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发表于 2008-11-29 16:58
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下面是BMO的:
% P6 }# f* q3 m, zSUMMARY OF THE OFFERING
' ^( j5 t! ]% U! s$ J' YThis 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’’.5 C- I, t4 T8 A# _8 x) @/ |
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
7 C" |9 X) r$ JAmount: $150,000,000 (6,000,000 shares)." U8 R. V; T2 L3 v6 j
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
2 t0 z: K2 q9 z* t1 gPrincipal Characteristics of the Preferred Shares Series 18, Q# ]! X& ~ ^+ ?0 c
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
6 ^8 U1 {) u7 Enon-cumulative preferential cash dividends, as and when declared by the d; {8 T0 @/ ?$ {- t/ p" K+ c
Board of Directors, subject to the provisions of the Bank Act, for the initial4 M2 ?. K* [& q1 F; W; C+ z
period commencing on the closing date and ending on and including" _7 y0 a% L( I- W
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
9 J& k% I0 ?+ s. Z; D0 G25th day of February, May, August and November in each year, at a rate
% w( \5 [" ^4 B* B3 Tequal to $0.40625 per share. The initial dividend, if declared, will be payable
( @. M; k. t( Q6 a8 ^May 25, 2009 and will be $0.73459 per share, based on the anticipated closing; I) ]. M6 e* {9 w$ h! m
date of December 11, 2008.- n1 Z: x5 } }/ B v
For each five-year period after the Initial Fixed Rate Period (each, a% f. L7 }% B9 J+ B& W B* @* \- o
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares1 `/ U. m: @+ k! X7 @
Series 18 will be entitled to receive fixed non-cumulative preferential cash
7 o# M- i) W- edividends, as and when declared by the Board of Directors, subject to the
2 ~# C% r4 H- @9 k: Vprovisions of the Bank Act, payable quarterly on the 25th day of February,
+ _9 N/ ~% ]; k7 n4 _- pMay, August and November in each year, in the amount per share per annum
9 ?3 z6 d7 N6 [1 i3 J$ F0 Mdetermined by multiplying the Annual Fixed Dividend Rate applicable to/ X9 m: Q: v: o; t+ s. z5 q* j- Q
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
- Z* \2 y X0 K; _& L ?! JRate for the ensuing Subsequent Fixed Rate Period will be determined by the6 d* L. B! U3 n- ^/ X; }
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day. [3 Q3 ?, m7 E" }: e& L" ]8 D* m t
of such Subsequent Fixed Rate Period and will be equal to the sum of the" F4 T; G' `8 w, l0 t
Government of Canada Yield on the applicable Fixed Rate Calculation Date7 ?2 k: v' Q+ C; @ J( [$ P
plus 3.83%.
2 _7 i$ ~7 H5 Q' f+ c- pIf the Board of Directors does not declare a dividend, or any part thereof, on1 k( d0 l& ^. d
the Preferred Shares Series 18 on or before the dividend payment date for a, p' v+ H m0 h1 s. X [: w/ s' }
particular quarter, then the entitlement of the holders of the Preferred
% S) ^4 Q- b6 D' X+ AShares Series 18 to receive such dividend, or to any part thereof, for such
2 n1 O( l/ Q( c# \* i, N! tquarter will be forever extinguished.
; u) w" R" D6 p( d: vRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
7 E6 g* s( i7 ISuperintendent and to the provisions described below under ‘‘Details of the# M. }5 X: Q. x5 V$ E0 m/ F8 I) n
Offering — Certain Provisions of the Preferred Shares Series 18 as a3 w4 C7 {9 Q: V, X6 w
Series — Restrictions on Dividends and Retirement of Shares’’, on6 m$ d! j; b7 S# n
February 25, 2014 and on February 25 every five years thereafter, on not
% v% l7 _) F9 p+ Z5 |3 Rmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any4 n8 z/ F2 @5 n- K. q/ {+ `/ Z
part of the then outstanding Preferred Shares Series 18, at the Bank’s option$ z8 x3 a, ^8 A! G2 A0 d1 Y, m4 {
without the consent of the holder, by the payment of an amount in cash for
1 h1 Q5 ?, H6 x9 B' C0 R4 Eeach such share so redeemed of $25.00 together with all declared and unpaid3 X4 h) j% i$ I$ r$ K
dividends to the date fixed for redemption.
