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发表于 2008-11-29 16:58
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下面是BMO的:
' ?2 h( v! O! d- QSUMMARY OF THE OFFERING
/ N6 m( r# G" c8 ~6 K: E- LThis 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’’.
+ L/ |. \; K0 W* ZIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.' w+ O0 i$ {# ?2 L5 j. ~
Amount: $150,000,000 (6,000,000 shares).
4 ^' ^+ u- T) Y9 x3 U9 YPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
& r: v. b6 f6 b& GPrincipal Characteristics of the Preferred Shares Series 18
4 M1 m4 t0 t3 SDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed* b1 A3 \3 D, {' n' P$ }
non-cumulative preferential cash dividends, as and when declared by the
" r& E6 @; C/ Y( k/ D/ z- H5 ?% [Board of Directors, subject to the provisions of the Bank Act, for the initial
/ P8 r$ L5 [* R* N6 operiod commencing on the closing date and ending on and including
9 f3 f9 W. u, T. ]% K! N. e) A$ d0 cFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the) V1 q$ Y3 S- j# C4 _
25th day of February, May, August and November in each year, at a rate, U4 B+ x) _! t/ N1 ]( N9 m
equal to $0.40625 per share. The initial dividend, if declared, will be payable7 y2 v( J& Y8 m& j$ {
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing5 O+ o; u* B4 u) E9 J" D0 B8 b
date of December 11, 2008.6 i2 |$ r2 a5 i2 g: i n
For each five-year period after the Initial Fixed Rate Period (each, a
5 B% D! S5 p j5 D+ G9 w2 Y‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares) T ]% E" @* Q9 ^, G* |) B
Series 18 will be entitled to receive fixed non-cumulative preferential cash' w4 ]2 N& `0 K' @
dividends, as and when declared by the Board of Directors, subject to the# v2 V! Q6 \" m' x8 ]
provisions of the Bank Act, payable quarterly on the 25th day of February,
$ L. m3 W% L( qMay, August and November in each year, in the amount per share per annum- u3 V$ S# K. _- E& ?
determined by multiplying the Annual Fixed Dividend Rate applicable to$ M3 }3 c0 j/ A
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
6 |: O8 c4 A4 n. r/ r1 t" I4 pRate for the ensuing Subsequent Fixed Rate Period will be determined by the' c+ y( o% s4 U, b
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
- Z8 v1 Y- h5 ]! ~, q Hof such Subsequent Fixed Rate Period and will be equal to the sum of the
' @7 ]) l% C7 P0 }! TGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
, i" G5 n2 c5 s5 ^6 ~2 W9 [plus 3.83%.! ^9 Z2 ~& E! O2 t
If the Board of Directors does not declare a dividend, or any part thereof, on; l5 D: ?! Q: c5 i/ V/ k+ j, \
the Preferred Shares Series 18 on or before the dividend payment date for a3 W4 {8 j7 A% t; A/ J- g7 ]$ i
particular quarter, then the entitlement of the holders of the Preferred
! ~3 o2 i, `& qShares Series 18 to receive such dividend, or to any part thereof, for such
- Z: Q" D+ _% c. Z1 d9 i/ Uquarter will be forever extinguished.
/ U9 Z- z8 d1 q/ U5 K! FRedemption: Subject to the provisions of the Bank Act and to the prior consent of the5 N+ \" C+ U+ G4 O: c& H
Superintendent and to the provisions described below under ‘‘Details of the
$ r) H' @6 d1 }0 W' I$ _Offering — Certain Provisions of the Preferred Shares Series 18 as a. S8 u4 s, v1 W2 K3 K5 n2 R
Series — Restrictions on Dividends and Retirement of Shares’’, on: ?+ K* v0 Q @& f
February 25, 2014 and on February 25 every five years thereafter, on not
# o9 n9 v5 M8 T7 B9 l) Qmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any: Y9 `+ }4 ~7 s
part of the then outstanding Preferred Shares Series 18, at the Bank’s option9 \4 F( w+ x! [$ X1 D( U4 ~
without the consent of the holder, by the payment of an amount in cash for
7 K' i9 E; `& |4 S- P# V0 teach such share so redeemed of $25.00 together with all declared and unpaid
* A0 t! \$ X' a; x$ kdividends to the date fixed for redemption.
