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发表于 2008-11-29 16:58
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下面是BMO的:
7 s8 X- F3 Y5 N, V) }6 M. LSUMMARY OF THE OFFERING# O+ S+ o/ ~5 |! p# c; H+ y
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’’.
& b/ j: h% W4 m0 M6 OIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
( a$ N; a/ I" O2 M" x8 ^! [Amount: $150,000,000 (6,000,000 shares).
5 \5 k" c( G5 Z1 {! rPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
5 H% w9 K- b# |5 PPrincipal Characteristics of the Preferred Shares Series 18
: ?/ J2 b" S; D$ bDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
& _* z7 E. P& nnon-cumulative preferential cash dividends, as and when declared by the
$ G" h- q5 D8 \; iBoard of Directors, subject to the provisions of the Bank Act, for the initial
# l2 Q7 }- p' Z9 s {4 Operiod commencing on the closing date and ending on and including
8 d' ~: v( I* g, a8 R' G, }6 PFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the. c+ ?% _7 c' ~. _, V0 r- K1 Q
25th day of February, May, August and November in each year, at a rate
0 \2 v1 K* X: g C) d+ wequal to $0.40625 per share. The initial dividend, if declared, will be payable
% D) k5 S! u3 P$ lMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing( k1 ?9 A4 M; I- N$ q9 q
date of December 11, 2008.# \6 p* M* S$ H i
For each five-year period after the Initial Fixed Rate Period (each, a+ E" v, ?- `' k( N) F9 x- V
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
" n6 z; e5 P1 p" kSeries 18 will be entitled to receive fixed non-cumulative preferential cash
; W% O5 H- F0 V$ f9 w2 D& xdividends, as and when declared by the Board of Directors, subject to the% l( i( ^2 F4 E4 M/ e
provisions of the Bank Act, payable quarterly on the 25th day of February,
* n. i% o9 ~3 O8 `3 K2 T! `May, August and November in each year, in the amount per share per annum0 I1 Q4 I" H* j3 y9 ^
determined by multiplying the Annual Fixed Dividend Rate applicable to
/ J" }+ U3 j: m: z& N) |& Vsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
) r+ v/ R+ g1 @9 @6 YRate for the ensuing Subsequent Fixed Rate Period will be determined by the7 U& L6 \( ]; P3 U
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
+ T' `% s( F- f* }6 Oof such Subsequent Fixed Rate Period and will be equal to the sum of the
6 u* l* V. s8 \7 ~9 L sGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
6 a5 @3 r9 l" j6 s8 }plus 3.83%.! F; N5 p7 T/ q' j% I( a
If the Board of Directors does not declare a dividend, or any part thereof, on
: f! y) b: J$ M& {0 D' cthe Preferred Shares Series 18 on or before the dividend payment date for a
0 }, b- ^4 Z0 |2 w4 ?particular quarter, then the entitlement of the holders of the Preferred
/ M) y# {/ l- |Shares Series 18 to receive such dividend, or to any part thereof, for such9 n% x* J F4 i7 M
quarter will be forever extinguished.
! X0 `" L) p7 _6 Z+ f0 g8 J% u" p( D) vRedemption: Subject to the provisions of the Bank Act and to the prior consent of the- L* `. f; x) F/ G9 N. A
Superintendent and to the provisions described below under ‘‘Details of the3 N, A8 f1 e0 R. V2 [$ q0 I- f
Offering — Certain Provisions of the Preferred Shares Series 18 as a+ p' L( R' h+ T- |
Series — Restrictions on Dividends and Retirement of Shares’’, on
) l2 s* b. b5 B' ^February 25, 2014 and on February 25 every five years thereafter, on not
! o# a+ W- S+ q+ ?3 Z( ^! smore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
5 A: d+ E \) W% \. p0 mpart of the then outstanding Preferred Shares Series 18, at the Bank’s option0 ]; K' B0 T$ C
without the consent of the holder, by the payment of an amount in cash for
6 f( R8 u% q. Q+ leach such share so redeemed of $25.00 together with all declared and unpaid4 J* g7 A) ~0 v" x4 q
dividends to the date fixed for redemption.
( x$ w: `% X" M; M8 ]; n9 ~Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic, ^. |. f8 b o/ F
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
1 [9 _: t. L$ Fthe right, at their option, to convert, on February 25, 2014 and on
9 A; _+ n' b* iS-4* V- Y$ q- h b" g! \) a2 d
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any8 j6 e$ n- l6 y% ?
or all of their Preferred Shares Series 18 into an equal number of Preferred
, q' \! t' Y; O1 `1 `& o; UShares Series 19 upon giving to the Bank notice thereof not earlier than
+ u6 r* F( f# x0 h* q+ }4 P' _30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
& H$ `6 a/ [' e1 `preceding, a Series 18 Conversion Date.( s2 V& D' w1 j3 q
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
9 q' Z$ B- M; ~4 q8 xProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares$ F' G7 @6 r* X
Series 19, as the case may be, that there would be outstanding on such
2 z2 r" q+ l% T D) f2 b) Q) fSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
- l7 U( o# b8 k$ Q I' h% Zsuch remaining number of Preferred Shares Series 18 will automatically be6 G' v7 V5 h1 u( O: ^; m
converted on such Series 18 Conversion Date into an equal number of
+ }/ P+ r% ~, D1 Q1 f' H6 qPreferred Shares Series 19. Additionally, if the Bank determines that, after
$ M9 V6 x8 P. E! econversion, there would be outstanding on such Series 18 Conversion Date2 I+ @0 a7 v7 W. S- s1 y
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
9 _! e/ n; h% b2 C( vSeries 18 will be converted into Preferred Shares Series 19.0 E- E- S5 V6 b g1 D4 ?
