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发表于 2008-11-29 16:58
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下面是BMO的:
# b9 E. k* S) ]$ sSUMMARY OF THE OFFERING% m0 k# [0 f0 O2 |2 G; @
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’’.
, d4 Q) m7 X2 |Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
" s0 N4 p( H: WAmount: $150,000,000 (6,000,000 shares).
! d' `; |8 P1 _% ?: q0 w* A9 kPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
+ @6 m. I) I2 n( i$ R/ G5 M# ], P; \$ }3 gPrincipal Characteristics of the Preferred Shares Series 18
" A$ {! j. f7 NDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
% c4 I7 W% s7 ^+ P- d5 l3 e: G2 {non-cumulative preferential cash dividends, as and when declared by the+ m5 F: S# a: y( S" _3 @, c
Board of Directors, subject to the provisions of the Bank Act, for the initial- a+ S( o/ g( q3 M
period commencing on the closing date and ending on and including
# W2 a; [+ K2 b/ _February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the# n" x4 s2 [& p5 H+ d& T
25th day of February, May, August and November in each year, at a rate
+ F+ G H( q/ aequal to $0.40625 per share. The initial dividend, if declared, will be payable. }% X# _+ [. t5 V7 ^" F: m
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
2 i/ {2 H" [! j9 ~8 I" gdate of December 11, 2008.
" t( A7 e S6 `For each five-year period after the Initial Fixed Rate Period (each, a
" Z, Z0 c- T9 ^+ d‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
% z h& F! H8 ]4 ?) P# QSeries 18 will be entitled to receive fixed non-cumulative preferential cash
: W+ x9 V3 e" L6 Z3 edividends, as and when declared by the Board of Directors, subject to the
/ `5 O K; W4 wprovisions of the Bank Act, payable quarterly on the 25th day of February,
: x; _8 e; }7 ^. J- o2 FMay, August and November in each year, in the amount per share per annum& |: _% O4 H' x
determined by multiplying the Annual Fixed Dividend Rate applicable to
1 b2 _; Q! J' ^9 ~7 J3 M; `such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend3 Q( |: Y8 @6 T7 y
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the, {1 g; e2 N( y9 m) O
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
1 P! D8 X0 C e5 G- A& iof such Subsequent Fixed Rate Period and will be equal to the sum of the$ J8 \; L7 {5 }6 {* L- _1 o$ v
Government of Canada Yield on the applicable Fixed Rate Calculation Date
, j" j6 Q+ }8 E8 ~/ s1 N' x3 P/ ~plus 3.83%.
- `0 H& v( T0 {2 r8 b8 v3 `* T0 |2 SIf the Board of Directors does not declare a dividend, or any part thereof, on
' c: M* i+ a% V# u, ^9 Y& Ythe Preferred Shares Series 18 on or before the dividend payment date for a
( c1 A) d# s. C7 }8 Z( sparticular quarter, then the entitlement of the holders of the Preferred& k% T F( m; F
Shares Series 18 to receive such dividend, or to any part thereof, for such4 k8 Y5 K- L/ l$ b, t- H
quarter will be forever extinguished.
; k/ I8 B3 L! I; q) SRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
" Q, ]3 x8 _) i: {* o5 gSuperintendent and to the provisions described below under ‘‘Details of the( N) S- O' ~, I' A/ N5 L
Offering — Certain Provisions of the Preferred Shares Series 18 as a
! w8 |% C0 s; S; f& [2 b7 {Series — Restrictions on Dividends and Retirement of Shares’’, on7 A/ s% @: b: S+ r" ~2 e
February 25, 2014 and on February 25 every five years thereafter, on not
3 s1 p' D1 ^4 ~/ D1 e6 I' ~more than 60 nor less than 30 days’ notice, the Bank may redeem all or any; R0 Y& O' p7 b; ]% \
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
) D0 O, p+ y* F; L2 v6 l7 Mwithout the consent of the holder, by the payment of an amount in cash for
* m2 F0 C- a7 S. X; weach such share so redeemed of $25.00 together with all declared and unpaid
. `: N G+ F. M% Sdividends to the date fixed for redemption.
. ]. Y: t4 H2 A. }" \) GConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
0 H2 P1 j8 a S$ Z; }Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
+ R% I/ E- J' B$ F- athe right, at their option, to convert, on February 25, 2014 and on8 H5 L; I! {) ]! [* I3 j$ X1 t/ n
S-4
9 e7 E& @/ T: ^4 bFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any5 e# j0 v) E$ X, A1 q
or all of their Preferred Shares Series 18 into an equal number of Preferred" E: O, n ^& G5 q
Shares Series 19 upon giving to the Bank notice thereof not earlier than2 N* ]5 I( b) m" c2 i
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day" P8 \% n8 W" e% |0 O
preceding, a Series 18 Conversion Date.
