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发表于 2008-11-29 16:58
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下面是BMO的:$ v# W' L$ c2 D3 d5 l
SUMMARY OF THE OFFERING
" o( c. S7 k/ I6 ^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’’.
# _' ?& d- R5 Q" }9 H3 XIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.! `' P8 k# M0 C z* [' W- \; C: m
Amount: $150,000,000 (6,000,000 shares).
, {4 o6 N, c6 P. n+ `/ rPrice and Yield: $25.00 per share to yield initially 6.50% per annum.% x6 F8 W2 E( K
Principal Characteristics of the Preferred Shares Series 18
9 i' N( c: `1 |' a1 A) R5 Q. @Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed9 ]) ?( W/ S( o5 ] q7 O
non-cumulative preferential cash dividends, as and when declared by the
4 ~9 p2 L1 N- A0 k# xBoard of Directors, subject to the provisions of the Bank Act, for the initial
0 q T. R9 m" m8 Wperiod commencing on the closing date and ending on and including, _# w# N/ B5 U. W/ p Z2 \
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the6 Z" R. T" G3 Z6 O0 h9 S! R. D
25th day of February, May, August and November in each year, at a rate
; J+ P! }& i" {6 F i3 Pequal to $0.40625 per share. The initial dividend, if declared, will be payable7 M& z/ h+ G2 ~; s% _- V {' L
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing% R% m/ [0 R. S' { P& P
date of December 11, 2008.
0 v1 b7 s7 v3 h! U4 Y/ k5 oFor each five-year period after the Initial Fixed Rate Period (each, a
7 H" a6 `! r) Y) T7 o/ I3 t/ C‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
5 @6 b2 @8 R5 z5 j# ]3 gSeries 18 will be entitled to receive fixed non-cumulative preferential cash7 L' z1 J/ {* i Y3 o0 h
dividends, as and when declared by the Board of Directors, subject to the
# h: `; T8 ^; ]9 b: A4 Vprovisions of the Bank Act, payable quarterly on the 25th day of February,% K! I# g# G8 |( M, c, V
May, August and November in each year, in the amount per share per annum7 A& ~& }3 W i; K5 f7 G, ]; B
determined by multiplying the Annual Fixed Dividend Rate applicable to+ f `0 R V5 m
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
( g9 ~! R9 d+ R. L/ URate for the ensuing Subsequent Fixed Rate Period will be determined by the
" b9 U8 V) X0 J0 N8 U7 x* hBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day3 M; U5 [* Z5 G
of such Subsequent Fixed Rate Period and will be equal to the sum of the8 p# Y/ Z8 T) j$ Y5 a
Government of Canada Yield on the applicable Fixed Rate Calculation Date3 }/ `% e1 p2 G5 V/ p! O5 g1 h# L
plus 3.83%.
$ J1 }+ Z2 Y) J) s7 pIf the Board of Directors does not declare a dividend, or any part thereof, on3 _/ H; U7 M/ {1 U& o4 b
the Preferred Shares Series 18 on or before the dividend payment date for a
9 f O. b3 E, Y1 d Jparticular quarter, then the entitlement of the holders of the Preferred
( I3 w) H$ [: A8 Q+ cShares Series 18 to receive such dividend, or to any part thereof, for such" ?$ g& r* \$ X! B3 G
quarter will be forever extinguished.' D# `7 x3 ~4 q& q6 }0 N( C
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
$ r% e& B6 H& b1 z( U% sSuperintendent and to the provisions described below under ‘‘Details of the3 C& X1 o' Y1 N" t% m% c5 x$ A
Offering — Certain Provisions of the Preferred Shares Series 18 as a# R, C2 p; ]7 h5 C5 E' ~
Series — Restrictions on Dividends and Retirement of Shares’’, on
$ Q. L2 q3 D7 ]. lFebruary 25, 2014 and on February 25 every five years thereafter, on not2 ]. t+ L0 F& l+ o% L. x5 Z
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any. G# M: M: l8 O0 x; F/ B4 T
part of the then outstanding Preferred Shares Series 18, at the Bank’s option) P5 z% {1 E, P9 E
without the consent of the holder, by the payment of an amount in cash for+ s% h, \) ~' ~
each such share so redeemed of $25.00 together with all declared and unpaid
9 W. V2 T+ E3 }4 g Vdividends to the date fixed for redemption.3 A& ~- { i0 ]; Z& q# T
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
0 R2 a) _# c; ~$ w4 p6 uShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
& w7 T A% {- ~" Rthe right, at their option, to convert, on February 25, 2014 and on
9 Y! L8 P( M6 R- }$ D7 QS-4
( y1 S4 Y9 d! s% O7 C1 bFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
+ x! I7 N5 Z; F8 {or all of their Preferred Shares Series 18 into an equal number of Preferred
. d7 @) |5 O! s+ B+ L IShares Series 19 upon giving to the Bank notice thereof not earlier than4 E# O! G- ]* O) }5 B: I' T
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day) u! u2 Y, X% S' {0 D$ e
preceding, a Series 18 Conversion Date.1 \* F1 Q3 O5 D9 K } m
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
9 E; V4 p: v) N- }Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares- f' R7 v9 y3 E" y; k
Series 19, as the case may be, that there would be outstanding on such
$ R/ I7 D; j) C8 L2 V6 F7 ESeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,( q' p+ [9 f) Q! K. h
such remaining number of Preferred Shares Series 18 will automatically be* e6 J4 K! |; w F) \