& i! j/ v2 g5 P% g0 N% r" PConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
8 ?; b1 d0 k* q$ P# ?2 U) VShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
8 R7 Y" {# @* S& qthe right, at their option, to convert, on February 25, 2014 and on6 U3 B4 J9 t, U P( c' {! {- A
S-4* f% c/ F: W9 a. m, ~
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any6 A9 Z, {( H9 ?: V
or all of their Preferred Shares Series 18 into an equal number of Preferred
5 n. ]# s1 m' Q0 x8 x* \Shares Series 19 upon giving to the Bank notice thereof not earlier than
9 m1 h h5 c+ r8 [" R/ e30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
/ k2 d8 l; M. `5 x" ipreceding, a Series 18 Conversion Date.8 D7 s6 s/ E5 J5 [/ R1 [8 F
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
, p c4 y! o/ a! l" }5 CProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
/ g) A" d: j" h J f' A4 ySeries 19, as the case may be, that there would be outstanding on such
7 D6 K$ L9 N. h6 Z5 t5 ISeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
7 U r4 ~! ~ n: `0 w/ e2 dsuch remaining number of Preferred Shares Series 18 will automatically be
d E& I/ n2 u* @! X7 g3 Aconverted on such Series 18 Conversion Date into an equal number of
7 P6 r+ p" Z. ]5 f5 J/ CPreferred Shares Series 19. Additionally, if the Bank determines that, after
9 J5 m. c; T: W$ \+ Kconversion, there would be outstanding on such Series 18 Conversion Date
) ?: c' `4 z" w4 Z5 I( rless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares3 W- M. H4 _8 `/ h5 C7 s3 X, A
Series 18 will be converted into Preferred Shares Series 19.
8 d" t& I- Q- q5 HVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
8 e7 v7 Z' ~6 f& D/ o. O7 ?+ USeries 18 will not be entitled as such to receive notice of, attend, or vote at,. H7 T. b7 ] c' q' A
any meeting of the shareholders of the Bank unless and until the first time at* a" e; \, O: |( B& v2 Q% W" z
which the Board of Directors has not declared the whole dividend on the
3 H& {' z* j9 P0 i0 X* a- R8 OPreferred Shares Series 18 in any quarter. In that event, subject as
# @9 Z0 S0 f! f! X- q3 M, q" t: Hhereinafter provided, the holders of Preferred Shares Series 18 will be
( p. K. K# n, a! e7 `2 w4 Aentitled to receive notice of, and to attend, meetings of shareholders at which
8 d, u0 g' g! D0 ^9 {9 |directors of the Bank are to be elected and will be entitled to one vote for
, \/ H* q; O# N3 |0 _+ ]each Preferred Share Series 18 held. The voting rights of the holders of the# e5 a& B6 t7 B) F' m
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of( s: C) M% S. R8 R$ S; s Z
the first dividend on the Preferred Shares Series 18 to which the holders are4 _- G* p6 r% X' F2 a( d: y% \' |
entitled thereunder subsequent to the time such voting rights first arose until
$ h4 C8 g# |; J% k- ^" @such time as the Bank may again fail to declare the whole dividend on the1 m& P7 k4 A! {+ J! F9 ?
Preferred Shares Series 18 in respect of any quarter, in which event such
) v6 y) D$ t) D4 {! w! i) O7 evoting rights will become effective again and so on from time to time.
