 鲜花( 26)  鸡蛋( 0)
|
楼主 |
发表于 2008-11-29 16:58
|
显示全部楼层
下面是BMO的：9 p' m8 |- _& Y) A0 x; L) [
SUMMARY OF THE OFFERING
4 o" C9 a0 L( a2 Y; v- tThis 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 [9 O8 e l$ o3 CIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
/ @6 i; G6 ~6 u9 p1 `5 T! C3 g. \Amount: $150,000,000 (6,000,000 shares).8 ~. z. E7 h0 W# j1 d
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
# v k1 B% G3 ]; a+ RPrincipal Characteristics of the Preferred Shares Series 184 u3 i+ I4 O; K" O- \. Z( n
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed% u0 G! T8 v3 ~/ E6 x6 ]
non-cumulative preferential cash dividends, as and when declared by the
) T; l8 t" E" ]3 cBoard of Directors, subject to the provisions of the Bank Act, for the initial6 n( B* O( t. t4 }6 ]$ X7 R
period commencing on the closing date and ending on and including
3 w3 Z) D7 k) I: Z+ ]0 NFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
1 H$ K, a6 l! C9 ^ e; X. P3 b25th day of February, May, August and November in each year, at a rate% _$ k) G/ d5 [0 r
equal to $0.40625 per share. The initial dividend, if declared, will be payable. d& V3 c/ d1 X) o+ a
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
2 S! a! T8 }$ I+ p" S! q9 ^date of December 11, 2008.
- G3 z" A n9 K O5 }6 P- xFor each five-year period after the Initial Fixed Rate Period (each, a
, O) I7 N5 H8 f. H. C; F+ v‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares8 M2 [! U) `" P: J
Series 18 will be entitled to receive fixed non-cumulative preferential cash
( u6 l* ]( G; @7 B4 Jdividends, as and when declared by the Board of Directors, subject to the
0 i: L. r1 c, z: _) j, h- qprovisions of the Bank Act, payable quarterly on the 25th day of February,
: [6 b$ @1 _9 c0 S1 H TMay, August and November in each year, in the amount per share per annum/ | A+ q t+ h
determined by multiplying the Annual Fixed Dividend Rate applicable to5 e0 w1 ^# z0 B; V. N, e
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
+ `, Z; e% L9 D$ h, L6 d6 jRate for the ensuing Subsequent Fixed Rate Period will be determined by the
0 s/ c" v* ~' \. U! fBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
3 I" z/ t3 |4 ] N8 |7 Y2 I" a9 nof such Subsequent Fixed Rate Period and will be equal to the sum of the% a- Z* l- N8 q; g
Government of Canada Yield on the applicable Fixed Rate Calculation Date
' f* K- P: y, u# hplus 3.83%.
3 c! |- U& Q+ l5 y2 tIf the Board of Directors does not declare a dividend, or any part thereof, on
% X# k6 {; c4 J: Z8 f% hthe Preferred Shares Series 18 on or before the dividend payment date for a$ {- k" [) Q; ?2 [5 q- \
particular quarter, then the entitlement of the holders of the Preferred& v# s* q& K/ M$ ?3 I8 x2 m$ H+ [
Shares Series 18 to receive such dividend, or to any part thereof, for such* q, a: e. ^; o ~1 _
quarter will be forever extinguished.9 k" q4 a6 r0 F. q8 _4 |2 m
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the! O8 u) \% E4 J. d
Superintendent and to the provisions described below under ‘‘Details of the4 P; t; O1 ~% @4 f9 `# o1 H Q
Offering — Certain Provisions of the Preferred Shares Series 18 as a) o/ |) B8 i/ q. R
Series — Restrictions on Dividends and Retirement of Shares’’, on) m4 ~6 @0 B8 A1 e b1 x
February 25, 2014 and on February 25 every five years thereafter, on not& e0 v- Z2 w$ B8 w2 z* R Y
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
7 X! M* z, D$ k- Q5 \part of the then outstanding Preferred Shares Series 18, at the Bank’s option4 W7 i8 m* V8 y; J+ h; n+ c- H0 b
without the consent of the holder, by the payment of an amount in cash for
- N R1 I, \4 G1 u( c9 Keach such share so redeemed of $25.00 together with all declared and unpaid
