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发表于 2008-11-29 16:58
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下面是BMO的:
- C) c! E; ` |2 ZSUMMARY OF THE OFFERING
0 _: b$ Z+ O0 L9 F2 MThis 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’’.
" d {" a4 x- w9 ?' U2 c+ XIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
" e. ~. N& {3 o4 q3 wAmount: $150,000,000 (6,000,000 shares).
2 j5 B. q, S, d: g6 R! x( v- PPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
7 T P: h, P4 x, j" BPrincipal Characteristics of the Preferred Shares Series 18
0 k4 m8 f0 p7 ~7 o- _; b9 tDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed3 c5 A0 g6 O4 x6 I
non-cumulative preferential cash dividends, as and when declared by the- B, N8 d- }) b
Board of Directors, subject to the provisions of the Bank Act, for the initial/ C/ ]5 t7 v9 d! P/ `& X$ C
period commencing on the closing date and ending on and including+ U4 @' ?$ Y) M% N2 T
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the9 Q% c; \6 v. f$ i j$ t; h; R7 M
25th day of February, May, August and November in each year, at a rate4 X$ T, Z! w" t; g
equal to $0.40625 per share. The initial dividend, if declared, will be payable
/ n# g0 C. F/ O) C5 s$ N$ jMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
3 C7 I) V9 B$ R- r8 v7 adate of December 11, 2008.8 `$ C( ~' r2 F9 t/ E" b
For each five-year period after the Initial Fixed Rate Period (each, a
: P* i" _/ c4 b& |( W4 t‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
: T7 A$ K2 l4 {$ E0 vSeries 18 will be entitled to receive fixed non-cumulative preferential cash' G2 j% N8 ]3 @/ _( A
dividends, as and when declared by the Board of Directors, subject to the# D# B/ l: g8 {( j
provisions of the Bank Act, payable quarterly on the 25th day of February,# X, f; e! b% E4 w' g( g
May, August and November in each year, in the amount per share per annum
+ x* T- K0 G) F9 v3 h4 Edetermined by multiplying the Annual Fixed Dividend Rate applicable to
" ?" |- @9 `) R/ ?* ksuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend L, J; w g O+ K& f
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the3 ]6 T% M6 W% _7 I( v2 L8 [3 h+ |
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
9 o; U8 X) ]& n: Sof such Subsequent Fixed Rate Period and will be equal to the sum of the% t6 j8 ]$ y( j
Government of Canada Yield on the applicable Fixed Rate Calculation Date+ l E: @. Q G8 {; [2 }* f5 Q
plus 3.83%.
8 Y+ O/ W9 d, k: [3 K# {& \If the Board of Directors does not declare a dividend, or any part thereof, on1 P3 {. n7 j8 a1 ] d5 @# H4 \. G# j4 t
the Preferred Shares Series 18 on or before the dividend payment date for a/ P, |0 G' d3 p( ~; Z' n( @1 @ L
particular quarter, then the entitlement of the holders of the Preferred, P9 [! [7 r; @ j( X1 c; ?; Z- j
Shares Series 18 to receive such dividend, or to any part thereof, for such. \* ~( [# a0 k0 U* ^5 n2 ~1 A4 F
quarter will be forever extinguished.
5 t! v8 @2 Z/ JRedemption: Subject to the provisions of the Bank Act and to the prior consent of the/ @. E7 P& |! ?- U8 R4 ]2 X
Superintendent and to the provisions described below under ‘‘Details of the
5 {2 `8 h! {1 wOffering — Certain Provisions of the Preferred Shares Series 18 as a
& w, L& V, a" [3 V R2 B1 H0 I8 k* {Series — Restrictions on Dividends and Retirement of Shares’’, on
1 E- i/ ]' L# Q* p7 k! e* uFebruary 25, 2014 and on February 25 every five years thereafter, on not
3 V( e. n) A4 [3 ~more than 60 nor less than 30 days’ notice, the Bank may redeem all or any& `6 u4 y# {0 n, P: u8 a0 g0 D
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
( |8 k2 E: P5 g; l9 `9 {* P& awithout the consent of the holder, by the payment of an amount in cash for
+ `( m% n$ K( g4 weach such share so redeemed of $25.00 together with all declared and unpaid
! N% C+ _0 F' X4 r: I& odividends to the date fixed for redemption.8 `' m( H4 @8 Y' v) e4 k, r
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
4 V0 |6 y' e- A4 {2 [, k# QShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have' s4 L p/ ?! O2 G( v
the right, at their option, to convert, on February 25, 2014 and on2 [* R3 j9 ~# K
S-44 D1 Z" w. I8 J* d% v% p- W
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
$ U) ~$ H; a; [5 b9 [ I9 aor all of their Preferred Shares Series 18 into an equal number of Preferred) s n' G0 _, D" i. ~
Shares Series 19 upon giving to the Bank notice thereof not earlier than2 n8 G0 H, z* G4 b0 G5 X2 j/ B
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day; s$ v! p' T& {0 Q: f5 M5 q
preceding, a Series 18 Conversion Date.
