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发表于 2008-11-29 16:58
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下面是BMO的:
# I, S0 Z3 f4 Z: ~# A# J WSUMMARY OF THE OFFERING
8 y: m' J, s8 p0 B5 N9 q9 r, XThis 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’’.
0 {# g1 p1 |' A" y, Z a5 e4 MIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.; o9 _" E8 J0 {4 d" \
Amount: $150,000,000 (6,000,000 shares).
" [0 \' J' |8 H( ?' V7 W$ e% \* }Price and Yield: $25.00 per share to yield initially 6.50% per annum.
, V" ~2 A2 B4 j" v9 ]8 LPrincipal Characteristics of the Preferred Shares Series 18
8 G8 y; C; K4 ODividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed! r9 ]; x% v! \) I
non-cumulative preferential cash dividends, as and when declared by the
( V0 w1 P9 i: ]3 Z* q+ PBoard of Directors, subject to the provisions of the Bank Act, for the initial0 ]" Q; }5 q4 U
period commencing on the closing date and ending on and including( ~& _5 P, j5 R, L1 s
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
) X; q9 A: H% O# _' \% N. W" S1 a25th day of February, May, August and November in each year, at a rate9 \, T* ~/ x' l+ x( `! X8 G
equal to $0.40625 per share. The initial dividend, if declared, will be payable! {) r# t* _$ ]0 `; K+ A
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
4 d6 m% F$ Y% c8 U) c- S: B/ `date of December 11, 2008.# C3 \9 |1 S' m$ Q. O
For each five-year period after the Initial Fixed Rate Period (each, a' k- _- f8 ~: s+ z5 ]8 i+ {" Y
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
$ ]* P& J6 ?1 M* K+ g' ^6 iSeries 18 will be entitled to receive fixed non-cumulative preferential cash k. a1 v" R1 }
dividends, as and when declared by the Board of Directors, subject to the* x2 p0 q( l, O# O
provisions of the Bank Act, payable quarterly on the 25th day of February,
# i. X+ J. K7 n0 P* ], B9 n# j* tMay, August and November in each year, in the amount per share per annum5 K# y7 S: d2 w ?$ W; n
determined by multiplying the Annual Fixed Dividend Rate applicable to
: I& @, T ?! Z( F. n1 `such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
1 f" C* B" Z$ YRate for the ensuing Subsequent Fixed Rate Period will be determined by the5 i% T9 ]+ B2 D% Z; W# a/ i7 d6 R( v4 ]
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
5 m& ]3 q3 x. Y$ Z9 x$ Mof such Subsequent Fixed Rate Period and will be equal to the sum of the
) r' S5 T1 e+ g+ x9 \! TGovernment of Canada Yield on the applicable Fixed Rate Calculation Date' c1 s" m0 w J( u D/ w
plus 3.83%.
% _/ {( P7 K" i% V% t8 cIf the Board of Directors does not declare a dividend, or any part thereof, on
* Z: h2 ]+ s7 e+ Gthe Preferred Shares Series 18 on or before the dividend payment date for a
7 ~9 P2 Y4 H! W2 x; pparticular quarter, then the entitlement of the holders of the Preferred" e. h+ n H# L6 b" k
Shares Series 18 to receive such dividend, or to any part thereof, for such9 E2 j. U6 f; y; C
quarter will be forever extinguished.
