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发表于 2008-11-29 16:58
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下面是BMO的:
6 w- H$ p4 `1 h: l& D4 ~SUMMARY OF THE OFFERING
, E* u8 Q5 W* `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’’." U5 W/ V) Y& O7 D G4 L
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
, e( T" G0 c6 Q3 X+ YAmount: $150,000,000 (6,000,000 shares)., k( P3 ]$ S1 P5 J% m4 R
Price and Yield: $25.00 per share to yield initially 6.50% per annum.2 a2 |- {0 k) T; ]. \& A
Principal Characteristics of the Preferred Shares Series 18& P9 ]# k" W( e$ \4 q
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed& J1 }$ z& V* m
non-cumulative preferential cash dividends, as and when declared by the
d0 \7 N. b9 SBoard of Directors, subject to the provisions of the Bank Act, for the initial
4 e- Y! q8 z' Z4 I8 Y& J/ jperiod commencing on the closing date and ending on and including
9 A y4 R: l9 l) aFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the; }% z- }# N- U' O! \
25th day of February, May, August and November in each year, at a rate& N' L. t; @. g+ W! I- M) e+ ^
equal to $0.40625 per share. The initial dividend, if declared, will be payable
3 u" o5 U1 E9 I* |: C& IMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing; D, J& A& o$ e% A1 Z0 ?& V: A
date of December 11, 2008.9 @) B7 F3 U' G7 F2 y7 y
For each five-year period after the Initial Fixed Rate Period (each, a
! } P3 h) h T d‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
# G+ `0 w! V% f. `: Y( {/ `0 |/ VSeries 18 will be entitled to receive fixed non-cumulative preferential cash
8 |2 ?! w, N1 c( s& \* ddividends, as and when declared by the Board of Directors, subject to the
: J3 ^/ N9 a, x2 H* s Eprovisions of the Bank Act, payable quarterly on the 25th day of February,2 x5 O( E# y' u: C
May, August and November in each year, in the amount per share per annum0 ?4 B) d1 Z$ b* X# ^" o
determined by multiplying the Annual Fixed Dividend Rate applicable to) u" `2 h4 t6 w
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
8 D5 A8 U2 d _7 F/ yRate for the ensuing Subsequent Fixed Rate Period will be determined by the
9 _/ M2 ^/ S# x) S; jBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
: C, a6 L. A: m, Mof such Subsequent Fixed Rate Period and will be equal to the sum of the
6 h, U# G# m0 ~8 h+ E* n4 P0 tGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
6 c* g* A6 v8 v/ A; Cplus 3.83%.
$ M# z) Y8 z; f2 ]If the Board of Directors does not declare a dividend, or any part thereof, on
) D4 f: I" N1 F: {; m6 Y/ rthe Preferred Shares Series 18 on or before the dividend payment date for a
- Q9 X* N# {5 Z! P3 F+ gparticular quarter, then the entitlement of the holders of the Preferred
7 W3 Y# P( I; r( b0 [8 eShares Series 18 to receive such dividend, or to any part thereof, for such
5 ^' @" ^6 Q9 F% P; bquarter will be forever extinguished.
; D/ F* [' Z( R) R1 J. M9 URedemption: Subject to the provisions of the Bank Act and to the prior consent of the- C* y* L! p! P A, s
Superintendent and to the provisions described below under ‘‘Details of the7 o- ?% X0 K5 k1 F7 {3 ?; c' G
Offering — Certain Provisions of the Preferred Shares Series 18 as a
/ z; F& K) Q4 y% SSeries — Restrictions on Dividends and Retirement of Shares’’, on5 y, Q: C Y5 q( F. _. W |
February 25, 2014 and on February 25 every five years thereafter, on not) \% S# }& e1 C& t* V2 D* Y
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any, r6 ~# r& x0 m; A
part of the then outstanding Preferred Shares Series 18, at the Bank’s option! b$ O3 S7 r7 p# y3 L4 A/ H; R
without the consent of the holder, by the payment of an amount in cash for
: j% p$ C" O" Xeach such share so redeemed of $25.00 together with all declared and unpaid
' h2 y/ N8 c' Y: V1 T E" _4 vdividends to the date fixed for redemption.
. n. T; S% I$ N. z/ N( V iConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic3 ?+ g7 }1 x8 X9 `' \
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have( d# T3 v4 I! O: _! H
the right, at their option, to convert, on February 25, 2014 and on7 ~' t6 f: d6 }: `: u" @
S-4# V; G7 i' [ w- v
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any7 O) T" z4 H% Y9 l2 B
or all of their Preferred Shares Series 18 into an equal number of Preferred/ R u; H1 j0 n! t! r) U
Shares Series 19 upon giving to the Bank notice thereof not earlier than5 N1 ]" X2 |1 |2 V# K& ]
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day8 Z" X& P7 b; d, j) _. L( h* R6 T
preceding, a Series 18 Conversion Date.
