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发表于 2008-11-29 16:58
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下面是BMO的:
- J' z$ d& S- G% O, oSUMMARY OF THE OFFERING
9 I u" b; ` g+ s: z3 XThis 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’’.
- z& m+ P+ q( oIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
0 u# R% M3 Q2 _- ^. lAmount: $150,000,000 (6,000,000 shares).
! Y3 Y0 O1 j" E$ E+ ^Price and Yield: $25.00 per share to yield initially 6.50% per annum. \0 M; E: t2 x
Principal Characteristics of the Preferred Shares Series 182 U. |1 ^6 \1 U9 ~# K
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
5 B; U/ t2 Q: `8 b5 f2 hnon-cumulative preferential cash dividends, as and when declared by the
/ M% [4 n; Y0 |" IBoard of Directors, subject to the provisions of the Bank Act, for the initial
. {4 `5 d) C- c% G/ h/ f, Lperiod commencing on the closing date and ending on and including. n8 ]$ T$ J m
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
9 d0 |3 b) w/ B `% _9 E25th day of February, May, August and November in each year, at a rate
2 b' n6 R- g( C4 v1 U) t Xequal to $0.40625 per share. The initial dividend, if declared, will be payable Z4 ^' h. y- a" V: b/ V8 E
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing6 t8 _' t5 b5 L3 l
date of December 11, 2008., C3 l3 n) m( X9 C# c# J
For each five-year period after the Initial Fixed Rate Period (each, a
f' ?$ F+ q2 [( C) S‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
4 o9 K5 J& c" c6 l* KSeries 18 will be entitled to receive fixed non-cumulative preferential cash
! I/ ?4 A- u( u/ s0 A, C5 Zdividends, as and when declared by the Board of Directors, subject to the
* ?+ S+ L7 S+ mprovisions of the Bank Act, payable quarterly on the 25th day of February,6 z7 j+ g" c+ f/ f5 H+ @1 X0 a) h( T
May, August and November in each year, in the amount per share per annum
/ p- \0 t( u! Y. Fdetermined by multiplying the Annual Fixed Dividend Rate applicable to) J; n$ v0 c6 R3 B
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
# H0 [5 e+ w0 e# D% l+ r1 wRate for the ensuing Subsequent Fixed Rate Period will be determined by the) G2 o4 ]% G4 [$ U- y, S$ R
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
' {4 H5 R0 ~. F% |of such Subsequent Fixed Rate Period and will be equal to the sum of the
: l& B( v( W9 I/ t2 @- XGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
9 l& l0 S; @5 z! }plus 3.83%.
' {6 U7 Q7 w" T7 TIf the Board of Directors does not declare a dividend, or any part thereof, on
7 q" S6 g& @+ |) l$ k9 Bthe Preferred Shares Series 18 on or before the dividend payment date for a, ~! n- x# h: N: w8 h% h& c
particular quarter, then the entitlement of the holders of the Preferred. N" Q0 E$ @ v. ?
Shares Series 18 to receive such dividend, or to any part thereof, for such
& y" _) Y% l0 ]( ?2 squarter will be forever extinguished.
' e( g9 q1 h) YRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
% L T+ u7 t9 b5 k2 N$ u4 l8 CSuperintendent and to the provisions described below under ‘‘Details of the2 ?1 H: B l9 V5 c/ U
Offering — Certain Provisions of the Preferred Shares Series 18 as a
P* M) [7 V \1 @/ ISeries — Restrictions on Dividends and Retirement of Shares’’, on. R& B; e/ Q! B
February 25, 2014 and on February 25 every five years thereafter, on not
- k1 y- x. k8 t9 ymore than 60 nor less than 30 days’ notice, the Bank may redeem all or any9 D, y% a4 _5 G/ z" O
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
; N- q7 U- p. `8 F1 s8 owithout the consent of the holder, by the payment of an amount in cash for6 K* V! O7 H ^% a3 E( X: o* n& I
each such share so redeemed of $25.00 together with all declared and unpaid( T4 t) F3 l# I6 }1 w, P
dividends to the date fixed for redemption.
. M* R4 G" k- z: V! LConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic' _" y1 n) i" T; g/ ?
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
3 C Z; U! O$ K- Xthe right, at their option, to convert, on February 25, 2014 and on
" I$ }, U3 M6 kS-4) o1 ~$ j' `" Z5 c8 C1 |7 q" w
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
) U4 A0 t9 ]5 j P. [7 v6 \7 o* d% qor all of their Preferred Shares Series 18 into an equal number of Preferred
+ f& B; w3 c, x1 ? QShares Series 19 upon giving to the Bank notice thereof not earlier than
/ [3 W% }/ V, ]30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day/ Z8 Q- R9 t4 E
preceding, a Series 18 Conversion Date.