/ @# x5 t, a# V8 d; QRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
: g& H2 m( O. M5 O+ U0 pSuperintendent and to the provisions described below under ‘‘Details of the! Y- y X5 F! B; f* E
Offering — Certain Provisions of the Preferred Shares Series 18 as a6 O1 [3 M$ g9 ^' M6 ~' ~, C
Series — Restrictions on Dividends and Retirement of Shares’’, on
1 D: e' ~% E' L1 d1 O; |, @( i. Q$ GFebruary 25, 2014 and on February 25 every five years thereafter, on not
9 ^) C8 d" P3 S& P, W8 d/ bmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any# \( g2 M" z/ L5 y y
part of the then outstanding Preferred Shares Series 18, at the Bank’s option2 s, h2 q1 x; t/ C
without the consent of the holder, by the payment of an amount in cash for0 h8 h% s5 [! v; @
each such share so redeemed of $25.00 together with all declared and unpaid- V2 }7 q/ d$ m( U5 d
dividends to the date fixed for redemption.2 \, Z4 i7 N! J3 T+ _" _3 ?8 s
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic \( [# X7 O1 I
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have/ i7 Z! |/ \" q+ A* t7 { H
the right, at their option, to convert, on February 25, 2014 and on; M3 p% e! F4 c$ @6 @
S-46 C% P, J, r6 N$ B7 Y N
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
& n/ x7 J8 X, @8 F |1 Zor all of their Preferred Shares Series 18 into an equal number of Preferred: o$ ~6 p/ b# |1 O, h- X
Shares Series 19 upon giving to the Bank notice thereof not earlier than
0 c6 V! \4 @+ f30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
) _0 C- p' z6 |# {: Tpreceding, a Series 18 Conversion Date.
0 ]! b9 C$ F: a* x1 D) ^1 C' zAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
/ C+ A8 r% p# DProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
2 r) _& T" B2 k% s2 ZSeries 19, as the case may be, that there would be outstanding on such4 T; P/ i# ]3 C8 g% @
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
4 N0 {9 i6 r. ?3 r D5 Q# Usuch remaining number of Preferred Shares Series 18 will automatically be. |8 C6 R9 h! ~& q/ F5 O9 y: R' [5 m" b. _4 {
converted on such Series 18 Conversion Date into an equal number of& P4 K6 F" U$ E: W2 u: v. e
Preferred Shares Series 19. Additionally, if the Bank determines that, after
: ?! I- h/ b9 d7 b+ J- fconversion, there would be outstanding on such Series 18 Conversion Date
" e& m( h- d( [! @less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
6 |& }9 d# x; T& CSeries 18 will be converted into Preferred Shares Series 19.8 O. Z) q. ?/ ~; e2 j. a% I( k
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
7 }' u6 d/ f: Y8 C" LSeries 18 will not be entitled as such to receive notice of, attend, or vote at,$ I- C/ V" A% w" t8 V
any meeting of the shareholders of the Bank unless and until the first time at! x1 y. R/ b \; i3 w! C
which the Board of Directors has not declared the whole dividend on the
7 ?9 J$ C, g1 r$ X0 }! e$ PPreferred Shares Series 18 in any quarter. In that event, subject as. A6 Z0 c6 q" c1 {( Z# T3 ~
hereinafter provided, the holders of Preferred Shares Series 18 will be' x* m3 Z7 b7 c, k
entitled to receive notice of, and to attend, meetings of shareholders at which
{+ Z0 z% ^' F% Mdirectors of the Bank are to be elected and will be entitled to one vote for# }4 x$ q, ~' x4 z1 }
each Preferred Share Series 18 held. The voting rights of the holders of the2 v2 O4 Z* `$ J! z! d
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
T0 @* i o# d* l" l* H) Q% F! t: Sthe first dividend on the Preferred Shares Series 18 to which the holders are
" G0 p$ v t# A5 q8 p( dentitled thereunder subsequent to the time such voting rights first arose until
. P# d% o2 f3 D; D0 t8 C0 S7 csuch time as the Bank may again fail to declare the whole dividend on the
0 j+ x2 t5 e4 ~% g1 aPreferred Shares Series 18 in respect of any quarter, in which event such& `$ T. x6 a$ A! |& [0 e1 B
voting rights will become effective again and so on from time to time.
