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发表于 2008-11-29 16:58
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下面是BMO的:; k0 E2 u, Y+ I( I: i$ M3 ~
SUMMARY OF THE OFFERING
0 e( {7 J4 e! F2 F$ J) q; C* \# OThis 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’’.
5 K- b$ t& B1 L, X% t( tIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.7 A4 I7 j/ ~; T6 l/ b9 {# O
Amount: $150,000,000 (6,000,000 shares)./ P/ B2 K! u9 P: m- E; n
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
6 l7 y( i! s4 H1 Z" L0 ^% {1 cPrincipal Characteristics of the Preferred Shares Series 18+ e) u; L/ P0 P) X
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed& n2 G0 I' }- O* q0 i7 H1 [
non-cumulative preferential cash dividends, as and when declared by the- l' x/ m$ U) d7 F# z$ i0 V
Board of Directors, subject to the provisions of the Bank Act, for the initial
0 T6 @$ Z, H/ O/ p2 W, kperiod commencing on the closing date and ending on and including
% g5 @, Y/ J- f2 k( }February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the9 G: b: U( Y- e$ l; B
25th day of February, May, August and November in each year, at a rate
5 I# g3 T+ ~4 F K' [equal to $0.40625 per share. The initial dividend, if declared, will be payable, t3 P2 M7 m: ]2 g C: g" G" S
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
: ~) [. h2 Q% g5 w. ^date of December 11, 2008.) ]4 }, u+ n3 g
For each five-year period after the Initial Fixed Rate Period (each, a1 |/ {7 d, X& ?9 U" i2 Y5 y
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
# n2 o* J9 i( ~, V: ` e zSeries 18 will be entitled to receive fixed non-cumulative preferential cash' s$ h$ Q3 U D; j! @7 `3 V$ @
dividends, as and when declared by the Board of Directors, subject to the5 |8 G+ G8 @2 I' I( w
provisions of the Bank Act, payable quarterly on the 25th day of February,- m6 X6 e- p( Z+ q
May, August and November in each year, in the amount per share per annum
9 V& b. l5 m' A4 }determined by multiplying the Annual Fixed Dividend Rate applicable to
. O5 _0 l% S$ f- g8 M9 wsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend! O% y3 ^; {+ s6 P7 ?
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
; E$ g; m6 M" @9 B. y! q4 cBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
9 r: w! k w' L% `! K0 uof such Subsequent Fixed Rate Period and will be equal to the sum of the
% Y1 y; g# k2 _' [2 K& m6 GGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
, [3 H: s" j' j9 g2 _, wplus 3.83%.
/ M# R3 P( r7 |6 o8 o9 GIf the Board of Directors does not declare a dividend, or any part thereof, on/ d) q! B- ]: K- t: `* Y
the Preferred Shares Series 18 on or before the dividend payment date for a
$ R2 j- u6 k/ T, Z- wparticular quarter, then the entitlement of the holders of the Preferred
4 j9 U* E$ q qShares Series 18 to receive such dividend, or to any part thereof, for such8 k$ [# p) p( F; d0 \6 V, h/ T
quarter will be forever extinguished.& ]! @ A9 b2 ]. r
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the, F( {% t* ]; G4 s' g, Y1 P
Superintendent and to the provisions described below under ‘‘Details of the9 }# U% y/ w! {9 y: {
Offering — Certain Provisions of the Preferred Shares Series 18 as a
6 n$ Y' J* _1 W* {" kSeries — Restrictions on Dividends and Retirement of Shares’’, on4 A, u7 A$ d6 u1 P* v
February 25, 2014 and on February 25 every five years thereafter, on not9 l3 H* D2 Y2 K) M+ E
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any" C/ \0 j6 d+ N8 n& z ^0 x
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
j) B4 Z) O% {) V6 Pwithout the consent of the holder, by the payment of an amount in cash for
+ y9 x6 Y/ [# h0 l! yeach such share so redeemed of $25.00 together with all declared and unpaid
* g L+ R. e. t+ B% L5 h5 fdividends to the date fixed for redemption.
2 J6 w; t! ^: h" R6 qConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic$ r/ E; e, ]) x/ @% j: V v" j
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have& ], \; \$ j( C
the right, at their option, to convert, on February 25, 2014 and on
( |/ f# h0 j4 ^3 ~S-4
- D w0 V# k3 U$ X! }6 a# mFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any* q: b4 C, r* |& f$ M! y) s2 G. o) C
or all of their Preferred Shares Series 18 into an equal number of Preferred; E0 g3 l @% k$ s# E( Q
Shares Series 19 upon giving to the Bank notice thereof not earlier than
! a+ r% Z7 T+ u8 Z7 \! G# Y30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
