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发表于 2008-11-29 16:58
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下面是BMO的:
2 c- z; {. Z6 Y5 p5 y3 h- USUMMARY OF THE OFFERING6 k+ E4 o% r; Y9 T$ f
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’’.
- `( L& y# p8 P, ?; c. N9 W' \8 T) PIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.) d1 \. o5 ^- L8 d8 w I% d
Amount: $150,000,000 (6,000,000 shares).) s- I# R' ]" F/ E: n1 P6 _: \ u) E
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
* a7 Q9 E v7 X% D! C8 G7 sPrincipal Characteristics of the Preferred Shares Series 18, S( R z6 T4 ~' o4 T9 J
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed5 ]- [" B, w0 c' q
non-cumulative preferential cash dividends, as and when declared by the
1 ~) ~. [; [ B/ k' k$ ]/ ABoard of Directors, subject to the provisions of the Bank Act, for the initial. Y( `2 }6 s$ b' m9 v9 v
period commencing on the closing date and ending on and including
2 e2 l$ F" c8 h/ u# J; LFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
, ~% i+ U5 o- N7 J3 `25th day of February, May, August and November in each year, at a rate2 {& V9 B% l$ Y
equal to $0.40625 per share. The initial dividend, if declared, will be payable
3 |; b7 k3 l/ V! C: W* sMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
4 G V" [$ ]) T2 |4 N5 I Zdate of December 11, 2008.( r6 ]& Z# V. ~/ g% p# f+ z
For each five-year period after the Initial Fixed Rate Period (each, a
- l! \4 @( R) {. Y1 z& a‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares( q- ], d) P; u$ }" G
Series 18 will be entitled to receive fixed non-cumulative preferential cash
. W# t9 B4 s A$ ndividends, as and when declared by the Board of Directors, subject to the- Z* d6 L. K" c( G) T% x
provisions of the Bank Act, payable quarterly on the 25th day of February,
4 b( T3 e( k- I" rMay, August and November in each year, in the amount per share per annum( l# c Y& G$ _& }4 q$ U
determined by multiplying the Annual Fixed Dividend Rate applicable to+ ^1 b) P+ Q' f8 q1 S$ F) u
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
8 [0 A |" L( q& _' m5 YRate for the ensuing Subsequent Fixed Rate Period will be determined by the
% x7 R d: m4 q& _; |! uBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
& \5 p, Y( z7 | ~4 X! H" R0 ]of such Subsequent Fixed Rate Period and will be equal to the sum of the
# g" z- I( f+ N7 a7 GGovernment of Canada Yield on the applicable Fixed Rate Calculation Date% O( K) G* G: G5 c
plus 3.83%.; p. g3 N9 @( B: {7 c7 z
If the Board of Directors does not declare a dividend, or any part thereof, on5 W; j# g8 S, Q+ N
the Preferred Shares Series 18 on or before the dividend payment date for a# R4 y# y, K- r
particular quarter, then the entitlement of the holders of the Preferred1 |4 A$ x- f2 L* ~
Shares Series 18 to receive such dividend, or to any part thereof, for such9 C3 K7 p2 k1 Z/ n* w
quarter will be forever extinguished.8 `( H7 Q" M3 R) X6 R/ y( X
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
- o+ E! ?4 [+ i* MSuperintendent and to the provisions described below under ‘‘Details of the
2 |1 U" B8 m) S8 w. A0 M8 }4 JOffering — Certain Provisions of the Preferred Shares Series 18 as a
3 ^3 N3 j' D* n/ nSeries — Restrictions on Dividends and Retirement of Shares’’, on
7 @9 A2 t$ Z4 A) |$ |$ h. RFebruary 25, 2014 and on February 25 every five years thereafter, on not
* u2 j, ^5 n2 s1 h, I' R6 Hmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
n: Y+ _& n9 H4 _- O+ d/ ?% C Ypart of the then outstanding Preferred Shares Series 18, at the Bank’s option( T8 P# V2 J9 O
without the consent of the holder, by the payment of an amount in cash for. z# O( ~3 Y5 V! B3 ~
each such share so redeemed of $25.00 together with all declared and unpaid
3 j0 D8 f' t+ Y3 N7 s; l3 ^: Idividends to the date fixed for redemption., J& s) U; U# R2 g% f# j! X
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic+ r+ s; E$ q" O5 ^2 ~- C7 o; Q" s
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
3 n! I/ L9 w$ fthe right, at their option, to convert, on February 25, 2014 and on
a+ N _ d; x v7 [1 \S-4+ \) {) y0 \) S( |) F# V; \: o1 J
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
5 M+ L4 C- `4 f! Y9 s) s5 X: T* ]or all of their Preferred Shares Series 18 into an equal number of Preferred$ c6 R3 P' m7 C5 b8 S5 S
Shares Series 19 upon giving to the Bank notice thereof not earlier than1 ]$ D5 }# b( \% c' `; ~7 e
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day: ^; I; G1 y2 x& M
preceding, a Series 18 Conversion Date.
