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发表于 2008-11-29 16:58
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下面是BMO的:
& y0 p: Q @+ ~0 v* J6 qSUMMARY OF THE OFFERING
1 [8 ?# C; O! L& v0 OThis 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’’.
2 r8 i9 C ]) \Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.; F, ~. B& p$ L- S k
Amount: $150,000,000 (6,000,000 shares).
. F# |. ?# F$ v1 Y& O5 m- PPrice and Yield: $25.00 per share to yield initially 6.50% per annum.% {5 }- @ Y( m! n
Principal Characteristics of the Preferred Shares Series 18
: c5 c w3 }2 CDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
6 c* l: G C/ y" h3 jnon-cumulative preferential cash dividends, as and when declared by the
. X+ y* z4 I& N% m% I" H @* EBoard of Directors, subject to the provisions of the Bank Act, for the initial
! x) }1 t/ {5 t8 pperiod commencing on the closing date and ending on and including
C3 v! c5 [$ E4 s; \. n/ ZFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
/ g8 H9 h* E! x% i25th day of February, May, August and November in each year, at a rate0 B! b2 }$ |! i: W5 R0 ~
equal to $0.40625 per share. The initial dividend, if declared, will be payable
- O i+ R: s$ xMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing) }* m3 a" k1 q" p
date of December 11, 2008.
6 r( U. ^5 o7 y5 U. L, X5 XFor each five-year period after the Initial Fixed Rate Period (each, a% F: z O+ W( u: I; s6 z
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
2 s% ^" \2 d/ L+ NSeries 18 will be entitled to receive fixed non-cumulative preferential cash
* w ~- e4 d2 Idividends, as and when declared by the Board of Directors, subject to the9 O- `9 k* }7 f" M7 x
provisions of the Bank Act, payable quarterly on the 25th day of February,
6 M/ M# H* F( @4 J9 q# wMay, August and November in each year, in the amount per share per annum
: `- B. b0 O v: N" Tdetermined by multiplying the Annual Fixed Dividend Rate applicable to/ K% |/ s+ |( C, @- \0 F
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend' T s. h$ C$ {1 b' n/ p/ J
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
8 m0 j& {% \+ Q* d& v2 O; PBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day! r3 h1 |; K8 `0 ]# m
of such Subsequent Fixed Rate Period and will be equal to the sum of the
& |: y* \- I( B% iGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
5 ^) U) F8 |7 e" d0 Hplus 3.83%.
9 A6 `1 V2 M' o. U7 D4 OIf the Board of Directors does not declare a dividend, or any part thereof, on
+ {5 ~) ~1 K6 L6 @the Preferred Shares Series 18 on or before the dividend payment date for a
% h) L/ ^" ?) qparticular quarter, then the entitlement of the holders of the Preferred8 o ?0 \, Q/ ~! y$ N
Shares Series 18 to receive such dividend, or to any part thereof, for such
* y* V. r2 g. j2 U/ {( V/ [quarter will be forever extinguished.% m' N% [8 d0 I' b) t/ n) N5 _3 P
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the7 N/ y& n/ n; r
Superintendent and to the provisions described below under ‘‘Details of the* I8 | W* n' @$ B$ u* N. m
Offering — Certain Provisions of the Preferred Shares Series 18 as a
. }5 i: O& }: U ?Series — Restrictions on Dividends and Retirement of Shares’’, on/ s3 B) A) Q9 |$ ~) z
February 25, 2014 and on February 25 every five years thereafter, on not
0 P3 s3 ? U. V7 P; umore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
. F+ n0 k; b. Q1 W/ }( ~. i1 P# Hpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
8 q) i$ J3 x7 t- Gwithout the consent of the holder, by the payment of an amount in cash for
' F" t6 S2 q) z. r; A+ Y) Q. Y/ c/ Neach such share so redeemed of $25.00 together with all declared and unpaid/ W8 S( ?+ s- r
dividends to the date fixed for redemption.
8 l- |" J/ ?- \" |% i2 \1 jConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
$ @& a, I5 j& v9 P4 RShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have0 F* F! D: `% `' c7 _
the right, at their option, to convert, on February 25, 2014 and on# P9 P! N7 |) ^' x! u
S-4
6 k9 ?: @5 s0 ] t0 kFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any2 d3 ]: T. @* S. N1 z
or all of their Preferred Shares Series 18 into an equal number of Preferred9 f! H* y3 N' |( I3 m+ x
Shares Series 19 upon giving to the Bank notice thereof not earlier than
f6 w4 {+ ~% q9 M+ ^2 S30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
. g; H2 T8 {5 }9 \preceding, a Series 18 Conversion Date.+ v; E& S6 W3 O: i" x7 z9 G- u+ t) g
Automatic Conversion If the Bank determines, after having taken into account all shares tendered; `- {5 N% r4 Q9 W; x# R
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares% f+ j' U; Z4 p2 ~6 {( Q
Series 19, as the case may be, that there would be outstanding on such' Q$ p3 H0 D8 ?' P( x! @4 T! ^
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,! o5 U6 O/ ]; J8 G5 U5 f
such remaining number of Preferred Shares Series 18 will automatically be9 l P, ^( t) k4 y
converted on such Series 18 Conversion Date into an equal number of# [: Y {' m* B2 e* o' Y5 I
Preferred Shares Series 19. Additionally, if the Bank determines that, after: C6 D' x: E/ d- Y; A' d
conversion, there would be outstanding on such Series 18 Conversion Date l0 z V2 ]% _. B% o y R) N
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
* l7 `. A9 G3 b- ^3 R+ K! n" s9 tSeries 18 will be converted into Preferred Shares Series 19.
