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发表于 2008-11-29 16:58
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下面是BMO的:
! j5 I, H+ q1 s* R" T* [! d! ~SUMMARY OF THE OFFERING
& l T/ {$ k! 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’’.0 E: Z2 f8 o5 K0 |9 r. S4 a
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18. W7 e; U7 T+ N& q
Amount: $150,000,000 (6,000,000 shares).
- _" k) U7 ~3 E1 h( SPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
' r* O% R5 o9 M# Z0 p& S' J& e2 y& XPrincipal Characteristics of the Preferred Shares Series 18
" c1 Q! l4 c& E3 W/ n% e+ ^2 TDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed( W. e& Z. n& w5 Y) ?8 @! E- U
non-cumulative preferential cash dividends, as and when declared by the% J3 U( y6 s/ X6 H! Z
Board of Directors, subject to the provisions of the Bank Act, for the initial
: ?. }2 [7 X, f, l5 u: a% ]period commencing on the closing date and ending on and including
4 k9 T# [# f/ \; p4 v4 Z& {February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the' [$ P0 k+ e9 o( z7 I6 @
25th day of February, May, August and November in each year, at a rate4 e3 @# ?( ?$ o; o7 A
equal to $0.40625 per share. The initial dividend, if declared, will be payable" m6 G& `, ?# Q- Y* w. `( i$ ?* K
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing* C& I9 ]: l5 F# C( M( X
date of December 11, 2008.
) k2 X+ g* K3 R: I( iFor each five-year period after the Initial Fixed Rate Period (each, a3 B& L2 \1 n& f/ S" F
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
0 h9 j3 n+ i7 i' _* {' L2 RSeries 18 will be entitled to receive fixed non-cumulative preferential cash7 C0 i# d$ @$ e1 g2 ?
dividends, as and when declared by the Board of Directors, subject to the+ ]" P( ^; q2 Q. e* _
provisions of the Bank Act, payable quarterly on the 25th day of February,; @. Y* i5 j+ _& d# K* M# Z
May, August and November in each year, in the amount per share per annum9 x p* ~" f) S, v6 _. r1 v( ?
determined by multiplying the Annual Fixed Dividend Rate applicable to& [' S( f& W; N
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend! ?9 Y/ q- u5 y; u
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
0 Q+ K! `* E8 l' N3 ]7 dBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
# ?2 t7 {. i: D6 s* s* l+ {! E" qof such Subsequent Fixed Rate Period and will be equal to the sum of the) X2 ^3 R8 @% y4 h$ v
Government of Canada Yield on the applicable Fixed Rate Calculation Date: _5 Z. T9 @/ n) `7 e6 T
plus 3.83%.8 e% ^$ h) A; ?) Q; s9 ?' j
If the Board of Directors does not declare a dividend, or any part thereof, on
# ^+ r0 d; y% z9 }" ?( zthe Preferred Shares Series 18 on or before the dividend payment date for a
" i4 ~0 p% x3 Y9 r {. \particular quarter, then the entitlement of the holders of the Preferred
- Z' Q1 K) I+ P6 J* EShares Series 18 to receive such dividend, or to any part thereof, for such
$ C1 N( c% @+ Q3 C; yquarter will be forever extinguished.4 D3 M" ~% J; ?* m" m
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
5 t' K6 `1 n/ k [8 b5 w3 |Superintendent and to the provisions described below under ‘‘Details of the
f& Q- j, p5 [+ o5 tOffering — Certain Provisions of the Preferred Shares Series 18 as a6 n) b0 U; H3 g) c, _
Series — Restrictions on Dividends and Retirement of Shares’’, on
, X$ j% ~7 U1 j" q: QFebruary 25, 2014 and on February 25 every five years thereafter, on not
5 J8 T, s: E- C; R+ E2 |more than 60 nor less than 30 days’ notice, the Bank may redeem all or any! g! K) B$ _% {* a$ ~; ]; B; p7 J
part of the then outstanding Preferred Shares Series 18, at the Bank’s option6 @7 n& N# M4 X$ ^
without the consent of the holder, by the payment of an amount in cash for
; q9 j$ E6 }. r2 L/ P* B6 Qeach such share so redeemed of $25.00 together with all declared and unpaid
$ I7 D9 \+ |- Y9 A* v( m, Z4 jdividends to the date fixed for redemption.
