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发表于 2008-11-29 16:58
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下面是BMO的:
2 L2 l" V$ u: [4 _, h* X$ ?SUMMARY OF THE OFFERING
' S9 G* R# E: j" U/ C" [ D8 t" VThis 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’’./ @0 y/ C5 G9 q. e+ w2 z* ^
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.& e8 K: g* g. L& ]: \
Amount: $150,000,000 (6,000,000 shares).
. j1 O5 T9 m7 o" z3 u- `Price and Yield: $25.00 per share to yield initially 6.50% per annum.
+ B# T6 H8 D$ CPrincipal Characteristics of the Preferred Shares Series 18
/ C3 c- h# I X! eDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
: n5 g G; l& S! Enon-cumulative preferential cash dividends, as and when declared by the; d9 f. w8 [' z5 ^2 P+ L
Board of Directors, subject to the provisions of the Bank Act, for the initial
3 w" S, l9 f# l) x! [9 ]period commencing on the closing date and ending on and including' p1 I$ T" C! q2 f
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
8 a7 Y+ H/ j/ @ ^: ~* H25th day of February, May, August and November in each year, at a rate
* G" \5 a, s3 T: a7 Jequal to $0.40625 per share. The initial dividend, if declared, will be payable- |, V# @+ _# p
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing8 v; r! `; `* p5 C6 {5 v+ i8 `
date of December 11, 2008.
* A V, w( A( F; NFor each five-year period after the Initial Fixed Rate Period (each, a
2 x x6 ]0 q# E9 Q$ G‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
) j) [& F& F T5 vSeries 18 will be entitled to receive fixed non-cumulative preferential cash
" l- ?5 \& r! Tdividends, as and when declared by the Board of Directors, subject to the
9 }/ Z: u, b9 B5 }5 P. B3 W1 I6 Uprovisions of the Bank Act, payable quarterly on the 25th day of February,8 S6 O5 f( D5 x8 S
May, August and November in each year, in the amount per share per annum
2 @" g3 S( E' Z) J! o; z* t4 bdetermined by multiplying the Annual Fixed Dividend Rate applicable to
$ P w$ Z' x. E8 Q8 y, E; isuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend* K9 l, D5 t' z F7 w
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
3 Q# }8 O1 F$ S5 Y9 k9 | B, qBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
" C0 T N$ Q3 q1 \( P% X0 a) sof such Subsequent Fixed Rate Period and will be equal to the sum of the
4 U/ }8 p# ], a+ S XGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
l! a1 y* R G- M& w7 y, h* eplus 3.83%.
; z9 E% B3 E- z R7 O+ p9 H7 kIf the Board of Directors does not declare a dividend, or any part thereof, on0 |5 e4 \5 v- f# s; p
the Preferred Shares Series 18 on or before the dividend payment date for a
* k2 B5 M0 x, ?$ Q, L# K$ ]9 ]+ A/ Nparticular quarter, then the entitlement of the holders of the Preferred: l7 e; d1 a& Q" r
Shares Series 18 to receive such dividend, or to any part thereof, for such
& T& b+ f9 ^; b6 y& ~quarter will be forever extinguished.
! i7 s+ m: c7 h8 y, s2 ARedemption: Subject to the provisions of the Bank Act and to the prior consent of the3 G3 v9 l9 Z& C9 Z
Superintendent and to the provisions described below under ‘‘Details of the1 A" o& [; s- {
Offering — Certain Provisions of the Preferred Shares Series 18 as a- o7 Y+ X: _7 }8 c6 b
Series — Restrictions on Dividends and Retirement of Shares’’, on
- ^. j. X# H) K) f6 x$ HFebruary 25, 2014 and on February 25 every five years thereafter, on not j& `4 g: m7 s- [& F
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any, S% U) ^6 w+ v/ X" r+ }
part of the then outstanding Preferred Shares Series 18, at the Bank’s option( z- I$ \3 U) S; ?( G7 R
without the consent of the holder, by the payment of an amount in cash for: Q& C! G4 v, C! q u' |
each such share so redeemed of $25.00 together with all declared and unpaid" ]/ y3 q! x1 r: X! j4 C, ?& p/ G
dividends to the date fixed for redemption.
% ^3 q) u* s; i( c% _7 PConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
- Z2 _6 {1 X A6 J+ i ~6 KShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have! {' e$ v5 W7 k7 W
the right, at their option, to convert, on February 25, 2014 and on' `* q0 F* N* X! a
S-43 v }# N M3 ?4 X" P6 ^) d
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
$ k* s$ ?+ L" |2 ]/ }' X5 K. {& @* C3 \9 Kor all of their Preferred Shares Series 18 into an equal number of Preferred
! [. {5 @% X& N t+ P# x, nShares Series 19 upon giving to the Bank notice thereof not earlier than$ Y+ R- v! Y, A/ i" F
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
; B- Z$ P8 z6 x2 K# e- u1 ?! _preceding, a Series 18 Conversion Date.