9 R9 d! [( d! GAutomatic Conversion If the Bank determines, after having taken into account all shares tendered# m* `3 ]/ R: t: D+ e, d/ I
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares' d/ ^2 w6 }5 H% w- K. o
Series 19, as the case may be, that there would be outstanding on such
1 g& y) e# p7 J! |, W, B& QSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,* X0 f1 b& ^$ e
such remaining number of Preferred Shares Series 18 will automatically be
8 T$ J: ^* T1 C# kconverted on such Series 18 Conversion Date into an equal number of
) @( b1 \8 U" K2 p4 FPreferred Shares Series 19. Additionally, if the Bank determines that, after0 q) Q2 T" {( \) q- M$ ]; ]0 b
conversion, there would be outstanding on such Series 18 Conversion Date! v' m4 ~, V/ W. V
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
0 y- {9 u0 d8 J0 ^" P" MSeries 18 will be converted into Preferred Shares Series 19.2 b6 p. U4 k; c$ i! k
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares4 o% M5 j% |& ], ~+ j
Series 18 will not be entitled as such to receive notice of, attend, or vote at,% C+ q7 `: \8 M. Y' J
any meeting of the shareholders of the Bank unless and until the first time at
! o# ]: J# ~& g- }2 J1 nwhich the Board of Directors has not declared the whole dividend on the
$ w; W; Q6 \, W0 u# F1 yPreferred Shares Series 18 in any quarter. In that event, subject as
* t. D! P4 [% F4 y2 V! Y7 g# d6 Qhereinafter provided, the holders of Preferred Shares Series 18 will be7 n4 R, ]/ T. o( h1 d& i$ Y' n
entitled to receive notice of, and to attend, meetings of shareholders at which
% A% Z2 |! T3 Vdirectors of the Bank are to be elected and will be entitled to one vote for% N5 u9 w2 @/ W9 c! A$ L# W; K
each Preferred Share Series 18 held. The voting rights of the holders of the! R N* l) `0 v, k- h, B4 x* q1 P
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
0 A( n1 `' y2 |- fthe first dividend on the Preferred Shares Series 18 to which the holders are
& \2 a, G, l( Y( ~, \entitled thereunder subsequent to the time such voting rights first arose until
$ l% V$ W* a& z) Xsuch time as the Bank may again fail to declare the whole dividend on the
+ [6 r) F- J. ]' Y/ S' QPreferred Shares Series 18 in respect of any quarter, in which event such* u0 c8 z2 A V, [$ _+ E
voting rights will become effective again and so on from time to time.8 `' ^1 S' S; w F" z2 F
Principal Characteristics of the Preferred Shares Series 19' ]. d: q3 x5 G4 ?! d" [
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive' p) `$ W$ y- F5 l: D# f5 V; b
floating rate non-cumulative preferential cash dividends, as and when7 y% j# J; R0 R3 T( o% _
declared by the Board of Directors, subject to the provisions of the Bank Act,/ ?# ~4 C0 I$ U" p. o0 g" p8 j
payable quarterly on the 25th day of February, May, August and November2 R6 b* k, f3 M) |# r/ c0 z
in each year, in the amount per share determined by multiplying the. G" A6 r* f' I: ^' f
applicable Quarterly Floating Dividend Rate by $25.00.
3 N- u- f9 R/ S' E$ w1 T% BOn the 30th day prior to the commencement of the initial quarterly dividend
# y3 V, a. e* X" a( rperiod beginning on February 25, 2014, and on the 30th day prior to the first( U" t0 x, _4 J6 Q# f- x2 S% D3 O
day of each subsequent quarterly dividend period (the initial quarterly
* ?/ Z$ R+ B" m/ Adividend period and each subsequent quarterly dividend period is referred to+ a# Q! Q0 U7 M& l0 M; M
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the8 F8 D6 F8 I+ A, d
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
! U9 E/ V. O r5 [9 l4 o' WPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
1 O8 b7 q- T- r) fT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days2 c7 z2 @- m& a; K6 i
elapsed in the applicable Quarterly Floating Rate Period divided by 365)5 {4 y! t% Q: ~ F5 Q0 Y1 b
determined on the 30th day prior to the first day of the applicable Quarterly
/ j2 o- ~( y+ s3 c- }Floating Rate Period.
4 Q+ b. \ p- A( h: r) ^+ N& m) FS-50 p! x! J. c0 {* A& s" l2 `
If the Board of Directors does not declare a dividend, or any part thereof, on
7 f& k, B7 a: z4 w9 q$ M. P# Sthe Preferred Shares Series 19 on or before the dividend payment date for a0 ` u2 k; m: w: a- x) K1 {2 @
particular quarter, then the entitlement of the holders of the Preferred$ f2 c+ c( T; g
Shares Series 19 to receive such dividend, or to any part thereof, for such; n# D4 r9 @: v$ T v
quarter will be forever extinguished.
