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发表于 2008-11-29 16:58
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下面是BMO的:
0 ? D+ Q/ q+ C% u1 j9 ^' N% PSUMMARY OF THE OFFERING
& ~# H9 K! a ^4 N7 W# RThis 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’’.
5 [2 }# j' X3 n, k$ pIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
2 P. w; l7 j: Y5 C2 R( a- j7 i* nAmount: $150,000,000 (6,000,000 shares).: n) D$ b L) n+ l
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
9 a4 _7 U- k9 J6 o# u8 RPrincipal Characteristics of the Preferred Shares Series 18
$ W& c- e2 |" v( K9 P* `# RDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed' Y" L! L& x# }$ m
non-cumulative preferential cash dividends, as and when declared by the
7 W) O+ Y- H9 N# S2 yBoard of Directors, subject to the provisions of the Bank Act, for the initial( }" @$ p" y6 _" o: v4 x
period commencing on the closing date and ending on and including
: \# l. G: L8 V; D7 I. jFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the5 {6 I+ L& U/ ~! U9 s1 g( p
25th day of February, May, August and November in each year, at a rate
* ?) l$ @: j6 \8 q1 o1 Pequal to $0.40625 per share. The initial dividend, if declared, will be payable
+ l5 h4 h: P$ s) G; xMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
* c- k9 V# X E; k* C- {+ [( w: J; gdate of December 11, 2008.+ ]: a8 Z8 W2 Q! m6 G8 r+ D
For each five-year period after the Initial Fixed Rate Period (each, a
! I& L/ U5 u; ^( P$ F‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
0 |8 }7 x; R: A% V( OSeries 18 will be entitled to receive fixed non-cumulative preferential cash
- a8 R2 @& D$ M2 Idividends, as and when declared by the Board of Directors, subject to the8 N0 W, I# c' c2 _; l! y
provisions of the Bank Act, payable quarterly on the 25th day of February,+ h8 l3 J! b& x) i
May, August and November in each year, in the amount per share per annum& B/ c1 ]( D( E# d
determined by multiplying the Annual Fixed Dividend Rate applicable to% ~% z" @, T* Z3 m @- o/ f/ E
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
3 l3 q- B2 R+ Z: o4 f% kRate for the ensuing Subsequent Fixed Rate Period will be determined by the
$ U/ O8 u$ V# S# }: r kBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day3 O p% l2 T6 L7 A) ], h) _
of such Subsequent Fixed Rate Period and will be equal to the sum of the
6 I+ h6 V- w" G' v6 I- FGovernment of Canada Yield on the applicable Fixed Rate Calculation Date3 B' O; l ?$ q" t
plus 3.83%.6 Q) e2 v( H/ z5 _8 l* g
If the Board of Directors does not declare a dividend, or any part thereof, on
8 B. t* N# j0 x; P3 Tthe Preferred Shares Series 18 on or before the dividend payment date for a8 [9 Q; d% _* b
particular quarter, then the entitlement of the holders of the Preferred
0 `- v) l, y O; mShares Series 18 to receive such dividend, or to any part thereof, for such
1 B1 G# O& I8 z$ xquarter will be forever extinguished.
& |9 M1 a1 C1 v3 W) v# g3 qRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
9 l, d/ l- G' B% Z3 cSuperintendent and to the provisions described below under ‘‘Details of the' a+ t) p8 {, `6 w" T' e/ L
Offering — Certain Provisions of the Preferred Shares Series 18 as a
9 [0 F5 l o/ c: Y, ESeries — Restrictions on Dividends and Retirement of Shares’’, on
( ~' m5 i1 {9 J0 zFebruary 25, 2014 and on February 25 every five years thereafter, on not* p. _0 x9 {" c" p: o0 I" q. ^
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
4 ?/ L- K* M- p, U. xpart of the then outstanding Preferred Shares Series 18, at the Bank’s option& K3 Z7 f' Y) W; C* j! R/ O6 B
without the consent of the holder, by the payment of an amount in cash for9 j$ ~; S) B2 [4 O3 W c
each such share so redeemed of $25.00 together with all declared and unpaid0 n, ^$ K& E) X) q8 Y8 `
dividends to the date fixed for redemption.* o1 t; k- m- a' H, A5 q. s( w! q
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
2 w- A2 I; Y2 N, g9 `; F9 QShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have! L$ C3 p6 \1 D& [0 u
the right, at their option, to convert, on February 25, 2014 and on0 T L3 l, I, x" {' g7 n/ a
S-4
; ~; ]7 q6 C8 ^/ h) Y$ LFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any2 _) w- H$ Z, ] R
or all of their Preferred Shares Series 18 into an equal number of Preferred
4 w- V5 u: J0 _; oShares Series 19 upon giving to the Bank notice thereof not earlier than
) s' \3 }' ^- ?; @0 e( y30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day7 @" _/ y1 _+ i. m8 p) ^/ k- M
preceding, a Series 18 Conversion Date.
