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发表于 2008-11-29 16:58
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下面是BMO的:
. Q7 M ]; ~1 CSUMMARY OF THE OFFERING, g4 S; ~( ~5 a4 a# r
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’’.+ p8 ]- ^9 E A- q
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.0 {$ A9 ]' Q1 w8 }& v) q+ j
Amount: $150,000,000 (6,000,000 shares).- h+ }6 k) S5 J2 G* F9 B
Price and Yield: $25.00 per share to yield initially 6.50% per annum.9 Z8 _0 g: m' }' m* R7 T# n
Principal Characteristics of the Preferred Shares Series 187 E+ a9 Y7 W+ M V2 E4 c+ m1 {, i
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed5 a, l6 j0 [1 T
non-cumulative preferential cash dividends, as and when declared by the# l# x% Q# Z* b9 V F: `
Board of Directors, subject to the provisions of the Bank Act, for the initial
" X. g' s" F Q' u1 p/ J, x2 }& ` wperiod commencing on the closing date and ending on and including7 X' n3 k2 R; Y, V8 j4 a0 ?$ X
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the" h2 s0 m2 F$ P3 n, ^
25th day of February, May, August and November in each year, at a rate/ l. @7 X* x, ~( s: T/ ^ p
equal to $0.40625 per share. The initial dividend, if declared, will be payable% l* [6 x6 h- x- Y: p# g
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
* u6 X2 T4 v/ {9 S) R8 p* Tdate of December 11, 2008.& M- G* M7 \: d" r& \ U( P
For each five-year period after the Initial Fixed Rate Period (each, a3 I: }% e- w z/ j6 O
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares0 h! Y) E+ T" r6 L2 i8 H
Series 18 will be entitled to receive fixed non-cumulative preferential cash5 b, c8 `7 a; e0 w
dividends, as and when declared by the Board of Directors, subject to the% r- I" V3 E2 j8 P+ b+ M; |
provisions of the Bank Act, payable quarterly on the 25th day of February,5 q; o) S+ ~8 }5 b, }) ^
May, August and November in each year, in the amount per share per annum
4 D+ ~' @ H2 [) O% ~8 E8 r- kdetermined by multiplying the Annual Fixed Dividend Rate applicable to2 b/ p. g/ T5 X% r
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
/ R! I. P5 N( A5 NRate for the ensuing Subsequent Fixed Rate Period will be determined by the
7 l2 K8 y. F0 `9 I, q1 EBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
) l8 z! T3 s0 ~5 S& Kof such Subsequent Fixed Rate Period and will be equal to the sum of the
" w* U+ w* I$ K. m$ G0 Y# d3 vGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
* W \# u; |' n* T/ U) bplus 3.83%.8 z# F, K; Y+ t f
If the Board of Directors does not declare a dividend, or any part thereof, on8 G$ X1 W& U, B l1 w
the Preferred Shares Series 18 on or before the dividend payment date for a6 K! ]. N$ x. D, K X3 G% \
particular quarter, then the entitlement of the holders of the Preferred9 D: {* }* B1 Z2 ]- r/ z* m, o* O
Shares Series 18 to receive such dividend, or to any part thereof, for such) N- a; R5 m1 a7 c0 h( ^* k% D% V
quarter will be forever extinguished.
+ w! x+ M* y, o A( Y$ iRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
* n5 Y3 E! U( B& ?* RSuperintendent and to the provisions described below under ‘‘Details of the
* _/ D# H- `6 j4 cOffering — Certain Provisions of the Preferred Shares Series 18 as a# m( E2 J9 O. g, m3 {
Series — Restrictions on Dividends and Retirement of Shares’’, on% i" w# f) k9 T5 g. x, F
February 25, 2014 and on February 25 every five years thereafter, on not) w( Q7 ^& _8 v9 k# @" z+ m7 D+ K
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
. E1 G1 ]$ l. B% Q$ Dpart of the then outstanding Preferred Shares Series 18, at the Bank’s option9 u) @- R3 G7 Q6 c6 y) F
without the consent of the holder, by the payment of an amount in cash for6 d" z( `4 v8 }8 P) t
each such share so redeemed of $25.00 together with all declared and unpaid
% B1 w+ t4 E' I- s" Ydividends to the date fixed for redemption.
) |* `/ C5 `3 RConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
; L9 a8 j8 M' b$ c; J: v/ i5 TShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
. E. z' f/ J3 I, ~- fthe right, at their option, to convert, on February 25, 2014 and on' y9 @$ {" e9 G5 X& w
S-4! x/ m1 F( H/ w, R4 S
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
7 \% d2 f5 b* G* n" q5 w" yor all of their Preferred Shares Series 18 into an equal number of Preferred
2 G1 d$ b+ N& mShares Series 19 upon giving to the Bank notice thereof not earlier than1 }" K, g. M2 S/ D
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day1 y7 T2 H* g* }* S& |8 ?: l9 X' w
preceding, a Series 18 Conversion Date.
