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发表于 2008-11-29 16:58
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下面是BMO的:
2 D. @( X$ N. K$ J4 ~SUMMARY OF THE OFFERING9 u9 x6 j9 j8 W! K
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’’.3 Q0 g' q" p0 d7 X6 L. W8 g
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
* k# p4 V) l. F4 @. O- x1 ?7 B5 |Amount: $150,000,000 (6,000,000 shares).
H; E! |" f/ KPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
5 [! W; I! [% W7 T D# ?; o5 M+ Q6 WPrincipal Characteristics of the Preferred Shares Series 18$ I k3 d( x5 r/ E
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
+ r; ? N+ f8 t4 @non-cumulative preferential cash dividends, as and when declared by the
( E5 i( `: ]: g0 m: IBoard of Directors, subject to the provisions of the Bank Act, for the initial4 s2 f! A' w( n a" Q( E
period commencing on the closing date and ending on and including# c" n8 I5 |0 W) Y3 P& f
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
$ c% ~* K* P$ e* k0 N2 B- d2 [8 C+ u! }25th day of February, May, August and November in each year, at a rate$ K% d9 p" X% Y9 H. S" z( K
equal to $0.40625 per share. The initial dividend, if declared, will be payable
5 t0 l. ~: X5 f1 T# [0 I# i& VMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing) G, b4 n# S1 V' n8 F/ [
date of December 11, 2008.% r% e& v( I8 i: ]# X
For each five-year period after the Initial Fixed Rate Period (each, a
& Y5 f& Q( {4 A‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares* S. y0 T* P& @4 A) s" E+ i
Series 18 will be entitled to receive fixed non-cumulative preferential cash. I0 O L8 f1 @4 u) G
dividends, as and when declared by the Board of Directors, subject to the
' O+ b# H# V0 `, A3 Uprovisions of the Bank Act, payable quarterly on the 25th day of February,
( P! y6 V. r% _# n5 Z3 S8 qMay, August and November in each year, in the amount per share per annum
& F+ g$ ]6 N m2 [% Z2 [; g3 @determined by multiplying the Annual Fixed Dividend Rate applicable to+ ^$ k. i% [ Q9 | B- Y: O
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
6 I, I3 A0 W- a6 x7 B4 sRate for the ensuing Subsequent Fixed Rate Period will be determined by the4 O0 i9 V. t% a3 e- R0 v, q% p7 c" g
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
/ _7 a. Q$ ?* U. aof such Subsequent Fixed Rate Period and will be equal to the sum of the
) B+ Y4 i8 f/ h6 DGovernment of Canada Yield on the applicable Fixed Rate Calculation Date( G4 H! |# B+ M F3 l$ q! ^
plus 3.83%.
/ \; s2 Q2 u! }7 j. qIf the Board of Directors does not declare a dividend, or any part thereof, on+ Y7 v; b5 D9 c" f
the Preferred Shares Series 18 on or before the dividend payment date for a
5 I9 i2 R8 I2 u! vparticular quarter, then the entitlement of the holders of the Preferred
3 y+ k* u" D) L3 eShares Series 18 to receive such dividend, or to any part thereof, for such
8 A1 D) F5 v; @quarter will be forever extinguished.
" a5 P' ^1 o D; ?7 C( ?2 V. \Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
7 ]9 I4 o- g6 tSuperintendent and to the provisions described below under ‘‘Details of the6 _! R+ P( e- B( f0 `5 Y% P
Offering — Certain Provisions of the Preferred Shares Series 18 as a
# @- V3 M9 i' r8 n) ^: ^Series — Restrictions on Dividends and Retirement of Shares’’, on
, F" O5 ^# J' e2 k; i( `; IFebruary 25, 2014 and on February 25 every five years thereafter, on not
; U$ ?8 x- [) X1 Amore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
- `2 {$ R4 a) Vpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
0 ~5 c4 A- {( C9 N/ `; s* rwithout the consent of the holder, by the payment of an amount in cash for
7 t6 t* _; o/ l/ ceach such share so redeemed of $25.00 together with all declared and unpaid
: x! N- L8 Y4 x: D; ~# E- c0 n5 fdividends to the date fixed for redemption.
" Z3 f) Y8 R* n. w( F" [Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
% h$ A9 o# @6 eShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have9 ]6 v, p" b' T0 v3 ?; K* R
the right, at their option, to convert, on February 25, 2014 and on$ m) K9 F( k5 b0 m7 ^! f& O- @7 Z+ n
S-4- Q3 c2 }0 u0 p* Y/ R- j
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any8 @* r1 V a$ g+ s! \, m# k& v5 U
or all of their Preferred Shares Series 18 into an equal number of Preferred6 e0 ]* f+ ~' L+ e# e
Shares Series 19 upon giving to the Bank notice thereof not earlier than0 t/ y2 d& w* j1 v4 S
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day( c# w" t6 z0 Z# y, Z6 b4 }
preceding, a Series 18 Conversion Date.