0 t9 j5 e/ O1 {0 Q. j. t! p' Y8 ~Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic& h# ^5 \7 |* n/ D2 e: C& j
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
- Y2 U# t1 Y9 |* |% ?- Ithe right, at their option, to convert, on February 25, 2014 and on* c9 x7 f; ?1 w, U4 D; c) @+ H
S-4
: h; M4 w( p5 s6 m; v2 pFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
3 {$ {1 L' n* E R- ?2 eor all of their Preferred Shares Series 18 into an equal number of Preferred8 y; N3 E% f+ g# d/ g' j
Shares Series 19 upon giving to the Bank notice thereof not earlier than2 M! J6 \- ~3 Q$ [" f# E+ u; j+ o
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
: R5 g: \$ A8 lpreceding, a Series 18 Conversion Date.& E8 ? x5 l' a9 Z
Automatic Conversion If the Bank determines, after having taken into account all shares tendered9 t# E& G( W9 q( D. d2 |
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
" Q- d c+ I( s9 N7 MSeries 19, as the case may be, that there would be outstanding on such
% v) ?' X) `. u; _' d4 q, Q# CSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,/ `2 s* y( \' S7 ^: Z
such remaining number of Preferred Shares Series 18 will automatically be/ E' ]3 H0 a! F z2 ?9 H5 L4 N& a
converted on such Series 18 Conversion Date into an equal number of
) ~4 I& g3 c' B5 ]Preferred Shares Series 19. Additionally, if the Bank determines that, after
* j* D# k' p7 n, r9 J' W0 dconversion, there would be outstanding on such Series 18 Conversion Date
9 ^% L. r. b% P j$ z$ iless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
, Z% L7 ?$ `6 tSeries 18 will be converted into Preferred Shares Series 19.' g% s. D3 @3 I* e
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
5 i8 C8 T; g4 q& y3 YSeries 18 will not be entitled as such to receive notice of, attend, or vote at,7 M+ T% e6 J: y
any meeting of the shareholders of the Bank unless and until the first time at( r3 J6 _. J! G7 ?
which the Board of Directors has not declared the whole dividend on the
5 m. C7 B1 A, H8 K0 x4 B: s- dPreferred Shares Series 18 in any quarter. In that event, subject as
& y" w/ |/ C: j" b) K8 h K% dhereinafter provided, the holders of Preferred Shares Series 18 will be5 x' j `$ U" U5 }& W3 @/ d
entitled to receive notice of, and to attend, meetings of shareholders at which
6 o6 `- I* M- D& [directors of the Bank are to be elected and will be entitled to one vote for
7 \) S/ J+ T5 @' H! l* Aeach Preferred Share Series 18 held. The voting rights of the holders of the
5 c6 J# {' o! t: NPreferred Shares Series 18 will forthwith cease upon payment by the Bank of, I+ W0 ?$ M+ R" ?( b2 M3 o
the first dividend on the Preferred Shares Series 18 to which the holders are
3 c0 C0 u0 @1 \& v3 D) Hentitled thereunder subsequent to the time such voting rights first arose until. r4 E- U$ i0 Y( Y3 w
such time as the Bank may again fail to declare the whole dividend on the: s* x2 e0 E6 d
Preferred Shares Series 18 in respect of any quarter, in which event such1 E" B8 ~/ T2 w; G3 i Z$ I9 `, R* ?
