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发表于 2008-11-29 16:58
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下面是BMO的:) e' @4 ~* M" u7 g. w/ [
SUMMARY OF THE OFFERING$ ^) Z4 Z& U9 J" z
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’’.
# X3 Q0 A( d/ A; x) r7 z- _ [Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
: K6 Y: I. Q: }8 s1 ~Amount: $150,000,000 (6,000,000 shares).
% y! R! v# a. X$ f- W, L& w4 k1 jPrice and Yield: $25.00 per share to yield initially 6.50% per annum.4 O- u z& m; M& Q; r; z& K
Principal Characteristics of the Preferred Shares Series 18
" c- g( p( \5 W( HDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
- D8 A0 B _: L9 Y5 r2 X/ Qnon-cumulative preferential cash dividends, as and when declared by the
& X( P- A9 _$ JBoard of Directors, subject to the provisions of the Bank Act, for the initial% x% J. v8 w* {1 G* W
period commencing on the closing date and ending on and including' `* T7 q: n' @$ }. v1 w* U' E
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
8 ^- T, ~3 h0 j% C1 T25th day of February, May, August and November in each year, at a rate4 v6 _. Q5 W$ [6 Q$ _5 `! N
equal to $0.40625 per share. The initial dividend, if declared, will be payable
5 A! b5 b/ b1 A7 R2 D6 }2 T+ |May 25, 2009 and will be $0.73459 per share, based on the anticipated closing$ o8 e* F4 l' A D4 |+ _# c" R0 y
date of December 11, 2008.- W' D# I E+ S( d# x. n& }" k
For each five-year period after the Initial Fixed Rate Period (each, a, w% a: c8 b9 \
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares6 y- T" s! t6 A
Series 18 will be entitled to receive fixed non-cumulative preferential cash, Q. I5 s2 n, l( _5 m8 [
dividends, as and when declared by the Board of Directors, subject to the
7 r; H. I) D; o, A* O, X3 Fprovisions of the Bank Act, payable quarterly on the 25th day of February,+ G+ @5 w! d1 a! j8 e: @
May, August and November in each year, in the amount per share per annum% c5 S& }. }. p# W
determined by multiplying the Annual Fixed Dividend Rate applicable to% n" Z; ]2 }0 H- s
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend7 q/ ?- E& k3 S6 {! g6 S
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the3 t; j8 H- a+ h
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
6 _0 Y5 d& @5 @' _0 m; Aof such Subsequent Fixed Rate Period and will be equal to the sum of the; [: K6 G* a3 n, |& l4 Q% H' o
Government of Canada Yield on the applicable Fixed Rate Calculation Date
3 e9 T) v% c7 `' \7 h7 k; w! Cplus 3.83%.
2 y: I7 i, W6 X6 z: U0 ^If the Board of Directors does not declare a dividend, or any part thereof, on
" y# [0 m/ l# pthe Preferred Shares Series 18 on or before the dividend payment date for a% p$ G9 x. e2 {) G- T; }, F, [
particular quarter, then the entitlement of the holders of the Preferred6 j/ ^' X3 S5 {& u/ C
Shares Series 18 to receive such dividend, or to any part thereof, for such. Z$ V2 S8 x, A; R+ W
quarter will be forever extinguished.( y5 o, |) B" N% c
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
" h7 i k i+ E$ R$ NSuperintendent and to the provisions described below under ‘‘Details of the/ s. H. J" e. P7 O9 n6 l5 \. U+ v/ q
Offering — Certain Provisions of the Preferred Shares Series 18 as a/ q O4 r. f* s) J
Series — Restrictions on Dividends and Retirement of Shares’’, on% X) A4 P* c3 R% Y3 d8 J& {$ i! ?" z
