 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:
- u& K) T# e; O; A- vSUMMARY OF THE OFFERING' P2 y n7 |% r% n& s6 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’’.& r1 @3 T. z4 g# C. _
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
5 _! Q2 i- ?* S& SAmount: $150,000,000 (6,000,000 shares).& a9 u# Q U! V9 Z% z. R
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
' c8 W$ G) R% K+ e/ EPrincipal Characteristics of the Preferred Shares Series 18
9 X: J1 M' X; E+ B9 u' S6 | g% zDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
# o0 p2 R. v1 b% L/ m4 N2 L& m% G8 Inon-cumulative preferential cash dividends, as and when declared by the
) C; f/ d+ n: n# O, DBoard of Directors, subject to the provisions of the Bank Act, for the initial
8 N# b4 }: j) Cperiod commencing on the closing date and ending on and including
' j! [' F. J2 n8 K ]- J( Q0 S% z4 T2 aFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
7 B ?% I$ S* v9 A* ~25th day of February, May, August and November in each year, at a rate
# j o0 w# i ?0 Uequal to $0.40625 per share. The initial dividend, if declared, will be payable% I5 L9 [% q( R
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
4 k$ J3 r/ W" x/ Odate of December 11, 2008.
9 k- E. N/ x5 @0 G/ jFor each five-year period after the Initial Fixed Rate Period (each, a
, }4 K6 I, h ?1 j5 [9 a‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares; J3 Q$ {+ Q- B8 ]4 e! O
Series 18 will be entitled to receive fixed non-cumulative preferential cash
- {: P- ]! N: Sdividends, as and when declared by the Board of Directors, subject to the
, v; G- y* _' k# aprovisions of the Bank Act, payable quarterly on the 25th day of February,5 X( [9 `5 q. V5 K5 D% ~
May, August and November in each year, in the amount per share per annum
' Y7 B# j2 p" Ldetermined by multiplying the Annual Fixed Dividend Rate applicable to
8 J$ x4 w* w& c3 U, l% b2 csuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend$ U8 \' f3 S; W
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
* R& S+ v0 e {6 hBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
+ E) B) A: c# ?% {1 N6 U% I3 |7 l) zof such Subsequent Fixed Rate Period and will be equal to the sum of the/ E" T+ N9 r8 D% s9 f9 o h
Government of Canada Yield on the applicable Fixed Rate Calculation Date4 k/ n8 |5 r% i6 y
plus 3.83%.
* Y, F `# z1 M1 Z2 YIf the Board of Directors does not declare a dividend, or any part thereof, on Q. x; M5 K3 r& \
the Preferred Shares Series 18 on or before the dividend payment date for a
) z7 D6 N) \# E: o6 Sparticular quarter, then the entitlement of the holders of the Preferred
: l7 y( ?( G. t" gShares Series 18 to receive such dividend, or to any part thereof, for such
+ x# }6 z% v; b; Bquarter will be forever extinguished.
; s4 \/ i4 U: p) d+ sRedemption: Subject to the provisions of the Bank Act and to the prior consent of the9 X5 w8 W5 V; E" \
Superintendent and to the provisions described below under ‘‘Details of the
, U& p5 i( U! u$ v5 POffering — Certain Provisions of the Preferred Shares Series 18 as a
. k. u; r* ~( K/ G8 x' bSeries — Restrictions on Dividends and Retirement of Shares’’, on# m. z* _7 n* |& ?; l
February 25, 2014 and on February 25 every five years thereafter, on not* l+ l" S1 L, X# l, {
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any/ Y2 `* ?1 E0 p. _1 Y
part of the then outstanding Preferred Shares Series 18, at the Bank’s option* p: ^, f& \" d3 H
without the consent of the holder, by the payment of an amount in cash for
$ `, ]' |+ S* S; Ieach such share so redeemed of $25.00 together with all declared and unpaid
$ f( ^: Y- R l, _# H Bdividends to the date fixed for redemption.
: Y. ?8 y3 J; W4 x/ S0 d' fConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
4 g+ z1 o$ @& s7 {. f- w- `& YShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have. k6 \6 p$ O3 f/ d
the right, at their option, to convert, on February 25, 2014 and on
: p+ L) b6 X* m/ Y; e8 ~/ z+ B- TS-4
( q: m4 S! ?, r8 b' q; w4 ~: ZFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
8 Z2 B4 R$ e6 k# Zor all of their Preferred Shares Series 18 into an equal number of Preferred
+ X" M8 V. G3 IShares Series 19 upon giving to the Bank notice thereof not earlier than1 O9 `) P; ~) z1 d. T
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
1 ~6 ^3 N& i, O+ o! Rpreceding, a Series 18 Conversion Date.
