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发表于 2008-11-29 16:58
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下面是BMO的:* C# _4 V' D8 _3 ?. A' u
SUMMARY OF THE OFFERING- U# y: H9 X% @, ?# M& }
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 W, S' p: K0 U1 pIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.: ^3 C4 _. _ F& Z, F
Amount: $150,000,000 (6,000,000 shares).' e" l3 `5 M4 g. |2 a- L
Price and Yield: $25.00 per share to yield initially 6.50% per annum., Z' m7 w, L5 R5 O3 q( A2 b
Principal Characteristics of the Preferred Shares Series 184 p1 a; g D" I8 l$ y Q
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
7 j9 k' q: k! x. s$ D* gnon-cumulative preferential cash dividends, as and when declared by the8 Q ~' \. B! c3 l5 O2 y
Board of Directors, subject to the provisions of the Bank Act, for the initial
8 E k! w5 \7 qperiod commencing on the closing date and ending on and including
6 P. m, o+ i' G$ a I1 u WFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
% c8 ~; a. L" v1 N25th day of February, May, August and November in each year, at a rate
( w2 V. v# G5 |- p+ n; J. pequal to $0.40625 per share. The initial dividend, if declared, will be payable
6 M7 n+ q6 E% l' P# Z( N7 N- J3 X2 ~May 25, 2009 and will be $0.73459 per share, based on the anticipated closing; f2 T+ V' y9 J/ m
date of December 11, 2008.4 L/ Z$ B4 |7 w, G# e
For each five-year period after the Initial Fixed Rate Period (each, a
& M, d4 R9 `" l) N+ t! A5 e3 w‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares; }. V `1 F$ X- ~
Series 18 will be entitled to receive fixed non-cumulative preferential cash
9 @4 R, H+ J: L" g# H( vdividends, as and when declared by the Board of Directors, subject to the
+ p" G l' G7 g: e- p/ eprovisions of the Bank Act, payable quarterly on the 25th day of February,
4 n: O7 L6 t+ E) c7 u8 ^May, August and November in each year, in the amount per share per annum' z1 E* E. w7 q9 N
determined by multiplying the Annual Fixed Dividend Rate applicable to
' Z, W0 g# P' z* a Z! u: K7 I0 Ssuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
# O' Z/ x% H s) I) zRate for the ensuing Subsequent Fixed Rate Period will be determined by the
7 B+ Z# P+ u5 S: H# {! ^Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
; f3 b9 C* H1 n2 w. e/ r. [2 @6 qof such Subsequent Fixed Rate Period and will be equal to the sum of the
$ J0 w# L3 U+ [/ iGovernment of Canada Yield on the applicable Fixed Rate Calculation Date8 _: a( E7 y$ V5 i& C! Y; V! f
plus 3.83%.
' I$ r* V6 O- i9 t% WIf the Board of Directors does not declare a dividend, or any part thereof, on2 ^$ t% m) p6 g" W6 r3 @. m
the Preferred Shares Series 18 on or before the dividend payment date for a
5 L0 g8 @6 f; s- y& f- c5 ~7 d* Hparticular quarter, then the entitlement of the holders of the Preferred2 W' W* X2 L( |
Shares Series 18 to receive such dividend, or to any part thereof, for such
- T+ Z8 m0 I# e( P2 A, H! ?) hquarter will be forever extinguished.
+ O/ P: j5 R: E9 R' X9 mRedemption: Subject to the provisions of the Bank Act and to the prior consent of the$ ]! }. O% V3 u! n, ?0 r5 y$ u
Superintendent and to the provisions described below under ‘‘Details of the; j% N) o) j; P" j% Y1 k' u2 j
Offering — Certain Provisions of the Preferred Shares Series 18 as a
7 ~ x/ \. h3 Z1 @Series — Restrictions on Dividends and Retirement of Shares’’, on
0 i5 ^2 J# {: n2 lFebruary 25, 2014 and on February 25 every five years thereafter, on not8 a1 Y& W U3 N) t2 H; L" {4 ]
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any6 k0 x3 T3 k5 v! [
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
6 }: c N7 y; c% t$ iwithout the consent of the holder, by the payment of an amount in cash for. `4 u- S2 q1 N$ n; o8 M9 F
each such share so redeemed of $25.00 together with all declared and unpaid
: |3 g: \/ C+ @! ~; |& A, f8 i# y6 Wdividends to the date fixed for redemption.5 j5 Y9 j+ V$ `- z% Y& p6 _
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic6 f- u2 \) V! p/ N8 ~8 Z6 W
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have& \, T) H# b" r, g
the right, at their option, to convert, on February 25, 2014 and on6 @0 W' r6 r4 f4 F- q
S-4
) {% u$ D8 B; G2 z7 L, |February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any! g h6 C& [' `+ g
or all of their Preferred Shares Series 18 into an equal number of Preferred1 s$ n5 W" g8 p/ Z
Shares Series 19 upon giving to the Bank notice thereof not earlier than
+ d( N" z/ u2 x8 a+ H7 z30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day2 Q9 z9 w1 J/ K* A2 x" E
preceding, a Series 18 Conversion Date.
