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发表于 2008-11-29 16:58
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下面是BMO的:
6 |5 w- G2 K# t- N! x. S$ {4 {0 ?9 `SUMMARY OF THE OFFERING
9 ^0 q/ q4 B' t$ KThis 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’’.
2 c4 }0 i% V8 X( ZIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18. n0 |- Y- d7 p8 s, r
Amount: $150,000,000 (6,000,000 shares).
& ]9 D6 R% d! i' HPrice and Yield: $25.00 per share to yield initially 6.50% per annum.) g8 s7 R. m6 U
Principal Characteristics of the Preferred Shares Series 18
1 n4 q4 I4 Y3 F0 [8 B5 m& }Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
. C3 ~: l7 l8 W2 f8 e* F4 _non-cumulative preferential cash dividends, as and when declared by the7 R$ ?5 b6 o) A$ B2 I& O
Board of Directors, subject to the provisions of the Bank Act, for the initial
8 }2 a+ ]4 v# d' uperiod commencing on the closing date and ending on and including
8 w# L, P( S0 m% k! e3 N0 C, HFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
* c; `$ i7 T, H% f; a25th day of February, May, August and November in each year, at a rate% S* Y/ H0 T7 T) y
equal to $0.40625 per share. The initial dividend, if declared, will be payable
# R6 }) x, c- j' r1 aMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing, f! s! t! `. }
date of December 11, 2008.5 p& D( i- [) ]
For each five-year period after the Initial Fixed Rate Period (each, a' n% k8 G' {7 r6 E% }
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares! S0 l2 F+ z9 c7 b ?; c1 h
Series 18 will be entitled to receive fixed non-cumulative preferential cash
6 y0 T7 p; t6 T6 D! ndividends, as and when declared by the Board of Directors, subject to the
2 R. Q; m6 c5 D3 cprovisions of the Bank Act, payable quarterly on the 25th day of February,
$ p% e O" S% p4 w9 ^/ n* u: GMay, August and November in each year, in the amount per share per annum M& M% w x4 x" K
determined by multiplying the Annual Fixed Dividend Rate applicable to
8 ~" v4 q# x( i+ Msuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
( l) U6 B, C8 u% L+ |, tRate for the ensuing Subsequent Fixed Rate Period will be determined by the
4 s6 a6 n+ L! x9 A# KBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day- h# }! v4 [7 e$ v9 _+ @
of such Subsequent Fixed Rate Period and will be equal to the sum of the
~, d3 Y0 M$ `Government of Canada Yield on the applicable Fixed Rate Calculation Date; m; j) f8 Y/ P2 {/ x
plus 3.83%.
/ m/ Y7 j% o1 t8 D2 L8 m% sIf the Board of Directors does not declare a dividend, or any part thereof, on% g6 J+ p9 g" n: y9 I3 X* T- U
the Preferred Shares Series 18 on or before the dividend payment date for a, r4 @. R+ G& j: ^+ c2 X
particular quarter, then the entitlement of the holders of the Preferred
! T" B/ y5 X3 p: g0 T% [$ NShares Series 18 to receive such dividend, or to any part thereof, for such% ? h2 ]4 Y+ g. T
quarter will be forever extinguished.
9 G% k1 c" }2 aRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
. R( c! t/ ^# W% }+ }& pSuperintendent and to the provisions described below under ‘‘Details of the2 N! g3 }; X B' z9 ?
Offering — Certain Provisions of the Preferred Shares Series 18 as a& E6 m, A' x3 U& g* k0 [+ S
Series — Restrictions on Dividends and Retirement of Shares’’, on9 L, k% A1 a2 T* X- [
February 25, 2014 and on February 25 every five years thereafter, on not; d* S; U) k; G% K9 m
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
9 f, e, k% T- P! V; jpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
; E) l' k% k2 M. fwithout the consent of the holder, by the payment of an amount in cash for
7 ^" i" l" ^% ueach such share so redeemed of $25.00 together with all declared and unpaid
) H* b7 x- m; n5 w3 u+ r) pdividends to the date fixed for redemption.2 I. k$ E4 {. T( {
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic" v H% n$ L- v; ]/ l
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have) O0 p2 Q w* ^& V
the right, at their option, to convert, on February 25, 2014 and on
; _* N# F1 Z% l: }S-4
% G! p/ w- O- Y, l. q hFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
" ]3 V6 a& P; Wor all of their Preferred Shares Series 18 into an equal number of Preferred( U' I: a: c9 ?+ r, y
Shares Series 19 upon giving to the Bank notice thereof not earlier than+ ]# c. j+ n! T I: Z+ [
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day% Z: R2 u& Y. `$ t* e5 {
preceding, a Series 18 Conversion Date.+ G( `/ R3 X( w
