 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:
' @2 X- G4 z: S5 B$ R# sSUMMARY OF THE OFFERING/ r1 e; D! F( P/ [0 b" h5 g( ^/ z
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’’.
2 g# m) B/ d$ a, Q! q: q' Q hIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
6 u7 [! Y# q* ]5 TAmount: $150,000,000 (6,000,000 shares).
0 T4 r T3 S" o, p C1 YPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
1 Q0 u( v* W. c: I$ S. iPrincipal Characteristics of the Preferred Shares Series 184 f3 U- z4 {6 E! e6 _3 Z: Q5 U
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
7 N0 O$ Q, k* _+ o6 d6 Znon-cumulative preferential cash dividends, as and when declared by the
* ?! T" D1 @ s1 Q0 h1 ~Board of Directors, subject to the provisions of the Bank Act, for the initial
' I6 c4 G* g6 s9 Pperiod commencing on the closing date and ending on and including
5 _/ b$ ]$ q& t4 a( N, KFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
5 z/ b& X! Z" _8 x8 o25th day of February, May, August and November in each year, at a rate5 _+ n5 ~3 L& ]2 t4 J5 y- L' h) \
equal to $0.40625 per share. The initial dividend, if declared, will be payable6 V8 [4 z) {: ?7 _$ W" Z, M1 h
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
* q a5 R3 f/ ~+ Ndate of December 11, 2008.* x; N) q; Y3 ~+ u2 B, x
For each five-year period after the Initial Fixed Rate Period (each, a% ]3 u: ]0 E1 H* K' H/ Z# C, x
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
5 C, v# B: S% B% c* oSeries 18 will be entitled to receive fixed non-cumulative preferential cash% N9 H5 \2 W! h
dividends, as and when declared by the Board of Directors, subject to the
' s4 \/ l* x) Zprovisions of the Bank Act, payable quarterly on the 25th day of February,* e! P; ^3 A" X7 i: A
May, August and November in each year, in the amount per share per annum w+ F2 T: Q1 q9 Z& {/ a* u2 E
determined by multiplying the Annual Fixed Dividend Rate applicable to, j, j, l0 o0 W `% G' f2 O
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
3 \0 q. `6 _+ O! KRate for the ensuing Subsequent Fixed Rate Period will be determined by the
, E* u7 ]$ y' P& {$ {2 B$ bBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day- T, q$ F" |* ^! l+ B: U* v
of such Subsequent Fixed Rate Period and will be equal to the sum of the' |( X, W. n# U5 n$ H, w
Government of Canada Yield on the applicable Fixed Rate Calculation Date6 Z% N% [5 c9 S9 {3 S) F9 }
plus 3.83%.0 [2 p' p( m0 e" |
If the Board of Directors does not declare a dividend, or any part thereof, on
2 \# B Y7 ], o" J8 T' ~. Nthe Preferred Shares Series 18 on or before the dividend payment date for a
$ s& |6 W& W$ j+ ?& Fparticular quarter, then the entitlement of the holders of the Preferred
+ g" R5 {% e) c/ m8 RShares Series 18 to receive such dividend, or to any part thereof, for such
& X- {2 h3 e7 V: E8 M" p W4 Iquarter will be forever extinguished.
8 Y% B0 e2 Q! PRedemption: Subject to the provisions of the Bank Act and to the prior consent of the8 B c8 j4 L* i% ^9 i9 S
Superintendent and to the provisions described below under ‘‘Details of the# e$ _5 a6 e; h
Offering — Certain Provisions of the Preferred Shares Series 18 as a0 i+ h, r, t: b1 F
Series — Restrictions on Dividends and Retirement of Shares’’, on
$ G. R9 d8 y3 q& N& zFebruary 25, 2014 and on February 25 every five years thereafter, on not
3 K% D3 C* V& a0 pmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
# \5 |0 d: T$ P! | p2 r0 M4 G' Hpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
& c+ _ Y/ j" s) m& iwithout the consent of the holder, by the payment of an amount in cash for
: Y7 O+ U+ U% ?9 S4 w5 Eeach such share so redeemed of $25.00 together with all declared and unpaid$ V; k( l( Q% M; I% p
dividends to the date fixed for redemption.
$ B) g" ]( i: @+ E QConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic$ _1 P& \% |8 O
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have. w6 z4 B; _) ] e( U
the right, at their option, to convert, on February 25, 2014 and on
* @+ r m" C: |5 ^2 f' @S-4
8 T; p8 H9 d$ W+ z6 l" ?February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any V! t4 i$ [) o+ o
or all of their Preferred Shares Series 18 into an equal number of Preferred
( c7 N% B% h f( }& s6 V5 c) V' k+ LShares Series 19 upon giving to the Bank notice thereof not earlier than$ c0 y1 ]2 U6 h# I* O. [) q% \8 \
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
+ e" H& e- [* p apreceding, a Series 18 Conversion Date.
