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发表于 2008-11-29 16:58
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下面是BMO的:
2 c' c ?1 u; F. PSUMMARY OF THE OFFERING& k, I. ^* ?$ s" r
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’’.
' r2 N& D& I0 K; w( \Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
% P7 c/ [: V' _0 H0 [% TAmount: $150,000,000 (6,000,000 shares).# \9 ^8 ?& ~# E% F3 G% w8 Z
Price and Yield: $25.00 per share to yield initially 6.50% per annum.4 q# V* g$ X# g1 r8 C
Principal Characteristics of the Preferred Shares Series 18/ ^" E$ Z: \$ H7 c3 B2 g
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
8 d1 J/ W3 e' Cnon-cumulative preferential cash dividends, as and when declared by the
, W- i0 y% A# d8 qBoard of Directors, subject to the provisions of the Bank Act, for the initial' C! u4 c7 I7 K7 O
period commencing on the closing date and ending on and including
, w1 T) N: `: u) ~5 O! t8 bFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the5 Q% Y/ ^; b4 \" W2 F
25th day of February, May, August and November in each year, at a rate
9 [$ U7 Q. ~+ V9 Bequal to $0.40625 per share. The initial dividend, if declared, will be payable4 g: [* h0 k+ g" ^- k0 @
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
8 O0 O0 Z# k. j, H" idate of December 11, 2008.
; u! U0 z4 d3 o @) E1 _, G7 C2 ]/ sFor each five-year period after the Initial Fixed Rate Period (each, a" D7 I9 D1 U% q/ y1 C: }# |
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
Z: w- }2 m) t5 ^8 U* B. CSeries 18 will be entitled to receive fixed non-cumulative preferential cash1 ]" t" I9 d( h6 x( E7 Y# y
dividends, as and when declared by the Board of Directors, subject to the
: ^+ M& B7 F( Y) D8 Pprovisions of the Bank Act, payable quarterly on the 25th day of February,
# o8 a6 a' T; l8 n' T/ J& NMay, August and November in each year, in the amount per share per annum' i# }3 y/ O2 v
determined by multiplying the Annual Fixed Dividend Rate applicable to9 M4 V/ Z5 @* o* V7 H' g' O
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
; S* V" |2 }7 n9 ]2 u' G) M' B: wRate for the ensuing Subsequent Fixed Rate Period will be determined by the3 |- F$ V+ h1 H$ D
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day% s7 M3 m; F1 M9 ~5 O; l
of such Subsequent Fixed Rate Period and will be equal to the sum of the
) B/ T8 V' O( @+ k# o) g+ \Government of Canada Yield on the applicable Fixed Rate Calculation Date
4 ]6 `+ S# X& I7 {plus 3.83%.
. j% _: t: `) M* d6 n! G$ g/ YIf the Board of Directors does not declare a dividend, or any part thereof, on! s" ~ Z. K0 i6 Q2 J4 q8 }; E
the Preferred Shares Series 18 on or before the dividend payment date for a. p0 X4 a0 X& E" Y. x& o( V9 `
particular quarter, then the entitlement of the holders of the Preferred' \6 I$ f* @& v) x
Shares Series 18 to receive such dividend, or to any part thereof, for such2 l. E8 ^1 ~1 ?
quarter will be forever extinguished.! \ n# N9 o5 m1 e
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
( f* q' ~% T3 [Superintendent and to the provisions described below under ‘‘Details of the: ?* J3 W o& o% M; X" ?+ y) Y' C+ d& q
Offering — Certain Provisions of the Preferred Shares Series 18 as a
9 C7 Q8 {! z/ J0 \' P) p5 xSeries — Restrictions on Dividends and Retirement of Shares’’, on$ d0 ~+ H8 i$ P8 i/ m" v0 ~1 P8 O
February 25, 2014 and on February 25 every five years thereafter, on not2 y: F. s4 N: }5 V9 C( e
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
: ?, R6 E! _9 m" z1 @' fpart of the then outstanding Preferred Shares Series 18, at the Bank’s option# C1 ]3 d) a$ o& b
without the consent of the holder, by the payment of an amount in cash for
" D7 X- ~7 W- _& M9 oeach such share so redeemed of $25.00 together with all declared and unpaid3 a3 N- a$ }+ t% k5 ]1 L: k
dividends to the date fixed for redemption.
- L U- Y3 P: i' yConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
" f1 t- L- U, t1 BShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
( |- j, B1 H A8 O* xthe right, at their option, to convert, on February 25, 2014 and on
& X2 y @% g! Y5 F% J3 eS-4
2 Y, `) }; \ E, E1 ~+ P9 T, AFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
8 C, ^# E, U* S; j0 s. X- Y- cor all of their Preferred Shares Series 18 into an equal number of Preferred* e. z7 |$ A& w4 x) G
Shares Series 19 upon giving to the Bank notice thereof not earlier than3 q9 T$ r3 d C- H7 @9 ~0 {# G
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day. S1 a* O8 z V [9 v* v# Q- }
preceding, a Series 18 Conversion Date.
