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发表于 2008-11-29 16:58
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下面是BMO的:
2 D$ A8 b3 s" {; {SUMMARY OF THE OFFERING
+ U& y6 u- Q' i& q( 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’’.
- w+ a; G. K% }' A1 nIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.: r6 P, V7 ^. G a8 ^5 n
Amount: $150,000,000 (6,000,000 shares).
0 G0 i* g2 D; o; r2 g" @: dPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
3 ?0 I# b$ a7 u/ ?Principal Characteristics of the Preferred Shares Series 18
; p( U4 D, h& h. X8 C6 ^8 [Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed0 Q q/ U: y8 t) C1 ~% |! P
non-cumulative preferential cash dividends, as and when declared by the/ i+ e, F5 m! d. T3 L
Board of Directors, subject to the provisions of the Bank Act, for the initial
2 J2 }/ u! p' vperiod commencing on the closing date and ending on and including
) S1 p7 I9 w# Q$ P! yFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the x, [7 X4 L+ F2 D( n! {2 y8 u
25th day of February, May, August and November in each year, at a rate
, {2 B2 W4 Z# R9 |, Y4 C9 [equal to $0.40625 per share. The initial dividend, if declared, will be payable5 P/ \1 [7 D4 b" \$ {7 A
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing/ \; p D9 {- {, c
date of December 11, 2008.
, r9 i9 m3 G. u: J$ k$ v3 tFor each five-year period after the Initial Fixed Rate Period (each, a! V5 P' S0 N% ]0 h4 S: j" l3 v9 d0 c
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares) ?, F5 o- ^( e. h; X; u; y; f" [
Series 18 will be entitled to receive fixed non-cumulative preferential cash" H4 u" w4 v& ]0 O5 F. v8 u; j
dividends, as and when declared by the Board of Directors, subject to the
" C8 V1 W4 I1 ^; X$ V( C1 X( yprovisions of the Bank Act, payable quarterly on the 25th day of February,
/ i! ^ W: I0 C* FMay, August and November in each year, in the amount per share per annum( S( w. }; w \% F& c
determined by multiplying the Annual Fixed Dividend Rate applicable to l$ y+ e0 s; L: v$ m
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
0 e1 h) L' B) a1 S( q; ?6 c0 }; @Rate for the ensuing Subsequent Fixed Rate Period will be determined by the, U3 }% q& G$ v1 W% W2 s4 z% J
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day5 W1 f% X. N) r- I: Y
of such Subsequent Fixed Rate Period and will be equal to the sum of the1 M9 u R+ N" F9 B
Government of Canada Yield on the applicable Fixed Rate Calculation Date% r: {) W9 M5 ^% s
plus 3.83%.
7 K1 ]" A* `& L* O+ sIf the Board of Directors does not declare a dividend, or any part thereof, on( e. v6 d+ Z0 o2 c, v
the Preferred Shares Series 18 on or before the dividend payment date for a; ^' R* t/ U N% _9 s
particular quarter, then the entitlement of the holders of the Preferred
7 X9 r2 ]7 `; n3 e3 h; N8 C1 Q3 fShares Series 18 to receive such dividend, or to any part thereof, for such6 _9 @8 f, W3 }1 R2 P
quarter will be forever extinguished.
' ?8 a, J' c) X# w9 i/ H/ oRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
8 e5 a0 z$ E/ g" C( G- lSuperintendent and to the provisions described below under ‘‘Details of the' ^8 K- V! s* z' G- Q
Offering — Certain Provisions of the Preferred Shares Series 18 as a- L; K0 ]8 ]$ @1 o( s! j8 r! H' ^
Series — Restrictions on Dividends and Retirement of Shares’’, on
+ d w+ ~/ X, QFebruary 25, 2014 and on February 25 every five years thereafter, on not8 ^) E! ^, } u1 v8 |- C% v
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
2 U$ F6 e- e @part of the then outstanding Preferred Shares Series 18, at the Bank’s option
# c& N) u3 j/ Y. @without the consent of the holder, by the payment of an amount in cash for
% U( ]1 y6 w) U+ {5 W8 G8 peach such share so redeemed of $25.00 together with all declared and unpaid
+ f& X: h+ J3 M& H# @( W" e* \% I( y8 Rdividends to the date fixed for redemption.5 e p- X0 [$ A/ K2 B, g; T
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
% ]4 v3 c! p' O. h0 R' ]: kShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have. d) H. j% p6 k& j3 p
the right, at their option, to convert, on February 25, 2014 and on
6 f# o& D( O4 L3 s& @S-4
9 I5 L2 @* G2 l, C A/ F/ YFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any9 N% k2 C/ X+ {' p' \) ~/ l
or all of their Preferred Shares Series 18 into an equal number of Preferred$ C7 B3 v$ A# }8 ^4 K4 p$ d! Y) `
Shares Series 19 upon giving to the Bank notice thereof not earlier than& I4 e1 L7 A. [% V
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day- O ?0 g% Q/ E9 b' J
preceding, a Series 18 Conversion Date.
