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发表于 2008-11-29 16:58
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下面是BMO的:
' }: s7 l6 s0 F; A4 P" f ESUMMARY OF THE OFFERING
3 w, |9 j2 [$ y) I" 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’’.7 l* h/ L4 r2 a
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
7 x( b# m1 k- m8 t9 {1 [6 D1 [Amount: $150,000,000 (6,000,000 shares).
- X$ l* ]+ {$ @5 H) D3 ^8 rPrice and Yield: $25.00 per share to yield initially 6.50% per annum.. T# a0 N# h( f$ r6 o6 X1 U
Principal Characteristics of the Preferred Shares Series 18
5 f1 {8 E) H- c) D6 [5 u; h. |Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
& p! ]# `3 m9 H7 u4 b& F- \non-cumulative preferential cash dividends, as and when declared by the
0 S, J* x8 f3 g% G7 e" EBoard of Directors, subject to the provisions of the Bank Act, for the initial) t5 `( w) Z) @- |/ m
period commencing on the closing date and ending on and including. I# B4 S% o& n, e# h
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the/ @; B7 _: Y( P, T
25th day of February, May, August and November in each year, at a rate
7 k* P8 h2 C- `5 ~; ~. qequal to $0.40625 per share. The initial dividend, if declared, will be payable. k K+ J" a& B! Q0 ^3 G: u
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing, {2 O5 q7 s5 N% S% E! o: m0 S) E
date of December 11, 2008.) p0 L! h6 X1 J0 c# h
For each five-year period after the Initial Fixed Rate Period (each, a8 Y! r# r: P# k3 l. [
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
: }8 d* T& u+ A# H1 ]Series 18 will be entitled to receive fixed non-cumulative preferential cash
* L# n7 O3 U/ I8 x* J5 ydividends, as and when declared by the Board of Directors, subject to the
# j& } v5 m8 ]provisions of the Bank Act, payable quarterly on the 25th day of February,! {/ ^! j1 ]5 J. N( @5 @
May, August and November in each year, in the amount per share per annum
: Z( k3 W" M5 i: L4 @2 S; ?determined by multiplying the Annual Fixed Dividend Rate applicable to# C5 E; L: R* Q/ H1 r. z
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
" U. g1 k9 @2 k cRate for the ensuing Subsequent Fixed Rate Period will be determined by the) F. b* s1 S- e8 d2 A2 C
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
% a1 \: T: T4 D3 Jof such Subsequent Fixed Rate Period and will be equal to the sum of the
: T$ @; \0 f4 [+ d$ j& u1 r0 RGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
j) \/ E/ ~( [; k0 }7 A2 S* Hplus 3.83%.
* }5 X. Q2 W3 \1 CIf the Board of Directors does not declare a dividend, or any part thereof, on
9 e& r4 g6 B0 Xthe Preferred Shares Series 18 on or before the dividend payment date for a
$ L. Z9 o6 Z: h" Wparticular quarter, then the entitlement of the holders of the Preferred6 x X& I$ c; `( {& Y& r+ g
Shares Series 18 to receive such dividend, or to any part thereof, for such
8 z4 i, o& k+ R) Wquarter will be forever extinguished.
0 s! e8 g% k, w! Y: nRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
/ v, K8 ]9 z( ]2 T" E& J$ gSuperintendent and to the provisions described below under ‘‘Details of the: l5 w0 n; { ?5 Q) {- V2 R% ^
Offering — Certain Provisions of the Preferred Shares Series 18 as a
" m4 v6 N; K m% u' qSeries — Restrictions on Dividends and Retirement of Shares’’, on5 Y( o" y" Q9 n" s/ L, ~$ G, ~: K
February 25, 2014 and on February 25 every five years thereafter, on not
- ^5 f b2 D$ r$ N2 vmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
. K: R) P1 a" M4 j6 c$ w$ Gpart of the then outstanding Preferred Shares Series 18, at the Bank’s option3 G( `3 ]. Y% Z2 C9 ^+ }
without the consent of the holder, by the payment of an amount in cash for
3 s# @# r* o& ~# jeach such share so redeemed of $25.00 together with all declared and unpaid
5 y; M* @& t' Wdividends to the date fixed for redemption.* y9 A9 I1 F; z9 X
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
- k0 S0 w, |, R+ L1 T, A7 IShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have6 f# D6 F4 W, ~# k: z
the right, at their option, to convert, on February 25, 2014 and on
5 K( L4 N1 U; f$ kS-4' L7 @' f' E4 R
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
* X' ?6 C+ O+ }* U" }1 Ior all of their Preferred Shares Series 18 into an equal number of Preferred
8 B1 i- |9 [, X5 G' g E, V% PShares Series 19 upon giving to the Bank notice thereof not earlier than
; a1 Z/ z, h' \3 W* Q( |# [. l' M30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day7 G6 _1 d% `9 ^- ]
preceding, a Series 18 Conversion Date.
