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发表于 2008-11-29 16:58
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下面是BMO的:
% P4 }! N. s' Y) U3 Y( o8 RSUMMARY OF THE OFFERING
9 v K4 ~* f% \+ fThis 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’’.& a- O7 z) [9 c4 k
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.8 G* J" X0 I( z# b* N
Amount: $150,000,000 (6,000,000 shares).
. y1 I, a# \) O) p4 _8 k0 }Price and Yield: $25.00 per share to yield initially 6.50% per annum.( P7 }% A+ h6 W- z* `7 N) n
Principal Characteristics of the Preferred Shares Series 18
4 W7 S2 e2 k* x4 oDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed# \, W) d3 g& G/ k! D! B( T
non-cumulative preferential cash dividends, as and when declared by the; T! i+ Y, b2 n* t) d4 H! L
Board of Directors, subject to the provisions of the Bank Act, for the initial1 b$ d4 a# B: W+ s! T7 ]' F
period commencing on the closing date and ending on and including
( z0 F- `; v. ~) S9 ~February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the, H. C3 R$ M" z5 l
25th day of February, May, August and November in each year, at a rate
6 G9 H0 I( y; A" Gequal to $0.40625 per share. The initial dividend, if declared, will be payable
' [2 M2 p- D( d% CMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing- b: r1 S* I# J# ]+ t/ u% m% S) d
date of December 11, 2008.$ l- A1 V7 @4 X7 j$ ]
For each five-year period after the Initial Fixed Rate Period (each, a
) D( t. Z$ v- a7 F& ~‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
% n% t$ _4 y0 g- a% I: qSeries 18 will be entitled to receive fixed non-cumulative preferential cash
4 J( z: I" i4 M$ P+ }dividends, as and when declared by the Board of Directors, subject to the
% K, D& R% a. u" nprovisions of the Bank Act, payable quarterly on the 25th day of February,
; ]5 P6 Z. A: N/ ?) XMay, August and November in each year, in the amount per share per annum3 D1 V6 b4 a6 k& D+ k! s6 `' G
determined by multiplying the Annual Fixed Dividend Rate applicable to) N g. i: j+ `5 K* d8 a( k! W
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
" Q- F8 N" g4 d R8 \Rate for the ensuing Subsequent Fixed Rate Period will be determined by the {+ Z9 |+ a/ _. r% `, @ m, g
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
0 |1 C8 }6 Y. r% H/ yof such Subsequent Fixed Rate Period and will be equal to the sum of the0 I% W4 X- I7 q" `4 w3 l2 |4 ]; s, u
Government of Canada Yield on the applicable Fixed Rate Calculation Date
3 ?3 `, P, Z2 z9 hplus 3.83%.
6 ^3 }% a, O9 d% I) h9 t1 m1 ~If the Board of Directors does not declare a dividend, or any part thereof, on
- s2 I+ S- `" Y) R5 S- pthe Preferred Shares Series 18 on or before the dividend payment date for a( X/ b3 g% f/ b" A
particular quarter, then the entitlement of the holders of the Preferred! g7 E& \- l* a% ]) ^- ]3 h
Shares Series 18 to receive such dividend, or to any part thereof, for such
5 [1 k4 C7 P# D: D2 V0 l$ l% qquarter will be forever extinguished.
N/ x! C5 ?! IRedemption: Subject to the provisions of the Bank Act and to the prior consent of the+ i3 X0 W" d- E# o) T
Superintendent and to the provisions described below under ‘‘Details of the1 U, z5 j: j0 Q* P
Offering — Certain Provisions of the Preferred Shares Series 18 as a
3 X8 C& K% ^% u G- ^, sSeries — Restrictions on Dividends and Retirement of Shares’’, on2 u6 k' A+ O* d8 _& s( b
February 25, 2014 and on February 25 every five years thereafter, on not d3 V/ m+ H4 i0 z j9 {, G
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any9 x5 z6 g# m ~8 {6 }
part of the then outstanding Preferred Shares Series 18, at the Bank’s option: f2 q4 v6 w" l, J7 a: k
without the consent of the holder, by the payment of an amount in cash for" e0 U4 a# L: c" e
each such share so redeemed of $25.00 together with all declared and unpaid1 X6 l8 s5 y4 ]- D3 d+ J8 V- U
dividends to the date fixed for redemption.
6 O9 g1 `/ A3 |$ E, R4 vConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic, q0 a; N+ z' X' N) j
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
4 d$ V( V& C4 bthe right, at their option, to convert, on February 25, 2014 and on4 Y+ n, X1 \3 b5 j+ J/ z7 |
S-4
+ D/ Z: V& g% o2 IFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any. f( Y" a9 p" N1 U' e, [! J
or all of their Preferred Shares Series 18 into an equal number of Preferred# f+ u. M: M( W% ~
Shares Series 19 upon giving to the Bank notice thereof not earlier than
* e/ o. ]2 l5 o0 ] l$ q30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
7 s! [3 E7 T( y: Q, Bpreceding, a Series 18 Conversion Date.