, ~. ?2 S6 b+ ?0 CAutomatic Conversion If the Bank determines, after having taken into account all shares tendered6 X0 n& Z$ {' @7 _6 @
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
/ X; Y: S }' x J9 z5 [Series 19, as the case may be, that there would be outstanding on such% r( k& M! I1 r
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
* }9 Y) i5 s. l' [7 V4 Msuch remaining number of Preferred Shares Series 18 will automatically be
& A. Y; G B8 n8 V; _% Fconverted on such Series 18 Conversion Date into an equal number of4 r( a) f1 B2 K1 n
Preferred Shares Series 19. Additionally, if the Bank determines that, after! x1 p) O: k$ V5 ~
conversion, there would be outstanding on such Series 18 Conversion Date3 `+ h, Q, S- x5 L& |3 j( Q( r, B
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares; Q( P5 B$ Y' [ F( m3 l
Series 18 will be converted into Preferred Shares Series 19., z' u1 ~1 k% F& Z/ f6 A6 U
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares0 [, k1 a9 K7 b; j- b& g
Series 18 will not be entitled as such to receive notice of, attend, or vote at," M$ }! w+ ]( ?
any meeting of the shareholders of the Bank unless and until the first time at
6 w, l8 f' t) U& q" p7 B$ ewhich the Board of Directors has not declared the whole dividend on the# p9 a! N" T# N. J" x
Preferred Shares Series 18 in any quarter. In that event, subject as
; Y* L8 X# H( K, k% T, t2 E5 X. Vhereinafter provided, the holders of Preferred Shares Series 18 will be& o4 v8 J" _$ r7 i+ Q/ `1 [
entitled to receive notice of, and to attend, meetings of shareholders at which7 i" m, C5 d, Y! H8 n; }
directors of the Bank are to be elected and will be entitled to one vote for
% g1 q) `! o- x* c" ieach Preferred Share Series 18 held. The voting rights of the holders of the# }( G1 `" `& |0 p' z( e
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of* z: k; ^- c) B' K# Y6 R% j& j. Q
the first dividend on the Preferred Shares Series 18 to which the holders are
# F7 I. h/ {$ Centitled thereunder subsequent to the time such voting rights first arose until" r- x* i' M% T
such time as the Bank may again fail to declare the whole dividend on the+ r+ \' m( C+ N/ u! @0 d
Preferred Shares Series 18 in respect of any quarter, in which event such9 ]9 w+ q4 t' R7 G% z4 t
voting rights will become effective again and so on from time to time.% J2 o9 f% O3 M( l5 D% ^. `3 P2 w
Principal Characteristics of the Preferred Shares Series 19) R# k. y. J1 W5 f, s. s2 c6 [5 j
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive- J: n$ q3 r: ^
floating rate non-cumulative preferential cash dividends, as and when
) m. L" M' Q2 Cdeclared by the Board of Directors, subject to the provisions of the Bank Act,
! ]5 D. p( F& Bpayable quarterly on the 25th day of February, May, August and November
! z" f( m1 W% S! a! q3 y: |in each year, in the amount per share determined by multiplying the
* M$ V7 J+ n" F: `applicable Quarterly Floating Dividend Rate by $25.00.* J n+ c+ b r3 w3 z* q# ]/ ^
On the 30th day prior to the commencement of the initial quarterly dividend5 x. m6 z' v; W1 X8 }1 X$ I, U
period beginning on February 25, 2014, and on the 30th day prior to the first+ a3 c3 [% j& g
day of each subsequent quarterly dividend period (the initial quarterly( t( m/ |* p& y; W& Y! [5 }
dividend period and each subsequent quarterly dividend period is referred to9 \7 P1 }/ l0 o5 \1 v* {
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
4 O% D! o' ?, ^" \+ d! z( U- zQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
* {/ c t( q/ k: O+ u$ D, N" O# ZPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the N! e2 z0 @7 r$ v+ U
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
7 ]" H+ j9 A7 t) c/ z" c9 belapsed in the applicable Quarterly Floating Rate Period divided by 365)
! v9 n+ Z2 N4 A6 z, v% odetermined on the 30th day prior to the first day of the applicable Quarterly
8 C. I6 U8 `% n! Y7 }Floating Rate Period.! E# ^/ s: @/ h1 V7 @
S-5$ `+ r7 q2 B8 H% s
If the Board of Directors does not declare a dividend, or any part thereof, on, w$ Z- `6 k+ n
the Preferred Shares Series 19 on or before the dividend payment date for a; L( v1 w, f+ u% w/ M8 p) O% M' l# e
particular quarter, then the entitlement of the holders of the Preferred
: R7 W9 X# Q* z H$ NShares Series 19 to receive such dividend, or to any part thereof, for such
4 p4 ~* `! d P" O: Fquarter will be forever extinguished.! x- ? Q' O) N5 D
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
. g$ g# p% b3 kSuperintendent and to the provisions described below under the heading* F5 n" e7 G3 a& ~ A; `6 G
‘‘Details of the Offering — Certain Provisions of the Preferred Shares3 j/ B* n8 Z! q, ?0 w" T
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,9 l. t7 `3 e; G, ]( y; ]
