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发表于 2008-11-29 16:58
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下面是BMO的:
" ^, _' @8 X) T# b2 n% l9 HSUMMARY OF THE OFFERING
3 f, m4 m% w# xThis 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’’.
7 K( c+ O S$ C1 y) _Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.; {8 f( H6 ]3 M: c4 }
Amount: $150,000,000 (6,000,000 shares).
+ K% K0 o! p+ B X5 k) X+ nPrice and Yield: $25.00 per share to yield initially 6.50% per annum./ l" e* u( q( Q- I
Principal Characteristics of the Preferred Shares Series 180 R2 `- {* P( p" e2 [" K+ }
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
2 w6 l1 t5 h" X* B- ]1 unon-cumulative preferential cash dividends, as and when declared by the/ ^! ]4 }. f) p
Board of Directors, subject to the provisions of the Bank Act, for the initial0 x' o9 R, ~6 w; D2 a7 T
period commencing on the closing date and ending on and including; `0 k$ q [ m
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
2 b+ o7 e) a) Y/ v25th day of February, May, August and November in each year, at a rate
* K8 Q1 u) O, J' r& O4 xequal to $0.40625 per share. The initial dividend, if declared, will be payable0 i' L7 |+ K" w8 t6 ^: c3 a& g6 h& y
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing: n- H3 p/ I4 V$ ~
date of December 11, 2008.8 g3 m* s- A9 E& N
For each five-year period after the Initial Fixed Rate Period (each, a% e \/ j# j7 e
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
, i7 x6 Q p+ V8 v+ ISeries 18 will be entitled to receive fixed non-cumulative preferential cash
. f$ U. I8 w/ \0 T' W; H' idividends, as and when declared by the Board of Directors, subject to the
2 ?3 B' ]) B5 Z2 oprovisions of the Bank Act, payable quarterly on the 25th day of February,
2 Q5 `7 l1 s3 v6 X1 W7 IMay, August and November in each year, in the amount per share per annum. V( z, N/ d5 b/ e" F$ q" u) Q; N( U
determined by multiplying the Annual Fixed Dividend Rate applicable to( F z$ R" k) ~7 t* Y0 r
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
) d& k/ w4 k9 W% SRate for the ensuing Subsequent Fixed Rate Period will be determined by the
w; F c6 O* _8 {) U& OBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day. b$ t- k5 k3 K+ A4 [. c# p" q
of such Subsequent Fixed Rate Period and will be equal to the sum of the
, f+ Y) p7 j# s# aGovernment of Canada Yield on the applicable Fixed Rate Calculation Date+ G- \" R: H0 [ |$ l
plus 3.83%.
+ _( Q. T' r% r* [If the Board of Directors does not declare a dividend, or any part thereof, on
, |* q, V) M6 X* z/ n' pthe Preferred Shares Series 18 on or before the dividend payment date for a
9 P8 u) v$ G% M1 x" h, Z- ~* @: pparticular quarter, then the entitlement of the holders of the Preferred! ]4 O9 c' {4 Q" I+ y
Shares Series 18 to receive such dividend, or to any part thereof, for such
9 k" K8 a1 n9 Gquarter will be forever extinguished.
; y, l! c! F9 _6 Z6 g' p; fRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
8 g5 s2 V5 [) Q1 w, D1 LSuperintendent and to the provisions described below under ‘‘Details of the
. r2 `( F- G+ G/ d0 ~8 c9 @Offering — Certain Provisions of the Preferred Shares Series 18 as a% O O+ _+ Z' f* \1 p' r
Series — Restrictions on Dividends and Retirement of Shares’’, on
* y, C1 V7 j- \0 G8 z# a% [; qFebruary 25, 2014 and on February 25 every five years thereafter, on not
8 m- M, i: n. k# W8 Mmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any+ M, s+ v- J. w5 G
part of the then outstanding Preferred Shares Series 18, at the Bank’s option" S# T: L- V) [5 m4 ] O/ K5 f7 h
without the consent of the holder, by the payment of an amount in cash for( u6 N8 {; Q) B- k; n2 U6 @/ D
each such share so redeemed of $25.00 together with all declared and unpaid
2 H( `" A7 y- y' N2 P- xdividends to the date fixed for redemption.% ? @8 R. K E$ `8 |
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic9 E# F+ F5 m7 z: R
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have5 J$ s- a* i$ L0 M1 j! ]
the right, at their option, to convert, on February 25, 2014 and on) y- r8 r; t$ U9 h
S-4* J# B8 g% x; |0 z) r; ~4 `$ {
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any# k0 k V' D; \( T
or all of their Preferred Shares Series 18 into an equal number of Preferred; n- B1 {& d9 g& `9 I
Shares Series 19 upon giving to the Bank notice thereof not earlier than0 o! S7 U& a: V* k
