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发表于 2008-11-29 16:58
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下面是BMO的:
/ T+ I0 e( z% `. {SUMMARY OF THE OFFERING- c$ y) q; z1 _/ T$ M! p
This 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’’.
( \ ]8 e/ o1 k) UIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18. I& d, h& G$ } T5 t
Amount: $150,000,000 (6,000,000 shares).( y8 p0 M" Q. B9 |. J- [
Price and Yield: $25.00 per share to yield initially 6.50% per annum.0 W R* g( G% w! E" E$ M8 ?1 c+ `/ m. ?
Principal Characteristics of the Preferred Shares Series 18
& K5 P5 c. T l- v2 ~/ N: zDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
/ w8 E8 h7 H2 k' A' h' mnon-cumulative preferential cash dividends, as and when declared by the3 R; W' ?1 N" C7 n: H) O, S g
Board of Directors, subject to the provisions of the Bank Act, for the initial
: T6 B5 z& W$ Cperiod commencing on the closing date and ending on and including) o1 I6 a( U/ f: [# ^
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
! R$ u/ j' `3 D25th day of February, May, August and November in each year, at a rate
8 r0 F8 A% b/ A5 Hequal to $0.40625 per share. The initial dividend, if declared, will be payable9 ?5 P7 n( x( b/ J# M8 x
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
( [; Q- B5 U8 D" kdate of December 11, 2008.
' c5 `" j) M! A' \, L$ x |For each five-year period after the Initial Fixed Rate Period (each, a
$ V3 _/ ?6 I- ~+ z& J0 b( v* _/ q‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
5 M! K6 z0 J c" M6 }Series 18 will be entitled to receive fixed non-cumulative preferential cash* Z8 p' H8 A: F8 O
dividends, as and when declared by the Board of Directors, subject to the
7 |7 i- }6 } Wprovisions of the Bank Act, payable quarterly on the 25th day of February,
( ?* w5 t5 d. o" g8 {& oMay, August and November in each year, in the amount per share per annum
f3 d& D: k( l8 r' ]4 q( Ndetermined by multiplying the Annual Fixed Dividend Rate applicable to' l$ I j% Q- T! ?6 H0 S+ v% l2 _
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
0 H8 u4 G3 |+ A" V- wRate for the ensuing Subsequent Fixed Rate Period will be determined by the) b' T3 w$ n- \3 ~1 r a
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day! D! b* |- r" B" e8 b3 [
of such Subsequent Fixed Rate Period and will be equal to the sum of the
* Z' |! F1 v& ?Government of Canada Yield on the applicable Fixed Rate Calculation Date
8 E4 k' o5 P: f, L( _( Q j2 {! }plus 3.83%.- G- S. N- `+ N9 P% _# n2 i# z
If the Board of Directors does not declare a dividend, or any part thereof, on
/ z) S# d/ t* ~4 c& {the Preferred Shares Series 18 on or before the dividend payment date for a2 {- h8 S5 @! v0 l% ^/ s
particular quarter, then the entitlement of the holders of the Preferred
4 ^# ^ y* O( H# OShares Series 18 to receive such dividend, or to any part thereof, for such
9 S( u7 \8 \$ r* rquarter will be forever extinguished.# w% l6 A# T8 V1 `( N: X- ?
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
& s- R" _6 ?1 Y) r! NSuperintendent and to the provisions described below under ‘‘Details of the
& V" r: l. n1 |: y$ s/ @Offering — Certain Provisions of the Preferred Shares Series 18 as a
& z: k/ `& i. n4 fSeries — Restrictions on Dividends and Retirement of Shares’’, on
, k6 b% b1 Y+ I! G8 k: A B8 kFebruary 25, 2014 and on February 25 every five years thereafter, on not
/ j7 `1 g$ B, Vmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
- X* G2 K- S2 l: w$ bpart of the then outstanding Preferred Shares Series 18, at the Bank’s option7 O( y* t5 c5 P. t' H
without the consent of the holder, by the payment of an amount in cash for
- z9 }7 k3 _1 w9 g9 c- l# U7 V7 Reach such share so redeemed of $25.00 together with all declared and unpaid" z8 r" u1 Y4 G
dividends to the date fixed for redemption.