4 K6 }3 O! L8 k5 c$ ?) Y! Ypreceding, a Series 18 Conversion Date.
' Z& g+ Z/ \9 \4 ]Automatic Conversion If the Bank determines, after having taken into account all shares tendered
4 B y5 T1 F; ?: o( E8 pProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
: W- j: I; R7 v! v. U* h" mSeries 19, as the case may be, that there would be outstanding on such
( N& i) o% v1 [ y7 z7 XSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,0 d6 G' _ j7 Q
such remaining number of Preferred Shares Series 18 will automatically be
% o* h/ b/ D9 z; ^2 T8 ]converted on such Series 18 Conversion Date into an equal number of8 g* p E" ^4 O! k1 O3 d3 b8 w
Preferred Shares Series 19. Additionally, if the Bank determines that, after2 u5 w; |4 F7 t+ L
conversion, there would be outstanding on such Series 18 Conversion Date
; h; Q( i4 A' \$ M6 `# Oless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares: x; w. o% N- N" t' p+ _; o
Series 18 will be converted into Preferred Shares Series 19.% g/ s; Z6 v" ]; J
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
M1 l9 H O5 n; U% I4 OSeries 18 will not be entitled as such to receive notice of, attend, or vote at,. i! n! G7 t" \* K$ B& A
any meeting of the shareholders of the Bank unless and until the first time at. |+ ~# P, C: U6 Q8 a
which the Board of Directors has not declared the whole dividend on the
% r0 T4 ]& g1 p5 |+ k% M. e( P9 [Preferred Shares Series 18 in any quarter. In that event, subject as0 {% J0 ^6 f! A2 V" c, x
hereinafter provided, the holders of Preferred Shares Series 18 will be& Y; Z! a9 P& J* D( h4 Y
entitled to receive notice of, and to attend, meetings of shareholders at which
% k) V) g" I Gdirectors of the Bank are to be elected and will be entitled to one vote for+ \# j# {$ Y$ a9 V) x$ p: Y
each Preferred Share Series 18 held. The voting rights of the holders of the7 {: A. X* A. i7 p: B( ?
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
; g% \" s$ G3 ithe first dividend on the Preferred Shares Series 18 to which the holders are* t) m5 }8 R* G
entitled thereunder subsequent to the time such voting rights first arose until3 m$ T6 f# V$ v9 e/ Z& c* i
such time as the Bank may again fail to declare the whole dividend on the
+ j* S+ e1 x5 T/ ?+ d( vPreferred Shares Series 18 in respect of any quarter, in which event such
}' N4 A5 i$ t8 Evoting rights will become effective again and so on from time to time.
B: I; h: Q8 t2 e& lPrincipal Characteristics of the Preferred Shares Series 19
" w! X( r Y9 f: I5 F# ~) I+ ^/ KDividends: The holders of the Preferred Shares Series 19 will be entitled to receive R. S6 R# P- o/ a0 W M
floating rate non-cumulative preferential cash dividends, as and when
6 `# Y7 ?& e0 D4 `8 fdeclared by the Board of Directors, subject to the provisions of the Bank Act,
) o# Y5 ^9 V$ |0 d$ n6 Bpayable quarterly on the 25th day of February, May, August and November
1 G$ p9 G/ `+ K$ Jin each year, in the amount per share determined by multiplying the! V+ c; K9 V8 p5 L
applicable Quarterly Floating Dividend Rate by $25.00.
5 Q) P3 c6 z/ TOn the 30th day prior to the commencement of the initial quarterly dividend$ \! h* e2 j6 v4 W* p2 ?! n
period beginning on February 25, 2014, and on the 30th day prior to the first( @' g G8 O+ i+ x, I( ?
day of each subsequent quarterly dividend period (the initial quarterly
2 o& w' t# Z- s' R6 a, c( Bdividend period and each subsequent quarterly dividend period is referred to6 }, o. p4 ] j
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
/ T3 s* V" l! P; p3 GQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate% d0 D# |+ f6 E4 u
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the* v/ ` l% z- F# B* A$ R6 O
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
' H. H- D% N& m7 Z* aelapsed in the applicable Quarterly Floating Rate Period divided by 365)
( M3 L m# k+ \8 R7 Zdetermined on the 30th day prior to the first day of the applicable Quarterly s5 w! }, G) n' w2 G. ~
Floating Rate Period.8 |! X( S8 n6 V% v3 O3 a/ S3 x
S-5
7 n( l* a6 t% f3 B3 uIf the Board of Directors does not declare a dividend, or any part thereof, on! v/ m& P) A/ \7 @
the Preferred Shares Series 19 on or before the dividend payment date for a9 f" x+ T% }8 |) ~9 A
particular quarter, then the entitlement of the holders of the Preferred% \& K4 w, Z" R- \
Shares Series 19 to receive such dividend, or to any part thereof, for such. W' X7 E) [3 Z
quarter will be forever extinguished.4 ~: a6 H8 R0 \
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
0 t6 _: I2 W) t# E* [. y9 gSuperintendent and to the provisions described below under the heading
% W) `1 Z% D2 A+ }‘‘Details of the Offering — Certain Provisions of the Preferred Shares
$ C0 j- p6 n4 t H3 k6 RSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
" _, M& T% ~7 r- E- von not more than 60 nor less than 30 days’ notice, the Bank may redeem all
. O7 y2 O w5 L7 I( C ]or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
9 ?: f! ]5 T5 Q4 V$ l8 e% Y1 S0 N! Soption without the consent of the holder, by the payment of an amount in C- i5 [6 y: o
cash for each such share so redeemed of (i) $25.00 together with all declared
, Y# }5 S! ?; U5 e& l0 ^and unpaid dividends to the date fixed for redemption in the case of
7 v# D0 i. Q; {# M6 _# c6 tredemptions on February 25, 2019 and on February 25 every five years6 x6 {$ z7 L+ Q7 `2 B
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to5 z! ]- M) b' m( ^- E( ?" z
the date fixed for redemption in the case of redemptions on any other date
7 E2 C$ I* f5 Q/ oon or after February 25, 2014.7 s: R! m; d. F
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
3 c* Y& ~3 C8 u/ a* j* Z9 H% B0 tShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
2 A5 `+ S6 f* n7 j1 J9 Zthe right, at their option, to convert, on February 25, 2019 and on/ S9 J7 o/ k1 B
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
8 B) T, [" I' j6 E( X# N- S. ^or all of their Preferred Shares Series 19 into an equal number of Preferred
& n( x$ Y* d3 w& J3 E- hShares Series 18 upon giving to the Bank written notice thereof not earlier5 |! Y/ d+ f; M( ]
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the( y1 Z; z0 f; j$ P4 ~$ v6 _! G
15th day preceding, a Series 19 Conversion Date.