- {( Z0 J% P9 s6 BAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
( K3 C$ F# f' H FProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares9 p' ^$ x- b. M8 v, ?" T
Series 19, as the case may be, that there would be outstanding on such
. u0 [$ g5 x0 h# n: x2 t# cSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
) D1 O0 C9 A; ]such remaining number of Preferred Shares Series 18 will automatically be" f9 E. @( B- H
converted on such Series 18 Conversion Date into an equal number of
6 A3 C" J* }* XPreferred Shares Series 19. Additionally, if the Bank determines that, after8 s% m* {, j, J. n9 I+ h
conversion, there would be outstanding on such Series 18 Conversion Date. M/ }8 V' o/ Z
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
" y% l2 h2 O0 F5 ASeries 18 will be converted into Preferred Shares Series 19.
- ~7 F5 K% R, iVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares5 l/ ?/ A* {2 o2 k
Series 18 will not be entitled as such to receive notice of, attend, or vote at,: _+ A. C) l) C
any meeting of the shareholders of the Bank unless and until the first time at0 u! x p/ V i: E2 d. v
which the Board of Directors has not declared the whole dividend on the
) l$ U4 s/ y- l7 e3 A' g9 FPreferred Shares Series 18 in any quarter. In that event, subject as6 `: q6 ?1 q6 o' Q( d2 I0 l
hereinafter provided, the holders of Preferred Shares Series 18 will be; S' A( j7 y6 k, D2 g' ?
entitled to receive notice of, and to attend, meetings of shareholders at which
, d- b7 {; {" Y! Ldirectors of the Bank are to be elected and will be entitled to one vote for
5 P3 a0 N5 c/ _each Preferred Share Series 18 held. The voting rights of the holders of the* R; P; n" q8 j1 K: B
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
/ ~3 o/ x3 M! V" z1 s% rthe first dividend on the Preferred Shares Series 18 to which the holders are
( e/ E; Z' ^7 j1 Rentitled thereunder subsequent to the time such voting rights first arose until
+ b# g& Y- A$ s8 nsuch time as the Bank may again fail to declare the whole dividend on the% d* v% I* @* t. V" w3 l( ~' V4 S
Preferred Shares Series 18 in respect of any quarter, in which event such
4 b; J! u4 ^# j# l7 Dvoting rights will become effective again and so on from time to time. N2 s2 i7 ?$ }3 g3 @
Principal Characteristics of the Preferred Shares Series 19
' [4 B* _% k( p+ m; @' }/ DDividends: The holders of the Preferred Shares Series 19 will be entitled to receive. R( W0 A' p4 V3 Z$ O' r& W
floating rate non-cumulative preferential cash dividends, as and when, n) U9 E2 w9 p" o2 f0 K( m
declared by the Board of Directors, subject to the provisions of the Bank Act,7 n+ n; [1 m z4 t5 w
payable quarterly on the 25th day of February, May, August and November
7 k0 H$ W P6 O& E: n% Z* T- Tin each year, in the amount per share determined by multiplying the
. x& s. \0 ~% o; n( sapplicable Quarterly Floating Dividend Rate by $25.00.! a9 Q. }! K6 }/ @
On the 30th day prior to the commencement of the initial quarterly dividend- |2 n3 d7 K; }/ [ C
period beginning on February 25, 2014, and on the 30th day prior to the first
! m p! B# J1 X0 j' X& x+ ~$ Hday of each subsequent quarterly dividend period (the initial quarterly' @/ n+ o+ `5 h1 q0 h
dividend period and each subsequent quarterly dividend period is referred to0 r5 g% N8 H& A- n' {5 {$ n# x
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
' n5 M7 n& c8 `Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate7 _0 A" ^6 g5 m/ ?* S
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the7 Z: z% C' Z) D# E5 P
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
, v, z- L% c- z4 Z* q$ o9 @) v3 I0 v% _elapsed in the applicable Quarterly Floating Rate Period divided by 365) T$ o/ d% S7 ? i9 A5 ]& u+ R+ E5 O
determined on the 30th day prior to the first day of the applicable Quarterly
# p& q2 `) X% J$ {) P# W! H n+ R. @Floating Rate Period.7 w' q" L4 K" k: p. m, S
S-52 J! [' m$ b2 o4 |( y" P
If the Board of Directors does not declare a dividend, or any part thereof, on
: y0 Y5 |) G6 t" v, q9 H# }( [the Preferred Shares Series 19 on or before the dividend payment date for a" S1 |' M/ b1 C8 G* f8 e# O
particular quarter, then the entitlement of the holders of the Preferred
) i% E: d6 {1 w4 I0 R% o' y3 `Shares Series 19 to receive such dividend, or to any part thereof, for such/ T' w9 {& B7 X9 M# b( x j
quarter will be forever extinguished.) X5 F5 t# ~5 N% ?
