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发表于 2008-11-29 16:58
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下面是BMO的:
, D+ X2 B4 o$ r7 J4 S, ZSUMMARY OF THE OFFERING. j# Y* {( s; R9 x' D8 g0 p
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’’.* I7 |' y3 w4 ]* x
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.% M+ `" [0 O( h# |( S8 t$ ~
Amount: $150,000,000 (6,000,000 shares).
$ W) k9 p$ @- d# X* \Price and Yield: $25.00 per share to yield initially 6.50% per annum.
: \% B& x7 a) L$ s- g) z6 CPrincipal Characteristics of the Preferred Shares Series 18
# b3 B( ?- M- w7 dDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
$ S9 J. m% } qnon-cumulative preferential cash dividends, as and when declared by the
% N2 d N3 J6 I5 w0 QBoard of Directors, subject to the provisions of the Bank Act, for the initial' H& d3 E) |( W! f: ^& a" C
period commencing on the closing date and ending on and including
0 k4 J7 U. \( S4 i0 kFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
, q) V6 `7 a7 o% R" Q25th day of February, May, August and November in each year, at a rate0 [1 e' m" K4 o) r6 Q$ m$ |
equal to $0.40625 per share. The initial dividend, if declared, will be payable( J; a; d' ^. Y
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
5 \2 {* t' l8 S4 p( w4 h. G- Tdate of December 11, 2008.
2 g8 X+ r: |. G7 zFor each five-year period after the Initial Fixed Rate Period (each, a; P, d0 l$ c9 d0 ^6 g; e6 a
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
; [* w, b3 d. iSeries 18 will be entitled to receive fixed non-cumulative preferential cash5 b* n3 u% y2 x) N4 ~- E5 ^
dividends, as and when declared by the Board of Directors, subject to the
8 _ k/ K2 \( F4 `" W% a$ m" uprovisions of the Bank Act, payable quarterly on the 25th day of February,! |& p0 T9 U9 j, w
May, August and November in each year, in the amount per share per annum3 E' V( t) M. I: Q# W5 p
determined by multiplying the Annual Fixed Dividend Rate applicable to
8 f- j) B! a& R, _! U @such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
$ y- k: [! R3 M y2 P2 i; ^Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
. m( Z1 S6 l, S, ^Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day3 B" D7 b2 P+ U+ Q6 I) o y. v
of such Subsequent Fixed Rate Period and will be equal to the sum of the
0 k, A3 r3 d7 Y- v, T3 T* h+ o, t% vGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
8 y [7 K0 ~" H4 V6 tplus 3.83%.
* ^6 W* a% G2 T5 f* QIf the Board of Directors does not declare a dividend, or any part thereof, on
& n2 Z& C9 x% ?2 l( Jthe Preferred Shares Series 18 on or before the dividend payment date for a
! b3 p5 H1 D$ J3 Kparticular quarter, then the entitlement of the holders of the Preferred
$ C- e8 q1 W, ] I9 I4 O# eShares Series 18 to receive such dividend, or to any part thereof, for such
( \* i8 p* [6 E" K( v D6 Aquarter will be forever extinguished.+ ^# f! E7 K% L
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
, O$ M' U6 r, X+ Y, KSuperintendent and to the provisions described below under ‘‘Details of the
6 v2 t. Y0 u; n4 H) m! DOffering — Certain Provisions of the Preferred Shares Series 18 as a9 B Q, ?" w6 i' O: z; V$ _% n4 q
Series — Restrictions on Dividends and Retirement of Shares’’, on
y+ V& R Y1 r/ ?February 25, 2014 and on February 25 every five years thereafter, on not
3 x0 Y9 z! a$ s' K( G/ p: _0 pmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
# ^5 K& P2 Y( n0 y+ npart of the then outstanding Preferred Shares Series 18, at the Bank’s option
' ~* K: k& @ rwithout the consent of the holder, by the payment of an amount in cash for) m4 ?4 h3 a& `& C/ z* U# S2 Y
each such share so redeemed of $25.00 together with all declared and unpaid
) ^1 z2 \0 p8 w& W9 X7 _5 idividends to the date fixed for redemption.
