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发表于 2008-11-29 16:58
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下面是BMO的:
7 L9 c0 x: P( v" G0 D) BSUMMARY OF THE OFFERING
' k' h. v# _- j4 w. e# jThis 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’’.
- R9 C" z6 y4 A; sIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.+ V) L1 D; V& \7 r) Z9 A5 P0 P" F
Amount: $150,000,000 (6,000,000 shares).
0 d' u; p+ g9 f/ {1 ^% DPrice and Yield: $25.00 per share to yield initially 6.50% per annum.+ e4 i" J$ B% E1 R. Y1 g! f- n
Principal Characteristics of the Preferred Shares Series 18. g7 O- _0 T8 x3 L% U6 }
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
) M- I2 D& z' e; ~ H8 b! }non-cumulative preferential cash dividends, as and when declared by the
$ o& x4 ~( W! k2 aBoard of Directors, subject to the provisions of the Bank Act, for the initial
5 w( y9 T" G( Rperiod commencing on the closing date and ending on and including1 i& q% ^! Y4 h
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
, [8 T6 B: H O25th day of February, May, August and November in each year, at a rate( R0 H" c w) d+ b
equal to $0.40625 per share. The initial dividend, if declared, will be payable6 Y1 |) _0 n a: h! W
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing) I) X" H l V7 ^+ p9 k
date of December 11, 2008.2 \# z- S2 B, L$ i" |% B3 W7 ^
For each five-year period after the Initial Fixed Rate Period (each, a
+ O i6 X) Q; g$ }. r‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares2 O7 J2 P8 L$ n9 X8 M) {7 Q2 m" U
Series 18 will be entitled to receive fixed non-cumulative preferential cash3 y: a9 D8 m6 y6 o0 Q1 P
dividends, as and when declared by the Board of Directors, subject to the4 c d* n0 O- X
provisions of the Bank Act, payable quarterly on the 25th day of February,
2 C& `5 D" l4 h7 ^May, August and November in each year, in the amount per share per annum9 ?; Y# J# ]% j" t( @% N0 I" {
determined by multiplying the Annual Fixed Dividend Rate applicable to
8 ]/ D* u, }7 }8 ~3 @+ k2 |0 Isuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend5 Y7 x' i8 N, t. Q" _5 u, j9 d5 n9 x
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the) Y Y# J3 F/ ]2 b8 N# m, l; A- c
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
' z# u3 b, t0 ^+ {. Hof such Subsequent Fixed Rate Period and will be equal to the sum of the- t# y& T1 w& j! U
Government of Canada Yield on the applicable Fixed Rate Calculation Date$ X8 E' m- I- P' N
plus 3.83%.9 E* r6 L, o3 T2 |3 w& @
If the Board of Directors does not declare a dividend, or any part thereof, on0 s& u- U) O/ a; H
the Preferred Shares Series 18 on or before the dividend payment date for a4 x" `8 B6 H8 N: K( r/ S x
particular quarter, then the entitlement of the holders of the Preferred
6 O& t+ L& j% A$ M6 Z3 HShares Series 18 to receive such dividend, or to any part thereof, for such
8 g% i J, C$ w& ?quarter will be forever extinguished.
# p1 X( |( C4 U+ N7 O5 @* ?Redemption: Subject to the provisions of the Bank Act and to the prior consent of the1 [: _: J4 R4 ?6 q8 v% ]
Superintendent and to the provisions described below under ‘‘Details of the
\# |& k6 a9 Y( B( GOffering — Certain Provisions of the Preferred Shares Series 18 as a2 e1 S0 T5 h$ c0 J' I& M2 N
Series — Restrictions on Dividends and Retirement of Shares’’, on# D- T% p# R: C' s: P9 f, N3 P
February 25, 2014 and on February 25 every five years thereafter, on not
7 \. [1 ]/ E( _& lmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any* B8 |% S. H0 |. j; ?
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
3 x/ |' X) q7 c4 e9 Lwithout the consent of the holder, by the payment of an amount in cash for/ S( c6 } Z/ U- s) S
each such share so redeemed of $25.00 together with all declared and unpaid
: @6 u3 ~) n6 ^" A; m5 V0 H: Ddividends to the date fixed for redemption.
7 X4 o2 T# J5 J4 B9 _3 |! pConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
3 b" f0 o; n7 l+ C3 _8 |9 pShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have1 O1 `: ^, }1 k; R
the right, at their option, to convert, on February 25, 2014 and on
4 Q8 }$ V5 T2 j6 F5 _S-4
. Q% m5 {+ G- ^4 [' xFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
; S, G; T0 p7 V% {" _ u/ |or all of their Preferred Shares Series 18 into an equal number of Preferred; d2 |; K3 j1 D/ [8 V4 b
Shares Series 19 upon giving to the Bank notice thereof not earlier than; U# A/ |: _ ]/ a. ^. y; j
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day, x) N- \( R( V( r* h+ F
preceding, a Series 18 Conversion Date.6 c q: D8 I/ t! D1 R& \
Automatic Conversion If the Bank determines, after having taken into account all shares tendered0 d( G3 W; B8 ] ] [ O5 R" r) C
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares1 n3 k6 l X: [& j4 h& r& e
Series 19, as the case may be, that there would be outstanding on such3 `) H2 \- |2 W/ ~/ V' ?
