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发表于 2008-11-29 16:58
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下面是BMO的:
8 }; m$ P) v# l$ Z2 d" B" U4 e0 v5 QSUMMARY OF THE OFFERING
- M' `; w3 ]& r+ N6 H1 N& c3 oThis 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’’.
$ g: }8 P Z# t1 u2 y6 E+ tIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.; k4 K2 Q: k+ X5 j3 T W& a
Amount: $150,000,000 (6,000,000 shares).) C: X/ M0 [1 a6 R E/ R7 w, H
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
' P/ a9 R" K: k4 @Principal Characteristics of the Preferred Shares Series 181 b' J- j: b) S8 ]" ]) ~: z
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
1 v" S1 X* Q% Z7 pnon-cumulative preferential cash dividends, as and when declared by the- D' W9 Z$ |- ^; g% {
Board of Directors, subject to the provisions of the Bank Act, for the initial5 c. {" K5 f$ Y$ q$ e' V: j, {9 y
period commencing on the closing date and ending on and including
4 H7 R. H) e* h) z, j$ ], A+ CFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the2 w- e( n; m* {. p8 h ^
25th day of February, May, August and November in each year, at a rate- F" c# r3 A3 v1 m
equal to $0.40625 per share. The initial dividend, if declared, will be payable
& o+ C/ g+ j0 k& D: J( XMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
5 q9 W, |5 E1 [6 e5 c, sdate of December 11, 2008.
/ X: Q8 a5 l/ U# HFor each five-year period after the Initial Fixed Rate Period (each, a4 I% \ K, t* o+ b
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
% a% C- @$ U" w Q1 q+ x, r/ cSeries 18 will be entitled to receive fixed non-cumulative preferential cash
1 t' ^0 _- @# W6 T9 N7 b+ l- Qdividends, as and when declared by the Board of Directors, subject to the
3 Z1 M/ |6 M9 eprovisions of the Bank Act, payable quarterly on the 25th day of February,9 j# S6 B0 [2 B) s% @; S: }7 s
May, August and November in each year, in the amount per share per annum, s9 |) I1 F9 w1 J
determined by multiplying the Annual Fixed Dividend Rate applicable to5 v5 ~% t5 O: J+ I% R" G( j/ f5 @
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend" A0 P& w6 F8 t N5 T0 X
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the/ `/ V5 E4 {. O# O4 B/ R1 M
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day% S9 ?! ~+ \6 ^) [! Q
of such Subsequent Fixed Rate Period and will be equal to the sum of the
! q& T/ `' f9 A7 S' pGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
- L2 l: \/ h& Yplus 3.83%.* M3 v3 A% l7 Y9 o+ E* I2 d: A; F5 C
If the Board of Directors does not declare a dividend, or any part thereof, on& ~1 n& u, F! `
the Preferred Shares Series 18 on or before the dividend payment date for a
! q7 K' l7 g/ Y2 J1 Nparticular quarter, then the entitlement of the holders of the Preferred* L/ x* D$ |4 n0 M( V+ T
Shares Series 18 to receive such dividend, or to any part thereof, for such; L8 B N7 H$ k2 C) g1 G
quarter will be forever extinguished.: [8 S/ J2 W+ B. }/ p& B
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the! r d, i4 x: R
Superintendent and to the provisions described below under ‘‘Details of the5 y( G+ h$ N0 Y3 [9 _2 v
Offering — Certain Provisions of the Preferred Shares Series 18 as a, B# u1 w" M& A. y
Series — Restrictions on Dividends and Retirement of Shares’’, on
+ G( B, d/ q# p7 BFebruary 25, 2014 and on February 25 every five years thereafter, on not4 k2 L/ G: B4 z- ~7 [; u
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any! G7 q4 R/ Z- ]9 {
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
& x T& z7 I9 Ewithout the consent of the holder, by the payment of an amount in cash for
! r1 E: d9 }! M; G. L$ ?9 Y; P( feach such share so redeemed of $25.00 together with all declared and unpaid
6 d; ?$ |/ B! q3 M7 V/ o1 ndividends to the date fixed for redemption.
7 ~! e, f7 ^1 ]+ N9 zConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
# E* ?. z: A3 zShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
5 `0 H, D/ Z' \1 m3 R- q4 h, wthe right, at their option, to convert, on February 25, 2014 and on8 x" B3 S3 c3 H5 c
S-47 F, k# D1 [: ]2 W+ v
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any- u+ O6 d# F! L& N
or all of their Preferred Shares Series 18 into an equal number of Preferred5 U1 j' P2 ^0 ?& l! r" S3 \
Shares Series 19 upon giving to the Bank notice thereof not earlier than9 d. t3 m- n3 T% Q. c
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
/ I! `, b5 j1 ?preceding, a Series 18 Conversion Date.
