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发表于 2008-11-29 16:58
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下面是BMO的:) U! X- o* M( w) r% N. U J
SUMMARY OF THE OFFERING
9 \0 I D+ [% c KThis 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’’.
! X) D, ^$ o4 l$ n' u( L; T' P; I1 wIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
' F& b# s5 t/ UAmount: $150,000,000 (6,000,000 shares).
# C( v$ m) G" c5 {# k5 b% S) gPrice and Yield: $25.00 per share to yield initially 6.50% per annum.( [& A( x$ V" V/ V
Principal Characteristics of the Preferred Shares Series 18: g8 }5 c/ U2 M! c' \
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
7 k; M7 J4 c9 [5 \9 ~3 X, y. Lnon-cumulative preferential cash dividends, as and when declared by the
4 i" p$ F0 A* K2 ]3 m4 ~+ r2 MBoard of Directors, subject to the provisions of the Bank Act, for the initial
" `- `% @ s* D; m) E/ ]period commencing on the closing date and ending on and including+ Q" y F: t) `" H* f
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the O# c* ^7 J) H" N7 P# {/ ]
25th day of February, May, August and November in each year, at a rate3 j K: f/ {% }: n: n! s6 p
equal to $0.40625 per share. The initial dividend, if declared, will be payable6 \6 O8 U4 w6 o1 }
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing w( L7 ]. Z) _% r9 w- Q
date of December 11, 2008.
# W* U$ u6 w! H. f) M' WFor each five-year period after the Initial Fixed Rate Period (each, a
4 F& P6 w; e2 ]! A9 P W& k& t8 H‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
& C4 ^( Q3 I% j* _ U# ^Series 18 will be entitled to receive fixed non-cumulative preferential cash- Y5 I6 e2 _, U( q" f
dividends, as and when declared by the Board of Directors, subject to the' L. m! H) M* h& K
provisions of the Bank Act, payable quarterly on the 25th day of February,
1 ]: B1 G& L" z: ^May, August and November in each year, in the amount per share per annum
: M& L: w( J* |' [2 ?+ U3 k( @determined by multiplying the Annual Fixed Dividend Rate applicable to
6 x z4 K; S! ^2 rsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend0 v0 s4 z3 V3 l% l" c$ |0 E
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
0 Q; H; U8 `2 U7 V3 X" vBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
/ I5 m! z+ n$ g) z* U2 j6 cof such Subsequent Fixed Rate Period and will be equal to the sum of the
% ]6 k& l5 p+ g8 o) m" u) fGovernment of Canada Yield on the applicable Fixed Rate Calculation Date% {! U. `: U# D1 n- O. I9 r5 Q5 F
plus 3.83%.) }. W" K* ]" c4 T$ Y; c9 b
If the Board of Directors does not declare a dividend, or any part thereof, on
% G+ l" }. |8 j: B1 @. ]the Preferred Shares Series 18 on or before the dividend payment date for a% a3 F* @8 l1 @: j/ p! k; _! k6 m
particular quarter, then the entitlement of the holders of the Preferred$ t3 U m2 }) t+ f4 x
Shares Series 18 to receive such dividend, or to any part thereof, for such
; `9 r% m5 n. X) X+ T6 bquarter will be forever extinguished.
' Z1 |9 }4 c) G. w& q9 JRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
7 q$ i/ `% \7 s2 R, ESuperintendent and to the provisions described below under ‘‘Details of the
/ z9 p6 n: p" K8 \Offering — Certain Provisions of the Preferred Shares Series 18 as a
$ g) N. a8 _, LSeries — Restrictions on Dividends and Retirement of Shares’’, on
0 d/ e5 R, `# yFebruary 25, 2014 and on February 25 every five years thereafter, on not
, I: X0 [+ A( E4 K* p+ Fmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any% z) ]! q* s7 a. I8 B9 U
part of the then outstanding Preferred Shares Series 18, at the Bank’s option G# \4 U. H9 s$ a5 Y
without the consent of the holder, by the payment of an amount in cash for
/ o1 v) P/ c# z- H/ n* X- `: Reach such share so redeemed of $25.00 together with all declared and unpaid: ~5 Y5 U5 W4 _- J( y
dividends to the date fixed for redemption.8 v5 b. e3 n% s, P
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic4 o8 [& q" _+ U3 J# n
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
+ K; k- ^9 ^( V+ [+ Ythe right, at their option, to convert, on February 25, 2014 and on4 x9 f0 q/ M7 i9 }" n
S-4$ k1 n5 ?4 s- \% _* C
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
' j; U) G- J* Q! j% D% aor all of their Preferred Shares Series 18 into an equal number of Preferred
$ \: O( U3 O/ r# s' ]Shares Series 19 upon giving to the Bank notice thereof not earlier than
& a0 H+ |; n0 r6 F; S30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day4 c) ]) o# H" H5 @0 r4 ?" G+ N
