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发表于 2008-11-29 16:58
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下面是BMO的:
J& y) m+ G- ~: G: E- A6 h; \/ uSUMMARY OF THE OFFERING3 Q3 g! V, M9 n1 u0 P
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’’.. O# o4 @1 A7 B5 o
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.5 V8 e& H) b3 Z- K$ ]) @* C/ ~- E4 w! ^
Amount: $150,000,000 (6,000,000 shares).
- J+ i9 K/ U* L2 L+ A3 z, ?Price and Yield: $25.00 per share to yield initially 6.50% per annum.
/ G @8 s; Y% e3 R/ W! W$ t( S( g% b, vPrincipal Characteristics of the Preferred Shares Series 18
. ^! H+ B, `2 q5 g1 Q" D) m" ?2 b' NDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed* q1 A4 w/ X9 _0 Y8 `& V$ x3 w" w* y8 R
non-cumulative preferential cash dividends, as and when declared by the% L9 O0 s' H* X: X8 w9 A: s2 C1 W6 M
Board of Directors, subject to the provisions of the Bank Act, for the initial
9 [+ d' b, `" W; z; iperiod commencing on the closing date and ending on and including
+ F5 J' K% T+ u v5 ZFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the. H+ k' P& w0 d. X: q1 d
25th day of February, May, August and November in each year, at a rate, F1 R) f- _4 Y. ?0 W2 `7 ?* M" Z
equal to $0.40625 per share. The initial dividend, if declared, will be payable
) {" v: \1 c0 Y- n; |! [7 bMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
5 m# I# {4 E6 p& V4 }: ?# Udate of December 11, 2008.6 ]: |( M/ j6 o3 l9 k$ t) f
For each five-year period after the Initial Fixed Rate Period (each, a
" l; V0 s. Z+ M5 O6 W‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
' j1 f: [3 c& D2 `" r! aSeries 18 will be entitled to receive fixed non-cumulative preferential cash
+ p6 ?$ R- S' @5 m1 h' @dividends, as and when declared by the Board of Directors, subject to the0 Z+ B" B2 D5 j$ N. c) P
provisions of the Bank Act, payable quarterly on the 25th day of February,
2 }( g7 |! x2 a# I$ n. l/ w9 b/ bMay, August and November in each year, in the amount per share per annum
: _$ D# X7 q. U; R4 g* O; xdetermined by multiplying the Annual Fixed Dividend Rate applicable to
+ I+ E( G7 O% tsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
' u1 i0 r" v) sRate for the ensuing Subsequent Fixed Rate Period will be determined by the/ A" k! e( H7 K$ {
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day- g/ D% K5 \) f1 I: E
of such Subsequent Fixed Rate Period and will be equal to the sum of the
) ], w9 L$ t X5 ?) c7 q; BGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
' I' Q5 r3 v/ a7 w- p& vplus 3.83%.