% [* p0 b: K+ `& E- {$ NAutomatic Conversion If the Bank determines, after having taken into account all shares tendered8 M- R2 {* C* o' ]) G7 R/ }$ s9 \
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares# w" }& R, Q4 C) n
Series 18, as the case may be, that there would be outstanding on such
7 w" ~' k( b+ Y* ASeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
& Z% H8 U, G) B& o. O- g7 isuch remaining number of Preferred Shares Series 19 will automatically be' S. b7 c, {- L/ B0 @0 v# h
converted on such Series 19 Conversion Date into an equal number of* ^2 v. @: S+ o
Preferred Shares Series 18. Additionally, if the Bank determines that, after1 g- V4 L6 G2 q/ S! U# ?) l
conversion, there would be outstanding on such Series 19 Conversion Date
) h4 x- U3 Z0 X5 Z4 d9 N% m8 Mless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares8 y3 S$ p/ y. C- P5 h2 d; t [6 I' r
Series 19 will be converted into Preferred Shares Series 18.
7 `( z o' ~9 b% c; s% BVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares4 b( z0 p9 ]1 J1 {
Series 19 will not be entitled as such to receive notice of, attend, or vote at,8 L! R9 J3 Y$ o' U9 j) J
any meeting of the shareholders of the Bank unless and until the first time at
4 h* m/ }0 f9 o" F% c- S% }$ rwhich the Board of Directors has not declared the whole dividend on the; ^5 t/ j* M$ v! F4 L2 u
Preferred Shares Series 19 in any quarter. In that event, subject as
' g7 u) Q6 U, Uhereinafter provided, the holders of Preferred Shares Series 19 will be
' j( l9 @3 A; Z& |entitled to receive notice of, and to attend, meetings of shareholders at which
/ i0 Z* E0 V c* [* E! e* B% ]directors of the Bank are to be elected and will be entitled to one vote for1 x! b* L5 | ` Z' f6 S
each Preferred Share Series 19 held. The voting rights of the holders of the* C& r. e" ]" b7 K
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of! t+ J, q/ L( r$ Y; e
the first dividend on the Preferred Shares Series 19 to which the holders are- q- `, G: s% F* P
entitled thereunder subsequent to the time such voting rights first arose until
7 h$ _9 Y. n4 w) ^2 Bsuch time as the Bank may again fail to declare the whole dividend on the
* J. T) c" F; h/ Q" f' X. HPreferred Shares Series 19 in respect of any quarter, in which event such- C1 ?" [1 Z2 t/ I- z' x o7 r
voting rights will become effective again and so on from time to time.
* T: \# B) H. G! oS-6
; D5 i D# U+ K- ^- D. UPriority: The preferred shares of each series of the Bank will rank on a parity with
- } H2 ?' X$ H3 s3 vevery other series and are entitled to preference over the common shares of) `9 s; N2 R: I" t
the Bank and over any other shares of the Bank ranking junior to the
6 c# q) [3 m$ R+ d: ?/ }preferred shares with respect to the payment of dividends and upon any! ]/ I* e3 f# g5 X, r+ N
distribution of assets in the event of the liquidation, dissolution or9 z/ S3 i3 u2 `' O6 d
winding-up of the Bank.
& H; Q8 c2 d6 v3 t5 |2 _7 qTax on Preferred Share The Bank will elect, in the manner and within the time provided under- F2 p5 N. E8 }4 ~4 q/ S) R3 l% M
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
8 ~6 N* p4 U& J3 XSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
; G* N9 W' a* udividends received on such shares under Part IV.1 of such Act. |
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