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发表于 2008-11-29 16:58
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下面是BMO的:
5 L3 @1 k T4 X9 u3 mSUMMARY OF THE OFFERING
6 `+ S5 {$ b: ~# ~. YThis 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’’.' E7 j& \8 [" J T) j- g
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
% B% P' v% K- U5 v9 EAmount: $150,000,000 (6,000,000 shares).% R0 W; V1 J- _" b/ [) J
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
4 z' Q8 t4 u+ r, F% i2 q( q$ qPrincipal Characteristics of the Preferred Shares Series 18
2 c8 M! ]- y5 }9 e8 M/ fDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
; ]4 [" v# O5 }6 F& knon-cumulative preferential cash dividends, as and when declared by the( }, A9 i3 V* x1 k9 w
Board of Directors, subject to the provisions of the Bank Act, for the initial
' r* R, V# I4 |* F; Q6 P8 n$ Tperiod commencing on the closing date and ending on and including# x7 l# l8 E5 U' e. C
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the& F2 q! X: @* w
25th day of February, May, August and November in each year, at a rate. }. D) S' N' }0 V3 D' B6 h- R
equal to $0.40625 per share. The initial dividend, if declared, will be payable
6 U. K3 f0 x9 |& z) q" IMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing0 `0 N0 ?$ k* q' {) _
date of December 11, 2008.* @0 W' F/ u i; i# m
For each five-year period after the Initial Fixed Rate Period (each, a
" O% n! h3 z- v: ]‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares1 V8 U& b3 H* `% b0 k9 p/ [6 A
Series 18 will be entitled to receive fixed non-cumulative preferential cash) ~1 W `% u( Z" K
dividends, as and when declared by the Board of Directors, subject to the& e" c2 e- c) a' P' c) q. v" b2 B- E
provisions of the Bank Act, payable quarterly on the 25th day of February, e5 C, R( m" e. I# N
May, August and November in each year, in the amount per share per annum
8 M& \6 p! P8 R& h7 C+ {: C: ]determined by multiplying the Annual Fixed Dividend Rate applicable to
) P+ {/ h6 |6 c$ Jsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend8 b8 F; B) v" i. L
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
6 ~. [$ L$ b8 H3 |$ N. }. X9 Q8 BBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day4 r; r$ H- ~( L8 b. T
of such Subsequent Fixed Rate Period and will be equal to the sum of the% \" W; N! E) n" z
Government of Canada Yield on the applicable Fixed Rate Calculation Date4 u, c# L4 q' d1 ?9 j
plus 3.83%.. @8 ^1 k/ p6 K6 E. H5 q/ T- C0 p
If the Board of Directors does not declare a dividend, or any part thereof, on6 F$ s: _ k2 ]
the Preferred Shares Series 18 on or before the dividend payment date for a+ C8 P; M9 o/ G% g$ ~
particular quarter, then the entitlement of the holders of the Preferred0 |5 I% i1 V; I) V7 ^
Shares Series 18 to receive such dividend, or to any part thereof, for such
$ R8 l: ]* W' ^5 _. Dquarter will be forever extinguished.
: O. Z5 v% k4 ]7 T' w' G' _Redemption: Subject to the provisions of the Bank Act and to the prior consent of the1 {$ q+ C) h& }
Superintendent and to the provisions described below under ‘‘Details of the
3 K T5 f8 s$ R, [; |Offering — Certain Provisions of the Preferred Shares Series 18 as a x1 o$ }; G+ l* _- Y0 V; N3 s% _
Series — Restrictions on Dividends and Retirement of Shares’’, on
9 f$ [. j' a2 _5 @& b2 eFebruary 25, 2014 and on February 25 every five years thereafter, on not) i& Y* p9 ?- S& g7 H; V0 B* b- G
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
$ V% A! }' O& d7 Vpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
' k( u! _* d/ m% v6 `2 Q- D: Iwithout the consent of the holder, by the payment of an amount in cash for0 Q# Q* ?/ I/ A# _" K
each such share so redeemed of $25.00 together with all declared and unpaid c( B4 ]0 K* C2 }4 V
dividends to the date fixed for redemption.' C5 V) W, y @" t' a( W
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
0 o& Q( H6 m- a. S7 s/ tShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
2 }4 ]0 R4 u: uthe right, at their option, to convert, on February 25, 2014 and on
4 l# x6 K; f# VS-4
* V6 C7 ?' \9 W5 y1 |& yFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any' [8 p* u. A, P r3 ~- ^4 w4 D
or all of their Preferred Shares Series 18 into an equal number of Preferred! G: e/ s% p9 a M. C+ v
Shares Series 19 upon giving to the Bank notice thereof not earlier than
: c0 w% w9 @* ?% F30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
0 \, I5 a8 j/ S3 [preceding, a Series 18 Conversion Date.
