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发表于 2008-11-29 16:58
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下面是BMO的:
' ~$ {/ L8 W* X/ GSUMMARY OF THE OFFERING
. b0 \8 t% g& S9 O/ pThis 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’’./ E+ o) U9 ^ c# P3 Y
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18." `( f$ P$ D5 ]# v) d7 v/ A& n5 G
Amount: $150,000,000 (6,000,000 shares).
# O& b/ Y. r4 ~2 J: I- l' @Price and Yield: $25.00 per share to yield initially 6.50% per annum.
& I: B, k: O/ MPrincipal Characteristics of the Preferred Shares Series 18
# c. a) L3 e$ n4 ?) i5 a5 N6 d$ iDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed% ^7 z$ G" Y% J+ K- @( q
non-cumulative preferential cash dividends, as and when declared by the
5 L2 I* i9 J6 r. l# Z8 v# B9 RBoard of Directors, subject to the provisions of the Bank Act, for the initial& ~" U: x2 R1 ~1 T- p+ o. a' Y
period commencing on the closing date and ending on and including5 ~1 J# M7 K7 W" v$ K
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
U T* E& y$ f* j$ n. Y1 R25th day of February, May, August and November in each year, at a rate. X% [8 @* f0 `; Q
equal to $0.40625 per share. The initial dividend, if declared, will be payable) r9 W& \0 D; s+ \7 q/ I! m) K
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing( K4 K1 o' M: R Z D0 |2 {
date of December 11, 2008.
4 H3 P& R( Q9 J7 e* vFor each five-year period after the Initial Fixed Rate Period (each, a
- a8 t+ o \; P6 Q1 S% ~‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
1 A) K2 Z- L3 |7 e/ N2 V nSeries 18 will be entitled to receive fixed non-cumulative preferential cash4 W% \6 {* t, g) ]4 R
dividends, as and when declared by the Board of Directors, subject to the
5 [5 |0 e3 q; \provisions of the Bank Act, payable quarterly on the 25th day of February,
4 \. }# j3 T( y% U2 e2 Y) ?3 qMay, August and November in each year, in the amount per share per annum
) \* f' \6 h, [; y1 n; z2 mdetermined by multiplying the Annual Fixed Dividend Rate applicable to+ ]) R& ~) }4 c
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
6 ^/ r: k% K7 ^& H; z- FRate for the ensuing Subsequent Fixed Rate Period will be determined by the
* v7 B* }( Z7 }' L4 bBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day6 g+ f+ A% W+ R+ G5 d
of such Subsequent Fixed Rate Period and will be equal to the sum of the
# U+ R3 d) v* iGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
5 b0 \5 L \- X6 Mplus 3.83%.3 o9 A7 E h. W1 W) y; {1 j
If the Board of Directors does not declare a dividend, or any part thereof, on
- _0 r( ^, u( ] u+ o, t W6 p6 D: ithe Preferred Shares Series 18 on or before the dividend payment date for a
$ _) U6 u- h+ ^7 S' ^ P6 Fparticular quarter, then the entitlement of the holders of the Preferred# l' ^% }2 ]# y7 X2 K2 p7 z1 _
Shares Series 18 to receive such dividend, or to any part thereof, for such
6 D) _# x5 P$ z( _: w2 p6 oquarter will be forever extinguished.
7 e5 e; z! T2 k! f( L+ A3 m# tRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
- D! H1 ^$ y% z3 ]7 G* PSuperintendent and to the provisions described below under ‘‘Details of the* [. Y( ?2 ~$ n( T/ G# I$ B! y$ W% B
Offering — Certain Provisions of the Preferred Shares Series 18 as a
5 w+ O8 @7 j8 u, w/ @Series — Restrictions on Dividends and Retirement of Shares’’, on: U# F6 o5 W5 A7 Z
February 25, 2014 and on February 25 every five years thereafter, on not
9 G; |1 H0 q2 k9 }% p# {more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
# w! ]! s7 b& ?7 u8 V9 S4 e- Cpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
0 {% L8 u% q# S% Swithout the consent of the holder, by the payment of an amount in cash for! s2 B# y! x& H+ ~
each such share so redeemed of $25.00 together with all declared and unpaid
_7 V* l7 [. ^. L$ A& Wdividends to the date fixed for redemption.
4 u/ B, L3 x# y5 R% d# Y4 wConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
7 Q/ S6 f% g$ H1 l6 I% T; k3 N% ZShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
( y$ K7 N) M Gthe right, at their option, to convert, on February 25, 2014 and on3 V: w2 s3 s4 J, c4 D: W8 F
S-4
: a o( {5 C u/ {) hFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any! @( O" x3 }; a8 D6 `8 R
or all of their Preferred Shares Series 18 into an equal number of Preferred( a7 y$ b8 l# O$ H8 p
Shares Series 19 upon giving to the Bank notice thereof not earlier than
: i. }% w( f: Y( F: ]. q& E6 t30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
