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发表于 2008-11-29 16:58
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下面是BMO的:
5 E: N; ~- B: z8 h4 u' c0 eSUMMARY OF THE OFFERING
& R, Z: M4 N# O. ?# hThis 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’’.
4 ?4 B. |% K! L; M3 E7 X) mIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18./ ^7 |2 ~2 D! U6 ~5 J8 Y
Amount: $150,000,000 (6,000,000 shares)." H2 S) e' X8 _; G. ?2 V
Price and Yield: $25.00 per share to yield initially 6.50% per annum.# h) j, \3 F, x$ {6 ]9 \
Principal Characteristics of the Preferred Shares Series 18$ F9 ^$ g& a0 w- T& D
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed+ B9 N0 Z" V% s1 d/ w* ]1 x; @
non-cumulative preferential cash dividends, as and when declared by the
3 L- T8 V7 |+ zBoard of Directors, subject to the provisions of the Bank Act, for the initial) F8 J8 B5 d* m/ ^( P- q% x
period commencing on the closing date and ending on and including
! t, y: p2 Z# Y& G- ^' b( v, qFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the2 G/ a0 t9 A/ }) K8 k4 h8 Y- m
25th day of February, May, August and November in each year, at a rate
! J+ u8 b+ S r! m# T0 g' V7 c) eequal to $0.40625 per share. The initial dividend, if declared, will be payable: P m% p0 M+ K
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing+ \; @3 N' O' b5 ?. [2 q
date of December 11, 2008.
: X/ o; P: l! e8 HFor each five-year period after the Initial Fixed Rate Period (each, a/ L. P/ W1 [( O) {1 e' |+ K% y
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares) y4 d* H9 a4 X
Series 18 will be entitled to receive fixed non-cumulative preferential cash- {4 Q! ^/ p( ]9 p6 Y
dividends, as and when declared by the Board of Directors, subject to the
" i1 f0 @9 F/ p) f5 [8 B5 pprovisions of the Bank Act, payable quarterly on the 25th day of February,
6 U. u' L7 ?5 s4 M NMay, August and November in each year, in the amount per share per annum- p5 c7 {. ~3 Y, G: A5 U& M
determined by multiplying the Annual Fixed Dividend Rate applicable to+ R9 n7 k4 X, }+ ^1 b$ c
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
, n+ C% n' [1 F& G" I% N# O TRate for the ensuing Subsequent Fixed Rate Period will be determined by the
+ ]" c# U8 N. Q$ ?! d: tBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day3 E! r$ S* q, K$ u0 p+ {4 ?" Z
of such Subsequent Fixed Rate Period and will be equal to the sum of the
( ]* g/ A2 t8 E% y IGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
0 }. W/ R6 J+ tplus 3.83%.
" t) Y: p1 h2 {# jIf the Board of Directors does not declare a dividend, or any part thereof, on
7 A* f6 D0 B/ g9 Y4 [; R9 Q9 Ythe Preferred Shares Series 18 on or before the dividend payment date for a
6 W. S3 w2 e) C) k, Wparticular quarter, then the entitlement of the holders of the Preferred& w3 g4 z1 P/ P
Shares Series 18 to receive such dividend, or to any part thereof, for such6 [2 \3 R$ l9 y# M* q/ T- n2 p. `
quarter will be forever extinguished.
4 f' F' h( D9 S$ jRedemption: Subject to the provisions of the Bank Act and to the prior consent of the- m4 V- Z# V* k; Q) h/ y- J2 x6 {
Superintendent and to the provisions described below under ‘‘Details of the
0 T: p; D/ n' _( p$ DOffering — Certain Provisions of the Preferred Shares Series 18 as a
- a/ f' ?0 `. F, t; t3 N$ hSeries — Restrictions on Dividends and Retirement of Shares’’, on7 D: K6 L( `8 i* d: F) N+ {' n, W
February 25, 2014 and on February 25 every five years thereafter, on not* c, w) m1 b5 c& ?
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any, L# L0 y! s4 p* K) w: l
part of the then outstanding Preferred Shares Series 18, at the Bank’s option/ x+ A7 S4 l* H4 i0 A2 N
without the consent of the holder, by the payment of an amount in cash for
' J2 s- ^8 b' k$ g$ F. x; keach such share so redeemed of $25.00 together with all declared and unpaid# ?& N2 c% x+ t7 [; ? r' s$ _
dividends to the date fixed for redemption.
