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发表于 2008-11-29 16:58
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下面是BMO的:
3 n; O0 _# u& d* LSUMMARY OF THE OFFERING$ p/ T/ t, X; x
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’’.
/ T9 u# G- F( N, I% ^; P- a4 XIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.! Z3 m3 I' C! M* p5 M
Amount: $150,000,000 (6,000,000 shares).
3 }+ G+ ?, l6 Q+ pPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
* O: ^7 a! P( H; rPrincipal Characteristics of the Preferred Shares Series 18- ~3 o6 q; c! `# w5 ^
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed: I# h) ^" e& y! Q
non-cumulative preferential cash dividends, as and when declared by the0 g$ f+ I" o2 m1 F0 i
Board of Directors, subject to the provisions of the Bank Act, for the initial
" o5 M% S+ I" r8 w; w7 U7 e& s8 Zperiod commencing on the closing date and ending on and including
: `7 Y, E5 O+ z6 p, Q* e( CFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the8 X4 a- i1 ? ^: ?, n$ A, }1 L
25th day of February, May, August and November in each year, at a rate
) A: _- b* o% ` H* Bequal to $0.40625 per share. The initial dividend, if declared, will be payable
+ c; r5 w/ H% _1 i; N0 Z. v EMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
9 Y; k. N6 c4 O3 ?, K" ^9 zdate of December 11, 2008.
- W$ M6 t1 f; J! |$ _1 C1 L3 RFor each five-year period after the Initial Fixed Rate Period (each, a$ T/ I1 l& D0 O, q7 T% b) c8 G5 L
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
4 a; Q1 a: t: F* ^& [+ E$ E. VSeries 18 will be entitled to receive fixed non-cumulative preferential cash
0 t, Y( S- o S0 gdividends, as and when declared by the Board of Directors, subject to the
# C( J5 r8 {# [1 p! y5 _* l9 y7 Dprovisions of the Bank Act, payable quarterly on the 25th day of February,
" ]* Q9 @; p! O( t a7 a* i3 d: c+ wMay, August and November in each year, in the amount per share per annum' f! k3 S* T; T& Z [
determined by multiplying the Annual Fixed Dividend Rate applicable to
. c# v$ @ r; p( nsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
# b Y" v7 t( V* g1 ZRate for the ensuing Subsequent Fixed Rate Period will be determined by the
* Z7 l9 L/ R. E5 v: H/ x8 o$ s" mBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day- N9 C7 c8 N9 I" N% ` g3 M5 d
of such Subsequent Fixed Rate Period and will be equal to the sum of the
; `2 ]6 u/ s! o; d7 z/ \7 Z- q4 qGovernment of Canada Yield on the applicable Fixed Rate Calculation Date; A% |& r1 S1 d/ e
plus 3.83%.
' A/ n p( Z: d1 u) Y1 lIf the Board of Directors does not declare a dividend, or any part thereof, on
1 a' C# {% e% f1 Dthe Preferred Shares Series 18 on or before the dividend payment date for a' U" H# L# Z) x. ]' l
particular quarter, then the entitlement of the holders of the Preferred" Z$ b% f/ {2 d h5 N$ e- T
Shares Series 18 to receive such dividend, or to any part thereof, for such/ k4 \$ s0 F5 y9 x5 I* r
quarter will be forever extinguished.
; v$ ~( m: k9 XRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
/ W2 `' X- T7 B6 ?0 m6 aSuperintendent and to the provisions described below under ‘‘Details of the
( b. l9 f t7 i! O$ v. ?Offering — Certain Provisions of the Preferred Shares Series 18 as a
0 l3 H4 V% A4 U3 X6 R8 v: pSeries — Restrictions on Dividends and Retirement of Shares’’, on
) }$ P) L6 o. L; t, cFebruary 25, 2014 and on February 25 every five years thereafter, on not
0 S/ x+ [3 p2 W7 `; e. hmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
?8 B# u g6 R l7 \+ wpart of the then outstanding Preferred Shares Series 18, at the Bank’s option1 L4 P; G# i% C5 a, f
without the consent of the holder, by the payment of an amount in cash for, m4 x/ ~/ ]6 A8 Z
each such share so redeemed of $25.00 together with all declared and unpaid
0 A% @+ O2 e9 w" |- _dividends to the date fixed for redemption.
' a& Q, H2 l. {- {$ }" `7 yConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
( w' A$ Z# n7 Z' vShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
$ R( V8 E$ q7 e# }$ K% |& ?the right, at their option, to convert, on February 25, 2014 and on
/ E4 W3 ] `, b uS-4 B9 T0 d' T, Q9 `! ]6 P
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any( i& X% l( d% ]
or all of their Preferred Shares Series 18 into an equal number of Preferred
$ N9 ~( H3 o: hShares Series 19 upon giving to the Bank notice thereof not earlier than
! N1 Q4 h& r: J3 [3 K/ u30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
. U, w4 e6 g: R9 t. A( L l, q. }preceding, a Series 18 Conversion Date.
