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发表于 2008-11-29 16:58
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下面是BMO的:
% r! d( T3 [4 K6 R( CSUMMARY OF THE OFFERING. \5 S/ g% E& ~6 s
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’’.3 _7 r# R* F& ~! q: ]% C
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.4 s N0 j v9 H' z6 Y. M
Amount: $150,000,000 (6,000,000 shares).9 }& V8 Y! X, l/ N- W3 D2 I
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
( X" v7 l* g4 F, V; @Principal Characteristics of the Preferred Shares Series 189 m) i5 T: Q7 O# O2 H
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed+ y) N1 v$ b" J& S
non-cumulative preferential cash dividends, as and when declared by the
( k% Q" {# W: M3 r+ t% {% J- D) hBoard of Directors, subject to the provisions of the Bank Act, for the initial
: L& e$ c1 j) u, S2 h& S: r7 N$ s$ Operiod commencing on the closing date and ending on and including ~/ Z; s8 h) f$ e! Y1 T
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the6 m& D% t# n/ t3 v4 O. p) x+ C7 g, _
25th day of February, May, August and November in each year, at a rate
7 g* @! r7 A7 ^( S+ H4 Qequal to $0.40625 per share. The initial dividend, if declared, will be payable
3 z8 R b: Z2 w! I* H' r! oMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing8 k8 B* r6 c4 \& A4 d; \4 Y, t
date of December 11, 2008.
7 @# T, J$ }$ [, [1 \: }9 t! h8 LFor each five-year period after the Initial Fixed Rate Period (each, a8 V" g6 ^0 O8 N% Q# w
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares4 |/ C; i. S n" S
Series 18 will be entitled to receive fixed non-cumulative preferential cash
. d* V2 `, I/ X8 zdividends, as and when declared by the Board of Directors, subject to the5 z- g0 }) e7 I
provisions of the Bank Act, payable quarterly on the 25th day of February,2 R1 U2 u2 z1 U( G
May, August and November in each year, in the amount per share per annum9 j/ ?* V; c/ n$ y- [; ~
determined by multiplying the Annual Fixed Dividend Rate applicable to
4 v2 t, K; ^! ^such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend- i6 a; A7 U; h, U; k# s% E
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the% S2 T# p- ]! T* O& V" m1 h& `
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day0 ]! O \% J5 ~
of such Subsequent Fixed Rate Period and will be equal to the sum of the& p5 k+ n/ Z1 S! h
Government of Canada Yield on the applicable Fixed Rate Calculation Date
0 r) V5 k2 o- r: @% J1 j. aplus 3.83%.& R1 @1 K/ D. j0 ]
If the Board of Directors does not declare a dividend, or any part thereof, on
5 v0 V6 A" H6 f( [% y jthe Preferred Shares Series 18 on or before the dividend payment date for a) F$ z; G v5 J) H! Y
particular quarter, then the entitlement of the holders of the Preferred2 S; e. R# S1 e* @' I6 K
Shares Series 18 to receive such dividend, or to any part thereof, for such
1 f: R1 `, E! e1 @$ y, equarter will be forever extinguished.* E3 K9 [# M# D2 _' O9 d2 [6 B- P
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
0 n; P9 m8 n ]: L6 DSuperintendent and to the provisions described below under ‘‘Details of the
" i2 ]; u4 m6 x' T* o$ o& l9 |0 cOffering — Certain Provisions of the Preferred Shares Series 18 as a, s. e2 |7 H% o
Series — Restrictions on Dividends and Retirement of Shares’’, on
$ E* p2 s# y$ a( Q% SFebruary 25, 2014 and on February 25 every five years thereafter, on not
4 b4 r5 v$ Q. u) O Dmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
/ n: B: j3 q, J! y* ipart of the then outstanding Preferred Shares Series 18, at the Bank’s option1 F7 n+ D) J1 g% Y, |* p. E3 e, h
without the consent of the holder, by the payment of an amount in cash for7 g+ o8 J8 k2 V" r. `; C
each such share so redeemed of $25.00 together with all declared and unpaid' p4 G. _8 p U n" W2 N
dividends to the date fixed for redemption.3 g7 j: \; f/ k& _. w
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
# Z* Y V5 Q" k$ F$ oShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
& @0 [! d! w& L6 V9 ithe right, at their option, to convert, on February 25, 2014 and on5 E9 A5 i/ U" Q# C
S-4
" k9 Q6 `7 W2 `: _) b O, }1 gFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
, ~" Z) {0 G2 l7 I qor all of their Preferred Shares Series 18 into an equal number of Preferred; V5 \( K( p' |$ V0 U) O; p P
Shares Series 19 upon giving to the Bank notice thereof not earlier than
$ k# r0 L3 Y z9 C1 D- u4 z30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
0 n0 ~& j4 S0 J" m& ?preceding, a Series 18 Conversion Date.