; e+ z( h% V+ L( o" o' N' \( pConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic& e4 E5 n% E* z
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
" S% a3 a C: S) P9 g! Fthe right, at their option, to convert, on February 25, 2014 and on+ z1 J4 Z: J- n% h0 i: y
S-44 c) V w0 p0 G+ K
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
9 U* P' C+ o9 s* s" m4 Zor all of their Preferred Shares Series 18 into an equal number of Preferred/ U% M0 ~5 x7 s( q
Shares Series 19 upon giving to the Bank notice thereof not earlier than
# h! {- X- a6 ]; D h, [2 `30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
, `. A! R2 B, e5 z; ipreceding, a Series 18 Conversion Date.$ N# x; f- {8 V6 y5 G8 r
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
+ F# M! s. r6 s w3 C; nProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares0 l; d5 l, b3 C- M
Series 19, as the case may be, that there would be outstanding on such
/ |9 U: e3 f6 X/ M- I* ~! wSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
8 x' w$ i! y Jsuch remaining number of Preferred Shares Series 18 will automatically be
" j! d& \2 ^2 k7 `% m. t1 `converted on such Series 18 Conversion Date into an equal number of
/ p6 P6 A0 A- x& ? u5 YPreferred Shares Series 19. Additionally, if the Bank determines that, after
9 E9 T. V! Q# O, ~& I" w+ ~9 u0 r) xconversion, there would be outstanding on such Series 18 Conversion Date
9 n: s) k) T; A& T% u' y7 B* N O. Rless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
5 z/ i# w6 v3 X5 m3 OSeries 18 will be converted into Preferred Shares Series 19.
/ B: S7 @ e5 k `0 T+ w$ d, [Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares6 ^. E; d8 x6 i9 M
Series 18 will not be entitled as such to receive notice of, attend, or vote at,9 @: l4 Q: n0 k( ^" {/ f
any meeting of the shareholders of the Bank unless and until the first time at+ X: X5 a2 m$ {# g$ J7 x
which the Board of Directors has not declared the whole dividend on the
: ]& \& P5 p4 u: s3 t) LPreferred Shares Series 18 in any quarter. In that event, subject as
* A7 p- `' D: c0 @hereinafter provided, the holders of Preferred Shares Series 18 will be% c2 J: f: n/ D: `9 U* h3 c
entitled to receive notice of, and to attend, meetings of shareholders at which+ p/ m; I: g/ v h/ u, E
directors of the Bank are to be elected and will be entitled to one vote for, G+ G1 H+ N( E/ R
each Preferred Share Series 18 held. The voting rights of the holders of the6 B; B7 u' z2 h6 ?# A
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
# P6 w% J5 d( u4 w- l5 E5 jthe first dividend on the Preferred Shares Series 18 to which the holders are
4 z' q- |9 B! x) N3 v8 J) pentitled thereunder subsequent to the time such voting rights first arose until
, [! n, V! s: k8 psuch time as the Bank may again fail to declare the whole dividend on the2 j+ F# g) A: L6 ]
Preferred Shares Series 18 in respect of any quarter, in which event such$ {) f4 v& L3 Z( p7 E3 s! n7 b
voting rights will become effective again and so on from time to time.8 x2 f, F0 [3 v, W
Principal Characteristics of the Preferred Shares Series 19
' Y( ], s. a8 |' k& JDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
8 A- y' @/ s' bfloating rate non-cumulative preferential cash dividends, as and when2 `" D5 w8 P2 u7 m; o- }5 d
declared by the Board of Directors, subject to the provisions of the Bank Act,
! l! U) e. P6 I, G4 Dpayable quarterly on the 25th day of February, May, August and November$ y2 J; f( E7 y, U
in each year, in the amount per share determined by multiplying the" B9 V$ K$ s. v C- I3 M
applicable Quarterly Floating Dividend Rate by $25.00.
* V& a; J) ~! `) ]* `: ?. l0 J6 _* SOn the 30th day prior to the commencement of the initial quarterly dividend, N, D8 q7 Y! c
period beginning on February 25, 2014, and on the 30th day prior to the first6 p# l' ?6 q9 s) y2 a+ p
day of each subsequent quarterly dividend period (the initial quarterly
# ~4 J* C1 {9 \dividend period and each subsequent quarterly dividend period is referred to( @3 t, {0 p% G/ \& n0 ~& m$ I |
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the- U: b7 Q: q0 S Y: j7 [, i
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
4 R7 d( p& j7 TPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the( h5 t, L, J. r: ]4 E% _! b) m
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
_4 D, ?9 |1 selapsed in the applicable Quarterly Floating Rate Period divided by 365)
" D1 V. I6 q V. ~) a; }4 Edetermined on the 30th day prior to the first day of the applicable Quarterly
+ k% ~& x2 [ l( BFloating Rate Period.1 |( M# Y' p6 y6 I) D8 s& e( z
S-5( }8 I& E" R$ V/ f" ?
