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发表于 2008-11-29 16:58
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下面是BMO的:
; T, T8 Z+ g+ F1 \* Q: ISUMMARY OF THE OFFERING
) K( a( \, j1 a7 H& R$ e2 SThis 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’’.* H% l# t# @0 P3 `
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
- W+ ?. J7 ?( f, j B; DAmount: $150,000,000 (6,000,000 shares).
$ _7 |6 i% r6 [$ ^+ ZPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
% h! [" q# {4 p; \Principal Characteristics of the Preferred Shares Series 18$ y3 v. c% s. d, P
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed5 s+ k1 i( G6 I3 f$ S5 F- A. m
non-cumulative preferential cash dividends, as and when declared by the
5 _( V3 D. j2 P; U( }Board of Directors, subject to the provisions of the Bank Act, for the initial
% v$ s( Q+ Z7 r( Z+ Lperiod commencing on the closing date and ending on and including
8 Q6 ?! t( W5 j) ]' E" g% HFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
! r U, H- t- k8 v25th day of February, May, August and November in each year, at a rate
% Q' [: h) |2 L/ Pequal to $0.40625 per share. The initial dividend, if declared, will be payable' m5 B- d/ P5 k$ J2 b: @
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing0 G+ ^9 t) v* b# @" Q. y9 Y
date of December 11, 2008.
8 x, Z. Z! S7 \& MFor each five-year period after the Initial Fixed Rate Period (each, a9 A- b/ ]% a/ K: x% V. P
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares; d8 \5 s5 b o9 Y, B' A, Z
Series 18 will be entitled to receive fixed non-cumulative preferential cash
/ c' {2 D" h! ]# A" vdividends, as and when declared by the Board of Directors, subject to the6 ?2 Q# z/ Q" [! K9 j+ J+ @1 R
provisions of the Bank Act, payable quarterly on the 25th day of February,
3 x; Y. V! G9 L3 MMay, August and November in each year, in the amount per share per annum, P0 w7 l! d3 w) v2 p% r
determined by multiplying the Annual Fixed Dividend Rate applicable to$ e# a8 V1 ?$ L) F( r
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend4 y& a* s* U* L5 [% Y, g! Z
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
6 T3 U ] Q# OBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day3 C, O4 i; }0 y* L
of such Subsequent Fixed Rate Period and will be equal to the sum of the
4 C$ M/ f9 _+ \$ v$ V- jGovernment of Canada Yield on the applicable Fixed Rate Calculation Date# ^8 c+ g7 ]7 c+ E) q
plus 3.83%.* I: y; u2 ]- {8 g
If the Board of Directors does not declare a dividend, or any part thereof, on
B- N: U1 V6 |& Zthe Preferred Shares Series 18 on or before the dividend payment date for a1 R- \& t* x$ Z! z' Z- h1 b0 G
particular quarter, then the entitlement of the holders of the Preferred- v7 ^- v/ ?9 x1 N
Shares Series 18 to receive such dividend, or to any part thereof, for such
6 V2 E1 v, {7 {3 N# M; [quarter will be forever extinguished.' x6 P/ A! u) G8 O" @
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
& H. x9 L( N8 i, V4 G) N1 D# bSuperintendent and to the provisions described below under ‘‘Details of the- z i- P0 E( {4 }, Z4 I$ x! v W8 Z
Offering — Certain Provisions of the Preferred Shares Series 18 as a
) q1 q% W/ `4 \ \( iSeries — Restrictions on Dividends and Retirement of Shares’’, on
% e5 D9 k* D4 W; gFebruary 25, 2014 and on February 25 every five years thereafter, on not
- A/ E7 ~4 ?3 e3 d" [8 V a0 ~more than 60 nor less than 30 days’ notice, the Bank may redeem all or any! V. O/ T7 W! i. S9 e- ]# E
part of the then outstanding Preferred Shares Series 18, at the Bank’s option$ [, S$ K3 q' G0 q8 n
without the consent of the holder, by the payment of an amount in cash for
: v! @4 q' J/ K! }1 ^each such share so redeemed of $25.00 together with all declared and unpaid% f/ T* v' Q2 [7 v
dividends to the date fixed for redemption.9 ^4 u, h' D8 ]: T
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
& o. ~ U& S8 n6 d. uShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have( _- c3 N7 p! F; A$ D/ @' O5 n1 w
the right, at their option, to convert, on February 25, 2014 and on
* J0 d# A; I, u9 ]S-4
% H0 t$ L ^% k! S! l) {- N5 GFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any1 Y G+ A* p0 u! {* |
or all of their Preferred Shares Series 18 into an equal number of Preferred) Y6 }: c1 K* Z& x( O4 C. _4 J: S
Shares Series 19 upon giving to the Bank notice thereof not earlier than4 D5 i0 o" h. w1 _ i, P" G/ a
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
5 {2 B5 j. y: H5 {% rpreceding, a Series 18 Conversion Date.& V3 [# P+ `2 m i" }
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
/ g/ c% ?! D% M& K4 wProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares6 Y, k. k5 A* u) k9 C! s
Series 19, as the case may be, that there would be outstanding on such
. F3 V x9 K4 wSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,0 L) S5 Q8 |* a2 x9 i2 ?
