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发表于 2008-11-29 16:58
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下面是BMO的:
6 M4 C# O% E) Y- DSUMMARY OF THE OFFERING \6 b, }# z8 S2 x( P
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’’.
+ C" w; o9 R, b7 e+ y5 yIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
8 K o W! Z' g/ QAmount: $150,000,000 (6,000,000 shares).
, l6 T' x" Z$ V, LPrice and Yield: $25.00 per share to yield initially 6.50% per annum.& @* b5 S/ w* l F! Z
Principal Characteristics of the Preferred Shares Series 18' J) \; N2 @" K% t* W0 R
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed- m+ l2 e$ l* T5 w- `
non-cumulative preferential cash dividends, as and when declared by the. h! {9 y: ^; _1 w1 S# K
Board of Directors, subject to the provisions of the Bank Act, for the initial
7 n! M) r" t. Lperiod commencing on the closing date and ending on and including
' B% M! V0 p5 r, XFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the! {6 q$ A4 Q l9 d7 ^ ^
25th day of February, May, August and November in each year, at a rate
, O" N1 `7 `2 w7 t; A! C2 t; l, cequal to $0.40625 per share. The initial dividend, if declared, will be payable
2 T& ?8 I$ O2 E% W/ r8 UMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
5 _/ i2 b O/ B3 Z# h. Rdate of December 11, 2008.6 ?. Z: `6 }! }, |# g' W% J" n
For each five-year period after the Initial Fixed Rate Period (each, a0 X2 m1 V; t* A4 o0 `6 Z z
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares3 A/ O" t0 |# t7 {( Y
Series 18 will be entitled to receive fixed non-cumulative preferential cash
% S: ?! y3 ?! ?& Cdividends, as and when declared by the Board of Directors, subject to the' m- u6 {1 }, ^8 Q: x
provisions of the Bank Act, payable quarterly on the 25th day of February,
" k) w _' c, P( g' |. AMay, August and November in each year, in the amount per share per annum+ @/ f3 Y5 o( Z$ F! q( r( b
determined by multiplying the Annual Fixed Dividend Rate applicable to
" }3 q9 t- M5 m5 Q4 Fsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
5 V- ?9 D. ~) A- U% v) URate for the ensuing Subsequent Fixed Rate Period will be determined by the& }8 c+ \* k M) f
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
/ S3 Y! a9 v$ y) }- a3 r, Rof such Subsequent Fixed Rate Period and will be equal to the sum of the0 f$ \- P1 m4 j4 y
Government of Canada Yield on the applicable Fixed Rate Calculation Date- z/ S/ h6 }/ M, T
plus 3.83%.
, b) V( r+ {9 h. wIf the Board of Directors does not declare a dividend, or any part thereof, on2 t. l. l; r1 A9 i3 w5 c6 I3 ^
the Preferred Shares Series 18 on or before the dividend payment date for a
, b, I' q3 z ` F+ eparticular quarter, then the entitlement of the holders of the Preferred
! O6 W8 F- N l wShares Series 18 to receive such dividend, or to any part thereof, for such
( C5 l' K0 K8 u+ `) Jquarter will be forever extinguished.) U i9 C+ d2 k1 }/ T- W/ ~/ F
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
0 B. k' G" ^# PSuperintendent and to the provisions described below under ‘‘Details of the
9 k/ e1 P3 b3 w2 q& b8 nOffering — Certain Provisions of the Preferred Shares Series 18 as a
. D- Q4 \7 B" M8 `5 BSeries — Restrictions on Dividends and Retirement of Shares’’, on1 |; I @ ~ p% W
February 25, 2014 and on February 25 every five years thereafter, on not
_9 s+ Q' p7 G4 j5 @% Q) |5 u* @5 pmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
$ D7 ~2 l# @( G+ r8 u4 A5 I2 i" `part of the then outstanding Preferred Shares Series 18, at the Bank’s option
5 Z1 Z; g8 m( d" ?5 k+ |without the consent of the holder, by the payment of an amount in cash for" T: O% G; _! M) V& d7 k9 R
