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发表于 2008-11-29 16:58
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下面是BMO的:
/ r: g ^% m7 @6 aSUMMARY OF THE OFFERING
( L+ q& Z, m3 I( `$ J' X: yThis 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’’.3 X, d- n7 T' `8 y6 r
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.; `0 i$ E d( _! J+ P
Amount: $150,000,000 (6,000,000 shares).
. o5 o) w3 M pPrice and Yield: $25.00 per share to yield initially 6.50% per annum.% I3 G; f! m' C& F7 _, k% i& ~
Principal Characteristics of the Preferred Shares Series 18
) L* T0 ?1 f! C! HDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed. }9 X6 K$ K- q$ b
non-cumulative preferential cash dividends, as and when declared by the
1 [# L' N# m+ G0 o2 |, r+ ABoard of Directors, subject to the provisions of the Bank Act, for the initial
3 d8 ^" D8 k' E; u) q- \% Nperiod commencing on the closing date and ending on and including
2 h8 L' z9 e: PFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
4 s- C& j( X2 U. c6 n7 E: O25th day of February, May, August and November in each year, at a rate
# J( u' q0 M6 q5 Gequal to $0.40625 per share. The initial dividend, if declared, will be payable' L) R1 X4 c2 _
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
2 D# r5 l1 |; \9 v. D7 ~date of December 11, 2008.
|: I3 G6 J/ I4 `9 vFor each five-year period after the Initial Fixed Rate Period (each, a
3 e0 u* J3 Y; Y9 I! e9 p‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
8 b; _- `3 U3 Y0 O9 e( TSeries 18 will be entitled to receive fixed non-cumulative preferential cash
. i# t5 H+ C7 I! O' n1 {9 tdividends, as and when declared by the Board of Directors, subject to the5 j6 \9 N9 o0 H M8 b& m: _+ V, N
provisions of the Bank Act, payable quarterly on the 25th day of February,
: N# F0 y0 |& }, z4 g" V% ?May, August and November in each year, in the amount per share per annum& I5 {" z; ^: w- @6 V4 W
determined by multiplying the Annual Fixed Dividend Rate applicable to
h2 p- s( Y2 B6 I1 [# \such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
`: o! m$ U1 M6 N! ?, G) _Rate for the ensuing Subsequent Fixed Rate Period will be determined by the; q/ e2 v' p0 [. ~ ?3 }" E
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day- a6 I! D6 a# W2 t' Y" s
of such Subsequent Fixed Rate Period and will be equal to the sum of the
N; L; K/ l* ?( Z& WGovernment of Canada Yield on the applicable Fixed Rate Calculation Date; N, i: J/ e/ `$ T. U) x
plus 3.83%.* D6 G W% P1 P( p& V- b& ?
If the Board of Directors does not declare a dividend, or any part thereof, on; H9 k9 W2 m. Z4 T( i
the Preferred Shares Series 18 on or before the dividend payment date for a
6 t; T7 y, ^- G T& l7 sparticular quarter, then the entitlement of the holders of the Preferred
' F1 K2 e/ i" e) H& V" l. MShares Series 18 to receive such dividend, or to any part thereof, for such1 {& f; W% m3 J' t* d+ }3 O
quarter will be forever extinguished.
3 a. U* ~4 j, b( YRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
% l3 M, J3 E# g. n3 dSuperintendent and to the provisions described below under ‘‘Details of the5 i' \' w1 c/ K: N' d8 t
Offering — Certain Provisions of the Preferred Shares Series 18 as a3 p% W3 \% e( k$ t
Series — Restrictions on Dividends and Retirement of Shares’’, on# n/ o1 e1 Q7 W- h
February 25, 2014 and on February 25 every five years thereafter, on not
( P- U2 N* L3 T4 Pmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any" I i4 `, E1 `( |3 E
part of the then outstanding Preferred Shares Series 18, at the Bank’s option1 N0 E' }6 y) N+ c3 Y% B
without the consent of the holder, by the payment of an amount in cash for
, V. R8 U3 D7 ~4 ?each such share so redeemed of $25.00 together with all declared and unpaid" l- d' K: M$ I1 g" I. P
dividends to the date fixed for redemption.# a; @% U- S" b/ Z
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic' H8 r% `- [, x% c# ]5 a' O' U
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
l8 x- ?) V4 q) D* B) Z/ ~the right, at their option, to convert, on February 25, 2014 and on
8 z3 L! i" S2 H, GS-4, u8 A* R; |, S
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any4 }: k6 w6 u7 |4 c
or all of their Preferred Shares Series 18 into an equal number of Preferred
$ l: a8 L/ m+ G' h9 I- y' ^% s; FShares Series 19 upon giving to the Bank notice thereof not earlier than
5 X: G! ?3 v2 ]30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day. v, B% b$ m0 l, {- c; D
preceding, a Series 18 Conversion Date.* S \+ c: P4 h
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
9 O- E6 l5 I% L2 ^! `Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares0 H7 R5 x2 }: r5 N. U
Series 19, as the case may be, that there would be outstanding on such
8 T" G2 |( Z1 J9 L1 jSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,1 @' l, T" P4 ?) m$ v
such remaining number of Preferred Shares Series 18 will automatically be
5 g& g3 F2 `% B, z$ X4 U. }! fconverted on such Series 18 Conversion Date into an equal number of9 P+ ^( u! q" S( x
Preferred Shares Series 19. Additionally, if the Bank determines that, after
- w ]2 T& L8 e# cconversion, there would be outstanding on such Series 18 Conversion Date; M6 x( X# W# k# g+ K5 H4 `
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
2 q* Z9 w+ A5 _: Q: z ]2 KSeries 18 will be converted into Preferred Shares Series 19.
