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发表于 2008-11-29 16:58
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下面是BMO的:
/ i/ k' _2 i% ~1 L" E+ PSUMMARY OF THE OFFERING7 K6 U) `) t0 o2 k/ |& X0 h0 w
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’’.
$ h1 _$ k! K. eIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
' D+ m4 ?/ J3 P0 D0 OAmount: $150,000,000 (6,000,000 shares).
9 {* I& V# r0 APrice and Yield: $25.00 per share to yield initially 6.50% per annum.$ i7 u: P5 x9 q5 F/ I% b
Principal Characteristics of the Preferred Shares Series 18$ p8 ^; q& R t
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
; ^$ L1 S$ d& U( v8 z4 F3 z5 H1 Unon-cumulative preferential cash dividends, as and when declared by the
. o; b6 n! r6 n' ]" K( LBoard of Directors, subject to the provisions of the Bank Act, for the initial
7 _- a) ^) C0 d" @! U x9 dperiod commencing on the closing date and ending on and including
) U8 L6 h& y( x% V( B' VFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
$ f2 X/ q% H1 F5 g! a25th day of February, May, August and November in each year, at a rate% G: A/ ]4 y! L% V" U( Q- U4 Y
equal to $0.40625 per share. The initial dividend, if declared, will be payable' A. k0 L! U6 G) {2 B
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing1 g0 S$ `7 t- t+ [
date of December 11, 2008.1 y( @4 q5 {9 I1 E- _
For each five-year period after the Initial Fixed Rate Period (each, a, V! f0 F6 k0 Z( M, e
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares. U" ^( K9 V" r, ^. e
Series 18 will be entitled to receive fixed non-cumulative preferential cash, Q) A: y; E7 N0 [3 I
dividends, as and when declared by the Board of Directors, subject to the4 v7 G0 |' m3 K c
provisions of the Bank Act, payable quarterly on the 25th day of February,
9 _) U/ Q" `, DMay, August and November in each year, in the amount per share per annum7 f+ |4 w0 o0 k
determined by multiplying the Annual Fixed Dividend Rate applicable to5 Z" r$ l$ ]5 |( ^, v# T" F" K6 m
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
$ R* G2 g1 } J& J! D3 ]Rate for the ensuing Subsequent Fixed Rate Period will be determined by the( c% }' U9 I. ~
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day$ {0 ?) S) F o( x9 ^) q c
of such Subsequent Fixed Rate Period and will be equal to the sum of the
& d3 Q, X' O5 @4 i+ P( S+ x* vGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
: i2 b1 s% Z" v& y8 z/ Yplus 3.83%.9 o& V& J$ b# r) X
If the Board of Directors does not declare a dividend, or any part thereof, on% j4 u3 s! b& K9 _- a. l/ a
the Preferred Shares Series 18 on or before the dividend payment date for a( {3 W% A8 ~8 {
particular quarter, then the entitlement of the holders of the Preferred
& G3 F$ ?1 M$ u, O# E8 |Shares Series 18 to receive such dividend, or to any part thereof, for such
0 f/ z |' `2 k+ R1 ?quarter will be forever extinguished.
7 d1 U. p! }/ n% N3 uRedemption: Subject to the provisions of the Bank Act and to the prior consent of the3 Q0 W! c3 I1 N e3 |
Superintendent and to the provisions described below under ‘‘Details of the6 j) K) S. x3 W. x, m5 Z
Offering — Certain Provisions of the Preferred Shares Series 18 as a
8 ^9 B' S0 f# u5 mSeries — Restrictions on Dividends and Retirement of Shares’’, on" b ^, c9 g; s6 e
February 25, 2014 and on February 25 every five years thereafter, on not$ C2 K$ m3 S- [5 C- {$ \+ V
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
`3 C( M/ z( e) {* x! f0 s0 {part of the then outstanding Preferred Shares Series 18, at the Bank’s option- k" ^9 \% E. z/ y' I8 e3 K
without the consent of the holder, by the payment of an amount in cash for
0 D% D6 r' `1 X+ O0 Oeach such share so redeemed of $25.00 together with all declared and unpaid* {9 \2 Z, }* \+ B0 y3 O
dividends to the date fixed for redemption.& |/ X: i* ]4 B* H& X0 D. S
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic5 {2 M: { R( L, }' a8 G9 Y( w
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
1 ~% o( O# m6 I p. `9 b, ?the right, at their option, to convert, on February 25, 2014 and on% l2 ?- |* w' z' i" E4 y _5 c: _, I
S-4
$ H' V- @4 I$ dFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any) N! x; N* B+ d7 z
or all of their Preferred Shares Series 18 into an equal number of Preferred$ V- @! n' h- [# m: D* j
Shares Series 19 upon giving to the Bank notice thereof not earlier than" x, j) Q; q; }% [# h8 T! i6 a- \
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day9 S7 X; I0 h) U' T7 J. g7 m
preceding, a Series 18 Conversion Date.
