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发表于 2008-11-29 16:58
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下面是BMO的:/ `% X' K4 F' {2 J
SUMMARY OF THE OFFERING0 e. g( Z7 F8 z0 m8 b: T9 Z
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’’.
9 H, e* l: A* `2 E7 J) R, l% wIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
# \2 N! L3 M; a/ ^ cAmount: $150,000,000 (6,000,000 shares).- @0 u* s( { \; I
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
1 l0 _! G3 C" ^9 ~/ `. Z7 f8 K* c% E; DPrincipal Characteristics of the Preferred Shares Series 188 W- X$ E; Y8 `6 B. d
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
9 m3 H( V$ {0 r0 ?7 Inon-cumulative preferential cash dividends, as and when declared by the
9 h b1 t3 m W) r1 g; h- UBoard of Directors, subject to the provisions of the Bank Act, for the initial
' G) u- e; E) p, P- h: N& lperiod commencing on the closing date and ending on and including
* j- I" u' a2 V1 {) QFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the5 _$ r8 n, h7 o
25th day of February, May, August and November in each year, at a rate5 c0 }% R/ _; R6 T; U+ C& o D `7 C
equal to $0.40625 per share. The initial dividend, if declared, will be payable
5 h j* ~1 y5 J6 hMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing2 o3 A* d) M- T
date of December 11, 2008.
( ? _ z8 D {% g& NFor each five-year period after the Initial Fixed Rate Period (each, a9 ~0 ~) [. T; {0 e4 A* ]
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
& b- n: O4 o3 M9 f; ]8 T2 R( zSeries 18 will be entitled to receive fixed non-cumulative preferential cash
) k$ T- I+ v/ l: @ z k# d" Xdividends, as and when declared by the Board of Directors, subject to the4 J7 l& n$ @3 G0 I& R( e8 s" X
provisions of the Bank Act, payable quarterly on the 25th day of February,
1 M+ l4 [; u8 M4 u( R% R9 D: f+ }* TMay, August and November in each year, in the amount per share per annum5 f3 O1 m d5 b. k
determined by multiplying the Annual Fixed Dividend Rate applicable to
- X/ _+ }2 z/ P) N2 S" Usuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend+ N6 v- d( f' b8 e$ f! b, F
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
' ^% q, C$ X3 s% Z# C" `Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day- v! |2 G3 _1 M& h- R
of such Subsequent Fixed Rate Period and will be equal to the sum of the# P1 `# v+ b- Q& I" r" p
Government of Canada Yield on the applicable Fixed Rate Calculation Date) M2 Y$ j6 o9 W7 J* R; Q# \
plus 3.83%.) i; p2 P3 H6 J2 R6 j9 E) A
If the Board of Directors does not declare a dividend, or any part thereof, on7 X1 I6 X# q0 `0 Z. e$ I& \
the Preferred Shares Series 18 on or before the dividend payment date for a2 D" s0 I* N' s6 e# P
particular quarter, then the entitlement of the holders of the Preferred" _/ Q+ z; C& ~; |. T2 S
Shares Series 18 to receive such dividend, or to any part thereof, for such
/ |5 A1 K# F6 V @quarter will be forever extinguished.2 a+ J+ b: |0 S+ D9 r$ E) [7 X
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the9 U+ p5 W$ R3 H5 }
Superintendent and to the provisions described below under ‘‘Details of the
$ U0 ~$ b* h V6 P5 M0 YOffering — Certain Provisions of the Preferred Shares Series 18 as a. G2 |# q9 |( F' o/ F1 D
Series — Restrictions on Dividends and Retirement of Shares’’, on
Q7 ]3 y5 `$ `" \; ]4 _# b. CFebruary 25, 2014 and on February 25 every five years thereafter, on not
" a" n+ Q* Y. I- ?, ]more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
. U+ i2 {* ]) S+ @3 h3 i+ dpart of the then outstanding Preferred Shares Series 18, at the Bank’s option' R% t7 G" q' q O1 }* i/ c
without the consent of the holder, by the payment of an amount in cash for
# I/ q+ e. k0 t+ a- M5 oeach such share so redeemed of $25.00 together with all declared and unpaid
; _' S' W$ G0 J3 Z$ ]- L! p: kdividends to the date fixed for redemption.
