 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:
2 b6 |$ J6 W' j! d7 |: G: S3 u" U j/ g* TSUMMARY OF THE OFFERING2 D% k. J" i# I9 c6 m; j) ?, N2 m P
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’’. X$ k' A: a$ d2 A, {
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.4 X( v9 o% l$ y( S, j% J
Amount: $150,000,000 (6,000,000 shares).$ u* W8 A4 S w: c+ I) p6 A
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
7 k: u9 S2 S* G5 `% ~Principal Characteristics of the Preferred Shares Series 18$ \( v2 f1 y+ S! q5 V
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
5 H, ^) `- i8 a1 k* G* f/ tnon-cumulative preferential cash dividends, as and when declared by the* C s& e/ g s0 ~; u
Board of Directors, subject to the provisions of the Bank Act, for the initial
+ g0 I$ i" P! `9 T7 V! z8 `" speriod commencing on the closing date and ending on and including& _& _; B. P; d- z
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
/ }6 D- C( G$ W3 X, H25th day of February, May, August and November in each year, at a rate- L$ G _, f8 v7 T
equal to $0.40625 per share. The initial dividend, if declared, will be payable% Z M' l* }: f
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
5 T8 K, F w pdate of December 11, 2008.
- M' L% S+ g2 f: sFor each five-year period after the Initial Fixed Rate Period (each, a. s5 C4 h' y' H$ q
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares! U4 |" e& e3 P8 y7 L/ C
Series 18 will be entitled to receive fixed non-cumulative preferential cash$ k0 C& N, G1 g, l: f. M$ h
dividends, as and when declared by the Board of Directors, subject to the' _/ i0 ]. r) B0 F& V! k
provisions of the Bank Act, payable quarterly on the 25th day of February,5 _9 {4 f' G- r5 q$ H
May, August and November in each year, in the amount per share per annum- E& @0 z1 k9 w% y( u
determined by multiplying the Annual Fixed Dividend Rate applicable to: h: E: ~# ^0 E: e n* j
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
: k5 b) s$ k& m o% I% I# hRate for the ensuing Subsequent Fixed Rate Period will be determined by the
" B1 }) R4 \5 c2 OBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
# n" |& G4 z3 Q( G8 n; y* yof such Subsequent Fixed Rate Period and will be equal to the sum of the t1 G8 ~* W' H. Y: H7 u* i
Government of Canada Yield on the applicable Fixed Rate Calculation Date+ w" z4 o/ z8 ?; K; m7 Z4 g( e/ _
plus 3.83%.5 Z; w: K$ K- c9 b7 w: o
If the Board of Directors does not declare a dividend, or any part thereof, on, |) P9 R7 v! l
the Preferred Shares Series 18 on or before the dividend payment date for a
$ ~- u \7 ^% M$ L7 sparticular quarter, then the entitlement of the holders of the Preferred- h/ K( K* [: _% P' V
Shares Series 18 to receive such dividend, or to any part thereof, for such+ C, z1 W& ^, O9 j& ?" f. I
quarter will be forever extinguished.& m8 N7 f- x$ c7 g+ m8 v
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
7 |! m5 u; \- ^# ZSuperintendent and to the provisions described below under ‘‘Details of the, q) m: @9 T' W
Offering — Certain Provisions of the Preferred Shares Series 18 as a
4 f; a% r* B2 k$ D% c \% lSeries — Restrictions on Dividends and Retirement of Shares’’, on
$ j" F9 m5 \ V; f& b- ^February 25, 2014 and on February 25 every five years thereafter, on not
; M! b. Y3 u d/ g- Wmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
4 P* e$ Q) f( _ }part of the then outstanding Preferred Shares Series 18, at the Bank’s option, s- L( V2 x" S* |0 B5 _3 D
without the consent of the holder, by the payment of an amount in cash for. I7 V) Q0 z+ G Q, [
each such share so redeemed of $25.00 together with all declared and unpaid0 v* _! S' F. h& h
dividends to the date fixed for redemption.