# Z0 ^: o' X# v2 HAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
: t) q0 f, W5 B, ?Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
N; p% O! Y" xSeries 19, as the case may be, that there would be outstanding on such2 {# I) A g+ i" G( }9 e
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
) f) p; |% P7 l! ?. n) { m% Tsuch remaining number of Preferred Shares Series 18 will automatically be7 |, J; Q0 X1 c6 _6 Q7 E
converted on such Series 18 Conversion Date into an equal number of
$ |( L3 g$ K! `8 q" V e6 K' xPreferred Shares Series 19. Additionally, if the Bank determines that, after! _$ R/ G* M# b5 s$ \! I' W
conversion, there would be outstanding on such Series 18 Conversion Date
6 T1 W/ v5 b4 K- Z% t" ~9 gless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
* R/ u6 R- u& }* o7 f. x, XSeries 18 will be converted into Preferred Shares Series 19.9 I0 [' A" U3 P7 f) }1 S
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
$ n7 L/ y2 E, B9 _* Q4 O- P# s, [: V% lSeries 18 will not be entitled as such to receive notice of, attend, or vote at,: j& p5 S6 o$ C
any meeting of the shareholders of the Bank unless and until the first time at
6 S, Q4 p; x* f# P, a, f/ ], dwhich the Board of Directors has not declared the whole dividend on the. _, U: }" v, V
Preferred Shares Series 18 in any quarter. In that event, subject as
! s1 I" y0 l2 f+ \* c8 shereinafter provided, the holders of Preferred Shares Series 18 will be r# O" I2 f \+ U
entitled to receive notice of, and to attend, meetings of shareholders at which
9 K1 z1 d+ b: R3 Ddirectors of the Bank are to be elected and will be entitled to one vote for: A* W. b, x/ w( g7 D0 G
each Preferred Share Series 18 held. The voting rights of the holders of the# M/ E1 J3 A8 c+ b
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
9 Z, I7 i0 \. ~& {# V* I( t: @the first dividend on the Preferred Shares Series 18 to which the holders are6 Z4 b% Z6 G% M( `
entitled thereunder subsequent to the time such voting rights first arose until: Z* u8 O% J: f1 L, C' p# R
such time as the Bank may again fail to declare the whole dividend on the, Z- k) M( ?& L0 l3 }3 d7 S/ u
Preferred Shares Series 18 in respect of any quarter, in which event such
* J- j* h2 f3 D0 h# A# Vvoting rights will become effective again and so on from time to time.
) E! S. u" r; t9 \) vPrincipal Characteristics of the Preferred Shares Series 19& [ N& R/ ]) ^$ z5 ?1 O
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
; e( ?7 i7 }" s. T( L& x( A3 gfloating rate non-cumulative preferential cash dividends, as and when% C a8 B, M7 p& d2 K8 e) Z
declared by the Board of Directors, subject to the provisions of the Bank Act,- D6 |1 H+ ^) ~: V% S
payable quarterly on the 25th day of February, May, August and November+ l& s! Z9 t- V7 a
in each year, in the amount per share determined by multiplying the( B/ B1 ~: l3 d K. i
applicable Quarterly Floating Dividend Rate by $25.00.
" S. p: U' w3 V7 P3 Y2 R8 O) G4 n! uOn the 30th day prior to the commencement of the initial quarterly dividend% a2 ]$ `( L2 O+ D: u
period beginning on February 25, 2014, and on the 30th day prior to the first5 `; c4 g7 l/ ~' ^
day of each subsequent quarterly dividend period (the initial quarterly. y7 M$ l, c- b* G
dividend period and each subsequent quarterly dividend period is referred to3 g! m! |3 b: d, O
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the* ?% P: h8 Q+ m# m/ E$ f' e
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate J) q& @( o. z% v, o0 g' h( t
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
* b! _- d& m6 ]! M O+ bT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days4 N$ P- E- E8 e+ v
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
" k6 h; X/ a" V( Jdetermined on the 30th day prior to the first day of the applicable Quarterly0 L0 _7 g' L: y# \
Floating Rate Period.
