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发表于 2008-11-29 16:58
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下面是BMO的:
I! `& ]5 Z( B( C7 TSUMMARY OF THE OFFERING: [% u0 p+ P! t; v9 e- L: l
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’’.
% a; T9 e0 y; K) y" M( K3 rIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18., Y+ }0 d3 S. G1 Z0 ^* t
Amount: $150,000,000 (6,000,000 shares).& P& |' K" E3 I/ i$ R
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
! K5 l u$ m' R3 ZPrincipal Characteristics of the Preferred Shares Series 18& Z& r1 k6 K# }
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed( s9 U0 U4 Y$ W( A3 d1 Y! e
non-cumulative preferential cash dividends, as and when declared by the
7 z9 h6 v/ S2 R# _2 v1 GBoard of Directors, subject to the provisions of the Bank Act, for the initial
. L: u/ p6 l; g# Eperiod commencing on the closing date and ending on and including3 U0 e& b& `: r
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
4 w5 u+ c2 q/ M$ @ f7 d25th day of February, May, August and November in each year, at a rate3 Q: V; Y' D& H7 R" k9 U# h
equal to $0.40625 per share. The initial dividend, if declared, will be payable+ B. P) Z0 N% u1 g+ ]
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
* M* G" N6 z. Q# o, gdate of December 11, 2008.
/ o8 I7 l* C+ ?. e0 a( \. QFor each five-year period after the Initial Fixed Rate Period (each, a
# { d) J9 g w0 a3 i‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares3 Q3 n7 s! _3 X9 A6 P
Series 18 will be entitled to receive fixed non-cumulative preferential cash! h6 U9 E3 j4 w& z) y- |" T6 b
dividends, as and when declared by the Board of Directors, subject to the
6 ^9 I y* \3 Q8 n/ Tprovisions of the Bank Act, payable quarterly on the 25th day of February,
/ s6 t% y% w! ] ~* B! ~May, August and November in each year, in the amount per share per annum V) t6 C6 |! D
determined by multiplying the Annual Fixed Dividend Rate applicable to$ @+ \: n4 C! c. w8 A5 O
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend. p9 C% T e9 q6 A) @
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the# U a' U/ ~+ W
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
M2 E7 i* E% q) z5 D4 hof such Subsequent Fixed Rate Period and will be equal to the sum of the V# C4 K$ T) P+ x2 e9 D
Government of Canada Yield on the applicable Fixed Rate Calculation Date1 ~4 j- d6 G; b0 @ X& h
plus 3.83%.0 f- x# |: n2 `) v
If the Board of Directors does not declare a dividend, or any part thereof, on
- X- H- @; y+ b C2 q' Rthe Preferred Shares Series 18 on or before the dividend payment date for a
, D& i; k: l' A7 b6 ~% d8 O5 T# uparticular quarter, then the entitlement of the holders of the Preferred
2 X0 A( q$ X+ V1 jShares Series 18 to receive such dividend, or to any part thereof, for such
' r* X; `) G& _ e9 Qquarter will be forever extinguished.9 l: @* ~9 B& f0 E2 g2 [
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
" _) ]) z2 i# H: KSuperintendent and to the provisions described below under ‘‘Details of the
U! w" ? ^; d7 l x' `! t& Q+ MOffering — Certain Provisions of the Preferred Shares Series 18 as a
8 A8 a8 i' K7 a N' R5 @Series — Restrictions on Dividends and Retirement of Shares’’, on8 t& q" e- \- W0 y
February 25, 2014 and on February 25 every five years thereafter, on not
1 t R0 |9 B$ K7 w% @, `" nmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
" V* U G2 Z+ V5 W" Opart of the then outstanding Preferred Shares Series 18, at the Bank’s option
- S5 z3 w* w) ywithout the consent of the holder, by the payment of an amount in cash for
5 V( M0 D) |' q) U3 o0 xeach such share so redeemed of $25.00 together with all declared and unpaid3 B2 p4 m/ r* ~
dividends to the date fixed for redemption.
; j1 A/ U7 [* r$ v! m zConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic& [1 n2 e9 D! t1 n: ~7 i" Y
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have# V& o( S( Q0 @+ S; x' k% \
the right, at their option, to convert, on February 25, 2014 and on- l9 J; H" ?7 ^
S-4- X! x3 Y6 r' N, V" E
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any! C& `! l# \, E/ T7 u$ o; p
or all of their Preferred Shares Series 18 into an equal number of Preferred
- S: @' B- F+ T$ W' n0 x/ vShares Series 19 upon giving to the Bank notice thereof not earlier than2 u+ N- W. k6 t3 p* w7 ^0 X8 N
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day7 s" N# D3 ~$ T K8 B( v* {; }6 p
preceding, a Series 18 Conversion Date.