@: I' G9 g! g& Q$ `Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
0 G2 a) d6 o: T5 Y- [* U8 VSeries 18 will not be entitled as such to receive notice of, attend, or vote at,6 l/ q, r; E- F/ s0 ~& E
any meeting of the shareholders of the Bank unless and until the first time at
: ?$ f r7 z& M( u# B# y6 Y* Q+ owhich the Board of Directors has not declared the whole dividend on the" e& o' n V, j" K* [- E
Preferred Shares Series 18 in any quarter. In that event, subject as3 J2 w" I/ q! g% L
hereinafter provided, the holders of Preferred Shares Series 18 will be$ d4 _, i! b# a: E% C
entitled to receive notice of, and to attend, meetings of shareholders at which: |1 V4 M* m$ Q; }+ D1 E* o% `
directors of the Bank are to be elected and will be entitled to one vote for8 t9 }) b+ }4 C) b$ t# k
each Preferred Share Series 18 held. The voting rights of the holders of the5 X: O# e8 ?- N% K v4 e1 o
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of& J6 f; z2 n0 x8 w6 ~
the first dividend on the Preferred Shares Series 18 to which the holders are2 G' r" ]2 c" @( G& X T8 n8 S4 Z1 }: w
entitled thereunder subsequent to the time such voting rights first arose until4 o1 u+ |6 T X: T ?6 P- X6 N
such time as the Bank may again fail to declare the whole dividend on the+ j; R% J* ]8 A
Preferred Shares Series 18 in respect of any quarter, in which event such
+ j6 x+ j6 K; R7 x" J% kvoting rights will become effective again and so on from time to time.3 { r4 I" A: I8 V
Principal Characteristics of the Preferred Shares Series 19/ w; O% O. l( T
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
$ i( u" g9 k. R) [% I+ R! f+ U* `floating rate non-cumulative preferential cash dividends, as and when
7 r2 n" g J3 u9 m3 z. {declared by the Board of Directors, subject to the provisions of the Bank Act,* u! M. J6 k8 C! i1 F7 [
payable quarterly on the 25th day of February, May, August and November- I) A( M O9 F! ?
in each year, in the amount per share determined by multiplying the
1 @7 }7 J4 m0 C Z+ Uapplicable Quarterly Floating Dividend Rate by $25.00./ D4 N& h, w3 o1 r
On the 30th day prior to the commencement of the initial quarterly dividend( t& L; r6 z2 l6 Y, u8 f. x3 B3 f
period beginning on February 25, 2014, and on the 30th day prior to the first
5 Y" B( t$ D) b- B5 [1 J1 Rday of each subsequent quarterly dividend period (the initial quarterly. @2 a7 Y N, F- V
dividend period and each subsequent quarterly dividend period is referred to
3 i7 n' d; j( j2 \9 Has a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
, A9 F# T- J3 Z0 S6 ^" G' p5 `. }Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate4 `% y" ^7 W+ ?, Q
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
! z, t- c5 p; X7 I% ?0 jT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days- p# [7 a* M# h# A
elapsed in the applicable Quarterly Floating Rate Period divided by 365)* ]) w @: _; R' e7 g
determined on the 30th day prior to the first day of the applicable Quarterly
# e" x' y8 S. X) t: vFloating Rate Period.! z( `# W& H* P7 M: Y
S-5$ x2 ~& |/ N9 Y( f8 k& }
If the Board of Directors does not declare a dividend, or any part thereof, on
$ ^; C& j. ?' m4 F/ dthe Preferred Shares Series 19 on or before the dividend payment date for a
. z. o1 h1 l; \% X; ?1 o, Kparticular quarter, then the entitlement of the holders of the Preferred1 x7 c# } l! E4 Y9 g! h5 u4 E
Shares Series 19 to receive such dividend, or to any part thereof, for such
3 T, o/ E" s4 O, z2 Kquarter will be forever extinguished.( L4 i; _- O4 z5 r& [6 k
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the5 I5 S* M" K3 I/ M
Superintendent and to the provisions described below under the heading
+ R! H9 U% q* Z: `, l" c" h; r‘‘Details of the Offering — Certain Provisions of the Preferred Shares
9 M8 n/ X' I; O, e: _Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
+ R! ~& k& U/ v* X% Y; ]6 q4 Kon not more than 60 nor less than 30 days’ notice, the Bank may redeem all b, b0 y% K1 t0 _3 K# x: Y
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s7 p+ f9 \0 W2 i$ o; m! O" k
option without the consent of the holder, by the payment of an amount in" F F3 c! ^* b, ]2 H# ]
cash for each such share so redeemed of (i) $25.00 together with all declared- b0 J2 C5 e9 g- D! O* G
and unpaid dividends to the date fixed for redemption in the case of
7 z- N1 ^: y/ {2 u& o! `% credemptions on February 25, 2019 and on February 25 every five years0 B& X* v* p9 h' d( W: d
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to5 u' \0 p6 k9 D+ X, e
the date fixed for redemption in the case of redemptions on any other date. a4 r* B: A0 l: U2 M
on or after February 25, 2014.