+ y2 [$ z0 ]; s/ w/ D+ `( R# b: n& `Automatic Conversion If the Bank determines, after having taken into account all shares tendered
) ~% V' L& [0 x4 f$ rProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
h& K5 W, }2 SSeries 19, as the case may be, that there would be outstanding on such
8 w! a' H* v& [3 H* L( I. t9 n+ W2 e* VSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,* J, P& K5 u+ M& C2 S( v5 g9 |
such remaining number of Preferred Shares Series 18 will automatically be
$ X: o$ {0 D/ T* S7 u: uconverted on such Series 18 Conversion Date into an equal number of
$ p- @ E) P2 q4 EPreferred Shares Series 19. Additionally, if the Bank determines that, after0 ^2 L9 g! Y+ E1 F
conversion, there would be outstanding on such Series 18 Conversion Date9 ]# z' L* |& i
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares* \ Z( V6 q0 R0 F1 j
Series 18 will be converted into Preferred Shares Series 19.5 r, B2 O" E6 M/ i
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
" f; e) V& w5 w$ XSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
+ a3 K# ] x2 O! b! sany meeting of the shareholders of the Bank unless and until the first time at" I' F6 h, {/ Y; R1 `+ l7 ?+ J: S
which the Board of Directors has not declared the whole dividend on the5 I, |& d) k' ]
Preferred Shares Series 18 in any quarter. In that event, subject as
. x* L- c( b; V* B( whereinafter provided, the holders of Preferred Shares Series 18 will be
4 @* k! s& G8 _% P3 hentitled to receive notice of, and to attend, meetings of shareholders at which
! O7 D0 U! M; I Ndirectors of the Bank are to be elected and will be entitled to one vote for
/ z! G+ Y+ c; O1 r+ B( Meach Preferred Share Series 18 held. The voting rights of the holders of the0 y2 t5 d/ f1 x7 {$ ?; v
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
3 J/ c# N0 W, X3 J9 Mthe first dividend on the Preferred Shares Series 18 to which the holders are- b9 @& j% B8 k+ v3 ~# @# M
entitled thereunder subsequent to the time such voting rights first arose until% P( N$ C9 g, w3 ?. X
such time as the Bank may again fail to declare the whole dividend on the
' h/ z- ^7 a$ XPreferred Shares Series 18 in respect of any quarter, in which event such* `6 E0 P& w6 S" j1 X1 M
voting rights will become effective again and so on from time to time. {$ K- X/ s, \( `5 e2 N
Principal Characteristics of the Preferred Shares Series 19
' d4 w2 u0 {# M+ Q3 y/ S: r% e LDividends: The holders of the Preferred Shares Series 19 will be entitled to receive. N1 x! K( @4 X; A2 H( n
floating rate non-cumulative preferential cash dividends, as and when
y( Z: v/ t; M+ H9 Cdeclared by the Board of Directors, subject to the provisions of the Bank Act,# M' Y$ K$ c+ E0 a; N9 H
payable quarterly on the 25th day of February, May, August and November# Q& p2 b3 b) h9 ^( ~' P; j
in each year, in the amount per share determined by multiplying the1 ?7 T9 Y" t; `' |. n7 S; u b
applicable Quarterly Floating Dividend Rate by $25.00.
6 ~" m4 y9 Y7 c# ^9 m7 u0 lOn the 30th day prior to the commencement of the initial quarterly dividend
c% Z' S4 p8 P Y3 fperiod beginning on February 25, 2014, and on the 30th day prior to the first
- c$ K1 g5 \" _* iday of each subsequent quarterly dividend period (the initial quarterly
6 e$ Y j% Q8 c: j9 Q+ ddividend period and each subsequent quarterly dividend period is referred to
2 {" m, z: G4 ?0 }as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the4 b- B8 a3 B. N
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
) I1 y4 I- n6 `3 c3 h' a7 MPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the+ N V, |% W* |, {1 @( D7 A
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
& P# I( A; F6 {7 z3 s Velapsed in the applicable Quarterly Floating Rate Period divided by 365)2 b% C I1 {$ }; J' R' H! P$ D; U
determined on the 30th day prior to the first day of the applicable Quarterly6 Q$ a, j* [+ Y8 l) L
Floating Rate Period." J3 e) p6 I1 Q1 Q2 ^ t
S-5& D" v* K$ L. S9 X9 [
If the Board of Directors does not declare a dividend, or any part thereof, on
1 }) g2 F& A) ?/ U# kthe Preferred Shares Series 19 on or before the dividend payment date for a
. O z7 m: s: f4 T% ?9 W9 Gparticular quarter, then the entitlement of the holders of the Preferred
6 |3 q1 [" ~0 O: q! |Shares Series 19 to receive such dividend, or to any part thereof, for such- r6 s* W; T+ _' g2 j7 `7 `& n" P4 N
quarter will be forever extinguished.2 k; a& Q/ v9 E! {( x, s. r
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the0 F- [8 y1 M/ f0 e) N
Superintendent and to the provisions described below under the heading9 Z) H5 r6 D, ]7 ?5 t2 R% E
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
7 |$ B3 b" a& k4 y0 mSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
