 鲜花( 26)  鸡蛋( 0)
|

楼主 |
发表于 2008-11-29 16:58
|
显示全部楼层
下面是BMO的:
4 m8 y0 p/ w, j' i' e/ }SUMMARY OF THE OFFERING" u/ i* _) ?% o) t$ ?3 \+ ]
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’’.) ]4 E' T0 S- [( q7 a
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.% L: C: A7 g8 @+ |7 Q7 y1 H
Amount: $150,000,000 (6,000,000 shares).: \1 C- [" u9 S" ]( z e; E
Price and Yield: $25.00 per share to yield initially 6.50% per annum.5 C/ y$ a$ J+ \3 k0 k0 L
Principal Characteristics of the Preferred Shares Series 18 f- s# t; a8 f) M8 e9 |+ k
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed2 J0 f5 g6 ~1 Z5 Q) [- R5 s
non-cumulative preferential cash dividends, as and when declared by the9 D7 T0 P& Q7 z$ ^6 e! I2 h- c7 P- Y
Board of Directors, subject to the provisions of the Bank Act, for the initial
& U8 @# e- z) E1 a* F* Eperiod commencing on the closing date and ending on and including9 g6 _% z1 C. A" K B$ M0 x" W4 w
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the8 K% X! B+ u4 H* Q
25th day of February, May, August and November in each year, at a rate
. ^- r2 ~$ x: _' Pequal to $0.40625 per share. The initial dividend, if declared, will be payable
0 n7 d( h, D! @; VMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
9 s9 p' E$ [ }; n4 k, Idate of December 11, 2008.3 U, g4 P! ]" I
For each five-year period after the Initial Fixed Rate Period (each, a
( k: u; j. }9 ]- v‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
- i @$ L; R1 B1 |Series 18 will be entitled to receive fixed non-cumulative preferential cash
( T Q' Q; i4 I6 }dividends, as and when declared by the Board of Directors, subject to the3 P+ a3 \; |3 a) l* B: r( J' W
provisions of the Bank Act, payable quarterly on the 25th day of February,
. w7 T& ^0 V+ v" D; QMay, August and November in each year, in the amount per share per annum. a+ H' }, i4 M$ V" W3 W$ d
determined by multiplying the Annual Fixed Dividend Rate applicable to! S& ~" f) i& z0 P3 ]: g4 C
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
$ x& m3 m( V I9 B: ]Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
: D, T0 C/ p7 a# M' r9 f3 G3 cBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day6 C; h/ Q' e# r
of such Subsequent Fixed Rate Period and will be equal to the sum of the- O9 h5 {5 S+ J! C9 R' R; G2 V0 }
Government of Canada Yield on the applicable Fixed Rate Calculation Date
# A* y8 t" L' Z2 x$ `3 F3 Xplus 3.83%.
8 e, l k) {5 u& o: XIf the Board of Directors does not declare a dividend, or any part thereof, on; _( J1 [, p, o7 h z
the Preferred Shares Series 18 on or before the dividend payment date for a
9 u0 R5 k g4 F* q+ `: [. B7 ?, xparticular quarter, then the entitlement of the holders of the Preferred
" l& G! J. { j+ u$ C3 U8 s3 ? HShares Series 18 to receive such dividend, or to any part thereof, for such
5 V! u! e I+ D, xquarter will be forever extinguished.+ U" l7 s. A* V
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the4 R0 a: g- ]- b; r: G/ }
Superintendent and to the provisions described below under ‘‘Details of the
4 w# E! s9 ^( r* c5 QOffering — Certain Provisions of the Preferred Shares Series 18 as a T- K0 H/ S6 L3 [: K
Series — Restrictions on Dividends and Retirement of Shares’’, on
f3 B& _& \' [$ w: B" ]7 PFebruary 25, 2014 and on February 25 every five years thereafter, on not
, R, Q! } q* I7 T0 Kmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any# I5 `' T; n) V% G% D- @9 O" y
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
' r" Y2 v4 j+ I+ e5 S2 o$ Kwithout the consent of the holder, by the payment of an amount in cash for7 J$ k/ o6 e# i. q8 u4 Q3 d
each such share so redeemed of $25.00 together with all declared and unpaid& V: d# z7 I3 F" L/ t! w) u
dividends to the date fixed for redemption.
& L$ I* [4 M. |; \5 JConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic' `% g/ z6 _5 i+ ^5 N+ c1 Y- ~ @, S
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
' b: j' J) ~8 [6 T7 {( h" f8 Qthe right, at their option, to convert, on February 25, 2014 and on
. l1 n7 _6 k0 V* vS-4% y0 P+ \* Z' Z5 s
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
/ I8 T+ [0 k" I4 ]- _+ d2 ror all of their Preferred Shares Series 18 into an equal number of Preferred1 H' k. H) ]9 Z
Shares Series 19 upon giving to the Bank notice thereof not earlier than6 g% l3 V. F$ s% ^; b" ?
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day. Y" x# `! Y% ^
preceding, a Series 18 Conversion Date.
