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发表于 2008-11-29 16:58
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下面是BMO的:
! I8 N9 V( V: [7 l: M; ^# b, m) |SUMMARY OF THE OFFERING
$ s0 B3 X, y3 K+ j2 {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’’.
, j" \. H$ [) c. G3 }' ~; ]/ y- vIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.; K+ \$ ~" H3 H/ Z P
Amount: $150,000,000 (6,000,000 shares).
2 F3 n- G" ^9 D0 PPrice and Yield: $25.00 per share to yield initially 6.50% per annum.+ i3 f, Z2 |; ^$ H; V: f1 |
Principal Characteristics of the Preferred Shares Series 18
1 `4 K3 F$ m6 i' [Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed6 U8 j' [6 v# k2 |
non-cumulative preferential cash dividends, as and when declared by the i0 L5 i& `$ `( o, I! u% g
Board of Directors, subject to the provisions of the Bank Act, for the initial+ e; m( O @) ^ u/ m3 L
period commencing on the closing date and ending on and including* [# ~5 T6 y4 \; d; p$ v% B
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
* w! s6 F( x2 O0 t9 V25th day of February, May, August and November in each year, at a rate- ~7 \4 T$ f4 s3 h9 J3 }
equal to $0.40625 per share. The initial dividend, if declared, will be payable
" {5 \6 \5 Y7 L- ]) g5 d7 W/ s$ eMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing7 j2 y: c, L3 ^5 W$ e* ~
date of December 11, 2008.
+ B( E5 |& l1 J& S! mFor each five-year period after the Initial Fixed Rate Period (each, a
0 y) B; t% N5 X9 C2 ^‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares q9 c. y- Y" |) H
Series 18 will be entitled to receive fixed non-cumulative preferential cash
8 v8 M8 A5 y# X3 p+ _dividends, as and when declared by the Board of Directors, subject to the O& h: N( K! d9 [* i8 k
provisions of the Bank Act, payable quarterly on the 25th day of February,! S2 ^: `3 q- D8 b0 p9 {
May, August and November in each year, in the amount per share per annum8 L4 B2 L8 `5 h8 y) I
determined by multiplying the Annual Fixed Dividend Rate applicable to
5 _7 N2 ]7 I7 S. o, n4 T! f+ ~such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend w W; N: P8 a4 ` F3 q' G
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
, g m* ]5 ?. C( V! e% }" B! NBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day" ~+ f' C) q- q/ g" s# `
of such Subsequent Fixed Rate Period and will be equal to the sum of the
. Q+ ~, k Z; y$ H. yGovernment of Canada Yield on the applicable Fixed Rate Calculation Date+ T' j( j+ N7 X" ^
plus 3.83%.: X! }6 N! V, a! q6 `- D. i2 G
If the Board of Directors does not declare a dividend, or any part thereof, on3 s3 O# R+ r4 v. w% [3 u$ X
the Preferred Shares Series 18 on or before the dividend payment date for a
8 e& I& N$ {. l$ W1 Y4 wparticular quarter, then the entitlement of the holders of the Preferred$ L8 e) A6 A( w, c5 u/ Z9 [. t
Shares Series 18 to receive such dividend, or to any part thereof, for such$ i) o, j- m! K, I
quarter will be forever extinguished.; c. [' `/ l- W2 D- i
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
# I2 u9 [6 N) tSuperintendent and to the provisions described below under ‘‘Details of the. ]# t0 |/ P- w* n( m
Offering — Certain Provisions of the Preferred Shares Series 18 as a
" F5 P8 B; ~2 ]3 G a1 g: ~5 @Series — Restrictions on Dividends and Retirement of Shares’’, on
/ q1 ^3 I2 {4 r; k$ X' xFebruary 25, 2014 and on February 25 every five years thereafter, on not
% E: E7 t: q6 l9 d- d) G9 ]" jmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any, Z( K# U5 j; P9 [4 {0 p
part of the then outstanding Preferred Shares Series 18, at the Bank’s option: q# n1 v: T$ {# t# q
without the consent of the holder, by the payment of an amount in cash for
, z( [* X8 H2 Qeach such share so redeemed of $25.00 together with all declared and unpaid% T7 e- K+ P$ w# r2 Q: J+ C. m
dividends to the date fixed for redemption.7 e. N8 u8 B) @
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic/ g( y4 U/ y% h" X% k4 B5 w, |
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
# [; a2 L3 T _; ]9 n" W+ g" J; Zthe right, at their option, to convert, on February 25, 2014 and on M) Y: P f/ F+ f* O* E Y. l
S-43 h; V9 m) P( p; u: ]
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any P8 u4 Y1 c2 u0 z4 M
or all of their Preferred Shares Series 18 into an equal number of Preferred
8 y9 E6 u5 l/ G B! _; l% @) QShares Series 19 upon giving to the Bank notice thereof not earlier than
9 }! T) X N o4 D w30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day# {* i0 y; C6 A0 P! h0 k
preceding, a Series 18 Conversion Date.
