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发表于 2008-11-29 16:58
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下面是BMO的:
; t! i8 i2 E* @: G3 MSUMMARY OF THE OFFERING3 l' K: C8 |1 z) p3 `/ D
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’’.
% ~. j& x0 X! B$ {0 j0 sIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
" w/ X) H3 C- ]6 O. l+ MAmount: $150,000,000 (6,000,000 shares).
; @7 z) t8 B' h$ v7 s5 h( sPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
( e: F6 _5 s. t2 l; r& T0 zPrincipal Characteristics of the Preferred Shares Series 18
F) S/ ]0 n( u" X! UDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
7 \, w5 H5 H+ r Cnon-cumulative preferential cash dividends, as and when declared by the
' \4 g1 H) J; w* FBoard of Directors, subject to the provisions of the Bank Act, for the initial
* p" f6 L- c1 g% K8 Z" x0 z: Aperiod commencing on the closing date and ending on and including* i+ j# O7 w: U- J0 Z
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
. Y( E: G- a9 E; P7 x; A25th day of February, May, August and November in each year, at a rate
7 B' {+ U+ U; Wequal to $0.40625 per share. The initial dividend, if declared, will be payable
) x9 H* g5 G; @ DMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing+ G1 a5 h# k3 u% I( ]. ~$ d7 w
date of December 11, 2008.
9 z* R2 C6 N/ A: w" T1 y+ u, v% ]For each five-year period after the Initial Fixed Rate Period (each, a1 Y8 B( M2 F6 M3 L
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
/ a8 J1 H" k5 T; J* K$ ISeries 18 will be entitled to receive fixed non-cumulative preferential cash
4 |$ b$ q# J# V1 Wdividends, as and when declared by the Board of Directors, subject to the
3 Q O- \0 \- E) j8 ?$ ]# aprovisions of the Bank Act, payable quarterly on the 25th day of February,0 A( A9 g- v% d3 W7 R; J% @
May, August and November in each year, in the amount per share per annum/ R9 U: t1 T0 z4 H% V6 [) A, y9 ]
determined by multiplying the Annual Fixed Dividend Rate applicable to
: E% _! @4 a$ J6 e: lsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
0 Z8 ~$ [1 u; N* C+ dRate for the ensuing Subsequent Fixed Rate Period will be determined by the
1 z6 S4 a2 o& H+ x4 M( XBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day1 r- f4 Y+ ~5 h8 Q5 |: Y$ I3 q6 Q
of such Subsequent Fixed Rate Period and will be equal to the sum of the3 I8 C/ n! p2 i7 [4 U! \
Government of Canada Yield on the applicable Fixed Rate Calculation Date
V8 `# F* \9 @2 X: l. S7 d* c7 xplus 3.83%.% y2 {1 I% w0 a' ]6 O. n7 W/ z5 O
If the Board of Directors does not declare a dividend, or any part thereof, on0 }4 K8 V0 w+ p* T# ?
the Preferred Shares Series 18 on or before the dividend payment date for a* ~, Y, o/ y& O" j, O
particular quarter, then the entitlement of the holders of the Preferred( _$ \; j8 k' U$ L6 z$ I! d9 t
Shares Series 18 to receive such dividend, or to any part thereof, for such
# V4 `2 o+ Z/ z! h% u# i9 equarter will be forever extinguished.
" `4 [# Y, P! Y2 ?# b2 g3 [+ N- _Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
8 w! j4 k5 j5 W8 V1 _5 eSuperintendent and to the provisions described below under ‘‘Details of the7 }4 q# v) T/ a& h1 e. R
Offering — Certain Provisions of the Preferred Shares Series 18 as a ]7 m5 C' N+ U( Q8 n! e4 S
Series — Restrictions on Dividends and Retirement of Shares’’, on
. a4 `4 d. F$ ^" h. t1 q8 q4 IFebruary 25, 2014 and on February 25 every five years thereafter, on not/ a2 g% @7 X: d3 r! e& Q* g0 V
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any r6 {/ r( }% [; }; x
part of the then outstanding Preferred Shares Series 18, at the Bank’s option. j; ^2 Z- l" {
without the consent of the holder, by the payment of an amount in cash for# V! |) y& h, ]. O+ T
each such share so redeemed of $25.00 together with all declared and unpaid* C$ ?8 }- H# A, _8 Q: }
dividends to the date fixed for redemption.
! n' \2 L- \2 Z1 x& bConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
: H* _ C0 }3 tShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have) Q/ ?* S' b9 U4 V" K4 x
the right, at their option, to convert, on February 25, 2014 and on0 N- g; W7 C# D' J! V
S-4* q/ G2 ~" s2 I4 ?