: t5 L# z: [8 w% E4 Z3 j8 IIf the Board of Directors does not declare a dividend, or any part thereof, on* x, r7 G3 C7 l f5 R& v- N) V
the Preferred Shares Series 18 on or before the dividend payment date for a8 e& Z% s9 h1 w& G
particular quarter, then the entitlement of the holders of the Preferred
: Y* l4 i8 _6 B- iShares Series 18 to receive such dividend, or to any part thereof, for such
7 h! z* g6 A4 l* _; Xquarter will be forever extinguished./ a* I1 n8 v! p6 {/ J" S
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
9 L9 C" u( j9 m+ t# m, ~Superintendent and to the provisions described below under ‘‘Details of the- Y; H+ k; I& v) n8 c5 x4 v
Offering — Certain Provisions of the Preferred Shares Series 18 as a
6 u8 Q& [5 `3 NSeries — Restrictions on Dividends and Retirement of Shares’’, on
( h- g2 d/ l- @" g1 G# ]February 25, 2014 and on February 25 every five years thereafter, on not V' J; V. W4 L* u2 u2 O' q( {
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
% t4 H- ?; Q' r2 O, @) _, bpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
4 s# Y% A, ~- @/ J! {- nwithout the consent of the holder, by the payment of an amount in cash for
( v7 i x2 u4 \- I) Ueach such share so redeemed of $25.00 together with all declared and unpaid8 E4 U: X; a9 H, w3 y/ p( o
dividends to the date fixed for redemption.' t5 a+ u( V5 C+ ?4 i2 D
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic+ d; B6 \* n) r( q* D. U# d
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
' a8 ]7 j9 q3 y- Y; C5 L' qthe right, at their option, to convert, on February 25, 2014 and on
+ K, `9 h; n" O4 ~2 KS-4
( [! \9 q' `: x# m6 p/ ~( mFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
$ t' x" a9 j0 D/ u2 cor all of their Preferred Shares Series 18 into an equal number of Preferred
) a7 K2 k' ?! N8 |7 D2 _" XShares Series 19 upon giving to the Bank notice thereof not earlier than# |) K) n/ _( G
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day- w! A4 ], X; \ b, H: T
preceding, a Series 18 Conversion Date.
; W9 p! M& }; O. @0 i5 }9 DAutomatic Conversion If the Bank determines, after having taken into account all shares tendered4 A6 M# M i0 x2 L" b! |
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
4 A" X( h# V I# `7 fSeries 19, as the case may be, that there would be outstanding on such
8 p1 O4 Q' w9 ~" y) m" }Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,3 A& G/ Y, t) n5 q: l- } V
such remaining number of Preferred Shares Series 18 will automatically be' X& u2 X% M9 a. L C
converted on such Series 18 Conversion Date into an equal number of
4 O* O1 q: V) a! QPreferred Shares Series 19. Additionally, if the Bank determines that, after, X$ {7 z6 p) N& ?; r% \* o" ]
conversion, there would be outstanding on such Series 18 Conversion Date1 T% {2 X3 v/ K# D8 N
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares8 [5 q* e8 F* @6 q
Series 18 will be converted into Preferred Shares Series 19.
% _$ \$ `# N( VVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares2 y! t ~5 z& F
Series 18 will not be entitled as such to receive notice of, attend, or vote at,/ _. Q% `: w4 q. ?9 n& Y' T1 E4 T) ^
any meeting of the shareholders of the Bank unless and until the first time at6 m' A% _+ @- D6 ?0 C) |( P7 f, K
which the Board of Directors has not declared the whole dividend on the4 G3 R/ c( u( u5 c% f
Preferred Shares Series 18 in any quarter. In that event, subject as
2 B+ t; Q" O: D, t& S7 w4 yhereinafter provided, the holders of Preferred Shares Series 18 will be2 b- ?& A& a! r' e0 ]8 M) d) y
entitled to receive notice of, and to attend, meetings of shareholders at which4 v+ U9 p' |- O- H2 f
directors of the Bank are to be elected and will be entitled to one vote for( N2 r: m! d' p; Z
each Preferred Share Series 18 held. The voting rights of the holders of the
* H) M7 E% i1 A N$ [Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
1 Y1 a& { i/ R1 _% e6 i9 a4 jthe first dividend on the Preferred Shares Series 18 to which the holders are
K. V6 J6 S; F. \8 b) ^. ^entitled thereunder subsequent to the time such voting rights first arose until8 C% d8 o5 b; Q" @: E1 ]/ a
such time as the Bank may again fail to declare the whole dividend on the
. v9 g i* h: W5 }4 ^Preferred Shares Series 18 in respect of any quarter, in which event such u4 j, d8 e, I! ^
voting rights will become effective again and so on from time to time.
