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发表于 2008-11-29 16:58
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下面是BMO的:
$ p' `& ?/ g5 F D: {SUMMARY OF THE OFFERING8 m4 l7 x) ?5 j% g5 }' @7 T4 Q
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’’.
" A$ g* I8 a! P# P, Q) C/ u0 }7 ~Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.6 O2 F+ H8 I8 x+ S0 B
Amount: $150,000,000 (6,000,000 shares).
3 X/ ^" z% y `0 U- L, FPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
$ o4 n! a: S9 L. x# I9 YPrincipal Characteristics of the Preferred Shares Series 18
' v# X% k8 s" V. h. O3 HDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
: }8 n- t" e5 D1 Tnon-cumulative preferential cash dividends, as and when declared by the
9 g& K$ {! E7 I$ A1 u* a2 L3 aBoard of Directors, subject to the provisions of the Bank Act, for the initial
! i# V9 U5 f4 u4 i6 R1 Lperiod commencing on the closing date and ending on and including* L2 N9 L2 n6 ]. Z4 g8 K# o
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the. n/ o& w2 Q5 r* v; _
25th day of February, May, August and November in each year, at a rate
+ b* J: R4 u0 ?3 P0 gequal to $0.40625 per share. The initial dividend, if declared, will be payable
/ e$ v! n+ F& f' }% g# F l- \! a Y9 c0 OMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing9 R2 a8 V) m8 Y) @- T6 N. w! [; d/ }
date of December 11, 2008.2 {1 ]3 o$ O, S; F% q, n
For each five-year period after the Initial Fixed Rate Period (each, a
8 R6 R( O9 `# G# t‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares) U9 x7 T8 s. H
Series 18 will be entitled to receive fixed non-cumulative preferential cash
1 L! ~7 Z- u P# Ydividends, as and when declared by the Board of Directors, subject to the" K& @: S/ ]% B( k8 P& @5 F6 Z
provisions of the Bank Act, payable quarterly on the 25th day of February,
- _, |( S- G0 l2 i: EMay, August and November in each year, in the amount per share per annum% _8 P! z# D p2 L
determined by multiplying the Annual Fixed Dividend Rate applicable to% R, o9 E4 P4 ?4 Q( U) L
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
( x& Z& u1 b }/ |Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
; g6 n2 ^$ Y3 R4 h; N1 {3 ]. kBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day# q" O5 W1 O+ I, d5 W$ u
of such Subsequent Fixed Rate Period and will be equal to the sum of the0 w( ^6 N0 a2 U8 A+ O
Government of Canada Yield on the applicable Fixed Rate Calculation Date
4 q3 ~+ C) z3 e4 V1 G: H8 hplus 3.83%.: j/ [* G- C3 e4 Z8 A5 W5 m9 ~
If the Board of Directors does not declare a dividend, or any part thereof, on
0 o C9 ^! t0 Mthe Preferred Shares Series 18 on or before the dividend payment date for a
, V; h: |: N5 W V/ Q& W% p( Zparticular quarter, then the entitlement of the holders of the Preferred2 g3 i: A' R) T. a( ^7 }7 [. \% y
Shares Series 18 to receive such dividend, or to any part thereof, for such
4 T ], E v7 T& }" mquarter will be forever extinguished.
~5 j9 D- {8 RRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
% z* Y2 T2 p5 E* c5 }Superintendent and to the provisions described below under ‘‘Details of the$ j/ N7 U7 J3 H8 y x( Q" q7 @
Offering — Certain Provisions of the Preferred Shares Series 18 as a+ c6 C( Z+ F$ D& P; l* G
Series — Restrictions on Dividends and Retirement of Shares’’, on0 M. |" c+ Y* e* X! C+ O* |
February 25, 2014 and on February 25 every five years thereafter, on not
( I" u! Z- q, A$ z/ `4 d# K- w& _more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
g J; _- e6 M. Ipart of the then outstanding Preferred Shares Series 18, at the Bank’s option
' {5 d; s# t4 k( c8 k+ X' dwithout the consent of the holder, by the payment of an amount in cash for, x1 m- o w( o0 _
each such share so redeemed of $25.00 together with all declared and unpaid# i4 \+ H" U- p$ m1 R5 \+ y- Y
dividends to the date fixed for redemption.
( c4 A b: U8 S; R+ X/ OConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic/ k5 K K; F- c
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
' V/ R/ P8 m9 |' K, H' Gthe right, at their option, to convert, on February 25, 2014 and on
" {& m( N, x; ?4 KS-4
" e; t: S% z& _; kFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any) A! Y: I$ a7 {" l
or all of their Preferred Shares Series 18 into an equal number of Preferred
4 a) h5 F" h0 I r3 [8 {Shares Series 19 upon giving to the Bank notice thereof not earlier than$ @. k% q: h' e& E; w7 Z
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day# i+ I z. N( ~5 h
preceding, a Series 18 Conversion Date.0 Q0 L4 S* \& I$ a
Automatic Conversion If the Bank determines, after having taken into account all shares tendered# ?! A0 E, c: Z0 ?9 P1 @; i
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
5 @3 y7 X+ [1 r! s- ySeries 19, as the case may be, that there would be outstanding on such- L: X. Y# Z+ t, y0 X
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,0 l/ G4 w3 D6 h" V& ^9 O" Q
such remaining number of Preferred Shares Series 18 will automatically be
' a8 p8 S$ w: y% I# F5 T Econverted on such Series 18 Conversion Date into an equal number of
3 s+ ?! u L4 L% D) d% PPreferred Shares Series 19. Additionally, if the Bank determines that, after
/ y; A& S, t3 [; i9 v/ u5 Gconversion, there would be outstanding on such Series 18 Conversion Date6 [% S4 Y1 C9 `; e7 S E2 j$ f
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares, X3 U% D& ?# L' w: }
Series 18 will be converted into Preferred Shares Series 19.