2 n4 ^6 _5 y+ r: Z S T5 nPrincipal Characteristics of the Preferred Shares Series 19
9 m6 Z2 H' n' q! H. M+ o: UDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
" m0 ]0 c' A6 x/ |$ u! O9 `floating rate non-cumulative preferential cash dividends, as and when
; W, |) @0 b8 q% k1 R' ^declared by the Board of Directors, subject to the provisions of the Bank Act,7 \* u+ Q c4 c4 s' i5 `
payable quarterly on the 25th day of February, May, August and November6 t" z7 d" l$ n6 n$ {6 N. O# w
in each year, in the amount per share determined by multiplying the7 }8 T1 D- u- T. D3 M! a* f/ ?
applicable Quarterly Floating Dividend Rate by $25.00.
& Y; x0 n- Q2 M1 O( {7 i# m* WOn the 30th day prior to the commencement of the initial quarterly dividend
( `+ C9 K0 s1 |( X k% X7 mperiod beginning on February 25, 2014, and on the 30th day prior to the first" K" _6 W w7 R
day of each subsequent quarterly dividend period (the initial quarterly
# u4 |2 B7 R; A3 [dividend period and each subsequent quarterly dividend period is referred to
0 n% n4 C3 |7 I! W5 Nas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
' s% H+ G5 @. a# ]Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
2 j$ F7 }, [( G3 H' nPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the' y) r n m+ u5 \) u
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
. b: c0 ^2 e, V8 P9 Eelapsed in the applicable Quarterly Floating Rate Period divided by 365)6 ?3 v) k. P1 z s' p# z1 M3 b
determined on the 30th day prior to the first day of the applicable Quarterly
0 C* }" o/ O3 z: t0 vFloating Rate Period.
0 H# P/ U9 j: C [6 yS-5
6 S% K# |6 S' [+ tIf the Board of Directors does not declare a dividend, or any part thereof, on0 B7 f, k5 d n& T5 D
the Preferred Shares Series 19 on or before the dividend payment date for a* A) {& F# |( A& N$ j# `1 J
particular quarter, then the entitlement of the holders of the Preferred7 O7 w/ @* Q( V
Shares Series 19 to receive such dividend, or to any part thereof, for such
8 r. d1 j+ V) q$ M0 }2 {# b- uquarter will be forever extinguished.% J8 X) t8 A1 U4 Q- g
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the) Q2 h4 k6 L+ }* @
Superintendent and to the provisions described below under the heading
( N: `& o; l6 s! o6 ^( g3 L‘‘Details of the Offering — Certain Provisions of the Preferred Shares
; x; I1 f, X. ^! S. v8 ?Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
# S! J' O7 d% c; m) K; D" yon not more than 60 nor less than 30 days’ notice, the Bank may redeem all, M& ]2 }+ U2 [& u, e
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
+ w- o* ~3 r0 b# I4 ?option without the consent of the holder, by the payment of an amount in
) q4 t8 k+ \, V/ j% n8 A, icash for each such share so redeemed of (i) $25.00 together with all declared1 P$ v) ^1 L6 k
and unpaid dividends to the date fixed for redemption in the case of1 B& n4 ]9 C5 x
redemptions on February 25, 2019 and on February 25 every five years
7 x1 w1 E& V* @' P# B+ S8 i7 athereafter, or (ii) $25.50 together with all declared and unpaid dividends to' ~8 @4 C& \" C9 M2 q2 h
the date fixed for redemption in the case of redemptions on any other date# q) w3 X5 Q2 H# ^( e: L6 ^
on or after February 25, 2014.
# m/ W# ?- o8 ~% n8 HConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic7 c/ A; _* {6 i- Z$ @1 z
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have; G5 @ H0 y2 b7 l z; y
the right, at their option, to convert, on February 25, 2019 and on
5 N& y1 U3 T: [February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any+ Z' i5 R* K' N0 g; ?
or all of their Preferred Shares Series 19 into an equal number of Preferred; v# d; h$ s. t2 N. J
Shares Series 18 upon giving to the Bank written notice thereof not earlier& H) y8 q' Z2 a. D5 K$ |/ _
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the' h+ Z8 }8 \3 a6 E _& ^! R6 W
15th day preceding, a Series 19 Conversion Date.