) t& c' @% _" C; d8 FPrincipal Characteristics of the Preferred Shares Series 19) S/ n7 L* j! y7 d O% J
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
9 M4 E8 G4 ?* Nfloating rate non-cumulative preferential cash dividends, as and when z$ N T# r: f; P& s0 T3 |1 n
declared by the Board of Directors, subject to the provisions of the Bank Act,
7 P1 ^$ a; v. D% u Vpayable quarterly on the 25th day of February, May, August and November
- _0 Z9 E, C' ]" Qin each year, in the amount per share determined by multiplying the, ?3 k0 J' a. g2 ]
applicable Quarterly Floating Dividend Rate by $25.00.
% Y: w3 S' \; U2 U# X% U+ E/ g& POn the 30th day prior to the commencement of the initial quarterly dividend
B* ~6 d) |# Q0 @9 J5 Speriod beginning on February 25, 2014, and on the 30th day prior to the first
7 H5 X" y/ o4 |' t% |6 l; s2 Cday of each subsequent quarterly dividend period (the initial quarterly1 E$ M$ `; f. e
dividend period and each subsequent quarterly dividend period is referred to7 Q" u$ i5 q$ T
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the6 E. V2 b) _+ [
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
9 G5 v' @ d6 E% p( Q: }! ZPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
" S# l8 o1 U' @1 x x. ^- oT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
' h0 B! Z3 Y; u& q8 n+ Oelapsed in the applicable Quarterly Floating Rate Period divided by 365)
" i/ C% p2 n" f7 H! \) Ndetermined on the 30th day prior to the first day of the applicable Quarterly4 [$ ~( y! e& G3 U
Floating Rate Period.
5 C# r( F# w# T" r6 TS-5
# I ], E! ^0 a5 W5 nIf the Board of Directors does not declare a dividend, or any part thereof, on9 V+ i* c* I: s' N) H
the Preferred Shares Series 19 on or before the dividend payment date for a: q; E5 m1 ]7 A6 W" n9 ~2 x
particular quarter, then the entitlement of the holders of the Preferred
+ R4 S% U0 D. o! sShares Series 19 to receive such dividend, or to any part thereof, for such# ~/ D$ W' W( \1 J( ]" P
quarter will be forever extinguished.
6 M4 ]! W4 `) h7 v* z; t; r- {% YRedemption: Subject to the provisions of the Bank Act and to the prior consent of the9 Q* g; o: K$ C0 `* G" Y5 }9 f
Superintendent and to the provisions described below under the heading- _. w) _$ T! A4 ^$ L/ \
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
* S p) B, D. p' {; F( jSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
3 \3 U, t. J) H' ~& d0 Don not more than 60 nor less than 30 days’ notice, the Bank may redeem all# V8 r6 ^4 _4 q0 ]( E% o7 ~
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s ^/ u& w2 g* I, Z6 A1 c, ]% z
option without the consent of the holder, by the payment of an amount in
) r1 ~2 r6 ~ @, i8 } U" Icash for each such share so redeemed of (i) $25.00 together with all declared1 `8 o. P$ `, [ q8 b F
and unpaid dividends to the date fixed for redemption in the case of7 n9 \8 o+ v% {; i0 T) {+ u, P3 y
redemptions on February 25, 2019 and on February 25 every five years
1 K" y3 t% P) k i8 ~- o, e5 d( A: nthereafter, or (ii) $25.50 together with all declared and unpaid dividends to, [. ?2 T0 g9 j
the date fixed for redemption in the case of redemptions on any other date& f6 N% S; z5 B F
on or after February 25, 2014.( c6 f5 O7 \. o- | F* `8 F
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic2 B4 r7 b, t6 G# V
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
7 O; u0 n; j+ U! }" ~the right, at their option, to convert, on February 25, 2019 and on) M" @- x5 a7 I" [3 }9 w
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any3 o0 c- h( e, j6 t# X T
or all of their Preferred Shares Series 19 into an equal number of Preferred& d9 I9 Z* p9 M0 o( G/ }: E