1 S6 F2 R2 P' L/ w; D% [/ ^5 gAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
4 t# ?- v2 @6 v0 F3 o6 tProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
5 Q3 l# o G! v) WSeries 19, as the case may be, that there would be outstanding on such. h- q; I1 {: s' F. n' K; ^
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,& \8 @; s2 V0 |/ M+ I- M8 V2 [4 B
such remaining number of Preferred Shares Series 18 will automatically be
0 ?" g0 a( A( `) mconverted on such Series 18 Conversion Date into an equal number of
9 \4 C' I7 ]1 Y. X: s' pPreferred Shares Series 19. Additionally, if the Bank determines that, after) Y; |* ?) @" g6 ^& Y6 `: |2 Y: d
conversion, there would be outstanding on such Series 18 Conversion Date1 }" Q( `, ?0 d& X2 m
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares* `) u0 W2 _ K: V5 A- G& D0 Y. s
Series 18 will be converted into Preferred Shares Series 19.4 `6 H8 K$ R- E2 s7 {' M
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
: x7 p& u u/ k- I0 N RSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
) ^- t* C$ Q: S& c' J; Bany meeting of the shareholders of the Bank unless and until the first time at
/ X8 X5 p3 a# {& e" twhich the Board of Directors has not declared the whole dividend on the
/ r4 v, g* m% r. g5 I3 _Preferred Shares Series 18 in any quarter. In that event, subject as. q, q1 @* A" S
hereinafter provided, the holders of Preferred Shares Series 18 will be* p% \) x0 W' C
entitled to receive notice of, and to attend, meetings of shareholders at which" {$ b2 b5 M! Q% S& K) }
directors of the Bank are to be elected and will be entitled to one vote for
9 J4 q6 J# s3 Q# `0 i3 }$ |4 v1 ueach Preferred Share Series 18 held. The voting rights of the holders of the+ Q8 O {- F0 ?9 }. [/ f/ L
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
7 d& {7 M; f$ v8 J' j- Nthe first dividend on the Preferred Shares Series 18 to which the holders are$ p4 O9 S' I$ d; z1 [5 ]
entitled thereunder subsequent to the time such voting rights first arose until% T+ u+ I9 b7 p5 ~
such time as the Bank may again fail to declare the whole dividend on the
) B2 m$ x5 U8 }6 h/ N L; FPreferred Shares Series 18 in respect of any quarter, in which event such0 m7 \; Q) r( m n! p. R
voting rights will become effective again and so on from time to time.5 a5 [& v( G3 K5 o3 P
Principal Characteristics of the Preferred Shares Series 19
2 x1 r4 ~ E: a1 M0 lDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
0 g- r! L% w4 N! Ofloating rate non-cumulative preferential cash dividends, as and when0 y- b7 A3 }" o
declared by the Board of Directors, subject to the provisions of the Bank Act,
- w6 \ i- Z& Y, F/ z m+ bpayable quarterly on the 25th day of February, May, August and November) o6 i9 T d8 T: G1 i, y
in each year, in the amount per share determined by multiplying the
4 I; _# s) c6 W ^! Q( \applicable Quarterly Floating Dividend Rate by $25.00.% ]5 v8 {7 F( T1 C3 a
On the 30th day prior to the commencement of the initial quarterly dividend
( c0 p: s( ?8 ] Z* _& zperiod beginning on February 25, 2014, and on the 30th day prior to the first2 _9 Q7 q0 Q2 T/ t+ G( ~
day of each subsequent quarterly dividend period (the initial quarterly+ O5 y9 o# q/ c9 z
dividend period and each subsequent quarterly dividend period is referred to8 V- _* W# z8 ^# e& u; d
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the/ V; r: G$ c% M8 U& C8 T
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate, p3 b2 T. |; {9 w* W
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the# e0 m, {3 b" l' _
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
. s- ^( @4 q% Y) F# g2 Oelapsed in the applicable Quarterly Floating Rate Period divided by 365)
' v. n; Q( G3 ^- {8 i, L( vdetermined on the 30th day prior to the first day of the applicable Quarterly5 V$ Y7 y9 G5 J: x
Floating Rate Period.
, ]4 O+ U, {* vS-5; W/ I8 J6 @9 f+ t. }% a" g
If the Board of Directors does not declare a dividend, or any part thereof, on' P' D1 q% _ c9 H# A" N
the Preferred Shares Series 19 on or before the dividend payment date for a
3 E" z$ {8 H- n v7 dparticular quarter, then the entitlement of the holders of the Preferred
5 |9 H' ?2 D- K! nShares Series 19 to receive such dividend, or to any part thereof, for such# x$ P+ W/ h% c1 j+ Y0 H3 c
quarter will be forever extinguished.
