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发表于 2008-11-29 16:58
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下面是BMO的:
* z6 p" K/ z0 ?2 k1 w: j8 cSUMMARY OF THE OFFERING8 K" W! Y/ Q4 }8 t+ p S2 `# g
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’’.# z9 q0 ~9 ~6 x) r8 ^( y
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.! t9 q6 \2 b! N/ A- q
Amount: $150,000,000 (6,000,000 shares).6 j8 j+ J+ @& \- G' ?" g0 b3 I
Price and Yield: $25.00 per share to yield initially 6.50% per annum.+ T, o& X0 m' Z/ N) ^3 |
Principal Characteristics of the Preferred Shares Series 18/ X8 H' n `0 T* t3 Y" a4 n& q
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed8 r) l8 q: C J+ d" L
non-cumulative preferential cash dividends, as and when declared by the& v8 R( |( Z! S& [) e' v
Board of Directors, subject to the provisions of the Bank Act, for the initial" g J# f7 O# {+ s( h4 Z
period commencing on the closing date and ending on and including
. y# p/ ^8 Q5 z; V0 B `$ H. t3 B0 bFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the, V0 F4 e5 b' P9 l; y9 x
25th day of February, May, August and November in each year, at a rate
% r& K9 C+ j' q6 U( ?& ^. y# Yequal to $0.40625 per share. The initial dividend, if declared, will be payable
0 f$ W/ [5 {% d$ |( lMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
( r* U. j; o. t! b1 k* Xdate of December 11, 2008.
0 W! G2 P/ ~: m! AFor each five-year period after the Initial Fixed Rate Period (each, a2 Z% T7 b: P+ l
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares8 q: X2 d! ~6 |% y4 ?! A
Series 18 will be entitled to receive fixed non-cumulative preferential cash. `! C+ F) o; i. U# b
dividends, as and when declared by the Board of Directors, subject to the. L. b& K& l5 _# f
provisions of the Bank Act, payable quarterly on the 25th day of February, m( }+ J5 O7 ?* _2 i
May, August and November in each year, in the amount per share per annum
' x( m2 _& _& D( N/ bdetermined by multiplying the Annual Fixed Dividend Rate applicable to/ K7 b+ j$ n3 `" i6 n/ t
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend; K; k9 W3 e- X* [
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the& K" P$ o* `& x" c2 b
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
" S5 H. A* n* p% i& ~# dof such Subsequent Fixed Rate Period and will be equal to the sum of the
# s6 ?( z" @; ~' K) z% v2 x2 hGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
* o5 G) H: h* J6 e4 h* Vplus 3.83%.
, p9 K9 W1 H2 a% x" |If the Board of Directors does not declare a dividend, or any part thereof, on- M' |& x& R( Y: x9 G2 g$ p
the Preferred Shares Series 18 on or before the dividend payment date for a
0 Q0 Y, F( p' C1 w6 F1 ?particular quarter, then the entitlement of the holders of the Preferred
1 b' {# J9 W* ^# q' {' P& M# WShares Series 18 to receive such dividend, or to any part thereof, for such
$ T) L7 E' H, k' |$ t- aquarter will be forever extinguished./ I# n4 x/ L: Z
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
$ y; q; v h$ \* e+ H7 \% v+ f; ?8 vSuperintendent and to the provisions described below under ‘‘Details of the
4 d! c3 s, k3 x& [. I8 NOffering — Certain Provisions of the Preferred Shares Series 18 as a
+ e5 H; x$ Z$ z2 QSeries — Restrictions on Dividends and Retirement of Shares’’, on
7 i1 M, m. d+ T. w' jFebruary 25, 2014 and on February 25 every five years thereafter, on not
+ Q+ k! b4 C- Amore than 60 nor less than 30 days’ notice, the Bank may redeem all or any; u6 T# g$ t+ O: z, e: W
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
/ {8 F. \5 e# g8 y6 Nwithout the consent of the holder, by the payment of an amount in cash for
5 e2 d) `; C1 |each such share so redeemed of $25.00 together with all declared and unpaid3 G0 ?# P7 H3 j6 l0 ]7 r D5 ~
dividends to the date fixed for redemption.