6 B! I) d% \* Q, L1 qAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
0 m7 d/ w6 t6 H' ^- J$ LProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
e. b+ Y& w" K! g1 A1 P7 Z0 dSeries 19, as the case may be, that there would be outstanding on such) w# n/ K% H+ o4 u* F- v
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,# B. J% O" L9 c0 W& o
such remaining number of Preferred Shares Series 18 will automatically be
! C: j1 Y# M5 c$ I: xconverted on such Series 18 Conversion Date into an equal number of
. e! B" I# z0 e$ J8 oPreferred Shares Series 19. Additionally, if the Bank determines that, after
6 b. [, A9 u6 d9 aconversion, there would be outstanding on such Series 18 Conversion Date% v, ?; ~" |5 k. z! ~
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares2 }; F! d9 m" t' _6 G
Series 18 will be converted into Preferred Shares Series 19. K* s, w5 J' ~3 ^
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares& R$ Z1 c- J% y, [0 R
Series 18 will not be entitled as such to receive notice of, attend, or vote at,) r4 P& H( h& s5 I, w
any meeting of the shareholders of the Bank unless and until the first time at4 T0 Z5 R* G# P2 _' T5 }
which the Board of Directors has not declared the whole dividend on the. F# v- b! r4 [
Preferred Shares Series 18 in any quarter. In that event, subject as
" y) _, l+ B5 q9 `hereinafter provided, the holders of Preferred Shares Series 18 will be0 {# O* r2 v: }, K4 @
entitled to receive notice of, and to attend, meetings of shareholders at which8 G3 Z% v# z4 @1 B; R- o! o/ ~
directors of the Bank are to be elected and will be entitled to one vote for A* h" _1 W0 L4 ^) {& N9 E% A
each Preferred Share Series 18 held. The voting rights of the holders of the, w: s& Q8 q( z9 y, o
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of$ \2 P: {0 C9 p4 C
the first dividend on the Preferred Shares Series 18 to which the holders are
$ M: s2 g3 _2 d. R4 Zentitled thereunder subsequent to the time such voting rights first arose until3 L0 k# @8 o" w
such time as the Bank may again fail to declare the whole dividend on the4 n) n) H0 v+ l: @( e8 z, a9 P
Preferred Shares Series 18 in respect of any quarter, in which event such
8 q( g2 Q/ i0 d' V4 g! `3 j) _& jvoting rights will become effective again and so on from time to time.! j3 q0 t) D( v
Principal Characteristics of the Preferred Shares Series 190 D, A$ a1 ^- Z/ G' C8 |8 ~
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
, C+ D" ^4 | a- j) O* s/ ffloating rate non-cumulative preferential cash dividends, as and when
- U- [0 _; q: @- odeclared by the Board of Directors, subject to the provisions of the Bank Act,% M' j: B- ?# M' A! m1 X
payable quarterly on the 25th day of February, May, August and November; T; U/ x3 O# J, w) Q
in each year, in the amount per share determined by multiplying the& `, ^( e- a/ O& l3 `8 M
applicable Quarterly Floating Dividend Rate by $25.00.
) C' h1 {2 V4 TOn the 30th day prior to the commencement of the initial quarterly dividend
' P# |( q' o7 v9 M8 A/ Q* Operiod beginning on February 25, 2014, and on the 30th day prior to the first- v9 C' `2 k4 ~
day of each subsequent quarterly dividend period (the initial quarterly7 j. H9 S/ P, B7 }. P, I
dividend period and each subsequent quarterly dividend period is referred to/ Z) S8 G: g9 b) |2 D
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the. E) q1 P/ F9 ]
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
S% d+ f& X# I& b) cPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the, p& z$ s' h7 s% ^) n
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days9 n% h2 v9 a: P6 g' d
elapsed in the applicable Quarterly Floating Rate Period divided by 365)9 x; z$ [( `. @& X6 i0 d
determined on the 30th day prior to the first day of the applicable Quarterly x" g! Z8 a( X' {, {! A
Floating Rate Period.* f, H1 \" g, Z Z" X9 P2 Y8 g
S-5% ^7 P1 i: d4 v
If the Board of Directors does not declare a dividend, or any part thereof, on. v; E6 Q+ q3 U
the Preferred Shares Series 19 on or before the dividend payment date for a, ?5 }7 o8 r1 U, p
particular quarter, then the entitlement of the holders of the Preferred
2 X6 d# E. r+ L, E% R- ~# \9 B/ ~Shares Series 19 to receive such dividend, or to any part thereof, for such
* [8 U$ w, ?* o0 N* ?) jquarter will be forever extinguished.
' ^6 G+ g& o XRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
+ {3 ], N7 c; v& r9 v& s3 ?- |Superintendent and to the provisions described below under the heading3 _) u0 V5 G9 b0 I8 l
‘‘Details of the Offering — Certain Provisions of the Preferred Shares! I( @; \( W+ H! i; ?
