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发表于 2008-11-29 16:58
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下面是BMO的:4 l" k* W/ R! l9 P, r, \
SUMMARY OF THE OFFERING* t4 l9 b/ l7 a o& \
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’’.
9 M! y- c5 |- a1 E jIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.( ] ]8 f6 Y* |. I3 o
Amount: $150,000,000 (6,000,000 shares).8 m: ?( P [/ j# P
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
4 I; p6 l, w6 Y8 IPrincipal Characteristics of the Preferred Shares Series 181 j& u3 {9 R+ Y- q0 T7 o
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
" w" f2 T: |' s; u! q+ E, L- Inon-cumulative preferential cash dividends, as and when declared by the' p6 s4 Z7 z9 _
Board of Directors, subject to the provisions of the Bank Act, for the initial$ Q( w* D; [( A& M, X' @2 W
period commencing on the closing date and ending on and including
% f& {, K/ U* z$ J& m, B6 @February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
8 `: [ ?# }/ @' f7 y' Y' R25th day of February, May, August and November in each year, at a rate
* X" _: K# O$ e# s: Xequal to $0.40625 per share. The initial dividend, if declared, will be payable
/ \6 B4 d/ ?0 A/ p) [9 J3 ]May 25, 2009 and will be $0.73459 per share, based on the anticipated closing1 o! R% V6 D# K0 k/ Y1 Q/ M
date of December 11, 2008. o& _: Y3 D+ Y# d) t) B# q! }
For each five-year period after the Initial Fixed Rate Period (each, a3 u1 G( b0 C/ f6 j$ v! m( U; W
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares/ j# e, v8 V$ `
Series 18 will be entitled to receive fixed non-cumulative preferential cash
% W9 f7 u) l R6 T! a1 vdividends, as and when declared by the Board of Directors, subject to the: c, @" b% u* ?2 o( l* x
provisions of the Bank Act, payable quarterly on the 25th day of February,
* m. t" O5 ~/ o: J$ L' ?0 FMay, August and November in each year, in the amount per share per annum
% q1 T! I: j& V$ Z: m# Zdetermined by multiplying the Annual Fixed Dividend Rate applicable to% N& d; Y% r$ V+ E( I$ A% \0 A
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
2 E A$ p k, }4 @ DRate for the ensuing Subsequent Fixed Rate Period will be determined by the8 H. \' o6 j, U, |/ P; {- I. [7 z
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day3 _- L6 ?* M. \, a, g
of such Subsequent Fixed Rate Period and will be equal to the sum of the
# P& D( R/ q& W, p( R( T. {Government of Canada Yield on the applicable Fixed Rate Calculation Date
! m# q! e1 d) A- S" H, t, @plus 3.83%.
X0 _+ J7 J6 x$ q* pIf the Board of Directors does not declare a dividend, or any part thereof, on
# }( L8 Z+ m) l8 E% E; X0 H# Q* fthe Preferred Shares Series 18 on or before the dividend payment date for a4 c8 y; @; m0 E- x6 H# a$ w
particular quarter, then the entitlement of the holders of the Preferred
: |) m t, M. B$ MShares Series 18 to receive such dividend, or to any part thereof, for such
0 x% J9 ^9 e3 ~* bquarter will be forever extinguished.2 B5 \ q3 a5 W& s% \6 P
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
0 Q! d3 S4 }3 P% N" x9 d: m( XSuperintendent and to the provisions described below under ‘‘Details of the6 B1 z. V/ F0 O% k/ L
Offering — Certain Provisions of the Preferred Shares Series 18 as a
7 W8 ^$ I S6 S j! |/ ?9 {8 }Series — Restrictions on Dividends and Retirement of Shares’’, on5 ?6 ]4 Q- _ p# M% U( @& L+ V
February 25, 2014 and on February 25 every five years thereafter, on not' s% l0 b; r# J) J3 B r; M
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any9 D/ w# w/ s7 c2 U% t( \( d4 k
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
- x) G2 x- y) f0 I7 Z, W6 ~without the consent of the holder, by the payment of an amount in cash for) M. X. S9 U, L$ s
each such share so redeemed of $25.00 together with all declared and unpaid8 }$ I4 [; M9 X5 P. G
dividends to the date fixed for redemption.
