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发表于 2008-11-29 16:58
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下面是BMO的:
( E4 a+ |9 D8 Z% u4 iSUMMARY OF THE OFFERING
v1 }1 U6 n; D q8 AThis 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’’.
% f! h4 Y! D, _5 O& I0 a& d7 e/ {Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.0 g: i- ~, s: T0 v
Amount: $150,000,000 (6,000,000 shares).$ n. k2 t4 o( {$ E, {, k
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
7 `! M5 G" H+ v1 ]/ q$ w) {Principal Characteristics of the Preferred Shares Series 188 m# U+ q, p, p) Z* ^
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
! U) F& @4 g# i" U; O8 Cnon-cumulative preferential cash dividends, as and when declared by the
1 W7 |2 v+ T! d. M1 v; B! YBoard of Directors, subject to the provisions of the Bank Act, for the initial
, b- u* d( H" y; M0 \" a0 yperiod commencing on the closing date and ending on and including
. ?9 t8 r8 q) M8 bFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the; M( x* I) y2 `8 i" ~7 H
25th day of February, May, August and November in each year, at a rate
5 i0 Q/ V( a) u, \- Qequal to $0.40625 per share. The initial dividend, if declared, will be payable- a% Y6 P: D- k' y
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
/ w2 L% I& S) K9 ~date of December 11, 2008.7 F+ `3 D& X3 ^; \) W8 Y1 g
For each five-year period after the Initial Fixed Rate Period (each, a
+ t4 r7 T7 s, W0 |0 U# t‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
+ }9 Y. g; l" @" MSeries 18 will be entitled to receive fixed non-cumulative preferential cash2 @ ?- C* f7 P3 d) s4 A
dividends, as and when declared by the Board of Directors, subject to the
! X, F& a( ]7 k* Gprovisions of the Bank Act, payable quarterly on the 25th day of February,
5 c! n* T6 a1 l# ?; _May, August and November in each year, in the amount per share per annum
# l/ E8 Q5 s* x2 w7 b. Zdetermined by multiplying the Annual Fixed Dividend Rate applicable to- b# w7 A+ g# \: i8 j. S% d
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
+ O5 v5 j1 I4 M7 D/ o9 S) qRate for the ensuing Subsequent Fixed Rate Period will be determined by the6 E' _$ a2 U9 b% L
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day9 l' u6 l: X$ v( l d" s9 ]6 m' O3 }
of such Subsequent Fixed Rate Period and will be equal to the sum of the
, t/ d' i$ }5 jGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
; _5 g! [9 K b, j) iplus 3.83%.& d! Y( a' _+ ]: K
If the Board of Directors does not declare a dividend, or any part thereof, on- _7 _* {' e% Z+ v
the Preferred Shares Series 18 on or before the dividend payment date for a
* q' v; C0 L) E: [. ~particular quarter, then the entitlement of the holders of the Preferred
8 ^$ m5 h& V" XShares Series 18 to receive such dividend, or to any part thereof, for such
, w* ^9 |$ [3 [0 R. |; |quarter will be forever extinguished.( P7 B0 B2 C3 q: t
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
9 p$ v( B0 r8 Z! o; JSuperintendent and to the provisions described below under ‘‘Details of the
; S0 M7 I/ X, ]3 s/ Z* v! @Offering — Certain Provisions of the Preferred Shares Series 18 as a
, K. T B9 ~# T0 k/ XSeries — Restrictions on Dividends and Retirement of Shares’’, on( K4 f# k; L+ V! u8 {) F9 K, T
February 25, 2014 and on February 25 every five years thereafter, on not
; \& n: m4 O( L" ~. q! m+ b4 Gmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
8 s% P" i( l, B3 f5 U6 J$ qpart of the then outstanding Preferred Shares Series 18, at the Bank’s option* ~9 u. i0 W9 A/ E( _
without the consent of the holder, by the payment of an amount in cash for5 ]- X; \ a5 e: n7 Q
each such share so redeemed of $25.00 together with all declared and unpaid
/ t8 s# N! M( X4 D' q5 J; U! t: Tdividends to the date fixed for redemption. n r7 S! ^. Z3 i+ b
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
( p5 Y3 ~! F/ S3 m0 ` J* q5 }Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
) a( i: b+ B1 k4 E4 w# ^the right, at their option, to convert, on February 25, 2014 and on+ }/ u* J; U( z* y
S-4! k- d: a, L$ g
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any- ^( [, Z: e. o3 D1 ^# K
or all of their Preferred Shares Series 18 into an equal number of Preferred* h5 S; I& R3 L, I4 ~: n0 S
Shares Series 19 upon giving to the Bank notice thereof not earlier than
d; J& y: m0 }3 a) ^30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day3 ]2 i; R, G; `$ i& ^8 _
preceding, a Series 18 Conversion Date.& k0 f! l0 Y- b4 Y! d+ H
Automatic Conversion If the Bank determines, after having taken into account all shares tendered$ ]1 }3 Z7 j# H- B1 a
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
5 U1 j" h `8 b4 A) Y7 r' vSeries 19, as the case may be, that there would be outstanding on such
1 f* p- \! F% X# P2 g4 I; [Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
5 X. W! u$ {( |' ^3 m# W: I, bsuch remaining number of Preferred Shares Series 18 will automatically be4 i2 P- j9 C2 m$ T$ ~
converted on such Series 18 Conversion Date into an equal number of
- s5 E1 C- r* C6 z8 qPreferred Shares Series 19. Additionally, if the Bank determines that, after
. K5 { a. d9 X; e+ H. lconversion, there would be outstanding on such Series 18 Conversion Date/ h1 V3 K4 {/ R1 B
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares6 T$ J5 I( y/ R% D8 k3 P
Series 18 will be converted into Preferred Shares Series 19.
