 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:
$ O, Z: J3 F7 O& R) i& U! VSUMMARY OF THE OFFERING
* j. P A- Q- p# V! X( 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’’.- n$ x0 b! c7 |) W2 e( F4 Z
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.. U* a1 g$ `* [* \# F$ N
Amount: $150,000,000 (6,000,000 shares).
( [ o) ?+ M9 S9 d) IPrice and Yield: $25.00 per share to yield initially 6.50% per annum.- {% i- n3 _% @2 q' p
Principal Characteristics of the Preferred Shares Series 18
8 g3 ]6 K" @: }# w0 I& TDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed) H E$ S) P3 k/ b
non-cumulative preferential cash dividends, as and when declared by the4 y; }6 y5 y5 B: Z
Board of Directors, subject to the provisions of the Bank Act, for the initial' Y7 u" Y+ p% J( E$ m
period commencing on the closing date and ending on and including* R+ A0 A) _- A0 z1 F8 a( _
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the5 x) j. |- h+ S, m* L
25th day of February, May, August and November in each year, at a rate7 U4 r2 _' O. P ?4 b) a" D
equal to $0.40625 per share. The initial dividend, if declared, will be payable6 E( Z0 s7 `, k3 ]* D7 W# a- {" c9 L
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing, {' E% R; v/ H& K" l+ z) P9 v
date of December 11, 2008.0 E$ q' y) @5 G; C* [
For each five-year period after the Initial Fixed Rate Period (each, a8 @% ?8 Q: G5 D
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares e1 |5 h+ o# [7 o
Series 18 will be entitled to receive fixed non-cumulative preferential cash3 @- B- i- }2 c. ?8 U) f8 l% V
dividends, as and when declared by the Board of Directors, subject to the9 J& A' y7 B" d9 ]+ z" A" a1 r
provisions of the Bank Act, payable quarterly on the 25th day of February,0 {5 k/ N- [3 P! e) c
May, August and November in each year, in the amount per share per annum
% [7 G; X" q, M/ _% _- edetermined by multiplying the Annual Fixed Dividend Rate applicable to
: l: U: b6 N. q6 vsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
" z7 v+ }& e/ \) o) hRate for the ensuing Subsequent Fixed Rate Period will be determined by the
, n/ j2 y9 Z) d4 JBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day; \. P( N* d% k7 ~5 r
of such Subsequent Fixed Rate Period and will be equal to the sum of the# Q$ q0 \" y/ N2 M6 @) |
Government of Canada Yield on the applicable Fixed Rate Calculation Date
. @) v8 y w }% lplus 3.83%.
8 x6 w* W. q! Q! _+ I u1 D# AIf the Board of Directors does not declare a dividend, or any part thereof, on
3 j( ]' ^& j) m+ g- x, p8 ]the Preferred Shares Series 18 on or before the dividend payment date for a- l1 K3 M# c# h8 I/ A/ j4 |& O
particular quarter, then the entitlement of the holders of the Preferred
0 g1 R" W5 X6 b {6 s7 U0 bShares Series 18 to receive such dividend, or to any part thereof, for such
7 n! G% ~* O7 ?. \2 j5 Uquarter will be forever extinguished.) L, R$ l! m n& }, `' h
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the4 f* j" H0 {0 N: x, R- i
Superintendent and to the provisions described below under ‘‘Details of the: s7 H% R1 W1 k) T
Offering — Certain Provisions of the Preferred Shares Series 18 as a' ~; J! D( x" E* P
Series — Restrictions on Dividends and Retirement of Shares’’, on1 N c. U4 Y- n/ k
February 25, 2014 and on February 25 every five years thereafter, on not
' Y5 N- p1 _- e" o$ ^more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
& L- I$ g" C) |6 p+ U% x* r# [part of the then outstanding Preferred Shares Series 18, at the Bank’s option3 a- Y* `/ C4 u; ~
without the consent of the holder, by the payment of an amount in cash for
" t6 M3 e6 s. U9 W Neach such share so redeemed of $25.00 together with all declared and unpaid
$ r8 Q0 V5 P% Udividends to the date fixed for redemption.
