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发表于 2008-11-29 16:58
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下面是BMO的:
& }: I+ m; ^, B# H7 nSUMMARY OF THE OFFERING
# M6 t" m( }! G0 Q3 T) q* @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’’.
8 d; z9 Q9 u* |Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.1 R5 W f1 o: A. B/ X3 i+ R. X
Amount: $150,000,000 (6,000,000 shares).; P- A* ]! l3 i+ @! g
Price and Yield: $25.00 per share to yield initially 6.50% per annum.7 O( p% T1 J* q7 T' h8 e
Principal Characteristics of the Preferred Shares Series 18+ g& u) B9 u/ k, b) H9 D
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed- i' {6 C/ U: n& a
non-cumulative preferential cash dividends, as and when declared by the
5 n2 p9 {6 O4 L3 ^( lBoard of Directors, subject to the provisions of the Bank Act, for the initial
% b2 H: p8 ^) F- t5 z2 yperiod commencing on the closing date and ending on and including
5 t9 T( l6 d. q+ T! w eFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
( M0 Z4 a6 A6 X& E( R- Q" z. u- \25th day of February, May, August and November in each year, at a rate6 R. j( r1 S" W# e; |' I5 B
equal to $0.40625 per share. The initial dividend, if declared, will be payable
0 l; w8 R6 {9 Q1 [) D- z8 c CMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
; E J, G* y, m% A/ @7 adate of December 11, 2008.
7 p J7 G) N% hFor each five-year period after the Initial Fixed Rate Period (each, a
4 B* N! _" ]4 A‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
8 a" m4 L8 J7 @3 L+ d; sSeries 18 will be entitled to receive fixed non-cumulative preferential cash; q9 E6 W# w' Z# }! k9 H: F
dividends, as and when declared by the Board of Directors, subject to the
. M; ~5 H( X) E5 V7 ^provisions of the Bank Act, payable quarterly on the 25th day of February,
" K5 @6 G& n& [May, August and November in each year, in the amount per share per annum
% [3 W4 x) x! X8 }/ E" mdetermined by multiplying the Annual Fixed Dividend Rate applicable to, o& j ]: d# J; U% F8 Z
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
. r) |# ?& W+ d9 s: QRate for the ensuing Subsequent Fixed Rate Period will be determined by the5 C6 `8 }4 ?2 N. r9 f. D$ h
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day. z+ ?2 u" g6 S6 r- d
of such Subsequent Fixed Rate Period and will be equal to the sum of the4 q4 z) h0 `6 E% y1 `
Government of Canada Yield on the applicable Fixed Rate Calculation Date
8 Y/ b# ]) }: M. o0 O |: X6 x [' E( j$ Bplus 3.83%.2 p0 W: f" G& v$ Y8 r
If the Board of Directors does not declare a dividend, or any part thereof, on
F! a3 \! x) C7 P3 {! Jthe Preferred Shares Series 18 on or before the dividend payment date for a3 u0 b$ p6 f4 G! t$ y8 V
particular quarter, then the entitlement of the holders of the Preferred
! ?" l- l" G" l4 c% r; j) bShares Series 18 to receive such dividend, or to any part thereof, for such: @/ k8 w: [# u* \8 N
quarter will be forever extinguished.
4 K7 [# s8 o/ s& u: H. n; bRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
4 T/ L- C9 i+ e+ ^Superintendent and to the provisions described below under ‘‘Details of the# P1 m& }( w1 X4 {1 w
Offering — Certain Provisions of the Preferred Shares Series 18 as a8 J: I) M8 B4 j9 B7 @1 t
Series — Restrictions on Dividends and Retirement of Shares’’, on8 \/ A% M+ ]8 g/ D
February 25, 2014 and on February 25 every five years thereafter, on not0 y) `, i4 a8 L7 u; T( b; O
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any4 W9 ^1 M. o2 K* o5 G
part of the then outstanding Preferred Shares Series 18, at the Bank’s option. ?( J m [% n' Y' F
without the consent of the holder, by the payment of an amount in cash for" c7 \9 V2 V6 J
each such share so redeemed of $25.00 together with all declared and unpaid4 t% `- O7 ~% G6 F
dividends to the date fixed for redemption.
