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发表于 2008-11-29 16:58
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下面是BMO的:
5 `- G2 y+ H( y% USUMMARY OF THE OFFERING$ |+ `/ G$ o; [# D
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’’.
: O w0 h- A* K$ qIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18. h) }7 s7 W) B+ _& x6 t
Amount: $150,000,000 (6,000,000 shares)." }7 [$ C: V8 j/ k' [! E
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
x8 ?! W/ M+ Q9 A* b$ ]# o0 |* e4 SPrincipal Characteristics of the Preferred Shares Series 18/ t2 ^4 b. s) j# { G/ w
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
( S% L, j( c$ Knon-cumulative preferential cash dividends, as and when declared by the+ W% o* k/ Q# {5 h/ I5 Q/ o5 U' S
Board of Directors, subject to the provisions of the Bank Act, for the initial$ o9 M, M* s' s' z
period commencing on the closing date and ending on and including! k: N2 i: z; h' P F9 d
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the4 V. S5 n b6 t( F. _# W2 R5 s' R
25th day of February, May, August and November in each year, at a rate6 \. n1 z2 P- y: H: i% o' J$ |
equal to $0.40625 per share. The initial dividend, if declared, will be payable5 w% s* z% y& p
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
+ _1 o5 _ S( A1 g" y" }! T! t) {date of December 11, 2008.
9 d% h6 z7 J A( r# E' GFor each five-year period after the Initial Fixed Rate Period (each, a
: i9 A5 C2 ^5 H5 {5 K1 A5 d‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
# s8 @+ g, q o4 G# u! dSeries 18 will be entitled to receive fixed non-cumulative preferential cash
+ d# l# M* j( K2 W" K$ Fdividends, as and when declared by the Board of Directors, subject to the
, ^ x7 |* q5 H' O8 }provisions of the Bank Act, payable quarterly on the 25th day of February,3 k. k6 @0 _: k$ d1 m8 q0 |9 o
May, August and November in each year, in the amount per share per annum
3 P/ U5 M9 I' zdetermined by multiplying the Annual Fixed Dividend Rate applicable to$ y7 i' b4 |+ Y. H g
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
1 `+ `7 Z Y9 ^Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
/ O& @5 ]0 r% rBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
* ^( S. [9 T! t' M. l# m" b xof such Subsequent Fixed Rate Period and will be equal to the sum of the
: N8 h% ~6 n8 u# rGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
% B2 z% j: C& w6 L& Y# \plus 3.83%.
0 |& d3 c; `8 f% j: y. KIf the Board of Directors does not declare a dividend, or any part thereof, on
. `" ~+ z4 c% G$ A0 S. M; wthe Preferred Shares Series 18 on or before the dividend payment date for a
7 ]+ ~! z# y4 } a6 D8 |2 Jparticular quarter, then the entitlement of the holders of the Preferred
& m' o6 Q9 P( T: pShares Series 18 to receive such dividend, or to any part thereof, for such \( d5 ?; \: }; z
quarter will be forever extinguished.( N* |9 A- _; S/ E& h6 l, P
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the9 U" {' e) t: n5 u* o$ `; y3 V/ z, A
Superintendent and to the provisions described below under ‘‘Details of the
) r0 B( O0 b3 EOffering — Certain Provisions of the Preferred Shares Series 18 as a" y5 W0 n2 W+ h1 e
Series — Restrictions on Dividends and Retirement of Shares’’, on
# r# K1 a- @6 G: w) d5 S- R# jFebruary 25, 2014 and on February 25 every five years thereafter, on not
1 G" i8 `" K& x4 i/ J( Vmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
' v# L) q3 _ r+ lpart of the then outstanding Preferred Shares Series 18, at the Bank’s option' b" c' f& r/ Q2 f% N& q
without the consent of the holder, by the payment of an amount in cash for8 C6 ?. F" m6 O
each such share so redeemed of $25.00 together with all declared and unpaid9 z$ s- y0 K; y4 ~5 U; n
dividends to the date fixed for redemption.
* z# ]$ q1 M% t. K7 I; UConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic0 g9 b! m! M8 P7 y
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have# e1 d. _' K5 S* y
the right, at their option, to convert, on February 25, 2014 and on( X# t3 L3 ]! c9 i6 S. c
S-45 R+ G' J/ d# s' Q
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any1 _7 d( r+ `+ d2 x
or all of their Preferred Shares Series 18 into an equal number of Preferred3 S s$ f1 s8 ?+ x9 `" n. D4 q6 L
Shares Series 19 upon giving to the Bank notice thereof not earlier than1 r$ z# E6 N5 q S: X A
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day$ J) Q' J/ G# `9 U1 Y& u+ Z
preceding, a Series 18 Conversion Date.