' z0 l1 h! V- p) n2 bConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic) y% |- y, v. T" j8 Z# ], s
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
; f6 U( ?) j. E+ Uthe right, at their option, to convert, on February 25, 2014 and on3 s& F5 Y! ?3 V& C6 X( m+ J& f
S-45 H ^4 x5 W" c- A* L3 |1 G
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any: X8 f' y& m2 m& C% H' i1 e I
or all of their Preferred Shares Series 18 into an equal number of Preferred
4 B2 j( H0 V8 L* VShares Series 19 upon giving to the Bank notice thereof not earlier than. _8 j& D4 m% F
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day( s6 X6 A/ L5 x5 P/ G' S7 p
preceding, a Series 18 Conversion Date.$ s8 G/ X" d0 F$ s& }
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
% h4 m! Y% d' ^Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares# B5 I) B3 `! r- d3 b
Series 19, as the case may be, that there would be outstanding on such F% E! B: l2 B
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
* |" _3 ~0 E6 s4 k: msuch remaining number of Preferred Shares Series 18 will automatically be
) J8 b& Z5 c1 s) ]5 Mconverted on such Series 18 Conversion Date into an equal number of
" R; N5 R5 q' w1 l; r' D# M6 [Preferred Shares Series 19. Additionally, if the Bank determines that, after, c( }* H' w1 s# T$ p g/ A
conversion, there would be outstanding on such Series 18 Conversion Date
% |* K8 I( w( _2 H0 C4 V: Yless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
' F0 V _( U& v8 p/ N2 j8 O# xSeries 18 will be converted into Preferred Shares Series 19.; e% D; @. o; \6 v$ j" j
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
0 Z0 E& c# r9 z# C, gSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
5 `. M7 G! U# D0 B( F5 f% Qany meeting of the shareholders of the Bank unless and until the first time at
$ A( {5 a3 y& b; E; jwhich the Board of Directors has not declared the whole dividend on the3 m5 z/ r |% P" R' F
Preferred Shares Series 18 in any quarter. In that event, subject as4 L; o, V- p3 i
hereinafter provided, the holders of Preferred Shares Series 18 will be
" N! `& }* r" Dentitled to receive notice of, and to attend, meetings of shareholders at which) n* n; m4 A( t* L$ Y: ^2 E5 y4 R
directors of the Bank are to be elected and will be entitled to one vote for3 i" Y/ y2 C) u
each Preferred Share Series 18 held. The voting rights of the holders of the9 ?1 t# v/ o) A$ @: o5 S0 K
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of1 l! H5 R" W6 ^; }, y9 }# x T
the first dividend on the Preferred Shares Series 18 to which the holders are
9 o4 ]! d; U" S; v% X. fentitled thereunder subsequent to the time such voting rights first arose until
# S8 g% X, `/ a& Z& ~such time as the Bank may again fail to declare the whole dividend on the7 G' Z9 A/ }3 _; W+ M
Preferred Shares Series 18 in respect of any quarter, in which event such
" g: B: h& N# @$ U* [voting rights will become effective again and so on from time to time.
: {4 M' U2 |- s; s, V" qPrincipal Characteristics of the Preferred Shares Series 19
; X, l: p1 L. Z& PDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
% b4 j: I" w0 _1 w5 c4 f& b7 x3 vfloating rate non-cumulative preferential cash dividends, as and when' y1 G* I) }" q$ w1 E
declared by the Board of Directors, subject to the provisions of the Bank Act,
V4 r# z4 o& `6 \# lpayable quarterly on the 25th day of February, May, August and November& q: o) ~2 ?3 t: Z8 f# M% x) o- ~. T* X
in each year, in the amount per share determined by multiplying the
: e8 i8 k$ l5 W4 p. c$ p( e- z( r2 kapplicable Quarterly Floating Dividend Rate by $25.00.
- d. J/ E9 A* b6 [2 x- Y4 eOn the 30th day prior to the commencement of the initial quarterly dividend
# u- u; b: y8 u+ Iperiod beginning on February 25, 2014, and on the 30th day prior to the first4 @9 e6 f% y. l2 \ E, u2 `) k
day of each subsequent quarterly dividend period (the initial quarterly6 g5 |5 X1 I6 X* B7 L
dividend period and each subsequent quarterly dividend period is referred to
+ _. }; P2 b6 L0 H6 \% Was a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
l# k) v" R( D. UQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
; O; R) {5 B7 j$ s6 hPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
, z1 @( X5 E w! p. l" N$ b5 `2 bT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
0 j- P( {, E/ I8 g; P' ^' c& b, oelapsed in the applicable Quarterly Floating Rate Period divided by 365)
$ Y9 o( Q% M" ~3 `/ c( Edetermined on the 30th day prior to the first day of the applicable Quarterly& m5 O+ o# {+ C' W4 V/ [$ s
Floating Rate Period.8 o8 O7 l0 Z& Z* {( s$ N$ g8 R4 m
S-5
; ~5 o" X4 a) vIf the Board of Directors does not declare a dividend, or any part thereof, on
. d7 D0 W5 S* m B+ o1 zthe Preferred Shares Series 19 on or before the dividend payment date for a1 r4 l% D9 d& X
particular quarter, then the entitlement of the holders of the Preferred
( J4 G5 @) A; b8 y& \- |$ HShares Series 19 to receive such dividend, or to any part thereof, for such: q- R/ ]+ J8 v7 {
quarter will be forever extinguished.! ]9 G ?2 J( q% r# o" }; z
