 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 Z: `% Q/ @5 t {0 `SUMMARY OF THE OFFERING: e7 U$ z: |4 N. i4 E# y2 q
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’’.
* t3 n8 h+ z8 A7 Z# H8 Y( R2 ?Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18., i6 ^' C. m9 K
Amount: $150,000,000 (6,000,000 shares).
v% T' y3 l" @1 @Price and Yield: $25.00 per share to yield initially 6.50% per annum.2 R, A) u' o5 s6 E
Principal Characteristics of the Preferred Shares Series 186 c6 I) d' x/ X. V& o
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
0 Y6 |5 ^4 L+ `9 }non-cumulative preferential cash dividends, as and when declared by the
& D3 A* D2 {* z) _& J& wBoard of Directors, subject to the provisions of the Bank Act, for the initial
" a; e+ e) U/ z; z. aperiod commencing on the closing date and ending on and including
. _- x/ j% B9 t7 c9 R/ `3 V3 PFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
2 d) A! H) [! p. r" \, p25th day of February, May, August and November in each year, at a rate( a& y) V2 [' J' H* B. ^( o
equal to $0.40625 per share. The initial dividend, if declared, will be payable
: K7 s U- L% @; L9 w+ {May 25, 2009 and will be $0.73459 per share, based on the anticipated closing2 P3 N1 f7 }/ u9 ]4 s+ i a2 d
date of December 11, 2008.
2 @3 {! Q0 a8 `7 L' ?) ~& ^) fFor each five-year period after the Initial Fixed Rate Period (each, a3 o! l6 p+ y- ]5 ]1 P& _ K: m
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares, O4 I! B' O, F7 f! b
Series 18 will be entitled to receive fixed non-cumulative preferential cash
' ~0 M) E$ D! wdividends, as and when declared by the Board of Directors, subject to the, i5 H- z4 B6 [6 i" P, A2 O4 Q9 @* N
provisions of the Bank Act, payable quarterly on the 25th day of February,5 f9 n Q: s. x0 I) a7 }+ j( b6 P
May, August and November in each year, in the amount per share per annum5 Y" R# d, q2 M2 E6 N
determined by multiplying the Annual Fixed Dividend Rate applicable to
7 d: W0 F; r: T, ksuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend# n& a# W' k) d. K. \& {* l+ p0 b
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
; V! k, c; a1 R9 O) cBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
- v3 `- Y0 l5 l( c- lof such Subsequent Fixed Rate Period and will be equal to the sum of the
' F D+ Z) f) ?5 ]Government of Canada Yield on the applicable Fixed Rate Calculation Date& c8 R* S, X+ l1 e# t4 b, F
plus 3.83%.. i. \1 [, I4 q
If the Board of Directors does not declare a dividend, or any part thereof, on/ h0 H. e2 v6 J) P ]) J5 F
the Preferred Shares Series 18 on or before the dividend payment date for a
. h2 l# t) R, @' p: _( \particular quarter, then the entitlement of the holders of the Preferred
: V/ G" g! ^, A! _6 cShares Series 18 to receive such dividend, or to any part thereof, for such
$ [8 o$ j! M' m y8 T" \; Squarter will be forever extinguished.8 Q9 G. l/ S* Y; w" |' Z
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the2 R M# b5 N2 H
Superintendent and to the provisions described below under ‘‘Details of the; ^* |4 y+ S* M- _9 m$ M" a
Offering — Certain Provisions of the Preferred Shares Series 18 as a
0 \4 @" e% W% P- ]Series — Restrictions on Dividends and Retirement of Shares’’, on& X) |# f. ^2 D, }% X0 ^
February 25, 2014 and on February 25 every five years thereafter, on not7 f2 [* O& Y, g' V
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
n5 m- L, w X& jpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
" T! |. R* U& S2 o& n3 j/ x* Xwithout the consent of the holder, by the payment of an amount in cash for
. k. E3 I4 Q: X7 weach such share so redeemed of $25.00 together with all declared and unpaid
; @) o" N1 v) [; }dividends to the date fixed for redemption.9 G/ i7 e- y+ s/ f& p
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic! [+ n) g7 k8 Q) h$ C
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have2 f, ^0 K+ [+ J7 T j7 W( M3 l
the right, at their option, to convert, on February 25, 2014 and on
6 D B8 `" _! p% ~4 a6 i$ f) OS-42 U; K3 C/ v- [( s- }* N$ z
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any. R# B4 F. u: K2 b8 k' e
or all of their Preferred Shares Series 18 into an equal number of Preferred: R/ U; j4 }4 |2 v2 [; P8 V1 \' [* E
Shares Series 19 upon giving to the Bank notice thereof not earlier than$ E6 c, T, X9 |3 O0 _3 i) e
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
- K2 k. f% W/ l* C/ \/ I0 Apreceding, a Series 18 Conversion Date.
