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发表于 2008-11-29 16:58
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下面是BMO的:
1 H+ @8 a9 q+ LSUMMARY OF THE OFFERING
& J' b& {3 L! h8 gThis 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’’.! d R6 X# E3 p% O$ \
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
* V5 [3 P: L5 J, V |+ f) dAmount: $150,000,000 (6,000,000 shares).& p* W! U) i3 v. a9 M& P0 Z
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
2 D0 c! ~; G9 h- r UPrincipal Characteristics of the Preferred Shares Series 18
- M9 \2 t! e, e' S1 f% @$ dDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
: T6 j8 v' ^# W' Ynon-cumulative preferential cash dividends, as and when declared by the2 r4 h- }$ {7 E- @, w$ j
Board of Directors, subject to the provisions of the Bank Act, for the initial& g7 e1 s, S) H1 U
period commencing on the closing date and ending on and including* w2 W8 V. Z; ?- ?' o$ I. O
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
- C2 h# n$ F( ^+ C5 F( _25th day of February, May, August and November in each year, at a rate
* Q: ]4 ]$ B5 O4 g; r% K4 Nequal to $0.40625 per share. The initial dividend, if declared, will be payable/ h7 X; i) E) j+ F. _* _
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
# L T0 K+ R, l3 N" L8 xdate of December 11, 2008.3 Z. S9 ~0 F5 ~8 J; W) ` \, i
For each five-year period after the Initial Fixed Rate Period (each, a
: X. h- W9 Q P, E0 p$ G‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares3 T4 J! p$ R/ d3 q+ l
Series 18 will be entitled to receive fixed non-cumulative preferential cash5 x, r3 B; ~5 \5 E# w; c
dividends, as and when declared by the Board of Directors, subject to the
4 W5 H3 n4 g$ K, Eprovisions of the Bank Act, payable quarterly on the 25th day of February," E7 J% M9 e4 y$ J6 n
May, August and November in each year, in the amount per share per annum. ~; v) u: Q2 _, E0 V: M$ {( z
determined by multiplying the Annual Fixed Dividend Rate applicable to5 w( n$ v% \$ j% d0 t- L; i: z
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend1 C3 [' [8 z% T% a/ [& f+ f
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
8 d' w9 x2 h6 T# @) x8 K8 \Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day# \" L$ r( ]# w8 g; ^
of such Subsequent Fixed Rate Period and will be equal to the sum of the$ [( S1 m% r, u/ z, P# t7 _4 [
Government of Canada Yield on the applicable Fixed Rate Calculation Date3 p& @' |( _1 n1 e) w
plus 3.83%." Z* G+ a& Z5 Y* @# i7 O# H% n
If the Board of Directors does not declare a dividend, or any part thereof, on* v( L7 b, j) K' ^- F
the Preferred Shares Series 18 on or before the dividend payment date for a) I9 E M6 o# }" `4 t
particular quarter, then the entitlement of the holders of the Preferred
( C1 |0 b: j# O' X+ h" LShares Series 18 to receive such dividend, or to any part thereof, for such
8 }+ g4 b+ `" E% T3 N3 t8 w1 \quarter will be forever extinguished.7 Y# g' r5 H* ^# G y! w' c# M# ^0 t
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
. J8 N# p% f/ c4 N" s$ aSuperintendent and to the provisions described below under ‘‘Details of the
* x, J1 M4 _7 K/ QOffering — Certain Provisions of the Preferred Shares Series 18 as a
: x/ w ]) x' h. L1 l8 k2 D& l+ OSeries — Restrictions on Dividends and Retirement of Shares’’, on
. X6 ^0 ]- _/ d% HFebruary 25, 2014 and on February 25 every five years thereafter, on not
, H: f- U0 O; cmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
0 o/ ?- @* T+ kpart of the then outstanding Preferred Shares Series 18, at the Bank’s option3 p) I' k2 W& {/ {2 Q$ t0 W
without the consent of the holder, by the payment of an amount in cash for; I/ d$ D- |0 F' \
each such share so redeemed of $25.00 together with all declared and unpaid% X0 d7 j' M5 T `6 K; C8 D& \
dividends to the date fixed for redemption.) k- r7 d1 U! J2 [
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
9 {2 R* }! k5 rShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have: S& S5 u( h# j, A1 k
the right, at their option, to convert, on February 25, 2014 and on
5 o) o( q* O4 T" r; @( V, ?S-4
& c1 x& L4 Q9 `5 a; ^February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
3 j# T0 N/ b" R: e9 z; d; d1 t+ Cor all of their Preferred Shares Series 18 into an equal number of Preferred
; @' |6 {. d& d4 I) X$ k& oShares Series 19 upon giving to the Bank notice thereof not earlier than