each such share so redeemed of $25.00 together with all declared and unpaid
4 X7 Y/ i% d# t: ]dividends to the date fixed for redemption.
& J6 i, n: b* ^Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
6 |+ N `2 u1 j8 o: FShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
/ Y( \! V0 M0 C1 o) o0 _9 ~; Athe right, at their option, to convert, on February 25, 2014 and on
' e( `, b' b" h5 H% u8 C9 ZS-4
1 c6 O! c3 ^4 k3 m1 O4 |- Y& _February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any/ K% o! s" ^3 j7 {# {
or all of their Preferred Shares Series 18 into an equal number of Preferred
# u" [9 q1 ?& Z6 H0 f! a( `Shares Series 19 upon giving to the Bank notice thereof not earlier than/ J8 Z1 [6 [6 [
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
; }% d+ C, W7 Q% Jpreceding, a Series 18 Conversion Date./ g) G" k0 I& N& y! i: P2 d, G
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
) O6 ?7 m5 j" W) {8 N; ZProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares8 P+ Z% G& a% ?# m" M% G/ }
Series 19, as the case may be, that there would be outstanding on such
8 g3 P* b& P B7 q( L7 cSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,7 X/ S. W! J+ T# I( H8 g5 N/ v2 O
such remaining number of Preferred Shares Series 18 will automatically be
: Y/ U& }! a. a, Yconverted on such Series 18 Conversion Date into an equal number of0 T: k1 [1 ]8 l& ~5 h
Preferred Shares Series 19. Additionally, if the Bank determines that, after( N9 R& M8 i; x& x" u
conversion, there would be outstanding on such Series 18 Conversion Date# x ~$ u A( o1 s0 i
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares5 d7 Q% q/ w1 b4 k, J% c
Series 18 will be converted into Preferred Shares Series 19.8 _8 x% \' `3 Y+ Q' O8 ?# Y6 K9 f8 u
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
9 Y2 F6 B% e1 ~1 d" V; I# ZSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
% Y3 T! y- i1 Oany meeting of the shareholders of the Bank unless and until the first time at' [, U0 m$ O3 L0 h$ J! g! h6 u! R- T
which the Board of Directors has not declared the whole dividend on the0 k6 \' u2 }, r" J3 T4 c! N
Preferred Shares Series 18 in any quarter. In that event, subject as
" j( k* a, o; G" B/ `# A5 C/ |+ w9 [hereinafter provided, the holders of Preferred Shares Series 18 will be
/ B- R8 S! V |" U7 `entitled to receive notice of, and to attend, meetings of shareholders at which, h5 W- I$ ~1 h' @- P
directors of the Bank are to be elected and will be entitled to one vote for
% {# S# [+ L& j6 O/ U+ Y2 a$ j @each Preferred Share Series 18 held. The voting rights of the holders of the |1 r- ~& _$ V$ a) \! ^- V
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
0 Y0 i9 O3 O. ^( ^the first dividend on the Preferred Shares Series 18 to which the holders are" \$ ^; h$ P0 T: h5 [" V+ P
entitled thereunder subsequent to the time such voting rights first arose until
8 x! J2 c0 \, z; V8 ~such time as the Bank may again fail to declare the whole dividend on the4 b* K4 c6 d4 f
Preferred Shares Series 18 in respect of any quarter, in which event such8 k. \- x' j3 U- a. }
voting rights will become effective again and so on from time to time.
