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发表于 2008-11-29 16:58
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下面是BMO的:
( J1 V! P' {; E; {6 I* dSUMMARY OF THE OFFERING1 _9 @ `* ~! T
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’’.7 L* w; V: ? Z% d# T N1 }3 _. [
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.$ @8 c$ A2 Q+ I* w% Y
Amount: $150,000,000 (6,000,000 shares).: l+ r- G" }" a+ j% K3 m
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
; F' X: x( J# o9 UPrincipal Characteristics of the Preferred Shares Series 186 ?) n5 `- W: [; ~5 m" U3 Q4 C
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
) X L- ?3 Y9 X! u- T8 unon-cumulative preferential cash dividends, as and when declared by the, _3 v4 `6 A: ~8 V: x% S
Board of Directors, subject to the provisions of the Bank Act, for the initial" d0 C: a6 K2 X# n) [6 [5 a
period commencing on the closing date and ending on and including6 n6 { Y N- Q# k% f! m8 V
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
% l' h. A5 ]% \2 H6 |2 e( A25th day of February, May, August and November in each year, at a rate! {4 j$ O3 o/ ?9 i! Y4 l
equal to $0.40625 per share. The initial dividend, if declared, will be payable
" l K' s; ^/ `; KMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
! Z* n0 H' _- ~7 V5 _4 edate of December 11, 2008.$ C; |0 W( O, S4 G: _7 D3 c
For each five-year period after the Initial Fixed Rate Period (each, a3 j* S0 `: s3 H! j+ K9 y3 b& x* r$ f% F
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares$ N! G, T. a |9 d& r$ b
Series 18 will be entitled to receive fixed non-cumulative preferential cash
0 x$ t* ^. U: j3 ^8 N8 [dividends, as and when declared by the Board of Directors, subject to the
* B5 I; B5 b; Z9 Vprovisions of the Bank Act, payable quarterly on the 25th day of February,
$ F& {4 d9 U2 j6 j) H& e* }May, August and November in each year, in the amount per share per annum9 j: |% o. L& u. d4 c# S
determined by multiplying the Annual Fixed Dividend Rate applicable to
) W8 M9 d. Q Q0 m/ e2 ^such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
* {* S! E0 W2 B- q1 A6 {+ j2 XRate for the ensuing Subsequent Fixed Rate Period will be determined by the# v b! F. P4 E1 Y- P, C
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
1 a' Q9 q5 e, a: M& vof such Subsequent Fixed Rate Period and will be equal to the sum of the% b, X6 C* c' O t
Government of Canada Yield on the applicable Fixed Rate Calculation Date6 \7 D! W6 B' }* J
plus 3.83%.% R' Q Y$ F# @, N' W* o
If the Board of Directors does not declare a dividend, or any part thereof, on% ^9 C) G7 {: j& q; y
the Preferred Shares Series 18 on or before the dividend payment date for a) m! t7 }5 T; n* l. _
particular quarter, then the entitlement of the holders of the Preferred
$ w5 K4 w) z% ]% cShares Series 18 to receive such dividend, or to any part thereof, for such
+ i" G4 o# w/ c! Z/ ^0 l) qquarter will be forever extinguished.4 s4 D6 w# r% F. W2 {3 Y
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the! y2 `0 j1 K C3 o+ E
Superintendent and to the provisions described below under ‘‘Details of the
% H& L/ w9 I! H) iOffering — Certain Provisions of the Preferred Shares Series 18 as a
& r8 x, R$ V0 VSeries — Restrictions on Dividends and Retirement of Shares’’, on
0 H) P# {9 _& }7 t, u. VFebruary 25, 2014 and on February 25 every five years thereafter, on not$ N( [. m2 u. U6 t3 P b
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any* Y- ^7 _4 l- J4 N
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
7 j! G) c# h" Zwithout the consent of the holder, by the payment of an amount in cash for
) }" ?$ j7 E' Z* s" B' J& g- seach such share so redeemed of $25.00 together with all declared and unpaid
" K0 r* h n1 z4 R& M- Gdividends to the date fixed for redemption.
