 鲜花( 26)  鸡蛋( 0)
|

楼主 |
发表于 2008-11-29 16:58
|
显示全部楼层
下面是BMO的:
$ a x. ~% S% j. u4 v5 oSUMMARY OF THE OFFERING
5 F& L2 |# | T) tThis 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’’.& ~8 t/ J, C& |6 [
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
8 @# Z I! H# uAmount: $150,000,000 (6,000,000 shares).- [. q1 C- I1 l$ c- J2 a+ N/ M# {
Price and Yield: $25.00 per share to yield initially 6.50% per annum./ |- Z8 f" y) y! R1 m
Principal Characteristics of the Preferred Shares Series 18) \( k' [9 {4 {5 V0 D% c# w
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
# Z7 A! W0 L. [ c+ M; Unon-cumulative preferential cash dividends, as and when declared by the
# I$ e4 h( \# i) N& O( F) mBoard of Directors, subject to the provisions of the Bank Act, for the initial
2 O; c, i) v6 `period commencing on the closing date and ending on and including3 |4 b, A$ ^' G7 p( \$ L
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
9 r4 n! t7 q! B8 U: ^25th day of February, May, August and November in each year, at a rate
" N/ ? W! |: F- ?/ b3 H, G: D* oequal to $0.40625 per share. The initial dividend, if declared, will be payable2 i! R; _" j9 p# h, e
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing9 _ |: q3 V6 b7 ~& O P
date of December 11, 2008.0 o/ ?$ z, g3 o
For each five-year period after the Initial Fixed Rate Period (each, a
) [5 k4 {' Q- b5 ?4 `; X' T‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares4 f! r, a1 I, n/ _
Series 18 will be entitled to receive fixed non-cumulative preferential cash$ R. v4 E) L+ L: Q: v2 o
dividends, as and when declared by the Board of Directors, subject to the
& X; C, M$ e7 L7 V7 K$ Xprovisions of the Bank Act, payable quarterly on the 25th day of February,+ y; n& w& j- r3 g6 K- g" V3 o
May, August and November in each year, in the amount per share per annum
2 \+ N) d; i4 m, Ldetermined by multiplying the Annual Fixed Dividend Rate applicable to
+ c% U8 o, P5 ysuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend6 Z- N$ O5 s7 @% U9 e) w. V1 U
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the4 L; ~$ D2 l2 z6 M
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day2 q3 L# D0 x8 Y' Z! H6 |, i; a, z/ p
of such Subsequent Fixed Rate Period and will be equal to the sum of the, K+ Y& p6 ?" l0 P! U5 v' s0 H0 f
Government of Canada Yield on the applicable Fixed Rate Calculation Date
, b8 T* y: {3 B, @8 g( Gplus 3.83%.
2 a% m: U) s7 q3 l6 G. D7 @If the Board of Directors does not declare a dividend, or any part thereof, on
: U$ F: _3 b' `5 Pthe Preferred Shares Series 18 on or before the dividend payment date for a
9 U# k) E8 u+ ~3 aparticular quarter, then the entitlement of the holders of the Preferred
; y' t9 I2 [( ]- d) o# ~Shares Series 18 to receive such dividend, or to any part thereof, for such
8 |% o7 P l" s2 m; d+ n- O0 S1 zquarter will be forever extinguished.
3 Z# J4 u$ s: @- jRedemption: Subject to the provisions of the Bank Act and to the prior consent of the$ ^' |1 ^4 f. ~$ p9 Q3 \
Superintendent and to the provisions described below under ‘‘Details of the
/ o: Z& C- J" u( V5 l1 t' M# `% BOffering — Certain Provisions of the Preferred Shares Series 18 as a
. [- \% `$ C9 o( N- D/ s* \3 ySeries — Restrictions on Dividends and Retirement of Shares’’, on
/ n7 b- u$ W& i5 t# ?3 JFebruary 25, 2014 and on February 25 every five years thereafter, on not' F* @0 ~8 h9 f; t% b1 \# @
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any) o$ f. J, [' H8 H
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
" J: p% g/ z# X) @: m/ Uwithout the consent of the holder, by the payment of an amount in cash for7 N' x" P1 K4 L( k/ d' r0 B1 e
each such share so redeemed of $25.00 together with all declared and unpaid
6 ?1 J# p. n# ndividends to the date fixed for redemption.- a8 r2 N i3 `0 I4 P
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
% b! x J* n+ K$ s7 K k& ]Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
/ j! q a. w7 @2 a$ w+ p# `( r: Gthe right, at their option, to convert, on February 25, 2014 and on8 r4 p' H+ {2 n% ]3 y( P
S-4: U6 { O3 L V' p
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
/ G5 V5 \% i6 N9 V% w) u' zor all of their Preferred Shares Series 18 into an equal number of Preferred
# B7 t7 \2 ^2 Z+ v' o( x# kShares Series 19 upon giving to the Bank notice thereof not earlier than7 C4 g$ ~3 L; Q0 h L7 |/ V$ M4 N