# n# \! J' Y1 e" k) Zpreceding, a Series 18 Conversion Date.
4 c8 L" | d. }& O# ?, c1 EAutomatic Conversion If the Bank determines, after having taken into account all shares tendered: {+ e3 K0 \# X* u F
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares/ z: G4 r2 C, }% Q
Series 19, as the case may be, that there would be outstanding on such
3 a" G. K5 e& R0 gSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
* t$ ~. S( k; S0 c0 _5 b; Qsuch remaining number of Preferred Shares Series 18 will automatically be* a8 D" l9 p3 E. i
converted on such Series 18 Conversion Date into an equal number of, h1 m; e* i, Q$ E. A7 i( V- a/ }
Preferred Shares Series 19. Additionally, if the Bank determines that, after5 G' i" ~0 t- B X. R; V
conversion, there would be outstanding on such Series 18 Conversion Date
# N- {8 v' O6 n- J$ o% X8 J0 Fless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
6 i* Q2 i. _* T' H. W% `% eSeries 18 will be converted into Preferred Shares Series 19.4 ^7 q$ F* s$ R" J; a t& F0 K, R
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
; Q& n- e- i6 w& d. mSeries 18 will not be entitled as such to receive notice of, attend, or vote at,9 V: D% r2 W& D" H! a
any meeting of the shareholders of the Bank unless and until the first time at
# P) q. t: d. W c6 c0 R. Lwhich the Board of Directors has not declared the whole dividend on the" O; \4 D1 d* ~: K; N
Preferred Shares Series 18 in any quarter. In that event, subject as/ @* ~( ?3 o9 s/ {- |+ j
hereinafter provided, the holders of Preferred Shares Series 18 will be
( m7 z- x3 [* z9 m/ Sentitled to receive notice of, and to attend, meetings of shareholders at which
. C+ }+ m3 d" y$ B+ L) y8 vdirectors of the Bank are to be elected and will be entitled to one vote for
& @' U+ w! {* M$ o! Y4 Oeach Preferred Share Series 18 held. The voting rights of the holders of the
8 Q0 J% [- {0 c) P! n7 aPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
3 A( W3 w' O* F6 ?/ f+ ?the first dividend on the Preferred Shares Series 18 to which the holders are+ x6 V- L1 {# D& N2 b2 R: z+ {
entitled thereunder subsequent to the time such voting rights first arose until
9 ^6 }# P% `8 A' D/ i; A0 esuch time as the Bank may again fail to declare the whole dividend on the& a# @4 y: ]) P5 a
Preferred Shares Series 18 in respect of any quarter, in which event such4 O; @1 i; n, K1 k
voting rights will become effective again and so on from time to time.
: B1 l8 |; b0 ~* s& UPrincipal Characteristics of the Preferred Shares Series 19( C9 |$ Q3 x& o' L
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
* L6 }# ^! Z/ d# e# t; N) B& O# Ofloating rate non-cumulative preferential cash dividends, as and when
& s9 x5 j+ B/ vdeclared by the Board of Directors, subject to the provisions of the Bank Act,
# I" u8 v! X5 w& K& q' i |2 Hpayable quarterly on the 25th day of February, May, August and November
# k$ l0 _9 Q4 {1 ~* Din each year, in the amount per share determined by multiplying the7 B- f4 F: L. i2 v7 G
applicable Quarterly Floating Dividend Rate by $25.00.4 `5 u1 A8 W3 K& P. r/ G ?
On the 30th day prior to the commencement of the initial quarterly dividend
1 J& I! p& ?# n7 Mperiod beginning on February 25, 2014, and on the 30th day prior to the first( V6 f) H" u# Q
day of each subsequent quarterly dividend period (the initial quarterly+ r* [& R: F N3 W
dividend period and each subsequent quarterly dividend period is referred to+ S* |, `0 n1 a( d3 V
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
7 b, x! C- y W- w* p- a* dQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
. A" R) @9 M( zPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the6 ?, B5 x1 a& r3 l' L7 G
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days9 G# k6 z% b4 Y( O9 s
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
( O/ h1 t" [ h, {determined on the 30th day prior to the first day of the applicable Quarterly5 l' r( o4 W. E6 Z& o+ D/ Z
Floating Rate Period.& R' d$ i7 C5 _2 O& B3 \+ `; x
S-5
* j9 d- U# h, y! |If the Board of Directors does not declare a dividend, or any part thereof, on$ ?1 K+ e$ g& {& K& E. H
the Preferred Shares Series 19 on or before the dividend payment date for a0 F& T. o7 O. ]
particular quarter, then the entitlement of the holders of the Preferred, i1 o, ]% F! _0 p
Shares Series 19 to receive such dividend, or to any part thereof, for such# Y# q! O) g7 W4 Y% y
quarter will be forever extinguished.# g1 G; ] H; k" |
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the5 ^: d* b9 [ y: j4 a* ?
