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发表于 2008-11-29 16:58
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下面是BMO的:
; \5 _/ F/ {, V2 CSUMMARY OF THE OFFERING
9 p" U( ?1 M! f8 r# x* d& F hThis 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’’." N F& K5 K4 K" J+ M3 c& m
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.+ q7 T1 n+ S+ Y$ M& w0 k
Amount: $150,000,000 (6,000,000 shares).
; d5 Q1 m, n. X! Q: E7 _Price and Yield: $25.00 per share to yield initially 6.50% per annum.
$ @; g; x6 j0 `* W W' Z( h' YPrincipal Characteristics of the Preferred Shares Series 18' ^7 D8 D5 D C7 ^1 H
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed& i0 P& j8 H0 N+ E% ~
non-cumulative preferential cash dividends, as and when declared by the
5 A3 ?& p! {2 N2 Q9 ]Board of Directors, subject to the provisions of the Bank Act, for the initial
8 t( m5 m. q# fperiod commencing on the closing date and ending on and including5 T& W( ~0 u2 M$ {: {: r
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
) g9 |+ \7 P* }, [25th day of February, May, August and November in each year, at a rate
: n n7 y8 s' wequal to $0.40625 per share. The initial dividend, if declared, will be payable
- f- R" X( @4 L" F: Y% @May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
* m5 m2 E* @: S; O; g9 _+ Gdate of December 11, 2008.0 n/ z: s! _2 d, w
For each five-year period after the Initial Fixed Rate Period (each, a8 j& W3 c0 h( G- s, y- _$ O
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares: U- j* L D, V, D! }
Series 18 will be entitled to receive fixed non-cumulative preferential cash& d# B( c6 U; N" W
dividends, as and when declared by the Board of Directors, subject to the8 e' b1 g# z; x) M/ ?
provisions of the Bank Act, payable quarterly on the 25th day of February,4 o1 c. U- E" d- p0 F* @' ?
May, August and November in each year, in the amount per share per annum
' l1 j, v6 x$ F( I" N+ gdetermined by multiplying the Annual Fixed Dividend Rate applicable to
- T( e! ]6 L) f# A* f" X/ h: u+ Ksuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend; v3 ~+ t9 h* L, s. X2 z8 d9 q; ^
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
. @# G' J5 @9 k# N2 hBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day" f# u: R/ G3 f2 _
of such Subsequent Fixed Rate Period and will be equal to the sum of the+ f7 Z2 V; y, i7 E8 [% s0 k9 a
Government of Canada Yield on the applicable Fixed Rate Calculation Date. p) W* x1 S, ]& u/ x' y! P
plus 3.83%.
* ^# u0 H# P h/ ~5 `If the Board of Directors does not declare a dividend, or any part thereof, on# x" Q+ X3 J7 V8 n7 z( F
the Preferred Shares Series 18 on or before the dividend payment date for a6 @+ M i+ \# r2 [% c& Y" z
particular quarter, then the entitlement of the holders of the Preferred! a, q0 ^6 o' @9 B' ]' c8 h
Shares Series 18 to receive such dividend, or to any part thereof, for such
- D2 ^# R& h" A7 p+ _ `quarter will be forever extinguished.
( x" i6 {$ m/ r+ B4 U) GRedemption: Subject to the provisions of the Bank Act and to the prior consent of the* e# X( Q' s2 ]. N( {( T
Superintendent and to the provisions described below under ‘‘Details of the0 Q) O7 ]& ]7 q# e" }
Offering — Certain Provisions of the Preferred Shares Series 18 as a
; Y4 C/ z1 q, n1 ]1 @! {& gSeries — Restrictions on Dividends and Retirement of Shares’’, on
+ I- ]' E8 Q! p E) a3 TFebruary 25, 2014 and on February 25 every five years thereafter, on not. M& m L1 g2 U/ s
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any$ a" X1 U3 Q4 F2 q8 U) ~
part of the then outstanding Preferred Shares Series 18, at the Bank’s option% v3 d4 r$ X1 c7 {. N$ O# R
without the consent of the holder, by the payment of an amount in cash for/ h: @& m% ^; _ [. ~8 Q' V7 P3 o
each such share so redeemed of $25.00 together with all declared and unpaid" k0 B. @8 \+ N9 f. R
dividends to the date fixed for redemption.
1 `+ v( A3 i7 g `* {$ p+ eConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic% y/ g4 [; | Z5 S9 W2 e4 X1 A; x
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
) }3 E1 S; v/ \4 ?( O! Z" Pthe right, at their option, to convert, on February 25, 2014 and on8 w- K+ J- P! g0 l% R7 R. V) ~: E
S-4
, d* C: r6 O Z- S( jFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
8 p. N @( r) l& K7 Mor all of their Preferred Shares Series 18 into an equal number of Preferred
