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发表于 2008-11-29 16:58
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下面是BMO的:
1 p. |$ o, J2 rSUMMARY OF THE OFFERING* M# L" H h4 Q" _0 D4 v: M
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’’.
0 B( z/ v- s) W4 N8 K% }Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18./ y9 u8 J! B" ^/ T2 l: h* V
Amount: $150,000,000 (6,000,000 shares).1 {' f% e5 ^( Z7 e' a6 x
Price and Yield: $25.00 per share to yield initially 6.50% per annum.( T! Q1 i* E& x. p! Y M
Principal Characteristics of the Preferred Shares Series 18- r: r9 E( |7 @. {4 V& J7 I
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
4 K, X: x$ w6 N1 s6 Z: J5 hnon-cumulative preferential cash dividends, as and when declared by the5 `& j/ g; u7 U
Board of Directors, subject to the provisions of the Bank Act, for the initial
# {+ R; h' o7 o% `% Q; O% Qperiod commencing on the closing date and ending on and including
6 y s# c/ Y% J8 H% @February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
! B7 z1 `$ H) U9 `+ T' a7 Q1 L25th day of February, May, August and November in each year, at a rate3 ?' r7 n3 C8 A# f
equal to $0.40625 per share. The initial dividend, if declared, will be payable- [5 [1 O: [/ L( P6 x, C2 o+ ]* z; X6 A
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
* z: ?& v x" a8 H; }5 F8 `" Xdate of December 11, 2008.
0 \- x& [$ M; \! K$ {! wFor each five-year period after the Initial Fixed Rate Period (each, a; J4 _/ x9 I. t( }
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares. Y6 S R: A2 z: d b
Series 18 will be entitled to receive fixed non-cumulative preferential cash' N# n$ S# _) z& |4 }
dividends, as and when declared by the Board of Directors, subject to the
, D& x5 C1 g0 O( xprovisions of the Bank Act, payable quarterly on the 25th day of February,- ?5 `: g% b/ V+ u0 B+ n
May, August and November in each year, in the amount per share per annum" y2 T3 z& Q% w
determined by multiplying the Annual Fixed Dividend Rate applicable to* S& R5 s' o# N/ g4 y8 {( r: V8 G7 u7 c
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
0 C0 z+ v3 x/ M$ K J ?Rate for the ensuing Subsequent Fixed Rate Period will be determined by the& J# U3 F' N6 a. o# I( A
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day7 P/ s( R# ~7 {# i/ B* d
of such Subsequent Fixed Rate Period and will be equal to the sum of the
1 P, [) D( D1 G p3 c: yGovernment of Canada Yield on the applicable Fixed Rate Calculation Date u. Q E# h2 G1 }8 W/ ]
plus 3.83%.
8 v. \2 g6 I6 \, Q- u3 FIf the Board of Directors does not declare a dividend, or any part thereof, on( V' T8 q) n5 |# s$ y
the Preferred Shares Series 18 on or before the dividend payment date for a
& e% t- s7 U9 U+ z6 q# Y6 r" bparticular quarter, then the entitlement of the holders of the Preferred2 f! [' O# A2 v- h' Z0 \" [
Shares Series 18 to receive such dividend, or to any part thereof, for such
& _6 V9 [( g8 M/ K7 I7 z, G( L" Equarter will be forever extinguished.3 B9 }! }/ g6 ?# u# }
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the) u2 b3 v$ F. j- d3 ~* h
Superintendent and to the provisions described below under ‘‘Details of the% p: S$ ^6 f+ l% U( y m$ [" Q+ B
Offering — Certain Provisions of the Preferred Shares Series 18 as a9 B; t! h, D2 N7 e: d
Series — Restrictions on Dividends and Retirement of Shares’’, on
4 Q' P3 {) T+ ?( ^4 k vFebruary 25, 2014 and on February 25 every five years thereafter, on not
: ~$ n4 w3 I3 N0 X" w" ~more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
7 L6 T1 A i8 i& X' {5 ]; apart of the then outstanding Preferred Shares Series 18, at the Bank’s option
% }. O3 @- S2 ^; k! |# j/ j9 wwithout the consent of the holder, by the payment of an amount in cash for
3 d- T. |/ a* ~! h6 seach such share so redeemed of $25.00 together with all declared and unpaid; A, t/ B) f7 E
dividends to the date fixed for redemption.
