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发表于 2008-11-29 16:58
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下面是BMO的:
2 Q ^0 I# K8 QSUMMARY OF THE OFFERING" Z( S* {/ R6 S, i) i
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’’.: b8 o/ e' U1 ~3 n8 `! O/ K+ ^! H
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.9 Y) K; J# O( C1 s% L: B/ X* m7 b
Amount: $150,000,000 (6,000,000 shares).
! P! c0 ^; }7 U S8 Z) P- R0 dPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
$ t& D6 x9 C2 m1 X" B9 xPrincipal Characteristics of the Preferred Shares Series 18
) b" v0 _, U* W c$ f. aDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed1 T# L1 `* @0 S; u6 _! l1 \4 p
non-cumulative preferential cash dividends, as and when declared by the* ^; Q: r7 c* {+ d! p
Board of Directors, subject to the provisions of the Bank Act, for the initial
5 M" M4 y1 {7 X0 v& D( H( I. Y8 mperiod commencing on the closing date and ending on and including
5 l6 n* u/ I$ A: ?. W) tFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the/ [; g! J, p+ C: Z6 O0 X% J# w
25th day of February, May, August and November in each year, at a rate9 K U7 Q; e* V$ O
equal to $0.40625 per share. The initial dividend, if declared, will be payable
' T; c6 \6 t( C% j& rMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
, g$ T1 \& A$ o* ?$ { G: z* v" ]date of December 11, 2008.) y* C( i# N e7 P+ o4 h: A
For each five-year period after the Initial Fixed Rate Period (each, a
8 Y! u6 S2 Z( l+ b& u‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
' r" U. G, K( ]8 Q0 x' Z2 }Series 18 will be entitled to receive fixed non-cumulative preferential cash3 }3 N8 J, L, ?/ l5 K
dividends, as and when declared by the Board of Directors, subject to the
# U! v3 ^1 L E/ W* D3 o$ Pprovisions of the Bank Act, payable quarterly on the 25th day of February,
1 t9 N/ U. D r7 G: wMay, August and November in each year, in the amount per share per annum5 u7 I) M9 H3 @$ ]3 R h. h8 I* j
determined by multiplying the Annual Fixed Dividend Rate applicable to
e6 W' {. u$ n3 j- e* M4 zsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend2 N1 m" H: H0 b9 R; o1 k- u- T6 a
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the5 i2 w& L1 L( ^/ M( x
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day. Q1 ]9 x' {3 v4 N" j7 [
of such Subsequent Fixed Rate Period and will be equal to the sum of the6 D+ j1 r* l9 l: _
Government of Canada Yield on the applicable Fixed Rate Calculation Date
6 L0 ~0 k9 A- C5 cplus 3.83%.
, @: T. q, |( l, DIf the Board of Directors does not declare a dividend, or any part thereof, on" a3 R4 ]' |3 `7 p+ i" l
the Preferred Shares Series 18 on or before the dividend payment date for a. ~4 S j" W" \5 q6 x8 [
particular quarter, then the entitlement of the holders of the Preferred. `% z, L, B* C% n: \
Shares Series 18 to receive such dividend, or to any part thereof, for such( l, q0 R% C+ y! x; q p8 w9 h& n
quarter will be forever extinguished.$ B- s" o. M+ G
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
9 u/ @6 f M0 ~$ l% g; `Superintendent and to the provisions described below under ‘‘Details of the( v) Q/ S" _8 K3 v
Offering — Certain Provisions of the Preferred Shares Series 18 as a
$ |% N* M7 }8 ~) `Series — Restrictions on Dividends and Retirement of Shares’’, on. e# i. A' C" n3 a- E4 ^
February 25, 2014 and on February 25 every five years thereafter, on not
* j3 W+ `% V3 ?. O/ ^+ Zmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any& V3 }: z, e" s6 u, K u) m0 V, F
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
1 o8 n1 t, @. @0 xwithout the consent of the holder, by the payment of an amount in cash for
1 a! W+ K& N! f( M/ f |each such share so redeemed of $25.00 together with all declared and unpaid$ X0 O+ F+ |# c
dividends to the date fixed for redemption.3 X: z( A: A }8 c+ e' X! b
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
. v2 W1 N* U' H, LShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have. x9 E4 k3 W8 C6 M, r) P/ k
the right, at their option, to convert, on February 25, 2014 and on
. n+ v R8 a1 V9 e) N. m7 NS-4( E' v4 Y M5 [6 T7 z5 M
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
! Y$ d. _ }8 G/ [8 B# Z: n) for all of their Preferred Shares Series 18 into an equal number of Preferred
# _8 d. V* _, b( W0 S H* n- tShares Series 19 upon giving to the Bank notice thereof not earlier than* J2 C+ |* X& ~4 c1 _4 J% z$ b g
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
9 U( o/ \ P0 J6 M# @4 b6 Y) T cpreceding, a Series 18 Conversion Date., |+ H6 i o3 e% C: {, B( Z
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
& n- N4 A; H* i* MProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares6 @4 v. v% E/ L9 H* {, g( Y
Series 19, as the case may be, that there would be outstanding on such
4 Y' k+ y2 i4 v g& e/ N4 I. Y }Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,, h2 `8 E t$ i" t# L1 j
such remaining number of Preferred Shares Series 18 will automatically be
) W4 Y y( u& J7 f8 N, pconverted on such Series 18 Conversion Date into an equal number of
: E& e0 Y9 G; b7 U ?9 O: FPreferred Shares Series 19. Additionally, if the Bank determines that, after
8 G2 f! z' l7 A8 D5 ~1 Yconversion, there would be outstanding on such Series 18 Conversion Date8 x) R7 h% j- j9 \2 U( `
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
: ]2 x8 F6 z. q0 v/ ]: DSeries 18 will be converted into Preferred Shares Series 19.