: u! B% H# M8 m6 v nConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic1 Z2 y# y7 T/ f" `& x0 [
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have' l0 J. l' S$ O% F8 I
the right, at their option, to convert, on February 25, 2014 and on
$ A: ?3 g3 o+ I+ Q/ i1 g6 JS-48 T, V4 @- \2 b# A
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any( r' k" j& o6 t3 b* F k5 L
or all of their Preferred Shares Series 18 into an equal number of Preferred, t! K; | K9 }3 C; Y* j7 X$ P% J
Shares Series 19 upon giving to the Bank notice thereof not earlier than2 [ U4 {- y J6 f
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day7 m2 c. X5 w+ V; H0 w) y
preceding, a Series 18 Conversion Date.- t* `2 V& q9 o. i3 @. w& \
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
6 y+ h! H- }) C, w9 pProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
+ ~& j0 y& @+ t6 h SSeries 19, as the case may be, that there would be outstanding on such
0 ^5 ^) b1 o0 \Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18, J0 y5 S$ Q! e$ o
such remaining number of Preferred Shares Series 18 will automatically be* _' L+ a* A+ d2 u
converted on such Series 18 Conversion Date into an equal number of) j2 ]3 f- e5 `7 y. g8 Y! X
Preferred Shares Series 19. Additionally, if the Bank determines that, after0 ? c* `9 [- |# ~0 W$ Z
conversion, there would be outstanding on such Series 18 Conversion Date
0 M; A7 q$ r# V+ e2 eless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares- z4 m7 g4 d2 V' F- U C4 N
Series 18 will be converted into Preferred Shares Series 19.9 t9 \0 p3 ^: t) b
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares6 [& r: c8 n/ `) q. L, Y! v
Series 18 will not be entitled as such to receive notice of, attend, or vote at,0 \- N. o8 f- `- l' U
any meeting of the shareholders of the Bank unless and until the first time at
% }' H& E0 D, W9 I7 [which the Board of Directors has not declared the whole dividend on the
0 Q* d% Z, h; {2 W# s2 [& ?Preferred Shares Series 18 in any quarter. In that event, subject as' {) ^& E( Q. ]5 w0 k0 I) S& {! p
hereinafter provided, the holders of Preferred Shares Series 18 will be
/ z% n5 r% j& j3 Nentitled to receive notice of, and to attend, meetings of shareholders at which8 |( J! O8 t" v: {6 M% b$ l
directors of the Bank are to be elected and will be entitled to one vote for
P+ o+ [ ?% i. p; Neach Preferred Share Series 18 held. The voting rights of the holders of the. |. m% B3 H! g" I
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of6 g$ U% `# K2 h- a( v2 Z' M: ?
the first dividend on the Preferred Shares Series 18 to which the holders are
; K3 T. N2 R7 k; S1 F, S& Z- oentitled thereunder subsequent to the time such voting rights first arose until5 J! V2 e$ A- |1 @: T( M' F
such time as the Bank may again fail to declare the whole dividend on the
5 s# Y: S& \3 H7 OPreferred Shares Series 18 in respect of any quarter, in which event such
3 Y2 D" @# {0 ^2 zvoting rights will become effective again and so on from time to time.8 y5 ~4 r: @+ w1 R) }- P# a1 ?/ s
Principal Characteristics of the Preferred Shares Series 19! d" f; [! n* _
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive7 v7 t+ f3 V P" J9 P8 r
floating rate non-cumulative preferential cash dividends, as and when
4 \3 G# P* y# h Vdeclared by the Board of Directors, subject to the provisions of the Bank Act,; @2 g. B' G5 ?
payable quarterly on the 25th day of February, May, August and November
/ B7 n' Q |$ Y/ f2 o' yin each year, in the amount per share determined by multiplying the$ R, u/ f8 k8 ?' z
applicable Quarterly Floating Dividend Rate by $25.00.
0 j2 W( i- e! O9 IOn the 30th day prior to the commencement of the initial quarterly dividend0 u$ b! [- X0 W0 O7 o3 v5 Q; o1 Y* E
period beginning on February 25, 2014, and on the 30th day prior to the first
N9 X! G# f2 k/ rday of each subsequent quarterly dividend period (the initial quarterly
) s8 W5 A4 K% p3 bdividend period and each subsequent quarterly dividend period is referred to. ?& {* Q; M3 f) g
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
0 |8 W4 s1 N' S0 h+ b" w1 Y7 a E* OQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate7 p6 ^9 U, h5 A$ P$ W
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the+ m+ o6 e# [% { @
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days# `$ A* O2 ?0 y4 e! m0 ~6 i4 H
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
& k: j9 j1 \; o/ M& W$ |6 u5 X* cdetermined on the 30th day prior to the first day of the applicable Quarterly! _$ }1 C. Y" d
Floating Rate Period.