voting rights will become effective again and so on from time to time.& j1 z8 Y* z% C) T% l9 M
Principal Characteristics of the Preferred Shares Series 19% I8 ~( O- V' q# f
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive$ y4 _* _! ?3 v8 W4 }; m v9 K
floating rate non-cumulative preferential cash dividends, as and when; t* r& h3 U0 F5 S1 D- C* c
declared by the Board of Directors, subject to the provisions of the Bank Act," B* {$ w+ n7 l2 y: ~9 q# Q
payable quarterly on the 25th day of February, May, August and November* A: `5 N1 T8 ]+ T
in each year, in the amount per share determined by multiplying the
+ M4 V2 g4 ^6 ]) Japplicable Quarterly Floating Dividend Rate by $25.00.
% \( h% N- `; \$ G' k$ Q2 g. ]On the 30th day prior to the commencement of the initial quarterly dividend7 Q9 k" I+ {0 f( w# U( T5 _* a
period beginning on February 25, 2014, and on the 30th day prior to the first
2 j; R- _ P( y) ~* Yday of each subsequent quarterly dividend period (the initial quarterly5 _6 Q7 j! A* H# V( J# R
dividend period and each subsequent quarterly dividend period is referred to% W4 S4 t& T( f" ^- c/ a4 K
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the8 e, N3 ~2 M4 t4 D
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate: F: c7 N! d2 U# d8 w5 `1 ~
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the2 j6 F5 C( E/ K! W9 b' n5 j+ ?9 X
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
% i. ^# G6 ]- d7 L9 ]! e4 R* Gelapsed in the applicable Quarterly Floating Rate Period divided by 365)1 z: _; f" u* E+ ^
determined on the 30th day prior to the first day of the applicable Quarterly/ k$ k1 h4 p( b" _ m7 `8 \) I' G
Floating Rate Period.
$ R/ L( S [4 C# [9 c" ~8 z6 fS-5( T) ~6 M6 ?$ J. C* E! [) }
If the Board of Directors does not declare a dividend, or any part thereof, on* V2 Q# U6 s' r/ K' q- l
the Preferred Shares Series 19 on or before the dividend payment date for a
: @9 L' ?4 ^, i2 w5 x2 Uparticular quarter, then the entitlement of the holders of the Preferred
X1 z0 M! z/ H7 q/ AShares Series 19 to receive such dividend, or to any part thereof, for such9 m" g {0 p0 X4 p, }
quarter will be forever extinguished.
. O; U5 u8 C3 c' FRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
' _# g: \3 G8 d5 z* a+ h+ M, k) MSuperintendent and to the provisions described below under the heading
8 i) B* L* z9 B% \‘‘Details of the Offering — Certain Provisions of the Preferred Shares6 e0 s* p+ q% p. N
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
4 p1 K- V" W% K2 z2 v+ @! [5 q/ Con not more than 60 nor less than 30 days’ notice, the Bank may redeem all3 W2 H' s/ P: g' P# f+ T0 o
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
; i9 v) n0 y. ]& X( o( p+ noption without the consent of the holder, by the payment of an amount in
( B6 o( z ]9 mcash for each such share so redeemed of (i) $25.00 together with all declared- I8 j: e- T% X0 d, L* b. L
and unpaid dividends to the date fixed for redemption in the case of
9 V2 ~" c( H }- K! rredemptions on February 25, 2019 and on February 25 every five years
* `) m/ G: ]2 w) u$ {$ fthereafter, or (ii) $25.50 together with all declared and unpaid dividends to5 _9 F! J4 U4 k
the date fixed for redemption in the case of redemptions on any other date% Z* ?3 k f/ H+ W
on or after February 25, 2014.8 M- c' c4 c" g- S8 ]! w
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
, _: `& |/ f( q* A- \. D0 l* I7 jShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
5 n. E, C" [7 B# I+ qthe right, at their option, to convert, on February 25, 2019 and on
n" M6 L8 `4 b3 n) x0 ~% MFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any0 P+ m# V% p6 w% G9 @# F+ ]
or all of their Preferred Shares Series 19 into an equal number of Preferred
2 ? G) {" T" I9 AShares Series 18 upon giving to the Bank written notice thereof not earlier
0 _5 ^5 ? H# N. N% u9 B$ wthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
