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发表于 2008-11-29 16:58
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下面是BMO的:
$ }. |8 N( U- z/ }' [5 f% |SUMMARY OF THE OFFERING
5 V7 |7 G& C0 \9 sThis 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’’.
7 o8 u+ r `8 Y% w8 J- J2 x# QIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.8 U- Q& l; [+ [. y5 R9 p
Amount: $150,000,000 (6,000,000 shares).1 f- m; e# ~. S' I8 C
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
8 o; m4 r/ z d2 p1 E9 Q2 bPrincipal Characteristics of the Preferred Shares Series 18: q9 c6 X& g- k! q0 V8 e+ u3 F9 H
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed4 m3 y1 n- s( @
non-cumulative preferential cash dividends, as and when declared by the& m! `: O' o8 J8 q" W m4 q
Board of Directors, subject to the provisions of the Bank Act, for the initial
: d; F$ }/ b/ {. N/ }period commencing on the closing date and ending on and including6 D4 b3 h7 E: c4 s$ D
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the1 w. B X5 e9 F* U; v
25th day of February, May, August and November in each year, at a rate+ l, U+ E: o/ C- J1 X0 L( n
equal to $0.40625 per share. The initial dividend, if declared, will be payable
6 j' o2 D+ C3 Y, {May 25, 2009 and will be $0.73459 per share, based on the anticipated closing& K7 y W* u1 ?1 f: E
date of December 11, 2008.
. ]6 Q7 n+ F. v5 sFor each five-year period after the Initial Fixed Rate Period (each, a
" u. _0 z# z* t% h! I0 p; V2 G‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares# ]/ v5 `' B7 E! r
Series 18 will be entitled to receive fixed non-cumulative preferential cash
0 ~/ U3 S& i5 e; t% \8 ydividends, as and when declared by the Board of Directors, subject to the) [, `/ K& [! L! b0 H- L1 y
provisions of the Bank Act, payable quarterly on the 25th day of February,
+ ~4 v# P! v; D4 MMay, August and November in each year, in the amount per share per annum
( G( y; }: W/ a2 b. hdetermined by multiplying the Annual Fixed Dividend Rate applicable to; @, v" g% y5 M7 G- ]6 U
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend7 c/ d& v' y- q8 |2 ]$ A N
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the6 Q$ N: B! }! M
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
$ h3 H: N5 G1 F! r5 i/ |/ eof such Subsequent Fixed Rate Period and will be equal to the sum of the# ^$ a* B8 c# m( j
Government of Canada Yield on the applicable Fixed Rate Calculation Date, g; p* G( i- \
plus 3.83%.
' [( t W& f5 r: E( G' T/ MIf the Board of Directors does not declare a dividend, or any part thereof, on
; d- r& J0 C9 athe Preferred Shares Series 18 on or before the dividend payment date for a
# z0 L' q' g5 {$ h& _- ?2 p5 S2 u$ [2 oparticular quarter, then the entitlement of the holders of the Preferred/ `* H: a) A& K% v8 y
Shares Series 18 to receive such dividend, or to any part thereof, for such
2 f7 w, }( r: F9 P( S |. x4 [quarter will be forever extinguished.- P4 r V E( d/ u0 z; K. K
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the5 F& m" d! f2 S- l
Superintendent and to the provisions described below under ‘‘Details of the
( J3 x F( p6 P' N) \* t6 m( k% rOffering — Certain Provisions of the Preferred Shares Series 18 as a
* W+ I3 H' k, n& G/ DSeries — Restrictions on Dividends and Retirement of Shares’’, on
, w# I9 ^9 a$ WFebruary 25, 2014 and on February 25 every five years thereafter, on not, b7 |% P( y: e S
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any3 p4 r$ m1 {) s3 I+ r1 b
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
' K6 D& t( U/ `8 Z1 uwithout the consent of the holder, by the payment of an amount in cash for5 o- W* d$ c6 U6 ~2 s
each such share so redeemed of $25.00 together with all declared and unpaid$ W2 p# w3 d( v( v5 K% s4 S t& _0 I4 `
dividends to the date fixed for redemption.