- G+ H( K6 Y$ W* F4 {, yConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic; E5 Z+ s$ f7 |! O1 E4 u- p
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
1 G5 h o3 Q9 @/ F- l+ i4 kthe right, at their option, to convert, on February 25, 2014 and on: n7 j4 B6 @8 U7 f# I2 b
S-4
& ^, e9 Y9 O0 e4 ~7 S9 B% u2 e* }' mFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any- M6 K4 _ m U0 `: [6 y& b
or all of their Preferred Shares Series 18 into an equal number of Preferred* }/ T( V: ~# d9 S8 M
Shares Series 19 upon giving to the Bank notice thereof not earlier than
E- F7 s5 |. O3 G" R% | \ A/ W30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day3 O% I$ ]2 O9 i8 k( Z
preceding, a Series 18 Conversion Date.0 [7 C/ h E) h& R. X# p
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
% c- H) [! R/ o- s; j7 J3 ?0 _Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares1 |$ o5 s6 d5 Y! r! h8 L
Series 19, as the case may be, that there would be outstanding on such' K# |* W& j @0 j9 i& P1 _
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,! u, y3 |' A( T- J
such remaining number of Preferred Shares Series 18 will automatically be
* k6 j9 a+ o) Kconverted on such Series 18 Conversion Date into an equal number of5 T) z: A) N$ t. S* p- l# m
Preferred Shares Series 19. Additionally, if the Bank determines that, after
( u- f# G) V2 H6 |conversion, there would be outstanding on such Series 18 Conversion Date
! } \: b7 p2 q% |9 ?7 e1 tless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
7 V7 Z0 r& B# ]Series 18 will be converted into Preferred Shares Series 19.
2 _& I/ L" B2 h- B, z! OVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares* y, V/ p ?/ p N& f# U8 t
Series 18 will not be entitled as such to receive notice of, attend, or vote at,9 K5 ]1 F2 ?% ^& O ?$ M
any meeting of the shareholders of the Bank unless and until the first time at
( V Z* ?( h6 F0 ?" U4 d4 hwhich the Board of Directors has not declared the whole dividend on the
: I' O0 o- i6 S8 T1 ePreferred Shares Series 18 in any quarter. In that event, subject as
- [- b! [4 I! }9 \' c/ x1 ^hereinafter provided, the holders of Preferred Shares Series 18 will be7 D7 D( [, ?- f" J/ q b6 y% H5 x
entitled to receive notice of, and to attend, meetings of shareholders at which# w) f+ X: W! m7 N( y5 }$ A% C
directors of the Bank are to be elected and will be entitled to one vote for. l/ ^0 a( j) o& [
each Preferred Share Series 18 held. The voting rights of the holders of the
3 D& ]0 _" p3 m u& U5 LPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
# b) f3 H* B, ?/ e! Lthe first dividend on the Preferred Shares Series 18 to which the holders are [$ X4 k/ D4 R, G
entitled thereunder subsequent to the time such voting rights first arose until
- m$ ^4 A8 K9 V. p% ], ^0 g9 W/ Nsuch time as the Bank may again fail to declare the whole dividend on the
$ _! ?6 w! |( v/ bPreferred Shares Series 18 in respect of any quarter, in which event such+ [: R+ r- ~ a+ Q( C
voting rights will become effective again and so on from time to time.
