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发表于 2008-11-29 16:58
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下面是BMO的:
0 _5 j4 y0 v$ G# B- P( p( q5 O2 OSUMMARY OF THE OFFERING+ z" T" w" g% c, r8 S7 N1 I
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’’.
4 c' H+ Q, B5 _: B& g" Q! qIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18., v' H% h$ x0 q6 ]% R
Amount: $150,000,000 (6,000,000 shares).
0 t3 r) A8 V$ o0 D% ?% z% f0 oPrice and Yield: $25.00 per share to yield initially 6.50% per annum., B0 h+ L# Q+ e% E! A6 b' H2 P: \1 x5 S
Principal Characteristics of the Preferred Shares Series 18
$ `2 V% A/ ^8 P$ QDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
5 m1 s6 i9 k. A5 o; F3 \( u/ s7 \non-cumulative preferential cash dividends, as and when declared by the
' V: K: ^0 H% }3 \2 [* h* B; P+ TBoard of Directors, subject to the provisions of the Bank Act, for the initial" Y- u+ S4 R; M4 I! y
period commencing on the closing date and ending on and including
+ f* H: B3 b8 W1 L9 R8 F/ v: v% TFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the6 i% G, V7 g3 H% f5 ^/ H
25th day of February, May, August and November in each year, at a rate0 o! _, J! W( B% }
equal to $0.40625 per share. The initial dividend, if declared, will be payable
, i' k5 I/ d+ S* J0 k! h8 vMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
( X K5 N4 m* ~5 s8 m7 Z1 Mdate of December 11, 2008.
* L' D; w) C9 J; d; \5 g; B4 TFor each five-year period after the Initial Fixed Rate Period (each, a
: ~* Z4 {+ J( r O+ [6 L3 L" h‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
$ W" R; E9 Q5 W& x7 jSeries 18 will be entitled to receive fixed non-cumulative preferential cash
& t' S" \9 x3 c! O" }; sdividends, as and when declared by the Board of Directors, subject to the
% }# I( Q4 Q- f- w; \provisions of the Bank Act, payable quarterly on the 25th day of February,6 _7 c; H! r. t$ H
May, August and November in each year, in the amount per share per annum
% n: p* n! Z: _2 Bdetermined by multiplying the Annual Fixed Dividend Rate applicable to
7 N! U( v% U3 u9 c, U3 d) A) a+ i# @such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
$ g) j- ]6 y' i: @' \Rate for the ensuing Subsequent Fixed Rate Period will be determined by the( ?' n& D$ R! r) U* I. x7 G6 L
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
# J0 Z1 }( o3 `: @# m; o/ `1 Pof such Subsequent Fixed Rate Period and will be equal to the sum of the
6 I$ s* [4 n" kGovernment of Canada Yield on the applicable Fixed Rate Calculation Date7 {* ]" c, l6 h3 J- E4 H
plus 3.83%.
( S" d/ B7 z) I$ q, b; {If the Board of Directors does not declare a dividend, or any part thereof, on2 R; \8 [; s; J# O' D. |; _
the Preferred Shares Series 18 on or before the dividend payment date for a, B/ \! e) g8 {& a; { R
particular quarter, then the entitlement of the holders of the Preferred1 i$ I4 }8 y0 T5 b1 a& d5 R
Shares Series 18 to receive such dividend, or to any part thereof, for such
+ t, C- u2 G" B7 Y& `# W. ^3 ?quarter will be forever extinguished.
, K1 c9 r5 T6 `) |2 ~: }Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
# L5 N2 j- L4 b$ ~3 ?& L# YSuperintendent and to the provisions described below under ‘‘Details of the I* R! Q6 U+ B7 Z, C: T
Offering — Certain Provisions of the Preferred Shares Series 18 as a a4 `) z$ c" t) g% q
Series — Restrictions on Dividends and Retirement of Shares’’, on
8 _ x' z0 ?6 A \February 25, 2014 and on February 25 every five years thereafter, on not
+ K% O' s. Q! g- v5 S4 d+ y r: |more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
4 b E( \" M. e. Tpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
& x+ K f' \4 Z. Twithout the consent of the holder, by the payment of an amount in cash for
! t: a9 r; s" j9 ~4 I/ `2 Qeach such share so redeemed of $25.00 together with all declared and unpaid& e. e' ?9 `! ~6 D" b" M9 G
dividends to the date fixed for redemption.( g' R6 R6 h9 q8 }
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
* l& G& q9 O# I+ `Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have7 N2 t$ K! ^, d0 X5 ^# o
the right, at their option, to convert, on February 25, 2014 and on
& v$ }: [* f4 K+ d/ j g* `) zS-4; V$ x2 X. x2 d; P: p6 X
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
% K( T( p ?( {& X& cor all of their Preferred Shares Series 18 into an equal number of Preferred
8 K0 U' v6 k( l3 H6 ^Shares Series 19 upon giving to the Bank notice thereof not earlier than7 K e/ d6 C, k4 S
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
' M0 S( T1 g6 O# k7 D! {7 epreceding, a Series 18 Conversion Date.4 C* y3 L6 u& o, ~ ~. ~
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
4 E/ n! B4 @% J. O4 C: sProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares8 J- M" v( [9 `+ ^
Series 19, as the case may be, that there would be outstanding on such4 ]5 W- Z, |0 ~
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
& x. ^: R6 \8 s7 Q* Z* N; fsuch remaining number of Preferred Shares Series 18 will automatically be1 S! U! s! t' i/ l2 j' o5 \
converted on such Series 18 Conversion Date into an equal number of4 ^1 j6 @: J9 s2 T
Preferred Shares Series 19. Additionally, if the Bank determines that, after
; M+ m( l& v J, K: R$ Mconversion, there would be outstanding on such Series 18 Conversion Date' j3 B: U' Y$ I5 y
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares" C0 i& X: l( T, K; r& T, a r
Series 18 will be converted into Preferred Shares Series 19.
