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发表于 2008-11-29 16:58
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下面是BMO的:
' N( L, d9 ^" c& n" i, CSUMMARY OF THE OFFERING
, D8 |. c( ?' ~, a6 CThis 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’’.- m; Q( _" J, }, i# q3 B+ @
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.+ I5 t* p+ G1 @, A0 M
Amount: $150,000,000 (6,000,000 shares).
1 H7 j) {5 t# Y; s4 @3 ]Price and Yield: $25.00 per share to yield initially 6.50% per annum.
! z& u8 P3 p( x/ }* z+ GPrincipal Characteristics of the Preferred Shares Series 18
$ k: B2 ?" Y+ [, ODividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
8 p- ]8 \5 K1 r4 r$ onon-cumulative preferential cash dividends, as and when declared by the
: H8 x' J! O" n d% V8 |. KBoard of Directors, subject to the provisions of the Bank Act, for the initial
* c7 |# f, b6 w3 v( I- |period commencing on the closing date and ending on and including( e. e$ {9 L! z0 Z3 _/ E+ `
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the9 B5 U9 \ q- ^8 R
25th day of February, May, August and November in each year, at a rate
) U+ M# \% d! u% ?equal to $0.40625 per share. The initial dividend, if declared, will be payable8 c2 E, i4 z5 o! Z- W1 z7 r
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
# n( `/ c# |8 u% Y% {date of December 11, 2008. X/ `' \2 i# ]/ f# ?% d
For each five-year period after the Initial Fixed Rate Period (each, a
" [" M. V1 C/ z! M. q; J‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
0 S0 M' W; q u2 \, @9 vSeries 18 will be entitled to receive fixed non-cumulative preferential cash/ H8 z! |! w4 D" `4 I
dividends, as and when declared by the Board of Directors, subject to the
/ Z; f: d' m8 \. t6 Uprovisions of the Bank Act, payable quarterly on the 25th day of February, \3 A5 J1 s: r0 @, b
May, August and November in each year, in the amount per share per annum7 `7 A% l( W7 s
determined by multiplying the Annual Fixed Dividend Rate applicable to9 G0 B% z4 W& M% g' a
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
$ L. A: U2 r# l6 C8 zRate for the ensuing Subsequent Fixed Rate Period will be determined by the
0 |; P2 [! p4 C' }Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
3 U" ?, A& F5 O4 ^+ C, L B1 _: @of such Subsequent Fixed Rate Period and will be equal to the sum of the- o, t% C/ R* c
Government of Canada Yield on the applicable Fixed Rate Calculation Date0 } U# ^5 G1 ?# o$ w' v
plus 3.83%.0 k3 ?( [) [( Z
If the Board of Directors does not declare a dividend, or any part thereof, on; u( n6 C0 f7 e
the Preferred Shares Series 18 on or before the dividend payment date for a
3 ^5 t: J, V, b* V4 w/ W( aparticular quarter, then the entitlement of the holders of the Preferred
3 k' E) w7 o; j$ m! h2 U1 F) v, fShares Series 18 to receive such dividend, or to any part thereof, for such. h( p/ o/ ?# |) ^( q6 N, | k
quarter will be forever extinguished.
8 H! ^+ u' `+ d; B7 uRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
, a8 Q( w0 Q4 {# uSuperintendent and to the provisions described below under ‘‘Details of the: w- ^; N& [4 A
Offering — Certain Provisions of the Preferred Shares Series 18 as a# E: V7 k |& v8 I
Series — Restrictions on Dividends and Retirement of Shares’’, on9 f& {* O8 R/ G; \& A0 c
February 25, 2014 and on February 25 every five years thereafter, on not
4 c" P( {4 G# [: n9 L- pmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any4 Q. P& S+ P& Y' k
part of the then outstanding Preferred Shares Series 18, at the Bank’s option, S/ ~8 x* V" O6 \6 B
without the consent of the holder, by the payment of an amount in cash for9 J9 h+ f6 D1 j4 j. L
each such share so redeemed of $25.00 together with all declared and unpaid
) H/ z C* _2 z) i7 k" Q# ~dividends to the date fixed for redemption.
5 T1 Z7 V+ e: T! O1 |Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
: o6 W" k5 i7 j+ WShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have7 e6 ^- a4 l5 d, J; Z
the right, at their option, to convert, on February 25, 2014 and on7 P0 p( d/ f& W, O. {3 {
S-4! Z% ^ g& K, D3 R: E7 r
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
* V; P! S$ u- ~or all of their Preferred Shares Series 18 into an equal number of Preferred
o/ |! R6 Q0 V& AShares Series 19 upon giving to the Bank notice thereof not earlier than
0 i. r `; H! B/ B ]/ k) n7 F30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day6 L/ ? K3 o* Q0 @2 U% |
preceding, a Series 18 Conversion Date.
