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发表于 2008-11-29 16:58
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下面是BMO的:
: r* o+ U1 Z3 S0 M+ Z) k* iSUMMARY OF THE OFFERING
9 D6 r; m3 V: z" o. ZThis 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’’.
' X0 s, z! ?* X; v5 }% {* u) TIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.# o4 S. E1 L( e5 P; N7 d7 l
Amount: $150,000,000 (6,000,000 shares).
u/ F. e' V; h: P. M5 hPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
7 y' R, O& [. A3 ?! N: mPrincipal Characteristics of the Preferred Shares Series 18# p5 w* R) [) w
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
. E. c, j$ d" T m wnon-cumulative preferential cash dividends, as and when declared by the" w* O$ Z- v+ J* n0 C9 c
Board of Directors, subject to the provisions of the Bank Act, for the initial
% {+ B+ C( p- l# ?1 Wperiod commencing on the closing date and ending on and including
* i, V) C8 z* I2 R9 D0 Q: \! A3 HFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
% d9 o$ L$ s+ H) b. i" Q25th day of February, May, August and November in each year, at a rate( w& U5 c$ G8 k) `
equal to $0.40625 per share. The initial dividend, if declared, will be payable
- d- x* ?+ R8 u ~May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
) @( f) ~/ I0 g: ~# k0 hdate of December 11, 2008.9 b' F% a% s$ z: D
For each five-year period after the Initial Fixed Rate Period (each, a2 f9 r, F* A9 s
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares7 |- I! P% ]! i6 Y; L$ o: V# v
Series 18 will be entitled to receive fixed non-cumulative preferential cash
5 W% R" d2 Z5 m7 W5 _1 O, Idividends, as and when declared by the Board of Directors, subject to the
! v7 n3 `! @& J, Bprovisions of the Bank Act, payable quarterly on the 25th day of February,0 L3 m u! l0 P! S
May, August and November in each year, in the amount per share per annum* v. u4 \. \. u2 X% x) V% F
determined by multiplying the Annual Fixed Dividend Rate applicable to
( z+ r% w2 @( gsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend* s. b& ?9 H) o
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
/ w" y. H" y. v2 V& u- ABank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day6 T3 @ Z& y- m
of such Subsequent Fixed Rate Period and will be equal to the sum of the
% V$ p' Q: t$ X& F/ \7 S5 Z- gGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
; b7 t6 o( L9 E. M3 |plus 3.83%.
4 t7 I) U7 r O& z; Z- JIf the Board of Directors does not declare a dividend, or any part thereof, on
& |: n- W" W) N* R7 @8 g9 s3 Ithe Preferred Shares Series 18 on or before the dividend payment date for a. Z8 v, ?+ g4 c
particular quarter, then the entitlement of the holders of the Preferred
( Z! k6 Z; h: u! ]8 H- OShares Series 18 to receive such dividend, or to any part thereof, for such
* D$ W9 ~1 L' O# E, ~4 u% yquarter will be forever extinguished.
+ c! f5 H' ?& ` z. dRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
, |5 I2 d) @) _' USuperintendent and to the provisions described below under ‘‘Details of the
2 b3 L2 j, v; K* e& a: BOffering — Certain Provisions of the Preferred Shares Series 18 as a% {8 y6 }1 X1 r6 s
Series — Restrictions on Dividends and Retirement of Shares’’, on
% b! C' E" q# u! M, g8 ?3 V! I! VFebruary 25, 2014 and on February 25 every five years thereafter, on not2 ]$ B# k2 @, ~
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
$ _6 P% N& Q) Tpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
( k, g) G9 Y/ G5 H) a/ D% ^& Bwithout the consent of the holder, by the payment of an amount in cash for
" B }( Q8 a6 d9 _7 `3 O" f" E8 aeach such share so redeemed of $25.00 together with all declared and unpaid2 ?! n& P! `- M! d# w, H
dividends to the date fixed for redemption.
