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发表于 2008-11-29 16:58
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下面是BMO的:
2 m: E0 j) ?- l1 k. E, z/ OSUMMARY OF THE OFFERING
3 U: T4 B& Z1 W) h# @0 r$ x: lThis 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’’.
* z8 S9 {! Z4 E c! OIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
B, O& H1 O3 GAmount: $150,000,000 (6,000,000 shares)., S3 h% X- g* g$ Q9 v
Price and Yield: $25.00 per share to yield initially 6.50% per annum.* @& `4 d( Z8 a& R' e# W/ Z
Principal Characteristics of the Preferred Shares Series 18- c/ P! w$ v# e! u# n/ p
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
% ~" m5 I* m( g* d% }7 L) Bnon-cumulative preferential cash dividends, as and when declared by the
: }; l }; f& e/ fBoard of Directors, subject to the provisions of the Bank Act, for the initial
' [' M( i6 O: B y, R9 \period commencing on the closing date and ending on and including5 w+ ^. k* [1 N, V
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
' L& s0 v& p/ }8 h" ]25th day of February, May, August and November in each year, at a rate
9 J8 v9 y( ] g/ V' Y% nequal to $0.40625 per share. The initial dividend, if declared, will be payable4 i: t7 _( e* Y) `
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing# X: B" g6 _0 t- j9 s$ J: F
date of December 11, 2008.. Z% M1 |# Y5 @+ K/ K0 J, O
For each five-year period after the Initial Fixed Rate Period (each, a
% _' x J8 [8 _! X( }" A* N. n‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
( D6 `& V5 d3 l& X7 ~) KSeries 18 will be entitled to receive fixed non-cumulative preferential cash
u( `5 l+ v& S. c' Y2 idividends, as and when declared by the Board of Directors, subject to the
1 r" ~- W5 ?0 E* @- M' k/ S- L6 oprovisions of the Bank Act, payable quarterly on the 25th day of February,
T |: `; v, |5 J5 ?May, August and November in each year, in the amount per share per annum; Y2 }5 C- H& B) z& k S0 b) Y! b; Y
determined by multiplying the Annual Fixed Dividend Rate applicable to
+ O, C9 o1 K& B- }+ jsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
9 O; G. q% [# NRate for the ensuing Subsequent Fixed Rate Period will be determined by the7 N/ h! k) X7 t0 _$ T- x! u7 D: z( v
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day' p" p( k! i' {( G7 S' W
of such Subsequent Fixed Rate Period and will be equal to the sum of the/ ?& [8 Q. w5 i0 {1 @4 y5 S3 T
Government of Canada Yield on the applicable Fixed Rate Calculation Date
* J2 G8 D% g0 pplus 3.83%. m# \2 l0 ] E3 a; D
If the Board of Directors does not declare a dividend, or any part thereof, on
: B$ ?$ ]' A; H6 q; b* [9 jthe Preferred Shares Series 18 on or before the dividend payment date for a* O6 M7 M5 B! i. I$ z, W
particular quarter, then the entitlement of the holders of the Preferred
' t0 j" `0 X' V5 o. m( w, p A4 BShares Series 18 to receive such dividend, or to any part thereof, for such
, W" t+ ^. Z' h( H) \! ?0 ~quarter will be forever extinguished.
( p. X: p9 v, _. F; ^5 J! ]Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
9 R8 ]5 @: y2 F* \& fSuperintendent and to the provisions described below under ‘‘Details of the
1 A$ y2 P1 _& FOffering — Certain Provisions of the Preferred Shares Series 18 as a
; c9 A2 B9 f. A6 g9 o4 }8 NSeries — Restrictions on Dividends and Retirement of Shares’’, on
$ B" N- l% f4 v: ]% CFebruary 25, 2014 and on February 25 every five years thereafter, on not# e8 V: _5 D* W0 L0 a3 [* D- U0 q9 j
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
7 p! x9 a, F$ S- X- p* @+ epart of the then outstanding Preferred Shares Series 18, at the Bank’s option; x/ h0 F# @$ d/ G7 W
without the consent of the holder, by the payment of an amount in cash for
' v4 f6 ]7 d1 T* G8 M" {; {; i5 {" ieach such share so redeemed of $25.00 together with all declared and unpaid" s9 a' R5 g1 J9 c7 O! ^
dividends to the date fixed for redemption.
