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发表于 2008-11-29 16:58
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下面是BMO的:6 a* P) \- L0 r% |3 ? f' G
SUMMARY OF THE OFFERING
" y8 b8 a, K3 N' m: |# ?% tThis 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’’.& z, `. ]- ]1 y; V% u; F
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.: p$ o O9 l. v' L- k
Amount: $150,000,000 (6,000,000 shares).
" A. I- P5 a: U0 M$ L6 O8 Q. uPrice and Yield: $25.00 per share to yield initially 6.50% per annum.2 Q# H# d/ r% r4 G
Principal Characteristics of the Preferred Shares Series 189 i: k7 p8 U$ h0 k
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed$ |7 ]4 s5 J$ p8 b) k$ T! q* A/ p0 L
non-cumulative preferential cash dividends, as and when declared by the6 i% x m+ R4 ` t3 a' C
Board of Directors, subject to the provisions of the Bank Act, for the initial
4 c8 G9 ]* W$ p* _5 ?9 D7 i# Jperiod commencing on the closing date and ending on and including
% t7 _8 B* |( {/ cFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the- e8 `: c9 K7 E) @5 u/ s
25th day of February, May, August and November in each year, at a rate& n% J: a9 Q% _5 U7 c: H2 ?
equal to $0.40625 per share. The initial dividend, if declared, will be payable7 n( c0 X9 l+ h8 N+ d0 b& X
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing7 J; \& Y. m* I6 z/ B0 n
date of December 11, 2008.
7 S! P9 \) H3 R5 t' f0 nFor each five-year period after the Initial Fixed Rate Period (each, a S' ~" b/ T( Z G
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares& Q4 V; y) o9 J% \. d$ I
Series 18 will be entitled to receive fixed non-cumulative preferential cash2 F1 y3 a- b, s( w% ~
dividends, as and when declared by the Board of Directors, subject to the
$ y& e$ e9 u# L* ^( q% f, {% Zprovisions of the Bank Act, payable quarterly on the 25th day of February,
0 {' W. {, n( N" X# g+ J1 c# |May, August and November in each year, in the amount per share per annum3 x4 l9 ^7 e: j, r. [# z' U
determined by multiplying the Annual Fixed Dividend Rate applicable to, B! D' d1 U0 T' B( Y$ x
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend: S1 d9 j$ [4 x1 G
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the+ H9 v- ]. q( v0 s/ Y2 Q1 h% \
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day; x+ Z+ w) J5 r0 v
of such Subsequent Fixed Rate Period and will be equal to the sum of the) R. y1 y* ^$ z% i
Government of Canada Yield on the applicable Fixed Rate Calculation Date
, n7 k; E! _% G3 jplus 3.83%." e+ E. X2 j$ \2 C0 }( ^$ @" l
If the Board of Directors does not declare a dividend, or any part thereof, on9 e! J s: i D+ {" L& b e
the Preferred Shares Series 18 on or before the dividend payment date for a, l( g8 K+ x0 r8 X
particular quarter, then the entitlement of the holders of the Preferred
/ d) |: ?" V/ r0 oShares Series 18 to receive such dividend, or to any part thereof, for such2 Z0 l: j" B9 B/ s; u
quarter will be forever extinguished.5 C/ m& p* |3 L8 y) s i
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the8 \6 J: H, V& s! @& o0 h8 ?; D# e
Superintendent and to the provisions described below under ‘‘Details of the
# B* J6 j: |6 R UOffering — Certain Provisions of the Preferred Shares Series 18 as a$ J$ G* z' u. j8 P7 Q5 k& }
Series — Restrictions on Dividends and Retirement of Shares’’, on
! j. g4 U0 H. [1 Z* L5 I( WFebruary 25, 2014 and on February 25 every five years thereafter, on not* l" x$ h% E& L
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
* o% V# ~$ t: }2 T8 ^9 w+ _/ {part of the then outstanding Preferred Shares Series 18, at the Bank’s option
* ^# v+ v0 w6 F- Q3 L1 z; }2 c# I" lwithout the consent of the holder, by the payment of an amount in cash for
4 {& k( |5 |1 G% ~$ Deach such share so redeemed of $25.00 together with all declared and unpaid
9 I1 ^. q; H; Y2 m* ~& adividends to the date fixed for redemption.6 s, A8 ^/ R4 a! h( c) _- W6 M
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic& B/ {' D& F) W
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
* f; I8 p2 @9 V2 _! |the right, at their option, to convert, on February 25, 2014 and on0 O- P9 H) |! z- G$ `; R9 N
S-4: b* B, n% T0 z+ o4 T
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
d/ j! V- s" Jor all of their Preferred Shares Series 18 into an equal number of Preferred: S8 x' U8 | h/ z# a8 I* T' J2 Y a
Shares Series 19 upon giving to the Bank notice thereof not earlier than
% k0 \+ S& T1 N$ @1 @4 U' X I30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day& C9 N6 P2 p1 n& ~% F4 l2 ?
preceding, a Series 18 Conversion Date.
