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发表于 2008-11-29 16:58
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下面是BMO的:
$ g( d( b6 T+ ]& W2 k- r& k# HSUMMARY OF THE OFFERING
" Z% N# }7 j- J0 QThis 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’’.
; n8 V1 C$ f8 D: UIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.& s. J9 o9 M8 n" Z, f
Amount: $150,000,000 (6,000,000 shares).1 B# C5 G5 z" s- [& u& w
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
' ]# {+ [1 G7 B/ K3 XPrincipal Characteristics of the Preferred Shares Series 18
4 C7 R; \; ]( h7 [1 aDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
" K6 n0 P/ z2 l( B7 lnon-cumulative preferential cash dividends, as and when declared by the
1 }& `& n6 O7 kBoard of Directors, subject to the provisions of the Bank Act, for the initial
/ B$ j! O1 d. W$ t5 e0 ~period commencing on the closing date and ending on and including9 V- [/ w4 s# Y# ?$ m; x, q! {
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the5 p; v, h( v0 G' _
25th day of February, May, August and November in each year, at a rate
3 o0 w' ?5 k( |) R" \equal to $0.40625 per share. The initial dividend, if declared, will be payable
/ \3 P: J0 T: ?/ x7 [May 25, 2009 and will be $0.73459 per share, based on the anticipated closing0 K' w# @9 U7 l
date of December 11, 2008.
) I/ s. h* [8 s" v9 [0 jFor each five-year period after the Initial Fixed Rate Period (each, a* L8 |0 Q0 ~( z3 p* C8 {
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
" x; S3 C% Y! f7 C3 S: B2 zSeries 18 will be entitled to receive fixed non-cumulative preferential cash5 ]" B/ k, o% h0 ]# S
dividends, as and when declared by the Board of Directors, subject to the- F; A0 y8 \0 r5 h
provisions of the Bank Act, payable quarterly on the 25th day of February,) z* g- @ }+ @$ t$ D2 u9 W5 X" ]
May, August and November in each year, in the amount per share per annum0 m; B& z2 o# v8 K
determined by multiplying the Annual Fixed Dividend Rate applicable to& M+ N* X3 k+ A& w
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
0 E' ]. Z+ S( \) B+ C! e9 ]Rate for the ensuing Subsequent Fixed Rate Period will be determined by the' k& k' M1 @5 p. p7 O2 u
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
. x) v# K) S* A: _* l7 j. z% ^! ^of such Subsequent Fixed Rate Period and will be equal to the sum of the
3 l8 V) f+ H" MGovernment of Canada Yield on the applicable Fixed Rate Calculation Date, K- {% y' c- K
plus 3.83%. j% u, w `% V# S! @) Q
If the Board of Directors does not declare a dividend, or any part thereof, on0 { g4 d6 g1 h, d. u# Q: W
the Preferred Shares Series 18 on or before the dividend payment date for a
" ^7 f, n" ]' u! xparticular quarter, then the entitlement of the holders of the Preferred" k8 {) H0 s5 G- e; T
Shares Series 18 to receive such dividend, or to any part thereof, for such. ?$ @$ V& S2 d6 s, f! A5 h
quarter will be forever extinguished.