- n+ e- M" ?. o) R hConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic; O/ x+ o. `1 F2 J" E
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have" M- |6 S, |$ ?. ?' p& Z
the right, at their option, to convert, on February 25, 2014 and on- J r, c) p' Z) G d4 @3 o. I
S-45 p+ z+ F: U0 J8 }0 y' L5 ~* ~
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
: f2 i7 L y3 E1 jor all of their Preferred Shares Series 18 into an equal number of Preferred1 N: a e- K! T( X4 V& {% x
Shares Series 19 upon giving to the Bank notice thereof not earlier than5 t; E9 M2 n8 V# u T
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day! [# j; x# O* v$ ^
preceding, a Series 18 Conversion Date.( d5 t# n9 i. V. V$ q
Automatic Conversion If the Bank determines, after having taken into account all shares tendered0 d% N! t& C0 _
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
) u% Q% [- d. z" ~* G" [Series 19, as the case may be, that there would be outstanding on such$ [1 S* [# Z7 G* `6 V
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
- o: {+ a" z5 wsuch remaining number of Preferred Shares Series 18 will automatically be
5 q9 i, [8 B# M; V8 Wconverted on such Series 18 Conversion Date into an equal number of
" q0 t6 m5 a; a- H8 U) ^$ TPreferred Shares Series 19. Additionally, if the Bank determines that, after& r7 M6 j* k2 G5 d' g* D6 j1 g
conversion, there would be outstanding on such Series 18 Conversion Date
7 u; k. e1 C9 c7 g; T. Oless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
, S8 f: o% w# P- U" b5 D5 YSeries 18 will be converted into Preferred Shares Series 19.) ~" V* o0 @" b# d- B2 ^+ `6 i) V1 E
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares) f0 U& @8 h( h; g" h7 [
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
1 u. q/ T. \5 Iany meeting of the shareholders of the Bank unless and until the first time at
) D( R% Y& R- @# ~which the Board of Directors has not declared the whole dividend on the. X3 K a! @; h5 E
Preferred Shares Series 18 in any quarter. In that event, subject as6 Q, b# M& z& d+ s8 k+ x8 a. ?
hereinafter provided, the holders of Preferred Shares Series 18 will be6 I2 N. m# v9 n; q
entitled to receive notice of, and to attend, meetings of shareholders at which
+ [3 W( e, v3 F2 Udirectors of the Bank are to be elected and will be entitled to one vote for
% A: J" Z' b! m/ beach Preferred Share Series 18 held. The voting rights of the holders of the" }6 R0 Q) i; ^9 I) }- |8 v+ o
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of5 d# h3 w& i* u/ c! g" r( s: H
the first dividend on the Preferred Shares Series 18 to which the holders are( U: G t) S/ C6 n ^
entitled thereunder subsequent to the time such voting rights first arose until
2 F: d5 n( P! T; Q' k5 T, t4 G& v4 ~such time as the Bank may again fail to declare the whole dividend on the
r, M" x& ~: R+ }9 x+ yPreferred Shares Series 18 in respect of any quarter, in which event such
8 [) q/ V# @) ~5 F' E; Ivoting rights will become effective again and so on from time to time.
) [& W& a8 ~% s( d( uPrincipal Characteristics of the Preferred Shares Series 19) Q+ D# C- I6 i
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
" o. m! R. j. R) m1 ufloating rate non-cumulative preferential cash dividends, as and when
' _, W1 j$ Q+ W3 z* d4 L: Odeclared by the Board of Directors, subject to the provisions of the Bank Act,2 I5 I# i9 _! i1 Q
payable quarterly on the 25th day of February, May, August and November
* s) H3 F1 z' t+ s2 pin each year, in the amount per share determined by multiplying the
' x. K0 S7 ~3 J6 Qapplicable Quarterly Floating Dividend Rate by $25.00.
% G) F; p# \, w+ B. GOn the 30th day prior to the commencement of the initial quarterly dividend$ M! w. H% d4 m# V: L# ^2 g! k0 G
period beginning on February 25, 2014, and on the 30th day prior to the first( ]4 a) ^( u" J/ \. B
day of each subsequent quarterly dividend period (the initial quarterly. Q; J* v H$ b! \) y$ s
dividend period and each subsequent quarterly dividend period is referred to" T7 J( _& L) F3 ^* ~' s5 g6 F
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
' E4 v F" _4 Q! k/ ?Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate+ z2 B* I. N. H
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the( H- C% ^# k/ r0 Y2 p
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
6 t- V, l4 m, b* melapsed in the applicable Quarterly Floating Rate Period divided by 365)* s6 c2 R0 X1 l4 f, l4 D
determined on the 30th day prior to the first day of the applicable Quarterly& Q8 |. |' U$ z; v
Floating Rate Period.* P/ r" s$ _8 L4 C8 U. y6 ^/ e
S-5& l: {+ a5 U( c& J) u+ v
If the Board of Directors does not declare a dividend, or any part thereof, on
) |# X! t% n9 k4 l% I; Ethe Preferred Shares Series 19 on or before the dividend payment date for a
B* l$ s3 V( u0 D) C8 J9 _particular quarter, then the entitlement of the holders of the Preferred
/ |0 t, G: }! yShares Series 19 to receive such dividend, or to any part thereof, for such% ~( I4 @1 a' r( Q
quarter will be forever extinguished.( u l, j/ z) k, K2 f4 V
