 鲜花( 26)  鸡蛋( 0)
|

楼主 |
发表于 2008-11-29 16:58
|
显示全部楼层
下面是BMO的:- Z' o- R* L! D4 A. \
SUMMARY OF THE OFFERING6 b/ s, e* i' M/ F( y
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’’.
: K4 Y: _; I' O' a0 PIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.+ G! d- S, t! S. ^% b; r# g
Amount: $150,000,000 (6,000,000 shares).
V8 N5 M: ~: q' OPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
; ~( d0 x. z' @; Q+ \! xPrincipal Characteristics of the Preferred Shares Series 18$ f9 J. ~. C! t; x) L# F
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed$ E) ~- V' v' I% R, J: I5 C0 \
non-cumulative preferential cash dividends, as and when declared by the5 n) A' J* R/ ~" ?! \6 R
Board of Directors, subject to the provisions of the Bank Act, for the initial
0 d: T% D0 `5 V. B. d N" g# c/ ?period commencing on the closing date and ending on and including9 X; E; ]* Z/ G7 O* ?! N6 F
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
& H9 J" m) k) v3 G! b6 J) }8 Z& z; y5 a25th day of February, May, August and November in each year, at a rate' Y9 J6 B ?0 |. Q7 d# ^1 w
equal to $0.40625 per share. The initial dividend, if declared, will be payable" F/ _( L9 e, c; _. Q3 s
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
! W! M) C3 E, F9 e% l) hdate of December 11, 2008.: t, T8 v; a# r0 m+ i
For each five-year period after the Initial Fixed Rate Period (each, a
$ s0 q# L& O- R‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares8 w3 l& d4 y: }/ }3 d
Series 18 will be entitled to receive fixed non-cumulative preferential cash2 G- d4 K) H+ Q# g u" Q
dividends, as and when declared by the Board of Directors, subject to the
A6 d M5 X5 T) K: O+ Qprovisions of the Bank Act, payable quarterly on the 25th day of February,& C2 f3 m) r0 t. q2 i1 e& D+ d
May, August and November in each year, in the amount per share per annum7 @4 S" a9 T7 D5 F: N; V* f
determined by multiplying the Annual Fixed Dividend Rate applicable to
4 G1 J1 g2 r9 T* c. x2 U ]; k1 O0 j" ?such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
+ ~0 ^5 M1 R3 a0 ~+ ^. e5 PRate for the ensuing Subsequent Fixed Rate Period will be determined by the C; f" T& K, _7 o+ _2 m" E
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day7 W6 @$ F5 ~) |0 h
of such Subsequent Fixed Rate Period and will be equal to the sum of the* ]# K" g6 l/ C- N6 S* E" }
Government of Canada Yield on the applicable Fixed Rate Calculation Date
# i% T! e; g5 R' _0 {! K6 bplus 3.83%.; d4 _& S$ T4 n. X6 B1 ]8 S) H
If the Board of Directors does not declare a dividend, or any part thereof, on
/ K# O4 F. e1 athe Preferred Shares Series 18 on or before the dividend payment date for a
; w9 H4 h# h: T) |: Y( M# l% Yparticular quarter, then the entitlement of the holders of the Preferred
" m) c! z% ^& N8 G$ pShares Series 18 to receive such dividend, or to any part thereof, for such
* j: R2 e, x+ v2 x3 [quarter will be forever extinguished.7 y6 a/ u) m c% k/ z& o$ \! v
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the6 T' b7 p0 ?% C3 X5 w& \, b
Superintendent and to the provisions described below under ‘‘Details of the% a; G- g7 L- u- z+ [6 q! ~* l3 B
Offering — Certain Provisions of the Preferred Shares Series 18 as a
1 P, C: U n8 H6 o* JSeries — Restrictions on Dividends and Retirement of Shares’’, on
$ \3 k4 u7 `' W: f) gFebruary 25, 2014 and on February 25 every five years thereafter, on not
' V8 | j& }/ jmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
% P+ ^5 X5 Z4 @9 `) G9 `) s3 cpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
% v( N9 I' s( E$ b! | Nwithout the consent of the holder, by the payment of an amount in cash for
" e8 s% \$ _, l' c7 S" Aeach such share so redeemed of $25.00 together with all declared and unpaid