A1 E0 s0 Y! H2 D$ g; G% @Redemption: Subject to the provisions of the Bank Act and to the prior consent of the, |! H* i2 [$ `
Superintendent and to the provisions described below under ‘‘Details of the' k6 F2 o" J# O& E
Offering — Certain Provisions of the Preferred Shares Series 18 as a) a% h5 |6 S$ y0 H" x+ e& c& j# N
Series — Restrictions on Dividends and Retirement of Shares’’, on
4 z9 F' ]7 G" D+ }% b6 o9 A* N) {5 H0 qFebruary 25, 2014 and on February 25 every five years thereafter, on not) \4 }* [) a7 ~& p' `
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
$ L1 ]: |) X* ]! mpart of the then outstanding Preferred Shares Series 18, at the Bank’s option3 @# R- A' B+ l
without the consent of the holder, by the payment of an amount in cash for% y0 B& j. K+ i9 I+ v- `/ W
each such share so redeemed of $25.00 together with all declared and unpaid; g, O4 ^" V R' }0 E! ~7 c9 ^
dividends to the date fixed for redemption.9 f0 r2 z7 G2 y+ ?0 [% B
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic" M0 ?8 l, P$ q6 d9 e; w0 M
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
( _) C3 j6 e1 U+ r% x. U4 Zthe right, at their option, to convert, on February 25, 2014 and on
6 K6 E0 I* P. O; x5 v+ e5 A kS-4
- J# K2 g: `2 rFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any b2 P8 Y2 m4 Y' x2 `
or all of their Preferred Shares Series 18 into an equal number of Preferred
' ~( g4 G; i; Z! I5 {/ x5 X7 nShares Series 19 upon giving to the Bank notice thereof not earlier than* T( B5 K4 g) g6 [3 q. I! `% [- i) g
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
: P" M$ D. q% ?" _) A- Upreceding, a Series 18 Conversion Date.
9 @4 O' Y) E( a2 _, ]& QAutomatic Conversion If the Bank determines, after having taken into account all shares tendered2 j7 H. g( j+ q$ O' E- ^
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares( B$ V. O- }1 T; j; y+ Z1 a# T# p
Series 19, as the case may be, that there would be outstanding on such8 i3 ]7 |) l8 ~; w) }# |
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
/ Q0 B# `6 w# }+ `( u2 vsuch remaining number of Preferred Shares Series 18 will automatically be
- N! l1 S6 F+ d) @converted on such Series 18 Conversion Date into an equal number of" D! S2 V1 \9 q y2 @4 }- M! p
Preferred Shares Series 19. Additionally, if the Bank determines that, after
5 z0 K' Q% D2 \" H; H! R: M W5 ^conversion, there would be outstanding on such Series 18 Conversion Date
$ H: w/ y0 v( W2 g, A8 q/ }less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
4 f/ D4 M1 b; t5 t7 _Series 18 will be converted into Preferred Shares Series 19.
0 x, d. l9 X- u3 \7 |Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares } F$ L: Z0 v- y
Series 18 will not be entitled as such to receive notice of, attend, or vote at, T% w& k: S7 P- [9 h: ]1 T0 r
any meeting of the shareholders of the Bank unless and until the first time at: _0 h) q: v7 ?
which the Board of Directors has not declared the whole dividend on the; G4 ~ B) T z
Preferred Shares Series 18 in any quarter. In that event, subject as
: u1 U& h7 X9 p+ @0 Lhereinafter provided, the holders of Preferred Shares Series 18 will be5 u q/ m3 [8 N, C; d
entitled to receive notice of, and to attend, meetings of shareholders at which
7 t9 ~) x9 m' Y1 H# bdirectors of the Bank are to be elected and will be entitled to one vote for
2 y, A. `$ H( [/ [: d- n$ Geach Preferred Share Series 18 held. The voting rights of the holders of the
' b5 Q- v/ l+ e9 H cPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
6 I D4 Z5 `* w& Q4 G9 Z. n4 gthe first dividend on the Preferred Shares Series 18 to which the holders are! N2 O! [3 |2 r0 y
entitled thereunder subsequent to the time such voting rights first arose until) f7 c7 n( I( q; }
such time as the Bank may again fail to declare the whole dividend on the* M& E" M9 { b( _. Z
Preferred Shares Series 18 in respect of any quarter, in which event such% h, I# F7 a) w
voting rights will become effective again and so on from time to time./ X$ `$ Z6 `7 _ Y; f- F
Principal Characteristics of the Preferred Shares Series 197 D0 j/ W7 G7 K
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive }* F; z7 `; p S4 F! v$ ?
floating rate non-cumulative preferential cash dividends, as and when8 ]8 h* m: p# Z6 K y: X
declared by the Board of Directors, subject to the provisions of the Bank Act,
8 B$ l1 F$ ]- |0 ]* ~payable quarterly on the 25th day of February, May, August and November
0 P5 Y5 c% n* k- jin each year, in the amount per share determined by multiplying the9 G) J) j2 }. ?! f. n
applicable Quarterly Floating Dividend Rate by $25.00.
