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发表于 2008-11-29 16:58
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下面是BMO的:
0 e# I/ `7 ]& \/ a. c0 OSUMMARY OF THE OFFERING
3 {5 X/ t y$ p) j0 zThis 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’’.
. o5 S. G+ `/ D' fIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.0 }* }6 x/ b4 z3 o* [
Amount: $150,000,000 (6,000,000 shares).
( v0 K) G N# `7 x9 \. @) U5 }2 sPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
0 [% w: J. C# wPrincipal Characteristics of the Preferred Shares Series 18* C5 O6 e( Y$ _/ e9 c8 T
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed/ q; \; G9 ]& s" \+ s( Y6 k
non-cumulative preferential cash dividends, as and when declared by the7 I7 w! X4 T8 P H4 _
Board of Directors, subject to the provisions of the Bank Act, for the initial( j2 W1 B+ T7 E- ~5 B+ z
period commencing on the closing date and ending on and including( s1 H* ]3 T: {) Q, ` U% d
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the! \& r* L |" ^0 y/ n
25th day of February, May, August and November in each year, at a rate
* ]! b" i. H( U5 i4 zequal to $0.40625 per share. The initial dividend, if declared, will be payable. V: S$ T* m8 \# F& }+ ?$ S
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing7 V: C2 I/ S: b; F; D
date of December 11, 2008.
) e8 w) r5 X4 ?1 b8 t/ f8 O8 Y! YFor each five-year period after the Initial Fixed Rate Period (each, a
: T, \- H" x5 C: C# U‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares; G* N( I! l+ I f6 j. q
Series 18 will be entitled to receive fixed non-cumulative preferential cash9 G. [! X+ z* y5 g# u! K$ u
dividends, as and when declared by the Board of Directors, subject to the
1 F9 Z; k \* c# z$ _provisions of the Bank Act, payable quarterly on the 25th day of February,
* S+ V5 W/ _( y7 YMay, August and November in each year, in the amount per share per annum
' L! @! y$ h" R5 X4 h! A, @determined by multiplying the Annual Fixed Dividend Rate applicable to
2 @# V- f, m& i( x" Dsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
% I& P% V3 H: n; ^3 cRate for the ensuing Subsequent Fixed Rate Period will be determined by the
3 a9 w! `% o7 b' D& I9 N" JBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
( B O& d+ Z7 H& s0 N- ^of such Subsequent Fixed Rate Period and will be equal to the sum of the* I- Y! Q5 _ S; n; Q# B
Government of Canada Yield on the applicable Fixed Rate Calculation Date. t& T6 `! u9 X) U! N
plus 3.83%.
0 R {6 Y: @2 q5 YIf the Board of Directors does not declare a dividend, or any part thereof, on
2 c! c2 l! H v. _4 ethe Preferred Shares Series 18 on or before the dividend payment date for a
$ F, m2 V# V& Iparticular quarter, then the entitlement of the holders of the Preferred U% |& ~) d) \ ^3 X' ~
Shares Series 18 to receive such dividend, or to any part thereof, for such
" `7 t0 K0 n" hquarter will be forever extinguished. J6 D& d* l5 b: D/ Y
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the+ [/ }# [5 d4 m# o7 X' s1 G
Superintendent and to the provisions described below under ‘‘Details of the
# {* ~, f$ [0 o( POffering — Certain Provisions of the Preferred Shares Series 18 as a
# @, ]! I* u- q8 f& p( \7 ~Series — Restrictions on Dividends and Retirement of Shares’’, on
. T* Q: d0 |, T/ o( AFebruary 25, 2014 and on February 25 every five years thereafter, on not t# q1 Z d# k# j$ d, S7 R
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any0 ^% [6 D) r' o% S/ E4 Q
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
! a8 H9 D2 ?$ F' twithout the consent of the holder, by the payment of an amount in cash for
\. g Y. P# ?: Eeach such share so redeemed of $25.00 together with all declared and unpaid
" _" q$ x1 X5 }% I( T' X; H% t8 Jdividends to the date fixed for redemption.