6 u3 I; n, s6 lS-5
3 B3 m6 [. V( u: E! m% N" JIf the Board of Directors does not declare a dividend, or any part thereof, on
7 g1 [- z. y: c" @: I, Tthe Preferred Shares Series 19 on or before the dividend payment date for a
# N' W" c' Y! h0 ]6 Jparticular quarter, then the entitlement of the holders of the Preferred
( o) M2 y6 P0 _9 K& AShares Series 19 to receive such dividend, or to any part thereof, for such( i$ v. Q8 F: x' c6 p
quarter will be forever extinguished.; _/ w, O5 T' \) t: N. N
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
, z0 ]1 T: y0 M& A6 G( bSuperintendent and to the provisions described below under the heading, x/ E. I- M+ M4 [% W4 r; M1 A
‘‘Details of the Offering — Certain Provisions of the Preferred Shares5 g( W- b' n+ b: y
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,5 u3 V$ G2 f4 i# ^+ j3 [, J% o
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all p7 x8 [! x+ f- A
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s/ h& A2 U; T" R' e
option without the consent of the holder, by the payment of an amount in8 g2 U+ f6 @+ h5 }! U5 P. c: P
cash for each such share so redeemed of (i) $25.00 together with all declared4 k" M1 ^3 a" E8 A
and unpaid dividends to the date fixed for redemption in the case of
( t6 C* t4 L6 K/ |) Sredemptions on February 25, 2019 and on February 25 every five years
. D7 b: A& i k7 a" {' ]thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
+ \$ w' L( V0 {7 f/ V% @6 qthe date fixed for redemption in the case of redemptions on any other date
. S+ V, C6 ]# ron or after February 25, 2014.4 O" }6 F+ Q; n8 x" p# X# d, T
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
l% {7 ~$ ^' EShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have( x7 |3 @4 b r; e' Y2 N: I
the right, at their option, to convert, on February 25, 2019 and on
2 m% m1 z) a8 a& U* H: f! q9 @February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
$ r* m5 v" E5 m6 ]- for all of their Preferred Shares Series 19 into an equal number of Preferred- g+ u! I5 W% }$ w" l
Shares Series 18 upon giving to the Bank written notice thereof not earlier
' C2 r* g# y) _* V E7 L2 L3 S; zthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
# j. P# H" F% @0 j15th day preceding, a Series 19 Conversion Date.
( d* R9 H: t# `Automatic Conversion If the Bank determines, after having taken into account all shares tendered, r( m7 D3 D G) }5 Y1 B. p
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
) v# m% z# E; T8 T+ vSeries 18, as the case may be, that there would be outstanding on such
4 [% t1 [; E I. x. [Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,4 R* L$ c7 }$ s! w) s: V7 G
such remaining number of Preferred Shares Series 19 will automatically be
0 O! ^; _4 y9 @converted on such Series 19 Conversion Date into an equal number of" ]9 S5 W; ]- k# E0 \) N
Preferred Shares Series 18. Additionally, if the Bank determines that, after. Z6 t" b3 @! j( {, J
conversion, there would be outstanding on such Series 19 Conversion Date, M' B& x0 U8 t
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
5 }; i: E* S: D# p- B/ x a N9 }Series 19 will be converted into Preferred Shares Series 18.) t) `$ I6 y/ ~6 q
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares# i0 A* G4 {2 k/ J0 {9 {* T
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
9 O g6 {, ~* s; j( Wany meeting of the shareholders of the Bank unless and until the first time at* O( g1 K8 H9 o* Y3 P4 n, Q
which the Board of Directors has not declared the whole dividend on the
% K! l7 m& O# @( iPreferred Shares Series 19 in any quarter. In that event, subject as* ]! h" B6 @3 Q6 Q1 b2 }
hereinafter provided, the holders of Preferred Shares Series 19 will be9 D+ H! }" ?/ w0 c) U) C3 Q9 D$ w
entitled to receive notice of, and to attend, meetings of shareholders at which
X, s \0 O' l8 d) ?directors of the Bank are to be elected and will be entitled to one vote for1 y8 \) F8 w: F$ j% X V
each Preferred Share Series 19 held. The voting rights of the holders of the+ j! {( m6 y% g/ P9 I" C
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
P; S, p* e( z- U3 Y+ O; E5 P+ jthe first dividend on the Preferred Shares Series 19 to which the holders are
( `, A. B K7 Y) B# l5 Fentitled thereunder subsequent to the time such voting rights first arose until
# Z1 i ]. L3 Q* r2 R5 r0 T( I7 Esuch time as the Bank may again fail to declare the whole dividend on the: H2 c* c [3 N3 i$ `7 t) n" u; i
Preferred Shares Series 19 in respect of any quarter, in which event such
, V3 e7 v7 K( V/ r( T$ Bvoting rights will become effective again and so on from time to time.
% o% L0 Y, D9 B" x PS-6
+ l% X9 l$ W, ?& D% wPriority: The preferred shares of each series of the Bank will rank on a parity with
# r+ L" ~# N2 j. X. Ievery other series and are entitled to preference over the common shares of/ \8 Z6 m: P1 I% \# Z
the Bank and over any other shares of the Bank ranking junior to the
* l/ ?6 S3 D* f4 k5 H; `% }* W9 dpreferred shares with respect to the payment of dividends and upon any" C9 O8 C, P" @0 \
distribution of assets in the event of the liquidation, dissolution or
7 N) l: C. I R6 H# p* Swinding-up of the Bank.6 f: s7 s5 @/ F* C/ Z5 @
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
; o% [* Z; V" t9 |* _* dDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
* j+ O! z; w: m' ^Series 18 and Preferred Shares Series 19 will not be required to pay tax on
. }# Q+ `: I& E: s8 ~* S" rdividends received on such shares under Part IV.1 of such Act. |
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