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发表于 2008-11-29 16:58
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下面是BMO的:
" T6 Y' ~5 G hSUMMARY OF THE OFFERING/ V! x* t0 p+ n( b
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’’.* _+ l6 A/ r, }' P! I4 D2 x+ o
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
4 m" D5 p5 w6 l5 b! }6 l& b% ~Amount: $150,000,000 (6,000,000 shares).
9 _3 U% ?8 q; U! k U/ n/ W$ JPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
8 y: B' U/ C* }Principal Characteristics of the Preferred Shares Series 18
5 x1 ]6 U9 L5 _Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
+ z M# T% A* z% M7 [- _! pnon-cumulative preferential cash dividends, as and when declared by the
( P. A5 ^% U3 j" j7 g: Q: ^3 eBoard of Directors, subject to the provisions of the Bank Act, for the initial
2 Z. D9 v; e0 J* j* [/ m# U7 bperiod commencing on the closing date and ending on and including
' Q5 u2 ?0 E! jFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the4 J. P. p- T( w+ J( F# i6 G$ w
25th day of February, May, August and November in each year, at a rate8 }* A/ T4 X" C' B1 m. S% {* ~7 Z
equal to $0.40625 per share. The initial dividend, if declared, will be payable f6 B# K8 @2 q& y, t) a
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
; o+ h* t q& l% e+ y% t ^date of December 11, 2008.
$ x) Q1 X6 x) UFor each five-year period after the Initial Fixed Rate Period (each, a
2 `* `: K- a9 ~4 g* x3 p R‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
) l2 z0 O A3 VSeries 18 will be entitled to receive fixed non-cumulative preferential cash/ A0 l# m& `7 m3 N$ G6 |. k
dividends, as and when declared by the Board of Directors, subject to the
% p' j: b! g: m' J7 |2 qprovisions of the Bank Act, payable quarterly on the 25th day of February,; {7 O7 Y) ~; e [4 j
May, August and November in each year, in the amount per share per annum
* |- I: Z- b. b( y4 f( @determined by multiplying the Annual Fixed Dividend Rate applicable to, k3 Z J1 u9 {: @' c' I5 v% o9 {+ q: a
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
8 h& A( K1 i1 O/ f. H9 f' SRate for the ensuing Subsequent Fixed Rate Period will be determined by the
/ c* B' E. p# D- s4 s* c8 }" d: QBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day7 K( V \. K" k+ T
of such Subsequent Fixed Rate Period and will be equal to the sum of the9 r8 M& t2 [* g8 g+ _
Government of Canada Yield on the applicable Fixed Rate Calculation Date
$ f! O) [0 F" Z d# B7 dplus 3.83%.
" {( B7 H; o [+ V1 t9 t! S* uIf the Board of Directors does not declare a dividend, or any part thereof, on
* U1 y. F$ ~+ d! ethe Preferred Shares Series 18 on or before the dividend payment date for a
6 D. e) G% A" y; [4 M# z" lparticular quarter, then the entitlement of the holders of the Preferred& V6 |1 E8 ]9 v0 Q; [
Shares Series 18 to receive such dividend, or to any part thereof, for such
& ~9 N/ u$ g. Y9 c1 e2 ^6 k% Vquarter will be forever extinguished.
8 ^. M5 Z4 N3 VRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
1 g0 _3 I+ q' N z3 Y8 G% ySuperintendent and to the provisions described below under ‘‘Details of the: a8 N2 n$ o3 O
Offering — Certain Provisions of the Preferred Shares Series 18 as a
w, U1 l$ E, }: H! ~Series — Restrictions on Dividends and Retirement of Shares’’, on2 D, s( n/ K( [" D
February 25, 2014 and on February 25 every five years thereafter, on not% [( N/ O- s- r3 C# k+ [
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any i7 X2 `$ i X5 L$ I
part of the then outstanding Preferred Shares Series 18, at the Bank’s option9 @& m6 o v4 }7 L- ~5 o. U2 q
without the consent of the holder, by the payment of an amount in cash for
& w) N. C3 r/ _each such share so redeemed of $25.00 together with all declared and unpaid. Z8 X" G2 @4 C
dividends to the date fixed for redemption.
/ a0 x+ o: l" G( I/ P7 OConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic$ ~# A4 n' x9 j- `
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have2 R4 x, E8 N* C5 P7 }1 p7 r# c
the right, at their option, to convert, on February 25, 2014 and on7 N! G \- s$ W" T5 t7 M
S-47 W9 e* q! ]/ i
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
2 y `5 m* f+ I1 A/ }3 [+ dor all of their Preferred Shares Series 18 into an equal number of Preferred
# y+ O( N7 Q' xShares Series 19 upon giving to the Bank notice thereof not earlier than! n: T7 D q0 o: o
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
, M( C0 {# G' W5 Y, f0 `. Npreceding, a Series 18 Conversion Date.
