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发表于 2008-11-29 16:58
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下面是BMO的:
6 N: X9 Y/ i" VSUMMARY OF THE OFFERING
M; P$ { L u7 a7 |) a) oThis 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’’.
* v) [/ G$ u0 ?Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18., Z' b1 I/ [5 c5 m/ M" ?4 t
Amount: $150,000,000 (6,000,000 shares).
7 \4 t/ @) q; q0 WPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
; l6 k! u0 \- bPrincipal Characteristics of the Preferred Shares Series 18 l7 {9 j$ s: _4 Y
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed/ `* v4 k- P- A" l/ y
non-cumulative preferential cash dividends, as and when declared by the0 _6 G9 G6 C% C
Board of Directors, subject to the provisions of the Bank Act, for the initial
I: w5 q8 j& d# f/ q6 s; `- Z% Dperiod commencing on the closing date and ending on and including9 P7 I: \4 k# B8 e
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
; l! ]; F8 p! z& U9 a25th day of February, May, August and November in each year, at a rate
& }9 M) i9 \* V2 v4 O( Dequal to $0.40625 per share. The initial dividend, if declared, will be payable, y; P! n+ O Y) P/ k
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
! z7 |7 G% ]0 Tdate of December 11, 2008.
v/ X! A, N4 _9 L z% qFor each five-year period after the Initial Fixed Rate Period (each, a/ x( l7 `/ B1 a+ n; Y' h
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
7 ]/ r& u8 Y" a9 SSeries 18 will be entitled to receive fixed non-cumulative preferential cash. |$ A* K; ]1 F& o
dividends, as and when declared by the Board of Directors, subject to the
( N- _% z! e( A/ M2 A3 D1 E( pprovisions of the Bank Act, payable quarterly on the 25th day of February,
. I9 g+ S+ b6 h% H! I b; ^3 jMay, August and November in each year, in the amount per share per annum
( {) p: r) m( idetermined by multiplying the Annual Fixed Dividend Rate applicable to
9 a F) ~3 O9 s8 ~such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend# T# R6 { f* J
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
) x( I2 y, W0 M4 RBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day. `4 y6 \" d& h$ i9 v/ Y
of such Subsequent Fixed Rate Period and will be equal to the sum of the; S* }! n* y \
Government of Canada Yield on the applicable Fixed Rate Calculation Date3 G& m8 @4 }6 a) \" A% n7 f
plus 3.83%." g' m; Y% U+ p; a# W/ i- m, ~* S/ D
If the Board of Directors does not declare a dividend, or any part thereof, on9 T, s M- n+ q
the Preferred Shares Series 18 on or before the dividend payment date for a
$ D9 [$ T) T% @/ Jparticular quarter, then the entitlement of the holders of the Preferred$ Q; h7 {& l4 J: c8 n1 Q* Z' v# y
Shares Series 18 to receive such dividend, or to any part thereof, for such0 ]) |) O4 V% u$ ^( s; m
quarter will be forever extinguished.( T% w. h& j% q$ [7 i
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
- h# s% r$ k" @6 LSuperintendent and to the provisions described below under ‘‘Details of the
0 C. g3 r! D9 [0 q$ v+ w! }, l! DOffering — Certain Provisions of the Preferred Shares Series 18 as a
* f. G* o# O3 r2 W- DSeries — Restrictions on Dividends and Retirement of Shares’’, on" [5 P, F) P& G
February 25, 2014 and on February 25 every five years thereafter, on not
- c+ t |1 f7 i" l& p5 R# Y9 y8 W7 A8 hmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any: M1 R2 X# P4 W1 T' R# |. \. i
part of the then outstanding Preferred Shares Series 18, at the Bank’s option; j2 k0 }' E2 W* A1 h3 M, z
without the consent of the holder, by the payment of an amount in cash for
, [+ b( M+ u2 n3 Leach such share so redeemed of $25.00 together with all declared and unpaid# b; f7 O# T! l7 y+ R0 E. b
dividends to the date fixed for redemption.
$ ~2 X& R* i$ M: O$ _4 ]Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic! m; O6 P) b& w! n
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
/ e8 J% E. X" k) \$ `; k9 jthe right, at their option, to convert, on February 25, 2014 and on" B* |+ s, o- \5 d! f# s: \! _
S-4; N( p2 _# U* T$ e; ~# ?+ Z& I: k }
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
$ m3 F% ]" Z' C# p6 p3 R9 Yor all of their Preferred Shares Series 18 into an equal number of Preferred/ M* v: U: w% H" K* m; i J
Shares Series 19 upon giving to the Bank notice thereof not earlier than6 ~, L3 c0 D$ j% |# |8 d
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
' c' e* _3 a# d, {/ n2 R* u* Z( w) }preceding, a Series 18 Conversion Date. o! h) k# L! x+ h+ U9 ^! G
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
* }. P% P; H6 N. p% t3 T3 ~$ BProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
2 D N" x& b+ S( OSeries 19, as the case may be, that there would be outstanding on such8 t# P. l* x, j4 A% R V/ S
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18, y" H, [; B! q. J* s/ U' g
such remaining number of Preferred Shares Series 18 will automatically be
7 g8 u% T+ @! z( }5 nconverted on such Series 18 Conversion Date into an equal number of3 ~: X3 Z) K. P7 Y/ p
Preferred Shares Series 19. Additionally, if the Bank determines that, after3 j$ ], r0 {; b# `8 I. g
conversion, there would be outstanding on such Series 18 Conversion Date; D: u/ ^$ T% K0 x: c5 W
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
4 `* w+ b" j3 `- ]$ kSeries 18 will be converted into Preferred Shares Series 19.