' B# G( [. f4 ]4 n! }2 N1 J* eAutomatic Conversion If the Bank determines, after having taken into account all shares tendered8 e6 Z; G9 h: g+ @2 o2 a- d
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
+ Z& g6 h. S) {- B4 `$ DSeries 19, as the case may be, that there would be outstanding on such4 t3 Q* x9 I& L0 G! n: j/ Y
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
" }+ i3 U2 N* R9 i8 b) z* Asuch remaining number of Preferred Shares Series 18 will automatically be
+ f. C0 t3 B% g! ~7 Oconverted on such Series 18 Conversion Date into an equal number of
% G) Q7 P) B S. gPreferred Shares Series 19. Additionally, if the Bank determines that, after: c7 t- J8 Q7 W: Q: p
conversion, there would be outstanding on such Series 18 Conversion Date
6 m7 b# a4 s' I$ [4 G" s" I. Rless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
- P# D) x1 y$ L' Z1 A( RSeries 18 will be converted into Preferred Shares Series 19.) ?! `% D* F: a! _0 t4 @& o
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares4 n: g% f; J. U' y# ?
Series 18 will not be entitled as such to receive notice of, attend, or vote at,- Z( i; e; _& X8 M# Q( \. M- K9 L
any meeting of the shareholders of the Bank unless and until the first time at
5 d& g8 |7 T' i9 Q$ n' `which the Board of Directors has not declared the whole dividend on the" x! ^0 }+ Y: W& ]7 q
Preferred Shares Series 18 in any quarter. In that event, subject as% r. K1 b9 Q' s- U: r6 o
hereinafter provided, the holders of Preferred Shares Series 18 will be# p/ R' i; L7 R5 b) l2 U, M$ ^6 k
entitled to receive notice of, and to attend, meetings of shareholders at which
, I- j0 h# N4 J# `directors of the Bank are to be elected and will be entitled to one vote for7 `; f* w8 U x @) H
each Preferred Share Series 18 held. The voting rights of the holders of the4 f' q+ F! Y+ Y& M
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of! I* u3 I/ K t$ R2 ~; D$ z( z
the first dividend on the Preferred Shares Series 18 to which the holders are- s) X- u+ f2 z W4 t
entitled thereunder subsequent to the time such voting rights first arose until- e/ }* b7 I3 D
such time as the Bank may again fail to declare the whole dividend on the
/ j% y/ v. x& _6 Q- v/ n7 h2 RPreferred Shares Series 18 in respect of any quarter, in which event such3 s5 z( W) X% u" z4 f1 d" C7 K
voting rights will become effective again and so on from time to time.
6 z6 ^; R. c+ ~# }+ n0 ]4 RPrincipal Characteristics of the Preferred Shares Series 19
! q0 \% o$ |% N1 Q6 I, [7 rDividends: The holders of the Preferred Shares Series 19 will be entitled to receive t% b) E7 ^- v, t/ J8 L
floating rate non-cumulative preferential cash dividends, as and when3 _6 ]% V8 o5 c2 F7 x4 x+ N4 B
declared by the Board of Directors, subject to the provisions of the Bank Act,
' I, y d5 h6 j% v ~2 G! P; ]payable quarterly on the 25th day of February, May, August and November
4 {' W2 j3 x6 R2 v$ s0 E; iin each year, in the amount per share determined by multiplying the
" b4 ^3 `/ T$ X" c7 Tapplicable Quarterly Floating Dividend Rate by $25.00.9 K3 u' K& X( F) W% K( w
On the 30th day prior to the commencement of the initial quarterly dividend
7 K' }3 v8 X- _& Lperiod beginning on February 25, 2014, and on the 30th day prior to the first, [( Q& A; H2 i! o( {
day of each subsequent quarterly dividend period (the initial quarterly6 Q+ D/ m0 ?. O
dividend period and each subsequent quarterly dividend period is referred to
6 d2 e" t& S; Q1 f" p; has a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
; o/ ~2 Q, A& ?! UQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
# D' q0 q N6 ^/ y& {& VPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
- x/ z' C$ A. h |& W. u8 @T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
. J# o7 j8 o( P3 c1 v/ z# Felapsed in the applicable Quarterly Floating Rate Period divided by 365): o5 c e. i2 s
determined on the 30th day prior to the first day of the applicable Quarterly
# A9 g" J- e0 }6 }+ n8 R4 }6 r( ?Floating Rate Period." T9 J$ o3 S# ~ Z- c+ y; u8 c
S-5
1 k5 T( z O- o! W; R- {6 PIf the Board of Directors does not declare a dividend, or any part thereof, on
+ f6 H: s+ Y' a0 tthe Preferred Shares Series 19 on or before the dividend payment date for a! v$ W( A7 \/ W# [
particular quarter, then the entitlement of the holders of the Preferred9 W( {/ [0 I. d) @9 B
Shares Series 19 to receive such dividend, or to any part thereof, for such
; V" X1 p2 Z1 w$ T4 `quarter will be forever extinguished.: E+ A9 U/ y8 B* B$ [) Z
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the0 b: ?& z1 j4 U% X& o3 N
Superintendent and to the provisions described below under the heading
0 U' S9 t3 ^. v2 |; C% J3 i& e‘‘Details of the Offering — Certain Provisions of the Preferred Shares
, z1 Y. o' R% \ D. DSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
