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发表于 2008-11-29 16:58
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下面是BMO的:
P" R# i2 U( x$ R" G/ K7 _SUMMARY OF THE OFFERING
( P8 \9 B, x6 ~3 MThis 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 M& G, L, K3 X1 U+ ?7 {Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.$ ]% m/ h$ d& K$ Q" E3 R; Q/ g& T
Amount: $150,000,000 (6,000,000 shares).
; |4 [4 m# n' N8 j# H2 \, yPrice and Yield: $25.00 per share to yield initially 6.50% per annum. ?7 ~- y G3 L* K/ k& A) U
Principal Characteristics of the Preferred Shares Series 18
: W/ Q6 K/ q# w3 i4 s+ EDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
9 X3 D9 m j, Z1 _: S# e) Bnon-cumulative preferential cash dividends, as and when declared by the
% @) u, p' b2 \6 tBoard of Directors, subject to the provisions of the Bank Act, for the initial
+ O& w' s8 y( gperiod commencing on the closing date and ending on and including
! l- |' \8 _3 H7 I+ TFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the; A+ }* y" ^7 V: T2 K
25th day of February, May, August and November in each year, at a rate. q3 i4 B4 _% N; w1 E' N
equal to $0.40625 per share. The initial dividend, if declared, will be payable
6 _% g3 j" z. O' uMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
1 J8 \6 `9 M3 Q" |# Idate of December 11, 2008.( v5 W3 d; N" ]0 E) i7 q! k
For each five-year period after the Initial Fixed Rate Period (each, a; a5 i7 v R; U! j
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares) n" b8 g5 m& i4 L
Series 18 will be entitled to receive fixed non-cumulative preferential cash
/ Z, ~2 u% `! @* R9 h jdividends, as and when declared by the Board of Directors, subject to the5 j2 e$ s( j. Z& E& [8 L8 V
provisions of the Bank Act, payable quarterly on the 25th day of February,
: Z8 X: Y9 I7 q, `# V! [2 QMay, August and November in each year, in the amount per share per annum4 H& u, Q' b% H5 ?
determined by multiplying the Annual Fixed Dividend Rate applicable to# G m7 t2 y; L x
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend- @; x% Q) G# }/ d# q
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the/ @* L$ T6 W0 W+ _. G3 e5 r, l- W' f
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day1 s& v Q# y5 w( N1 M5 m4 B: T6 `1 ]- A
of such Subsequent Fixed Rate Period and will be equal to the sum of the
7 Z! U2 n [5 {# _- T/ A- ]' C, kGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
- {9 T& g+ ~- r: Q5 Yplus 3.83%.
! H3 b% w# L% ^5 [4 @# oIf the Board of Directors does not declare a dividend, or any part thereof, on' M- K6 Z( |$ M8 u/ F+ i' g% k
the Preferred Shares Series 18 on or before the dividend payment date for a
# N% y4 M0 H, H8 C" i) f: Aparticular quarter, then the entitlement of the holders of the Preferred" q; s, O2 n$ M2 F: G" ~! V7 E% \
Shares Series 18 to receive such dividend, or to any part thereof, for such
5 Z4 X! R- q5 o/ B* X- [quarter will be forever extinguished.
0 q _3 y: v' Z: z! qRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
( e- ]& r% {; l5 Y |! h4 n" eSuperintendent and to the provisions described below under ‘‘Details of the
( M! n' Z- ?# J# p; x- Z( {- LOffering — Certain Provisions of the Preferred Shares Series 18 as a' G+ ?8 k# K7 ]0 }& t
Series — Restrictions on Dividends and Retirement of Shares’’, on8 ]2 S) S2 N/ b* ?4 j
February 25, 2014 and on February 25 every five years thereafter, on not4 }1 {9 n5 I% Q
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any0 S- q' R* ?8 U5 f& w0 T' `
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
( o% b% s* q9 D8 O+ [9 dwithout the consent of the holder, by the payment of an amount in cash for
% f8 W ]( P1 b4 A1 L7 peach such share so redeemed of $25.00 together with all declared and unpaid
# K* \$ N- M8 M/ @dividends to the date fixed for redemption.- F9 j, {( ], k. k L
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
4 ~3 J, G' `& e8 AShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have: n5 m/ v0 [$ v
the right, at their option, to convert, on February 25, 2014 and on
( Y& y! N0 O. C% rS-4: E6 m1 Z, W/ B/ y+ E) Z
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
" D8 C! u0 i5 _ T$ }) `3 Vor all of their Preferred Shares Series 18 into an equal number of Preferred4 `0 p& {9 G: f: E" p# }$ C: X0 X
Shares Series 19 upon giving to the Bank notice thereof not earlier than
4 H2 {( z- q9 \& R- o) J30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day/ P2 k! D8 n; J- x1 n
preceding, a Series 18 Conversion Date.. u H; P$ S$ {9 l
Automatic Conversion If the Bank determines, after having taken into account all shares tendered) l P, Q/ D6 u2 u5 Q! Y
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
# o; U7 v: M8 z0 bSeries 19, as the case may be, that there would be outstanding on such; B( R0 |/ v! x% ]' h
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,4 b+ r' S' ^, w8 q' U
such remaining number of Preferred Shares Series 18 will automatically be
( t1 I' K# U- p; [2 n( ]6 D1 F+ ?/ `: ^converted on such Series 18 Conversion Date into an equal number of
: S8 ?' x3 r9 LPreferred Shares Series 19. Additionally, if the Bank determines that, after- f8 p( a: E( k# s0 J ^" ^9 Q
conversion, there would be outstanding on such Series 18 Conversion Date
) e! |8 l. g v/ rless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
% V6 ~; `' U: A6 i7 L. eSeries 18 will be converted into Preferred Shares Series 19.