9 A. C3 n7 K, r: X5 Z+ Hdividends to the date fixed for redemption.
8 y5 M y; g/ m; o$ TConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic4 D+ b" a( s* c4 l' J; g" o
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have" }. j4 }' M, N+ A1 r0 I
the right, at their option, to convert, on February 25, 2014 and on8 p' _; A% {. S% I/ v) @/ ?+ l
S-4* E( {9 N0 Z, ?- _2 Y; H
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any4 b1 F1 U9 h: Y7 Y
or all of their Preferred Shares Series 18 into an equal number of Preferred1 b' |) l' x5 C. t6 O* R
Shares Series 19 upon giving to the Bank notice thereof not earlier than& r8 T( c5 B1 I/ v
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
+ j) |) r- ]( |2 |4 b0 \! c5 epreceding, a Series 18 Conversion Date.$ d' N5 [& l1 a( b( t
Automatic Conversion If the Bank determines, after having taken into account all shares tendered$ M% b c% q r" n
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
E0 \8 k, j& KSeries 19, as the case may be, that there would be outstanding on such
Z" a5 k0 K0 c4 USeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
9 u% v s$ y8 t% s6 E0 vsuch remaining number of Preferred Shares Series 18 will automatically be
: j- j. I! M! S5 [converted on such Series 18 Conversion Date into an equal number of3 ]+ H* k: a1 E: y! s
Preferred Shares Series 19. Additionally, if the Bank determines that, after
3 e- T8 g! J% h1 r$ z! Zconversion, there would be outstanding on such Series 18 Conversion Date! s/ E# C" m8 ?! u7 ^
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
# |/ o1 O. u) G& H6 sSeries 18 will be converted into Preferred Shares Series 19.
" K5 R3 T% h; _8 t, H6 l0 qVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
h& O0 t- @$ r, q2 N* e$ pSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
( J9 i) l) m/ V) Wany meeting of the shareholders of the Bank unless and until the first time at
7 s' K( b" @$ bwhich the Board of Directors has not declared the whole dividend on the& i2 P6 h1 r K( s- T. C/ z3 {
Preferred Shares Series 18 in any quarter. In that event, subject as
" j7 n" q4 a7 Shereinafter provided, the holders of Preferred Shares Series 18 will be
% k& {/ v0 s& Eentitled to receive notice of, and to attend, meetings of shareholders at which- F( U5 S! D* d
directors of the Bank are to be elected and will be entitled to one vote for0 p3 g, x5 i) h% [. j1 N# e7 d
each Preferred Share Series 18 held. The voting rights of the holders of the1 B! g1 P. k0 K+ R: H) p
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
0 f1 d, k3 B- i) s3 ~* d, Rthe first dividend on the Preferred Shares Series 18 to which the holders are% F1 G+ S2 w( Q+ ~
entitled thereunder subsequent to the time such voting rights first arose until: {/ s; B$ ~; S% Z- Z: z9 h
such time as the Bank may again fail to declare the whole dividend on the ~, m7 Y" [( S \
Preferred Shares Series 18 in respect of any quarter, in which event such
9 t4 b" k( |1 yvoting rights will become effective again and so on from time to time.
! s4 [% I' Q! }# }" L7 z" wPrincipal Characteristics of the Preferred Shares Series 190 g3 j, G7 a) R
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
9 I# N" G8 b, r, _5 gfloating rate non-cumulative preferential cash dividends, as and when" P! F: J! R$ a, D
declared by the Board of Directors, subject to the provisions of the Bank Act,
5 u& u; ]7 v, Kpayable quarterly on the 25th day of February, May, August and November
+ u, H6 V+ H8 G1 i! Win each year, in the amount per share determined by multiplying the: j1 V" s* v2 z/ Q1 u+ b/ t- N
applicable Quarterly Floating Dividend Rate by $25.00.
6 Z; v; I( S1 i$ `On the 30th day prior to the commencement of the initial quarterly dividend
: }, k! r* P; R. f7 qperiod beginning on February 25, 2014, and on the 30th day prior to the first9 R* J2 m/ j, a; x8 ~
day of each subsequent quarterly dividend period (the initial quarterly
2 {- D1 ?, D/ h H- X$ Vdividend period and each subsequent quarterly dividend period is referred to
; f$ P, w( L! l: Ias a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the" f9 P) W0 j4 y$ u
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate# b1 u( X; W$ v) g% }
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the" ^1 J7 m8 V7 t" M0 ~
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
- Y' S D- F" y/ \, F$ N( ]: Celapsed in the applicable Quarterly Floating Rate Period divided by 365)
6 f: I# [9 H+ D% z3 W# U+ z) zdetermined on the 30th day prior to the first day of the applicable Quarterly! z+ c0 E! p1 B( D
Floating Rate Period.5 |/ q6 e \' ^* P; s7 M
S-5# A F6 A8 {; J! ?
If the Board of Directors does not declare a dividend, or any part thereof, on4 y$ r% O4 P1 U& Q
the Preferred Shares Series 19 on or before the dividend payment date for a7 [& ?' A% S+ k; z
particular quarter, then the entitlement of the holders of the Preferred7 o7 Z3 G( z+ Y5 N
Shares Series 19 to receive such dividend, or to any part thereof, for such! _9 ]8 x, x0 l7 v6 W. q* E
quarter will be forever extinguished." {% H! J9 k2 E7 I. g% k- u
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the; m& N* V0 d' x
Superintendent and to the provisions described below under the heading
' M; z4 q3 c7 W# ]/ P‘‘Details of the Offering — Certain Provisions of the Preferred Shares2 y; |( n1 | i8 ^* E
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,+ w% u- C- L/ l# D/ W6 O5 J+ P4 B6 E) P
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
9 e8 O/ z/ D& j! |or any part of the then outstanding Preferred Shares Series 19, at the Bank’s1 i6 l; q/ k0 r5 T3 w; c
option without the consent of the holder, by the payment of an amount in1 n6 H; Y; Q0 V* b: G$ ^
cash for each such share so redeemed of (i) $25.00 together with all declared" ^# t$ I, X* n- t, r7 n8 z
and unpaid dividends to the date fixed for redemption in the case of
( {, S0 [4 I: H( m9 c3 Vredemptions on February 25, 2019 and on February 25 every five years
; D0 y% \9 _7 H- K! Zthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
1 }& p- @0 @2 |9 M% S; Dthe date fixed for redemption in the case of redemptions on any other date7 \9 s' A0 c1 V7 R' ]" F
on or after February 25, 2014.