" [! q1 ]: z0 C- DAutomatic Conversion If the Bank determines, after having taken into account all shares tendered; l$ u# K ?9 D& U
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
: v5 K: {8 Y% t& [Series 19, as the case may be, that there would be outstanding on such
0 f- b( g. Y* F1 |5 X7 Y; VSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
0 J2 f2 | Y; ~. @* D: q; Y2 `" ksuch remaining number of Preferred Shares Series 18 will automatically be
; |4 v9 S0 `7 N9 oconverted on such Series 18 Conversion Date into an equal number of$ i7 h: Y$ k+ |) S$ v( B
Preferred Shares Series 19. Additionally, if the Bank determines that, after# A# b2 Z# P! a. {% Y- f4 l* r* y
conversion, there would be outstanding on such Series 18 Conversion Date# O6 Y3 d9 U& X4 q
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
$ p* f: K7 K- K2 m7 DSeries 18 will be converted into Preferred Shares Series 19.
6 o7 J- v! _% T2 {Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares. b' W+ C6 r) ~
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
3 a5 ?' n- u Q' F* |any meeting of the shareholders of the Bank unless and until the first time at
" R( p/ O9 H b; G; z* t. pwhich the Board of Directors has not declared the whole dividend on the
+ p9 K) _2 P3 m$ t% `1 MPreferred Shares Series 18 in any quarter. In that event, subject as
s/ J* N1 Y& P9 s! E2 y( z0 _hereinafter provided, the holders of Preferred Shares Series 18 will be
5 q5 u; Z8 i1 X: `entitled to receive notice of, and to attend, meetings of shareholders at which! c. y! p! D; n
directors of the Bank are to be elected and will be entitled to one vote for$ U# C0 I5 I5 Q( r& T* L
each Preferred Share Series 18 held. The voting rights of the holders of the/ b p; Y& }) G* l+ \
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of8 b# U( B' [% h2 t- [8 [8 ^
the first dividend on the Preferred Shares Series 18 to which the holders are7 P! A. `# o8 u2 ~7 p
entitled thereunder subsequent to the time such voting rights first arose until
) r; |! i+ J' n, n" I# ]such time as the Bank may again fail to declare the whole dividend on the
' B# F' u+ ^2 \; k/ v8 NPreferred Shares Series 18 in respect of any quarter, in which event such
- m% H& r. L- m- ^* b/ ^voting rights will become effective again and so on from time to time.
' L7 Z3 A4 P/ u# B5 f5 ]# c' MPrincipal Characteristics of the Preferred Shares Series 19
+ X* d0 D& u9 Q6 D, x' v8 M* @: kDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
% l0 b0 I" |+ f t/ \" ffloating rate non-cumulative preferential cash dividends, as and when
) l; S) c D1 d) O) @6 ndeclared by the Board of Directors, subject to the provisions of the Bank Act,
6 a+ O: j2 p2 o' upayable quarterly on the 25th day of February, May, August and November
' c" ~6 y2 Y4 H5 H: pin each year, in the amount per share determined by multiplying the
3 d. [0 J- ^( l. y$ K. \applicable Quarterly Floating Dividend Rate by $25.00.
# }+ t$ _/ ?& UOn the 30th day prior to the commencement of the initial quarterly dividend- R: q( W4 r! D9 N& S7 g
period beginning on February 25, 2014, and on the 30th day prior to the first
2 ~* z- R7 B; ?" e2 V2 r6 q( E9 }day of each subsequent quarterly dividend period (the initial quarterly" g N: j& ]$ T$ N; A
dividend period and each subsequent quarterly dividend period is referred to+ i/ y; o7 }2 f" B$ C- B0 S
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
" ^$ A9 v9 u( D/ P1 }Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
* s8 n9 ?% }! G, ]: q$ N& OPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
: a/ ]& |! ^* {& B O, m& f8 q. yT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
0 k( @- H; H5 J% l8 Uelapsed in the applicable Quarterly Floating Rate Period divided by 365)
8 T- \8 k8 O8 B: G8 idetermined on the 30th day prior to the first day of the applicable Quarterly1 y' b& B% N( q' A. c6 _0 S
Floating Rate Period.
' S' q; i; q1 c& d. e; yS-53 D7 P, i4 `5 g" s+ T
If the Board of Directors does not declare a dividend, or any part thereof, on6 ~ ]0 F/ |# y8 O
the Preferred Shares Series 19 on or before the dividend payment date for a7 y! B( z4 s4 Q5 T3 }
particular quarter, then the entitlement of the holders of the Preferred% {0 S; T) M6 U) x9 d+ Q
Shares Series 19 to receive such dividend, or to any part thereof, for such
Z6 T* `/ d8 O5 Wquarter will be forever extinguished.