) y& t7 P$ D9 Z; wVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
O8 |! `. F* u9 sSeries 18 will not be entitled as such to receive notice of, attend, or vote at,0 T, S7 F+ Z. L9 c
any meeting of the shareholders of the Bank unless and until the first time at# A, |* l* p. t1 e
which the Board of Directors has not declared the whole dividend on the
; d% S) F2 u* K( ePreferred Shares Series 18 in any quarter. In that event, subject as
! S7 C, u/ j1 s# w1 ]" u, i! ^ Rhereinafter provided, the holders of Preferred Shares Series 18 will be! P& y/ h3 i; S& r) q
entitled to receive notice of, and to attend, meetings of shareholders at which
3 h" E9 S1 \+ _" I s8 Ydirectors of the Bank are to be elected and will be entitled to one vote for2 A% ?# s; r M# l% f) k
each Preferred Share Series 18 held. The voting rights of the holders of the
- y( ` u4 u8 I# `0 P) V! oPreferred Shares Series 18 will forthwith cease upon payment by the Bank of2 L* b6 B3 Q" p2 L" E% C+ P
the first dividend on the Preferred Shares Series 18 to which the holders are( B0 \/ b# {& Q. S' q
entitled thereunder subsequent to the time such voting rights first arose until
) f r( q' b& e+ M; s8 h; Fsuch time as the Bank may again fail to declare the whole dividend on the4 @9 C% y! F# h+ A4 a
Preferred Shares Series 18 in respect of any quarter, in which event such! F0 w# ~) L5 N0 }; b! K
voting rights will become effective again and so on from time to time. J1 b* Y W6 w" c) N
Principal Characteristics of the Preferred Shares Series 19
% k8 d" G5 D' O( VDividends: The holders of the Preferred Shares Series 19 will be entitled to receive! ?3 G: m8 a; m" D8 n
floating rate non-cumulative preferential cash dividends, as and when
- L1 ~/ s% w2 z5 N3 _& gdeclared by the Board of Directors, subject to the provisions of the Bank Act,
- _) [- O7 b% n0 _. Ipayable quarterly on the 25th day of February, May, August and November
5 t- r! ~( o9 ]& |in each year, in the amount per share determined by multiplying the
& {# I ]4 I( R# {: D( I5 napplicable Quarterly Floating Dividend Rate by $25.00.
1 S0 t) |" O5 q6 g6 q" t0 rOn the 30th day prior to the commencement of the initial quarterly dividend
. g0 _% j# B% s$ j5 `3 Q, {period beginning on February 25, 2014, and on the 30th day prior to the first: O- s, I1 z3 w5 P4 f
day of each subsequent quarterly dividend period (the initial quarterly* o; {; b/ F' g- I
dividend period and each subsequent quarterly dividend period is referred to
7 {1 J7 j; P6 h$ k& Tas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
( h/ d# i6 a" s+ [5 |" \Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate) @% ~1 D4 p- Z4 b
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the' F; V8 H8 v5 l! X& y
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
4 w6 h8 H4 K$ l# ]2 \elapsed in the applicable Quarterly Floating Rate Period divided by 365)
- A2 G, @+ _9 `7 C) h3 B Xdetermined on the 30th day prior to the first day of the applicable Quarterly
1 r# @% o6 A6 r# |4 HFloating Rate Period.) x" [! f* _3 o* B+ R
S-56 }) F; N7 s; [5 \6 T5 F. ~
If the Board of Directors does not declare a dividend, or any part thereof, on7 }& p6 J& M/ Q* q
the Preferred Shares Series 19 on or before the dividend payment date for a
. U A* } H, T. Nparticular quarter, then the entitlement of the holders of the Preferred# n+ b8 V( m. C+ A) u. G6 `; {6 m; A
Shares Series 19 to receive such dividend, or to any part thereof, for such+ L9 P; ^+ s6 t8 D# N
quarter will be forever extinguished.5 z# J$ ^% m& L8 v9 p% Q; S. M
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the" S: ^# \% G9 r7 n* Z& r$ Q3 U
Superintendent and to the provisions described below under the heading9 P* h& M! t7 T$ i" E5 J- |3 I; f
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
: f0 w% {- ]; J* y& DSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
6 | ]. V1 S% ^% Y! [4 L4 H( O; x% ~on not more than 60 nor less than 30 days’ notice, the Bank may redeem all" E* a- G5 H& n0 K9 c7 y
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
* S" Z! p J- ~3 }option without the consent of the holder, by the payment of an amount in, O$ t a7 e6 u. {1 l0 I! I
cash for each such share so redeemed of (i) $25.00 together with all declared+ Q+ a) N* n; u- p! U. h' Z5 c
and unpaid dividends to the date fixed for redemption in the case of
# b6 ~- t) q3 @& }+ Xredemptions on February 25, 2019 and on February 25 every five years
( l% I7 X6 z+ Z7 W; D8 N/ w; ithereafter, or (ii) $25.50 together with all declared and unpaid dividends to2 g( d. \$ K3 }9 x2 n
the date fixed for redemption in the case of redemptions on any other date9 e' [, E( A+ l4 G
on or after February 25, 2014.