& H, M4 `3 x8 @Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares' f. u( L0 [) _/ p+ ]" ^: E" V
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
0 s( h0 c4 O2 Gany meeting of the shareholders of the Bank unless and until the first time at
. u/ K0 X$ i C, r. U5 N8 F0 Rwhich the Board of Directors has not declared the whole dividend on the+ d( X& j$ Z- x9 v7 s9 G3 v: E
Preferred Shares Series 18 in any quarter. In that event, subject as4 Q5 N, W9 e& T) }. V
hereinafter provided, the holders of Preferred Shares Series 18 will be
9 V7 x! b1 d" W1 C. t+ E9 ~entitled to receive notice of, and to attend, meetings of shareholders at which
$ v+ w8 l2 H( n, Jdirectors of the Bank are to be elected and will be entitled to one vote for
+ O+ o! p8 g. f4 K# I( c/ feach Preferred Share Series 18 held. The voting rights of the holders of the
0 ~' B9 R, v. | P1 \, d9 Z- w* PPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
& P: X* {: j. tthe first dividend on the Preferred Shares Series 18 to which the holders are
$ j9 t+ L- K( {( j" sentitled thereunder subsequent to the time such voting rights first arose until" {2 ~( m# a4 K' S0 l; e9 q; B
such time as the Bank may again fail to declare the whole dividend on the
3 A, [2 t: ]* b* DPreferred Shares Series 18 in respect of any quarter, in which event such; z" i. P8 _# }
voting rights will become effective again and so on from time to time." w6 b+ B2 W/ x; K n0 c
Principal Characteristics of the Preferred Shares Series 19; r+ {# n% ^+ t$ r; [
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
' a9 v% \) q7 f: n6 R) vfloating rate non-cumulative preferential cash dividends, as and when
" \; ~- G- U6 }) `0 vdeclared by the Board of Directors, subject to the provisions of the Bank Act,! H. y. l9 o0 ~7 E8 e# b; ^7 t
payable quarterly on the 25th day of February, May, August and November2 U5 g2 N% V9 w% W
in each year, in the amount per share determined by multiplying the* y0 h/ C4 S* I3 z; W. I
applicable Quarterly Floating Dividend Rate by $25.00.
& S, ~ h3 T2 e1 cOn the 30th day prior to the commencement of the initial quarterly dividend
4 h5 y4 N; G8 c* @; l3 @period beginning on February 25, 2014, and on the 30th day prior to the first
: @- `6 o1 W; ]5 U0 cday of each subsequent quarterly dividend period (the initial quarterly. B' I$ J: b( x6 m: l5 R; x
dividend period and each subsequent quarterly dividend period is referred to- f; {+ ~* ` T1 `6 S4 {* M
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
6 l$ I, `+ w) u+ Q- ^Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate4 S4 i" A5 Y; f V" F/ { @
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
( w2 i/ l) m0 [$ R' O0 b. ~; AT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
# A0 d* L1 C1 o8 Z* ~4 melapsed in the applicable Quarterly Floating Rate Period divided by 365)
" v8 z1 p9 l' J3 c: ]& Z5 P+ Y1 odetermined on the 30th day prior to the first day of the applicable Quarterly8 y3 J) T: M3 w# b. V
Floating Rate Period.
/ e/ [# f) K, p, ` v, L4 ?S-5' m* [3 ^ M" P. C
If the Board of Directors does not declare a dividend, or any part thereof, on7 | ?0 N# _$ W) M
the Preferred Shares Series 19 on or before the dividend payment date for a; F$ A y! S. q9 l
particular quarter, then the entitlement of the holders of the Preferred
/ V3 B- Z; B& QShares Series 19 to receive such dividend, or to any part thereof, for such. a/ l8 O: ~" k" o
quarter will be forever extinguished.