converted on such Series 18 Conversion Date into an equal number of+ G6 z7 Y6 `) c+ ~* x$ [, d
Preferred Shares Series 19. Additionally, if the Bank determines that, after
: o! _5 G# D9 w8 k2 x" ?, j1 |conversion, there would be outstanding on such Series 18 Conversion Date# h9 d! e4 y. \( b# A- C$ W- w: h
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares& _' E6 M4 }0 @% v
Series 18 will be converted into Preferred Shares Series 19.6 L. Z! [# _1 V5 v+ F- U2 f' D0 _
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
4 g$ y( w, O" Y/ r6 t& uSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
* k' P7 x' g+ g9 d3 D1 c; u# U; J) Kany meeting of the shareholders of the Bank unless and until the first time at& N" e ?+ q* B7 W9 _/ s' z
which the Board of Directors has not declared the whole dividend on the6 m! m% j3 i* ^+ F" A& G
Preferred Shares Series 18 in any quarter. In that event, subject as& g4 g+ T( p) T+ k4 L& n
hereinafter provided, the holders of Preferred Shares Series 18 will be
8 u& A3 v7 e; tentitled to receive notice of, and to attend, meetings of shareholders at which
3 U" |+ O. O! cdirectors of the Bank are to be elected and will be entitled to one vote for# V" x! R1 J0 j8 c+ _$ e6 [" T
each Preferred Share Series 18 held. The voting rights of the holders of the& ~; {6 q$ f# x/ B
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of$ B. o0 J7 p0 @# A* r) B
the first dividend on the Preferred Shares Series 18 to which the holders are# ? d' C' q) D7 N2 m# K
entitled thereunder subsequent to the time such voting rights first arose until9 m: J& Y* J' W; _5 O/ j
such time as the Bank may again fail to declare the whole dividend on the6 _5 T7 ^0 ] d* {* M! y# Q) h+ b
Preferred Shares Series 18 in respect of any quarter, in which event such
" U, t1 A6 J% U# v5 u* O' n' lvoting rights will become effective again and so on from time to time.
0 q: }' |- o" K8 Q% tPrincipal Characteristics of the Preferred Shares Series 19: k3 R7 r* l' B+ G# G
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive2 ]8 E1 _& y0 b. l- u
floating rate non-cumulative preferential cash dividends, as and when
' Z8 Z8 y6 N$ V& s/ udeclared by the Board of Directors, subject to the provisions of the Bank Act,
( x; j6 x o; c+ F- u$ lpayable quarterly on the 25th day of February, May, August and November: B6 F: U7 U2 P% I% r
in each year, in the amount per share determined by multiplying the
* v# @* U" g1 L! {7 z+ O5 R, S, \applicable Quarterly Floating Dividend Rate by $25.00.% M! l; M" L* l& T9 k7 A
On the 30th day prior to the commencement of the initial quarterly dividend
9 [' w- C( r5 T0 _7 |2 |1 rperiod beginning on February 25, 2014, and on the 30th day prior to the first
6 h* a* w7 _0 x# G" t" r6 zday of each subsequent quarterly dividend period (the initial quarterly7 |1 H2 m* ]. w
dividend period and each subsequent quarterly dividend period is referred to
8 O, }; c2 T Bas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the7 {+ z$ M' n/ }
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
% B9 \- V/ s8 u$ l, ?Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
9 C4 a+ X3 }; F0 _4 D4 h$ A7 uT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
% X. P$ [6 l! Z8 Z0 |$ welapsed in the applicable Quarterly Floating Rate Period divided by 365)
* z& ]. q0 t. Edetermined on the 30th day prior to the first day of the applicable Quarterly- d9 F# r+ |9 C7 Q; q7 ^
Floating Rate Period.9 X/ X C- ^% X. J
S-5
8 l: }1 D" p+ W/ zIf the Board of Directors does not declare a dividend, or any part thereof, on
& x7 ?) _: e8 P1 n& H2 ithe Preferred Shares Series 19 on or before the dividend payment date for a% N/ v8 Y: f; b" p& v: \# x, R# X
particular quarter, then the entitlement of the holders of the Preferred
, i }& D9 T6 H4 BShares Series 19 to receive such dividend, or to any part thereof, for such/ g% p* o6 W1 c. u* n {& H
quarter will be forever extinguished.! w& U; g6 t9 j6 M
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
- p) c1 R' S6 F# w; _# @Superintendent and to the provisions described below under the heading2 i9 @( w0 B6 ^$ ~
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
6 k& X8 a v' B% nSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,8 {0 @* g! D9 K& h! f4 P Y
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
$ m+ R: W2 M( p! S( T1 Q/ L9 uor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
8 B3 e) v/ P; U5 soption without the consent of the holder, by the payment of an amount in
" A7 |% ?2 h9 Y7 k& ocash for each such share so redeemed of (i) $25.00 together with all declared
. r" X+ j `1 ?6 t' q6 Y+ cand unpaid dividends to the date fixed for redemption in the case of
( M% v0 {) k. b' k, x# ~) \redemptions on February 25, 2019 and on February 25 every five years' C9 ^$ R" }% z! _0 A3 {+ M
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
+ L+ e5 U2 \- k/ w! Uthe date fixed for redemption in the case of redemptions on any other date/ ?, V+ U6 {: X. n
on or after February 25, 2014.