! `% b! {8 `$ r8 dConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
. a* d- v, m9 Y! q8 W1 G3 y3 D; d% S' xShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
8 H7 x$ _# ]* }+ U) _the right, at their option, to convert, on February 25, 2019 and on
& v' M; z0 p7 j* D2 }3 jFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any+ [9 G! Z% ^& ?5 `/ b
or all of their Preferred Shares Series 19 into an equal number of Preferred
I n& \4 H+ t- l+ z1 VShares Series 18 upon giving to the Bank written notice thereof not earlier
2 }0 h9 p" H+ A6 I1 S# |2 F9 q$ O" {than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the6 i! v6 Z' S8 z9 s! F" \3 }
15th day preceding, a Series 19 Conversion Date.; ^; P z% [7 d+ K, k' U
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
. `- c+ H. g" |, W6 ZProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
7 \- g* t( ? a" XSeries 18, as the case may be, that there would be outstanding on such0 |( d; f9 s# K* A0 z
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
4 \6 b5 @) ~: O- k. Rsuch remaining number of Preferred Shares Series 19 will automatically be/ _7 Z3 c6 c# i+ I' x" w
converted on such Series 19 Conversion Date into an equal number of
j) Z# f7 `/ v8 w2 JPreferred Shares Series 18. Additionally, if the Bank determines that, after* ~2 ?1 V1 u& r# `
conversion, there would be outstanding on such Series 19 Conversion Date
k2 [1 O/ D7 n* ~( @less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares; y7 ^ `* m- f: T9 x( y2 o
Series 19 will be converted into Preferred Shares Series 18.
! `3 X8 o9 |9 H! I* zVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares9 Q! F% w. Q9 o5 m$ D3 E, F9 ?4 N
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
* v+ x. O; w6 I' v1 }+ e2 }7 rany meeting of the shareholders of the Bank unless and until the first time at
/ \& V- ]4 [8 T: G; U4 Nwhich the Board of Directors has not declared the whole dividend on the+ S9 p) C8 e' W( a6 \, N
Preferred Shares Series 19 in any quarter. In that event, subject as# u% ?$ s, o% ]4 g+ e' L' u
hereinafter provided, the holders of Preferred Shares Series 19 will be
+ r2 S( A9 U' r% K. A3 L' K/ Lentitled to receive notice of, and to attend, meetings of shareholders at which
7 j$ J0 m# i9 K. Mdirectors of the Bank are to be elected and will be entitled to one vote for/ x. _& P) G5 N' l6 W% u
each Preferred Share Series 19 held. The voting rights of the holders of the
1 w# l7 n& }5 M8 B7 tPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
& t* R) c9 m# j2 W$ Q0 \+ @$ z( ethe first dividend on the Preferred Shares Series 19 to which the holders are6 h; c* l e }* K2 t
entitled thereunder subsequent to the time such voting rights first arose until1 v9 i6 a+ }; }
such time as the Bank may again fail to declare the whole dividend on the9 Z; B. h2 H5 F
Preferred Shares Series 19 in respect of any quarter, in which event such) _1 m/ q o! G5 t7 y: R1 l1 N
voting rights will become effective again and so on from time to time.( }+ g$ H2 T4 [' ?% o& ?* N9 `
S-6
* u. f6 [. N! O$ \, s: |8 }3 ? {9 gPriority: The preferred shares of each series of the Bank will rank on a parity with e$ U9 i! r$ x5 {$ i) a
every other series and are entitled to preference over the common shares of
, w+ } t- v' pthe Bank and over any other shares of the Bank ranking junior to the# O) F& n! S G& ~9 B
preferred shares with respect to the payment of dividends and upon any
( x' p h6 W7 z) g2 t! m: U) {5 @" z* Pdistribution of assets in the event of the liquidation, dissolution or+ H x% _3 k! f
winding-up of the Bank./ e' h; I0 c% a: `$ n5 i
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
8 k0 N3 k6 a( ]* {5 h. }" |' \Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares4 Y* ^2 }$ b0 _. J7 Y' @- r5 {
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
4 C! l# P$ h- N' _. ^5 Jdividends received on such shares under Part IV.1 of such Act. |
|