Shares Series 18 upon giving to the Bank written notice thereof not earlier, k: }4 \+ S1 e! X$ _+ i" K
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
* M, l$ k! h; s9 j" D2 y15th day preceding, a Series 19 Conversion Date.# k2 H8 [. q! Y; \8 G
Automatic Conversion If the Bank determines, after having taken into account all shares tendered& }+ t9 P+ n% s; \
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
( e& o* P* ?4 f9 { l" dSeries 18, as the case may be, that there would be outstanding on such+ a6 w5 @ l; w h: C* S5 L: ]
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
6 Q" N( j7 W: D/ P; y! S7 _, ssuch remaining number of Preferred Shares Series 19 will automatically be
! R8 c6 g" M D- j$ Aconverted on such Series 19 Conversion Date into an equal number of$ f' A# ?' X/ `8 X5 n5 {/ R/ i
Preferred Shares Series 18. Additionally, if the Bank determines that, after x: j! q' C, j5 Y, H, w7 z. I
conversion, there would be outstanding on such Series 19 Conversion Date/ g7 V8 E7 |1 {
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares/ L! F6 Z" [, t u
Series 19 will be converted into Preferred Shares Series 18.
/ a* b( y( Q6 g N* |+ QVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
) D2 w3 i a( h" Z. U. R* R. x6 KSeries 19 will not be entitled as such to receive notice of, attend, or vote at," y% v5 W2 i1 j- H
any meeting of the shareholders of the Bank unless and until the first time at* J5 D. L- y ]
which the Board of Directors has not declared the whole dividend on the
; p- M6 F/ E/ X- D' m. NPreferred Shares Series 19 in any quarter. In that event, subject as6 q0 Y( L' @) Q* M4 T) M
hereinafter provided, the holders of Preferred Shares Series 19 will be. B0 ^0 C [' E# j% y K
entitled to receive notice of, and to attend, meetings of shareholders at which. k% W* R7 g# P, ]1 p l
directors of the Bank are to be elected and will be entitled to one vote for
/ Z' a5 c8 a* n! I, a( L9 meach Preferred Share Series 19 held. The voting rights of the holders of the% P" v. r; M; c" `! _
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
) J$ C. N7 s9 a' ]1 P) j( V8 \the first dividend on the Preferred Shares Series 19 to which the holders are# t. V8 V- p# ]. v J& O
entitled thereunder subsequent to the time such voting rights first arose until& Z+ X- e4 D4 H# {, E* D& r; q
such time as the Bank may again fail to declare the whole dividend on the
% k6 _4 p0 f1 d; S3 S4 _) DPreferred Shares Series 19 in respect of any quarter, in which event such
& @1 [' O) R/ d+ \voting rights will become effective again and so on from time to time.
% }: ]" E0 f+ ^: p& N! p; SS-6# ]2 i" m3 j& y# m/ k
Priority: The preferred shares of each series of the Bank will rank on a parity with+ m+ v: i) U7 q1 V$ E
every other series and are entitled to preference over the common shares of
2 ?. Q! U* h; l7 R# Ithe Bank and over any other shares of the Bank ranking junior to the
" a- |( j$ S/ C& n! fpreferred shares with respect to the payment of dividends and upon any% z" v! j2 V& |5 S" ^6 H
distribution of assets in the event of the liquidation, dissolution or0 l. T' U6 V! E, G$ M$ r
winding-up of the Bank.
" M# R1 S. W- [7 `) a% i7 \" mTax on Preferred Share The Bank will elect, in the manner and within the time provided under
' B$ P% q7 W- _/ Z1 vDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares3 E9 M! A8 d2 h' o$ i
Series 18 and Preferred Shares Series 19 will not be required to pay tax on, P! q8 H* P% W0 x5 M6 l, K
dividends received on such shares under Part IV.1 of such Act. |
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