! b6 R# P7 i; h* I: p) yRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
$ ]( s8 _4 F$ s% `) }# ASuperintendent and to the provisions described below under the heading+ q- X" q# O6 x4 T' z
‘‘Details of the Offering — Certain Provisions of the Preferred Shares# r4 Q" n: J* p6 ] g8 @+ Z
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
5 v D' c& W* r) g" s' Von not more than 60 nor less than 30 days’ notice, the Bank may redeem all$ e1 n. `& }9 H& z
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
3 H, K& Z% N# I) ]: S7 voption without the consent of the holder, by the payment of an amount in
B7 E$ s. W3 Z8 q8 Wcash for each such share so redeemed of (i) $25.00 together with all declared
S8 S7 i/ f: X* q: `- H$ Tand unpaid dividends to the date fixed for redemption in the case of
5 W8 G, `( Q- e q2 R$ Zredemptions on February 25, 2019 and on February 25 every five years' W$ c T5 n8 ~3 ^
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
- o3 u! O; w L W Gthe date fixed for redemption in the case of redemptions on any other date
# Q+ f* M4 U: W$ p( L- [on or after February 25, 2014.! ]- ?9 k- E- E Q) v# s$ N" B
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
" [, J9 K X) r/ K! iShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
, m: L. ?6 u/ T1 \6 ?$ b# Z/ Cthe right, at their option, to convert, on February 25, 2019 and on; @2 v0 b/ X" L
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
, V( q3 ~4 R5 D9 c7 dor all of their Preferred Shares Series 19 into an equal number of Preferred
8 \. |$ K @6 }1 L5 F, T" ZShares Series 18 upon giving to the Bank written notice thereof not earlier
5 q+ v; r% `& K" G- \ l6 L# d; jthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the! n6 P7 G* p" o8 a$ d' f& P. D
15th day preceding, a Series 19 Conversion Date.9 \! _8 X. w, D/ M: i/ V; M
Automatic Conversion If the Bank determines, after having taken into account all shares tendered4 a, S! ~* J0 V: C6 f! ~& i
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares. L2 z& @# I! l# M' K$ s3 [& A3 y5 k
Series 18, as the case may be, that there would be outstanding on such
2 I7 I( N; o: g. qSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
* d; u2 Y3 W; j7 V$ E' r4 B- msuch remaining number of Preferred Shares Series 19 will automatically be5 @1 E {1 y- M) `7 U2 }' i) @5 `1 u
converted on such Series 19 Conversion Date into an equal number of
8 q. P" h0 O( [Preferred Shares Series 18. Additionally, if the Bank determines that, after
) u7 v' s, F* P* V# Z nconversion, there would be outstanding on such Series 19 Conversion Date2 E. l. [$ j5 T: p3 m) _
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares1 F5 Y" Q' X' ? H( G6 D. l8 c
Series 19 will be converted into Preferred Shares Series 18.5 h! L, d2 |4 Z9 R) D
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares6 i0 H( I8 S% w5 O. i3 `
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
4 I1 j& O2 }" n. ] iany meeting of the shareholders of the Bank unless and until the first time at
7 o& ?* Y, a5 ^( H& q: wwhich the Board of Directors has not declared the whole dividend on the
5 Y2 I D" V2 G7 G* O; r. q3 c" b: NPreferred Shares Series 19 in any quarter. In that event, subject as+ g( a2 I% t; k5 @
hereinafter provided, the holders of Preferred Shares Series 19 will be
3 `" }" x$ b0 S. N7 E- {+ Kentitled to receive notice of, and to attend, meetings of shareholders at which' [' y# n. ~4 B7 {+ C: b+ _
directors of the Bank are to be elected and will be entitled to one vote for. q+ \! D2 z' [$ `9 p. r" G1 L& b
each Preferred Share Series 19 held. The voting rights of the holders of the
( u- F" V3 A& a2 ]$ S4 @Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
" K# l% J+ j+ l- F0 z H: }the first dividend on the Preferred Shares Series 19 to which the holders are& }) L: `# q) l/ M6 I$ G* {0 _
entitled thereunder subsequent to the time such voting rights first arose until: D0 E; m. I5 B! e$ b/ R. G
such time as the Bank may again fail to declare the whole dividend on the6 l2 p1 X" c! u3 v
Preferred Shares Series 19 in respect of any quarter, in which event such4 l9 B: j9 B9 [( `! g5 z
voting rights will become effective again and so on from time to time.+ c9 ~1 ]4 V+ s. T1 p: t, w; n' |
S-6
" |- s7 m" \$ L( G9 D6 dPriority: The preferred shares of each series of the Bank will rank on a parity with! z; K: } d" T5 d- @. U
every other series and are entitled to preference over the common shares of( J V! m- T" I, g% m" M( U. d
the Bank and over any other shares of the Bank ranking junior to the; j# |1 m% Y& J' b, b" K b
preferred shares with respect to the payment of dividends and upon any# S0 N+ n5 ~8 P, D4 B
distribution of assets in the event of the liquidation, dissolution or
- y3 U$ W: P$ h% U( Pwinding-up of the Bank.
, B. Y& H: U2 ITax on Preferred Share The Bank will elect, in the manner and within the time provided under4 g9 ~. F6 T, _' x/ ], l% r* f4 A. P6 a
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares0 t/ _/ `: A2 G7 a- H# h
Series 18 and Preferred Shares Series 19 will not be required to pay tax on5 f7 {! u2 ~" R$ A- R+ n( `8 j! g
dividends received on such shares under Part IV.1 of such Act. |
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