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
' N3 H: Z- G7 _* s+ H% y2 O8 s! FSuperintendent and to the provisions described below under the heading; V: \5 j1 y4 ~
‘‘Details of the Offering — Certain Provisions of the Preferred Shares3 r3 z1 B" m. f, x7 a* Q8 [
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,% n9 y* @/ x2 D% Y
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
6 v) N/ C% c9 P$ u9 q0 y1 ^: p" kor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
5 S* q+ L; \# E. o2 B z, Voption without the consent of the holder, by the payment of an amount in
( n7 |' t+ [2 S% c( Q' K. Ocash for each such share so redeemed of (i) $25.00 together with all declared
% g9 n$ Y1 m3 n, C; vand unpaid dividends to the date fixed for redemption in the case of
. |8 L2 X3 A- E5 s( F6 Q5 c) [redemptions on February 25, 2019 and on February 25 every five years( n0 F; e$ _6 `0 R
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to$ U T/ y- _. A. _& f
the date fixed for redemption in the case of redemptions on any other date
9 E- N X2 o- L" I9 c9 o, W' lon or after February 25, 2014.8 f( E; T7 q2 n) m3 f: O! V
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
8 i1 ~- o/ T6 @* h5 l e4 e5 kShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have& I- h+ c+ Z4 t- {' |3 y) {
the right, at their option, to convert, on February 25, 2019 and on. {* l/ u+ `- C/ L( n
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
6 o5 W! b& T2 ^2 f8 [: Lor all of their Preferred Shares Series 19 into an equal number of Preferred
0 [# i8 L2 V/ c/ x* d2 Z" }% s; gShares Series 18 upon giving to the Bank written notice thereof not earlier
+ F8 q* O+ j7 ^' vthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the2 T8 f+ w2 [. S. I
15th day preceding, a Series 19 Conversion Date.$ }% a% {+ [5 y1 q& `/ `
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
/ K# j8 o g$ @) o" QProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares& ~9 O: \& r6 \& Z
Series 18, as the case may be, that there would be outstanding on such) K2 R9 F/ r* b: U' Z% M* V6 w
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
8 T8 E- q6 _5 Hsuch remaining number of Preferred Shares Series 19 will automatically be
5 ?/ k* B. h- t% X4 nconverted on such Series 19 Conversion Date into an equal number of3 n" }: `) z' u" `
Preferred Shares Series 18. Additionally, if the Bank determines that, after3 N3 n& V. X8 U% ]! a" k
conversion, there would be outstanding on such Series 19 Conversion Date( p: r$ u* i2 |! s7 W
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares7 g! D7 t4 I* \% k8 i8 J; ^
Series 19 will be converted into Preferred Shares Series 18.
; R$ H [: n! X8 jVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
, O# |0 i, g: Y8 Q) b% t' ASeries 19 will not be entitled as such to receive notice of, attend, or vote at,
0 n, M: e* `2 k7 y3 d( nany meeting of the shareholders of the Bank unless and until the first time at
+ Q; M* {* f- S# Pwhich the Board of Directors has not declared the whole dividend on the0 F. q# X; c o# G4 N
Preferred Shares Series 19 in any quarter. In that event, subject as
/ L. T6 T- F0 X5 |& C& @# X; Ehereinafter provided, the holders of Preferred Shares Series 19 will be) v) E1 x; L* I7 G3 C0 }2 O6 i
entitled to receive notice of, and to attend, meetings of shareholders at which" [3 _* r+ l3 A2 j( d
directors of the Bank are to be elected and will be entitled to one vote for, ?! H7 ]# E. q& D1 N3 @
each Preferred Share Series 19 held. The voting rights of the holders of the! e! G* F# L6 O1 n4 t( I7 H. T* T
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of! V* }$ }+ l+ s# Z" `
the first dividend on the Preferred Shares Series 19 to which the holders are
; _5 ~# _+ \# ] I+ M+ Zentitled thereunder subsequent to the time such voting rights first arose until
, D4 I, k4 x2 ]) _" Dsuch time as the Bank may again fail to declare the whole dividend on the
+ h o& M' G5 TPreferred Shares Series 19 in respect of any quarter, in which event such9 K: m& {. N* z$ k) k* i, r
voting rights will become effective again and so on from time to time., ?; b& q" F$ |- u6 K
S-6" b( a! t! h6 {9 H; b( @5 n, H
Priority: The preferred shares of each series of the Bank will rank on a parity with
2 w* y' m" ^% `8 Mevery other series and are entitled to preference over the common shares of2 o; \; J4 j( [1 D% H% A% Y
the Bank and over any other shares of the Bank ranking junior to the* d3 i) u8 A) T: m5 ~/ P# v
preferred shares with respect to the payment of dividends and upon any
8 d& l- A; e6 h/ \4 Gdistribution of assets in the event of the liquidation, dissolution or
* C# r/ C9 f" c% r) E% ^winding-up of the Bank.! V7 A+ c3 Z* ^7 I4 }
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under7 [5 Z4 _2 j7 w$ S
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares/ G- g/ t: W# U
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
2 P: `2 n. m% {/ I# Gdividends received on such shares under Part IV.1 of such Act. |
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