8 R, ?+ z: n; o& c, j15th day preceding, a Series 19 Conversion Date.
9 a& d0 {2 b" X) }& l9 MAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
5 k+ ^7 |4 i8 ~& W( }Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares0 p. ?5 b/ H* I [( r7 @" P; u
Series 18, as the case may be, that there would be outstanding on such8 ]2 F$ |8 q6 Y/ e$ H
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,) r: l- A3 ^0 _ I( {
such remaining number of Preferred Shares Series 19 will automatically be
, t9 }. w) ?6 ^3 s6 h" Zconverted on such Series 19 Conversion Date into an equal number of
2 R/ c8 n+ l' B6 Z XPreferred Shares Series 18. Additionally, if the Bank determines that, after
3 _2 W" k) G8 R ^conversion, there would be outstanding on such Series 19 Conversion Date
: D% X% f6 ]" z& q0 Jless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
& G& o, X3 i2 n/ ~ o; C' b/ C5 GSeries 19 will be converted into Preferred Shares Series 18.; P: N7 i8 C2 T; @0 |! B1 v
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares/ ^. t0 ~( K/ m) M8 @/ _8 j9 B
Series 19 will not be entitled as such to receive notice of, attend, or vote at,: R! g# X! p" ^8 w
any meeting of the shareholders of the Bank unless and until the first time at
+ b: ^3 B" s/ S: c9 [9 awhich the Board of Directors has not declared the whole dividend on the0 F3 x5 e( X6 e' C( n) e( h6 ]% U
Preferred Shares Series 19 in any quarter. In that event, subject as
8 T! o% ?: |. R' j5 D6 ` qhereinafter provided, the holders of Preferred Shares Series 19 will be
) A: E% E% Z( n2 yentitled to receive notice of, and to attend, meetings of shareholders at which
0 W. Z9 r$ d6 B+ i2 `# Qdirectors of the Bank are to be elected and will be entitled to one vote for
; y# L+ E+ @) Leach Preferred Share Series 19 held. The voting rights of the holders of the0 ^1 D2 D+ s9 C4 e
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of/ Q0 p6 ?& Q3 t! I% n/ V5 e
the first dividend on the Preferred Shares Series 19 to which the holders are0 i; Z+ ]0 Y5 K# L' ]
entitled thereunder subsequent to the time such voting rights first arose until
! }/ B% q$ H" y# l) M7 [: Isuch time as the Bank may again fail to declare the whole dividend on the; s2 T# A. a1 d' L
Preferred Shares Series 19 in respect of any quarter, in which event such
) U5 L0 f4 b8 s3 c9 Dvoting rights will become effective again and so on from time to time.+ u/ N. Y" g& b' m8 d
S-6+ G. m4 m7 _- E8 _
Priority: The preferred shares of each series of the Bank will rank on a parity with
N" t. V6 f) ]7 n/ Yevery other series and are entitled to preference over the common shares of
; o9 Y# e. F) _" [. Gthe Bank and over any other shares of the Bank ranking junior to the; t+ s0 K$ i7 J
preferred shares with respect to the payment of dividends and upon any5 I- h L1 g, X: X' p! p: h7 Z
distribution of assets in the event of the liquidation, dissolution or1 y5 C7 C# h7 L% F+ E
winding-up of the Bank.# C+ i8 s) t3 p+ x' _4 E |
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
+ B( M! E3 _8 EDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
! A3 Y2 }/ ]: H3 _' [Series 18 and Preferred Shares Series 19 will not be required to pay tax on( `6 ~" x& z. U
dividends received on such shares under Part IV.1 of such Act. |
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