2 @8 Q9 p8 B0 t) g5 HConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic6 Q& r9 n# F9 F3 o7 l
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
` z5 n9 R' A8 [* F9 w E' ithe right, at their option, to convert, on February 25, 2014 and on
/ N0 |8 b; o5 {, z1 sS-4
8 o8 r9 Q8 M& |/ y6 e4 ]! A. q' OFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any# }1 D& e, E% N, q# R- P8 X) I0 q
or all of their Preferred Shares Series 18 into an equal number of Preferred7 ? d) I; n& i+ I# {9 \1 d
Shares Series 19 upon giving to the Bank notice thereof not earlier than8 ?, R ~: O: k1 F( F! c. z1 ~2 }8 S0 h, v6 u
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day/ J. R$ K/ t# N+ \# q# ?, s" R& J
preceding, a Series 18 Conversion Date.8 q( b( ~% g0 M* Y4 \) r( L, s
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
+ D B( O" O, [Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
$ M" a' s. i2 O# z. e8 m& g: }Series 19, as the case may be, that there would be outstanding on such
; a' z. y$ i: ?Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,% C$ J3 \$ [' y2 d2 K
such remaining number of Preferred Shares Series 18 will automatically be6 ~' ?7 G4 F5 h) h* S
converted on such Series 18 Conversion Date into an equal number of5 U, n; t+ A! M1 `2 e
Preferred Shares Series 19. Additionally, if the Bank determines that, after8 g! M, w) F: j8 W) w
conversion, there would be outstanding on such Series 18 Conversion Date8 x: g# x6 v+ A; O1 k
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
5 N) z/ E0 o5 O! _! e6 E/ P% E5 ^' I% G! R* XSeries 18 will be converted into Preferred Shares Series 19. a0 m: h+ `: y0 x! \! ~& }
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares/ m; ]& C4 ?6 U6 r% Y
Series 18 will not be entitled as such to receive notice of, attend, or vote at,5 e C6 Q9 b/ P1 p) g4 r5 p3 t- R
any meeting of the shareholders of the Bank unless and until the first time at
; i, [8 {6 W3 D- J$ `7 awhich the Board of Directors has not declared the whole dividend on the
; ?3 h5 C$ l t% {$ c: D2 fPreferred Shares Series 18 in any quarter. In that event, subject as" k7 G6 e2 S, ^0 ?
hereinafter provided, the holders of Preferred Shares Series 18 will be
' H6 Y+ k0 \. B* ]& Dentitled to receive notice of, and to attend, meetings of shareholders at which8 a* ^/ m# z2 `4 L" C
directors of the Bank are to be elected and will be entitled to one vote for
t9 ^+ G7 D* B% Ueach Preferred Share Series 18 held. The voting rights of the holders of the5 n; M2 y/ ^% C# e% x# m( f* C
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
5 A4 ?9 B7 D. i; L4 K+ Y- n5 Rthe first dividend on the Preferred Shares Series 18 to which the holders are
: T0 j$ h* z8 C6 @entitled thereunder subsequent to the time such voting rights first arose until
6 r9 y) D7 q/ ~1 {% csuch time as the Bank may again fail to declare the whole dividend on the( U, L# w5 l6 l6 y9 L3 r
Preferred Shares Series 18 in respect of any quarter, in which event such
9 c( C. V V. s6 V4 xvoting rights will become effective again and so on from time to time.
2 C* e* F( ]0 u+ Q& r4 [5 xPrincipal Characteristics of the Preferred Shares Series 19
$ x% p4 [. l& |+ H" N7 CDividends: The holders of the Preferred Shares Series 19 will be entitled to receive8 \8 z0 s# n2 K
floating rate non-cumulative preferential cash dividends, as and when( d6 [9 _/ V# S5 }
declared by the Board of Directors, subject to the provisions of the Bank Act,% Y6 w0 P5 s" G; H% g6 j
payable quarterly on the 25th day of February, May, August and November
$ A( |& O- s- h5 d' Nin each year, in the amount per share determined by multiplying the$ s0 n, @. c& j( t/ L5 r9 y
applicable Quarterly Floating Dividend Rate by $25.00.
, h1 n+ I5 h) LOn the 30th day prior to the commencement of the initial quarterly dividend# S! _. F8 x+ Z2 n) ~
period beginning on February 25, 2014, and on the 30th day prior to the first
" J7 |' M7 I1 ~' B$ w' qday of each subsequent quarterly dividend period (the initial quarterly
7 S7 b7 n9 h7 d$ |, @5 z1 Ndividend period and each subsequent quarterly dividend period is referred to
) V" K$ `2 l/ G; B6 N, m* t( S/ ~as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
" [1 k; b; P3 @3 FQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
# `9 c9 F8 s+ {& k; V0 Y; S/ XPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the# V3 {% z4 K& V7 S
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
# A; y% X1 q$ U7 u- ^( a5 ]) w: _elapsed in the applicable Quarterly Floating Rate Period divided by 365)
; R! f2 b' n8 B& q* Fdetermined on the 30th day prior to the first day of the applicable Quarterly
( C2 B: `+ q, t0 H1 X8 mFloating Rate Period.
# Q) m6 T/ C" e4 ^S-5 m: C& }9 s1 h& v% g9 p' s
If the Board of Directors does not declare a dividend, or any part thereof, on& @! E8 O0 S9 @1 _9 g4 x7 k
the Preferred Shares Series 19 on or before the dividend payment date for a- Q# b, k$ O* E* R2 [" D: K' Y
particular quarter, then the entitlement of the holders of the Preferred- p( B M+ `/ E
Shares Series 19 to receive such dividend, or to any part thereof, for such I7 ~1 ?2 n8 N+ ? \9 R2 j
quarter will be forever extinguished.
6 ~# l0 y$ {8 C4 R& pRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
: [- Q0 u( @6 M! N Y1 iSuperintendent and to the provisions described below under the heading
% b8 P% w2 p4 Q& k‘‘Details of the Offering — Certain Provisions of the Preferred Shares& p9 f( |/ P* p7 G& f1 S# U0 e
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,! ?; ^7 ]7 r' E( Z" V) n! I K, {: ?
