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发表于 2008-11-29 16:58
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下面是BMO的:
8 e: i) ^" H) i; H; TSUMMARY OF THE OFFERING- G$ ?4 B* r* o* J& x2 z# W
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’’.
$ K7 I, B, K) z' O: nIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
* r9 X2 |) Q( L2 IAmount: $150,000,000 (6,000,000 shares).
! D8 T9 I6 B. ~, n$ G! G+ I9 QPrice and Yield: $25.00 per share to yield initially 6.50% per annum.' `8 g: d% M0 C/ w; M8 {
Principal Characteristics of the Preferred Shares Series 18
j+ y" h7 z5 ?- u1 Q4 _7 uDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
; y+ G5 ^! x, O8 jnon-cumulative preferential cash dividends, as and when declared by the
9 x, q+ _& A6 f0 g# qBoard of Directors, subject to the provisions of the Bank Act, for the initial
" d% S. X, f' v8 pperiod commencing on the closing date and ending on and including
8 R& l7 g H2 ?7 I& U% i4 m4 @0 sFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
* ?( _" }: z0 a) U/ K/ X2 h; w+ i25th day of February, May, August and November in each year, at a rate
7 y' M* R, }0 @, V/ ]equal to $0.40625 per share. The initial dividend, if declared, will be payable! M; |* b1 i) q5 I& r
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
6 n1 N9 S) I' O0 L3 [5 Fdate of December 11, 2008.
7 c1 g: x1 F4 n5 TFor each five-year period after the Initial Fixed Rate Period (each, a& f3 c2 q8 _* r+ h
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
k+ A; j% x& E7 `/ Y n o. PSeries 18 will be entitled to receive fixed non-cumulative preferential cash7 h; a) B9 c% E' X. R/ B
dividends, as and when declared by the Board of Directors, subject to the
+ H+ `$ @2 G6 jprovisions of the Bank Act, payable quarterly on the 25th day of February,7 Z; c8 t" ~. ]% w: {) r& R
May, August and November in each year, in the amount per share per annum: o' Y# E! K( i2 g$ D# j$ M
determined by multiplying the Annual Fixed Dividend Rate applicable to1 l% [# P& i" W- R b
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend$ o; o L! ^6 ?4 H8 H$ {
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
/ o9 h% [$ A$ x3 U; a& P: NBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day$ ~5 e4 s& f4 v; B
of such Subsequent Fixed Rate Period and will be equal to the sum of the
, v9 V+ E2 E' O* i! @ _6 x, IGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
, h+ f: P! y8 \, M3 Fplus 3.83%.% j( x9 ~% W4 [; x8 U& k
If the Board of Directors does not declare a dividend, or any part thereof, on
" b9 ^- M: {- _/ jthe Preferred Shares Series 18 on or before the dividend payment date for a
0 c# E- i9 `0 q& v+ }particular quarter, then the entitlement of the holders of the Preferred2 B' k& W* V# E
Shares Series 18 to receive such dividend, or to any part thereof, for such& a J' {6 B7 u9 h N% D+ [
quarter will be forever extinguished.7 L; H" {( C$ o3 n- D& ^
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
0 H" L5 k9 G+ L' R4 aSuperintendent and to the provisions described below under ‘‘Details of the
+ A$ T! B; S+ e( z7 ?3 nOffering — Certain Provisions of the Preferred Shares Series 18 as a+ t5 T- @; N2 S5 v
Series — Restrictions on Dividends and Retirement of Shares’’, on0 _. t. C+ f9 x9 J% H# b8 h0 }
February 25, 2014 and on February 25 every five years thereafter, on not
- S8 X) X0 ?; imore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
' A% c9 S* U0 W2 |; v+ E0 [% xpart of the then outstanding Preferred Shares Series 18, at the Bank’s option1 A8 E/ Y/ u' V1 R3 s
without the consent of the holder, by the payment of an amount in cash for) B5 ?6 H* \, D, @, Z" W* b, s
each such share so redeemed of $25.00 together with all declared and unpaid
0 @: O0 a* U/ z/ B+ Xdividends to the date fixed for redemption.
* ]- B* R* K$ f0 N7 WConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
8 Q/ T5 k' ?" }8 A% I9 s2 }Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have7 u+ F2 _3 X% v. V; b
the right, at their option, to convert, on February 25, 2014 and on
2 |7 s& N7 Y( d m3 ?) }3 dS-4
. U! N( I1 L7 |9 d2 t8 _February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
8 x+ m" Z( \/ i8 W8 sor all of their Preferred Shares Series 18 into an equal number of Preferred! a2 b8 D! N/ K m
Shares Series 19 upon giving to the Bank notice thereof not earlier than5 H9 v( K* \- r7 V+ ]
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day, _, e) ~& h8 t" j6 b
preceding, a Series 18 Conversion Date.0 N/ k$ ~! w# F1 l
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
3 I3 u& @( x5 @: d/ a1 |( i5 ?Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares; }2 D4 i' G4 z* E
Series 19, as the case may be, that there would be outstanding on such
* M1 K$ ]2 J. k# V/ [" ySeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
' S; @: S; f+ k6 i7 [2 q6 csuch remaining number of Preferred Shares Series 18 will automatically be
; @1 P0 U6 W- w7 {0 bconverted on such Series 18 Conversion Date into an equal number of
: ?8 z& o3 _( j. Z* oPreferred Shares Series 19. Additionally, if the Bank determines that, after
% L8 ~9 u8 m# m% ?. H3 G8 U$ B) kconversion, there would be outstanding on such Series 18 Conversion Date
i% M9 o6 s/ a* A& [4 _! Aless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares# x3 _5 o! e/ @4 J/ K3 {: S/ e
Series 18 will be converted into Preferred Shares Series 19.