# y- ]' |: C( JRedemption: Subject to the provisions of the Bank Act and to the prior consent of the" E) U4 c5 w; a2 ~5 E
Superintendent and to the provisions described below under the heading! E9 M7 _+ D, D* `8 r
‘‘Details of the Offering — Certain Provisions of the Preferred Shares3 _* c5 r5 u+ {6 ~- `2 A
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,3 J( e/ e$ N9 X3 F% Q8 \! Y
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all2 E l$ |) K% b @3 L* }
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
: i* `+ p0 d0 B' v, a8 ]1 d' zoption without the consent of the holder, by the payment of an amount in
! O; ~ w7 h( Z+ Q2 pcash for each such share so redeemed of (i) $25.00 together with all declared$ N1 Q3 n1 h$ t8 b, x& q
and unpaid dividends to the date fixed for redemption in the case of6 W e% I: e9 {$ Y! P
redemptions on February 25, 2019 and on February 25 every five years8 }/ _5 x2 s( l- P8 u! x+ v6 Y
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to- a5 e2 p, S3 {
the date fixed for redemption in the case of redemptions on any other date
q9 E/ v- a7 u; }7 B" Mon or after February 25, 2014.
. S2 ]) s; k! ~: ^) Q! MConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
2 ~: g, V+ A! b2 z# ]- Z4 tShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have: R' @) U9 m7 l) r% g
the right, at their option, to convert, on February 25, 2019 and on3 |0 f, F2 ^5 |9 L1 s+ o
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any, Z: I% Z5 @! i! ?
or all of their Preferred Shares Series 19 into an equal number of Preferred9 T7 \* N- a. H. b# l- r$ j# X
Shares Series 18 upon giving to the Bank written notice thereof not earlier
! E: f) R1 W9 a* h1 f3 e8 [2 q5 Othan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
. T( [2 W8 V s0 _8 R6 V15th day preceding, a Series 19 Conversion Date.5 j2 f. L( I- w8 E1 k; F
Automatic Conversion If the Bank determines, after having taken into account all shares tendered; [1 m$ \8 a3 W5 s- N, {1 f% R) ~
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares2 r- s2 V, x# l
Series 18, as the case may be, that there would be outstanding on such# {: F! P5 N7 e) s- \5 J5 P; ?
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
; ]- B0 P: b/ f# \such remaining number of Preferred Shares Series 19 will automatically be% J! _. `1 k2 `( M
converted on such Series 19 Conversion Date into an equal number of
- k/ L" m9 f, [/ s* |: rPreferred Shares Series 18. Additionally, if the Bank determines that, after
2 S& }' W% E7 ~% c" Y5 Y2 jconversion, there would be outstanding on such Series 19 Conversion Date
% d& o! f# Z* \% J9 ^less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
7 ~: `" f6 b' a2 m# xSeries 19 will be converted into Preferred Shares Series 18.# F& O/ E$ e @1 x
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares/ x8 ?9 a- Q6 K% D- a3 w
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
. {0 t# a; n- Y* ]- L- ]any meeting of the shareholders of the Bank unless and until the first time at
' B5 A2 p% A$ |4 z! B; ewhich the Board of Directors has not declared the whole dividend on the
8 {; o/ k- _( W) I5 d) E3 fPreferred Shares Series 19 in any quarter. In that event, subject as7 `$ \1 | B% p% v) R
hereinafter provided, the holders of Preferred Shares Series 19 will be( I! D( m+ F0 }, b+ {0 l
entitled to receive notice of, and to attend, meetings of shareholders at which
$ j J6 q4 p8 q' Fdirectors of the Bank are to be elected and will be entitled to one vote for0 E; u# v( C, |# W
each Preferred Share Series 19 held. The voting rights of the holders of the
" F8 x% l% `6 ePreferred Shares Series 19 will forthwith cease upon payment by the Bank of
0 w/ f6 c1 [3 h) q% z* H+ _the first dividend on the Preferred Shares Series 19 to which the holders are
# H7 A5 I, ~. C( z4 b: oentitled thereunder subsequent to the time such voting rights first arose until0 j0 E$ Z2 V) w4 k, f/ y
such time as the Bank may again fail to declare the whole dividend on the+ R6 \9 h: t' o6 [$ k1 T" |! c4 v& A
Preferred Shares Series 19 in respect of any quarter, in which event such
9 `: q$ M: y9 `voting rights will become effective again and so on from time to time.
" G5 [% B- }" {5 v( ?' I% US-6
F% ~; C7 Z" J+ f3 Q% y0 `Priority: The preferred shares of each series of the Bank will rank on a parity with5 n! F3 H1 X( v+ m, R! c L
every other series and are entitled to preference over the common shares of: o( C. o0 f2 V1 J& b1 l6 Z2 J
the Bank and over any other shares of the Bank ranking junior to the
9 o/ ]: b0 M& w' P! O- K1 r- Vpreferred shares with respect to the payment of dividends and upon any! L/ `! z2 p; j1 s
distribution of assets in the event of the liquidation, dissolution or' T) e7 A5 z3 L$ m* X
winding-up of the Bank.2 S/ \8 P) E1 h7 h9 G& C
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under7 K- R9 ?$ U& _, y+ [
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares( D* Q- }, G+ o/ L% q
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
0 E8 f$ A- _1 M% hdividends received on such shares under Part IV.1 of such Act. |
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