' R( t# q6 `+ t3 EAutomatic Conversion If the Bank determines, after having taken into account all shares tendered/ ^; W5 w8 N8 {3 b+ S
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
, K# m$ H1 Y" T$ A: p% _7 MSeries 19, as the case may be, that there would be outstanding on such* F& ^$ y% c f/ x
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,+ [3 L: b% a- T7 k$ l
such remaining number of Preferred Shares Series 18 will automatically be5 U6 F" C2 S' r5 `/ o
converted on such Series 18 Conversion Date into an equal number of5 `$ u: ?9 ?8 [4 d
Preferred Shares Series 19. Additionally, if the Bank determines that, after4 q8 N, ^ c, W7 F8 t( }
conversion, there would be outstanding on such Series 18 Conversion Date) |2 h% a7 E) I8 y% i8 c! L
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares. I3 N1 q5 m ]. c5 d1 @9 R
Series 18 will be converted into Preferred Shares Series 19.
; ?, j2 }' f6 I6 N8 [4 f4 A+ qVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
. F* j1 w* m4 a; e9 |$ G" L3 bSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
/ H+ ]/ S' P$ N* o2 B1 dany meeting of the shareholders of the Bank unless and until the first time at d x H7 X5 t. m
which the Board of Directors has not declared the whole dividend on the
/ G+ m9 W7 g: \. D: iPreferred Shares Series 18 in any quarter. In that event, subject as
2 ^ o6 `# g$ o( l: Y( d4 z, Ghereinafter provided, the holders of Preferred Shares Series 18 will be8 Z* F& B4 c7 ]
entitled to receive notice of, and to attend, meetings of shareholders at which' l. ?& y8 n J0 v# w
directors of the Bank are to be elected and will be entitled to one vote for
" S% S/ Z( \. W$ ceach Preferred Share Series 18 held. The voting rights of the holders of the& P5 F0 L9 X5 `6 N
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of' q& L0 Y+ W2 s
the first dividend on the Preferred Shares Series 18 to which the holders are+ c* [- O; p# a
entitled thereunder subsequent to the time such voting rights first arose until" w' o$ r5 `9 y9 D* {# x( `
such time as the Bank may again fail to declare the whole dividend on the
3 y. P" y' X0 v- Q$ ]* HPreferred Shares Series 18 in respect of any quarter, in which event such
# C8 k+ `1 A8 j1 A) P) Avoting rights will become effective again and so on from time to time.% n; Z% U$ F2 S& w; f. K5 v7 ^
Principal Characteristics of the Preferred Shares Series 193 M+ Y! Q2 b' @; z+ _1 ]# @3 f; b0 M/ h
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
$ Z* x: v2 o4 i3 K; r& vfloating rate non-cumulative preferential cash dividends, as and when3 O7 H( p3 M6 k3 a% G
declared by the Board of Directors, subject to the provisions of the Bank Act, L+ G1 [# V |! l- W
payable quarterly on the 25th day of February, May, August and November4 }% h. {3 r! |7 x/ B
in each year, in the amount per share determined by multiplying the+ m+ A5 _' a- J5 J! t1 k: \
applicable Quarterly Floating Dividend Rate by $25.00.) P5 B, c& P+ v" i, c+ y( H
On the 30th day prior to the commencement of the initial quarterly dividend
/ A* d; @8 s& a5 O* Tperiod beginning on February 25, 2014, and on the 30th day prior to the first( G1 T; R+ X9 z, j
day of each subsequent quarterly dividend period (the initial quarterly
9 D [; h# |3 a! S& K( {6 Gdividend period and each subsequent quarterly dividend period is referred to. z! P( J @7 s# q V
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the+ m1 F8 U# w% Q* C4 _9 M- o2 _& B
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
$ L& B+ e2 `% c6 }( P$ oPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
1 q, T5 i( N' m! M0 A7 f3 TT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days/ m* Q+ u, u0 @: p' i
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
4 L) _$ B) M. \) K( h5 {$ Qdetermined on the 30th day prior to the first day of the applicable Quarterly2 C) t! g" I7 v$ |
Floating Rate Period.: o9 N( t. E% I/ U! \1 ~
S-5" O* T: C& C0 o, ~
If the Board of Directors does not declare a dividend, or any part thereof, on
; }9 Q" F; M9 Zthe Preferred Shares Series 19 on or before the dividend payment date for a; r3 Y) g3 Z% U* x# s" m# N0 t
particular quarter, then the entitlement of the holders of the Preferred
* ~4 L/ l! d, r; Z2 p( XShares Series 19 to receive such dividend, or to any part thereof, for such
& A) O6 D$ O5 u0 P" R% n* bquarter will be forever extinguished.+ v9 a, V1 ]4 p! Y
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the2 c; I- a9 i7 w$ a2 P
Superintendent and to the provisions described below under the heading9 Y: o( Z! _. G0 q' F4 ?/ a
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
O! ?( A" a0 Q1 ^& E, w' W# USeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
1 [; D* K% M8 M, Z1 R3 D* Y4 don not more than 60 nor less than 30 days’ notice, the Bank may redeem all' Z1 c( I1 i) P! ~$ ]. P3 _# I