& e0 e5 W1 ?. \+ b8 j0 rConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic1 n, C. r2 Y, }+ M+ V* o5 A: d8 X
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have5 P- U" W0 ~7 A8 S7 E: n
the right, at their option, to convert, on February 25, 2014 and on
' F+ m# m |+ c: f5 }S-4: K; [0 R `( V4 ~0 I
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any! P) U3 h; E4 e2 S3 }6 {1 p
or all of their Preferred Shares Series 18 into an equal number of Preferred
) Y3 z) u0 q l( X( [Shares Series 19 upon giving to the Bank notice thereof not earlier than
/ G* B7 U/ X) d7 j) e- M# T30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
6 N5 h% d+ ^7 {) W5 Epreceding, a Series 18 Conversion Date.8 u* y: ^( j: n" I1 O+ j8 B
Automatic Conversion If the Bank determines, after having taken into account all shares tendered4 _( {: v8 N9 S2 Q5 p
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
; V _2 d' v/ z- i- ~* i2 mSeries 19, as the case may be, that there would be outstanding on such
& A$ t- c0 R$ g& JSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
" w: ]/ P' ?; z* {$ W; ]7 _* Wsuch remaining number of Preferred Shares Series 18 will automatically be5 f8 o% f1 M! j/ V# r
converted on such Series 18 Conversion Date into an equal number of( U; J9 Z J: y
Preferred Shares Series 19. Additionally, if the Bank determines that, after* _) F1 x( Y0 ]/ F# u
conversion, there would be outstanding on such Series 18 Conversion Date
: W( c; S& O% ]+ wless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
3 F, R Z* ^) ZSeries 18 will be converted into Preferred Shares Series 19.2 @9 i' @2 d8 y
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares3 E# N' I4 U1 x- X! C" N# W
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
8 U* j! @9 A# gany meeting of the shareholders of the Bank unless and until the first time at% Z/ Y: Y6 _. v. b+ g* A
which the Board of Directors has not declared the whole dividend on the$ X) n+ N4 l8 E5 u# E
Preferred Shares Series 18 in any quarter. In that event, subject as7 W# ~) y6 I+ }) D) u
hereinafter provided, the holders of Preferred Shares Series 18 will be7 u( |9 b) {7 f4 U5 V: j# u5 M
entitled to receive notice of, and to attend, meetings of shareholders at which2 d, f2 e: o" B: }" |
directors of the Bank are to be elected and will be entitled to one vote for" ]/ _5 \" } q# m# {
each Preferred Share Series 18 held. The voting rights of the holders of the
; S( W+ b' B8 X, b& CPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
# d& z x; H$ I" t. Y% K( othe first dividend on the Preferred Shares Series 18 to which the holders are
0 I1 F' f l2 f$ Kentitled thereunder subsequent to the time such voting rights first arose until: o5 M' w6 E# A& p3 ^% b
such time as the Bank may again fail to declare the whole dividend on the
( Z3 B' `7 i" S# ?4 F- d1 PPreferred Shares Series 18 in respect of any quarter, in which event such8 J8 W% V2 l. ^# o% ^
voting rights will become effective again and so on from time to time.) I* o& x+ P/ {' e; m4 C
Principal Characteristics of the Preferred Shares Series 19
. Y+ T5 c5 [ `# ^5 W1 i- l2 pDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
- B3 e4 ]# i2 R* X) Z' Ufloating rate non-cumulative preferential cash dividends, as and when" P* `8 V4 o& Y% G( m0 _& Z
declared by the Board of Directors, subject to the provisions of the Bank Act,
4 m" d4 i# A: Y. A6 Y5 ?* z- ?" gpayable quarterly on the 25th day of February, May, August and November
. K$ p1 x% r. d- Q/ I6 qin each year, in the amount per share determined by multiplying the1 D4 U! Z0 z* B& {
applicable Quarterly Floating Dividend Rate by $25.00./ I3 G. J% S: B2 h
On the 30th day prior to the commencement of the initial quarterly dividend
1 J, |: F0 m/ Rperiod beginning on February 25, 2014, and on the 30th day prior to the first6 `- ?; u1 u! x4 W3 @' b
day of each subsequent quarterly dividend period (the initial quarterly: I0 m0 E4 x( W- Q- a
dividend period and each subsequent quarterly dividend period is referred to# \2 U- ?7 O* k4 a" _9 t
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
% F" \% ?: z! @Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
# t" x; h8 c: r O2 @2 RPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the4 e+ O: j9 f) j' r7 S/ ? I4 Q ~
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days+ |9 N: m5 G2 z3 A- E/ }' F
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
. M9 T9 N0 ^, h; f" l0 Tdetermined on the 30th day prior to the first day of the applicable Quarterly: F/ q: b. B; f6 a; I5 W
Floating Rate Period.$ V. J7 N0 D) ~& p2 J4 H0 O4 p5 g
S-52 U! o7 I, i; F+ _- [
If the Board of Directors does not declare a dividend, or any part thereof, on9 u6 y+ v0 C1 t0 r7 D; l1 e
the Preferred Shares Series 19 on or before the dividend payment date for a" q% x6 _1 g: ]% W) w
particular quarter, then the entitlement of the holders of the Preferred
! w: Q3 L; e( ?: k/ o" e: NShares Series 19 to receive such dividend, or to any part thereof, for such
