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发表于 2008-11-29 16:58
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下面是BMO的:
! {& {6 Y. U4 M1 l ASUMMARY OF THE OFFERING
5 A. S T6 E1 N# g6 ~& X; pThis 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’’.
! w; h2 U5 S8 K" p! ^Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18./ j, r8 Y' y3 @* ~! H- M
Amount: $150,000,000 (6,000,000 shares).
6 Z' K0 L9 K! ] w4 l- z/ ^Price and Yield: $25.00 per share to yield initially 6.50% per annum.5 ~( k5 D b B6 w- J2 v
Principal Characteristics of the Preferred Shares Series 18
) x7 k' e" c% z, i3 @& H2 sDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
4 K6 w- X/ V; ~* ]* w8 wnon-cumulative preferential cash dividends, as and when declared by the! R4 Z" R7 w1 y ~+ b
Board of Directors, subject to the provisions of the Bank Act, for the initial
3 b' p4 w% I. x9 |& {period commencing on the closing date and ending on and including! }, l+ z2 i" r3 W- V4 W( \' l3 k
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
) M R# |0 ?9 w) c25th day of February, May, August and November in each year, at a rate$ @7 p5 Z+ k+ B: ]# f
equal to $0.40625 per share. The initial dividend, if declared, will be payable4 w1 `8 ^6 _7 g
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
, ?: B" p. U5 v9 [0 w* U, K$ Gdate of December 11, 2008.4 o, V- }6 K: W8 M5 s. C% J1 t6 V
For each five-year period after the Initial Fixed Rate Period (each, a
" o! a) a' a% f‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares8 @+ A4 n) z5 J/ a. i
Series 18 will be entitled to receive fixed non-cumulative preferential cash
# D6 h& @6 e2 F7 ]- m; L' Tdividends, as and when declared by the Board of Directors, subject to the' U0 _% D/ K4 f8 m4 _4 p
provisions of the Bank Act, payable quarterly on the 25th day of February,
- ]8 Q# e7 j9 B4 NMay, August and November in each year, in the amount per share per annum. R: F. k6 l% p# H9 Q; z) j
determined by multiplying the Annual Fixed Dividend Rate applicable to) i1 K3 |5 L$ ~7 r$ _$ D
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
7 x" W2 P- N/ V- L& n/ {Rate for the ensuing Subsequent Fixed Rate Period will be determined by the. A( M5 t# z: r) I* g2 D
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
* a. }1 _( V- {9 L" V; l6 r5 oof such Subsequent Fixed Rate Period and will be equal to the sum of the5 y1 t! m" |6 P
Government of Canada Yield on the applicable Fixed Rate Calculation Date
$ j7 C6 J% v- k+ ]- P/ a4 Bplus 3.83%.
3 \0 ?7 b' } r4 p5 ^If the Board of Directors does not declare a dividend, or any part thereof, on% r4 Q: H: }9 j9 x3 S8 Q, G
the Preferred Shares Series 18 on or before the dividend payment date for a
+ I' }8 @- }9 W; Z/ oparticular quarter, then the entitlement of the holders of the Preferred
U# q; Z; Y. \2 @Shares Series 18 to receive such dividend, or to any part thereof, for such T. V% a e7 i4 G& A% T, o
quarter will be forever extinguished.
2 f- w% Q7 x7 K8 D9 J. YRedemption: Subject to the provisions of the Bank Act and to the prior consent of the I, a2 `" |/ f5 b2 g0 C; H! S
Superintendent and to the provisions described below under ‘‘Details of the
/ @0 D/ Q+ u; U* L! z" \# K: ?Offering — Certain Provisions of the Preferred Shares Series 18 as a% |) i7 W w4 q
Series — Restrictions on Dividends and Retirement of Shares’’, on
$ H4 M0 r4 U1 \% d5 z# ?February 25, 2014 and on February 25 every five years thereafter, on not e q3 n9 Q2 F) F) F1 ]! G
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any2 ]: h% [" e) p' n( y/ J0 a
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
; ]* I8 t7 E5 M6 J5 @6 cwithout the consent of the holder, by the payment of an amount in cash for
: G/ A$ g c* k! Jeach such share so redeemed of $25.00 together with all declared and unpaid, Y" d$ ~/ N' A2 d7 c( H2 a; B& H
dividends to the date fixed for redemption.0 v: w7 d0 I) W9 U
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic/ z8 g" n: Z' d+ S6 i8 J# ~
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
. e. G* n, C M/ r# y1 I5 qthe right, at their option, to convert, on February 25, 2014 and on
. ~' g0 a/ H/ e# H- P6 t( I$ }S-4% M; `: u& C! `# {
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
3 H4 x; T3 c5 p& ~or all of their Preferred Shares Series 18 into an equal number of Preferred* R' V7 n9 X5 `* z3 W) Y: q- |
Shares Series 19 upon giving to the Bank notice thereof not earlier than9 x% O" y6 s4 x7 d- Q
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
+ \, r( j6 M' R" m" U" |9 `: Vpreceding, a Series 18 Conversion Date.
