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发表于 2008-11-29 16:58
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下面是BMO的:
# z: O" C1 G8 t3 hSUMMARY OF THE OFFERING
3 n8 n0 u- S; }; j6 R. I7 W, rThis 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’’.
; g# @1 Q' m- Z% `4 zIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
6 ~% J4 W% C6 qAmount: $150,000,000 (6,000,000 shares).$ z, L! ]6 E9 C$ q
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
/ ^: |1 G! {. c4 \8 R# RPrincipal Characteristics of the Preferred Shares Series 18
% |) i2 b- M( Q4 I7 L: |Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
`$ K5 Z* s: e) Fnon-cumulative preferential cash dividends, as and when declared by the; X1 X) B3 I( K2 ]5 J% z5 ~, L; F( F
Board of Directors, subject to the provisions of the Bank Act, for the initial
' g" {4 w& y, i5 S+ p9 jperiod commencing on the closing date and ending on and including" C; o9 g) d% p& e4 V N
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the4 [) `! R) O( b( Z' z% X6 O
25th day of February, May, August and November in each year, at a rate0 ^+ _0 Z% x4 k6 `
equal to $0.40625 per share. The initial dividend, if declared, will be payable& V7 M* R9 E8 F
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
2 [! s, c8 {1 n' ^, l# ?date of December 11, 2008.
1 m0 U. ~$ O1 r1 R! } D8 X+ x( zFor each five-year period after the Initial Fixed Rate Period (each, a4 e2 A1 q9 J; z+ v3 L" p
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares9 {1 t' g7 W8 g! z: d
Series 18 will be entitled to receive fixed non-cumulative preferential cash* n0 I( w& w4 T) e9 { \$ e" @
dividends, as and when declared by the Board of Directors, subject to the$ D5 p8 K4 f! V2 f3 u
provisions of the Bank Act, payable quarterly on the 25th day of February,0 p- l0 j- }+ ~: P8 B
May, August and November in each year, in the amount per share per annum
- g8 Z+ j7 A, @/ Odetermined by multiplying the Annual Fixed Dividend Rate applicable to
) \4 Y" ]* g; D1 Nsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
- }& H" n5 r' D2 @! b* B) XRate for the ensuing Subsequent Fixed Rate Period will be determined by the
1 Y2 `. i1 z) M2 D1 x8 z: `$ iBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
5 \! [, |; G Lof such Subsequent Fixed Rate Period and will be equal to the sum of the
- X& O6 M' S( C& KGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
. O. K8 R7 ^8 @2 q0 G: S' p# v( gplus 3.83%.: e. v+ ?) y0 \6 d' H2 K
If the Board of Directors does not declare a dividend, or any part thereof, on6 u# s* z# m$ g$ i, g& L
the Preferred Shares Series 18 on or before the dividend payment date for a
: k: o( ?5 o8 N! A9 P7 Zparticular quarter, then the entitlement of the holders of the Preferred
+ R, G$ v, p. E% c$ qShares Series 18 to receive such dividend, or to any part thereof, for such& l" M) ^+ l4 _5 c! {- n# k
quarter will be forever extinguished.
9 k# A$ _+ @" d2 z9 J+ z7 E% u s2 f; ARedemption: Subject to the provisions of the Bank Act and to the prior consent of the
, b' H2 f, |1 t' K5 s/ s& m. TSuperintendent and to the provisions described below under ‘‘Details of the2 N' q j9 O- Z ~8 V, U! a
Offering — Certain Provisions of the Preferred Shares Series 18 as a! e: U& E ~* m- D8 A: i) W* m. z- u) b5 ]
Series — Restrictions on Dividends and Retirement of Shares’’, on
+ T/ [' G8 R- f$ ?8 `February 25, 2014 and on February 25 every five years thereafter, on not
0 @6 U2 O( d6 }more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
! A, c* Y) m/ Q$ I* a6 Fpart of the then outstanding Preferred Shares Series 18, at the Bank’s option" a7 n) n+ N/ y+ X
without the consent of the holder, by the payment of an amount in cash for
; t) M) C Q4 K2 F! I" \9 v4 {! I1 Aeach such share so redeemed of $25.00 together with all declared and unpaid
$ J- K9 { R. z# A& M2 Cdividends to the date fixed for redemption.
: Y$ j% h; z, t: j; zConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
9 E2 R7 M; r2 @, x1 bShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
! \8 l, J6 z2 r7 m! |9 a# \the right, at their option, to convert, on February 25, 2014 and on
% U; i) m3 W: I( C% n; Z- z5 mS-4: o& l0 r( j% a L3 P+ }2 {( F
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any, D1 S# G2 I0 T% `) m2 _! _8 W
or all of their Preferred Shares Series 18 into an equal number of Preferred
/ M& R2 W3 I( h& k. uShares Series 19 upon giving to the Bank notice thereof not earlier than
- o) q5 n5 U( `30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day5 ^4 N1 L: r$ x# ?