* |, L* R! r3 b5 |" v9 N+ W: K. G6 DAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
/ e4 [% N+ ~9 m/ H- L" M( s: `2 V, NProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares% o# K$ E, k4 P) Y) f3 M
Series 19, as the case may be, that there would be outstanding on such
* k' A, q! g" i" L. }4 XSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
( L! H, }5 `% L: X4 ?' s( P* ]such remaining number of Preferred Shares Series 18 will automatically be I" r) m; d% ?9 M: s
converted on such Series 18 Conversion Date into an equal number of
( T0 ]2 C/ f& N' T, {Preferred Shares Series 19. Additionally, if the Bank determines that, after: O- ]; ?3 ^& N9 r5 g& g( ~3 _
conversion, there would be outstanding on such Series 18 Conversion Date
0 S, o2 ?0 f; yless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
) m5 [$ R0 i% Q) a& W$ _+ O& f" uSeries 18 will be converted into Preferred Shares Series 19.
$ w* l: t$ O8 K' `- [Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
; b; v1 B* r& H8 R5 g$ ^, YSeries 18 will not be entitled as such to receive notice of, attend, or vote at,% }3 v( G# L( d: r0 t
any meeting of the shareholders of the Bank unless and until the first time at4 c) w2 S4 J( d) l5 R* W
which the Board of Directors has not declared the whole dividend on the0 t9 d2 {6 ?) y; G
Preferred Shares Series 18 in any quarter. In that event, subject as
: T( y# S3 i: _* F, l8 i( y2 @hereinafter provided, the holders of Preferred Shares Series 18 will be
0 n2 b9 h X* ]( Q+ C" Zentitled to receive notice of, and to attend, meetings of shareholders at which
) u+ ~3 B# U# ?4 |% V* Pdirectors of the Bank are to be elected and will be entitled to one vote for. z0 f. ^9 w D0 V* X& a! [9 N
each Preferred Share Series 18 held. The voting rights of the holders of the
3 s" R# i% s. J: o) k C. iPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
, _, J6 S( A2 I% P( Uthe first dividend on the Preferred Shares Series 18 to which the holders are3 _6 H8 E( n7 C( t/ U$ T0 O
entitled thereunder subsequent to the time such voting rights first arose until2 n; P) S: b W3 ]- b/ n
such time as the Bank may again fail to declare the whole dividend on the! u/ T9 h0 {0 m/ ^+ M4 o
Preferred Shares Series 18 in respect of any quarter, in which event such
2 f, B% z; r8 `3 g) S7 s# U cvoting rights will become effective again and so on from time to time.2 |5 [) N7 B, P) f: |, A
Principal Characteristics of the Preferred Shares Series 19; J9 \& `. x, q5 R- I; l
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
2 H! U: R& n' Qfloating rate non-cumulative preferential cash dividends, as and when
5 p/ y" A# I# K6 t1 |declared by the Board of Directors, subject to the provisions of the Bank Act,0 n/ ` r8 ^' j X( O9 w' O5 r
payable quarterly on the 25th day of February, May, August and November
# I7 h h1 T }( ~6 C, j' nin each year, in the amount per share determined by multiplying the! m! g5 o: h* \
applicable Quarterly Floating Dividend Rate by $25.00.
3 d' Z" v' v0 z. }# j# UOn the 30th day prior to the commencement of the initial quarterly dividend
% L4 e( U# I# o; F( p1 Nperiod beginning on February 25, 2014, and on the 30th day prior to the first5 ]6 T6 h; B( U8 x
day of each subsequent quarterly dividend period (the initial quarterly4 k9 y7 k; _7 h
dividend period and each subsequent quarterly dividend period is referred to
: J- ]2 K( r& P, n% S+ Ias a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the: Q0 [8 S# I1 T& J. @3 e' e$ U
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
! P( q+ j" R+ L. d3 f KPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the. q3 _; X7 C) _2 L% |' x
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
B' r% _# r2 Eelapsed in the applicable Quarterly Floating Rate Period divided by 365)
* t$ c0 n6 L* W; m; V; vdetermined on the 30th day prior to the first day of the applicable Quarterly
4 Z c/ ~' w& D: |Floating Rate Period.
0 K, {% ]# j4 z7 c8 J+ S$ qS-5
8 C8 v, ?' K, qIf the Board of Directors does not declare a dividend, or any part thereof, on3 x: {, `3 y, F/ _$ ]9 f7 M
the Preferred Shares Series 19 on or before the dividend payment date for a
# E2 [( S0 V" n8 Jparticular quarter, then the entitlement of the holders of the Preferred$ f/ }3 y* `: q( l
Shares Series 19 to receive such dividend, or to any part thereof, for such
% I& h% ~! f, Q, N4 Tquarter will be forever extinguished. Q: L) z p a! [/ J6 H2 _
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
! ^" x M3 m) O) i$ V! mSuperintendent and to the provisions described below under the heading
7 B0 }: P, p, H4 e* m1 {‘‘Details of the Offering — Certain Provisions of the Preferred Shares1 ^, ]0 D6 F# \! d( A
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,& u+ }$ o: ^( @9 H( W) ]. Z
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all2 E1 \1 X; A4 `3 Q
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s% ? g. d; N0 _: w
option without the consent of the holder, by the payment of an amount in0 C8 J+ S, r! W
cash for each such share so redeemed of (i) $25.00 together with all declared9 N g8 w+ `7 T6 r% _7 w2 L
and unpaid dividends to the date fixed for redemption in the case of$ e% }( S% I7 B2 A# j5 `: R* e
redemptions on February 25, 2019 and on February 25 every five years
. c/ ~0 p. a: C1 M8 }$ ]" Wthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
: H9 g6 ?1 u3 {+ I' l2 b0 f9 gthe date fixed for redemption in the case of redemptions on any other date; _4 u: g3 j' k6 l
on or after February 25, 2014.