9 A2 `; F% \8 E$ ?# kShares Series 19 upon giving to the Bank notice thereof not earlier than& h( T3 y" b% u# \ x$ I
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
2 L# R ^# u* [) Z( Cpreceding, a Series 18 Conversion Date.
* a: Z, g, P0 S2 i: r K, qAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
; S, z' q4 B, G/ c7 C- K8 Z- WProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
+ ?! t0 M1 D/ l8 _1 H) ], U. S% g' ZSeries 19, as the case may be, that there would be outstanding on such
0 V2 y3 u K5 ZSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,: O& p- Q- m) e$ x1 g* F
such remaining number of Preferred Shares Series 18 will automatically be6 ?% V1 Y' r$ ^+ g9 j
converted on such Series 18 Conversion Date into an equal number of
% X. K. ]7 K! e- p9 U0 {! ePreferred Shares Series 19. Additionally, if the Bank determines that, after: \+ B# K1 g. `& X4 g5 t( W
conversion, there would be outstanding on such Series 18 Conversion Date0 I' }: v% `- \9 `. \& M
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
% K! S+ S6 J) d3 n4 R7 PSeries 18 will be converted into Preferred Shares Series 19.3 ~. T, i5 Q5 |
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
: Y. E4 H5 i# |3 ]Series 18 will not be entitled as such to receive notice of, attend, or vote at,$ e0 V1 n) H% Q, E9 |, M* A& }
any meeting of the shareholders of the Bank unless and until the first time at5 j" ^ V4 G4 q8 {% T
which the Board of Directors has not declared the whole dividend on the* V0 T/ _/ M0 ^6 A
Preferred Shares Series 18 in any quarter. In that event, subject as- E+ @) q. _- }, Y: ^+ \
hereinafter provided, the holders of Preferred Shares Series 18 will be; X1 M, F" Q. J! ~! D& @) B
entitled to receive notice of, and to attend, meetings of shareholders at which
# W' u! P# y( ~: Q4 |9 M. i# Mdirectors of the Bank are to be elected and will be entitled to one vote for
! p6 `8 R4 Q4 ^/ ueach Preferred Share Series 18 held. The voting rights of the holders of the
/ r+ n; t2 {+ T4 sPreferred Shares Series 18 will forthwith cease upon payment by the Bank of6 l) U z b" ~
the first dividend on the Preferred Shares Series 18 to which the holders are
, u& H& o, X7 w! q+ d# mentitled thereunder subsequent to the time such voting rights first arose until, Q- m" v; G X5 B2 o: Q
such time as the Bank may again fail to declare the whole dividend on the5 B7 c: z& E; V
Preferred Shares Series 18 in respect of any quarter, in which event such
( S2 l0 t$ D3 c. m# ovoting rights will become effective again and so on from time to time.! S) i7 M1 w4 O, R, {2 }
Principal Characteristics of the Preferred Shares Series 19! N0 @ }# d5 L
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive" A$ Q3 I) j5 \' j; J0 p' Q$ j
floating rate non-cumulative preferential cash dividends, as and when, @1 h0 A8 Y) P
declared by the Board of Directors, subject to the provisions of the Bank Act,
& s. `1 g- R1 ^& X+ ?6 j) `( }- Npayable quarterly on the 25th day of February, May, August and November, K7 x A% w7 s* P( B& b
in each year, in the amount per share determined by multiplying the& z# Y; k: } I1 d2 l$ C
applicable Quarterly Floating Dividend Rate by $25.00.& }7 \/ [ h# Q1 ?9 e( a6 L
On the 30th day prior to the commencement of the initial quarterly dividend
2 Q+ V* g& C. P3 {* _3 o9 |! Lperiod beginning on February 25, 2014, and on the 30th day prior to the first
% _4 q/ q" P% q5 |, [day of each subsequent quarterly dividend period (the initial quarterly9 V! B0 X5 C: {: t- J
dividend period and each subsequent quarterly dividend period is referred to. ?* W4 E+ B( _' |; K
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
+ D3 Z9 G x0 [, tQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate! E- Z* I% Z# G9 T9 ~' C
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the+ N# {0 r5 w7 L1 M$ e1 [, R
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days! n( I; D, J0 d# y7 I5 l' f' b
elapsed in the applicable Quarterly Floating Rate Period divided by 365)9 Y; O8 |/ u' p1 O/ K( t. z
determined on the 30th day prior to the first day of the applicable Quarterly9 F/ I/ N6 c+ ?$ W. P
Floating Rate Period.) i9 |, L: T. v- K% E( F
S-5
4 I, l% V8 {+ M$ K& d0 F0 }If the Board of Directors does not declare a dividend, or any part thereof, on/ h" u) Z% Q: H2 `
the Preferred Shares Series 19 on or before the dividend payment date for a
$ F0 m! ?, w2 k+ B- @2 |9 {: vparticular quarter, then the entitlement of the holders of the Preferred
3 r: P B o X. }Shares Series 19 to receive such dividend, or to any part thereof, for such
, O( @, A7 Z) n aquarter will be forever extinguished.1 e( |+ p5 k; p
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
( V% y, Z9 j7 d+ l, aSuperintendent and to the provisions described below under the heading
" z" g7 F; C J% w( g. _: N( D‘‘Details of the Offering — Certain Provisions of the Preferred Shares+ o" j2 V. s$ F8 y
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,# d" Y+ }) T; Q3 o9 `/ Q
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all3 O+ L. b4 [( ~( C* I3 b
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
) t- A+ x2 p6 o# O) L; d" l" Loption without the consent of the holder, by the payment of an amount in; J5 R& |) p: \8 v1 x0 ?
