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发表于 2008-11-29 16:58
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下面是BMO的:1 x. A* W+ a& _, k; v r9 v Z4 y
SUMMARY OF THE OFFERING" L. V- L# N5 r F
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 v) Q+ ?" W; ]" TIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.% Y' R1 N6 E+ p" F
Amount: $150,000,000 (6,000,000 shares).
4 C9 X9 E+ ~7 b/ @Price and Yield: $25.00 per share to yield initially 6.50% per annum.8 {" @; O o6 @# R
Principal Characteristics of the Preferred Shares Series 18: x7 i1 {5 S5 b& y8 R" W
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed6 D7 ?) d" X+ `
non-cumulative preferential cash dividends, as and when declared by the
& d d* g% T) }+ f$ xBoard of Directors, subject to the provisions of the Bank Act, for the initial8 `& P- n7 P0 O7 H6 w9 @
period commencing on the closing date and ending on and including2 o6 P9 n4 K) C/ ?
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
" Y, E& ~; ~6 p7 P25th day of February, May, August and November in each year, at a rate% }( y* X7 M6 J- D
equal to $0.40625 per share. The initial dividend, if declared, will be payable- m3 `+ l( B6 u: q
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing* {8 L* c% d! G" ^1 v8 X2 Y8 b
date of December 11, 2008.$ Y2 F$ Y; X6 ]
For each five-year period after the Initial Fixed Rate Period (each, a& i& E k7 b/ S# ^& e% c* H" t
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
$ v+ s( I# p1 p0 [& rSeries 18 will be entitled to receive fixed non-cumulative preferential cash* X& d9 Y! e( Y& }. [
dividends, as and when declared by the Board of Directors, subject to the
5 g4 q9 }* _7 ^0 o, [+ [provisions of the Bank Act, payable quarterly on the 25th day of February,
9 k& x* Z( `, h! `May, August and November in each year, in the amount per share per annum! c% c! K" y; w
determined by multiplying the Annual Fixed Dividend Rate applicable to
7 M* s i4 K5 ?- F+ b8 Z8 t& e! Dsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend5 c6 O* l" j( d( d' n
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the8 F& B$ w4 X5 g f1 D8 O
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
$ P! Y* {5 t3 P! [' T$ vof such Subsequent Fixed Rate Period and will be equal to the sum of the
% k) Q% t i, m' m3 s! LGovernment of Canada Yield on the applicable Fixed Rate Calculation Date4 K+ @0 \2 y8 j6 m$ ~
plus 3.83%.
7 g" f7 O: g. `* D" |0 q2 S; b' MIf the Board of Directors does not declare a dividend, or any part thereof, on7 U- L$ d- W+ P k" I
the Preferred Shares Series 18 on or before the dividend payment date for a
% z) m5 O4 [. m( kparticular quarter, then the entitlement of the holders of the Preferred
3 x8 b6 m6 k9 m! y0 jShares Series 18 to receive such dividend, or to any part thereof, for such
9 W5 D6 ~& l; m6 k: h4 U5 S' Lquarter will be forever extinguished.- ?! B# |' I* ~+ Z( ^8 E
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the: ~, A) ]2 }. i& R% B
Superintendent and to the provisions described below under ‘‘Details of the% j: l# u9 T9 U7 m- c
Offering — Certain Provisions of the Preferred Shares Series 18 as a1 u. e! O' S" X8 Q
Series — Restrictions on Dividends and Retirement of Shares’’, on( O A3 a5 A4 O" C
February 25, 2014 and on February 25 every five years thereafter, on not$ i/ M) i4 {& I* ~* q& L" {
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any/ g& ~9 p# T- D
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
/ G7 d% V2 {! w8 p0 B9 e! twithout the consent of the holder, by the payment of an amount in cash for$ k8 A* ?, S8 t, s* H
each such share so redeemed of $25.00 together with all declared and unpaid g# k" V! n9 d! m) H
dividends to the date fixed for redemption.