* _+ k( G4 S& d5 k* gConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
( [0 v" ]2 s1 i% o6 LShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
$ J8 J7 r+ Q/ b2 [' y3 \9 ~the right, at their option, to convert, on February 25, 2019 and on# g. k$ ^ o1 ~4 r7 l
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
% ]0 }4 x+ {# H9 }1 ]2 ~2 Ror all of their Preferred Shares Series 19 into an equal number of Preferred0 n' x6 j% r3 M, g+ U' _: D9 h
Shares Series 18 upon giving to the Bank written notice thereof not earlier
5 W& @- K( F5 g% k4 Ithan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the7 x& x) x0 _: c' f- F# V. }) f
15th day preceding, a Series 19 Conversion Date.
+ j) Q+ r6 }8 k. {Automatic Conversion If the Bank determines, after having taken into account all shares tendered4 t& }; G8 ]3 e0 R/ [
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares8 t! V& f( M& w' ~
Series 18, as the case may be, that there would be outstanding on such
$ ^! U6 y, {. m- KSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
9 @' n* u8 O* k& }) @such remaining number of Preferred Shares Series 19 will automatically be
, g# ]7 Y7 w1 pconverted on such Series 19 Conversion Date into an equal number of, ]) W2 X2 n, L3 B" s3 N( x! Q
Preferred Shares Series 18. Additionally, if the Bank determines that, after
7 E D$ S; e' S* Q% l" v* l' ~: v( Rconversion, there would be outstanding on such Series 19 Conversion Date
1 n: a0 c. h7 i3 f1 V+ Z4 H8 Nless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares R# R3 F- S0 F4 N6 F
Series 19 will be converted into Preferred Shares Series 18.1 q2 q$ T0 o# v- |/ n- W
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares; C8 Y' `) @; E, w5 U
Series 19 will not be entitled as such to receive notice of, attend, or vote at,' I* r; f$ I, C$ Q1 e! s. k
any meeting of the shareholders of the Bank unless and until the first time at9 N7 W6 |2 C6 e' L, ]3 E, N5 \5 d: a
which the Board of Directors has not declared the whole dividend on the
# m# h% A( P2 U8 f8 e1 XPreferred Shares Series 19 in any quarter. In that event, subject as
$ C7 N5 p8 `: ~* vhereinafter provided, the holders of Preferred Shares Series 19 will be
1 ~! ]7 ^: R3 v# X7 x/ e% Oentitled to receive notice of, and to attend, meetings of shareholders at which) m K+ e! v" t
directors of the Bank are to be elected and will be entitled to one vote for
) D" }- u q* n7 ~! _$ ~" beach Preferred Share Series 19 held. The voting rights of the holders of the. w% }3 F, u+ B* D9 t
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
4 X0 }1 W4 u; E3 J% f* T8 xthe first dividend on the Preferred Shares Series 19 to which the holders are
. O7 q# X4 Y( M$ y+ M* _entitled thereunder subsequent to the time such voting rights first arose until
; N5 r4 S0 r9 j$ c2 q9 }4 P3 R3 Zsuch time as the Bank may again fail to declare the whole dividend on the
5 _3 e( v: Y6 ?" _Preferred Shares Series 19 in respect of any quarter, in which event such- t; o. j7 M1 b$ s, L2 \5 p U' f
voting rights will become effective again and so on from time to time.: M3 M, O8 \, w# l# M
S-6
( E" v; F/ d/ S+ a! U o( @7 T. t, OPriority: The preferred shares of each series of the Bank will rank on a parity with
$ e% d- q7 {1 g& pevery other series and are entitled to preference over the common shares of; b) Q3 `3 l9 Z J9 c& i
the Bank and over any other shares of the Bank ranking junior to the( g$ S' m/ p* T2 T B- a* V# }$ }
preferred shares with respect to the payment of dividends and upon any3 v0 n/ z' J& S9 ^! A
distribution of assets in the event of the liquidation, dissolution or( T+ e- e ^7 c; }
winding-up of the Bank.
5 n# s* f4 Z- k6 z3 p6 n" oTax on Preferred Share The Bank will elect, in the manner and within the time provided under
4 s z5 z8 D1 j; [- TDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
' Z) X% X6 j0 ]: q- ? sSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
: R+ Y* d# m% K; k1 w; S$ G# gdividends received on such shares under Part IV.1 of such Act. |
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