3 ~, W3 q) ^) k5 \. R5 QVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares! L$ E) D* b$ K( b4 C# l: h
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
2 ] l/ D$ T f8 E2 uany meeting of the shareholders of the Bank unless and until the first time at0 }8 e7 g( A) e5 K
which the Board of Directors has not declared the whole dividend on the m. d, Q+ I! i8 v
Preferred Shares Series 18 in any quarter. In that event, subject as
' r, ?" w. O2 dhereinafter provided, the holders of Preferred Shares Series 18 will be6 ]- ?: a/ u" S g
entitled to receive notice of, and to attend, meetings of shareholders at which- w5 t+ P* i4 I2 B% d# I) N
directors of the Bank are to be elected and will be entitled to one vote for! j9 Y7 p. W' D5 ]& Y, x$ O1 H
each Preferred Share Series 18 held. The voting rights of the holders of the
. k) t* }; p$ u6 A9 x, B! K4 {Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
6 E" K+ q& [5 f/ ?# vthe first dividend on the Preferred Shares Series 18 to which the holders are
; A Q: M7 ~. v; l& {6 q5 P. Fentitled thereunder subsequent to the time such voting rights first arose until
! k4 @: x! n+ r3 tsuch time as the Bank may again fail to declare the whole dividend on the# [5 z9 Q, _' y& f
Preferred Shares Series 18 in respect of any quarter, in which event such; G+ s7 N- I- ^! `6 g% x
voting rights will become effective again and so on from time to time.
; q) T6 U f2 T' C; [9 |2 L4 L- T1 c& t* yPrincipal Characteristics of the Preferred Shares Series 194 H) ~' e5 r) x* J+ a1 h, W
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive# l3 w% ^/ a) c" g9 k
floating rate non-cumulative preferential cash dividends, as and when5 f1 b3 K' i0 ]$ b e7 k
declared by the Board of Directors, subject to the provisions of the Bank Act,
# I5 R8 U; P/ M4 U& s k0 \* B5 qpayable quarterly on the 25th day of February, May, August and November
& r/ M4 D$ T5 L6 o: Fin each year, in the amount per share determined by multiplying the4 F m* w! N' x1 U5 v* L# }
applicable Quarterly Floating Dividend Rate by $25.00.9 B6 O1 {; F' G+ C6 ]8 k9 U
On the 30th day prior to the commencement of the initial quarterly dividend# Y3 n5 j6 r( H& D' p
period beginning on February 25, 2014, and on the 30th day prior to the first/ y7 M4 W S5 o* m/ E/ i
day of each subsequent quarterly dividend period (the initial quarterly; o' k l3 C' L( l- W, Q+ s7 w
dividend period and each subsequent quarterly dividend period is referred to$ j# ~. U, M" n1 z9 c
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
4 q2 B: [+ F$ c7 r$ `8 \& a- aQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate+ a* f. y* O! ~! V
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the3 J9 G: |. ~4 `: n# C, ?9 K; D$ h
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
- ~( H; _' @/ t7 felapsed in the applicable Quarterly Floating Rate Period divided by 365)9 o; @+ k+ B4 H. R, y
determined on the 30th day prior to the first day of the applicable Quarterly
6 ~* S+ x3 @0 e' P- C6 i; LFloating Rate Period.4 @5 V* U7 s7 s6 g1 a; T; z+ n
S-5
1 {/ o x& ]; k* UIf the Board of Directors does not declare a dividend, or any part thereof, on t! r8 w H# |. \' F; A
the Preferred Shares Series 19 on or before the dividend payment date for a
[0 P1 N, M5 @' c& U, I( g1 J+ ?7 Qparticular quarter, then the entitlement of the holders of the Preferred3 ^. E/ ~) \7 X0 R! ~7 i
