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发表于 2008-11-29 16:58
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下面是BMO的:
8 z& c; a% ]" W, c2 x& PSUMMARY OF THE OFFERING4 X6 a6 ^% R# r; y, ]9 {
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’’.
: k1 [/ i4 H7 r+ I z8 RIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.2 E: F, `+ [& |3 w) v& O
Amount: $150,000,000 (6,000,000 shares)./ A: U& `6 j( V" p! w- g
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
0 m3 `+ g( i# \6 `* y! NPrincipal Characteristics of the Preferred Shares Series 18
7 p+ ^- T" c; ZDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed" | g: |8 D1 K
non-cumulative preferential cash dividends, as and when declared by the$ C# r! k. b h I& ~# Q9 \
Board of Directors, subject to the provisions of the Bank Act, for the initial! c( U3 n1 F) W ~' G0 j
period commencing on the closing date and ending on and including& M+ }' d* k; ~1 Y5 D
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
8 o, t! `$ N8 w% |8 W8 y% o# ~25th day of February, May, August and November in each year, at a rate
7 |: u- b) G. \" Wequal to $0.40625 per share. The initial dividend, if declared, will be payable
8 f5 Z A! P: SMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
& ~% L' C9 X2 E0 edate of December 11, 2008.7 H( p: `. B$ ^' G
For each five-year period after the Initial Fixed Rate Period (each, a1 K# c9 s3 a& b6 N, T2 ]
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares0 N0 Q5 M* e3 m i2 M
Series 18 will be entitled to receive fixed non-cumulative preferential cash
; W2 |6 ^* s+ _" K1 U- F) Tdividends, as and when declared by the Board of Directors, subject to the
& I! f! m, W$ eprovisions of the Bank Act, payable quarterly on the 25th day of February,/ M7 B- D. {, J* Q
May, August and November in each year, in the amount per share per annum+ s. \# z& q: q' W7 w) `& H. O- _
determined by multiplying the Annual Fixed Dividend Rate applicable to$ _6 M" t! V+ Y0 p d! V
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend- @- V: I+ p4 `. V f ?- n
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the1 R, o) a; m! c) f: S; D
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day! m6 W6 ?0 G; s
of such Subsequent Fixed Rate Period and will be equal to the sum of the8 S* t# Q+ \% i9 l
Government of Canada Yield on the applicable Fixed Rate Calculation Date
" t$ u9 T. c `+ ^plus 3.83%.
+ V6 W( _7 Q( [$ r" _. {If the Board of Directors does not declare a dividend, or any part thereof, on, s( h2 k# F2 `# w; M
the Preferred Shares Series 18 on or before the dividend payment date for a8 l3 s( ^* D; g
particular quarter, then the entitlement of the holders of the Preferred
2 J: x% m7 d% ?) u; }Shares Series 18 to receive such dividend, or to any part thereof, for such: V' T' b! _; w
quarter will be forever extinguished." R; u4 g- p* a1 K3 `
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
* K6 {9 v5 f4 l* }# b3 E: E# @Superintendent and to the provisions described below under ‘‘Details of the
2 p2 }$ f9 A7 @0 NOffering — Certain Provisions of the Preferred Shares Series 18 as a
" z: T. N& L' K+ KSeries — Restrictions on Dividends and Retirement of Shares’’, on
! k9 d- b' {% w( l. RFebruary 25, 2014 and on February 25 every five years thereafter, on not L7 t8 W8 n" q! P
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any; F1 e# g: a& C! j! ]4 m2 @
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
2 t+ ~! U9 T: z# r; Z" Twithout the consent of the holder, by the payment of an amount in cash for+ ~5 \# [( [. m. S
each such share so redeemed of $25.00 together with all declared and unpaid) P# z& B- U* J: [$ Y
dividends to the date fixed for redemption.