M( _' l8 k1 \1 \6 D. aAutomatic Conversion If the Bank determines, after having taken into account all shares tendered7 z& {; }4 Y/ L1 B
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares7 z, T- g& p6 z. y5 h! y
Series 19, as the case may be, that there would be outstanding on such+ p3 f1 ]. j& b9 n7 U9 u$ Q# S
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
; q6 _9 ~* y0 ^( ] B6 I& y* h% Usuch remaining number of Preferred Shares Series 18 will automatically be) G" `# E$ n, d" V/ m
converted on such Series 18 Conversion Date into an equal number of' B: m; O' P6 H; y+ D- w% H' U
Preferred Shares Series 19. Additionally, if the Bank determines that, after
U, ^/ c3 L) G' _. v; aconversion, there would be outstanding on such Series 18 Conversion Date
) N/ ~+ c$ ] q M+ {! @less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
, B0 o) ~' Q/ s: D# rSeries 18 will be converted into Preferred Shares Series 19.
+ I% h- q; }4 s! _, Y9 ?- EVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares" Y2 L1 D" w- p% u
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
+ l5 q V Z0 }) d Iany meeting of the shareholders of the Bank unless and until the first time at9 {4 s- Q8 _( k# C( K( C3 m
which the Board of Directors has not declared the whole dividend on the
1 K5 x/ N' `1 P& IPreferred Shares Series 18 in any quarter. In that event, subject as
* }1 Q8 \( Q: q4 L+ E, u- N' q: Thereinafter provided, the holders of Preferred Shares Series 18 will be2 \0 ] R' _, L' t
entitled to receive notice of, and to attend, meetings of shareholders at which4 z3 Y" G, P+ u* n6 r2 f7 [7 _
directors of the Bank are to be elected and will be entitled to one vote for
6 y0 X+ d3 G6 ~9 E+ _+ seach Preferred Share Series 18 held. The voting rights of the holders of the0 B5 z* t) M" B6 R3 \1 C* ?
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of$ ]1 Q' l2 ?4 v- I6 [
the first dividend on the Preferred Shares Series 18 to which the holders are
+ O) x; j- C2 |8 tentitled thereunder subsequent to the time such voting rights first arose until- v) e- K/ ? a& g: R1 @
such time as the Bank may again fail to declare the whole dividend on the
o5 c3 x) p& p* oPreferred Shares Series 18 in respect of any quarter, in which event such
0 Y2 V, u3 d% E( Qvoting rights will become effective again and so on from time to time.% V6 a6 o2 h% {% t+ m) L0 H4 n% ]
Principal Characteristics of the Preferred Shares Series 19/ o# Z! f% V& {
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive/ M' ^8 e8 \) L$ ^0 i
floating rate non-cumulative preferential cash dividends, as and when& U6 ^( A9 f6 n+ N/ S
declared by the Board of Directors, subject to the provisions of the Bank Act,( b) h3 x. l H) D/ V
payable quarterly on the 25th day of February, May, August and November
$ H' Y9 e4 I9 F! \( Fin each year, in the amount per share determined by multiplying the4 V" j( J, u# c$ }# A4 G. r5 b
applicable Quarterly Floating Dividend Rate by $25.00.! i& r+ L3 b$ s" f9 F A+ `0 E6 f' I
On the 30th day prior to the commencement of the initial quarterly dividend
. m' Y& E8 I4 Q# |+ bperiod beginning on February 25, 2014, and on the 30th day prior to the first
; W( a! |& _- c2 V2 c0 }day of each subsequent quarterly dividend period (the initial quarterly/ ]* {8 b' T$ z- P: H K
dividend period and each subsequent quarterly dividend period is referred to
- `: ?& I1 L6 U% H* C6 w2 _as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the4 h# _. [: G/ E2 V0 O9 q4 g# ?
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate& I5 b' W9 _2 N/ n, w0 A+ q! s
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the) K8 k$ W V' J; [9 h5 z
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
y6 T6 Z4 c" N/ y: \9 I4 D" velapsed in the applicable Quarterly Floating Rate Period divided by 365) A0 v$ C6 E; [) h% j* k% G* T1 ?
determined on the 30th day prior to the first day of the applicable Quarterly
# |; b, D1 u. qFloating Rate Period.
8 D* A2 v5 C+ C- `- tS-5
. j0 R9 A. g: G' z! k8 p& KIf the Board of Directors does not declare a dividend, or any part thereof, on
0 ]5 j7 i5 K( ~0 h% e9 |8 Y$ Z5 M" ethe Preferred Shares Series 19 on or before the dividend payment date for a
# m, t: U$ H: q8 R, ~. wparticular quarter, then the entitlement of the holders of the Preferred; n% P( m1 J' s! S
Shares Series 19 to receive such dividend, or to any part thereof, for such
* ?' s& A* @1 [- J( l3 b; _3 qquarter will be forever extinguished.