; c1 a" u0 b& q1 T7 Y- Qdividends to the date fixed for redemption.9 c4 K, [! Z k( L
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic9 n I! |! v: ~) _
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have T; a: w. i( V% C% q
the right, at their option, to convert, on February 25, 2014 and on2 N6 D/ O2 G F# ^$ v: \' E* `
S-4
& | S& ], M( [. i3 w3 N3 P9 `February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any0 B9 P, A, x0 w5 x; C5 K3 P6 v- W0 |
or all of their Preferred Shares Series 18 into an equal number of Preferred
$ V. n0 V' ^4 [6 i) XShares Series 19 upon giving to the Bank notice thereof not earlier than
2 F/ ^3 ^) r, Q. W: V/ L1 Q30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
3 V6 u5 A1 o$ x |% |3 _7 gpreceding, a Series 18 Conversion Date.; s; p; F" Q, b0 S6 v0 S
Automatic Conversion If the Bank determines, after having taken into account all shares tendered% e2 ~$ C8 Y7 K, V/ {
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares q' D @# H6 H0 F
Series 19, as the case may be, that there would be outstanding on such
2 y. Q& [# s% |7 w/ N. B6 Z( L8 _Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,+ j7 _' H/ {2 w0 u. n
such remaining number of Preferred Shares Series 18 will automatically be
7 q/ g" c6 F3 ~1 l7 U# Aconverted on such Series 18 Conversion Date into an equal number of8 S9 m; q$ z: c" X
Preferred Shares Series 19. Additionally, if the Bank determines that, after* b" E$ R% U6 s3 Y; N5 U
conversion, there would be outstanding on such Series 18 Conversion Date$ C! s3 j; F- i' F
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
2 ~, u/ e6 r1 D- a7 J& nSeries 18 will be converted into Preferred Shares Series 19.) U8 ~* o& o3 b. }9 P
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
5 p5 ]: `3 r: z1 ]# v4 U& V' LSeries 18 will not be entitled as such to receive notice of, attend, or vote at,! e3 T: O9 B4 l, m
any meeting of the shareholders of the Bank unless and until the first time at
( f4 u! D5 O+ pwhich the Board of Directors has not declared the whole dividend on the
6 N! u5 ^& b! mPreferred Shares Series 18 in any quarter. In that event, subject as
" n1 ]1 W7 G4 I6 c' b& }1 T# Phereinafter provided, the holders of Preferred Shares Series 18 will be
8 u) H# D v, J+ _- {3 Uentitled to receive notice of, and to attend, meetings of shareholders at which
; b; [3 \: L& }- @1 F6 }directors of the Bank are to be elected and will be entitled to one vote for
4 ^! ]/ R) \( h+ F+ S" Yeach Preferred Share Series 18 held. The voting rights of the holders of the
L/ ^/ g$ Z( s2 k+ xPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
7 P+ j0 W4 G* \, Xthe first dividend on the Preferred Shares Series 18 to which the holders are
! K* Z4 r+ r; M( ~, b% T Eentitled thereunder subsequent to the time such voting rights first arose until* X- ^7 i# S) E* f) P9 [6 f
such time as the Bank may again fail to declare the whole dividend on the
+ {' M& O, K) m9 m3 O- R Q. \Preferred Shares Series 18 in respect of any quarter, in which event such( z3 O% W. r" V
voting rights will become effective again and so on from time to time.# @2 g' g6 ~1 v9 @
Principal Characteristics of the Preferred Shares Series 199 [: X* R8 _0 C" N' c+ o T
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
) D3 o, N% n# f6 g( Jfloating rate non-cumulative preferential cash dividends, as and when
8 {# [9 E/ ~7 d* qdeclared by the Board of Directors, subject to the provisions of the Bank Act,# f2 f7 s" u$ i9 W) ` V' i
payable quarterly on the 25th day of February, May, August and November
& P5 n4 s0 M3 @5 K6 _! v9 T% s1 p! O% ein each year, in the amount per share determined by multiplying the/ e( s$ \1 ^% J9 H
applicable Quarterly Floating Dividend Rate by $25.00.
