 鲜花( 26)  鸡蛋( 0)
|

楼主 |
发表于 2008-11-29 16:58
|
显示全部楼层
下面是BMO的:
: ^1 T6 S A1 M2 h6 R' L/ [SUMMARY OF THE OFFERING
) z1 l! S( C$ z) {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’’.
$ K E. M+ c1 F" Q$ c' ?Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
( c- h5 \; u4 b* \# TAmount: $150,000,000 (6,000,000 shares).$ ^3 P. e; \& J0 Y
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
' `" [) X- c$ E% o" kPrincipal Characteristics of the Preferred Shares Series 18
+ \( W9 c; [" j: B/ e) Z+ @) VDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
- T( n% W) Y) J) m6 e8 g# |non-cumulative preferential cash dividends, as and when declared by the
( b" c" M0 J" ^5 Z# z7 ~Board of Directors, subject to the provisions of the Bank Act, for the initial
; M* Q: N9 W. speriod commencing on the closing date and ending on and including7 m6 i! H: a9 a, I5 l1 [8 x
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
. w' L. P1 o$ C: C25th day of February, May, August and November in each year, at a rate( X0 V) m0 ^: w
equal to $0.40625 per share. The initial dividend, if declared, will be payable& l) G1 u6 t# |8 k0 w( S+ n% U9 o# @
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing6 V8 F, P u/ e: i: j' A0 `
date of December 11, 2008.
8 d3 J; ]& z; p l! v* YFor each five-year period after the Initial Fixed Rate Period (each, a
3 q" i& l( w" B$ W. r‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
' r0 g9 W4 r% Q3 H& f$ jSeries 18 will be entitled to receive fixed non-cumulative preferential cash1 Y) [% v2 j4 s( H: Q: t
dividends, as and when declared by the Board of Directors, subject to the
) c' f/ F! y1 gprovisions of the Bank Act, payable quarterly on the 25th day of February,! c; Y' T* B1 V3 N& S; `" P9 G$ ]
May, August and November in each year, in the amount per share per annum$ O# r9 O: w+ O0 m
determined by multiplying the Annual Fixed Dividend Rate applicable to
5 v N; j7 i2 U, v) c$ nsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
" T+ [; A7 f+ K4 L9 Z' {6 fRate for the ensuing Subsequent Fixed Rate Period will be determined by the5 i9 ^* s W- V3 w
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
6 l" [$ |4 D" }of such Subsequent Fixed Rate Period and will be equal to the sum of the
; k- I( M* H/ `' F9 kGovernment of Canada Yield on the applicable Fixed Rate Calculation Date5 e$ y9 {9 N. J, A, D/ i: c
plus 3.83%.
: i: \% o8 H# @. d! ?6 EIf the Board of Directors does not declare a dividend, or any part thereof, on5 q+ \! x& R @, W2 p
the Preferred Shares Series 18 on or before the dividend payment date for a
5 P+ S4 w* m1 I! _8 Tparticular quarter, then the entitlement of the holders of the Preferred
( d3 W* _8 V. A8 n6 l) AShares Series 18 to receive such dividend, or to any part thereof, for such
% `& Z2 a. N4 u+ xquarter will be forever extinguished.. j3 K: c2 {( z, ~- E; H
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the0 n; E& q, A J1 t" `6 F% o9 [8 Z
Superintendent and to the provisions described below under ‘‘Details of the7 b5 G3 Y5 q6 f9 `; c) {, G1 T5 j" m
Offering — Certain Provisions of the Preferred Shares Series 18 as a
+ C6 b1 Z, w* D/ ]2 MSeries — Restrictions on Dividends and Retirement of Shares’’, on2 N1 N8 m8 Z, L
February 25, 2014 and on February 25 every five years thereafter, on not: T' \% L5 N$ K% w* Q1 |% [. j+ ]' d6 f
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any0 r/ B( d/ l3 b" Z1 [
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
- |: c$ g5 Y: I4 Vwithout the consent of the holder, by the payment of an amount in cash for
, n) f j# s5 k" R" e7 H( feach such share so redeemed of $25.00 together with all declared and unpaid7 L/ l7 Y0 L) e! C; r$ T% L: |7 l, l
dividends to the date fixed for redemption.
. F0 S% w4 j: |/ h5 |Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic W$ e( F" m: H
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
" ?( [7 X8 R* |3 l$ fthe right, at their option, to convert, on February 25, 2014 and on
]( Q. g6 C& BS-4
/ o2 \! ~: A6 O* ]) Y+ E6 t9 qFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
& r: `7 [& y& i) {% l! `or all of their Preferred Shares Series 18 into an equal number of Preferred
- ]! M( [9 Q% J0 aShares Series 19 upon giving to the Bank notice thereof not earlier than