" X, x' [" W! {7 u- x6 I% UAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
2 l! L1 Z7 N9 P3 D; ~Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares" B( L3 T" Z l# P4 y8 a
Series 19, as the case may be, that there would be outstanding on such; R3 a5 B" F& a" ~5 Q8 r. A
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,5 ~* G+ ]4 p3 z4 f. ]" N+ T9 v
such remaining number of Preferred Shares Series 18 will automatically be
7 K( @1 w+ r$ m9 I9 Q5 R- Q9 oconverted on such Series 18 Conversion Date into an equal number of5 X: n. E N1 V* K) c
Preferred Shares Series 19. Additionally, if the Bank determines that, after1 ?/ O" Z0 G! t
conversion, there would be outstanding on such Series 18 Conversion Date1 Y2 z- A- ^6 C6 O1 W
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares' ~2 n( S' R& J" s5 |
Series 18 will be converted into Preferred Shares Series 19., e) b' N/ v+ l+ G. j
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
( X# @4 J7 t9 i# J. h% x, ySeries 18 will not be entitled as such to receive notice of, attend, or vote at,% t% |* b- `4 t. ?1 b m9 F
any meeting of the shareholders of the Bank unless and until the first time at
4 O/ }- C# k7 a% h. `6 q+ gwhich the Board of Directors has not declared the whole dividend on the# O* S3 ]: D) s/ \$ L: g
Preferred Shares Series 18 in any quarter. In that event, subject as
; Z' B8 |7 l, Z8 Phereinafter provided, the holders of Preferred Shares Series 18 will be, R+ ^9 o4 A4 b @2 M# f
entitled to receive notice of, and to attend, meetings of shareholders at which0 D$ g5 n& U- t3 L% {0 }
directors of the Bank are to be elected and will be entitled to one vote for
3 q- \' v; f ^) ^each Preferred Share Series 18 held. The voting rights of the holders of the
8 c0 Y7 a2 b: F0 fPreferred Shares Series 18 will forthwith cease upon payment by the Bank of( B0 d7 F7 z! i2 `& V
the first dividend on the Preferred Shares Series 18 to which the holders are
. ~4 Z- m- w- V8 [1 o" Yentitled thereunder subsequent to the time such voting rights first arose until- \0 E) v" v. t6 `: U8 a, V
such time as the Bank may again fail to declare the whole dividend on the9 }2 `7 {: n; I8 Q6 ^
Preferred Shares Series 18 in respect of any quarter, in which event such
( ?& g% O A' |; p3 C5 S8 O6 }voting rights will become effective again and so on from time to time.! E+ E( N0 }% r# Y) O& g* t
Principal Characteristics of the Preferred Shares Series 19
9 U" X: d7 s: o3 mDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
3 F6 r; k+ M+ `5 S0 E) hfloating rate non-cumulative preferential cash dividends, as and when
2 z# ^' d- q5 _$ J6 R$ B5 T: Ndeclared by the Board of Directors, subject to the provisions of the Bank Act,6 e, F, f6 o$ Q0 ]1 t% J' D
payable quarterly on the 25th day of February, May, August and November
" M7 W+ Z% \) j4 A9 L4 y, ein each year, in the amount per share determined by multiplying the
4 K w k% ~* N7 }! e) Y0 ~applicable Quarterly Floating Dividend Rate by $25.00.
* g: j0 \1 m$ h/ D* EOn the 30th day prior to the commencement of the initial quarterly dividend
5 {0 o$ g7 s" z/ Xperiod beginning on February 25, 2014, and on the 30th day prior to the first
# L. g& h$ ^+ O# gday of each subsequent quarterly dividend period (the initial quarterly
V" ]# k- U7 a# u( D" Mdividend period and each subsequent quarterly dividend period is referred to
" N5 x9 a* n/ V( Qas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the2 [2 a& [' O; u5 ]3 S$ J1 n
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
5 Z- ^5 [* T( E2 ZPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
) r. i- t c, H0 G+ IT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
$ i0 H, t4 z6 C4 O0 q" Uelapsed in the applicable Quarterly Floating Rate Period divided by 365)
* V# x: x5 z. S, x2 T0 edetermined on the 30th day prior to the first day of the applicable Quarterly
; ~3 u& p# `2 w2 F6 A0 g) `Floating Rate Period.+ ~: I# K& g+ ?! y: d/ b" w
S-5! h1 H5 ], h( R( S4 J D8 g% R {
If the Board of Directors does not declare a dividend, or any part thereof, on" b' T( _! `& y p! Q
the Preferred Shares Series 19 on or before the dividend payment date for a3 Z8 M- \6 k. {9 ]; x% j
particular quarter, then the entitlement of the holders of the Preferred
6 Y& c) r8 t/ M- ?/ oShares Series 19 to receive such dividend, or to any part thereof, for such
% L! _4 h' E9 W0 K. v. j" mquarter will be forever extinguished.
