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发表于 2008-11-29 16:58
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下面是BMO的: 
( d  i# m* K  TSUMMARY OF THE OFFERING 
  S* D$ E' }( y+ I  \4 l- ]& B! ^- wThis 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’’.+ @6 U% v+ ~* {% e9 o0 B3 u/ B+ g 
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18. 
( ~/ l) W& t+ z* J/ j0 ~% n  a8 \Amount: $150,000,000 (6,000,000 shares). 
- p( C: t! V- {9 P! a: c& iPrice and Yield: $25.00 per share to yield initially 6.50% per annum. 
0 ~- {) B0 Y% [* e- `% H* U! u6 @Principal Characteristics of the Preferred Shares Series 18 
; e% c3 X. [& K+ S9 PDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed 
" G& ]0 `8 _4 ^, `5 D& d& c9 T0 i" Dnon-cumulative preferential cash dividends, as and when declared by the 
/ C$ k- G, v  {! `) m9 y3 PBoard of Directors, subject to the provisions of the Bank Act, for the initial 
7 v! _! R. }0 I5 U& L2 q0 Dperiod commencing on the closing date and ending on and including 
0 j5 L2 E' p+ F) WFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the+ S5 u. n5 e  u7 F0 X 
25th day of February, May, August and November in each year, at a rate 
4 I# [1 k' u( ?2 mequal to $0.40625 per share. The initial dividend, if declared, will be payable9 x/ O/ H4 ^9 d' J/ x 
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing: X& Q4 E9 z, W  x 
date of December 11, 2008.# |+ J  M2 d1 Q5 ]" @ 
For each five-year period after the Initial Fixed Rate Period (each, a 
! ^" k- j7 o+ \‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares 
' j- `. u( ~2 v2 ^: x0 uSeries 18 will be entitled to receive fixed non-cumulative preferential cash 
/ X  V7 ]" B% k9 D7 i  u! edividends, as and when declared by the Board of Directors, subject to the% P8 u3 P# K* j 
provisions of the Bank Act, payable quarterly on the 25th day of February, 
( A6 `& c4 h! fMay, August and November in each year, in the amount per share per annum 
: j7 q; K8 f  {/ B3 ydetermined by multiplying the Annual Fixed Dividend Rate applicable to1 [! _/ C$ Q* f- z' I' {$ k1 G 
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend 
+ W% S3 r  U8 PRate for the ensuing Subsequent Fixed Rate Period will be determined by the# r- \2 [9 d, q1 r 
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day 
6 s4 W6 t- ?) T2 v+ nof such Subsequent Fixed Rate Period and will be equal to the sum of the 
) O% \; ?' o& W; Z9 J6 a& D. _Government of Canada Yield on the applicable Fixed Rate Calculation Date+ X( H5 U# ?6 I3 ~: @ 
plus 3.83%.4 g1 e6 y; M6 e9 A0 e. n) H 
If the Board of Directors does not declare a dividend, or any part thereof, on" _& i3 z0 ~  ^7 p3 z' O 
the Preferred Shares Series 18 on or before the dividend payment date for a% r  u- D& U4 `$ e$ ~- U 
particular quarter, then the entitlement of the holders of the Preferred. f( `! f! }) I+ r' D/ W 
Shares Series 18 to receive such dividend, or to any part thereof, for such 
9 J  s. H, k: a' `quarter will be forever extinguished.6 l' s2 H/ L- G# q- ]: T- j 
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the- _/ f9 v% D5 o& j 
Superintendent and to the provisions described below under ‘‘Details of the 
/ C- `1 B$ A( q$ Q3 JOffering — Certain Provisions of the Preferred Shares Series 18 as a 
: G7 i" G& x4 V7 t- uSeries — Restrictions on Dividends and Retirement of Shares’’, on 
4 B. F3 [$ }5 q$ q3 pFebruary 25, 2014 and on February 25 every five years thereafter, on not 
- x* y+ d1 e  Fmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any 
. @1 A" S& F8 u" W% zpart of the then outstanding Preferred Shares Series 18, at the Bank’s option" V" l, Y" O* Q  y/ C0 c% I; X 
without the consent of the holder, by the payment of an amount in cash for; ^4 |! N% K$ z( z8 O& u( i 
each such share so redeemed of $25.00 together with all declared and unpaid" ]* L. P  J% Y( Z6 e 
dividends to the date fixed for redemption.) a3 p+ \; [+ ]0 }# U3 M2 | 
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic8 X3 [/ Z, N  \+ Y6 A- q* T2 K' ^ 
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have 
1 Z0 H% F1 o0 B* S- ^/ W* Mthe right, at their option, to convert, on February 25, 2014 and on: T7 m+ z2 e# L1 a( T 
S-4 
* e# F6 z  v, U! P, rFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any  W4 J7 x  c  G3 H4 s 
or all of their Preferred Shares Series 18 into an equal number of Preferred5 S  \# q$ N3 S% ~. { 
Shares Series 19 upon giving to the Bank notice thereof not earlier than9 N" W) S& j' k  M 
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day9 O  f4 E2 L2 p; |; w 
preceding, a Series 18 Conversion Date. 