5 v% R0 Y; @" a, u6 W4 uAutomatic Conversion If the Bank determines, after having taken into account all shares tendered( W& t6 A( k" ?; {5 g. E0 o
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares6 F! j1 b' c4 \; ]- N
Series 19, as the case may be, that there would be outstanding on such
9 Y, p: w! \5 p2 M* u2 FSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
, L1 |; \' Q( Z; A" |such remaining number of Preferred Shares Series 18 will automatically be
4 z+ n% Y3 V# C0 yconverted on such Series 18 Conversion Date into an equal number of; b8 U% L$ _! [! j1 B/ Y2 A5 k. B
Preferred Shares Series 19. Additionally, if the Bank determines that, after* i- b4 i$ E7 s. v( _3 ^
conversion, there would be outstanding on such Series 18 Conversion Date
8 v! T5 P' C& Tless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
. k& F, i0 s* }3 {8 Q# SSeries 18 will be converted into Preferred Shares Series 19.7 c0 `3 q9 E, v2 a* c7 Q& R
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares6 S8 @' F7 b2 o! Z3 Z9 O4 G
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
* {. R- } F" a! o, Kany meeting of the shareholders of the Bank unless and until the first time at
# s- w7 |/ J$ \% i6 ~which the Board of Directors has not declared the whole dividend on the% j6 @5 d2 V i; o% y0 p0 @
Preferred Shares Series 18 in any quarter. In that event, subject as
; `4 f k9 B6 X5 Ahereinafter provided, the holders of Preferred Shares Series 18 will be' p! I' B+ w1 C
entitled to receive notice of, and to attend, meetings of shareholders at which( L6 `: ^' m P1 p6 T6 e/ _* m, Q
directors of the Bank are to be elected and will be entitled to one vote for# H- ~( d2 O/ A$ t5 W# h
each Preferred Share Series 18 held. The voting rights of the holders of the9 R% s$ B! W: T0 |! O' B5 b
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of0 }& c" ^: X& @/ w( u* f
the first dividend on the Preferred Shares Series 18 to which the holders are9 w2 _: R# x2 Y- J3 |; @! F
entitled thereunder subsequent to the time such voting rights first arose until9 ]/ ~- f* x6 {2 P" M8 D3 w
such time as the Bank may again fail to declare the whole dividend on the
8 p( q2 ?, [- I5 X( J- F/ W' K$ T8 yPreferred Shares Series 18 in respect of any quarter, in which event such
g9 j( Y1 E/ C- P2 Nvoting rights will become effective again and so on from time to time. `* b9 w. Z( c3 N6 J3 D
Principal Characteristics of the Preferred Shares Series 19
- \6 E; L- a( J3 I! UDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
6 k* x5 D# E, d7 H) hfloating rate non-cumulative preferential cash dividends, as and when( @% @( P+ u, L8 [( Q* b
declared by the Board of Directors, subject to the provisions of the Bank Act,
9 F( g' R8 B3 Z4 \payable quarterly on the 25th day of February, May, August and November
8 p8 @4 F: n q5 e( }& X8 Lin each year, in the amount per share determined by multiplying the$ O I% }, W( L
applicable Quarterly Floating Dividend Rate by $25.00. t+ X Y; S! D9 j: }! ^+ Q* G
On the 30th day prior to the commencement of the initial quarterly dividend
1 h1 T3 Z: o5 V) |% uperiod beginning on February 25, 2014, and on the 30th day prior to the first
1 G+ w) D) c4 d7 ?$ w8 }4 Bday of each subsequent quarterly dividend period (the initial quarterly
% T8 g7 o, W6 n. A6 n! vdividend period and each subsequent quarterly dividend period is referred to V$ @7 Z! b- ?# w1 p
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the( p* P4 i1 i) W$ i5 T- b+ h
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
* x7 P# K) f5 O1 ^Period. The Quarterly Floating Dividend Rate will be equal to the sum of the$ x5 S% r4 b* J) [. c" g$ H+ t
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days/ i+ c/ |0 S# f3 O/ x) l7 ]* b
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
' ?& F+ m' p4 w' m- G* o) V8 ~determined on the 30th day prior to the first day of the applicable Quarterly/ }; E3 p% ~) w: {3 a, }2 G
Floating Rate Period.7 r0 M/ g. w" I/ u3 w0 U; H% r
S-55 p$ S: M; h7 D: E* |: i
If the Board of Directors does not declare a dividend, or any part thereof, on
; }- P8 ]0 C6 r. k+ X( o* l, [the Preferred Shares Series 19 on or before the dividend payment date for a- V4 d' N1 z3 f" U# U# M L
particular quarter, then the entitlement of the holders of the Preferred: v4 o5 }4 ], Q# I
Shares Series 19 to receive such dividend, or to any part thereof, for such
. b" w8 S, j' N- I% Hquarter will be forever extinguished.( m: l) \, v/ Q
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
% m2 s: z+ Z9 w5 l/ Z( u& DSuperintendent and to the provisions described below under the heading; D. L8 m7 N# Z9 F) x+ l6 O
‘‘Details of the Offering — Certain Provisions of the Preferred Shares! T: ~1 T% b2 C% ^5 L3 _' k1 n
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
$ {$ \, J' a, K4 Kon not more than 60 nor less than 30 days’ notice, the Bank may redeem all5 n$ J/ s1 o' B- {# }
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
8 U7 j* \6 b2 g/ I5 |$ {2 a# Noption without the consent of the holder, by the payment of an amount in
# J% l0 k7 f6 \/ W$ zcash for each such share so redeemed of (i) $25.00 together with all declared
( |. q/ p9 n+ b* p Q0 T( e, x6 land unpaid dividends to the date fixed for redemption in the case of# }" f2 l, ]" b! a4 R
redemptions on February 25, 2019 and on February 25 every five years% o& v- z1 H$ N1 ~: A
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
6 y' l$ Y% @3 Uthe date fixed for redemption in the case of redemptions on any other date
, {+ v- a+ k( k* Con or after February 25, 2014.