8 q, d/ g* N' r) H( P2 A30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
# Q. K* i& p; y0 @& K0 `5 \* |! q1 w( ]6 qpreceding, a Series 18 Conversion Date.
) \/ Z8 L' [4 s3 m- w" e- oAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
' ^8 x$ e H" r+ S% q7 k6 p: @: tProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares8 v1 J3 T- s# r- I' ]8 r
Series 19, as the case may be, that there would be outstanding on such
* H* \0 ]" }4 |3 g4 t" y4 VSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,3 Q$ d+ |3 G2 s; l) o3 l: P
such remaining number of Preferred Shares Series 18 will automatically be$ e1 h7 S. n& j7 O7 @7 a5 t2 L
converted on such Series 18 Conversion Date into an equal number of
. k1 K( G$ e4 c& N( RPreferred Shares Series 19. Additionally, if the Bank determines that, after
) B3 M# a7 i" x$ B: d* tconversion, there would be outstanding on such Series 18 Conversion Date
6 s" f- e! ^6 D3 O2 E7 u& Bless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares, N, N5 o1 o- \. v) R( q# H, k' V: q6 Y
Series 18 will be converted into Preferred Shares Series 19.) ?$ ~' m: q+ w5 L0 m3 S
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares3 ]3 R0 T2 |" ?1 n
Series 18 will not be entitled as such to receive notice of, attend, or vote at,. T% Q% s5 j- T
any meeting of the shareholders of the Bank unless and until the first time at( O2 L9 I7 E4 D
which the Board of Directors has not declared the whole dividend on the; k3 n C0 n% M
Preferred Shares Series 18 in any quarter. In that event, subject as
" l: w. _# Y( D/ z. Whereinafter provided, the holders of Preferred Shares Series 18 will be
/ a' _8 s2 n3 i8 j# F9 `8 E$ [2 Ventitled to receive notice of, and to attend, meetings of shareholders at which
; H% {, F: V( O% X6 J+ ?/ W4 Mdirectors of the Bank are to be elected and will be entitled to one vote for
5 `; U/ U( W9 [* E3 ]" q; Meach Preferred Share Series 18 held. The voting rights of the holders of the0 F8 C) E% H. H3 s& Z3 L2 D9 j$ W
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
% c- v# }, a6 T) K" Ythe first dividend on the Preferred Shares Series 18 to which the holders are
# q! Z: Y9 n- `$ qentitled thereunder subsequent to the time such voting rights first arose until
, M. m4 O6 s- l0 }, d1 gsuch time as the Bank may again fail to declare the whole dividend on the A; N; O2 A" n# V7 R' N2 b
Preferred Shares Series 18 in respect of any quarter, in which event such
( u" ` W* r+ k+ D, D3 S7 H0 {- O. Kvoting rights will become effective again and so on from time to time." }5 `' v9 ^+ B/ z- @
Principal Characteristics of the Preferred Shares Series 19( \, z" n8 Q$ X& p2 i0 j5 Y3 s
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive3 }8 a3 T- \3 n8 Z) S
floating rate non-cumulative preferential cash dividends, as and when
* i! Q' w2 C1 }3 Z4 ^declared by the Board of Directors, subject to the provisions of the Bank Act,% X; @1 j; e0 ^. f
payable quarterly on the 25th day of February, May, August and November* b! d7 p$ A! u4 B
in each year, in the amount per share determined by multiplying the" s; u4 y! b7 s$ n0 `# n7 @1 E
applicable Quarterly Floating Dividend Rate by $25.00.9 e1 M7 k' t0 v4 f5 S
On the 30th day prior to the commencement of the initial quarterly dividend3 f' {! j. J2 z% u
period beginning on February 25, 2014, and on the 30th day prior to the first
) G2 ]- l$ s9 \+ Q: Hday of each subsequent quarterly dividend period (the initial quarterly# Q$ ]! F# ^# m( n* S8 \
dividend period and each subsequent quarterly dividend period is referred to. E5 D6 |. r0 V, _& n& e
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
* m, S- g8 M7 I3 \) o6 B5 zQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate/ S; u) E/ c0 ~- c
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the# `. G. [0 q6 [, f7 p) C) l
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
# G9 A6 }( R7 j1 i: V$ P1 nelapsed in the applicable Quarterly Floating Rate Period divided by 365)
7 t+ @% z( R$ Q- Udetermined on the 30th day prior to the first day of the applicable Quarterly
. b+ y6 i6 }/ mFloating Rate Period.
; U" l% ?3 E# f/ c! S/ E8 ~- \S-5
* y, @+ o3 c# [) i' ~0 ~1 ^If the Board of Directors does not declare a dividend, or any part thereof, on5 ?, N5 L1 p& L0 X" F' [5 x' v$ v) M' ?