6 n2 q7 l$ E- a, y5 M7 xAutomatic Conversion If the Bank determines, after having taken into account all shares tendered' [6 g9 V8 B* c: J2 W ^2 w2 r
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares$ e' \ n6 h2 [* k$ P* F
Series 19, as the case may be, that there would be outstanding on such
' G- [4 e7 @9 V: Q+ E. ISeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
2 D# _0 T( Y- qsuch remaining number of Preferred Shares Series 18 will automatically be
; u* j6 }& P; i8 e5 _converted on such Series 18 Conversion Date into an equal number of1 g4 Z1 V% z7 A+ g% }
Preferred Shares Series 19. Additionally, if the Bank determines that, after% x9 B2 x& @; S; W9 ~# F" o6 D. K
conversion, there would be outstanding on such Series 18 Conversion Date
( K- ]0 E. m6 J- _4 V1 ~/ K- Pless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares X6 X. @* S! D, P4 Q
Series 18 will be converted into Preferred Shares Series 19. \1 Z5 ?* X; N( U9 N$ w
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
& J% C* Z1 R! D' Q! QSeries 18 will not be entitled as such to receive notice of, attend, or vote at,3 d" F2 Z! i' W! s* v. Z
any meeting of the shareholders of the Bank unless and until the first time at' H% i8 z; l9 p6 c* T9 v
which the Board of Directors has not declared the whole dividend on the
: R3 w2 K/ E- W' EPreferred Shares Series 18 in any quarter. In that event, subject as( e+ d) N- g* O6 T$ g4 j1 {
hereinafter provided, the holders of Preferred Shares Series 18 will be2 R' k# O( T' x( K
entitled to receive notice of, and to attend, meetings of shareholders at which
$ n& o; G% i1 T# \directors of the Bank are to be elected and will be entitled to one vote for
& d2 h5 D$ \3 peach Preferred Share Series 18 held. The voting rights of the holders of the8 V8 `) @; F: _ k' `: o4 v( u
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of/ Z# e" Y j7 @, M
the first dividend on the Preferred Shares Series 18 to which the holders are- m7 ~; U6 W S/ N
entitled thereunder subsequent to the time such voting rights first arose until
9 Z: B* v' `- x) }# ?+ `such time as the Bank may again fail to declare the whole dividend on the
4 J/ S* k: H% b6 W2 B+ ^- d# zPreferred Shares Series 18 in respect of any quarter, in which event such0 K- }# m* ~6 f) \: |4 z
voting rights will become effective again and so on from time to time.
/ a7 ^# u# M+ X' @/ g" u# G* s' kPrincipal Characteristics of the Preferred Shares Series 19
/ y: a+ ^3 }, |. X M( rDividends: The holders of the Preferred Shares Series 19 will be entitled to receive' g" X3 P+ g7 o6 j
floating rate non-cumulative preferential cash dividends, as and when% o; z" z ]' E1 p. {& {6 q' V
declared by the Board of Directors, subject to the provisions of the Bank Act,
) \+ l4 }' M1 }& |, A Wpayable quarterly on the 25th day of February, May, August and November
: M9 X2 ^% X3 z: E2 win each year, in the amount per share determined by multiplying the, i5 M6 G! u: Z4 O) p, Q
applicable Quarterly Floating Dividend Rate by $25.00.
: J0 R& y8 X2 n6 Q: OOn the 30th day prior to the commencement of the initial quarterly dividend
5 [8 }& O" @+ g0 i5 y3 n: H- C3 Uperiod beginning on February 25, 2014, and on the 30th day prior to the first- d% A* w) ]: \0 R& _
day of each subsequent quarterly dividend period (the initial quarterly
" A$ v) u% A* U, s- ^ Zdividend period and each subsequent quarterly dividend period is referred to
B# Q# p8 J, D, P' r* sas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the7 U/ G* d2 b2 E/ L
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
& E _- I% t8 C$ m# y1 ]Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
& Q' z8 v" q4 I& kT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
6 p' ^9 Q/ [$ F2 r3 C8 ^elapsed in the applicable Quarterly Floating Rate Period divided by 365)
. f n/ g: Q/ U( kdetermined on the 30th day prior to the first day of the applicable Quarterly
}# E$ I! H+ j- {- mFloating Rate Period.6 F& A, m! d; X. y; U6 Z5 X
S-5; B6 ]2 X0 Z# x: Y; t, Q) e
If the Board of Directors does not declare a dividend, or any part thereof, on) R9 v1 O3 o9 _7 k0 I7 C; P! {
the Preferred Shares Series 19 on or before the dividend payment date for a
/ \& P+ O( j `) i% Fparticular quarter, then the entitlement of the holders of the Preferred; m# Z& ^# k. M* u! `
Shares Series 19 to receive such dividend, or to any part thereof, for such- e6 y& V* x2 ?+ L% i0 T m
quarter will be forever extinguished.