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the# \$ g1 y% T0 P' [4 U% f
Superintendent and to the provisions described below under the heading2 M- ^: e& x b# z! L7 }- @& _: E) q" p- r
‘‘Details of the Offering — Certain Provisions of the Preferred Shares4 A# r4 [3 c8 {* G% N
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,0 a$ B' h' Q$ ]8 f: J1 D4 s
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
7 r9 U2 }3 A- B0 Z3 P ] [1 for any part of the then outstanding Preferred Shares Series 19, at the Bank’s9 {& f5 j: k, v7 u) {, {
option without the consent of the holder, by the payment of an amount in D2 n1 H5 t& [% f3 @0 D7 H
cash for each such share so redeemed of (i) $25.00 together with all declared
* R0 f' s; l/ D; }9 Y4 G* Uand unpaid dividends to the date fixed for redemption in the case of
4 A1 q) F+ l5 E' t" wredemptions on February 25, 2019 and on February 25 every five years
6 }6 R$ Z4 v6 @7 Q+ ?1 k9 ~thereafter, or (ii) $25.50 together with all declared and unpaid dividends to# |9 h% B% d( x! J }+ u
the date fixed for redemption in the case of redemptions on any other date- A6 l! O' i% s9 g; s/ `
on or after February 25, 2014.; S" w9 X0 G p4 q/ w! \+ a
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
F' j8 e4 e- ~! X$ \- h$ G) hShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
' |5 g, e: i1 {the right, at their option, to convert, on February 25, 2019 and on
2 w. Q: ^8 w3 k! @% h2 s! TFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
/ x: k* P1 V ?6 Por all of their Preferred Shares Series 19 into an equal number of Preferred) `6 g2 I5 p% ~: t" N0 P7 @
Shares Series 18 upon giving to the Bank written notice thereof not earlier, _" j/ q( ~0 @+ Y
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
+ l/ X0 S) o! @15th day preceding, a Series 19 Conversion Date.* o \; X9 e4 i1 r. K* k2 }6 z ]
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
7 Q+ n2 Q$ M7 v3 p( M3 rProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares! @8 p" p3 w1 i6 o; W! c
Series 18, as the case may be, that there would be outstanding on such8 C( s+ u% N- W* t# u! W' E. X
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
" r/ q& V, o9 F8 ~! p i2 [such remaining number of Preferred Shares Series 19 will automatically be
9 A. O8 {: ?) K9 ^4 M- \converted on such Series 19 Conversion Date into an equal number of' |2 T2 o D1 C+ x5 c- a
Preferred Shares Series 18. Additionally, if the Bank determines that, after
' f8 I. C! I; T1 dconversion, there would be outstanding on such Series 19 Conversion Date7 B6 k: t! W5 Y" i$ K: ?
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares6 O4 C3 [ F7 i1 T
Series 19 will be converted into Preferred Shares Series 18.% H; g J; ]5 n5 f, ^5 I$ a! X( K) b
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares' d+ c8 d7 o- j; o7 d, S
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
6 L3 M! X4 S& @; z' C0 O7 Jany meeting of the shareholders of the Bank unless and until the first time at* B* w2 F- ?1 T: X K
which the Board of Directors has not declared the whole dividend on the/ P5 s) {& H2 [) \3 b7 R+ n
Preferred Shares Series 19 in any quarter. In that event, subject as# R4 B' Y2 ~: A g6 u8 ]/ z( ~
hereinafter provided, the holders of Preferred Shares Series 19 will be8 S7 H1 Z: @, S& z
entitled to receive notice of, and to attend, meetings of shareholders at which4 m2 s6 G* Y6 K f, K
directors of the Bank are to be elected and will be entitled to one vote for
# v) l& C% c3 }* x0 e) { l! Ieach Preferred Share Series 19 held. The voting rights of the holders of the1 [. C5 u) F/ E' Q3 r1 j7 i: u
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
1 d# u8 R. u" e. `- lthe first dividend on the Preferred Shares Series 19 to which the holders are
' S6 [! @" K0 h' a) e" ^4 |% ?( s- dentitled thereunder subsequent to the time such voting rights first arose until) P+ y( O. w @ W, v/ ~6 g/ Z" o
such time as the Bank may again fail to declare the whole dividend on the
* U" Y) {! h( [: IPreferred Shares Series 19 in respect of any quarter, in which event such8 ?2 }- v. b5 g K
voting rights will become effective again and so on from time to time.* ^/ ?" h1 h9 T7 j- S" h
S-6# L; Q' i! _, i' h( B1 S
Priority: The preferred shares of each series of the Bank will rank on a parity with
* }5 Y& c7 O& F# Yevery other series and are entitled to preference over the common shares of4 ~) r6 ~& t& v& @) }9 z
the Bank and over any other shares of the Bank ranking junior to the; E4 X6 {" C! `, f. U
preferred shares with respect to the payment of dividends and upon any2 E" X6 `3 t0 R
distribution of assets in the event of the liquidation, dissolution or: Z6 q4 [6 q, n( o2 L
winding-up of the Bank.6 S: t2 Q" L, ^0 A( k2 R
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under" U2 l5 ~( n1 d
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
5 f8 _' _6 v# w3 T3 M5 x9 VSeries 18 and Preferred Shares Series 19 will not be required to pay tax on8 A& @- v( a. N7 k. J! u/ p; u* q
dividends received on such shares under Part IV.1 of such Act. |
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