" |. w7 [& V# q' m5 } rConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic8 b* |, f8 Q3 r7 a
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
4 _$ p( J, U7 Y+ [! ^! xthe right, at their option, to convert, on February 25, 2014 and on# H4 M0 j& |, k
S-42 D: X! S4 B+ E8 p' u
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any1 z+ I V4 e* n+ L ~
or all of their Preferred Shares Series 18 into an equal number of Preferred9 z a( O4 l+ h: ?7 J4 @ K/ z* b
Shares Series 19 upon giving to the Bank notice thereof not earlier than7 ^6 S- Q$ ?* l
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day) `' w$ k% g( ?/ N% m% o! U/ C+ B/ `
preceding, a Series 18 Conversion Date.' z9 c8 K [, @& y9 s
Automatic Conversion If the Bank determines, after having taken into account all shares tendered8 b& h3 ^+ Q% H6 p
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares- @6 R) c$ D- I8 s6 ^0 o) b0 l
Series 19, as the case may be, that there would be outstanding on such
, G7 Z9 O* z! a* C% D; zSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
: }+ P1 q: Z+ a9 g5 asuch remaining number of Preferred Shares Series 18 will automatically be
( P! z" a. `0 `converted on such Series 18 Conversion Date into an equal number of
" F7 s% n% ?- w$ N) V' LPreferred Shares Series 19. Additionally, if the Bank determines that, after2 e0 A$ v; A/ ~2 Z
conversion, there would be outstanding on such Series 18 Conversion Date2 X# ?: Z$ E) ?7 {9 f
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares8 m [+ ^( g' v2 @9 G9 [
Series 18 will be converted into Preferred Shares Series 19.* Z' {* H1 C# Y
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
9 s0 q- V, a9 ~$ b' o+ P- a" DSeries 18 will not be entitled as such to receive notice of, attend, or vote at,+ `+ w) y8 G. I5 B Z: D; }7 S9 N
any meeting of the shareholders of the Bank unless and until the first time at2 D- {' k) P. Q$ S& q6 W
which the Board of Directors has not declared the whole dividend on the2 K, ~; I* w6 _! L. T, k$ I
Preferred Shares Series 18 in any quarter. In that event, subject as
' j9 H' T6 m( y3 d |hereinafter provided, the holders of Preferred Shares Series 18 will be8 H, _5 x* F4 y# g
entitled to receive notice of, and to attend, meetings of shareholders at which# ?9 [3 p5 c4 h$ I- Y1 m
directors of the Bank are to be elected and will be entitled to one vote for
6 M6 K B( X7 u' r w& F7 v1 peach Preferred Share Series 18 held. The voting rights of the holders of the2 q | S# A2 a6 |6 [
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of$ s( b- S0 x1 G7 G# v$ l
the first dividend on the Preferred Shares Series 18 to which the holders are
; S$ |( i, x, Y# c6 i! A3 |; ientitled thereunder subsequent to the time such voting rights first arose until8 K$ u" l A9 d# q. Y$ D$ M& t2 v
such time as the Bank may again fail to declare the whole dividend on the
9 r z8 R; k/ r1 v' yPreferred Shares Series 18 in respect of any quarter, in which event such
- @% `$ X5 o) ~3 E# Avoting rights will become effective again and so on from time to time.1 {7 H5 {! B- H+ P
Principal Characteristics of the Preferred Shares Series 19
1 K: i- M0 s, _Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
0 k" w+ r9 z( t9 f6 |/ ? nfloating rate non-cumulative preferential cash dividends, as and when
f% u/ F6 I# d5 M0 rdeclared by the Board of Directors, subject to the provisions of the Bank Act,
2 r6 p; Z3 O( `" s+ tpayable quarterly on the 25th day of February, May, August and November0 K6 }# r- C+ v9 `+ v1 T
in each year, in the amount per share determined by multiplying the
, ^) ]5 H! a5 kapplicable Quarterly Floating Dividend Rate by $25.00.
5 p: z+ c/ r6 k I# ]# f0 z. tOn the 30th day prior to the commencement of the initial quarterly dividend. H* F" W% b# H5 a. d6 o6 V6 j
period beginning on February 25, 2014, and on the 30th day prior to the first
+ M6 f! k+ K/ N- G& F$ Z/ P6 Hday of each subsequent quarterly dividend period (the initial quarterly* K% }1 q1 A6 [5 ?
dividend period and each subsequent quarterly dividend period is referred to
& }) a6 \. K- O% z4 o+ ^8 n: W- Xas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
m/ a0 |% G2 N% K' O) \0 bQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate: l4 R, b% w0 F) m# p0 s# m9 c5 x1 U
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the1 J2 s" D* Z1 X( [
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days% n. d& E+ p& W3 |
elapsed in the applicable Quarterly Floating Rate Period divided by 365)4 i- K' l9 X0 U3 b% F5 B* Y; E
determined on the 30th day prior to the first day of the applicable Quarterly/ X+ ?! B. _' l
Floating Rate Period.
, ?+ ~# m" I6 i5 a0 kS-5+ |$ O# X$ w$ l0 n4 F, e
If the Board of Directors does not declare a dividend, or any part thereof, on# k; {. g; r0 s3 B& s
the Preferred Shares Series 19 on or before the dividend payment date for a
3 |2 r$ @3 ~# E! ^- Xparticular quarter, then the entitlement of the holders of the Preferred! p t% C) o1 B5 f/ Y% f( p$ n& |
Shares Series 19 to receive such dividend, or to any part thereof, for such. F. m( _: @# E" h
quarter will be forever extinguished.