9 E" }% s$ J# B9 |Automatic Conversion If the Bank determines, after having taken into account all shares tendered
6 L0 W% H3 S, E, e. z% NProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
# Y s/ t+ o+ O! W, kSeries 19, as the case may be, that there would be outstanding on such0 n( z0 G) a4 ]! }5 {
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,# m2 H/ G6 G7 C9 u
such remaining number of Preferred Shares Series 18 will automatically be
, ^5 O4 N$ j I4 u# Rconverted on such Series 18 Conversion Date into an equal number of
" F: k: i$ [" \, OPreferred Shares Series 19. Additionally, if the Bank determines that, after2 f8 @0 s6 C5 l) h1 |
conversion, there would be outstanding on such Series 18 Conversion Date
' }8 H# ]7 w/ f! m1 F! d8 Oless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares/ c7 @. G6 X' c8 t8 H) U
Series 18 will be converted into Preferred Shares Series 19.9 l( e, }+ A0 R6 O. D- N
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares: O% ~6 ^8 i9 E, I; v- k
Series 18 will not be entitled as such to receive notice of, attend, or vote at,: {' L v- I2 W. n
any meeting of the shareholders of the Bank unless and until the first time at: Y$ D. ^. U+ U' b- a
which the Board of Directors has not declared the whole dividend on the4 p! j4 Z; e) g8 Z
Preferred Shares Series 18 in any quarter. In that event, subject as% w/ X% ?4 k3 D4 f+ [- y) g* _9 a
hereinafter provided, the holders of Preferred Shares Series 18 will be
- S+ S% ^# s7 w% Dentitled to receive notice of, and to attend, meetings of shareholders at which' Z5 z# m( q- U: F
directors of the Bank are to be elected and will be entitled to one vote for
6 c% K# d6 b- y- x$ ?$ _7 teach Preferred Share Series 18 held. The voting rights of the holders of the3 K8 H% U; `1 s3 D
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of0 E) @1 |; X: B% q, q, ^
the first dividend on the Preferred Shares Series 18 to which the holders are
0 Y2 j3 V; Q% z' c# \ } Wentitled thereunder subsequent to the time such voting rights first arose until
2 \/ I2 u3 x# Gsuch time as the Bank may again fail to declare the whole dividend on the4 \+ H, `3 I9 w
Preferred Shares Series 18 in respect of any quarter, in which event such
: \% l4 u4 V5 Y F' {5 _voting rights will become effective again and so on from time to time.6 U4 d5 u0 X. Z- a0 r) n1 H' E8 {
Principal Characteristics of the Preferred Shares Series 19! q4 C. v! h) q' A6 A: j; g0 Q
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
6 v; r7 f7 o' l R9 q: A. \8 ]( Qfloating rate non-cumulative preferential cash dividends, as and when
" P$ r9 @# p, cdeclared by the Board of Directors, subject to the provisions of the Bank Act,: S8 r1 x$ s* I, S+ n, C
payable quarterly on the 25th day of February, May, August and November& O1 U3 o( p) ]1 l& e
in each year, in the amount per share determined by multiplying the
! m" D8 w/ d9 w4 V4 _applicable Quarterly Floating Dividend Rate by $25.00.
3 M) t; P3 y5 s/ WOn the 30th day prior to the commencement of the initial quarterly dividend) V- l$ p3 x. w* |) d
period beginning on February 25, 2014, and on the 30th day prior to the first
/ ~/ G1 n3 d, z' w+ Z2 V/ {day of each subsequent quarterly dividend period (the initial quarterly
5 h r# {. ]# E! ~. l$ h3 ` u" Adividend period and each subsequent quarterly dividend period is referred to/ R- o* }, k& K7 r9 F
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the0 O- a: r$ G9 {* z
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
! h v8 C) n/ ` QPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the, j1 w: d; g; b" L# e2 C
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
) c+ q: P" B: W: ~! w# x! {- }elapsed in the applicable Quarterly Floating Rate Period divided by 365)
, q: V9 x7 S4 ]0 ~8 G3 I8 m0 jdetermined on the 30th day prior to the first day of the applicable Quarterly( U- O; [" q) L7 }! ^0 g4 d
Floating Rate Period.
' e2 y" v; R5 m+ J$ KS-5
" K: i; n- K+ RIf the Board of Directors does not declare a dividend, or any part thereof, on
% j% {9 ~1 ?5 Lthe Preferred Shares Series 19 on or before the dividend payment date for a
; {3 Y6 o& W+ Z! W, sparticular quarter, then the entitlement of the holders of the Preferred
0 m5 W# I' `, r% zShares Series 19 to receive such dividend, or to any part thereof, for such
" j+ _" y$ \* r7 J! c' G3 Z7 Q* Mquarter will be forever extinguished.