9 r) V) D+ E, F7 w% jConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic, T7 D6 O; j3 f( T7 f
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
0 U ^2 q* h3 g( @7 E2 dthe right, at their option, to convert, on February 25, 2014 and on
2 C$ d( P& N! nS-48 `2 b8 p1 G# Z9 Z9 S9 i
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
: U3 l4 M* l1 D7 nor all of their Preferred Shares Series 18 into an equal number of Preferred, ^) w! m* b1 t+ S0 _+ P: T
Shares Series 19 upon giving to the Bank notice thereof not earlier than1 [* {0 r" W7 [
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day% l$ M4 B1 P# L" ]/ I) ~
preceding, a Series 18 Conversion Date.
e! x4 ?& c6 H0 e g5 BAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
; q+ \; Z1 `4 l% k$ N: vProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
0 h) V7 P5 D) f4 |! g% |' gSeries 19, as the case may be, that there would be outstanding on such2 f$ {; I$ r3 f1 J0 t8 N& B; V
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
' w$ m' D6 l; g8 Csuch remaining number of Preferred Shares Series 18 will automatically be2 R! c8 I- p5 k' ~
converted on such Series 18 Conversion Date into an equal number of
! I( p7 |! K& a$ ^! M5 Z6 ^Preferred Shares Series 19. Additionally, if the Bank determines that, after4 G" H R& J( ?- i5 b
conversion, there would be outstanding on such Series 18 Conversion Date9 O7 b+ ?4 `6 e5 ]% L8 b" W. a' \
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares- D. v4 l. q, V9 K) ]2 E
Series 18 will be converted into Preferred Shares Series 19.
; F* q& \. \* b# \Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares/ h/ R8 Q( c2 ~4 l+ v$ ?! G
Series 18 will not be entitled as such to receive notice of, attend, or vote at,4 }! b: _9 `& n$ d! h
any meeting of the shareholders of the Bank unless and until the first time at' w7 h# X8 B# R, Z+ i7 Q$ z
which the Board of Directors has not declared the whole dividend on the( T7 _* o9 C1 a. D, Y
Preferred Shares Series 18 in any quarter. In that event, subject as3 A, [8 w5 v7 W" `% T! T* i
hereinafter provided, the holders of Preferred Shares Series 18 will be% k/ Q- T" S( b8 v& I
entitled to receive notice of, and to attend, meetings of shareholders at which5 r" L/ m4 K! Z8 U. |6 f/ N
directors of the Bank are to be elected and will be entitled to one vote for
7 ]6 H' b5 @+ a5 E2 P7 Q6 L. g9 Ueach Preferred Share Series 18 held. The voting rights of the holders of the+ J- O1 Z8 T4 T8 x3 ]1 }3 ^- j
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
" K; j8 Q7 b9 D4 Uthe first dividend on the Preferred Shares Series 18 to which the holders are" E" y" b2 h# L& y6 @( m4 Y: p
entitled thereunder subsequent to the time such voting rights first arose until
! D+ W4 K0 I* K z' F2 y( }' g: C" ~( _such time as the Bank may again fail to declare the whole dividend on the. N) d3 j2 ^8 y
Preferred Shares Series 18 in respect of any quarter, in which event such* @& U7 V) [$ o G. h! e8 x
voting rights will become effective again and so on from time to time.