7 w* i+ [( o- g. MConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
6 {" f& k9 l8 b7 Q& i& }. eShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have* l) b: Q/ v: m7 A3 X' r- Z B& N
the right, at their option, to convert, on February 25, 2014 and on( i# e8 k- ~+ }( m; \! O: P
S-4) [. ~: c4 |! w- U
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
2 K, T* i e3 A& {0 Gor all of their Preferred Shares Series 18 into an equal number of Preferred
4 v6 \0 K1 V% CShares Series 19 upon giving to the Bank notice thereof not earlier than
5 A1 U" y* c, R8 A6 p9 R2 C30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
, J/ Q3 j! E- M& ^3 H$ [& ]preceding, a Series 18 Conversion Date.' i. I/ l5 R2 s
Automatic Conversion If the Bank determines, after having taken into account all shares tendered+ {0 a: D4 \* j
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
' a7 L( Y6 Q% I5 e* o2 K4 b2 SSeries 19, as the case may be, that there would be outstanding on such* f3 Y D+ T. L" C) i0 F; U
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
% i: V Q3 D% isuch remaining number of Preferred Shares Series 18 will automatically be
# s( i1 [/ L0 V; pconverted on such Series 18 Conversion Date into an equal number of
; ?% M6 n6 [, i# {; ^- R9 [Preferred Shares Series 19. Additionally, if the Bank determines that, after
" j7 R# c5 U- {, x& G3 `conversion, there would be outstanding on such Series 18 Conversion Date; K' W' M6 M' i" P$ V* E
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares' L' @% d' x: o$ {- i
Series 18 will be converted into Preferred Shares Series 19.
' I& _$ H- |9 W; {6 W6 D: e5 f' {3 \Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
/ K/ O8 n8 y0 {Series 18 will not be entitled as such to receive notice of, attend, or vote at,
, c& y7 ]% b) W5 w9 g9 P) f3 Cany meeting of the shareholders of the Bank unless and until the first time at
' \, ^ M! s" ewhich the Board of Directors has not declared the whole dividend on the
* z2 l3 T( S* P4 j6 n4 ^Preferred Shares Series 18 in any quarter. In that event, subject as
X& q9 S& V1 B m7 L T( t& M, hhereinafter provided, the holders of Preferred Shares Series 18 will be
: C2 m! ^' d$ {% j8 F# Tentitled to receive notice of, and to attend, meetings of shareholders at which
# e1 t2 v3 Q0 o3 K3 i) _8 @, a* Mdirectors of the Bank are to be elected and will be entitled to one vote for
+ E7 O" P4 I [* R4 B( A# {' Ieach Preferred Share Series 18 held. The voting rights of the holders of the
1 E: e+ O: Y' K. A1 R. nPreferred Shares Series 18 will forthwith cease upon payment by the Bank of- g0 Y0 Q! ~: K2 H& W
the first dividend on the Preferred Shares Series 18 to which the holders are- `3 [' N9 J2 R) q2 ~5 K9 ?4 R. {
entitled thereunder subsequent to the time such voting rights first arose until
+ N% o4 J3 @6 e" Ksuch time as the Bank may again fail to declare the whole dividend on the9 S! `8 E$ ^: v+ {* Z7 p( u
Preferred Shares Series 18 in respect of any quarter, in which event such
2 x$ N. X% q# i+ q9 I; D2 t0 @voting rights will become effective again and so on from time to time.2 @. l* E0 S! K0 U% d y
Principal Characteristics of the Preferred Shares Series 19
5 \- _4 v# O6 S: m, SDividends: The holders of the Preferred Shares Series 19 will be entitled to receive$ @8 ~/ l+ H" O# j; q/ N& G- o& V1 q
floating rate non-cumulative preferential cash dividends, as and when1 i- V" _ F& S' N8 M8 [% d4 C
declared by the Board of Directors, subject to the provisions of the Bank Act,
5 }7 v) m% a0 Q+ b- |- v5 I! Gpayable quarterly on the 25th day of February, May, August and November U A5 ~" ], J% c! h, H, T3 a
