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发表于 2008-11-29 16:58
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下面是BMO的:
* u( P. @# ~: z aSUMMARY OF THE OFFERING) s9 A( g/ [% u" n7 ]: n# @* f! P3 P
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’’.
/ s* Q* o% @. D5 I7 n$ F$ @! F/ LIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
% D& T7 ~, r5 tAmount: $150,000,000 (6,000,000 shares).8 K3 G) H- B7 y& O! `% ^9 c. l/ L" y
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
- J6 n& l s$ G `1 B) R4 O/ f" ?Principal Characteristics of the Preferred Shares Series 18
+ Q2 f' Y4 N. B7 q7 }Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
# x6 a9 E% q7 v3 v9 enon-cumulative preferential cash dividends, as and when declared by the9 z5 N0 {+ _ J; C2 y7 b
Board of Directors, subject to the provisions of the Bank Act, for the initial
' L$ g# Y( S2 X, j/ wperiod commencing on the closing date and ending on and including
4 Y. Q1 ]/ A; J: W& MFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
; Y y+ m; V/ x l$ o d4 p8 b25th day of February, May, August and November in each year, at a rate
7 W" h6 O9 y& h# tequal to $0.40625 per share. The initial dividend, if declared, will be payable
1 a5 L4 R+ N( r+ q$ ?# wMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing# A9 h$ |- {* P# c! e7 `/ }. C
date of December 11, 2008.; e/ h/ J/ ~8 k$ C0 \/ I
For each five-year period after the Initial Fixed Rate Period (each, a
( `' V r9 c) p0 f$ i. G6 m‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
9 B. \2 c$ T- [! X- CSeries 18 will be entitled to receive fixed non-cumulative preferential cash
' |* }8 B6 w$ n) N& h2 |dividends, as and when declared by the Board of Directors, subject to the2 a1 D5 @ @% ~3 v! I7 x; ~% ^
provisions of the Bank Act, payable quarterly on the 25th day of February,
/ L: n& B/ y" n7 ~9 q- |0 f: jMay, August and November in each year, in the amount per share per annum
+ z3 `1 U$ ~6 k. q( Z; @1 Y: Edetermined by multiplying the Annual Fixed Dividend Rate applicable to% R" m+ M0 L" M9 p* A+ j) _( J
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
1 X4 Y% X4 ] ]2 V$ |Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
& @' w! J* r5 R" k/ JBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
8 f8 w! i5 {, S# d2 aof such Subsequent Fixed Rate Period and will be equal to the sum of the
; g! F1 d) v# Q. z! mGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
" ^( V. e+ j1 c+ v" kplus 3.83%.' o3 H2 U, a' ^) ]8 ]$ L& |- m& U
If the Board of Directors does not declare a dividend, or any part thereof, on! _/ I! Y. r* c( o4 s
the Preferred Shares Series 18 on or before the dividend payment date for a
+ } H0 A3 @4 q+ }+ ^particular quarter, then the entitlement of the holders of the Preferred. O/ L. ?" }/ R& F/ k7 W% r
Shares Series 18 to receive such dividend, or to any part thereof, for such" n! z. H( P6 i; _# _
quarter will be forever extinguished.& c5 p% o' [- P6 r1 L- [# {
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
; H4 u( t9 H4 x; NSuperintendent and to the provisions described below under ‘‘Details of the
7 O+ D/ F3 S0 p6 o: x' a$ }Offering — Certain Provisions of the Preferred Shares Series 18 as a" A# [3 @. }1 i
Series — Restrictions on Dividends and Retirement of Shares’’, on
- D" i7 l$ k2 N, r& h9 G5 sFebruary 25, 2014 and on February 25 every five years thereafter, on not# I- V; [1 [$ c5 h; [' q Q8 D
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
& v) s+ Y/ L! ]" `& ]0 Xpart of the then outstanding Preferred Shares Series 18, at the Bank’s option% W1 T" F# L% @4 x' _0 e& h
without the consent of the holder, by the payment of an amount in cash for
& I( ^' W& I1 d( ^/ f7 Ueach such share so redeemed of $25.00 together with all declared and unpaid
* z* g' F' }1 I E/ A/ edividends to the date fixed for redemption.
7 T8 G& B$ e ?- I2 EConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic5 s$ ]9 Y0 C9 Y$ |6 ]/ r- B
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have5 H0 W9 o& F3 Z
the right, at their option, to convert, on February 25, 2014 and on) V4 G0 R9 J5 L `3 U
S-4$ L4 c8 i4 K: I) o' x4 [8 N5 m
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
9 X7 P: n& ~4 M2 P; y3 L) @: N) C0 cor all of their Preferred Shares Series 18 into an equal number of Preferred
; I, a2 U7 s n EShares Series 19 upon giving to the Bank notice thereof not earlier than% S- c0 F2 ]* u ~$ o1 m$ E
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
! c5 [4 V" i8 |& j& | u8 @preceding, a Series 18 Conversion Date.7 p N+ ?, H6 o* s! I
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
- }7 a7 Q5 r! h& ]! e! U( P! iProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares, r+ k' U6 b' O
Series 19, as the case may be, that there would be outstanding on such& u- v. M9 X) ^- L
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18," ~+ W0 `5 e! ]( n2 l/ x
such remaining number of Preferred Shares Series 18 will automatically be$ f8 C) L( ~" {# W& W6 q3 g
converted on such Series 18 Conversion Date into an equal number of
/ Z, ^- b1 H& S' O4 BPreferred Shares Series 19. Additionally, if the Bank determines that, after2 _1 B) { m7 G9 m
conversion, there would be outstanding on such Series 18 Conversion Date0 O& k1 b5 I2 k7 Z1 \$ T0 l
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares! t, R! E# f: `1 [, O
Series 18 will be converted into Preferred Shares Series 19.