) `- a8 G( S2 X+ q2 l% PVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
, q& J. v x3 rSeries 18 will not be entitled as such to receive notice of, attend, or vote at,* d, M# x( \1 `3 i% p+ j( b+ f
any meeting of the shareholders of the Bank unless and until the first time at
+ u- F$ M) B5 ~* ~# u( ~which the Board of Directors has not declared the whole dividend on the
$ e% Q( t0 P& QPreferred Shares Series 18 in any quarter. In that event, subject as5 H( ?& r; R: M( K E; ~
hereinafter provided, the holders of Preferred Shares Series 18 will be$ J* o# [6 X, j/ q, @
entitled to receive notice of, and to attend, meetings of shareholders at which
, x0 z: V& s2 U6 y" a3 qdirectors of the Bank are to be elected and will be entitled to one vote for+ O0 E) ?, \1 ~% W+ [, @1 v, c) {. Y- S
each Preferred Share Series 18 held. The voting rights of the holders of the; _0 B7 l a' x# S/ y
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
* Z; y; G& @( A& n ]the first dividend on the Preferred Shares Series 18 to which the holders are/ p6 z1 W+ a7 q, m
entitled thereunder subsequent to the time such voting rights first arose until* |9 D. b N" M8 b% {8 \1 S/ s
such time as the Bank may again fail to declare the whole dividend on the
' U: g+ z/ |+ j6 U/ [+ f. fPreferred Shares Series 18 in respect of any quarter, in which event such
1 t" A0 z/ W, D9 {voting rights will become effective again and so on from time to time.
* A9 _/ Y i& {& F3 PPrincipal Characteristics of the Preferred Shares Series 19
* f# L+ }$ L3 H9 [6 `9 l! sDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
! d! d% O/ O) Z& Vfloating rate non-cumulative preferential cash dividends, as and when
6 l5 r) |* X8 s9 Udeclared by the Board of Directors, subject to the provisions of the Bank Act,
+ x, T7 h# d( U, m4 [- Npayable quarterly on the 25th day of February, May, August and November
4 @) ?; y, k, I0 Pin each year, in the amount per share determined by multiplying the1 |/ y! P* R; j( U. d! K
applicable Quarterly Floating Dividend Rate by $25.00.
4 R2 o* p* o3 x! mOn the 30th day prior to the commencement of the initial quarterly dividend. w8 @) R+ z6 z
period beginning on February 25, 2014, and on the 30th day prior to the first
; Z( `8 G/ }( Z0 L. B$ [$ kday of each subsequent quarterly dividend period (the initial quarterly: j& c: t2 D2 N6 {$ c% _3 j z
dividend period and each subsequent quarterly dividend period is referred to
& {4 i' q4 C3 e. }7 Qas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
0 i% |) u( i/ _5 O0 L5 B: y6 L5 sQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
0 X" t9 M; M) y5 k3 ]8 [- lPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the! A; h4 T" |& g% E
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days. S1 n1 f& Q t( E* B
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
. S* ^2 Z. [3 `; V/ A# edetermined on the 30th day prior to the first day of the applicable Quarterly
6 `3 B0 F& S& M, Q* D$ E7 tFloating Rate Period.$ \8 |! Q( S1 r; \
S-5
( l" p4 X! j% _- v4 \If the Board of Directors does not declare a dividend, or any part thereof, on
" @" g3 ] b2 ]8 S- h" kthe Preferred Shares Series 19 on or before the dividend payment date for a# l, d/ R, B2 q: T' t" e
particular quarter, then the entitlement of the holders of the Preferred
5 t3 L2 [! `( _+ L1 I7 z" P" tShares Series 19 to receive such dividend, or to any part thereof, for such; z" ~; ]. B, R3 g
quarter will be forever extinguished.8 w) g+ \& R" w% a+ @) w. j; V
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the8 r3 q8 B$ |2 F! m4 k9 f5 U# c
Superintendent and to the provisions described below under the heading3 U; q6 L- ?! r8 \
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
& B$ n2 x/ g9 I3 V$ ~Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,- K1 B* k3 Y/ \2 Z2 U
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
4 J$ K4 j# H6 P0 t! i7 bor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
5 @# U; G3 W) V2 C3 g7 v9 ]+ {option without the consent of the holder, by the payment of an amount in
- s7 X- l [7 U4 e4 ]" ^% tcash for each such share so redeemed of (i) $25.00 together with all declared8 C6 p# V2 d+ G o, p" _% I" H
and unpaid dividends to the date fixed for redemption in the case of