% c# R! m6 K9 a/ _! L1 }" W2 TAutomatic Conversion If the Bank determines, after having taken into account all shares tendered* w, x& |) h' [: W+ Q
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares' B& L" V @# ?6 P( F
Series 19, as the case may be, that there would be outstanding on such
. v! h, [0 S* K% r# a4 [Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,% n1 L. R. A, ]8 O0 a
such remaining number of Preferred Shares Series 18 will automatically be9 [5 l" L6 n9 F' O& C$ x8 b# h
converted on such Series 18 Conversion Date into an equal number of
2 \1 @/ f% y. }& _$ R! q7 HPreferred Shares Series 19. Additionally, if the Bank determines that, after# A: \9 z+ Z4 b# M% n
conversion, there would be outstanding on such Series 18 Conversion Date
/ b: g# o& w: {8 V: F' F/ [less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
5 f: `, S" k1 k4 F( N" GSeries 18 will be converted into Preferred Shares Series 19.
( ?& a7 i1 D: Q1 U1 bVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
+ U% d. F: T7 c, KSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
" g: u6 J. L8 i1 Y0 t# r+ P7 Many meeting of the shareholders of the Bank unless and until the first time at, Q! x# L+ X' [5 \
which the Board of Directors has not declared the whole dividend on the# R7 f# s; S3 M8 ~" J$ g# v3 A
Preferred Shares Series 18 in any quarter. In that event, subject as
6 E2 z7 s9 }- s9 o" |4 x# E' V, fhereinafter provided, the holders of Preferred Shares Series 18 will be- `8 n) Q8 O* _* L
entitled to receive notice of, and to attend, meetings of shareholders at which
3 {. _8 C1 I4 c3 v" N [: adirectors of the Bank are to be elected and will be entitled to one vote for
1 K( R5 e4 D- Z. T% }each Preferred Share Series 18 held. The voting rights of the holders of the
/ y; B$ t6 f6 |0 hPreferred Shares Series 18 will forthwith cease upon payment by the Bank of/ L$ w. A1 H( Y' W$ N
the first dividend on the Preferred Shares Series 18 to which the holders are
5 u+ d& o! |, gentitled thereunder subsequent to the time such voting rights first arose until
& J% P6 @+ z# d" N5 k u# q8 qsuch time as the Bank may again fail to declare the whole dividend on the
' |, w3 }* \* LPreferred Shares Series 18 in respect of any quarter, in which event such. W/ |. e5 t& k; C# V: k4 N
voting rights will become effective again and so on from time to time.& k" ~. D" G( s' }9 z# Z1 Y+ t
Principal Characteristics of the Preferred Shares Series 19* H# Q* x: S9 H9 r
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive: e' M, q. r) `2 f( H v
floating rate non-cumulative preferential cash dividends, as and when1 v+ J6 @9 y7 Y6 p2 r! q9 I. o! T
declared by the Board of Directors, subject to the provisions of the Bank Act,
6 a* n* e. q# t1 h! c, f5 e' }payable quarterly on the 25th day of February, May, August and November1 e8 }- p" F2 [3 h2 _* \+ ^, n3 s
in each year, in the amount per share determined by multiplying the7 `) x& p& u1 q2 d9 C
applicable Quarterly Floating Dividend Rate by $25.00.
