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发表于 2008-11-29 16:58
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下面是BMO的:
1 x) X( y" \4 y% j1 uSUMMARY OF THE OFFERING: g2 D! h" l$ v' B) E
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’’.
5 |! k; ^0 {1 p4 oIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
: K3 d2 ?2 j x' w+ ]. kAmount: $150,000,000 (6,000,000 shares).4 F: q5 G, T! z+ S! f
Price and Yield: $25.00 per share to yield initially 6.50% per annum.$ @$ X' i* b' b3 Q% {6 Y
Principal Characteristics of the Preferred Shares Series 181 k$ M: C5 r/ a+ f& [
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed- k( G: u9 g( n3 L2 j
non-cumulative preferential cash dividends, as and when declared by the
8 I/ R' ^! T. {* D. B& o" n1 PBoard of Directors, subject to the provisions of the Bank Act, for the initial
7 g) }: ]0 \! g; R* Vperiod commencing on the closing date and ending on and including- [2 l6 F- P; T3 G
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
: N, n0 C. _. M. d25th day of February, May, August and November in each year, at a rate! [4 ] K3 y# h5 X5 m4 P- w. a( X* S
equal to $0.40625 per share. The initial dividend, if declared, will be payable) C: |% j' |) s2 K. Y! J0 d8 X
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
3 e9 X, T d5 T8 S, |4 e udate of December 11, 2008./ ]. V1 S& I! ?3 X* `$ \! \' x4 G
For each five-year period after the Initial Fixed Rate Period (each, a! @2 [: Z1 N, o
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares6 u! F9 S* R$ l; z, K+ |; E# {* m
Series 18 will be entitled to receive fixed non-cumulative preferential cash
- f" d- d4 S! i0 C3 p3 ]dividends, as and when declared by the Board of Directors, subject to the' Z/ ~ V3 y) n' l9 u
provisions of the Bank Act, payable quarterly on the 25th day of February,
# q1 n& R5 l& x" VMay, August and November in each year, in the amount per share per annum5 i2 w& d3 q. n3 M# |
determined by multiplying the Annual Fixed Dividend Rate applicable to: y8 D0 {6 k: O2 B4 {; z/ ^
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend- N1 G1 {8 n x+ K% ?
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the9 f; r4 @, C) u" h, g* Q, R% e
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
0 d& e4 R! |4 ]0 mof such Subsequent Fixed Rate Period and will be equal to the sum of the. Y9 U. s- [2 o4 ^ t3 O
Government of Canada Yield on the applicable Fixed Rate Calculation Date
4 ~/ F) [: @# D4 ~- N8 Rplus 3.83%.
9 E- ^3 Z3 V% S6 ?If the Board of Directors does not declare a dividend, or any part thereof, on; m. y) X9 A9 k% H+ F
the Preferred Shares Series 18 on or before the dividend payment date for a
. T' ]' Y. \( t& |0 H; ]" u* Sparticular quarter, then the entitlement of the holders of the Preferred
( s; O* K! q G3 O' ?& dShares Series 18 to receive such dividend, or to any part thereof, for such' Q: B9 W( a r5 P" W7 f
quarter will be forever extinguished.
$ L# n( A! n* I# g" ]Redemption: Subject to the provisions of the Bank Act and to the prior consent of the |& ~5 V1 z5 |5 p
Superintendent and to the provisions described below under ‘‘Details of the
. ^3 h) `: x- ^( rOffering — Certain Provisions of the Preferred Shares Series 18 as a
' S: h( s K, NSeries — Restrictions on Dividends and Retirement of Shares’’, on5 r- f# y5 Q, J* c$ x( a+ {
February 25, 2014 and on February 25 every five years thereafter, on not/ g: m: b1 Y' P# d
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any/ H( R, ~- H* R- v" `8 y9 y
part of the then outstanding Preferred Shares Series 18, at the Bank’s option6 n/ T6 C. l/ R2 y7 e# v8 a
without the consent of the holder, by the payment of an amount in cash for
! P" [& c7 O7 g. L, Peach such share so redeemed of $25.00 together with all declared and unpaid
% K: }/ x" A5 {" c# ^7 Vdividends to the date fixed for redemption.; C2 a; n0 d6 g. [8 y0 i
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
6 o) ` d- I) C6 x: sShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
3 h% j) Y8 a! o5 y1 h) Y; zthe right, at their option, to convert, on February 25, 2014 and on
2 C6 r# @3 ?7 JS-4
+ [% c& {+ J5 M3 l4 g# IFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
( u3 \# [1 E1 C/ W t! X5 Sor all of their Preferred Shares Series 18 into an equal number of Preferred0 ^, `* J+ [ K4 s$ m) d- Z1 c w6 t