; ^5 f0 \/ j$ VVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
' w. c2 Q/ y5 rSeries 18 will not be entitled as such to receive notice of, attend, or vote at,# {+ x% Z1 q7 E2 T' P4 _: Q
any meeting of the shareholders of the Bank unless and until the first time at
6 L U/ F9 Q5 R& `which the Board of Directors has not declared the whole dividend on the' |4 P9 g5 A3 U, u O( u
Preferred Shares Series 18 in any quarter. In that event, subject as) w' W8 V: G4 w( x' \9 d+ c* b
hereinafter provided, the holders of Preferred Shares Series 18 will be
" c. v( S% z! F. Z5 c0 I% b Aentitled to receive notice of, and to attend, meetings of shareholders at which/ t/ ?" w1 {: R3 e0 d: u
directors of the Bank are to be elected and will be entitled to one vote for
! Z/ e' b, B* k9 y weach Preferred Share Series 18 held. The voting rights of the holders of the
6 C" p( D% |, K/ Z, b8 gPreferred Shares Series 18 will forthwith cease upon payment by the Bank of! @! P, n% y& x$ G! V
the first dividend on the Preferred Shares Series 18 to which the holders are
! @% c/ p* B4 [! N2 N Xentitled thereunder subsequent to the time such voting rights first arose until
# v: w0 V# v# r0 b0 }" N" J: Dsuch time as the Bank may again fail to declare the whole dividend on the I& L. M# u5 @4 i
Preferred Shares Series 18 in respect of any quarter, in which event such
; H6 ^& F, {. |; O( o; U) i1 Xvoting rights will become effective again and so on from time to time./ r. T/ A9 A! _7 Y5 Q6 G) l3 V% d
Principal Characteristics of the Preferred Shares Series 19( ^0 q5 n% E9 A7 X8 m# K0 G
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
3 m9 j5 F1 w: t, h+ k) {- tfloating rate non-cumulative preferential cash dividends, as and when; Z! A! `. y, Q* c7 |% X4 h8 w( H8 Y
declared by the Board of Directors, subject to the provisions of the Bank Act,, v7 Y$ K2 c( [! [9 ?* a: a
payable quarterly on the 25th day of February, May, August and November2 r+ e% ]+ [+ R" V8 B5 O
in each year, in the amount per share determined by multiplying the6 K6 `, X! y) `" }7 }
applicable Quarterly Floating Dividend Rate by $25.00.; h" l' n8 |2 e9 e5 H
On the 30th day prior to the commencement of the initial quarterly dividend& e9 |2 W$ j5 U
period beginning on February 25, 2014, and on the 30th day prior to the first. P4 O" y8 S% W* @9 P) g
day of each subsequent quarterly dividend period (the initial quarterly) l" z- q/ ^# w3 X3 g% d
dividend period and each subsequent quarterly dividend period is referred to* D8 }9 {6 x9 ?, \6 S
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
( E, F: N, h1 P [( f) n3 a4 DQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate7 B! B' o" K0 h* O0 N% _
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
9 r, r% M3 j8 G5 m. ], oT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
+ E: U5 K8 @. a% H% Selapsed in the applicable Quarterly Floating Rate Period divided by 365)
* j* \" `! r: `1 Q6 W% gdetermined on the 30th day prior to the first day of the applicable Quarterly
* [* _$ ]/ @( ^Floating Rate Period.5 w9 {! z( T) t% n
S-52 Q3 }+ `( K2 b2 R0 E6 M( U
If the Board of Directors does not declare a dividend, or any part thereof, on$ j# `( U/ B# l
the Preferred Shares Series 19 on or before the dividend payment date for a
0 }7 G f) l6 y9 ]particular quarter, then the entitlement of the holders of the Preferred
+ {* D: o: O8 C- t& R' U7 gShares Series 19 to receive such dividend, or to any part thereof, for such4 K$ `5 `0 E, i1 }
quarter will be forever extinguished.6 w& T0 D4 |! H. S5 c
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
: S9 {) @; ], v0 B1 Y2 j* gSuperintendent and to the provisions described below under the heading
) s2 @4 s4 h# o9 Q- e* `2 r‘‘Details of the Offering — Certain Provisions of the Preferred Shares" j/ `5 u1 j6 W
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
( H0 g6 d. k: p) Mon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
9 Q. e) O! r! V. ~' q$ \or any part of the then outstanding Preferred Shares Series 19, at the Bank’s- m& W) J1 _/ ^9 ^0 q- G& B
option without the consent of the holder, by the payment of an amount in3 I1 u2 q# u+ n
cash for each such share so redeemed of (i) $25.00 together with all declared
% B! o. p1 i) f; Tand unpaid dividends to the date fixed for redemption in the case of/ Z5 d: s7 Q0 P9 ~7 z9 H
redemptions on February 25, 2019 and on February 25 every five years( H) x0 Y% c0 l: ^% D1 Z
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
* G8 F" }0 ]2 s0 C* \* qthe date fixed for redemption in the case of redemptions on any other date' E( q! L% m$ S( n
on or after February 25, 2014.