7 {6 \9 c* J6 ]8 e% }On the 30th day prior to the commencement of the initial quarterly dividend
6 o5 z' P) b, r% Q8 A! {3 E2 eperiod beginning on February 25, 2014, and on the 30th day prior to the first
& [2 E5 j% {2 j7 ?2 \ gday of each subsequent quarterly dividend period (the initial quarterly
. n" h/ y! ]5 H gdividend period and each subsequent quarterly dividend period is referred to
1 ]# S. s; x& Vas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
' M) M* I& K8 Z$ d! lQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate# `* s. b. G0 N$ J; q/ W. B7 ^8 e* u
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the- }3 o7 B$ r/ G3 E3 Z
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
- n5 h1 W4 w G$ f+ `/ s& ielapsed in the applicable Quarterly Floating Rate Period divided by 365)2 q7 P7 J& B0 j3 x- C, D& m
determined on the 30th day prior to the first day of the applicable Quarterly+ Z, M* W1 h) p3 _9 s
Floating Rate Period.
9 N3 A3 k+ _" q% OS-5/ G# F% L+ o- k+ i+ d
If the Board of Directors does not declare a dividend, or any part thereof, on2 y2 G/ l" Q" R- n8 Y0 J/ o3 p; s
the Preferred Shares Series 19 on or before the dividend payment date for a7 h+ I% C* K; X* ^: T3 g: i
particular quarter, then the entitlement of the holders of the Preferred/ o2 D$ u5 A( E: z* u" o! h' Y. R
Shares Series 19 to receive such dividend, or to any part thereof, for such
7 [0 ]6 R) p2 v7 rquarter will be forever extinguished.1 |% H; l5 K( u. {. |# |% Z# c4 y7 A
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
, n$ a; b7 s" C' KSuperintendent and to the provisions described below under the heading
1 w" o% Z" i7 f" r5 {‘‘Details of the Offering — Certain Provisions of the Preferred Shares
n. l- _' j( c! \4 NSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,! X. t' `: ^" w: {, K4 v
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
* P3 e9 A6 q r3 g* b; J% Tor any part of the then outstanding Preferred Shares Series 19, at the Bank’s7 ^. W# m0 `+ h* o+ j3 i# G
option without the consent of the holder, by the payment of an amount in
- \9 i8 |0 s# ]; u/ o% P! Ccash for each such share so redeemed of (i) $25.00 together with all declared
. H) y' i" R9 v5 O, Oand unpaid dividends to the date fixed for redemption in the case of3 F# B* b/ g9 s* O
redemptions on February 25, 2019 and on February 25 every five years
7 t" ?# E- U: A8 T' Dthereafter, or (ii) $25.50 together with all declared and unpaid dividends to7 l2 e' J B% y2 j2 _( y2 t
the date fixed for redemption in the case of redemptions on any other date
1 E, u# v7 Q) K5 j |on or after February 25, 2014.5 }1 I3 F- v4 u5 e/ b8 ^
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic8 H4 U% D: {8 m
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
) Z4 o& [0 g" x3 b- Y! v' y0 Cthe right, at their option, to convert, on February 25, 2019 and on
* L# w$ U9 q. R1 SFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any3 Q2 {* n. X% E9 Y
or all of their Preferred Shares Series 19 into an equal number of Preferred9 E5 I- ~! L/ f2 H% A$ s
Shares Series 18 upon giving to the Bank written notice thereof not earlier: b5 M3 p. ~2 V6 _' ^4 g
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the1 w/ h1 D! [2 {! p6 v/ ?9 }( X
15th day preceding, a Series 19 Conversion Date.. H1 f2 ?" w7 t; s! W. P; v. U
