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发表于 2008-11-29 16:58
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下面是BMO的:
) ?7 r5 G. ] ]- w! e L' JSUMMARY OF THE OFFERING. A0 K6 J& e2 |3 B
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’’.7 e. s" n$ u& L* g7 |
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
' G. a% D4 n; }( { \Amount: $150,000,000 (6,000,000 shares).4 K5 Z' O1 P/ w8 e" U
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
3 ]' [6 `. c$ y3 T9 EPrincipal Characteristics of the Preferred Shares Series 18# Q# m+ y2 G7 O: f) W$ v' ]
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed1 r5 n1 M9 w2 H1 m( @- }' U- F
non-cumulative preferential cash dividends, as and when declared by the |. r. N P, p$ r6 h( Z
Board of Directors, subject to the provisions of the Bank Act, for the initial* e) U; H! ^; z
period commencing on the closing date and ending on and including# T: M( \( w; G: R8 p
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
: F0 m" E: R, Y0 A25th day of February, May, August and November in each year, at a rate
2 \: x$ w- R/ C9 B3 c! J/ Cequal to $0.40625 per share. The initial dividend, if declared, will be payable
% s( A3 s; |7 B5 s, |+ _( aMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing9 B( D. i! W( u1 v* m: E
date of December 11, 2008.+ V" t; r% ^+ h) X M
For each five-year period after the Initial Fixed Rate Period (each, a! e. ^2 U# G! v5 x* Q( ^- ]
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
! @& n6 z; m- V3 Y' V- hSeries 18 will be entitled to receive fixed non-cumulative preferential cash8 Q' B) _3 Y3 a' o5 ?- i
dividends, as and when declared by the Board of Directors, subject to the
' q2 ?- d S# k6 H. Bprovisions of the Bank Act, payable quarterly on the 25th day of February,
' _; U b( L( t) M# F9 j( y" i- zMay, August and November in each year, in the amount per share per annum
& w5 s4 e, {4 W+ G Ldetermined by multiplying the Annual Fixed Dividend Rate applicable to
: J/ z! @3 f6 k& f5 e* `such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
3 _6 V" o' d$ N- V9 |: JRate for the ensuing Subsequent Fixed Rate Period will be determined by the* D/ L% f& q+ L2 X" g4 _0 z8 X1 ^
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
3 O8 k6 I5 l1 R) Qof such Subsequent Fixed Rate Period and will be equal to the sum of the
d8 q, s; b+ f& r4 wGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
; Z! q- @* ?& h( ]plus 3.83%.
' X5 B" ?; \) r/ ]8 N( \( UIf the Board of Directors does not declare a dividend, or any part thereof, on) p: s5 K: `) ~7 _" f) F% \ ^! U; H
the Preferred Shares Series 18 on or before the dividend payment date for a
$ @' c; H# a R# u$ n, {particular quarter, then the entitlement of the holders of the Preferred9 s3 h( _9 M/ f& K( {
Shares Series 18 to receive such dividend, or to any part thereof, for such
" F0 v# W' Z1 e6 X- e( a& Pquarter will be forever extinguished.
& q/ d. c( u/ b A& v5 X& w6 @Redemption: Subject to the provisions of the Bank Act and to the prior consent of the' \( o% s9 t7 J: k8 a. j3 l
Superintendent and to the provisions described below under ‘‘Details of the: a+ w! m3 t( W2 P( B5 ^' j
Offering — Certain Provisions of the Preferred Shares Series 18 as a$ G+ j0 t" I2 ?1 g( _0 q+ [
Series — Restrictions on Dividends and Retirement of Shares’’, on
/ k' T) ~- k' AFebruary 25, 2014 and on February 25 every five years thereafter, on not5 D3 K* v8 e. ^2 T: L
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any2 z* }4 i" }2 ?: t
part of the then outstanding Preferred Shares Series 18, at the Bank’s option1 N# R8 z# W; l
without the consent of the holder, by the payment of an amount in cash for" j [# w" `( {
each such share so redeemed of $25.00 together with all declared and unpaid
" h, H$ i5 ~2 idividends to the date fixed for redemption.2 m. g) j s! t2 l: |7 U
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
) l* m1 `0 m3 o" X- f1 H) E" }! bShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have* g9 a3 }7 C$ i& y" c, K
the right, at their option, to convert, on February 25, 2014 and on
' k& s: v6 h+ ~) d' c6 d. @8 rS-4' T! Q( b7 S [
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any- q: I& a4 _* ~% E5 b
or all of their Preferred Shares Series 18 into an equal number of Preferred" P9 ^ V1 d( S4 C9 z) i
Shares Series 19 upon giving to the Bank notice thereof not earlier than
+ z5 n" _2 K- l$ t0 d9 \$ ?6 ?30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