& T2 D$ x5 e+ [- z& F: u" tConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
0 s1 v8 f" o! A* pShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have6 l$ y' C* {* a7 R; O+ t" Y
the right, at their option, to convert, on February 25, 2014 and on6 ~1 K9 P/ x: E- \" n) `/ V
S-40 X3 ~8 t2 C! `4 `. k( k- h' K; J
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any' Y d1 p1 P+ T& K
or all of their Preferred Shares Series 18 into an equal number of Preferred ^. m5 e7 ]/ k
Shares Series 19 upon giving to the Bank notice thereof not earlier than
: `* R6 X9 I, i7 e! Y8 C1 j1 C; Y30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
1 J9 C. O, ]- n# E1 e: j0 fpreceding, a Series 18 Conversion Date.8 @5 l$ [; d. @" V" Q+ K, o
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
& X" g7 Y& P" I* j, C2 jProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares% v& p+ r6 X/ R- X6 a# \; w
Series 19, as the case may be, that there would be outstanding on such: w* j% |' P" K7 T1 i$ @. o
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,4 T+ j. b( g% M" Q$ ]
such remaining number of Preferred Shares Series 18 will automatically be9 a, H/ W6 V% i7 F# v! R* _
converted on such Series 18 Conversion Date into an equal number of
% s1 k$ L2 H' L3 k+ g* a$ uPreferred Shares Series 19. Additionally, if the Bank determines that, after
( I- t9 T! Z. g0 Y$ Jconversion, there would be outstanding on such Series 18 Conversion Date6 @4 N; G# ]" L& B: W% I5 r
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares2 q" d) a; Y% t5 _3 H) ^+ v \; _( {6 d0 L
Series 18 will be converted into Preferred Shares Series 19.: F6 k' `9 K! V" j
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares, N, U$ c) i9 m: D& x }
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
* q' C; ~; r8 R, O) X4 p5 s! gany meeting of the shareholders of the Bank unless and until the first time at
2 o7 B# ?) S1 O& `5 t" Ywhich the Board of Directors has not declared the whole dividend on the) u e e6 W7 [2 c O2 h, L7 B
Preferred Shares Series 18 in any quarter. In that event, subject as( Y. a# ?. ?5 x- y7 H
hereinafter provided, the holders of Preferred Shares Series 18 will be
4 q, [6 |8 N5 J8 B Y+ Oentitled to receive notice of, and to attend, meetings of shareholders at which
0 M7 X, M4 [) m' a2 L3 K+ adirectors of the Bank are to be elected and will be entitled to one vote for+ P1 a6 I) d! ~+ W8 l
each Preferred Share Series 18 held. The voting rights of the holders of the. X- n9 w$ @+ A& q% A% @1 Y
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
4 R9 y) a# q' k8 K; ~the first dividend on the Preferred Shares Series 18 to which the holders are3 s5 `1 D/ E) ^+ a7 D$ I+ @
entitled thereunder subsequent to the time such voting rights first arose until7 l3 X) T1 A! p
such time as the Bank may again fail to declare the whole dividend on the1 W8 T* i1 p" _
Preferred Shares Series 18 in respect of any quarter, in which event such
, J& F, H7 ?. M" a, G7 m, G4 ?voting rights will become effective again and so on from time to time.
1 u; e2 q! C+ \0 ?, tPrincipal Characteristics of the Preferred Shares Series 190 b; {# Y" o& R7 O \
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive, W; X* N2 }. G# \3 {* U
floating rate non-cumulative preferential cash dividends, as and when
6 q. h3 y7 J& z2 x, e4 @" E5 |declared by the Board of Directors, subject to the provisions of the Bank Act,2 G7 x: g5 l6 I, K8 d& M: l* l
payable quarterly on the 25th day of February, May, August and November
% I& F: Y' _" }. s, X1 f- t, Lin each year, in the amount per share determined by multiplying the* h i9 p C: L/ Y# `* U- D8 U
applicable Quarterly Floating Dividend Rate by $25.00.
2 @. O! }% B& t/ s6 X9 U# aOn the 30th day prior to the commencement of the initial quarterly dividend
: Y7 \1 U/ X7 \; Operiod beginning on February 25, 2014, and on the 30th day prior to the first' B5 |1 b; ^0 E$ M% v+ y$ c
day of each subsequent quarterly dividend period (the initial quarterly, |" o) ^) v# X- X! ]
dividend period and each subsequent quarterly dividend period is referred to
" c; @0 M; g9 d( _9 ^as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
0 N: U6 \( t' g. m8 FQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate/ U" N" P2 ^; ^. Z# n" g" Q7 U. q
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
5 W4 Z6 R. a3 M$ W& [0 w, yT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
: Y. g, l5 Y# i( I# ~0 Velapsed in the applicable Quarterly Floating Rate Period divided by 365)
+ Q9 Q) l; l6 g( F' Odetermined on the 30th day prior to the first day of the applicable Quarterly. K6 H1 w# ~4 [% w+ v
Floating Rate Period., p w4 f8 s' ^, b; ?
S-5
$ F Z' ]; F/ Q& F0 s7 QIf the Board of Directors does not declare a dividend, or any part thereof, on
- A# I. {( {5 hthe Preferred Shares Series 19 on or before the dividend payment date for a
/ u5 u9 b ~& e7 Wparticular quarter, then the entitlement of the holders of the Preferred
5 r% V- u% F, X d& _ o" k6 vShares Series 19 to receive such dividend, or to any part thereof, for such
. n& e& c5 `1 `4 uquarter will be forever extinguished.8 G- N% t. \7 I6 {: s
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
+ W! l; y* s' K8 |9 w) n, d; `Superintendent and to the provisions described below under the heading8 s9 {4 M, C- i2 Y2 G! W$ s
‘‘Details of the Offering — Certain Provisions of the Preferred Shares" _! p# ~9 Q: ?: |# p( @
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,/ K1 x3 R6 j" r( |0 Y: p3 ~" ]5 e) ?
