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发表于 2008-11-29 16:58
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下面是BMO的:7 Z; b% \% z; i9 V8 i
SUMMARY OF THE OFFERING: g% X$ F0 k/ n9 p
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’’.. F x& G! D7 y( y9 ~: i
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
: W8 \+ ?- t/ K+ J! }/ W: x* YAmount: $150,000,000 (6,000,000 shares).5 W4 T% ]: a8 a( H/ m4 ~& w
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
9 W! j0 o4 B H+ Q! rPrincipal Characteristics of the Preferred Shares Series 18
- v1 h( k& H* Q. @" j. Y1 E# pDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
5 d8 E! }+ ?: S8 r( u0 m# w. fnon-cumulative preferential cash dividends, as and when declared by the
- x& G4 b% o# M4 |9 u3 {9 ?6 DBoard of Directors, subject to the provisions of the Bank Act, for the initial, t- h c1 A% a# M
period commencing on the closing date and ending on and including' y$ f( b8 C7 U; L
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
: b- {: s6 U" \9 Y3 S M! o. ^25th day of February, May, August and November in each year, at a rate: \0 G! _9 B! h
equal to $0.40625 per share. The initial dividend, if declared, will be payable
, R9 F; B9 X: y. @: o3 B% EMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing T% i6 r L, ]5 H5 o
date of December 11, 2008.& F6 V2 @" y/ v: V
For each five-year period after the Initial Fixed Rate Period (each, a' b o9 ?) U( x3 a5 }7 R. l Y0 c
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares6 o; j B+ N) e9 a X, H5 d
Series 18 will be entitled to receive fixed non-cumulative preferential cash
) d9 h( f) t0 l- G7 M2 H8 ]9 odividends, as and when declared by the Board of Directors, subject to the
+ v6 s2 O3 V+ F8 g7 Hprovisions of the Bank Act, payable quarterly on the 25th day of February,3 r, A' T: c; Q* x1 U& T
May, August and November in each year, in the amount per share per annum% l/ I& u A2 B" ?1 z
determined by multiplying the Annual Fixed Dividend Rate applicable to s9 N, \' F8 P' M9 [
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
) H J, S9 n" ARate for the ensuing Subsequent Fixed Rate Period will be determined by the
7 ~0 \2 \, g' v2 p. N2 S! XBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day, j2 X* I' a& D
of such Subsequent Fixed Rate Period and will be equal to the sum of the5 F& V2 r( i3 ^1 o" k) I
Government of Canada Yield on the applicable Fixed Rate Calculation Date
+ D, c8 e% I: M splus 3.83%.
# u6 Y; ~4 D' g- y2 oIf the Board of Directors does not declare a dividend, or any part thereof, on. @" e/ _7 E% w
the Preferred Shares Series 18 on or before the dividend payment date for a
/ @1 g' k+ G; p8 qparticular quarter, then the entitlement of the holders of the Preferred* M9 U# I1 i- A5 w) e3 `3 W# f' ^5 B0 V
Shares Series 18 to receive such dividend, or to any part thereof, for such. g' u, A ~$ J3 _
quarter will be forever extinguished.. Q; G) C/ g: k- P6 E2 a
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the$ ?) U1 G* o$ g3 e4 {! v! V. g2 y
Superintendent and to the provisions described below under ‘‘Details of the
8 L1 U& H' L) }Offering — Certain Provisions of the Preferred Shares Series 18 as a
* d# O: x+ f6 t8 }+ q: ISeries — Restrictions on Dividends and Retirement of Shares’’, on5 _; X q9 q" Q$ D7 c7 I+ K
February 25, 2014 and on February 25 every five years thereafter, on not% O9 e- [0 H% P: a) q1 \2 ~$ o
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any% w" ?# ]" W; h. a& O
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
2 O7 @4 f# @; Gwithout the consent of the holder, by the payment of an amount in cash for" ^- W1 {% P& V% G3 S
each such share so redeemed of $25.00 together with all declared and unpaid( l' n7 P+ f- v
dividends to the date fixed for redemption.) i4 k* w4 ?- d% Q% c& }8 v3 J+ v
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic1 S. q4 @" f& H
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
' s- P3 }# c; M& M- \the right, at their option, to convert, on February 25, 2014 and on# g1 G3 z0 y0 k1 V/ d
S-4! d/ X* j; o, Q" s
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any% y* n. B& h9 b9 E
or all of their Preferred Shares Series 18 into an equal number of Preferred9 G' a3 B, W# B& k
Shares Series 19 upon giving to the Bank notice thereof not earlier than
9 t# Z r5 s5 K/ u# O* u30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
[# n. s* {* Apreceding, a Series 18 Conversion Date.