) I: [% r; A" q z4 a9 e30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day* I3 x9 F' _/ g
preceding, a Series 18 Conversion Date., A" I. U6 ~. _$ u% @
Automatic Conversion If the Bank determines, after having taken into account all shares tendered, W9 ?+ N1 V# u1 o/ I( n" l
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
# l; x: Q2 ?9 P, o0 b* ~! `Series 19, as the case may be, that there would be outstanding on such
7 K: j; I$ H9 Y9 {8 d7 ]Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
/ O; J4 M4 h7 }such remaining number of Preferred Shares Series 18 will automatically be
$ ]4 p/ T' R h; nconverted on such Series 18 Conversion Date into an equal number of) K: V3 L# ?1 J% f3 {2 b
Preferred Shares Series 19. Additionally, if the Bank determines that, after$ q' i) k$ q. v
conversion, there would be outstanding on such Series 18 Conversion Date' Y# |0 |; n* ]6 C
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
% ~& `& f5 G4 Q, L3 A3 P/ VSeries 18 will be converted into Preferred Shares Series 19.0 `6 Z- B! I- l! a1 X9 |( \% N
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares- S, i/ p9 _# o5 {$ V0 v6 p# E
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
& {5 k0 U+ j/ |1 j5 @# qany meeting of the shareholders of the Bank unless and until the first time at- X. H& @3 g. x
which the Board of Directors has not declared the whole dividend on the' S& K) M; C4 I( h F# n
Preferred Shares Series 18 in any quarter. In that event, subject as& Y h0 P" C: \+ f
hereinafter provided, the holders of Preferred Shares Series 18 will be+ E- d4 `0 t0 L- E
entitled to receive notice of, and to attend, meetings of shareholders at which; |% o# B* A! i$ l' v
directors of the Bank are to be elected and will be entitled to one vote for
' n7 {3 B4 o: ?# _each Preferred Share Series 18 held. The voting rights of the holders of the' C T! k a* z6 l# Z" A
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of+ e+ E# _1 J8 \9 T/ L
the first dividend on the Preferred Shares Series 18 to which the holders are& z6 g7 ]% ]9 P3 z
entitled thereunder subsequent to the time such voting rights first arose until! C- v3 i$ D1 ]1 { @! j
such time as the Bank may again fail to declare the whole dividend on the
, p3 Z& n$ ^' _1 iPreferred Shares Series 18 in respect of any quarter, in which event such8 p2 F) I! x9 m2 i$ R7 {+ P
voting rights will become effective again and so on from time to time.
4 t, @/ n |/ p' H ^" HPrincipal Characteristics of the Preferred Shares Series 19
6 h$ e9 I& r. E b/ R6 ?Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
2 d8 E* z" r' X* p Dfloating rate non-cumulative preferential cash dividends, as and when
! ]/ M/ t, F6 F. k2 @5 t* M6 |, Hdeclared by the Board of Directors, subject to the provisions of the Bank Act,8 M1 ~5 p) \9 s
payable quarterly on the 25th day of February, May, August and November
$ N. B: Y2 g6 ?, p- K$ y: hin each year, in the amount per share determined by multiplying the
' N, q; N9 m* kapplicable Quarterly Floating Dividend Rate by $25.00.
# C8 ~ ?$ b* IOn the 30th day prior to the commencement of the initial quarterly dividend) r; v! B& c: K) G( ?& j+ O. {! m. n
period beginning on February 25, 2014, and on the 30th day prior to the first0 M6 c( u; f3 E1 V$ I
day of each subsequent quarterly dividend period (the initial quarterly" H8 w7 x" t) _
dividend period and each subsequent quarterly dividend period is referred to) l; p# q) R0 d; g1 E
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
: E i9 }* S2 _6 |6 H) ZQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
$ `* k5 X! ^3 x8 WPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the, R: X% q/ z/ N. i- y; f% j
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
& |5 R! g: x4 G; i, |elapsed in the applicable Quarterly Floating Rate Period divided by 365)! c7 G: L6 [+ ~, r
determined on the 30th day prior to the first day of the applicable Quarterly4 W9 e1 t9 M2 K4 s! x' c; Z
Floating Rate Period., G% W, {1 a: \# i0 y+ I$ ~5 v
S-5
, C1 `3 @2 ]2 g9 n0 Z1 U( r) bIf the Board of Directors does not declare a dividend, or any part thereof, on
& ~ D) d* y1 E/ ]: A3 \' cthe Preferred Shares Series 19 on or before the dividend payment date for a3 I! Y6 s/ o* }; B7 Y
particular quarter, then the entitlement of the holders of the Preferred
# P+ o$ Q* u' L5 n8 aShares Series 19 to receive such dividend, or to any part thereof, for such
; k( F- _3 f+ M* k$ U- t1 b' e: i3 squarter will be forever extinguished.