9 c! `7 X. N: x& A. [5 Q( WPrincipal Characteristics of the Preferred Shares Series 19
3 G. B5 Z) |& a o7 G0 jDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
7 o$ j+ B( H" Q! `: u# Wfloating rate non-cumulative preferential cash dividends, as and when
2 _8 [ ?. W) W% A2 k) M8 D# g4 udeclared by the Board of Directors, subject to the provisions of the Bank Act,
8 W) ~; l6 H: N. a+ Y- T5 Kpayable quarterly on the 25th day of February, May, August and November
- e6 d1 p5 Z S- ^in each year, in the amount per share determined by multiplying the
0 a. N, K/ z* Y% _# Z, }applicable Quarterly Floating Dividend Rate by $25.00.+ ]' E5 m: S8 U/ } K
On the 30th day prior to the commencement of the initial quarterly dividend
" y& Y) y# ?/ i* _, \period beginning on February 25, 2014, and on the 30th day prior to the first" q$ L* n' |) G# ~ O9 |9 n$ N
day of each subsequent quarterly dividend period (the initial quarterly
- Q. X, ^ ?: K a4 C# F0 ]3 w1 Vdividend period and each subsequent quarterly dividend period is referred to5 V( T; G& N- ^1 o# Y
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the& Z, T9 D4 y' T' Z3 I c( h, Q4 B2 X
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
( R5 a' \/ d5 B% S/ P; ?Period. The Quarterly Floating Dividend Rate will be equal to the sum of the8 A* N3 u2 n+ U2 i! ?. W& a
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
( [* G% k0 I; @0 Velapsed in the applicable Quarterly Floating Rate Period divided by 365)# w' N+ {. j* a ], o/ B1 }* W* Q, M
determined on the 30th day prior to the first day of the applicable Quarterly/ {2 Q; A7 C% j+ {
Floating Rate Period.
+ j# Y0 M( e: C! AS-5
) B- ?' q0 ]* y9 H! G; ]1 U7 IIf the Board of Directors does not declare a dividend, or any part thereof, on4 T; E2 F9 y5 a" a0 ~% x
the Preferred Shares Series 19 on or before the dividend payment date for a( O- `6 a8 ~# L" M1 X
particular quarter, then the entitlement of the holders of the Preferred
' {$ V( ]$ D/ K* L- A. s* XShares Series 19 to receive such dividend, or to any part thereof, for such& U/ J6 c* j* V9 f
quarter will be forever extinguished.
' V$ D, ? q: `1 k2 G5 S' D8 @& P6 JRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
( P3 o; l8 o2 V q* e# f! YSuperintendent and to the provisions described below under the heading: \- m. L# B9 t O1 ?
‘‘Details of the Offering — Certain Provisions of the Preferred Shares8 O+ h+ H- [- A* v
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,5 q8 u& ?/ o$ Z% G; h
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
; T- m/ f2 @7 for any part of the then outstanding Preferred Shares Series 19, at the Bank’s. y, D3 y3 C0 i) @ e; a8 p
option without the consent of the holder, by the payment of an amount in
; e+ G. q) b4 B) l! u+ Ocash for each such share so redeemed of (i) $25.00 together with all declared
+ f( g$ G2 x" k3 b: jand unpaid dividends to the date fixed for redemption in the case of( O; P F5 Y9 O: v
redemptions on February 25, 2019 and on February 25 every five years% X- i* |& W, O( T% J: v
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
4 }4 j3 x T7 S8 |, F2 ~the date fixed for redemption in the case of redemptions on any other date# b8 U) ]& t9 C( ?+ f I% Y! n
on or after February 25, 2014.