preceding, a Series 18 Conversion Date." B6 ?7 P n2 L8 t* f; _
Automatic Conversion If the Bank determines, after having taken into account all shares tendered' n; R. {/ @) B6 E: I/ G1 t
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
( H" C' ~5 K5 P W" @Series 19, as the case may be, that there would be outstanding on such, b3 _5 _0 ^2 N9 I- V
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
, t6 q, M* U0 s2 T% r* S0 o; K/ @/ K0 hsuch remaining number of Preferred Shares Series 18 will automatically be/ A D: Y" p% O$ G( w! R
converted on such Series 18 Conversion Date into an equal number of" U3 L I" ~# \6 D+ T& v8 c8 M
Preferred Shares Series 19. Additionally, if the Bank determines that, after
9 y8 f2 P2 z% T, O. b0 H) k" Sconversion, there would be outstanding on such Series 18 Conversion Date: U9 ?1 _: A2 S% G. G: I
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares7 j+ O" b6 i* S6 E- d( P
Series 18 will be converted into Preferred Shares Series 19.0 \) C/ }6 T9 p. m, b4 y* \. ~2 K
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
0 I, o+ X; T9 W3 iSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
m. Y+ A/ M( a, G/ Kany meeting of the shareholders of the Bank unless and until the first time at
, T! v- `" M; pwhich the Board of Directors has not declared the whole dividend on the2 Z+ m6 a$ [: Y( K" I' L0 I
Preferred Shares Series 18 in any quarter. In that event, subject as4 `$ D: l3 k2 m( C2 c* M
hereinafter provided, the holders of Preferred Shares Series 18 will be
/ N% Q0 G2 }6 | ~# E0 l5 \entitled to receive notice of, and to attend, meetings of shareholders at which
8 {' W! F8 _, R% P. x& b3 ndirectors of the Bank are to be elected and will be entitled to one vote for5 x1 h3 ]6 _ D% _
each Preferred Share Series 18 held. The voting rights of the holders of the
5 m h% {( v. m/ l) ZPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
5 P( }8 @: A. Pthe first dividend on the Preferred Shares Series 18 to which the holders are8 o% ]! s! k1 M0 n5 r" x
entitled thereunder subsequent to the time such voting rights first arose until
* G3 Y% d) R4 G9 msuch time as the Bank may again fail to declare the whole dividend on the) {& \9 U# \$ V% \# }! n
Preferred Shares Series 18 in respect of any quarter, in which event such: a& m) g! h8 c0 [
voting rights will become effective again and so on from time to time.3 ?2 P3 L4 B6 G4 l5 V9 h
Principal Characteristics of the Preferred Shares Series 19
l& P p( j0 W$ bDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
' p) v# w- ?7 g) e% Efloating rate non-cumulative preferential cash dividends, as and when
4 m$ Q/ w. u4 t: `declared by the Board of Directors, subject to the provisions of the Bank Act,
2 N+ p% T. X3 a) ?5 T" h, P6 wpayable quarterly on the 25th day of February, May, August and November
, M' E$ Z2 o& W( s0 \# E! Yin each year, in the amount per share determined by multiplying the
( l0 s8 h% x! F& D8 Z! kapplicable Quarterly Floating Dividend Rate by $25.00.6 }+ r, f4 t$ S( F
On the 30th day prior to the commencement of the initial quarterly dividend
, e6 V0 ~. q8 Q, K1 G: H3 o; ^- ~period beginning on February 25, 2014, and on the 30th day prior to the first6 j# i1 U9 ], W0 v" a
day of each subsequent quarterly dividend period (the initial quarterly6 f1 E( ^# i0 c+ A0 `
dividend period and each subsequent quarterly dividend period is referred to7 n7 k2 |8 S5 m, i" V$ G* p, M& c; P
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the S9 _; e5 A3 b6 k
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
# v6 J2 O5 n7 n+ W/ p: KPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the- E( E. S+ N3 t6 I6 y$ {& W
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
) c% f( W3 o% Y7 E7 J$ { J$ c) Helapsed in the applicable Quarterly Floating Rate Period divided by 365)
6 I, i* ^& b3 U% l+ Y" [4 p( ~7 \determined on the 30th day prior to the first day of the applicable Quarterly
+ X$ ]) z3 G: S- D; G( ~6 M: c6 yFloating Rate Period.& A! f6 R; ?( `- i$ @7 `
S-5
: u' j* {/ `# y* r( P# b- {If the Board of Directors does not declare a dividend, or any part thereof, on4 f+ J i i7 [: x, W
the Preferred Shares Series 19 on or before the dividend payment date for a n# `. V4 n% _3 W* ^+ Y C8 b
particular quarter, then the entitlement of the holders of the Preferred* J% }' V, k. u, X
Shares Series 19 to receive such dividend, or to any part thereof, for such8 r) X% o6 N R s
quarter will be forever extinguished.1 [' S" t- l }$ u6 _) m
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
- u# U* k5 F2 \. u5 B; N, qSuperintendent and to the provisions described below under the heading
# R& e2 F( r" a" Y+ D- f2 ?$ ~/ t5 p‘‘Details of the Offering — Certain Provisions of the Preferred Shares
; ^0 q% \- E* ]( J$ R+ oSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
4 V+ P% v% u" U0 `$ ion not more than 60 nor less than 30 days’ notice, the Bank may redeem all+ u& c1 Q+ m& N6 r
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s5 f1 w6 s/ i s9 Y: X# [ r
option without the consent of the holder, by the payment of an amount in
2 m8 ~: b1 {; t" ?. i8 Ucash for each such share so redeemed of (i) $25.00 together with all declared3 C& K9 B" W! K( ]
and unpaid dividends to the date fixed for redemption in the case of
& L6 J/ P& P# @5 Eredemptions on February 25, 2019 and on February 25 every five years9 D# T6 I+ q! U# ?0 Y$ J
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
& U6 {- E. m! \the date fixed for redemption in the case of redemptions on any other date
+ E4 x( g% F8 N; `' ron or after February 25, 2014.1 [! |) i+ _' f
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic3 z% n0 d& J" _5 c2 l% R
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
( z: G/ J3 {7 ^8 j8 k, a( Ythe right, at their option, to convert, on February 25, 2019 and on
2 A; t# i, w/ _$ g; wFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any4 a' D) R9 m9 v, S, i+ f$ M9 e
or all of their Preferred Shares Series 19 into an equal number of Preferred; c) R" e9 X+ S5 j* c! i! e
Shares Series 18 upon giving to the Bank written notice thereof not earlier
) F* J# x' b: u5 M1 w( A8 X% y# z* gthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the7 x0 a" P1 f( m
15th day preceding, a Series 19 Conversion Date.
