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发表于 2008-11-29 16:58
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下面是BMO的:
5 E1 f$ N6 s: k2 }( lSUMMARY OF THE OFFERING
" b- G+ V- |3 S% q# EThis 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 y/ l5 ?. D. V4 P: x
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
2 p A7 C D3 F+ y* ZAmount: $150,000,000 (6,000,000 shares).) h& l5 O1 N9 a0 g. @2 T
Price and Yield: $25.00 per share to yield initially 6.50% per annum.% v' N# D, w0 v+ y# l8 P: I( j1 G
Principal Characteristics of the Preferred Shares Series 18
5 G( F9 b: c# V8 z0 GDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
: V s8 v' i4 Q( znon-cumulative preferential cash dividends, as and when declared by the& Q& d6 ^% o% F5 e; \
Board of Directors, subject to the provisions of the Bank Act, for the initial- u* l0 Z+ }2 x" z
period commencing on the closing date and ending on and including
/ ?0 v2 u0 _) |- [February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
1 t$ W% a, j0 Z7 r# \6 c+ v) @' j25th day of February, May, August and November in each year, at a rate- V3 m6 e! L+ Y7 {% \! F% }
equal to $0.40625 per share. The initial dividend, if declared, will be payable
; E U/ n) @7 [* X, ]; bMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
$ q2 x$ H. e) |: H. f! Z+ q( @date of December 11, 2008.
1 `2 s1 z( ^, r0 z8 HFor each five-year period after the Initial Fixed Rate Period (each, a
; U" u7 L; V4 L4 B) R! ~‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares F' L/ u4 {0 r% d
Series 18 will be entitled to receive fixed non-cumulative preferential cash
3 N" c, P& ~- E5 tdividends, as and when declared by the Board of Directors, subject to the3 h4 y& w1 }! N( R% d$ q2 L4 ~, o1 L
provisions of the Bank Act, payable quarterly on the 25th day of February,& n$ g8 S e) R1 C
May, August and November in each year, in the amount per share per annum
8 s9 l' u. x$ T& ]0 `; A& vdetermined by multiplying the Annual Fixed Dividend Rate applicable to
# M2 G! K* Y( N7 E6 J' }: e7 Z& Fsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
" g9 |; c" X) f/ S' v, g; W( SRate for the ensuing Subsequent Fixed Rate Period will be determined by the
6 w# o! F7 w! u' u/ ~Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
# M! I% ~; |4 u# ]" j; yof such Subsequent Fixed Rate Period and will be equal to the sum of the6 ~5 |( A7 j. j, l/ n1 H
Government of Canada Yield on the applicable Fixed Rate Calculation Date+ p7 S/ S, a: c+ L F) ~2 {9 Z0 d. _9 Z
plus 3.83%.; Q. q9 O! C X! }
If the Board of Directors does not declare a dividend, or any part thereof, on
, j& k2 A) X1 Y2 _the Preferred Shares Series 18 on or before the dividend payment date for a& V- m2 E" ^7 V' N8 C9 ~+ P% \2 [
particular quarter, then the entitlement of the holders of the Preferred1 o" P4 c' k9 o1 y* O( W; g
Shares Series 18 to receive such dividend, or to any part thereof, for such
1 a5 X p5 G! Z! ]6 W7 qquarter will be forever extinguished.
/ ] Q2 k# ~* G zRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
4 m1 t/ R$ L7 \# j* ]Superintendent and to the provisions described below under ‘‘Details of the6 C+ c, g6 l, V
Offering — Certain Provisions of the Preferred Shares Series 18 as a
5 @7 O0 R6 ?! A# y6 Q7 E% F3 z' ASeries — Restrictions on Dividends and Retirement of Shares’’, on& v+ G3 q V* D! g
February 25, 2014 and on February 25 every five years thereafter, on not( Z5 c, c5 A1 u+ M
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
+ F, |7 Y2 T# l6 V3 t& G' Qpart of the then outstanding Preferred Shares Series 18, at the Bank’s option; i( O' Z3 y0 p8 x
without the consent of the holder, by the payment of an amount in cash for
5 H5 Z6 N& r4 x* O7 Keach such share so redeemed of $25.00 together with all declared and unpaid
! Z8 F* u) V# B* U$ ]% x! Xdividends to the date fixed for redemption.( p! W0 F/ ?; x0 F+ V7 N/ m% K
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic( V F( G) ^/ _# Q
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
0 O! Z) ~: }! u2 w A% \the right, at their option, to convert, on February 25, 2014 and on
. [2 V8 H4 {9 |+ C) Q% J) {S-4 j# z4 r0 G' `2 O$ C* L" Z# b- q
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any# ` a) B9 ~/ P2 ]
or all of their Preferred Shares Series 18 into an equal number of Preferred
: Z Z1 p/ n( u8 F; xShares Series 19 upon giving to the Bank notice thereof not earlier than6 x/ t/ u" s4 O9 Z
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day$ b' \$ V! z0 z0 V- E. `* F
preceding, a Series 18 Conversion Date.
