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发表于 2008-11-29 16:58
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下面是BMO的:
4 E. x1 Q" f. S! o1 A4 D5 y5 G' PSUMMARY OF THE OFFERING
! a" B# D: T+ b @& T0 v4 WThis 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’’.# ~% S4 l5 ~& B9 b8 o
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18. {$ G! C! w7 b, J
Amount: $150,000,000 (6,000,000 shares).
( { E, \3 y" e% Z9 _Price and Yield: $25.00 per share to yield initially 6.50% per annum.
5 O& u9 v5 l$ I7 b; e' ^" j, [6 nPrincipal Characteristics of the Preferred Shares Series 18$ j/ o2 C/ E) U `* W/ U0 ?4 s
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
4 s% f: i7 ~+ lnon-cumulative preferential cash dividends, as and when declared by the
0 e( j. ^6 R8 `+ E6 s7 e9 mBoard of Directors, subject to the provisions of the Bank Act, for the initial
, E7 _) e: v/ f# Lperiod commencing on the closing date and ending on and including
4 X: i4 J% p; Y+ g% S1 U. zFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the& T/ m9 w& ^8 i' h+ s
25th day of February, May, August and November in each year, at a rate$ u0 p8 z* F& q% ~
equal to $0.40625 per share. The initial dividend, if declared, will be payable4 j Y6 m5 I3 I
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing9 J- z0 q, S+ P9 @) d5 \
date of December 11, 2008.
# A3 |# R) x* A& t- v* KFor each five-year period after the Initial Fixed Rate Period (each, a' H( W4 H5 c0 J' p5 W1 f
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
% K& E4 l' a8 J9 H! ?. USeries 18 will be entitled to receive fixed non-cumulative preferential cash
8 |1 e4 F3 L* `; t, ddividends, as and when declared by the Board of Directors, subject to the, X# X8 J& G( g
provisions of the Bank Act, payable quarterly on the 25th day of February,
8 u) }4 g2 W4 l0 w3 XMay, August and November in each year, in the amount per share per annum
% a1 Y J$ L3 D, k; fdetermined by multiplying the Annual Fixed Dividend Rate applicable to% ~( h; q( q8 U8 G
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
% }% P- n2 R+ RRate for the ensuing Subsequent Fixed Rate Period will be determined by the
$ x/ h) \1 a% K7 Q1 B, tBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day7 K# N9 x1 \, `
of such Subsequent Fixed Rate Period and will be equal to the sum of the" ]( o( L0 r" q4 H
Government of Canada Yield on the applicable Fixed Rate Calculation Date
8 e/ S3 \+ B) }8 rplus 3.83%.
) [+ f" L3 V. u8 v6 z; Y5 ` B3 QIf the Board of Directors does not declare a dividend, or any part thereof, on
+ `: R% f) T W a$ athe Preferred Shares Series 18 on or before the dividend payment date for a
0 |" u3 f# T5 E6 {1 Q Tparticular quarter, then the entitlement of the holders of the Preferred
; N2 ^5 R6 c- D1 n( eShares Series 18 to receive such dividend, or to any part thereof, for such
5 l+ H# ^ x+ Q K b9 y/ p; Kquarter will be forever extinguished.+ i; x8 w4 b( U! O
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
/ I! H8 V+ p! o: U* O( P& bSuperintendent and to the provisions described below under ‘‘Details of the
$ _6 g0 p% h. m8 FOffering — Certain Provisions of the Preferred Shares Series 18 as a4 p4 C' V) X3 b6 x# I5 [4 D4 U
Series — Restrictions on Dividends and Retirement of Shares’’, on
. k! F6 I+ g1 M! L% Q7 XFebruary 25, 2014 and on February 25 every five years thereafter, on not, w6 ]+ O. s& O8 k+ c# b
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any& K7 l2 J0 b0 [9 u! R) u5 Y
part of the then outstanding Preferred Shares Series 18, at the Bank’s option& n5 X; c& D, b k
without the consent of the holder, by the payment of an amount in cash for
. H0 u# _; @ [5 i; g2 t; S( Deach such share so redeemed of $25.00 together with all declared and unpaid T- a+ r5 G/ i0 Q; g! H( D
dividends to the date fixed for redemption.
4 T4 a; {8 s t! N; pConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic. G6 L! ~8 [) u7 v H! p
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have! Z1 z( Y- z* G+ C+ }/ l2 k
the right, at their option, to convert, on February 25, 2014 and on
+ n$ \# m+ A9 wS-46 J- O W3 |: l$ k5 e/ ?2 Y
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
% t" R) |( `0 b' q8 B( V9 @or all of their Preferred Shares Series 18 into an equal number of Preferred) l. |& x% x: `2 v) _+ @
Shares Series 19 upon giving to the Bank notice thereof not earlier than
4 A! @( y9 z* x- s1 m: z30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
; O; ` v& b% w$ y, Cpreceding, a Series 18 Conversion Date.
