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发表于 2008-11-29 16:58
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下面是BMO的:
b- C/ q1 Y9 R3 S+ Y* ]- p, K4 zSUMMARY OF THE OFFERING
, r8 ?% v- H$ x( P+ 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’’.7 X) P" ?# M. o8 @! g
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.# x2 I! Q1 I& W" }5 s* z; g) }8 G
Amount: $150,000,000 (6,000,000 shares).
, ?) n% ]- F& {9 Y. e- iPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
6 g2 y u3 F8 cPrincipal Characteristics of the Preferred Shares Series 186 N2 ~& _1 w% V% p
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
3 D5 i/ c7 o4 O: e% Znon-cumulative preferential cash dividends, as and when declared by the8 u( I$ x ]% l! \% _+ z. e& w( W
Board of Directors, subject to the provisions of the Bank Act, for the initial
" Z4 I/ V* b7 k& m. A4 uperiod commencing on the closing date and ending on and including
0 V) F; K, a( z' s% s7 \8 gFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
/ J0 B" p/ x3 ` Q25th day of February, May, August and November in each year, at a rate# W( ~: p. Z: K( ~6 _3 P7 v) a
equal to $0.40625 per share. The initial dividend, if declared, will be payable7 e1 W% I( T, h( x
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
0 @+ w0 a' _: r3 x5 f \3 }* ndate of December 11, 2008." T8 U* G/ j4 T$ y- j) Y8 `$ J
For each five-year period after the Initial Fixed Rate Period (each, a
8 d; U$ G8 Z! d8 P‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares4 N' ^& ]$ c" W
Series 18 will be entitled to receive fixed non-cumulative preferential cash0 q8 L. h2 R' ~! N7 f
dividends, as and when declared by the Board of Directors, subject to the) R, J$ ?5 U$ J- Q' o
provisions of the Bank Act, payable quarterly on the 25th day of February,
# A( G/ Y9 `: d. O6 xMay, August and November in each year, in the amount per share per annum
/ D1 o0 b1 A0 R6 A$ X# B/ ^, l! ]determined by multiplying the Annual Fixed Dividend Rate applicable to
( g9 Y! N3 I& c/ B5 v5 z4 M/ g) `such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
P# j) }4 x: FRate for the ensuing Subsequent Fixed Rate Period will be determined by the
; L& P' [. `! L2 _. U4 TBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
# H- h4 ~0 d! wof such Subsequent Fixed Rate Period and will be equal to the sum of the5 @! v+ M; O: K9 n! @' b
Government of Canada Yield on the applicable Fixed Rate Calculation Date
+ C& z4 S: p( t% L8 X7 |- Wplus 3.83%.
8 A3 F- \4 [2 ^5 a2 E8 ]If the Board of Directors does not declare a dividend, or any part thereof, on
: Z& K: ~2 U9 r8 B- q( z/ ?- xthe Preferred Shares Series 18 on or before the dividend payment date for a
4 g4 B0 v" ?# _5 ^ H" t, qparticular quarter, then the entitlement of the holders of the Preferred
2 k% ^9 ~) s# |/ |5 z* kShares Series 18 to receive such dividend, or to any part thereof, for such, c9 s9 M& f. k0 g5 ?
quarter will be forever extinguished., H0 [. r3 j2 k/ }, r4 \- c; N$ g
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the2 i. H$ ]2 b/ i' f9 T" T
Superintendent and to the provisions described below under ‘‘Details of the
4 X4 H5 _! Z3 }Offering — Certain Provisions of the Preferred Shares Series 18 as a* X6 Z u- z& Z8 v' k
Series — Restrictions on Dividends and Retirement of Shares’’, on
, e8 e& d/ S& F0 Q0 w; M3 ?$ ZFebruary 25, 2014 and on February 25 every five years thereafter, on not
$ f K& m# h: W2 x( N9 ` F7 vmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any- `. N# @' E- p9 g6 c! z
part of the then outstanding Preferred Shares Series 18, at the Bank’s option0 L( d1 N4 {7 g6 C; A! x, A, `5 \
without the consent of the holder, by the payment of an amount in cash for
! m% G& d6 [" ~each such share so redeemed of $25.00 together with all declared and unpaid5 g: r* S1 K, m7 S
dividends to the date fixed for redemption./ m/ F1 D; Y2 e. A! x8 s+ z
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
' B. v/ G! ], m% H, [Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have) y1 [' z( u/ r% ?