9 W! a$ G" K5 `' p7 SAutomatic Conversion If the Bank determines, after having taken into account all shares tendered' z2 G( I# Z/ V1 ?# |, A5 D/ h* v
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares: E- @; U0 O, D1 _- v2 E6 t7 t$ u
Series 19, as the case may be, that there would be outstanding on such
6 Z, ~. S# V( i5 S T3 xSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,' w0 w' }+ T' Q0 u
such remaining number of Preferred Shares Series 18 will automatically be
, S1 V6 [8 D: O. ^; e" t- ?8 Sconverted on such Series 18 Conversion Date into an equal number of
/ P" P, @) s" Z9 vPreferred Shares Series 19. Additionally, if the Bank determines that, after
" ^4 M" m0 R# e7 {conversion, there would be outstanding on such Series 18 Conversion Date
& @0 z, e3 ]4 Q: {1 s5 Kless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares. M% @0 o5 S: G' k+ a+ a( i
Series 18 will be converted into Preferred Shares Series 19.
8 [0 G2 a4 ^+ a" E# P+ _Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares7 M) E# s( A# ]3 ]5 r' J
Series 18 will not be entitled as such to receive notice of, attend, or vote at,7 A8 f% Q+ a; ` N$ v: `
any meeting of the shareholders of the Bank unless and until the first time at, q7 @$ ]9 d8 E9 O7 s
which the Board of Directors has not declared the whole dividend on the8 u4 P! V8 t" S; J
Preferred Shares Series 18 in any quarter. In that event, subject as
% p# @9 b; `3 b1 y' r7 rhereinafter provided, the holders of Preferred Shares Series 18 will be- R5 @+ q. Z5 r
entitled to receive notice of, and to attend, meetings of shareholders at which9 X: m+ q! f! \5 i) X. R
directors of the Bank are to be elected and will be entitled to one vote for# C( V, D: U6 f6 d" M: T
each Preferred Share Series 18 held. The voting rights of the holders of the6 M) \& Z4 P9 R+ i
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of6 b5 d/ U( _4 |: m8 F$ P4 A m* O
the first dividend on the Preferred Shares Series 18 to which the holders are
% f! [! @/ B8 V; c6 Q! x) Qentitled thereunder subsequent to the time such voting rights first arose until, j; g# j; f/ Q, `% x; {5 d+ C
such time as the Bank may again fail to declare the whole dividend on the
; n6 E5 f& P; v& M3 X' RPreferred Shares Series 18 in respect of any quarter, in which event such
- E! s9 f2 ? \5 Yvoting rights will become effective again and so on from time to time.
3 ~ [# a# a: A, O* f0 ePrincipal Characteristics of the Preferred Shares Series 190 v& |% s* S) ~8 M% b. `' }' n
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
* s) }. T, G5 X& s) ^floating rate non-cumulative preferential cash dividends, as and when
$ D c- i# m6 S# w, H( c! J- vdeclared by the Board of Directors, subject to the provisions of the Bank Act, S: {: u a. \& P8 ]
payable quarterly on the 25th day of February, May, August and November
5 g/ a" K( r) }% V8 B `in each year, in the amount per share determined by multiplying the
; M* |& L2 e, N4 l; m5 {" Mapplicable Quarterly Floating Dividend Rate by $25.00.
7 P4 d( j* ~& T; F, z; _On the 30th day prior to the commencement of the initial quarterly dividend
- j$ U# h# I' v# C' Lperiod beginning on February 25, 2014, and on the 30th day prior to the first
2 b7 ^7 c6 @# ]! z! jday of each subsequent quarterly dividend period (the initial quarterly
N& m" q# P/ a" x Ldividend period and each subsequent quarterly dividend period is referred to
- j# ]; Z6 ]6 S4 ^. J0 B% Q) Nas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the; x0 E* w' K7 a& A4 S8 h4 P
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate: V( Y2 z# e. k
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
; s: S3 C* B7 Q' h8 y# F dT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days- p3 n. C' W% u! D2 v7 l* |( \! V! R
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
1 Z- x& p- f4 Ydetermined on the 30th day prior to the first day of the applicable Quarterly
/ Y9 {7 S0 C* Y0 w9 j( V9 ^Floating Rate Period.$ }% D, N5 T% @9 {
S-5
U7 o' i( x% c3 bIf the Board of Directors does not declare a dividend, or any part thereof, on
4 |- F( ?! v9 P, B8 f9 q3 Y' lthe Preferred Shares Series 19 on or before the dividend payment date for a7 Z0 R3 E: R) {! X
particular quarter, then the entitlement of the holders of the Preferred* d8 k% P. B+ R) O( `3 D