" ?7 `8 w4 K8 `/ S" s1 ?Automatic Conversion If the Bank determines, after having taken into account all shares tendered" N! Y/ v4 M( O/ G
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares3 o: e, g# W5 ?9 o* u: k- t
Series 19, as the case may be, that there would be outstanding on such. q! P' X! j, Q: d5 c
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,0 V: F0 Z' ?/ f3 |7 B
such remaining number of Preferred Shares Series 18 will automatically be1 v' v6 B+ p l: a7 R
converted on such Series 18 Conversion Date into an equal number of/ u* y. _, y0 M5 E
Preferred Shares Series 19. Additionally, if the Bank determines that, after
0 d6 M [9 V) p7 Hconversion, there would be outstanding on such Series 18 Conversion Date
4 d- l/ M, b& ^7 _# fless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
% `6 H- ]5 i& ?7 _$ \6 ISeries 18 will be converted into Preferred Shares Series 19.0 S& k( C0 s' P- U" i0 C/ F( P
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares9 A' s: A4 `! R) O2 v
Series 18 will not be entitled as such to receive notice of, attend, or vote at,+ p; C B1 M3 v- U. v9 q
any meeting of the shareholders of the Bank unless and until the first time at h% h& G0 e" G, {, h
which the Board of Directors has not declared the whole dividend on the
* k9 q" L0 P8 A6 I$ l( a- MPreferred Shares Series 18 in any quarter. In that event, subject as) ~/ A* O. Z: p- T2 H
hereinafter provided, the holders of Preferred Shares Series 18 will be
* }1 ^4 C* [0 S5 pentitled to receive notice of, and to attend, meetings of shareholders at which
" z+ `* R1 y2 P7 tdirectors of the Bank are to be elected and will be entitled to one vote for
0 N }, R" C' r* w2 Veach Preferred Share Series 18 held. The voting rights of the holders of the3 O, \, M2 I, a8 b* ?5 \$ l4 s
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
: m% u' }% J; @9 R" N, m! Y' }the first dividend on the Preferred Shares Series 18 to which the holders are
2 W {$ t- s) z( F2 }entitled thereunder subsequent to the time such voting rights first arose until
0 R: J9 u, f3 d& b1 T9 fsuch time as the Bank may again fail to declare the whole dividend on the; V! K- w x' _. O8 s
Preferred Shares Series 18 in respect of any quarter, in which event such, z% n8 E3 ?2 O5 |1 n+ J
voting rights will become effective again and so on from time to time.
- J! L" r2 o! H0 V0 ~Principal Characteristics of the Preferred Shares Series 19
5 j# B: T; O _& H* lDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
% V' S& ~( q. ^7 {- e8 K3 X, N) Qfloating rate non-cumulative preferential cash dividends, as and when. k: l {" Z- V" b0 b2 j4 T
declared by the Board of Directors, subject to the provisions of the Bank Act,4 |& G, F- }, B& S
payable quarterly on the 25th day of February, May, August and November f+ R1 G c% ^" ], d; C% v
in each year, in the amount per share determined by multiplying the$ u7 v; O9 o4 X% i1 [
applicable Quarterly Floating Dividend Rate by $25.00. R" I- B. ], U* o$ x9 z3 h
On the 30th day prior to the commencement of the initial quarterly dividend- t% r/ @: D6 _& B! ?1 ^
period beginning on February 25, 2014, and on the 30th day prior to the first; N8 t" T2 p6 J; \6 ^
day of each subsequent quarterly dividend period (the initial quarterly
. S$ f5 y; K( u/ u s1 {dividend period and each subsequent quarterly dividend period is referred to h$ i( [7 H4 v9 {7 s* ]
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
" l# T/ W: c( r! d# QQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
* Z2 F: K$ f: i! a1 T8 sPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the: w1 e+ W) k1 N8 w# x
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days, ^8 e8 n H' V
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
% E; R! `* A# W6 _2 [& Q8 R5 ]) \determined on the 30th day prior to the first day of the applicable Quarterly2 N9 S, \1 R8 s/ J U5 N9 w9 l" b5 x
Floating Rate Period.
9 D( Y! u% c) Q- Q4 R9 ]S-5
+ B) ~2 i' b# s2 cIf the Board of Directors does not declare a dividend, or any part thereof, on4 n4 R$ D4 E7 c6 ~/ \& ]
the Preferred Shares Series 19 on or before the dividend payment date for a0 ~7 t" [4 `! \" P9 M
particular quarter, then the entitlement of the holders of the Preferred9 ^3 D6 U0 G9 l' H
Shares Series 19 to receive such dividend, or to any part thereof, for such( g1 I) x. d- f
quarter will be forever extinguished./ B4 i3 b w5 Y5 e+ v8 ?