% H4 C$ [/ o5 {. iAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
% x$ r# Q( t. pProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
5 H. c4 C$ W8 eSeries 19, as the case may be, that there would be outstanding on such4 y d# E7 Z2 G! B7 S. {2 I' e+ W: A
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
1 }8 f5 _9 S- Tsuch remaining number of Preferred Shares Series 18 will automatically be
$ H' _9 e6 s$ D Vconverted on such Series 18 Conversion Date into an equal number of
/ a$ g' E( V+ w0 a3 CPreferred Shares Series 19. Additionally, if the Bank determines that, after- f' r! @; X# J
conversion, there would be outstanding on such Series 18 Conversion Date
6 P3 ~4 ]( l* ]less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
3 k3 X0 e& k+ |' aSeries 18 will be converted into Preferred Shares Series 19.
, r+ v. `3 `& p2 ]4 FVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares) p2 F& v. e. y! }3 ^
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
4 g( H0 i& N0 cany meeting of the shareholders of the Bank unless and until the first time at
% S% L$ q' f. q4 w6 i% C% Nwhich the Board of Directors has not declared the whole dividend on the
' G+ k, R) A- {Preferred Shares Series 18 in any quarter. In that event, subject as$ J: j7 c3 n- Q( a! Z. J
hereinafter provided, the holders of Preferred Shares Series 18 will be* K; R9 [0 l. m8 g3 E6 t; t( y
entitled to receive notice of, and to attend, meetings of shareholders at which! z7 d7 V, p" c
directors of the Bank are to be elected and will be entitled to one vote for) w- ]/ Z" e* Z# Q! D, o1 H' ?
each Preferred Share Series 18 held. The voting rights of the holders of the
( S+ i9 U* B; c1 g! YPreferred Shares Series 18 will forthwith cease upon payment by the Bank of5 e& e7 _" J% @1 B& Q. h3 ?! ~
the first dividend on the Preferred Shares Series 18 to which the holders are9 z$ C ~3 e, m% o1 i
entitled thereunder subsequent to the time such voting rights first arose until) ]8 b, W+ ~. C: @" u
such time as the Bank may again fail to declare the whole dividend on the
& P& I% T4 P: c/ W' [( N, _" `/ fPreferred Shares Series 18 in respect of any quarter, in which event such
3 x& D' G9 b( ^1 {8 w9 Tvoting rights will become effective again and so on from time to time.
; Z3 y3 V; R% m b( XPrincipal Characteristics of the Preferred Shares Series 19. M" B" z" V" y6 Z9 }
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive" p8 }/ T( [) C t
floating rate non-cumulative preferential cash dividends, as and when. L+ u" b# m% q9 q( G1 j& I- b! R
declared by the Board of Directors, subject to the provisions of the Bank Act,! E, b$ F0 N e6 D
payable quarterly on the 25th day of February, May, August and November d$ x3 O( y3 C# D4 ?) e
in each year, in the amount per share determined by multiplying the- O5 ~$ G2 C l+ r2 }+ @; N% \
applicable Quarterly Floating Dividend Rate by $25.00.' i, M( W t; U# X9 B$ ~9 e5 q
On the 30th day prior to the commencement of the initial quarterly dividend2 o0 A/ A% o6 S8 f+ o2 L' {( p
period beginning on February 25, 2014, and on the 30th day prior to the first6 P$ K5 J8 v( M& m3 U* l* N
day of each subsequent quarterly dividend period (the initial quarterly
8 g* ? z, T7 Udividend period and each subsequent quarterly dividend period is referred to
. v2 ~9 ~8 y8 P& e! ?as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
3 ^" B H) M# U1 LQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
f* v5 [# b, }; D7 i& z. WPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the3 b7 \( Q. [& O' l
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days# W+ {+ P2 A$ ~" w0 J, ^# Q& D6 e
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
" l" M5 U3 v( y- B6 h- Ndetermined on the 30th day prior to the first day of the applicable Quarterly
0 x0 D+ X. S' J" g& w) U& ]Floating Rate Period.
4 r' o1 R! x# g- M* wS-5
. x( H; B1 ~2 o/ D9 L. D$ s; d: t3 iIf the Board of Directors does not declare a dividend, or any part thereof, on8 {: k5 N. @' P
the Preferred Shares Series 19 on or before the dividend payment date for a: x! N* A! i5 ^4 n/ H
particular quarter, then the entitlement of the holders of the Preferred
/ y! ]& f" G2 Z, _3 OShares Series 19 to receive such dividend, or to any part thereof, for such0 ?6 [* o7 S1 j
quarter will be forever extinguished. R5 \4 J" i: L1 o* c9 y
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the; Z# Y! D. ]2 g* x6 w% d
Superintendent and to the provisions described below under the heading4 C$ e/ `; e. x% Z
‘‘Details of the Offering — Certain Provisions of the Preferred Shares5 ]8 C9 ~( ^0 N, W
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
2 P3 o& q5 j, q/ Eon not more than 60 nor less than 30 days’ notice, the Bank may redeem all9 C7 w. [! Y, k6 j1 q7 e9 M
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s! m7 Z' l/ Z) k( S
option without the consent of the holder, by the payment of an amount in
7 _0 }2 D/ @: k+ qcash for each such share so redeemed of (i) $25.00 together with all declared! R5 F v* _% t; l L r' n
and unpaid dividends to the date fixed for redemption in the case of/ L0 p; Z% R; Y* J% O3 i
redemptions on February 25, 2019 and on February 25 every five years
# O; t6 p. U) `1 x$ ythereafter, or (ii) $25.50 together with all declared and unpaid dividends to
% B2 K' o! }3 |. {! Cthe date fixed for redemption in the case of redemptions on any other date
4 h ^, O7 j. v2 t) q- v: }) lon or after February 25, 2014.