* ]9 U2 E H& Y( X8 VOn the 30th day prior to the commencement of the initial quarterly dividend
& q9 |. \7 j* K! U! N, r4 Hperiod beginning on February 25, 2014, and on the 30th day prior to the first
9 A% ^, ]0 B. Q. m4 T' ?6 L2 Mday of each subsequent quarterly dividend period (the initial quarterly
- x4 m L, U2 J( d5 s0 v3 kdividend period and each subsequent quarterly dividend period is referred to
9 B5 h/ `+ N' das a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the- ?# M0 F& g5 R1 Z9 K$ B; r- I! I
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate/ M h+ Q, l# W
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the) [' P- s X) W6 c
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days* [/ ?6 U/ T2 W/ k4 q
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
) i0 [& t- t6 udetermined on the 30th day prior to the first day of the applicable Quarterly
/ l$ }, C, e7 f. _# ~6 l7 z. rFloating Rate Period., T: v4 W6 L9 P/ P/ D
S-5
* L2 P- U) {8 X4 U8 W: {If the Board of Directors does not declare a dividend, or any part thereof, on
6 Q) B: @7 \2 l2 n0 ]+ n5 zthe Preferred Shares Series 19 on or before the dividend payment date for a' w8 }$ z f5 x Z8 n
particular quarter, then the entitlement of the holders of the Preferred. ?3 a9 L* e# H3 z
Shares Series 19 to receive such dividend, or to any part thereof, for such8 V6 `* q+ C" s# ~, i
quarter will be forever extinguished.9 l/ Z! `. m' r9 A) p
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
3 }0 s5 d4 G+ L, G2 A# j# d+ i% NSuperintendent and to the provisions described below under the heading1 g% } P0 a% E5 f5 t+ b! B# {5 V H
‘‘Details of the Offering — Certain Provisions of the Preferred Shares9 v+ `$ S1 a6 F# i0 L, n& v
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,7 Q+ e( `* |& h# F9 K3 o
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
8 C3 [8 W! T) X1 ]- Z( `, kor any part of the then outstanding Preferred Shares Series 19, at the Bank’s( g9 O" H) J" X' k- B |3 y# C
option without the consent of the holder, by the payment of an amount in
K9 z2 W" Q* X* r4 Zcash for each such share so redeemed of (i) $25.00 together with all declared
. ~8 m" z2 a0 S) J! b& Sand unpaid dividends to the date fixed for redemption in the case of) [' P7 X+ m* I% [; A# j }
redemptions on February 25, 2019 and on February 25 every five years
e1 k" D2 [" j2 I# dthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
! n3 e6 K& X0 x7 E& ~$ Sthe date fixed for redemption in the case of redemptions on any other date" A9 Z; I$ h; ?2 b# `- a2 V' ]& g( Z
on or after February 25, 2014.
: o* g# ]: S2 ~: QConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
: @4 W s( K2 g ^" O9 s* ^Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have) y- j) [# O/ D4 }* I8 s* M
the right, at their option, to convert, on February 25, 2019 and on
$ M$ }/ {$ ^; L' W. uFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
4 g$ F- f3 F {1 W/ Nor all of their Preferred Shares Series 19 into an equal number of Preferred; Q& ~) Z/ l8 a. k+ [, Z
Shares Series 18 upon giving to the Bank written notice thereof not earlier
6 N+ _+ C9 \' R" e/ Xthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
$ ?- S& B2 a- C: u; m' m, j) [# I15th day preceding, a Series 19 Conversion Date.* R! ?: ~% `, f$ ?# I
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
& S9 C$ w z. P0 MProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
, ^6 k/ Z& e% _" J3 Y1 g& {2 tSeries 18, as the case may be, that there would be outstanding on such# ~7 y; k' X. C2 t n5 G/ ?
