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发表于 2008-11-29 16:58
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下面是BMO的:
* Y: r, z' B2 L( ]$ d& PSUMMARY OF THE OFFERING. i0 i$ c" t: E4 l
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’’.4 o2 O! V$ o9 P: U/ W% Y9 _
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.5 |$ Z; X8 p( [- g
Amount: $150,000,000 (6,000,000 shares).
+ w H1 f, ~# G( U1 ~' n7 P! yPrice and Yield: $25.00 per share to yield initially 6.50% per annum.: m8 L) S. ~& ]% H9 [
Principal Characteristics of the Preferred Shares Series 18/ ~# w( J6 A7 Q
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed9 v6 s5 l2 l! d* f/ x% _, q3 x
non-cumulative preferential cash dividends, as and when declared by the/ E' V1 p+ q$ p3 `5 }# [
Board of Directors, subject to the provisions of the Bank Act, for the initial% e$ L$ y! p, E
period commencing on the closing date and ending on and including
\. Y+ h% W8 ^5 U. ~" DFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
& q3 F% T5 M% n0 U8 Y* r* H6 _25th day of February, May, August and November in each year, at a rate
# _! g: X6 v& S8 _equal to $0.40625 per share. The initial dividend, if declared, will be payable0 H/ U ?( h" |
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing5 T% n0 }/ e x- k. H& l
date of December 11, 2008.
$ n( y* z H/ c) l8 DFor each five-year period after the Initial Fixed Rate Period (each, a* U% }) Y" z) U) [7 _ P+ i9 H9 ` e
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
9 x/ s, ]9 S: u3 H! eSeries 18 will be entitled to receive fixed non-cumulative preferential cash7 t0 `9 d2 N6 |
dividends, as and when declared by the Board of Directors, subject to the
% a9 B, k: j+ ~provisions of the Bank Act, payable quarterly on the 25th day of February,8 k: H' T5 F8 d( X3 D. }# S4 C4 U
May, August and November in each year, in the amount per share per annum# r. ` O4 l2 t" l; j* Q0 K3 j6 g
determined by multiplying the Annual Fixed Dividend Rate applicable to
! F4 k* R1 f9 t0 n, \' b2 bsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
! } {! H' M1 `( S* q" FRate for the ensuing Subsequent Fixed Rate Period will be determined by the2 a' z/ j7 c; q/ h& n
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day2 E( ~: k! U! K
of such Subsequent Fixed Rate Period and will be equal to the sum of the; Y3 N8 e9 h2 q& D5 C( a
Government of Canada Yield on the applicable Fixed Rate Calculation Date
7 J4 }3 M0 u) J; c. b6 `plus 3.83%.; h4 B+ f. y' O; [+ @
If the Board of Directors does not declare a dividend, or any part thereof, on* ]4 \) A1 r+ I4 f5 h6 E" H
the Preferred Shares Series 18 on or before the dividend payment date for a
4 X2 S. o" @0 pparticular quarter, then the entitlement of the holders of the Preferred- ~; x8 S8 J( u; p
Shares Series 18 to receive such dividend, or to any part thereof, for such. M3 I$ w0 w: N+ M7 Z2 K
quarter will be forever extinguished.
, L& Y; t& Q( i w J+ @$ Y3 m/ mRedemption: Subject to the provisions of the Bank Act and to the prior consent of the8 j0 L8 a \1 c1 F$ y) t
Superintendent and to the provisions described below under ‘‘Details of the& P- `4 A1 j, l. g/ O+ h" G, r
Offering — Certain Provisions of the Preferred Shares Series 18 as a
& q6 G1 u& a: U& PSeries — Restrictions on Dividends and Retirement of Shares’’, on
! [: a, `0 t& A8 r2 s. aFebruary 25, 2014 and on February 25 every five years thereafter, on not
; \2 k3 i7 m4 w5 kmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any" e6 y# d/ _. N4 q% {
part of the then outstanding Preferred Shares Series 18, at the Bank’s option/ T) F, l' y( @& f2 V
without the consent of the holder, by the payment of an amount in cash for7 X3 C4 @/ ?& D/ w: {
each such share so redeemed of $25.00 together with all declared and unpaid
5 [; A% d9 u( }+ v+ Ldividends to the date fixed for redemption.
0 p* m) E, Q. Z+ z R2 {Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic& `3 N d+ B2 [% ?
