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发表于 2008-11-29 16:58
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下面是BMO的:
! F# F6 U" ^- c/ p% m% _SUMMARY OF THE OFFERING
8 k x4 \; S: _; g( ~ eThis 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’’.% I9 ?0 n, `3 D& i2 h
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
/ R" }9 f. K/ h! ^% rAmount: $150,000,000 (6,000,000 shares).
0 `% O4 r ^/ w- M& a! D1 iPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
8 O i' ?) W* x0 M" c5 t5 z% uPrincipal Characteristics of the Preferred Shares Series 18
7 {8 u% f( j( [4 a vDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
0 p1 ^ B5 I9 [ b) H [non-cumulative preferential cash dividends, as and when declared by the9 S. Z- O1 W5 _2 d% p3 b
Board of Directors, subject to the provisions of the Bank Act, for the initial
, `+ m& A3 D2 {$ [4 j, |period commencing on the closing date and ending on and including' |# K1 ^9 o. n3 ^
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
9 a6 I) d7 E: _% Z$ n4 Q8 }2 D25th day of February, May, August and November in each year, at a rate
+ U1 U" M. o% f$ Aequal to $0.40625 per share. The initial dividend, if declared, will be payable% L+ {5 r- t" t
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing1 g* g0 P1 |* |0 S/ w F: @
date of December 11, 2008.. Q: Y3 X" v1 Q6 {- _
For each five-year period after the Initial Fixed Rate Period (each, a
2 _* [9 _4 ^; H% L2 o& x0 g6 T' N‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares+ N1 w( o; i3 z+ x
Series 18 will be entitled to receive fixed non-cumulative preferential cash! H9 Z# M, U# l) E d# h* p
dividends, as and when declared by the Board of Directors, subject to the
' m. F, V0 t* e4 @) X/ s( mprovisions of the Bank Act, payable quarterly on the 25th day of February,
p& \3 E, y6 K: h' e/ KMay, August and November in each year, in the amount per share per annum
, \ L! Z, d+ \( Y8 D1 N- S# X/ Rdetermined by multiplying the Annual Fixed Dividend Rate applicable to U3 B# O) K9 [4 {1 R; Q; Z9 n5 P1 D
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend9 t5 _( h( b4 {1 d& e2 N: O m
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the! q; T7 A# [2 i$ i& J
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day$ P( B6 q5 q- c# [: _' M9 T
of such Subsequent Fixed Rate Period and will be equal to the sum of the
, L! I" U, B$ o( LGovernment of Canada Yield on the applicable Fixed Rate Calculation Date* m$ J& S# Q/ r/ e' l
plus 3.83%.9 r4 H0 n# K6 y) o9 y
If the Board of Directors does not declare a dividend, or any part thereof, on; n( @; D. q, w- K- y) U/ Z8 `( M
the Preferred Shares Series 18 on or before the dividend payment date for a8 b, N' O4 Y& [' e. G& C
particular quarter, then the entitlement of the holders of the Preferred
% {* J0 `/ D% [& d7 I' [Shares Series 18 to receive such dividend, or to any part thereof, for such
) {+ r+ ^. C' ^. X: \) p4 q* [! wquarter will be forever extinguished.
* U# K( W6 R. Z; QRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
) L* q% t% d7 |/ hSuperintendent and to the provisions described below under ‘‘Details of the, k" {( R3 {3 x A3 o# D. o+ S# s
Offering — Certain Provisions of the Preferred Shares Series 18 as a2 j1 V# k0 v3 m1 V, H
Series — Restrictions on Dividends and Retirement of Shares’’, on& W- k: r/ _9 Y* L+ _
February 25, 2014 and on February 25 every five years thereafter, on not/ x- C$ `& ~2 v( m V8 I
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any6 m4 g8 f/ x" |
part of the then outstanding Preferred Shares Series 18, at the Bank’s option/ k; `' [6 C; b5 b
without the consent of the holder, by the payment of an amount in cash for2 {' O/ x, w c* ]: i: A' I4 }9 w$ C4 ~& V3 X
each such share so redeemed of $25.00 together with all declared and unpaid& e c F9 o* B3 V
dividends to the date fixed for redemption.1 D& U& o9 X7 y! n# J
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
5 C# m6 p6 K8 p+ J# X7 w9 i+ SShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
0 g$ ]6 @% g, N; v% _6 Hthe right, at their option, to convert, on February 25, 2014 and on9 d% C. {% p5 g m2 `# }* O
S-4
4 B/ a" J! T1 T" a& n$ oFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
) V9 x T8 {0 C5 s) w/ zor all of their Preferred Shares Series 18 into an equal number of Preferred0 |1 w+ E1 g) n
Shares Series 19 upon giving to the Bank notice thereof not earlier than
$ `2 @$ w+ n' l" ]5 c30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
, |& Y" C2 N$ `- Mpreceding, a Series 18 Conversion Date.
* }" x7 `! S4 a/ o, c3 ]Automatic Conversion If the Bank determines, after having taken into account all shares tendered& D6 k+ I. l3 ?