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
4 n! G( c0 ~% j. Lor all of their Preferred Shares Series 18 into an equal number of Preferred
: M3 y8 w; m" U4 J3 oShares Series 19 upon giving to the Bank notice thereof not earlier than; q- A% P; b4 ~3 \% q0 p/ e+ M
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
* p" M( C- l7 [. @4 Hpreceding, a Series 18 Conversion Date.. {' R ^2 L [' I
Automatic Conversion If the Bank determines, after having taken into account all shares tendered2 ^* E1 A0 ^8 G
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares3 F+ m1 V! {; w1 B+ S6 |' I! p
Series 19, as the case may be, that there would be outstanding on such2 e4 ?& s% S1 c4 b( p) L# {( w- L0 l
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,5 c" u4 C3 X9 X- x+ i
such remaining number of Preferred Shares Series 18 will automatically be& @% y4 |4 ?7 x$ w& l, o& Z
converted on such Series 18 Conversion Date into an equal number of
, P/ C+ M5 d. N5 u" RPreferred Shares Series 19. Additionally, if the Bank determines that, after0 U v3 c# l5 U- [. _9 Q1 w
conversion, there would be outstanding on such Series 18 Conversion Date
! \" }$ N8 J& O: }% sless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
9 t4 G" m" p. I0 SSeries 18 will be converted into Preferred Shares Series 19.3 I3 E7 q! j1 c- A( G2 c5 ~
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
: m- d; M2 h& N3 u3 B6 FSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
+ b7 q- b# h; s9 Hany meeting of the shareholders of the Bank unless and until the first time at. b6 c* L( B- V& C7 _0 n& H
which the Board of Directors has not declared the whole dividend on the
. ]8 s) L9 T! h$ CPreferred Shares Series 18 in any quarter. In that event, subject as; ^8 [+ C+ b+ J, b
hereinafter provided, the holders of Preferred Shares Series 18 will be5 g. f/ q* I" s+ `$ w- W
entitled to receive notice of, and to attend, meetings of shareholders at which
9 W# Z$ I( M7 f* `. J" x1 c! Jdirectors of the Bank are to be elected and will be entitled to one vote for
* k% P# h. p& ieach Preferred Share Series 18 held. The voting rights of the holders of the
* {: Z3 i r) UPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
& {) n, x# K: n) Nthe first dividend on the Preferred Shares Series 18 to which the holders are7 a% Q( X, P$ a+ _( v6 f1 w
entitled thereunder subsequent to the time such voting rights first arose until
) ?5 k/ w& A+ ~such time as the Bank may again fail to declare the whole dividend on the
1 M* ?: ?8 c/ O8 ~4 J8 ?$ V4 U7 n: FPreferred Shares Series 18 in respect of any quarter, in which event such2 f4 I! I) K) P6 n$ q
voting rights will become effective again and so on from time to time.4 `/ q- A7 J- l/ |. r
Principal Characteristics of the Preferred Shares Series 19
; w8 j X3 t9 i& T6 aDividends: The holders of the Preferred Shares Series 19 will be entitled to receive8 o- g0 j# n& j1 N" M# y4 v6 A
floating rate non-cumulative preferential cash dividends, as and when: d" ]5 }) b5 Z% { _% A8 T( O p
declared by the Board of Directors, subject to the provisions of the Bank Act,
' ?# n7 p1 [0 X L% E2 \$ I Dpayable quarterly on the 25th day of February, May, August and November+ j& ]( w; X* G/ s( Q
in each year, in the amount per share determined by multiplying the
) U |: y, _- X3 f; D8 g$ Capplicable Quarterly Floating Dividend Rate by $25.00." n5 q8 L& ]( i5 t# w
On the 30th day prior to the commencement of the initial quarterly dividend# v: ^ d" n4 W' N1 ~# ^$ J
period beginning on February 25, 2014, and on the 30th day prior to the first
7 d4 Z7 \) Z+ D) N( rday of each subsequent quarterly dividend period (the initial quarterly5 l% c& ~" Q: S. P- M9 C
dividend period and each subsequent quarterly dividend period is referred to) `9 ~& ^. H. r' e- w5 R- a
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the- B$ G/ k, i \- Q; k$ |; {
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate( q6 |7 m; A2 O! d/ a+ B
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
s+ }9 B- L R4 F; zT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
! _! j/ F l# V" Kelapsed in the applicable Quarterly Floating Rate Period divided by 365)" g5 f/ x6 `' ~3 V) i
determined on the 30th day prior to the first day of the applicable Quarterly
& ^. @' \, j7 u/ u5 U; ?" `Floating Rate Period.
4 s+ T# R% n, RS-5- {2 K- _# v' C: u: b! v7 T4 x
If the Board of Directors does not declare a dividend, or any part thereof, on: e4 Q2 K1 v0 i! Y% k
the Preferred Shares Series 19 on or before the dividend payment date for a4 l( H; J6 s5 o6 [$ h6 t% i
particular quarter, then the entitlement of the holders of the Preferred
7 J5 n' X5 x8 j6 jShares Series 19 to receive such dividend, or to any part thereof, for such
/ j; f6 B& L% y G8 P9 pquarter will be forever extinguished.