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,7 A8 A4 V1 B7 }) d8 |
such remaining number of Preferred Shares Series 18 will automatically be/ k/ N- H8 t6 y% l
converted on such Series 18 Conversion Date into an equal number of
6 T3 f& J) A6 C* qPreferred Shares Series 19. Additionally, if the Bank determines that, after/ d2 c% l9 G0 ?' r' N5 S3 U
conversion, there would be outstanding on such Series 18 Conversion Date. a1 C, X' E5 _
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares& E6 F5 M4 z& G, c3 ?
Series 18 will be converted into Preferred Shares Series 19.
$ v# h; ~& |: {' x9 E; IVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares2 H2 a; m2 i( n2 H0 V+ n6 j0 X
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
3 w a0 f" @1 r* H* |6 b& many meeting of the shareholders of the Bank unless and until the first time at1 b( U$ {- B) S% W5 F
which the Board of Directors has not declared the whole dividend on the; }- G3 b9 }; j6 F
Preferred Shares Series 18 in any quarter. In that event, subject as) ~- {( `: R' h0 E8 m8 H
hereinafter provided, the holders of Preferred Shares Series 18 will be$ Q$ V4 O2 \) C4 B3 Q0 q3 C
entitled to receive notice of, and to attend, meetings of shareholders at which( G F3 D ]! p$ e5 l4 j% |/ L
directors of the Bank are to be elected and will be entitled to one vote for
6 V; K1 W9 q; X/ ^each Preferred Share Series 18 held. The voting rights of the holders of the! H: ^0 h% b& E! h6 q" f e
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of' I/ y8 |4 |, r
the first dividend on the Preferred Shares Series 18 to which the holders are% W3 d& n; n/ U9 M- I6 b* h+ U
entitled thereunder subsequent to the time such voting rights first arose until
* k/ i& d% E1 ^& w8 Jsuch time as the Bank may again fail to declare the whole dividend on the/ ], g3 Q3 X0 F" f& I1 O( x
Preferred Shares Series 18 in respect of any quarter, in which event such: H: I9 d- \# s: } \. [6 V5 W
voting rights will become effective again and so on from time to time.: j! {9 h' h0 O% N9 {) A
Principal Characteristics of the Preferred Shares Series 19
4 C+ m" K" P1 ?& }* ODividends: The holders of the Preferred Shares Series 19 will be entitled to receive& i. ~# v- h1 P8 |
floating rate non-cumulative preferential cash dividends, as and when
* ?) R3 Y# c) W# Z* A4 r& S F3 Xdeclared by the Board of Directors, subject to the provisions of the Bank Act," G5 d1 a3 |3 G. d' b; e6 b$ E" |
payable quarterly on the 25th day of February, May, August and November
$ s7 T$ _4 Y8 \2 ?in each year, in the amount per share determined by multiplying the# X% V5 M+ j6 i- l% V
applicable Quarterly Floating Dividend Rate by $25.00.% Y8 G, s0 n5 V! Q6 Z+ m- l
On the 30th day prior to the commencement of the initial quarterly dividend
. m; @' y5 {! Yperiod beginning on February 25, 2014, and on the 30th day prior to the first
; e! B) N, H* vday of each subsequent quarterly dividend period (the initial quarterly* J7 p2 \* Y2 {8 f1 W6 t' K% m
dividend period and each subsequent quarterly dividend period is referred to8 v3 P- l* q y
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the' g7 M) s, a* d4 k' \
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
& V# o0 ]# j( v4 U: SPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the: z9 L: }1 A+ J( _: N' x/ H
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days0 E2 K& F# l! h0 b" l9 V) y
elapsed in the applicable Quarterly Floating Rate Period divided by 365); I" t9 q/ J9 {3 S& B1 [
determined on the 30th day prior to the first day of the applicable Quarterly
+ i$ U# |; a, D1 X( JFloating Rate Period.7 q4 P# j4 t5 o; i
S-5
$ a/ u6 t. `5 |) iIf the Board of Directors does not declare a dividend, or any part thereof, on
/ g# ^- |$ C6 Gthe Preferred Shares Series 19 on or before the dividend payment date for a, h6 V! b. D) M/ s
particular quarter, then the entitlement of the holders of the Preferred
+ N* `% \! v& \. tShares Series 19 to receive such dividend, or to any part thereof, for such8 _8 m- Z# x9 w9 K6 p
quarter will be forever extinguished.