the right, at their option, to convert, on February 25, 2014 and on
5 z/ g N8 S* y2 ?S-4
5 i1 _% o' q {) |( KFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
F; Q7 n; i2 k; g) R5 N5 X! uor all of their Preferred Shares Series 18 into an equal number of Preferred
% H$ |* O4 u, }1 ?8 }2 z+ tShares Series 19 upon giving to the Bank notice thereof not earlier than
" o: i* s2 \/ V6 C w3 Z( M4 M# r30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day2 e" R2 y& m4 D/ D) d
preceding, a Series 18 Conversion Date.
7 e1 W; q6 }6 B. t, @Automatic Conversion If the Bank determines, after having taken into account all shares tendered
/ Y( p, u( L/ W0 _Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
: p2 K" t( E7 W8 VSeries 19, as the case may be, that there would be outstanding on such) S7 a# W5 N! m6 C
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
* H+ C3 x4 S; v& ?- z0 l; f: xsuch remaining number of Preferred Shares Series 18 will automatically be
9 a+ K( e0 {+ U9 X6 p E! ]8 _converted on such Series 18 Conversion Date into an equal number of
) j0 H5 N% w" P8 c( `Preferred Shares Series 19. Additionally, if the Bank determines that, after5 x8 L, y1 V* g" j" k3 X2 B
conversion, there would be outstanding on such Series 18 Conversion Date
* P3 M, r |% k j, y; h W* Q }less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
+ q8 c' H% @' A# rSeries 18 will be converted into Preferred Shares Series 19.8 D/ B0 y+ q4 H
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
+ }( E' j3 O, I$ ~" O, ESeries 18 will not be entitled as such to receive notice of, attend, or vote at,3 b6 j/ i/ S' }
any meeting of the shareholders of the Bank unless and until the first time at1 ]) n' D- i. U* ]& p
which the Board of Directors has not declared the whole dividend on the
9 ]3 q$ O- ~# n0 w; W1 E8 TPreferred Shares Series 18 in any quarter. In that event, subject as
4 \* z9 q W0 P: H# {hereinafter provided, the holders of Preferred Shares Series 18 will be" D& o9 m7 K$ k7 w- x
entitled to receive notice of, and to attend, meetings of shareholders at which! \4 N' @6 P/ C5 i
directors of the Bank are to be elected and will be entitled to one vote for
1 e; v- X3 Q' Ieach Preferred Share Series 18 held. The voting rights of the holders of the3 Q7 Q( Y5 F$ y: Z1 X
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of! h- a# {; n8 K! v9 q! a
the first dividend on the Preferred Shares Series 18 to which the holders are6 Z$ B6 }5 l7 F' Y6 ^0 i) Y
entitled thereunder subsequent to the time such voting rights first arose until
% D6 I% p. R. esuch time as the Bank may again fail to declare the whole dividend on the
* @7 R# B0 \$ G4 |Preferred Shares Series 18 in respect of any quarter, in which event such
; ^' V; I* a7 g! d- F& Lvoting rights will become effective again and so on from time to time.
