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发表于 2008-11-29 16:58
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下面是BMO的:
, Q/ E4 i3 O! K& s- dSUMMARY OF THE OFFERING
; d1 q# P8 C% [! W. CThis 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’’.
* v( M5 W: Q+ n2 v! KIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.+ b! t1 t8 |- F$ Y5 _) D5 C8 `0 H
Amount: $150,000,000 (6,000,000 shares).$ V# G1 U* O5 N! g
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
9 ?; S$ Y4 a( ]/ @; n0 r* }( SPrincipal Characteristics of the Preferred Shares Series 18/ n( v9 T% H" K1 [* t- R
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed. g( P8 z& j4 M, u0 J% f
non-cumulative preferential cash dividends, as and when declared by the
/ r' f/ O9 }; |, ^+ PBoard of Directors, subject to the provisions of the Bank Act, for the initial2 s' q" F$ Q5 t8 Q- O
period commencing on the closing date and ending on and including5 J6 p5 G$ b1 A9 I) j
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
[7 S7 V+ g$ N& J5 g+ O: d: ^25th day of February, May, August and November in each year, at a rate1 x1 T6 w, V( Y) H; R
equal to $0.40625 per share. The initial dividend, if declared, will be payable3 v% t+ q4 h9 A" g* B r
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
. `1 Z# a# d+ c$ @7 i# |date of December 11, 2008.1 s4 t5 _# w; T
For each five-year period after the Initial Fixed Rate Period (each, a
4 G7 @; d. h6 K8 [# L‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares# j2 p4 P2 Q h/ ]+ T
Series 18 will be entitled to receive fixed non-cumulative preferential cash
4 [3 j8 q; |% X* wdividends, as and when declared by the Board of Directors, subject to the
3 Z* G, e7 W- ^# j1 Pprovisions of the Bank Act, payable quarterly on the 25th day of February, K5 m7 H1 D. `1 K; e
May, August and November in each year, in the amount per share per annum' c1 V+ V; B2 T; `$ N
determined by multiplying the Annual Fixed Dividend Rate applicable to |$ [- h6 j9 \3 d+ N
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend: a% V) ?% P2 h" I& q* c- z
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
4 W( b' l8 R; ~; C2 z; u9 j3 B5 i5 zBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day- s) B! D+ q5 C) Z
of such Subsequent Fixed Rate Period and will be equal to the sum of the
) T$ ]! Q! @& d6 N9 R3 p# T, @Government of Canada Yield on the applicable Fixed Rate Calculation Date
3 K% y: n7 A( O6 { G# x& ]plus 3.83%.6 [7 ]+ c' \2 f, t! O
If the Board of Directors does not declare a dividend, or any part thereof, on
! S! N* N" ^, ?5 `2 k, sthe Preferred Shares Series 18 on or before the dividend payment date for a0 B3 G. G+ e1 g- F
particular quarter, then the entitlement of the holders of the Preferred5 v4 Q# O6 a$ E+ A9 x$ }
Shares Series 18 to receive such dividend, or to any part thereof, for such
. N& v. k: t" D: hquarter will be forever extinguished.
- R2 ]% i9 P" Y- R8 v. BRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
- d7 E# K8 A2 B* [4 n2 X9 pSuperintendent and to the provisions described below under ‘‘Details of the
# i5 S; ]/ s/ ^4 f+ |Offering — Certain Provisions of the Preferred Shares Series 18 as a
, t9 ?2 Z0 D& n- j2 tSeries — Restrictions on Dividends and Retirement of Shares’’, on
- E/ w, V; \" C& m7 W# TFebruary 25, 2014 and on February 25 every five years thereafter, on not
/ K- D, t# x" t% d# Hmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any. s! |; c' ^, D& q# T
part of the then outstanding Preferred Shares Series 18, at the Bank’s option7 I B+ [8 _: t1 B* Q' h
without the consent of the holder, by the payment of an amount in cash for
( @- _) w3 H0 {6 {0 w h, t+ J0 U" A) W& Keach such share so redeemed of $25.00 together with all declared and unpaid1 l" y( N" |+ ?* M5 ~; S% m" W# y/ W
dividends to the date fixed for redemption.
0 r' X9 [' i0 O+ s! H e: _Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic9 C! N g+ n$ L7 f& l0 F ~; \. y
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have0 t. `5 j7 E: T9 D3 ]
the right, at their option, to convert, on February 25, 2014 and on% o* h1 |* m* ]
S-4
e6 z# M$ ^# p5 hFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
9 ? E% n9 A% ?& s" y( M6 O" Wor all of their Preferred Shares Series 18 into an equal number of Preferred
+ p7 K7 W& N$ P1 c- m9 NShares Series 19 upon giving to the Bank notice thereof not earlier than
+ Y6 t- t: g# \1 P! e$ N" B30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day) s: w" V* P7 r H
preceding, a Series 18 Conversion Date.' m' C+ |6 V( Z( X0 R
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
# j. ^ G5 s! D: Q! S n" M4 @' M6 dProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares+ r! @/ }+ h" N; P- j
Series 19, as the case may be, that there would be outstanding on such
# b9 H2 |& D' z8 b dSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,: K8 }' K3 R) p# \( K
such remaining number of Preferred Shares Series 18 will automatically be
@! N, e- ^4 o; _converted on such Series 18 Conversion Date into an equal number of! a" D1 x5 M. `' j% e M4 c, Q
Preferred Shares Series 19. Additionally, if the Bank determines that, after
7 B; n0 ], I( W, H5 z# k$ S& p) qconversion, there would be outstanding on such Series 18 Conversion Date$ I. t+ t% Y1 S& b
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
! p R' q9 j }; q; y8 {! `Series 18 will be converted into Preferred Shares Series 19.