! t: X9 U4 j6 w% vPrincipal Characteristics of the Preferred Shares Series 198 K; _" c6 R, \- ^$ D2 E8 Y
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive) U) F' C) Y% \% x% {! {8 k9 a* H
floating rate non-cumulative preferential cash dividends, as and when: H# j8 z7 B+ J+ J
declared by the Board of Directors, subject to the provisions of the Bank Act,
3 _" w, C, W! l" a1 ]( ypayable quarterly on the 25th day of February, May, August and November
8 }3 O N/ E$ {8 o+ |% Yin each year, in the amount per share determined by multiplying the
8 w0 [0 K3 t- }# f! ^applicable Quarterly Floating Dividend Rate by $25.00.
7 u5 R) w' f' b z% X5 bOn the 30th day prior to the commencement of the initial quarterly dividend
2 R1 x$ g. x8 Mperiod beginning on February 25, 2014, and on the 30th day prior to the first
; m0 \( }, ?) v9 H& E4 k" K2 w& Pday of each subsequent quarterly dividend period (the initial quarterly
& A$ a/ v' G4 n Q; o1 J. ~* ydividend period and each subsequent quarterly dividend period is referred to1 U, c+ A( a H3 D7 m- T5 L1 [& T
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
1 `) N% H) H0 f0 z, h' t3 sQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate8 {$ l! |& r8 x+ V3 l/ O2 n
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
/ q! B6 [$ |+ kT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days3 V7 C0 L3 K* t7 f, N
elapsed in the applicable Quarterly Floating Rate Period divided by 365)1 e: v4 Q" w; q5 V: A* S N
determined on the 30th day prior to the first day of the applicable Quarterly X; L) A- e) P# k) J( F+ w% x
Floating Rate Period.- T3 r) L, `4 V6 e$ F
S-52 ?* X5 i& B7 p" V0 ]( z
If the Board of Directors does not declare a dividend, or any part thereof, on
2 j4 Q3 v; y% P1 y( k. L: Z9 lthe Preferred Shares Series 19 on or before the dividend payment date for a
1 E+ D5 E9 a3 Q) Tparticular quarter, then the entitlement of the holders of the Preferred2 ~, r5 s, ~, S0 {0 g" g
Shares Series 19 to receive such dividend, or to any part thereof, for such
8 N0 _ r+ [6 I; \. P! h- Xquarter will be forever extinguished.
0 m5 I4 l# @0 o6 I0 ^4 J1 SRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
, J2 p8 ?$ U' u8 ^4 [2 N1 b/ BSuperintendent and to the provisions described below under the heading
) {2 ?4 V8 U) D; v( E‘‘Details of the Offering — Certain Provisions of the Preferred Shares, @; }. w" y! M) f& y) Z9 _
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
9 s4 C6 _% O+ Z. ]on not more than 60 nor less than 30 days’ notice, the Bank may redeem all1 \/ Z3 `) c& q( S) W9 n7 z" @3 Z
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s8 C4 e y- I" j9 v. W
option without the consent of the holder, by the payment of an amount in
3 I$ C: l8 ]2 b6 E+ ccash for each such share so redeemed of (i) $25.00 together with all declared
9 j( `! D& y; [3 P' D& |! iand unpaid dividends to the date fixed for redemption in the case of2 V* a, g3 J: \+ C; \
redemptions on February 25, 2019 and on February 25 every five years
6 K7 ^* G7 x( _. u' n0 c* Y2 uthereafter, or (ii) $25.50 together with all declared and unpaid dividends to, _# t2 f0 I& l5 O
the date fixed for redemption in the case of redemptions on any other date
! y) c5 m3 k$ x7 ]# _- Mon or after February 25, 2014.