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares) n. f7 r y. Y& ?% R$ N: V( R! x v/ U
Series 19, as the case may be, that there would be outstanding on such
9 {4 L8 q3 S) K, o" t9 P. f2 q) qSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,# {4 I, o9 I3 ^; Y r( [
such remaining number of Preferred Shares Series 18 will automatically be
0 a5 D, U& A4 j% C) V- [converted on such Series 18 Conversion Date into an equal number of5 E& S0 ^- R/ H- E
Preferred Shares Series 19. Additionally, if the Bank determines that, after
. _6 b$ f$ z- n& J% {; Wconversion, there would be outstanding on such Series 18 Conversion Date0 g5 i& c9 A; ?/ Q1 z
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares" D# \" b3 |" A8 ]
Series 18 will be converted into Preferred Shares Series 19./ w6 S+ Y' p8 a
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
5 m: ^- N& R* Z2 f1 r' QSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
% }1 v' q* v5 nany meeting of the shareholders of the Bank unless and until the first time at
( P6 V: [/ p1 ?5 B* {+ E9 Ywhich the Board of Directors has not declared the whole dividend on the
$ l0 ^ z* H ~9 APreferred Shares Series 18 in any quarter. In that event, subject as5 N. U2 _. f/ ^% D; B
hereinafter provided, the holders of Preferred Shares Series 18 will be
' i1 v- S+ Y6 ?/ Q* Pentitled to receive notice of, and to attend, meetings of shareholders at which
% i& G0 [1 o9 u8 x' Ndirectors of the Bank are to be elected and will be entitled to one vote for. F& X& Y; e t. P
each Preferred Share Series 18 held. The voting rights of the holders of the# }$ \4 R/ W. J0 S0 u
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
/ s, a8 e) Z- T( ?: d1 I% gthe first dividend on the Preferred Shares Series 18 to which the holders are# T. t- _4 L1 i! Y
entitled thereunder subsequent to the time such voting rights first arose until
5 i9 F3 L! o# e' Psuch time as the Bank may again fail to declare the whole dividend on the( O- l/ V+ b& R. P; _+ i8 \; b# p
Preferred Shares Series 18 in respect of any quarter, in which event such
0 V V$ ^$ d3 u6 F- Y* wvoting rights will become effective again and so on from time to time.0 ? n5 B; f1 Z5 `6 l- A. A: z% _9 b
Principal Characteristics of the Preferred Shares Series 19
' ]7 R$ M) x3 l" X* E iDividends: The holders of the Preferred Shares Series 19 will be entitled to receive4 L, B) b! P# }. c* V" a4 M
floating rate non-cumulative preferential cash dividends, as and when, L) ~, k8 c9 I q% m- c
declared by the Board of Directors, subject to the provisions of the Bank Act,
- X# e0 {+ `& L, |8 Z) S' spayable quarterly on the 25th day of February, May, August and November
" ~) c8 D9 c1 W9 `in each year, in the amount per share determined by multiplying the. V3 K5 X# \% ]! A4 w. C9 M" t
applicable Quarterly Floating Dividend Rate by $25.00.6 Z1 M% ^! q! q$ g3 r. r
On the 30th day prior to the commencement of the initial quarterly dividend
% r* o* F/ {7 {+ i4 n; _period beginning on February 25, 2014, and on the 30th day prior to the first
& |4 [: w W% x- r2 N ]! \' T7 \+ Rday of each subsequent quarterly dividend period (the initial quarterly
6 [: Z' Y9 q! ^0 z# L7 X1 n0 @) l+ ]dividend period and each subsequent quarterly dividend period is referred to' _ b& `5 J$ g# B$ m
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the3 r$ p; l; o4 h2 d2 a
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate3 q( e( U9 i: S6 U+ T9 B4 }
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the( V. o; F4 F' W# L
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days$ Z- R2 J, g! @
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
8 w& N7 T3 Z" K4 Odetermined on the 30th day prior to the first day of the applicable Quarterly1 J1 w+ {% v" T2 E/ q0 R* {
Floating Rate Period.( b" m) i3 k: r! C! u* j2 w& \' k
S-52 \* V9 ~6 ]: m- K o* g
If the Board of Directors does not declare a dividend, or any part thereof, on
8 s+ L& s( A6 A8 {the Preferred Shares Series 19 on or before the dividend payment date for a
( a1 }# y" R0 Z: P Gparticular quarter, then the entitlement of the holders of the Preferred
) N& @( G; x3 u) S! e- @Shares Series 19 to receive such dividend, or to any part thereof, for such1 r8 K+ P3 L' i* _
quarter will be forever extinguished.
