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发表于 2008-11-29 16:58
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下面是BMO的:
$ _( c* t# L2 |, F# D8 NSUMMARY OF THE OFFERING
2 ^8 d3 S1 |/ x$ S `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’’., ~: E0 M% A4 K' p2 @
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
- h, a, f4 L6 r2 R1 r9 l7 |Amount: $150,000,000 (6,000,000 shares).
" M1 n2 Q- S+ b2 GPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
" R0 G* k3 g* ~+ p) c6 m @1 pPrincipal Characteristics of the Preferred Shares Series 18$ B. J. ]$ ], v9 I
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed4 q. Q2 }8 z) i
non-cumulative preferential cash dividends, as and when declared by the F5 {! t( n6 A4 F4 m* T {5 i
Board of Directors, subject to the provisions of the Bank Act, for the initial
0 H! J6 O0 S6 g! }period commencing on the closing date and ending on and including3 t: B- Z' r1 S, C, N2 @: e2 l- y' K
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
; O$ A" L! b! `& R: ?25th day of February, May, August and November in each year, at a rate
* z; _3 ~( g; \- o% k' H$ H$ D+ Wequal to $0.40625 per share. The initial dividend, if declared, will be payable( k) l: K/ f* A/ N0 b. y* W
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
. {1 g% L$ W) }# j% k {7 ~1 S7 ^! Fdate of December 11, 2008.
$ w, S9 z; s; N6 DFor each five-year period after the Initial Fixed Rate Period (each, a
* y, O& Z4 T. p‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
& {/ h2 p" J( BSeries 18 will be entitled to receive fixed non-cumulative preferential cash
4 `) A4 N9 @1 `! |* r, v5 Ddividends, as and when declared by the Board of Directors, subject to the! k0 X. p8 \, K7 |/ B
provisions of the Bank Act, payable quarterly on the 25th day of February,% v, R/ d! }( _( i/ `3 C; f# T
May, August and November in each year, in the amount per share per annum( |1 _/ U# _" |8 @0 W
determined by multiplying the Annual Fixed Dividend Rate applicable to
8 k$ D4 C: a8 p5 g% R! {8 e+ csuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
# q! @# r' O# ~: a: ?. cRate for the ensuing Subsequent Fixed Rate Period will be determined by the8 z: M- [3 h0 w5 \2 L( I
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day8 T9 T% X$ K) V2 f
of such Subsequent Fixed Rate Period and will be equal to the sum of the, D% C7 X9 U% v$ G; c
Government of Canada Yield on the applicable Fixed Rate Calculation Date* k3 @3 x8 F/ w
plus 3.83%.
# F* M% v- i# u4 A* eIf the Board of Directors does not declare a dividend, or any part thereof, on' B" Q: e' E+ h& r2 q5 g
the Preferred Shares Series 18 on or before the dividend payment date for a
6 G- r" R: o! ]& s4 xparticular quarter, then the entitlement of the holders of the Preferred" _- _/ N* u7 G+ c
Shares Series 18 to receive such dividend, or to any part thereof, for such
6 D' s# k7 A& q3 Zquarter will be forever extinguished.4 ~4 G4 o! v9 f4 r
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
2 X b# X8 C+ B' x$ sSuperintendent and to the provisions described below under ‘‘Details of the7 @! S) ~) `. t4 n# C
Offering — Certain Provisions of the Preferred Shares Series 18 as a3 N7 b) M* R# P4 B# c1 h6 K
Series — Restrictions on Dividends and Retirement of Shares’’, on" T1 w) N u g! n/ K8 m: [
February 25, 2014 and on February 25 every five years thereafter, on not
# M2 ^7 [1 N; p X( I/ e+ emore than 60 nor less than 30 days’ notice, the Bank may redeem all or any a- s* k) A/ C2 B- U
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
- w% b" [% h) h# U7 h$ iwithout the consent of the holder, by the payment of an amount in cash for1 h7 M F' x) t* @3 [2 s4 Z6 G2 _. e
each such share so redeemed of $25.00 together with all declared and unpaid
0 w* ~- }5 F1 \! i3 J- Tdividends to the date fixed for redemption.
7 m- [" v1 ^$ F: a4 X) JConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
$ B4 \; P1 I% Q% P( ?4 R3 S- gShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
9 s; ^$ h" R9 d" d6 @! }the right, at their option, to convert, on February 25, 2014 and on: [. g0 @* \( O# c% {/ N. d
S-43 I# m6 ?6 \! Y- r0 i W# U
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any. g* ~6 ~4 L' T- G, h8 Y
or all of their Preferred Shares Series 18 into an equal number of Preferred
7 |3 f I v- M( n) z2 v- pShares Series 19 upon giving to the Bank notice thereof not earlier than) K. k7 H+ i8 {. d/ S% G
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
; b5 E7 Q2 R# U4 Fpreceding, a Series 18 Conversion Date.% _$ W1 ^; F( U) r6 i
Automatic Conversion If the Bank determines, after having taken into account all shares tendered+ D; g, n" F+ a4 Q7 [2 V+ _
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
C. U% W' d# y6 d, uSeries 19, as the case may be, that there would be outstanding on such
# n4 \% P8 B, K# Y/ t$ \1 @$ RSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,. ]9 S, Z6 r( p! s8 k ~0 z4 @
such remaining number of Preferred Shares Series 18 will automatically be
- l3 ~; T! N# _$ n' Q* Qconverted on such Series 18 Conversion Date into an equal number of) b$ B5 r7 r' A" Q M
Preferred Shares Series 19. Additionally, if the Bank determines that, after
4 C |; B0 [" W( u5 D y$ [) |0 k/ Rconversion, there would be outstanding on such Series 18 Conversion Date
2 O9 t! q$ m, C7 t5 F7 ~less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares- ^) B F! e8 W
Series 18 will be converted into Preferred Shares Series 19.
