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发表于 2008-11-29 16:58
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下面是BMO的:
$ Z- m& V* V& T' a# `5 WSUMMARY OF THE OFFERING
: f; p1 m( D7 }0 ^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’’.7 Z! U" N" c6 g- C, H/ }1 I& H8 U
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.* s- u- H4 I, o' |2 b% h/ C
Amount: $150,000,000 (6,000,000 shares)." Z4 E0 P# o, @9 L: t* C
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
- a# i% J, j# l* \5 TPrincipal Characteristics of the Preferred Shares Series 18
, b+ a& [' S0 L+ C: QDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed4 \+ C: {! @. b3 _- u
non-cumulative preferential cash dividends, as and when declared by the
2 P v, o6 t' W2 D& xBoard of Directors, subject to the provisions of the Bank Act, for the initial
: S$ y3 T: j% eperiod commencing on the closing date and ending on and including
' G! d" E8 X( nFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
% i F4 |- ]9 D. h7 R1 i25th day of February, May, August and November in each year, at a rate
' j" [1 O2 f2 C+ S7 z+ Yequal to $0.40625 per share. The initial dividend, if declared, will be payable# v( A. S! q. Q) s; n$ g
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
6 W# D, d4 E+ ~, Q& Q. Q( Udate of December 11, 2008.
7 g+ h& }; n+ `1 Y! iFor each five-year period after the Initial Fixed Rate Period (each, a
1 f: R4 R4 l' h3 e: p D‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares8 e# v$ \; M y) V2 [& S& G, Y* q" B
Series 18 will be entitled to receive fixed non-cumulative preferential cash
; o; N5 f! |% Q4 M" e$ Odividends, as and when declared by the Board of Directors, subject to the
) c; z0 q2 m; m4 Z3 @6 a- }provisions of the Bank Act, payable quarterly on the 25th day of February,
( Z6 B( }7 B! m" U$ ^0 `5 o$ vMay, August and November in each year, in the amount per share per annum
7 q" O$ k# O% Odetermined by multiplying the Annual Fixed Dividend Rate applicable to
3 ^& [/ `9 N8 o& \such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend4 n- l1 y1 C5 I3 b+ P* e3 b
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
, f* u7 V% q" p4 ^+ C# D8 p/ U# }Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day2 ]. G( E0 }$ Z/ A# P
of such Subsequent Fixed Rate Period and will be equal to the sum of the
8 g1 W7 L, Z/ c, QGovernment of Canada Yield on the applicable Fixed Rate Calculation Date2 ^5 d5 W; h0 i! b8 G0 a* R, ^
plus 3.83%.
0 N4 _5 w3 A9 w9 K* u0 ]If the Board of Directors does not declare a dividend, or any part thereof, on& D7 o/ ~" U& Y9 O# U/ B4 e. W
the Preferred Shares Series 18 on or before the dividend payment date for a# x# |$ H; N" W( g9 W+ d
particular quarter, then the entitlement of the holders of the Preferred5 h7 U* p+ f/ |$ u
Shares Series 18 to receive such dividend, or to any part thereof, for such( i, H! ^4 Z: Z4 F* [* ]" E& s' G, u
quarter will be forever extinguished.
7 [$ u8 Y1 y' JRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
0 v. n7 X" p$ p7 k$ U5 z7 lSuperintendent and to the provisions described below under ‘‘Details of the
% H' t+ x7 S& o: k: g: N& m7 ZOffering — Certain Provisions of the Preferred Shares Series 18 as a }& e" L- ]0 q o
Series — Restrictions on Dividends and Retirement of Shares’’, on+ I. ~/ m# L+ H/ N1 a7 |
February 25, 2014 and on February 25 every five years thereafter, on not- W5 k1 v: v7 J9 m9 M8 [& N1 X0 i. I
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any3 b# P9 x+ H" }1 x8 m! O- F: b& Y
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
; [( X% J( |; `( `" Swithout the consent of the holder, by the payment of an amount in cash for7 X/ m6 r/ M3 [6 {: E) B: H2 m0 p
each such share so redeemed of $25.00 together with all declared and unpaid
8 M, m6 u7 |, Q+ ?dividends to the date fixed for redemption.
4 e7 U0 u" n6 e9 t4 V# BConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic* Q: c+ y0 q2 [% d" a$ Q2 E) M
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have+ e8 l3 G+ e7 @4 e( I$ [
the right, at their option, to convert, on February 25, 2014 and on7 G! b7 L; U8 `4 m; Y3 w" @" g& ^
S-4
8 p7 t0 ^, R( w5 d YFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any. |/ N0 r5 ~9 i" W) Q
or all of their Preferred Shares Series 18 into an equal number of Preferred
3 ?4 Z* v0 ~$ k- TShares Series 19 upon giving to the Bank notice thereof not earlier than
. K' Q/ b5 }, Z& q9 w2 r30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day: w% n1 t4 }2 c- J0 t. ^
preceding, a Series 18 Conversion Date.