; e4 w: D) A: @) ?Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic& y7 S2 Q( p: G9 z/ {. ?5 p
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
2 W# s8 x) m' m/ [- ?2 uthe right, at their option, to convert, on February 25, 2019 and on
1 N2 l; X/ U+ t& fFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
g- Z! `# U3 } c( Xor all of their Preferred Shares Series 19 into an equal number of Preferred
8 M* S4 R) {$ dShares Series 18 upon giving to the Bank written notice thereof not earlier
3 O4 f$ f5 j9 \" kthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
& A) y+ T6 ?! @# F15th day preceding, a Series 19 Conversion Date.! [7 C0 o. Y5 A/ }( s; \6 n }
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
1 @( S" U. P/ _, }: L$ A4 Y- z3 oProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
6 | K1 Q8 p0 X. I9 ]- f5 s( R+ p% pSeries 18, as the case may be, that there would be outstanding on such
( |$ H* j+ C6 y; y8 p$ F" CSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
3 ~0 i) i3 p$ L: C) v6 wsuch remaining number of Preferred Shares Series 19 will automatically be, h9 `' C8 F$ U: ^7 E
converted on such Series 19 Conversion Date into an equal number of
' l; L3 U1 C9 kPreferred Shares Series 18. Additionally, if the Bank determines that, after
% Y7 R) Q8 C. i7 X- Qconversion, there would be outstanding on such Series 19 Conversion Date
% _. [) s+ x( s! O) G5 b. lless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
7 }0 h" ]8 H$ ]7 M2 [+ m) |Series 19 will be converted into Preferred Shares Series 18.
1 B5 d# K( }; g) l9 | c) }Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares' r4 r& P/ |# }/ l% l, |
Series 19 will not be entitled as such to receive notice of, attend, or vote at,- D. H1 u& L9 x% H
any meeting of the shareholders of the Bank unless and until the first time at2 t& s% b! Z8 p6 S& Q4 [
which the Board of Directors has not declared the whole dividend on the
) D9 d3 y; e* O- p+ j0 I: S& O2 ]Preferred Shares Series 19 in any quarter. In that event, subject as
8 \" I, \' `+ V5 B, Vhereinafter provided, the holders of Preferred Shares Series 19 will be
0 x6 k4 _6 C+ K6 g. z8 u* w, e; jentitled to receive notice of, and to attend, meetings of shareholders at which5 b7 z) T% j, }: X
directors of the Bank are to be elected and will be entitled to one vote for
0 z& w3 ^% Z4 d: T9 E1 m8 u2 v9 ?each Preferred Share Series 19 held. The voting rights of the holders of the4 d& a7 t8 a& @$ K
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
' T# j1 o5 }! n [# Dthe first dividend on the Preferred Shares Series 19 to which the holders are
5 K5 v9 Z% t0 L: I! G: M! ^7 aentitled thereunder subsequent to the time such voting rights first arose until$ g4 T' V1 r% q4 ^
such time as the Bank may again fail to declare the whole dividend on the' R X: e" A/ {; r6 C1 R+ Q! G1 Q9 z7 j
Preferred Shares Series 19 in respect of any quarter, in which event such
* z$ e& N$ F7 R: Wvoting rights will become effective again and so on from time to time.! f9 d% F' L! g* v, T0 }6 L
S-60 L" U. M2 J, _$ t8 l
Priority: The preferred shares of each series of the Bank will rank on a parity with
+ o' R; [& H3 bevery other series and are entitled to preference over the common shares of4 Y, ]' R8 s3 f: z- i
the Bank and over any other shares of the Bank ranking junior to the, |& y7 u& n& v3 o7 J7 W; l5 U! c
preferred shares with respect to the payment of dividends and upon any
' u2 g+ R8 A' N* ^distribution of assets in the event of the liquidation, dissolution or
" C2 y7 P" i0 T9 B4 _& Ewinding-up of the Bank.7 L3 _) u# ]* E9 N& s
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
4 k T+ C% a8 k" Z# K# gDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares# P/ O2 q* I d& l: s
Series 18 and Preferred Shares Series 19 will not be required to pay tax on% `+ [% j/ V- V9 L( W( D: o( e# E
dividends received on such shares under Part IV.1 of such Act. |
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