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,9 T$ y! { J; E/ D4 R( Q
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all0 e! C) e9 R7 Y9 T: b% ]
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s1 N1 v6 W$ O/ L' C% I5 [* `
option without the consent of the holder, by the payment of an amount in
$ d! `2 o/ ~" C6 qcash for each such share so redeemed of (i) $25.00 together with all declared2 r O6 {: T* ]) A' m. f2 u' `
and unpaid dividends to the date fixed for redemption in the case of
. U+ }- g3 y) R1 X+ Z4 ~redemptions on February 25, 2019 and on February 25 every five years
, e7 r, d1 C; D9 p) G9 D+ m) othereafter, or (ii) $25.50 together with all declared and unpaid dividends to$ Z; j+ A3 w0 ]2 Z" d, N. P: v! E) d
the date fixed for redemption in the case of redemptions on any other date c& w7 Z% }9 d- E' ]+ t
on or after February 25, 2014.
' m6 {* i, Q S! c; ~9 P" NConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
: a. i% R! L wShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
1 A: u `6 i. a3 A) k& |the right, at their option, to convert, on February 25, 2019 and on
1 N! B" U0 U! H9 J. cFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
. R( _9 c) B- I F+ q: v5 A& [or all of their Preferred Shares Series 19 into an equal number of Preferred; \1 A3 K3 v- Y' ^
Shares Series 18 upon giving to the Bank written notice thereof not earlier/ |0 R: t$ ?8 Q9 Q2 e$ c7 S
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
! N1 b, q6 @! `" R6 p15th day preceding, a Series 19 Conversion Date.* v* m1 `4 r1 h3 _% }; O
Automatic Conversion If the Bank determines, after having taken into account all shares tendered( U& | C* Y9 q S' p: I$ w
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares: J# v2 A/ S/ S" _/ _# X
Series 18, as the case may be, that there would be outstanding on such
z! l: N. p: r) H3 y% @0 |1 MSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
& l$ E( d' O* o( _$ ?2 \' ~* m) c4 t! bsuch remaining number of Preferred Shares Series 19 will automatically be$ D5 o u7 \& c
converted on such Series 19 Conversion Date into an equal number of
' M1 O0 z6 O O, L7 MPreferred Shares Series 18. Additionally, if the Bank determines that, after! o/ F, p, k( p4 J2 |* L$ K
conversion, there would be outstanding on such Series 19 Conversion Date
7 l7 [) J1 D, dless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares5 l: B, i* _ l! Y! A( S b t
Series 19 will be converted into Preferred Shares Series 18.
1 `7 i. ^7 P# E8 @0 T% B& yVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares5 {6 S* t, V" D5 `3 x$ r
Series 19 will not be entitled as such to receive notice of, attend, or vote at,% q$ x, ^& W Y7 S" S1 U% Z
any meeting of the shareholders of the Bank unless and until the first time at) n9 Y% p* l' b: o$ V0 W
which the Board of Directors has not declared the whole dividend on the: v" x3 }5 h2 O+ r) K5 v& C
Preferred Shares Series 19 in any quarter. In that event, subject as
: N n* c) Y% c$ ghereinafter provided, the holders of Preferred Shares Series 19 will be
: h( a( X; Q. E# I1 F! P' \entitled to receive notice of, and to attend, meetings of shareholders at which
9 T* Z3 a: Q1 E. H4 Bdirectors of the Bank are to be elected and will be entitled to one vote for3 ^6 C: y6 v* H
each Preferred Share Series 19 held. The voting rights of the holders of the. O" w6 z7 |: y' M$ g' K. k% j" [
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of0 j4 Z. q/ t- I: y3 c1 d# `- s. m" v
the first dividend on the Preferred Shares Series 19 to which the holders are5 E8 M, Y, l& ]) w) I6 {8 g$ R
entitled thereunder subsequent to the time such voting rights first arose until/ r. y6 n8 I* V3 G) |, y* [' F4 U. V$ Y; F
such time as the Bank may again fail to declare the whole dividend on the9 L9 D+ e- v/ ]1 w7 M
Preferred Shares Series 19 in respect of any quarter, in which event such' k8 {! z* P; I( H2 `/ c6 Y) P
voting rights will become effective again and so on from time to time.
' z' Z7 m, F# I nS-6" ~: B# N& J1 l$ F+ l
Priority: The preferred shares of each series of the Bank will rank on a parity with) L' W8 o: r( ^+ T9 P
every other series and are entitled to preference over the common shares of" \. P" l( t& e! Z7 w) u
the Bank and over any other shares of the Bank ranking junior to the( d3 a7 [$ Q$ W( A* R9 ?# Q8 w
preferred shares with respect to the payment of dividends and upon any( b8 A9 {2 y& Z1 \" w
distribution of assets in the event of the liquidation, dissolution or$ i% i5 B4 E3 t ]) X
winding-up of the Bank.
2 F2 ]- h% F) `6 ]Tax on Preferred Share The Bank will elect, in the manner and within the time provided under) g6 s0 D3 u$ E
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
; E6 k( _" R" b* }2 D% `Series 18 and Preferred Shares Series 19 will not be required to pay tax on9 I- \ P0 L4 s: P# a: Y( F
dividends received on such shares under Part IV.1 of such Act. |
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