% e, s# | g/ J1 \+ VRedemption: Subject to the provisions of the Bank Act and to the prior consent of the8 E, }7 z' r8 h: } p7 g$ i! B
Superintendent and to the provisions described below under the heading
1 T7 L J7 x/ j4 ~7 s0 L‘‘Details of the Offering — Certain Provisions of the Preferred Shares
/ J0 b+ X/ E1 I3 Z, b8 zSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,- p- L+ z( w0 n1 i" U. A
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all( Z- ]0 j, ?' t0 ]9 H/ `+ [( |
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
+ D, M* P" q( e0 yoption without the consent of the holder, by the payment of an amount in
7 a; W4 N( I+ F: l' Mcash for each such share so redeemed of (i) $25.00 together with all declared
% U0 z4 q* R, r* \% Mand unpaid dividends to the date fixed for redemption in the case of5 {3 n) n5 P$ R! Y9 o
redemptions on February 25, 2019 and on February 25 every five years- K9 B6 w3 }* I1 V! A- ^
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
0 L5 z! ]. n. Z& V( w# ethe date fixed for redemption in the case of redemptions on any other date7 N1 Y7 Q* X6 U3 S1 O
on or after February 25, 2014.
7 ^- \. T8 N" u9 E3 P) Q+ FConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic3 u/ y, Z: }9 b& a9 m0 M
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
B1 f: |0 {5 q6 Q( S- `6 bthe right, at their option, to convert, on February 25, 2019 and on
, p8 _* W2 i1 [February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any- w( V; w1 `4 E% I* b: D% r
or all of their Preferred Shares Series 19 into an equal number of Preferred
4 |% e, K M) ~& yShares Series 18 upon giving to the Bank written notice thereof not earlier
! h$ t5 H/ Y; y1 ?0 Hthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
# O8 _% R. N7 \; d0 m, m8 q3 J15th day preceding, a Series 19 Conversion Date.4 a g% g: ^+ H$ `7 u2 e" H
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
# w. G U* x! n- A" X; oProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares- ~( M; V+ ]4 P- a# \
Series 18, as the case may be, that there would be outstanding on such: s" Y6 R) r! p% B$ g
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,; i* G. K( h3 t" q
such remaining number of Preferred Shares Series 19 will automatically be
& U# G9 d ]1 F& u6 e1 ]( p4 d: ?7 Wconverted on such Series 19 Conversion Date into an equal number of
& Z7 U# k. A1 O- f! j: f! WPreferred Shares Series 18. Additionally, if the Bank determines that, after/ Q/ V6 o3 r) A) `
conversion, there would be outstanding on such Series 19 Conversion Date) t& j$ [. Q$ @2 Q9 q' s
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares0 |* f; P7 r5 n( {0 q' _7 V; o
Series 19 will be converted into Preferred Shares Series 18.
+ l( w) W6 w7 C. B Z% {% i! A, }Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares9 F9 c5 w- A' D6 }7 _5 H- X( L
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
# F/ ^+ J( B$ }6 Pany meeting of the shareholders of the Bank unless and until the first time at/ t& [3 k {( G+ Q5 ~' P- B
which the Board of Directors has not declared the whole dividend on the0 Y" ^8 b% @/ E. Q: \* y0 e
Preferred Shares Series 19 in any quarter. In that event, subject as1 q3 V' t& C3 _
hereinafter provided, the holders of Preferred Shares Series 19 will be
, N& ~6 U3 n& @8 i# gentitled to receive notice of, and to attend, meetings of shareholders at which
1 O- t$ s9 b1 o( d% G3 ]directors of the Bank are to be elected and will be entitled to one vote for% F& ]6 h( A7 X# @) T2 X7 Z
each Preferred Share Series 19 held. The voting rights of the holders of the8 _" p% F# H: H* j9 E0 a f
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of3 p/ _. F" @9 [, z) d3 t* H8 I
the first dividend on the Preferred Shares Series 19 to which the holders are6 P+ C' ?/ H' Z% u
entitled thereunder subsequent to the time such voting rights first arose until
7 r! |1 g9 X% ~! g z+ v- G+ \such time as the Bank may again fail to declare the whole dividend on the
+ S, S( U2 U2 X/ f; a5 D. a, j4 [: wPreferred Shares Series 19 in respect of any quarter, in which event such1 a- T& G' Q3 n- y
voting rights will become effective again and so on from time to time.
4 r6 }. l6 I% b- F* \' y# ZS-66 u2 ^# r2 i3 x8 x
Priority: The preferred shares of each series of the Bank will rank on a parity with
: V9 M' L( L0 k- V- Z4 ~every other series and are entitled to preference over the common shares of
, x6 ^" F: I$ o. R3 E; w/ z, }0 Qthe Bank and over any other shares of the Bank ranking junior to the# h$ ^9 \8 T5 r! I' |8 S
preferred shares with respect to the payment of dividends and upon any
3 x$ q0 ^, N8 _! [distribution of assets in the event of the liquidation, dissolution or( q/ l# f: e8 D! ^
winding-up of the Bank.
5 B0 b2 F3 ~. x: W; U! M5 N+ c* |Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
, L! T2 z; B; C) u* S. ?% _Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
0 s0 f" W4 W4 T ]Series 18 and Preferred Shares Series 19 will not be required to pay tax on) i# R( F& S) Y) S) b
dividends received on such shares under Part IV.1 of such Act. |
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