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发表于 2008-11-29 16:58
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下面是BMO的:
# j/ V f6 `; |7 Z/ p. @& w+ `3 NSUMMARY OF THE OFFERING! A5 E5 Q& F) ~0 J) ]- E
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’’.
/ o# O5 i2 B* l. ~7 o4 A8 MIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
- @6 M/ U. S" C6 [% Y& g, G1 oAmount: $150,000,000 (6,000,000 shares).2 H0 ?2 y$ N* u1 o+ w1 y. M# R
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
/ I k7 Y0 _( S' Z2 C/ ]9 l# z8 aPrincipal Characteristics of the Preferred Shares Series 18
. S+ P8 T* Q5 f; RDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed; J$ {9 u, \) K
non-cumulative preferential cash dividends, as and when declared by the, u0 N: f4 W$ o
Board of Directors, subject to the provisions of the Bank Act, for the initial% y7 V; O/ B4 W7 O# |8 e; ^
period commencing on the closing date and ending on and including
$ J% {' P2 k: E: TFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
( E" o- s+ q" \1 r5 X# G, U25th day of February, May, August and November in each year, at a rate9 p A% s4 ?6 @5 \ c
equal to $0.40625 per share. The initial dividend, if declared, will be payable
) n. R2 p5 M1 y' T( WMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
0 ^' n8 b, S7 d( [date of December 11, 2008.2 i# R/ K6 a; h8 N$ o
For each five-year period after the Initial Fixed Rate Period (each, a
, O3 p6 \) b/ d‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares0 Y6 k ?' P7 y2 p" U! E
Series 18 will be entitled to receive fixed non-cumulative preferential cash
' O" q) E" p3 B% w) k1 j+ i3 T Adividends, as and when declared by the Board of Directors, subject to the
6 Z# d2 H) u9 r) I8 r9 W! gprovisions of the Bank Act, payable quarterly on the 25th day of February,
' F/ H) h( [. MMay, August and November in each year, in the amount per share per annum7 S% D& }8 }8 N% g9 M
determined by multiplying the Annual Fixed Dividend Rate applicable to* c( y3 a* v* n
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend7 {. ], z: F( P
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
9 Q7 b; j* S' V, F' ^Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day( |" `5 U/ z( e9 K3 k8 d( j
of such Subsequent Fixed Rate Period and will be equal to the sum of the @1 S' [# h- U' I" F
Government of Canada Yield on the applicable Fixed Rate Calculation Date$ _0 Z% I X, n0 U3 q
plus 3.83%.
1 \( Z1 O# v1 r, c6 d8 y# JIf the Board of Directors does not declare a dividend, or any part thereof, on
0 L) n# k, H4 C" i: i+ Q6 qthe Preferred Shares Series 18 on or before the dividend payment date for a
1 G+ Y& G4 f1 X, }4 f1 m% uparticular quarter, then the entitlement of the holders of the Preferred2 z0 j7 w; C; R, N# Q6 l5 ]
Shares Series 18 to receive such dividend, or to any part thereof, for such
/ N% c% F1 a9 C! g! B* cquarter will be forever extinguished.
6 U& _5 [; V7 _, C3 O* Y7 YRedemption: Subject to the provisions of the Bank Act and to the prior consent of the3 V# W# e. ?2 {2 x# R, S2 P
Superintendent and to the provisions described below under ‘‘Details of the
7 x9 }2 r& m$ P: ^0 {; J! A7 q( oOffering — Certain Provisions of the Preferred Shares Series 18 as a
/ S5 L' u4 {" tSeries — Restrictions on Dividends and Retirement of Shares’’, on7 p/ d% n4 g; j9 g$ ~% d
February 25, 2014 and on February 25 every five years thereafter, on not
5 F1 Q V% \' g% u% imore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
8 R9 J. x# u0 ?$ X5 ~1 Zpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
/ z+ h0 S# { F: {8 zwithout the consent of the holder, by the payment of an amount in cash for+ A1 p, v# r( E p9 H Z! z) W
each such share so redeemed of $25.00 together with all declared and unpaid
1 j, M5 Z5 c% X4 Mdividends to the date fixed for redemption.$ _5 W/ }& T7 w2 C+ v$ ~
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic% {/ S T, u- n& `- }/ T
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have" v' _4 Y- j |# Y, [
the right, at their option, to convert, on February 25, 2014 and on
1 O* s' N/ ^. ?* {: C6 k8 [S-4
' H; o) L: E7 P* B! [February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any8 u& J* D& ]" D6 W" t, D
or all of their Preferred Shares Series 18 into an equal number of Preferred% M: c! ~# m- h. Q7 V$ H' W2 D
Shares Series 19 upon giving to the Bank notice thereof not earlier than
6 x2 C6 t8 O, h% l) B5 A3 j. t30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day5 Y9 T/ I7 S7 p5 t. M" ^. Z, y5 |
preceding, a Series 18 Conversion Date.