9 _7 W- N0 Z5 t# G+ \* R. u+ cVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares1 ^9 L4 J0 E; }5 C( g
Series 18 will not be entitled as such to receive notice of, attend, or vote at,8 T4 X! m7 x) f9 x$ X
any meeting of the shareholders of the Bank unless and until the first time at
/ ^2 V; _$ z' r: S5 b8 l# zwhich the Board of Directors has not declared the whole dividend on the- ?# n1 J# k3 {- G9 K
Preferred Shares Series 18 in any quarter. In that event, subject as |# k3 W: M# j; R6 }
hereinafter provided, the holders of Preferred Shares Series 18 will be E. ?% y$ e8 O5 F
entitled to receive notice of, and to attend, meetings of shareholders at which
4 \1 A& o4 @7 Q7 X: k" e) xdirectors of the Bank are to be elected and will be entitled to one vote for) f5 ] a' G, {/ D" d
each Preferred Share Series 18 held. The voting rights of the holders of the( D" x" s7 E' ^4 i- ^/ |, {$ X
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
# W, s, k' Z5 c# r* q0 T7 [8 f( i4 p, Tthe first dividend on the Preferred Shares Series 18 to which the holders are
. W0 ]! V$ c/ f) r% |entitled thereunder subsequent to the time such voting rights first arose until
3 @5 d* a% Z: W1 N2 }: f psuch time as the Bank may again fail to declare the whole dividend on the ?: s* {& T( V, j" E1 B8 z
Preferred Shares Series 18 in respect of any quarter, in which event such
- m1 i; U3 D1 Y' O4 {' Z- c2 jvoting rights will become effective again and so on from time to time.
7 O2 @6 e: ~0 t8 Y7 N) K5 `Principal Characteristics of the Preferred Shares Series 19
5 x; }' H4 }& u" S& ~Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
! H' O* z& ~3 o% I( o5 I8 Mfloating rate non-cumulative preferential cash dividends, as and when) \; U9 k- k/ X u6 [
declared by the Board of Directors, subject to the provisions of the Bank Act,
2 U0 c+ \6 ?- e! T. h( i+ [payable quarterly on the 25th day of February, May, August and November
- c. Q$ O: i8 n/ H$ |% ~2 ^, pin each year, in the amount per share determined by multiplying the, m/ p& Q3 `! l" C
applicable Quarterly Floating Dividend Rate by $25.00.5 I4 w3 @* C% B- h' E# L
On the 30th day prior to the commencement of the initial quarterly dividend7 i1 B; E3 S3 a- R
period beginning on February 25, 2014, and on the 30th day prior to the first6 z" E# n) [) U" [1 k: u
day of each subsequent quarterly dividend period (the initial quarterly
0 N, @& l5 y& Q* {; pdividend period and each subsequent quarterly dividend period is referred to
" r2 a1 t6 p9 Pas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
' v; S3 w8 g/ l3 O' lQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
9 M* ]$ U3 J3 V. [Period. The Quarterly Floating Dividend Rate will be equal to the sum of the, G y7 Q N, Z3 k6 Q
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
% ?# v5 W* `9 b% Y; ^, h% ~! {( i. ~elapsed in the applicable Quarterly Floating Rate Period divided by 365); z5 `) T! P6 J+ _
determined on the 30th day prior to the first day of the applicable Quarterly! i& k& u6 \6 O. v2 C; \
Floating Rate Period.
