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发表于 2008-11-29 16:58
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下面是BMO的:
, j1 W8 D+ W0 Y' NSUMMARY OF THE OFFERING
: C, H* E# [6 N$ |) WThis 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’’.
- ^/ L) n: `4 K; lIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.2 }; Z4 w8 C1 p* u# ^( t
Amount: $150,000,000 (6,000,000 shares).
+ a' H' D0 M$ p% Y' N; h# sPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
* ]. n' o/ U# V) x; DPrincipal Characteristics of the Preferred Shares Series 18
; A7 ^4 H% x8 f7 `1 ^* K" W' F0 eDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
& q' u4 `0 ^& [3 cnon-cumulative preferential cash dividends, as and when declared by the
6 f8 ]8 D0 S' S/ ]% M& Y) JBoard of Directors, subject to the provisions of the Bank Act, for the initial y( a, M& y( Q9 ?: N, o
period commencing on the closing date and ending on and including
$ D/ w6 b6 t* a# ?8 uFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
2 B. I G; S7 P25th day of February, May, August and November in each year, at a rate
. a; Z: @3 U4 s2 P* lequal to $0.40625 per share. The initial dividend, if declared, will be payable
" J; E/ N- Q; k3 C$ yMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing* z0 N3 ]; |; R; P" |% q
date of December 11, 2008.
: @* P" N) g3 n: g {& x/ ~For each five-year period after the Initial Fixed Rate Period (each, a
$ C" d5 V. S+ h9 W" @‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares% `4 s, ` e+ l) I% {& H
Series 18 will be entitled to receive fixed non-cumulative preferential cash2 v* @$ ?3 b' a8 q
dividends, as and when declared by the Board of Directors, subject to the) F& m. B C+ G
provisions of the Bank Act, payable quarterly on the 25th day of February,& p; t& F+ x: F
May, August and November in each year, in the amount per share per annum- A# C/ a, `1 L5 [
determined by multiplying the Annual Fixed Dividend Rate applicable to
/ {1 `& J) N# e# n3 i8 Isuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
" v2 e$ j% f) F; P H8 L! K+ Y$ \Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
/ X3 o; g6 D \8 U' g. v/ lBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day2 a7 i8 j& G! u) P. Q. P
of such Subsequent Fixed Rate Period and will be equal to the sum of the/ l8 W. q- v0 H N/ S" K0 Z5 V
Government of Canada Yield on the applicable Fixed Rate Calculation Date/ r& v8 O: v0 H" B C2 {
plus 3.83%.
& w$ P/ I' P" l3 V( ]If the Board of Directors does not declare a dividend, or any part thereof, on+ X9 r3 U' u) P
the Preferred Shares Series 18 on or before the dividend payment date for a R2 M( V, U1 a: r3 k7 V4 r
particular quarter, then the entitlement of the holders of the Preferred+ w G# m' g( c! G, j+ w
Shares Series 18 to receive such dividend, or to any part thereof, for such
- i* v) n8 A+ {1 Vquarter will be forever extinguished.0 C6 F% P- Q& @: y b! W
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
9 H/ }. X/ G+ H0 N; E2 ?Superintendent and to the provisions described below under ‘‘Details of the I+ R6 o$ r, b$ f
Offering — Certain Provisions of the Preferred Shares Series 18 as a B8 Y& O' w4 t1 \" I1 r7 E d
Series — Restrictions on Dividends and Retirement of Shares’’, on2 I+ X1 v! m6 R* K) L8 M7 f6 R# h
February 25, 2014 and on February 25 every five years thereafter, on not6 K2 N. a3 e F+ M
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
$ s: k. Q) e( X6 o. l. ~# |! x8 d1 K) Ppart of the then outstanding Preferred Shares Series 18, at the Bank’s option% E$ p3 a0 @/ u( q, o. B
without the consent of the holder, by the payment of an amount in cash for6 E% s0 h. h" ]/ M- M, z I
each such share so redeemed of $25.00 together with all declared and unpaid4 N5 W, o9 ^' a1 S& L
dividends to the date fixed for redemption.