. s. X% H+ m2 N( h* l7 P9 G3 \# bAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
; t9 d0 ]5 C& D8 a. FProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares4 Y4 a5 p) p; ]6 @3 Z: R5 \2 i
Series 19, as the case may be, that there would be outstanding on such
+ V J0 Z; Q7 V+ R3 G3 |6 R' BSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,: m8 K' F. G9 D) s$ @( @1 e
such remaining number of Preferred Shares Series 18 will automatically be% T6 [& O5 N# d- L& N6 R( t |- m
converted on such Series 18 Conversion Date into an equal number of
4 B* H- \) q2 V x& |9 EPreferred Shares Series 19. Additionally, if the Bank determines that, after; a+ O' z0 ]% F: O- v
conversion, there would be outstanding on such Series 18 Conversion Date" |* r, G) P9 i! I4 h2 E* y3 d
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares% Y( n1 Q* }6 O) \2 E8 {
Series 18 will be converted into Preferred Shares Series 19.1 |* o* {) B' @8 [
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares6 M8 O* C% }: Z4 _
Series 18 will not be entitled as such to receive notice of, attend, or vote at, D6 G ^' L% V
any meeting of the shareholders of the Bank unless and until the first time at8 n+ m& D/ }, ]1 ?& I
which the Board of Directors has not declared the whole dividend on the
" p9 q7 c% s0 f, G$ P) j6 W3 [. D: UPreferred Shares Series 18 in any quarter. In that event, subject as3 X: x$ E! Q; n+ L, y" p
hereinafter provided, the holders of Preferred Shares Series 18 will be. I0 l ^+ }4 X) S
entitled to receive notice of, and to attend, meetings of shareholders at which
6 a; ]3 @% I" q* X8 Ddirectors of the Bank are to be elected and will be entitled to one vote for3 f g8 u. N/ N* Q& o' {
each Preferred Share Series 18 held. The voting rights of the holders of the! r% Y/ {( ?) S; J1 z
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of4 I, F" L( V, V( h n+ t2 `8 [: x/ _
the first dividend on the Preferred Shares Series 18 to which the holders are
6 p; |6 D: I* nentitled thereunder subsequent to the time such voting rights first arose until
+ J. a8 G$ w7 s/ m4 s9 h$ Z3 t, ~such time as the Bank may again fail to declare the whole dividend on the
# T- K7 _, U! `% }& N4 T% tPreferred Shares Series 18 in respect of any quarter, in which event such; ~# y7 {& F/ \6 M
voting rights will become effective again and so on from time to time.3 _% b: E; D- m
Principal Characteristics of the Preferred Shares Series 19
6 |6 t" y! \( ~. wDividends: The holders of the Preferred Shares Series 19 will be entitled to receive" E+ S! o+ a/ a( A" }! m$ Y7 v
floating rate non-cumulative preferential cash dividends, as and when
3 T2 |$ [' v4 I% kdeclared by the Board of Directors, subject to the provisions of the Bank Act,4 R5 }& g. F, v/ ?9 ?
payable quarterly on the 25th day of February, May, August and November: x7 l' r& T% h# W4 D7 s
in each year, in the amount per share determined by multiplying the' ]' M% K* F- W# y$ r6 \3 }4 \+ z
applicable Quarterly Floating Dividend Rate by $25.00.
1 Q( A7 Z6 a- rOn the 30th day prior to the commencement of the initial quarterly dividend5 X6 k( u& O( p. F* y
period beginning on February 25, 2014, and on the 30th day prior to the first
3 a# Y+ X/ W( P" I, Uday of each subsequent quarterly dividend period (the initial quarterly
, |% y) k, n) X R* d: S6 t" ~dividend period and each subsequent quarterly dividend period is referred to
: l& o* c7 q0 l6 v; Has a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the7 \4 H1 U# K: a4 s2 r& g2 d& h
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
& g( D- F; N! [# rPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the0 O2 u3 D7 C! ]4 M' K5 u
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
/ U% B" v0 k' q" u- c7 L6 |, Helapsed in the applicable Quarterly Floating Rate Period divided by 365)
4 o" t' Q8 a; Q& ldetermined on the 30th day prior to the first day of the applicable Quarterly
- U* c/ a8 M G: |- |7 YFloating Rate Period.
" g, g: r/ G2 pS-5
+ M: o2 A$ e2 M: B. lIf the Board of Directors does not declare a dividend, or any part thereof, on
* A1 ?" o9 v) d8 mthe Preferred Shares Series 19 on or before the dividend payment date for a
% b+ u; L: a Kparticular quarter, then the entitlement of the holders of the Preferred
& i- O- |. _) @" n0 f+ l' DShares Series 19 to receive such dividend, or to any part thereof, for such. j" u% t% i' T0 N2 ?, f9 A: _+ ?
quarter will be forever extinguished.