; }! F$ f: N5 l3 w0 _Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares3 M" X4 R+ X' T- M' Y+ b! Y4 T) S) E
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
2 S& U7 @' ]) y! _any meeting of the shareholders of the Bank unless and until the first time at* \' _ U) M+ }( g+ i& {# W$ \
which the Board of Directors has not declared the whole dividend on the7 C5 O3 Y5 T7 \! P( w
Preferred Shares Series 18 in any quarter. In that event, subject as+ Q9 _6 A. l( l/ ]* b$ b
hereinafter provided, the holders of Preferred Shares Series 18 will be6 K' [' A5 Z0 ~8 K! b
entitled to receive notice of, and to attend, meetings of shareholders at which& D4 Z( x$ ?+ }: J
directors of the Bank are to be elected and will be entitled to one vote for! u7 n; S( g9 { j, ^
each Preferred Share Series 18 held. The voting rights of the holders of the
I' W* x- G4 L5 F8 Q4 C8 aPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
! {, s# {; t" n( Cthe first dividend on the Preferred Shares Series 18 to which the holders are I" S# n) n8 a5 A' x9 W" A( c$ o
entitled thereunder subsequent to the time such voting rights first arose until* C7 a% X8 a( i
such time as the Bank may again fail to declare the whole dividend on the$ g% l' v' ]/ x, Z1 R; q
Preferred Shares Series 18 in respect of any quarter, in which event such( L+ G; `- [. s- n% Q2 I. s
voting rights will become effective again and so on from time to time.% M) L" z9 ]1 W! P* U- h
Principal Characteristics of the Preferred Shares Series 19
( t! ~, L0 X* Q8 W8 `Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive6 a/ F# E, m/ w+ Q1 V1 i+ Z& M
floating rate non-cumulative preferential cash dividends, as and when, Z9 \# l' N* K' Z: ]
declared by the Board of Directors, subject to the provisions of the Bank Act,
; B) o3 b7 \6 Q5 _ Wpayable quarterly on the 25th day of February, May, August and November( ^4 U$ w5 d9 l/ c# D9 ?* G
in each year, in the amount per share determined by multiplying the
^( |# p& U' Capplicable Quarterly Floating Dividend Rate by $25.00., b. U* D+ [- c, B) N0 Y
On the 30th day prior to the commencement of the initial quarterly dividend$ ^, {& q& _% P& Y" D* ?" i
period beginning on February 25, 2014, and on the 30th day prior to the first
- s+ Q) ?+ o+ B3 p/ iday of each subsequent quarterly dividend period (the initial quarterly
$ @6 B }- F `dividend period and each subsequent quarterly dividend period is referred to& G" X6 P/ ?+ E4 \7 p* j" q
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the# B, c1 ?+ r1 S% n: T, d0 j
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
3 Y4 c( D @* R, hPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the" I7 A/ J1 h1 X
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days4 I7 X- @, K1 _
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
1 G J% X6 Z6 o. e; Y! fdetermined on the 30th day prior to the first day of the applicable Quarterly; ~! _* L1 H! K7 u" e
Floating Rate Period.
7 ]) R: {5 Q, y" }$ ~S-5, F- G# z$ ?; h1 i- n5 g( ]
If the Board of Directors does not declare a dividend, or any part thereof, on
* s( ?, G3 u" h- C" d( [" g" |the Preferred Shares Series 19 on or before the dividend payment date for a
4 T! ^& |: ^/ l( q, V: c6 ?0 Eparticular quarter, then the entitlement of the holders of the Preferred
; t5 J1 `7 s: } ? U) u/ E7 S' hShares Series 19 to receive such dividend, or to any part thereof, for such
( W+ J) S' C: \quarter will be forever extinguished.- I; G# u/ j" `
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the; [7 W, A) T8 D) T
Superintendent and to the provisions described below under the heading+ S0 P: L. u; O2 S/ V+ A0 E( X
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
* M; s& z2 q0 X8 }* @Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’, U" u! B7 i, S3 F. ~" x: H
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
8 l5 N% y" `5 \3 jor any part of the then outstanding Preferred Shares Series 19, at the Bank’s4 {4 ` c! |( j. H: N& N
option without the consent of the holder, by the payment of an amount in
( I' [: x/ `2 d; C% H! d$ Acash for each such share so redeemed of (i) $25.00 together with all declared) h% Z: [+ {3 n- z5 J
and unpaid dividends to the date fixed for redemption in the case of
/ X9 c/ `( Q2 H; y' e7 X0 Q; `redemptions on February 25, 2019 and on February 25 every five years
$ I2 b0 M# V0 `7 h0 _8 C6 t5 Cthereafter, or (ii) $25.50 together with all declared and unpaid dividends to0 Z( C1 l$ v+ F
the date fixed for redemption in the case of redemptions on any other date: c4 n5 n- w1 D. {6 u+ O \
on or after February 25, 2014.