* z; {" i- r& y- P1 z b0 mConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic% h7 d, e& k' e* k
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have5 Q0 m- \" [: ^; S1 d
the right, at their option, to convert, on February 25, 2019 and on
n; \+ l* f1 s) Q+ w: iFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any+ U% l$ a9 v/ t* `8 Q3 r/ |" K' i6 e
or all of their Preferred Shares Series 19 into an equal number of Preferred
8 I) H/ O! u9 bShares Series 18 upon giving to the Bank written notice thereof not earlier- F% h( E- R8 c* O
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the6 y% @: t- z/ l; {/ {$ m
15th day preceding, a Series 19 Conversion Date.
: ~9 ~: C! k/ v/ z* n6 Z+ q+ S' eAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
5 y3 x( v. ?3 U6 F& Y) d* BProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
; l9 r6 ~* x8 o1 W2 G; E2 _Series 18, as the case may be, that there would be outstanding on such
% s0 D" B9 t5 p5 R0 cSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
& E) f* E& q' c: gsuch remaining number of Preferred Shares Series 19 will automatically be* N( H6 K/ Q1 m; N6 `, M
converted on such Series 19 Conversion Date into an equal number of
. v# |/ `2 G% ^! f- ~& PPreferred Shares Series 18. Additionally, if the Bank determines that, after
' @ z. U3 C m/ hconversion, there would be outstanding on such Series 19 Conversion Date6 u4 p3 `$ G2 }8 n N+ P4 o" g
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares: P" l, S9 K' j8 \, @- D6 V
Series 19 will be converted into Preferred Shares Series 18." q2 j0 J/ U, B, _; |
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares+ ~! ^6 V7 n% v) k, a
Series 19 will not be entitled as such to receive notice of, attend, or vote at, h# R! M* |/ \) |
any meeting of the shareholders of the Bank unless and until the first time at
3 X; p3 C2 w4 I1 O8 Kwhich the Board of Directors has not declared the whole dividend on the
" _6 e% p: c" t/ L" {+ OPreferred Shares Series 19 in any quarter. In that event, subject as
- D* H% h8 L" Y2 C' whereinafter provided, the holders of Preferred Shares Series 19 will be3 C2 U& M, c3 w6 {% e
entitled to receive notice of, and to attend, meetings of shareholders at which
* a7 ~/ i" F5 a" Mdirectors of the Bank are to be elected and will be entitled to one vote for
x; P7 S5 I3 G8 feach Preferred Share Series 19 held. The voting rights of the holders of the
0 `4 B+ G- [8 r8 p% B1 uPreferred Shares Series 19 will forthwith cease upon payment by the Bank of6 b3 P l9 h; |
the first dividend on the Preferred Shares Series 19 to which the holders are9 ~" m) t5 G% w( L: i2 e4 Q
entitled thereunder subsequent to the time such voting rights first arose until2 k2 Y( A, v% v/ W- |8 h+ Y' B4 w
such time as the Bank may again fail to declare the whole dividend on the
* X% K% U: ^. A/ b7 A* fPreferred Shares Series 19 in respect of any quarter, in which event such `4 ]+ c6 b M6 s
voting rights will become effective again and so on from time to time.
- P+ C6 Q( C9 @$ R, m. sS-6
; n6 W/ P/ l1 w6 d0 N5 j4 n( kPriority: The preferred shares of each series of the Bank will rank on a parity with2 R! T# _/ V i5 P' o
every other series and are entitled to preference over the common shares of
) H& A5 _# A. g. U. J* `: h, Jthe Bank and over any other shares of the Bank ranking junior to the
0 A. G1 ?% |$ ~5 \" e6 dpreferred shares with respect to the payment of dividends and upon any
' h1 \' l" `! k+ }- Y% xdistribution of assets in the event of the liquidation, dissolution or! n X7 e2 @. j m! x3 L y
winding-up of the Bank.8 C" W V" K8 s/ v6 X
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under+ E8 l E/ |, |+ d# w) l
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares4 A1 Z3 R r9 v% x
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
- q( s% p4 a8 C y/ w z- Vdividends received on such shares under Part IV.1 of such Act. |
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