Shares Series 19 upon giving to the Bank notice thereof not earlier than
& B) K* D9 T4 U) n30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
5 Q- P7 ^) h/ R# w* dpreceding, a Series 18 Conversion Date.
! _- @) W/ q" X% W& xAutomatic Conversion If the Bank determines, after having taken into account all shares tendered. n \* S' B4 O0 l S. V
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
* V' C( l9 H+ u& n* Y' Z2 S9 PSeries 19, as the case may be, that there would be outstanding on such3 C6 A1 }7 x9 ?8 w# |8 I* t
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
' K9 f" f0 K; J% F$ _such remaining number of Preferred Shares Series 18 will automatically be" A. r5 Q2 R* I" h" z
converted on such Series 18 Conversion Date into an equal number of
2 X( `: ~. e9 y9 E# E) X8 [' G+ vPreferred Shares Series 19. Additionally, if the Bank determines that, after5 `9 k; J. C! r
conversion, there would be outstanding on such Series 18 Conversion Date6 w& N7 B% P& ?2 C/ j
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
5 H$ Q7 ^. K& d( W8 p8 XSeries 18 will be converted into Preferred Shares Series 19.
; Q. ~6 Y% F% b+ H# d I* rVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares; | G) c6 P( p3 o) G. }. M
Series 18 will not be entitled as such to receive notice of, attend, or vote at,; ]- z1 J9 x2 m& T0 P
any meeting of the shareholders of the Bank unless and until the first time at
4 N" `+ u% [- }which the Board of Directors has not declared the whole dividend on the! Q# N8 D! H. I6 S" a& u# ?
Preferred Shares Series 18 in any quarter. In that event, subject as4 k0 q& o; `5 X3 Q
hereinafter provided, the holders of Preferred Shares Series 18 will be+ U# V" C& B6 ]: ?( U2 P8 U
entitled to receive notice of, and to attend, meetings of shareholders at which; [ m) }( V: s5 s6 s) ~- s. N% _
directors of the Bank are to be elected and will be entitled to one vote for) L6 I0 w: w0 `( p' `# j- K r
each Preferred Share Series 18 held. The voting rights of the holders of the
6 [. m) a0 ^) G0 O! [Preferred Shares Series 18 will forthwith cease upon payment by the Bank of# A2 l3 U8 D+ M6 I, I$ \8 l
the first dividend on the Preferred Shares Series 18 to which the holders are, K. b- j" U4 s. Z! u1 Z
entitled thereunder subsequent to the time such voting rights first arose until
% H3 g/ H! B& |$ vsuch time as the Bank may again fail to declare the whole dividend on the
& G5 H5 O. X9 x7 EPreferred Shares Series 18 in respect of any quarter, in which event such0 \( I: L* C( z7 U2 A* k
voting rights will become effective again and so on from time to time.
* {, U9 f; n* v2 DPrincipal Characteristics of the Preferred Shares Series 19
7 [8 W+ u1 v# _; o8 @( SDividends: The holders of the Preferred Shares Series 19 will be entitled to receive; W! @. J8 w, {4 [/ c
floating rate non-cumulative preferential cash dividends, as and when5 v$ O5 w: W$ H8 J7 Z
declared by the Board of Directors, subject to the provisions of the Bank Act,1 U5 e3 j1 @. P8 ^
payable quarterly on the 25th day of February, May, August and November
6 i# H1 b0 A5 w0 k1 B8 N: Xin each year, in the amount per share determined by multiplying the0 e$ Q/ _! a1 C2 W
applicable Quarterly Floating Dividend Rate by $25.00.
' z- G( |+ y i' I" \On the 30th day prior to the commencement of the initial quarterly dividend
1 B5 c* Q& x6 j) Iperiod beginning on February 25, 2014, and on the 30th day prior to the first
0 I5 O) J3 N/ Wday of each subsequent quarterly dividend period (the initial quarterly1 m. N; O0 \ t( k
dividend period and each subsequent quarterly dividend period is referred to! m4 K- Y6 v% a/ k0 {' i1 |- l
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the& P9 O; V x9 W9 _5 ^4 b; c
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
( A4 i) l j/ z5 _) QPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the6 p1 ~: m# d- q7 A/ {* _
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
1 ^' r; H2 A Velapsed in the applicable Quarterly Floating Rate Period divided by 365); {4 j9 G0 n# x' b0 Y
determined on the 30th day prior to the first day of the applicable Quarterly. D! O) F$ f+ e4 D ~: t! P+ {
Floating Rate Period.
+ M7 i/ s+ G* r$ Q9 Q; |9 KS-58 J- Z& K+ D! A# x: p
If the Board of Directors does not declare a dividend, or any part thereof, on! s. [5 y& ~3 h1 [- d3 I7 t Z
the Preferred Shares Series 19 on or before the dividend payment date for a
8 G* D; H$ B0 R- e- ]* k2 L) rparticular quarter, then the entitlement of the holders of the Preferred
( M# g0 @# S( l8 z( u$ }3 W' w7 [$ NShares Series 19 to receive such dividend, or to any part thereof, for such
2 u. y7 a9 ?. A; _0 D- \quarter will be forever extinguished.