2 K& n& A! u% DAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
7 R4 a9 i4 R6 y8 `0 ?Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares7 j4 e$ U% D* s) v
Series 19, as the case may be, that there would be outstanding on such
8 r- x/ M6 s. H, A* [( `2 F# lSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
7 w/ }9 Y5 h% X! k! A. t, Y3 l0 Xsuch remaining number of Preferred Shares Series 18 will automatically be
$ n$ T0 Q6 e+ A* z0 V5 K5 s5 tconverted on such Series 18 Conversion Date into an equal number of
! q4 A4 u, l, r4 P% _! \; [Preferred Shares Series 19. Additionally, if the Bank determines that, after
5 o0 a1 C/ C$ s4 D" k+ n& Oconversion, there would be outstanding on such Series 18 Conversion Date; L8 a/ {3 w! u8 A7 d0 g! ]; q9 r) s
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
! X* A* _+ \1 ^$ Q" JSeries 18 will be converted into Preferred Shares Series 19.( S$ Z5 X8 }/ n/ H
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares$ q' \* E+ X8 W0 e
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
! w. J% f# k8 ^: nany meeting of the shareholders of the Bank unless and until the first time at
: B" i; r; v& L- z T( bwhich the Board of Directors has not declared the whole dividend on the6 x& ?5 [4 x/ @ o( f2 C5 N2 L
Preferred Shares Series 18 in any quarter. In that event, subject as( \4 W) s# S, n1 M+ n6 l/ [0 M
hereinafter provided, the holders of Preferred Shares Series 18 will be
! i& F% c. r0 J+ s* H/ V6 xentitled to receive notice of, and to attend, meetings of shareholders at which
/ Z, y$ n! q- l# \* |) V0 ddirectors of the Bank are to be elected and will be entitled to one vote for: d: U5 i1 S1 @
each Preferred Share Series 18 held. The voting rights of the holders of the- y4 m1 A8 x5 u# U2 F
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
' f C2 \* Q9 [$ X1 j" Ethe first dividend on the Preferred Shares Series 18 to which the holders are
" D2 H4 S+ ~5 z3 m+ `7 |entitled thereunder subsequent to the time such voting rights first arose until! E' z& W( ~) q
such time as the Bank may again fail to declare the whole dividend on the
' {& w% m, Y3 a% e; ]9 }Preferred Shares Series 18 in respect of any quarter, in which event such: ^; x7 L7 Z! x- f7 d" X) Q
voting rights will become effective again and so on from time to time.+ h, o! I, l; F( F2 p4 Y
Principal Characteristics of the Preferred Shares Series 19
! k, U, ~# ?- U$ U4 ZDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
( @( `& ^( }/ J5 g3 W$ f, B+ f( }floating rate non-cumulative preferential cash dividends, as and when
* h; J; m1 A4 T' U0 I: V3 Z# m( T) f& `declared by the Board of Directors, subject to the provisions of the Bank Act,/ f( J1 z! S# H4 Q0 |6 l' x& y* Z
payable quarterly on the 25th day of February, May, August and November, W! d9 q( v6 Q/ {% W: H& {
in each year, in the amount per share determined by multiplying the9 c/ E" e; _' k
applicable Quarterly Floating Dividend Rate by $25.00.; Y5 e5 R4 ^# t0 R0 U6 b/ g5 t7 y2 W
On the 30th day prior to the commencement of the initial quarterly dividend% v Y8 _: B& h, t
period beginning on February 25, 2014, and on the 30th day prior to the first
( s* A+ q7 G, \2 yday of each subsequent quarterly dividend period (the initial quarterly$ z( N7 P& t g% i# n
dividend period and each subsequent quarterly dividend period is referred to
) y2 H+ @5 X Z$ |; Nas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the# m& @! a5 [5 V! r( X3 G
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate6 D3 r ^( g: D9 M1 A
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
3 }% C# q- S& C6 c- XT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days8 I6 H4 c! R i* q" ^
elapsed in the applicable Quarterly Floating Rate Period divided by 365): ]/ ^, s' ~5 \0 ]3 `( J
determined on the 30th day prior to the first day of the applicable Quarterly
- A# o* R" `- E0 PFloating Rate Period.! p1 u) x" R/ O, _: p/ M! h, H
S-5
' \& L; S; _- X% C% @9 K# @- f: rIf the Board of Directors does not declare a dividend, or any part thereof, on- I0 c4 G- h* T# d, R& a2 ]5 Y
the Preferred Shares Series 19 on or before the dividend payment date for a& o4 a: `4 h* F: C+ C& ~, x
particular quarter, then the entitlement of the holders of the Preferred
0 e2 H4 I1 K. g1 |9 r/ y. FShares Series 19 to receive such dividend, or to any part thereof, for such
8 _% @, k% H5 g% j$ O4 U# s$ Cquarter will be forever extinguished.( N# t |/ }- T% u8 P7 D# P
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
' b: @: Q! L% _Superintendent and to the provisions described below under the heading4 L! D. x2 a9 g9 H3 S% P
‘‘Details of the Offering — Certain Provisions of the Preferred Shares- F* b/ i* u7 V7 J: c
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