- Z0 h# t* S7 n GS-5& [# s/ V+ r) L) [* w; e
If the Board of Directors does not declare a dividend, or any part thereof, on
! F+ |2 ^/ D" j! v1 Lthe Preferred Shares Series 19 on or before the dividend payment date for a% B- U4 N, j, [
particular quarter, then the entitlement of the holders of the Preferred& J& @0 v: F' h% l" s
Shares Series 19 to receive such dividend, or to any part thereof, for such
* Z6 E8 a3 J2 aquarter will be forever extinguished.& Q! g4 w, s4 i: s
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the3 o# }* ]1 U3 ?* B. r" ^2 [3 A
Superintendent and to the provisions described below under the heading% \ a* w" ]7 E y
‘‘Details of the Offering — Certain Provisions of the Preferred Shares" Z3 G4 y# i( H- {6 {' S
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,5 L6 s& _$ a7 O
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
' G% c. d2 l6 a3 z B- Y1 Sor any part of the then outstanding Preferred Shares Series 19, at the Bank’s/ D) J. k, d- M& Y0 c, Q$ J A
option without the consent of the holder, by the payment of an amount in& M I1 f% A& }4 H$ C$ o2 u
cash for each such share so redeemed of (i) $25.00 together with all declared) A. Q; [$ R/ j
and unpaid dividends to the date fixed for redemption in the case of
6 \! l1 \+ y2 ]; fredemptions on February 25, 2019 and on February 25 every five years/ N+ {/ k+ D3 i+ N7 k2 ^) d
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
, Z8 I1 \5 [; @/ X8 r6 }the date fixed for redemption in the case of redemptions on any other date" w& Y" b; D+ K/ A
on or after February 25, 2014.* a* E7 e& S5 x3 Z+ Z
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
8 P( i% [* P: g: hShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have2 ]0 m5 j6 e4 M: b% B- g
the right, at their option, to convert, on February 25, 2019 and on
# \- p0 C( q- }5 g2 FFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any9 m2 c$ o9 {# K
or all of their Preferred Shares Series 19 into an equal number of Preferred
7 e, X0 y* M, ~" u5 {Shares Series 18 upon giving to the Bank written notice thereof not earlier
* ?! v# J: y4 `5 K% r p8 wthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
6 c9 W4 P9 E8 d' |15th day preceding, a Series 19 Conversion Date.
2 b O8 r; \# nAutomatic Conversion If the Bank determines, after having taken into account all shares tendered; r" u$ Q, T% ] Z4 J) ~* S3 X
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares# b4 \8 i9 D1 V6 b8 O I
Series 18, as the case may be, that there would be outstanding on such7 E. p9 ?2 ~% {$ |
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
9 A) \6 |7 |4 R; s! X. c# `such remaining number of Preferred Shares Series 19 will automatically be
" V/ I. H9 w% ~4 ^, P& Zconverted on such Series 19 Conversion Date into an equal number of7 P. A& |5 G$ a# ~4 G7 I: A
Preferred Shares Series 18. Additionally, if the Bank determines that, after/ U! X6 c( h/ {; D
conversion, there would be outstanding on such Series 19 Conversion Date: p1 `1 s& f, p4 M; F9 z9 z, l
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
/ e2 q) G# k% A0 X/ q& _2 v: XSeries 19 will be converted into Preferred Shares Series 18.
5 }: t1 y1 D, z# PVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares2 T/ s0 o7 F/ F. C0 z
Series 19 will not be entitled as such to receive notice of, attend, or vote at,/ i2 u. ~; S; j; ]% N/ R
any meeting of the shareholders of the Bank unless and until the first time at
5 G5 \ B u" q' p$ E7 Gwhich the Board of Directors has not declared the whole dividend on the- Q3 k* U/ g' \- e
Preferred Shares Series 19 in any quarter. In that event, subject as+ x% ?1 Z# Q f# U" D) M! G
hereinafter provided, the holders of Preferred Shares Series 19 will be
. }* [5 @; I$ {1 qentitled to receive notice of, and to attend, meetings of shareholders at which/ S# |) W) n! s" a3 f
directors of the Bank are to be elected and will be entitled to one vote for
$ l+ n1 k; d, z, v* {& K/ ieach Preferred Share Series 19 held. The voting rights of the holders of the. Q: g; `3 U! D# Y: C# v' s
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
- y1 q0 A2 F* v U+ C3 gthe first dividend on the Preferred Shares Series 19 to which the holders are' M$ `) Z* B& O! U, T E
entitled thereunder subsequent to the time such voting rights first arose until& q, @, P/ p2 v- Y0 W2 J
such time as the Bank may again fail to declare the whole dividend on the
7 ~+ d! h5 d: w) f( k. dPreferred Shares Series 19 in respect of any quarter, in which event such
# Y; u0 V( y9 N4 hvoting rights will become effective again and so on from time to time.
) N G6 T, K# ~( CS-6
4 X: a* M# J2 ]7 T& YPriority: The preferred shares of each series of the Bank will rank on a parity with/ \5 s9 }( H C9 s& O
every other series and are entitled to preference over the common shares of1 K) c! u8 G0 a7 G! u- m
the Bank and over any other shares of the Bank ranking junior to the
) G2 _3 ?: y7 Epreferred shares with respect to the payment of dividends and upon any: Q9 i( J2 P+ D# F" [
distribution of assets in the event of the liquidation, dissolution or9 S+ |8 i9 `1 z5 F9 d0 a
winding-up of the Bank.' X6 K' `0 x! x& I! X5 T
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
M$ f1 v% Y# A- |0 m v) J( o$ c, GDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares$ D$ }5 B- X. g
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
/ f3 C8 K0 Y Z. z% K! y" Ndividends received on such shares under Part IV.1 of such Act. |
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