4 Z) u1 W0 j0 {/ p& NAutomatic Conversion If the Bank determines, after having taken into account all shares tendered6 g$ H, M- A. M( P+ H
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares0 O8 ]* J. t3 W+ L2 G
Series 19, as the case may be, that there would be outstanding on such
5 \1 _; T/ ?% d- G2 R3 I: sSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,1 p7 |: {' Z) m; f- ~
such remaining number of Preferred Shares Series 18 will automatically be
+ i( P' a; R$ Rconverted on such Series 18 Conversion Date into an equal number of; v8 I+ c5 s7 d! \! ?
Preferred Shares Series 19. Additionally, if the Bank determines that, after, L1 T! g# s, F4 Q7 g R
conversion, there would be outstanding on such Series 18 Conversion Date
0 u/ l$ i: n3 j3 X& ]0 rless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares+ U% R! k' H, b" N; ]. E
Series 18 will be converted into Preferred Shares Series 19.
3 T) {! A* E2 s& I$ j: AVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
3 u+ _0 l6 t+ z; RSeries 18 will not be entitled as such to receive notice of, attend, or vote at,) |1 d' _4 u: o
any meeting of the shareholders of the Bank unless and until the first time at
7 f9 N/ G; \# V4 b6 r( h- mwhich the Board of Directors has not declared the whole dividend on the
' R( Z4 o; C/ wPreferred Shares Series 18 in any quarter. In that event, subject as
0 m, X: O1 c" T. Nhereinafter provided, the holders of Preferred Shares Series 18 will be& d1 z# y* R3 [
entitled to receive notice of, and to attend, meetings of shareholders at which
; H0 k5 m# s' l. g: F9 H4 \directors of the Bank are to be elected and will be entitled to one vote for' i8 n9 K( a/ N; E3 g% }! y' d' L
each Preferred Share Series 18 held. The voting rights of the holders of the& @+ ?5 O0 D L4 C M$ }3 c: Z; `- k
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
9 t! s3 g& s/ w5 c! J" u" Zthe first dividend on the Preferred Shares Series 18 to which the holders are
7 j+ h V! ]1 r% A0 H) O* }entitled thereunder subsequent to the time such voting rights first arose until
' M& r" b. z8 m6 y' R3 tsuch time as the Bank may again fail to declare the whole dividend on the, r: \0 A( s. i
Preferred Shares Series 18 in respect of any quarter, in which event such
$ R" Z" O; p9 ~voting rights will become effective again and so on from time to time.7 }. R9 [# N1 `7 [
Principal Characteristics of the Preferred Shares Series 19
' c; |3 F" e: V5 | e L6 sDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
1 d/ F: n4 q: r) \2 s- Hfloating rate non-cumulative preferential cash dividends, as and when
) j$ b6 N1 y G0 d) [" |declared by the Board of Directors, subject to the provisions of the Bank Act,
$ Q7 N [: `4 ~' Jpayable quarterly on the 25th day of February, May, August and November
1 @ w+ N" m I. G9 `: Bin each year, in the amount per share determined by multiplying the! E. ]6 z: A* i0 K# \0 U
applicable Quarterly Floating Dividend Rate by $25.00.7 `( z! E0 G( m" a4 c* j ?' m
On the 30th day prior to the commencement of the initial quarterly dividend% R- h/ z% r0 O, G: A; N
period beginning on February 25, 2014, and on the 30th day prior to the first& Z- b8 R* Z5 c; v" e
day of each subsequent quarterly dividend period (the initial quarterly
' z5 e! Z. k: Ndividend period and each subsequent quarterly dividend period is referred to& t# m* Y4 D! [; H% ?3 J0 a2 u2 w8 N
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
g9 E9 P( s* l! B' c, l2 KQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate$ ?2 j& h4 O( M* F
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the! n. D' |( G& V$ P# |( H
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
: t% j5 m: O7 relapsed in the applicable Quarterly Floating Rate Period divided by 365). K% s0 u/ d+ d6 H3 c
determined on the 30th day prior to the first day of the applicable Quarterly
' \/ Q; d4 D9 x) x+ sFloating Rate Period.$ K9 L7 A/ S: a8 N8 j: b
S-5
5 Y& w3 w3 Q$ q v# o; Y% F" n. ]- Y4 OIf the Board of Directors does not declare a dividend, or any part thereof, on
' |0 K! D* ?7 E7 a) o$ qthe Preferred Shares Series 19 on or before the dividend payment date for a- q$ U$ ^. x3 O) F
particular quarter, then the entitlement of the holders of the Preferred9 y- ~# r+ e2 o+ z
Shares Series 19 to receive such dividend, or to any part thereof, for such
* O$ p2 ?; ~1 [4 \4 Y* ^. |quarter will be forever extinguished.