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all& |; w/ ?2 S( A$ G; L$ ]
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s. z p; a+ x; J
option without the consent of the holder, by the payment of an amount in
" I$ A, Z0 r" N' {cash for each such share so redeemed of (i) $25.00 together with all declared! u7 Y4 P9 p7 O% j
and unpaid dividends to the date fixed for redemption in the case of, A# {& [& x$ U2 ^& P+ u
redemptions on February 25, 2019 and on February 25 every five years+ D8 g8 ~, A5 A3 [5 h
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
* z) y5 U& d; z" z% \- k# R; @2 H, ]the date fixed for redemption in the case of redemptions on any other date
! S' x. x+ M. Son or after February 25, 2014.
2 X: @7 r! o+ fConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic- b0 i7 h! l9 V& y" ?
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have0 f0 p# } m; L @
the right, at their option, to convert, on February 25, 2019 and on8 d+ v, f$ a6 t# A/ G
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
. e* a/ n4 o qor all of their Preferred Shares Series 19 into an equal number of Preferred
8 y, C2 j8 x/ z5 m- f- m% dShares Series 18 upon giving to the Bank written notice thereof not earlier
- K9 v4 W( ^2 W8 P1 W8 |: n5 fthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the4 q& N2 H5 r- }- ~" n
15th day preceding, a Series 19 Conversion Date., l/ v# Z, r9 \3 F8 {3 j: [
Automatic Conversion If the Bank determines, after having taken into account all shares tendered6 y" u c# b% @& o: ?+ X2 V
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
9 |! ]" u S" M, O* m* [Series 18, as the case may be, that there would be outstanding on such! S# S3 Z8 r. r$ a- c
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
* V" c2 D! G2 G. ^4 p# rsuch remaining number of Preferred Shares Series 19 will automatically be
" D1 P4 ]1 S( e7 I6 W; c% k) Nconverted on such Series 19 Conversion Date into an equal number of/ S7 W6 w& k) ]5 j
Preferred Shares Series 18. Additionally, if the Bank determines that, after
/ G0 p/ C0 B q( @! @1 Z8 Fconversion, there would be outstanding on such Series 19 Conversion Date4 ~3 L4 @6 f: }/ W1 q: ^' V( q% n4 u
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares/ p1 _7 w7 E; y& ?. P
Series 19 will be converted into Preferred Shares Series 18.
2 D" ]' t' d r5 U3 P6 O$ fVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares5 ]" v2 b# T7 {# _
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
" P9 |; I* w) v3 {' Y$ M1 x; cany meeting of the shareholders of the Bank unless and until the first time at
; `* U8 {' x5 dwhich the Board of Directors has not declared the whole dividend on the
7 Y' L7 Z/ T8 q) QPreferred Shares Series 19 in any quarter. In that event, subject as( m9 ~# l6 B- D2 w2 |; S
hereinafter provided, the holders of Preferred Shares Series 19 will be
5 j X( n" h9 N5 K0 u `7 ^& Sentitled to receive notice of, and to attend, meetings of shareholders at which
/ H/ M; j/ M; ?1 S" V1 }directors of the Bank are to be elected and will be entitled to one vote for( j8 n( M2 w' P N: M
each Preferred Share Series 19 held. The voting rights of the holders of the
) f. y d, U" Q/ n) KPreferred Shares Series 19 will forthwith cease upon payment by the Bank of3 ~" E- z6 g3 Z9 \4 p
the first dividend on the Preferred Shares Series 19 to which the holders are
: u' Y' g! n1 j* l+ D; _entitled thereunder subsequent to the time such voting rights first arose until! W# [* f8 Z& i- }
such time as the Bank may again fail to declare the whole dividend on the" R' k- {1 h0 ^/ @, K V
Preferred Shares Series 19 in respect of any quarter, in which event such
+ ?' a# F, C8 ^voting rights will become effective again and so on from time to time.6 d& G3 I* A* I
S-68 x: F+ H) u; d8 C: ^
Priority: The preferred shares of each series of the Bank will rank on a parity with
+ Y8 f" Z: Y! o* b/ Devery other series and are entitled to preference over the common shares of' u' V1 |6 G# L# B
the Bank and over any other shares of the Bank ranking junior to the2 Q* ~% a5 g7 b1 F
preferred shares with respect to the payment of dividends and upon any- O, P; [/ Q2 \2 d1 g* S
distribution of assets in the event of the liquidation, dissolution or
! T7 i7 k( g* M( a1 |3 o( [! _winding-up of the Bank.: @$ i) f8 O, q
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
/ l/ c3 H) E/ q4 yDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
! Q. J+ l/ x( {9 X1 oSeries 18 and Preferred Shares Series 19 will not be required to pay tax on( F1 b5 j( Y& @. Z
dividends received on such shares under Part IV.1 of such Act. |
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