4 ?8 T; w! z- W# aAutomatic Conversion If the Bank determines, after having taken into account all shares tendered( Z0 a: M! ]) x8 F
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares( i+ O% e V& [# N
Series 19, as the case may be, that there would be outstanding on such
" }( P, Y" Y3 D* n( HSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
' ^ V" _4 `2 s1 B n. I7 esuch remaining number of Preferred Shares Series 18 will automatically be
1 }3 d' q, x% rconverted on such Series 18 Conversion Date into an equal number of& b4 |2 K9 E# _9 W3 d- N: Y! [. G
Preferred Shares Series 19. Additionally, if the Bank determines that, after+ J0 ?, S6 R r) B
conversion, there would be outstanding on such Series 18 Conversion Date
$ X3 _& Y5 i! h. Dless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares0 ]" i& l* V9 k7 `
Series 18 will be converted into Preferred Shares Series 19.; x, F5 y4 \1 l! a# s5 J
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares( h; u. p( X; k# G4 Z9 K: {
Series 18 will not be entitled as such to receive notice of, attend, or vote at,* [* Q8 {/ z6 l' t6 q
any meeting of the shareholders of the Bank unless and until the first time at
7 f0 W9 {" w- h( x C" Mwhich the Board of Directors has not declared the whole dividend on the
O/ v* F0 I. D6 r. I' N7 j9 sPreferred Shares Series 18 in any quarter. In that event, subject as
9 ]( {+ Y, u7 h# ~2 r! {hereinafter provided, the holders of Preferred Shares Series 18 will be, P4 S: q$ B0 e+ M. s0 R
entitled to receive notice of, and to attend, meetings of shareholders at which
$ W* E% s% Q: }- t Z0 J1 idirectors of the Bank are to be elected and will be entitled to one vote for
2 g- \/ C7 H1 p6 z3 G/ P6 i0 zeach Preferred Share Series 18 held. The voting rights of the holders of the" d8 B$ l5 G, n
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
$ i4 z% I& p9 j2 w1 v: `0 xthe first dividend on the Preferred Shares Series 18 to which the holders are3 E" ~) Q1 b0 _! ^8 n
entitled thereunder subsequent to the time such voting rights first arose until! j' q& G. A$ e K1 ?4 x8 [
such time as the Bank may again fail to declare the whole dividend on the
- R0 w! v8 c0 BPreferred Shares Series 18 in respect of any quarter, in which event such
7 w6 j& A, r* z. B# [$ y/ Nvoting rights will become effective again and so on from time to time.
' K l: ^7 r0 LPrincipal Characteristics of the Preferred Shares Series 19
$ V; _3 V% G. |3 _1 k) C& fDividends: The holders of the Preferred Shares Series 19 will be entitled to receive$ B, U6 L- J1 P# t
floating rate non-cumulative preferential cash dividends, as and when/ o# m* S% r9 k& ?8 q6 ]$ |
declared by the Board of Directors, subject to the provisions of the Bank Act,+ R: c6 g! P* V
payable quarterly on the 25th day of February, May, August and November, K) l/ {: R0 V' w7 R
in each year, in the amount per share determined by multiplying the+ C* G" P: f1 w( ^
applicable Quarterly Floating Dividend Rate by $25.00.9 I$ x, U0 \3 J3 C7 P6 W
On the 30th day prior to the commencement of the initial quarterly dividend
. j3 ]# n8 G9 A) operiod beginning on February 25, 2014, and on the 30th day prior to the first- d& W( E0 b9 \1 `% A/ w* O
day of each subsequent quarterly dividend period (the initial quarterly. ?8 v" J" S' l I7 O
dividend period and each subsequent quarterly dividend period is referred to
; k/ ^4 [* T% |! a3 D" Y6 E; X9 V4 k. gas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
, @/ X, Q( y+ l4 s% w# W5 w0 {Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
& J2 r+ X x% K! QPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
7 v7 G! M/ ^& V" RT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
& u: M1 X! z2 ^8 o' D' c- j/ O4 Helapsed in the applicable Quarterly Floating Rate Period divided by 365)
, F& p5 `; |: a& V/ K. zdetermined on the 30th day prior to the first day of the applicable Quarterly; I9 j8 z) d9 M) ^0 a h
Floating Rate Period./ g; j3 E0 U* C9 Z9 Q; t8 n
S-5! n( {$ L1 i: |9 S1 n' L+ N
If the Board of Directors does not declare a dividend, or any part thereof, on; V- Q2 i, G$ B# r( \) b
the Preferred Shares Series 19 on or before the dividend payment date for a' y1 F4 Y. x; Y5 n. O V
particular quarter, then the entitlement of the holders of the Preferred; K4 a0 S! p9 {( O% l
Shares Series 19 to receive such dividend, or to any part thereof, for such' s. {+ R2 o- [$ `( d8 A' J
quarter will be forever extinguished." k% \! p7 J5 G& M
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
/ P8 U9 e+ L) s2 NSuperintendent and to the provisions described below under the heading, A K' d. D; b4 e6 N( b% A4 {
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
. @7 u4 l e( y( U A+ NSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,* m0 Z+ ^3 L: K2 |4 z" ^0 T# m5 B
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all( a6 j+ {5 j0 a
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s. Y4 R9 a. }: @
option without the consent of the holder, by the payment of an amount in
" _) m9 e( x1 ]5 f5 |% h, rcash for each such share so redeemed of (i) $25.00 together with all declared
% T2 d0 k4 K" ?and unpaid dividends to the date fixed for redemption in the case of! ]: j4 N& U1 h& I& A" }
redemptions on February 25, 2019 and on February 25 every five years
$ I. x1 J4 Y- |7 `$ I- @3 r) K+ wthereafter, or (ii) $25.50 together with all declared and unpaid dividends to: P, g# e; Q3 b& r
the date fixed for redemption in the case of redemptions on any other date/ W% f% @% e; X% n4 b! D6 V
on or after February 25, 2014.