- D# B/ w3 S D; l! P; |+ P8 ZConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic1 Y0 g# \( s8 h1 a1 u+ W9 D! n, ?
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have# C/ H# Y1 u8 V8 D
the right, at their option, to convert, on February 25, 2014 and on
7 K5 d* O+ B) J% G5 y4 PS-4" a/ g5 W+ J2 ]' q' T
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
/ U4 ]& v% t- y( @' G; N5 j$ Bor all of their Preferred Shares Series 18 into an equal number of Preferred
# B) c' K. y1 s8 Y5 ]% yShares Series 19 upon giving to the Bank notice thereof not earlier than. v5 Y, o' V4 u
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day# K" F/ }: e' d. P! Q% j
preceding, a Series 18 Conversion Date.
6 g# v! Y1 z! D m' d; s" C7 VAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
4 V& Y! b3 h5 I" h0 V/ g' ~- hProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares8 a0 [& X4 z& d, I8 x8 U# O; l
Series 19, as the case may be, that there would be outstanding on such7 z% E# v" Z: D0 M: B- a
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,0 K& q/ g. t" e
such remaining number of Preferred Shares Series 18 will automatically be+ U) \7 T2 N; ], q4 Y: D8 f( B; ~
converted on such Series 18 Conversion Date into an equal number of
7 R6 r2 B0 b' Q# q& I" H2 x2 U; p1 GPreferred Shares Series 19. Additionally, if the Bank determines that, after2 s/ Q* \" Z( u5 V8 A% Y
conversion, there would be outstanding on such Series 18 Conversion Date4 P$ o& [! K( O
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares" B2 u5 i7 g& S( j( d! C
Series 18 will be converted into Preferred Shares Series 19.1 Z0 G6 S; a0 ? z, Y6 n; |
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares" C0 q0 m- Y: z0 ~* x2 Y7 {( u
Series 18 will not be entitled as such to receive notice of, attend, or vote at,+ g6 @6 L9 k% Z. H+ F. j* Z9 t3 P
any meeting of the shareholders of the Bank unless and until the first time at
; d( k. Q7 U9 f4 F9 Wwhich the Board of Directors has not declared the whole dividend on the
2 |& ~0 F2 Y( a8 K* ~Preferred Shares Series 18 in any quarter. In that event, subject as+ i/ Q. K: c4 H- i
hereinafter provided, the holders of Preferred Shares Series 18 will be$ l3 e) P, W: E/ q5 W7 r! I9 O) e
entitled to receive notice of, and to attend, meetings of shareholders at which2 J6 q/ w2 Q: C" b) r ~
directors of the Bank are to be elected and will be entitled to one vote for) p k2 n) \2 X2 E
each Preferred Share Series 18 held. The voting rights of the holders of the
3 D6 n; y5 I% ~) C3 u& a B8 GPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
7 J) k* l2 ?) e6 d7 k8 _& [the first dividend on the Preferred Shares Series 18 to which the holders are- W0 G* d+ N1 @: {; W0 b& h
entitled thereunder subsequent to the time such voting rights first arose until
* C+ Y# y) S* Q/ a3 M6 g/ @such time as the Bank may again fail to declare the whole dividend on the; f/ e: w# a6 `2 c* p9 P
Preferred Shares Series 18 in respect of any quarter, in which event such' T% B: Q( T" e; Z( O
voting rights will become effective again and so on from time to time.