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day9 U7 Z( R* q U5 O
preceding, a Series 18 Conversion Date.# k# i5 n& }# n3 Z
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
3 u$ M& O. i8 D5 j6 l4 g! R0 N* TProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares/ A4 ?. q; ]+ X- E
Series 19, as the case may be, that there would be outstanding on such) t1 }( q" z4 o! X Y: W
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
' u9 F2 z% b" ~: p9 y* c$ wsuch remaining number of Preferred Shares Series 18 will automatically be" Q4 U/ \3 D0 Z2 y+ s5 M
converted on such Series 18 Conversion Date into an equal number of
: p% z- `1 \( L. {* V, TPreferred Shares Series 19. Additionally, if the Bank determines that, after
; _3 X) w4 F) }; n$ fconversion, there would be outstanding on such Series 18 Conversion Date% P! [" F4 n2 G0 y2 w
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares+ V2 @- e9 t/ I
Series 18 will be converted into Preferred Shares Series 19., ^ x- a6 v N0 N0 O
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares( F0 j( V y" y2 L
Series 18 will not be entitled as such to receive notice of, attend, or vote at," ^8 E" ?' @7 h6 K- f& _
any meeting of the shareholders of the Bank unless and until the first time at1 |/ C/ e+ u: C- u# Y2 w8 ?$ @
which the Board of Directors has not declared the whole dividend on the( Z% r1 n- m9 `& q
Preferred Shares Series 18 in any quarter. In that event, subject as6 p( ~$ ]) I9 J7 d. r
hereinafter provided, the holders of Preferred Shares Series 18 will be
# U& B" f/ A {4 V9 J9 ientitled to receive notice of, and to attend, meetings of shareholders at which( p3 k+ |0 x0 f1 R2 _
directors of the Bank are to be elected and will be entitled to one vote for) p* W% \7 F8 _. O1 n& s/ j
each Preferred Share Series 18 held. The voting rights of the holders of the
" D* R+ H4 X; z7 dPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
0 V j6 ]- \5 f+ uthe first dividend on the Preferred Shares Series 18 to which the holders are( i2 b. g& `( e" X8 l
entitled thereunder subsequent to the time such voting rights first arose until; j) W* i0 t- ]; o" L; d
such time as the Bank may again fail to declare the whole dividend on the
2 z5 k5 i" h; M+ n1 z$ MPreferred Shares Series 18 in respect of any quarter, in which event such& k* u: X: a- Z, _% H, p
voting rights will become effective again and so on from time to time.2 |' B9 W- E! G, x* D' V: l
Principal Characteristics of the Preferred Shares Series 198 i6 T5 b# m4 t
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
4 E6 I6 y7 P- @- }floating rate non-cumulative preferential cash dividends, as and when1 h: E: n: { o+ Z; D ?3 q, T9 h
declared by the Board of Directors, subject to the provisions of the Bank Act,8 T+ n6 I# i6 o, ?6 q% F i! ]
payable quarterly on the 25th day of February, May, August and November5 K/ A& A, b! P" `) h, Q0 q
in each year, in the amount per share determined by multiplying the, m- g: m+ B" \. ~/ I: h: ~
applicable Quarterly Floating Dividend Rate by $25.00.
/ H# |/ }6 w( o* a8 {. c" h. I7 C- k, jOn the 30th day prior to the commencement of the initial quarterly dividend) h6 a+ g' o T2 a1 j# o+ i
period beginning on February 25, 2014, and on the 30th day prior to the first! y# P' T( x8 A1 Q
day of each subsequent quarterly dividend period (the initial quarterly
) O7 w9 ?: q6 ]- y. q5 [5 f" `3 Idividend period and each subsequent quarterly dividend period is referred to3 o1 @9 g9 H% m/ ^& m' v
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the, Q" p, R: C7 M0 |) M8 {
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate. U: X, \/ R9 R
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
. o& d/ {. m( z( UT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days9 } \- s5 q- m5 `7 B/ [
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
O: O( o {) J4 jdetermined on the 30th day prior to the first day of the applicable Quarterly
& S6 b" O6 \4 H# rFloating Rate Period.7 k5 U: B" M, ]) M; @
S-5
' R2 v$ }$ h) mIf the Board of Directors does not declare a dividend, or any part thereof, on
1 ~% j8 Q6 F0 D$ J( h2 @the Preferred Shares Series 19 on or before the dividend payment date for a
& R: x; i" d$ t6 j! [particular quarter, then the entitlement of the holders of the Preferred& u5 x6 d, Z' H! U& E2 S% }
Shares Series 19 to receive such dividend, or to any part thereof, for such
) g) |; \( `3 l2 U% Tquarter will be forever extinguished.