! y4 L& D! K+ ~3 j! oConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic( v6 ^ m1 x% ^. Q3 ^
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
. g1 J; U1 v8 h" r. K- G, rthe right, at their option, to convert, on February 25, 2014 and on
1 I2 u+ |8 o1 J2 Y6 N, S8 |S-4' h% Y3 j6 Q0 e0 ?( E) w6 J2 ?8 w! b
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
) l$ ]) Z6 S, \6 Qor all of their Preferred Shares Series 18 into an equal number of Preferred
; y" H M$ ^) d: a2 {Shares Series 19 upon giving to the Bank notice thereof not earlier than4 S# s( ~* {" s+ M" R! y5 q2 \' s
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
4 g4 c( ~- f7 L1 X$ H4 t) ^preceding, a Series 18 Conversion Date.: } {6 ~8 C5 p( x3 A1 `3 ^
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
! @" E' B+ v4 c) XProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
; G$ ~! y8 A8 I% i; p4 ]Series 19, as the case may be, that there would be outstanding on such
+ `' f: J4 s/ g7 uSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
+ s0 }9 b# ~' r m2 P* p$ s5 Jsuch remaining number of Preferred Shares Series 18 will automatically be) t9 B6 P+ m# }+ B, x& Q: {5 G. ^
converted on such Series 18 Conversion Date into an equal number of
! c* G( \& C& e [4 d9 hPreferred Shares Series 19. Additionally, if the Bank determines that, after. ~! q6 h7 s! Y5 I
conversion, there would be outstanding on such Series 18 Conversion Date
: ]' y) \7 h2 U! Lless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
5 F0 F% ?1 C- i$ `& SSeries 18 will be converted into Preferred Shares Series 19.1 h( w; r7 T( J; v! S
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
7 N# @5 F$ V: r( M# I' W. G+ TSeries 18 will not be entitled as such to receive notice of, attend, or vote at, g" j( p8 x" N" N
any meeting of the shareholders of the Bank unless and until the first time at
8 d6 @8 P2 ]) p+ _; _* j. h' hwhich the Board of Directors has not declared the whole dividend on the1 E3 }) Y4 V4 e. X. u
Preferred Shares Series 18 in any quarter. In that event, subject as7 S0 a6 m- D$ O) F. a
hereinafter provided, the holders of Preferred Shares Series 18 will be% K+ L( M3 K, s% l/ J( m+ Z' a! ^, z6 w
entitled to receive notice of, and to attend, meetings of shareholders at which
& j% j/ S: u3 m5 a ~/ G! u+ L* Fdirectors of the Bank are to be elected and will be entitled to one vote for
$ D8 {/ m# G- w; _ d: Teach Preferred Share Series 18 held. The voting rights of the holders of the
; n& ]/ y0 o8 c; l* r' Z7 ePreferred Shares Series 18 will forthwith cease upon payment by the Bank of
; e5 S1 z8 G6 Othe first dividend on the Preferred Shares Series 18 to which the holders are) ~2 j# t' P' D" ]+ K' y/ ~3 b! U
entitled thereunder subsequent to the time such voting rights first arose until
7 {' Y2 W$ c J( R2 {* C" |8 b3 I* esuch time as the Bank may again fail to declare the whole dividend on the
f4 e2 v6 j7 [Preferred Shares Series 18 in respect of any quarter, in which event such( }8 |' K) V3 v6 w+ ^7 N$ E
voting rights will become effective again and so on from time to time.