! ?8 W0 x+ g9 ^3 Z2 `Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic# I: ]5 p1 E& `
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have1 d; _2 m% p2 a4 V1 x
the right, at their option, to convert, on February 25, 2014 and on
7 n, u/ ]8 ^! nS-49 a* u$ N: G( V" \2 \( J# Y
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
9 d$ F5 S& g2 Gor all of their Preferred Shares Series 18 into an equal number of Preferred! w( J8 f2 }6 ]7 `2 q+ O1 w- @
Shares Series 19 upon giving to the Bank notice thereof not earlier than
, M: Q/ m, i/ |2 j6 V8 W* K30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
. T* T+ E1 `5 I2 D1 Wpreceding, a Series 18 Conversion Date.! e. v* c3 y& Q
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
6 E7 P- W. r$ K9 jProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares! Z" Z0 r% I }5 a
Series 19, as the case may be, that there would be outstanding on such
- d. p# L- U4 I: d( ESeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,5 w% x1 |" @' ^
such remaining number of Preferred Shares Series 18 will automatically be
4 j! v4 | I' ~+ ?# F0 r) h/ gconverted on such Series 18 Conversion Date into an equal number of
2 u N3 e$ K" H- I& J8 {; ^ APreferred Shares Series 19. Additionally, if the Bank determines that, after
. M' i$ D4 c1 U( F, y& Tconversion, there would be outstanding on such Series 18 Conversion Date
4 J, B! W0 k0 M4 L' dless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
; D+ J q/ H; c9 ^" Y3 {) ESeries 18 will be converted into Preferred Shares Series 19.3 Y5 R8 D6 I) K$ m Y0 D. k5 Y9 |9 n: }
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
2 X r( r$ r7 S1 u( nSeries 18 will not be entitled as such to receive notice of, attend, or vote at,3 Q. Q( r& J/ K( m2 W( d2 W
any meeting of the shareholders of the Bank unless and until the first time at+ ~* Z1 r6 Z4 l; s
which the Board of Directors has not declared the whole dividend on the5 H% g5 J! u& |4 M) D" G9 a8 u) ^
Preferred Shares Series 18 in any quarter. In that event, subject as& a, o! p, M; d& ^9 W/ h- ?& `
hereinafter provided, the holders of Preferred Shares Series 18 will be, W1 W; E" X j2 _0 e7 s/ ^ g* m
entitled to receive notice of, and to attend, meetings of shareholders at which( [+ ~! k' J. Z* P$ z) |/ |3 w p, N; f
directors of the Bank are to be elected and will be entitled to one vote for
; U: W; r6 @2 E! feach Preferred Share Series 18 held. The voting rights of the holders of the( u+ F' P0 [& M& W4 g( Z8 p8 X
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
4 v; l9 _2 w2 I6 [! F s4 c/ ^the first dividend on the Preferred Shares Series 18 to which the holders are
6 O1 K( P! C/ p! m/ D* l3 Fentitled thereunder subsequent to the time such voting rights first arose until5 K. ~& s: Z7 K: [# g8 g7 C
such time as the Bank may again fail to declare the whole dividend on the4 c. k$ N6 x5 G! l
Preferred Shares Series 18 in respect of any quarter, in which event such9 p/ ~ R0 q, w2 X0 G
voting rights will become effective again and so on from time to time.* [! f6 J% n6 B3 ?' N
Principal Characteristics of the Preferred Shares Series 19
# E8 y$ z5 W: \+ z8 sDividends: The holders of the Preferred Shares Series 19 will be entitled to receive/ p, B7 M. r+ ], M7 M
floating rate non-cumulative preferential cash dividends, as and when# l5 r) v5 {8 s8 P2 F! B
declared by the Board of Directors, subject to the provisions of the Bank Act,* ]8 \5 R9 D' \1 N
payable quarterly on the 25th day of February, May, August and November
* d& b/ w1 J7 j. S; bin each year, in the amount per share determined by multiplying the
* ?8 N9 @9 U) B3 L7 d7 ]applicable Quarterly Floating Dividend Rate by $25.00.
, ], N6 I" n. \! d9 aOn the 30th day prior to the commencement of the initial quarterly dividend5 n3 x+ ]+ T! C+ L2 \, z; P( y/ b
period beginning on February 25, 2014, and on the 30th day prior to the first* D$ p8 M1 B1 ]& O4 X+ E$ _
day of each subsequent quarterly dividend period (the initial quarterly5 Y$ I; U* H9 n6 G6 _ }! f* l
dividend period and each subsequent quarterly dividend period is referred to
% N/ g+ D$ `) Z! L' b: l) S+ ^6 Was a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
- v) o* h5 A8 X8 r% B1 |' x7 N; T! [Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate* S. a1 K6 R: Z8 z
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the# c7 p! n# w6 Q* L
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
5 Y4 k* A/ N& v% v' relapsed in the applicable Quarterly Floating Rate Period divided by 365)
$ e- ^3 I; j) E* g0 A" zdetermined on the 30th day prior to the first day of the applicable Quarterly
9 h" |; h$ K+ B$ KFloating Rate Period.% \ Q |3 R1 T
S-5% _) g: ]4 e0 x
If the Board of Directors does not declare a dividend, or any part thereof, on
8 k# w0 J2 b1 mthe Preferred Shares Series 19 on or before the dividend payment date for a$ K, @3 J. R" b( m% P( h2 m V/ Q
particular quarter, then the entitlement of the holders of the Preferred6 `# N( G; U; T! ~% [5 Q: b8 Q
Shares Series 19 to receive such dividend, or to any part thereof, for such
; r7 T% A- W2 B/ }quarter will be forever extinguished.% j3 m0 \9 X" e2 i* [4 k9 n
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the7 ^; F% q/ U% v+ f- ^( x% o) u1 Z
Superintendent and to the provisions described below under the heading
" s+ z U0 V( M# e$ ?6 s‘‘Details of the Offering — Certain Provisions of the Preferred Shares h3 w, S& I) G8 r
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,9 @, [7 y! N0 t, ]3 r+ I
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
9 \+ K. l$ s3 ]$ P5 w) ~or any part of the then outstanding Preferred Shares Series 19, at the Bank’s; z4 ?9 F: S8 ?2 H
option without the consent of the holder, by the payment of an amount in9 K- e) ?9 `- B) f3 ^$ r
cash for each such share so redeemed of (i) $25.00 together with all declared D) A( i# L7 d+ N4 }% M, O% O" U' ~
and unpaid dividends to the date fixed for redemption in the case of
( p! L! N/ f8 i8 R" a Qredemptions on February 25, 2019 and on February 25 every five years/ D) i) e8 x# i* Y% e
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
( \% |: ^+ f2 M# Rthe date fixed for redemption in the case of redemptions on any other date7 r3 Q; e, T* g8 R/ Y$ @0 U
on or after February 25, 2014.