February 25, 2014 and on February 25 every five years thereafter, on not4 H* n) I* v ?, L
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any6 [) Z- Z, A z! }! L% A
part of the then outstanding Preferred Shares Series 18, at the Bank’s option* U' M2 N$ q1 B0 r+ |
without the consent of the holder, by the payment of an amount in cash for( n9 l6 n/ ~1 k. f7 }) v9 T, z0 m
each such share so redeemed of $25.00 together with all declared and unpaid
0 S/ m. s, b& Rdividends to the date fixed for redemption.( i* `6 I1 J8 N1 b% ^0 R: k/ F3 }
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
) [, Z) |. U( f+ a3 ^1 KShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
: i$ \8 _# O% U$ Othe right, at their option, to convert, on February 25, 2014 and on
; y( \: T p( t! G; pS-4- C7 l" i+ B4 ?( S% n' A0 w0 k' [5 C$ Y
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any' V0 L0 ^7 ~2 a2 I2 g! K7 t2 B6 [
or all of their Preferred Shares Series 18 into an equal number of Preferred
1 h! c6 D% Y3 Q# N* VShares Series 19 upon giving to the Bank notice thereof not earlier than
+ r A- g) Z% l* Y6 J30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day. n2 @; e8 p0 r, d
preceding, a Series 18 Conversion Date.3 s7 u1 X1 n( U+ c( F: e+ Z/ J
Automatic Conversion If the Bank determines, after having taken into account all shares tendered1 z( W$ k; V1 e- B
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares' U* Q( N$ [! ?/ P5 ]+ w' U- U/ a
Series 19, as the case may be, that there would be outstanding on such4 A, i: C% O o% J6 u- E/ b
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
8 O( {9 R5 W% K/ l, Jsuch remaining number of Preferred Shares Series 18 will automatically be
1 y' a- H: E" d! ^. z& T3 t6 @converted on such Series 18 Conversion Date into an equal number of
5 {6 v! d0 \, Y% d8 K2 I9 l( j# J1 |Preferred Shares Series 19. Additionally, if the Bank determines that, after8 T" o5 s' L8 {# l) u, R, b
conversion, there would be outstanding on such Series 18 Conversion Date; j* d) H4 l K$ I. x# O& n; q h5 P
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares% p" X/ n& }9 w) k9 I* `' l
Series 18 will be converted into Preferred Shares Series 19.
6 A) k+ W* z1 i( y U8 dVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
5 N" H) N( N- ]1 W4 VSeries 18 will not be entitled as such to receive notice of, attend, or vote at,9 |( O! E7 B! k
any meeting of the shareholders of the Bank unless and until the first time at
, c* @9 b# Q! B; G( {1 dwhich the Board of Directors has not declared the whole dividend on the
' G* ^2 t3 u4 ePreferred Shares Series 18 in any quarter. In that event, subject as
: {# v+ s' s* H6 W$ Uhereinafter provided, the holders of Preferred Shares Series 18 will be2 I5 q; O, E- B/ l" f7 W
entitled to receive notice of, and to attend, meetings of shareholders at which0 d- s* o! f6 u8 b
directors of the Bank are to be elected and will be entitled to one vote for4 O2 \6 {: o. I4 k; n' H, ]4 U
each Preferred Share Series 18 held. The voting rights of the holders of the
; {7 p+ K# [) k7 T kPreferred Shares Series 18 will forthwith cease upon payment by the Bank of2 g! G$ P# {( W3 e
the first dividend on the Preferred Shares Series 18 to which the holders are' H7 @, K& ?" w" a. W6 I' T' ?