/ M* j3 [: m6 d. H/ rConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
3 ?: K7 x' P# R ^ V7 B! NShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have4 ^8 s0 H2 e2 G7 y( Y3 v
the right, at their option, to convert, on February 25, 2014 and on" A8 t% a4 G4 D- z4 E
S-45 {$ W) L, \3 b: r: Y' p
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any h7 ~5 b2 w# ?9 b- C
or all of their Preferred Shares Series 18 into an equal number of Preferred2 d. \$ e$ L" _
Shares Series 19 upon giving to the Bank notice thereof not earlier than
6 I$ u E) h: ]; V30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day, j: K! H' H9 b4 l. U3 f! S: {. R
preceding, a Series 18 Conversion Date.& F: q( Z, o2 \$ G! c- U2 w
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
! O: b7 {9 F; U0 ?/ XProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
/ \+ P. z, n( w) p5 @" C5 d% qSeries 19, as the case may be, that there would be outstanding on such
/ A: W( p" @5 C/ A4 P; uSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,' t& f$ \9 e: D# E- c' q6 s
such remaining number of Preferred Shares Series 18 will automatically be! ^5 H6 j1 w- s. Y0 y& r% ~0 P) Z; M
converted on such Series 18 Conversion Date into an equal number of0 U3 S1 [' {) u* i5 T* q3 O
Preferred Shares Series 19. Additionally, if the Bank determines that, after0 S) O0 z4 z/ p, L; b) \, s
conversion, there would be outstanding on such Series 18 Conversion Date
8 J' t5 H/ L% N* g- x/ y% t2 mless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
- l! x+ ^7 P& f* A2 L1 ?Series 18 will be converted into Preferred Shares Series 19.& e$ o4 [% p! d7 w0 B
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares. s# H/ E& _/ D- ~+ D
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
O) _1 i0 l/ @8 a' Z; Fany meeting of the shareholders of the Bank unless and until the first time at& |; w% j$ |5 p7 P5 T# g
which the Board of Directors has not declared the whole dividend on the
, @' p1 j1 ?% _3 _Preferred Shares Series 18 in any quarter. In that event, subject as0 E x# O9 Z) y6 ^* Z3 H( z4 S
hereinafter provided, the holders of Preferred Shares Series 18 will be- R3 ^+ `8 F% T# X; t' G3 j# N9 o
entitled to receive notice of, and to attend, meetings of shareholders at which F1 x+ M! \2 l. t2 z$ S0 @4 }- M
directors of the Bank are to be elected and will be entitled to one vote for5 [% G0 g. j, m0 b
each Preferred Share Series 18 held. The voting rights of the holders of the1 C' e' r# b9 c/ U& ]2 L
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
% l" f4 `0 g) Hthe first dividend on the Preferred Shares Series 18 to which the holders are
! n0 h/ C% c9 K p: v/ |) `entitled thereunder subsequent to the time such voting rights first arose until
+ r- T( z8 v1 M! j/ X0 a0 Msuch time as the Bank may again fail to declare the whole dividend on the8 Q! T7 j G E7 K
Preferred Shares Series 18 in respect of any quarter, in which event such
& q' Z; [8 g" i- Xvoting rights will become effective again and so on from time to time.
9 C3 }: d9 ?- ?" e% @Principal Characteristics of the Preferred Shares Series 19
1 n; O+ w5 c7 wDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
; O, r4 h: X2 ^! b' S% O# N tfloating rate non-cumulative preferential cash dividends, as and when
& c8 R; Q1 k) c2 odeclared by the Board of Directors, subject to the provisions of the Bank Act,
/ T9 N8 p7 W# E5 }8 E' ?+ t7 qpayable quarterly on the 25th day of February, May, August and November
0 r2 T' }9 q9 ^- f" W% ]/ N$ hin each year, in the amount per share determined by multiplying the
4 x$ ~6 d0 [, @9 t z2 h6 K+ X( _applicable Quarterly Floating Dividend Rate by $25.00.. Y! F. i( @4 k; T9 _# t0 a% ?
On the 30th day prior to the commencement of the initial quarterly dividend
2 Z4 ]$ U( z5 ]0 ^# nperiod beginning on February 25, 2014, and on the 30th day prior to the first
2 e3 z' j" K% O$ a* B. aday of each subsequent quarterly dividend period (the initial quarterly% [0 V5 P4 t! q$ ^6 x) f5 Q" U
dividend period and each subsequent quarterly dividend period is referred to) ^2 T6 T! I! b5 q
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
; o4 Q. [9 H! v ^) `* W" t0 r1 JQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
/ ~' ]/ H6 w. f* ^: |& E4 ~Period. The Quarterly Floating Dividend Rate will be equal to the sum of the$ _+ j& o9 X, U
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
2 }% l9 O* E4 x! k! v- @$ aelapsed in the applicable Quarterly Floating Rate Period divided by 365)
/ C& p- L* x: x3 @, _- D) Fdetermined on the 30th day prior to the first day of the applicable Quarterly: Z/ X5 l9 \, @ k" i; z6 k0 @
Floating Rate Period.
+ `8 O& e2 f, dS-5% V0 v* ?/ Y5 P4 A6 R" k! O
If the Board of Directors does not declare a dividend, or any part thereof, on9 @9 Q$ A7 F; c* v& _2 Z
the Preferred Shares Series 19 on or before the dividend payment date for a
$ J4 Q* N$ T/ C& w* J3 T! eparticular quarter, then the entitlement of the holders of the Preferred4 [, J* f# B3 P1 G8 I& p$ i4 C
Shares Series 19 to receive such dividend, or to any part thereof, for such% S( `& X! j, b: f) {; F5 S O
quarter will be forever extinguished.0 j' g0 f! P' q9 g# w4 H
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the9 x8 e+ x$ f+ E6 k! K) B
Superintendent and to the provisions described below under the heading
" j/ K2 B: s. I+ Y2 e; c2 {. a. l‘‘Details of the Offering — Certain Provisions of the Preferred Shares( ? R1 b& a- j' e
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
2 m8 W( t4 B! R- S4 n/ w$ mon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
/ \) \+ V0 a/ u" c" E% Cor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
1 |* N: |; }5 q) W5 y; W7 N9 Eoption without the consent of the holder, by the payment of an amount in
/ b5 _; V9 b# h; lcash for each such share so redeemed of (i) $25.00 together with all declared
; U% E0 F" Y. X' P+ s- Zand unpaid dividends to the date fixed for redemption in the case of5 i( I5 r' g1 [9 E9 v4 Q
redemptions on February 25, 2019 and on February 25 every five years
0 v, {" r8 U- J/ U! M" Qthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
2 ~3 l# C$ H/ Fthe date fixed for redemption in the case of redemptions on any other date
" H2 v0 C( Z8 won or after February 25, 2014.