) ^$ A+ U6 j; P1 f( b( uRedemption: Subject to the provisions of the Bank Act and to the prior consent of the5 y$ X5 m4 D, L7 L( d
Superintendent and to the provisions described below under the heading
. r! v$ E9 g8 k0 E0 W0 a( n% N‘‘Details of the Offering — Certain Provisions of the Preferred Shares
& ^% O$ d: c: r. i4 N5 gSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
$ v2 i! c$ |2 zon not more than 60 nor less than 30 days’ notice, the Bank may redeem all1 [5 F% ^( `5 l' @, x8 k
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s- F. b, a! d0 ?- h$ h
option without the consent of the holder, by the payment of an amount in" }3 f2 k* y! l& @0 ?" o$ S( i, G
cash for each such share so redeemed of (i) $25.00 together with all declared
, \: {% @/ q+ e9 I+ Sand unpaid dividends to the date fixed for redemption in the case of' d; B- c. a* ]& }
redemptions on February 25, 2019 and on February 25 every five years
" p# z9 B2 [: H2 `# b% B; U& p& I. @thereafter, or (ii) $25.50 together with all declared and unpaid dividends to* I! U6 i' c8 X; ?2 I+ s
the date fixed for redemption in the case of redemptions on any other date# U2 k+ _+ M& ?( v
on or after February 25, 2014.
/ c4 Y* L7 W2 g' g; uConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
& o3 C6 F/ ?" l- DShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have4 a7 i. d+ ~7 S& w+ b6 V
the right, at their option, to convert, on February 25, 2019 and on1 T) t3 L0 `7 ^6 H, @0 Z
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
! e0 u# e9 L$ g. o; I: z% R8 e, qor all of their Preferred Shares Series 19 into an equal number of Preferred! G0 S; C9 D- e6 r
Shares Series 18 upon giving to the Bank written notice thereof not earlier
8 Q; v c8 k9 _# Wthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the7 a9 y1 R5 R5 f+ p' f9 O9 O j- a k
15th day preceding, a Series 19 Conversion Date.% {( m5 G1 N7 V
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
6 Q5 y4 l* Z+ n. t. V6 uProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
/ p- W- B2 t$ k8 s: n: BSeries 18, as the case may be, that there would be outstanding on such
$ ^' \& [- V" \3 O. Q% C( a+ ?+ y) KSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
. I4 z! }$ `( x+ r5 N9 usuch remaining number of Preferred Shares Series 19 will automatically be
( a0 \- e7 C/ s; Z/ }converted on such Series 19 Conversion Date into an equal number of0 s* x( [* x. K' g8 A+ | g, j; a B
Preferred Shares Series 18. Additionally, if the Bank determines that, after* a% M% Q8 w% F$ t4 d
conversion, there would be outstanding on such Series 19 Conversion Date4 A F0 p7 x* K' ~# v8 z Q
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares" ]' a, e# s1 N: m ^ U4 Y) z c
Series 19 will be converted into Preferred Shares Series 18.
( Y+ z3 r# z. \( c3 }2 eVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
$ H8 k( p9 _6 h+ O& d+ pSeries 19 will not be entitled as such to receive notice of, attend, or vote at,6 j1 \! h$ l% C$ S; Q: h
any meeting of the shareholders of the Bank unless and until the first time at
# s r+ I7 k; G; Q+ l, Xwhich the Board of Directors has not declared the whole dividend on the" t+ X9 g1 ?) [& V C+ r5 h
Preferred Shares Series 19 in any quarter. In that event, subject as I3 b) W. _' T, F
hereinafter provided, the holders of Preferred Shares Series 19 will be
7 W4 I5 J* Y- B6 y+ x: j" C7 yentitled to receive notice of, and to attend, meetings of shareholders at which0 u+ g$ P7 l& U3 e8 T, ]" a. K9 `
directors of the Bank are to be elected and will be entitled to one vote for9 `) C7 X* J H' H' \9 X
each Preferred Share Series 19 held. The voting rights of the holders of the
6 I: d) X1 ~5 c7 PPreferred Shares Series 19 will forthwith cease upon payment by the Bank of9 S+ M; ^, K5 D( d0 Y8 k3 G! p" U4 |
the first dividend on the Preferred Shares Series 19 to which the holders are
& f& u- T n% ?$ D* pentitled thereunder subsequent to the time such voting rights first arose until# Y1 Y. w& ]% s! m( {
such time as the Bank may again fail to declare the whole dividend on the" R, ^* n6 @1 n
Preferred Shares Series 19 in respect of any quarter, in which event such2 V* W7 x( M9 c, `6 y; e2 I
voting rights will become effective again and so on from time to time.. M& e- s1 f; ?
S-6' D& U) ^9 A5 _6 P# m2 a
Priority: The preferred shares of each series of the Bank will rank on a parity with
( s. v9 _' p9 k+ M# mevery other series and are entitled to preference over the common shares of
( K! F5 f ?; t, Y; v4 d+ ithe Bank and over any other shares of the Bank ranking junior to the2 m- x" V0 Q" a2 t% A4 H
preferred shares with respect to the payment of dividends and upon any: D8 V I( J; Z
distribution of assets in the event of the liquidation, dissolution or) T S& v& {' s9 j* o; Q
winding-up of the Bank.) i4 O% Z- @* X0 p, @
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under! ?! |, a5 b( [' u( |
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
& p7 l0 [, X) ]; s- e0 rSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
; o @) A, v; L0 R7 sdividends received on such shares under Part IV.1 of such Act. |
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