_( o! B# A, k/ X O5 j( wS-5
) W. K$ L3 B0 z6 RIf the Board of Directors does not declare a dividend, or any part thereof, on# B7 s( H7 Z' M5 D# W
the Preferred Shares Series 19 on or before the dividend payment date for a+ i2 T! {+ _3 k- k b, S% N
particular quarter, then the entitlement of the holders of the Preferred, R6 e W& M8 v: s0 c6 T
Shares Series 19 to receive such dividend, or to any part thereof, for such
* e( \% I- q, H: z1 u. Aquarter will be forever extinguished./ W3 |- j3 p z# m. d
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the7 Z6 i/ i8 _! `0 m0 D& d5 I/ t
Superintendent and to the provisions described below under the heading6 c4 f3 o0 d" x
‘‘Details of the Offering — Certain Provisions of the Preferred Shares$ |% ^0 X6 m; c8 _8 H6 Z8 [
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
5 d; i% ?/ Z/ U' M* K8 M! Ton not more than 60 nor less than 30 days’ notice, the Bank may redeem all6 s ]/ N- _6 |4 S
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s5 @! g$ z& o6 \0 d
option without the consent of the holder, by the payment of an amount in
% `) \3 F& m9 k9 o9 V9 N4 ecash for each such share so redeemed of (i) $25.00 together with all declared
) o0 Z+ b2 R& land unpaid dividends to the date fixed for redemption in the case of
$ ^& d' K) M$ m- L, y' @redemptions on February 25, 2019 and on February 25 every five years
8 ~1 H7 q, q) v4 Kthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
7 j: Y8 }! N9 Uthe date fixed for redemption in the case of redemptions on any other date
: r: T0 N+ W0 p, i% xon or after February 25, 2014.! [& o( O% m9 q9 H9 V2 b
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic7 v8 X2 F$ B: L: U
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
+ E' c7 t+ r' ^( [$ m. Zthe right, at their option, to convert, on February 25, 2019 and on
+ r" z4 s4 h# U( i# R4 K3 I0 {February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
3 j! E* ^6 t; hor all of their Preferred Shares Series 19 into an equal number of Preferred
2 B, m: N0 E" p# j0 SShares Series 18 upon giving to the Bank written notice thereof not earlier/ Z7 a- \4 h0 R% }
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the" x! D! z1 n9 ~) M9 p) C
15th day preceding, a Series 19 Conversion Date.0 ^, K4 t6 ]1 f+ j
Automatic Conversion If the Bank determines, after having taken into account all shares tendered' H0 P: u0 ?7 q- F4 v! V( B
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares0 e, K* Z; K# T* ^, e+ g
Series 18, as the case may be, that there would be outstanding on such
, N" B# b, l$ N# hSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,9 q) q6 \. |1 Q1 ]/ e
such remaining number of Preferred Shares Series 19 will automatically be
" f8 Y% O8 w0 |4 T/ _" zconverted on such Series 19 Conversion Date into an equal number of. I/ B" u3 Q. J; L. w X) @; b
Preferred Shares Series 18. Additionally, if the Bank determines that, after4 d3 Z( }5 x% Z# v& }- H
conversion, there would be outstanding on such Series 19 Conversion Date, V V8 C- b# P* ^
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares! A% f6 W( n" `- b5 C& O" [: j) C, O
Series 19 will be converted into Preferred Shares Series 18.
, J1 b5 Y1 z; Z6 k( W- mVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares$ W2 |: Q6 R: q
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
- J$ m" @, \; T4 jany meeting of the shareholders of the Bank unless and until the first time at, b) a9 \ n5 q1 ^
which the Board of Directors has not declared the whole dividend on the2 P' H; W8 `# ~# }
Preferred Shares Series 19 in any quarter. In that event, subject as1 A s0 M# v" T
hereinafter provided, the holders of Preferred Shares Series 19 will be
5 B$ t* [* X6 V" R3 ?# c- Z$ {entitled to receive notice of, and to attend, meetings of shareholders at which
d% t t$ U3 V0 ]; Cdirectors of the Bank are to be elected and will be entitled to one vote for
; t( v# ~; G5 \( [% X! I. J& Beach Preferred Share Series 19 held. The voting rights of the holders of the' f- Q, ^# T1 Q; }+ _ b
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
. `. D; D B6 [6 }# zthe first dividend on the Preferred Shares Series 19 to which the holders are- p9 {, y/ i+ [
entitled thereunder subsequent to the time such voting rights first arose until) t* V3 |0 O+ u( \
such time as the Bank may again fail to declare the whole dividend on the
( b- F' k( o" B; E# a$ SPreferred Shares Series 19 in respect of any quarter, in which event such
+ B9 R) H5 Q6 k2 R" _. rvoting rights will become effective again and so on from time to time.
7 L$ k: q2 }5 [ `3 R2 D$ Z: R) ?S-6; i7 C5 @; {+ p0 @: P( S
Priority: The preferred shares of each series of the Bank will rank on a parity with1 I7 p. m: M+ G' c# p: v2 c& d
every other series and are entitled to preference over the common shares of
, x8 W6 U( {7 A9 z* ]4 Wthe Bank and over any other shares of the Bank ranking junior to the, Y6 n0 h' g: v4 P3 I7 R
preferred shares with respect to the payment of dividends and upon any
8 I& i) T1 X- L. U# v, w% [! [distribution of assets in the event of the liquidation, dissolution or* z4 }1 k: @# |$ V9 ~7 N
winding-up of the Bank.
7 p! ^" r0 W6 Z( {) o$ cTax on Preferred Share The Bank will elect, in the manner and within the time provided under2 K) f) Y ^" ?) g/ e7 |
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares8 O, g2 k/ Y! d; o0 T
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
) Y) m* v+ @2 v- W+ J: M8 {; @5 Sdividends received on such shares under Part IV.1 of such Act. |
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