# e" H0 z$ J% ~6 `Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
0 L$ y& G& I- ]Superintendent and to the provisions described below under the heading# X9 h- R. U/ }% M- N2 v/ \
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
, L2 L# M& M8 [; R/ Y% s. A( E% E8 tSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
5 c \* y# X6 O9 h% u7 Bon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
* b6 Y( u, A5 A( Q# Z4 q" ior any part of the then outstanding Preferred Shares Series 19, at the Bank’s4 E6 W2 {, F. F8 E+ w8 b
option without the consent of the holder, by the payment of an amount in5 c2 {% x+ E/ d i6 l* A. M% l
cash for each such share so redeemed of (i) $25.00 together with all declared; |. g+ t7 {& L2 @" f$ ]* m; Y! J
and unpaid dividends to the date fixed for redemption in the case of
" y) C7 ]2 }( @5 F+ N7 credemptions on February 25, 2019 and on February 25 every five years
+ _& [1 m, C; l* a P: G% H% Mthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
4 W7 t# z9 o4 `# ] `the date fixed for redemption in the case of redemptions on any other date# ?% o1 F' |* M5 F
on or after February 25, 2014.5 F* o* o7 g9 {% b# Q& ~7 z; u: _
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
' i; o# N# A$ j, ^Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have9 [/ k8 Y' I, O2 M# \" k
the right, at their option, to convert, on February 25, 2019 and on) u$ o0 x2 z1 d/ X8 v/ u' S
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any! T# A' [* ~. V( q, l
or all of their Preferred Shares Series 19 into an equal number of Preferred+ ] _) W, H0 S$ b
Shares Series 18 upon giving to the Bank written notice thereof not earlier& P! A9 W1 Z) g+ c
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
% N3 F) N W; e; J: s. b15th day preceding, a Series 19 Conversion Date.. ]; _: \. k. E: K- M
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
# D& Y3 [* s2 p& J$ }& o" lProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
$ r+ Q; l6 A& c% ^! J( D1 \- KSeries 18, as the case may be, that there would be outstanding on such
! C7 ]3 v. J# G, f8 y$ J3 NSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
, T2 w- T& L `8 vsuch remaining number of Preferred Shares Series 19 will automatically be2 M! Q' [" i$ `3 m! Z
converted on such Series 19 Conversion Date into an equal number of
) ]- r3 ]) x* N/ ]! a( \Preferred Shares Series 18. Additionally, if the Bank determines that, after
, W( G- U, m5 Z' Q8 X* wconversion, there would be outstanding on such Series 19 Conversion Date7 W7 c) e8 M: b' ^* t$ d% d2 L
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
7 r! H: J1 q2 V# h- _Series 19 will be converted into Preferred Shares Series 18.
, x! B: Z$ Y0 A- w1 |& Z0 pVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares) E1 h: C! G$ f% u7 O
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
6 F( I" C+ ?: O% lany meeting of the shareholders of the Bank unless and until the first time at
/ z( t- Z2 `6 z3 D6 E# uwhich the Board of Directors has not declared the whole dividend on the
! [7 V6 G7 m L) `Preferred Shares Series 19 in any quarter. In that event, subject as* g" J3 D7 J0 B% Z) ^5 S
hereinafter provided, the holders of Preferred Shares Series 19 will be
0 P' z" z4 v6 ~. P1 ~entitled to receive notice of, and to attend, meetings of shareholders at which
( q" E \! Z @8 H5 R* T; Bdirectors of the Bank are to be elected and will be entitled to one vote for2 ]" p# a8 [. S/ g, l
each Preferred Share Series 19 held. The voting rights of the holders of the
# K$ i( I6 |0 J3 Y6 x+ ]9 Q* MPreferred Shares Series 19 will forthwith cease upon payment by the Bank of# {. |5 F7 S7 M! v- G7 |
the first dividend on the Preferred Shares Series 19 to which the holders are, E' i; p/ \' z4 h8 a/ u
entitled thereunder subsequent to the time such voting rights first arose until
) V! H/ t( I9 b' \: T& Nsuch time as the Bank may again fail to declare the whole dividend on the# b/ i6 R* i: m+ d
Preferred Shares Series 19 in respect of any quarter, in which event such
! Q+ p) L# A* \voting rights will become effective again and so on from time to time.
. T6 i( B) q1 NS-62 T8 Y, K' d9 Z' v3 w
Priority: The preferred shares of each series of the Bank will rank on a parity with3 R4 ?# s* D% t2 Z2 ` _1 m
every other series and are entitled to preference over the common shares of
1 w9 b: R+ A* @9 j) y( H9 Qthe Bank and over any other shares of the Bank ranking junior to the
) x9 H' k9 C. t6 Mpreferred shares with respect to the payment of dividends and upon any+ Z* n' \. b# e. u# r8 P ?. K
distribution of assets in the event of the liquidation, dissolution or. M# B% C* |& t( q' r( O
winding-up of the Bank.
3 d P: s+ y7 E$ \9 K" xTax on Preferred Share The Bank will elect, in the manner and within the time provided under8 F. v6 k d L: Q! V$ c
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
H4 X/ g% [: r9 P, C! z( S/ s3 WSeries 18 and Preferred Shares Series 19 will not be required to pay tax on! @% e! N, q. ^+ Y
dividends received on such shares under Part IV.1 of such Act. |
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