0 `7 ~- ^6 t2 f5 H7 F' MRedemption: Subject to the provisions of the Bank Act and to the prior consent of the4 o7 X6 _5 D' v
Superintendent and to the provisions described below under the heading$ A; g' ^6 [$ D1 @0 {; J4 j( J
‘‘Details of the Offering — Certain Provisions of the Preferred Shares r* u$ L4 n) F3 v( k* R4 D% Z& f7 f! t
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
* G6 H' t$ N& ?7 J; p: [on not more than 60 nor less than 30 days’ notice, the Bank may redeem all. l, H4 }) X+ j6 @# E6 }
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
. [; I4 ^+ _6 N2 doption without the consent of the holder, by the payment of an amount in
: @8 S+ d6 S0 J# w9 `) w( H: c" Xcash for each such share so redeemed of (i) $25.00 together with all declared
* E" S* q: H+ t, Qand unpaid dividends to the date fixed for redemption in the case of
3 n. L, ^$ d* s8 |% C9 `% w& `redemptions on February 25, 2019 and on February 25 every five years8 |+ ^6 [. {& f7 u" z5 U/ t4 x
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
1 e, r& m H6 M: ]the date fixed for redemption in the case of redemptions on any other date
2 w2 `* l2 ^" F4 oon or after February 25, 2014.7 y f. W1 d5 u, V( ]2 f8 i- H6 D
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
- I% a8 \) `5 ? wShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
4 [/ f) u; z1 I' [ jthe right, at their option, to convert, on February 25, 2019 and on
6 {' c1 v5 u. v4 [; j0 b: _8 U W7 Z# B2 EFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any- h. O/ n6 @) Z, y- b* ~
or all of their Preferred Shares Series 19 into an equal number of Preferred
# [- w# K& P7 M1 yShares Series 18 upon giving to the Bank written notice thereof not earlier; P" H( H; X- @4 [1 G, n8 K
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
4 d+ U4 J7 p* Y2 V8 k( H1 z" h& U15th day preceding, a Series 19 Conversion Date.- u) j; \ e! O4 B
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
+ P6 Q" U' m& `" JProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
4 ^6 a, p& `* ^$ ~2 ~: k. iSeries 18, as the case may be, that there would be outstanding on such+ U0 o7 T2 w5 v3 g% j
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19," B" N4 K+ D: Z5 x0 D8 \8 {
such remaining number of Preferred Shares Series 19 will automatically be
, v# A( [) a. b! B, l4 iconverted on such Series 19 Conversion Date into an equal number of
! w+ w: A+ _4 r3 y' s' oPreferred Shares Series 18. Additionally, if the Bank determines that, after
6 M4 m Q( d3 K6 P% E& Yconversion, there would be outstanding on such Series 19 Conversion Date6 {8 t# [% a4 e' r- B. T
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
" ?' b" m6 r8 s6 y8 C b5 L) i% ZSeries 19 will be converted into Preferred Shares Series 18.
' Y3 R; F, I4 K! LVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
% r0 s: [$ ]# Z" MSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
3 ~8 q$ ? `% m) |+ dany meeting of the shareholders of the Bank unless and until the first time at; p) u& ?$ v! B1 e1 Z+ j* O7 ^" ]! a
which the Board of Directors has not declared the whole dividend on the
7 Y. u: Y/ o' E$ f7 f3 FPreferred Shares Series 19 in any quarter. In that event, subject as
1 \, f& t6 ^$ [& _, \/ q- m$ F. rhereinafter provided, the holders of Preferred Shares Series 19 will be
) F6 u6 ^, N5 I! q$ n jentitled to receive notice of, and to attend, meetings of shareholders at which) I1 m' t. U( y
directors of the Bank are to be elected and will be entitled to one vote for$ F+ B& w! Y; r- P0 K
each Preferred Share Series 19 held. The voting rights of the holders of the" P# E) C$ e) y. Q
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
" R% j0 b ], T8 p" q3 t- Xthe first dividend on the Preferred Shares Series 19 to which the holders are( v6 b( t$ e+ H% X0 F3 w
entitled thereunder subsequent to the time such voting rights first arose until
1 d$ q) D8 U1 P5 c' q6 O+ y/ lsuch time as the Bank may again fail to declare the whole dividend on the* R9 b/ c! ~1 M
Preferred Shares Series 19 in respect of any quarter, in which event such! ^ ]# n9 @" A$ [! x3 X, y
voting rights will become effective again and so on from time to time.& J, O, X, ?% w" M
S-6
; e# x3 n. Q a' t' R$ QPriority: The preferred shares of each series of the Bank will rank on a parity with+ ?! R9 r# @* G, P9 o( ]$ \
every other series and are entitled to preference over the common shares of
# D# Y# h+ x! y' zthe Bank and over any other shares of the Bank ranking junior to the$ F3 t& [, y! z+ |& c0 V1 q9 C9 w% C
preferred shares with respect to the payment of dividends and upon any" x7 u# U# y6 B- C3 A$ u4 M
distribution of assets in the event of the liquidation, dissolution or" I$ `+ ] R! i% n/ U" M) Z& |
winding-up of the Bank.( s: ^ Y5 L: A1 P
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under+ b/ r4 L p3 f/ m$ d2 Y/ K0 C
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares6 f8 R3 p1 ~. M( }
Series 18 and Preferred Shares Series 19 will not be required to pay tax on- Q B, H' r& l& s; Q* t
dividends received on such shares under Part IV.1 of such Act. |
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