0 m/ V2 {$ y6 ~/ PConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic7 b3 u6 H8 Y/ H/ S1 a z, n
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
' V3 j2 L) m' N: B8 Tthe right, at their option, to convert, on February 25, 2019 and on
2 H; d0 g+ P1 }February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
' ]+ G& {$ ~2 |) r mor all of their Preferred Shares Series 19 into an equal number of Preferred! Z1 Z8 M: X4 v4 ?2 r' g
Shares Series 18 upon giving to the Bank written notice thereof not earlier
8 W0 G6 c% z$ gthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
9 I$ ]6 |# G5 V+ D( Y7 L+ U15th day preceding, a Series 19 Conversion Date.
?/ N3 h' S, l/ n( {Automatic Conversion If the Bank determines, after having taken into account all shares tendered
# L5 A7 M0 h4 z5 ^. P5 J7 }; q4 Y# lProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares8 a k2 [5 `/ j6 X0 R& ~
Series 18, as the case may be, that there would be outstanding on such) K n7 p! U3 M0 r7 H
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
1 L! |" H2 K: o! `) @3 [such remaining number of Preferred Shares Series 19 will automatically be
! h/ l5 x3 |+ A7 ~converted on such Series 19 Conversion Date into an equal number of
7 T7 B) I( m+ ?+ k2 iPreferred Shares Series 18. Additionally, if the Bank determines that, after
1 x' @- r" I6 {# Hconversion, there would be outstanding on such Series 19 Conversion Date R/ g9 O5 r$ S( D
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares! H, D' z$ I9 m: c \6 v' A+ H
Series 19 will be converted into Preferred Shares Series 18.1 B: X2 s8 [ u x" o1 u, Z& g3 f! V0 X
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
! E; K$ ?2 b9 B$ F; M' `8 T, u E1 b" xSeries 19 will not be entitled as such to receive notice of, attend, or vote at,% c% h9 C1 i5 }$ E
any meeting of the shareholders of the Bank unless and until the first time at9 Q5 \; y' o0 w$ G) b+ Y+ J
which the Board of Directors has not declared the whole dividend on the
. P, j9 V8 S3 FPreferred Shares Series 19 in any quarter. In that event, subject as
8 ~0 a8 W8 W# _hereinafter provided, the holders of Preferred Shares Series 19 will be+ b$ e* r- W6 A& U# J+ j5 d% k
entitled to receive notice of, and to attend, meetings of shareholders at which
! V8 |9 \( d" Vdirectors of the Bank are to be elected and will be entitled to one vote for
' T& r7 M7 @2 e1 {% R' ~; Y7 I4 meach Preferred Share Series 19 held. The voting rights of the holders of the6 r1 `+ i7 K/ f! o
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of( H9 ^' ]: o) J+ v) I- }% K" e
the first dividend on the Preferred Shares Series 19 to which the holders are% _& b+ F. l3 W% @
entitled thereunder subsequent to the time such voting rights first arose until
" v# L. s0 v, V4 |such time as the Bank may again fail to declare the whole dividend on the2 c# M, O2 ^6 \
Preferred Shares Series 19 in respect of any quarter, in which event such
+ e) ~6 g `5 B8 S8 ^voting rights will become effective again and so on from time to time.
5 b6 M1 X/ `* y0 q3 w3 x# pS-67 J8 q6 x7 B; x2 U0 a' h
Priority: The preferred shares of each series of the Bank will rank on a parity with4 y/ A" h4 w# @: @
every other series and are entitled to preference over the common shares of1 R! u* K; l: |
the Bank and over any other shares of the Bank ranking junior to the
8 o9 O2 t/ K4 p8 Wpreferred shares with respect to the payment of dividends and upon any5 [9 J3 C- e1 }2 n' x
distribution of assets in the event of the liquidation, dissolution or
! Q% y( [# H) J7 H4 H Kwinding-up of the Bank.; p) W K2 e9 c- i: ^
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
& _9 ]2 q; _5 v" eDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares- J- a% {. j- ]9 t6 P4 {
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
7 Z' S( K2 G O3 S% L6 Idividends received on such shares under Part IV.1 of such Act. |
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