8 f2 s2 K( ~2 p3 M) {/ L# ~Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic4 s" c9 V+ g" r5 U
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have$ p- c8 p* d7 ~: J) W% a( s9 g
the right, at their option, to convert, on February 25, 2019 and on) \- E9 I1 p |
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any9 X, v1 m. A( B0 s# R* {. d
or all of their Preferred Shares Series 19 into an equal number of Preferred% K+ d1 G% ^. J3 k
Shares Series 18 upon giving to the Bank written notice thereof not earlier1 P: F# X3 i& E1 i9 U' L5 L+ B& `
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
! m: ]1 N3 V# [" o0 h( k0 z15th day preceding, a Series 19 Conversion Date.2 x/ t6 L# t1 v* D
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
6 e, _8 J' U% M2 c( ^, tProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares6 S' b7 K8 T& J! s4 k. K
Series 18, as the case may be, that there would be outstanding on such3 D" c% X: m" g( Z
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
* Z6 h8 X) A6 t, o1 Dsuch remaining number of Preferred Shares Series 19 will automatically be* j' U& E1 {2 ^* n5 ], R2 p
converted on such Series 19 Conversion Date into an equal number of9 B, i; E2 g# p
Preferred Shares Series 18. Additionally, if the Bank determines that, after
% J, Z4 ^2 k& \2 @& R3 Xconversion, there would be outstanding on such Series 19 Conversion Date6 c! n K$ l- P/ J
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares* B6 ?+ L" u5 s, |+ Z, ]3 e
Series 19 will be converted into Preferred Shares Series 18.) q2 _9 t, D2 ?! U2 u% C
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares: h) I5 `3 J: w4 w" p
Series 19 will not be entitled as such to receive notice of, attend, or vote at,$ m/ |+ f( J: }
any meeting of the shareholders of the Bank unless and until the first time at- k$ i9 F. W+ T/ b3 g
which the Board of Directors has not declared the whole dividend on the8 y. b9 X7 ^- B4 f/ l9 |& {
Preferred Shares Series 19 in any quarter. In that event, subject as
: m, h8 K- l. b+ }- o$ b5 d Whereinafter provided, the holders of Preferred Shares Series 19 will be
9 N# r$ X! b8 [ _ j$ eentitled to receive notice of, and to attend, meetings of shareholders at which2 U6 M7 d5 d/ p: _
directors of the Bank are to be elected and will be entitled to one vote for
" R( y0 _# P9 M- Beach Preferred Share Series 19 held. The voting rights of the holders of the$ m& D4 V; Y2 l
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
! O6 ?0 O b b. m* j9 Xthe first dividend on the Preferred Shares Series 19 to which the holders are7 n) \1 w6 W9 Z9 k/ ?
entitled thereunder subsequent to the time such voting rights first arose until( E% [ P& u4 ~8 F' v( f0 I5 U
such time as the Bank may again fail to declare the whole dividend on the4 g. O+ t( F4 N. ~4 J' @
Preferred Shares Series 19 in respect of any quarter, in which event such
/ n' y: H) T' V6 vvoting rights will become effective again and so on from time to time.; g3 z4 [6 G# M' W, ?, c j& [+ B
S-69 I9 p/ D* I% |8 b. O: T
Priority: The preferred shares of each series of the Bank will rank on a parity with
4 p ]+ ]2 A" K! J- ]every other series and are entitled to preference over the common shares of
9 C$ v6 G/ p/ S- t7 Athe Bank and over any other shares of the Bank ranking junior to the& O/ V: I6 J" `2 |/ B. y# k
preferred shares with respect to the payment of dividends and upon any4 Z+ Z: |8 _+ Y1 u0 e0 \4 K
distribution of assets in the event of the liquidation, dissolution or! o7 |; r, H- X! j1 W
winding-up of the Bank.4 r8 G7 m3 X* r6 J
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
# R6 E* ^. i* C/ |7 S. G- jDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
* B" ^# h) _/ c0 }* ]6 ]1 ^Series 18 and Preferred Shares Series 19 will not be required to pay tax on/ w d+ A0 G6 c
dividends received on such shares under Part IV.1 of such Act. |
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