9 y* o; j) j7 ?7 c+ _: IVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
" L6 I8 V1 a% O4 } I" iSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
1 P% C& D" s: i0 e: xany meeting of the shareholders of the Bank unless and until the first time at
( Y2 k! |; Z5 R/ q+ u( Gwhich the Board of Directors has not declared the whole dividend on the
3 s2 N1 a) E! n2 ]0 H" y2 M& gPreferred Shares Series 18 in any quarter. In that event, subject as
2 N* H8 ^9 g, V6 F7 V' |hereinafter provided, the holders of Preferred Shares Series 18 will be/ `: j+ M# P7 ?, r+ Q
entitled to receive notice of, and to attend, meetings of shareholders at which, T: S1 B, ~: C5 x( W0 ~* }8 ^6 [2 P
directors of the Bank are to be elected and will be entitled to one vote for8 m" L& T ?6 o) S
each Preferred Share Series 18 held. The voting rights of the holders of the9 B! \; I0 N/ X3 H4 b7 m
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of) B0 ~% V- u( Z3 J3 z- y* w
the first dividend on the Preferred Shares Series 18 to which the holders are2 h" Z( ]9 D+ t, `
entitled thereunder subsequent to the time such voting rights first arose until
z6 V3 j$ v0 P0 ]9 t0 b! B: wsuch time as the Bank may again fail to declare the whole dividend on the
6 O, q+ Q3 _4 |( DPreferred Shares Series 18 in respect of any quarter, in which event such
4 H5 |" O2 M% b; ivoting rights will become effective again and so on from time to time.
3 B6 ^' Y8 Q2 vPrincipal Characteristics of the Preferred Shares Series 19
. c! Y& {, z' _Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
# x8 w3 X; Q% O/ v" _floating rate non-cumulative preferential cash dividends, as and when! k, J, V9 _* _
declared by the Board of Directors, subject to the provisions of the Bank Act,- n* G4 Q3 x, O) o6 g
payable quarterly on the 25th day of February, May, August and November
5 z8 V/ ~$ V; X" _in each year, in the amount per share determined by multiplying the3 r8 T5 s# u ]1 l0 X
applicable Quarterly Floating Dividend Rate by $25.00.
# E' K1 A4 D1 Q. O( W( A8 @( sOn the 30th day prior to the commencement of the initial quarterly dividend
/ S# o! ?% j" ]( W9 S5 Eperiod beginning on February 25, 2014, and on the 30th day prior to the first
9 y- M$ q: \6 A2 ?& nday of each subsequent quarterly dividend period (the initial quarterly/ g: E* f1 {2 R2 t m; i V ~
dividend period and each subsequent quarterly dividend period is referred to
/ K' `* [# s6 n5 l$ @6 G( K8 C" Zas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the2 U/ k8 ?2 J0 Y4 r9 _
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
- [0 t) h. v" Q. n2 y3 t0 f' LPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the3 R4 {$ l5 @3 Z4 G. c
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
! c. t, i. g. d! L" {4 Uelapsed in the applicable Quarterly Floating Rate Period divided by 365)
' W' E, U" B& F7 K7 Tdetermined on the 30th day prior to the first day of the applicable Quarterly+ q1 b! @) a9 t V4 o
Floating Rate Period.
' ?$ t; @* B1 X! V& yS-5
" j6 u3 |/ q/ v7 b8 v3 N4 L& ZIf the Board of Directors does not declare a dividend, or any part thereof, on
3 v# S6 s. M" T# D5 }$ h" Z" mthe Preferred Shares Series 19 on or before the dividend payment date for a, R' m$ X: [! x9 A5 h8 l* G& M: h. X
particular quarter, then the entitlement of the holders of the Preferred
. r* T D% O# wShares Series 19 to receive such dividend, or to any part thereof, for such
5 w4 A4 k* B5 K2 x* m& l' gquarter will be forever extinguished.% J( Q8 q d) _! e% X1 a
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
: \; X5 T' E- ], A! HSuperintendent and to the provisions described below under the heading
8 ?9 C0 ` j4 w# O1 ]! R‘‘Details of the Offering — Certain Provisions of the Preferred Shares
9 a4 e1 y' U+ r2 X' B" ^: i! ]Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
P, z# [, D% Bon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
' S' s9 D8 U: s6 _$ X8 a9 q& E9 Hor any part of the then outstanding Preferred Shares Series 19, at the Bank’s( ^" {" q6 j6 V/ ~2 D3 w
option without the consent of the holder, by the payment of an amount in
! ?# W! U: g$ Q# m& V3 D% ucash for each such share so redeemed of (i) $25.00 together with all declared
$ i+ _9 r5 z4 e$ H0 Hand unpaid dividends to the date fixed for redemption in the case of
_- Z! m+ L5 N, Z; ]redemptions on February 25, 2019 and on February 25 every five years
& e, P) Y/ `' q' d5 qthereafter, or (ii) $25.50 together with all declared and unpaid dividends to4 W& q C- c3 \+ W; B& H) v4 W8 Q
the date fixed for redemption in the case of redemptions on any other date: [- [8 Y! r; j- q* f
on or after February 25, 2014.