preceding, a Series 18 Conversion Date.- T& n) t. ?9 Y- Z0 E% w; s% }" f+ M; g
Automatic Conversion If the Bank determines, after having taken into account all shares tendered( W3 T, Y8 Z! |7 s
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares3 X& h0 P3 }" |6 }; ~+ w+ H
Series 19, as the case may be, that there would be outstanding on such, \8 A5 k+ P0 f
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,, Q$ C. v' t# u6 a1 l. @) }
such remaining number of Preferred Shares Series 18 will automatically be
9 q+ }& g0 S/ q$ n* Zconverted on such Series 18 Conversion Date into an equal number of5 R5 p1 ^( {5 l2 e7 _% j5 C" S
Preferred Shares Series 19. Additionally, if the Bank determines that, after: P3 B% F& g$ c, v$ q" E6 U0 U( e7 J% T
conversion, there would be outstanding on such Series 18 Conversion Date
0 ~# R/ U8 S0 s3 d9 R" r& @, pless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares0 @& q6 o' u0 n6 e3 \9 u
Series 18 will be converted into Preferred Shares Series 19.8 F, k; F2 c0 Y& ?+ O" {4 H
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares. ]* A) g; S) w2 \
Series 18 will not be entitled as such to receive notice of, attend, or vote at,& b) J& v! ]! C/ _! j
any meeting of the shareholders of the Bank unless and until the first time at7 \ P3 A# g) w4 \
which the Board of Directors has not declared the whole dividend on the$ h [/ B9 M( ~4 u
Preferred Shares Series 18 in any quarter. In that event, subject as
3 O: W) U6 v- ^: e n- }hereinafter provided, the holders of Preferred Shares Series 18 will be
9 d% U% j" G d' h2 uentitled to receive notice of, and to attend, meetings of shareholders at which9 c1 M# S: C) P
directors of the Bank are to be elected and will be entitled to one vote for
5 s g9 e- _, i6 Oeach Preferred Share Series 18 held. The voting rights of the holders of the
8 d' u/ G" v$ U3 aPreferred Shares Series 18 will forthwith cease upon payment by the Bank of# ]1 D5 j- o1 T( \& r* B* R
the first dividend on the Preferred Shares Series 18 to which the holders are j, ?7 y6 j* ^( ]5 J) H
entitled thereunder subsequent to the time such voting rights first arose until. ~4 t# n0 b! ~9 w, ^) |
such time as the Bank may again fail to declare the whole dividend on the4 n# {1 e. e2 _9 @, R, _+ ?- ?
Preferred Shares Series 18 in respect of any quarter, in which event such
# {/ R" p& {& Y" Wvoting rights will become effective again and so on from time to time.- J; P- n1 {+ O$ `* y7 p" B E
Principal Characteristics of the Preferred Shares Series 19; b* n7 V8 v0 \- z/ u8 V/ [
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive( v9 s7 e6 p7 z% H* W6 h- k
floating rate non-cumulative preferential cash dividends, as and when
! b; K$ c7 t a* P% F1 l8 T+ Kdeclared by the Board of Directors, subject to the provisions of the Bank Act,) e' {( q, S, e
payable quarterly on the 25th day of February, May, August and November
1 c4 |; K5 e% }" ]+ ^# o! ain each year, in the amount per share determined by multiplying the- W5 K2 t4 W1 i; m& O. t6 Z. d
applicable Quarterly Floating Dividend Rate by $25.00.7 T' @9 A; W5 v
On the 30th day prior to the commencement of the initial quarterly dividend2 V1 ^3 V; }% u4 X! d. y
period beginning on February 25, 2014, and on the 30th day prior to the first, K$ L/ n6 F* |" [5 m+ F
day of each subsequent quarterly dividend period (the initial quarterly
# `" w5 ^; K( _# W( Z$ ddividend period and each subsequent quarterly dividend period is referred to9 w3 u: W3 o3 S
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
- g5 C9 J2 J6 fQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate f% R) M' A8 _) e7 C3 O
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
. _& [* ?: _4 H; l3 BT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days) i1 e L" j. V( K
elapsed in the applicable Quarterly Floating Rate Period divided by 365), A6 s) ]" u5 X9 s6 N" K
determined on the 30th day prior to the first day of the applicable Quarterly
; L% D& t. C3 l" p5 ?Floating Rate Period.9 U) F! [! V) }5 o
S-5( Z& {0 X& l4 k7 n# M1 g
If the Board of Directors does not declare a dividend, or any part thereof, on; n3 `, Q' y% }- X1 R2 S, }. t' z
the Preferred Shares Series 19 on or before the dividend payment date for a
% r( z4 ~( c5 {8 l9 uparticular quarter, then the entitlement of the holders of the Preferred K. X8 `8 W# g' p; I
Shares Series 19 to receive such dividend, or to any part thereof, for such
k6 c" Z! C. F2 Y2 v! j2 squarter will be forever extinguished.