: Y) Z/ L; T A! oPrincipal Characteristics of the Preferred Shares Series 19
6 S# i' }: Z x$ R+ DDividends: The holders of the Preferred Shares Series 19 will be entitled to receive5 p0 v" \: _+ U1 O- U% S: r
floating rate non-cumulative preferential cash dividends, as and when$ r/ M3 I$ W2 n/ w' C) v
declared by the Board of Directors, subject to the provisions of the Bank Act,) x% o7 o+ {8 [) Y
payable quarterly on the 25th day of February, May, August and November$ V4 @/ l$ g8 r' R" c) L
in each year, in the amount per share determined by multiplying the
2 I. r0 T# d8 u( k) B: Tapplicable Quarterly Floating Dividend Rate by $25.00.0 B% `$ U1 f5 s
On the 30th day prior to the commencement of the initial quarterly dividend+ U: I2 l3 B& x9 @2 O2 e8 H2 x( b
period beginning on February 25, 2014, and on the 30th day prior to the first
) f, z3 Y6 U% Gday of each subsequent quarterly dividend period (the initial quarterly/ j: y- }; t4 C
dividend period and each subsequent quarterly dividend period is referred to$ F6 e" u7 w7 [ Z
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the( h1 P& Y0 E7 h' J9 T
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
1 J: w, ^* m* G3 ]9 }/ h1 lPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
' E$ p9 @! H. m. R- qT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
$ Z1 F" d4 M8 W, v, }5 L' I0 W$ }elapsed in the applicable Quarterly Floating Rate Period divided by 365)
+ ^( e3 `* ]$ b9 ldetermined on the 30th day prior to the first day of the applicable Quarterly7 @( A `% K2 e$ u/ j; R
Floating Rate Period.
7 l. o& Z. o( M* o( G4 I' ]S-5
- I$ X& Q9 k/ [, u7 OIf the Board of Directors does not declare a dividend, or any part thereof, on! r& F! L* m7 S4 t5 G
the Preferred Shares Series 19 on or before the dividend payment date for a& e7 S- h' R1 z/ U& ^! a/ {
particular quarter, then the entitlement of the holders of the Preferred% T! {8 y6 B! c7 P7 N
Shares Series 19 to receive such dividend, or to any part thereof, for such
, b9 U+ d: y8 T. H# c) Mquarter will be forever extinguished.
8 m* B9 Y7 F' a6 o% jRedemption: Subject to the provisions of the Bank Act and to the prior consent of the# a9 | H4 P# k. ~
Superintendent and to the provisions described below under the heading
) H; T8 M! N8 U9 c‘‘Details of the Offering — Certain Provisions of the Preferred Shares
3 O0 m2 {4 j+ B8 }7 C1 X( qSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
) f; S$ o* }! R3 n' V3 o. ]on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
2 ]4 d% S/ ?* M/ D9 x% Eor any part of the then outstanding Preferred Shares Series 19, at the Bank’s* l/ N' w& b9 x: V4 O2 r
option without the consent of the holder, by the payment of an amount in
) N/ X; m, D, Q1 Y% E! f' Tcash for each such share so redeemed of (i) $25.00 together with all declared
1 Y% p% N0 r0 L5 K, Y1 }and unpaid dividends to the date fixed for redemption in the case of5 e! t z# F' w) z
redemptions on February 25, 2019 and on February 25 every five years
$ H0 I* f* E8 V- Fthereafter, or (ii) $25.50 together with all declared and unpaid dividends to3 \, R$ z5 B) \4 `+ c! p
the date fixed for redemption in the case of redemptions on any other date9 ~1 t7 W5 s; b9 z$ s* `
on or after February 25, 2014.' L( x8 ?$ f- `, x7 Z
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
' x n3 o+ r6 n4 V- h6 G J5 j, mShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
0 k/ K0 i' s' ?8 ^0 v9 s( j; H; w; \! Vthe right, at their option, to convert, on February 25, 2019 and on2 m; j9 T% j& B# ~; X/ ~' b% @
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any4 E) v/ C+ W% N. ~6 D
or all of their Preferred Shares Series 19 into an equal number of Preferred2 O# i; o, A0 c6 f; E! ]6 A
Shares Series 18 upon giving to the Bank written notice thereof not earlier2 V% z) V& A0 J0 B' D
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the& l" v! f7 n5 P. Q9 I
15th day preceding, a Series 19 Conversion Date.