, }$ ^6 A9 I& n H- Z2 cPrincipal Characteristics of the Preferred Shares Series 19' S. X7 s6 b6 o9 }# i1 l: k( c/ U
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
1 E0 T; U& I0 D. q- }3 Qfloating rate non-cumulative preferential cash dividends, as and when4 C/ }- P5 s; ~+ ~- k) @& R8 n5 Z+ d0 Y
declared by the Board of Directors, subject to the provisions of the Bank Act,' s' Y1 f2 P$ N9 H. D" B
payable quarterly on the 25th day of February, May, August and November
, H9 k. m! v, b3 Din each year, in the amount per share determined by multiplying the2 a" q5 j' h0 x* Q& N7 |
applicable Quarterly Floating Dividend Rate by $25.00.( i9 I7 l& Q% C; X5 i1 B: |
On the 30th day prior to the commencement of the initial quarterly dividend* p d7 D# B5 ~, i$ J" o
period beginning on February 25, 2014, and on the 30th day prior to the first) ]1 k" t6 i6 C" I- j$ [; [" D
day of each subsequent quarterly dividend period (the initial quarterly
$ o- [9 e6 T0 N% zdividend period and each subsequent quarterly dividend period is referred to; e, u$ s: x6 e+ L/ L; {
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
" Y* [0 p* P8 ^) y$ M$ g( dQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
9 t+ _$ J% f9 Q3 n& ^% |Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
, w5 G8 l0 d) ?2 cT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days4 @) I. d! ~4 m K
elapsed in the applicable Quarterly Floating Rate Period divided by 365)0 Z: L; ?6 f* K+ X
determined on the 30th day prior to the first day of the applicable Quarterly/ m' g3 t$ @. z; U5 C! k3 Z3 o
Floating Rate Period.
8 y) k7 v$ K$ g1 Z; C s. s; RS-5
; P1 j1 L# {* [& D% TIf the Board of Directors does not declare a dividend, or any part thereof, on
m* ~* J5 ?! ~0 hthe Preferred Shares Series 19 on or before the dividend payment date for a8 P+ j- m4 F& G% v6 ^, X
particular quarter, then the entitlement of the holders of the Preferred
: E n! V/ T6 j" N* _Shares Series 19 to receive such dividend, or to any part thereof, for such. ]1 E+ `& \5 y0 [' W8 x
quarter will be forever extinguished.9 x- h, {- N5 _: M
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the9 H+ }; P! o( h3 g
Superintendent and to the provisions described below under the heading6 u+ O$ I4 A* n
‘‘Details of the Offering — Certain Provisions of the Preferred Shares7 x$ v4 n3 C6 u2 E8 X, u; N3 `# A
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
( |" B" M3 y4 I$ b X/ ]on not more than 60 nor less than 30 days’ notice, the Bank may redeem all( z0 p N8 K% e' e. H
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
* B- [; T5 [ P* c$ aoption without the consent of the holder, by the payment of an amount in1 u8 f7 z0 K. D+ {
cash for each such share so redeemed of (i) $25.00 together with all declared2 z- X1 r* g8 N" W/ K* |; g
and unpaid dividends to the date fixed for redemption in the case of
& M" L, g0 P' @% _( q8 q' D1 k# mredemptions on February 25, 2019 and on February 25 every five years
0 M3 z) o3 C+ ]7 d4 Mthereafter, or (ii) $25.50 together with all declared and unpaid dividends to8 D" X M. Q n+ C0 O
the date fixed for redemption in the case of redemptions on any other date3 w6 \, i% |4 t3 G8 G; c$ K7 c
on or after February 25, 2014.8 A* U/ H7 |7 `; _
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
! S0 G/ ~5 O2 r* @, @/ sShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have% Z! o+ b: y Z. m- R
the right, at their option, to convert, on February 25, 2019 and on$ D0 e' l* {- t8 J! u
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
* g# @ P# Q; q2 q5 L3 H0 bor all of their Preferred Shares Series 19 into an equal number of Preferred
3 C5 ] e8 s) c4 qShares Series 18 upon giving to the Bank written notice thereof not earlier
* y% p2 K/ \( @8 dthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the+ t H: h6 N: z/ j( x& |' Q8 y
15th day preceding, a Series 19 Conversion Date.