such remaining number of Preferred Shares Series 18 will automatically be
# N; ^8 w' G! Y5 a9 ?8 {2 @/ _: c( E- Kconverted on such Series 18 Conversion Date into an equal number of. D" h) z7 c- q( Z
Preferred Shares Series 19. Additionally, if the Bank determines that, after
+ R- B. C+ G' y) O; @conversion, there would be outstanding on such Series 18 Conversion Date# J2 X N* H. C1 W
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares% }& t w* C3 F! i+ ]& r& _! Z) G
Series 18 will be converted into Preferred Shares Series 19.- w; B4 N- I; i& ~
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares) t. L* ?' @; n0 q" W8 `
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
/ [9 A, o# b# U3 W5 k) K) Kany meeting of the shareholders of the Bank unless and until the first time at1 ]- u% f7 B( f, e8 ^# J) T# K
which the Board of Directors has not declared the whole dividend on the' ~0 y S, Y6 {, S5 f9 ]
Preferred Shares Series 18 in any quarter. In that event, subject as* l9 i( i+ u" I, I' u# d9 b& E, X v, `
hereinafter provided, the holders of Preferred Shares Series 18 will be
0 c6 E; U0 J0 F S6 x H) b/ _entitled to receive notice of, and to attend, meetings of shareholders at which
0 _% f4 k2 S# O. X# A% ndirectors of the Bank are to be elected and will be entitled to one vote for
3 @' l1 S" a# h& N/ G/ H1 heach Preferred Share Series 18 held. The voting rights of the holders of the0 a. {6 |) D* O8 e
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of. _$ C2 }! T' e- J
the first dividend on the Preferred Shares Series 18 to which the holders are
) u1 C/ I/ ^! }7 yentitled thereunder subsequent to the time such voting rights first arose until
/ ]2 v, b. J8 A2 _7 B( ?, Isuch time as the Bank may again fail to declare the whole dividend on the' F6 Q% x8 W2 x
Preferred Shares Series 18 in respect of any quarter, in which event such
6 `# O, u4 u. ]% C5 Fvoting rights will become effective again and so on from time to time., T! x6 f7 E2 u% t$ N
Principal Characteristics of the Preferred Shares Series 19
' |% h1 x! _* q8 X3 Z/ j) eDividends: The holders of the Preferred Shares Series 19 will be entitled to receive6 O* u: K: t, ?2 H; X+ I7 y
floating rate non-cumulative preferential cash dividends, as and when
: x! Y6 o' S" e8 d+ g x4 N- J$ ~declared by the Board of Directors, subject to the provisions of the Bank Act,
2 n7 G0 Z$ w5 p- p+ \4 D+ kpayable quarterly on the 25th day of February, May, August and November; R0 G7 e; z9 H/ s% x$ u2 v ^0 E0 {$ K
in each year, in the amount per share determined by multiplying the
) [9 Z: C5 K. a% Happlicable Quarterly Floating Dividend Rate by $25.00.$ ~4 M7 _, {8 L2 B1 L
On the 30th day prior to the commencement of the initial quarterly dividend
X# ^! {/ [' Hperiod beginning on February 25, 2014, and on the 30th day prior to the first
* _' Y4 O( Z a$ E) Xday of each subsequent quarterly dividend period (the initial quarterly
w4 w7 n$ K6 ydividend period and each subsequent quarterly dividend period is referred to
, a; u4 } X; Z2 Vas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the, x: e+ y( r7 ]; F; C( X
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
. e0 s' n# p6 XPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the+ v( I6 f4 s3 E& d3 D# Q! d
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days4 R: b# P" P! z+ g' y: Q
elapsed in the applicable Quarterly Floating Rate Period divided by 365)5 \3 [- @' w! }$ S) c7 k2 V4 i3 |3 v
determined on the 30th day prior to the first day of the applicable Quarterly% j% ] m+ C* }! L) G1 [* o
Floating Rate Period.
, U2 H$ r" d. B0 ^5 c+ F' _S-5. U% ^! t+ ?4 I! u" C t
If the Board of Directors does not declare a dividend, or any part thereof, on' e% P1 J" j' b/ O* n9 p9 A
the Preferred Shares Series 19 on or before the dividend payment date for a
, c! F/ ^1 A7 F' c* ]) E2 h/ dparticular quarter, then the entitlement of the holders of the Preferred
5 y% P+ S5 U$ h" z, v8 z9 SShares Series 19 to receive such dividend, or to any part thereof, for such
. a5 ~' S% M- r7 j Q- o7 J" q4 ^- Jquarter will be forever extinguished.
# B. H6 ^. K. \% Z% c- [6 j. nRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
0 J; P/ N7 R( x1 M2 nSuperintendent and to the provisions described below under the heading
; }; j- L. I4 W) G8 L0 G‘‘Details of the Offering — Certain Provisions of the Preferred Shares
, {' H0 u7 k: K, _5 K, C! ISeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,1 i3 H+ `) Q- u P4 `& f9 ?