Shares Series 19 to receive such dividend, or to any part thereof, for such
0 T% a! d# K1 Yquarter will be forever extinguished.
. C( u" W9 n1 \+ s3 [5 r$ f& cRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
/ C9 Q9 Z8 n: p9 x1 X/ ^5 f3 eSuperintendent and to the provisions described below under the heading
! C/ Z- _; r) \) u/ J* r% P‘‘Details of the Offering — Certain Provisions of the Preferred Shares
4 e8 b4 w- s( y: v; F; |Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
6 q z% j) W3 D) a1 k9 Gon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
3 W3 P+ n- n1 G5 O9 Sor any part of the then outstanding Preferred Shares Series 19, at the Bank’s, v0 a+ c( z" U& Y- `/ S t7 i
option without the consent of the holder, by the payment of an amount in5 ?; Q" }9 r' m" F
cash for each such share so redeemed of (i) $25.00 together with all declared: q% r; I% s! q5 n; l
and unpaid dividends to the date fixed for redemption in the case of
: a& I* H V5 zredemptions on February 25, 2019 and on February 25 every five years s$ u6 K" ^7 s0 R9 o) u5 S2 V. j8 c
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to4 I: n% v* x) K `( w& T4 i1 n
the date fixed for redemption in the case of redemptions on any other date
1 q% {# u- `) Lon or after February 25, 2014.
/ r7 K" N; N' m$ z$ b; bConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic' p& H0 X- D) K9 j& p" }
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have8 T- `; j- K& G: N E
the right, at their option, to convert, on February 25, 2019 and on
- b0 w9 s. B, }February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any/ _6 H7 C. U% G
or all of their Preferred Shares Series 19 into an equal number of Preferred
8 `+ u- h8 j3 _Shares Series 18 upon giving to the Bank written notice thereof not earlier$ y! Q7 E1 n3 a4 b
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
* z! Y. o+ ^+ {1 V7 A15th day preceding, a Series 19 Conversion Date.. O V; V% h: u8 r( C+ t3 \
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
: T2 O+ l$ M4 s( k LProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
: a: y0 ~# B2 O2 ]4 ISeries 18, as the case may be, that there would be outstanding on such
% X7 u- {: H+ j4 T q1 SSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,& o" z: \5 H3 e" L4 r5 E: I' S) |; C
such remaining number of Preferred Shares Series 19 will automatically be
A3 z9 a, a& ` wconverted on such Series 19 Conversion Date into an equal number of, O' I1 @4 u* x
Preferred Shares Series 18. Additionally, if the Bank determines that, after. ~+ W5 u. K: Y0 S# I( ^
conversion, there would be outstanding on such Series 19 Conversion Date5 r" x+ L/ C4 p7 M! d
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares- e. X8 ?; g# X
Series 19 will be converted into Preferred Shares Series 18.
! n! V! D$ i; h6 V/ Y* `- lVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares* \7 Q+ V1 o- N. t; [/ H( m ~3 s
Series 19 will not be entitled as such to receive notice of, attend, or vote at,. q- ^7 @. o5 L7 \$ _
any meeting of the shareholders of the Bank unless and until the first time at! Q+ M6 R1 |: z9 B! Y# Y h
which the Board of Directors has not declared the whole dividend on the
& o* }) M+ e' N2 `2 u7 R0 \Preferred Shares Series 19 in any quarter. In that event, subject as# Q6 w# ^+ e) Q
hereinafter provided, the holders of Preferred Shares Series 19 will be+ W" I( F: ?9 L7 P9 a% Z
entitled to receive notice of, and to attend, meetings of shareholders at which
$ X0 G! ~/ B# N5 qdirectors of the Bank are to be elected and will be entitled to one vote for
3 \& A, n" j4 x" \each Preferred Share Series 19 held. The voting rights of the holders of the
- ? B5 ?' U; u: wPreferred Shares Series 19 will forthwith cease upon payment by the Bank of5 a- D/ K+ S. }- X$ S8 S. ]
the first dividend on the Preferred Shares Series 19 to which the holders are8 A) t3 ^9 h/ N) n5 p8 W
entitled thereunder subsequent to the time such voting rights first arose until6 V9 e8 k/ [2 }5 u
such time as the Bank may again fail to declare the whole dividend on the
e% n7 z) u3 m5 C9 dPreferred Shares Series 19 in respect of any quarter, in which event such, L& _3 U( B9 j( [6 ?( u4 T G+ T, w" A
voting rights will become effective again and so on from time to time.
, l8 y0 _% k& g# r2 |S-6
9 x9 {) |1 j) Y5 U7 O* dPriority: The preferred shares of each series of the Bank will rank on a parity with3 U, E+ o# n- o% D- W
every other series and are entitled to preference over the common shares of
/ x+ t$ G. }* pthe Bank and over any other shares of the Bank ranking junior to the
' ^- G+ g- k0 }+ y. w; A; Z* d Gpreferred shares with respect to the payment of dividends and upon any% U! r6 n# P6 W# Q
distribution of assets in the event of the liquidation, dissolution or. e( U7 B% `7 d# P' I0 V
winding-up of the Bank.9 i$ m9 z( e9 }4 p: ~! E
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under* m1 L: M' l2 f1 Z
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares2 f; h$ s; D! F* ^
Series 18 and Preferred Shares Series 19 will not be required to pay tax on: B5 ?& q9 `0 V' E1 f. N
dividends received on such shares under Part IV.1 of such Act. |
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