- D% H7 F8 Y2 _1 v0 bAutomatic Conversion If the Bank determines, after having taken into account all shares tendered2 s) Q! s! Q6 v8 g: C% ]* ]4 f
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
9 K* ]% _% I! eSeries 19, as the case may be, that there would be outstanding on such3 c: o! f8 V" }
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
! d, B) I/ Q$ z9 q# h# ]such remaining number of Preferred Shares Series 18 will automatically be
* n6 W- F4 L4 V Sconverted on such Series 18 Conversion Date into an equal number of* S' \. a! F* p. _
Preferred Shares Series 19. Additionally, if the Bank determines that, after
0 i* A% b8 q0 r E1 [conversion, there would be outstanding on such Series 18 Conversion Date( X& X& R% p, L, w E6 g% X b
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares$ j8 J6 R: b8 m' \. s* K2 w) }
Series 18 will be converted into Preferred Shares Series 19.: ]* {0 r0 C N
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares9 s% m2 Q/ Q7 o' |
Series 18 will not be entitled as such to receive notice of, attend, or vote at,* b# T9 y. T6 {: c, l
any meeting of the shareholders of the Bank unless and until the first time at+ f7 Z" p2 m2 q$ k. W0 {, Y
which the Board of Directors has not declared the whole dividend on the
+ {1 X# K- M2 S8 c; Z4 vPreferred Shares Series 18 in any quarter. In that event, subject as+ H/ a0 X$ c$ }8 q! ]6 B, `% }
hereinafter provided, the holders of Preferred Shares Series 18 will be
* X& R7 m% h9 g& B& ]entitled to receive notice of, and to attend, meetings of shareholders at which( O5 w9 O! P* n
directors of the Bank are to be elected and will be entitled to one vote for
s" U w, R% C4 k% C V" Neach Preferred Share Series 18 held. The voting rights of the holders of the
9 k( F6 K1 }1 g# L4 a. t' M4 vPreferred Shares Series 18 will forthwith cease upon payment by the Bank of9 H1 m% w! _1 J0 T$ |! [9 Q
the first dividend on the Preferred Shares Series 18 to which the holders are& ~0 v& c% G' t5 e/ Q( t
entitled thereunder subsequent to the time such voting rights first arose until
* ~/ a& J. k8 f& r$ i8 csuch time as the Bank may again fail to declare the whole dividend on the7 r' Y" @3 D+ q1 K% `. n v) R( P, X
Preferred Shares Series 18 in respect of any quarter, in which event such
" f5 ~6 q2 A/ \# W/ U) M& E+ Vvoting rights will become effective again and so on from time to time.! h9 \" u! q& v
Principal Characteristics of the Preferred Shares Series 19
& l: Q. W4 C4 \) YDividends: The holders of the Preferred Shares Series 19 will be entitled to receive1 o" V; i/ y5 \
floating rate non-cumulative preferential cash dividends, as and when, e. ]. ~9 a" O
declared by the Board of Directors, subject to the provisions of the Bank Act,
" ]% u C/ D* @, _ |* z4 H) apayable quarterly on the 25th day of February, May, August and November
, P* k7 C+ S! h7 s }' Oin each year, in the amount per share determined by multiplying the; Q: F* T. @) l5 x: ^) \
applicable Quarterly Floating Dividend Rate by $25.00.( b/ ^8 H) x8 e3 F/ w, e+ _( @
On the 30th day prior to the commencement of the initial quarterly dividend% v: l9 I" [4 M8 J- E5 U
period beginning on February 25, 2014, and on the 30th day prior to the first7 P$ d: d$ ?0 Q2 ]/ X( H
day of each subsequent quarterly dividend period (the initial quarterly
0 a7 `2 w* x9 U* O# T) n; Ddividend period and each subsequent quarterly dividend period is referred to& P" @3 K4 x9 B
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the$ M+ h/ I5 l6 s8 ^% g w
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
9 d+ _1 i& I7 O5 q# p! I' Q; g9 DPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
/ E+ ]7 n( `6 K X. G2 r$ ~+ IT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days! z/ \$ S4 c8 T/ I' _) U
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
; Y8 e( R7 G) b% J5 s+ l$ Ydetermined on the 30th day prior to the first day of the applicable Quarterly: A& k6 z# H* ?; t! q1 F. F
Floating Rate Period.3 e, e! Q0 o9 V
S-5
P. }2 c/ B+ ]5 B8 ?, JIf the Board of Directors does not declare a dividend, or any part thereof, on
+ b, d ]: `/ B# r1 vthe Preferred Shares Series 19 on or before the dividend payment date for a1 d0 s/ {! c4 J6 f1 V* \1 H
particular quarter, then the entitlement of the holders of the Preferred
' H* m& R4 P: Q* |Shares Series 19 to receive such dividend, or to any part thereof, for such1 |# j0 n6 ^) P4 {1 ~) z: g
quarter will be forever extinguished.! _# S( y/ G/ K; Y) h
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
! R m2 e. _, L' zSuperintendent and to the provisions described below under the heading% e2 o/ u4 [4 ~5 J
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
! F: V# n2 }1 h- lSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
2 d W) _0 B+ S% q3 H, e; }on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