2 N$ @! a0 A7 C# rAutomatic Conversion If the Bank determines, after having taken into account all shares tendered% ~1 A( `0 r. C' ^6 R
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares+ w( T6 m: d: [% o0 G
Series 19, as the case may be, that there would be outstanding on such# X7 R4 T& Y! T
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,# E; Y7 p# K9 |; n
such remaining number of Preferred Shares Series 18 will automatically be
J5 o4 e" p# f% q- ~' k1 u0 @converted on such Series 18 Conversion Date into an equal number of
% f) y8 `1 d% S. j" f: aPreferred Shares Series 19. Additionally, if the Bank determines that, after
9 M* D4 p- D1 s }6 h$ |, p+ ?conversion, there would be outstanding on such Series 18 Conversion Date+ P! G/ V/ q3 f9 c
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
' R# R+ A2 ~' Z; l4 Y3 F) c' m; rSeries 18 will be converted into Preferred Shares Series 19.$ h' @/ }2 u" x. l, S% X
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
* V! `/ |) a- qSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
8 s; q. T# q3 k& ?/ B1 d& Rany meeting of the shareholders of the Bank unless and until the first time at" D9 B% E( d: z0 K
which the Board of Directors has not declared the whole dividend on the3 A9 Q3 S2 m6 t! x$ V1 d' T0 U' k+ L8 R
Preferred Shares Series 18 in any quarter. In that event, subject as, t6 S7 b% h6 ~& [$ M9 I% ^
hereinafter provided, the holders of Preferred Shares Series 18 will be
9 I% t0 o0 l# oentitled to receive notice of, and to attend, meetings of shareholders at which
6 E; [0 k# Z$ f4 `+ j7 x& Udirectors of the Bank are to be elected and will be entitled to one vote for
?3 Y2 M" S. r" Y/ h" J \each Preferred Share Series 18 held. The voting rights of the holders of the. N4 B0 ?5 B9 E3 D) E& ^4 w2 } Q+ ?
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
. x+ P8 ] D y6 A- V# j. ?* t2 Fthe first dividend on the Preferred Shares Series 18 to which the holders are
! L* o. o$ \ ?& M; V: D: Y7 nentitled thereunder subsequent to the time such voting rights first arose until
) L, {; H+ L7 m, ?such time as the Bank may again fail to declare the whole dividend on the- d1 g5 w6 R! X2 h b( L+ U8 ?1 O
Preferred Shares Series 18 in respect of any quarter, in which event such
+ i5 j t& { Svoting rights will become effective again and so on from time to time.
0 J9 W! I& S3 n" p; F# nPrincipal Characteristics of the Preferred Shares Series 199 ]; N8 R" ^" w& g: L$ G% p
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
: r, ~3 H- |( P8 z4 Sfloating rate non-cumulative preferential cash dividends, as and when
. @" ?+ G+ M1 g' Z9 vdeclared by the Board of Directors, subject to the provisions of the Bank Act,
* q# L5 p" K5 O2 k1 M- C+ a: _* Tpayable quarterly on the 25th day of February, May, August and November: l0 O/ W) H9 Q! R2 d
in each year, in the amount per share determined by multiplying the4 M* ~1 k/ Y z7 y
applicable Quarterly Floating Dividend Rate by $25.00.- N( K( O. u7 K& e& o6 r1 m
On the 30th day prior to the commencement of the initial quarterly dividend x8 _, c0 Z- w, N8 p. X* ~, H
period beginning on February 25, 2014, and on the 30th day prior to the first
' R0 ~: P5 S2 U/ m5 j w* jday of each subsequent quarterly dividend period (the initial quarterly
' B% w$ R% g8 j$ E9 @dividend period and each subsequent quarterly dividend period is referred to5 p$ k# D) L# f6 u' S9 x
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the- \2 g+ }- `% E V# C5 z& Y7 a" m
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
. L! c9 q$ O- }' C* Q, PPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the+ D+ g% S8 E! L l. [
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
! J2 l0 v V4 W; W- Ielapsed in the applicable Quarterly Floating Rate Period divided by 365)
: C j$ S6 T" Z0 W0 Mdetermined on the 30th day prior to the first day of the applicable Quarterly' W' E$ N- p. s3 |4 q
Floating Rate Period.
