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发表于 2008-11-29 16:58
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下面是BMO的:
$ q l" |5 C+ CSUMMARY OF THE OFFERING
9 }/ U6 n0 U; ^: l3 N$ c& SThis 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’’.
, X4 _8 c* x7 o6 H7 XIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
/ z( g2 O9 R, Y- PAmount: $150,000,000 (6,000,000 shares).
+ j" T/ Y# }, bPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
9 _, ? S# I5 G8 ~Principal Characteristics of the Preferred Shares Series 18
3 n% E' J6 `" w1 j, j5 [1 l JDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed$ r4 J9 K6 G1 \* w1 a& c
non-cumulative preferential cash dividends, as and when declared by the9 ]+ G. T& q1 C6 H6 P# P0 F: C
Board of Directors, subject to the provisions of the Bank Act, for the initial! n; f1 L) V' Y: O: ~, I" u
period commencing on the closing date and ending on and including0 V( S0 m( ?) ]# [0 m5 g$ i: @
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
- k, ], V; t0 ?/ K; F( \25th day of February, May, August and November in each year, at a rate9 S2 H' d. f/ F# @, J
equal to $0.40625 per share. The initial dividend, if declared, will be payable' m/ N4 e0 C3 V9 a7 Y! ?
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
5 S3 {5 L' }1 W3 ]& |. f3 e- Kdate of December 11, 2008.
1 r6 t7 ?2 S: B* U4 m; e& TFor each five-year period after the Initial Fixed Rate Period (each, a; b" c+ u( P+ ^8 L! Z
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
+ n( _- @3 g9 @4 E. m) ^Series 18 will be entitled to receive fixed non-cumulative preferential cash, @2 d. }2 R- e4 }) o' b5 N
dividends, as and when declared by the Board of Directors, subject to the
, [4 {8 I+ ]% jprovisions of the Bank Act, payable quarterly on the 25th day of February,( J2 i6 z. w* f6 @. x
May, August and November in each year, in the amount per share per annum/ e" {4 a! @; K" m% \
determined by multiplying the Annual Fixed Dividend Rate applicable to# s/ B& g- K. z) [
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend3 z1 Y' s$ ?% ~: B! |. t
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
( X# @4 C) C, \5 O, W1 X7 Q# }Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day" K! y. X9 {, k/ d9 \
of such Subsequent Fixed Rate Period and will be equal to the sum of the/ I# a) ^% w) O8 |
Government of Canada Yield on the applicable Fixed Rate Calculation Date
7 J1 z4 T8 p# G* w1 t( o. D- ]plus 3.83%.* k5 z' ? `1 S+ M; |. N, I
If the Board of Directors does not declare a dividend, or any part thereof, on
' j+ ?, y* q( `& d, ?4 R! jthe Preferred Shares Series 18 on or before the dividend payment date for a
y" b9 T1 s2 k4 uparticular quarter, then the entitlement of the holders of the Preferred
9 C6 ^: L% f( K; eShares Series 18 to receive such dividend, or to any part thereof, for such
. g& k; O1 p9 u% x; ?' A( @6 `( o1 gquarter will be forever extinguished.0 Q4 o7 Y: b) K8 S( l3 I
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the: {; S. |( ~; p2 }0 r
Superintendent and to the provisions described below under ‘‘Details of the
4 H! z% ^. @8 y1 |Offering — Certain Provisions of the Preferred Shares Series 18 as a
, F3 _# O- W1 R0 e4 ]1 D) A+ MSeries — Restrictions on Dividends and Retirement of Shares’’, on
5 u; C" O, ^: ? ` MFebruary 25, 2014 and on February 25 every five years thereafter, on not, d1 `9 c! V! I: {; k/ ?4 Y4 `
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
7 B1 E& |! B% ?3 d; D" @7 hpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
8 v& b3 U6 Z+ x; Qwithout the consent of the holder, by the payment of an amount in cash for4 _# u2 Z* O3 k
each such share so redeemed of $25.00 together with all declared and unpaid1 j9 `. f* H/ H) F
dividends to the date fixed for redemption.4 w# r( k/ _9 n6 a ]3 H3 x
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic' g( f1 |8 u- w* B c
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
6 g3 _- w6 \/ ]" N- w' a. tthe right, at their option, to convert, on February 25, 2014 and on e0 c3 k2 I5 r. w9 P: F5 K+ s
S-4& |2 A5 \4 H/ c% [# d* y- k
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any$ z$ v( o3 V: C
or all of their Preferred Shares Series 18 into an equal number of Preferred& n# c g4 @& n
Shares Series 19 upon giving to the Bank notice thereof not earlier than z* p+ H1 K W: w$ m- d% J
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day$ A( E% x& [, T, S
preceding, a Series 18 Conversion Date.5 E3 r8 N. |* m# i ^9 B6 k u
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
/ j0 G: o) F- ?& w4 cProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares1 y+ D/ O% X- ~- O7 L" K
Series 19, as the case may be, that there would be outstanding on such
2 O% f0 ~- B- o; C0 [8 n3 GSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
! B. I$ b. o, C( J U7 X, J! v0 ^such remaining number of Preferred Shares Series 18 will automatically be
$ P$ A6 u- s' b- ~converted on such Series 18 Conversion Date into an equal number of) K2 A" s. l c# h! S5 p3 m) r
Preferred Shares Series 19. Additionally, if the Bank determines that, after
0 W; Z; i$ g+ s( l6 Dconversion, there would be outstanding on such Series 18 Conversion Date
3 `7 k- D6 D4 }: E! G" }less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares$ ?( @# m' N* @! k5 \. W
Series 18 will be converted into Preferred Shares Series 19.