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the6 v7 T7 e5 a2 _" F4 z- ?6 }
Superintendent and to the provisions described below under the heading: E% R k" O5 g) e, z
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
c8 t, I0 B. p* j* {/ oSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,/ K( E4 t0 X+ D+ Y0 \
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
3 B7 y. B. E6 H" a" G8 sor any part of the then outstanding Preferred Shares Series 19, at the Bank’s5 e7 \# Y0 {7 A: A% }7 |0 p2 y6 R
option without the consent of the holder, by the payment of an amount in. ^. ^) D/ B b5 m
cash for each such share so redeemed of (i) $25.00 together with all declared
+ \: F5 a( ?- G+ Tand unpaid dividends to the date fixed for redemption in the case of, p* z: R4 \; c4 J$ |8 ~" @- x
redemptions on February 25, 2019 and on February 25 every five years& ^. p* s% h1 M( I: \, E, v! J: F
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to( z. s2 Y# X# a
the date fixed for redemption in the case of redemptions on any other date; D. z/ M4 b7 H7 P( B/ D) n. i
on or after February 25, 2014.5 P/ G3 S8 M) w: I
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
/ X% Z9 ^6 I K! k) |, W# jShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
I6 N! f0 ^, ]9 q) P% k! wthe right, at their option, to convert, on February 25, 2019 and on# W) E: ?0 i9 y
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
/ c5 Q$ t+ E9 j+ L/ zor all of their Preferred Shares Series 19 into an equal number of Preferred: i: k+ R- `2 o. N
Shares Series 18 upon giving to the Bank written notice thereof not earlier
$ Q) o' ?" Y0 h5 `! cthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
" `. D' a1 M! p5 _; e, { H15th day preceding, a Series 19 Conversion Date.* ]" r9 }7 s" @3 i6 J6 M: n
Automatic Conversion If the Bank determines, after having taken into account all shares tendered" P* l" x( i8 S( r% ]
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares' U' S, a; k" X5 [9 \$ u+ N
Series 18, as the case may be, that there would be outstanding on such
! |3 C/ |# c# p* O& k) }6 H8 L. rSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,/ u M1 m5 Z: B+ m6 p
such remaining number of Preferred Shares Series 19 will automatically be& I: c3 g* ]& ?; A( t- N+ {
converted on such Series 19 Conversion Date into an equal number of* g* e5 D; L1 b5 g& ^: m
Preferred Shares Series 18. Additionally, if the Bank determines that, after6 x. J' F1 T; Q* \- Q" S
conversion, there would be outstanding on such Series 19 Conversion Date# A& @* F. ^8 c& v6 G! p+ N4 j
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
3 o) |% q0 H' v8 k: G. c: C/ y6 SSeries 19 will be converted into Preferred Shares Series 18.
3 o; v. v7 }; c" A6 s* @+ NVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares+ s( ]1 Q+ A$ i. r' F4 k3 E+ X% o
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
W/ T3 Z8 w* o5 O1 \' Yany meeting of the shareholders of the Bank unless and until the first time at' g( e5 H! ? L: x$ C, f3 h
which the Board of Directors has not declared the whole dividend on the! m, I' E* }# `; i4 R& R
Preferred Shares Series 19 in any quarter. In that event, subject as+ r4 ^9 x+ U. a$ L( `
hereinafter provided, the holders of Preferred Shares Series 19 will be
- B1 ^4 c: T* Zentitled to receive notice of, and to attend, meetings of shareholders at which) \- q5 M! q; I g
directors of the Bank are to be elected and will be entitled to one vote for
" J2 X! A8 }, N, a2 w# X: G0 ^each Preferred Share Series 19 held. The voting rights of the holders of the
5 S5 n% }& G% t iPreferred Shares Series 19 will forthwith cease upon payment by the Bank of; _8 C8 G) b, O& x5 t1 \* ?& a3 J
the first dividend on the Preferred Shares Series 19 to which the holders are
! B4 y/ L$ |8 g. hentitled thereunder subsequent to the time such voting rights first arose until) |- Y7 E( I% C$ ~6 f
such time as the Bank may again fail to declare the whole dividend on the
2 l+ s/ s, y0 @4 S4 R, nPreferred Shares Series 19 in respect of any quarter, in which event such) j. R# y" q5 k( y7 \7 B; P9 H- J5 H
voting rights will become effective again and so on from time to time.. i( e2 ~4 x' \1 @, ] n
S-6
2 p f9 ^& B6 Y( Z* |- A* yPriority: The preferred shares of each series of the Bank will rank on a parity with
- w2 y4 _+ }7 \+ R: ^8 q, U, Wevery other series and are entitled to preference over the common shares of
4 H; ?! v) ~7 P# c1 }0 [the Bank and over any other shares of the Bank ranking junior to the: s3 Y/ N' r$ q9 u; F$ L
preferred shares with respect to the payment of dividends and upon any$ ?! f- q8 `+ ?2 E
distribution of assets in the event of the liquidation, dissolution or: H, f/ H; C \$ i9 K8 j
winding-up of the Bank.
& z$ n H! L5 ~/ g; oTax on Preferred Share The Bank will elect, in the manner and within the time provided under
; c6 \# b' k: b( FDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares' z8 ^( y( ^4 }2 Q
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
9 L9 f/ n# k+ a: `' Rdividends received on such shares under Part IV.1 of such Act. |
|