in each year, in the amount per share determined by multiplying the
) P+ o, l+ L3 h0 mapplicable Quarterly Floating Dividend Rate by $25.00.. p+ p$ V" Y9 h' {% k E5 @- ~0 C
On the 30th day prior to the commencement of the initial quarterly dividend$ S0 [9 D- P9 u, c- [
period beginning on February 25, 2014, and on the 30th day prior to the first \, ]) E' G/ R; k, P; S4 w
day of each subsequent quarterly dividend period (the initial quarterly$ H1 j E: q. B D. @. F
dividend period and each subsequent quarterly dividend period is referred to
9 N1 f/ h X" V& w5 Ias a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
; D: x' d; {, ^# sQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate; }1 D3 [* m# N5 ?9 a) l+ c3 c& P
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the" g- R& i5 t% y. g; u' d
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days( w9 L/ B5 T& s7 g6 \1 u/ b
elapsed in the applicable Quarterly Floating Rate Period divided by 365)- b* y5 o; {8 D. C& V- P( `
determined on the 30th day prior to the first day of the applicable Quarterly
' v' _1 L, Z# y% kFloating Rate Period.
: f8 z4 e# G$ F; d$ _/ h* }S-5
. \( C5 o- n* U% Q& r5 _If the Board of Directors does not declare a dividend, or any part thereof, on
7 q4 q- ?4 g9 S! p( |1 N) ]the Preferred Shares Series 19 on or before the dividend payment date for a3 e" [1 M* X3 F a1 B3 g
particular quarter, then the entitlement of the holders of the Preferred
$ t* c0 B3 {2 `2 Z* ~3 [3 k+ r" r3 NShares Series 19 to receive such dividend, or to any part thereof, for such
8 v; U7 o8 F. [$ i p# M( a8 O! o( Tquarter will be forever extinguished.
- ?% i* A* k: u7 n6 GRedemption: Subject to the provisions of the Bank Act and to the prior consent of the4 m4 C' \. i% u) O7 k% S
Superintendent and to the provisions described below under the heading
: r6 g2 d: C9 A9 Y/ i+ t( y. F‘‘Details of the Offering — Certain Provisions of the Preferred Shares/ p- j- j' O& D4 R1 r! s
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
( A; R" [5 |. ton not more than 60 nor less than 30 days’ notice, the Bank may redeem all3 L! y* ~! h: f6 f9 a
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s) ?( N$ b6 }/ {! T& E1 t$ ^; F; b
option without the consent of the holder, by the payment of an amount in- Z/ d1 M1 U0 J! Y( {
cash for each such share so redeemed of (i) $25.00 together with all declared$ ~+ P8 x4 s# Q' T/ b9 G
and unpaid dividends to the date fixed for redemption in the case of
# L; U0 O" _* n- \redemptions on February 25, 2019 and on February 25 every five years
- {% V- ~4 W& O+ X; n* x5 c6 Z) [* Ythereafter, or (ii) $25.50 together with all declared and unpaid dividends to
8 `# y( {9 Z3 K, H {& e6 u% Fthe date fixed for redemption in the case of redemptions on any other date: N; r. a6 o8 W$ {- L
on or after February 25, 2014.- @8 X6 W5 Y+ W& g5 v+ C4 X, e
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic& b6 k8 l$ O4 W: K0 n$ f
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
3 d4 F9 @2 @" U- Y# A# wthe right, at their option, to convert, on February 25, 2019 and on$ B' D! j0 p; Q' K. Z
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any/ N% O7 a3 H- h
or all of their Preferred Shares Series 19 into an equal number of Preferred
' |6 n0 P( a& \ r5 `2 r8 h4 CShares Series 18 upon giving to the Bank written notice thereof not earlier4 f0 l, R2 H' B! c/ \
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the7 b2 h5 `* G6 ^" u( S8 o
15th day preceding, a Series 19 Conversion Date.
