Series 18 Conversion Date
7 v T8 ] V2 J( T. _# xless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
9 ~; e) S6 ?$ x. t$ S9 |Series 18 will be converted into Preferred Shares Series 19.
# E1 J a' k8 C- i2 ~" gVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares# _# C2 b# @7 W* x
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
' x2 q" E( u, i$ n9 ~any meeting of the shareholders of the Bank unless and until the first time at
. G! S4 P1 x2 Z+ a5 Swhich the Board of Directors has not declared the whole dividend on the! u/ ~: Z/ O8 G4 _
Preferred Shares Series 18 in any quarter. In that event, subject as
' F: u! I; r, m. n7 P4 g$ Shereinafter provided, the holders of Preferred Shares Series 18 will be& G, @4 ]/ {$ L3 {6 \# s
entitled to receive notice of, and to attend, meetings of shareholders at which
$ {, w/ n# f+ e, sdirectors of the Bank are to be elected and will be entitled to one vote for5 }- n1 w( _; ?6 A, \( F5 A
each Preferred Share Series 18 held. The voting rights of the holders of the; U! h7 D [& I3 c* m: ~
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of) ~* s! C3 y* ^9 _/ U& }/ J* j
the first dividend on the Preferred Shares Series 18 to which the holders are
, h G1 f/ c/ g4 \$ A5 ]! k; wentitled thereunder subsequent to the time such voting rights first arose until2 N: ]1 v# }8 M) P6 j3 D6 T. L
such time as the Bank may again fail to declare the whole dividend on the
1 S# w8 _ Y5 V+ U4 ePreferred Shares Series 18 in respect of any quarter, in which event such
7 j3 E( g" I& f8 ]9 yvoting rights will become effective again and so on from time to time.
/ ?% ^3 T$ h+ w& W) lPrincipal Characteristics of the Preferred Shares Series 19
+ R% d! `+ Z% y! M! HDividends: The holders of the Preferred Shares Series 19 will be entitled to receive/ F# M; X+ ^* C
floating rate non-cumulative preferential cash dividends, as and when0 d, D0 c6 v6 Q; o5 y
declared by the Board of Directors, subject to the provisions of the Bank Act,
% R2 _. i3 `' Opayable quarterly on the 25th day of February, May, August and November
2 ~+ e, }6 r$ X* Q+ T y& q8 K) ^# yin each year, in the amount per share determined by multiplying the
1 f% V6 g) [. ^; G. W( ^applicable Quarterly Floating Dividend Rate by $25.00. I9 r9 \' B8 k
On the 30th day prior to the commencement of the initial quarterly dividend
! S0 {: t; ^$ l* q+ m3 Y( eperiod beginning on February 25, 2014, and on the 30th day prior to the first9 Y! D1 ^4 o, u" A
day of each subsequent quarterly dividend period (the initial quarterly: Y+ E5 t6 P/ O: V/ p# A) L6 q U
dividend period and each subsequent quarterly dividend period is referred to
3 Y4 i6 X# {" _& [# eas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
4 m" K0 x( u/ u. F; NQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate9 ?' s$ H4 B! F; p% n
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
, j# B3 }( l0 U2 pT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days4 @* W4 C9 d) S3 }8 F \$ D
elapsed in the applicable Quarterly Floating Rate Period divided by 365)- J; |+ k/ y+ S$ s# Y* ~
determined on the 30th day prior to the first day of the applicable Quarterly6 w3 G* P4 a6 O! g5 z L' H
Floating Rate Period.
& ]9 `& Z( m3 c7 n) X, c, uS-5% U3 M' N% G/ C$ ?2 N
If the Board of Directors does not declare a dividend, or any part thereof, on
2 @8 H! D1 R e% ethe Preferred Shares Series 19 on or before the dividend payment date for a! l; ?- }5 r8 ^" n
particular quarter, then the entitlement of the holders of the Preferred" P# [0 N) m1 k' {) s
Shares Series 19 to receive such dividend, or to any part thereof, for such
, F+ L3 E# U$ _+ g9 u8 @2 H) r+ H3 Kquarter will be forever extinguished.3 [7 A; _- X/ [8 a+ U
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
+ x2 x# {" c( _Superintendent and to the provisions described below under the heading
: r0 t F; V( ~ g4 K0 b‘‘Details of the Offering — Certain Provisions of the Preferred Shares
: f+ _7 E* |+ a: k' K# r. ]Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,# _: L5 L; W) m- ]
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all- P: j6 L% m7 G* v
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s/ { p3 O, `" N1 j
option without the consent of the holder, by the payment of an amount in
) {- d2 B3 n! w- i8 L0 ocash for each such share so redeemed of (i) $25.00 together with all declared0 y3 h( X r9 m: \" T
and unpaid dividends to the date fixed for redemption in the case of% _& h3 v/ L, v; Y Y( A1 t, r
redemptions on February 25, 2019 and on February 25 every five years
7 ~2 d3 E1 q; c0 hthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
: P. z, |4 h; \7 k" v* W* u" Jthe date fixed for redemption in the case of redemptions on any other date
: C" P% N6 p9 Y' non or after February 25, 2014.# ?. a6 I7 Q# w
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic. O0 C$ g \) S/ S) p- A
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have V% s/ f3 J- F" |' @
the right, at their option, to convert, on February 25, 2019 and on
% |2 q1 N/ ~* q1 b4 `7 cFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
w" y; a! j8 E( F# b$ Yor all of their Preferred Shares Series 19 into an equal number of Preferred
: Z; C8 i& f8 ]' MShares Series 18 upon giving to the Bank written notice thereof not earlier
: Y6 c' z- W$ [" `/ z4 T* s0 _than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the9 g) s7 Z) D& T, I8 L# ~
15th day preceding, a Series 19 Conversion Date.