: y" G; B" N% w& iConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic# W( ~! V7 q2 V! U- C" c0 h
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
. T; D5 }. @# ?" g- Fthe right, at their option, to convert, on February 25, 2019 and on% ?' ~- X! N% l/ J& s
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any5 g1 B( r) q, z9 C8 c( ]2 d
or all of their Preferred Shares Series 19 into an equal number of Preferred# f% ~7 y( A+ I# F
Shares Series 18 upon giving to the Bank written notice thereof not earlier% I* L3 D1 `( w% W5 ^
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the/ l& n }$ E5 g
15th day preceding, a Series 19 Conversion Date.: @5 u& K' H! |' B" j
Automatic Conversion If the Bank determines, after having taken into account all shares tendered, a' N5 l! m2 |. Q
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
3 y' z+ i9 n1 N) o9 d* G3 QSeries 18, as the case may be, that there would be outstanding on such* o, Y; I& H. L- b
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,% q% D* o# [* V0 u0 _
such remaining number of Preferred Shares Series 19 will automatically be4 Y, b/ F l$ r" C. R
converted on such Series 19 Conversion Date into an equal number of1 p+ D) `- D( [ K( K h* v
Preferred Shares Series 18. Additionally, if the Bank determines that, after
1 R1 Q$ e9 U4 v$ F7 Wconversion, there would be outstanding on such Series 19 Conversion Date
; z) u: Y2 O+ p- E( Eless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
4 q8 R5 ^+ j( e+ a! d% x" k8 eSeries 19 will be converted into Preferred Shares Series 18.: q% D6 }2 O! h
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
$ O/ w. Z9 M- R; T2 p8 BSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
1 k! m( R1 ~. N% Q v0 nany meeting of the shareholders of the Bank unless and until the first time at9 @* B! U2 J6 E
which the Board of Directors has not declared the whole dividend on the
B+ }1 C$ z; l' l l! FPreferred Shares Series 19 in any quarter. In that event, subject as
4 Z$ B2 P. z2 }, B) Z5 a) vhereinafter provided, the holders of Preferred Shares Series 19 will be
2 q! s. e4 {7 Y7 E: ]entitled to receive notice of, and to attend, meetings of shareholders at which
2 @/ M, k; X6 e3 `7 k( q! L: Ldirectors of the Bank are to be elected and will be entitled to one vote for
: r$ m0 F9 |- Beach Preferred Share Series 19 held. The voting rights of the holders of the" v0 X3 Z. ]& a2 T
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of) ` n) ]3 h' L& V
the first dividend on the Preferred Shares Series 19 to which the holders are
7 m3 F7 s# D8 ]4 t; Tentitled thereunder subsequent to the time such voting rights first arose until
9 b9 w8 N5 Q* L) Zsuch time as the Bank may again fail to declare the whole dividend on the* \$ R5 J6 v9 y7 t
Preferred Shares Series 19 in respect of any quarter, in which event such
3 y ^( H' \- q( D8 C! Avoting rights will become effective again and so on from time to time.3 n1 k1 F. T1 }5 q
S-6" [! K/ K% u" B8 p
Priority: The preferred shares of each series of the Bank will rank on a parity with9 ]8 z" M5 w/ U" v1 G* O P
every other series and are entitled to preference over the common shares of/ r3 v: O' c& l9 B! V g( Y
the Bank and over any other shares of the Bank ranking junior to the
S# I: r! ^8 _0 E& Y- hpreferred shares with respect to the payment of dividends and upon any' A/ ]7 R4 @' S) q- y$ H& u9 p
distribution of assets in the event of the liquidation, dissolution or+ W0 P$ O& u2 ~; e
winding-up of the Bank.. p4 t8 V' b9 w- w
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under$ |/ ?) u" f" r/ p- `
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
' m8 G7 [5 b, V6 V' i: BSeries 18 and Preferred Shares Series 19 will not be required to pay tax on+ J: n3 O' i# l: e# o/ S6 P
dividends received on such shares under Part IV.1 of such Act. |
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