6 S; I5 L# \$ I1 d# h& p3 _, rVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares; `4 g+ q; M1 R* n
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
0 a# N6 k' q2 Rany meeting of the shareholders of the Bank unless and until the first time at
# O0 g% B- G3 b: P7 k9 Owhich the Board of Directors has not declared the whole dividend on the
2 T4 Z4 j- ?0 U+ m' \, P$ |Preferred Shares Series 18 in any quarter. In that event, subject as* ^+ w/ U! P- t: u& n) q9 ]
hereinafter provided, the holders of Preferred Shares Series 18 will be
: T @ n2 b0 ^" rentitled to receive notice of, and to attend, meetings of shareholders at which3 s! r% g$ z- I7 e$ g% }, k
directors of the Bank are to be elected and will be entitled to one vote for
& |! |7 I1 ?* [& S V% V4 reach Preferred Share Series 18 held. The voting rights of the holders of the: ?% S; \+ |0 f, U
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of* v5 m% q( V( U- h$ N1 O2 o
the first dividend on the Preferred Shares Series 18 to which the holders are
% V. \) o, Y7 y# Y* qentitled thereunder subsequent to the time such voting rights first arose until
! q# D. ^6 E/ p ysuch time as the Bank may again fail to declare the whole dividend on the
5 N8 V7 D; y/ qPreferred Shares Series 18 in respect of any quarter, in which event such
3 I4 o% D' K/ w5 `voting rights will become effective again and so on from time to time.
, i7 ~( H, v1 |" P' ?3 YPrincipal Characteristics of the Preferred Shares Series 198 O) L1 ]' Y8 ^+ o; x- o" [
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive5 z1 T5 o- z6 A5 E
floating rate non-cumulative preferential cash dividends, as and when
8 S& }; |* O2 i* s" y2 q3 G8 s Bdeclared by the Board of Directors, subject to the provisions of the Bank Act,
% }* j7 F* ~1 G& p1 Epayable quarterly on the 25th day of February, May, August and November$ J# Z1 J; d. s; R. o/ @& d0 ]
in each year, in the amount per share determined by multiplying the
5 @* g, @; Q6 I2 d5 P! Wapplicable Quarterly Floating Dividend Rate by $25.00.' A( s) r( z* q i% J* E9 a5 F
On the 30th day prior to the commencement of the initial quarterly dividend/ S9 ^; W$ X' P
period beginning on February 25, 2014, and on the 30th day prior to the first
, }% b* v3 T' r ]; F6 Z/ Wday of each subsequent quarterly dividend period (the initial quarterly9 d- b2 a" m" l2 s: F7 B
dividend period and each subsequent quarterly dividend period is referred to
, r! I8 Z' M( g6 V6 `1 Gas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
v/ N, z$ [( F7 W) ^* ?% L0 rQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate- n6 O6 |2 m6 @
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
8 b; H3 l+ {: f& d1 }T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
/ M" c: A2 t+ g: ^$ ?# u5 Lelapsed in the applicable Quarterly Floating Rate Period divided by 365)
6 s2 Y! F/ ]9 F" U! bdetermined on the 30th day prior to the first day of the applicable Quarterly
9 s, } \) d$ K6 E) B( nFloating Rate Period.
% i C- f. z( s; e, [8 n7 Q) ]2 XS-5/ k1 A' f* c( P$ H* r) E# E. R
If the Board of Directors does not declare a dividend, or any part thereof, on
# V' X5 a4 K6 I! wthe Preferred Shares Series 19 on or before the dividend payment date for a2 s' [2 G/ o) R
particular quarter, then the entitlement of the holders of the Preferred2 j( P! Q) ]9 w. z
Shares Series 19 to receive such dividend, or to any part thereof, for such# S) M9 \% P, A0 z
quarter will be forever extinguished.