# L3 K7 T+ A+ Son not more than 60 nor less than 30 days’ notice, the Bank may redeem all# y# G( U; t. b. u) }: v
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s6 T0 `; L$ O* M% k' t+ e [4 o7 T
option without the consent of the holder, by the payment of an amount in
) w: w' O0 _1 S& O9 T/ J6 @cash for each such share so redeemed of (i) $25.00 together with all declared
" e$ q% C7 f* E0 g) f4 rand unpaid dividends to the date fixed for redemption in the case of
- |4 i' [! z: O3 gredemptions on February 25, 2019 and on February 25 every five years4 Q; \0 J4 Z6 T# m4 y
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
% C* o- e- v1 u2 q+ A) M B3 \the date fixed for redemption in the case of redemptions on any other date9 f7 X/ }5 O' w2 R2 v# z
on or after February 25, 2014.3 l1 R/ r4 w( w& m- ^* h# u
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic. h1 I( g t/ `
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
! d/ y- X$ _ w4 @4 kthe right, at their option, to convert, on February 25, 2019 and on
- A8 Q9 }% E8 `) [& z2 n1 S4 ?February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any1 e1 p1 `! a) t; L2 m) W
or all of their Preferred Shares Series 19 into an equal number of Preferred
/ s& d3 @( X; V5 z$ J6 r7 L' hShares Series 18 upon giving to the Bank written notice thereof not earlier
/ |& t" H6 L2 R6 Y$ Qthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
! w' q7 d- i" {/ _1 ^' p7 Q( F8 Y) `( J15th day preceding, a Series 19 Conversion Date.
% J$ s$ c2 z& q6 r; }, U( {Automatic Conversion If the Bank determines, after having taken into account all shares tendered
* I3 C! Y8 ~- y2 kProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares8 `/ @" P& x) r5 e+ }5 ^; c" y$ @
Series 18, as the case may be, that there would be outstanding on such4 Y4 R' Z# |! a
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,5 N- t7 J* U5 l! K4 S$ G; e
such remaining number of Preferred Shares Series 19 will automatically be
4 W' H0 r* d, b f/ w& U+ n& gconverted on such Series 19 Conversion Date into an equal number of
" E/ g2 E- ?' F+ a& s- w% mPreferred Shares Series 18. Additionally, if the Bank determines that, after
8 s9 j! W$ C q! [% Econversion, there would be outstanding on such Series 19 Conversion Date7 o l$ e9 H# v# Z
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares! o% A7 K O, V3 z( C
Series 19 will be converted into Preferred Shares Series 18.
' f# J2 h, X' Q8 S7 rVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
) W4 E/ d2 O; ]% xSeries 19 will not be entitled as such to receive notice of, attend, or vote at,# V+ I1 F' v8 Q, }% c+ E# u
any meeting of the shareholders of the Bank unless and until the first time at4 Y0 W" [" q& b4 z- L" ]2 B! |- v
which the Board of Directors has not declared the whole dividend on the; h s P* f: W- ?
Preferred Shares Series 19 in any quarter. In that event, subject as k# |; W: Z# l/ N; J" Z
hereinafter provided, the holders of Preferred Shares Series 19 will be
6 G! @- P9 G( Y) |: S0 xentitled to receive notice of, and to attend, meetings of shareholders at which4 i4 {- ?" M5 m1 Y% d* P
directors of the Bank are to be elected and will be entitled to one vote for
5 ]+ p. f+ s8 C$ H, ~6 C1 Feach Preferred Share Series 19 held. The voting rights of the holders of the: f3 f, c: f1 m* {
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
( N: {, u& f5 l9 l. }( a r- Uthe first dividend on the Preferred Shares Series 19 to which the holders are
5 w! k4 [6 b9 g2 B& ~8 Y& mentitled thereunder subsequent to the time such voting rights first arose until$ v4 f4 I+ ]+ W1 K. R- D5 x$ w
such time as the Bank may again fail to declare the whole dividend on the
3 e* r$ r& a* V' D" y8 HPreferred Shares Series 19 in respect of any quarter, in which event such+ v$ I, W9 t- C
voting rights will become effective again and so on from time to time.: \3 J& L7 C! C" m% Q4 ]/ I' u# I
S-6" X3 K6 O' `6 C/ ?
Priority: The preferred shares of each series of the Bank will rank on a parity with: {# u6 d3 Y0 k
every other series and are entitled to preference over the common shares of+ G2 R9 P" Y) `! e, @' ?
the Bank and over any other shares of the Bank ranking junior to the5 ]# J5 l# f5 w5 z, c( p& W: Y
preferred shares with respect to the payment of dividends and upon any
, @- m9 R! j# l8 d3 n) c" Odistribution of assets in the event of the liquidation, dissolution or q: a. }, N% ?
winding-up of the Bank.5 c `9 K2 m' `* b* v. r
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
% G7 y% g' D) M4 F1 i; eDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares* z+ M$ N" I* F4 M" r
Series 18 and Preferred Shares Series 19 will not be required to pay tax on7 v% m# ?6 K2 d: @7 o2 f
dividends received on such shares under Part IV.1 of such Act. |
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