. h* w; J, t. ]: J! c7 HAutomatic Conversion If the Bank determines, after having taken into account all shares tendered8 v" }2 [$ b" d# [6 X4 Y0 g 
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares8 J- b" t7 x( g. Y3 ] 
Series 19, as the case may be, that there would be outstanding on such 
, w8 o+ B# }+ \3 C1 zSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,7 d* I% v! n$ C& @% P6 E, L 
such remaining number of Preferred Shares Series 18 will automatically be 
0 Q+ j6 x" Q0 b+ F$ n" p9 q( Yconverted on such Series 18 Conversion Date into an equal number of 
. z$ O. v! p) @" [/ }4 h5 kPreferred Shares Series 19. Additionally, if the Bank determines that, after7 E6 k8 A; h' x3 H& n( z* S2 T) i" E  A 
conversion, there would be outstanding on such Series 18 Conversion Date 
) U0 n9 u8 N. K. f1 r9 tless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares 
2 x+ c( T0 q" Z& H7 LSeries 18 will be converted into Preferred Shares Series 19.! o* S3 `" w: O- i/ q- {& Z. N 
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares 
  d- I) N! f$ u7 W2 I. D  x0 rSeries 18 will not be entitled as such to receive notice of, attend, or vote at,0 m" N* x6 Y& ~* g6 Y, m- v 
any meeting of the shareholders of the Bank unless and until the first time at; G4 K4 s! t4 u* X1 i 
which the Board of Directors has not declared the whole dividend on the 
8 b2 T' P% Q' c4 h! W$ j: c! ~, l$ KPreferred Shares Series 18 in any quarter. In that event, subject as/ R. X% D. e3 M 
hereinafter provided, the holders of Preferred Shares Series 18 will be 
4 J! f$ g. N; z# Aentitled to receive notice of, and to attend, meetings of shareholders at which8 t+ ~# i) y2 B. G0 Q- l 
directors of the Bank are to be elected and will be entitled to one vote for 
1 h5 A0 f) \) U- i6 C5 P- ^& peach Preferred Share Series 18 held. The voting rights of the holders of the 
3 m. V) D, @8 \1 w6 yPreferred Shares Series 18 will forthwith cease upon payment by the Bank of9 c1 t- V7 v" N+ Y8 x6 J- Z2 D* k! e+ D 
the first dividend on the Preferred Shares Series 18 to which the holders are 
2 x& S7 z1 C6 d- F, A* P' T8 nentitled thereunder subsequent to the time such voting rights first arose until 
1 C9 H& P  E- d  `$ X* P% wsuch time as the Bank may again fail to declare the whole dividend on the 
; _1 x" V3 p$ Y1 r! ]: z, ePreferred Shares Series 18 in respect of any quarter, in which event such 
% x- t+ N. i7 O1 K6 O3 _4 f4 Z6 Bvoting rights will become effective again and so on from time to time. 