& U5 m% T: N) r6 F& x& D; h: mRedemption: Subject to the provisions of the Bank Act and to the prior consent of the5 E' l4 x9 ^/ F) H0 i* r- A0 F
Superintendent and to the provisions described below under the heading
/ }' C+ a' S+ ?0 v; m4 f2 u4 V/ N‘‘Details of the Offering — Certain Provisions of the Preferred Shares
4 E8 y% r$ A6 d& _Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,' N y/ H }7 s7 C" H( S
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all% r6 t' M$ G% H% L
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
* l- i0 N2 h6 h9 M* o4 k, u! joption without the consent of the holder, by the payment of an amount in, g+ ~- @3 b' d0 h
cash for each such share so redeemed of (i) $25.00 together with all declared# T' u4 @+ {0 ^* L
and unpaid dividends to the date fixed for redemption in the case of
2 z( Z5 e3 {) _+ c4 Bredemptions on February 25, 2019 and on February 25 every five years
1 D9 H9 W) I/ Z6 q* [" z7 Z+ ethereafter, or (ii) $25.50 together with all declared and unpaid dividends to3 F3 i6 H9 D+ h/ i
the date fixed for redemption in the case of redemptions on any other date
" @3 |# o: e6 ^- k' e* C: \+ eon or after February 25, 2014.3 u) z1 i& E' x/ G" ~; q( i* y
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic k0 g/ m: X6 [: P
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
! E2 s* C( J P+ othe right, at their option, to convert, on February 25, 2019 and on
2 I4 z I+ `! h# y5 v! g @0 QFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any- y0 I# t. u9 o2 x5 s
or all of their Preferred Shares Series 19 into an equal number of Preferred% z" ~8 M1 Y1 M0 n2 B: z, T1 B
Shares Series 18 upon giving to the Bank written notice thereof not earlier) S- o) `$ f6 R
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
$ q8 t! x) Z# h1 ^2 }+ f2 [1 ]' N15th day preceding, a Series 19 Conversion Date.& i, D% `( ?$ z
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
( a$ X" j3 _/ P0 t/ F# CProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares( l, v+ D$ N* q+ k2 I1 o/ D( F. k
Series 18, as the case may be, that there would be outstanding on such
5 w% k$ B S* S o5 R; ZSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
- J. U5 Q' J) L" W3 |such remaining number of Preferred Shares Series 19 will automatically be9 [2 @ n) z& q1 ~2 }
converted on such Series 19 Conversion Date into an equal number of
0 f, i7 Z. w+ M, H# F. GPreferred Shares Series 18. Additionally, if the Bank determines that, after% F8 \9 N0 V$ f
conversion, there would be outstanding on such Series 19 Conversion Date" P6 [( ~) w U3 I+ ^" Z
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
& _9 V: b& M6 w* ]Series 19 will be converted into Preferred Shares Series 18.$ f4 ^+ S9 n6 x4 f7 @$ l/ p
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
# v4 S2 ]9 V1 @% CSeries 19 will not be entitled as such to receive notice of, attend, or vote at,, J' K8 h! D P/ I6 a
any meeting of the shareholders of the Bank unless and until the first time at& g- a% }! h% E6 g
which the Board of Directors has not declared the whole dividend on the
% ?8 w* _; {( N+ i- J$ r9 l2 k: sPreferred Shares Series 19 in any quarter. In that event, subject as
( k8 ]& e+ u8 {$ Ghereinafter provided, the holders of Preferred Shares Series 19 will be
; Y' b5 H* K: f$ |& Q1 E+ Ientitled to receive notice of, and to attend, meetings of shareholders at which2 v! R; }: H, O# J- i1 S- b
directors of the Bank are to be elected and will be entitled to one vote for9 [0 x1 q$ k5 ]% P
each Preferred Share Series 19 held. The voting rights of the holders of the- ^. B, H# t5 t6 i2 T& [6 u+ m
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of; V+ i' q. V* H+ W5 R( T
the first dividend on the Preferred Shares Series 19 to which the holders are
6 x9 c4 S/ O# j B7 G9 O8 v+ kentitled thereunder subsequent to the time such voting rights first arose until* N K) g" F: h9 A& q( w
such time as the Bank may again fail to declare the whole dividend on the
" _# L) F& C# i, ~: OPreferred Shares Series 19 in respect of any quarter, in which event such
+ h7 S; ~1 M2 a/ d: j/ l: b& I0 Vvoting rights will become effective again and so on from time to time.
; N, v% v/ ?8 H' l# w! V+ Q: tS-6
1 N$ n3 o, l: F% z |Priority: The preferred shares of each series of the Bank will rank on a parity with
% N: |$ a- f4 v3 z/ Cevery other series and are entitled to preference over the common shares of
( }. e! @4 V1 | p- O9 Xthe Bank and over any other shares of the Bank ranking junior to the6 g% H$ J- y, v6 H+ `+ Q! y% Z# R
preferred shares with respect to the payment of dividends and upon any
/ n7 f" W! U. x/ |! p$ G8 P1 jdistribution of assets in the event of the liquidation, dissolution or
. E3 g' o% F2 {6 ~3 U" ?" vwinding-up of the Bank.
# q) e+ Q! }9 E6 ]- p2 s8 iTax on Preferred Share The Bank will elect, in the manner and within the time provided under
- C7 C) p; |: b, o6 n, G& rDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares. R, M/ g( G0 C' v9 W- I5 ?
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
# u. {1 m; v9 ?* rdividends received on such shares under Part IV.1 of such Act. |
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