( m5 f% s' s/ _, pRedemption: Subject to the provisions of the Bank Act and to the prior consent of the1 M1 O4 i9 G4 M: X+ x6 b
Superintendent and to the provisions described below under the heading" i# q$ s# r2 B+ V. Y
‘‘Details of the Offering — Certain Provisions of the Preferred Shares- A0 H9 T A/ D/ c9 {
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,# j0 B8 x+ A' q3 K) d: A( c7 |
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all4 Z' J5 }+ [& J. H
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s2 f4 U1 T" x( O v
option without the consent of the holder, by the payment of an amount in
/ O$ @% M. c" m! }6 _+ c6 Q5 G9 Y1 Vcash for each such share so redeemed of (i) $25.00 together with all declared
* ~, W* ?5 V' N# F N- iand unpaid dividends to the date fixed for redemption in the case of
, Y+ Y3 v3 N0 ] j3 q Hredemptions on February 25, 2019 and on February 25 every five years! L" Z8 ~. _# d7 D) C! O- l
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
- l9 q9 z O) j/ Tthe date fixed for redemption in the case of redemptions on any other date; N' m3 c& E) `$ w% G) s9 c" L6 g
on or after February 25, 2014.
' e/ d* c( r& f! N' [, ^2 p( U5 EConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
! W* l# ]$ v" j8 vShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
! w( o3 ~) I/ X% b' ~- [the right, at their option, to convert, on February 25, 2019 and on* q1 ^3 q+ ^5 V6 u$ J. M9 R
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any" j: e0 U; p3 g4 o/ k/ v6 J
or all of their Preferred Shares Series 19 into an equal number of Preferred' r$ q+ [- K' I- r1 B
Shares Series 18 upon giving to the Bank written notice thereof not earlier9 G3 J1 T0 d) y' D2 Z& S8 b' E
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the4 Y% Q1 a, R3 Z) Y R( g
15th day preceding, a Series 19 Conversion Date.6 a2 x' A+ d; Y. ?
Automatic Conversion If the Bank determines, after having taken into account all shares tendered' m6 q. q/ |# J
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
, o2 r0 X. [2 B( V' D! w, R, e# jSeries 18, as the case may be, that there would be outstanding on such
; t" `+ ^" A# [: ]9 _) h* o6 ^Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,4 m) ^$ |6 f6 ]( h, G6 p
such remaining number of Preferred Shares Series 19 will automatically be K/ j1 k1 p. U/ ~
converted on such Series 19 Conversion Date into an equal number of+ N1 e/ Y& {) l4 H# l
Preferred Shares Series 18. Additionally, if the Bank determines that, after0 n; u: h3 C4 |0 y0 F: ?
conversion, there would be outstanding on such Series 19 Conversion Date3 e$ o8 d' f4 f
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
) @( ~. D+ w4 D# a2 D6 U& w( ?$ LSeries 19 will be converted into Preferred Shares Series 18.; ^) \( K, e4 n s5 Z
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares( X9 F w) U+ E. u5 K a. w/ l& a. @
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
- g$ U" V8 k3 ~/ ?0 many meeting of the shareholders of the Bank unless and until the first time at
- s9 @- @2 W, o( kwhich the Board of Directors has not declared the whole dividend on the
& a' H I1 w7 G& G& p" `6 zPreferred Shares Series 19 in any quarter. In that event, subject as) e% i0 b0 t- l* m" d4 d
hereinafter provided, the holders of Preferred Shares Series 19 will be% }: j/ @6 c5 v# M, m5 E+ l# r( T
entitled to receive notice of, and to attend, meetings of shareholders at which
- A! s' g" P+ ^3 j9 _directors of the Bank are to be elected and will be entitled to one vote for
0 ]2 ?$ y3 T1 B0 keach Preferred Share Series 19 held. The voting rights of the holders of the! ?! n; u: E7 ~: d
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
$ M' b4 U% G! u+ ]the first dividend on the Preferred Shares Series 19 to which the holders are: E8 \& W- ?) S j
entitled thereunder subsequent to the time such voting rights first arose until
+ ~& Y# \. V. R) |4 @1 i# Xsuch time as the Bank may again fail to declare the whole dividend on the8 Z7 a6 y$ r3 {! U4 h
Preferred Shares Series 19 in respect of any quarter, in which event such* i8 {3 k3 d* A' B. b
voting rights will become effective again and so on from time to time.
9 {' R9 F" n2 u$ F: wS-6
' a+ Z4 h7 e+ `" \, hPriority: The preferred shares of each series of the Bank will rank on a parity with7 J) U. f8 K7 Y7 q: A& H9 x/ K' z
every other series and are entitled to preference over the common shares of' l# G+ z5 C4 D$ z2 t" f6 o
the Bank and over any other shares of the Bank ranking junior to the
: S7 c& g( l% ]+ \, Dpreferred shares with respect to the payment of dividends and upon any. K+ ~2 ]' q. y/ o1 @
distribution of assets in the event of the liquidation, dissolution or0 F0 N8 C+ R Y0 H- j6 m; |
winding-up of the Bank.6 A# B8 ^2 I' g- S+ e
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
1 R. _) \& m! u, R8 ^Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
& o3 [* H! k' B) H" \( JSeries 18 and Preferred Shares Series 19 will not be required to pay tax on2 J7 U6 w8 x! Q# A: A
dividends received on such shares under Part IV.1 of such Act. |
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