( C; F" C# H$ Q+ A1 B" tPrincipal Characteristics of the Preferred Shares Series 19 
& C) N8 \7 d8 E& K/ n" k) KDividends: The holders of the Preferred Shares Series 19 will be entitled to receive 
$ J6 B9 x. n# m, P7 N8 kfloating rate non-cumulative preferential cash dividends, as and when3 K4 G$ \9 @; ^ 
declared by the Board of Directors, subject to the provisions of the Bank Act,# c' c5 X/ l0 L7 g# { 
payable quarterly on the 25th day of February, May, August and November 
& u" P; I2 P( b9 E, Pin each year, in the amount per share determined by multiplying the; b8 {; S! [  w 
applicable Quarterly Floating Dividend Rate by $25.00.1 _' W6 V$ x" t' w8 `8 Q, e 
On the 30th day prior to the commencement of the initial quarterly dividend 
" X4 p) Z( i' Q7 [* Kperiod beginning on February 25, 2014, and on the 30th day prior to the first 
, y: i) M6 D6 b' k% Iday of each subsequent quarterly dividend period (the initial quarterly 
* ]" l0 H# `5 S9 Idividend period and each subsequent quarterly dividend period is referred to3 ]# N/ n) i6 x  S' k8 l 
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the' R- V! y% V# l 
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate 
, S" N; w& H$ Y( Z8 M9 }8 xPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the 
3 B& W8 [0 N$ x/ rT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days 
+ }2 Q# _% S. o) _( melapsed in the applicable Quarterly Floating Rate Period divided by 365)( d" I- j# m) k* z9 b; k 
determined on the 30th day prior to the first day of the applicable Quarterly2 ~8 ^" i6 |. K* M* { 
Floating Rate Period.. c* v7 m2 W: r9 C9 U 
S-5$ e, i& u0 ?7 M( J3 Z 
If the Board of Directors does not declare a dividend, or any part thereof, on 
7 ?% P/ A8 i4 \: |* j# bthe Preferred Shares Series 19 on or before the dividend payment date for a- P" F, y+ {1 J0 L% o 
particular quarter, then the entitlement of the holders of the Preferred 
/ @5 C* w* g, h0 I+ f8 O/ EShares Series 19 to receive such dividend, or to any part thereof, for such$ S. t; D! d' a 
quarter will be forever extinguished.. P& I: {, w4 @  J 
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the 
% f* F: ^4 i* jSuperintendent and to the provisions described below under the heading" ~" W) h! }1 G3 M 
‘‘Details of the Offering — Certain Provisions of the Preferred Shares 
5 L/ X9 B# P6 L6 PSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’, 
+ J; i2 A" U2 f- A1 P1 Ton not more than 60 nor less than 30 days’ notice, the Bank may redeem all- a3 k! H; Q9 h! ~( S 
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s! j' Z3 x5 n  q$ ^ 
option without the consent of the holder, by the payment of an amount in$ B" E1 `# ~) {& y6 w 
cash for each such share so redeemed of (i) $25.00 together with all declared% A) c, K: E4 n5 m- c7 K. u1 p 
and unpaid dividends to the date fixed for redemption in the case of 
* {9 `' n1 s, X. Iredemptions on February 25, 2019 and on February 25 every five years0 g! R- |* H2 M- I) O( B3 l2 f 
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to- Q2 P4 K! b# w- P8 {5 i" b 
the date fixed for redemption in the case of redemptions on any other date* n1 T, t. h! z4 I" B 
on or after February 25, 2014.# B. g; y/ ?0 \# ?% w 
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic6 H0 Z* X) |  e9 W& e1 g 
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have 
/ Z+ a  W# ?  N' P9 s3 j0 Mthe right, at their option, to convert, on February 25, 2019 and on5 `. m6 K4 L# W0 M4 k. j! { 
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any5 d2 O! t) p' P" N) ^' l 
or all of their Preferred Shares Series 19 into an equal number of Preferred7 k/ w3 N* R; r9 B- h6 Q1 ^2 O( G1 D 
Shares Series 18 upon giving to the Bank written notice thereof not earlier 
3 }1 {5 H  G3 v% k) G5 @" j) [2 qthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 
- X/ d  V5 P& ?$ L, K# b+ s- @15th day preceding, a Series 19 Conversion Date. 