6 \ R/ R' _/ L. oAutomatic Conversion If the Bank determines, after having taken into account all shares tendered$ y) P0 |' M1 t5 t
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares( O6 j! m9 c5 M8 m5 P$ {' h( P/ N
Series 18, as the case may be, that there would be outstanding on such
( p1 _, t0 {5 s- d) p% vSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
0 b% F; b1 F. O% zsuch remaining number of Preferred Shares Series 19 will automatically be
' |$ u: k( u* a* c M7 dconverted on such Series 19 Conversion Date into an equal number of
' z6 j. ]( O i7 l; jPreferred Shares Series 18. Additionally, if the Bank determines that, after) r% B7 Y6 J3 a5 k1 ]5 X) j
conversion, there would be outstanding on such Series 19 Conversion Date
) g" y$ ]0 p' Z% B# P) c- L" gless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares2 j1 h% {9 i+ ~$ ?4 X4 V& B, ^
Series 19 will be converted into Preferred Shares Series 18.
" G. e+ w6 p& {5 n- IVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
5 N# c- |9 P8 S \# U+ u7 bSeries 19 will not be entitled as such to receive notice of, attend, or vote at,* D" V" c1 o6 Q! R* u
any meeting of the shareholders of the Bank unless and until the first time at% t7 o. Q. k2 x& o& t6 S9 A; |. ]
which the Board of Directors has not declared the whole dividend on the1 o( K2 v+ C: h% V" K Y0 h
Preferred Shares Series 19 in any quarter. In that event, subject as
9 x" X7 h7 x. l7 |5 mhereinafter provided, the holders of Preferred Shares Series 19 will be
. e7 O( N$ |- k- E( h' V8 Oentitled to receive notice of, and to attend, meetings of shareholders at which
4 @; i4 x$ }5 V! c& Xdirectors of the Bank are to be elected and will be entitled to one vote for8 k3 x& q1 d- L4 c1 S5 @" s: C+ V
each Preferred Share Series 19 held. The voting rights of the holders of the
: I, ^. [1 J0 s1 w. M+ ZPreferred Shares Series 19 will forthwith cease upon payment by the Bank of. W% m$ e. g. G
the first dividend on the Preferred Shares Series 19 to which the holders are, @2 P- H* C* T2 ]# P R
entitled thereunder subsequent to the time such voting rights first arose until* M" C" L: D! g( E i% z
such time as the Bank may again fail to declare the whole dividend on the- y: M4 ~% J D2 h7 D7 y5 M& k
Preferred Shares Series 19 in respect of any quarter, in which event such. y* z3 [, X2 @3 ]1 A
voting rights will become effective again and so on from time to time.1 `& D; n, S% O8 \; }: L
S-6
9 ~8 [* r6 c, R* [- \& VPriority: The preferred shares of each series of the Bank will rank on a parity with
% i }$ [( A/ }) H: P! r6 devery other series and are entitled to preference over the common shares of
; P( f3 D8 H! l Rthe Bank and over any other shares of the Bank ranking junior to the
( | D# }# z# K, K2 t6 Q& i$ |preferred shares with respect to the payment of dividends and upon any
7 Y+ t* v( d# m: l% Q$ e+ a) Ndistribution of assets in the event of the liquidation, dissolution or
7 n+ M9 S% {7 G3 B4 z! x1 c0 mwinding-up of the Bank.
$ E2 `4 P# i4 `Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
) K: b% L2 N6 }Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
L0 y5 q8 e/ B* CSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
' b5 q2 n8 Y4 E4 U3 m- l8 ], F* {dividends received on such shares under Part IV.1 of such Act. |
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