5 {: i5 M* j- I; q# O yConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
) [9 E; A. h# v. Z j4 D: HShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
; o% V8 `/ v0 dthe right, at their option, to convert, on February 25, 2014 and on
; U5 `8 p7 k! z5 d/ P- s% U0 rS-4
3 p& A$ n# H9 x+ j2 Z! ?9 CFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any% D- D: v4 j' e# b4 Z
or all of their Preferred Shares Series 18 into an equal number of Preferred
0 o" l, v6 [, OShares Series 19 upon giving to the Bank notice thereof not earlier than
& L- x/ N5 o( d30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
0 f6 n7 K8 ~0 \) d. t6 |0 \preceding, a Series 18 Conversion Date.% g& j' S% ~9 d; Y
Automatic Conversion If the Bank determines, after having taken into account all shares tendered7 J' b; I4 i6 L* `
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares% o+ m7 h( J6 U! A) o9 ~
Series 19, as the case may be, that there would be outstanding on such
1 ^+ k$ h# h7 m2 j4 Q; iSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,- D4 S2 d8 }$ m( V! u, |% b
such remaining number of Preferred Shares Series 18 will automatically be* T* e- d( f/ l# x" f
converted on such Series 18 Conversion Date into an equal number of
" t: W* v, I( d2 Y1 A; vPreferred Shares Series 19. Additionally, if the Bank determines that, after
4 l: [# O& ]. ` Q ]4 Gconversion, there would be outstanding on such Series 18 Conversion Date( O. _" I# W2 s$ V/ N7 W, m
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares; e; _! q( x, G+ e& H
Series 18 will be converted into Preferred Shares Series 19.+ i) P! @6 W& d7 E: k8 P
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
# E$ \" i6 S8 u7 M+ X' wSeries 18 will not be entitled as such to receive notice of, attend, or vote at,$ E) @0 U. ^( O4 S' Y: } ~
any meeting of the shareholders of the Bank unless and until the first time at
1 ^% w1 j; o' {0 Owhich the Board of Directors has not declared the whole dividend on the
( B9 i+ S1 P$ L* T' b* \Preferred Shares Series 18 in any quarter. In that event, subject as5 y) ?& ]" F3 h! m$ c3 d. `$ K2 ~
hereinafter provided, the holders of Preferred Shares Series 18 will be
/ M' x+ |& [$ z- `3 b. Nentitled to receive notice of, and to attend, meetings of shareholders at which/ y; m2 H8 `$ I
directors of the Bank are to be elected and will be entitled to one vote for6 H. h6 Q, |: `
each Preferred Share Series 18 held. The voting rights of the holders of the2 X3 r& M. r0 q4 [; T) \/ Z' ^ [
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
' v @9 o% U8 a! h3 nthe first dividend on the Preferred Shares Series 18 to which the holders are6 f3 Z; ~8 o: g0 J9 f5 L
entitled thereunder subsequent to the time such voting rights first arose until
" u% f3 {1 o0 f9 G* ^/ Csuch time as the Bank may again fail to declare the whole dividend on the
- l: p8 g! ]$ i9 U% |" M* ^' \Preferred Shares Series 18 in respect of any quarter, in which event such
- X& i! P: A0 F+ u, [voting rights will become effective again and so on from time to time.
; y; {5 y* R u6 M7 BPrincipal Characteristics of the Preferred Shares Series 19* Z4 R+ S; m3 p% n
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive8 I7 r7 Q5 o8 q: E' M
floating rate non-cumulative preferential cash dividends, as and when3 O9 {* \/ s* N8 [
declared by the Board of Directors, subject to the provisions of the Bank Act,
' g/ K" W* M l! tpayable quarterly on the 25th day of February, May, August and November6 n' H; ^ c: k" z! {
in each year, in the amount per share determined by multiplying the
) M' D$ N( V8 ^6 N! B7 g+ mapplicable Quarterly Floating Dividend Rate by $25.00.' ~3 ?5 E+ ?7 d1 I! ?
On the 30th day prior to the commencement of the initial quarterly dividend
8 M+ [& }8 }% {$ Q. M9 f t% j4 kperiod beginning on February 25, 2014, and on the 30th day prior to the first
; C$ N; Y$ R/ T& q O2 S5 Pday of each subsequent quarterly dividend period (the initial quarterly
: Y& ~9 Y: a' E) B/ Vdividend period and each subsequent quarterly dividend period is referred to& u; ^( J7 G; I% S
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the3 I1 G% i3 K( _3 t
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
9 K" w- f4 f6 W( p$ i3 ]* ?- B( PPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
3 R3 |% b/ l6 E" {; `2 K: gT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days9 g+ r; _/ H8 ^
elapsed in the applicable Quarterly Floating Rate Period divided by 365)! p4 q1 ]( |% i2 Z* [& i
determined on the 30th day prior to the first day of the applicable Quarterly3 N+ c( y& J0 {0 s
Floating Rate Period.
# L, X# Y9 G& |! l8 C$ ~' IS-5 ~8 K$ G/ W( R* I, a
If the Board of Directors does not declare a dividend, or any part thereof, on5 d* f u& @" r: m0 Q' j3 W
the Preferred Shares Series 19 on or before the dividend payment date for a
- G5 J+ E3 m; C8 uparticular quarter, then the entitlement of the holders of the Preferred1 n' z- l( K7 q" }; {
Shares Series 19 to receive such dividend, or to any part thereof, for such
) _5 s/ a5 M' ~* O1 J4 zquarter will be forever extinguished.3 d L" y& h9 _: ]6 z
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
. v2 z3 c: R9 J0 t; J4 H% ySuperintendent and to the provisions described below under the heading: f2 \0 ~! g: M
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
; z' t3 `2 `% Y' D" @' ySeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
J/ a z0 v8 {6 ^$ m( ^on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
: p& @. v9 S1 q) {% ror any part of the then outstanding Preferred Shares Series 19, at the Bank’s9 E% U9 U J4 N; V
option without the consent of the holder, by the payment of an amount in
7 _. C3 k" q; P+ b4 U% a- e: ^1 xcash for each such share so redeemed of (i) $25.00 together with all declared
' N0 ^5 b0 T; V- ?and unpaid dividends to the date fixed for redemption in the case of
+ m) u0 I. f V8 }redemptions on February 25, 2019 and on February 25 every five years H' U7 N3 _+ ]4 T. y0 B6 }+ o
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
. y* B: U) y/ D/ A7 b: f k6 o Qthe date fixed for redemption in the case of redemptions on any other date F; u: H$ ~' Y* `* q& d
on or after February 25, 2014.
