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发表于 2008-11-29 16:58
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下面是BMO的:
/ B8 R+ e/ H3 g* ~, t7 BSUMMARY OF THE OFFERING
& V! q' a& j: _3 h; f! RThis 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’’.
/ A# @& s$ G d. i! T0 i$ PIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.1 p. c0 h2 m" h! F, l+ c
Amount: $150,000,000 (6,000,000 shares).0 |1 x: N5 p1 K. a4 f; y
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
# G6 A; x* ?2 }# b J; x8 K( QPrincipal Characteristics of the Preferred Shares Series 18+ Z! ]- A5 i1 b
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
, c& s( S1 |3 q, ^! Z, h5 B) anon-cumulative preferential cash dividends, as and when declared by the# f- [3 A, m( V2 x/ F* U
Board of Directors, subject to the provisions of the Bank Act, for the initial
% ^( a1 h/ ?2 Y/ [period commencing on the closing date and ending on and including1 b% U: L! C9 p% p, Q# A/ y/ r
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
* T" \' j7 s/ R6 s25th day of February, May, August and November in each year, at a rate
R) [7 |! R& X' o7 eequal to $0.40625 per share. The initial dividend, if declared, will be payable
% U& i2 Y7 e# P; I; D: }: AMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing& y5 | p) L8 h: ~" F2 w0 w
date of December 11, 2008.
, i* ^2 H- b6 `For each five-year period after the Initial Fixed Rate Period (each, a
" \# T8 l9 N& d- L6 [‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
9 ], X0 }. H3 R* l2 E8 R' `6 r( hSeries 18 will be entitled to receive fixed non-cumulative preferential cash7 Y' r/ [+ J( y4 o3 Z) i, i8 S
dividends, as and when declared by the Board of Directors, subject to the5 ?" C* M7 t2 e1 a* t1 c; M0 _
provisions of the Bank Act, payable quarterly on the 25th day of February,) R- j* ` [/ v2 ?( X
May, August and November in each year, in the amount per share per annum
$ q8 Q1 C+ c/ d# mdetermined by multiplying the Annual Fixed Dividend Rate applicable to
' p& T0 Q+ R2 R6 X- [such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend& q- B/ n4 g* S7 A7 v7 M
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
) r* e( }/ [5 L0 ~* s0 a8 SBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day$ `0 L7 k9 O" [% o6 y4 p* i u1 |
of such Subsequent Fixed Rate Period and will be equal to the sum of the
7 z: V# g, z0 p( EGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
) B! H* c2 v/ @5 h7 }( Tplus 3.83%.
# o h0 L$ r7 V; g5 F# D9 c- M& D) |If the Board of Directors does not declare a dividend, or any part thereof, on- a! d _& H5 g/ T; n
the Preferred Shares Series 18 on or before the dividend payment date for a
2 w4 e% ?; Q6 n3 A" E# t( Z& ~ Mparticular quarter, then the entitlement of the holders of the Preferred
# c( K& B2 q7 B* cShares Series 18 to receive such dividend, or to any part thereof, for such
8 n' @% a# o, [7 r3 B2 r: zquarter will be forever extinguished.
/ l+ X ?5 i4 Q$ @. TRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
4 b% I8 v# C, Q; j$ ]0 y( y/ BSuperintendent and to the provisions described below under ‘‘Details of the: Q- w! c! K- E2 E3 Z" o
Offering — Certain Provisions of the Preferred Shares Series 18 as a! J- j5 D+ T' C1 ~
Series — Restrictions on Dividends and Retirement of Shares’’, on
% y/ U) i% k* `( wFebruary 25, 2014 and on February 25 every five years thereafter, on not
5 v6 l8 a) q1 M- Jmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any( k6 m! ~) I4 b H' o1 |. k4 E
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
5 l: m( |8 U1 F4 ^- _5 |% a- swithout the consent of the holder, by the payment of an amount in cash for, s: b8 \$ s. H# I. b
each such share so redeemed of $25.00 together with all declared and unpaid5 E7 J8 H2 y7 Q
dividends to the date fixed for redemption.; P, E U9 T! ]: o* @8 T
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
& L4 p! u) L1 N0 E9 Q+ XShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
( G3 W% }1 Z3 dthe right, at their option, to convert, on February 25, 2014 and on
h* j5 i5 Q2 \4 w$ US-4/ N& C' w" g' ^# B$ a9 f* E
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
' `/ I" z& g* c' Q# kor all of their Preferred Shares Series 18 into an equal number of Preferred o% u& N- o; b5 U) U, R/ T# v
Shares Series 19 upon giving to the Bank notice thereof not earlier than! j- G/ P4 g" ~1 n/ k& W
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
9 n& o$ |' P8 P- Z& j" x" epreceding, a Series 18 Conversion Date.
- T2 C, r, n( LAutomatic Conversion If the Bank determines, after having taken into account all shares tendered7 w" U( L! B! Q: H; ?