cash for each such share so redeemed of (i) $25.00 together with all declared4 v, v$ q* N7 n! [5 y- o2 x/ \ E5 E
and unpaid dividends to the date fixed for redemption in the case of2 d/ L9 C0 v, \5 U. f0 M
redemptions on February 25, 2019 and on February 25 every five years
# ]" R, w7 I A7 I4 e9 v% K2 {thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
) S/ p0 M) e8 Q9 P3 o- I: z+ Fthe date fixed for redemption in the case of redemptions on any other date8 L1 b E% V* K1 h9 v
on or after February 25, 2014.
: U4 b% h/ ^6 W4 L9 I3 a1 ]Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic" N4 a& x* Z; @
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
+ B5 \. H5 q. ?0 k, C9 y" m. hthe right, at their option, to convert, on February 25, 2019 and on# d4 G! o9 J$ h9 Y$ s* C; E
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any' h, J/ O p1 A
or all of their Preferred Shares Series 19 into an equal number of Preferred
* \3 b" z, G9 O1 b7 vShares Series 18 upon giving to the Bank written notice thereof not earlier
7 w, O0 p6 x, {! |$ vthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
/ F9 j' [5 p5 o+ g; A% J15th day preceding, a Series 19 Conversion Date.8 g- X/ K6 V! o2 a/ m5 Q
Automatic Conversion If the Bank determines, after having taken into account all shares tendered! o' X8 ~1 l g7 a
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
9 q" \8 [6 t3 TSeries 18, as the case may be, that there would be outstanding on such0 ?! v$ X! b9 J8 U' C
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
/ c8 |4 m9 t3 R6 Rsuch remaining number of Preferred Shares Series 19 will automatically be
# j) F/ v4 _1 z; ~converted on such Series 19 Conversion Date into an equal number of
9 A$ l" V5 l$ d: @0 OPreferred Shares Series 18. Additionally, if the Bank determines that, after- A4 {) V7 `) |! y) e
conversion, there would be outstanding on such Series 19 Conversion Date
9 d! c8 Q- b, |less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares* T+ [2 F' V# J
Series 19 will be converted into Preferred Shares Series 18.
5 L. f$ H _& b. P; rVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
7 B7 j6 y- @% q4 GSeries 19 will not be entitled as such to receive notice of, attend, or vote at,3 b2 {: h0 x- z! ^7 v- W, D
any meeting of the shareholders of the Bank unless and until the first time at
' j& e% R o- |0 O @which the Board of Directors has not declared the whole dividend on the/ b' O- h; Q% e$ O( a, j/ z
Preferred Shares Series 19 in any quarter. In that event, subject as" S* ~$ F8 ~3 c3 y
hereinafter provided, the holders of Preferred Shares Series 19 will be6 V8 C3 }) m; J" R/ ]' }
entitled to receive notice of, and to attend, meetings of shareholders at which
5 W; i* J) p; \$ H+ P, `# Ddirectors of the Bank are to be elected and will be entitled to one vote for
' r9 j" X9 z8 o, `4 Deach Preferred Share Series 19 held. The voting rights of the holders of the& R6 S- l( V% c8 @0 i6 b& I% |
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of( E. O1 u0 \& M/ Y8 T8 S
the first dividend on the Preferred Shares Series 19 to which the holders are$ K- @' C$ d* T1 h- I% ~; c1 j6 Y
entitled thereunder subsequent to the time such voting rights first arose until
- ~4 o' K d/ j7 S2 {" Esuch time as the Bank may again fail to declare the whole dividend on the% h% [' G) y8 f8 f- a
Preferred Shares Series 19 in respect of any quarter, in which event such2 K# h0 u( g" s8 Q6 m
voting rights will become effective again and so on from time to time.
9 l9 P" \8 \" O2 H2 F& US-6
4 H# R2 X1 i1 P: l% b2 UPriority: The preferred shares of each series of the Bank will rank on a parity with
1 q' M1 d7 M) B) Levery other series and are entitled to preference over the common shares of
, C& S3 p4 G. [$ ]& sthe Bank and over any other shares of the Bank ranking junior to the
' E; p( ?& ^- X2 {preferred shares with respect to the payment of dividends and upon any+ k; Z: u9 b1 V# E$ s6 G. X) l
distribution of assets in the event of the liquidation, dissolution or
2 W% I3 q8 R2 ?2 o$ y3 s6 L Iwinding-up of the Bank.
/ {; {! A% B( u1 d7 S$ ]. L0 STax on Preferred Share The Bank will elect, in the manner and within the time provided under
" q/ x8 Z! g; ? c8 QDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares7 Z* D. [; d. w9 q& U5 d
Series 18 and Preferred Shares Series 19 will not be required to pay tax on. d2 J! p( j7 L, ]1 e6 k/ D8 e
dividends received on such shares under Part IV.1 of such Act. |
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