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
( W/ d4 t0 S' m P' U: {the right, at their option, to convert, on February 25, 2014 and on" s$ b N! h0 ^8 T7 @ i, Q1 r* L' J
S-4: o; ]! P# }- ^. S. G% D: x
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
, A5 M* T1 y) s0 eor all of their Preferred Shares Series 18 into an equal number of Preferred; Z8 K- q% B \3 P3 a. F& @" s
Shares Series 19 upon giving to the Bank notice thereof not earlier than% U+ [, p, ^) i& g% h
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
* O a4 p& o6 {( f* F; B, \preceding, a Series 18 Conversion Date.6 H0 k+ c9 w2 P( ?# A- B4 l
Automatic Conversion If the Bank determines, after having taken into account all shares tendered3 G/ K W: M( H% z3 s* \% j
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares% m4 f9 a q& M+ c. Q' R/ V# W: Y
Series 19, as the case may be, that there would be outstanding on such2 A& _/ O' q( y) \
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,5 e4 X" h* w* l* A& z6 a' k
such remaining number of Preferred Shares Series 18 will automatically be
8 a. G. K5 J/ X8 X: xconverted on such Series 18 Conversion Date into an equal number of
/ f" g' p6 b0 cPreferred Shares Series 19. Additionally, if the Bank determines that, after
. h4 p" {' R4 Q; E) v. Aconversion, there would be outstanding on such Series 18 Conversion Date
# v; A3 L9 ?2 i5 rless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares3 y. ^8 O& H8 W- R
Series 18 will be converted into Preferred Shares Series 19.0 q" ~7 ?6 K3 q* |. C
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
) D8 S$ F6 p% a1 F- DSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
* R# _& o2 z5 i% P, B2 wany meeting of the shareholders of the Bank unless and until the first time at
$ x0 c1 r+ U6 a* g7 O0 M! t0 @which the Board of Directors has not declared the whole dividend on the1 T4 ^1 T, a5 d2 U
Preferred Shares Series 18 in any quarter. In that event, subject as O& c0 z' X7 ]+ k& G! Y
hereinafter provided, the holders of Preferred Shares Series 18 will be) x. ?" S6 M0 G! r' t) x7 w$ x, o/ R# A
entitled to receive notice of, and to attend, meetings of shareholders at which
' D4 a7 l% E, w3 H% e( e# ddirectors of the Bank are to be elected and will be entitled to one vote for
I* Q6 w2 \2 V; @each Preferred Share Series 18 held. The voting rights of the holders of the; `$ z5 A* G. o: S: D& k
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
7 f1 w4 u7 s1 b, x" H' kthe first dividend on the Preferred Shares Series 18 to which the holders are5 O" r! O9 v+ L+ Y* I" r6 m Z5 r
entitled thereunder subsequent to the time such voting rights first arose until
# V! A# D' ]% u; R% X# Osuch time as the Bank may again fail to declare the whole dividend on the
6 P2 a1 N3 j. e! yPreferred Shares Series 18 in respect of any quarter, in which event such$ }& f% b; C. J i. N& ]
voting rights will become effective again and so on from time to time.0 h z! d' e" U0 {" s
Principal Characteristics of the Preferred Shares Series 193 R( i; G( M# l) V/ u/ _, h) o
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive+ N* d. L$ @6 o( ]- e8 ^; _
floating rate non-cumulative preferential cash dividends, as and when
: H0 y; M0 c' ^( f# I/ g9 Z9 Ddeclared by the Board of Directors, subject to the provisions of the Bank Act,
( t* T0 e/ Z4 p( q2 Zpayable quarterly on the 25th day of February, May, August and November# b9 P Q% ~" k. G/ T- z
in each year, in the amount per share determined by multiplying the
. S( L |! m3 N3 N+ S/ H* k" [$ fapplicable Quarterly Floating Dividend Rate by $25.00.
: b' W4 d1 n3 U- {3 {% F: wOn the 30th day prior to the commencement of the initial quarterly dividend
5 T5 t6 z& n m E: O4 Y4 Iperiod beginning on February 25, 2014, and on the 30th day prior to the first
8 v% x0 K# k+ |day of each subsequent quarterly dividend period (the initial quarterly
( X) n2 j1 f9 K9 o6 t$ edividend period and each subsequent quarterly dividend period is referred to) X+ u9 T8 \/ `( ]) t, j
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
0 A6 o5 b- e. JQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate. m: j4 y9 J4 U& A2 I
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the$ a1 R' ~/ Y4 K4 z h! ~% M! G7 R7 A
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days" i! o% }& w- h! m
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
" A% J, @! V2 d; {! i# D0 xdetermined on the 30th day prior to the first day of the applicable Quarterly
& n' a# M& [2 z/ m$ _. a( VFloating Rate Period.; {7 ^ |) J& n% T- h9 ~
S-5
& D% ~6 k* m0 {1 C+ oIf the Board of Directors does not declare a dividend, or any part thereof, on
% V: k0 E: W |) Nthe Preferred Shares Series 19 on or before the dividend payment date for a1 F$ _. q5 H. q M7 I
particular quarter, then the entitlement of the holders of the Preferred
+ @1 t5 R# G1 H6 cShares Series 19 to receive such dividend, or to any part thereof, for such s X) o4 L- s, e4 V9 j [
quarter will be forever extinguished." Q& y! B+ t% \" J# e
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the! v; i; Y8 O( C7 I
Superintendent and to the provisions described below under the heading
) C8 Y$ `9 S$ D# Q‘‘Details of the Offering — Certain Provisions of the Preferred Shares f( F8 h! Q( D, U! E6 G
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
# `+ |! H! R" {# U% l, I, P* s, ]8 hon not more than 60 nor less than 30 days’ notice, the Bank may redeem all2 \7 r) Z$ g" M$ @
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
6 u) D8 {+ ~; a3 Q* d K, _7 f0 Xoption without the consent of the holder, by the payment of an amount in( o+ U, W" e+ ^
cash for each such share so redeemed of (i) $25.00 together with all declared
& b! q* O3 K" u# dand unpaid dividends to the date fixed for redemption in the case of
9 m6 Y# B& P, R( }% Oredemptions on February 25, 2019 and on February 25 every five years; t; y& m/ B. a
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
3 u! e' ^, k' [the date fixed for redemption in the case of redemptions on any other date6 S" D5 C; q" w/ ~5 I. ], ?