If the Board of Directors does not declare a dividend, or any part thereof, on* R9 `% [) C# u, o
the Preferred Shares Series 19 on or before the dividend payment date for a" P' r& {; @: x0 @2 \1 @5 @( d
particular quarter, then the entitlement of the holders of the Preferred
8 p' C& D' t. U6 }Shares Series 19 to receive such dividend, or to any part thereof, for such
# q* r$ O( R) Kquarter will be forever extinguished.; U; m; ]# Z, F2 `3 |& V! z
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the+ U. Y# Y+ j$ M
Superintendent and to the provisions described below under the heading5 |) K) }5 h# s: G) J5 N- e! B7 x3 ~* k
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
" L0 y$ Z5 ]/ |& @* l+ Z) Q( ]Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
8 {2 ]2 q7 m0 [" @7 b$ f+ r2 Aon not more than 60 nor less than 30 days’ notice, the Bank may redeem all' L- K, g# I5 l
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s# l5 c* T% B- g0 x5 K
option without the consent of the holder, by the payment of an amount in
% ]* I6 E$ e; n% G# `* D6 a$ Ncash for each such share so redeemed of (i) $25.00 together with all declared# }' ]! y3 y/ @: D
and unpaid dividends to the date fixed for redemption in the case of5 N5 ?" n: m# a" J) t: l% G
redemptions on February 25, 2019 and on February 25 every five years# S$ I' u5 M+ D+ w. X
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
4 }) O8 E {# ?4 \ wthe date fixed for redemption in the case of redemptions on any other date9 Q. u: q e8 Y
on or after February 25, 2014.! L! v. h: n% ^$ ?
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
, w7 g; D% |$ L- _( l& q2 uShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
9 B7 K0 \7 [7 othe right, at their option, to convert, on February 25, 2019 and on5 I1 ~* o2 z; N, g! l6 U) t! ?
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any( h# k7 z; ^( R1 p7 ^3 k
or all of their Preferred Shares Series 19 into an equal number of Preferred
5 L9 @" X6 F) z8 {" ]Shares Series 18 upon giving to the Bank written notice thereof not earlier$ b0 r+ \% d2 Q
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
) ?4 N8 |) D5 F; r m0 Q15th day preceding, a Series 19 Conversion Date.* o y5 o+ M; ]
Automatic Conversion If the Bank determines, after having taken into account all shares tendered/ c& n8 z: O. C* R. J
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares, `1 B4 E( h( I! H6 F
Series 18, as the case may be, that there would be outstanding on such+ o: e" Z, [3 [* L
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,- _0 u7 I6 j$ T: t$ f4 T
such remaining number of Preferred Shares Series 19 will automatically be, N3 i( u+ _5 Y6 j: ~: R7 v0 o0 p
converted on such Series 19 Conversion Date into an equal number of
1 g6 c* A8 U: m. t- G, V1 pPreferred Shares Series 18. Additionally, if the Bank determines that, after
8 [4 q1 C6 T' \6 l, }( ~1 lconversion, there would be outstanding on such Series 19 Conversion Date; j/ P* V4 d1 Z% I, g: I
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares9 w+ E5 A+ D" P- [ ]. C
Series 19 will be converted into Preferred Shares Series 18.8 A" a6 h0 |8 n9 {% T/ f# j' n0 M
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
8 [2 ?3 V# Y& d7 B. \Series 19 will not be entitled as such to receive notice of, attend, or vote at,& h& j' _6 U [0 e" H) N
any meeting of the shareholders of the Bank unless and until the first time at
; `9 A) x% T$ C# ?9 h+ }5 ^which the Board of Directors has not declared the whole dividend on the
, R) P" U' O- h, Y0 U; OPreferred Shares Series 19 in any quarter. In that event, subject as
$ U* O _% H, ^: K c3 uhereinafter provided, the holders of Preferred Shares Series 19 will be
4 A. u% K$ X) o* }) A( K3 t0 Hentitled to receive notice of, and to attend, meetings of shareholders at which# k0 t. M+ K b; L3 F2 ]2 Z
directors of the Bank are to be elected and will be entitled to one vote for
' z* ^; |- b% u! `" D: D$ ?( V0 leach Preferred Share Series 19 held. The voting rights of the holders of the2 z5 k- ]$ G9 x" j' [
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
& P$ Q) i( `7 j6 y2 n' Athe first dividend on the Preferred Shares Series 19 to which the holders are
) ^7 I- v' ~3 d8 R& s( _( r6 y1 Mentitled thereunder subsequent to the time such voting rights first arose until
$ J" `+ @7 e) Z8 |5 S1 w7 |# [* Ssuch time as the Bank may again fail to declare the whole dividend on the) a/ U- e' s$ n. O
Preferred Shares Series 19 in respect of any quarter, in which event such
, u; M" W5 w0 y7 r5 T2 Y# pvoting rights will become effective again and so on from time to time.
( E; _. f+ H9 g1 PS-6/ u# ]. k( ]1 S, \! o
Priority: The preferred shares of each series of the Bank will rank on a parity with
+ k# c3 V5 @- x* mevery other series and are entitled to preference over the common shares of
8 R2 C& \6 I! @; ~the Bank and over any other shares of the Bank ranking junior to the5 Y, z: D( w5 P! }& [0 ]
preferred shares with respect to the payment of dividends and upon any9 y w/ d: H. N- K
distribution of assets in the event of the liquidation, dissolution or0 Z* K0 S- w8 U" ]# q
winding-up of the Bank. L# @. t# j6 j' M
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under2 W& m3 c# o, g
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
: }3 E: ^7 A7 pSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
$ h0 _' S5 Q) n, _8 S0 `! h) Edividends received on such shares under Part IV.1 of such Act. |
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