: ]. l+ e; T4 E- MPrincipal Characteristics of the Preferred Shares Series 199 E7 g2 m4 o; n: n) E2 M- S/ I
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive' \" k: `3 M* n% H, a
floating rate non-cumulative preferential cash dividends, as and when0 G# ? H. d2 T3 k( H! ~# R
declared by the Board of Directors, subject to the provisions of the Bank Act,* x" T& v2 n3 {' D# w
payable quarterly on the 25th day of February, May, August and November5 B2 G) J2 L" e) u5 S
in each year, in the amount per share determined by multiplying the% U0 [# I5 a& v* `; S4 G' t
applicable Quarterly Floating Dividend Rate by $25.00.
' g1 L! y2 r2 v! K9 d% x% m+ ]On the 30th day prior to the commencement of the initial quarterly dividend2 k' r2 b5 F5 f" O: M$ d
period beginning on February 25, 2014, and on the 30th day prior to the first
, [+ A2 V2 w$ b2 p# T) `/ u% a& ~day of each subsequent quarterly dividend period (the initial quarterly7 d4 L9 @0 f+ v
dividend period and each subsequent quarterly dividend period is referred to
- V% I) z/ I5 E7 E' Q% @as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
/ O# M+ j6 ?( n2 o. f3 k# h, u/ M! S$ ]Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
# ?( q' Z% S$ l. I& U9 o2 gPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the O' w0 L' k, o$ A, @
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
& b4 F) `2 B9 `, selapsed in the applicable Quarterly Floating Rate Period divided by 365)
1 H( r3 @8 _0 Y3 U# e/ ? Ldetermined on the 30th day prior to the first day of the applicable Quarterly
. Q. E( y i r/ r7 v1 x8 l y4 ZFloating Rate Period.% `9 |+ `, L' \/ t8 f
S-56 {9 o% t: _9 A6 b
If the Board of Directors does not declare a dividend, or any part thereof, on
' u- [" U$ g( z: Othe Preferred Shares Series 19 on or before the dividend payment date for a0 X1 @. V7 @8 v) h S$ ^7 w
particular quarter, then the entitlement of the holders of the Preferred' \ N( u3 u6 a7 ^3 G7 U
Shares Series 19 to receive such dividend, or to any part thereof, for such! X" f& U+ ^1 o4 P( i; D
quarter will be forever extinguished.
4 g. r; U$ `* s0 HRedemption: Subject to the provisions of the Bank Act and to the prior consent of the) H& U2 q4 B3 e+ u E8 T8 I
Superintendent and to the provisions described below under the heading
6 N& K7 n ~3 Y+ X9 \4 ~* k( W6 X' X‘‘Details of the Offering — Certain Provisions of the Preferred Shares9 Q! m7 F! |7 a- x$ [/ E
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,2 H3 R$ [0 p1 D2 ]9 b! l
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all0 x1 n* B' C- a. t6 u2 q
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s4 n. A; f) Z4 K1 O% {
option without the consent of the holder, by the payment of an amount in
% Q1 g5 z8 c. ?3 E% d3 U, lcash for each such share so redeemed of (i) $25.00 together with all declared
% S. y! F9 h: c2 e; pand unpaid dividends to the date fixed for redemption in the case of
/ Y7 x! J6 w6 t0 N( Iredemptions on February 25, 2019 and on February 25 every five years
5 n7 ^( Q% t$ C3 U# u! K% \# A+ ^: mthereafter, or (ii) $25.50 together with all declared and unpaid dividends to/ R- [) {. b( D8 d" z$ x
the date fixed for redemption in the case of redemptions on any other date
# D3 w6 {, v1 K+ [on or after February 25, 2014.
) Y s. w, P7 l+ Q2 _Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
2 v. I0 q% x) b0 B& F# f. J2 ?4 w4 nShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have- {5 y A. u1 ?, l
the right, at their option, to convert, on February 25, 2019 and on) x) ~2 A" {2 X' Z' d0 V
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any4 ^, n) D( i; j6 u
or all of their Preferred Shares Series 19 into an equal number of Preferred
4 v! d2 o) _- S' a9 ^Shares Series 18 upon giving to the Bank written notice thereof not earlier
/ z+ h- w% t% o3 P5 dthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
, K4 e, }. t! t$ o& W. |1 k15th day preceding, a Series 19 Conversion Date.