entitled thereunder subsequent to the time such voting rights first arose until4 }: g0 }- f& w3 o! \' R
such time as the Bank may again fail to declare the whole dividend on the
7 o/ q2 e4 m3 q3 M: ^2 B. c. NPreferred Shares Series 18 in respect of any quarter, in which event such' r+ }( F$ r" c' R, U N [4 ~7 ^
voting rights will become effective again and so on from time to time.) t" n% E+ d7 o- u' G% N( T4 k$ @
Principal Characteristics of the Preferred Shares Series 19% O. [/ Z$ ~# c& Y; J4 S+ i& I+ G
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
" B; h7 r7 ^/ r0 s3 L4 Dfloating rate non-cumulative preferential cash dividends, as and when
4 G2 Q& y7 a' P# X& I) f, Ideclared by the Board of Directors, subject to the provisions of the Bank Act,
# O2 X) R; i+ N4 Lpayable quarterly on the 25th day of February, May, August and November
" w- R! B' f7 Pin each year, in the amount per share determined by multiplying the: O2 r. p# W: e: y$ t1 Y* {; L
applicable Quarterly Floating Dividend Rate by $25.00.6 A- Z) v, Z# `1 q, V
On the 30th day prior to the commencement of the initial quarterly dividend1 |7 K4 ?6 O; B( }1 _ y& e
period beginning on February 25, 2014, and on the 30th day prior to the first; b7 X3 v& H# R$ x- V% e& F7 y
day of each subsequent quarterly dividend period (the initial quarterly \' Z4 X" y& V/ T
dividend period and each subsequent quarterly dividend period is referred to
7 k, ~) [9 L, ~3 H( |' A) aas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the7 M7 Y# ~7 G. ?& @2 o
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
: @9 [, P M7 F: r7 k8 rPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the# ?8 D; t! B7 A% C
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
- n+ {4 k0 R0 }3 Xelapsed in the applicable Quarterly Floating Rate Period divided by 365)
4 g# b0 f) i, O! Ndetermined on the 30th day prior to the first day of the applicable Quarterly
7 O* t# y; e1 l3 ~# u ?) k" L) PFloating Rate Period.
. Y' V: F. {9 ?* L. dS-5
8 [9 G9 u" J x2 L- P* J0 dIf the Board of Directors does not declare a dividend, or any part thereof, on# Z. b& W6 k J6 f# Q
the Preferred Shares Series 19 on or before the dividend payment date for a1 I4 ?0 O) ^3 g# M" m% a' M. E
particular quarter, then the entitlement of the holders of the Preferred
0 m0 |/ J$ g3 k. j7 o/ b9 qShares Series 19 to receive such dividend, or to any part thereof, for such
8 ~- c+ S, {- ^$ c F6 \8 g9 R; [% nquarter will be forever extinguished.
$ x: c' F" i8 K7 H1 ZRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
3 n O) V U$ G" o- `" D4 h! HSuperintendent and to the provisions described below under the heading; W. V. R5 @6 L- R
‘‘Details of the Offering — Certain Provisions of the Preferred Shares3 M1 W+ y5 w8 y" H! M
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
* I) W" m, a* [, j' m+ C1 s( Yon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
) E0 d; R: \* k4 Hor any part of the then outstanding Preferred Shares Series 19, at the Bank’s" s' Q+ Z: h# t! J8 w J! q
option without the consent of the holder, by the payment of an amount in1 T4 Z9 Q: v% i0 g. A) |
cash for each such share so redeemed of (i) $25.00 together with all declared, y0 U" h. P" E
and unpaid dividends to the date fixed for redemption in the case of* ` v$ ]( D. c- V; {
redemptions on February 25, 2019 and on February 25 every five years
: D: B& `. B4 s4 N6 Y, |thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
6 q# \2 f$ M) _( v& |9 \" i# \4 H6 G: ithe date fixed for redemption in the case of redemptions on any other date2 K+ I, e/ r; p1 i ]6 ?* ]6 W
on or after February 25, 2014.
; K2 U, Z4 X0 X; y7 K6 tConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic7 Z& e/ y2 I# e
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have: v" U' H8 b; O% ]4 M, b3 {8 A$ z& G3 l
the right, at their option, to convert, on February 25, 2019 and on
I& x! c4 D1 U( u8 Z# a0 S! N7 hFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any z# H% {# T( B+ J
or all of their Preferred Shares Series 19 into an equal number of Preferred( R l3 w; y# F1 t" | s
Shares Series 18 upon giving to the Bank written notice thereof not earlier
# G, ?% B" Q% H6 M1 |; qthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
4 e, f, ]# J7 m& K15th day preceding, a Series 19 Conversion Date.; p8 _' |# U# u0 P+ B/ Y
Automatic Conversion If the Bank determines, after having taken into account all shares tendered& Z T p- |4 I+ }4 P4 ?