( s5 _' }. O% |# j, `0 H' gAutomatic Conversion If the Bank determines, after having taken into account all shares tendered" ]" a9 R) B& P: `, |
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares# @- Y0 D. j1 l2 S6 G( N0 A3 i
Series 19, as the case may be, that there would be outstanding on such5 s* B1 L" `7 F" \2 \5 O, T5 z
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,+ J# H* ]9 R. X' A( R2 W9 w, r. ^$ n
such remaining number of Preferred Shares Series 18 will automatically be9 E( v( W1 J2 E% q: f0 r( |
converted on such Series 18 Conversion Date into an equal number of
! Q" y( N' v5 {0 S/ B4 n# ^Preferred Shares Series 19. Additionally, if the Bank determines that, after7 O3 p2 B! R, v8 m; L" X
conversion, there would be outstanding on such Series 18 Conversion Date
0 f4 @) [" \$ Wless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
/ w4 l; G. ?# E7 n8 I+ \, _Series 18 will be converted into Preferred Shares Series 19.
' ^: [) q! v" i* ~& H% @2 P0 cVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares$ m; j4 Z* @0 S( E
Series 18 will not be entitled as such to receive notice of, attend, or vote at,- ^; V$ W5 B: l6 F) ~: p7 g) x, ?7 m
any meeting of the shareholders of the Bank unless and until the first time at( V' o C) [8 E* [+ _
which the Board of Directors has not declared the whole dividend on the
% ^7 Q# D# Z% N7 Z0 r4 V0 C# pPreferred Shares Series 18 in any quarter. In that event, subject as$ [# h- a+ K" X! f
hereinafter provided, the holders of Preferred Shares Series 18 will be* t* \3 R" e: h
entitled to receive notice of, and to attend, meetings of shareholders at which& D" L3 |0 w% Q- d! K' r: r
directors of the Bank are to be elected and will be entitled to one vote for
# e8 r( N! N I0 r# Heach Preferred Share Series 18 held. The voting rights of the holders of the
6 W, n1 c0 z5 G) W+ O. |. RPreferred Shares Series 18 will forthwith cease upon payment by the Bank of+ ?9 y) T# U* `7 O& P q
the first dividend on the Preferred Shares Series 18 to which the holders are
4 n2 D2 b9 ?( C+ Gentitled thereunder subsequent to the time such voting rights first arose until1 h; K3 p9 Y- \
such time as the Bank may again fail to declare the whole dividend on the3 y) g! U( r! R6 F# L
Preferred Shares Series 18 in respect of any quarter, in which event such
4 a& E7 l- @( V. B& b" Hvoting rights will become effective again and so on from time to time.
, w" L' Z& h+ @; q. i2 P& e1 ~) pPrincipal Characteristics of the Preferred Shares Series 19% x' A# g4 c: T
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive2 Q3 J% p9 ]( C m, I. V
floating rate non-cumulative preferential cash dividends, as and when9 r9 j2 `) i! d% u- [4 S4 Y
declared by the Board of Directors, subject to the provisions of the Bank Act,
; I9 ~7 I/ V ~: Wpayable quarterly on the 25th day of February, May, August and November( D' u) \) C9 a' S2 @4 e; Q
in each year, in the amount per share determined by multiplying the5 T& X) E# b8 D0 l. U+ n
applicable Quarterly Floating Dividend Rate by $25.00.
5 F2 q, f+ v/ T7 ?9 M! k0 EOn the 30th day prior to the commencement of the initial quarterly dividend5 ] h8 L" c9 L' t
period beginning on February 25, 2014, and on the 30th day prior to the first) M2 U t, T/ q3 S2 T' n
day of each subsequent quarterly dividend period (the initial quarterly
7 c% [1 {" t w9 p! u! W& xdividend period and each subsequent quarterly dividend period is referred to
& J+ ?& t0 l' k' n3 Fas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
+ c' R1 Y" G3 ^# y0 R- ?- ~3 bQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
9 _" Q/ O/ w9 k+ E* | ~2 FPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the+ y! w- k7 Q; [; G
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days1 V2 a3 e1 E* D' s
elapsed in the applicable Quarterly Floating Rate Period divided by 365)1 Q9 {0 X5 k# z4 @/ h+ H
determined on the 30th day prior to the first day of the applicable Quarterly
9 @& a1 J3 C$ k1 U$ XFloating Rate Period.
" B1 e: x) r9 a2 a& C, u- oS-50 V2 M# r* D& ^+ w8 G
If the Board of Directors does not declare a dividend, or any part thereof, on
2 r" m! R+ `/ D8 a+ Jthe Preferred Shares Series 19 on or before the dividend payment date for a
" ~2 X! c6 j3 Z7 l! G+ f' z$ cparticular quarter, then the entitlement of the holders of the Preferred8 a5 |8 z- k6 Y4 \9 b
Shares Series 19 to receive such dividend, or to any part thereof, for such
% q1 |3 m5 p7 z8 ]; P( {: H% hquarter will be forever extinguished.