7 q6 L# R! h) k# G" A+ z! {% Y5 M0 N' AConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic; H, G( l9 b3 @9 h
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
" C, z$ B Q# ?% d l3 `the right, at their option, to convert, on February 25, 2014 and on
3 B$ }$ n, j) x( @& U& A. @S-4
# r- o! w! X" qFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any! u$ M6 a8 H$ n. o$ e' u7 |
or all of their Preferred Shares Series 18 into an equal number of Preferred
0 a, }8 v5 U& w, q- V, rShares Series 19 upon giving to the Bank notice thereof not earlier than
4 r( G' a, j. `& n. v30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day5 Y$ E+ I1 m. l+ ~4 Q
preceding, a Series 18 Conversion Date.6 U) d4 i8 h) C2 e
Automatic Conversion If the Bank determines, after having taken into account all shares tendered) `' `0 c. F/ {
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
8 t9 }1 n" v8 p0 T* l5 ISeries 19, as the case may be, that there would be outstanding on such3 P) K" v1 y3 T1 c- F
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
( q7 `) b8 h6 \+ _. ksuch remaining number of Preferred Shares Series 18 will automatically be: U- d7 p; p8 L" e* Z5 X
converted on such Series 18 Conversion Date into an equal number of
, D% ?8 F4 H* k' ^/ vPreferred Shares Series 19. Additionally, if the Bank determines that, after
5 m5 |- h) @$ s' g8 E* {' lconversion, there would be outstanding on such Series 18 Conversion Date& u/ d V. T% G. c1 l' O6 y" s
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares: |4 d; R2 c0 B% g' Q
Series 18 will be converted into Preferred Shares Series 19." C, o* h" k5 L5 r9 b1 y% r( T7 |
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
' c* l( b9 b! ^* f2 O$ rSeries 18 will not be entitled as such to receive notice of, attend, or vote at,! {8 P' ~; o" I: U
any meeting of the shareholders of the Bank unless and until the first time at5 O. L' d1 w' u: ^. C q/ @. E+ Z
which the Board of Directors has not declared the whole dividend on the
( i$ t3 r+ U7 }, WPreferred Shares Series 18 in any quarter. In that event, subject as
: _/ B* m- @3 H* K; G) nhereinafter provided, the holders of Preferred Shares Series 18 will be
. U V; \% ?& T& m3 s7 hentitled to receive notice of, and to attend, meetings of shareholders at which
% k6 \% H X Edirectors of the Bank are to be elected and will be entitled to one vote for
3 E- \/ g4 f: ] xeach Preferred Share Series 18 held. The voting rights of the holders of the* W0 V6 m2 S/ ~) [" i* Z$ v
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of$ J* R- m3 R8 [
the first dividend on the Preferred Shares Series 18 to which the holders are
1 h |8 h+ G1 G1 C6 x2 Mentitled thereunder subsequent to the time such voting rights first arose until
! @+ k/ J1 _( m n/ Z5 Ssuch time as the Bank may again fail to declare the whole dividend on the
: N8 `/ ~9 l( h9 O' V5 nPreferred Shares Series 18 in respect of any quarter, in which event such1 E" t2 u5 P5 ?9 L& u9 _
voting rights will become effective again and so on from time to time." r8 ` S* @: s0 E6 p, {6 N, M
Principal Characteristics of the Preferred Shares Series 19
$ f ?$ K7 `, U( s( _$ |Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
& `3 Y- C% Z7 n9 |- G" L7 H$ Mfloating rate non-cumulative preferential cash dividends, as and when
2 R( M* w9 ?7 Zdeclared by the Board of Directors, subject to the provisions of the Bank Act,
. {# Y, F. U# e) n$ E; U) d6 X' Ypayable quarterly on the 25th day of February, May, August and November* q! S3 p' b( s8 C& d1 E( Y
in each year, in the amount per share determined by multiplying the
w7 a1 h& } q" p9 Iapplicable Quarterly Floating Dividend Rate by $25.00.; y9 T$ b0 h4 c& @+ ?/ ]
On the 30th day prior to the commencement of the initial quarterly dividend4 b4 n& T# N: w0 b
period beginning on February 25, 2014, and on the 30th day prior to the first
1 Q! x0 n" p; s7 W. _day of each subsequent quarterly dividend period (the initial quarterly4 O) Y3 y) Y8 g# _
dividend period and each subsequent quarterly dividend period is referred to" Y9 J ]% a9 V" _1 }/ h* D8 X
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the8 p) X8 u% K2 i: [" G* }0 c
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate6 ~" @( T3 Q) J- M( C
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
' t& }; J/ q5 l$ H& f W; aT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
1 Z+ o" \" \9 G+ t5 b1 @6 e& D4 melapsed in the applicable Quarterly Floating Rate Period divided by 365)
: @7 C4 q! N! Gdetermined on the 30th day prior to the first day of the applicable Quarterly3 `8 g: P! T4 B7 L3 l4 h- u
Floating Rate Period.