2 t3 Z% |9 o: V9 YVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
6 ]% f9 r3 {8 y+ i# TSeries 18 will not be entitled as such to receive notice of, attend, or vote at,6 Z/ w6 A4 u$ T8 J( d4 q% \
any meeting of the shareholders of the Bank unless and until the first time at3 U8 R0 {) o7 }9 J' _* Z* S% i8 u
which the Board of Directors has not declared the whole dividend on the3 G" }) b+ b$ P
Preferred Shares Series 18 in any quarter. In that event, subject as
6 W" s6 j' `* @& V3 ^hereinafter provided, the holders of Preferred Shares Series 18 will be7 g% H# E. ?3 j; m- M4 k
entitled to receive notice of, and to attend, meetings of shareholders at which
( Q( }7 o$ x, u$ k, T5 L# P. ^3 Rdirectors of the Bank are to be elected and will be entitled to one vote for
) i# H9 x4 u5 b6 M0 f: T' p( Xeach Preferred Share Series 18 held. The voting rights of the holders of the
: y4 i: I1 A$ M- \( {, D: ?Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
' G1 D8 ?: U1 lthe first dividend on the Preferred Shares Series 18 to which the holders are
9 q5 C$ M9 u% w' s+ k" z3 _entitled thereunder subsequent to the time such voting rights first arose until. ]% J$ t% r, |# r: @* K
such time as the Bank may again fail to declare the whole dividend on the/ n% c, s& s4 x' o
Preferred Shares Series 18 in respect of any quarter, in which event such# J7 Y- r: p; z9 p+ W0 ?4 {
voting rights will become effective again and so on from time to time.$ Z8 f: ^1 u$ [1 l, b
Principal Characteristics of the Preferred Shares Series 197 o' m4 D. n( M6 |1 n. S$ `
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
/ {, V+ h- |( c% Dfloating rate non-cumulative preferential cash dividends, as and when
4 Y( X" k [ y% g: `declared by the Board of Directors, subject to the provisions of the Bank Act,' w2 g4 L, _7 N- D4 w* {2 ^ g
payable quarterly on the 25th day of February, May, August and November
0 }$ ~- I3 W3 `9 s" u" m3 a$ Win each year, in the amount per share determined by multiplying the0 c7 d2 P% o Z$ g
applicable Quarterly Floating Dividend Rate by $25.00.
0 i1 v1 L% ^/ tOn the 30th day prior to the commencement of the initial quarterly dividend
$ h2 P1 I9 d+ y% Wperiod beginning on February 25, 2014, and on the 30th day prior to the first
$ Y* @' B# }1 }) m5 K- M" r, zday of each subsequent quarterly dividend period (the initial quarterly3 L) l# M2 D, ^; p0 w
dividend period and each subsequent quarterly dividend period is referred to
. H' I( Y! Q1 Xas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
5 r4 R1 f4 t6 {; A- v; FQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate9 K! b( \# n+ i! E2 s; A
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
. G2 N* a' k b0 a/ KT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
+ ~6 S. Q9 C+ K+ G: i! welapsed in the applicable Quarterly Floating Rate Period divided by 365)( Y1 O0 E1 s- O- ~% I, V% d' \