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
' H7 W' X7 B$ `$ @' ySeries 18, as the case may be, that there would be outstanding on such
" B+ R9 c5 j9 A. Y, d& Q( P& CSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
8 A, n9 g: S( ?5 O8 X9 ~1 v) t' x# ` Q, Qsuch remaining number of Preferred Shares Series 19 will automatically be5 N# _& i1 z4 f9 H" f0 l2 E
converted on such Series 19 Conversion Date into an equal number of$ A7 s6 b+ Z) E" l* l. s, p6 F
Preferred Shares Series 18. Additionally, if the Bank determines that, after
7 v# C; H _- z, d- bconversion, there would be outstanding on such Series 19 Conversion Date5 v% a8 W0 B+ u! J& e- B+ R: u3 v
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
+ `0 Y$ ?2 M5 `2 ySeries 19 will be converted into Preferred Shares Series 18.6 f- T4 H: a6 C; _2 c# } \% l
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
t6 N1 u5 j. `; X; ^7 HSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
" O2 O0 k9 F4 [& @& Q# i% Iany meeting of the shareholders of the Bank unless and until the first time at1 T5 W3 ?3 \( S7 X" A
which the Board of Directors has not declared the whole dividend on the! i# D/ M/ f; C7 y3 y' b0 A
Preferred Shares Series 19 in any quarter. In that event, subject as4 {% q- Z) l5 T6 t5 ^
hereinafter provided, the holders of Preferred Shares Series 19 will be
, |; o2 c" C' b! a% I$ Sentitled to receive notice of, and to attend, meetings of shareholders at which r/ h/ K" G" }6 H" l% M
directors of the Bank are to be elected and will be entitled to one vote for6 j% n9 t( b% k8 z
each Preferred Share Series 19 held. The voting rights of the holders of the
: ~5 a1 `" Q) k3 O9 G3 u- r! APreferred Shares Series 19 will forthwith cease upon payment by the Bank of7 }: x% k! P6 k
the first dividend on the Preferred Shares Series 19 to which the holders are
% v: t$ F" c! Z3 [6 |3 U. s4 T) A" dentitled thereunder subsequent to the time such voting rights first arose until" K. {! B- B( W$ i7 w; k& v( V
such time as the Bank may again fail to declare the whole dividend on the4 r2 B L6 w# D- n' b" w; @0 k: S8 S
Preferred Shares Series 19 in respect of any quarter, in which event such. O0 I# i! q+ P* }5 V
voting rights will become effective again and so on from time to time.
- j$ j, w2 y! Q) mS-6. p9 z& f/ c/ j& L: Y2 V8 V
Priority: The preferred shares of each series of the Bank will rank on a parity with
- z6 Y. n$ t. `+ d: a0 zevery other series and are entitled to preference over the common shares of
* M1 ^2 M- l q" V5 e0 m4 z, gthe Bank and over any other shares of the Bank ranking junior to the
: g9 r# |5 M4 B M& {( Y9 Apreferred shares with respect to the payment of dividends and upon any
- a" N3 K P0 N6 Mdistribution of assets in the event of the liquidation, dissolution or- @) R; A: v$ y0 z: L& G- f
winding-up of the Bank.( `' c6 C' X, n/ \
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under+ @: C! j8 t7 j5 y D6 }
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
9 _+ h4 G. c( K8 n- G8 G* PSeries 18 and Preferred Shares Series 19 will not be required to pay tax on5 w0 O! y0 J8 Z& d2 _6 x
dividends received on such shares under Part IV.1 of such Act. |
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