- S5 I# N6 m5 v: |4 J% HPrincipal Characteristics of the Preferred Shares Series 19" R& o% [0 o3 F. Q! w4 \$ I
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive+ I3 W5 {' U6 K+ I9 F
floating rate non-cumulative preferential cash dividends, as and when
1 |% ~; H/ _- {: U, u( K$ zdeclared by the Board of Directors, subject to the provisions of the Bank Act,
% W1 U" Q J" a' gpayable quarterly on the 25th day of February, May, August and November# C% d, d+ Q: M- R* ]
in each year, in the amount per share determined by multiplying the, t! n* k M: @& P
applicable Quarterly Floating Dividend Rate by $25.00.
* A3 D$ D. B" s! C) I+ ]5 }$ TOn the 30th day prior to the commencement of the initial quarterly dividend
9 `8 b) I) a$ ?. a. ], a; Q! Y" ]period beginning on February 25, 2014, and on the 30th day prior to the first
& n" d& ~# ~3 _day of each subsequent quarterly dividend period (the initial quarterly
; B6 K* Z; h8 u& a9 {dividend period and each subsequent quarterly dividend period is referred to
9 O) T; x, b: i% Was a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the& x G$ C2 d2 h. I j Q( q
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate% p: J9 ]" o7 F" D2 Z; G+ E
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the3 ~4 P9 U9 E2 Q
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days: M- z$ \7 F2 ^+ \& J. _
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
9 r! }9 R+ ]4 V) i6 W1 H9 F) V; V4 N: b6 Rdetermined on the 30th day prior to the first day of the applicable Quarterly! A+ b4 a. [5 w; K$ I) X
Floating Rate Period.% N1 I2 ]8 c: o! h/ w) j
S-5
+ q' q: P+ f6 D9 V3 ~$ BIf the Board of Directors does not declare a dividend, or any part thereof, on
) q% }* _! ^( f/ sthe Preferred Shares Series 19 on or before the dividend payment date for a
8 q) ^; \: R6 x, ?particular quarter, then the entitlement of the holders of the Preferred! X/ K( j$ k2 D/ n& c6 g( @; G
Shares Series 19 to receive such dividend, or to any part thereof, for such7 {; L6 I' z) c$ V6 e
quarter will be forever extinguished.
3 a+ D0 d8 ]) X$ y6 G# L5 t' DRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
$ W J# c( _3 P: ~# QSuperintendent and to the provisions described below under the heading
6 v2 ^9 i+ l0 w {‘‘Details of the Offering — Certain Provisions of the Preferred Shares' W5 ^* A: P+ ^3 s3 X( W) w2 G0 A3 Q
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,- g' P+ |0 G5 \
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
$ l7 @- ]# i; A6 ior any part of the then outstanding Preferred Shares Series 19, at the Bank’s) e% ~0 ?% Y2 Z0 Y! P' i# V& I: d
option without the consent of the holder, by the payment of an amount in
* c# x" v, `% b1 Scash for each such share so redeemed of (i) $25.00 together with all declared: F3 M8 ~) B2 F; F
and unpaid dividends to the date fixed for redemption in the case of% |; P) e. q j% ^1 x
redemptions on February 25, 2019 and on February 25 every five years
( k; L% I2 h9 Y) L' z9 d' y2 X, Qthereafter, or (ii) $25.50 together with all declared and unpaid dividends to1 z: k3 p0 t1 r5 c3 k
the date fixed for redemption in the case of redemptions on any other date7 p. c9 ]5 W7 Y2 P! G" }( [
on or after February 25, 2014./ c- ?: t' a6 q, k! B+ n# t( ~/ R. d
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic; c A$ y" ^1 |! l7 Z ?. ~
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have) ^* o, `$ r+ a/ Y2 Q0 v4 v
the right, at their option, to convert, on February 25, 2019 and on
4 m" [ O# K( Y0 d( u5 f8 tFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any6 R6 q0 e- B$ V2 ]2 w" |4 ]# p
or all of their Preferred Shares Series 19 into an equal number of Preferred) S5 q1 p: W: c: N A% Z
Shares Series 18 upon giving to the Bank written notice thereof not earlier
, m7 G, N! h0 U! ~than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
( i( _7 A: `7 T7 C0 A* K6 _15th day preceding, a Series 19 Conversion Date.