3 v0 S. U' ~6 ^$ t8 q' |& F* ERedemption: Subject to the provisions of the Bank Act and to the prior consent of the& w2 t# L' ^, s* e' {7 E
Superintendent and to the provisions described below under the heading
# L! w& ?! A) v; Y‘‘Details of the Offering — Certain Provisions of the Preferred Shares2 ]& u0 s6 p8 w; W9 ]$ Z
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
8 O+ q9 S* c5 j) Non not more than 60 nor less than 30 days’ notice, the Bank may redeem all7 n0 d# V. a2 B |5 a
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
' F% t7 l0 V5 ?9 |4 Aoption without the consent of the holder, by the payment of an amount in
3 |$ c6 u) E# d* ]) M) Pcash for each such share so redeemed of (i) $25.00 together with all declared
6 z5 {3 N# L) r5 b$ s- d! `, [and unpaid dividends to the date fixed for redemption in the case of
# M8 w) M, Y+ `redemptions on February 25, 2019 and on February 25 every five years$ x( C- h, `# Z' W3 }$ D& Z) Q
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to6 P( @0 }4 ~% ]. i+ Y5 l
the date fixed for redemption in the case of redemptions on any other date
& F0 z+ P4 r, D/ w# i4 Yon or after February 25, 2014.
! a8 L" D* b& _4 E- d) x3 m* |Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic) k* U# E% \; R( @8 R: `1 B2 l
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
1 R n! N" c/ b e: [, \0 \the right, at their option, to convert, on February 25, 2019 and on
9 U2 f: v4 X& D& ]! kFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any$ P/ x8 o* W" V1 ] u
or all of their Preferred Shares Series 19 into an equal number of Preferred
1 [ E, V2 `- C$ R" O8 ]Shares Series 18 upon giving to the Bank written notice thereof not earlier: T& V2 o0 k3 u2 O3 Q3 T4 J
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
6 ^" g1 [8 {* H: V6 p$ @15th day preceding, a Series 19 Conversion Date.
I- f% R* r9 H( vAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
0 b+ C; f4 v! A% @7 jProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
: P( l% y- c1 N* |8 @4 ESeries 18, as the case may be, that there would be outstanding on such
- I& x( m1 N5 q$ Q5 sSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
& F8 s. V M+ P/ i- wsuch remaining number of Preferred Shares Series 19 will automatically be
6 i- N4 W. a8 A3 I2 @ _$ _1 vconverted on such Series 19 Conversion Date into an equal number of
6 U% ^8 z# ~0 C9 E3 p& S7 dPreferred Shares Series 18. Additionally, if the Bank determines that, after
5 P1 b) }* \ A. t: d5 v" qconversion, there would be outstanding on such Series 19 Conversion Date, i3 z8 D& `) y
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
& ?7 o' j( {+ eSeries 19 will be converted into Preferred Shares Series 18." u. {/ i, q5 T% z3 h
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
1 W# O7 ^2 M: }Series 19 will not be entitled as such to receive notice of, attend, or vote at,
t @! v( V. H/ [, b' n9 f( C+ x; ]0 cany meeting of the shareholders of the Bank unless and until the first time at) {5 v# M8 i% R$ W+ s; N6 j, X0 t( A# ~
which the Board of Directors has not declared the whole dividend on the# A/ Q! o. V2 G& d6 A% n6 r
Preferred Shares Series 19 in any quarter. In that event, subject as
) n. K- b0 {4 |) A/ F& Ahereinafter provided, the holders of Preferred Shares Series 19 will be$ k: S/ u# e6 L+ n& v; @
entitled to receive notice of, and to attend, meetings of shareholders at which
% R( g. Y, q/ y+ C9 e9 K' G! Tdirectors of the Bank are to be elected and will be entitled to one vote for
T/ c) Z: y( ?* I* _# q) Ieach Preferred Share Series 19 held. The voting rights of the holders of the
8 `3 a( f" q1 v& q4 mPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
; B" G$ {6 q' A. A7 Q B. p% nthe first dividend on the Preferred Shares Series 19 to which the holders are
' H: S h4 e0 M" s' w$ Lentitled thereunder subsequent to the time such voting rights first arose until
8 H) z8 u+ l; t; osuch time as the Bank may again fail to declare the whole dividend on the a/ g K9 E4 s$ y0 H4 t) b
Preferred Shares Series 19 in respect of any quarter, in which event such
) Q- G4 H2 ^! W( o6 Evoting rights will become effective again and so on from time to time.
$ X. Z1 ]: g) j+ q0 v3 H9 p* ?& BS-6
1 i$ q+ f! c7 n- c) A/ |7 n cPriority: The preferred shares of each series of the Bank will rank on a parity with; |& t2 X+ i( {0 _* S
every other series and are entitled to preference over the common shares of7 y, N4 H$ ]5 X* D) x- s3 E- h' @
the Bank and over any other shares of the Bank ranking junior to the
5 J1 ^# Q& y7 W5 i3 V: U9 A6 spreferred shares with respect to the payment of dividends and upon any
9 f9 `, k" I1 tdistribution of assets in the event of the liquidation, dissolution or4 q& n5 J6 u' K1 M
winding-up of the Bank.
% e- {5 |2 k, m8 NTax on Preferred Share The Bank will elect, in the manner and within the time provided under* J# i+ @2 {- d. ]( m0 i
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
! G4 l. l; `# ?: B ^1 D CSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
* f0 U5 ]* a4 o+ w0 G6 odividends received on such shares under Part IV.1 of such Act. |
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