7 F6 K: P, U2 Q; i& bConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
$ I( [# k2 U' I1 N$ O. d+ W6 RShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have; e! s% j3 [) i1 F Z- H; }
the right, at their option, to convert, on February 25, 2014 and on6 V3 E' T7 a/ X" R/ Z
S-42 @8 J0 _% }( W8 ?' v* ]1 `
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
4 r+ F8 q8 M6 c `1 F) Wor all of their Preferred Shares Series 18 into an equal number of Preferred$ H, \0 x: x6 U' j- k5 {$ i E/ i
Shares Series 19 upon giving to the Bank notice thereof not earlier than
8 \0 k* B2 h1 t; C" k( y30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
/ Y+ r O( c6 p5 lpreceding, a Series 18 Conversion Date. Z- F# B' Z; K: p' W( ^8 E5 V5 A) v
Automatic Conversion If the Bank determines, after having taken into account all shares tendered2 v7 _5 v( \: o
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
. [, v, [ A* eSeries 19, as the case may be, that there would be outstanding on such" d/ L I V% f# a- M! C& X$ ~9 m
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
! m. y& ]# H9 m+ d _9 Z* Q! nsuch remaining number of Preferred Shares Series 18 will automatically be# G5 M& A% O) u# `! q- H, x" S
converted on such Series 18 Conversion Date into an equal number of7 ]- |, l" H- S8 u
Preferred Shares Series 19. Additionally, if the Bank determines that, after' h' {6 p3 \- u
conversion, there would be outstanding on such Series 18 Conversion Date
3 W! b( t7 R G; s: r2 a3 G* m9 _less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
' k; z2 E& f# d& Z. X/ S: E0 }* \Series 18 will be converted into Preferred Shares Series 19.1 w* j/ P. P8 d& ]& a% M
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares* {/ ]8 M! e" _5 K
Series 18 will not be entitled as such to receive notice of, attend, or vote at,/ X% I0 S) _/ s/ e; r+ f+ C1 a' U6 Z
any meeting of the shareholders of the Bank unless and until the first time at
/ y6 s- j# M: K$ S$ Nwhich the Board of Directors has not declared the whole dividend on the% h+ d' a- T* w) T! z ?" }; J
Preferred Shares Series 18 in any quarter. In that event, subject as
9 \2 V2 l% e* N) X9 z( yhereinafter provided, the holders of Preferred Shares Series 18 will be3 m. Y# Q$ u& P0 h7 U
entitled to receive notice of, and to attend, meetings of shareholders at which% V( K( K# k' T3 V4 ^) `' f, T
directors of the Bank are to be elected and will be entitled to one vote for
; X6 F" {, V7 U Geach Preferred Share Series 18 held. The voting rights of the holders of the$ K' j( \& H0 x. q; }
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
. `4 y& r( k; E' O+ l* Jthe first dividend on the Preferred Shares Series 18 to which the holders are: |6 p- x- h7 ^
entitled thereunder subsequent to the time such voting rights first arose until
3 A: p/ [& I9 D( {such time as the Bank may again fail to declare the whole dividend on the9 k( K9 F0 e" n4 Z
Preferred Shares Series 18 in respect of any quarter, in which event such
3 P! D+ Z5 j/ u* d, k* h. T# z( Ovoting rights will become effective again and so on from time to time.
8 Y* t, }/ e5 c1 aPrincipal Characteristics of the Preferred Shares Series 19
* K& i* f8 l% |$ w2 }Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
0 E* ?( T/ w6 i+ Gfloating rate non-cumulative preferential cash dividends, as and when8 r# v% \% @ n
declared by the Board of Directors, subject to the provisions of the Bank Act,( B8 n% m6 w- S4 e% |- ~
payable quarterly on the 25th day of February, May, August and November
+ h# e. {" \2 i8 d+ S, h2 [% Jin each year, in the amount per share determined by multiplying the+ n1 _! g' a- E
applicable Quarterly Floating Dividend Rate by $25.00. }2 O6 H" m4 L) Q. H/ n2 U4 d# M
On the 30th day prior to the commencement of the initial quarterly dividend
* k6 B# b) B- Qperiod beginning on February 25, 2014, and on the 30th day prior to the first
u, s; ~# _. |) u: pday of each subsequent quarterly dividend period (the initial quarterly
1 U# r8 g) C* T6 d: j- ]$ edividend period and each subsequent quarterly dividend period is referred to5 Q/ S; R3 s% o
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the k% b* Q0 c6 D
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
+ U$ L2 X( I D; W+ W) F3 | m" ?Period. The Quarterly Floating Dividend Rate will be equal to the sum of the: N4 k8 |- t+ ^1 M8 ~9 A. l. X
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
0 Y. X; o4 l0 M& J) celapsed in the applicable Quarterly Floating Rate Period divided by 365)4 v, m3 N& w* u2 G N
determined on the 30th day prior to the first day of the applicable Quarterly
! w4 u3 v% b- U+ n# DFloating Rate Period. y' k+ C4 m; m* O4 F4 [' z+ P7 o
S-57 ^: J2 B# W- Q. V# h9 q+ Q2 _' X
If the Board of Directors does not declare a dividend, or any part thereof, on
' `' y- g3 `5 d5 }3 L' `6 `/ \the Preferred Shares Series 19 on or before the dividend payment date for a6 @# F/ e$ J. z( k! O
particular quarter, then the entitlement of the holders of the Preferred
3 ^2 w/ p" q& a+ O* i+ |Shares Series 19 to receive such dividend, or to any part thereof, for such