& k& [; k7 ?+ b) R3 J) V4 VRedemption: Subject to the provisions of the Bank Act and to the prior consent of the8 \% [; F! |! z; p5 `
Superintendent and to the provisions described below under the heading
: b' R* K9 T2 T, w4 A4 U# t‘‘Details of the Offering — Certain Provisions of the Preferred Shares, ?4 z7 h# c: Y7 T
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,* r0 t% q+ F& X
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all7 W8 s! E% M( l& `8 r' W
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s) p" r2 s! s) x7 d
option without the consent of the holder, by the payment of an amount in' y" ?$ n; f( q7 O# K
cash for each such share so redeemed of (i) $25.00 together with all declared
+ ~3 A* _3 G8 p+ G( s5 \7 `/ vand unpaid dividends to the date fixed for redemption in the case of0 u8 q9 ]2 Y/ E7 x L& F
redemptions on February 25, 2019 and on February 25 every five years
$ R: Y2 `# w/ G5 t; G* e8 N0 Tthereafter, or (ii) $25.50 together with all declared and unpaid dividends to6 O- _( a2 l+ U# ]" R" m& t
the date fixed for redemption in the case of redemptions on any other date
. ^1 s1 x8 m; M con or after February 25, 2014.
2 K; v9 W. ^7 @" l6 sConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
( [" j7 T8 i* u% N: ]Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
- K) }7 y6 I- I- Fthe right, at their option, to convert, on February 25, 2019 and on9 o# |$ Q8 a; T$ Q4 O
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
; _" B. Q" m& j* V$ Ror all of their Preferred Shares Series 19 into an equal number of Preferred5 k% ^2 x' U( B1 ]& Y m% C
Shares Series 18 upon giving to the Bank written notice thereof not earlier
* B& I2 s+ v8 Kthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the+ D$ m% Z: }! k+ V8 f. J6 Q* O
15th day preceding, a Series 19 Conversion Date.
$ w8 H: \% c, f% l: G" ^& GAutomatic Conversion If the Bank determines, after having taken into account all shares tendered) I6 O+ Z. V$ C3 D9 f
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
* \$ d+ f7 F( u; z! l3 r5 bSeries 18, as the case may be, that there would be outstanding on such
7 L+ E. [7 L1 L/ tSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,2 b1 K6 L* S7 l2 r" e+ V9 K
such remaining number of Preferred Shares Series 19 will automatically be' G: }% e% D7 ^5 {+ \
converted on such Series 19 Conversion Date into an equal number of
& ?" [+ ]. k* n" y2 K* f- nPreferred Shares Series 18. Additionally, if the Bank determines that, after
# J) r: [% `; ]. F3 l! ^( aconversion, there would be outstanding on such Series 19 Conversion Date
% g1 E: x% x' N8 W. \; [% _* zless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
# t% N9 V* n d; M& U1 Y6 ~Series 19 will be converted into Preferred Shares Series 18.
/ ^( K* {& ^; R- H6 l0 _0 yVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
+ y* F$ Y: ?, v1 Y, ^. X4 A7 }Series 19 will not be entitled as such to receive notice of, attend, or vote at,
9 a- |) E( y$ k- C- ^any meeting of the shareholders of the Bank unless and until the first time at6 r/ U M3 w+ x$ ~
which the Board of Directors has not declared the whole dividend on the7 G" N: k/ s, ^, N/ Z% H* ]4 l
Preferred Shares Series 19 in any quarter. In that event, subject as" p. B; F f2 I, a
hereinafter provided, the holders of Preferred Shares Series 19 will be4 K9 f& @& U. H3 Z$ T
entitled to receive notice of, and to attend, meetings of shareholders at which
. A! |8 Y2 q! q' I2 D2 U* s- ?directors of the Bank are to be elected and will be entitled to one vote for
3 l! F8 B* w6 j1 B! feach Preferred Share Series 19 held. The voting rights of the holders of the6 Z' m3 W! m2 b1 m* a6 X
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
2 v6 F, K2 k' `8 X# p0 Ythe first dividend on the Preferred Shares Series 19 to which the holders are
7 q6 y7 z' E; Z2 _entitled thereunder subsequent to the time such voting rights first arose until
* H+ B2 L) r8 _4 d' n% K$ z. F0 esuch time as the Bank may again fail to declare the whole dividend on the
; ~% r. \' J4 J cPreferred Shares Series 19 in respect of any quarter, in which event such) C4 b; U% y/ c+ i+ Z
voting rights will become effective again and so on from time to time.5 K" v( g+ _3 Z) c
S-6! P+ t3 f! u& a9 \5 V
Priority: The preferred shares of each series of the Bank will rank on a parity with! d: v: `8 ~3 c* w
every other series and are entitled to preference over the common shares of* I ?2 C. A) K' T" X$ U
the Bank and over any other shares of the Bank ranking junior to the+ c% R8 ^ N7 g& W
preferred shares with respect to the payment of dividends and upon any7 D+ Q8 w4 a1 _8 X, d
distribution of assets in the event of the liquidation, dissolution or
2 X6 S$ a# w3 T7 q& J4 p4 p0 twinding-up of the Bank. l1 M: U! d; I/ Z" G5 F
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under9 x- d% c/ G5 J. g2 @7 b/ `& C, l
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
2 ~" _$ B* ^: Y+ R1 M9 GSeries 18 and Preferred Shares Series 19 will not be required to pay tax on8 b) k) k0 ]+ o( x' a
dividends received on such shares under Part IV.1 of such Act. |
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