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all8 D3 E$ d4 Y. D* a: h
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
- k; H! U% f- u4 q9 Doption without the consent of the holder, by the payment of an amount in) U, d1 m/ {! r
cash for each such share so redeemed of (i) $25.00 together with all declared
" p) g8 g3 k' \4 a! v, Band unpaid dividends to the date fixed for redemption in the case of4 X3 B) m5 D/ ?5 k7 a" i" `8 b, N
redemptions on February 25, 2019 and on February 25 every five years
. S- X2 q0 G+ g2 K0 _; A* gthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
; F2 C. ^7 |# G2 d; \7 kthe date fixed for redemption in the case of redemptions on any other date
6 m7 |. V7 C& y% _6 T' eon or after February 25, 2014.
+ S% c; }9 h0 B$ g) sConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
% L; J' v! s7 f8 V- d: X n4 oShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
- P, [- d) x1 ]9 z# h. s$ P0 athe right, at their option, to convert, on February 25, 2019 and on! u6 l! Q* o; y' f) z
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
5 }: Y8 H. ^6 y& w1 x4 c' I5 Y+ {or all of their Preferred Shares Series 19 into an equal number of Preferred' N) Z$ Y4 S: K+ [
Shares Series 18 upon giving to the Bank written notice thereof not earlier
- w7 Q8 z: o; Pthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
* j! e' n: k! R0 Z' _15th day preceding, a Series 19 Conversion Date.) L0 A* q! _# G; d
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
7 n7 i w) r- i' iProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares4 u! T6 p# v0 @& d/ a+ L7 o& N
Series 18, as the case may be, that there would be outstanding on such# [& N6 Y9 U: y2 V6 B
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,( W# ]9 ]: u/ T' c* h
such remaining number of Preferred Shares Series 19 will automatically be
{' {6 `- L% Zconverted on such Series 19 Conversion Date into an equal number of7 p% ~# {! a8 r( Q* f* ]
Preferred Shares Series 18. Additionally, if the Bank determines that, after8 N6 C M0 k P, ]8 D# ]
conversion, there would be outstanding on such Series 19 Conversion Date/ r% j' ?+ b# @* w S! k
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares) f4 ~0 y5 Z. v( ~
Series 19 will be converted into Preferred Shares Series 18.5 v7 S" ?: X% w* ^- M- \) ?% t
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares; N! v) F3 T: t; n5 O* w& R
Series 19 will not be entitled as such to receive notice of, attend, or vote at, h0 y9 j* a& M
any meeting of the shareholders of the Bank unless and until the first time at1 H8 n; J* b0 K0 D3 ~
which the Board of Directors has not declared the whole dividend on the, T- g1 d6 T4 m# h, e& j
Preferred Shares Series 19 in any quarter. In that event, subject as5 C2 v1 S6 r) G R: }& P' e {" Q# y
hereinafter provided, the holders of Preferred Shares Series 19 will be
D+ D! t' \" ^( L( p- j pentitled to receive notice of, and to attend, meetings of shareholders at which$ H9 s, ], d6 {# F7 N% o
directors of the Bank are to be elected and will be entitled to one vote for# g# D+ I4 `* E6 a' ^6 y+ h
each Preferred Share Series 19 held. The voting rights of the holders of the/ q0 o7 I; e4 W4 h; z0 X
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of* v8 c% p! N1 Y
the first dividend on the Preferred Shares Series 19 to which the holders are
- S U3 J' @3 u pentitled thereunder subsequent to the time such voting rights first arose until
& E$ Y X" ~2 |) Q* L: Fsuch time as the Bank may again fail to declare the whole dividend on the
9 Z5 ?) o$ Z$ M& H+ I+ WPreferred Shares Series 19 in respect of any quarter, in which event such
9 Y! M6 `: I* u- ~9 _0 L# ovoting rights will become effective again and so on from time to time.
B+ P9 d0 H$ `7 \$ [0 {$ C1 ES-6
1 O! B' }6 N9 mPriority: The preferred shares of each series of the Bank will rank on a parity with9 ^! M) o/ d2 O# [/ r
every other series and are entitled to preference over the common shares of
8 C" u/ H) M' W3 R. Zthe Bank and over any other shares of the Bank ranking junior to the( d+ `* ?8 h' P. B d x+ Z. S
preferred shares with respect to the payment of dividends and upon any( Q! `, m& a1 l: ?% m0 N% A
distribution of assets in the event of the liquidation, dissolution or
9 _: S1 b& J/ q" f) p6 ywinding-up of the Bank.
( u' J) f+ i$ f: R& @* sTax on Preferred Share The Bank will elect, in the manner and within the time provided under z; C5 a- \$ _) @ D, g! }3 d& l3 B" M
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
1 y+ g5 m+ m) z6 `Series 18 and Preferred Shares Series 19 will not be required to pay tax on- o4 B" ^' z3 U2 ]2 [
dividends received on such shares under Part IV.1 of such Act. |
|