2 D# R5 l# X. r. C1 U1 n/ jAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
% C3 [! u! F. e% }$ Z$ m/ ^Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares2 r" U ]! K l; [$ i) Y+ c
Series 19, as the case may be, that there would be outstanding on such
) q3 h5 z3 V6 o( V& w3 ^Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
# ~6 e6 u" w) g K- p% t; i( Ssuch remaining number of Preferred Shares Series 18 will automatically be
- M5 m( F6 [# Sconverted on such Series 18 Conversion Date into an equal number of" G2 Z6 b: ~9 {5 C% S+ K+ L7 h
Preferred Shares Series 19. Additionally, if the Bank determines that, after9 O* G2 \/ o0 W/ S: J
conversion, there would be outstanding on such Series 18 Conversion Date u! N5 ]2 E# T1 V" J: g5 B
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares- G6 x8 U7 y E4 o4 o
Series 18 will be converted into Preferred Shares Series 19.% r4 a. L3 y' v
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
4 P. \3 e0 [9 s# }3 \Series 18 will not be entitled as such to receive notice of, attend, or vote at,' |. D4 r6 X+ V3 L% }4 Z
any meeting of the shareholders of the Bank unless and until the first time at
+ ]9 B8 Y! o. m2 gwhich the Board of Directors has not declared the whole dividend on the
$ r4 d. [) N3 ~# S1 K9 cPreferred Shares Series 18 in any quarter. In that event, subject as7 V' l$ ~& G% O7 f
hereinafter provided, the holders of Preferred Shares Series 18 will be
_: L& x( z& t3 k: m# s8 gentitled to receive notice of, and to attend, meetings of shareholders at which
& ~9 N* y9 D8 n H% W zdirectors of the Bank are to be elected and will be entitled to one vote for9 e4 y2 f; A. b {0 p1 s
each Preferred Share Series 18 held. The voting rights of the holders of the
: {6 F$ N3 t9 A5 m {# Z4 s$ RPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
, u/ s2 u& d3 ]* L# ithe first dividend on the Preferred Shares Series 18 to which the holders are3 Y9 c4 N/ b3 p
entitled thereunder subsequent to the time such voting rights first arose until0 }% S# p/ _8 w2 D" V+ [
such time as the Bank may again fail to declare the whole dividend on the
" m' S0 L2 D9 t) z' F: k% {8 ^Preferred Shares Series 18 in respect of any quarter, in which event such( M6 x" f8 _1 X; K* \; P/ l5 Z5 j
voting rights will become effective again and so on from time to time., G) I4 F. X0 \* g
Principal Characteristics of the Preferred Shares Series 19
. p2 F6 E# e. A# g3 w UDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
8 e6 I/ ^' w r7 {floating rate non-cumulative preferential cash dividends, as and when
( C& ?% ]0 l( }3 ^4 |) gdeclared by the Board of Directors, subject to the provisions of the Bank Act,
" n. g8 ^2 S5 G* Q+ n* q; y% W, N! [5 d' wpayable quarterly on the 25th day of February, May, August and November. C5 k, K. p, S. I3 {' C, t1 b# }8 |/ J
in each year, in the amount per share determined by multiplying the
) @8 q% Q. B& O& V8 b( bapplicable Quarterly Floating Dividend Rate by $25.00., P6 p7 o N# M
On the 30th day prior to the commencement of the initial quarterly dividend' w7 d F0 Z% |% G8 w
period beginning on February 25, 2014, and on the 30th day prior to the first* P O# p8 _1 u: c
day of each subsequent quarterly dividend period (the initial quarterly; K& f* L2 k* ? C5 ~! o3 K: U( `
dividend period and each subsequent quarterly dividend period is referred to* k; V5 Z5 ]+ D% g: ]8 ?
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the$ k w0 B1 j* Q
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate p1 M* P7 j) Z8 ~0 K
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
+ C& R- q8 R0 n1 c' k/ j( ]T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days7 O* x' m7 X0 h( L. k
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
4 |( u& [% ~1 D! K6 k8 d; Odetermined on the 30th day prior to the first day of the applicable Quarterly
9 [# H8 Q9 R! ?7 B1 X- k; @Floating Rate Period.
# a' O# t$ M# r; b, i! m! YS-5
3 @; U5 t- L$ r9 c' _. lIf the Board of Directors does not declare a dividend, or any part thereof, on2 \ f- e9 y0 [) D
the Preferred Shares Series 19 on or before the dividend payment date for a
* f7 ?1 e: i; v7 A5 `6 sparticular quarter, then the entitlement of the holders of the Preferred
" u7 _; N6 w7 @4 lShares Series 19 to receive such dividend, or to any part thereof, for such5 t( H. {$ y( o: j/ A) [+ W- }2 A
quarter will be forever extinguished.