: Z) ?- \; t0 c# tredemptions on February 25, 2019 and on February 25 every five years' d5 j% \3 ~: W8 T
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to# a2 g' }" P/ ~0 f4 Z
the date fixed for redemption in the case of redemptions on any other date
/ V7 \; g: K8 f9 D0 {1 [) [# Gon or after February 25, 2014. M: D. q) x) \4 T
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic& J- L9 v' o: [% h8 D
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have( y. f& o+ V$ w3 l% }: T$ p" O
the right, at their option, to convert, on February 25, 2019 and on
0 `8 |# e, q+ sFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
7 d z6 f2 N, S! X dor all of their Preferred Shares Series 19 into an equal number of Preferred
& V0 V- K: |3 q, w5 b! `1 DShares Series 18 upon giving to the Bank written notice thereof not earlier/ r1 m' f4 E3 f: Y- V6 L
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
; b! f) U0 q" C15th day preceding, a Series 19 Conversion Date.( f. j2 L8 Y+ F; A% Y/ V3 C
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
3 q# h4 C! E( p2 X) d& yProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares0 z0 c* t+ r7 s* E
Series 18, as the case may be, that there would be outstanding on such; c7 C! D; G9 }* ^( V3 ^+ m$ o
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
; a9 I* Q6 R4 L1 |such remaining number of Preferred Shares Series 19 will automatically be
; x# F) S& u: d/ A6 l9 Hconverted on such Series 19 Conversion Date into an equal number of
7 X, V: ~9 @! U7 ^8 H+ J; qPreferred Shares Series 18. Additionally, if the Bank determines that, after
* _/ E I) \8 d9 [conversion, there would be outstanding on such Series 19 Conversion Date- @: V3 q! p, z# [
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares$ d8 `9 V! v0 K: D% G1 o+ Q3 M
Series 19 will be converted into Preferred Shares Series 18.
: U: r0 s& D3 K* l! {( bVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
5 a0 }# ]+ i9 P7 J0 }+ c+ ASeries 19 will not be entitled as such to receive notice of, attend, or vote at,$ ]9 k9 W: Q: W
any meeting of the shareholders of the Bank unless and until the first time at
4 F$ G. b5 r" xwhich the Board of Directors has not declared the whole dividend on the: [8 X1 h0 X7 J
Preferred Shares Series 19 in any quarter. In that event, subject as
* A! f7 R; j6 w) ?- E2 F2 q1 N( Ehereinafter provided, the holders of Preferred Shares Series 19 will be
, j# t0 m, u {: L4 Mentitled to receive notice of, and to attend, meetings of shareholders at which
' T" Y3 A) b5 u! g% @$ |directors of the Bank are to be elected and will be entitled to one vote for
4 C. R X7 c0 S; ~/ m# w0 F+ oeach Preferred Share Series 19 held. The voting rights of the holders of the5 V% w0 z9 J7 Z
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
2 Q' z* G% z" f# ] G+ pthe first dividend on the Preferred Shares Series 19 to which the holders are
9 v( G. `: v' s/ y! X6 m0 f% eentitled thereunder subsequent to the time such voting rights first arose until
! L) N& t g; nsuch time as the Bank may again fail to declare the whole dividend on the
$ k$ s2 q( u3 a( @: tPreferred Shares Series 19 in respect of any quarter, in which event such
5 b7 c3 S2 |2 e" r/ {% ?voting rights will become effective again and so on from time to time. |( i C9 y. ?1 H
S-6- {3 \' Z! _2 X; E F
Priority: The preferred shares of each series of the Bank will rank on a parity with
9 V3 ^+ h7 A# I$ \1 L8 j& ^/ N! {every other series and are entitled to preference over the common shares of
% C0 O2 k& X. ithe Bank and over any other shares of the Bank ranking junior to the8 @+ j6 A( @1 Z8 x
preferred shares with respect to the payment of dividends and upon any0 I# o0 f q, h% q( ]' Z
distribution of assets in the event of the liquidation, dissolution or' G& H2 T2 c7 s8 J, ~; K. P
winding-up of the Bank.
4 y3 \, k. C" }! o- \Tax on Preferred Share The Bank will elect, in the manner and within the time provided under# i, ~, U3 H8 s. [7 X5 W7 c' @
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares2 ?$ W( e I) t e' {1 R, C
Series 18 and Preferred Shares Series 19 will not be required to pay tax on' v. D1 D' {" A* C
dividends received on such shares under Part IV.1 of such Act. |
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