! g% t; m% s! ] h9 ?: C8 Y4 _8 i3 oVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
/ ^* a* b# J8 n- MSeries 18 will not be entitled as such to receive notice of, attend, or vote at,$ ~% D+ x, N' j/ T: L
any meeting of the shareholders of the Bank unless and until the first time at
. J W# b$ l* ^% d# _7 awhich the Board of Directors has not declared the whole dividend on the
7 s. v& v( ^* r) E2 y. qPreferred Shares Series 18 in any quarter. In that event, subject as
0 N+ g9 z* g4 K4 Qhereinafter provided, the holders of Preferred Shares Series 18 will be
7 i/ a7 w$ P Tentitled to receive notice of, and to attend, meetings of shareholders at which
' Y6 q% I$ Y% d" P& T B. kdirectors of the Bank are to be elected and will be entitled to one vote for& x4 n" m- }/ S T$ k& j
each Preferred Share Series 18 held. The voting rights of the holders of the
8 R/ Q+ |1 j7 zPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
% [. G+ g# Q* `- ^the first dividend on the Preferred Shares Series 18 to which the holders are8 {% g3 {8 e8 J% j- ~& B
entitled thereunder subsequent to the time such voting rights first arose until
0 D$ J+ I+ t9 r0 w- N( Dsuch time as the Bank may again fail to declare the whole dividend on the
$ p% _) r1 @$ \" G0 t0 H/ J- dPreferred Shares Series 18 in respect of any quarter, in which event such' W4 f9 k1 E g/ I
voting rights will become effective again and so on from time to time.! n T! F; {3 w5 H
Principal Characteristics of the Preferred Shares Series 19
/ {( O+ L% M/ @- ?Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive$ [0 _/ u4 L, R+ k1 \9 F" S
floating rate non-cumulative preferential cash dividends, as and when# k1 `$ f( {# c' B1 a
declared by the Board of Directors, subject to the provisions of the Bank Act,
0 Q! k$ l: C/ ?payable quarterly on the 25th day of February, May, August and November
( v* Z2 H2 z4 I+ Hin each year, in the amount per share determined by multiplying the
' G$ n! ` M, t$ L4 b9 `+ yapplicable Quarterly Floating Dividend Rate by $25.00.6 D' F% N- V' X" s9 e! f
On the 30th day prior to the commencement of the initial quarterly dividend5 p' {0 K, i( q2 x
period beginning on February 25, 2014, and on the 30th day prior to the first
( h: V2 s1 w _day of each subsequent quarterly dividend period (the initial quarterly- [! W- z Q8 D" N: t. L$ @
dividend period and each subsequent quarterly dividend period is referred to8 b! D- Z! C6 o
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the% P" {- F9 a3 Q
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate- \1 M$ T5 j9 p$ w/ { f% f+ b
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the9 {7 F8 A7 I" A( B# B
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
6 ^/ {1 J6 J# P/ F- ]2 Welapsed in the applicable Quarterly Floating Rate Period divided by 365)
% H( ^/ K) u, h$ p- _+ G; t4 z c9 Rdetermined on the 30th day prior to the first day of the applicable Quarterly
/ B/ ]/ b* W. s) Y0 S, |Floating Rate Period.. C& n/ F' s/ W( A
S-5: b1 i4 w8 \! v2 e0 T% C- Z4 Z
If the Board of Directors does not declare a dividend, or any part thereof, on
) k5 i4 e- G4 A; w1 S4 b: D6 w# [the Preferred Shares Series 19 on or before the dividend payment date for a
5 s9 K7 F \2 H0 R1 rparticular quarter, then the entitlement of the holders of the Preferred
9 ]' V5 }4 x% t# M; m$ TShares Series 19 to receive such dividend, or to any part thereof, for such
: G- B$ B: o# `2 w% `- Pquarter will be forever extinguished.! X# W0 M9 \7 s6 J0 u; E
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
, ]2 H& y: D+ W, DSuperintendent and to the provisions described below under the heading
. r3 r6 d% P6 o4 i. I7 z$ n" s$ b‘‘Details of the Offering — Certain Provisions of the Preferred Shares
3 O7 w; p& Z+ L4 tSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,4 ?. A0 q+ @3 U4 @' @4 L. s# n0 _
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
( s5 @% a; Y( ~6 ior any part of the then outstanding Preferred Shares Series 19, at the Bank’s
5 R/ C- m1 H. N2 D' ^. M1 Uoption without the consent of the holder, by the payment of an amount in2 ^) u0 \5 n9 h D- g
cash for each such share so redeemed of (i) $25.00 together with all declared0 E# v# @) j% X# l& u9 E1 N
and unpaid dividends to the date fixed for redemption in the case of
/ |% Q/ F6 V, w5 h& g+ `redemptions on February 25, 2019 and on February 25 every five years
7 U1 g. ?7 z& q! [+ Y: hthereafter, or (ii) $25.50 together with all declared and unpaid dividends to6 J* P7 _ x! f! K
the date fixed for redemption in the case of redemptions on any other date2 S/ e8 Q1 i9 [+ C: S
on or after February 25, 2014.; W/ V( A- S' H5 F' D# P Q
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic P" H. u* A1 U2 E2 O" d# M
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have. [7 [2 ]4 u, l* J
the right, at their option, to convert, on February 25, 2019 and on1 E: o7 J: I$ C/ ?9 h. q# \+ i
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
6 M/ b W! o7 e& uor all of their Preferred Shares Series 19 into an equal number of Preferred+ [! n& H3 _5 X' s F/ R
Shares Series 18 upon giving to the Bank written notice thereof not earlier+ G" i$ _' q& y
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the" U+ _ @7 f' t0 U
15th day preceding, a Series 19 Conversion Date.