% j5 S/ q% c% O! u, L; T qRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
6 S9 q, j% v9 s; S fSuperintendent and to the provisions described below under the heading
! f: M' r, g( `" Q6 o! i‘‘Details of the Offering — Certain Provisions of the Preferred Shares
# [. }: w+ i4 I N5 {Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
. x6 k& O. I, [! [# D Y# pon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
F4 H; j( X% x, P0 por any part of the then outstanding Preferred Shares Series 19, at the Bank’s- n0 k$ K& P# m' \: a
option without the consent of the holder, by the payment of an amount in
( T. `% C( v) y9 |8 N- V+ C" fcash for each such share so redeemed of (i) $25.00 together with all declared
. o% a* C, `) Q% qand unpaid dividends to the date fixed for redemption in the case of Z. \' q( Z; m7 B0 j& n
redemptions on February 25, 2019 and on February 25 every five years
, j" n. w+ A0 Ithereafter, or (ii) $25.50 together with all declared and unpaid dividends to
1 _6 U: s( K( @ k3 othe date fixed for redemption in the case of redemptions on any other date
% u- @6 G- ?: O2 V2 n3 Ion or after February 25, 2014.
# A1 V3 C2 N, W, mConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic3 s0 h6 G* M! ]) u" y/ F K
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have1 a7 ~$ W# b, ]+ n
the right, at their option, to convert, on February 25, 2019 and on
+ Z6 Y/ s$ e+ KFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any0 A& k x8 P: K) c7 a( |. ~
or all of their Preferred Shares Series 19 into an equal number of Preferred$ B8 v' e6 f2 t. d& m5 e" B0 R5 M* i
Shares Series 18 upon giving to the Bank written notice thereof not earlier4 F% y2 ~& |! x8 |
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the/ A1 a" ^5 U3 Y3 l* \- r, u5 M
15th day preceding, a Series 19 Conversion Date.- U! |! _ B, E2 ~
Automatic Conversion If the Bank determines, after having taken into account all shares tendered, N- d f( R3 W2 E* p9 S
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares1 Y& t1 W; G: _% n/ _/ Q# g
Series 18, as the case may be, that there would be outstanding on such( T$ @0 Z6 v( \4 @8 P; l
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
6 }+ {" I5 t, |+ D" d- B5 f xsuch remaining number of Preferred Shares Series 19 will automatically be% M5 X& d- E- Z; m$ W5 p7 o: ] U" A
converted on such Series 19 Conversion Date into an equal number of: E8 ~, g& @3 q. T3 g0 @. C
Preferred Shares Series 18. Additionally, if the Bank determines that, after
4 ]% ~& Z. [& ]3 kconversion, there would be outstanding on such Series 19 Conversion Date6 J8 c4 e* E [6 X& A7 c% A* `8 q
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
2 |% Z2 ~; Z/ t- f" m8 XSeries 19 will be converted into Preferred Shares Series 18.
7 v F) Q8 Q1 @/ n$ O. V- NVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
% T. ]! n* w) y/ b d, wSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
) Y+ g0 B5 A- n$ vany meeting of the shareholders of the Bank unless and until the first time at
3 i7 z6 _" }* V/ D- zwhich the Board of Directors has not declared the whole dividend on the
7 @& ?# x" q* @4 c, XPreferred Shares Series 19 in any quarter. In that event, subject as
f: w. ? A' z U: O( dhereinafter provided, the holders of Preferred Shares Series 19 will be
# T7 P( t. d5 S" Ientitled to receive notice of, and to attend, meetings of shareholders at which0 D- \6 P/ R( o# R+ q" ?: C/ V* R! f
directors of the Bank are to be elected and will be entitled to one vote for2 x5 o7 p+ ~. Q8 X% K
each Preferred Share Series 19 held. The voting rights of the holders of the
2 L: |6 h( C: c1 b6 u" ]; d' ?( nPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
/ R: }# L( ]1 j; Hthe first dividend on the Preferred Shares Series 19 to which the holders are
$ o5 s3 x6 _1 Eentitled thereunder subsequent to the time such voting rights first arose until0 C8 C0 z* ^0 \2 k/ j, R
such time as the Bank may again fail to declare the whole dividend on the
& l6 Z' e7 [- k! H x! zPreferred Shares Series 19 in respect of any quarter, in which event such
- t( @) J( l! s* ?: X5 y8 xvoting rights will become effective again and so on from time to time.
. _0 ]4 P0 i& H$ ~/ L! _. wS-6" o9 d, Q7 m; z
Priority: The preferred shares of each series of the Bank will rank on a parity with
/ a5 N9 M7 h" h* A9 Pevery other series and are entitled to preference over the common shares of! N4 Y$ f5 W9 b. ?9 B5 w
the Bank and over any other shares of the Bank ranking junior to the2 R5 @4 T& h! N% R2 L& L# m' [9 V
preferred shares with respect to the payment of dividends and upon any
" O9 v9 i$ M- O! u, m9 ?- J/ Mdistribution of assets in the event of the liquidation, dissolution or( C( V+ p1 W# f/ m7 d
winding-up of the Bank.
4 }( b7 t. R, cTax on Preferred Share The Bank will elect, in the manner and within the time provided under! w# e* a4 F; H4 _
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
% ^' D& ~& _6 F7 M! _; o5 z: `- qSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
K; I/ V! j! F$ g1 Sdividends received on such shares under Part IV.1 of such Act. |
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