5 I' J0 W5 o8 _; c3 k8 }; WConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic) |& Y, A& V4 i
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have) G S: A [/ d0 M; }) v D" g
the right, at their option, to convert, on February 25, 2019 and on
. O$ t/ U+ c; }: CFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any8 a9 p" p1 N- g( O/ ]* J% d" v# T
or all of their Preferred Shares Series 19 into an equal number of Preferred
; L* A( l3 P/ O* j N- H o* gShares Series 18 upon giving to the Bank written notice thereof not earlier
- d+ c2 F6 T! `+ W& _& Vthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the0 u* g! G6 y) S
15th day preceding, a Series 19 Conversion Date.( D8 f2 e4 Q( K0 @3 k8 m1 C. m
Automatic Conversion If the Bank determines, after having taken into account all shares tendered. O$ U* c1 g7 N8 X8 f' e
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
7 a/ w3 a; O7 m7 x5 x& JSeries 18, as the case may be, that there would be outstanding on such- z: N7 h9 H) c
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,4 u4 o: J9 A8 E @0 P* H
such remaining number of Preferred Shares Series 19 will automatically be3 w& |4 H" n( n! J/ F7 b9 {
converted on such Series 19 Conversion Date into an equal number of
6 b" w2 p. I. |* O' _ h' sPreferred Shares Series 18. Additionally, if the Bank determines that, after7 m k; T* g7 W! r9 }! Z8 v
conversion, there would be outstanding on such Series 19 Conversion Date( u( Q1 [; ] t
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares" C) U( c W6 l/ l; F
Series 19 will be converted into Preferred Shares Series 18.
) v- M5 J1 w' Y0 nVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
; M) ]. M0 d v) y( I- }' BSeries 19 will not be entitled as such to receive notice of, attend, or vote at,' k! u I0 Z% J3 x
any meeting of the shareholders of the Bank unless and until the first time at
/ h5 n2 e4 H2 H8 z8 awhich the Board of Directors has not declared the whole dividend on the, O7 x: P/ f* F0 s7 V7 R* v/ m
Preferred Shares Series 19 in any quarter. In that event, subject as: F @- {0 F( \5 g
hereinafter provided, the holders of Preferred Shares Series 19 will be7 s3 L2 [9 @- A
entitled to receive notice of, and to attend, meetings of shareholders at which
4 j* S) V, R- D% Vdirectors of the Bank are to be elected and will be entitled to one vote for
, F8 _. p3 G6 \ Y* `each Preferred Share Series 19 held. The voting rights of the holders of the
* A; |5 W: | _$ {* {; dPreferred Shares Series 19 will forthwith cease upon payment by the Bank of( r3 X, I; ?$ t5 Y* {1 _' F
the first dividend on the Preferred Shares Series 19 to which the holders are T9 g. h; s# c/ z# `0 m
entitled thereunder subsequent to the time such voting rights first arose until
% w, v4 ~, v& ^% c3 c6 {! z$ |such time as the Bank may again fail to declare the whole dividend on the$ |7 `' H6 f3 W5 ]1 @9 @$ F# W0 I
Preferred Shares Series 19 in respect of any quarter, in which event such0 _5 B$ a8 J# D) j. Q6 D, S
voting rights will become effective again and so on from time to time.
8 n1 @" L( W) ^) O) ?6 e% NS-6- D {8 \5 |! B8 H4 @
Priority: The preferred shares of each series of the Bank will rank on a parity with
$ ]# R% g4 e( R1 e; u5 s$ D9 fevery other series and are entitled to preference over the common shares of+ _ s2 X) h- ^0 l7 V j7 @7 \7 n' R7 y
the Bank and over any other shares of the Bank ranking junior to the7 Q/ M& n ?9 y5 _) g
preferred shares with respect to the payment of dividends and upon any0 E( Q9 Z" C4 s2 X
distribution of assets in the event of the liquidation, dissolution or
& x5 T( R1 ?- b7 y5 Y/ uwinding-up of the Bank.
, _4 G7 I8 b1 ?( ~7 X( ~6 uTax on Preferred Share The Bank will elect, in the manner and within the time provided under9 l ?: K5 e- B/ `+ N3 o
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares; Y2 c }& p1 j- H4 @
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
( c) j0 [( {- z: l9 _: wdividends received on such shares under Part IV.1 of such Act. |
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