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares s: y' V) T5 u ]
Series 19, as the case may be, that there would be outstanding on such. K+ D3 L& @5 |
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,; O1 ^, j( p3 Y/ B
such remaining number of Preferred Shares Series 18 will automatically be
+ w/ P* u, b% [) B* Q/ pconverted on such Series 18 Conversion Date into an equal number of
$ x8 z- [% M. h/ ]Preferred Shares Series 19. Additionally, if the Bank determines that, after5 j4 a" g# |+ n1 A. ?
conversion, there would be outstanding on such Series 18 Conversion Date# Z) J6 b7 s/ l
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares3 e' q7 \) V5 Z8 C/ |
Series 18 will be converted into Preferred Shares Series 19.
* }6 t9 r' V1 k/ WVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
. g f7 X( E* S) ?" ~Series 18 will not be entitled as such to receive notice of, attend, or vote at,
1 G: o( n( I9 m" Lany meeting of the shareholders of the Bank unless and until the first time at
! J p# e* |- _which the Board of Directors has not declared the whole dividend on the% s# ?0 ]" g& @7 y! r* J
Preferred Shares Series 18 in any quarter. In that event, subject as
: \6 ?( A( U* B- i( _# P; S" ~hereinafter provided, the holders of Preferred Shares Series 18 will be
9 S3 M6 M: `0 }, ~" {8 bentitled to receive notice of, and to attend, meetings of shareholders at which3 z+ T/ \* y3 }# S, x2 Z6 m* w# s1 l
directors of the Bank are to be elected and will be entitled to one vote for
) d, Y& V6 _/ r) Oeach Preferred Share Series 18 held. The voting rights of the holders of the
- W9 n" ^: S+ sPreferred Shares Series 18 will forthwith cease upon payment by the Bank of0 s( p4 p; D9 |/ m" J6 l
the first dividend on the Preferred Shares Series 18 to which the holders are
y+ ~! z& J& Q) O4 e/ fentitled thereunder subsequent to the time such voting rights first arose until1 c' T, U$ v, D, n/ N2 r
such time as the Bank may again fail to declare the whole dividend on the5 L2 r) i& s, @& L' F
Preferred Shares Series 18 in respect of any quarter, in which event such
4 `$ c! A5 w. f- `1 h" T: ?voting rights will become effective again and so on from time to time.
% V, {, {/ m5 S$ m UPrincipal Characteristics of the Preferred Shares Series 194 t; `3 c3 _4 [3 ]
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
* ^- V/ i; ^3 U: qfloating rate non-cumulative preferential cash dividends, as and when
1 A% U1 k% t+ `' M3 @' U+ u$ z% |declared by the Board of Directors, subject to the provisions of the Bank Act,. C: F7 r- _: F3 e" C7 w! C8 t
payable quarterly on the 25th day of February, May, August and November
! G2 Y4 a! ?' l+ G, |1 P, yin each year, in the amount per share determined by multiplying the( ^# G# n0 ^' c- L
applicable Quarterly Floating Dividend Rate by $25.00.4 \) ~, Y8 x1 i
On the 30th day prior to the commencement of the initial quarterly dividend2 s: R$ _# ~, z
period beginning on February 25, 2014, and on the 30th day prior to the first% M$ I' O J( x1 U# j( V6 i' C* \
day of each subsequent quarterly dividend period (the initial quarterly
7 u/ g2 t8 C1 ^0 q' |dividend period and each subsequent quarterly dividend period is referred to
! ?- Z- C& j K( M. q+ was a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the3 o( N* ?5 H/ ^' X, V
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
0 ~0 ?) Y1 P: l5 f5 j9 E. I: aPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
3 a# @5 u. C5 U3 Q4 qT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days [/ ^: l+ S* P4 w& q& p
elapsed in the applicable Quarterly Floating Rate Period divided by 365)- e/ l+ Q3 ?6 c/ g2 T+ p: ~( L
determined on the 30th day prior to the first day of the applicable Quarterly+ c4 U# e) |1 o/ G7 ]2 u, n2 v7 u
Floating Rate Period.
3 V8 [+ \, g7 G. G* CS-5
# h, o. _) ~5 K6 g x/ MIf the Board of Directors does not declare a dividend, or any part thereof, on
9 L3 t! l* s' Fthe Preferred Shares Series 19 on or before the dividend payment date for a' i9 I( x" h/ T# F9 n
particular quarter, then the entitlement of the holders of the Preferred
+ G0 U, b8 \/ `- o9 t* ^5 D6 | EShares Series 19 to receive such dividend, or to any part thereof, for such$ E3 |$ i6 o9 o& H
quarter will be forever extinguished.