! |5 h) P9 q) U% EPrincipal Characteristics of the Preferred Shares Series 19
9 _1 T Y+ R3 j# ~3 y" k$ i5 }' ^Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive8 i+ k3 m. C+ S# ^' Q
floating rate non-cumulative preferential cash dividends, as and when( T& B" O9 t2 u' e3 L- P0 T
declared by the Board of Directors, subject to the provisions of the Bank Act,
* Y' F' J0 p# s, A) x5 dpayable quarterly on the 25th day of February, May, August and November! S/ r2 u1 Y6 G9 [# ` a# i' w
in each year, in the amount per share determined by multiplying the0 Q7 u6 P! J+ T/ L2 w6 u7 f- T
applicable Quarterly Floating Dividend Rate by $25.00.
# O! ^6 ?6 h7 R* T5 r/ oOn the 30th day prior to the commencement of the initial quarterly dividend: ~0 b& K, z9 U9 A6 Y4 o R3 N. I
period beginning on February 25, 2014, and on the 30th day prior to the first; O% |4 j# E( {2 |, }- @, J0 `, k
day of each subsequent quarterly dividend period (the initial quarterly
3 s7 D" {8 ?9 @3 @ U" rdividend period and each subsequent quarterly dividend period is referred to6 f% h% i |9 u; G5 x: G
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
' D! x1 h( q8 M7 s: jQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
( O& n% v8 J+ ^Period. The Quarterly Floating Dividend Rate will be equal to the sum of the3 [4 J# }5 N6 p7 n, ~
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days% U- j/ {' c5 t b7 v
elapsed in the applicable Quarterly Floating Rate Period divided by 365)5 w8 m, E- i; N2 z4 C5 F
determined on the 30th day prior to the first day of the applicable Quarterly
3 \ [; U* h7 W2 s# V" G# vFloating Rate Period.
$ N W% W: S. ? _; V& b4 [9 e$ XS-56 }( A5 I& X3 y
If the Board of Directors does not declare a dividend, or any part thereof, on
3 _$ ^2 c! p% Tthe Preferred Shares Series 19 on or before the dividend payment date for a
. [' Q! n- x% u; o* `particular quarter, then the entitlement of the holders of the Preferred
" q2 b8 M! t; Y) f, xShares Series 19 to receive such dividend, or to any part thereof, for such
" b \0 ~/ _8 G( `( B: O/ zquarter will be forever extinguished.
J0 i, w$ T4 e( F+ ~Redemption: Subject to the provisions of the Bank Act and to the prior consent of the$ o/ {1 |: W+ D. [
Superintendent and to the provisions described below under the heading- U5 q2 n+ k3 w" _/ A/ c
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
$ j) u& b7 t& e7 R& n) i! YSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,8 V. ?+ _0 O# H) P1 U
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
4 C& {) S+ Y9 q& `( Wor any part of the then outstanding Preferred Shares Series 19, at the Bank’s! ]* n$ Q5 Y; B8 `( W
option without the consent of the holder, by the payment of an amount in
7 G2 S, ^9 L6 J9 d5 L+ Icash for each such share so redeemed of (i) $25.00 together with all declared
8 W; E4 U+ P# r" D" R5 E! H( W8 {and unpaid dividends to the date fixed for redemption in the case of0 f( G! C$ \3 A5 B5 ]6 f7 \; B
redemptions on February 25, 2019 and on February 25 every five years
: `+ O1 I, y/ c; {$ H7 `thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
! {) h, d( A& E W% [the date fixed for redemption in the case of redemptions on any other date% o; u, ?" {# Y
on or after February 25, 2014.
" s! A# S( v' W; v1 Q, g* @5 HConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic0 R4 M# H) x0 k8 v& K
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have) a' Q$ _: I% j! H4 @, [
the right, at their option, to convert, on February 25, 2019 and on
: B9 |/ X; o0 w8 |. w1 |# NFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any" y. Y' |* r. d* P+ R7 y3 O! U
or all of their Preferred Shares Series 19 into an equal number of Preferred
. G1 r1 l/ y/ P RShares Series 18 upon giving to the Bank written notice thereof not earlier6 O4 m: q: e, K5 |" ~* l0 }
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the, w$ ?1 P% o: \0 x/ A' F/ b
15th day preceding, a Series 19 Conversion Date.