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all( m( e* K. e) l
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
4 b4 [5 b, l/ S! }1 O, w; X( w coption without the consent of the holder, by the payment of an amount in
" V) x0 c2 q: ]" v( acash for each such share so redeemed of (i) $25.00 together with all declared0 l! T9 q5 T2 d; ^* X8 s
and unpaid dividends to the date fixed for redemption in the case of/ g' |7 Y. |; N& F: a2 P: {) W
redemptions on February 25, 2019 and on February 25 every five years; K3 W) Y8 i+ u
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
8 y) w0 I# C3 _0 Othe date fixed for redemption in the case of redemptions on any other date+ Y2 O Y# C) j6 h
on or after February 25, 2014.
+ c- F+ a. T3 X3 h" m$ s* CConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic j$ X0 B! p% ^
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
. N, u' g: T: W* \& athe right, at their option, to convert, on February 25, 2019 and on6 j: T0 i% X5 I3 V) U9 E" O
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
) @, r8 G6 T& E- ~or all of their Preferred Shares Series 19 into an equal number of Preferred
4 I% v8 X2 ~& G/ {3 `Shares Series 18 upon giving to the Bank written notice thereof not earlier' P# J. d4 |! W$ A- a
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
2 T4 V. B( c, W& o( @ d15th day preceding, a Series 19 Conversion Date.. _! U6 c% T# ]# R
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
6 ~. i% x( S0 B) {7 x0 N1 ~( h: YProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
- x) q d* W. k' h9 C6 b8 N7 xSeries 18, as the case may be, that there would be outstanding on such" n% H' T3 _0 [6 P* N& f
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,) X6 q% x* t+ u3 [0 q
such remaining number of Preferred Shares Series 19 will automatically be
( I+ h0 k4 S4 ] ^( ^converted on such Series 19 Conversion Date into an equal number of
) `( Y( D' [7 W4 l, _Preferred Shares Series 18. Additionally, if the Bank determines that, after7 j1 N5 r7 m \. H
conversion, there would be outstanding on such Series 19 Conversion Date
: M+ O0 }) i2 r# G& I; O4 }less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares7 Z( ^: b/ J/ g8 q. }# ]+ W
Series 19 will be converted into Preferred Shares Series 18.
/ S) v1 w) a7 p- o3 {2 aVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
& N! ?8 P$ R3 p+ t9 i. ZSeries 19 will not be entitled as such to receive notice of, attend, or vote at,) ^9 y2 j' h* g
any meeting of the shareholders of the Bank unless and until the first time at9 P7 p" V. U3 s( Y% {+ |
which the Board of Directors has not declared the whole dividend on the6 x4 c' a2 R% W& ]7 i! r
Preferred Shares Series 19 in any quarter. In that event, subject as
: B/ ^5 p2 Z5 }1 H$ _! c. f ahereinafter provided, the holders of Preferred Shares Series 19 will be; k, l. v/ }7 f/ x8 S: b
entitled to receive notice of, and to attend, meetings of shareholders at which
" v& M; M9 y7 |# ?7 Rdirectors of the Bank are to be elected and will be entitled to one vote for
; w+ j' B# v. u' S1 ueach Preferred Share Series 19 held. The voting rights of the holders of the- r9 D" s. M/ W
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
2 K" D! i, }, ?. N* r' {$ K# Lthe first dividend on the Preferred Shares Series 19 to which the holders are
3 D* T1 d2 L, }9 Zentitled thereunder subsequent to the time such voting rights first arose until) J, y) t; Y0 p+ ~6 g
such time as the Bank may again fail to declare the whole dividend on the& T/ d4 d' u8 P/ s3 k; g3 S
Preferred Shares Series 19 in respect of any quarter, in which event such
8 D( j# A/ Q3 e9 uvoting rights will become effective again and so on from time to time.: _' C8 z% t1 {( Z
S-6
, ~! S0 G0 j! @ B) Z' B, dPriority: The preferred shares of each series of the Bank will rank on a parity with
. `) {- d/ {& v/ hevery other series and are entitled to preference over the common shares of8 W+ r, b, s j4 {, O! j
the Bank and over any other shares of the Bank ranking junior to the
: @ f, @9 k/ p5 O( t$ W5 ypreferred shares with respect to the payment of dividends and upon any
, v3 ^/ Z- l. j9 P, H6 xdistribution of assets in the event of the liquidation, dissolution or% L- J/ G4 T) D3 }, R' ?0 s
winding-up of the Bank.
2 D8 o( m/ [1 Y+ H. k& tTax on Preferred Share The Bank will elect, in the manner and within the time provided under
% Y! [5 \3 y+ v/ vDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
7 j& l/ I; G3 y& o; O9 pSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
8 i u& p5 H# ?7 Udividends received on such shares under Part IV.1 of such Act. |
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