' ? c! ?) L" ^/ c. |1 g7 ~0 SRedemption: Subject to the provisions of the Bank Act and to the prior consent of the( r C% n% q$ r4 ~0 o1 N% T: u
Superintendent and to the provisions described below under the heading
' O! w/ w9 z) V$ F- Y6 l* n‘‘Details of the Offering — Certain Provisions of the Preferred Shares; C# }/ Y) Q$ U6 C; v
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
0 T1 H$ t: R3 N d& _on not more than 60 nor less than 30 days’ notice, the Bank may redeem all3 j2 l. m; m G4 L( ?+ g6 [
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s7 @% |( O3 A4 ~/ j2 o! C& ?; F* b
option without the consent of the holder, by the payment of an amount in
3 G3 i/ r$ ^2 E0 q' c! f( vcash for each such share so redeemed of (i) $25.00 together with all declared) {6 G1 J3 M# T- A
and unpaid dividends to the date fixed for redemption in the case of
: d6 `+ e: O- C! predemptions on February 25, 2019 and on February 25 every five years3 L, ]& d. `) X2 V
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to: U1 q- k% ]: m6 c* S& U% c$ h
the date fixed for redemption in the case of redemptions on any other date7 j$ H% f+ [- H: N$ F% U
on or after February 25, 2014.8 r) V" _% A! K
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic9 F' Z7 b6 D9 y
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have. i" Q0 h) |3 X7 B; w8 {
the right, at their option, to convert, on February 25, 2019 and on
0 v# F8 W3 w! h% h. g! _% D; e0 I. qFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
! ]. j( { a; a. eor all of their Preferred Shares Series 19 into an equal number of Preferred) G a& J- R/ T( B6 |# q. s1 W7 v. Q
Shares Series 18 upon giving to the Bank written notice thereof not earlier# p& V3 l, X: }) J. D
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
/ a( n$ U# C. ~15th day preceding, a Series 19 Conversion Date.
/ E/ r' \" X! y' ]3 ]( m+ v2 B0 kAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
+ x# O) L8 l ]* k! M: c. \Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares% ], j1 ?! Q6 w2 h; I# A& Z
Series 18, as the case may be, that there would be outstanding on such
+ I0 j" D7 H8 B" V' v5 Z' CSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
* j4 t1 ^& J0 k6 U1 j. m& Wsuch remaining number of Preferred Shares Series 19 will automatically be5 s! q# ]8 D- g! V. Z" S
converted on such Series 19 Conversion Date into an equal number of
, T9 A. J- N& `9 g* L' IPreferred Shares Series 18. Additionally, if the Bank determines that, after7 p' A) h1 j& |& B% q' x& C7 v" t" o
conversion, there would be outstanding on such Series 19 Conversion Date& }; U. ?/ `, G% Z
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares F# y& w, J4 F7 L' Z4 |
Series 19 will be converted into Preferred Shares Series 18.
# ^2 q$ B% o8 ?Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares6 D( `- [2 ?* F/ c( V
Series 19 will not be entitled as such to receive notice of, attend, or vote at,$ z/ z, O) p0 k2 s/ I2 k: S
any meeting of the shareholders of the Bank unless and until the first time at! k6 M$ O, X8 s) C( z, m" m% ^; x' m
which the Board of Directors has not declared the whole dividend on the0 K$ @7 _0 a9 E- `+ w/ |. I
Preferred Shares Series 19 in any quarter. In that event, subject as
4 ], }6 G. M& A' hhereinafter provided, the holders of Preferred Shares Series 19 will be8 J! u2 ^$ J( n& F4 U. S2 l
entitled to receive notice of, and to attend, meetings of shareholders at which
4 m4 a; h7 r s5 [directors of the Bank are to be elected and will be entitled to one vote for. D/ ^; ^# @- d- a& A \
each Preferred Share Series 19 held. The voting rights of the holders of the' H5 J5 h$ N! D, p( ]$ P; S5 {
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
/ Y' W( r( I: ^* V' r4 ]' }( sthe first dividend on the Preferred Shares Series 19 to which the holders are
: y1 m9 E+ L# l8 a; b* Qentitled thereunder subsequent to the time such voting rights first arose until E) [6 f. K, A* n
such time as the Bank may again fail to declare the whole dividend on the+ E' p. w6 _* \ ]+ r
Preferred Shares Series 19 in respect of any quarter, in which event such- U& P9 j0 b4 e4 G
voting rights will become effective again and so on from time to time.9 h4 g1 a% H+ F# R" X
S-6
1 B" W+ U- e5 B" y' j) R& RPriority: The preferred shares of each series of the Bank will rank on a parity with; o0 @4 K: t* I0 ?3 |% j- }
every other series and are entitled to preference over the common shares of
( V0 o0 v: j g" a @the Bank and over any other shares of the Bank ranking junior to the
' A* a# K& [! w( E/ I+ Zpreferred shares with respect to the payment of dividends and upon any
6 ]8 @6 j7 D2 P1 ?' l" Zdistribution of assets in the event of the liquidation, dissolution or7 G: y8 h0 [: W4 ~3 K
winding-up of the Bank.
8 k; w' y) E7 I+ ~6 aTax on Preferred Share The Bank will elect, in the manner and within the time provided under
6 U9 k1 ~( H7 r- @Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares% G' T; W4 ]3 `' o6 I( {
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
7 B2 ]3 W: F4 ~' k4 L/ cdividends received on such shares under Part IV.1 of such Act. |
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