/ ~# h* C l. Y( z9 F3 K ~on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
6 m9 Z1 e1 A( @" s1 por any part of the then outstanding Preferred Shares Series 19, at the Bank’s* P7 I2 `+ B1 K ]4 u. o5 F
option without the consent of the holder, by the payment of an amount in
: y9 P2 d8 e! N4 A s. kcash for each such share so redeemed of (i) $25.00 together with all declared/ o. d2 Q6 o* E5 R2 h0 q6 u S c
and unpaid dividends to the date fixed for redemption in the case of
7 }! m$ L" Y Nredemptions on February 25, 2019 and on February 25 every five years
0 v* z9 ~' U3 g. t- a* @5 fthereafter, or (ii) $25.50 together with all declared and unpaid dividends to) f; c; ?1 N: i. a( Z+ a( p
the date fixed for redemption in the case of redemptions on any other date6 K; `8 A4 i" F: C
on or after February 25, 2014.5 P3 e3 y$ L# s' r
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
: G+ w; X0 B2 x" h" }Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have% t7 c- j2 h' ]; M' h
the right, at their option, to convert, on February 25, 2019 and on0 g* F$ y1 K% g& _ N
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any/ Z$ |' _0 i. G. m6 B
or all of their Preferred Shares Series 19 into an equal number of Preferred6 I9 m w1 n# p/ B: R5 u; K
Shares Series 18 upon giving to the Bank written notice thereof not earlier
+ j" g1 A W: b( y' Wthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the; ?# g6 G3 c }
15th day preceding, a Series 19 Conversion Date. g' I0 \! V; g0 \" M. _
Automatic Conversion If the Bank determines, after having taken into account all shares tendered# A( S9 I5 D( m1 P- a
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares% P h+ E& q L% Z( V: R3 k) V
Series 18, as the case may be, that there would be outstanding on such2 _$ Y! e* A% ]- X) ~- i& i. i
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,+ @; a- d( x0 D: \! ?" U' S. p# }+ ?
such remaining number of Preferred Shares Series 19 will automatically be
1 ?9 W s z' @& V$ {converted on such Series 19 Conversion Date into an equal number of
. w( @" _9 s' @/ O) N/ ~- FPreferred Shares Series 18. Additionally, if the Bank determines that, after0 j+ C8 S* s8 @$ _0 |. E: P
conversion, there would be outstanding on such Series 19 Conversion Date
' i/ c* n2 J! L% V/ ?) K3 sless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
* C/ }; [( [4 ?/ H! KSeries 19 will be converted into Preferred Shares Series 18.% l& X% J+ c1 n
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
3 N" @" w s) ySeries 19 will not be entitled as such to receive notice of, attend, or vote at," Y! ?4 H0 |: T T- c0 g: M
any meeting of the shareholders of the Bank unless and until the first time at
' u/ J0 z5 }! d: c+ z" J; fwhich the Board of Directors has not declared the whole dividend on the9 w! {- b5 k3 {9 G0 }( N" Y# V- I
Preferred Shares Series 19 in any quarter. In that event, subject as
9 X2 ~2 c# k) |6 g, A% ahereinafter provided, the holders of Preferred Shares Series 19 will be1 |9 K9 p- z* Y' \
entitled to receive notice of, and to attend, meetings of shareholders at which
$ j6 b- J) W# R, L1 fdirectors of the Bank are to be elected and will be entitled to one vote for
8 Z" J( H3 L5 z# h, }" R5 u& l. Deach Preferred Share Series 19 held. The voting rights of the holders of the
+ c+ x( j* p. i- lPreferred Shares Series 19 will forthwith cease upon payment by the Bank of6 t& a3 G. v, U) k
the first dividend on the Preferred Shares Series 19 to which the holders are
, h4 {/ ^$ x$ qentitled thereunder subsequent to the time such voting rights first arose until7 |# P& E q. P) q! T
such time as the Bank may again fail to declare the whole dividend on the% Z$ X) l7 K4 q& p% _3 j
Preferred Shares Series 19 in respect of any quarter, in which event such
9 s" W6 D' a5 l$ Ovoting rights will become effective again and so on from time to time.
/ o7 h' x" e$ v) F5 IS-6
6 D& c* L2 M. x( o1 i% a" bPriority: The preferred shares of each series of the Bank will rank on a parity with
: ~3 F4 j. D9 G% j; u# P% revery other series and are entitled to preference over the common shares of
* P) h: c' j+ G0 {the Bank and over any other shares of the Bank ranking junior to the, y3 i6 Q6 w! e7 @, |0 U
preferred shares with respect to the payment of dividends and upon any$ _2 ~2 [) ^* V$ w" R* V
distribution of assets in the event of the liquidation, dissolution or# @; b& [4 F7 O4 W4 g
winding-up of the Bank., }6 s$ C! T, l, V( ?
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under- g5 e( F, l6 h9 L7 E
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
3 k6 |6 m o' X* P xSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
3 R4 Q( E0 N: H7 E8 f4 D# }7 Xdividends received on such shares under Part IV.1 of such Act. |
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