/ B7 T6 ^- o* y3 ZRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
) E$ A4 e, z8 Z3 ?1 bSuperintendent and to the provisions described below under the heading6 H* G1 q5 J, z6 x' M6 M& [3 n9 e
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
: \8 Z' Q; I) uSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
X4 D' m: Y& q: b) g+ ton not more than 60 nor less than 30 days’ notice, the Bank may redeem all9 `* ?3 w( x, q* a
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s$ G+ L' w4 {; h3 V/ `# U' v+ q; o
option without the consent of the holder, by the payment of an amount in
) t) _" I4 I1 w( M* U5 q" C) Rcash for each such share so redeemed of (i) $25.00 together with all declared' }: n$ [; H1 H
and unpaid dividends to the date fixed for redemption in the case of# B8 ~ t5 T; `# Q
redemptions on February 25, 2019 and on February 25 every five years
2 Q7 p1 a+ _" @' e( O. @3 zthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
+ s* s( L% S' Uthe date fixed for redemption in the case of redemptions on any other date
) ~# O# N' B3 j" F; K' A U1 Fon or after February 25, 2014.
# ~8 z- z3 W) L% e( a |. ]Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
2 [# b6 T' m% B* q Y) j( B8 k& t, wShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have# C' {/ ]# G t2 U) t) `: E
the right, at their option, to convert, on February 25, 2019 and on! U5 f4 f8 t3 H: f$ |1 y
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any( L/ W3 Y4 M" t0 W8 Z V
or all of their Preferred Shares Series 19 into an equal number of Preferred7 x* {& w1 n$ d m
Shares Series 18 upon giving to the Bank written notice thereof not earlier( [' l- Z/ G% F+ [* j" l8 j/ z" T
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
4 H- O, e9 \2 y% m c" s15th day preceding, a Series 19 Conversion Date.
* f& o/ a, g! [: j: Y% vAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
8 t: X: w3 d9 nProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares* b3 H6 T- d7 {' r& r
Series 18, as the case may be, that there would be outstanding on such( U+ ?. X) V9 T
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
7 U! o1 j# W' c) e& O9 b1 asuch remaining number of Preferred Shares Series 19 will automatically be
) Z4 [& j5 H! z2 w9 m% Nconverted on such Series 19 Conversion Date into an equal number of* C3 p/ U$ k B3 g2 H: {
Preferred Shares Series 18. Additionally, if the Bank determines that, after) J) s' A# a/ I0 o% w$ I$ @* X' m
conversion, there would be outstanding on such Series 19 Conversion Date
( W: ]" Z: g: m8 }less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares& t$ t w: e& O$ H5 G
Series 19 will be converted into Preferred Shares Series 18.; q5 n# [' u: L- H
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares: [6 e; r- x) T5 b
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
. R% S2 q K# K" P( _any meeting of the shareholders of the Bank unless and until the first time at8 [! X1 D0 f% l3 @, Y+ v) H
which the Board of Directors has not declared the whole dividend on the# Q( O9 G4 n7 U+ J2 v
Preferred Shares Series 19 in any quarter. In that event, subject as
j- t/ [( h3 a2 e6 Ohereinafter provided, the holders of Preferred Shares Series 19 will be4 ?5 N5 g3 Y8 T9 W( i
entitled to receive notice of, and to attend, meetings of shareholders at which2 f/ y) R( M4 U) |# B! B
directors of the Bank are to be elected and will be entitled to one vote for
_! f: d# W8 g" d9 O6 {: Peach Preferred Share Series 19 held. The voting rights of the holders of the/ J3 g* w) J; l* d5 z* x, R% W
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of0 \# v3 m. s! }
the first dividend on the Preferred Shares Series 19 to which the holders are) g! i# N- ]% l J; ]0 Q% t, i
entitled thereunder subsequent to the time such voting rights first arose until" W3 \( I. A6 D* t: f$ [
such time as the Bank may again fail to declare the whole dividend on the T( a4 l A9 r8 X( H) G
Preferred Shares Series 19 in respect of any quarter, in which event such1 r& m9 V0 M6 r; M
voting rights will become effective again and so on from time to time.
0 l* \8 [ ^7 H1 OS-6
, a( C! q2 ]+ V9 Q3 WPriority: The preferred shares of each series of the Bank will rank on a parity with
7 w, U5 X: C! {$ h3 [every other series and are entitled to preference over the common shares of8 `' N# g9 q. q- e; `
the Bank and over any other shares of the Bank ranking junior to the5 _% g: R9 g8 M S' l
preferred shares with respect to the payment of dividends and upon any4 h! ^0 _2 x$ o
distribution of assets in the event of the liquidation, dissolution or
/ q/ f ]) G0 F* S# c0 @6 ]winding-up of the Bank.
. i) U% `$ [& c2 o0 T- OTax on Preferred Share The Bank will elect, in the manner and within the time provided under
6 r7 A& U: W. y/ A5 l T9 w7 W* RDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares6 a0 I' Y4 s8 I c7 [
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
1 w# D& x0 B6 }dividends received on such shares under Part IV.1 of such Act. |
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