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发表于 2008-11-29 16:58
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下面是BMO的:
! c" A0 p; W/ {# |( Y6 ?8 qSUMMARY OF THE OFFERING" b4 p* Q2 V( J" 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’’.
, }, \) P5 ~" n. TIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
9 g& c1 U/ G4 g( @& ^Amount: $150,000,000 (6,000,000 shares).3 u( [! K6 S2 C, |
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
% \3 _& H7 K) Q2 o' z& ZPrincipal Characteristics of the Preferred Shares Series 18
6 s5 r7 O# _. W7 U) B- `& V" {Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed; e9 _6 Q1 H: C3 P
non-cumulative preferential cash dividends, as and when declared by the) O+ R3 k5 o4 Z" |- R: D4 N9 c) l& d
Board of Directors, subject to the provisions of the Bank Act, for the initial
/ e9 _% [3 s- N( ~; r/ R9 |8 ?) Dperiod commencing on the closing date and ending on and including1 }- H. I0 R$ d; W: G9 |* C
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
! k# L. F" m: `3 @ u4 |3 X25th day of February, May, August and November in each year, at a rate
; L2 [+ N5 x% Y$ |0 f% nequal to $0.40625 per share. The initial dividend, if declared, will be payable
; ~* M$ h: p: T! C' q) o1 ^May 25, 2009 and will be $0.73459 per share, based on the anticipated closing8 v1 V e1 c3 p' i2 {
date of December 11, 2008.
9 K1 P4 B' [2 X3 q( U6 _For each five-year period after the Initial Fixed Rate Period (each, a* E9 i7 ?0 ]0 w( i r# F! ?% I. |
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares1 Y3 v( t+ o, ^5 U3 [
Series 18 will be entitled to receive fixed non-cumulative preferential cash3 @+ V* t' Z+ u; J$ e: {
dividends, as and when declared by the Board of Directors, subject to the. n3 A. K2 K% `
provisions of the Bank Act, payable quarterly on the 25th day of February,
4 j2 g- l& I8 E& gMay, August and November in each year, in the amount per share per annum# ], U2 i; i% M9 \ T) U
determined by multiplying the Annual Fixed Dividend Rate applicable to. c0 m- F7 r U3 D S
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend7 U& y" W" [+ o g# ^2 g
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the% x8 @* \7 w6 M3 @+ |/ q' Z- }
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
7 E4 I7 M1 n6 f# n3 d# iof such Subsequent Fixed Rate Period and will be equal to the sum of the% n8 q/ j( p( y: t% z) J3 s5 b' A
Government of Canada Yield on the applicable Fixed Rate Calculation Date0 o. d( g: d t: m. ]6 X
plus 3.83%.
0 G% k7 ?; `& BIf the Board of Directors does not declare a dividend, or any part thereof, on0 p& R% E# P z: T0 O/ i' w
the Preferred Shares Series 18 on or before the dividend payment date for a
E' i: G- P$ @particular quarter, then the entitlement of the holders of the Preferred; Q1 G. z% f' V
Shares Series 18 to receive such dividend, or to any part thereof, for such$ V2 f; [) H) I! }& O0 E
quarter will be forever extinguished.! I3 u: y: A5 v/ W4 a! Y
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
% t1 o1 ~+ Y- `3 h* t m+ CSuperintendent and to the provisions described below under ‘‘Details of the
5 D5 I x% C" G% Y xOffering — Certain Provisions of the Preferred Shares Series 18 as a3 z% K! M+ @0 x2 p7 D2 p7 P
Series — Restrictions on Dividends and Retirement of Shares’’, on1 B0 H- K$ W( p8 D; h
February 25, 2014 and on February 25 every five years thereafter, on not. F# d) F5 {* m; h8 c9 d9 c' k3 _
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
) D, o9 g; o- I5 D( A l% vpart of the then outstanding Preferred Shares Series 18, at the Bank’s option$ }4 b' u1 }+ ?1 T
without the consent of the holder, by the payment of an amount in cash for
+ N0 ]9 m+ d5 k2 Deach such share so redeemed of $25.00 together with all declared and unpaid
' z, c" _& b7 [" m& B3 ]/ mdividends to the date fixed for redemption. e/ _; ?- U: i# Y8 [8 s$ `
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic, F' s% a5 s: w. g4 T) S
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
: n( `. H, O, s9 y k& rthe right, at their option, to convert, on February 25, 2014 and on' N1 v6 I( E0 X3 y
S-4
' _) ^, {2 T3 e- Y; c8 g2 IFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any! j& l2 ?2 B7 G& a* m
or all of their Preferred Shares Series 18 into an equal number of Preferred
, J) g; K! {. j& p7 ]% NShares Series 19 upon giving to the Bank notice thereof not earlier than
- E1 p2 t' O O V, g7 `7 ?30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
" E Z. a( J, a- j. |6 r2 jpreceding, a Series 18 Conversion Date.2 L8 K; p z" y: M
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
! B( ]8 \1 a0 B+ h% s# N4 a8 OProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
) \ x0 S" l0 P' [Series 19, as the case may be, that there would be outstanding on such, C2 Y; y5 I) Y6 n
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,' c: h# e3 H( R: }
such remaining number of Preferred Shares Series 18 will automatically be
9 R! j4 S. S$ Lconverted on such Series 18 Conversion Date into an equal number of$ ^6 Y# k9 e, B- ~0 c- C9 T
Preferred Shares Series 19. Additionally, if the Bank determines that, after
: Z- }7 q: f6 F4 m5 Sconversion, there would be outstanding on such Series 18 Conversion Date' C) s4 o+ Z; ^* }+ D7 I( a
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