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
2 Y9 [( G: i ^5 qpreceding, a Series 18 Conversion Date.
1 s) {7 H" h( N6 VAutomatic Conversion If the Bank determines, after having taken into account all shares tendered% ]1 I' k9 [+ w- w
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
/ e0 ]; z( b& R" b- y& x9 G q& tSeries 19, as the case may be, that there would be outstanding on such. E# x! ?. K8 G) A j
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,3 A/ u R3 c9 ^; z0 N% Z
such remaining number of Preferred Shares Series 18 will automatically be
7 t. p$ L5 j/ v5 wconverted on such Series 18 Conversion Date into an equal number of; ^& X- ]) d7 O+ T6 n
Preferred Shares Series 19. Additionally, if the Bank determines that, after
7 W5 i& x- l2 Q0 B Tconversion, there would be outstanding on such Series 18 Conversion Date
% m* e$ L) B* U: l. f, F& zless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
7 n: ?1 F& e' S. ESeries 18 will be converted into Preferred Shares Series 19.( g. ?$ Z1 X. D" f# y% a7 o }
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
3 o5 e- {, d! rSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
* j9 F* ?( B( `3 f* Cany meeting of the shareholders of the Bank unless and until the first time at
( F- U! ^0 V Y: I5 L0 Q, l$ Q' dwhich the Board of Directors has not declared the whole dividend on the% f) q- _; L& [6 \, h6 d
Preferred Shares Series 18 in any quarter. In that event, subject as; x8 @6 W0 P" a4 }3 j% K- @7 k
hereinafter provided, the holders of Preferred Shares Series 18 will be- v& @8 H9 [; x6 a- R1 O6 i: T
entitled to receive notice of, and to attend, meetings of shareholders at which
! j4 C% W& b/ U7 m4 h6 l, tdirectors of the Bank are to be elected and will be entitled to one vote for
}. O8 o$ E! U* N$ {# Qeach Preferred Share Series 18 held. The voting rights of the holders of the' x; ~! O4 X8 X, \, O: s
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
/ G4 [. N/ M( K" x0 }0 @the first dividend on the Preferred Shares Series 18 to which the holders are9 C& b' Y: q5 s: Y! w/ l6 ]
entitled thereunder subsequent to the time such voting rights first arose until# i: u1 ~$ b9 W- [* e7 P9 k8 q
such time as the Bank may again fail to declare the whole dividend on the' N8 G S: j P+ [
Preferred Shares Series 18 in respect of any quarter, in which event such
; a# |% ^0 n8 q4 S4 Pvoting rights will become effective again and so on from time to time.7 R! g) F/ ?# F8 g# p. z7 {
Principal Characteristics of the Preferred Shares Series 19# S4 ]- p: I _$ E( f( I" v
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
6 M3 ^0 {% \! z& @- {6 q7 d' Nfloating rate non-cumulative preferential cash dividends, as and when
* ~; g& t" R; c# T5 fdeclared by the Board of Directors, subject to the provisions of the Bank Act,
8 J) {( R F- P; ~payable quarterly on the 25th day of February, May, August and November
: g; `# `+ ]& F& C6 Win each year, in the amount per share determined by multiplying the
; E4 n# |9 ^( ]* c2 aapplicable Quarterly Floating Dividend Rate by $25.00.
0 S- @9 i2 R: zOn the 30th day prior to the commencement of the initial quarterly dividend
+ R; o+ g/ }2 g, Nperiod beginning on February 25, 2014, and on the 30th day prior to the first
3 H, q. @ I9 P3 H3 n5 Aday of each subsequent quarterly dividend period (the initial quarterly
. l" l8 v4 e/ O3 @) w: l9 A/ Zdividend period and each subsequent quarterly dividend period is referred to' P1 k$ e" ~# ~/ h. B4 O7 O2 T' u; P
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
6 e, j$ F' S9 vQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate2 t9 r3 a7 Y* E x& P. q6 \
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
1 D9 K9 e: |+ ?/ f: @( u- D- LT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
* N3 y" u' `7 B; ~- ^6 A1 uelapsed in the applicable Quarterly Floating Rate Period divided by 365)8 y4 ] _( A6 t" y) m
determined on the 30th day prior to the first day of the applicable Quarterly
1 Y- U/ o/ ]0 g& z0 n& a$ l5 u M _9 TFloating Rate Period.& s4 D& Z6 O: ~3 g7 @+ T9 h! |
S-5/ n3 K1 f: Z6 A$ @1 D
If the Board of Directors does not declare a dividend, or any part thereof, on4 J# j4 Z. D3 f
the Preferred Shares Series 19 on or before the dividend payment date for a
) _0 L! H' F8 l1 ]" e1 Tparticular quarter, then the entitlement of the holders of the Preferred, ?7 ~* o3 l; n7 L( q/ f. |
Shares Series 19 to receive such dividend, or to any part thereof, for such9 ]* p$ z0 L+ d8 k) c4 j
quarter will be forever extinguished.