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
; ?" T5 j4 J3 e4 h' i( ASeries 18 will not be entitled as such to receive notice of, attend, or vote at,, Z( i0 c( G: s1 R' r
any meeting of the shareholders of the Bank unless and until the first time at# w' O5 D3 F7 _4 M0 j+ A0 p
which the Board of Directors has not declared the whole dividend on the
: _' E; z7 L9 M% |7 V2 {Preferred Shares Series 18 in any quarter. In that event, subject as9 A' S: Y; s: z) [9 U+ S5 S
hereinafter provided, the holders of Preferred Shares Series 18 will be2 F- V2 Y, |9 U" J
entitled to receive notice of, and to attend, meetings of shareholders at which9 J( s' U0 P5 T* N
directors of the Bank are to be elected and will be entitled to one vote for9 N" Q# D. D4 H: Z2 z4 B4 J
each Preferred Share Series 18 held. The voting rights of the holders of the8 y( C- a: o+ p( l: U9 M1 P
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of! f3 X ~+ R; p& }4 Y, Y
the first dividend on the Preferred Shares Series 18 to which the holders are
/ v( d+ H3 h# l; l$ C5 hentitled thereunder subsequent to the time such voting rights first arose until
7 X: `, E! b. tsuch time as the Bank may again fail to declare the whole dividend on the" u3 w, m3 n4 U5 N% V
Preferred Shares Series 18 in respect of any quarter, in which event such, ?( e" ~8 u3 d4 ?, D% W: J" F
voting rights will become effective again and so on from time to time.9 X% o- _: L% T. [# F
Principal Characteristics of the Preferred Shares Series 192 x2 T' T0 J2 b0 P4 y. ~
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
; K: f/ b# Z; vfloating rate non-cumulative preferential cash dividends, as and when+ C; j. O8 b( H/ I) ?! Q
declared by the Board of Directors, subject to the provisions of the Bank Act,
. k% x$ ?* L8 qpayable quarterly on the 25th day of February, May, August and November
$ j* Q, V1 M' g4 R$ y1 G3 y1 win each year, in the amount per share determined by multiplying the6 U8 J1 w4 T1 ]' F$ D& V
applicable Quarterly Floating Dividend Rate by $25.00.
7 k9 G5 {+ P, t" U2 xOn the 30th day prior to the commencement of the initial quarterly dividend2 q* m1 E2 B6 i" J3 R7 u; D, |# n
period beginning on February 25, 2014, and on the 30th day prior to the first
, D- ~; j( P3 M) ]! O8 {! R4 _3 e$ qday of each subsequent quarterly dividend period (the initial quarterly
+ x6 }. K& Z# O% s/ H: n& xdividend period and each subsequent quarterly dividend period is referred to$ _; G, M) u! g2 C( q% r
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
' ]' I" v" B# ]+ t! z1 P/ u( SQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate& L& i5 a2 @8 [$ w b3 z1 v1 ^
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the1 U) x% E% f% Q3 C
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
o% P4 h7 a% j" Aelapsed in the applicable Quarterly Floating Rate Period divided by 365)
2 b# e9 N& l* ]( @* }; S, Ldetermined on the 30th day prior to the first day of the applicable Quarterly
|4 K* }$ |# Q. A1 o3 RFloating Rate Period.
, ^; r0 L# F- T2 }* O/ Q; GS-5' h% E+ ?2 w* ]! N
If the Board of Directors does not declare a dividend, or any part thereof, on% }' S8 S/ L9 J/ v9 E! I& X2 c
the Preferred Shares Series 19 on or before the dividend payment date for a# R7 W9 X" R0 O8 j* j8 S4 d2 G
particular quarter, then the entitlement of the holders of the Preferred
+ s k+ i: `3 t0 L1 rShares Series 19 to receive such dividend, or to any part thereof, for such