. T" _! ^+ D& ` b, bpreceding, a Series 18 Conversion Date.# s. i: ~5 W# P0 [ ], p
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
( e5 I, ^7 Z! L$ n7 z U6 oProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares2 `$ Y+ ^5 C" q4 J e: `4 z
Series 19, as the case may be, that there would be outstanding on such" Q0 ^+ P$ \1 R- T- F+ o4 t; o
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,: a8 t" V8 s( K% x
such remaining number of Preferred Shares Series 18 will automatically be
- R5 s5 T3 {4 B! @' I8 F) dconverted on such Series 18 Conversion Date into an equal number of
% n6 M) `: I2 W5 o& PPreferred Shares Series 19. Additionally, if the Bank determines that, after$ F5 g" \' q9 x( `# C
conversion, there would be outstanding on such Series 18 Conversion Date' |( Y' y3 {' J% Q! M) ]5 ?- a
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
- X& `" ?; b6 n) {Series 18 will be converted into Preferred Shares Series 19.8 P$ K6 [8 ]2 Q7 {4 t- E5 q* q
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
/ K( c9 t+ v6 @2 Q" L" i6 ESeries 18 will not be entitled as such to receive notice of, attend, or vote at,
, E$ S$ l% `- n+ p3 w# I" {any meeting of the shareholders of the Bank unless and until the first time at
O- V9 { a& a% V( c$ ?- L! Vwhich the Board of Directors has not declared the whole dividend on the
: F$ g" P+ P) w3 \" ZPreferred Shares Series 18 in any quarter. In that event, subject as
& L) C% O+ i* k) P; Ahereinafter provided, the holders of Preferred Shares Series 18 will be! g+ `0 B9 Q6 l+ J8 s
entitled to receive notice of, and to attend, meetings of shareholders at which. F8 n/ [! Z0 l3 M2 m& f
directors of the Bank are to be elected and will be entitled to one vote for. [- T# N A/ A# o! v) p4 A
each Preferred Share Series 18 held. The voting rights of the holders of the
* z6 m& u" y# Y; b. mPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
5 n$ r. \. o E) _2 r0 q2 Q- j: }the first dividend on the Preferred Shares Series 18 to which the holders are$ {+ m D0 C! b1 ]
entitled thereunder subsequent to the time such voting rights first arose until
. f8 r- U' W5 u& K2 @0 D: Ysuch time as the Bank may again fail to declare the whole dividend on the) i, g& ~ R+ H, e2 e+ f
Preferred Shares Series 18 in respect of any quarter, in which event such
: A3 ?: Z5 I, ]$ S) Qvoting rights will become effective again and so on from time to time.. r$ ^3 `. A- N
Principal Characteristics of the Preferred Shares Series 192 o- U$ u3 Y8 z u4 _+ S
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive" W4 o% `& V5 C, V* g* H+ [
floating rate non-cumulative preferential cash dividends, as and when
* t& I1 i# d( x9 |& K: G$ Vdeclared by the Board of Directors, subject to the provisions of the Bank Act,6 ]" P' T! q" o* V7 }
payable quarterly on the 25th day of February, May, August and November
t8 Q. G% {0 j% s" r" N9 Kin each year, in the amount per share determined by multiplying the G1 M+ m+ I2 u# N
applicable Quarterly Floating Dividend Rate by $25.00.# f4 b# |% a0 n ]
On the 30th day prior to the commencement of the initial quarterly dividend
+ f/ @$ K' T' E+ s1 f9 wperiod beginning on February 25, 2014, and on the 30th day prior to the first0 f& ?/ w; h$ G" M* h6 L- r9 I
day of each subsequent quarterly dividend period (the initial quarterly( o; p w, f2 D7 ~: Z/ y8 j, ^! L
dividend period and each subsequent quarterly dividend period is referred to5 F0 ]; ], i# W5 _9 C1 U6 m
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the& B0 `# {. q0 }) p" _) Y: r
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate5 J* G' }) B3 K. O* [' H
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
5 _ l' h. | }) ?: M \T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
& x- U, Z& M, M+ J1 belapsed in the applicable Quarterly Floating Rate Period divided by 365)
" U; t( Z& `; c7 gdetermined on the 30th day prior to the first day of the applicable Quarterly- B* u: V0 D3 ]0 t0 `! r, q" v' Z
Floating Rate Period.0 L. p5 l, c8 p( h/ b- l6 Z7 f5 M
S-5
5 j- ~2 d, P- n {6 w$ NIf the Board of Directors does not declare a dividend, or any part thereof, on' O, U# X4 ?. U4 F4 U/ C
the Preferred Shares Series 19 on or before the dividend payment date for a. G! s% d8 c& S: ~1 i2 \
particular quarter, then the entitlement of the holders of the Preferred: N% J% F, k# K4 I$ `0 q% e6 e8 ]7 N
Shares Series 19 to receive such dividend, or to any part thereof, for such) U P# _5 C9 \" t% e
quarter will be forever extinguished.