0 s, _* f" p5 ?& m) Q, CAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
( @) j7 a; z+ ^5 K# i b6 GProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares$ \1 _& I: K T9 @7 f4 o
Series 19, as the case may be, that there would be outstanding on such- t2 S+ b# a) T# O; R, n
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,1 b4 A/ ~* }0 i. l
such remaining number of Preferred Shares Series 18 will automatically be
0 }* k) n" a7 n' N; aconverted on such Series 18 Conversion Date into an equal number of
5 H1 P6 r w! E$ }# i% UPreferred Shares Series 19. Additionally, if the Bank determines that, after
3 G | Q( R1 ~* v5 g2 }& iconversion, there would be outstanding on such Series 18 Conversion Date, h8 x; [" d8 e3 }# `
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
" q1 [* e" T0 D- z1 q+ B g# u: DSeries 18 will be converted into Preferred Shares Series 19.( M& \9 n8 i. X* A( y+ z
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares: C+ X3 s$ e' S
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
6 x* K# I" `5 W1 ]7 Tany meeting of the shareholders of the Bank unless and until the first time at
5 x( ` ~/ y1 f9 E: _6 uwhich the Board of Directors has not declared the whole dividend on the/ t4 z: j, S0 {. h$ e9 }( X/ `
Preferred Shares Series 18 in any quarter. In that event, subject as
8 n% ^5 N/ z" S e& |$ Phereinafter provided, the holders of Preferred Shares Series 18 will be
4 y4 f% f+ a" L- r; n) ~entitled to receive notice of, and to attend, meetings of shareholders at which
. k8 ^/ p/ [; M" I# U3 Vdirectors of the Bank are to be elected and will be entitled to one vote for6 h; F8 E1 E2 U9 V, }6 R7 J
each Preferred Share Series 18 held. The voting rights of the holders of the
/ ^% \) }- I) {' \3 }Preferred Shares Series 18 will forthwith cease upon payment by the Bank of# b, e3 \% U- B9 A. N# m* v6 ^0 o
the first dividend on the Preferred Shares Series 18 to which the holders are
7 x! s) n% h5 X9 Q3 dentitled thereunder subsequent to the time such voting rights first arose until
1 L, P! ]$ ]9 s/ M" gsuch time as the Bank may again fail to declare the whole dividend on the
. \" p( Q- i; K0 W) yPreferred Shares Series 18 in respect of any quarter, in which event such
. s5 U7 ?( s3 y$ u3 p1 @voting rights will become effective again and so on from time to time." h1 e3 k) c. f# y
Principal Characteristics of the Preferred Shares Series 19# m8 ?( M A E5 {4 z' p
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
% X1 [- a \! }' }) v5 t, afloating rate non-cumulative preferential cash dividends, as and when) c9 j1 ?; i0 e. {1 | [3 V% x! G! D
declared by the Board of Directors, subject to the provisions of the Bank Act,5 R* ~7 a% X4 L3 j5 ]% o4 G4 ^
payable quarterly on the 25th day of February, May, August and November
% j) R: u2 q Z! J( m3 _5 iin each year, in the amount per share determined by multiplying the
# `0 t, W. V9 H, }+ q! ?& [0 V3 iapplicable Quarterly Floating Dividend Rate by $25.00.
o H# O. k5 wOn the 30th day prior to the commencement of the initial quarterly dividend
5 ]) ^3 F5 K4 L5 w) k* Qperiod beginning on February 25, 2014, and on the 30th day prior to the first2 d$ u+ P9 j4 g. Y# R8 E4 z6 I( p
day of each subsequent quarterly dividend period (the initial quarterly1 a: h1 T( p# j8 j0 x5 H
dividend period and each subsequent quarterly dividend period is referred to0 @! i! M5 F* v8 r0 J, W
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
' u2 g( Q& }6 z6 ~' p* Q) TQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate% }+ f$ m3 t) t
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
0 c0 Z: x& S" J% t0 tT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days$ W9 ]* L, A4 H5 A8 R# S
elapsed in the applicable Quarterly Floating Rate Period divided by 365)* Z" s# y( U# H8 y7 u
determined on the 30th day prior to the first day of the applicable Quarterly
' A& P3 z$ J0 A0 `5 j5 \Floating Rate Period.
: ^* {4 R& j9 a) VS-5
8 J' g2 Z8 {9 r4 R) ~If the Board of Directors does not declare a dividend, or any part thereof, on
4 S' U* F0 s! G' A: `' ~8 {2 H$ vthe Preferred Shares Series 19 on or before the dividend payment date for a! y' k0 F4 Z- G Z' o; A! O: v
particular quarter, then the entitlement of the holders of the Preferred- j: E1 }& p5 e' t, z, y& h
Shares Series 19 to receive such dividend, or to any part thereof, for such
; F5 n+ q: F6 cquarter will be forever extinguished.5 {: Y( N7 A3 l! v% L) A, z" h4 H
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the, v+ Q9 N+ R) X, C8 d5 x$ z
Superintendent and to the provisions described below under the heading% Y1 i! a5 Y* w
‘‘Details of the Offering — Certain Provisions of the Preferred Shares1 c6 p8 g, Q7 v; ~: X( E
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,4 w! X# g. e4 I$ r) o
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
: g# Q/ s% f: @2 u$ H$ r9 ]. _0 For any part of the then outstanding Preferred Shares Series 19, at the Bank’s8 q8 [+ H7 j$ W# s
option without the consent of the holder, by the payment of an amount in
0 N2 l1 l% {$ O6 acash for each such share so redeemed of (i) $25.00 together with all declared
( S* w5 G* L( x7 sand unpaid dividends to the date fixed for redemption in the case of
/ Y: y# ^4 g# l Sredemptions on February 25, 2019 and on February 25 every five years# O7 q+ i- A, w: B$ M1 b" v1 B
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to1 a; A1 b5 b6 @: ^8 B( u: X/ o( W
the date fixed for redemption in the case of redemptions on any other date
, ?4 M0 J2 e7 T- C! G9 mon or after February 25, 2014.