Shares Series 19 to receive such dividend, or to any part thereof, for such
5 N) ]' e/ K0 R' O" d, i+ `0 Pquarter will be forever extinguished.
/ ^1 V# x& y7 U/ w' k2 a0 M# T* mRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
' Q5 Y x7 ~: V- c* XSuperintendent and to the provisions described below under the heading: t; o3 {* g6 {* U
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
/ W7 `4 _) G2 k; }Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
; X& D- E" E, U0 V9 q/ @9 hon not more than 60 nor less than 30 days’ notice, the Bank may redeem all( y. s( n8 E1 r0 @9 W/ x- R) h2 g9 Y
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s3 R4 D3 n$ c: l
option without the consent of the holder, by the payment of an amount in' ~8 j* i" P x3 M' n& _
cash for each such share so redeemed of (i) $25.00 together with all declared: z V! Y" {! `! E# s0 Q! d% }
and unpaid dividends to the date fixed for redemption in the case of4 h$ E6 P8 h& S8 s5 S& V& {4 d
redemptions on February 25, 2019 and on February 25 every five years
" j# E3 r" E) `5 _8 f0 gthereafter, or (ii) $25.50 together with all declared and unpaid dividends to" i# K; ]% K! r4 X7 Y4 f: S6 {
the date fixed for redemption in the case of redemptions on any other date
2 {6 ]' n3 v" J; J X% jon or after February 25, 2014.3 S; [* h1 b) g! r: D) h" {
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
% S0 \3 k$ R" N+ T5 p0 rShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have3 x& C5 a+ J( |' l
the right, at their option, to convert, on February 25, 2019 and on( S8 V( U1 x) j9 x3 d6 }
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any7 C$ n& G p, Z6 I, Z( l
or all of their Preferred Shares Series 19 into an equal number of Preferred
( I: d ~& s5 F% @% {Shares Series 18 upon giving to the Bank written notice thereof not earlier
0 T& B) f. ? U3 l' |$ Lthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
0 U' w0 o, B: Y6 O5 m15th day preceding, a Series 19 Conversion Date.
& I3 d& J5 P* A6 Q4 i+ O1 g; }Automatic Conversion If the Bank determines, after having taken into account all shares tendered
x, [ g" B5 A. a r7 ^. m6 MProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
' }4 k/ P: w$ H3 X. SSeries 18, as the case may be, that there would be outstanding on such
: w% s" b" R3 {( U9 h. ZSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,3 x7 E: k. K5 A
such remaining number of Preferred Shares Series 19 will automatically be
1 ^. j: ]: \3 m; d, `; e$ o) Econverted on such Series 19 Conversion Date into an equal number of: H4 C1 b- ]" s, y- J U% ^3 S3 h
Preferred Shares Series 18. Additionally, if the Bank determines that, after9 S6 i: H+ V A E, k
conversion, there would be outstanding on such Series 19 Conversion Date
) R: X; K) ?5 K Q8 W( lless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
( C; F' d( B c! {! OSeries 19 will be converted into Preferred Shares Series 18.
1 y1 o5 o4 n$ r* N3 L" ^% F& j: sVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
4 d8 q; v: _) W, X! oSeries 19 will not be entitled as such to receive notice of, attend, or vote at,' }. X( L$ T8 g! ]! e! v, |
any meeting of the shareholders of the Bank unless and until the first time at4 U5 U1 t" @1 i) _2 D; U
which the Board of Directors has not declared the whole dividend on the) c0 R0 r( A: X
Preferred Shares Series 19 in any quarter. In that event, subject as
& z* f2 v$ G. bhereinafter provided, the holders of Preferred Shares Series 19 will be R4 G+ `9 i' q
entitled to receive notice of, and to attend, meetings of shareholders at which
9 G7 o( s) n( edirectors of the Bank are to be elected and will be entitled to one vote for2 D/ A8 z2 L% o) R) {
each Preferred Share Series 19 held. The voting rights of the holders of the
# v0 Y( i; \; o+ l7 ePreferred Shares Series 19 will forthwith cease upon payment by the Bank of' e! _' I C! @7 `1 D# K
the first dividend on the Preferred Shares Series 19 to which the holders are3 @6 v l7 `8 B8 c: Q
entitled thereunder subsequent to the time such voting rights first arose until/ O; u6 f0 N9 s+ e6 Z
such time as the Bank may again fail to declare the whole dividend on the2 h: H# E* A8 ~" q
Preferred Shares Series 19 in respect of any quarter, in which event such" m n8 c4 u$ J+ `- U, I
voting rights will become effective again and so on from time to time.; K' ?7 j+ M. ?" b
S-6% c" j3 \) U8 s1 Y: l+ `: E8 ?
Priority: The preferred shares of each series of the Bank will rank on a parity with( C8 J M& x- X" D8 U w
every other series and are entitled to preference over the common shares of
% `" [6 {( T" U' \ Gthe Bank and over any other shares of the Bank ranking junior to the) V, \: x+ `+ J/ h; \8 p. |* c% r
preferred shares with respect to the payment of dividends and upon any1 B1 a. V6 e z3 n1 @ H
distribution of assets in the event of the liquidation, dissolution or1 j8 X% ] W% S3 y# j2 { u5 I
winding-up of the Bank.6 P1 D% C i# y- Y* Q4 v. o
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
& F) _" I/ Q0 l- S4 ]Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares" O$ j% J. ]0 x* R1 `# v W
Series 18 and Preferred Shares Series 19 will not be required to pay tax on R u% _- r3 v! u' V
dividends received on such shares under Part IV.1 of such Act. |
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