5 W% S0 P# R# X/ ARedemption: Subject to the provisions of the Bank Act and to the prior consent of the2 N# @, M' ~+ O( ~8 I3 ~- ], A$ s
Superintendent and to the provisions described below under the heading
2 F5 O5 L& ]$ @& {# r3 w7 v9 x‘‘Details of the Offering — Certain Provisions of the Preferred Shares
3 H4 o7 r" K* Q( ~& x) t% YSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
3 e3 ?8 ~8 ~, T/ eon not more than 60 nor less than 30 days’ notice, the Bank may redeem all- o8 }9 K, t6 z, U- X& u
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
8 q. ]2 B" i6 x: T7 d2 toption without the consent of the holder, by the payment of an amount in
/ D. l" t' R4 }: M; icash for each such share so redeemed of (i) $25.00 together with all declared9 h& \- b0 c8 P" I& A; g: y6 U
and unpaid dividends to the date fixed for redemption in the case of8 X/ [" n# Q0 `/ [& g
redemptions on February 25, 2019 and on February 25 every five years7 `8 b1 O& O- w) {$ o7 J: S6 L& M
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
1 q) a4 ?: t) N" v* bthe date fixed for redemption in the case of redemptions on any other date
7 p% ]) z! R! C& b) }% }# {% eon or after February 25, 2014.
; x; C* y. y6 u( C) U+ S0 [/ oConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic, j w# @1 ~$ r2 l
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
6 W/ y# J. j" b+ c5 rthe right, at their option, to convert, on February 25, 2019 and on
* l! B# @3 E' {8 tFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
[$ @4 Z/ T4 H% I. Zor all of their Preferred Shares Series 19 into an equal number of Preferred8 g9 P) M4 x/ w8 H
Shares Series 18 upon giving to the Bank written notice thereof not earlier/ J( q! ]- m6 x( j9 b* _
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
, s+ _) b+ I* \2 N( O) ?" Q15th day preceding, a Series 19 Conversion Date.
* d$ G! \: D" ]$ l& C- zAutomatic Conversion If the Bank determines, after having taken into account all shares tendered+ o- h8 z/ s" w2 J" G
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares p0 s: B( }- D
Series 18, as the case may be, that there would be outstanding on such
) Z1 x/ U+ s- D/ ~Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,: R3 l: t2 P) d5 `
such remaining number of Preferred Shares Series 19 will automatically be5 z" A1 I6 c+ y' ?: i, @! |
converted on such Series 19 Conversion Date into an equal number of
# _- i: M* J6 q; ~, q1 q) v# p1 wPreferred Shares Series 18. Additionally, if the Bank determines that, after3 ?: d1 ^- F' r9 Y- m- L# F5 E- i! S
conversion, there would be outstanding on such Series 19 Conversion Date3 I" M6 y' _- U% r; [
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares5 ^/ B+ D9 Z$ B& M8 g) }# F( S
Series 19 will be converted into Preferred Shares Series 18.$ @6 Q7 p: B2 v+ O. h' z
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
" z7 q8 M7 T$ \0 V" V: gSeries 19 will not be entitled as such to receive notice of, attend, or vote at,! `, m* a, _5 H# T* N* C
any meeting of the shareholders of the Bank unless and until the first time at t- k; l- z: H" a7 g+ G f/ b
which the Board of Directors has not declared the whole dividend on the
0 B S+ c; O9 Q8 oPreferred Shares Series 19 in any quarter. In that event, subject as! T7 C9 k; n+ r# D1 R0 l
hereinafter provided, the holders of Preferred Shares Series 19 will be# w8 o( f r! W' `+ g; N* S! S
entitled to receive notice of, and to attend, meetings of shareholders at which: f6 F6 r" n1 {5 ^3 F! L' Z$ u
directors of the Bank are to be elected and will be entitled to one vote for, ?" r: t$ h" d
each Preferred Share Series 19 held. The voting rights of the holders of the1 n. v4 a# N$ ]' j+ ?
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of- I- C% e6 A& g, g% \; H M. ]0 o% f
the first dividend on the Preferred Shares Series 19 to which the holders are
' Z8 p; q6 O, u4 `2 g8 e4 rentitled thereunder subsequent to the time such voting rights first arose until0 ?: }+ ^ F$ o% P& O/ }
such time as the Bank may again fail to declare the whole dividend on the, y# N& Q8 r4 G+ A; O9 G; r6 K( B
Preferred Shares Series 19 in respect of any quarter, in which event such
0 x' S5 N" n, evoting rights will become effective again and so on from time to time./ i7 K& V& |# ?5 Q' A! {+ [
S-6
0 W3 F& ^9 z1 `, X& f4 F7 `( G" RPriority: The preferred shares of each series of the Bank will rank on a parity with# ` G8 a6 A' l
every other series and are entitled to preference over the common shares of* r9 P1 _& Z4 w8 k! u9 K
the Bank and over any other shares of the Bank ranking junior to the4 Q2 q& s: ^! k& p, s
preferred shares with respect to the payment of dividends and upon any- ^1 b9 k: s( b: o4 D) z4 ]9 g
distribution of assets in the event of the liquidation, dissolution or; d) b, d# e: Z8 D
winding-up of the Bank.
. `) v2 n$ t# y lTax on Preferred Share The Bank will elect, in the manner and within the time provided under$ }. Q! t$ a" g( f" u$ o: l) Q7 G
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares$ C$ S' F% ^6 V) M; l/ ^0 I) `' L
Series 18 and Preferred Shares Series 19 will not be required to pay tax on. k8 r. ?) v1 D, m% @' R* n, h
dividends received on such shares under Part IV.1 of such Act. |
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