, Q1 Z2 l$ O! @$ k$ k( aConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
3 C- b( s4 n2 G$ MShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
6 I/ }2 J* A+ i) Q% athe right, at their option, to convert, on February 25, 2014 and on. U/ z# V8 o) l; R1 g
S-4
8 [* h2 R. d( _2 J% l, oFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
, r& L+ ]' f+ xor all of their Preferred Shares Series 18 into an equal number of Preferred. D/ D4 X1 l# z" Q. g
Shares Series 19 upon giving to the Bank notice thereof not earlier than
. m) G5 C( s2 u8 x* A/ x0 G# t30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
8 k) f6 I4 X( Wpreceding, a Series 18 Conversion Date." E& C, D9 [" O0 s# h
Automatic Conversion If the Bank determines, after having taken into account all shares tendered) ~4 c$ D* R' D$ s6 b
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares# M; h. h' A4 G
Series 19, as the case may be, that there would be outstanding on such9 u+ n0 K0 }; `9 s" n0 W
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
1 f+ {" G! N+ E+ msuch remaining number of Preferred Shares Series 18 will automatically be
/ m. u6 F! X) f7 \5 Pconverted on such Series 18 Conversion Date into an equal number of
7 U* ?: S9 E+ X9 CPreferred Shares Series 19. Additionally, if the Bank determines that, after' h8 t2 b5 v; f2 X n2 Z) R
conversion, there would be outstanding on such Series 18 Conversion Date/ b' I, z* x4 `5 N+ Z0 d
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares' v" f7 S a, ]5 T2 \/ }
Series 18 will be converted into Preferred Shares Series 19.* L% A( j2 d) C; \4 j
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares: ]- q$ T. n# ]$ T
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
) o c# G* c f( ~4 v- yany meeting of the shareholders of the Bank unless and until the first time at
9 P, I2 d) C0 ?/ T% h2 o5 rwhich the Board of Directors has not declared the whole dividend on the
' a% p* l+ r7 I% v+ OPreferred Shares Series 18 in any quarter. In that event, subject as
) ^ A" z7 R. H7 }hereinafter provided, the holders of Preferred Shares Series 18 will be o! V7 |7 W7 r0 w: p$ P% d
entitled to receive notice of, and to attend, meetings of shareholders at which$ b# L7 s- W/ o" ^- R
directors of the Bank are to be elected and will be entitled to one vote for8 F- Y& W/ @. F% s' O' K
each Preferred Share Series 18 held. The voting rights of the holders of the) n5 J5 y6 s% O$ h7 t( y+ N5 v
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of! D$ o+ K! R5 g6 E7 k2 ^
the first dividend on the Preferred Shares Series 18 to which the holders are! S6 b+ a7 s2 T- I; t: X
entitled thereunder subsequent to the time such voting rights first arose until4 [9 b! H4 G% ~, G( Q! M, m: ^( {
such time as the Bank may again fail to declare the whole dividend on the& g* a. J0 w8 K9 @! ]0 {% V1 F
Preferred Shares Series 18 in respect of any quarter, in which event such
- A7 U, g+ c! R/ }/ q# i. Z# z! L- Tvoting rights will become effective again and so on from time to time.
1 ~; n4 J k+ e ?# |Principal Characteristics of the Preferred Shares Series 190 F) J( q- `4 P
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
# e5 I5 ]2 b0 U- y6 A0 f ?floating rate non-cumulative preferential cash dividends, as and when
3 X+ M$ T3 ~3 Y2 Cdeclared by the Board of Directors, subject to the provisions of the Bank Act,5 k! K( |3 K$ D; G O$ I
payable quarterly on the 25th day of February, May, August and November0 `9 N; F9 i% D$ ]5 m* \1 `' f
in each year, in the amount per share determined by multiplying the
! \1 W3 |/ s: N wapplicable Quarterly Floating Dividend Rate by $25.00.
( i& ~$ F! Z2 \6 `On the 30th day prior to the commencement of the initial quarterly dividend
; P: s2 b0 o6 r! }6 dperiod beginning on February 25, 2014, and on the 30th day prior to the first1 \7 b% F8 I2 a) x0 a+ L
day of each subsequent quarterly dividend period (the initial quarterly/ n$ j x1 g, z. _! h* |
dividend period and each subsequent quarterly dividend period is referred to/ t; g* u0 S; P0 u
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the& W1 P6 X. a( E# {5 ?- d
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
1 P. q. ~5 W) B, oPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
6 M1 h- r% H8 Q/ T, `: t) k! AT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days1 E, h+ s/ n; B. g
elapsed in the applicable Quarterly Floating Rate Period divided by 365)' f; H0 O0 }1 R- q