0 U. m/ p# u% k" g2 z3 ?Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
& Y2 P5 g1 a2 P U& z& `4 ?9 mShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
# v7 G% k' K9 r" ]) o8 t# y/ cthe right, at their option, to convert, on February 25, 2019 and on
, V% ]7 }' }! s+ J* ^February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
5 j1 F. k) A% X3 ~! m, Y2 \# |or all of their Preferred Shares Series 19 into an equal number of Preferred
# c" P% ~. g2 V$ H6 ^) {Shares Series 18 upon giving to the Bank written notice thereof not earlier
2 M- F, ]. ]" c; k! Y' J& p4 G6 lthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the/ o" {) V; `3 g" w
15th day preceding, a Series 19 Conversion Date.8 H$ I& B# ~ C4 ~' i/ O# N
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
. x2 [7 Q0 U* o, Y, C, ]Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares8 a% j+ N* D5 l a8 I0 ]5 S/ K
Series 18, as the case may be, that there would be outstanding on such3 _' L6 x( j5 _9 H; g
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,( O- ]# g/ L: N' k
such remaining number of Preferred Shares Series 19 will automatically be; R" ]# \9 k/ f; d& c. n* @& G
converted on such Series 19 Conversion Date into an equal number of3 v# m6 c8 U1 k3 g o6 r% k
Preferred Shares Series 18. Additionally, if the Bank determines that, after" X. u/ ]2 K# p: Y8 Y" y4 J4 j2 A
conversion, there would be outstanding on such Series 19 Conversion Date6 f8 ?: S/ B4 F$ Q6 V/ p2 U
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares3 D. C( r- M/ \. G0 G
Series 19 will be converted into Preferred Shares Series 18.5 o0 t1 K! B* I; @; S
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares) s0 q m6 j R$ \$ W6 U6 k: {
Series 19 will not be entitled as such to receive notice of, attend, or vote at,$ N x" ?8 P, p6 A; [- C
any meeting of the shareholders of the Bank unless and until the first time at& f) D3 |, M% i0 y" f- N& x; o: F! x0 O- ^
which the Board of Directors has not declared the whole dividend on the
7 L7 c( o; M- V" c& m1 NPreferred Shares Series 19 in any quarter. In that event, subject as
' i* c% c4 u# A+ s% O6 G2 |5 w$ ehereinafter provided, the holders of Preferred Shares Series 19 will be
6 F% h5 ^3 @. R4 O% S) ~- Tentitled to receive notice of, and to attend, meetings of shareholders at which4 I. W0 q. e; P
directors of the Bank are to be elected and will be entitled to one vote for
% m/ \% Y* Y+ w. ^# s! @each Preferred Share Series 19 held. The voting rights of the holders of the2 b( G) G4 Q6 g: H' d: ?
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of" x. ]0 ^7 l- ?2 h. Y
the first dividend on the Preferred Shares Series 19 to which the holders are1 x' c7 e# U# v- }. i) X
entitled thereunder subsequent to the time such voting rights first arose until+ q" T0 |3 b# ^/ _! E& q3 j. c) q
such time as the Bank may again fail to declare the whole dividend on the: ]2 d. y+ C: Y9 w2 [8 ?* v
Preferred Shares Series 19 in respect of any quarter, in which event such3 W# ]6 {" o2 a, w8 p% g
voting rights will become effective again and so on from time to time.
0 t$ N1 R' F9 U$ ]5 uS-6
" U4 B& u6 g, y4 _, k; y5 ePriority: The preferred shares of each series of the Bank will rank on a parity with
0 G* E/ V0 N6 L% Z8 N+ z' ievery other series and are entitled to preference over the common shares of5 W8 b4 J3 C( U3 w0 i" y
the Bank and over any other shares of the Bank ranking junior to the
% d* a; V7 l p! b2 x: n8 M' Qpreferred shares with respect to the payment of dividends and upon any: w& }6 ?: {1 F4 e1 b; v
distribution of assets in the event of the liquidation, dissolution or
& y I% M! t0 zwinding-up of the Bank.3 l) t4 P! u2 H
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under9 D$ _& r) u* W+ E
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
) v! C4 o* ~3 ?1 rSeries 18 and Preferred Shares Series 19 will not be required to pay tax on* b8 }- s! z4 S n* C" J: z
dividends received on such shares under Part IV.1 of such Act. |
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