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,5 ^. [2 e6 N' Q% X( p3 o4 @- U, Q
such remaining number of Preferred Shares Series 19 will automatically be
$ N' D) p& L# \! Y' _9 E) |, wconverted on such Series 19 Conversion Date into an equal number of" I5 p# I [ ?5 j5 ?0 b, M
Preferred Shares Series 18. Additionally, if the Bank determines that, after' Y- n9 x/ I3 [8 ~/ r6 i
conversion, there would be outstanding on such Series 19 Conversion Date$ P0 F% F5 R; L% R1 O- O1 u. R1 y
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares; X! Z* V( r7 b) s6 q: \
Series 19 will be converted into Preferred Shares Series 18.- Z7 e% e: A3 y+ t( d# U7 X9 Y- L: b
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares" V% i3 F2 L, i4 `4 @9 R& r& w) ]
Series 19 will not be entitled as such to receive notice of, attend, or vote at,/ V$ ^& S- z2 ?' T4 n6 _8 B1 n
any meeting of the shareholders of the Bank unless and until the first time at& e3 C2 x- k$ R
which the Board of Directors has not declared the whole dividend on the5 w; ~8 C/ R% ?8 I
Preferred Shares Series 19 in any quarter. In that event, subject as8 F. U0 l( \5 m
hereinafter provided, the holders of Preferred Shares Series 19 will be7 z9 k/ |. G r9 p k8 O% W& u
entitled to receive notice of, and to attend, meetings of shareholders at which
( ]* S* }1 x7 D- Cdirectors of the Bank are to be elected and will be entitled to one vote for4 Y P) _0 u% v4 z
each Preferred Share Series 19 held. The voting rights of the holders of the
6 n @# ]) R# G6 l |Preferred Shares Series 19 will forthwith cease upon payment by the Bank of1 j7 W U( d' q: l5 Q1 z
the first dividend on the Preferred Shares Series 19 to which the holders are
2 K4 l+ V5 j1 I# Zentitled thereunder subsequent to the time such voting rights first arose until1 G- ~ ~! }* W% A" \2 q
such time as the Bank may again fail to declare the whole dividend on the& q# I2 }0 q1 g* D
Preferred Shares Series 19 in respect of any quarter, in which event such; b% G* w: j4 a0 s1 |
voting rights will become effective again and so on from time to time. h( A b" T# `: b8 P4 ^2 V- Q
S-6, `1 q, f- `) G; b; r9 X
Priority: The preferred shares of each series of the Bank will rank on a parity with7 Y7 @ V/ P/ |
every other series and are entitled to preference over the common shares of
, B; B8 j' g* _8 w& A: v2 Ithe Bank and over any other shares of the Bank ranking junior to the
9 {- Q* v4 H0 n/ p5 \5 W/ qpreferred shares with respect to the payment of dividends and upon any5 |6 m; d/ Z0 ?. \0 G
distribution of assets in the event of the liquidation, dissolution or1 j$ Y) T: {1 v7 Z# i9 h- G8 J( J2 ], a1 i
winding-up of the Bank.
4 s( ?1 f8 C& w6 j1 o Y, JTax on Preferred Share The Bank will elect, in the manner and within the time provided under% e J5 I8 ?5 y4 A0 L/ c: q+ t
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares) ]5 x& \. H& W w# k
Series 18 and Preferred Shares Series 19 will not be required to pay tax on" c; y! f! [2 s% q4 N* Y6 X1 A
dividends received on such shares under Part IV.1 of such Act. |
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