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发表于 2008-11-29 16:58
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下面是BMO的:
! a. ~1 O, ~ uSUMMARY OF THE OFFERING
5 e2 m6 [* |2 j( XThis 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’’.
8 K6 g' ^, Z8 W) a# k9 h0 J& ]Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
( O+ B9 ~3 H* T% v5 F! k7 x& {* J$ vAmount: $150,000,000 (6,000,000 shares)." ]3 z7 N4 W) b, s% H3 B' W! \0 j
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
% F8 v( @' l6 u5 d% pPrincipal Characteristics of the Preferred Shares Series 18
( ^( {2 Z- f, w" R6 P" y9 cDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
5 s( e3 H: }7 P) l6 n; h( mnon-cumulative preferential cash dividends, as and when declared by the) T, Q) K0 W1 s/ N2 J8 n
Board of Directors, subject to the provisions of the Bank Act, for the initial
1 ^7 j( L' \* H8 `* w& ?7 `period commencing on the closing date and ending on and including1 q5 ], Z* A. F
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the1 `2 [3 V4 M5 f2 J7 ]8 e- C0 S
25th day of February, May, August and November in each year, at a rate
9 B7 N% L( q* {. r4 ~$ uequal to $0.40625 per share. The initial dividend, if declared, will be payable7 ?& F. r: i1 W6 h2 a# w; s
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
' J( u0 t. `: f6 E+ A4 h$ _1 K. W1 Gdate of December 11, 2008.
4 v* @- x$ Y# {* F4 a4 q* e9 cFor each five-year period after the Initial Fixed Rate Period (each, a
0 |8 t/ t% n! n- q4 R- J1 x3 b‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
: u2 ?" n7 k+ _. {& w; {Series 18 will be entitled to receive fixed non-cumulative preferential cash# s6 `) N1 h& x0 C
dividends, as and when declared by the Board of Directors, subject to the
$ x) t5 Q0 _ K- R8 Tprovisions of the Bank Act, payable quarterly on the 25th day of February,: m/ {5 K8 T( [+ _; T
May, August and November in each year, in the amount per share per annum
+ |# F6 ~8 K; ]9 idetermined by multiplying the Annual Fixed Dividend Rate applicable to/ o: Y j7 R+ v& ?/ m
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend: |3 g- q6 P0 }( D
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
, e# @$ j' I2 i6 e6 Q$ q2 TBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day9 U! j A- N$ q7 l: T9 \
of such Subsequent Fixed Rate Period and will be equal to the sum of the
% W# y" c1 C3 r8 |9 ]' \: X3 vGovernment of Canada Yield on the applicable Fixed Rate Calculation Date7 L" Z5 n' G* t ^- [' f6 T
plus 3.83%.
. E8 n# X# Z+ p$ W0 t/ fIf the Board of Directors does not declare a dividend, or any part thereof, on+ _" J' @ D0 r1 Z, T
the Preferred Shares Series 18 on or before the dividend payment date for a
; n9 U$ Q: e& D: I6 f) V' oparticular quarter, then the entitlement of the holders of the Preferred6 m* |; {% B1 P8 D% g; p3 j( i
Shares Series 18 to receive such dividend, or to any part thereof, for such* _0 r( [' c* S% N) ]0 U+ n
quarter will be forever extinguished.) G, M5 @0 c2 e1 H+ M
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
, R; I) X0 A0 {) O6 \Superintendent and to the provisions described below under ‘‘Details of the
8 `$ A* ~8 B9 tOffering — Certain Provisions of the Preferred Shares Series 18 as a- ^1 x1 H* b) Q9 x
Series — Restrictions on Dividends and Retirement of Shares’’, on
# X- z8 _5 T; t0 F( A+ L2 lFebruary 25, 2014 and on February 25 every five years thereafter, on not
& l/ b. Q6 b1 amore than 60 nor less than 30 days’ notice, the Bank may redeem all or any: o, g3 T, o: q2 Q$ U
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
. A# q N0 ~2 \5 |+ V1 Q$ R, ywithout the consent of the holder, by the payment of an amount in cash for
. ^2 d( p3 Z6 }) p- {each such share so redeemed of $25.00 together with all declared and unpaid- _. N7 E# M1 h/ \1 ?
dividends to the date fixed for redemption.