Superintendent and to the provisions described below under the heading% V1 w, c3 Q( A3 G( u
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
9 n. r% Z6 S- N- h# rSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
; j$ r9 I% \/ h7 q4 Mon not more than 60 nor less than 30 days’ notice, the Bank may redeem all# m- C+ X9 n1 @2 Y0 R5 j, G
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
+ D* k3 Y P$ l1 j) ~1 s% aoption without the consent of the holder, by the payment of an amount in
1 O+ W8 {% E7 W1 J5 [' B* Ycash for each such share so redeemed of (i) $25.00 together with all declared
. Z0 n: _ S8 {and unpaid dividends to the date fixed for redemption in the case of& \: s+ W2 a' i& V
redemptions on February 25, 2019 and on February 25 every five years
; X" ?1 |% y* I& Z' [thereafter, or (ii) $25.50 together with all declared and unpaid dividends to3 r+ ~- L6 D% O8 l( {
the date fixed for redemption in the case of redemptions on any other date
+ G; {9 Z/ l" A3 i6 a- Ion or after February 25, 2014." J+ A; h, H' w w1 T7 ^/ r
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
; D6 V2 i$ W% L- e; FShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
0 z7 }2 P0 g9 w3 M* Lthe right, at their option, to convert, on February 25, 2019 and on
( c5 ^$ A% R0 h$ E3 b" s6 y! cFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any' t# N* B, h* r$ S% {1 |$ k9 D
or all of their Preferred Shares Series 19 into an equal number of Preferred
4 u2 S2 k* L; oShares Series 18 upon giving to the Bank written notice thereof not earlier
/ s6 s+ E( b7 d! t) \9 ^8 bthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
+ a; s( ~; d- G% \: V15th day preceding, a Series 19 Conversion Date.
# ^( O# [* K$ ]- [/ F+ z, a! H+ `Automatic Conversion If the Bank determines, after having taken into account all shares tendered
2 P) i1 q- J5 Q- nProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
% U# E( z, {1 P7 hSeries 18, as the case may be, that there would be outstanding on such
6 _$ n3 j1 S- }: a( B4 o; ~* QSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
" b0 G0 Z7 o7 D. |, @# Ssuch remaining number of Preferred Shares Series 19 will automatically be# w" x g' g" c& W
converted on such Series 19 Conversion Date into an equal number of+ z6 n. q& `# ]1 D" M- x; K4 c
Preferred Shares Series 18. Additionally, if the Bank determines that, after
D( u5 q7 P! c! B- N$ p% Gconversion, there would be outstanding on such Series 19 Conversion Date
& X/ w4 p3 x/ [; \8 R% Uless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares& Y- s* y+ i. p, u$ X" m: w6 `/ L
Series 19 will be converted into Preferred Shares Series 18.
5 t7 w% A# l V( ^# TVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
/ v$ t2 K+ x/ f" `Series 19 will not be entitled as such to receive notice of, attend, or vote at,
2 ^3 \# f1 f! f' x& S! I3 y+ T' m( `any meeting of the shareholders of the Bank unless and until the first time at
5 s& [6 _5 E9 F2 y0 w! Uwhich the Board of Directors has not declared the whole dividend on the
& @9 F. r3 \! V5 Q2 f( c1 \Preferred Shares Series 19 in any quarter. In that event, subject as% c9 H1 @# r9 L/ J: N
hereinafter provided, the holders of Preferred Shares Series 19 will be
$ p m- M0 @5 O9 b: [+ e! f! Mentitled to receive notice of, and to attend, meetings of shareholders at which! J q: T$ ?/ F- X& Y' b
directors of the Bank are to be elected and will be entitled to one vote for3 I& Q L2 ~! t8 Q9 H, o: d
each Preferred Share Series 19 held. The voting rights of the holders of the
: e* s K9 r5 ?. w+ H& ?) |Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
3 N1 w& I `- ~1 s2 f! ^4 K! Hthe first dividend on the Preferred Shares Series 19 to which the holders are0 f6 N' w' R4 r) O+ r
entitled thereunder subsequent to the time such voting rights first arose until
& \# D; J7 Y/ O1 |' l+ e3 Rsuch time as the Bank may again fail to declare the whole dividend on the
# o3 j$ F$ A& R2 S9 T5 L: S5 HPreferred Shares Series 19 in respect of any quarter, in which event such5 O- r5 z7 p# e5 {
voting rights will become effective again and so on from time to time.; V& L" |$ o4 z# G" o6 b
S-6
1 f0 h2 k( K; O0 S- nPriority: The preferred shares of each series of the Bank will rank on a parity with3 h# V# @' a- T6 e) L
every other series and are entitled to preference over the common shares of7 E- ~* z$ O" Q7 ?. ~" g# M6 c2 F
the Bank and over any other shares of the Bank ranking junior to the
& T" x0 a! U1 @; l! lpreferred shares with respect to the payment of dividends and upon any
: l- o, C; K9 M1 p0 @distribution of assets in the event of the liquidation, dissolution or
7 X" H" ?8 k* y3 C+ n3 U0 _- awinding-up of the Bank.
0 M6 F, F7 Y z: M$ V- f2 xTax on Preferred Share The Bank will elect, in the manner and within the time provided under5 `/ [/ V3 I3 p) y6 M; x
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
* B+ n3 i( I, f$ w4 w1 Q( ESeries 18 and Preferred Shares Series 19 will not be required to pay tax on
" _1 X! K- c' Y4 F. Mdividends received on such shares under Part IV.1 of such Act. |
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