6 m; x8 p# i+ L! }5 H' AConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
0 J, C2 m6 G) v$ x( xShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have" G4 l* F& R1 A9 g+ Q! o, d/ d
the right, at their option, to convert, on February 25, 2019 and on
+ A3 y5 O. p0 z2 |$ }$ ?/ eFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any9 |) X: A0 p- l9 c4 Q+ S
or all of their Preferred Shares Series 19 into an equal number of Preferred# l J, @0 Y8 F& N$ a
Shares Series 18 upon giving to the Bank written notice thereof not earlier9 O( c2 e5 F* ]! ]/ y
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
8 |6 C& c) e( u$ d- \. { P15th day preceding, a Series 19 Conversion Date.8 ^+ _# l9 R; O, \+ z
Automatic Conversion If the Bank determines, after having taken into account all shares tendered* U3 w, k# p( m
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
! d9 `* i8 y$ U5 S1 ESeries 18, as the case may be, that there would be outstanding on such
: e- |. K3 n: \Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
; w: w( S+ F9 e5 Y; i7 }( p! w% N' |such remaining number of Preferred Shares Series 19 will automatically be* r/ t& r0 M- P$ }4 Q
converted on such Series 19 Conversion Date into an equal number of
3 O3 Q0 c4 ~- w0 ^/ t9 [4 ~Preferred Shares Series 18. Additionally, if the Bank determines that, after
; C& M6 ^8 j0 l- G$ m( m7 pconversion, there would be outstanding on such Series 19 Conversion Date
, \9 |0 q# R9 w1 gless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
0 o. i8 h# k* CSeries 19 will be converted into Preferred Shares Series 18.
' W8 a$ `' o% P) a2 K0 cVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
, j9 X9 X* m5 D% |" [Series 19 will not be entitled as such to receive notice of, attend, or vote at,# E) b2 ^* n& a) W# S: w; d3 d
any meeting of the shareholders of the Bank unless and until the first time at
/ @) H; y- w1 U2 T; @- z* @which the Board of Directors has not declared the whole dividend on the
7 V! ~8 h7 d8 d# B1 rPreferred Shares Series 19 in any quarter. In that event, subject as
% @. {, A) A D& o# V8 }+ l u2 V1 fhereinafter provided, the holders of Preferred Shares Series 19 will be/ l' m3 F8 c9 ?" x0 T4 U% @1 \
entitled to receive notice of, and to attend, meetings of shareholders at which% y8 u) m) s8 n5 V* W7 E
directors of the Bank are to be elected and will be entitled to one vote for
, L7 ^( i( @( I) b- J! S% { Aeach Preferred Share Series 19 held. The voting rights of the holders of the
+ a. _( F" f3 D/ |) `& C0 \9 BPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
* M1 j) Z+ g8 j6 V# V1 @9 R3 y. Tthe first dividend on the Preferred Shares Series 19 to which the holders are
; b( G& d/ M. q: X( {3 q+ v( _entitled thereunder subsequent to the time such voting rights first arose until' Q$ Y( X8 ~- D8 \( ^4 B9 X
such time as the Bank may again fail to declare the whole dividend on the
9 ]- h* w' F( VPreferred Shares Series 19 in respect of any quarter, in which event such
3 m( D( l& L* evoting rights will become effective again and so on from time to time.: ] X% N! L4 z2 n, J) v3 P
S-6
) b9 M- m1 |3 q7 ^) g" i6 uPriority: The preferred shares of each series of the Bank will rank on a parity with
+ ?4 f% M# D, T7 k+ N. u$ H# D- Tevery other series and are entitled to preference over the common shares of# @2 h7 y+ N$ {0 n* h1 h
the Bank and over any other shares of the Bank ranking junior to the
( u" r0 [3 R5 h/ p8 Cpreferred shares with respect to the payment of dividends and upon any
# H4 e. w8 h U) d: k% e9 Ddistribution of assets in the event of the liquidation, dissolution or
. ?3 [" u4 t5 ?) Z, p# c) g, Qwinding-up of the Bank.
5 G" S5 K5 V- `# STax on Preferred Share The Bank will elect, in the manner and within the time provided under" l' V8 o1 x6 `4 D: w) c
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares9 I- v' s+ N8 u
Series 18 and Preferred Shares Series 19 will not be required to pay tax on* y, S' \6 v. J& Q7 @; b7 r
dividends received on such shares under Part IV.1 of such Act. |
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