" C* M+ z/ B' W4 p9 w6 H0 EAutomatic Conversion If the Bank determines, after having taken into account all shares tendered5 J5 h1 _$ m+ ^; b" x) g( [0 @
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares( J t+ n2 q: n5 r
Series 19, as the case may be, that there would be outstanding on such
1 J- n3 o S& y0 Q: `Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
9 G X1 s3 Y/ v' S8 K% bsuch remaining number of Preferred Shares Series 18 will automatically be3 k# T5 X. S2 `2 g5 p' f
converted on such Series 18 Conversion Date into an equal number of
& E3 y8 ?) E, v9 TPreferred Shares Series 19. Additionally, if the Bank determines that, after# C1 j4 T- U3 e7 c# R g
conversion, there would be outstanding on such Series 18 Conversion Date. e2 [3 u- c! t
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
" [+ d9 A2 t0 y, j3 Y5 E' I! BSeries 18 will be converted into Preferred Shares Series 19.
! {' [+ L) ?) I1 ?1 b# IVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
* n9 a' I" @5 s$ w( eSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
* K+ S3 t4 i4 rany meeting of the shareholders of the Bank unless and until the first time at& D1 H* R9 Q9 Z0 t9 {7 {
which the Board of Directors has not declared the whole dividend on the! E! H' E, W. _
Preferred Shares Series 18 in any quarter. In that event, subject as: f+ F; |" v' e. ~6 Y0 `" p1 m
hereinafter provided, the holders of Preferred Shares Series 18 will be1 E* y0 z7 V# O# m4 |9 U) ^
entitled to receive notice of, and to attend, meetings of shareholders at which
2 d3 G; o9 w: F. m2 Edirectors of the Bank are to be elected and will be entitled to one vote for
. I3 c, v7 i+ G: n' k% Oeach Preferred Share Series 18 held. The voting rights of the holders of the
3 G e# S8 s9 X. j, t5 [$ jPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
" f. L$ f- D) r# } uthe first dividend on the Preferred Shares Series 18 to which the holders are
; D l# @) m+ l$ u) bentitled thereunder subsequent to the time such voting rights first arose until5 W$ `( Z2 x! e/ O' i
such time as the Bank may again fail to declare the whole dividend on the
; ~( x/ f! W1 m* j3 W kPreferred Shares Series 18 in respect of any quarter, in which event such
' l" ~4 m' p; t4 O8 @voting rights will become effective again and so on from time to time.& R1 g3 a0 T4 n& A1 q7 L
Principal Characteristics of the Preferred Shares Series 19
4 z1 X5 `9 O; C( oDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
( e+ @; z" \9 u2 t( q3 Yfloating rate non-cumulative preferential cash dividends, as and when% ]* k1 x# ^$ c1 ]
declared by the Board of Directors, subject to the provisions of the Bank Act,7 r2 z4 Y1 k- _' }/ ~8 A s
payable quarterly on the 25th day of February, May, August and November
3 p& D! N* @1 q. C& zin each year, in the amount per share determined by multiplying the
6 B5 g) _$ Z' L$ g* G; capplicable Quarterly Floating Dividend Rate by $25.00.$ C5 n) r, _+ ]6 U
On the 30th day prior to the commencement of the initial quarterly dividend
& |( j8 m7 B2 p" u5 Cperiod beginning on February 25, 2014, and on the 30th day prior to the first
: I1 P" i+ A0 i8 S8 Cday of each subsequent quarterly dividend period (the initial quarterly/ L: M4 w# W) L% e3 X% o
dividend period and each subsequent quarterly dividend period is referred to) Y) n* o+ `3 y, [2 b; `! f
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the6 S. @, e: x3 s# x
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate4 L. x9 Z/ G- ~& y' _6 v! h4 `
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the+ n+ O+ F" N( Z* Z6 j( N0 b
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
* P, F5 k! S. c! Pelapsed in the applicable Quarterly Floating Rate Period divided by 365)
% ?2 g5 O+ `# S, |, Hdetermined on the 30th day prior to the first day of the applicable Quarterly8 b! d+ ]/ q" a
Floating Rate Period.
% {7 R4 t' Y9 Q5 o2 y3 B }' f# E. Y: aS-52 I" q1 g, K1 B. f
If the Board of Directors does not declare a dividend, or any part thereof, on
1 _3 v& f# R v7 Othe Preferred Shares Series 19 on or before the dividend payment date for a
/ E( M2 o5 F+ k6 Z3 l7 a0 eparticular quarter, then the entitlement of the holders of the Preferred
3 @1 O X! M0 j( yShares Series 19 to receive such dividend, or to any part thereof, for such+ x4 _6 q! _+ A8 |# F
quarter will be forever extinguished.! h; w8 K* {; ^# j( Z
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
/ {8 A: X: F, {7 f g. KSuperintendent and to the provisions described below under the heading
. L& j* Q+ j! _/ B$ H‘‘Details of the Offering — Certain Provisions of the Preferred Shares$ l# p- p3 z& X( }8 A# ?