" w' f ]6 z' z* Q! C/ Q/ \( eConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic* f( `7 c. M; w, s# l
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
0 o) o; A3 C, d$ ~ }4 X: o1 vthe right, at their option, to convert, on February 25, 2019 and on
6 L" y) A- T5 R/ ? ]( `7 `February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
: G8 v5 K; |" S% {or all of their Preferred Shares Series 19 into an equal number of Preferred7 S# H' X1 M8 G& u
Shares Series 18 upon giving to the Bank written notice thereof not earlier" x% a/ I6 H" [# C) u
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
_ J$ C& u) h. Q) h/ s15th day preceding, a Series 19 Conversion Date.3 d- M1 f1 U# @3 R" z& v
Automatic Conversion If the Bank determines, after having taken into account all shares tendered2 @# O4 I$ N: G0 O/ V
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares2 ~7 M: J5 |2 {3 |+ v# W- Y2 U
Series 18, as the case may be, that there would be outstanding on such# R' W/ J" [8 [" n
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,& }: } P( T5 \" @8 K/ A
such remaining number of Preferred Shares Series 19 will automatically be( E5 r0 ^( m& W [8 U
converted on such Series 19 Conversion Date into an equal number of6 ~6 Y* |, @9 c4 ^
Preferred Shares Series 18. Additionally, if the Bank determines that, after0 O# K7 @. m& v/ A
conversion, there would be outstanding on such Series 19 Conversion Date, ]& [8 f" q8 `* b& Q
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
# l, e' B! C/ i* x: v/ Q/ FSeries 19 will be converted into Preferred Shares Series 18., b2 {6 E; _# e
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
5 G& [" o- l/ |/ J# J2 V0 RSeries 19 will not be entitled as such to receive notice of, attend, or vote at,) u+ J. S/ M2 i6 u
any meeting of the shareholders of the Bank unless and until the first time at
) C* F6 z# w/ b* z6 Gwhich the Board of Directors has not declared the whole dividend on the
- {7 C: Q% o, W) g; r( K* T; | k* YPreferred Shares Series 19 in any quarter. In that event, subject as' A' i3 R; o6 F7 Z) o; R' h$ X5 ?
hereinafter provided, the holders of Preferred Shares Series 19 will be. l4 l( f% Q! ^4 r! E" S9 e
entitled to receive notice of, and to attend, meetings of shareholders at which3 [" _0 f: B- w2 J5 S9 [
directors of the Bank are to be elected and will be entitled to one vote for! a8 v+ S5 ]: E9 F2 E3 N# E! @
each Preferred Share Series 19 held. The voting rights of the holders of the
6 J6 m$ X& @0 | L0 a* @Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
( I' R- i+ m& L7 V9 q. wthe first dividend on the Preferred Shares Series 19 to which the holders are: N% u( i0 n- s& i/ o, k
entitled thereunder subsequent to the time such voting rights first arose until
5 ?6 X Y3 q. m4 D% u, Vsuch time as the Bank may again fail to declare the whole dividend on the+ ]. N) ]3 g; f& a- d2 v4 Z5 @
Preferred Shares Series 19 in respect of any quarter, in which event such
$ v( h$ {8 i. d# K: {) A+ Gvoting rights will become effective again and so on from time to time.
0 @* p2 f, O: X, [S-6
9 M+ }$ t3 c2 l9 A9 b! gPriority: The preferred shares of each series of the Bank will rank on a parity with
6 V0 [- E4 T# A0 M$ Kevery other series and are entitled to preference over the common shares of, h& F n) a/ g$ l6 P i
the Bank and over any other shares of the Bank ranking junior to the
/ h4 O+ V$ u1 y9 E. W7 }: f) ]$ O% npreferred shares with respect to the payment of dividends and upon any
! k8 ~- ?% Y9 m/ m3 Wdistribution of assets in the event of the liquidation, dissolution or
% n, i8 N# m1 U' M2 E0 F$ lwinding-up of the Bank.- c4 l" H0 x! u! b3 K l
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under1 |6 x: p" T+ B& d" x8 O
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
3 ~: F) w7 k5 K; ~5 USeries 18 and Preferred Shares Series 19 will not be required to pay tax on8 s$ ?3 ~4 {* E+ y: x/ i( ^3 r2 l
dividends received on such shares under Part IV.1 of such Act. |
|