Automatic Conversion If the Bank determines, after having taken into account all shares tendered8 v) n* u& L: m# i3 F
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares9 M! G+ A! h; h9 @) ]; h$ L: _
Series 18, as the case may be, that there would be outstanding on such6 p) x) b1 i6 G" W
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
9 Y% N( k& N+ a% s% Y9 N/ Nsuch remaining number of Preferred Shares Series 19 will automatically be. s: `: E; t0 D% J; }) J: _, a
converted on such Series 19 Conversion Date into an equal number of
/ O+ G$ n/ J; N2 B$ i; Q7 Q$ xPreferred Shares Series 18. Additionally, if the Bank determines that, after
6 I# o% ?3 t) sconversion, there would be outstanding on such Series 19 Conversion Date0 ^. t/ H% m" h5 U
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
+ d) r" h" I& E6 ?) L" P- {! U/ qSeries 19 will be converted into Preferred Shares Series 18.
1 k& R" C% e v1 S% T2 _8 s" [Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares) \; m9 p4 C/ D( S' B1 n' g% n
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
! w4 @0 X! _# o8 [. cany meeting of the shareholders of the Bank unless and until the first time at
% U( r$ D- s) ywhich the Board of Directors has not declared the whole dividend on the
- F9 x# V9 Y7 u. w! Y$ yPreferred Shares Series 19 in any quarter. In that event, subject as2 `) {6 u: E( [) J& w) l
hereinafter provided, the holders of Preferred Shares Series 19 will be
8 N: s7 h1 ^) s5 E% g( n5 H- Pentitled to receive notice of, and to attend, meetings of shareholders at which8 |0 p9 J: \2 \8 d. z# X& D2 \
directors of the Bank are to be elected and will be entitled to one vote for
/ C7 Z8 P0 `8 r; Z, C2 p( Peach Preferred Share Series 19 held. The voting rights of the holders of the
& `3 w/ q+ o4 y9 p+ SPreferred Shares Series 19 will forthwith cease upon payment by the Bank of9 ?5 t: B* u8 E& E
the first dividend on the Preferred Shares Series 19 to which the holders are4 I( y4 U& C9 P9 |
entitled thereunder subsequent to the time such voting rights first arose until" B# x8 B0 |3 `3 O3 w! T
such time as the Bank may again fail to declare the whole dividend on the
6 a1 L2 j5 ?1 E7 J9 p* v* s% ~Preferred Shares Series 19 in respect of any quarter, in which event such& j K3 S. z. @$ L0 X0 ?1 {' f0 p
voting rights will become effective again and so on from time to time.
5 ?5 e! g" T- z8 n1 ~S-64 P |/ M$ _9 ^/ @
Priority: The preferred shares of each series of the Bank will rank on a parity with8 X. j& J9 e( h
every other series and are entitled to preference over the common shares of
1 n/ J! f! _! Xthe Bank and over any other shares of the Bank ranking junior to the
/ [7 A' u# j& m. wpreferred shares with respect to the payment of dividends and upon any
+ |6 X6 D, W2 q: F6 J6 adistribution of assets in the event of the liquidation, dissolution or
/ T: u) ~& I+ w) b" owinding-up of the Bank.) C5 D2 m3 Y' S4 [, y p
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
( t. r" E: E4 i, @& u$ c* c/ QDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
& x1 t6 M3 L( ]/ U0 r. YSeries 18 and Preferred Shares Series 19 will not be required to pay tax on+ H8 T( k$ u, ~) W, I
dividends received on such shares under Part IV.1 of such Act. |
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