; e: }6 P6 W8 H2 f+ RRedemption: Subject to the provisions of the Bank Act and to the prior consent of the; w& ?1 V4 h: q. g+ k! Z+ z
Superintendent and to the provisions described below under the heading, l+ l8 w& h& {1 t
‘‘Details of the Offering — Certain Provisions of the Preferred Shares9 Z8 v C5 F" L& U
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
/ l# ^8 F' ^2 ?4 r* Jon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
! ^6 T* r0 v3 J- X2 kor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
0 Z$ G# u) R( }, J9 N! P" joption without the consent of the holder, by the payment of an amount in
8 o J3 I) ?* S0 Q+ H. X+ t8 p9 Ucash for each such share so redeemed of (i) $25.00 together with all declared
& Q. y+ H) K$ Q% B3 `2 l# gand unpaid dividends to the date fixed for redemption in the case of
0 C2 m' F) ]8 nredemptions on February 25, 2019 and on February 25 every five years
: O6 g$ \1 ~3 C- ithereafter, or (ii) $25.50 together with all declared and unpaid dividends to6 f! R9 k+ E" j
the date fixed for redemption in the case of redemptions on any other date- G% o( R+ N3 a2 K: ]
on or after February 25, 2014.
' m" a# g) a7 U8 B% p" t1 J/ lConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
, o4 T( j; f" V/ zShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have6 Q" f) w6 [3 `
the right, at their option, to convert, on February 25, 2019 and on
- d8 Z3 \% E/ f% `% T9 \5 oFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
# L- c/ ]$ Q3 {5 D* ~or all of their Preferred Shares Series 19 into an equal number of Preferred5 @, F4 X0 [- G# [. q! k& [2 |$ g
Shares Series 18 upon giving to the Bank written notice thereof not earlier
+ M8 B; b- ^% O) z" t' C' }# e" Uthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the7 i" M: ]9 `$ }" W0 u
15th day preceding, a Series 19 Conversion Date.
' Q3 h. Q3 `$ J; q+ wAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
: J4 o& A W, r3 oProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares+ \( ~6 o9 g! l* d
Series 18, as the case may be, that there would be outstanding on such9 Y) |: J+ ]9 X1 h' O _
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
9 |4 e+ O n' A* C( s- h2 jsuch remaining number of Preferred Shares Series 19 will automatically be
V5 L! j' y3 }9 j$ t7 w; Uconverted on such Series 19 Conversion Date into an equal number of. B; P; R Y* U5 V
Preferred Shares Series 18. Additionally, if the Bank determines that, after
, s D8 Z' D# {* @conversion, there would be outstanding on such Series 19 Conversion Date% c% p; v3 b, a, Y4 x# J" ~0 Z
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares; b7 s l( i X3 o
Series 19 will be converted into Preferred Shares Series 18.) [% I& q+ G0 ]3 y, F: t: ?4 h+ q' j# x
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares( E1 |2 M/ l \9 w
Series 19 will not be entitled as such to receive notice of, attend, or vote at,4 q5 t% g+ \" b) ]" H G
any meeting of the shareholders of the Bank unless and until the first time at
: r0 H0 K' D$ u% S& l1 E) { Fwhich the Board of Directors has not declared the whole dividend on the
* A" X5 v$ K2 p7 ePreferred Shares Series 19 in any quarter. In that event, subject as% X7 U7 q4 A4 [+ j( j# {6 i
hereinafter provided, the holders of Preferred Shares Series 19 will be& W6 O i% }" d" M# f. Y9 y$ U* F
entitled to receive notice of, and to attend, meetings of shareholders at which% n' O6 d" K4 S! |! f( U
directors of the Bank are to be elected and will be entitled to one vote for
3 q q! \# E; G+ ~, v' Teach Preferred Share Series 19 held. The voting rights of the holders of the
: c( ^; I: v6 h! Y# gPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
+ @- l# @& K, A( t. }4 Uthe first dividend on the Preferred Shares Series 19 to which the holders are
4 _. ?3 r- r3 ]8 p5 R9 x! Oentitled thereunder subsequent to the time such voting rights first arose until& P' W2 S* r$ r$ z
such time as the Bank may again fail to declare the whole dividend on the
6 m- Q6 S6 i6 O! tPreferred Shares Series 19 in respect of any quarter, in which event such
; C: U/ n( B5 `$ j7 mvoting rights will become effective again and so on from time to time.) H9 W1 N7 M' J* _/ l. `- f
S-6
8 n: `2 E, ~8 t9 @, uPriority: The preferred shares of each series of the Bank will rank on a parity with9 p6 V/ D. j) N7 Z
every other series and are entitled to preference over the common shares of
* E1 \! v# C# z4 @! K* Ithe Bank and over any other shares of the Bank ranking junior to the2 v: o, X5 h9 z4 l& f2 E
preferred shares with respect to the payment of dividends and upon any5 _, |/ t! s! h
distribution of assets in the event of the liquidation, dissolution or
3 W5 U+ [; T0 u+ pwinding-up of the Bank.
- _5 k g+ b- e( N$ G i2 tTax on Preferred Share The Bank will elect, in the manner and within the time provided under8 D$ I: m/ S8 Y. T6 `; r
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
, D6 {( G/ C- u* DSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
( G' Q: K' s' Y" Mdividends received on such shares under Part IV.1 of such Act. |
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