* `' T1 C+ o+ dRedemption: Subject to the provisions of the Bank Act and to the prior consent of the: h, X: A) p$ s8 E# H6 g/ [
Superintendent and to the provisions described below under the heading
2 {8 l/ O! a1 ]2 S$ k‘‘Details of the Offering — Certain Provisions of the Preferred Shares& y4 y# A( u& ?$ k& D
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
$ w/ z* E9 U s( N8 h0 t; r0 D" Uon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
0 N$ [' t+ L4 d6 h7 H, cor any part of the then outstanding Preferred Shares Series 19, at the Bank’s9 G6 K' B/ a; F% v( o$ y6 H- h# c* z
option without the consent of the holder, by the payment of an amount in
) y( S' n/ }2 m7 H+ mcash for each such share so redeemed of (i) $25.00 together with all declared
2 h; g0 A( L. {$ ?0 [! i9 I' Dand unpaid dividends to the date fixed for redemption in the case of
+ {& X5 [/ j4 {' i, a' q: Jredemptions on February 25, 2019 and on February 25 every five years
6 k4 [; K5 X& d6 _7 W! B. Y2 Nthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
8 I% m9 a+ s% Z/ F# L$ fthe date fixed for redemption in the case of redemptions on any other date) p* C. ]6 G+ v; x" y
on or after February 25, 2014.) @9 _5 m [( [% H' H4 m
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
L0 y+ ^2 m- g+ K; }Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
* M0 A. ?: K, q( X0 H# m7 V, |the right, at their option, to convert, on February 25, 2019 and on( q# J& U. o% f. C) h
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
. b+ E Z3 t. }6 Zor all of their Preferred Shares Series 19 into an equal number of Preferred8 U9 Z o7 w+ K! m1 k n3 L
Shares Series 18 upon giving to the Bank written notice thereof not earlier+ N: ]( n: d2 }( h
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
6 g6 X; b' ?) X/ h" }7 U! v/ S15th day preceding, a Series 19 Conversion Date.
$ v$ ]) G# b9 W+ `* a- Z, g& bAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
+ J7 c0 m0 b; ?3 h9 MProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares% i2 c/ o0 E6 P9 H$ B( _! A$ G' H
Series 18, as the case may be, that there would be outstanding on such" D' r7 I; Z' s6 W, X$ }
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,% C" f9 O- \" p3 g' W
such remaining number of Preferred Shares Series 19 will automatically be- ]* c7 j' l" Y, g$ q+ q
converted on such Series 19 Conversion Date into an equal number of5 z. ]: d( M. D- K0 K% o" N
Preferred Shares Series 18. Additionally, if the Bank determines that, after0 H# J( w5 n; A+ C6 `
conversion, there would be outstanding on such Series 19 Conversion Date* \) L; k) u ?2 j
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares% y e8 V- a; Q& ?% G% ]$ C
Series 19 will be converted into Preferred Shares Series 18." K6 O! h( {0 w. G# x# d8 R+ Q
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
z( z* n9 o) A% B7 V+ c1 f4 o$ MSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
* N8 u1 f5 J; P+ {$ d( Tany meeting of the shareholders of the Bank unless and until the first time at/ u4 S& l* Q+ s4 O& @$ }
which the Board of Directors has not declared the whole dividend on the" F" J& [2 Q4 q
Preferred Shares Series 19 in any quarter. In that event, subject as# L. h) G7 F4 N9 ?$ O! A1 U
hereinafter provided, the holders of Preferred Shares Series 19 will be5 z W5 V8 E; K+ ~
entitled to receive notice of, and to attend, meetings of shareholders at which: |" b* l! P) _, o
directors of the Bank are to be elected and will be entitled to one vote for5 |" C- a4 i! e6 g" a
each Preferred Share Series 19 held. The voting rights of the holders of the) u. k; f8 [, \! V) M
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of3 b, b- X4 D1 @ _9 ?0 v# U
the first dividend on the Preferred Shares Series 19 to which the holders are& }4 V$ s w* b
entitled thereunder subsequent to the time such voting rights first arose until. i' M2 g* ?( a3 {- p1 E
such time as the Bank may again fail to declare the whole dividend on the
4 R' H8 J' T: @! P# ]& lPreferred Shares Series 19 in respect of any quarter, in which event such6 @; ? E& `3 N* F' o
voting rights will become effective again and so on from time to time.0 N$ y7 Q( C" U# N
S-66 Z# S% Q# J0 ]6 F
Priority: The preferred shares of each series of the Bank will rank on a parity with1 S- y" S7 G$ r0 x
every other series and are entitled to preference over the common shares of5 L( e1 j! D% k3 I2 w+ ]
the Bank and over any other shares of the Bank ranking junior to the- S D6 M: t8 {, F5 V ?/ v6 S
preferred shares with respect to the payment of dividends and upon any9 L6 @! t) \6 T/ ?# ?0 N
distribution of assets in the event of the liquidation, dissolution or/ S* J! W- w! j8 I- ]
winding-up of the Bank.
: n: T5 W8 B( h4 ]6 F* VTax on Preferred Share The Bank will elect, in the manner and within the time provided under
# @: a/ u, Z/ U& G1 H) C# p& ~Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares' i( U- r* }, h5 _7 \8 ^# D/ s" X
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
' G g: L4 E! G3 j; K% jdividends received on such shares under Part IV.1 of such Act. |
|