5 T9 S/ j0 o2 E8 ], h w {3 @% _Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
; ^- T- n! Z# Y' x1 c! _9 h5 X5 A7 IShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have# k6 d' R* R& _) k( J6 `0 T
the right, at their option, to convert, on February 25, 2019 and on- L* L: p6 ?# x; R) S
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any4 Y# T! }- D$ u) F; H2 L
or all of their Preferred Shares Series 19 into an equal number of Preferred
& a5 `2 G6 L% ^Shares Series 18 upon giving to the Bank written notice thereof not earlier2 t$ G0 S0 T, ~1 p' M
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
% z- _1 i3 a* s5 v15th day preceding, a Series 19 Conversion Date.; Y/ r1 I, ]$ r
Automatic Conversion If the Bank determines, after having taken into account all shares tendered- c* r: i' A% a7 ^! r" }- L
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
7 R' G" b3 h3 q1 S8 f* K& O) gSeries 18, as the case may be, that there would be outstanding on such
( a2 F4 S% ]& J0 p% KSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
4 L2 s$ G" z& m( ^! K9 msuch remaining number of Preferred Shares Series 19 will automatically be. `, }7 J; U$ x. [1 m, `
converted on such Series 19 Conversion Date into an equal number of
* e% E# V0 N" G: x W% g8 e, QPreferred Shares Series 18. Additionally, if the Bank determines that, after% R0 u9 f- ]' R
conversion, there would be outstanding on such Series 19 Conversion Date
' `$ A. }6 B* C5 U- Xless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
& [7 q* E' }$ y- V; }8 _) JSeries 19 will be converted into Preferred Shares Series 18.
8 v9 ], j8 t$ ~& Z. `( b5 KVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares( ?( |( K: C% F
Series 19 will not be entitled as such to receive notice of, attend, or vote at,( t E* h9 _& R- p9 R
any meeting of the shareholders of the Bank unless and until the first time at
5 c1 _( r& P o5 w$ wwhich the Board of Directors has not declared the whole dividend on the7 a$ _3 p) n2 T
Preferred Shares Series 19 in any quarter. In that event, subject as
- O% [. g3 C: `% w- Ohereinafter provided, the holders of Preferred Shares Series 19 will be0 o' r, U X- G$ D" l% a& m) L9 B
entitled to receive notice of, and to attend, meetings of shareholders at which
1 F4 K5 o; r! f3 z adirectors of the Bank are to be elected and will be entitled to one vote for
9 O3 Z: J$ M7 E% @5 S: `; M; c# ieach Preferred Share Series 19 held. The voting rights of the holders of the. v( X% K% Y& w* b H" F% E# f9 X( y' p
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of, N3 f" l% l5 Q' X$ b
the first dividend on the Preferred Shares Series 19 to which the holders are
7 s$ A* O+ x. x) nentitled thereunder subsequent to the time such voting rights first arose until) p( W6 _% C, Z% q# A
such time as the Bank may again fail to declare the whole dividend on the
+ u8 N+ d. _3 I9 hPreferred Shares Series 19 in respect of any quarter, in which event such5 \) Y" m/ V2 P! D0 v
voting rights will become effective again and so on from time to time.6 R3 V# ^" Z' W2 S
S-60 o. q4 ], h: _8 E0 U- z- l, a2 b
Priority: The preferred shares of each series of the Bank will rank on a parity with
- c- p/ u; v9 J; Z+ |( F3 X. Aevery other series and are entitled to preference over the common shares of
6 H7 D: e9 M6 uthe Bank and over any other shares of the Bank ranking junior to the; H: t7 ]6 z2 k& U! o- @
preferred shares with respect to the payment of dividends and upon any8 O; E* Z1 u6 h9 X7 `0 O! q a
distribution of assets in the event of the liquidation, dissolution or
) k* Y( |9 i9 owinding-up of the Bank.' |. W2 M' a. T8 E6 C/ P# E& A& [
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
# n- f& O" |; s7 QDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
( v# Y* \9 @1 i6 W9 f1 k9 kSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
9 R. Q4 b/ G: I3 f- ^4 | Hdividends received on such shares under Part IV.1 of such Act. |
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