/ l; z3 b1 P; `Automatic Conversion If the Bank determines, after having taken into account all shares tendered
0 f: Y) E$ \; pProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares! {+ N2 J. V5 V, D. i P3 [6 O
Series 19, as the case may be, that there would be outstanding on such! P, b! r) T; u" W5 }) O: t
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
2 H3 b1 E: L" a) m+ psuch remaining number of Preferred Shares Series 18 will automatically be8 V( h% ~. n- Z6 R8 y( i
converted on such Series 18 Conversion Date into an equal number of% l0 j5 u) F0 ?% G- v T
Preferred Shares Series 19. Additionally, if the Bank determines that, after
: _6 ~! h+ y: Q3 T) W6 E( y* }conversion, there would be outstanding on such Series 18 Conversion Date2 y, q/ k! ~$ f+ W2 k9 P
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
: a+ B5 p& d, E/ z s5 qSeries 18 will be converted into Preferred Shares Series 19.
0 J: t* h/ G/ a1 FVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
, t3 ^6 C3 n7 ]- O; vSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
8 ?: h+ H7 x1 i8 s' P( A8 iany meeting of the shareholders of the Bank unless and until the first time at }/ M6 U3 T- J
which the Board of Directors has not declared the whole dividend on the' X% y& @% o, u' u& t3 z
Preferred Shares Series 18 in any quarter. In that event, subject as( {3 K; S2 \1 t3 J" b+ ~
hereinafter provided, the holders of Preferred Shares Series 18 will be7 x& ^( w7 D; j( G6 i5 v8 y
entitled to receive notice of, and to attend, meetings of shareholders at which
: F) m; `4 t1 }- ~6 Pdirectors of the Bank are to be elected and will be entitled to one vote for
* m: t8 O3 n' _# V* W9 n2 S9 zeach Preferred Share Series 18 held. The voting rights of the holders of the
. E r$ _) y2 t/ d" z+ |- x+ ^Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
8 B- V7 |2 O5 m5 d5 b( P6 jthe first dividend on the Preferred Shares Series 18 to which the holders are
9 N0 h+ `: p+ y3 ?# Y- Q& aentitled thereunder subsequent to the time such voting rights first arose until
: \6 ]8 `7 O8 [) m U Bsuch time as the Bank may again fail to declare the whole dividend on the0 B# K+ O: x5 T" y. ]; @
Preferred Shares Series 18 in respect of any quarter, in which event such7 t0 {5 n+ W7 h* |* }1 g- b
voting rights will become effective again and so on from time to time.
. H# m3 R) n SPrincipal Characteristics of the Preferred Shares Series 19
4 t5 g' v% L. y9 h. L9 L* ^6 H2 y1 qDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
U& A9 t4 W* T7 ufloating rate non-cumulative preferential cash dividends, as and when Q/ @6 a( v7 B* ^
declared by the Board of Directors, subject to the provisions of the Bank Act,
6 L, J6 G" t0 o/ V# J- Hpayable quarterly on the 25th day of February, May, August and November
/ X" o% o( Q$ ~* ~6 c- p2 jin each year, in the amount per share determined by multiplying the5 n, Y5 L( @9 A% e) c" L) Y
applicable Quarterly Floating Dividend Rate by $25.00.
* a% L* U& B+ N% }. f1 h! h# VOn the 30th day prior to the commencement of the initial quarterly dividend
- Q! _ x3 ^: s2 ^: @period beginning on February 25, 2014, and on the 30th day prior to the first
* ~2 |- q# a* m0 }5 d! L% z, J" ~day of each subsequent quarterly dividend period (the initial quarterly
( ?& b7 V! [) i% o) P8 Adividend period and each subsequent quarterly dividend period is referred to T3 O5 C, n% y+ Z1 W
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the4 Q3 z" i9 u2 e' S+ E; \
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate1 W! g9 d9 N* ]" H
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
( r5 _2 T8 x8 y1 ST-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
* M( y' L6 B aelapsed in the applicable Quarterly Floating Rate Period divided by 365)' k" l) _0 ^+ E
determined on the 30th day prior to the first day of the applicable Quarterly
: r: S7 `7 [* z+ X2 ]! m& q* mFloating Rate Period.$ ]6 C6 S% k' s4 {) B" |* k
S-5
7 n L$ `3 o% J2 }If the Board of Directors does not declare a dividend, or any part thereof, on. g4 [3 q- y( C2 {
the Preferred Shares Series 19 on or before the dividend payment date for a% i, r2 o, r* Y4 a& ~5 R" t2 b% k
particular quarter, then the entitlement of the holders of the Preferred' U# H* U8 C, b; k: _& u
Shares Series 19 to receive such dividend, or to any part thereof, for such! z3 j. F# q j: @3 Z
quarter will be forever extinguished.: E3 \5 A6 u* U/ j8 y. T
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the2 B6 Q0 @* z5 n# ^0 ?9 h5 o
Superintendent and to the provisions described below under the heading
" l+ u2 y0 O7 A‘‘Details of the Offering — Certain Provisions of the Preferred Shares
% r( b9 u5 h% m; dSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,7 Y L& P5 F: z* \