6 I1 W5 u$ E; w% CConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
d2 Q! o4 ~' A8 J6 ^Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have0 y' e) V7 |/ {# \5 Q4 u
the right, at their option, to convert, on February 25, 2014 and on
0 G2 o, N- C5 I. k% B' KS-4
' Q7 g6 A5 F; f4 S6 ^" c: _, gFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any* Y, X4 @4 M% f; @" B6 p
or all of their Preferred Shares Series 18 into an equal number of Preferred
3 O; c+ p7 |& [( HShares Series 19 upon giving to the Bank notice thereof not earlier than: ~( i8 F. I2 L0 t
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day; u) T& H" y1 d/ B. W# r
preceding, a Series 18 Conversion Date.# X( a+ d. W, h7 v. r; H/ H4 x# d
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
% G+ t+ a2 g) C9 V' JProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares8 @& U7 b7 P8 B( \- U2 `" l
Series 19, as the case may be, that there would be outstanding on such( m# X0 t' O. r. [
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
5 y7 ?" J1 S2 N4 `. g+ ysuch remaining number of Preferred Shares Series 18 will automatically be
& z6 V- y7 @5 N. m& d$ i" O+ Mconverted on such Series 18 Conversion Date into an equal number of
8 f: ^2 @1 J5 d4 n* JPreferred Shares Series 19. Additionally, if the Bank determines that, after
5 `3 M. n) D1 a, h) {8 H" Rconversion, there would be outstanding on such Series 18 Conversion Date3 M J* G% U2 y8 O+ X5 m
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
+ o" d: x+ K. e' PSeries 18 will be converted into Preferred Shares Series 19.
o! H1 R. H% R/ {* \) @0 z) K" [Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
* U9 @8 j( D6 sSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
9 r3 p$ S! j% E7 Yany meeting of the shareholders of the Bank unless and until the first time at! W9 R5 P K3 M$ v4 J& a+ U$ K
which the Board of Directors has not declared the whole dividend on the7 {: e, f$ a' D2 U0 V8 Q: P0 M2 L
Preferred Shares Series 18 in any quarter. In that event, subject as
$ E/ ]" j: ^; F& Rhereinafter provided, the holders of Preferred Shares Series 18 will be
: v! w8 I' t8 T' b$ W. a! A: [$ Uentitled to receive notice of, and to attend, meetings of shareholders at which& ^9 B$ b& Y2 |- {
directors of the Bank are to be elected and will be entitled to one vote for
/ J2 f9 p3 Z8 { zeach Preferred Share Series 18 held. The voting rights of the holders of the
3 O' {/ a4 x* E& [" n( BPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
$ T3 B4 B: L2 x2 q* t, u$ Ithe first dividend on the Preferred Shares Series 18 to which the holders are1 @7 D: N; [4 Y3 h# _* K% T
entitled thereunder subsequent to the time such voting rights first arose until( e7 Z' d2 Z% v$ K3 M
such time as the Bank may again fail to declare the whole dividend on the# Z% P( i/ i. S% @6 [
Preferred Shares Series 18 in respect of any quarter, in which event such! }9 i( w z" y1 X/ P( L2 V
voting rights will become effective again and so on from time to time.
' X' s* o% m5 h3 EPrincipal Characteristics of the Preferred Shares Series 19
* ~ c! M9 m9 o3 m% I! KDividends: The holders of the Preferred Shares Series 19 will be entitled to receive' B' A- I0 ?0 L, ?
floating rate non-cumulative preferential cash dividends, as and when9 y, R+ K0 @) k; H: E1 N: v, e
declared by the Board of Directors, subject to the provisions of the Bank Act,7 ?4 n" n6 Y" P! _
payable quarterly on the 25th day of February, May, August and November
% c9 Y( d. |5 m, w+ z3 cin each year, in the amount per share determined by multiplying the
& P, T; K; I7 c& Z# v# gapplicable Quarterly Floating Dividend Rate by $25.00.$ P6 v0 n: j, D8 @
On the 30th day prior to the commencement of the initial quarterly dividend) J2 s; m- K, `6 r- z
period beginning on February 25, 2014, and on the 30th day prior to the first" D+ o- N# M+ s" T' c" N4 D
day of each subsequent quarterly dividend period (the initial quarterly, P8 }4 i ^6 g- m6 [
dividend period and each subsequent quarterly dividend period is referred to
: B8 {% O$ X; L2 ^as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the( D- L) `, D$ q1 L! o
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
0 y. c* B& S1 S. ^5 }, Q- X6 L! ^0 LPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
! ^/ f, Z& O H- b- h% g$ T) NT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days' ~% x: A& r( u, `3 G% Z
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
( {+ s- Z! }( ?! l4 ~5 g, gdetermined on the 30th day prior to the first day of the applicable Quarterly
/ Z$ D/ m) P# M0 {$ L& n, oFloating Rate Period.; Y% k* u/ p3 p% l; M
S-5# r7 _' k6 Q% k* }! Z
If the Board of Directors does not declare a dividend, or any part thereof, on( N& k8 M( L' V/ H; E' D5 \
the Preferred Shares Series 19 on or before the dividend payment date for a
& |0 J" ?7 N" M0 N" |* U8 G9 tparticular quarter, then the entitlement of the holders of the Preferred
+ N5 G `+ n" R" c& h( R% eShares Series 19 to receive such dividend, or to any part thereof, for such
; d' m- ~- [$ B$ _ d4 [quarter will be forever extinguished.