( V0 g8 e* `& i3 `* [4 NConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
! ?& b# Y3 C3 Z! V) QShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have9 u* r! l! [. g' k- z/ ^- L7 k
the right, at their option, to convert, on February 25, 2019 and on. P' s; B6 s3 X, b9 R) H2 u7 u, @
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any( K/ g5 ]- g: S+ b3 l) \: | H
or all of their Preferred Shares Series 19 into an equal number of Preferred
. V: V( s3 U! u. g, p" {% sShares Series 18 upon giving to the Bank written notice thereof not earlier3 s. r) o: w4 q$ k2 [
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the: o7 f! x. w/ o* Y, z- D4 r
15th day preceding, a Series 19 Conversion Date.
6 I4 H7 q5 f4 V! ]8 FAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
$ M6 ]7 e8 z3 O4 j' x: s6 CProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
$ d* G( i9 C& {2 W! Q6 C* _Series 18, as the case may be, that there would be outstanding on such
1 |% T {5 G# K" f! } iSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,4 D7 y/ f# E! Y+ B2 T
such remaining number of Preferred Shares Series 19 will automatically be
2 B; K& m: B, m9 y9 Bconverted on such Series 19 Conversion Date into an equal number of/ g5 b( u- s P! o4 N
Preferred Shares Series 18. Additionally, if the Bank determines that, after
: L% w0 l, U/ l# j L, Y* Z7 ?conversion, there would be outstanding on such Series 19 Conversion Date
, g6 K7 f- I! l- p8 D2 ]& Wless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
/ |2 k0 X, f+ X' w# L8 Y5 V( x0 Q, q6 ZSeries 19 will be converted into Preferred Shares Series 18.
( j) Y. W: h+ g5 a5 }4 U* oVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
! k' S5 w7 W K# Q: m2 _) ]Series 19 will not be entitled as such to receive notice of, attend, or vote at,
0 z5 E% K6 I6 Pany meeting of the shareholders of the Bank unless and until the first time at
, v9 Z% N, J+ N9 swhich the Board of Directors has not declared the whole dividend on the9 W$ e+ _2 }8 K
Preferred Shares Series 19 in any quarter. In that event, subject as* i7 ~# f1 }; Z) h' m" ~
hereinafter provided, the holders of Preferred Shares Series 19 will be
1 ~& o- V5 k4 \# `1 rentitled to receive notice of, and to attend, meetings of shareholders at which
% g& e+ m4 S, [1 l; p, xdirectors of the Bank are to be elected and will be entitled to one vote for. j8 D8 F2 D. r- j/ j4 C6 T
each Preferred Share Series 19 held. The voting rights of the holders of the
n, j& C6 r4 R# U& O# v9 UPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
* }8 |4 t2 z+ z4 Ithe first dividend on the Preferred Shares Series 19 to which the holders are" B+ V' F$ J, W8 P6 ]# f4 A
entitled thereunder subsequent to the time such voting rights first arose until: H/ ]6 f/ |, D+ b2 T
such time as the Bank may again fail to declare the whole dividend on the
: Z- X7 {. m; yPreferred Shares Series 19 in respect of any quarter, in which event such! K: P/ q5 ]( k# S* ~. p* V7 ]( o( S
voting rights will become effective again and so on from time to time.
* I+ s V( \. n5 U4 S1 O; G6 ?S-6 r! F% E; q2 b9 ]7 k
Priority: The preferred shares of each series of the Bank will rank on a parity with
' @! i* I8 D# C% I( {every other series and are entitled to preference over the common shares of5 T Z; f# C6 r0 I: R2 C. N8 `
the Bank and over any other shares of the Bank ranking junior to the
& P' O% Z- |/ r3 Y0 ~, `preferred shares with respect to the payment of dividends and upon any; `* |3 ]; s& E1 B8 M. c
distribution of assets in the event of the liquidation, dissolution or
+ c! l) \1 Z& N: C3 o( `2 n6 G+ Qwinding-up of the Bank.$ h" h2 B# g: j0 T
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
5 \/ J( w; v2 EDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
" a- m6 |' b0 Z; c. PSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
% P9 J$ z" Z) N# x6 Bdividends received on such shares under Part IV.1 of such Act. |
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