/ U: k7 g' }+ e$ G3 [9 g2 y3 ASeries 18 will be converted into Preferred Shares Series 19.% Q6 i* P8 u' ^' \! X
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares: Z: h: h, Y1 D0 l3 S& q: h% ^
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
0 F' `# k I ^8 I: t5 jany meeting of the shareholders of the Bank unless and until the first time at9 V1 L% ~* |, A7 W" [" ^! @
which the Board of Directors has not declared the whole dividend on the
: o- H5 t M3 M5 LPreferred Shares Series 18 in any quarter. In that event, subject as" g a# x5 W) C
hereinafter provided, the holders of Preferred Shares Series 18 will be& D4 T1 ]+ d. _5 R( O5 |
entitled to receive notice of, and to attend, meetings of shareholders at which
5 V; P$ W& U" j( ]directors of the Bank are to be elected and will be entitled to one vote for
# ^5 k t1 }6 r/ } d6 {each Preferred Share Series 18 held. The voting rights of the holders of the
; M' |% G$ V. Q. ~8 x. O1 n* ~+ {6 W8 YPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
/ n0 k' G" ^3 ?. E1 w# wthe first dividend on the Preferred Shares Series 18 to which the holders are
1 K" E/ G6 ?7 T: _: A, U" K9 Q- mentitled thereunder subsequent to the time such voting rights first arose until3 j7 @- S4 |7 ^$ F2 g8 v
such time as the Bank may again fail to declare the whole dividend on the
% X) z: K; S5 pPreferred Shares Series 18 in respect of any quarter, in which event such
( j* i; ~3 W: D7 tvoting rights will become effective again and so on from time to time.1 J0 x- I1 |# g4 d: {" L7 H6 Q8 \
Principal Characteristics of the Preferred Shares Series 190 n5 b ^8 l$ n
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
, D" g) n# I) s( xfloating rate non-cumulative preferential cash dividends, as and when1 h- Z2 A0 C5 w
declared by the Board of Directors, subject to the provisions of the Bank Act,4 F X6 I+ |3 u4 B0 H1 ^: |1 H
payable quarterly on the 25th day of February, May, August and November
3 `( J- V q, H4 q- ?6 C- Oin each year, in the amount per share determined by multiplying the
' I5 I" v8 S2 }2 p" Kapplicable Quarterly Floating Dividend Rate by $25.00.
, ]) [4 J, u# V$ e1 XOn the 30th day prior to the commencement of the initial quarterly dividend% a+ k4 ]. c# U4 h) O& l# J7 @
period beginning on February 25, 2014, and on the 30th day prior to the first
( E4 V9 A6 u6 Zday of each subsequent quarterly dividend period (the initial quarterly
3 d k5 g, A* z6 D2 c9 ]dividend period and each subsequent quarterly dividend period is referred to. C: J+ g( W+ U- l) m3 J" ~! t
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the7 Z* H+ k3 g" H9 c4 R
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
& E7 Q7 I1 H5 Z" S D4 K* c4 ^Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
! \$ J1 t1 g% z' W8 H4 GT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days" R3 W( i: f3 p {' ^) Q' `
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
" P) x# g- e6 V1 l- I) ddetermined on the 30th day prior to the first day of the applicable Quarterly
3 N3 \; d6 C7 w3 z- hFloating Rate Period. d6 Z( w" V( l6 B: x
S-57 m' ~: Y$ k( v
If the Board of Directors does not declare a dividend, or any part thereof, on
0 a- ` j) E& O+ wthe Preferred Shares Series 19 on or before the dividend payment date for a
' P1 V. L+ k4 b% `! y1 K% i! uparticular quarter, then the entitlement of the holders of the Preferred
C# C5 }! R: h( i, wShares Series 19 to receive such dividend, or to any part thereof, for such
; k6 `+ ~- d5 i: C: ]- ^6 Z* Squarter will be forever extinguished.2 h, Z! o) H' _& |+ B+ s' q0 ?5 T: f
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
5 e; w4 x7 {4 F' X6 ~Superintendent and to the provisions described below under the heading
; E5 i( r3 I* |‘‘Details of the Offering — Certain Provisions of the Preferred Shares
( Z4 u. `- |& \; I5 C5 T% ZSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,6 Y; ] _6 s* o7 U' C/ v; }
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all' E) p" B E/ W8 p
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
" s0 c, _. u) ?' _5 yoption without the consent of the holder, by the payment of an amount in
* V; S6 H4 d; rcash for each such share so redeemed of (i) $25.00 together with all declared
7 u p- S t" l# g Z4 H* R' |1 Sand unpaid dividends to the date fixed for redemption in the case of
, ^3 q2 ?1 X/ Q( e, Gredemptions on February 25, 2019 and on February 25 every five years
! |+ l4 |; |3 p* F( p: X+ p8 T9 Uthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
. W( j3 Z7 w: z ~( C5 gthe date fixed for redemption in the case of redemptions on any other date
9 ?& J4 r( K8 q# V) X, ]4 ?on or after February 25, 2014.1 _0 e: h6 U7 I) E& ^
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
9 A( {8 N7 m H* sShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
" h$ A2 j/ o0 D, `- ?& Othe right, at their option, to convert, on February 25, 2019 and on6 U& m- Z6 A z( F
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any7 A) V( w0 q I$ t/ `9 T+ E6 w& ~& e
or all of their Preferred Shares Series 19 into an equal number of Preferred
8 \5 |, F& H% m* p* x% s7 TShares Series 18 upon giving to the Bank written notice thereof not earlier
) R N+ \5 Y! o% C! _8 Ythan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
" k- J: J+ @- Z( y- k15th day preceding, a Series 19 Conversion Date.