: k# ]# a3 N% D4 { i& bConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic4 }' j- N9 m& \: }+ z
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
) [0 Q; B# }. }" Ithe right, at their option, to convert, on February 25, 2019 and on/ e1 u2 W6 _5 G" Q0 E! U% q' X4 P) `
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
$ ?- J. U% O$ Z6 yor all of their Preferred Shares Series 19 into an equal number of Preferred
6 b* u+ K1 C' b/ f) V9 B' u$ vShares Series 18 upon giving to the Bank written notice thereof not earlier8 t6 P5 k- Z8 N: N7 C( z7 `# F
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the4 k- A; J; f$ x/ K, K
15th day preceding, a Series 19 Conversion Date.
. V g: Z4 d% }) X: TAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
$ u0 p* f/ d0 ~1 NProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares2 C0 }1 R! q K1 e# S
Series 18, as the case may be, that there would be outstanding on such
1 q# D! s, M7 [0 Z( sSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,' n) O+ H b# W- q' U8 v/ D+ B7 t/ L
such remaining number of Preferred Shares Series 19 will automatically be
: C! d# e* S" x+ xconverted on such Series 19 Conversion Date into an equal number of9 j; O. I& g8 z+ S. H
Preferred Shares Series 18. Additionally, if the Bank determines that, after
3 ~* ?4 n0 F$ |) q0 @# o+ [conversion, there would be outstanding on such Series 19 Conversion Date
9 N$ w+ M# }$ ?1 Hless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares: E# m; B6 h3 W/ s% u( r
Series 19 will be converted into Preferred Shares Series 18.
- d5 z& a j0 G$ dVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares8 [* ^) `5 d# t1 i7 G
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
8 n- B4 `9 t3 p) b. T+ bany meeting of the shareholders of the Bank unless and until the first time at r4 P4 \3 V/ A7 k2 T+ s
which the Board of Directors has not declared the whole dividend on the4 i, b( r' `3 i; n6 N6 {" C
Preferred Shares Series 19 in any quarter. In that event, subject as, p' b4 r$ j9 p3 h5 ~, y
hereinafter provided, the holders of Preferred Shares Series 19 will be, F) i/ K* @; |6 W- E
entitled to receive notice of, and to attend, meetings of shareholders at which
) p3 r( Q! C% @' U2 L+ Q9 j$ xdirectors of the Bank are to be elected and will be entitled to one vote for9 W$ H6 Y8 E4 f9 |3 k: h2 A- t; d
each Preferred Share Series 19 held. The voting rights of the holders of the
: F( G/ b; [7 RPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
6 K1 \* q' O8 Q, t I$ B7 cthe first dividend on the Preferred Shares Series 19 to which the holders are
- h( x' x8 M" I! K1 wentitled thereunder subsequent to the time such voting rights first arose until4 j& y) `9 J% c, [
such time as the Bank may again fail to declare the whole dividend on the. i* v4 y; L4 ^, w* H) u/ h8 z) U
Preferred Shares Series 19 in respect of any quarter, in which event such, v1 Q# M4 I2 Y0 _$ p9 G8 c
voting rights will become effective again and so on from time to time.
- i j# K1 y1 h# F. p3 lS-6' _7 f' X) R' \
Priority: The preferred shares of each series of the Bank will rank on a parity with
0 ?" [4 E. }8 W! v* [* f2 y+ ievery other series and are entitled to preference over the common shares of
+ `/ f1 W. D5 u4 a7 m/ e0 M2 Ithe Bank and over any other shares of the Bank ranking junior to the
6 Z2 W! u2 @7 M' R; W! ^6 {preferred shares with respect to the payment of dividends and upon any4 c; b6 }5 j: G9 G8 W
distribution of assets in the event of the liquidation, dissolution or
4 E7 U2 v9 I* Y6 r2 N' qwinding-up of the Bank.6 z4 b. {! d( o3 t8 z
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under5 C# o$ V; L3 a2 H1 w
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares' h. k& y) I" P$ D
Series 18 and Preferred Shares Series 19 will not be required to pay tax on: Z0 B8 S4 G, P& Z: [' K3 {7 D" ?
dividends received on such shares under Part IV.1 of such Act. |
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