* \6 A# r' E0 C% {/ n: ?on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
0 g3 y( m7 S: Q5 ior any part of the then outstanding Preferred Shares Series 19, at the Bank’s9 ]# L) U2 @1 B
option without the consent of the holder, by the payment of an amount in
* _: r/ h1 f* y" \1 ~) I, q! pcash for each such share so redeemed of (i) $25.00 together with all declared3 o3 |1 i9 Q9 D, {
and unpaid dividends to the date fixed for redemption in the case of& ]9 x6 h6 \ Y+ X
redemptions on February 25, 2019 and on February 25 every five years
4 ^' Q J4 w1 B+ z' k2 Bthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
* \9 b" a4 G& m9 t8 wthe date fixed for redemption in the case of redemptions on any other date
& r, k" T6 F* z8 b! k6 H$ r" Eon or after February 25, 2014.3 V) u I4 t* v8 E$ i0 N- m( V
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic" y: [" r) E# M9 e' z
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
& p/ q% @* E1 s' N1 h5 Wthe right, at their option, to convert, on February 25, 2019 and on) R* o9 \% u$ U9 T$ f
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
$ f" Y7 f; g' E- |( C( mor all of their Preferred Shares Series 19 into an equal number of Preferred
; U+ e a) G3 D3 w- D6 S! hShares Series 18 upon giving to the Bank written notice thereof not earlier
- K- o6 q& C$ l$ `$ b4 i9 `- ?" I/ |than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the% ~5 o. \2 m+ J3 ]9 B$ F# v4 ~
15th day preceding, a Series 19 Conversion Date.1 Y6 Z0 i- J: h- n8 p w1 b
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
( L) ?" y2 J" ^$ U- z9 y) \) rProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
' b! L- W( [- m# ^$ `$ Q+ a; P# FSeries 18, as the case may be, that there would be outstanding on such1 k$ w" \6 A) |1 L; ]$ |! F
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,! L$ D/ ^5 e6 A+ p% A4 i
such remaining number of Preferred Shares Series 19 will automatically be
. n3 B6 J+ R' T" jconverted on such Series 19 Conversion Date into an equal number of
0 h3 ?- b/ l, w" H6 m9 r: a4 `! FPreferred Shares Series 18. Additionally, if the Bank determines that, after
- U0 R7 d+ \" X, o4 H2 ~conversion, there would be outstanding on such Series 19 Conversion Date
7 a5 D8 A$ m m; w8 O: ?. S" g6 uless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
: f! ~8 M5 I6 C4 {, ?" S4 }# lSeries 19 will be converted into Preferred Shares Series 18." ?5 e8 M9 t9 }2 i" }, f
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
5 V! z) d/ z' ASeries 19 will not be entitled as such to receive notice of, attend, or vote at,4 Y: ~. r/ E e' O7 M. o
any meeting of the shareholders of the Bank unless and until the first time at$ A5 C& P+ I6 F2 E
which the Board of Directors has not declared the whole dividend on the
# m- P* V6 U: s+ aPreferred Shares Series 19 in any quarter. In that event, subject as' r3 ]) v2 a& b. a% f* x; P% i/ C; Q
hereinafter provided, the holders of Preferred Shares Series 19 will be6 c; R$ f4 k) z3 @3 V5 Y+ e1 j
entitled to receive notice of, and to attend, meetings of shareholders at which! [) Y% l: i2 C: S6 C
directors of the Bank are to be elected and will be entitled to one vote for
+ Y( @0 P( }% E# _# {: n4 y9 ieach Preferred Share Series 19 held. The voting rights of the holders of the& k8 z2 H! D2 F! s# ]& b) N
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of- n* c Q: u& ?' r
the first dividend on the Preferred Shares Series 19 to which the holders are
. q T* g+ h) N* I$ Sentitled thereunder subsequent to the time such voting rights first arose until
% S. @6 Z8 J/ _, G. ysuch time as the Bank may again fail to declare the whole dividend on the c; Y2 Q2 S7 J
Preferred Shares Series 19 in respect of any quarter, in which event such2 C, r+ r f3 r. S$ F
voting rights will become effective again and so on from time to time.' L! M! V4 C1 v9 R5 Q5 [
S-6
! S1 R9 M/ j. vPriority: The preferred shares of each series of the Bank will rank on a parity with0 p, C2 y/ N/ i- ~
every other series and are entitled to preference over the common shares of
, w' l+ T! |) T& r# p T3 F' [the Bank and over any other shares of the Bank ranking junior to the0 Y& R$ f2 T7 N; `
preferred shares with respect to the payment of dividends and upon any
0 t- A/ ~! V5 L% s3 c. q% C1 Hdistribution of assets in the event of the liquidation, dissolution or
, i1 y* z+ r0 ywinding-up of the Bank.$ a2 q2 x6 M8 H) B6 D
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under5 G( a0 C$ T; a, @9 M; _
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
% p1 a% g$ v/ J. J) \4 m% h9 VSeries 18 and Preferred Shares Series 19 will not be required to pay tax on& x0 k6 ^4 f& a
dividends received on such shares under Part IV.1 of such Act. |
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