0 l* i5 _+ e* q' P w& LRedemption: Subject to the provisions of the Bank Act and to the prior consent of the+ S8 I. p3 q: e+ h' G
Superintendent and to the provisions described below under the heading
( `" x7 p- N5 @4 [ ]8 v‘‘Details of the Offering — Certain Provisions of the Preferred Shares
5 e- i, |$ a6 [Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
% ]: ~; U% k( C. ion not more than 60 nor less than 30 days’ notice, the Bank may redeem all
9 h0 h7 t& B0 l p+ _or any part of the then outstanding Preferred Shares Series 19, at the Bank’s& ^# G: S7 h9 O* B# r& o& g
option without the consent of the holder, by the payment of an amount in
, n- o) A* u9 K$ S' z! |" Tcash for each such share so redeemed of (i) $25.00 together with all declared0 V5 H# e8 W* x# l* {
and unpaid dividends to the date fixed for redemption in the case of
: m1 a3 C3 k: l5 h1 J: I, Y6 Predemptions on February 25, 2019 and on February 25 every five years
% P) b* S0 ^9 ~* T" @5 A4 L. Wthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
' {9 \3 e+ B8 j; M% T+ f* u0 e4 _the date fixed for redemption in the case of redemptions on any other date
* |, T5 X* b% o3 L; Non or after February 25, 2014.
! L' `/ B( z" u) O `3 jConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
/ d' @( `% [& L. u: }9 J) z1 RShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have& V+ Z, J5 A: M o+ k! J2 Z
the right, at their option, to convert, on February 25, 2019 and on
2 A8 p: J' g* ?& e6 ^3 bFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
; D; ~$ C u8 J7 Vor all of their Preferred Shares Series 19 into an equal number of Preferred
. M# y8 W z- lShares Series 18 upon giving to the Bank written notice thereof not earlier. Z7 R8 B/ a" W) c8 `- @" |
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the' r3 p: ?6 N! P( @0 _- H) D
15th day preceding, a Series 19 Conversion Date.
: M. ]( K8 s/ k, L7 p' D; T+ ]Automatic Conversion If the Bank determines, after having taken into account all shares tendered
8 ~2 z( p7 A# G2 p; DProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
% A5 h" Y/ i+ U* Z1 wSeries 18, as the case may be, that there would be outstanding on such' A9 H/ e& s9 k" \. F0 x* q! I4 d
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,7 W" }3 k& x0 ~- q# R
such remaining number of Preferred Shares Series 19 will automatically be
# }" | @, a" C! D" q+ K- x: jconverted on such Series 19 Conversion Date into an equal number of
* B& t5 I$ \$ g. jPreferred Shares Series 18. Additionally, if the Bank determines that, after
* y; F0 E/ u0 l, [conversion, there would be outstanding on such Series 19 Conversion Date+ C' e# i5 q; z: x" }2 T
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
5 u8 [0 m% i* U t7 {( K$ sSeries 19 will be converted into Preferred Shares Series 18.
- c. w( r' G A7 v1 N6 v% yVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares+ `6 x/ c: c* ? I) {' @
Series 19 will not be entitled as such to receive notice of, attend, or vote at,3 \* k- r+ R0 E
any meeting of the shareholders of the Bank unless and until the first time at ^+ s( x2 i$ P I, \5 j3 r3 z5 b2 H
which the Board of Directors has not declared the whole dividend on the
) D7 V x- }: aPreferred Shares Series 19 in any quarter. In that event, subject as
! z" b$ A/ Z+ H2 ?: [: | i. ^* Bhereinafter provided, the holders of Preferred Shares Series 19 will be4 @" L4 @- L$ @7 p. o+ P
entitled to receive notice of, and to attend, meetings of shareholders at which) d8 g6 Q5 u0 }
directors of the Bank are to be elected and will be entitled to one vote for& ^, S* ~5 |+ Q2 h0 G' g o
each Preferred Share Series 19 held. The voting rights of the holders of the) i9 [) \) B5 H. }* X
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of0 |$ Y( S$ f3 l
the first dividend on the Preferred Shares Series 19 to which the holders are
% D3 Z, t- \/ A" ?) Q$ Centitled thereunder subsequent to the time such voting rights first arose until
2 H6 f+ Q& x6 j! B& a6 P. Vsuch time as the Bank may again fail to declare the whole dividend on the, v4 V: v& Z3 W8 X1 `/ V2 t8 v+ _
Preferred Shares Series 19 in respect of any quarter, in which event such- M3 }# `- {! d
voting rights will become effective again and so on from time to time.1 [+ g' V! Z0 ^
S-6 p8 B" t! b7 }( c7 a& D
Priority: The preferred shares of each series of the Bank will rank on a parity with
# f9 H9 Y$ |5 z# [" u2 q$ ievery other series and are entitled to preference over the common shares of
& G" i8 m8 ]8 U! T5 C- {. A+ athe Bank and over any other shares of the Bank ranking junior to the
0 K2 |+ `! ~0 K: H+ f7 N! Apreferred shares with respect to the payment of dividends and upon any
) a. t9 k+ G; w* t# q( Ddistribution of assets in the event of the liquidation, dissolution or$ A* N* y- r, c# w& i
winding-up of the Bank.) [ h# T; G' e* V3 x5 B I; |( }
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
& d, i" r4 b6 z6 ?Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares/ o# e9 K" m+ P5 b4 P9 s; d5 k
Series 18 and Preferred Shares Series 19 will not be required to pay tax on& u. E( [0 @1 q7 X: \
dividends received on such shares under Part IV.1 of such Act. |
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