' S, P/ b6 I) ?) ?0 u" aAutomatic Conversion If the Bank determines, after having taken into account all shares tendered) s. H7 |$ x8 y7 Z3 L k! b
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares8 o# o7 e* C% P* h6 w6 c4 G
Series 18, as the case may be, that there would be outstanding on such/ B( n: R$ U7 M p- u: n
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,5 N7 F( l4 J# e- L0 |9 n
such remaining number of Preferred Shares Series 19 will automatically be; ~& ~% W* e2 H( |8 H: e5 `
converted on such Series 19 Conversion Date into an equal number of5 U# {% Q7 l: e5 W4 \: \
Preferred Shares Series 18. Additionally, if the Bank determines that, after
2 W# c* U: N# c& v) @conversion, there would be outstanding on such Series 19 Conversion Date0 U* D& j5 W) J" V
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
* D/ U1 n; D, j4 e) d( D* n7 cSeries 19 will be converted into Preferred Shares Series 18.( [8 e3 n7 h( }+ f7 {; }
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
, @' P; P1 s; S! \( D* r9 M1 iSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
0 X8 O1 a" {. b4 ~" v' [1 B+ L+ \% V6 Eany meeting of the shareholders of the Bank unless and until the first time at
: X/ u2 a% Z% T) ? G! U3 R6 Vwhich the Board of Directors has not declared the whole dividend on the
( U( I% ^3 G) WPreferred Shares Series 19 in any quarter. In that event, subject as e4 b: b) F9 [( x' ^- X! Y: r
hereinafter provided, the holders of Preferred Shares Series 19 will be1 Y3 [, R$ b1 i% A6 e# y5 E
entitled to receive notice of, and to attend, meetings of shareholders at which8 Q, C3 w3 r& J3 b" }+ m
directors of the Bank are to be elected and will be entitled to one vote for
- y8 X) n# U8 E/ h" @each Preferred Share Series 19 held. The voting rights of the holders of the r2 D6 Y& I1 t: s- w1 w
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of7 V! Y* u" Z! X( f! Y: V
the first dividend on the Preferred Shares Series 19 to which the holders are
; L' i! c( l% ^2 oentitled thereunder subsequent to the time such voting rights first arose until
" x, _, E7 {. |+ I7 f1 `0 I4 a1 @such time as the Bank may again fail to declare the whole dividend on the0 E( @" f. b- b- I+ w0 x$ r1 W# ?
Preferred Shares Series 19 in respect of any quarter, in which event such$ V$ p8 [: ]% w, E1 `# H" u
voting rights will become effective again and so on from time to time.
( i2 b& ]' v! ]9 {S-6" e( T, w2 T5 a5 I
Priority: The preferred shares of each series of the Bank will rank on a parity with5 ?% o! H0 F; k& f0 x4 I
every other series and are entitled to preference over the common shares of U$ e! C; f" _) r5 o5 ~" {
the Bank and over any other shares of the Bank ranking junior to the
4 S0 V/ t# g# w7 R1 O; H9 s. `4 [preferred shares with respect to the payment of dividends and upon any
; c. Q9 V; t8 G, |distribution of assets in the event of the liquidation, dissolution or
4 `1 e. b* Z. ~0 mwinding-up of the Bank.
3 a b g) ^. p! VTax on Preferred Share The Bank will elect, in the manner and within the time provided under( [$ _/ v& }/ Q& J$ Q$ W9 |+ L2 P4 v$ j
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares1 a, p. u* H V4 O% u' l' ?
Series 18 and Preferred Shares Series 19 will not be required to pay tax on+ j% M5 E+ W+ P2 B$ f
dividends received on such shares under Part IV.1 of such Act. |
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