9 w3 x1 s* _; W, |! T5 n( s0 mAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
% h2 ^7 _7 f" r# GProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares* k9 I! R: P1 w) U$ Q/ r
Series 18, as the case may be, that there would be outstanding on such+ }' u1 a+ a/ l
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
# I6 I$ \" a+ j# Zsuch remaining number of Preferred Shares Series 19 will automatically be
/ h, W$ `* Q5 ?0 w* lconverted on such Series 19 Conversion Date into an equal number of
Q) f. j* X# Z% YPreferred Shares Series 18. Additionally, if the Bank determines that, after
4 W% Q- _6 B# G; }8 ~; g" ^conversion, there would be outstanding on such Series 19 Conversion Date
' ~/ Z9 T' }; V5 C/ |- `6 Gless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
5 g7 H* Z6 j6 |2 y' r7 @Series 19 will be converted into Preferred Shares Series 18.3 F8 p+ i" P: M* s1 C- Q
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
7 O/ U x# [6 D; R! F$ u7 ESeries 19 will not be entitled as such to receive notice of, attend, or vote at,6 S. K) ~0 F$ Y/ j
any meeting of the shareholders of the Bank unless and until the first time at: U) p+ @3 q, U( l- `# Q
which the Board of Directors has not declared the whole dividend on the
+ F6 `( @! H3 w: ~: EPreferred Shares Series 19 in any quarter. In that event, subject as# n0 L8 K: P$ Y* `
hereinafter provided, the holders of Preferred Shares Series 19 will be
; N8 r3 \( e; hentitled to receive notice of, and to attend, meetings of shareholders at which/ L0 }' x) `/ B( G/ E# C$ K' h& z& H
directors of the Bank are to be elected and will be entitled to one vote for
0 z- B7 e! N6 f! `9 F( zeach Preferred Share Series 19 held. The voting rights of the holders of the
1 {; a4 a3 ]. y5 T# g. o' e, KPreferred Shares Series 19 will forthwith cease upon payment by the Bank of* l$ t3 J/ B( p) K; u. ?. n
the first dividend on the Preferred Shares Series 19 to which the holders are
0 r' I1 k! B$ u9 M# } E4 Q4 nentitled thereunder subsequent to the time such voting rights first arose until
% w# d- d% F g1 R; b. w2 u2 w. Usuch time as the Bank may again fail to declare the whole dividend on the
& g$ N9 Z" @3 j3 q" RPreferred Shares Series 19 in respect of any quarter, in which event such
# Y/ E+ ]6 ]" a9 U& q. xvoting rights will become effective again and so on from time to time." z- ]4 e+ ^* i7 ]4 a+ M+ M
S-6
2 x) g& U4 |' A/ N/ w: _% RPriority: The preferred shares of each series of the Bank will rank on a parity with
; A+ Z0 o$ J. P8 O9 M) y3 H1 xevery other series and are entitled to preference over the common shares of9 \ E/ P* G5 o2 V# H/ S0 \1 \
the Bank and over any other shares of the Bank ranking junior to the2 Q& ^/ D% i# ~$ T
preferred shares with respect to the payment of dividends and upon any0 Z4 C" h5 O, L+ D
distribution of assets in the event of the liquidation, dissolution or
8 K! y& C( ?1 ~+ Jwinding-up of the Bank.
: }" k \7 g3 ZTax on Preferred Share The Bank will elect, in the manner and within the time provided under
3 P% G) q" V7 X6 S( d; ADividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
- w& e, a, \& s# [/ a* ~Series 18 and Preferred Shares Series 19 will not be required to pay tax on
3 d, x. a. V7 A& e5 z+ wdividends received on such shares under Part IV.1 of such Act. |
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