Automatic Conversion If the Bank determines, after having taken into account all shares tendered v$ f0 B# ]0 W' k! w
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
$ [& y! ^: x! \Series 19, as the case may be, that there would be outstanding on such
( X' o! H$ K, g, M- l3 {5 HSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,5 F$ P" w: ?2 @* B6 N2 Q
such remaining number of Preferred Shares Series 18 will automatically be
9 ~/ v- t1 Y6 n1 aconverted on such Series 18 Conversion Date into an equal number of
4 P0 V& p+ C7 t' l' _0 ?1 HPreferred Shares Series 19. Additionally, if the Bank determines that, after
6 B I, C2 @. P$ J% {7 W/ H* _, bconversion, there would be outstanding on such Series 18 Conversion Date
5 s1 @! U8 f# Iless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares7 s S0 o4 X3 D* j8 k6 U3 d1 S5 B
Series 18 will be converted into Preferred Shares Series 19.' j. R, U( u' u0 o0 P9 R7 r
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
. g, c% [/ G9 M; A8 mSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
" l* F' \2 r* k6 F, e/ dany meeting of the shareholders of the Bank unless and until the first time at
2 {: U; l# x' d: _7 rwhich the Board of Directors has not declared the whole dividend on the
0 I7 Q* T1 \( V/ \$ f# ^Preferred Shares Series 18 in any quarter. In that event, subject as5 b' G9 s) R/ J' w
hereinafter provided, the holders of Preferred Shares Series 18 will be5 X- J6 j* [$ w" F* a. s2 M
entitled to receive notice of, and to attend, meetings of shareholders at which F7 r3 X* I" P: ^0 m8 F6 X
directors of the Bank are to be elected and will be entitled to one vote for
4 N1 `/ q" j, \" x! |6 deach Preferred Share Series 18 held. The voting rights of the holders of the
: w) s( ?+ U5 nPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
6 L9 _4 A E6 h; _; l- o# U1 t, M) ^1 hthe first dividend on the Preferred Shares Series 18 to which the holders are
1 B7 A4 h4 C# ~3 E6 Rentitled thereunder subsequent to the time such voting rights first arose until
. c0 E1 n; v' `# u% L( b6 e1 xsuch time as the Bank may again fail to declare the whole dividend on the. ^( Y7 H# L2 ]+ C- H3 I
Preferred Shares Series 18 in respect of any quarter, in which event such5 w2 b, z4 R" E V9 O$ {
voting rights will become effective again and so on from time to time.
+ C1 g6 ]( t8 K1 M, IPrincipal Characteristics of the Preferred Shares Series 19
7 E8 A8 D |+ @- qDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
( y% p$ K* F8 g/ ?floating rate non-cumulative preferential cash dividends, as and when
1 s- Y& i$ v7 o+ ^; W+ g2 ]! v, W; jdeclared by the Board of Directors, subject to the provisions of the Bank Act,) y1 T: d' Y$ w' w" L) Y& G
payable quarterly on the 25th day of February, May, August and November, ~+ d# E. }; Q9 F- b9 v2 z
in each year, in the amount per share determined by multiplying the' l& ~8 h" d4 [
applicable Quarterly Floating Dividend Rate by $25.00.
5 N7 x$ e5 y3 \1 j; X. XOn the 30th day prior to the commencement of the initial quarterly dividend
! i' X0 U" N5 p5 g' {7 rperiod beginning on February 25, 2014, and on the 30th day prior to the first
9 p4 {( t# \. `9 hday of each subsequent quarterly dividend period (the initial quarterly1 ?# ^6 X' \% T! l8 e( D
dividend period and each subsequent quarterly dividend period is referred to4 ]6 S' z; l1 {' J6 ?
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the9 I$ m! A5 p r# U
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
, W, u A3 x2 T* BPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the$ y: V+ G: _7 ]
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days$ C8 D0 Y' G# [# T P
elapsed in the applicable Quarterly Floating Rate Period divided by 365)3 C3 n$ I! z: l% O+ q3 U: I
determined on the 30th day prior to the first day of the applicable Quarterly O2 `4 b/ h% b+ R0 W4 N
Floating Rate Period.
. @6 ^% f2 \1 \S-5
, C Z3 q) S. J- q, y- O/ DIf the Board of Directors does not declare a dividend, or any part thereof, on
: h( {/ Y A4 W( {; q/ l4 U" ethe Preferred Shares Series 19 on or before the dividend payment date for a7 y/ _8 k+ Y* N9 t
particular quarter, then the entitlement of the holders of the Preferred
+ U. J( T3 s/ }! s6 ~$ qShares Series 19 to receive such dividend, or to any part thereof, for such+ \9 j5 w8 P/ g7 D7 s) {5 {- ?3 F
quarter will be forever extinguished. e$ Q0 F6 D1 H3 {6 e3 Y7 ?