- E2 G: O4 U- i4 w) k: w1 w6 @* E% TAutomatic Conversion If the Bank determines, after having taken into account all shares tendered% P/ p$ p/ R' g
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares) g! p5 ?2 |1 p7 k! r
Series 19, as the case may be, that there would be outstanding on such
# A& Z9 z9 A' q# s4 Z" u0 GSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
% Q( ?: _" p" xsuch remaining number of Preferred Shares Series 18 will automatically be
% a- ]* r3 x ?) y econverted on such Series 18 Conversion Date into an equal number of; G( j% m; }! }8 N# D1 b, h
Preferred Shares Series 19. Additionally, if the Bank determines that, after- w% u; |' ?( T1 w/ C% _- o
conversion, there would be outstanding on such Series 18 Conversion Date* A2 v5 l0 a$ j
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares! ~4 z1 u7 j' I
Series 18 will be converted into Preferred Shares Series 19.
p+ S9 l- ~7 L6 M- V4 V3 i7 OVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
0 |$ a, c8 ~2 c2 nSeries 18 will not be entitled as such to receive notice of, attend, or vote at,/ T) M1 J6 e" n9 D
any meeting of the shareholders of the Bank unless and until the first time at
4 w8 S) E9 [. _which the Board of Directors has not declared the whole dividend on the
; z; S6 x% {' i, ZPreferred Shares Series 18 in any quarter. In that event, subject as
4 l% v8 W! U$ whereinafter provided, the holders of Preferred Shares Series 18 will be4 C+ F) ], L) @2 ?
entitled to receive notice of, and to attend, meetings of shareholders at which
2 z5 K' n. j2 Z; g% H2 [directors of the Bank are to be elected and will be entitled to one vote for0 J- c5 Z1 Z1 p( }1 T
each Preferred Share Series 18 held. The voting rights of the holders of the
3 W* o/ n# t' I6 a$ y* x3 TPreferred Shares Series 18 will forthwith cease upon payment by the Bank of4 U7 J1 E8 B8 b( U, q
the first dividend on the Preferred Shares Series 18 to which the holders are* U, f# W& U& h" ~$ t T( I
entitled thereunder subsequent to the time such voting rights first arose until; l! t& p+ o' [7 V, e8 O2 S1 p
such time as the Bank may again fail to declare the whole dividend on the
/ {/ g6 G! i: a# {, ~Preferred Shares Series 18 in respect of any quarter, in which event such
; B+ c% {+ m+ m. H9 }voting rights will become effective again and so on from time to time.9 f! k; a( O0 Z0 r' ~) h# }/ r' k) _6 U
Principal Characteristics of the Preferred Shares Series 19
4 I# ?: W: |5 i* mDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
% P- O& L" o' nfloating rate non-cumulative preferential cash dividends, as and when! h6 w; V( k+ H5 W
declared by the Board of Directors, subject to the provisions of the Bank Act,
+ c' b5 x+ A% g' v2 c( ?payable quarterly on the 25th day of February, May, August and November: G( F4 ]7 d" g, `* L9 E& X) Z
in each year, in the amount per share determined by multiplying the6 ~# O# O3 j0 U7 o
applicable Quarterly Floating Dividend Rate by $25.00.
4 ^- x( H1 g8 d: X% R( }On the 30th day prior to the commencement of the initial quarterly dividend/ \6 l- K% o5 N( W) @& y
period beginning on February 25, 2014, and on the 30th day prior to the first
$ ~8 i5 S! @: L( P% @7 S0 @day of each subsequent quarterly dividend period (the initial quarterly
! c' L' d% Z: l$ Vdividend period and each subsequent quarterly dividend period is referred to
9 @, Z0 F9 y* Gas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the' ]( e J5 Z1 k) x3 h
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate% |5 x. n( ~+ `( V
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the% z! @6 u8 B# c" _: J
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
( A, I1 j# E& \. _! ?2 Telapsed in the applicable Quarterly Floating Rate Period divided by 365)4 c7 i) P; v& q6 O; G
determined on the 30th day prior to the first day of the applicable Quarterly
1 g3 ?0 e) E; [' D1 eFloating Rate Period.1 m& g* v( q; O X( s2 i9 ?, S s: ~
S-5/ B, D' p) y" n& A t5 `
If the Board of Directors does not declare a dividend, or any part thereof, on
L2 v$ R/ B/ k/ `4 @the Preferred Shares Series 19 on or before the dividend payment date for a
7 B. s1 |- R! Qparticular quarter, then the entitlement of the holders of the Preferred
+ Z/ Q$ p, d. |) i( ^Shares Series 19 to receive such dividend, or to any part thereof, for such" S3 k4 Z" }- j/ \
quarter will be forever extinguished.) d3 T, s" m! _; [. g' E
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
3 T% g. J. m+ z! JSuperintendent and to the provisions described below under the heading% B5 o0 l, B! e# X8 ]- i
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
! s# k, J# C+ y+ L% h% \. USeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’, m# D7 D. i6 Y9 ^3 `9 Y7 P
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
) s M3 g" h3 d4 J! Q; x, k! jor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
, T* ^4 l3 B q! h" `) aoption without the consent of the holder, by the payment of an amount in
" D: @8 a: [ h& g; }: y3 Ccash for each such share so redeemed of (i) $25.00 together with all declared
% p0 C) s ^" ~% N" g$ r" k/ d% cand unpaid dividends to the date fixed for redemption in the case of* B& S* c( U' u" H4 F( \
redemptions on February 25, 2019 and on February 25 every five years: [. z. i1 C$ i
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
6 P% f" W. `6 p# Cthe date fixed for redemption in the case of redemptions on any other date
0 t9 y* F% \6 G! ~0 i* E' eon or after February 25, 2014.