3 v: L w# W0 Y0 F/ {, URedemption: Subject to the provisions of the Bank Act and to the prior consent of the* C5 Y0 b+ K; p: ^
Superintendent and to the provisions described below under the heading
, i" N5 V6 {" o1 i3 i' M: p‘‘Details of the Offering — Certain Provisions of the Preferred Shares
$ ?4 ~$ Q7 O! `7 O' i mSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
4 T( c& ]- W! ^1 f, Uon not more than 60 nor less than 30 days’ notice, the Bank may redeem all7 t' e1 Y2 o- H; Z# f5 ?/ C; J
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
) m5 L& x3 `+ e" t# O/ V( Goption without the consent of the holder, by the payment of an amount in
1 ?9 b! v( O# C' C! O8 Lcash for each such share so redeemed of (i) $25.00 together with all declared
' U8 g4 |. ^; E* J" gand unpaid dividends to the date fixed for redemption in the case of
& H8 K' i6 b5 Zredemptions on February 25, 2019 and on February 25 every five years0 r) ?8 A2 Q& V: p1 f
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
: i! b0 r1 y6 Wthe date fixed for redemption in the case of redemptions on any other date
# x( i! f$ u" L( _0 E2 i; won or after February 25, 2014.
/ F4 x( G0 t+ n" ~; WConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
' A. C& x1 U8 L" |( uShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
6 ?7 M* X/ K5 i$ R/ w- q- s% o# uthe right, at their option, to convert, on February 25, 2019 and on
% Y; f5 F3 l2 j. D0 xFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
2 H* g7 e `/ Y; e( Bor all of their Preferred Shares Series 19 into an equal number of Preferred
5 q! K. G9 C- f! C$ D; |" P p7 NShares Series 18 upon giving to the Bank written notice thereof not earlier: ^7 t3 X! m ~: [( d
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the; r+ Z [ W* z7 Y/ N: P3 Z+ r
15th day preceding, a Series 19 Conversion Date.2 e( c# v9 ^/ j* _2 ]' q
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
$ x2 R! Z0 T0 ?$ p: r- kProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
}" _) u$ N/ H; ?2 jSeries 18, as the case may be, that there would be outstanding on such
) \+ Q- K, ~5 C* W8 a. m+ NSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
# ?7 L4 E: }3 d) [. Esuch remaining number of Preferred Shares Series 19 will automatically be/ y. V# T" N$ I' X* i5 l
converted on such Series 19 Conversion Date into an equal number of) j$ ^& {3 S. B1 I/ i. D
Preferred Shares Series 18. Additionally, if the Bank determines that, after
5 R) [% p% Z# x& Y9 T. Sconversion, there would be outstanding on such Series 19 Conversion Date
- |4 P0 t2 A9 t7 ^7 Pless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
( g" ~ J6 D, r( YSeries 19 will be converted into Preferred Shares Series 18.
( T4 W" Z. X3 c7 o$ PVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares0 q1 b0 } u/ B$ G3 X
Series 19 will not be entitled as such to receive notice of, attend, or vote at,7 P3 {; Z8 p( x$ o- f
any meeting of the shareholders of the Bank unless and until the first time at( K" a0 _4 s) ]9 U8 h, s
which the Board of Directors has not declared the whole dividend on the% k: D+ E4 t, t
Preferred Shares Series 19 in any quarter. In that event, subject as
' d! k4 Y: l- s; m% Fhereinafter provided, the holders of Preferred Shares Series 19 will be7 L! N+ E- a. V a& L: R
entitled to receive notice of, and to attend, meetings of shareholders at which8 \( I0 g1 S! y8 ?
directors of the Bank are to be elected and will be entitled to one vote for
9 x3 W" o- j" H" X2 Feach Preferred Share Series 19 held. The voting rights of the holders of the
7 l3 r# n# N; ^- Z3 m) s5 wPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
% |) E' l g# ythe first dividend on the Preferred Shares Series 19 to which the holders are
2 A* \/ X3 h2 F% N# {. mentitled thereunder subsequent to the time such voting rights first arose until
5 a; h- ~5 @% s @such time as the Bank may again fail to declare the whole dividend on the U3 R7 Q1 J" Y1 m/ f1 H/ A( D; H
Preferred Shares Series 19 in respect of any quarter, in which event such$ E1 B* x. W& ?
voting rights will become effective again and so on from time to time.% d* R% w+ x; w! p3 }5 |7 N
S-6& J3 p1 J" g ~+ S
Priority: The preferred shares of each series of the Bank will rank on a parity with
6 M' O2 t" M2 S; _4 U; K$ z7 jevery other series and are entitled to preference over the common shares of# ]. m) u7 c! Y( }
the Bank and over any other shares of the Bank ranking junior to the9 @* A: F: S3 Q* [1 @0 C
preferred shares with respect to the payment of dividends and upon any
4 H! v* B. j. @* Fdistribution of assets in the event of the liquidation, dissolution or& @/ C# F* ?! ~% D
winding-up of the Bank.
( s3 L; ?3 h, b' KTax on Preferred Share The Bank will elect, in the manner and within the time provided under
8 N' v3 \! ~/ i E( m3 TDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares" ?/ e; F, w& d* D
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
6 k' T/ F j7 U, Wdividends received on such shares under Part IV.1 of such Act. |
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