: C3 Q: c& f/ s7 e8 fConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic) }4 v C- q# L9 M' Q V
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
D& r* k1 e8 @; h0 q, N% n8 |8 |' ithe right, at their option, to convert, on February 25, 2019 and on
& B0 `" V& @, {# _2 oFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
7 U G* d# P R8 tor all of their Preferred Shares Series 19 into an equal number of Preferred0 R( b4 y- z5 I! i5 s% O. g
Shares Series 18 upon giving to the Bank written notice thereof not earlier" [, q$ Z. F6 Y2 N0 N6 Y
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
# X- K/ o6 g. v! ?; ]( f15th day preceding, a Series 19 Conversion Date.
. w, @5 Y9 @2 n x Q* {. }Automatic Conversion If the Bank determines, after having taken into account all shares tendered" K: A, q! P- D$ S3 q2 \# B
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
( q5 Q/ d* r, @9 A1 W5 o0 jSeries 18, as the case may be, that there would be outstanding on such
* ~4 x0 d1 {7 p: t9 w, v2 VSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
8 m7 E5 Q+ i. x* T7 csuch remaining number of Preferred Shares Series 19 will automatically be
- P% v% e! P- @converted on such Series 19 Conversion Date into an equal number of' j3 k! ] B1 k; |) K3 ?. P+ K8 r
Preferred Shares Series 18. Additionally, if the Bank determines that, after% U/ I2 c ]# _/ u
conversion, there would be outstanding on such Series 19 Conversion Date$ l+ F9 y* a! J, f
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares" f3 u Z5 L8 ], J5 C: d9 C* i2 O
Series 19 will be converted into Preferred Shares Series 18.2 E. `! Q7 g3 t) e. f8 B
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
( p5 H+ R4 ]3 Q% @* Q" uSeries 19 will not be entitled as such to receive notice of, attend, or vote at,+ v e0 r" P5 C/ U5 w
any meeting of the shareholders of the Bank unless and until the first time at
& J, \$ h5 l' f) L4 Y) Ewhich the Board of Directors has not declared the whole dividend on the
6 i% E. F) {9 q: X# MPreferred Shares Series 19 in any quarter. In that event, subject as
3 s3 x$ X. \) khereinafter provided, the holders of Preferred Shares Series 19 will be
: z7 c7 n) b: w8 |. b7 sentitled to receive notice of, and to attend, meetings of shareholders at which
$ s, z7 [# n8 x! k" ddirectors of the Bank are to be elected and will be entitled to one vote for' X# y6 ^: u& P [( N5 i, o
each Preferred Share Series 19 held. The voting rights of the holders of the3 d# Q3 o2 S I% c5 [
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
1 U- ~3 B7 y( Q1 ^( d3 t2 }* _the first dividend on the Preferred Shares Series 19 to which the holders are
4 m6 P9 j5 G7 P8 Hentitled thereunder subsequent to the time such voting rights first arose until, S" B) W0 ~ Q
such time as the Bank may again fail to declare the whole dividend on the1 P. Y; S! [3 k9 g( K5 N# h* M
Preferred Shares Series 19 in respect of any quarter, in which event such$ V8 f9 Y8 a4 A D0 }# |4 {: @% V
voting rights will become effective again and so on from time to time.& J. S; k# a; i$ T
S-6
9 C: w T. I) ?% K- {# h; q+ r$ aPriority: The preferred shares of each series of the Bank will rank on a parity with
# ~8 c9 D* d# \every other series and are entitled to preference over the common shares of
. \; l, D( Z1 y# hthe Bank and over any other shares of the Bank ranking junior to the# t) i: {) k5 W" r
preferred shares with respect to the payment of dividends and upon any
4 c4 a- |9 F/ A4 z. Edistribution of assets in the event of the liquidation, dissolution or
7 [ r- e0 U0 |8 N* Xwinding-up of the Bank.* q( K4 M6 R8 @+ m4 R; o* f! U
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
. L! L' A3 n3 H6 K3 J" EDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares% t- M+ F3 b6 W
Series 18 and Preferred Shares Series 19 will not be required to pay tax on5 v+ I; e9 ]/ B
dividends received on such shares under Part IV.1 of such Act. |
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