. k8 O$ s9 I) I h' r6 BAutomatic Conversion If the Bank determines, after having taken into account all shares tendered& G; e) Y6 ]8 s. o- K* e8 E @; N
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
) T2 O2 O( {; G" xSeries 18, as the case may be, that there would be outstanding on such& k) {* g# }- g* K# r6 X% }1 W
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
' W/ a/ G# x( U; X9 {+ Z8 ^such remaining number of Preferred Shares Series 19 will automatically be
! C+ {( Q- n5 F6 W: a: |& nconverted on such Series 19 Conversion Date into an equal number of. h% z5 v4 d% Y! x" n
Preferred Shares Series 18. Additionally, if the Bank determines that, after
7 O0 i0 f4 q* y+ p1 @+ t8 oconversion, there would be outstanding on such Series 19 Conversion Date
# i1 W) K( B) Xless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares- \6 W+ ?5 {) P3 x0 U* H% o
Series 19 will be converted into Preferred Shares Series 18.
: z* l, Q8 P/ j9 P4 g2 ^5 j- X1 Y) LVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares0 G3 L/ f! r/ t
Series 19 will not be entitled as such to receive notice of, attend, or vote at,0 E" J, |+ }# F7 q
any meeting of the shareholders of the Bank unless and until the first time at
2 x- M2 J( S* o0 \3 wwhich the Board of Directors has not declared the whole dividend on the& x, z4 r% a/ j4 `0 f$ r
Preferred Shares Series 19 in any quarter. In that event, subject as
/ ^. ^" j' D# K* s2 H8 j2 `hereinafter provided, the holders of Preferred Shares Series 19 will be/ x3 x) P$ [! G3 ^& ^) \. @
entitled to receive notice of, and to attend, meetings of shareholders at which9 A1 K: z! {! ^1 V7 Q7 e
directors of the Bank are to be elected and will be entitled to one vote for
0 Z2 V1 @9 |/ _0 R2 T! ~6 y3 leach Preferred Share Series 19 held. The voting rights of the holders of the
0 j8 _' w' n) S6 q' i& S: q5 VPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
2 ^1 i& I8 Z" ethe first dividend on the Preferred Shares Series 19 to which the holders are* Z V# ]/ |1 j- U
entitled thereunder subsequent to the time such voting rights first arose until
! ]3 [# a1 ?. R% z- w0 dsuch time as the Bank may again fail to declare the whole dividend on the
/ J" @) V9 s R( \& m" O# dPreferred Shares Series 19 in respect of any quarter, in which event such6 o9 \4 D c9 c) h6 t! |. l
voting rights will become effective again and so on from time to time.
* m5 E$ H# E3 Z& L6 b- fS-67 v/ _$ [/ U8 Z& k6 v
Priority: The preferred shares of each series of the Bank will rank on a parity with) S+ }1 U4 Y+ c+ z0 l# B
every other series and are entitled to preference over the common shares of
, Q8 O( A/ s. J8 uthe Bank and over any other shares of the Bank ranking junior to the8 p$ c! K0 n B3 X4 W7 ^0 k. L! i
preferred shares with respect to the payment of dividends and upon any
% n6 u, H: L! H4 ~& \# O' q3 J8 wdistribution of assets in the event of the liquidation, dissolution or3 ?% f6 ~; G x- [8 U. X' }6 z
winding-up of the Bank." W5 x3 m T3 H/ T
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under' O+ k7 T+ Q q3 s) H3 ]5 d
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
& b* m7 D* `$ M5 j, W! TSeries 18 and Preferred Shares Series 19 will not be required to pay tax on5 Q J3 c" p( Y5 A5 L
dividends received on such shares under Part IV.1 of such Act. |
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