4 K' Z9 G+ Z! G' P+ T# L5 N8 rquarter will be forever extinguished.
. A2 I& r" Q1 CRedemption: Subject to the provisions of the Bank Act and to the prior consent of the2 U. f. n0 Y3 d
Superintendent and to the provisions described below under the heading8 n; L( z3 I7 J8 v& w
‘‘Details of the Offering — Certain Provisions of the Preferred Shares" Y1 @+ W9 {$ r; K) x: N) E
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
3 r+ Z( l6 F7 \) E+ k" i& Con not more than 60 nor less than 30 days’ notice, the Bank may redeem all4 D ]2 \6 q. v4 Y$ W
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
2 x3 n7 Q8 ?6 s" U" Aoption without the consent of the holder, by the payment of an amount in0 w# F/ y8 M! g, T1 M
cash for each such share so redeemed of (i) $25.00 together with all declared8 S1 Q1 v# O3 s) z# v$ P' a1 [
and unpaid dividends to the date fixed for redemption in the case of
+ ^( i2 D7 s6 o) a* A' d8 i/ Eredemptions on February 25, 2019 and on February 25 every five years( a6 O8 g1 S1 `4 G9 I9 Q' D
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to; h$ c9 r- Y% g3 w8 `
the date fixed for redemption in the case of redemptions on any other date
' b: X4 M$ l6 d7 Lon or after February 25, 2014.- o4 A" P/ m% @! P2 t) L
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
$ A! M: X. d5 x- |Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have5 ]$ x3 w% B9 m+ f2 A0 z X
the right, at their option, to convert, on February 25, 2019 and on
" Y* O8 \; u0 N8 b2 l9 HFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
1 ]6 N+ s1 o: V7 {8 A) D$ u% z3 [or all of their Preferred Shares Series 19 into an equal number of Preferred* ~ q# l! U. ~$ Q5 M4 ~: V
Shares Series 18 upon giving to the Bank written notice thereof not earlier. z- C( S$ \# @$ i4 Q/ L
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
( r- G. \) `' f6 r) A# S15th day preceding, a Series 19 Conversion Date.( x' B( M/ g) c, Y9 s' d
Automatic Conversion If the Bank determines, after having taken into account all shares tendered3 P; E" v @, V1 Q$ a# [
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares# b( M# i0 ]( `. [" c
Series 18, as the case may be, that there would be outstanding on such* r5 v) @" o0 m! g) D8 @4 @2 c6 v1 L
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19," }8 i& _# f4 V/ U! _
such remaining number of Preferred Shares Series 19 will automatically be
% A1 O+ v& i: v( |converted on such Series 19 Conversion Date into an equal number of9 M' d( e! y# z9 g/ p
Preferred Shares Series 18. Additionally, if the Bank determines that, after
5 B$ y& e) U" @1 ~% R% mconversion, there would be outstanding on such Series 19 Conversion Date
* x% w# D* U& k( ^1 mless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
$ J! m7 S: v- hSeries 19 will be converted into Preferred Shares Series 18.
8 x9 ?1 } A0 H& @Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares. V: K' ?' a& q- ^) F6 ^! D
Series 19 will not be entitled as such to receive notice of, attend, or vote at,; ~$ x$ k: G$ U" y% ^* z
any meeting of the shareholders of the Bank unless and until the first time at+ Y8 [$ x) b# \7 Y4 W* }" R/ B% Z
which the Board of Directors has not declared the whole dividend on the
6 i9 i, u% v1 Z5 ~4 L3 t8 f) D% f/ x, j: EPreferred Shares Series 19 in any quarter. In that event, subject as
% W! |) ~0 k: ` ^1 @6 |hereinafter provided, the holders of Preferred Shares Series 19 will be/ ^! A g+ D% i9 |+ q, z U
entitled to receive notice of, and to attend, meetings of shareholders at which& Z7 J' f9 b; r, ^% t- A
directors of the Bank are to be elected and will be entitled to one vote for
0 x8 S2 n+ ?0 e' |each Preferred Share Series 19 held. The voting rights of the holders of the8 |! c' U2 |* r9 G7 [8 S" e
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
- S0 o2 }) Z) N2 r- F, M1 hthe first dividend on the Preferred Shares Series 19 to which the holders are2 s7 [' h8 i, O1 b
entitled thereunder subsequent to the time such voting rights first arose until' e$ \9 m2 _! k7 c
such time as the Bank may again fail to declare the whole dividend on the$ A3 q, \! P R ~. E" Z
Preferred Shares Series 19 in respect of any quarter, in which event such, Y; k* f) ^ n, H4 v
voting rights will become effective again and so on from time to time.
" a0 \" ?, q6 `4 h7 b, [" \S-6
+ B2 |% Q1 a, Q) m w5 WPriority: The preferred shares of each series of the Bank will rank on a parity with
( ^" E- h. ^& P7 b) Qevery other series and are entitled to preference over the common shares of3 L0 ?! J) F- ^, t6 T y
the Bank and over any other shares of the Bank ranking junior to the1 T+ k/ d/ J/ G7 N8 O2 }4 _0 D
preferred shares with respect to the payment of dividends and upon any% c) j, s( \5 e; K
distribution of assets in the event of the liquidation, dissolution or: T: N. U& f4 r/ m% k% B0 n9 M8 ]
winding-up of the Bank.
3 L$ e# i# B# r+ a$ ~Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
+ ~! e: c8 q' \* E2 @. dDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
+ g' X' L+ u( D# n. \Series 18 and Preferred Shares Series 19 will not be required to pay tax on
/ B# C3 B! ^3 [9 `dividends received on such shares under Part IV.1 of such Act. |
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