2 @5 M- Z4 G& x( URedemption: Subject to the provisions of the Bank Act and to the prior consent of the
' r5 c5 [; {$ ^Superintendent and to the provisions described below under the heading% U' C$ A/ k7 N: {3 K, l" n
‘‘Details of the Offering — Certain Provisions of the Preferred Shares& a8 A+ N P$ a: w1 b
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
& P' u. k# r' ^; N# f% C0 r$ Kon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
' J( r8 X! p$ R: d- _& k7 x, Dor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
% M* F& Z y9 O' o, Y8 g. Yoption without the consent of the holder, by the payment of an amount in
& ], ~# r* _8 I+ I- ecash for each such share so redeemed of (i) $25.00 together with all declared, o: e' z6 ~0 M. I9 w
and unpaid dividends to the date fixed for redemption in the case of
t9 v. S9 z0 Z+ f+ b- p G4 Jredemptions on February 25, 2019 and on February 25 every five years
+ z t- q- X* m0 \7 `% r# Hthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
5 }! I% G; S$ Q& l1 Qthe date fixed for redemption in the case of redemptions on any other date
$ z* X7 Z$ F/ Y, [1 @: G3 J, ?on or after February 25, 2014.
8 F P' Y: X/ s& W+ nConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
0 Y5 H) q2 E' ^; |8 e3 CShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have5 P2 Q! H5 [! D* F2 G5 _; \
the right, at their option, to convert, on February 25, 2019 and on
% }# ~8 H R. d, ~+ X7 ^- UFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any% I# ^& b; p' r2 n& {; l
or all of their Preferred Shares Series 19 into an equal number of Preferred
3 {# h+ K/ s6 F: `! kShares Series 18 upon giving to the Bank written notice thereof not earlier
# c/ m& m9 j3 }* Athan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
" ^- q9 Z" ]5 B6 \) `15th day preceding, a Series 19 Conversion Date.3 Q6 \# d0 }' I8 X) b
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
/ u* g, V7 w- r" WProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
5 H. e, n: H0 y( u" ?Series 18, as the case may be, that there would be outstanding on such
1 Y4 G9 u' @6 h- s6 ^Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,8 ~3 n; `2 i) N6 c* ~- v# Y/ E
such remaining number of Preferred Shares Series 19 will automatically be
& n- u U5 }6 Sconverted on such Series 19 Conversion Date into an equal number of: a/ {/ X# k0 A; L: T
Preferred Shares Series 18. Additionally, if the Bank determines that, after
, |) x2 |* J7 [5 Cconversion, there would be outstanding on such Series 19 Conversion Date
4 J n ?, I$ E: P$ ]" m, nless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
* Z2 Y! l8 _" X! J' ~2 S6 ~/ fSeries 19 will be converted into Preferred Shares Series 18.# |! A: P6 t- B5 ]& l$ \
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
5 I7 B. i# q0 MSeries 19 will not be entitled as such to receive notice of, attend, or vote at,' b, s& ?3 S6 @7 {
any meeting of the shareholders of the Bank unless and until the first time at# m) u' [: U% o
which the Board of Directors has not declared the whole dividend on the
; n0 K' ~ x8 K- y9 D0 EPreferred Shares Series 19 in any quarter. In that event, subject as1 L8 X( m) y+ S) D% E* q
hereinafter provided, the holders of Preferred Shares Series 19 will be
, C# {1 _6 P; `; M7 n/ ~* tentitled to receive notice of, and to attend, meetings of shareholders at which
, g* w' z2 Z) W( h. N8 Adirectors of the Bank are to be elected and will be entitled to one vote for v2 U3 s1 O0 c1 O
each Preferred Share Series 19 held. The voting rights of the holders of the
, ?$ A, E; M, FPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
% m( c: t- X) H j: S( Athe first dividend on the Preferred Shares Series 19 to which the holders are. K# X' F( x0 h- K) H* E7 `. j3 o
entitled thereunder subsequent to the time such voting rights first arose until
: q8 F6 F. n* G" ~0 o+ r- D5 _/ Lsuch time as the Bank may again fail to declare the whole dividend on the
& z5 H4 d& x! u3 @- ?Preferred Shares Series 19 in respect of any quarter, in which event such
9 c3 [1 f" d) i) ?- {( K4 Q0 Vvoting rights will become effective again and so on from time to time.
6 s4 x: a1 F* f/ n. {% XS-6 j. q6 d2 V. C r& {
Priority: The preferred shares of each series of the Bank will rank on a parity with
* c' C2 i2 A9 Y+ r/ Eevery other series and are entitled to preference over the common shares of
2 K$ _: r7 A2 ~- H& o; {+ i6 wthe Bank and over any other shares of the Bank ranking junior to the
& ^, O5 q8 i1 T! C0 ]2 H7 k8 Npreferred shares with respect to the payment of dividends and upon any
u, _; r' I7 d4 S @distribution of assets in the event of the liquidation, dissolution or4 ?7 v! t, |2 o/ K9 K3 l
winding-up of the Bank.8 f' I, _; X1 \% j% J s
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under+ C( n1 s5 o+ d2 I! R, W
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
0 d3 l4 h1 c$ W& P0 U6 tSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
# {$ r5 _0 l: p0 Mdividends received on such shares under Part IV.1 of such Act. |
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