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发表于 2008-11-29 16:58
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下面是BMO的:
) _4 Q3 _* C, V+ z4 i+ L; G8 cSUMMARY OF THE OFFERING
# Q M/ H+ l( t6 v9 r/ q: |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 J# u: Y* m& k$ E3 k, R
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
- I# L. z4 {3 c5 U- D7 @! ~Amount: $150,000,000 (6,000,000 shares).
: [2 o+ ^0 ] d# jPrice and Yield: $25.00 per share to yield initially 6.50% per annum." h! ~" s5 N o$ E
Principal Characteristics of the Preferred Shares Series 18
% T3 d7 O. r( a% _( B+ [0 L6 eDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed! @3 e; F' g; ]/ c
non-cumulative preferential cash dividends, as and when declared by the8 w7 T* z- h& M8 P
Board of Directors, subject to the provisions of the Bank Act, for the initial- y! F( O6 M8 X# j
period commencing on the closing date and ending on and including+ `' A: B) s7 |
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
1 G, P2 T7 i* b, h25th day of February, May, August and November in each year, at a rate
4 d- A* W3 G9 P6 r* sequal to $0.40625 per share. The initial dividend, if declared, will be payable
+ q6 t1 J2 U+ ^3 A y5 W$ N9 ^May 25, 2009 and will be $0.73459 per share, based on the anticipated closing J$ s- q1 K9 A7 s. i1 l! k
date of December 11, 2008./ h1 w+ e3 z! F5 K" Z2 |% K% e
For each five-year period after the Initial Fixed Rate Period (each, a
4 U7 J5 k5 a# ?- [, E0 B‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
% Q, E/ C$ X( JSeries 18 will be entitled to receive fixed non-cumulative preferential cash
3 J, _0 H6 f* z# X5 _! Wdividends, as and when declared by the Board of Directors, subject to the
5 H5 x: d S& q2 O( x6 Pprovisions of the Bank Act, payable quarterly on the 25th day of February," v7 M. {( d6 d$ o; c" j
May, August and November in each year, in the amount per share per annum
9 \1 p: D4 G( J) B$ p) Wdetermined by multiplying the Annual Fixed Dividend Rate applicable to
: o3 z! H$ b9 @! O! `5 Isuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
_8 d5 E( I$ B! f' H0 a; ?Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
0 A( o8 n8 X6 P \Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
. T6 V K( I2 P; {1 H2 {of such Subsequent Fixed Rate Period and will be equal to the sum of the
) N2 }" m( |6 IGovernment of Canada Yield on the applicable Fixed Rate Calculation Date' {8 W0 f& D/ k6 }* L
plus 3.83%.0 d% p3 t# u4 @7 v: y
If the Board of Directors does not declare a dividend, or any part thereof, on
% M- Q* F# _7 p4 U) Kthe Preferred Shares Series 18 on or before the dividend payment date for a
! H X& E+ E4 z$ \4 p Wparticular quarter, then the entitlement of the holders of the Preferred5 T5 V9 W3 M, s* J3 f7 ?0 V
Shares Series 18 to receive such dividend, or to any part thereof, for such# e8 F9 \: e0 T* D$ J
quarter will be forever extinguished.
1 ]' }5 q. f9 fRedemption: Subject to the provisions of the Bank Act and to the prior consent of the( X _7 O8 E& B4 [8 G N( V
Superintendent and to the provisions described below under ‘‘Details of the7 \! g+ X6 J( y- Z B
Offering — Certain Provisions of the Preferred Shares Series 18 as a
; f$ e p* F7 z0 {Series — Restrictions on Dividends and Retirement of Shares’’, on
2 o* d8 ?# B8 D# q) e2 B4 LFebruary 25, 2014 and on February 25 every five years thereafter, on not" C+ [4 a+ L. U+ f' D' F( E
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
( P( j( E) o0 h# mpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
2 P G* c$ r# d! H* c0 r) X' Bwithout the consent of the holder, by the payment of an amount in cash for9 }2 S" _' m, X j
each such share so redeemed of $25.00 together with all declared and unpaid
" z% N9 m- i! ~: b) |/ udividends to the date fixed for redemption.
# i$ C' F# m" J- i6 A4 f4 W% z2 l |Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
4 Q4 u* j9 s4 _( {. V) q6 GShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have- ?% [ Q3 g" A3 T+ _
the right, at their option, to convert, on February 25, 2014 and on0 Y% R: x$ [6 W. O6 i7 G5 O
S-4# Y. y1 l: m) q2 u
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
/ ~$ \2 T: H* k$ ]' }. E! f- `or all of their Preferred Shares Series 18 into an equal number of Preferred
x! a1 Z$ F. ]/ `# H) SShares Series 19 upon giving to the Bank notice thereof not earlier than
2 {8 o2 x- I% l) W0 |8 z30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
9 t% K! M0 M) ?9 n( g+ r7 d6 a5 _preceding, a Series 18 Conversion Date.9 U. p, x# [/ s7 ~. F6 L
Automatic Conversion If the Bank determines, after having taken into account all shares tendered) h T1 P6 f7 G. J
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
2 H/ ], y9 v: W! R/ o1 |* l9 jSeries 19, as the case may be, that there would be outstanding on such
' i! @) _9 G& n5 g: `Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18, ]/ ]9 ~. [6 k! m- A" d
such remaining number of Preferred Shares Series 18 will automatically be
' V; i) j" Q# M. z8 m3 J# K' s# h9 nconverted on such Series 18 Conversion Date into an equal number of! ]+ j) F9 o0 O9 v7 ?; m% B: \
Preferred Shares Series 19. Additionally, if the Bank determines that, after' c9 q4 Y* }% ?8 t) g
conversion, there would be outstanding on such Series 18 Conversion Date, g, o6 _3 ?/ s3 z
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares" M& U' e- `# v$ ?0 o2 d- i
Series 18 will be converted into Preferred Shares Series 19.