/ M8 y1 N! d2 vS-5
1 U- Y$ J' [- _If the Board of Directors does not declare a dividend, or any part thereof, on! Z9 v" O" x! x# Y' \/ m. h
the Preferred Shares Series 19 on or before the dividend payment date for a6 m$ [/ B6 Y- d8 y3 m
particular quarter, then the entitlement of the holders of the Preferred
% b; D) B# K9 D& [2 Q+ _Shares Series 19 to receive such dividend, or to any part thereof, for such5 S# f7 w, H( x6 ~' T& t R
quarter will be forever extinguished.* R u* F/ e, G8 D; |0 J
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
0 @& C, f7 Z% r5 L! mSuperintendent and to the provisions described below under the heading
, P* @2 ?- I" I* U% ^2 i‘‘Details of the Offering — Certain Provisions of the Preferred Shares
- P/ ]! i9 o1 i: VSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,6 L% O6 Y4 j. x4 \
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all8 c5 k3 l& Q7 W: G- M. `( l
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s6 T# L( }; {6 P. }
option without the consent of the holder, by the payment of an amount in. c9 L( Z& }* Y8 o0 P
cash for each such share so redeemed of (i) $25.00 together with all declared
3 g& [3 L, O! ~( tand unpaid dividends to the date fixed for redemption in the case of- y- b1 a1 `1 g9 ?/ e q0 |' i) Z+ |
redemptions on February 25, 2019 and on February 25 every five years7 ]5 [. ?' {; }6 z0 d
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
) q$ q7 o# g0 k7 ]the date fixed for redemption in the case of redemptions on any other date3 M5 T) N5 K' V" G' m! u7 R, ]8 T
on or after February 25, 2014.: K3 F" s) ]3 e
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
; u) R* k. Z' L# f( _, ^Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have! G( V! |; n$ C# X* j
the right, at their option, to convert, on February 25, 2019 and on
- w0 s* T. M- L9 |. c& b hFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any! k5 y3 k9 V/ A( c
or all of their Preferred Shares Series 19 into an equal number of Preferred {! @1 e- S8 v7 H$ M' R( l' Z8 \7 B4 |
Shares Series 18 upon giving to the Bank written notice thereof not earlier
' |1 }" L( Q# {( I+ y8 zthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the9 _' |# V9 q2 `) j2 D; F. S
15th day preceding, a Series 19 Conversion Date.
( j; d6 t1 B6 ?! c# y; z+ u, VAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
2 G: h& B9 b' aProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
" Z- |( Z$ j" USeries 18, as the case may be, that there would be outstanding on such; j0 a( @$ B+ R: C! X f; u! u
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
* a' J/ ?' I0 H+ c( h# ksuch remaining number of Preferred Shares Series 19 will automatically be* s7 [) N* A; d8 o7 b5 Z# [5 @
converted on such Series 19 Conversion Date into an equal number of
& ~, T0 I# j8 V) ?* R& wPreferred Shares Series 18. Additionally, if the Bank determines that, after
( ^0 a: I2 s1 Mconversion, there would be outstanding on such Series 19 Conversion Date
& S- Q5 N& `" }5 {- w2 }) M! mless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares+ U5 X8 a% E& @4 y! u& S
Series 19 will be converted into Preferred Shares Series 18.
% J! w. d2 H5 ~6 ]/ HVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares) X% D: `4 T, Z( j3 K9 `
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
( D& n: E8 o4 jany meeting of the shareholders of the Bank unless and until the first time at; A: }* w9 A$ e
which the Board of Directors has not declared the whole dividend on the
0 s* i# s) f. U6 }6 a+ E9 wPreferred Shares Series 19 in any quarter. In that event, subject as; y' _$ Y( J) V$ y/ a
hereinafter provided, the holders of Preferred Shares Series 19 will be
* K0 g J9 I$ X( y' Lentitled to receive notice of, and to attend, meetings of shareholders at which2 z& Y) V* }0 S$ u
directors of the Bank are to be elected and will be entitled to one vote for
1 S) ?1 M& ]! X* r: weach Preferred Share Series 19 held. The voting rights of the holders of the
$ t% Z$ o4 c. a: T4 |( f3 MPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
" d1 t" L! E- m+ _) jthe first dividend on the Preferred Shares Series 19 to which the holders are
1 y4 K- ?$ N6 P& V" K8 Q" aentitled thereunder subsequent to the time such voting rights first arose until; Z4 h' [( ~4 ~0 V
such time as the Bank may again fail to declare the whole dividend on the5 f1 X% J/ p3 J" J3 \2 K
Preferred Shares Series 19 in respect of any quarter, in which event such) w, E+ A! l9 d$ Z- M. t) T
voting rights will become effective again and so on from time to time.5 D3 c+ v6 Y5 \$ R5 t' a
S-6
- j2 F4 G, r1 |1 fPriority: The preferred shares of each series of the Bank will rank on a parity with
, |7 X9 U$ ^$ x3 o& {" T; Oevery other series and are entitled to preference over the common shares of, k- e' d l. D) t4 ^- x# S. v. F# |
the Bank and over any other shares of the Bank ranking junior to the
* s( z* x1 `2 E7 rpreferred shares with respect to the payment of dividends and upon any+ i# Q1 u$ ]# X5 @) W! h
distribution of assets in the event of the liquidation, dissolution or
( H. ^! k( V7 B7 [; @" ~6 @) iwinding-up of the Bank.
& z7 ^" Q; t" J- pTax on Preferred Share The Bank will elect, in the manner and within the time provided under
5 S+ i; S5 B) T0 q8 o! h$ ]Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares) c# ?8 l {+ e
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
7 Y1 \- x' b( c2 G+ o9 U; [dividends received on such shares under Part IV.1 of such Act. |
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