$ }+ P, i0 _+ A; q4 NAutomatic Conversion If the Bank determines, after having taken into account all shares tendered& u( {( q! m$ O( Y8 u, J
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
' V0 S1 u% g+ x- P4 ISeries 18, as the case may be, that there would be outstanding on such% b) e+ a. N" ]( r
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
; A- p z# n* }! N4 S1 a1 Lsuch remaining number of Preferred Shares Series 19 will automatically be2 ]4 m+ I$ o5 X0 l1 M$ C
converted on such Series 19 Conversion Date into an equal number of* S) Y4 z1 ]& s! e. a) t& m
Preferred Shares Series 18. Additionally, if the Bank determines that, after, |; `0 s6 s0 V$ \6 D3 g9 _; k
conversion, there would be outstanding on such Series 19 Conversion Date
x9 T0 T7 y/ e( s, ]2 C* Aless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares, H: o9 x. a5 g0 n
Series 19 will be converted into Preferred Shares Series 18.
: T% N! `7 Y7 \6 oVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares6 Y2 r4 y4 u6 X# I* F g2 B$ P+ H& U% g
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
3 F, g e& [& E- hany meeting of the shareholders of the Bank unless and until the first time at7 R- _' R: E" ^5 W+ U" M1 ?" Y
which the Board of Directors has not declared the whole dividend on the4 F6 e: V9 V+ ~
Preferred Shares Series 19 in any quarter. In that event, subject as
' H2 l( f- e# s; Y+ Yhereinafter provided, the holders of Preferred Shares Series 19 will be) ?- G' h$ A9 q- R) G! x
entitled to receive notice of, and to attend, meetings of shareholders at which( b; |' @5 e3 b/ S& m
directors of the Bank are to be elected and will be entitled to one vote for( D/ }% M6 e, ?6 O1 o2 O+ X/ Y! g
each Preferred Share Series 19 held. The voting rights of the holders of the
% B4 g' P! \0 u+ {Preferred Shares Series 19 will forthwith cease upon payment by the Bank of1 X1 ~( \- v: M
the first dividend on the Preferred Shares Series 19 to which the holders are5 I3 o( P3 v( U% h4 z
entitled thereunder subsequent to the time such voting rights first arose until
0 r# i; \5 ~1 `- i0 J" qsuch time as the Bank may again fail to declare the whole dividend on the
8 K T- B( X w+ W$ L* |+ W; }. ZPreferred Shares Series 19 in respect of any quarter, in which event such+ c2 w% v% F, Y. S' o. e& ~4 D3 w
voting rights will become effective again and so on from time to time.
# J1 X. C5 V8 E" x' W. y4 }4 z7 W' wS-63 Y3 e$ c" D* h4 B. z( q. H
Priority: The preferred shares of each series of the Bank will rank on a parity with! R9 T2 \+ G" K, g: U
every other series and are entitled to preference over the common shares of
0 b: J0 O! U' t- kthe Bank and over any other shares of the Bank ranking junior to the# W( C5 L# m& I3 F0 @ I% v2 b
preferred shares with respect to the payment of dividends and upon any) A/ @6 K9 {* a, b4 j
distribution of assets in the event of the liquidation, dissolution or
/ Z, T) |, \$ Z! zwinding-up of the Bank.
0 y% V O9 M5 _! ^! f+ }5 }) QTax on Preferred Share The Bank will elect, in the manner and within the time provided under/ z3 z, ]) @1 p' q
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
) ~( S* g3 t7 a2 t2 L$ lSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
! x( J2 J* F1 V; T7 Q7 v2 rdividends received on such shares under Part IV.1 of such Act. |
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