on or after February 25, 2014.
& p! ~4 [' p; a, E; M4 {9 BConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic& E! `7 l0 G5 a! Q9 A- t" B
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
+ T' e8 n b9 s6 s7 z5 Ithe right, at their option, to convert, on February 25, 2019 and on
6 d* C& K0 }, [# j" c fFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
! d" } k5 o# ?, r+ wor all of their Preferred Shares Series 19 into an equal number of Preferred+ I" X z! j' o; L, k
Shares Series 18 upon giving to the Bank written notice thereof not earlier/ x; l2 }. p3 a/ j; {
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
+ m6 R8 v# x p- Y5 u' I15th day preceding, a Series 19 Conversion Date.9 F4 r7 \) i. \1 @3 t8 ^
Automatic Conversion If the Bank determines, after having taken into account all shares tendered% R3 I2 s4 x2 c- } }
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
/ \% s5 ~8 I/ [6 lSeries 18, as the case may be, that there would be outstanding on such
- a6 O* @$ C8 y2 @* r$ ?4 F2 J' tSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
4 Y/ @: l6 g1 z7 wsuch remaining number of Preferred Shares Series 19 will automatically be( q6 J0 _7 O# C5 H& h2 I
converted on such Series 19 Conversion Date into an equal number of
& U4 J7 ?3 H" j8 lPreferred Shares Series 18. Additionally, if the Bank determines that, after: K8 r# g/ ^) O0 R( q& ]
conversion, there would be outstanding on such Series 19 Conversion Date' T M; u f7 J: o$ y/ Z% [
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
7 e; ^9 U1 J7 {/ d' GSeries 19 will be converted into Preferred Shares Series 18.
I9 W, v$ I% Y1 N! NVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
6 x- r$ b/ I1 f9 N( ^9 U( PSeries 19 will not be entitled as such to receive notice of, attend, or vote at,5 X) w1 a9 d2 Z% [5 n8 j/ V
any meeting of the shareholders of the Bank unless and until the first time at9 I3 Z5 z. w4 N0 j" U
which the Board of Directors has not declared the whole dividend on the
' ~) G1 |' W2 kPreferred Shares Series 19 in any quarter. In that event, subject as
0 c) W5 F% w( U. @8 `) N0 dhereinafter provided, the holders of Preferred Shares Series 19 will be4 k- y, @* Z0 r0 ^
entitled to receive notice of, and to attend, meetings of shareholders at which2 @1 x+ B$ S5 m7 `5 d, l& K) H& i
directors of the Bank are to be elected and will be entitled to one vote for5 U4 X& u0 E7 ^4 y6 c4 o
each Preferred Share Series 19 held. The voting rights of the holders of the
1 }1 c* B# F/ H* u! P! }( }2 iPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
R% n4 t9 S) C. z+ tthe first dividend on the Preferred Shares Series 19 to which the holders are
0 A" h# j1 }5 `entitled thereunder subsequent to the time such voting rights first arose until
' Y1 O, ], [1 o Q3 l; Y2 u1 z$ isuch time as the Bank may again fail to declare the whole dividend on the
2 N5 ^ i! C" Z5 ZPreferred Shares Series 19 in respect of any quarter, in which event such. T6 m, t" N t8 L5 ]. f( d3 P
voting rights will become effective again and so on from time to time.
6 c/ ~/ P# r ZS-69 H9 c5 e; q# N# ?0 Q V2 S+ D
Priority: The preferred shares of each series of the Bank will rank on a parity with+ J* w; y9 w( u$ t- |$ ]0 F1 o
every other series and are entitled to preference over the common shares of
2 n" {8 g7 L! Othe Bank and over any other shares of the Bank ranking junior to the) o F- P, w: {
preferred shares with respect to the payment of dividends and upon any
: L% r* k* `) B4 g, r" d. zdistribution of assets in the event of the liquidation, dissolution or
' j) t" U/ W5 N& `8 d* k$ Swinding-up of the Bank.
$ |; X2 Y0 N/ b0 U/ v2 nTax on Preferred Share The Bank will elect, in the manner and within the time provided under: B* ^2 A0 |- W
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares$ U2 `: d$ ?+ T, E
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
3 y% e3 E% v# r3 O% fdividends received on such shares under Part IV.1 of such Act. |
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