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
) }: F$ D9 W: k3 k2 m! \or any part of the then outstanding Preferred Shares Series 19, at the Bank’s, t8 B k( J5 D# Y: t; `
option without the consent of the holder, by the payment of an amount in
0 {6 G/ Y/ G7 `9 b9 P" _, y _) ycash for each such share so redeemed of (i) $25.00 together with all declared
! ]( \& E1 Q3 G0 Oand unpaid dividends to the date fixed for redemption in the case of7 y6 {% ?1 Q3 i3 I0 t! u
redemptions on February 25, 2019 and on February 25 every five years9 a" h7 [6 j h
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
" r0 e) [( M. R" Pthe date fixed for redemption in the case of redemptions on any other date# }' c. C: U& ?1 b
on or after February 25, 2014.& z1 W1 u1 b4 z( n6 g
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic/ ]% _: S% o; r
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
/ K( C4 S: Y& q% Othe right, at their option, to convert, on February 25, 2019 and on! Y* T3 c0 i7 d$ E- B% _# A8 H0 }
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any/ U' \* f3 c, a
or all of their Preferred Shares Series 19 into an equal number of Preferred
% R3 w. B( m$ h/ L- wShares Series 18 upon giving to the Bank written notice thereof not earlier
# s, Q, g% `5 `( xthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
/ r; [; B* K/ ^% ` r9 x7 n15th day preceding, a Series 19 Conversion Date.4 z r _6 t+ U! }% p- A
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
q$ L; w, s( K& ^Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares+ ^7 d: v) \9 c' y3 k* p; C4 \0 d1 V* A; L
Series 18, as the case may be, that there would be outstanding on such
0 l' n; B2 C3 jSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,! u8 d3 F' y) C
such remaining number of Preferred Shares Series 19 will automatically be' a! v! v- j0 U/ V
converted on such Series 19 Conversion Date into an equal number of
: {+ d6 j- v$ W; ~* cPreferred Shares Series 18. Additionally, if the Bank determines that, after
6 L) G8 w& O9 B A2 jconversion, there would be outstanding on such Series 19 Conversion Date
- b6 W9 U/ K) D) Cless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares+ D$ @2 P; I4 ?# s
Series 19 will be converted into Preferred Shares Series 18.
' B. I2 w! O+ @( T4 |2 q" w! qVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares i; a0 o( l8 [% h
Series 19 will not be entitled as such to receive notice of, attend, or vote at, t W: k5 }; a3 v, B) b
any meeting of the shareholders of the Bank unless and until the first time at, a- I# G8 U# p3 m9 i
which the Board of Directors has not declared the whole dividend on the
4 [% Y$ ^5 Q2 K" @: b( uPreferred Shares Series 19 in any quarter. In that event, subject as+ W1 \" C: w4 D0 r
hereinafter provided, the holders of Preferred Shares Series 19 will be
7 ?4 ^4 s8 J4 N: b$ eentitled to receive notice of, and to attend, meetings of shareholders at which
( X- {( m* V- ?7 hdirectors of the Bank are to be elected and will be entitled to one vote for
% r0 p" Z5 v2 r, _# J0 d$ ueach Preferred Share Series 19 held. The voting rights of the holders of the( J7 m: \6 C/ J7 p& [+ O
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
0 l$ W7 d0 w! o; ~; @1 W! t2 Tthe first dividend on the Preferred Shares Series 19 to which the holders are" z6 `0 |8 O5 L R0 b7 G
entitled thereunder subsequent to the time such voting rights first arose until" K; W2 p5 h( T4 K9 y; B# E( Q
such time as the Bank may again fail to declare the whole dividend on the. c/ o8 G- f/ `: [6 e
Preferred Shares Series 19 in respect of any quarter, in which event such! s( Z6 e; n |( D- A% @
voting rights will become effective again and so on from time to time.; L- h& o' n- i9 c
S-6' g. Q6 Z5 f0 g5 M6 {
Priority: The preferred shares of each series of the Bank will rank on a parity with. m$ H f% a0 _
every other series and are entitled to preference over the common shares of
8 A# x! `9 U1 ?the Bank and over any other shares of the Bank ranking junior to the
( A9 C" }6 {% {preferred shares with respect to the payment of dividends and upon any
/ W& b; R! W4 V/ Q( ~, @% f2 Udistribution of assets in the event of the liquidation, dissolution or
" M5 p; H' d& m1 Ywinding-up of the Bank.
; n0 L2 o* o( Q6 sTax on Preferred Share The Bank will elect, in the manner and within the time provided under1 T4 d0 K5 @$ B; X+ R9 q; k
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares4 f& g& q5 u# R2 }
Series 18 and Preferred Shares Series 19 will not be required to pay tax on1 F* `0 O* ]- f& E, _6 q1 h
dividends received on such shares under Part IV.1 of such Act. |
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