8 P P- j$ o4 m, @! tAutomatic Conversion If the Bank determines, after having taken into account all shares tendered6 Y4 ?( e5 S d" H8 F m$ u
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
' ]4 ?" Y+ f2 I! Z( ZSeries 18, as the case may be, that there would be outstanding on such% W/ d. d" y& Q9 g/ ?
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
' \; M2 x" B8 u+ T# K8 C" h" Hsuch remaining number of Preferred Shares Series 19 will automatically be
" Y5 C6 c- a& T* c+ D; uconverted on such Series 19 Conversion Date into an equal number of6 `1 I/ M4 f+ J# o( k8 `5 o
Preferred Shares Series 18. Additionally, if the Bank determines that, after" Z* F$ o% r$ \% [2 ~1 B
conversion, there would be outstanding on such Series 19 Conversion Date
) M% E/ b ?& Q5 g' h- w2 O/ _less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares) \, j* ^" a- L- t9 b4 X% p
Series 19 will be converted into Preferred Shares Series 18.4 w1 C( d, p5 x
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
2 P, N1 V1 R9 w! \0 @& OSeries 19 will not be entitled as such to receive notice of, attend, or vote at,5 A- m- B4 L8 D m
any meeting of the shareholders of the Bank unless and until the first time at
t1 m( @( z; r3 f2 \! J+ D- E4 awhich the Board of Directors has not declared the whole dividend on the1 c5 h1 Q. K: Z4 t$ Q/ Z3 I5 b7 `1 s
Preferred Shares Series 19 in any quarter. In that event, subject as+ e$ |7 s- p8 U: Q* y
hereinafter provided, the holders of Preferred Shares Series 19 will be
. J+ u- M/ A0 fentitled to receive notice of, and to attend, meetings of shareholders at which3 m8 Y' T+ d F8 |: X1 M; ?; S) j
directors of the Bank are to be elected and will be entitled to one vote for
, F+ } o6 P2 O, B! \! Qeach Preferred Share Series 19 held. The voting rights of the holders of the
: y# X& n7 H; IPreferred Shares Series 19 will forthwith cease upon payment by the Bank of* c2 k( V4 r K
the first dividend on the Preferred Shares Series 19 to which the holders are
5 K# z, b" h4 V: f4 dentitled thereunder subsequent to the time such voting rights first arose until- z" V6 b/ M) @: Y
such time as the Bank may again fail to declare the whole dividend on the
: ?9 | L2 `/ P+ f3 u4 q9 G# jPreferred Shares Series 19 in respect of any quarter, in which event such( L- z! E# `/ w- D/ ]& v+ |
voting rights will become effective again and so on from time to time.% T9 g- d. q0 x9 i, T
S-6
: I2 d# S4 r3 h# mPriority: The preferred shares of each series of the Bank will rank on a parity with. }) H! i6 {% Z; d. F x/ M. L; w1 a4 `
every other series and are entitled to preference over the common shares of6 e8 }- e( P( ]! _5 o4 H/ j2 M
the Bank and over any other shares of the Bank ranking junior to the
- g2 R' n$ p3 d4 \2 |- Ppreferred shares with respect to the payment of dividends and upon any
& y4 Z; v8 e* Idistribution of assets in the event of the liquidation, dissolution or
- h" P" O0 B2 q8 X2 R) e% H1 P" Uwinding-up of the Bank.9 Y8 E$ L' p' [2 `( j; V) ]& K# z
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
+ j$ } K' T* A! K+ x( L$ IDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares/ R4 H) @2 }% S
Series 18 and Preferred Shares Series 19 will not be required to pay tax on/ j& T+ W4 G, _5 [/ J7 U
dividends received on such shares under Part IV.1 of such Act. |
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