' U+ V$ h+ ^6 T% S5 H; o$ ^- pRedemption: Subject to the provisions of the Bank Act and to the prior consent of the5 ?8 v2 K1 n2 X9 j0 y" W
Superintendent and to the provisions described below under the heading
* B; e% h% T; r% J‘‘Details of the Offering — Certain Provisions of the Preferred Shares, R) A# m3 T3 @4 `
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
; h- c7 |3 }: \on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
% O. Z( K; v* y2 `. d8 eor any part of the then outstanding Preferred Shares Series 19, at the Bank’s* y% G* j3 f8 D7 V# z
option without the consent of the holder, by the payment of an amount in% S) I% k( @4 g t) H3 ?6 X4 z0 s
cash for each such share so redeemed of (i) $25.00 together with all declared
2 f( I3 X4 I& }1 d! sand unpaid dividends to the date fixed for redemption in the case of
+ F G0 y5 H8 ~redemptions on February 25, 2019 and on February 25 every five years( Y9 c5 l4 h' l0 t( W
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to8 A% |9 P( Q1 ]3 X
the date fixed for redemption in the case of redemptions on any other date
- d) Q" @' v4 _! Q8 @on or after February 25, 2014. z- _/ U$ _% C, B6 r
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic, V4 A' t( U: Q! e: y X+ t
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have) {( M$ K: K5 N3 k
the right, at their option, to convert, on February 25, 2019 and on
8 L" ], w6 B* @7 D* h6 VFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any+ l0 ^3 K9 s* w' e4 Q9 v8 v5 E
or all of their Preferred Shares Series 19 into an equal number of Preferred) `% h' e. x2 T* Z3 R
Shares Series 18 upon giving to the Bank written notice thereof not earlier6 I3 A, w0 h: h2 {. `3 `% h- X
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
" [. ]2 y% F! Z7 J5 _: ?# P15th day preceding, a Series 19 Conversion Date./ R2 O: X: J" @. e6 L. c9 H: m
Automatic Conversion If the Bank determines, after having taken into account all shares tendered1 b/ a. q) X8 d
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares7 e) t( Q- U7 M
Series 18, as the case may be, that there would be outstanding on such
6 N5 y. A' Z: h, U: VSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
% _5 t }' }3 r5 U' Nsuch remaining number of Preferred Shares Series 19 will automatically be
. ?( Z3 `: T% X' z) o& m( P- ~converted on such Series 19 Conversion Date into an equal number of
4 d' ~( l% s0 ~9 YPreferred Shares Series 18. Additionally, if the Bank determines that, after
3 x4 C2 H& D# Mconversion, there would be outstanding on such Series 19 Conversion Date1 ^2 x% v4 l* _# }: r$ @5 x6 J9 h
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares2 j( P& k; w6 C7 f4 I1 s
Series 19 will be converted into Preferred Shares Series 18.
% }; }0 e! V CVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares# X5 Q A* i+ w a
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
9 a+ M6 U: T2 A9 z/ n0 Xany meeting of the shareholders of the Bank unless and until the first time at
/ @5 |7 G: C8 m) w% h# rwhich the Board of Directors has not declared the whole dividend on the7 A( I) G) |- U- I% ^
Preferred Shares Series 19 in any quarter. In that event, subject as
6 N' a7 E9 u0 z! H, ghereinafter provided, the holders of Preferred Shares Series 19 will be
, K+ u) _. L4 N) g2 Tentitled to receive notice of, and to attend, meetings of shareholders at which1 J* W# b% ?0 a1 L- f8 k/ o2 L4 I
directors of the Bank are to be elected and will be entitled to one vote for8 u/ c7 B1 }) r+ e5 X. X
each Preferred Share Series 19 held. The voting rights of the holders of the
0 j/ L) p2 E9 M3 DPreferred Shares Series 19 will forthwith cease upon payment by the Bank of/ ]. A- d% z1 R- n: y, p; m
the first dividend on the Preferred Shares Series 19 to which the holders are
) U0 o* w# W: r4 g7 ]; Z: b! W5 {1 f7 Hentitled thereunder subsequent to the time such voting rights first arose until) [6 @5 Y; x8 u0 |" t
such time as the Bank may again fail to declare the whole dividend on the4 c- V" @! k2 S" v% g. P! I
Preferred Shares Series 19 in respect of any quarter, in which event such" |) c( F) p* }- p
voting rights will become effective again and so on from time to time.! l2 R( @0 ]! Z6 k! O
S-6
7 z( }% e) I3 y) w fPriority: The preferred shares of each series of the Bank will rank on a parity with
. C/ c" T6 x# S( Cevery other series and are entitled to preference over the common shares of/ y4 R& @/ F0 A4 T* r& U1 D6 F6 ?
the Bank and over any other shares of the Bank ranking junior to the- N ^+ E0 {: Q" X, ^
preferred shares with respect to the payment of dividends and upon any
# l2 B" L/ e4 g# {( d" Pdistribution of assets in the event of the liquidation, dissolution or
0 [% f: Y$ G6 @8 Ywinding-up of the Bank.0 B* j, ]+ `+ C% s' [ z
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
- A' o; v9 X7 p! U6 z& bDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
4 Q; O; R9 K; O% S" z5 gSeries 18 and Preferred Shares Series 19 will not be required to pay tax on% W. r/ n, j' I& F5 Y9 k$ a! r1 c
dividends received on such shares under Part IV.1 of such Act. |
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