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s- } a( q4 h& \4 l$ \" G' O+ c
option without the consent of the holder, by the payment of an amount in y& T% ], ]7 ], P! z8 @! s
cash for each such share so redeemed of (i) $25.00 together with all declared
4 h& x5 l. h" g( j- \" u1 @) T$ o+ C; Pand unpaid dividends to the date fixed for redemption in the case of# a8 M1 Z: z+ a3 P4 j
redemptions on February 25, 2019 and on February 25 every five years' V& k4 p6 b1 p; }8 F( k
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to3 L; M% e7 M0 L% h: I) U
the date fixed for redemption in the case of redemptions on any other date
) y; P6 F4 Q" n$ |' H$ zon or after February 25, 2014. d' n- v5 n' w6 A |: H# E
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic; G1 C- N7 q6 _8 P9 y
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
9 \& L W, v, G% _7 U! {- s) Cthe right, at their option, to convert, on February 25, 2019 and on
) b% y- _: F4 Y2 ?0 vFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any5 T* Y( F } `( |9 Y
or all of their Preferred Shares Series 19 into an equal number of Preferred
& n9 m* M# t* d p! lShares Series 18 upon giving to the Bank written notice thereof not earlier
5 f/ b @7 N( u: ~2 q0 S& Athan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the* E$ r+ Z0 @( Z8 p6 w1 n5 Q7 Y
15th day preceding, a Series 19 Conversion Date.1 W! [/ A, x+ ~ _/ {
Automatic Conversion If the Bank determines, after having taken into account all shares tendered2 b& L+ g5 Z. r" R" i9 f6 @
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
1 b# T7 q" f9 `8 N* _$ }Series 18, as the case may be, that there would be outstanding on such: R! Z5 ]+ W; D' g3 j
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
! d2 l2 D0 c: s& P; l _such remaining number of Preferred Shares Series 19 will automatically be6 U( U. W& P |6 [$ D
converted on such Series 19 Conversion Date into an equal number of
1 U- X$ \3 I! _8 A) E T; RPreferred Shares Series 18. Additionally, if the Bank determines that, after
$ H) g4 B t* xconversion, there would be outstanding on such Series 19 Conversion Date
4 P5 X: ~: u) p1 b- s7 r4 ?. Yless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares/ X6 B5 p7 b' a' b" @
Series 19 will be converted into Preferred Shares Series 18.; w5 o* @& D, i2 c2 G
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares$ i/ ]; ?* p0 T# @$ M
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
$ }0 a% M4 o3 w8 v7 dany meeting of the shareholders of the Bank unless and until the first time at& r0 H8 m: y7 w7 ]7 t
which the Board of Directors has not declared the whole dividend on the
5 e) M# w, G6 U; U% P" ePreferred Shares Series 19 in any quarter. In that event, subject as0 ]9 o! n$ F1 ?) l9 R) m D' B* @
hereinafter provided, the holders of Preferred Shares Series 19 will be
; y' h9 y+ D9 ]( g4 Q* T3 wentitled to receive notice of, and to attend, meetings of shareholders at which; R5 ?. K# W& n& E3 g
directors of the Bank are to be elected and will be entitled to one vote for
7 @) t3 z, a% R1 A7 F, X) P, Yeach Preferred Share Series 19 held. The voting rights of the holders of the
. w w6 Y8 h ]( K; CPreferred Shares Series 19 will forthwith cease upon payment by the Bank of- C5 |! R. G N. e1 H5 }, t+ U+ U
the first dividend on the Preferred Shares Series 19 to which the holders are
5 r# |4 a H7 Y0 _entitled thereunder subsequent to the time such voting rights first arose until
; g2 q9 L9 ?( f+ k& c$ l1 J& w; P; |such time as the Bank may again fail to declare the whole dividend on the
' H" j/ Z0 f# ]2 z6 S! r5 r; WPreferred Shares Series 19 in respect of any quarter, in which event such
5 K" n6 d# [ F; B4 y2 Ovoting rights will become effective again and so on from time to time.
# q3 H" a. D1 R4 _9 b8 ]' cS-6
s4 E& f- B k; @' e4 ?& JPriority: The preferred shares of each series of the Bank will rank on a parity with
. F. V+ L' x9 R7 G' B6 ]4 X" Uevery other series and are entitled to preference over the common shares of
( F- ]" `3 L8 F! Ythe Bank and over any other shares of the Bank ranking junior to the9 `- Y4 L$ \" a9 S+ r5 w; ]; t
preferred shares with respect to the payment of dividends and upon any A! K8 g o! L' N$ N* W. t
distribution of assets in the event of the liquidation, dissolution or
0 F$ Q( U+ ^3 o" twinding-up of the Bank.
- J$ d) @# C) j% jTax on Preferred Share The Bank will elect, in the manner and within the time provided under
0 `3 G$ v- M! h/ s# N! z) YDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
$ V& ^) L( y8 g qSeries 18 and Preferred Shares Series 19 will not be required to pay tax on, V ]( K" }' H5 k9 m
dividends received on such shares under Part IV.1 of such Act. |
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