- X2 A3 P' i9 S+ yVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares2 Y# J! k4 A# F0 }5 s/ k( {
Series 18 will not be entitled as such to receive notice of, attend, or vote at,2 ?8 ]; P/ j8 q
any meeting of the shareholders of the Bank unless and until the first time at. v( ~0 n' Q B
which the Board of Directors has not declared the whole dividend on the* r. b8 \+ K+ c/ E% m& K
Preferred Shares Series 18 in any quarter. In that event, subject as
) p! \$ E% Q6 S5 shereinafter provided, the holders of Preferred Shares Series 18 will be
8 O6 t7 r9 `7 S! j7 ?entitled to receive notice of, and to attend, meetings of shareholders at which/ y0 |- z7 C n1 H) b3 L: T
directors of the Bank are to be elected and will be entitled to one vote for
y) s! T0 Y @& W% [! i" Qeach Preferred Share Series 18 held. The voting rights of the holders of the T( w! Q" u9 W( G- x% ]3 ^! \: I
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of& }0 K* `- j# w' c) ?* _! v
the first dividend on the Preferred Shares Series 18 to which the holders are* x4 i( Z! F9 z+ V- l, H$ u7 @# d
entitled thereunder subsequent to the time such voting rights first arose until
% _) O1 P C% `9 ?such time as the Bank may again fail to declare the whole dividend on the! [( s, Y! }! R& `5 V4 P! l. B
Preferred Shares Series 18 in respect of any quarter, in which event such' q) z ]2 L+ ?3 ?9 {; P$ E
voting rights will become effective again and so on from time to time.
# m/ f3 o. k/ v! _/ HPrincipal Characteristics of the Preferred Shares Series 19
1 A' k, v' \( J5 l; L- ?9 KDividends: The holders of the Preferred Shares Series 19 will be entitled to receive! P5 o* H7 l$ \
floating rate non-cumulative preferential cash dividends, as and when7 F: m2 j9 O# u; z+ F& [
declared by the Board of Directors, subject to the provisions of the Bank Act, ^! o+ n& b, H. c
payable quarterly on the 25th day of February, May, August and November1 o8 P( V0 K% x! L
in each year, in the amount per share determined by multiplying the9 D8 X7 c; e/ q& U
applicable Quarterly Floating Dividend Rate by $25.00.9 r, h3 h+ `2 _) }. L; N
On the 30th day prior to the commencement of the initial quarterly dividend
$ U7 ?) B% h) z& h, jperiod beginning on February 25, 2014, and on the 30th day prior to the first* _; R% ?2 R5 l
day of each subsequent quarterly dividend period (the initial quarterly
; b# B' l7 k! q& C" G" `dividend period and each subsequent quarterly dividend period is referred to
4 x @4 c; ^7 Z/ }, E2 g1 ras a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the, _! L, K: m$ s
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
9 G; t; H) A& W. k3 w: u% P+ GPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
- ^% F) J+ L- J+ V5 r$ wT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
0 v9 @% N+ h; r& E3 C" |: d9 jelapsed in the applicable Quarterly Floating Rate Period divided by 365)
5 a/ @5 R* k" i# f1 Q c6 E" Ydetermined on the 30th day prior to the first day of the applicable Quarterly: C* P* Z4 g; ~% f# C
Floating Rate Period.
: B0 {: O' D/ `5 M! c. TS-5
5 a& J: s4 Z: w" |. S4 c% x, @4 g' kIf the Board of Directors does not declare a dividend, or any part thereof, on5 @. Y, L$ X5 w) }$ D
the Preferred Shares Series 19 on or before the dividend payment date for a4 ~" j2 ~9 w- G' q1 P
particular quarter, then the entitlement of the holders of the Preferred$ ~ C6 A B' m1 J! b; [4 ]4 A
Shares Series 19 to receive such dividend, or to any part thereof, for such* ?2 s9 p, q: L; M
quarter will be forever extinguished.