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
8 h6 l6 R2 ~/ Xor any part of the then outstanding Preferred Shares Series 19, at the Bank’s7 S0 T5 n2 {. ]+ ]( p2 x
option without the consent of the holder, by the payment of an amount in5 t( T" w8 b: Q5 x: n+ ~
cash for each such share so redeemed of (i) $25.00 together with all declared/ N) R$ D% Q S. h+ S2 [
and unpaid dividends to the date fixed for redemption in the case of1 `/ e9 m# L. A3 B
redemptions on February 25, 2019 and on February 25 every five years; d8 `6 Z4 ^# ~4 ?& Q, _
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to+ c1 s% Z2 H& d
the date fixed for redemption in the case of redemptions on any other date
8 d/ O# W- V6 A. q- d7 T2 |. ^on or after February 25, 2014.; S `6 I% j" |4 Q
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic5 I K2 O: |" h' r8 q
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
. b! Z4 S4 F7 p7 lthe right, at their option, to convert, on February 25, 2019 and on
2 E: d. W% E: _, p9 ^+ ?) vFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any3 W8 ?% B8 q" q* v% ?8 n
or all of their Preferred Shares Series 19 into an equal number of Preferred& T$ b% W6 i& I- n K! E+ i+ U1 U
Shares Series 18 upon giving to the Bank written notice thereof not earlier
7 |$ f7 Q/ b, y' m5 A4 }; x) U1 athan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the# [7 W( v* U R3 h( s
15th day preceding, a Series 19 Conversion Date.# |/ U; t V9 G! R/ h% \; a
Automatic Conversion If the Bank determines, after having taken into account all shares tendered! F( g6 R) G4 P: u! e% V
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares0 Y. i6 K9 n, k3 U$ Z8 B' ?. M8 V
Series 18, as the case may be, that there would be outstanding on such
# q9 _) ~8 i0 I* r" U, h. fSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
8 f# C% y1 q/ t- r) Zsuch remaining number of Preferred Shares Series 19 will automatically be6 ~# Q# S* }" n4 _$ K
converted on such Series 19 Conversion Date into an equal number of; f3 A, X/ F8 N) F) s2 l* A! l! i
Preferred Shares Series 18. Additionally, if the Bank determines that, after
. G& Z' p( F4 b6 |8 b- W0 C5 qconversion, there would be outstanding on such Series 19 Conversion Date8 y5 M/ X4 ? l( R" g) l
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares" T1 J- N: a- f- j1 ]* [/ p
Series 19 will be converted into Preferred Shares Series 18.* C; u$ E! {" ^1 Q- N
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
4 J$ \0 Q' T" K, }7 H6 @/ t5 XSeries 19 will not be entitled as such to receive notice of, attend, or vote at,) A' H( c6 i& }1 ?/ Y+ M
any meeting of the shareholders of the Bank unless and until the first time at. k" G' \( F) O9 u6 m: w
which the Board of Directors has not declared the whole dividend on the1 \0 U% J' S7 l1 }( f8 Q d( H
Preferred Shares Series 19 in any quarter. In that event, subject as2 u' X9 n0 m. \* F# n
hereinafter provided, the holders of Preferred Shares Series 19 will be1 C1 U( _0 o1 q
entitled to receive notice of, and to attend, meetings of shareholders at which5 e2 a/ u: \& X# f
directors of the Bank are to be elected and will be entitled to one vote for! ?( F! B/ }7 u8 a
each Preferred Share Series 19 held. The voting rights of the holders of the5 y" m+ x, p; x: f, q$ h
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of$ X( E( M8 c9 R+ M' E
the first dividend on the Preferred Shares Series 19 to which the holders are# N. `8 c) c1 B) I. W- r
entitled thereunder subsequent to the time such voting rights first arose until7 q# P: V& V+ `# E
such time as the Bank may again fail to declare the whole dividend on the
5 L! [% C+ T- c# B& qPreferred Shares Series 19 in respect of any quarter, in which event such
| d s' D: }9 Wvoting rights will become effective again and so on from time to time.
# j& }8 i& d4 m; AS-6
( z% |& p& m6 _7 j: o- zPriority: The preferred shares of each series of the Bank will rank on a parity with: }9 l4 q5 ?5 M$ H9 O4 ?* m
every other series and are entitled to preference over the common shares of
3 _% j+ E# q+ T6 h2 M7 \6 Athe Bank and over any other shares of the Bank ranking junior to the% U( [$ o4 w. x" S5 m2 B* l- Y
preferred shares with respect to the payment of dividends and upon any
- W; r# }6 J6 D2 N8 ]; Vdistribution of assets in the event of the liquidation, dissolution or2 ?# H) n" _7 ]) v# A3 y
winding-up of the Bank.+ Z8 i- G) e5 X% {
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under+ Z* H1 p- y5 [/ S R
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares0 i2 ^9 K: V8 X8 P
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
3 _: O' y3 n# Z6 Y0 udividends received on such shares under Part IV.1 of such Act. |
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