determined on the 30th day prior to the first day of the applicable Quarterly
1 N& j: {3 X; N k/ f2 zFloating Rate Period.
1 v- b$ _) F9 F. \S-54 s9 J- ?( _& x0 Z8 _4 n3 P: X
If the Board of Directors does not declare a dividend, or any part thereof, on+ p3 h! P& |0 I0 u8 j4 u
the Preferred Shares Series 19 on or before the dividend payment date for a" F4 I- C. L+ }# Q" j6 Q
particular quarter, then the entitlement of the holders of the Preferred& o4 A9 v* R0 s4 C% `
Shares Series 19 to receive such dividend, or to any part thereof, for such \) X& f( y/ N( ]
quarter will be forever extinguished.1 h0 n" k% ^2 a: P6 G$ {0 c
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the" J+ ~* x3 Z8 P+ D' ]7 x
Superintendent and to the provisions described below under the heading: r- b8 D. n- U8 y' ]
‘‘Details of the Offering — Certain Provisions of the Preferred Shares! j3 C0 D4 t, a
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,1 s7 Y. c' N6 L& J+ c
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all, h* m+ o+ c3 M$ k" K, L
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s/ q) V0 ?$ N% Z9 H9 ^( b
option without the consent of the holder, by the payment of an amount in
6 `9 r( H p3 z \6 ` Icash for each such share so redeemed of (i) $25.00 together with all declared% y+ V$ v, f J! j
and unpaid dividends to the date fixed for redemption in the case of
- T* f$ _- ?7 \8 _ hredemptions on February 25, 2019 and on February 25 every five years
- ?5 k6 s; h9 |, {8 tthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
3 l, h; k9 H; q5 g" y# ?' w7 M$ p( tthe date fixed for redemption in the case of redemptions on any other date
1 M# A; H: j# u+ `on or after February 25, 2014.: s( N6 Q/ a8 u. \
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic0 y. F+ r6 y) w: p
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
) W; T& u/ T9 \% y! rthe right, at their option, to convert, on February 25, 2019 and on
6 R' _5 R& n5 k0 g9 U& gFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
7 {; x1 K/ r2 oor all of their Preferred Shares Series 19 into an equal number of Preferred
8 U5 G! ~) m4 z o9 C M8 dShares Series 18 upon giving to the Bank written notice thereof not earlier
2 ?" y/ J5 P5 G4 Vthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the0 O! n. E. B( R$ p, D& G
15th day preceding, a Series 19 Conversion Date.
) B n1 _; [3 p1 ?/ J& q# b. v. [6 nAutomatic Conversion If the Bank determines, after having taken into account all shares tendered' M. U9 {7 i% q' @/ X( P$ O0 e7 d- p
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares' ]& c5 P3 L% v
Series 18, as the case may be, that there would be outstanding on such$ s0 G$ N& y6 T1 `: v" d K" w
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
+ M5 @! d0 ]; N! Qsuch remaining number of Preferred Shares Series 19 will automatically be
) O! i% i( s% F6 Y' v* p1 [4 n0 L+ d) D' Kconverted on such Series 19 Conversion Date into an equal number of0 z/ s, E, h7 p- A( @
Preferred Shares Series 18. Additionally, if the Bank determines that, after
) s, e7 `9 \7 z6 t9 k1 Tconversion, there would be outstanding on such Series 19 Conversion Date$ W- R8 K6 j0 ?4 V
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares, d* n8 T8 C y; q
Series 19 will be converted into Preferred Shares Series 18.
0 c4 J* P9 s7 ]2 b3 ?- V9 YVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
$ j% F& |2 y+ P& u$ n0 oSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
7 e( @7 M. h; ~7 K9 |. q5 o/ pany meeting of the shareholders of the Bank unless and until the first time at
1 L) Y0 b) s4 s2 h. U# vwhich the Board of Directors has not declared the whole dividend on the
1 {' R: w, ^( {Preferred Shares Series 19 in any quarter. In that event, subject as; [; M% t" _0 Z/ R/ q
hereinafter provided, the holders of Preferred Shares Series 19 will be
! d* t, i& C5 y- I, `entitled to receive notice of, and to attend, meetings of shareholders at which
4 K) I) c& H" Wdirectors of the Bank are to be elected and will be entitled to one vote for
0 ~ V/ v% q. heach Preferred Share Series 19 held. The voting rights of the holders of the
9 I5 W. f6 M/ ]' SPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
. ^( a9 ~- J# l; n4 hthe first dividend on the Preferred Shares Series 19 to which the holders are9 A' m1 n- m9 D8 n: R
entitled thereunder subsequent to the time such voting rights first arose until
/ x- j3 e4 k" B% t/ d! o; esuch time as the Bank may again fail to declare the whole dividend on the% w5 k0 A/ O$ O. n9 p: J Z
Preferred Shares Series 19 in respect of any quarter, in which event such
8 a: g! C9 j8 r/ `# Y# U+ fvoting rights will become effective again and so on from time to time.: W8 Q8 O& }5 P) q$ d3 V4 Q3 n
S-6
) `& C. W2 E) g8 ]' P3 o8 d4 cPriority: The preferred shares of each series of the Bank will rank on a parity with
, U9 [9 {0 V( p- h, Wevery other series and are entitled to preference over the common shares of
b9 h7 Q4 n m# s% Z3 c) Z- wthe Bank and over any other shares of the Bank ranking junior to the5 H3 S+ z# w4 F4 a
preferred shares with respect to the payment of dividends and upon any5 F! [9 n* D! i/ u
distribution of assets in the event of the liquidation, dissolution or
2 _ |7 L& O9 ?$ K$ [winding-up of the Bank.9 V) h) M6 H$ r8 M) I6 y
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
7 ?6 ?7 o6 n' G7 t' K+ H3 s+ rDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
' V1 }/ y7 P4 Y: Y! n: X; b' aSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
* f z8 |# I7 `% Edividends received on such shares under Part IV.1 of such Act. |
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