determined on the 30th day prior to the first day of the applicable Quarterly
9 V4 P) S$ V) A" }5 c) BFloating Rate Period.
2 h9 \7 b2 A( @& h5 J. A5 u, OS-5
9 Q3 j8 n1 p& o* |" zIf the Board of Directors does not declare a dividend, or any part thereof, on+ e) j5 i% W I1 N- e, g
the Preferred Shares Series 19 on or before the dividend payment date for a
/ P( z6 T8 h* h" ~particular quarter, then the entitlement of the holders of the Preferred
- |) ~ q; \; B3 C; R1 {/ L7 c9 w Y/ YShares Series 19 to receive such dividend, or to any part thereof, for such0 H0 j% f# K, i$ d5 m
quarter will be forever extinguished.9 v# j" T% R7 p" Y- w+ L! N) J6 ~
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
; z: T: l$ N+ W% ]8 v" b! MSuperintendent and to the provisions described below under the heading
$ y7 Q& n* i' {9 ?( S" I' Z‘‘Details of the Offering — Certain Provisions of the Preferred Shares6 v& S; h% U7 l" {
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
9 s& _$ k4 \& J) r1 f$ Pon not more than 60 nor less than 30 days’ notice, the Bank may redeem all; i, l1 j: ^- U" f7 A1 k" C
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s9 R- M W. q& _: c. ]# m7 D
option without the consent of the holder, by the payment of an amount in
- T8 d% }/ T Y/ Fcash for each such share so redeemed of (i) $25.00 together with all declared2 u9 N+ r4 w p D1 u
and unpaid dividends to the date fixed for redemption in the case of4 Y. z1 t$ }+ H" H# o; x2 b
redemptions on February 25, 2019 and on February 25 every five years* @& ~. R. s# \* J t. G2 Z) D/ p
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to0 ?: A A9 f% t3 q
the date fixed for redemption in the case of redemptions on any other date
& S% A$ X3 K6 m5 v' _6 ron or after February 25, 2014.3 X0 f O8 Y) L. _- H0 B- A# m3 _
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
( K% ?$ T* H- s( S, h% SShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
/ Z1 m9 u6 |% Q: R& lthe right, at their option, to convert, on February 25, 2019 and on
( |4 j4 M3 K7 E! `& H' A9 zFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
/ h3 c, H! Z; [" _or all of their Preferred Shares Series 19 into an equal number of Preferred
* n) c, O5 i4 J. R& PShares Series 18 upon giving to the Bank written notice thereof not earlier
4 @; I" @7 W |. }1 J2 S$ [: Wthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
0 D% `: e/ N% i) j! w2 Q2 @15th day preceding, a Series 19 Conversion Date.- c& x# [. J% L+ o
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
6 W1 l2 }* ~* d4 s: CProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
+ r, m2 R5 {3 W' Y& U# a0 `Series 18, as the case may be, that there would be outstanding on such' k1 y5 M0 m8 x9 r: O( R9 n$ C ]
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
+ a8 W0 v5 s9 vsuch remaining number of Preferred Shares Series 19 will automatically be. ~( Z# i% w8 d) r5 i* e* j& d
converted on such Series 19 Conversion Date into an equal number of* w3 p k" c+ h
Preferred Shares Series 18. Additionally, if the Bank determines that, after
0 t: ?2 ^ O& j4 O3 W/ ^conversion, there would be outstanding on such Series 19 Conversion Date- k3 c- K U; J0 [* D
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
c1 h$ n- _: p4 |6 U6 LSeries 19 will be converted into Preferred Shares Series 18.
6 ?0 Q3 S( I/ rVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
" F( Z+ {0 P2 vSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
1 f) {) L7 @$ G/ l9 Z' rany meeting of the shareholders of the Bank unless and until the first time at
. n, R& e5 z2 y2 Ywhich the Board of Directors has not declared the whole dividend on the
8 k" }6 Q$ {2 t8 j5 Z( XPreferred Shares Series 19 in any quarter. In that event, subject as' j& K" Y( ~' n5 w
hereinafter provided, the holders of Preferred Shares Series 19 will be9 ?4 ~- _( y) K4 C* ?8 C8 T
entitled to receive notice of, and to attend, meetings of shareholders at which \1 g/ ^" M, H0 O" C; X
directors of the Bank are to be elected and will be entitled to one vote for
6 U; T3 a; f, veach Preferred Share Series 19 held. The voting rights of the holders of the; I+ W) F0 Z+ K3 h
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of1 j0 d! F1 }! W6 u3 [3 Q' ~
the first dividend on the Preferred Shares Series 19 to which the holders are
: X5 u8 b# N9 d6 K! `entitled thereunder subsequent to the time such voting rights first arose until
7 M- B3 d) s/ p- b8 a& s; |such time as the Bank may again fail to declare the whole dividend on the
8 D) s f- L% j d( w; ]Preferred Shares Series 19 in respect of any quarter, in which event such
& O9 C/ J; D3 `$ lvoting rights will become effective again and so on from time to time.
8 T) u; Q! ]/ u; TS-61 L7 f" s: ~" q; M R
Priority: The preferred shares of each series of the Bank will rank on a parity with) Q5 R, w4 W* e& ]
every other series and are entitled to preference over the common shares of/ g c5 ~' S0 {* \7 |: q1 K+ Q
the Bank and over any other shares of the Bank ranking junior to the d: A% U. ~! e {) C3 g6 t+ N( h
preferred shares with respect to the payment of dividends and upon any6 g' I) U/ W& c8 B! _2 X* v% |
distribution of assets in the event of the liquidation, dissolution or
/ j/ o5 K5 ]% N) _winding-up of the Bank.
7 C0 l$ M+ g3 I9 @" Q+ wTax on Preferred Share The Bank will elect, in the manner and within the time provided under2 ?, I- g; A0 [, ~
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
6 U x" ?# K4 Y: dSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
' N5 v1 s/ Z1 L1 w5 ^. Q, Ndividends received on such shares under Part IV.1 of such Act. |
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