9 X5 l* J6 L6 @2 d+ _Automatic Conversion If the Bank determines, after having taken into account all shares tendered. f8 J% Z. _4 q A0 J
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
8 P! ~: Z6 M, n) i& G1 W2 ]! {Series 19, as the case may be, that there would be outstanding on such! J2 b6 @; R) Z* V
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,9 D; f: l( C+ ]7 w2 E3 v
such remaining number of Preferred Shares Series 18 will automatically be; h! L1 I3 r* S1 |4 O6 n- c
converted on such Series 18 Conversion Date into an equal number of& `$ y' {) a9 r/ N
Preferred Shares Series 19. Additionally, if the Bank determines that, after
# Y5 b( _( q% r+ D4 d H6 Vconversion, there would be outstanding on such Series 18 Conversion Date
1 Q9 r: k( u: I' L7 Hless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares9 K5 I7 ~. Z0 B/ F
Series 18 will be converted into Preferred Shares Series 19.* x' H5 `* n0 z1 y; y7 F- _/ w+ b
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
7 }9 t; _" c+ e( V) C( }1 S @( @Series 18 will not be entitled as such to receive notice of, attend, or vote at,' L. H7 S, X4 B* Y# i
any meeting of the shareholders of the Bank unless and until the first time at
0 H. G a/ L# [which the Board of Directors has not declared the whole dividend on the5 V& G0 X$ T6 O' i0 A
Preferred Shares Series 18 in any quarter. In that event, subject as( A5 N1 z" L2 i: M
hereinafter provided, the holders of Preferred Shares Series 18 will be
6 `. p# a& @2 U7 D3 Y5 |( {; ~9 e0 t+ Xentitled to receive notice of, and to attend, meetings of shareholders at which
9 B7 s) w- V4 \7 _directors of the Bank are to be elected and will be entitled to one vote for$ Q7 v. R [. _" R' j
each Preferred Share Series 18 held. The voting rights of the holders of the7 X" s0 V7 B6 V+ S
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
: H7 _! h' z- F/ Wthe first dividend on the Preferred Shares Series 18 to which the holders are& G g7 B# h- X _
entitled thereunder subsequent to the time such voting rights first arose until
1 d6 W5 E& H) B/ ~* zsuch time as the Bank may again fail to declare the whole dividend on the
{0 h# h& O( K7 Y, gPreferred Shares Series 18 in respect of any quarter, in which event such' i& x% D; Z- L* z O0 z
voting rights will become effective again and so on from time to time.$ H: l4 e3 j: n4 d
Principal Characteristics of the Preferred Shares Series 19: X1 X5 [5 j9 C; R6 q& \5 |
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive6 O% I A, F5 P; C3 S3 G
floating rate non-cumulative preferential cash dividends, as and when2 c- l0 E* B) i+ }* e8 ~. b# D
declared by the Board of Directors, subject to the provisions of the Bank Act,
: T) x( i% t L' K7 ?2 a Kpayable quarterly on the 25th day of February, May, August and November
" r7 m" n8 h/ k7 \7 oin each year, in the amount per share determined by multiplying the! H2 b0 O4 ], n
applicable Quarterly Floating Dividend Rate by $25.00.
, b: y/ P/ A* R5 I; GOn the 30th day prior to the commencement of the initial quarterly dividend/ f/ z, B5 |8 R/ k& x& P# ^6 \. ?
period beginning on February 25, 2014, and on the 30th day prior to the first
: r! z+ [3 s: \; Aday of each subsequent quarterly dividend period (the initial quarterly5 s& C3 b8 R. L8 s7 `# Z. E% K
dividend period and each subsequent quarterly dividend period is referred to
2 W2 y0 d! R# j. C6 \as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
3 r. K5 h( n CQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate9 g; O) L# c) d1 Q$ J
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the" d. u9 r' M8 D x2 y. L3 C( x) i. v
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
_5 V' ~) ^& u( u' F! {# m8 T7 Uelapsed in the applicable Quarterly Floating Rate Period divided by 365)
! ^& m V4 ~' X: Pdetermined on the 30th day prior to the first day of the applicable Quarterly
/ n: ]8 w: N5 q2 _Floating Rate Period.6 ^6 o5 z& j; |3 ?4 }
S-5& T7 I& t: v5 @- o
If the Board of Directors does not declare a dividend, or any part thereof, on
5 p5 H! Z* T$ k1 y. L2 {; x( b Tthe Preferred Shares Series 19 on or before the dividend payment date for a
: w) k. F& g( F# f! H7 y) eparticular quarter, then the entitlement of the holders of the Preferred
$ }1 f I( }) g! z, fShares Series 19 to receive such dividend, or to any part thereof, for such
. S$ E" y7 l$ y0 |: mquarter will be forever extinguished.4 } \5 `& ^! V
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
' w) w5 ]1 `9 Z% YSuperintendent and to the provisions described below under the heading
, v% k2 k9 L5 q. m‘‘Details of the Offering — Certain Provisions of the Preferred Shares
L+ [2 H1 O! G) ^% m2 [6 qSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
( H b! R$ z' |on not more than 60 nor less than 30 days’ notice, the Bank may redeem all3 B* Z. c k! F' `! ]
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
7 Z' T# A4 I, m s# Noption without the consent of the holder, by the payment of an amount in
7 h. n' m4 _' a! R2 F {4 u( M# f8 S9 scash for each such share so redeemed of (i) $25.00 together with all declared
& O1 e4 I' T Y- \4 o3 F vand unpaid dividends to the date fixed for redemption in the case of H6 q7 C( l6 w; ~) x
redemptions on February 25, 2019 and on February 25 every five years/ P' @6 j' Z( S/ S6 N" i |
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to9 s; J, W3 v9 q2 g7 B3 P1 V
the date fixed for redemption in the case of redemptions on any other date
8 D5 w5 L' H: E {8 G( `4 ]on or after February 25, 2014." y3 k0 b0 E! V% b0 t8 v
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic+ C' a+ D. A& q$ y" U: N
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
9 ?& x4 c9 n! K8 D# fthe right, at their option, to convert, on February 25, 2019 and on' U9 Z ~# c f
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any, N5 g" [4 I: [$ f
or all of their Preferred Shares Series 19 into an equal number of Preferred$ n$ U+ j' ^8 h P, p
Shares Series 18 upon giving to the Bank written notice thereof not earlier! K# J$ W6 p2 D$ {6 ^5 {
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the. O4 i! Z, n! c4 q, C
15th day preceding, a Series 19 Conversion Date.