- f# ?* P$ {) U: }' y3 I2 ^5 [9 t4 hVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares. j! t X6 @# ~
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
; J2 y, O v, n! k! N0 e, c; ]any meeting of the shareholders of the Bank unless and until the first time at/ F1 P! M/ s8 [( y( M
which the Board of Directors has not declared the whole dividend on the$ w9 D2 x# b5 g* W. ?( n
Preferred Shares Series 18 in any quarter. In that event, subject as, V" O4 Q6 k9 y/ }% `
hereinafter provided, the holders of Preferred Shares Series 18 will be# y5 B- N$ E* Q
entitled to receive notice of, and to attend, meetings of shareholders at which
; r# q9 F0 r9 O# S/ Sdirectors of the Bank are to be elected and will be entitled to one vote for
4 s' B- H5 }/ d$ f0 meach Preferred Share Series 18 held. The voting rights of the holders of the' b( p. v5 _/ V
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of1 a: o. O+ d6 Y* [1 g6 r
the first dividend on the Preferred Shares Series 18 to which the holders are
2 s; e8 A+ K1 r4 w( G( g9 ?5 D) _2 n- ?entitled thereunder subsequent to the time such voting rights first arose until2 E* ]8 r! j& r+ J
such time as the Bank may again fail to declare the whole dividend on the- R3 x4 v: l0 {, N1 G' L0 ]$ p; g
Preferred Shares Series 18 in respect of any quarter, in which event such! j9 X2 b/ C0 k# H. d7 b; I# S
voting rights will become effective again and so on from time to time.9 e2 h2 g" V7 d- ]
Principal Characteristics of the Preferred Shares Series 19
- e0 T3 U, t5 V7 t% U O/ d: B2 EDividends: The holders of the Preferred Shares Series 19 will be entitled to receive! ?( {3 a) R( u4 ~7 A u
floating rate non-cumulative preferential cash dividends, as and when
; \# B" P4 a5 i8 [. {declared by the Board of Directors, subject to the provisions of the Bank Act,
7 Y/ G, k2 ]' N0 d/ S, S6 Upayable quarterly on the 25th day of February, May, August and November9 L" a6 I: q8 h1 y' [
in each year, in the amount per share determined by multiplying the
* M" q+ H! M, kapplicable Quarterly Floating Dividend Rate by $25.00.
2 w) s7 U+ z: E$ V0 FOn the 30th day prior to the commencement of the initial quarterly dividend
7 M5 z! G; y' c% G% M, B5 l) fperiod beginning on February 25, 2014, and on the 30th day prior to the first
" I* B7 p* d5 [! Q6 \8 E/ Dday of each subsequent quarterly dividend period (the initial quarterly% ?; F( @. W. j& S, Z) v! _- d0 J
dividend period and each subsequent quarterly dividend period is referred to
& T) F0 \2 f; B$ U: M# U4 vas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the9 R1 p: |4 {1 H' `( A1 N
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate2 ?6 }: n8 M) O8 }( @) P
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
, O2 G; L8 G: Y7 {- x* A$ F6 jT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
; s& }0 T/ [4 u: Ielapsed in the applicable Quarterly Floating Rate Period divided by 365)