, z) U4 C6 I1 E9 X# m: WAutomatic Conversion If the Bank determines, after having taken into account all shares tendered ~3 t" @* \1 l
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares/ R @, [, p: i8 j
Series 18, as the case may be, that there would be outstanding on such
# A' D3 g1 d5 v/ w. n! X+ YSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,2 _4 F$ e, Q8 A4 ]7 T! B
such remaining number of Preferred Shares Series 19 will automatically be. f. I# x+ H. T$ x0 i5 i
converted on such Series 19 Conversion Date into an equal number of
, |3 C+ C$ u* q( T, M0 S) D" B* XPreferred Shares Series 18. Additionally, if the Bank determines that, after5 t5 J3 U8 T+ I+ X9 G4 Q; J' i+ R
conversion, there would be outstanding on such Series 19 Conversion Date% Y0 F$ a3 T5 s/ Q0 b% }* L4 d8 K
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares7 n. @9 B/ s0 K6 i) q7 o
Series 19 will be converted into Preferred Shares Series 18.; z8 X- z. W- X: l/ O2 H
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
- O) W( _, s/ C, y4 }5 `Series 19 will not be entitled as such to receive notice of, attend, or vote at,
2 ?% |+ I( e5 D O- Y- e: T7 X/ [/ hany meeting of the shareholders of the Bank unless and until the first time at
! N1 E: H- P' L( `4 ^5 F1 Q8 [- Vwhich the Board of Directors has not declared the whole dividend on the* X! g! Z3 x+ n9 j' q5 |
Preferred Shares Series 19 in any quarter. In that event, subject as" V# x7 f2 b5 O! k
hereinafter provided, the holders of Preferred Shares Series 19 will be
/ G% |! h% I* k4 M8 H- e. q. Tentitled to receive notice of, and to attend, meetings of shareholders at which1 @: j# s" p9 m+ c7 g( ~8 G9 x
directors of the Bank are to be elected and will be entitled to one vote for
m" N1 F$ I* D+ F' R+ Y' W# Peach Preferred Share Series 19 held. The voting rights of the holders of the6 F/ ?4 N& S9 ~- K) [5 _9 D/ Z3 }
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
1 h3 ]" M6 E, b# Q0 Y* H" r) jthe first dividend on the Preferred Shares Series 19 to which the holders are
3 j/ n7 `9 u6 y# W0 }) |3 p) Gentitled thereunder subsequent to the time such voting rights first arose until( L* F8 N) V) G b
such time as the Bank may again fail to declare the whole dividend on the
* Z, c! K+ \( R) o/ r) ZPreferred Shares Series 19 in respect of any quarter, in which event such* D Q, M; ~, F* Z" d; c6 Z
voting rights will become effective again and so on from time to time.
. R: k0 m4 P: K3 v% ^% eS-6( z l+ k/ S3 I" |* k0 G& f) K5 z
Priority: The preferred shares of each series of the Bank will rank on a parity with- w. U+ E. j3 F* k
every other series and are entitled to preference over the common shares of
( H4 \. X3 V2 q) v$ n7 k8 ythe Bank and over any other shares of the Bank ranking junior to the8 b7 P+ A. Y' x. b, l+ l
preferred shares with respect to the payment of dividends and upon any/ \9 I/ ]" P a) D
distribution of assets in the event of the liquidation, dissolution or* y5 L2 E9 ?4 C _9 l8 g$ h
winding-up of the Bank.
" ^% _" Q- b: u) ~, ^4 ]Tax on Preferred Share The Bank will elect, in the manner and within the time provided under6 _( Q# c9 ?$ t5 `- I3 `4 b# F7 b
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares9 A3 R! p# X3 z% E3 i
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
2 _& H3 e- l* r0 b" }2 tdividends received on such shares under Part IV.1 of such Act. |
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