. G6 m, _6 m, o( Y. aAutomatic Conversion If the Bank determines, after having taken into account all shares tendered* Q! e3 u& |+ \0 [ 
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares- E* V$ k4 R# m* N" s 
Series 18, as the case may be, that there would be outstanding on such 
8 J+ ?' s4 L" b9 G# U& DSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,. |8 n7 @- R: R; U: ^) _( q9 ~7 M 
such remaining number of Preferred Shares Series 19 will automatically be8 L! G- i5 j9 {  q 
converted on such Series 19 Conversion Date into an equal number of" m1 n# e* L7 ^5 J5 N4 O 
Preferred Shares Series 18. Additionally, if the Bank determines that, after+ t$ r  n9 U+ t4 T$ q0 g1 Q 
conversion, there would be outstanding on such Series 19 Conversion Date7 R, Z: Z8 C. v3 q 
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares1 k& x" G% W+ i7 v; {; x+ c 
Series 19 will be converted into Preferred Shares Series 18. 
) x6 h# f4 a% S, TVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares. }9 G7 h9 @) q8 q- d 
Series 19 will not be entitled as such to receive notice of, attend, or vote at, 
; q  y, E" o( J# m- ^any meeting of the shareholders of the Bank unless and until the first time at- }* V" w" O; q 
which the Board of Directors has not declared the whole dividend on the  b: H: O' X9 ?( R5 m# S 
Preferred Shares Series 19 in any quarter. In that event, subject as 
- y# Q' d) |. S+ N- |/ G- jhereinafter provided, the holders of Preferred Shares Series 19 will be4 F' O8 x: u; \4 @& ~4 g8 h 
entitled to receive notice of, and to attend, meetings of shareholders at which) V6 Y8 E* X0 B. r# B' L$ H 
directors of the Bank are to be elected and will be entitled to one vote for 
8 X. h) P" w5 n0 neach Preferred Share Series 19 held. The voting rights of the holders of the9 T+ R& C- W3 G# ]: T 
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of 
* C" s% }6 T0 I& n* ^% Bthe first dividend on the Preferred Shares Series 19 to which the holders are7 u; k( C7 h  I  P5 |. x! ^ 
entitled thereunder subsequent to the time such voting rights first arose until6 Y5 O: y: h8 } 
such time as the Bank may again fail to declare the whole dividend on the 
5 W6 S6 c. Z! y; jPreferred Shares Series 19 in respect of any quarter, in which event such 
+ [) [/ M" p4 z! Bvoting rights will become effective again and so on from time to time.( Z+ ?  v6 a& Z1 h$ B! _' A+ f 
S-6 
5 N, S3 M* m" W3 gPriority: The preferred shares of each series of the Bank will rank on a parity with 
5 [  ~$ M! f+ E8 i' b5 {4 Gevery other series and are entitled to preference over the common shares of 
  C9 k6 W  O- v$ Wthe Bank and over any other shares of the Bank ranking junior to the: [3 n# o( A  y) r/ \ 
preferred shares with respect to the payment of dividends and upon any 
  @1 L& F2 R: m$ N* f3 D$ e  rdistribution of assets in the event of the liquidation, dissolution or# ?7 {. \/ Y0 q9 F! C! r  k 
winding-up of the Bank.8 n2 e+ b% [1 ]; ? 
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under' L3 i# s9 S& F! K8 K! l, }; g 
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares- I" h  ?  q5 E/ @3 H+ ~ 
Series 18 and Preferred Shares Series 19 will not be required to pay tax on7 x, @6 s7 l8 a1 A2 N6 d: J 
dividends received on such shares under Part IV.1 of such Act. |   
 
 
 
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