7 b4 C- ^. s1 `On the 30th day prior to the commencement of the initial quarterly dividend
) j) h$ h6 y+ m' Pperiod beginning on February 25, 2014, and on the 30th day prior to the first
& v9 n* w1 S7 d# sday of each subsequent quarterly dividend period (the initial quarterly
- H( m9 X) d: R# ldividend period and each subsequent quarterly dividend period is referred to
* H% ?3 ~0 K7 |as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the$ Z. M5 S3 R- k9 t: }
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
% ?% S& D0 ]2 Q& y" kPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the; P3 e, E4 G y( c
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
% T0 f( \- N0 i7 Celapsed in the applicable Quarterly Floating Rate Period divided by 365)5 g0 d/ T: q W! M2 L M
determined on the 30th day prior to the first day of the applicable Quarterly% N" r( M3 D, Z3 a w
Floating Rate Period.$ c b' G. J0 O8 v
S-5! W- H" q5 |* K8 s
If the Board of Directors does not declare a dividend, or any part thereof, on6 i9 v& w2 y. ]) l5 m! T2 R4 t
the Preferred Shares Series 19 on or before the dividend payment date for a
2 T3 h) ~1 l1 i8 G9 O2 W8 K1 pparticular quarter, then the entitlement of the holders of the Preferred
5 E# ^ w: b1 I+ e# } nShares Series 19 to receive such dividend, or to any part thereof, for such( i- k/ V+ f$ p& x" M
quarter will be forever extinguished.
5 N5 c: ~3 z* ^" F* CRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
7 G+ y8 [1 n1 n% |- ZSuperintendent and to the provisions described below under the heading
7 o2 T* c0 ~# s( F8 V+ ]- A‘‘Details of the Offering — Certain Provisions of the Preferred Shares9 @$ Y" @& h& V2 f
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
2 m7 b1 Z0 q% `; p% A" Hon not more than 60 nor less than 30 days’ notice, the Bank may redeem all2 \. u! I7 o% u# g
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s8 L0 Y% C$ U6 l+ f* h ^- S Q6 _
option without the consent of the holder, by the payment of an amount in
& |; b0 Z, |. \' ]3 l2 Z1 E3 jcash for each such share so redeemed of (i) $25.00 together with all declared
) E# c) e+ O8 o: h1 jand unpaid dividends to the date fixed for redemption in the case of
" P$ Z* \4 W+ ] \redemptions on February 25, 2019 and on February 25 every five years
% y0 p) Z* F2 L. ^thereafter, or (ii) $25.50 together with all declared and unpaid dividends to: p. }: k$ L8 B0 @; t: J/ ~
the date fixed for redemption in the case of redemptions on any other date
$ g) s9 E! A8 ~: R( yon or after February 25, 2014.
4 b2 a, M J3 n9 |6 BConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
3 ?) p4 E* I8 H! M$ G$ y. uShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have$ s1 \/ b3 g2 a( ~4 k; n
the right, at their option, to convert, on February 25, 2019 and on
$ @; e6 p; ^" C# m: AFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any' S% y: \/ Y A) l, V' E9 Q
or all of their Preferred Shares Series 19 into an equal number of Preferred
2 C' U6 ^7 ^* U3 Z/ \- {Shares Series 18 upon giving to the Bank written notice thereof not earlier. L1 i4 Z2 K- Q) i' N0 m# [
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the6 K$ l/ j* n% x0 C# ^$ z2 [2 Z
15th day preceding, a Series 19 Conversion Date.