) \4 l: X- A3 ?! v5 h) {1 r! DConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic" h2 r4 r7 Q7 b3 ?& T T3 y
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have6 k5 a! e9 n6 A' c5 J" x
the right, at their option, to convert, on February 25, 2019 and on' e3 Z, M; A( p' s5 B+ T
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any" D9 @: X9 e7 y1 {5 O1 p/ z6 b
or all of their Preferred Shares Series 19 into an equal number of Preferred
8 T; n0 O" j6 zShares Series 18 upon giving to the Bank written notice thereof not earlier
* X( C, ]5 H6 fthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
- L$ Z4 v3 H0 n# D15th day preceding, a Series 19 Conversion Date.
* V6 f9 z! [. S/ T9 h, s4 FAutomatic Conversion If the Bank determines, after having taken into account all shares tendered! E& i# T9 V ]" F
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
; D: x! W" E3 \Series 18, as the case may be, that there would be outstanding on such% b: P; B" t! C, b8 }, l& @
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,9 @7 }1 }4 n; C5 x; _
such remaining number of Preferred Shares Series 19 will automatically be9 p3 B. h' S- P5 C$ b
converted on such Series 19 Conversion Date into an equal number of
& ?2 @ Z: p0 t% N1 k8 WPreferred Shares Series 18. Additionally, if the Bank determines that, after2 D- `" _9 V2 l( u U( Q
conversion, there would be outstanding on such Series 19 Conversion Date
/ `4 A7 O2 R1 \3 t2 [less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
9 Y* E( Z( }9 U( g z$ ]Series 19 will be converted into Preferred Shares Series 18.
, T0 b) w8 D$ b8 k/ hVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
) g) E: U4 r1 }2 v! QSeries 19 will not be entitled as such to receive notice of, attend, or vote at,. j/ c" m: W+ ?, U6 Y f
any meeting of the shareholders of the Bank unless and until the first time at
8 s9 b; D+ v& O3 X7 F6 Rwhich the Board of Directors has not declared the whole dividend on the$ G0 _/ U2 W$ R+ x, r/ S
Preferred Shares Series 19 in any quarter. In that event, subject as
6 q' Y, p% M! k: Ahereinafter provided, the holders of Preferred Shares Series 19 will be2 y: x" T' D) A- _& j$ v
entitled to receive notice of, and to attend, meetings of shareholders at which" x e9 x3 a. G: S* P
directors of the Bank are to be elected and will be entitled to one vote for
6 P C' M: R& H. I; D8 @" N. [, peach Preferred Share Series 19 held. The voting rights of the holders of the, [2 f: ]; H+ P9 H
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of$ }6 u4 |& i+ b b0 V1 r7 S3 r
the first dividend on the Preferred Shares Series 19 to which the holders are
& \/ T& _* p6 P; U2 {# aentitled thereunder subsequent to the time such voting rights first arose until
( ~& ]6 n- i8 O+ R! v) z% msuch time as the Bank may again fail to declare the whole dividend on the
! C& ~! Z; b; P# }: w* LPreferred Shares Series 19 in respect of any quarter, in which event such$ h% r9 k2 m n
voting rights will become effective again and so on from time to time.
3 C) H6 S8 r7 e( \: ~S-6
' w# y' y% g& ?Priority: The preferred shares of each series of the Bank will rank on a parity with
2 a8 R+ `8 P& b0 v+ V( [/ w9 _1 ?every other series and are entitled to preference over the common shares of
( {% A8 b0 h3 n* f, x) G: Z- Bthe Bank and over any other shares of the Bank ranking junior to the
' x/ }5 d3 P2 s2 A" H# Y/ `: Fpreferred shares with respect to the payment of dividends and upon any
8 t. \2 q7 q7 ?( r, sdistribution of assets in the event of the liquidation, dissolution or2 J6 F! t n$ E9 Y
winding-up of the Bank.
3 a6 i1 L1 l' x5 v" b% NTax on Preferred Share The Bank will elect, in the manner and within the time provided under
) W" T9 E% X: G% x* ZDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
, a6 @$ U9 \( ESeries 18 and Preferred Shares Series 19 will not be required to pay tax on
" X/ V" k, z: L. S) X; o+ p- Edividends received on such shares under Part IV.1 of such Act. |
|