7 K4 m4 i& A- s- sRedemption: Subject to the provisions of the Bank Act and to the prior consent of the3 d2 ~, ~4 m2 y! @" o v
Superintendent and to the provisions described below under the heading
6 I5 W# r- Z% i3 g0 G' Z‘‘Details of the Offering — Certain Provisions of the Preferred Shares; _9 ?, k* S- ?' ~
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,/ f( Z. F8 C+ J2 y" o0 |+ B2 e
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all# }8 }. [$ m. a' D
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s$ Q7 o+ H8 g1 n6 l% e
option without the consent of the holder, by the payment of an amount in) C5 ?% P. _2 i, k1 O9 A
cash for each such share so redeemed of (i) $25.00 together with all declared
4 T! K0 {5 \# f3 C4 {& A$ e6 I' oand unpaid dividends to the date fixed for redemption in the case of6 |9 \4 ^+ a+ _, }9 ]8 V
redemptions on February 25, 2019 and on February 25 every five years$ Q& N& B& h. k: h8 z
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
+ }8 V4 \' T6 Z5 kthe date fixed for redemption in the case of redemptions on any other date# t9 u3 V& x- x7 l
on or after February 25, 2014.+ B2 m# l/ [2 x; H/ T- y& N! `
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic% K$ v/ r7 U8 ]7 j
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
5 H: A4 D/ w2 ythe right, at their option, to convert, on February 25, 2019 and on! G9 E. i2 U% g9 S
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
0 A& t9 k e7 F/ C: Jor all of their Preferred Shares Series 19 into an equal number of Preferred
0 _ g$ i* o+ y% G# I) iShares Series 18 upon giving to the Bank written notice thereof not earlier
3 k% N1 x C7 [* }$ J/ D0 i( Pthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
3 C5 }. ] l. A15th day preceding, a Series 19 Conversion Date.
$ B) x* M: v; s o1 J7 v9 l8 D" h8 NAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
1 [2 O' Z, o3 I( {2 F% ^Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares6 T3 K8 V+ \& N5 u N2 Q! }/ R# S
Series 18, as the case may be, that there would be outstanding on such
4 z. G+ u- h% ~$ x7 }9 sSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,& R4 X1 L5 z/ D& l0 B+ e1 S% _' y
such remaining number of Preferred Shares Series 19 will automatically be, h# R, Z. Z" U+ U. T
converted on such Series 19 Conversion Date into an equal number of
2 c$ I1 l6 [; L* [- w0 K9 S5 z' W$ APreferred Shares Series 18. Additionally, if the Bank determines that, after" T+ B5 w; a- @! I5 D, j5 n" j
conversion, there would be outstanding on such Series 19 Conversion Date
3 f% ~2 a3 v {5 r5 Uless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares6 D. A4 n% A1 N9 ^
Series 19 will be converted into Preferred Shares Series 18., e! [/ V8 X8 r& B& R, r
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares, V: L8 F/ d! V/ [8 h5 G1 |2 k) a
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
% j2 X; s3 Q/ \+ r% k& y. m) x8 pany meeting of the shareholders of the Bank unless and until the first time at
/ M' A6 J# U7 T7 I. Pwhich the Board of Directors has not declared the whole dividend on the
$ d9 F1 _5 `( {( r. C1 i; PPreferred Shares Series 19 in any quarter. In that event, subject as
0 f! Z* r5 l# Khereinafter provided, the holders of Preferred Shares Series 19 will be
0 S* j6 C0 {3 `( W3 J& s! _entitled to receive notice of, and to attend, meetings of shareholders at which
( j" U6 S. _# J! o- ^% Ddirectors of the Bank are to be elected and will be entitled to one vote for
; f8 S5 X* X7 H" S- Meach Preferred Share Series 19 held. The voting rights of the holders of the8 W" ^$ x: z8 r1 o0 u
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
( [. Q- U2 `$ w0 Z ]the first dividend on the Preferred Shares Series 19 to which the holders are9 c9 D- h2 c2 Y2 ~
entitled thereunder subsequent to the time such voting rights first arose until' }: @' f9 |& }8 ]1 `. s
such time as the Bank may again fail to declare the whole dividend on the
, X7 {- {0 Y) t- N4 w" Z' M4 IPreferred Shares Series 19 in respect of any quarter, in which event such
6 z9 A1 Y9 ^) d3 C/ u- Bvoting rights will become effective again and so on from time to time.
, Z* X2 Y( ?0 f% U! hS-6
! U3 X0 ~: x8 a6 CPriority: The preferred shares of each series of the Bank will rank on a parity with
; w& D8 H4 l }! @8 Xevery other series and are entitled to preference over the common shares of& N4 D3 M! z: C. q% B
the Bank and over any other shares of the Bank ranking junior to the s* m7 e' y4 T0 ?% k ~2 A& R
preferred shares with respect to the payment of dividends and upon any
+ m$ Q+ D, I) K4 v2 Ydistribution of assets in the event of the liquidation, dissolution or
! g; E g6 w1 `3 |$ @# I' J% H: \winding-up of the Bank.
- L4 D* z% x/ HTax on Preferred Share The Bank will elect, in the manner and within the time provided under+ z9 \ S8 @4 _& ?- A
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
1 E V# N! E# d [9 _Series 18 and Preferred Shares Series 19 will not be required to pay tax on
2 r& Z L& i+ [- e$ d+ w H- hdividends received on such shares under Part IV.1 of such Act. |
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