. d; H, w; P: |& g7 B7 T9 @1 l8 |Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
, P1 t1 Q1 x5 T0 ~Superintendent and to the provisions described below under the heading8 z" J. Z, P6 t" m9 z( \& u Q1 ~
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
0 P; \) |1 q7 E @Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,' H& G+ h6 ^, t# p. Y
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all& J) j0 }# S+ N
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s2 A1 l* o8 k7 ^* S3 Q, Y
option without the consent of the holder, by the payment of an amount in1 u6 n- D1 L0 a
cash for each such share so redeemed of (i) $25.00 together with all declared
, S- ?6 t [ U6 r6 Vand unpaid dividends to the date fixed for redemption in the case of. s- K4 W: T' D& N5 R
redemptions on February 25, 2019 and on February 25 every five years/ W) M# a2 x6 k* F
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to( w# n+ h# L! }; a
the date fixed for redemption in the case of redemptions on any other date
* ?2 {2 U: ^1 Y1 ]1 Don or after February 25, 2014.9 F/ j, S+ t7 A* g. ?# @6 _
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
: Z: L! O% Q& b+ iShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have2 t* u7 C2 X9 a
the right, at their option, to convert, on February 25, 2019 and on
9 P# W* c/ L8 x/ W- DFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any/ t4 D- n+ |4 ~
or all of their Preferred Shares Series 19 into an equal number of Preferred
. J7 N5 q& A) W2 T3 X/ m# YShares Series 18 upon giving to the Bank written notice thereof not earlier
* h/ ?0 r- J# n! Rthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the) |: q8 K6 O9 l: o% }" v
15th day preceding, a Series 19 Conversion Date.
. l7 l* m6 S5 y3 T7 f$ qAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
2 O0 D% F& B7 k9 h& t7 hProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares S1 c5 B4 z! e- Z/ l
Series 18, as the case may be, that there would be outstanding on such) i8 s2 w. v$ z
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19," J* G5 m6 a) f7 S
such remaining number of Preferred Shares Series 19 will automatically be
z O( k; [4 ^+ _6 R, nconverted on such Series 19 Conversion Date into an equal number of: V, g2 ?6 o+ P( P! ?
Preferred Shares Series 18. Additionally, if the Bank determines that, after
# I1 v# v2 P5 Gconversion, there would be outstanding on such Series 19 Conversion Date
0 w; w* D. T6 ]* X3 Yless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares! ]9 H& q$ [; g+ I+ M
Series 19 will be converted into Preferred Shares Series 18.( M8 T0 M/ l4 H( U b& ?% Y1 d
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
0 F* y) b6 M7 k! jSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
9 T$ V, C7 m# ~: Uany meeting of the shareholders of the Bank unless and until the first time at, @9 P4 l7 d; c, ]) o
which the Board of Directors has not declared the whole dividend on the
; Z4 s) V \6 w T/ K t6 t7 hPreferred Shares Series 19 in any quarter. In that event, subject as V7 ?( L& S7 g# r
hereinafter provided, the holders of Preferred Shares Series 19 will be' v; v8 a6 s" Y6 Q1 G7 R' g3 ~
entitled to receive notice of, and to attend, meetings of shareholders at which
7 J# s3 p/ |* |directors of the Bank are to be elected and will be entitled to one vote for, l" T# W! j _) _7 A, _
each Preferred Share Series 19 held. The voting rights of the holders of the! k/ S/ Q0 z) l9 [" u6 H) P
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
8 i |3 V3 p5 \& z- B# R+ D# rthe first dividend on the Preferred Shares Series 19 to which the holders are
c6 S1 w) H& _5 Hentitled thereunder subsequent to the time such voting rights first arose until7 i" E3 S0 x( A
such time as the Bank may again fail to declare the whole dividend on the
3 n/ i" ]% N: _% x/ \Preferred Shares Series 19 in respect of any quarter, in which event such1 `: a- S6 {# s6 K! Y* A( t. r
voting rights will become effective again and so on from time to time.0 f) \& A' B6 S+ W
S-6" g+ w* W7 `$ @4 {! [
Priority: The preferred shares of each series of the Bank will rank on a parity with
) a- I( y& C; M7 h$ V; ^every other series and are entitled to preference over the common shares of
( D/ V+ a# n4 G- F- _the Bank and over any other shares of the Bank ranking junior to the
* q! P1 v" g- _3 v& Fpreferred shares with respect to the payment of dividends and upon any5 B# e/ K2 ?( P4 G1 R) J" X% S
distribution of assets in the event of the liquidation, dissolution or* N7 z/ c' ~. ?, e1 C
winding-up of the Bank.; C4 x. K: U4 [. }- V" Q& D
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
, K( H1 ^& B8 }7 t( i8 ^Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
" U: D# `* y& c% f# w" D3 x. MSeries 18 and Preferred Shares Series 19 will not be required to pay tax on! _* `7 U6 {" s. A) e; n
dividends received on such shares under Part IV.1 of such Act. |
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