+ Z+ l* i- i+ jConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic* S) h( ]) q0 o
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have2 o+ C2 K. A! ~. u! a9 U7 S
the right, at their option, to convert, on February 25, 2019 and on
+ b0 q8 m7 P. ], Z6 W& JFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any5 U/ C% a T) E7 ~3 L; K
or all of their Preferred Shares Series 19 into an equal number of Preferred
% S4 h9 I. k+ A9 p3 mShares Series 18 upon giving to the Bank written notice thereof not earlier3 D7 G i% H# S+ y3 q
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
) e* x9 D( V: S$ ?1 R! Z15th day preceding, a Series 19 Conversion Date.1 I( H3 [6 w) M. M8 v- b
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
7 q' L; ^; l; a- h% H' P$ b4 ^7 UProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares& W4 g4 i; b O
Series 18, as the case may be, that there would be outstanding on such
$ ?9 Q9 Z, {9 \) ^( F- ^Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,/ J1 {, V# I1 x
such remaining number of Preferred Shares Series 19 will automatically be
/ S' S9 N$ L6 {6 lconverted on such Series 19 Conversion Date into an equal number of
6 T8 |* Q, o7 T, j/ D1 vPreferred Shares Series 18. Additionally, if the Bank determines that, after
! z4 a- ~ A k, N" y) n" sconversion, there would be outstanding on such Series 19 Conversion Date
5 l- T1 ?: q7 k! p& @less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares0 S+ q4 N2 V$ ^ T" g. D+ O
Series 19 will be converted into Preferred Shares Series 18./ [% u/ }5 @+ h2 |/ L7 U- c7 J
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
* y7 v- B* T( |7 R- y/ m3 vSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
, B+ H' U9 t9 C5 jany meeting of the shareholders of the Bank unless and until the first time at
+ H, h) B Y+ j4 ~& E" iwhich the Board of Directors has not declared the whole dividend on the, @5 z4 w) x7 L( x7 r( A
Preferred Shares Series 19 in any quarter. In that event, subject as) B; C3 u# {+ ?" q+ H6 ^8 t
hereinafter provided, the holders of Preferred Shares Series 19 will be2 J0 r& T1 q1 c9 {8 y' M5 W! t
entitled to receive notice of, and to attend, meetings of shareholders at which5 l1 K9 W9 _8 q3 Y8 w6 Q
directors of the Bank are to be elected and will be entitled to one vote for
3 s/ @$ N# i: P& |( `each Preferred Share Series 19 held. The voting rights of the holders of the/ p! s0 P" s+ M! m4 z7 ^* y
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of3 Z: ?. C2 h6 i$ _8 \; h' O
the first dividend on the Preferred Shares Series 19 to which the holders are' v* c" a+ C' ^ @6 m" q- N6 A6 q
entitled thereunder subsequent to the time such voting rights first arose until
# c5 Z9 ~/ y* {- ?/ xsuch time as the Bank may again fail to declare the whole dividend on the! C. h7 l4 |9 r% e
Preferred Shares Series 19 in respect of any quarter, in which event such
5 [7 F( ]/ y& w* mvoting rights will become effective again and so on from time to time.+ O% r# ]/ l Y7 N3 D) J
S-6& v: }* e1 E4 ^
Priority: The preferred shares of each series of the Bank will rank on a parity with
" _) `: i A- X7 \every other series and are entitled to preference over the common shares of
' ?, w- `! c$ r3 q" gthe Bank and over any other shares of the Bank ranking junior to the
. O m- C3 c, b5 c% T% e" Q% Z4 M$ ypreferred shares with respect to the payment of dividends and upon any6 z; t& }' N, T" \& ]) @+ U4 E% i1 v, O3 u
distribution of assets in the event of the liquidation, dissolution or
# W! J5 H0 b6 Q- x' D% Pwinding-up of the Bank.& E& ? I3 k$ L1 w$ [! J
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
# O8 Q, ^5 {( g3 ]7 H( dDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares+ j. z6 W9 e# q6 q' ]: w5 }
Series 18 and Preferred Shares Series 19 will not be required to pay tax on) A2 v a6 D5 z+ o; a" W$ F: i* ]
dividends received on such shares under Part IV.1 of such Act. |
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