$ i1 g6 Q+ q* ]- LAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
3 l( [: z# U+ U5 K0 A9 _Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares# h3 K( X3 H( [5 g) k2 w" g- I
Series 18, as the case may be, that there would be outstanding on such
1 M8 Z: ?3 Q6 E. H% O; O! jSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,0 d% r* K S) M* o. ~: w( q5 ^# S
such remaining number of Preferred Shares Series 19 will automatically be1 }, r0 r* t4 e8 N b5 x( i: h1 R
converted on such Series 19 Conversion Date into an equal number of
: c/ h% U3 i8 \, a: U: W. \Preferred Shares Series 18. Additionally, if the Bank determines that, after7 @1 V% n# U3 V9 T6 {, f! F- |
conversion, there would be outstanding on such Series 19 Conversion Date8 m) x. e6 z) p* _- e
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
, x" n: Q* B7 @! ` VSeries 19 will be converted into Preferred Shares Series 18.* }0 J0 V$ l" S* O2 |8 t
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
! @# M# a* d6 G. g a! T6 [. pSeries 19 will not be entitled as such to receive notice of, attend, or vote at,- h: _5 | `+ L$ N
any meeting of the shareholders of the Bank unless and until the first time at9 @7 H3 `$ F+ q J; E7 V2 {
which the Board of Directors has not declared the whole dividend on the3 `* ~5 I6 w& G3 z: u. }0 B, c
Preferred Shares Series 19 in any quarter. In that event, subject as! H; w! q2 a" ~& Q. s6 ?
hereinafter provided, the holders of Preferred Shares Series 19 will be
8 J, x$ v1 Y: W4 Bentitled to receive notice of, and to attend, meetings of shareholders at which
3 J0 s; V* ?, ]1 ?directors of the Bank are to be elected and will be entitled to one vote for
: T( Z8 `6 i/ j5 xeach Preferred Share Series 19 held. The voting rights of the holders of the6 G6 S- [/ e* R3 F# p- ?
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
; v/ z+ O- P# a, V6 t. C8 ?* Qthe first dividend on the Preferred Shares Series 19 to which the holders are( c9 O( N' i. A. p7 z* w5 ]8 t
entitled thereunder subsequent to the time such voting rights first arose until6 J2 }: v+ F1 r
such time as the Bank may again fail to declare the whole dividend on the& z! G) `( B0 s2 C
Preferred Shares Series 19 in respect of any quarter, in which event such$ t$ y2 ?' J1 x( I( E2 T/ r
voting rights will become effective again and so on from time to time.
4 W2 y9 d. d9 N& ~) n1 z) ]9 OS-6
1 q! P1 }7 T6 ?. g' p. wPriority: The preferred shares of each series of the Bank will rank on a parity with
5 d/ B1 M8 \% Zevery other series and are entitled to preference over the common shares of" m8 a0 L6 B1 o5 F8 |
the Bank and over any other shares of the Bank ranking junior to the& C: t6 K$ R N/ l( _- S! D0 G9 c
preferred shares with respect to the payment of dividends and upon any
+ I$ H, D( G6 f1 Udistribution of assets in the event of the liquidation, dissolution or; z& C* f1 K. N% b% s: Y
winding-up of the Bank.
9 Y! M9 w& W; Q1 e7 zTax on Preferred Share The Bank will elect, in the manner and within the time provided under8 G7 g, K9 @: ~) U
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares0 |" ^! U. R$ d8 N
Series 18 and Preferred Shares Series 19 will not be required to pay tax on; ?0 n% E7 r& B% ?* O1 ]
dividends received on such shares under Part IV.1 of such Act. |
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