; L/ J0 e/ F. @% vAutomatic Conversion If the Bank determines, after having taken into account all shares tendered6 `+ G+ s$ \3 c) q6 h" J
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares8 d1 [9 r9 y/ S+ w. p1 G+ y6 s
Series 19, as the case may be, that there would be outstanding on such+ n @8 G/ M, U. K
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
- _8 g( |" Z# }such remaining number of Preferred Shares Series 18 will automatically be" M' m0 O; }# R, q2 f D. w: ~, L3 `
converted on such Series 18 Conversion Date into an equal number of* x! \- `' ?0 f! E% U. W
Preferred Shares Series 19. Additionally, if the Bank determines that, after
1 O2 s% N/ G( W/ W7 H' econversion, there would be outstanding on such Series 18 Conversion Date
/ L5 p! ^% t4 ~4 {( ?less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares) g0 n' ~# U. S5 `
Series 18 will be converted into Preferred Shares Series 19.
: D7 ~4 ~+ R% r7 rVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
6 r9 g" K6 o- L2 N- G- ySeries 18 will not be entitled as such to receive notice of, attend, or vote at,' w' }% ~: U! E8 j1 O/ M0 o x
any meeting of the shareholders of the Bank unless and until the first time at) z- F) ?, T' q
which the Board of Directors has not declared the whole dividend on the1 y u" f* T" J9 s. O) E; p
Preferred Shares Series 18 in any quarter. In that event, subject as
$ X9 ^7 b& T# D' @ @) X: ihereinafter provided, the holders of Preferred Shares Series 18 will be
* @% `/ V+ G; ]7 O* Sentitled to receive notice of, and to attend, meetings of shareholders at which
; F% T& z" L+ E/ x4 J5 Idirectors of the Bank are to be elected and will be entitled to one vote for
. p7 M; J- |+ c) @' m* Xeach Preferred Share Series 18 held. The voting rights of the holders of the
' b9 R- s, C6 R- W: ZPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
; T7 r- }1 ?9 e9 L$ }5 jthe first dividend on the Preferred Shares Series 18 to which the holders are
9 S7 X$ q; D% w3 P- Mentitled thereunder subsequent to the time such voting rights first arose until5 L; L7 k' h3 f0 T' r, r
such time as the Bank may again fail to declare the whole dividend on the% W2 n$ V0 i3 E; C" e9 i$ N5 V
Preferred Shares Series 18 in respect of any quarter, in which event such- g' L4 `$ K7 w- R
voting rights will become effective again and so on from time to time.. X5 m# I) f S' X1 B5 M
Principal Characteristics of the Preferred Shares Series 19
* Q* k, ]) e' I7 F( B& y" wDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
9 N& i2 A3 X0 J N) r: Pfloating rate non-cumulative preferential cash dividends, as and when
& |# C& K) k" o; G; {declared by the Board of Directors, subject to the provisions of the Bank Act,! K$ D. F) Z+ I& B! B+ G
payable quarterly on the 25th day of February, May, August and November C; i5 ?9 V$ y3 M5 n) S
in each year, in the amount per share determined by multiplying the& J: @; R8 K9 z; W, Y7 V# v8 C9 h
applicable Quarterly Floating Dividend Rate by $25.00.+ Y; D8 m$ \# ~' ?% X. h% |# u
On the 30th day prior to the commencement of the initial quarterly dividend
+ m; y. F4 o6 n: Kperiod beginning on February 25, 2014, and on the 30th day prior to the first/ o& n5 H9 O4 i- v
day of each subsequent quarterly dividend period (the initial quarterly7 o# K& ~, \' k8 `
dividend period and each subsequent quarterly dividend period is referred to
; d) E6 o& Y0 H3 j9 n1 \as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
/ ~: t* c: F4 @8 ?' P$ b6 |. pQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
( ?1 R# E( z% ^+ h4 ?Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
- U' m: h w T# L+ K' \T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days1 O$ |/ {( @- V9 j" x, i
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
* @: I, f9 a. Qdetermined on the 30th day prior to the first day of the applicable Quarterly
; l% k- w! O- J' j" b7 Y% v8 yFloating Rate Period.
% q* s" R" \/ i3 r, F! IS-5
5 l( s0 w/ `0 N$ ~/ W* Q1 LIf the Board of Directors does not declare a dividend, or any part thereof, on
) I# I. d. @/ T* Rthe Preferred Shares Series 19 on or before the dividend payment date for a3 L9 x& g' J9 z4 Z$ ^
particular quarter, then the entitlement of the holders of the Preferred
: M$ o, b8 x+ d) JShares Series 19 to receive such dividend, or to any part thereof, for such
; w6 [7 x. x4 aquarter will be forever extinguished.