; z/ j. g! E; M1 A0 xor any part of the then outstanding Preferred Shares Series 19, at the Bank’s5 Y9 Z5 Y* U; o! j9 p. `. M- e
option without the consent of the holder, by the payment of an amount in" N. b* l8 q1 c) q+ v: m& E
cash for each such share so redeemed of (i) $25.00 together with all declared* P/ s. N) t1 @2 w; s% }
and unpaid dividends to the date fixed for redemption in the case of3 ?( q; @- O7 N6 b
redemptions on February 25, 2019 and on February 25 every five years
+ F7 @8 R$ x: d% o4 Cthereafter, or (ii) $25.50 together with all declared and unpaid dividends to; T5 F4 ^4 x( {2 W L3 r q
the date fixed for redemption in the case of redemptions on any other date
" _0 t( K$ Q/ _ ]$ D: Con or after February 25, 2014. e, W8 |/ w3 W E9 Z
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic6 d u$ j5 \" D; N" m5 @* S! R
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
' E3 ]4 f! |# athe right, at their option, to convert, on February 25, 2019 and on
7 L$ q, y, u! N* _$ n; dFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any2 l1 y8 f% x9 J$ i
or all of their Preferred Shares Series 19 into an equal number of Preferred
' R9 P& ~2 H4 M3 ~& B: Y8 kShares Series 18 upon giving to the Bank written notice thereof not earlier8 G$ e/ \, T, O4 g8 Q: h" i; f
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the5 z+ S# j9 s% H' ?* n
15th day preceding, a Series 19 Conversion Date. a ~) O2 g! L/ @0 g
Automatic Conversion If the Bank determines, after having taken into account all shares tendered ?2 |/ K7 q) P& y0 E- ~2 x) d
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
; P; r6 i( E/ w) i9 O* E$ {Series 18, as the case may be, that there would be outstanding on such
" u+ O8 O: M* Q1 {( G+ y6 K7 qSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19, i: l% f. h( C r3 e9 m2 B
such remaining number of Preferred Shares Series 19 will automatically be# C$ U% P1 R% K- C
converted on such Series 19 Conversion Date into an equal number of- z8 K9 Z7 w' m6 j% b. }3 e: v
Preferred Shares Series 18. Additionally, if the Bank determines that, after) t8 R9 v- B! e; T( \9 W) c$ j6 m
conversion, there would be outstanding on such Series 19 Conversion Date& p( O; V `9 I9 F: s( Q
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares1 M/ R* y2 q ~! P- V
Series 19 will be converted into Preferred Shares Series 18.
5 F& ^, x, b$ O8 _% @) F. sVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
2 A4 a. g# b: x' o2 v( z. {Series 19 will not be entitled as such to receive notice of, attend, or vote at,
! s: ~" L0 X9 z* Pany meeting of the shareholders of the Bank unless and until the first time at& @$ C' T9 ~" [/ X2 [8 x( }
which the Board of Directors has not declared the whole dividend on the4 Y# Y& R; |& z0 v
Preferred Shares Series 19 in any quarter. In that event, subject as7 X2 D7 i$ d# t1 I0 l
hereinafter provided, the holders of Preferred Shares Series 19 will be2 z p+ V7 w/ A/ g
entitled to receive notice of, and to attend, meetings of shareholders at which
; z: N8 J3 M3 u6 Tdirectors of the Bank are to be elected and will be entitled to one vote for
" Y" A3 n& z' x+ ^; x: r: o( ~' ~each Preferred Share Series 19 held. The voting rights of the holders of the
* H7 m9 r+ }, `" c- n$ v1 G0 APreferred Shares Series 19 will forthwith cease upon payment by the Bank of7 v Q% }9 O/ ~ r. Y( K3 ~
the first dividend on the Preferred Shares Series 19 to which the holders are5 ]6 [* I4 z8 ~! l
entitled thereunder subsequent to the time such voting rights first arose until
+ l0 i3 o5 F: X% {. J8 J/ ysuch time as the Bank may again fail to declare the whole dividend on the" u6 u5 h8 f1 [0 S% Y
Preferred Shares Series 19 in respect of any quarter, in which event such q1 J1 ^% W9 i( W0 N2 ^
voting rights will become effective again and so on from time to time.
# N4 c3 j2 }. \0 u; I s2 iS-6- x4 _* R* B( Y* ]/ a$ @4 q
Priority: The preferred shares of each series of the Bank will rank on a parity with
& I: f. A& g) |. y& N' Wevery other series and are entitled to preference over the common shares of- n+ s, d+ I% z# z* v3 Q
the Bank and over any other shares of the Bank ranking junior to the
. T) m! N8 n- n/ T0 G `) y! Wpreferred shares with respect to the payment of dividends and upon any3 F& ^- `) q6 C+ i
distribution of assets in the event of the liquidation, dissolution or; o T! a( H5 P; c, i5 D g8 z
winding-up of the Bank.
9 }5 f7 m& K, g1 A0 o+ @Tax on Preferred Share The Bank will elect, in the manner and within the time provided under) J1 O C: {/ v8 F! Y4 }2 X
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares' {& H+ G) v) d* s/ S
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
/ `2 _& B7 y# ^' n( i& O& [dividends received on such shares under Part IV.1 of such Act. |
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