! u6 h" m5 c$ F: h+ H- Y) AAutomatic Conversion If the Bank determines, after having taken into account all shares tendered* j) v6 E: O0 E/ E s: @' K
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares& O- `* W( D( t7 V, d
Series 18, as the case may be, that there would be outstanding on such* D- M+ R# `! P! ?; F
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
& E$ z+ Z( y+ n6 r/ E0 g5 ?. dsuch remaining number of Preferred Shares Series 19 will automatically be# k5 A# L" @8 c
converted on such Series 19 Conversion Date into an equal number of
c" T6 N9 o0 h* h* z6 x: aPreferred Shares Series 18. Additionally, if the Bank determines that, after
3 m$ K0 i. M! e; t# o1 o* T6 uconversion, there would be outstanding on such Series 19 Conversion Date2 _& K" @/ m' X6 D, W% p: k6 i; \& e
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
. t& G4 A1 P s. Y) `Series 19 will be converted into Preferred Shares Series 18.
" q% ^; X9 R4 `: D+ i0 YVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares3 {% C( S# n* _5 \9 ^
Series 19 will not be entitled as such to receive notice of, attend, or vote at, \$ |9 Z5 K! r. Y! t+ i A
any meeting of the shareholders of the Bank unless and until the first time at1 R1 J; h% q+ ~. F3 w
which the Board of Directors has not declared the whole dividend on the! V, X2 F% ]4 m( m5 A# Z% V
Preferred Shares Series 19 in any quarter. In that event, subject as d- m! c0 B( g p8 `
hereinafter provided, the holders of Preferred Shares Series 19 will be
9 Z9 C4 f. N, i! {( X) |1 Rentitled to receive notice of, and to attend, meetings of shareholders at which5 R& j3 E! G# ^" O. ~* d$ n
directors of the Bank are to be elected and will be entitled to one vote for
" s* r. T4 K1 j# h0 \6 [6 Y7 j; jeach Preferred Share Series 19 held. The voting rights of the holders of the( Y0 I2 b3 y7 |5 s6 M: h# D/ o1 r
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
$ h8 S& ^; W1 T: |" N% {the first dividend on the Preferred Shares Series 19 to which the holders are3 b* j X6 b( H& T7 C8 K
entitled thereunder subsequent to the time such voting rights first arose until
a. [! K/ v* D9 V- j1 w5 ksuch time as the Bank may again fail to declare the whole dividend on the& v. `* F/ `' S9 P \
Preferred Shares Series 19 in respect of any quarter, in which event such& f+ ]3 r, m7 q
voting rights will become effective again and so on from time to time.
, F5 f7 C+ c& H2 C& ^" `: mS-6
. h: U$ G* s" V4 gPriority: The preferred shares of each series of the Bank will rank on a parity with V* p& x* D9 S" c
every other series and are entitled to preference over the common shares of) h1 |0 N: V9 D) r1 S0 T
the Bank and over any other shares of the Bank ranking junior to the
3 u* |1 G, t+ l% kpreferred shares with respect to the payment of dividends and upon any0 Y, C3 S, s$ U
distribution of assets in the event of the liquidation, dissolution or# `1 h1 ~- I" h; q
winding-up of the Bank.
9 t. G3 G6 n4 U$ W* K' iTax on Preferred Share The Bank will elect, in the manner and within the time provided under
, G, Y$ D% q0 y! K* H3 wDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares7 K7 R% B' @- R
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
! l. }5 E+ K8 ~dividends received on such shares under Part IV.1 of such Act. |
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