/ p2 ]; S0 f) d+ DRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
# o, A7 Z: Z2 K" T. d5 I3 uSuperintendent and to the provisions described below under the heading" L1 T# u7 W/ z* Y1 Q. y
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
; g% L' l% W! y; t1 g1 M5 sSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
) c& J& {/ N- j: t! ^! G0 \$ s1 {on not more than 60 nor less than 30 days’ notice, the Bank may redeem all j6 w6 Y: k9 B) o1 D3 o
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
$ I* ^& e( H8 D; X' m% loption without the consent of the holder, by the payment of an amount in+ E9 @; t, G2 ?. i2 ]/ s$ r
cash for each such share so redeemed of (i) $25.00 together with all declared
0 }6 R4 X( b }3 I; Y- @! ^" Xand unpaid dividends to the date fixed for redemption in the case of
) k3 ~2 n5 a1 q# mredemptions on February 25, 2019 and on February 25 every five years2 r9 o7 x1 |, J( ^! w
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
$ p/ Y! ^4 @; S jthe date fixed for redemption in the case of redemptions on any other date# }6 i5 O: W- Z* R
on or after February 25, 2014.
# _7 v3 Z1 E+ c( h# J) s0 t9 `Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
+ _/ m: M( A$ Y7 NShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have; Q# ~ n: D1 Q' w- u" A3 v! U
the right, at their option, to convert, on February 25, 2019 and on8 g4 E$ F9 Q8 U- R
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
" u! v8 q2 Z& D0 }2 Eor all of their Preferred Shares Series 19 into an equal number of Preferred
% X Y9 C: S. [, oShares Series 18 upon giving to the Bank written notice thereof not earlier
( J7 }/ C3 ~4 D. a( A# rthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the. j: d* H0 Z2 e, X
15th day preceding, a Series 19 Conversion Date.
+ C9 B E8 m0 h- |Automatic Conversion If the Bank determines, after having taken into account all shares tendered3 i' T& m' k% Z/ W# U+ R! o
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
% y8 b- C! O: A$ Q1 J9 v1 _Series 18, as the case may be, that there would be outstanding on such4 e) r3 f; L* C& b/ F/ T: p0 A% |
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
; D( ]! y* B+ V" l( ] usuch remaining number of Preferred Shares Series 19 will automatically be ?( ]# v" a- n& W9 i0 X. n
converted on such Series 19 Conversion Date into an equal number of
N* A5 ]3 N6 s; G; x/ sPreferred Shares Series 18. Additionally, if the Bank determines that, after
8 N0 V$ i/ i7 S, Q/ v+ i# @conversion, there would be outstanding on such Series 19 Conversion Date
# W8 _0 s! L7 Y g) }less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares4 f5 G8 @; h! e* C
Series 19 will be converted into Preferred Shares Series 18.
) Q2 L# U4 N, C; R9 UVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares0 I8 N: n8 @: r* i# A3 K! x
Series 19 will not be entitled as such to receive notice of, attend, or vote at,. q& {6 Y0 V7 |2 d1 d9 f
any meeting of the shareholders of the Bank unless and until the first time at
: k; v$ c" q) ~5 B i) z7 l- Jwhich the Board of Directors has not declared the whole dividend on the; @3 O) b) J7 z% F$ Q
Preferred Shares Series 19 in any quarter. In that event, subject as
& r* b' x7 P! V' X! y. @$ hhereinafter provided, the holders of Preferred Shares Series 19 will be
: r( ?, A! j) dentitled to receive notice of, and to attend, meetings of shareholders at which- [0 l7 e% L' Z, O
directors of the Bank are to be elected and will be entitled to one vote for
. m4 @# _' ~+ X! }6 P; x3 meach Preferred Share Series 19 held. The voting rights of the holders of the" @4 U: E& f+ ^* a% o: V
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
* b/ U- W' D$ v( N) ~0 Pthe first dividend on the Preferred Shares Series 19 to which the holders are
) c4 u. g$ P& W- R3 R {/ n9 Xentitled thereunder subsequent to the time such voting rights first arose until
% h5 C2 C8 \ rsuch time as the Bank may again fail to declare the whole dividend on the
8 l2 T- E+ l p2 B3 {Preferred Shares Series 19 in respect of any quarter, in which event such6 C q" X d$ a$ v$ F
voting rights will become effective again and so on from time to time., R9 C+ [& f$ j' d7 ?
S-69 p& @2 I" U& T& g7 r' n1 f
Priority: The preferred shares of each series of the Bank will rank on a parity with( y9 q& d# K4 p0 `8 M
every other series and are entitled to preference over the common shares of3 A5 n! {3 ]- `" A0 K
the Bank and over any other shares of the Bank ranking junior to the
* a# X) ]3 h5 d" N. m/ mpreferred shares with respect to the payment of dividends and upon any
5 z* k/ o& W9 z4 {distribution of assets in the event of the liquidation, dissolution or
4 Z: z7 c( y$ e, a* Y _6 @winding-up of the Bank.. I5 C9 |- G& }6 `: K
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under4 w7 n+ o- T/ H: j
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares3 S) n! z( L8 e% ]# h% Q
Series 18 and Preferred Shares Series 19 will not be required to pay tax on* ?" G/ G( P* T# E2 ?: Q
dividends received on such shares under Part IV.1 of such Act. |
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