the Preferred Shares Series 19 on or before the dividend payment date for a
( ?6 S# M" u. X4 k3 b# W$ tparticular quarter, then the entitlement of the holders of the Preferred
1 v7 N, h9 j% z- F9 zShares Series 19 to receive such dividend, or to any part thereof, for such
( Q7 d. U; v# Z( y' Oquarter will be forever extinguished.6 `" u" D6 z' p+ P! e% k$ Y" [
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
; S2 w i4 |) M/ p. oSuperintendent and to the provisions described below under the heading/ ~' U3 q, N7 M& q; U$ V2 w
‘‘Details of the Offering — Certain Provisions of the Preferred Shares- \0 r3 L( E; u/ F; a" g4 O$ ~6 }
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,7 F$ e+ Z* C! ?$ e, { t; G {
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all2 ^9 A* @ v7 N
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s( u6 P! ?, N/ t$ w9 V
option without the consent of the holder, by the payment of an amount in
# A9 `4 ]/ Q. Q' l kcash for each such share so redeemed of (i) $25.00 together with all declared
# [6 T3 j2 q2 ?4 f' ` H* x- o$ j. uand unpaid dividends to the date fixed for redemption in the case of' s0 p; t; }- X! Y& I* b! w" X& S# y
redemptions on February 25, 2019 and on February 25 every five years5 L+ U! I2 [5 ^" K, W
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
2 s1 v1 I2 m1 O h5 t7 T& S$ Fthe date fixed for redemption in the case of redemptions on any other date
- u$ }$ x/ H* l$ O: Y* jon or after February 25, 2014.: h8 H" y/ R( Z2 Z; u
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
7 L" b, \+ Q: ]3 i0 XShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
) ]) D- h+ H* W( D! C) v4 Z1 Mthe right, at their option, to convert, on February 25, 2019 and on6 @8 X5 z0 C! |" e, Z
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
: X+ a" R. U6 B, @8 dor all of their Preferred Shares Series 19 into an equal number of Preferred
( r' Y' P% p0 o& I+ ?. m& I" H) oShares Series 18 upon giving to the Bank written notice thereof not earlier, |& [4 h* |* w
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
* H5 U2 S6 }; ~15th day preceding, a Series 19 Conversion Date.
0 J4 W/ d( x- xAutomatic Conversion If the Bank determines, after having taken into account all shares tendered7 X$ \) O! y# n
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares. Z& o8 b1 v5 B+ y9 Y1 g4 ^
Series 18, as the case may be, that there would be outstanding on such: w5 I9 @: t( p- j/ }8 v, p4 b/ x
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,2 R! B( t' [5 v2 U
such remaining number of Preferred Shares Series 19 will automatically be
) w5 n% K+ d1 A6 vconverted on such Series 19 Conversion Date into an equal number of0 r6 y5 r& J1 g/ ~* m. V% s; @& A
Preferred Shares Series 18. Additionally, if the Bank determines that, after
4 x5 ]4 f# h$ g3 S- Pconversion, there would be outstanding on such Series 19 Conversion Date+ n" [: E- _& S4 D! E4 ?; a
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
0 |0 L, H1 d; kSeries 19 will be converted into Preferred Shares Series 18.5 W# U2 T4 t$ p& R* N5 N& }7 j
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
3 Q: _5 S9 z( X+ ASeries 19 will not be entitled as such to receive notice of, attend, or vote at,
4 x q. T" l# D% j# lany meeting of the shareholders of the Bank unless and until the first time at
# b4 I0 A9 w4 H9 x* Swhich the Board of Directors has not declared the whole dividend on the
' Z) k) K/ V( l3 d) o( UPreferred Shares Series 19 in any quarter. In that event, subject as; X3 f2 V- e Z- G# b4 |
hereinafter provided, the holders of Preferred Shares Series 19 will be
8 {0 C* v( J- r2 o; z5 s3 ventitled to receive notice of, and to attend, meetings of shareholders at which" U1 T6 i2 r& E- h- a" b' h" L
directors of the Bank are to be elected and will be entitled to one vote for
2 |% Q, H5 p, S! h, L. xeach Preferred Share Series 19 held. The voting rights of the holders of the5 m, w8 L' ^6 _' M B0 C
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of6 u7 n1 |, K- `: W
the first dividend on the Preferred Shares Series 19 to which the holders are, a! K" ]1 O9 G9 a9 n) [
entitled thereunder subsequent to the time such voting rights first arose until
! C. ^% C2 n: g0 Y4 ` R, y( isuch time as the Bank may again fail to declare the whole dividend on the8 s3 R8 W$ X. e0 i
Preferred Shares Series 19 in respect of any quarter, in which event such! y- T3 Q! N9 I/ S
voting rights will become effective again and so on from time to time.
4 Q( |+ p! @# t5 |S-6. B1 x$ ?6 R a Z
Priority: The preferred shares of each series of the Bank will rank on a parity with) d0 F4 b% {% U& X7 z6 A: U. T
every other series and are entitled to preference over the common shares of, {; H! t4 u! X4 N( z' N) e2 ]
the Bank and over any other shares of the Bank ranking junior to the( }% B8 c$ D+ N& \ M
preferred shares with respect to the payment of dividends and upon any: `% R( }3 P% E# ]
distribution of assets in the event of the liquidation, dissolution or9 Q+ f( z" z w# I9 f4 ^! R; _
winding-up of the Bank.& D6 M" q7 p8 j5 U
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
8 D) T. v# n/ z* VDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares* V" D9 W4 ^# I( j
Series 18 and Preferred Shares Series 19 will not be required to pay tax on- b! d. `3 H8 r
dividends received on such shares under Part IV.1 of such Act. |
|