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the) t- u2 _; e l* g' Q4 o2 i- B
Superintendent and to the provisions described below under the heading9 @" Q0 m* m: e$ z$ z
‘‘Details of the Offering — Certain Provisions of the Preferred Shares" T; C, R1 e6 F& D: @# ^2 G
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,/ r9 x. c( u x" R# i
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
$ j; R; W. s0 X1 u& _0 ]# K+ z for any part of the then outstanding Preferred Shares Series 19, at the Bank’s
9 ~+ C8 i" |8 koption without the consent of the holder, by the payment of an amount in
8 _. y T4 C. F h6 d% Xcash for each such share so redeemed of (i) $25.00 together with all declared
_$ r0 `+ s5 P$ m$ M. i/ cand unpaid dividends to the date fixed for redemption in the case of z! m. X! r. s& v( k' r1 w
redemptions on February 25, 2019 and on February 25 every five years# `. p" p8 X# H$ L
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
% c Y) e( ~! V% ^1 i: a- ?the date fixed for redemption in the case of redemptions on any other date
, o% s2 ^! t; G' W. |* X- B' y% won or after February 25, 2014.$ ^& o( T% d( [1 x0 i0 t6 b
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
3 ~: L5 b' h* v- P. w( D1 U1 B1 |Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
1 X; i( @$ N& H! A5 dthe right, at their option, to convert, on February 25, 2019 and on' x+ ~- m7 v. x" F9 n7 y
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
2 p8 ~, d, }1 C1 O% dor all of their Preferred Shares Series 19 into an equal number of Preferred+ F: ?" D* T+ ]4 s: _7 A
Shares Series 18 upon giving to the Bank written notice thereof not earlier
: l. F& Y8 B% Z% w0 n3 n% xthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
" w3 d6 S) R: D( h" I( p15th day preceding, a Series 19 Conversion Date.' J, w9 Y1 m, \- `! M6 Y; p' |2 ^
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
8 z/ ^3 m* T! D) J* I7 sProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares0 j0 X' x' v; H9 I) F8 @7 P
Series 18, as the case may be, that there would be outstanding on such) m: t( \$ z' B+ t$ {0 l
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,/ i+ M! w0 Q) ~+ a" G" r
such remaining number of Preferred Shares Series 19 will automatically be
6 L5 ~4 |7 U; n. |; j% W: {converted on such Series 19 Conversion Date into an equal number of
- U* Q% t( O( m m+ ^$ C; UPreferred Shares Series 18. Additionally, if the Bank determines that, after
* }9 E: W8 M9 J: K+ oconversion, there would be outstanding on such Series 19 Conversion Date1 a5 U+ [5 V& r8 D/ I* f9 h+ d
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
; D0 W4 m0 O- D# \& nSeries 19 will be converted into Preferred Shares Series 18.
0 _! q/ R0 g3 x( e0 u/ gVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
) M3 h1 U" b7 h! P( DSeries 19 will not be entitled as such to receive notice of, attend, or vote at,' ?* s9 w* p) Q \. y. N
any meeting of the shareholders of the Bank unless and until the first time at
, D: U0 h- o4 O8 V% Iwhich the Board of Directors has not declared the whole dividend on the
[8 d L* V$ {) M% QPreferred Shares Series 19 in any quarter. In that event, subject as1 f/ i7 k* s3 @) ^; \7 y
hereinafter provided, the holders of Preferred Shares Series 19 will be4 o! W$ D) h" T- G
entitled to receive notice of, and to attend, meetings of shareholders at which
- k1 J/ M- a; u l- e6 Qdirectors of the Bank are to be elected and will be entitled to one vote for
, e/ U( T* J1 d* @! b$ Y5 e9 _each Preferred Share Series 19 held. The voting rights of the holders of the2 B! H* d. L4 \( b3 S4 X* q
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of( z- Z4 T* @( |- B! ~
the first dividend on the Preferred Shares Series 19 to which the holders are
3 N; s* t+ j% k2 a3 D' E6 Jentitled thereunder subsequent to the time such voting rights first arose until
' z. }. v% F5 h2 T2 n( Lsuch time as the Bank may again fail to declare the whole dividend on the* l0 {& v/ s# t% x
Preferred Shares Series 19 in respect of any quarter, in which event such
' N& W' ?( Z9 |voting rights will become effective again and so on from time to time.
& ]4 f/ k2 F: o x5 u) d; [S-6
# W" J/ R" N4 E- F" I0 SPriority: The preferred shares of each series of the Bank will rank on a parity with
7 ^. {8 a$ Y# ^$ t( Bevery other series and are entitled to preference over the common shares of
" i2 J6 O }, v7 }( h& A: {the Bank and over any other shares of the Bank ranking junior to the
1 w3 @6 O" X1 W! X/ C, k" D. Xpreferred shares with respect to the payment of dividends and upon any
& q, j2 e5 Q8 B/ n9 t0 d, ]4 A9 u$ z1 fdistribution of assets in the event of the liquidation, dissolution or3 C: V* D: n1 H7 K/ ~
winding-up of the Bank.+ z/ S9 O% C8 J: C1 F1 q
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under b9 i# [( h4 Y2 J, A; W0 G+ G. z
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
W, d& l& D' F& B/ J3 l! YSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
3 t/ l5 l( R3 H7 J4 Y. u) }2 Tdividends received on such shares under Part IV.1 of such Act. |
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