6 Z5 d) y2 O, F( g% ]Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
' R' t9 d, }2 F* Y( v) ]1 }! }Superintendent and to the provisions described below under the heading
: [- K5 N2 x! j‘‘Details of the Offering — Certain Provisions of the Preferred Shares8 P2 n9 j# d$ p/ V6 ~
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
2 t% r+ }, J0 j9 a* S1 d/ ron not more than 60 nor less than 30 days’ notice, the Bank may redeem all+ w, u6 f7 |6 p+ q. z0 k: e* U6 S
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s6 I' g5 G, |! v' O" j1 ^6 e- a
option without the consent of the holder, by the payment of an amount in9 E- z7 J6 P/ Q9 a" X1 m
cash for each such share so redeemed of (i) $25.00 together with all declared
" }7 i9 b* ^: B6 xand unpaid dividends to the date fixed for redemption in the case of Y- T) p0 b1 c0 V E
redemptions on February 25, 2019 and on February 25 every five years4 o4 ^+ `* L: Y- V2 d( |- i
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
+ }$ e! y8 x, z4 x, Y5 fthe date fixed for redemption in the case of redemptions on any other date- h3 r1 D4 t* J4 r* j
on or after February 25, 2014.( r$ V) ^& r( D9 |+ @; z$ g
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic0 _4 ^$ D4 I9 X& ] {: a
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
9 p+ d- K! d4 J, `the right, at their option, to convert, on February 25, 2019 and on$ M& F" \& j) z
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any2 v! _ r" @4 U# g+ U
or all of their Preferred Shares Series 19 into an equal number of Preferred
! G! ]8 I; t( E2 H) \# Q* gShares Series 18 upon giving to the Bank written notice thereof not earlier! F0 R% d( {4 c* b) t; \5 l
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the, ^; U2 ]) s) l4 r6 B
15th day preceding, a Series 19 Conversion Date.
* o' Q, ^/ t9 L* n" r9 C" N- q% q1 hAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
3 a; ?# Q: f" Q0 sProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares1 A1 Q' E7 w3 D# K `# n# z" y! Q
Series 18, as the case may be, that there would be outstanding on such
f5 v8 f4 y# N) l) S9 {Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
( _. a- W) U8 b9 z2 S0 bsuch remaining number of Preferred Shares Series 19 will automatically be8 _0 B2 V- B0 k
converted on such Series 19 Conversion Date into an equal number of* P1 L {! }( p2 F7 c
Preferred Shares Series 18. Additionally, if the Bank determines that, after6 @: v) @' Q- B8 x) e8 q
conversion, there would be outstanding on such Series 19 Conversion Date
9 u, M7 I8 m j- B* kless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
9 a3 E/ R+ N! l2 z. fSeries 19 will be converted into Preferred Shares Series 18.
, d" n( q9 n6 |9 _9 S* L( YVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
9 g) E, z" x2 Q) d1 _Series 19 will not be entitled as such to receive notice of, attend, or vote at,2 E1 p* M6 ]" ?6 C3 m
any meeting of the shareholders of the Bank unless and until the first time at3 p2 n4 X! o/ x3 J" C
which the Board of Directors has not declared the whole dividend on the
; q+ T$ H u$ m, b9 B6 ?Preferred Shares Series 19 in any quarter. In that event, subject as
- {; W. P/ r& z6 fhereinafter provided, the holders of Preferred Shares Series 19 will be
# p) r; J6 T! ~+ R6 l0 @entitled to receive notice of, and to attend, meetings of shareholders at which
% d: b! p* R& Q6 s0 x) Sdirectors of the Bank are to be elected and will be entitled to one vote for
$ u: m& N$ h3 r+ P. P# T' veach Preferred Share Series 19 held. The voting rights of the holders of the
# o3 K% B8 p) B, z/ a9 ePreferred Shares Series 19 will forthwith cease upon payment by the Bank of
+ L2 d( D! a- L9 c% M) t. M! H8 hthe first dividend on the Preferred Shares Series 19 to which the holders are
% `( F! n" o6 b; ?; d# M+ Q0 zentitled thereunder subsequent to the time such voting rights first arose until2 {' o* Q! A0 e) ^- v& F4 c
such time as the Bank may again fail to declare the whole dividend on the0 v& Q8 S8 ~2 J
Preferred Shares Series 19 in respect of any quarter, in which event such7 j) `7 P- a. r# ~* a% m
voting rights will become effective again and so on from time to time.& R, s' s6 i7 l ~* p4 z4 n9 d: r
S-6' f, ~ Y" ]! ?* j: s8 j
Priority: The preferred shares of each series of the Bank will rank on a parity with
5 q3 J( h: S' W. h: J* o4 gevery other series and are entitled to preference over the common shares of8 ^+ m9 a W$ c9 U
the Bank and over any other shares of the Bank ranking junior to the
/ j6 I8 H% u( \' }% n* \: i% ^preferred shares with respect to the payment of dividends and upon any
! g: ^+ z" b3 R6 \) O/ W0 Gdistribution of assets in the event of the liquidation, dissolution or/ x1 ^# G! _ M T5 m9 T% N" c5 n
winding-up of the Bank.* m- e9 X+ H1 W4 U
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
; m- u8 ^# _6 [. f3 [Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
" [7 X, j' m3 _0 ]! H: ^Series 18 and Preferred Shares Series 19 will not be required to pay tax on6 e6 O2 h$ ^5 j6 Q2 V
dividends received on such shares under Part IV.1 of such Act. |
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