0 a$ c/ Q8 \$ T/ PConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic; n% e7 Z, q5 A8 ^
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have* v+ E, Z# S$ V- s3 G7 b% T# Q
the right, at their option, to convert, on February 25, 2019 and on9 h4 O1 J) e# w* u; p. U6 j
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any* S- g8 b9 T0 L3 c0 m4 v* J6 I' m+ z
or all of their Preferred Shares Series 19 into an equal number of Preferred* Z C) _' K. e3 z4 z. ~
Shares Series 18 upon giving to the Bank written notice thereof not earlier. \* ?! X; b1 x% c5 w- V+ T5 o2 C
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
# h- L# o% N8 x2 N. D15th day preceding, a Series 19 Conversion Date.
: c* x# T0 Y1 ^Automatic Conversion If the Bank determines, after having taken into account all shares tendered' N: R( A8 W$ o4 q- D
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares1 O4 C) g- E7 |- M
Series 18, as the case may be, that there would be outstanding on such
. {: Z2 j2 U3 f9 w) mSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
9 S( J8 B" Q, f. q6 _4 t; Ysuch remaining number of Preferred Shares Series 19 will automatically be
6 q6 N' J6 ~5 y+ y: ?7 ]converted on such Series 19 Conversion Date into an equal number of2 S1 X$ V8 j5 p
Preferred Shares Series 18. Additionally, if the Bank determines that, after6 p- b1 \3 v& o9 B2 h6 O8 a
conversion, there would be outstanding on such Series 19 Conversion Date, s0 g2 M" N% A' E1 n& v8 M. p
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
! e; O0 [# V- e0 }$ i7 [* wSeries 19 will be converted into Preferred Shares Series 18.1 ~" \2 q4 ]- v
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
& }! l: H3 x/ x' t/ F0 ZSeries 19 will not be entitled as such to receive notice of, attend, or vote at,5 ~5 z% d2 i0 b2 W
any meeting of the shareholders of the Bank unless and until the first time at
4 E) W/ b* O* E: k- s3 qwhich the Board of Directors has not declared the whole dividend on the; |5 V1 u. h5 L# [' q
Preferred Shares Series 19 in any quarter. In that event, subject as
1 H+ K; r, S& [' m: @$ ?/ vhereinafter provided, the holders of Preferred Shares Series 19 will be
% I) x( Z0 |; z3 ~& s. v6 kentitled to receive notice of, and to attend, meetings of shareholders at which
! B) e" }: P* ^! p% z4 Udirectors of the Bank are to be elected and will be entitled to one vote for
' s. O0 L+ A+ z8 ?" y4 k( Reach Preferred Share Series 19 held. The voting rights of the holders of the# o4 H# \ v; f
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
+ s+ q# o! l- gthe first dividend on the Preferred Shares Series 19 to which the holders are
7 o+ f& P8 }( c* pentitled thereunder subsequent to the time such voting rights first arose until; S, [% Y- Z2 \' k' ?5 }' p+ b- L
such time as the Bank may again fail to declare the whole dividend on the
, \7 ~3 z! q. s: O- t3 R) J9 CPreferred Shares Series 19 in respect of any quarter, in which event such* c3 z0 |, @# B9 q7 e; L2 V! B u/ \
voting rights will become effective again and so on from time to time.- @9 }' W7 v5 ?- G/ P# O
S-6
# h5 z _. ]# B/ `: }8 [Priority: The preferred shares of each series of the Bank will rank on a parity with
! q0 Z% L9 _. ]7 r, u2 { M8 t, `every other series and are entitled to preference over the common shares of
A) E T/ X9 fthe Bank and over any other shares of the Bank ranking junior to the
6 |) i+ w& h- epreferred shares with respect to the payment of dividends and upon any, F/ D" W; o) r7 M
distribution of assets in the event of the liquidation, dissolution or
, s% G5 w" k4 G. i; ^winding-up of the Bank.7 v4 B( f9 ^- c* W% x" |. t2 J
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under3 D4 Z! u* v/ V6 o2 @6 B
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
, v0 U& Z: y, ?6 N4 o% rSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
g7 P& F; L9 `dividends received on such shares under Part IV.1 of such Act. |
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