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发表于 2008-11-29 16:58
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下面是BMO的:
8 E& s3 v) r' y7 h- |SUMMARY OF THE OFFERING. r" b# p" q- ?3 T( y& k
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’’.
0 ?! f% f+ O2 h! ]# ]6 v. |Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
4 \% I9 A( y' \Amount: $150,000,000 (6,000,000 shares).+ r- \4 K6 p# o7 b" A
Price and Yield: $25.00 per share to yield initially 6.50% per annum.4 c7 s- }: h6 h9 D6 m1 A
Principal Characteristics of the Preferred Shares Series 18
+ K6 \# y; s7 A1 o& T. x/ n* P- PDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed3 ?( `0 E' H! ^, `
non-cumulative preferential cash dividends, as and when declared by the. Y( n/ d1 \/ [6 S' ^5 d) [1 Y
Board of Directors, subject to the provisions of the Bank Act, for the initial4 A1 J, u4 S$ @( C; d, i, A
period commencing on the closing date and ending on and including# e# q$ u$ ?0 _ `( g; J5 Y- n
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
; z1 t0 S1 X) r5 F9 i8 [3 Q25th day of February, May, August and November in each year, at a rate
: |- d8 U* e. Xequal to $0.40625 per share. The initial dividend, if declared, will be payable
2 |9 `( I D! T$ M, Z6 \May 25, 2009 and will be $0.73459 per share, based on the anticipated closing q# b* h: `5 |6 R# x
date of December 11, 2008.
! T9 O. K( B; G( a3 ]For each five-year period after the Initial Fixed Rate Period (each, a
6 T' _7 S' m- o- P) T+ `‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
1 D( p$ \5 k- Q: X( w% m. OSeries 18 will be entitled to receive fixed non-cumulative preferential cash
8 |$ |/ ]$ p. Ydividends, as and when declared by the Board of Directors, subject to the
$ G/ X* v. ~( D( M8 }/ A2 [3 l9 lprovisions of the Bank Act, payable quarterly on the 25th day of February,
# e" Y6 R: `% a. ]$ D0 z% ?May, August and November in each year, in the amount per share per annum- p6 }3 W, v: f9 t# d- |# R
determined by multiplying the Annual Fixed Dividend Rate applicable to( W/ H/ k. H- I$ W7 I
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
}2 @$ r; _4 i5 g1 qRate for the ensuing Subsequent Fixed Rate Period will be determined by the
* ]5 B+ H! @9 gBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
" Q+ i' z) }* f8 A; jof such Subsequent Fixed Rate Period and will be equal to the sum of the/ Y* A# ?1 D1 v3 Y
Government of Canada Yield on the applicable Fixed Rate Calculation Date3 Q' K9 a3 }$ U6 y7 u
plus 3.83%.
. i, |' o# q: Y: t+ _, hIf the Board of Directors does not declare a dividend, or any part thereof, on
7 V* z9 S: c6 h' K1 m# w; Nthe Preferred Shares Series 18 on or before the dividend payment date for a, `* @& f- R% n4 e# Z( R, w9 a
particular quarter, then the entitlement of the holders of the Preferred- V8 V. v t& F. k
Shares Series 18 to receive such dividend, or to any part thereof, for such' J: X$ {% ?: w5 r2 l% x, c4 d
quarter will be forever extinguished.
" p6 _1 y5 n& ORedemption: Subject to the provisions of the Bank Act and to the prior consent of the9 z5 W/ P. C* S. y% P" J2 y
Superintendent and to the provisions described below under ‘‘Details of the* y) j/ Y9 R- G3 o' o( e
Offering — Certain Provisions of the Preferred Shares Series 18 as a
9 [1 R) f4 {; A& I" q5 o- S, zSeries — Restrictions on Dividends and Retirement of Shares’’, on0 A# h+ P |. F
February 25, 2014 and on February 25 every five years thereafter, on not+ W m; F2 a# v8 E
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
2 o0 y6 A$ m8 \* @part of the then outstanding Preferred Shares Series 18, at the Bank’s option
. F) T* K2 r. G- P) ywithout the consent of the holder, by the payment of an amount in cash for, A; ]9 n/ e9 }9 _6 J
each such share so redeemed of $25.00 together with all declared and unpaid
* {& i. c! l& b! j' fdividends to the date fixed for redemption.