# I: `, _# c1 Yquarter will be forever extinguished.
" w/ D6 Y: X: i [Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
8 O9 u% n% \8 i9 _2 ? T! USuperintendent and to the provisions described below under the heading7 M9 R2 F: j/ v; {
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
9 F. J7 y6 F9 l( p3 JSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
, C$ z0 _' C% T ~0 y4 k) v$ fon not more than 60 nor less than 30 days’ notice, the Bank may redeem all/ j( @4 A8 W0 j! {5 X/ N+ Q
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s t, i% n* _! N! f
option without the consent of the holder, by the payment of an amount in& q6 n; U+ A9 t, G2 w
cash for each such share so redeemed of (i) $25.00 together with all declared
$ k6 Z$ F/ W6 {( Qand unpaid dividends to the date fixed for redemption in the case of
+ h/ D2 Z% i* q) o5 i3 Iredemptions on February 25, 2019 and on February 25 every five years) H+ u" e( F" i0 _7 N1 @- r3 s" H
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to4 r& K! ~7 Q4 l0 ]% }3 m" N
the date fixed for redemption in the case of redemptions on any other date! B( `% R7 G8 J4 H. O% x
on or after February 25, 2014. Z: ` h8 w' ]! I$ [. n2 r
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic0 e8 w6 |- S1 q" o. u
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have. f, i" \) n9 d( J( B( [$ G4 _
the right, at their option, to convert, on February 25, 2019 and on
/ o/ _9 H5 a6 m# PFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
+ m! l7 j+ T t; @& t2 nor all of their Preferred Shares Series 19 into an equal number of Preferred/ H. \9 y6 q$ h! |
Shares Series 18 upon giving to the Bank written notice thereof not earlier& n5 E" G: T* x+ p: j
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
1 U2 f) o/ w+ F8 _0 U15th day preceding, a Series 19 Conversion Date.7 i0 D7 X% p/ [" t. ~. }
Automatic Conversion If the Bank determines, after having taken into account all shares tendered# {& J# O. {2 x+ m5 e2 h9 d7 B
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
) H- d/ W: x7 _; nSeries 18, as the case may be, that there would be outstanding on such5 R4 M- r2 y3 }' @
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
P' r/ E8 O; G; g6 \ `such remaining number of Preferred Shares Series 19 will automatically be: }3 n3 \% Z, j+ T8 X
converted on such Series 19 Conversion Date into an equal number of( r0 d9 k6 }! W" ~
Preferred Shares Series 18. Additionally, if the Bank determines that, after- I' d5 Q/ i* ^9 Z; M' @6 F( d
conversion, there would be outstanding on such Series 19 Conversion Date
( H: o2 I8 j9 u wless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares* i- n+ d( J# D
Series 19 will be converted into Preferred Shares Series 18.
: _ a8 v7 B& Q$ tVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares5 s, j: K- l. d8 s @) r1 w
Series 19 will not be entitled as such to receive notice of, attend, or vote at,! m# z+ L9 J" Q# c
any meeting of the shareholders of the Bank unless and until the first time at! r* p; J& l, w
which the Board of Directors has not declared the whole dividend on the
9 G- U2 Y; m2 I. `2 g3 hPreferred Shares Series 19 in any quarter. In that event, subject as
; z2 K* M: D9 D! shereinafter provided, the holders of Preferred Shares Series 19 will be @4 N4 U- i: J* R
entitled to receive notice of, and to attend, meetings of shareholders at which
. L! k# `3 [: m3 f3 ~; T" r/ g9 Udirectors of the Bank are to be elected and will be entitled to one vote for' a- ^4 y7 }/ h$ t, y( R# |. [. L3 e& k
each Preferred Share Series 19 held. The voting rights of the holders of the& |* \- f" N. w5 o# \5 Z, M0 t
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
1 x7 e8 e& w* W2 | A& T0 Jthe first dividend on the Preferred Shares Series 19 to which the holders are. Z$ x8 m% `$ `$ J( i/ |9 }' h
entitled thereunder subsequent to the time such voting rights first arose until
" [$ |9 S( L+ V8 W% vsuch time as the Bank may again fail to declare the whole dividend on the. z3 j3 f$ r$ {3 T
Preferred Shares Series 19 in respect of any quarter, in which event such5 I! f, p Q; ]3 t6 B$ C8 ?
voting rights will become effective again and so on from time to time.
0 a5 n- t, H% CS-6: Q& n6 C9 u+ {
Priority: The preferred shares of each series of the Bank will rank on a parity with
/ i, p9 Q" V9 B' C4 z. G! hevery other series and are entitled to preference over the common shares of
' }: s& U2 E" A R9 ]8 D) K" @+ @the Bank and over any other shares of the Bank ranking junior to the
$ A; s' `5 ?( q. J- Q2 M$ ^4 ]preferred shares with respect to the payment of dividends and upon any
3 S7 ^& Z' O; c6 z( i L8 {distribution of assets in the event of the liquidation, dissolution or
4 ~0 |) `8 U* t& N" [winding-up of the Bank.
" H1 @# s, k& T) eTax on Preferred Share The Bank will elect, in the manner and within the time provided under6 t+ y+ J- M- J& p
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
4 N' _* g6 v3 |( L+ LSeries 18 and Preferred Shares Series 19 will not be required to pay tax on/ @2 w( K6 T" N6 {! [1 A1 d7 T2 \
dividends received on such shares under Part IV.1 of such Act. |
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