) N) ]( a9 X2 O3 b2 @quarter will be forever extinguished., g9 f' o1 g" W! d. e! G7 s5 k
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
t: Y6 q2 Z& ESuperintendent and to the provisions described below under the heading
w, X- m( k1 O: @. n+ r& m4 J‘‘Details of the Offering — Certain Provisions of the Preferred Shares9 b& ~8 ] r( u
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,7 Z/ E( j6 M2 I: h% e4 c
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all: ~0 W2 U; p& Y6 D9 x2 d
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
6 u3 n8 G: ?) [3 j0 P: H( Voption without the consent of the holder, by the payment of an amount in* K/ X- z1 j" E
cash for each such share so redeemed of (i) $25.00 together with all declared
0 y' O/ ?5 W! ^" n1 o5 f$ X% |7 Band unpaid dividends to the date fixed for redemption in the case of
0 x4 s& G' F3 J$ [redemptions on February 25, 2019 and on February 25 every five years
4 y d4 `5 k: C ^" E, [( zthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
' v# E# ~( s2 s+ cthe date fixed for redemption in the case of redemptions on any other date
$ ~& W n( l& V) ~6 K1 p# Bon or after February 25, 2014.' ~1 W1 m) L8 m# ^ t6 N( G
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
0 ]) F" x; W6 ?8 X: ?Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have/ b( u* x0 y1 n+ c( ^
the right, at their option, to convert, on February 25, 2019 and on
3 U* {- X) ]# g* ~- SFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
& z8 A; J" @1 Lor all of their Preferred Shares Series 19 into an equal number of Preferred7 g# T8 C4 d% a6 Q, `8 R
Shares Series 18 upon giving to the Bank written notice thereof not earlier# G7 t/ h" _6 w( G2 i9 }! h
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
8 ]% z7 L' x1 ^15th day preceding, a Series 19 Conversion Date.
/ n% X9 K0 ?( e+ z/ _" dAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
8 S7 G6 [" ?" C# \" O7 mProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
& D+ d' v& w/ j$ USeries 18, as the case may be, that there would be outstanding on such% A- n7 p% M! X; r7 W
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
* @8 j& Z6 G' G$ ^such remaining number of Preferred Shares Series 19 will automatically be
. R6 S `% d9 g3 p+ ^# A5 @$ D. Yconverted on such Series 19 Conversion Date into an equal number of, m! r3 x* l+ _( `1 R7 U" t
Preferred Shares Series 18. Additionally, if the Bank determines that, after; A7 Q2 d8 p& ?( |
conversion, there would be outstanding on such Series 19 Conversion Date
# K6 k: f' i; R: e3 kless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
$ n- g2 x6 O( M$ t- a6 ~) r: v( N3 @Series 19 will be converted into Preferred Shares Series 18.
) P2 F1 |; ~/ m8 n& k% WVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares; ^# @$ K$ n2 v, S* J
Series 19 will not be entitled as such to receive notice of, attend, or vote at,) e; l8 \* o# S, [) [
any meeting of the shareholders of the Bank unless and until the first time at
" c% \9 b1 x% ?+ ?4 h/ fwhich the Board of Directors has not declared the whole dividend on the
" V! I& u6 E/ g/ rPreferred Shares Series 19 in any quarter. In that event, subject as0 k/ v2 w# D( P5 ?) j4 I
hereinafter provided, the holders of Preferred Shares Series 19 will be
$ Y, [) q9 m: E M# V3 Gentitled to receive notice of, and to attend, meetings of shareholders at which |% c/ C1 n0 R, d. r9 ?
directors of the Bank are to be elected and will be entitled to one vote for7 j m* i* d2 M+ P' w4 f
each Preferred Share Series 19 held. The voting rights of the holders of the: v$ o, g- i$ B [0 [
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of0 j$ F \# j) a( F1 b6 _
the first dividend on the Preferred Shares Series 19 to which the holders are& H9 C; L3 @% j" w5 C6 e- ~: j
entitled thereunder subsequent to the time such voting rights first arose until# j, ~" b# [. K: D
such time as the Bank may again fail to declare the whole dividend on the/ \7 L a- d* U9 ]( B- I
Preferred Shares Series 19 in respect of any quarter, in which event such
$ o( M) i+ J3 k0 O' o7 g1 ^; T9 |+ rvoting rights will become effective again and so on from time to time.
. E( [& i: x2 g4 }4 H% A7 E/ QS-6
% ]5 z$ M! j ?% P& kPriority: The preferred shares of each series of the Bank will rank on a parity with3 g2 K+ o& }6 \. m
every other series and are entitled to preference over the common shares of
! e% G, a- o$ Pthe Bank and over any other shares of the Bank ranking junior to the0 {5 [2 J3 j' a& s
preferred shares with respect to the payment of dividends and upon any6 X. y9 F- z4 @
distribution of assets in the event of the liquidation, dissolution or i) B' Y$ j" v" N' E
winding-up of the Bank." s( W2 e6 A0 b) w" F0 q* K
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under0 @* u& S0 ]7 f
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
1 t4 |- p6 _8 c2 W x0 U4 @Series 18 and Preferred Shares Series 19 will not be required to pay tax on7 ^- e( [) B; u' a6 I1 E
dividends received on such shares under Part IV.1 of such Act. |
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