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
/ l* ]6 F$ `" D, jSuperintendent and to the provisions described below under the heading
6 e3 y- A- K: N‘‘Details of the Offering — Certain Provisions of the Preferred Shares0 K2 J) Q- ], I1 y! X! P
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
' s/ o: ~ \, xon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
' R/ J: Q! }, [& u2 x0 gor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
3 j: h' m; S7 j# z$ k- Boption without the consent of the holder, by the payment of an amount in, P/ e9 q0 l( d
cash for each such share so redeemed of (i) $25.00 together with all declared9 A/ q- _' W1 k1 H6 b H& m, d
and unpaid dividends to the date fixed for redemption in the case of
( }" n ?9 @6 i" J# m$ Nredemptions on February 25, 2019 and on February 25 every five years
0 D) b3 [ L7 @! X4 L' L' Mthereafter, or (ii) $25.50 together with all declared and unpaid dividends to( k- _" n8 o, a7 v2 H+ g
the date fixed for redemption in the case of redemptions on any other date& a. Y* l7 s; y7 E2 f% S
on or after February 25, 2014.
9 A5 l6 ?; g3 R! |5 m1 m# g+ W# E. AConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic! {; I$ a2 C% O* ~
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
( X" d( a5 f7 Athe right, at their option, to convert, on February 25, 2019 and on
. s2 ^: L5 @+ B1 E& p7 R lFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any' G2 E2 K0 `+ G6 ~7 W2 P
or all of their Preferred Shares Series 19 into an equal number of Preferred4 K, x) \4 D; G2 E* Y% s! l9 w: z$ G" p$ G
Shares Series 18 upon giving to the Bank written notice thereof not earlier
& L+ D0 v5 L# t3 g }than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
' w: M* B& L$ N6 z15th day preceding, a Series 19 Conversion Date.
6 j! a: z" U, eAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
# Z# a8 T# F0 r* _; RProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
/ z, x! _1 F7 z- TSeries 18, as the case may be, that there would be outstanding on such! d) O: t$ W d& [; `- ~! @+ A% q
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
% }" Z ]" h* U: U+ hsuch remaining number of Preferred Shares Series 19 will automatically be
) c; t$ Q8 k% r. d- }7 G8 W: Econverted on such Series 19 Conversion Date into an equal number of
+ V2 v0 O! y4 b* CPreferred Shares Series 18. Additionally, if the Bank determines that, after5 G9 C6 W2 A; S: `2 ~
conversion, there would be outstanding on such Series 19 Conversion Date
3 v- Z; ?$ V$ b9 g& Y% Aless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
6 j/ F9 s& l1 q% D8 iSeries 19 will be converted into Preferred Shares Series 18.! v- ^& ?- Y% R C5 @1 Q3 ?$ [
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
% }: F- f; @! mSeries 19 will not be entitled as such to receive notice of, attend, or vote at,2 q K. P, z7 n3 t7 ]
any meeting of the shareholders of the Bank unless and until the first time at
6 G4 s* R |) E$ j1 O1 awhich the Board of Directors has not declared the whole dividend on the3 Z9 I. k. ~) H7 N& _0 e
Preferred Shares Series 19 in any quarter. In that event, subject as
- s4 {1 I+ {' whereinafter provided, the holders of Preferred Shares Series 19 will be' D7 Z3 F# \% Y' v
entitled to receive notice of, and to attend, meetings of shareholders at which4 p6 q% l/ {1 G$ V5 D3 Z; {
directors of the Bank are to be elected and will be entitled to one vote for
0 c9 x( I, P* }% aeach Preferred Share Series 19 held. The voting rights of the holders of the
4 K l9 I% E% A! @- S1 ^Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
& ^+ y+ T; R- _; ]; zthe first dividend on the Preferred Shares Series 19 to which the holders are
( Z+ {- c) J( oentitled thereunder subsequent to the time such voting rights first arose until t7 G1 p- E* D* u$ m0 M( E' n0 r
such time as the Bank may again fail to declare the whole dividend on the4 m: d, L/ Z/ [, t& e' r" M2 v& j
Preferred Shares Series 19 in respect of any quarter, in which event such
0 d" ]1 I ?1 ~voting rights will become effective again and so on from time to time.: {% J/ L v6 b: y& |' K0 C% ~9 h0 ?
S-6& O: J7 m) E9 a) p S! X) k
Priority: The preferred shares of each series of the Bank will rank on a parity with2 W* j( V0 e5 S) Z3 H
every other series and are entitled to preference over the common shares of+ _1 K) C5 `) M' D
the Bank and over any other shares of the Bank ranking junior to the& j: U3 A6 h" H) D- F8 A1 X
preferred shares with respect to the payment of dividends and upon any8 a6 ^+ j4 P5 Z- ~. m% L
distribution of assets in the event of the liquidation, dissolution or
. _2 S. R9 D$ V1 p8 t, Qwinding-up of the Bank.* U4 p# H$ G5 B5 X% Z8 _( R
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
8 F( i3 G; x' ?- { mDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
! B+ b1 L4 g: pSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
* m5 D6 i( x" V P- z& F7 Ldividends received on such shares under Part IV.1 of such Act. |
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