8 C8 L5 F' C, ?" v1 U' b0 l; J$ w! m5 Wdetermined on the 30th day prior to the first day of the applicable Quarterly
# N/ e. T5 t+ G4 `0 HFloating Rate Period.
7 a' P6 i) ^& m+ H3 _S-5
# [% |& F+ y ~( w, l( D0 D |If the Board of Directors does not declare a dividend, or any part thereof, on' @ H! g( G- d9 Q8 E9 {' W+ Z
the Preferred Shares Series 19 on or before the dividend payment date for a/ ?$ P7 ~* l! G( {6 @: @+ k
particular quarter, then the entitlement of the holders of the Preferred
: m- J) H* u/ {: `4 D- D7 O* ^Shares Series 19 to receive such dividend, or to any part thereof, for such" M# W8 i& g) {) ]" g$ {
quarter will be forever extinguished.4 h# o) O+ m: b% v" j
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
, S' R+ n# R& ^+ g$ i9 Q! y( |/ lSuperintendent and to the provisions described below under the heading
4 m* M* s0 ^% b: ^ y+ _‘‘Details of the Offering — Certain Provisions of the Preferred Shares: L. N- y) J1 Q: w* b* T l
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
/ L0 i& [6 N9 h, @on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
3 v5 l, K( Z0 I! @" F7 |or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
/ L/ q8 \5 z9 ^9 ?option without the consent of the holder, by the payment of an amount in
9 h5 p" q y1 P' ^8 Fcash for each such share so redeemed of (i) $25.00 together with all declared8 ?9 H/ b! }( u) N; d' i$ ^" A
and unpaid dividends to the date fixed for redemption in the case of! [. n9 y. Q& W9 M4 x1 |/ z
redemptions on February 25, 2019 and on February 25 every five years r) g% u8 t* p4 S6 {3 v8 b3 I
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to- t# t O, X8 r8 B
the date fixed for redemption in the case of redemptions on any other date/ W! U3 Y' A) ^" N, ?" Z8 @- |
on or after February 25, 2014.
1 `8 m! M3 G O3 UConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic$ o# z. Y) p' W& k: ]9 |
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
0 H- g, g# S' G4 j athe right, at their option, to convert, on February 25, 2019 and on
- F" f2 J ?% iFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any) b9 Y. p+ p$ b# F3 X( `" Q( L$ U
or all of their Preferred Shares Series 19 into an equal number of Preferred
: `4 U/ J, U# ^2 ~Shares Series 18 upon giving to the Bank written notice thereof not earlier8 a9 h7 F j; L2 w
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
2 L. L" L; @+ [+ E: w15th day preceding, a Series 19 Conversion Date.
9 A5 o' X3 R$ ^" QAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
, K! u% w- t: KProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
: T5 R/ y" Z5 ^Series 18, as the case may be, that there would be outstanding on such
- b: d+ {( S, R$ q7 F8 q6 f- N) u: ySeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
& i+ l% l) G7 m8 p# usuch remaining number of Preferred Shares Series 19 will automatically be
# y: x# ^: T& W% _# Q( K1 \- Sconverted on such Series 19 Conversion Date into an equal number of1 |* A) R8 W3 i0 R3 w: x) l e% C
Preferred Shares Series 18. Additionally, if the Bank determines that, after
4 K6 {( {# X# zconversion, there would be outstanding on such Series 19 Conversion Date/ c+ [2 p, }* B7 C) B7 p1 F/ y
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
$ R+ L$ _+ E7 J: dSeries 19 will be converted into Preferred Shares Series 18.. ~2 I! q" w4 t
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
' U- C, f ]6 Z; LSeries 19 will not be entitled as such to receive notice of, attend, or vote at,; `& ?: X* Y* J8 M/ }
any meeting of the shareholders of the Bank unless and until the first time at9 [3 j) f# t4 K1 @& W, \7 A
which the Board of Directors has not declared the whole dividend on the6 W E% J# B* \5 F: X
Preferred Shares Series 19 in any quarter. In that event, subject as/ ?. w& u; ?/ w" R
hereinafter provided, the holders of Preferred Shares Series 19 will be
0 c7 }/ f' I+ f1 |5 A# {' q4 B' h/ [entitled to receive notice of, and to attend, meetings of shareholders at which7 P7 U: c4 S. R, e; }
directors of the Bank are to be elected and will be entitled to one vote for8 M: b2 A6 f# ?) H! C
each Preferred Share Series 19 held. The voting rights of the holders of the
7 D" E. f7 S8 Q) R# P; P) s7 T. YPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
* ~ T$ A2 c/ E; |2 ithe first dividend on the Preferred Shares Series 19 to which the holders are
* z' p9 ?: q: K+ [entitled thereunder subsequent to the time such voting rights first arose until
; ~! |: w0 ^) L! }3 O) K" Ssuch time as the Bank may again fail to declare the whole dividend on the9 I1 V% s3 x( ^3 x. e
Preferred Shares Series 19 in respect of any quarter, in which event such
& Y5 k9 f% H" [$ p% ovoting rights will become effective again and so on from time to time.& ^- ^, G9 {! S" d* k
S-6: m- _5 g7 u& @
Priority: The preferred shares of each series of the Bank will rank on a parity with- ~/ T: {# S) i* x; L) i
every other series and are entitled to preference over the common shares of
4 l# z D n* M; i7 N8 ?the Bank and over any other shares of the Bank ranking junior to the
! m2 y/ A+ O& g" q1 Jpreferred shares with respect to the payment of dividends and upon any5 f) g2 |; X( @
distribution of assets in the event of the liquidation, dissolution or; J3 N* s7 d4 [, W5 ^
winding-up of the Bank.
P) f* h0 f# k. j1 H8 C) @Tax on Preferred Share The Bank will elect, in the manner and within the time provided under- C) q- o) { W" K3 T) D
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares: U: ?# y" v* y3 ~" k6 Y& |
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
; n% x1 D+ v+ o7 Y! O8 e. _dividends received on such shares under Part IV.1 of such Act. |
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