% Y' T$ g7 b5 \+ zRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
k4 O( ?1 b8 g( }# `Superintendent and to the provisions described below under the heading
# h/ R" C, }; B) b‘‘Details of the Offering — Certain Provisions of the Preferred Shares8 F, f& m: D/ Z. s( O9 j3 w
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
. M, Z' [, `# P3 Xon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
& f6 _' k6 Z5 K+ r: \- Wor any part of the then outstanding Preferred Shares Series 19, at the Bank’s. T0 O6 i; j( K F$ J# u& }
option without the consent of the holder, by the payment of an amount in5 f+ ?4 Y. E+ k
cash for each such share so redeemed of (i) $25.00 together with all declared
. `' \2 U3 {. a4 Uand unpaid dividends to the date fixed for redemption in the case of7 L+ G. l, a6 @5 h( i, @/ ]- D' [
redemptions on February 25, 2019 and on February 25 every five years: U# K% E0 O; \
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
6 z3 U; }* q8 ~the date fixed for redemption in the case of redemptions on any other date6 A% z1 c+ r( B" J
on or after February 25, 2014.3 H0 g# F! J. a
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic- S2 L, \$ f4 ]0 |$ v% c0 T
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have( N' X# }7 O6 s
the right, at their option, to convert, on February 25, 2019 and on9 ?3 y0 p- Z/ V1 F
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
3 B' \; }( {" a: T# y6 D0 Qor all of their Preferred Shares Series 19 into an equal number of Preferred
8 X1 n% J% ^ n( r5 qShares Series 18 upon giving to the Bank written notice thereof not earlier" ~0 _ D& a, |% T, Z) ?
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
" m$ ^7 K% o) n4 C0 i$ {15th day preceding, a Series 19 Conversion Date.
* I% b- M7 \5 E ~& YAutomatic Conversion If the Bank determines, after having taken into account all shares tendered/ g* y# h; L v2 m1 g
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
" j& j% u( ?: q7 q8 `3 ESeries 18, as the case may be, that there would be outstanding on such- q/ E: {3 K9 i
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
! h: k- ^0 a) |4 k8 f9 m% E7 p, J0 asuch remaining number of Preferred Shares Series 19 will automatically be
2 S9 G4 v- Q8 l/ M. M. i) B! Iconverted on such Series 19 Conversion Date into an equal number of: ?) Q& Z* T, u( Y! a' v
Preferred Shares Series 18. Additionally, if the Bank determines that, after
( ~1 m6 _8 q( ?conversion, there would be outstanding on such Series 19 Conversion Date
. P. E7 I* G, Z' R, zless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares/ Q; f3 m3 {$ M5 p$ ]
Series 19 will be converted into Preferred Shares Series 18.( \. i0 L* l0 V, b# p- u
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares4 \: V% L9 o7 T3 [
Series 19 will not be entitled as such to receive notice of, attend, or vote at,0 Z. ^2 H" b2 @, m! S3 q1 s
any meeting of the shareholders of the Bank unless and until the first time at
5 \" `5 |) G$ X. a5 N% j3 R6 Jwhich the Board of Directors has not declared the whole dividend on the! Z- y0 O" X7 q7 J$ F% W
Preferred Shares Series 19 in any quarter. In that event, subject as: k/ ?4 P1 U2 `+ Y0 U% M
hereinafter provided, the holders of Preferred Shares Series 19 will be
: x7 ~/ z- j- X- L- `entitled to receive notice of, and to attend, meetings of shareholders at which
+ ]8 E5 V' P# L& |3 N- j! Ddirectors of the Bank are to be elected and will be entitled to one vote for
: [0 _( h [6 x7 `each Preferred Share Series 19 held. The voting rights of the holders of the
5 f- _# g7 n2 z9 YPreferred Shares Series 19 will forthwith cease upon payment by the Bank of+ ~/ g1 B6 h3 ^' E! X2 I
the first dividend on the Preferred Shares Series 19 to which the holders are$ p0 N- k& }' |- X2 a) ^
entitled thereunder subsequent to the time such voting rights first arose until9 D7 F8 m7 R: W7 e7 q
such time as the Bank may again fail to declare the whole dividend on the
) N/ M+ A; I! w# h5 TPreferred Shares Series 19 in respect of any quarter, in which event such% i9 h; o: V/ a( V+ d
voting rights will become effective again and so on from time to time.
) ]( }% O! e' G5 sS-62 f/ ? l, L: W
Priority: The preferred shares of each series of the Bank will rank on a parity with
+ K5 [9 A/ U1 B. \; }6 V, Eevery other series and are entitled to preference over the common shares of( u4 {% Q7 F' L; T2 s
the Bank and over any other shares of the Bank ranking junior to the
2 [" g3 v5 r) y( B, Q0 I. spreferred shares with respect to the payment of dividends and upon any. g5 x& Y2 M+ c3 m
distribution of assets in the event of the liquidation, dissolution or# r; G% `4 Z2 ~- W
winding-up of the Bank.
( R2 R; \" s2 Y, WTax on Preferred Share The Bank will elect, in the manner and within the time provided under
8 j& U& }- T5 j# M* nDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
5 C5 ?4 K' k6 Z4 j1 r' X5 ESeries 18 and Preferred Shares Series 19 will not be required to pay tax on- d! R/ p" o* R: ? C2 q
dividends received on such shares under Part IV.1 of such Act. |
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