~: j: b4 F7 z; N4 O' x- RRedemption: Subject to the provisions of the Bank Act and to the prior consent of the9 ~, h9 Y( o& E" X, Z
Superintendent and to the provisions described below under the heading
: _8 S) l/ }# L' t! u‘‘Details of the Offering — Certain Provisions of the Preferred Shares
0 K* ?5 U. L: U$ t5 Z% l0 t4 V( }4 oSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
5 P9 @, k0 {1 z5 H# g: Aon not more than 60 nor less than 30 days’ notice, the Bank may redeem all. h) f& N# {6 e$ q l. y# e
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s/ x: P5 O9 t' l* O5 A4 M
option without the consent of the holder, by the payment of an amount in( c" {) n, Q5 | E. ~" I' q
cash for each such share so redeemed of (i) $25.00 together with all declared
+ Z6 F5 m/ P; v2 d& nand unpaid dividends to the date fixed for redemption in the case of$ T" I; O5 j& d
redemptions on February 25, 2019 and on February 25 every five years
" [3 j7 ^" b5 a3 Y- |thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
+ d/ v% I( J/ V5 h) I! ~4 [the date fixed for redemption in the case of redemptions on any other date0 u# Z0 l' n" B- D! z) [
on or after February 25, 2014.2 o$ H' T/ c# X0 U# M6 O) L
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic* a3 E ^0 R/ r$ N, W" E
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have! D$ A+ O( `+ g* Y
the right, at their option, to convert, on February 25, 2019 and on4 H- Z3 w$ {% c) z5 K+ W8 z9 G
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
8 l* F1 n8 T; V3 O+ R( w, }& @or all of their Preferred Shares Series 19 into an equal number of Preferred
1 ~* Q( I6 q. f2 ~ S& {Shares Series 18 upon giving to the Bank written notice thereof not earlier l! O' K" ^% U4 x+ a8 U+ ]
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
4 s1 F! V) O$ ?3 c, H! Z! x15th day preceding, a Series 19 Conversion Date.
( X' Y; y5 P" U8 f0 `) B6 RAutomatic Conversion If the Bank determines, after having taken into account all shares tendered6 D) D( ~- b- ?' F' D/ q n
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares' e, u k# u! [( Q! B3 x) b! U
Series 18, as the case may be, that there would be outstanding on such6 t' u2 M' N! Q
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
% o9 W* J0 {0 |such remaining number of Preferred Shares Series 19 will automatically be7 g3 d( x4 [* d, q6 J4 o; ?
converted on such Series 19 Conversion Date into an equal number of
7 w# X" l0 m# Y: QPreferred Shares Series 18. Additionally, if the Bank determines that, after
+ p+ x5 ]: t2 c- T& wconversion, there would be outstanding on such Series 19 Conversion Date
6 W6 |# m# L2 z9 ] K+ Gless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares9 P5 f1 S8 R) S3 q S
Series 19 will be converted into Preferred Shares Series 18.
! I' ~ {5 W* p) ]/ }( `/ dVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
$ e2 {0 K$ Y* e! eSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
; f; O$ W3 H* r1 x; E7 W0 Rany meeting of the shareholders of the Bank unless and until the first time at% H- l: y2 r" N6 K* J6 W9 E
which the Board of Directors has not declared the whole dividend on the
* b- L+ j. ~5 M' |& QPreferred Shares Series 19 in any quarter. In that event, subject as
8 V' _. \3 B5 hhereinafter provided, the holders of Preferred Shares Series 19 will be
0 O, ^! i$ J# u. Z( F% Sentitled to receive notice of, and to attend, meetings of shareholders at which3 ^& k3 k# w& D6 M
directors of the Bank are to be elected and will be entitled to one vote for
7 H( i' ^6 L3 ?% U$ deach Preferred Share Series 19 held. The voting rights of the holders of the
9 o/ d; j0 ~: |$ i/ L ~Preferred Shares Series 19 will forthwith cease upon payment by the Bank of- M! k5 {, h0 G( G4 E7 M
the first dividend on the Preferred Shares Series 19 to which the holders are
1 n+ d3 k% @/ g: Gentitled thereunder subsequent to the time such voting rights first arose until
& x% @ o& a h/ A$ Zsuch time as the Bank may again fail to declare the whole dividend on the( Q+ c- `, B6 c) ]) }
Preferred Shares Series 19 in respect of any quarter, in which event such
0 z- c, D+ W" Q5 j; Vvoting rights will become effective again and so on from time to time.
# Q7 }- g3 J# V( |* SS-69 `8 j, b0 |8 Q* f9 V
Priority: The preferred shares of each series of the Bank will rank on a parity with3 n, }4 ]/ s0 r% U0 o: S
every other series and are entitled to preference over the common shares of/ [' e' G$ S- p* b+ f: @% Q
the Bank and over any other shares of the Bank ranking junior to the* Z3 w( v* ^" Z* y) Q
preferred shares with respect to the payment of dividends and upon any$ J- L4 R. N" m
distribution of assets in the event of the liquidation, dissolution or
: L4 I' F% Z8 ]' V9 d, Iwinding-up of the Bank.
8 A7 Z3 k& B8 F3 o! d+ [% nTax on Preferred Share The Bank will elect, in the manner and within the time provided under7 F+ m1 b- D! q& J; Y# Q/ q' z
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
& W+ c' ~3 Z6 o, E. t% k9 i/ eSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
3 m, ?1 ]6 T% G& odividends received on such shares under Part IV.1 of such Act. |
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