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,! B9 z5 t1 U5 g2 |
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
8 o8 F3 b' o- K) s( V) d7 Nor any part of the then outstanding Preferred Shares Series 19, at the Bank’s7 Q+ h6 j& u) s: ^- o6 F @
option without the consent of the holder, by the payment of an amount in s- [9 ]3 f3 K% |& F' u' l5 l
cash for each such share so redeemed of (i) $25.00 together with all declared
* K; R0 c5 {) x& k& gand unpaid dividends to the date fixed for redemption in the case of
P1 N! Y9 | Credemptions on February 25, 2019 and on February 25 every five years( x& X9 S+ h1 C( J& {$ x+ U: d
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to# A" b: L: ?2 t
the date fixed for redemption in the case of redemptions on any other date
1 p! S9 s: C" C* e( p$ gon or after February 25, 2014.% R. L8 d( ]* _) C2 h
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
$ }) G y3 \/ i/ H+ z4 J" f# ~, w6 aShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have* {6 a* p8 S3 Q n6 p @3 G
the right, at their option, to convert, on February 25, 2019 and on
/ O- w8 Z. `& T3 D" W. dFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
9 @) a$ k8 @6 A, ~+ u6 por all of their Preferred Shares Series 19 into an equal number of Preferred
" Y5 c" b$ I; U' ]0 J" \Shares Series 18 upon giving to the Bank written notice thereof not earlier
5 a, {" k0 K; m* b7 vthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the0 p- Q' d. n4 ?8 p! S# p' r7 g
15th day preceding, a Series 19 Conversion Date.
8 @ C8 \/ y) z# [- GAutomatic Conversion If the Bank determines, after having taken into account all shares tendered9 W9 I+ L H- W% B# t4 q
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares$ e( G- f; n/ i! F' j
Series 18, as the case may be, that there would be outstanding on such
) N8 ?9 u* ]/ I9 r9 RSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
4 _+ i+ f1 ^4 {$ y8 f' r8 |such remaining number of Preferred Shares Series 19 will automatically be3 t, k# A6 k) ^9 x \
converted on such Series 19 Conversion Date into an equal number of* }) }2 Q; N" A& U$ t
Preferred Shares Series 18. Additionally, if the Bank determines that, after. v9 e- ]' i M P/ Q% }1 E
conversion, there would be outstanding on such Series 19 Conversion Date
8 o, Q) e# [. z- Qless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
% @" E4 J" A& ^Series 19 will be converted into Preferred Shares Series 18.
' A; V$ L' C6 i2 u& zVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
4 A( Y1 z$ V: w: A) p; [# h- uSeries 19 will not be entitled as such to receive notice of, attend, or vote at,( O. ^' U* O( P9 C; d. J
any meeting of the shareholders of the Bank unless and until the first time at0 j" c# G8 r* _9 i& U* q; T# ] l
which the Board of Directors has not declared the whole dividend on the+ R" v& i( }0 k: @
Preferred Shares Series 19 in any quarter. In that event, subject as) H2 T# c# l% A f3 p
hereinafter provided, the holders of Preferred Shares Series 19 will be8 u& ^7 ?0 r0 g9 S
entitled to receive notice of, and to attend, meetings of shareholders at which6 U$ }1 F' p7 [- J; K- F8 Y! j- w
directors of the Bank are to be elected and will be entitled to one vote for& i1 R) I* u0 f) N7 ~
each Preferred Share Series 19 held. The voting rights of the holders of the; _' E2 s2 N7 M
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
( T4 g( Q4 t, S8 I( Pthe first dividend on the Preferred Shares Series 19 to which the holders are: x& w m& E4 `0 C2 _
entitled thereunder subsequent to the time such voting rights first arose until6 {, Z. H# @- P8 g! l
such time as the Bank may again fail to declare the whole dividend on the7 y3 _# W* |3 H1 i; Q. Q% z- ?: G6 `
Preferred Shares Series 19 in respect of any quarter, in which event such, `: C1 F0 Y9 D2 M4 Z2 G/ b
voting rights will become effective again and so on from time to time.
& L3 H- m* d: P0 wS-6
% L/ [5 g' H$ l: G' v: X1 pPriority: The preferred shares of each series of the Bank will rank on a parity with) R) P3 r' s# M ?2 u
every other series and are entitled to preference over the common shares of& z. Z/ W2 H! }6 O6 A# p
the Bank and over any other shares of the Bank ranking junior to the" B& Q2 c/ R: k1 d2 ~" {9 b2 C
preferred shares with respect to the payment of dividends and upon any1 g4 o6 W, U; M
distribution of assets in the event of the liquidation, dissolution or; k" j; |; H* j4 m A
winding-up of the Bank.
- f0 `* S" ~. n y# uTax on Preferred Share The Bank will elect, in the manner and within the time provided under
; m! |$ S9 e% D! G" UDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
4 q0 D0 b- j# q) ]" d, nSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
/ J3 \( q( g0 k3 y$ ^# Ndividends received on such shares under Part IV.1 of such Act. |
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