% _6 E' f3 t& U; W3 _S-5* W" e! r. z6 _ z& _/ y" {
If the Board of Directors does not declare a dividend, or any part thereof, on' `5 Y8 ^; K. L2 z! r: A6 x R
the Preferred Shares Series 19 on or before the dividend payment date for a
* Z3 i7 P! X; xparticular quarter, then the entitlement of the holders of the Preferred' O0 N; A. b" {% s
Shares Series 19 to receive such dividend, or to any part thereof, for such
6 `0 S" Y6 \" B0 ~! I; dquarter will be forever extinguished.* b; t' G- i8 {1 O: y# u
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the s/ s" t9 W- }2 @/ K, }9 X
Superintendent and to the provisions described below under the heading% w' x- U" A8 |! z9 z* U: q* z
‘‘Details of the Offering — Certain Provisions of the Preferred Shares; M$ z7 V1 c7 p, Q/ S$ A+ u
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
; `, e" [: ?* f5 eon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
( n q8 ?/ v3 U0 N: W+ m; Gor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
& ?( P7 Q B) H. G: H! k& [4 ]option without the consent of the holder, by the payment of an amount in
# c7 U! e; J1 L6 R: D$ O) lcash for each such share so redeemed of (i) $25.00 together with all declared
/ S' }- D/ [+ Z) x; `, }and unpaid dividends to the date fixed for redemption in the case of( `6 t6 `* S$ A: ^! i$ }+ w: r
redemptions on February 25, 2019 and on February 25 every five years v# e, o; T0 a' P' r) U2 l
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
" c- ~0 J- D" {* ~) B# pthe date fixed for redemption in the case of redemptions on any other date
# r. Y6 ~: ^8 J7 q+ d" non or after February 25, 2014., J8 d4 v0 D, t. k- }! y/ f
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
9 g3 T: w- Q' j: M: ?Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
4 i$ }, V# n1 k# K5 Cthe right, at their option, to convert, on February 25, 2019 and on- U: e! a( _9 q- F+ b5 h
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
; j; F; M' x7 D$ j5 f$ Cor all of their Preferred Shares Series 19 into an equal number of Preferred0 r8 `; n; U$ e+ D: F& c
Shares Series 18 upon giving to the Bank written notice thereof not earlier6 A6 E) ]1 `# R
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
% V9 p. D9 F) G" Z15th day preceding, a Series 19 Conversion Date.
0 p5 n. \" t7 _2 q, t, xAutomatic Conversion If the Bank determines, after having taken into account all shares tendered- E& L0 d7 ^8 i- T7 Y6 P: ~' j
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares) e; K$ h7 }4 k7 f9 ~8 d) Q
Series 18, as the case may be, that there would be outstanding on such
# J L, b* h& W6 e7 KSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
' M0 s1 M$ { X: b( Y4 m6 ]; }such remaining number of Preferred Shares Series 19 will automatically be
. M0 M1 \6 P( _7 x! @/ tconverted on such Series 19 Conversion Date into an equal number of
0 j- P$ A" n$ E8 bPreferred Shares Series 18. Additionally, if the Bank determines that, after
4 l2 `. C! [, E- K" qconversion, there would be outstanding on such Series 19 Conversion Date
) e5 j( L& ]0 h* \less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares4 O5 V; b! m) v- r- f
Series 19 will be converted into Preferred Shares Series 18.
7 e0 V0 }" B2 b- U+ v+ mVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
2 W8 R: Q- p) GSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
) G8 b J0 W: Q: {- v. Bany meeting of the shareholders of the Bank unless and until the first time at
7 `/ x$ K! ]* h3 J1 iwhich the Board of Directors has not declared the whole dividend on the5 ~; @5 n0 K6 P# n7 o9 h& O
Preferred Shares Series 19 in any quarter. In that event, subject as
* E( x/ c% i" j; h( \2 hhereinafter provided, the holders of Preferred Shares Series 19 will be7 x$ ]! w2 e! S; T& F
entitled to receive notice of, and to attend, meetings of shareholders at which
1 J# j: c! w5 Y( P- h5 rdirectors of the Bank are to be elected and will be entitled to one vote for5 g) B- `! d& f+ e3 [
each Preferred Share Series 19 held. The voting rights of the holders of the8 Q7 H. _1 L- A+ d; k- [! T
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
$ M7 K+ z [- Z2 ?the first dividend on the Preferred Shares Series 19 to which the holders are
# C; [* T0 _! j. ?" Gentitled thereunder subsequent to the time such voting rights first arose until
) a0 p0 M# ]2 x% k$ hsuch time as the Bank may again fail to declare the whole dividend on the
2 L8 B, o8 e, PPreferred Shares Series 19 in respect of any quarter, in which event such, c# n3 M. h* B# P
voting rights will become effective again and so on from time to time.
( a! D! p4 P H. \+ B9 ~0 j2 X( r$ AS-6
5 ]& c( ^- B% \/ w6 y; e/ R+ h! t" wPriority: The preferred shares of each series of the Bank will rank on a parity with
0 i; [8 Y1 s' S) {* G* Eevery other series and are entitled to preference over the common shares of1 A' n5 i e) B, H: P
the Bank and over any other shares of the Bank ranking junior to the
6 C) m+ |; g+ |5 @preferred shares with respect to the payment of dividends and upon any) s! G! O' y. D
distribution of assets in the event of the liquidation, dissolution or
a1 b2 H( V0 Y6 D5 g, h- Y# H" _winding-up of the Bank.
6 E5 S; ]; y8 D) p- X; a# hTax on Preferred Share The Bank will elect, in the manner and within the time provided under
# B+ [5 H- D- p: [: PDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares5 ?! H+ K; i5 I7 ^; o& x
Series 18 and Preferred Shares Series 19 will not be required to pay tax on; K0 r F, `* j3 Z- m+ b
dividends received on such shares under Part IV.1 of such Act. |
|