1 b8 ^) k% V5 p( o& R; L; R: TAutomatic Conversion If the Bank determines, after having taken into account all shares tendered* L+ q! o6 F4 J8 c
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
4 ^8 @% b) D# }% n. c. e; O/ jSeries 18, as the case may be, that there would be outstanding on such, P0 v |1 Q' d, j) O3 e6 b7 A. p! [
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,2 P) ]7 U! e, S7 @1 J+ A" K* d" k
such remaining number of Preferred Shares Series 19 will automatically be
4 [% l& e$ i1 g* N4 Z- [converted on such Series 19 Conversion Date into an equal number of
) Y2 x9 T6 j: y4 O, r0 \* Q qPreferred Shares Series 18. Additionally, if the Bank determines that, after
; w) h/ f" z; `% m' r/ iconversion, there would be outstanding on such Series 19 Conversion Date
! r5 W, P7 D; U2 O& g9 q& \' ]less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares# @( u: Z6 \7 h; v
Series 19 will be converted into Preferred Shares Series 18.
+ \) S9 M4 F* S" G7 u, |Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
( r! L- c: v- V$ V, GSeries 19 will not be entitled as such to receive notice of, attend, or vote at,9 E& F6 x( Y: P
any meeting of the shareholders of the Bank unless and until the first time at, V9 |. T% U3 N& _
which the Board of Directors has not declared the whole dividend on the
5 T8 W8 D2 s- j$ O! l# KPreferred Shares Series 19 in any quarter. In that event, subject as
i7 \7 B* T; T t2 mhereinafter provided, the holders of Preferred Shares Series 19 will be* H6 s$ R; k4 S; ?1 O& `
entitled to receive notice of, and to attend, meetings of shareholders at which6 d9 j6 J# j$ f5 h; C$ q
directors of the Bank are to be elected and will be entitled to one vote for
. j& d/ A6 C8 H* M2 qeach Preferred Share Series 19 held. The voting rights of the holders of the9 Z2 p2 ?" l& T! I: @: x/ L. P
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of. X& @. r' _% ]1 q
the first dividend on the Preferred Shares Series 19 to which the holders are
0 j6 t& @* n3 D4 g1 ventitled thereunder subsequent to the time such voting rights first arose until
h" I5 c* M9 [' j. k! vsuch time as the Bank may again fail to declare the whole dividend on the
3 l; |9 Q7 y* c4 c3 C+ ~Preferred Shares Series 19 in respect of any quarter, in which event such) ?) u: z4 n4 [4 c8 ]' z# U6 x
voting rights will become effective again and so on from time to time.$ N' z w# r3 M6 u7 A8 r
S-69 m1 L7 O& z! Y
Priority: The preferred shares of each series of the Bank will rank on a parity with& L; l! j1 c# c: }( n1 G$ \3 p! p
every other series and are entitled to preference over the common shares of# T$ D# i; T8 s9 ?/ J- v4 A: r
the Bank and over any other shares of the Bank ranking junior to the
8 H5 E+ u' Q! p, i% H* dpreferred shares with respect to the payment of dividends and upon any7 `1 B) a) s) E! u# C
distribution of assets in the event of the liquidation, dissolution or
; ?1 U, ^* E3 x. G5 r$ ywinding-up of the Bank.
5 x9 H9 L1 g" d4 }6 N# i: YTax on Preferred Share The Bank will elect, in the manner and within the time provided under0 |% y, G: y. t* S7 ^ j
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares) |$ {0 y" j6 w9 E( I
Series 18 and Preferred Shares Series 19 will not be required to pay tax on ?0 X& Z/ `7 @. b5 f( G
dividends received on such shares under Part IV.1 of such Act. |
|
狗仔卡
发表于 2008-11-29 16:54
提升卡
置顶卡
沉默卡
喧嚣卡
变色卡
显身卡
发表于 2008-11-29 17:42
5 U& d# Z; V8 J4 u4 h) h0 V