+ O. D; o. n3 O8 nAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
! \$ s! ^( b( pProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
7 u7 e# j/ Q( s0 H, A( wSeries 18, as the case may be, that there would be outstanding on such
& ?$ c: H1 B; f( G1 n: |Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,: @6 Q* R2 m, M- z0 I* Q% w9 ~! g
such remaining number of Preferred Shares Series 19 will automatically be+ h7 k2 O& [' \3 j# k6 s: F3 Q" m
converted on such Series 19 Conversion Date into an equal number of
7 q5 Z8 Y. I$ ?, @: ~7 k2 [( HPreferred Shares Series 18. Additionally, if the Bank determines that, after: P/ P7 {& ?0 _' Y
conversion, there would be outstanding on such Series 19 Conversion Date
% F/ g" Y. R" O% @less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares8 A6 m, N7 f* j6 }% T7 o1 s
Series 19 will be converted into Preferred Shares Series 18.
i% l7 l6 p! W7 MVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares8 E$ z3 v! `4 X9 {
Series 19 will not be entitled as such to receive notice of, attend, or vote at,' F# ^( w! G' \/ G; U7 u0 n+ H, I
any meeting of the shareholders of the Bank unless and until the first time at
" }7 [& @" `# \which the Board of Directors has not declared the whole dividend on the
8 r9 P5 K6 b0 ]3 _ R- H2 HPreferred Shares Series 19 in any quarter. In that event, subject as
$ k0 ?. `& h# |" e9 m, ahereinafter provided, the holders of Preferred Shares Series 19 will be
* j" }, W2 t% k/ ?8 |entitled to receive notice of, and to attend, meetings of shareholders at which
6 S+ u( z m' T- b5 e, y ]directors of the Bank are to be elected and will be entitled to one vote for
. S# X! E8 J% x: ceach Preferred Share Series 19 held. The voting rights of the holders of the5 F N' M2 x3 P7 a" I6 |" J h" t$ `& x( @
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
- ^9 i$ {. T+ v* Othe first dividend on the Preferred Shares Series 19 to which the holders are2 P4 ^$ m3 D; r& A) t1 {; Z; _9 _& c
entitled thereunder subsequent to the time such voting rights first arose until0 A O2 ~0 B$ t: k- ^+ C
such time as the Bank may again fail to declare the whole dividend on the P" ~3 X0 E6 i# @8 y- }
Preferred Shares Series 19 in respect of any quarter, in which event such
. f: \# c" b# g+ J& v8 g xvoting rights will become effective again and so on from time to time.
$ i6 z- `6 }4 v% X5 M7 @S-60 U' U7 w9 q- l
Priority: The preferred shares of each series of the Bank will rank on a parity with
) }7 w8 K! u+ u/ O J3 M, ~7 severy other series and are entitled to preference over the common shares of' e6 G9 l& ]/ f+ e3 c, A9 R4 O" a
the Bank and over any other shares of the Bank ranking junior to the6 x* l! E2 ]: q# {0 ~. ~0 [
preferred shares with respect to the payment of dividends and upon any$ D( E9 l! Q% O2 }/ ?: D
distribution of assets in the event of the liquidation, dissolution or7 Y; t0 I) U* _5 L( k
winding-up of the Bank.
. _2 o6 Z. Y' z( ?- m( N- qTax on Preferred Share The Bank will elect, in the manner and within the time provided under
# m4 e* y; V" F o' ADividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
+ I: y) R5 P3 ^. a/ ISeries 18 and Preferred Shares Series 19 will not be required to pay tax on: S; Y5 E1 T# E. u! H9 Y
dividends received on such shares under Part IV.1 of such Act. |
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