# J# K2 ]/ D) J+ J& x: E0 o7 x9 BConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
) ^# B: M/ e7 d( R. VShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have5 {" k: u5 e1 B6 x' d" Y
the right, at their option, to convert, on February 25, 2014 and on9 }% \" f5 ?' J; {* Q
S-4
8 G7 L) D- d7 _; y$ F _ ~February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any3 U: y" s* k; K8 e5 Y9 ^" @. F/ L
or all of their Preferred Shares Series 18 into an equal number of Preferred2 B( L( S- E$ M6 ?: Q
Shares Series 19 upon giving to the Bank notice thereof not earlier than5 M) N8 V2 q; @/ C1 ^
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day9 } V% W2 h! p( x4 X9 E1 z B
preceding, a Series 18 Conversion Date.. K2 m* l+ b* I0 Y7 @1 K4 C
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
; ]4 a. ~8 ^0 l* G2 c8 TProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
8 R) l: y$ Z3 k( y* iSeries 19, as the case may be, that there would be outstanding on such* ^! E8 I% ]) ]* L
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
0 M# ~/ y$ Y# u# X' ?# A Isuch remaining number of Preferred Shares Series 18 will automatically be" @1 b% `8 U# S
converted on such Series 18 Conversion Date into an equal number of
) H: l. r+ t& a& l4 @" F( [Preferred Shares Series 19. Additionally, if the Bank determines that, after
9 i6 J) P% }. G- _9 G& ~conversion, there would be outstanding on such Series 18 Conversion Date7 t7 X L8 _9 O0 G: |
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares" i/ ?+ K# A) y1 q) w+ L i
Series 18 will be converted into Preferred Shares Series 19.
: f- z# M- |- mVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares Y9 b) `, D% A4 x3 x
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
( b0 {8 p4 _+ n% k, T, a- d. J0 T6 eany meeting of the shareholders of the Bank unless and until the first time at0 d. s# L& d( M6 ~1 W, \
which the Board of Directors has not declared the whole dividend on the
( s% W9 J2 d" V8 D/ V, kPreferred Shares Series 18 in any quarter. In that event, subject as4 s- l2 E1 L. H) ?, K8 W6 O
hereinafter provided, the holders of Preferred Shares Series 18 will be
- B0 c5 V' W5 k q7 _) A# sentitled to receive notice of, and to attend, meetings of shareholders at which, L7 h/ l% [8 L5 ^6 `) F" O4 H
directors of the Bank are to be elected and will be entitled to one vote for3 q. f3 ?7 n a1 ]2 a6 j, I
each Preferred Share Series 18 held. The voting rights of the holders of the6 L9 ?6 Q) N' Y* C" x
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of7 B$ O; Y: t: {! q P8 r! J
the first dividend on the Preferred Shares Series 18 to which the holders are! E& {$ h$ W+ S! @; C1 C0 Y
entitled thereunder subsequent to the time such voting rights first arose until/ X: D3 j. u- T* ?. T
such time as the Bank may again fail to declare the whole dividend on the
7 C9 {, K# L9 Z. C6 @Preferred Shares Series 18 in respect of any quarter, in which event such; X9 \" f* B# _( u
voting rights will become effective again and so on from time to time.! C% g: B/ E$ s+ h0 P0 L
Principal Characteristics of the Preferred Shares Series 19% F: u0 R& L& u7 V. K/ c
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive7 m8 { f+ L" X* f; ^
floating rate non-cumulative preferential cash dividends, as and when, z$ O& f! k. E8 V& `+ l/ ?
declared by the Board of Directors, subject to the provisions of the Bank Act,
+ h9 j. ^- p* Z5 v2 h# j2 Ipayable quarterly on the 25th day of February, May, August and November& s( b% V% Z2 A6 C, ^
in each year, in the amount per share determined by multiplying the/ h% B5 a# a: _3 X; R0 t g
applicable Quarterly Floating Dividend Rate by $25.00.
) j. R1 `' s, `( F/ }, B! _On the 30th day prior to the commencement of the initial quarterly dividend5 K+ G1 @6 {% q/ c
period beginning on February 25, 2014, and on the 30th day prior to the first
6 Z+ T5 `( d. c- tday of each subsequent quarterly dividend period (the initial quarterly
& @- Z# B( s/ mdividend period and each subsequent quarterly dividend period is referred to
( L0 p+ `7 X& {' w! N. v5 yas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the+ P6 _( u9 w" }- {. `
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
: D0 P" L, U7 WPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
6 c0 M7 R3 k; Y( C% qT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days3 b ^: e1 N2 b/ Z! y' c# |
elapsed in the applicable Quarterly Floating Rate Period divided by 365)* P* Q- Z) [; G; m* m2 V" A
determined on the 30th day prior to the first day of the applicable Quarterly
& ? S) i/ U" I; k! xFloating Rate Period.& Z# E5 `% d1 A0 W/ X ?9 M
S-5
! x( C7 }! i+ B4 a5 d) i! E. ZIf the Board of Directors does not declare a dividend, or any part thereof, on
, O9 G! `! Z( r- }the Preferred Shares Series 19 on or before the dividend payment date for a- T8 O# l! t" m* X# ~
particular quarter, then the entitlement of the holders of the Preferred& [$ d) w `$ W$ x! V% y1 K
Shares Series 19 to receive such dividend, or to any part thereof, for such
( e1 [1 x1 D* X y! s) D$ |quarter will be forever extinguished.