7 L6 c, G, s$ P9 _9 OAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
- I4 @# }3 E. V7 O5 o" PProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares8 D& ]* d4 @3 e3 M6 |: t$ k
Series 18, as the case may be, that there would be outstanding on such
' C; [4 ^6 a% b/ GSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
, @! L+ d7 ?/ h9 W+ E. `such remaining number of Preferred Shares Series 19 will automatically be
% R8 V/ o$ Z! t, Y3 v- c# y8 O9 yconverted on such Series 19 Conversion Date into an equal number of
6 h/ G0 V* Y' }+ T( B) ZPreferred Shares Series 18. Additionally, if the Bank determines that, after
7 t, ^" \3 D! R" `7 F+ T: nconversion, there would be outstanding on such Series 19 Conversion Date, O8 ~2 o! Q3 s# _! a
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares& s3 z# i1 v }% |
Series 19 will be converted into Preferred Shares Series 18.
2 ?5 l; ^7 `* u3 T$ X3 }6 ^Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
9 u9 E6 }5 q+ |- _1 u9 cSeries 19 will not be entitled as such to receive notice of, attend, or vote at, f' C' Z: v. ~% \9 t% q$ j
any meeting of the shareholders of the Bank unless and until the first time at
L6 i- u+ b8 j' c1 jwhich the Board of Directors has not declared the whole dividend on the
* ^4 g0 ?" M" a9 Z* I8 X) TPreferred Shares Series 19 in any quarter. In that event, subject as
: I- c+ ]: B" `4 x( C% khereinafter provided, the holders of Preferred Shares Series 19 will be
. K1 Y5 E7 G6 B& _entitled to receive notice of, and to attend, meetings of shareholders at which
$ l4 j3 d$ z% w% X) s* }! mdirectors of the Bank are to be elected and will be entitled to one vote for6 q3 Z# _6 M5 F
each Preferred Share Series 19 held. The voting rights of the holders of the
1 z. \! t0 d) j! uPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
" U B' \& @! J7 O" G# F0 e6 ?the first dividend on the Preferred Shares Series 19 to which the holders are4 P+ v& h: n* C5 s
entitled thereunder subsequent to the time such voting rights first arose until
) e. y0 Y* l- M) y! y! usuch time as the Bank may again fail to declare the whole dividend on the* p3 T0 I P4 \7 |
Preferred Shares Series 19 in respect of any quarter, in which event such
! `/ H7 N: B+ y8 q4 [voting rights will become effective again and so on from time to time.
3 g0 F' M3 i; U0 B+ N& @S-6
' y. n3 {* x0 E8 B. U; XPriority: The preferred shares of each series of the Bank will rank on a parity with5 _* R8 P3 W8 c+ x9 j
every other series and are entitled to preference over the common shares of, G4 o9 |. G. @) c' z' c
the Bank and over any other shares of the Bank ranking junior to the2 b0 x/ n) v/ Y1 g$ N: t. w9 _
preferred shares with respect to the payment of dividends and upon any
+ f& k2 r; D( Sdistribution of assets in the event of the liquidation, dissolution or
5 x% R$ L3 i; B& \winding-up of the Bank.+ @ H- l; V2 B, |3 n
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
% d2 f( R) t' s0 nDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares$ ~: w/ `. _- C+ n% M1 z
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
: e: A" B U1 A2 W5 B' W% ~dividends received on such shares under Part IV.1 of such Act. |
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