: X( O8 G p: q: v" P- w6 C+ K: tRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
3 z4 V4 X! w+ x# o9 C2 NSuperintendent and to the provisions described below under the heading; B7 j; v' s0 R" T& z
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
% [% k0 Q2 ~7 h. ~, n& A: x6 xSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
! u$ B% O' t( {, a0 H% l2 Won not more than 60 nor less than 30 days’ notice, the Bank may redeem all+ g$ w' C* B+ J8 x
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
3 R I4 J' ]3 I; c% Xoption without the consent of the holder, by the payment of an amount in
; W, Q* k" C6 qcash for each such share so redeemed of (i) $25.00 together with all declared# N3 |9 U- V3 C' X5 {! @! j
and unpaid dividends to the date fixed for redemption in the case of
f& |# G( l' P+ {redemptions on February 25, 2019 and on February 25 every five years
. i4 j7 O9 C$ r9 d+ c2 Hthereafter, or (ii) $25.50 together with all declared and unpaid dividends to5 Y7 y; K! S) ] O& F
the date fixed for redemption in the case of redemptions on any other date
, u! ^. q/ ~# {" |/ z) p+ p2 B4 S6 jon or after February 25, 2014.& X5 F8 X4 b! H' {5 {
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic# v/ b2 c3 M' L7 {% {% ^
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
( q L+ @* [3 rthe right, at their option, to convert, on February 25, 2019 and on
1 e# i9 [) [2 L% H X% zFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any+ X9 Y. J' w& M \! m
or all of their Preferred Shares Series 19 into an equal number of Preferred
, x/ I! A+ Y' J/ hShares Series 18 upon giving to the Bank written notice thereof not earlier
8 A% l1 o$ x6 Q. J5 kthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
?# ? \# O2 h& {8 y, p15th day preceding, a Series 19 Conversion Date.
- V& e {# }4 X& j$ gAutomatic Conversion If the Bank determines, after having taken into account all shares tendered3 b' r5 q: ?8 K
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares. O5 s# Q9 U7 _; \$ m) n
Series 18, as the case may be, that there would be outstanding on such
! G% d; W% ?6 D, b; k) q/ w ZSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
. l) A5 N/ m/ G U; _4 Zsuch remaining number of Preferred Shares Series 19 will automatically be0 A' m- i( }# S) K
converted on such Series 19 Conversion Date into an equal number of& Z% A' R4 v7 m1 F2 v: x5 h
Preferred Shares Series 18. Additionally, if the Bank determines that, after: L6 {% ?% |- x: S' K' R1 |1 k5 U$ N
conversion, there would be outstanding on such Series 19 Conversion Date. ?* p1 I; c% f: ?1 }0 e% m6 D# w
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares" T" S& A$ x& u' Y _6 B: E1 x
Series 19 will be converted into Preferred Shares Series 18.
% A) A/ E/ M0 Z& oVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares3 {/ q* p! L8 e0 W' S k, N/ ]2 R
Series 19 will not be entitled as such to receive notice of, attend, or vote at,+ [$ ?" R( ?2 n3 r+ L
any meeting of the shareholders of the Bank unless and until the first time at
' A% w' P) C5 w. U1 m, Xwhich the Board of Directors has not declared the whole dividend on the( W0 j2 H8 ~, t+ ? Y- I
Preferred Shares Series 19 in any quarter. In that event, subject as
$ {# @5 }# J4 h4 d5 l# d) bhereinafter provided, the holders of Preferred Shares Series 19 will be
( [0 ^# Y- P. C; j2 w: `entitled to receive notice of, and to attend, meetings of shareholders at which
$ z) ^' l7 I7 B/ k& I( T" S1 Cdirectors of the Bank are to be elected and will be entitled to one vote for5 w- Y8 t1 ]7 Y$ Y) O. O( Y
each Preferred Share Series 19 held. The voting rights of the holders of the" Y U( Y7 @1 J' J" }
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of5 v2 _6 O% l* W
the first dividend on the Preferred Shares Series 19 to which the holders are& ?* t8 j0 P {
entitled thereunder subsequent to the time such voting rights first arose until
& A9 M# j+ G9 y' u8 ^4 E4 Nsuch time as the Bank may again fail to declare the whole dividend on the
' w0 ^, y% o7 w+ ?1 _6 GPreferred Shares Series 19 in respect of any quarter, in which event such
% Y, G* _/ z2 E# q8 N% Svoting rights will become effective again and so on from time to time.) |' |; ^: a3 v* n
S-6% o2 Y) `" m; h9 B
Priority: The preferred shares of each series of the Bank will rank on a parity with, K! {* S# ~' S4 k9 I' q. _
every other series and are entitled to preference over the common shares of3 q- Y& \% V% s4 j) w
the Bank and over any other shares of the Bank ranking junior to the
5 d* j% j& y( }- F# ]* Lpreferred shares with respect to the payment of dividends and upon any
, h2 J4 ~* g9 \/ udistribution of assets in the event of the liquidation, dissolution or- `1 I; D3 S4 n/ u9 f; S9 o/ y
winding-up of the Bank." `7 n7 p0 f! i9 G
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
& o) w8 u O; {) B, O* `7 eDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares5 Z' E5 x3 c) ]- D- A
Series 18 and Preferred Shares Series 19 will not be required to pay tax on# J" {+ v; g4 m
dividends received on such shares under Part IV.1 of such Act. |
|