0 \. \5 @# g2 I" L! x+ T$ j9 a* CAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
) y3 J& h' s9 {$ O1 W( hProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
: v1 s+ r( k) h7 O+ ?# ESeries 19, as the case may be, that there would be outstanding on such
5 `; J! b+ [0 Q; z# [ q+ tSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
7 n! b) Q- | ]0 V1 g4 }/ qsuch remaining number of Preferred Shares Series 18 will automatically be/ D- h! m: _( b
converted on such Series 18 Conversion Date into an equal number of5 D1 S1 r2 s/ c) h
Preferred Shares Series 19. Additionally, if the Bank determines that, after
1 C+ e; d7 `, }: R5 Aconversion, there would be outstanding on such Series 18 Conversion Date( y. P6 T3 f" Z& a+ ?+ B" z9 P
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares) Q, i/ Y# e5 X6 e4 Z+ Y# o
Series 18 will be converted into Preferred Shares Series 19.
% e9 ?2 G$ q; a* x+ fVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares# p/ d1 M$ V$ U, G( j* {8 T9 b! [
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
1 e% C( C, }# i, O- Uany meeting of the shareholders of the Bank unless and until the first time at% C2 {: a: I( e9 ?7 z0 {! h. d
which the Board of Directors has not declared the whole dividend on the2 o# M7 @( X' u! `
Preferred Shares Series 18 in any quarter. In that event, subject as4 X& C/ r3 e; R! B
hereinafter provided, the holders of Preferred Shares Series 18 will be
! V' z" S# _# H# E0 |& T( [entitled to receive notice of, and to attend, meetings of shareholders at which" d, k& U6 M, p
directors of the Bank are to be elected and will be entitled to one vote for
6 Z( V' S2 B, ?2 r) v# L- Aeach Preferred Share Series 18 held. The voting rights of the holders of the0 a' r7 z. u' I; s" _& ~
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of3 }4 o, ?- i4 B6 S
the first dividend on the Preferred Shares Series 18 to which the holders are4 i4 n3 m' U; r' S: h
entitled thereunder subsequent to the time such voting rights first arose until
- U. i2 ~% O+ O- Asuch time as the Bank may again fail to declare the whole dividend on the9 }" Z9 R% H) X' D" w
Preferred Shares Series 18 in respect of any quarter, in which event such
/ U; Q1 v2 L9 Svoting rights will become effective again and so on from time to time.
4 a0 b' J+ n0 xPrincipal Characteristics of the Preferred Shares Series 19
' w7 v& \8 l0 E+ n$ ~6 uDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
! e1 @6 Z# c0 c9 z5 G+ J6 _floating rate non-cumulative preferential cash dividends, as and when
0 X4 x9 L2 i9 T7 X6 ndeclared by the Board of Directors, subject to the provisions of the Bank Act,
* f, y% N& W2 j! \) Tpayable quarterly on the 25th day of February, May, August and November
& T0 G+ F7 K, k" Z9 B/ sin each year, in the amount per share determined by multiplying the" M& A8 z7 @. L1 Q! j
applicable Quarterly Floating Dividend Rate by $25.00.
( ?0 G! ~% v! G' L: s2 E3 L8 lOn the 30th day prior to the commencement of the initial quarterly dividend" n8 E& C* C/ m2 B; n* L
period beginning on February 25, 2014, and on the 30th day prior to the first6 g& k4 @3 E$ v5 P
day of each subsequent quarterly dividend period (the initial quarterly
: e, G, i+ n6 C- G8 c( gdividend period and each subsequent quarterly dividend period is referred to
' [, Y) Z6 {3 ~( j* j" x X6 d: Nas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the5 W1 ]* ~! f7 A/ p$ S' S9 d- ]5 h
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate: l. X* h0 v, v$ ], ~
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
% O! R+ I/ }' E3 i( g* T, f1 ]0 r" tT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
; \3 R. ~' _" Selapsed in the applicable Quarterly Floating Rate Period divided by 365)
% X, f4 G% M& }+ a' I; f7 O- E, ]determined on the 30th day prior to the first day of the applicable Quarterly, L2 c$ ]' h2 g0 z' R
Floating Rate Period.9 G. X6 C* g0 n% |
S-5
" J9 p1 l' e2 D- C5 w- Q/ LIf the Board of Directors does not declare a dividend, or any part thereof, on
# H W8 ]$ s/ y% i N l+ Z9 V9 X4 ythe Preferred Shares Series 19 on or before the dividend payment date for a
& k( Q- v; {5 V: E8 k- s( R; e1 Jparticular quarter, then the entitlement of the holders of the Preferred; Z6 m6 E( {6 p. ]0 x& g2 ~
Shares Series 19 to receive such dividend, or to any part thereof, for such( ]4 _# U4 [* ?. [# N& l- {
quarter will be forever extinguished.