2 Y7 C, {, ]4 _% `Automatic Conversion If the Bank determines, after having taken into account all shares tendered
& b. U* ^! r# y) d; uProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
1 d& `/ @1 h, f( T; l8 ASeries 18, as the case may be, that there would be outstanding on such* {5 T8 r: F; B3 A
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
( v7 t- D1 T \1 b# `. S- f! a7 Osuch remaining number of Preferred Shares Series 19 will automatically be
8 }- D5 X- \5 B$ v" o9 @5 e6 m6 ~0 econverted on such Series 19 Conversion Date into an equal number of. ?- r$ W, `% k7 f
Preferred Shares Series 18. Additionally, if the Bank determines that, after% H8 n% K8 e' G- Q* L `
conversion, there would be outstanding on such Series 19 Conversion Date: A' @, c/ g& N$ |: `2 o6 k* q- D' U
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
/ R: H6 W7 l3 e+ S+ q9 }4 F* i/ cSeries 19 will be converted into Preferred Shares Series 18.
# o w3 D& r0 k) dVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares/ p( E) Q; S$ S* O& ^. j" n1 w5 D
Series 19 will not be entitled as such to receive notice of, attend, or vote at,2 t* L' C; U, h O
any meeting of the shareholders of the Bank unless and until the first time at+ o' T3 x, [! r+ f% U) Z) o. P# l
which the Board of Directors has not declared the whole dividend on the: [1 y3 u; I- H( A: R0 N6 R
Preferred Shares Series 19 in any quarter. In that event, subject as
- B0 `( A7 R3 c, S' C9 [hereinafter provided, the holders of Preferred Shares Series 19 will be# B3 g0 V' Q$ _. Z# ~% J' W: q6 j4 @8 Y
entitled to receive notice of, and to attend, meetings of shareholders at which; N8 P7 M# l7 o7 `% {. z' G
directors of the Bank are to be elected and will be entitled to one vote for
m5 C1 `: w( ?. U2 Jeach Preferred Share Series 19 held. The voting rights of the holders of the
' F+ q0 }9 {' L7 L# jPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
# b% A3 B4 O) v- T. C5 [4 ]the first dividend on the Preferred Shares Series 19 to which the holders are& X# G4 |0 L! B _- I8 s" d% e! z0 ^5 r
entitled thereunder subsequent to the time such voting rights first arose until
: ^# _% W( n' v1 @4 d" }8 @; Msuch time as the Bank may again fail to declare the whole dividend on the# d2 Q/ _) V8 s, R3 M
Preferred Shares Series 19 in respect of any quarter, in which event such
5 u& J8 u/ F5 n- hvoting rights will become effective again and so on from time to time.
/ H- L t y {0 C, ?! w4 V( @9 |) f- VS-6- t& ?$ \8 Y. Z0 I! ^
Priority: The preferred shares of each series of the Bank will rank on a parity with: i7 o0 q/ \% E7 C: m" P$ t
every other series and are entitled to preference over the common shares of
7 m, V# [" O# ?6 e( Kthe Bank and over any other shares of the Bank ranking junior to the
, q. G: x, B4 spreferred shares with respect to the payment of dividends and upon any. i1 p6 s. J5 q; P4 N) c7 m
distribution of assets in the event of the liquidation, dissolution or
+ |% ~; _) a' O. `5 x- owinding-up of the Bank.7 @) U! C2 t- f
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
9 c% `) m9 N! a K: F& o9 rDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares6 K& X7 K4 I9 ]7 G( p% ~
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
0 ?& m4 i/ g8 Wdividends received on such shares under Part IV.1 of such Act. |
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