, i6 V5 s# G, K. R! M/ a% v# aRedemption: Subject to the provisions of the Bank Act and to the prior consent of the U# I: @( u8 v
Superintendent and to the provisions described below under the heading
2 a- M* C3 o, R; |8 n2 d$ Y‘‘Details of the Offering — Certain Provisions of the Preferred Shares; }) @3 W6 ?2 u$ w. F+ W
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,8 u: n$ \5 l; |& m: W
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all4 E2 r. q. e5 x2 p% @* P# c+ w
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s' c. M6 j% T8 }( c' ^
option without the consent of the holder, by the payment of an amount in1 B* t# f2 W, j' Z5 U' b( f) N0 f
cash for each such share so redeemed of (i) $25.00 together with all declared A; Q8 h+ a/ A: v6 V, \- L
and unpaid dividends to the date fixed for redemption in the case of
8 @0 B5 I5 g5 c8 Z8 W, kredemptions on February 25, 2019 and on February 25 every five years
, t0 s+ [' t% j8 Uthereafter, or (ii) $25.50 together with all declared and unpaid dividends to. A( ~) S& L9 n7 N
the date fixed for redemption in the case of redemptions on any other date
. _* j8 y3 O, O2 ?) D8 \on or after February 25, 2014.; X" E/ o. p8 X+ Q1 U
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic: r# U X4 M* F2 d
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have1 O) S4 A, c E( s
the right, at their option, to convert, on February 25, 2019 and on2 t( ^- @2 L; _5 g; S( p7 D
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any6 n2 A% [9 b v% ^ D6 x
or all of their Preferred Shares Series 19 into an equal number of Preferred/ U1 G2 ]4 ?8 t) |
Shares Series 18 upon giving to the Bank written notice thereof not earlier
6 [; N+ ^; @6 v' M# h( V6 j2 Ythan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the" M8 v, @8 b8 ?2 `5 B. B7 p$ _
15th day preceding, a Series 19 Conversion Date.9 B- y- G, m8 T
Automatic Conversion If the Bank determines, after having taken into account all shares tendered7 J2 ^7 j, v2 M S
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares% N' L6 [; }& l+ Q) x
Series 18, as the case may be, that there would be outstanding on such0 [! I( a% ?7 J _- N9 e8 W, x
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19," U u! W/ g( X( Q: y/ I
such remaining number of Preferred Shares Series 19 will automatically be
7 e4 L0 k* O. Y3 o4 xconverted on such Series 19 Conversion Date into an equal number of
( ?/ X/ \; b4 r6 E3 A9 _1 Y6 PPreferred Shares Series 18. Additionally, if the Bank determines that, after
% ]/ S0 [& v+ [conversion, there would be outstanding on such Series 19 Conversion Date9 r, y, R& I! E' |5 P
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares7 N% S: E& z; n' |
Series 19 will be converted into Preferred Shares Series 18.7 [- U$ ] X9 n _. ~+ F
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares- O4 Y! U! N! A. W
Series 19 will not be entitled as such to receive notice of, attend, or vote at,6 Q5 N1 {1 M: k# B: k9 N* L
any meeting of the shareholders of the Bank unless and until the first time at( l, V( }" E* w+ [! g/ i
which the Board of Directors has not declared the whole dividend on the
/ F8 R a* V: j% W8 kPreferred Shares Series 19 in any quarter. In that event, subject as
( z v9 r2 _; d5 z4 o' K2 w' D& \hereinafter provided, the holders of Preferred Shares Series 19 will be
! Y2 X) |; i: X& Ventitled to receive notice of, and to attend, meetings of shareholders at which+ o6 Y1 K% O/ Q' K
directors of the Bank are to be elected and will be entitled to one vote for X& v' a; \8 u! q4 M
each Preferred Share Series 19 held. The voting rights of the holders of the9 E* M; I9 {' ?3 |( M0 [3 I& O
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
: W3 J, t4 A8 y3 N: y: {6 w: w$ ythe first dividend on the Preferred Shares Series 19 to which the holders are9 M; F! D8 ?8 q, _
entitled thereunder subsequent to the time such voting rights first arose until+ J; y) W. w& o. Z! f+ t& j
such time as the Bank may again fail to declare the whole dividend on the$ H# t, {6 }& {# q
Preferred Shares Series 19 in respect of any quarter, in which event such( p& P v N \" f* E
voting rights will become effective again and so on from time to time.
; Y% A$ n) K# n vS-6
! c x0 N/ w) ~5 O. pPriority: The preferred shares of each series of the Bank will rank on a parity with
2 i5 G* |/ K5 {: F8 Z( Jevery other series and are entitled to preference over the common shares of `, m4 A& O/ p e* A
the Bank and over any other shares of the Bank ranking junior to the
' i. x" J: u) k( t+ xpreferred shares with respect to the payment of dividends and upon any
0 v; [3 A" B* Z* }6 n* [& rdistribution of assets in the event of the liquidation, dissolution or" @- @( E) ~6 w' M& A
winding-up of the Bank.
# Z& z1 Y5 z0 Q% l: K- q( }Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
( C/ x5 J9 g& _) F& Q& U: ]Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares* f' |8 Q( y+ t+ ?7 N$ f
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
$ }" ~9 Q9 _9 P( ldividends received on such shares under Part IV.1 of such Act. |
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