- ~: @; j$ L3 j! w- pRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
* {7 W# o" D6 U6 t, zSuperintendent and to the provisions described below under the heading
" Q& v Y" }/ Q. }8 h3 F5 {‘‘Details of the Offering — Certain Provisions of the Preferred Shares
$ C1 C" `1 ~3 D) ySeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,- ^/ b4 c/ t+ |6 _7 l( J. y$ v
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
* r6 K! ?1 }; v5 K3 \3 eor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
9 b1 Z+ F5 F2 N5 I: Eoption without the consent of the holder, by the payment of an amount in$ @6 q/ }4 G2 w a. H9 l
cash for each such share so redeemed of (i) $25.00 together with all declared+ e3 v- z% t# e! Y& v. s& W
and unpaid dividends to the date fixed for redemption in the case of' y j q5 ?6 {& @8 N2 y
redemptions on February 25, 2019 and on February 25 every five years
6 N3 `* o; W2 s% o& _thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
: s( K' z1 y+ [0 _+ f6 Fthe date fixed for redemption in the case of redemptions on any other date" g/ M6 B9 Z3 v
on or after February 25, 2014.
( n4 h/ s A" m5 Z7 @7 w6 W7 [Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
! I# T" W# |" y LShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
/ X$ u. F2 [: D) d0 u* bthe right, at their option, to convert, on February 25, 2019 and on8 F [) W+ R8 d) P: ^: E
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
' G3 T+ B6 |2 [4 }* f, Q" Jor all of their Preferred Shares Series 19 into an equal number of Preferred
2 i1 J% c6 N2 PShares Series 18 upon giving to the Bank written notice thereof not earlier/ `+ p# @2 {2 V4 \4 p; ]
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the% V) _/ p9 x% A. }; k
15th day preceding, a Series 19 Conversion Date.# r% |- S* {9 M
Automatic Conversion If the Bank determines, after having taken into account all shares tendered! X: |8 e H" P
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares, \* j, F- c- F' r" q0 c
Series 18, as the case may be, that there would be outstanding on such) O f/ I- M) D- U4 ~7 h
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
! P4 J/ f. h4 Hsuch remaining number of Preferred Shares Series 19 will automatically be. s# |3 a4 A7 }: U+ a" x
converted on such Series 19 Conversion Date into an equal number of
# Z5 p k- {2 _/ f, jPreferred Shares Series 18. Additionally, if the Bank determines that, after
" |8 n; P: i) C. |4 ]8 Zconversion, there would be outstanding on such Series 19 Conversion Date
$ ~) o" S- c v0 d: p1 Eless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares: ?, b2 J, r6 f' E1 }2 D
Series 19 will be converted into Preferred Shares Series 18.' y" z; a7 _' B: |% t# b9 J
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares/ }; N# v) }/ m! U" H
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
6 }& L+ G; C& U- k- `% Uany meeting of the shareholders of the Bank unless and until the first time at5 f: Z' Z) `' U6 V! ]
which the Board of Directors has not declared the whole dividend on the. s& k7 G/ p6 Y, d, G% l
Preferred Shares Series 19 in any quarter. In that event, subject as1 R- f, T* h/ l6 z h
hereinafter provided, the holders of Preferred Shares Series 19 will be. z4 d" G1 g ]4 S' ~
entitled to receive notice of, and to attend, meetings of shareholders at which" g& g* B) R f1 j7 I* D6 `
directors of the Bank are to be elected and will be entitled to one vote for, K" T0 G: z2 K
each Preferred Share Series 19 held. The voting rights of the holders of the1 X# R7 Z1 z; \/ c6 w
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
; Z" S9 p3 S, O2 n2 rthe first dividend on the Preferred Shares Series 19 to which the holders are6 m6 I' T! s3 f# D8 e- H5 |' h" R
entitled thereunder subsequent to the time such voting rights first arose until
4 W% Y3 Z! `9 }5 A. e2 `+ @% Asuch time as the Bank may again fail to declare the whole dividend on the* d( P1 T# }: k* {( S1 Y) ?
Preferred Shares Series 19 in respect of any quarter, in which event such# d9 v9 D& m% c' M. g! y; D
voting rights will become effective again and so on from time to time.
2 o( e$ j! q2 K# c% O2 R3 \5 ]S-6
$ G# M1 B) A% H& A- }. kPriority: The preferred shares of each series of the Bank will rank on a parity with
3 a, U7 l/ ]$ _ N/ r3 Mevery other series and are entitled to preference over the common shares of
4 J$ ^4 B0 Q7 i4 p" r Wthe Bank and over any other shares of the Bank ranking junior to the) W; A6 g6 w: p1 ^
preferred shares with respect to the payment of dividends and upon any# U! N( h6 i7 v
distribution of assets in the event of the liquidation, dissolution or8 W. N2 B5 l' s6 d; V. |
winding-up of the Bank.- b5 L# R" I: ?1 ?/ O- [2 B" @& V$ ?
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
" O+ V, \4 S a3 V1 |Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares: B3 s8 O0 _2 i* O/ q
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
3 U/ `( n' T6 X% ~' q' o" o! v9 {; s9 }dividends received on such shares under Part IV.1 of such Act. |
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