鲜花( 26) 鸡蛋( 0)
|
楼主 |
发表于 2008-11-29 16:58
|
显示全部楼层
下面是BMO的:
( M6 L( e; T, H, zSUMMARY OF THE OFFERING" a2 U9 O. O% k6 v
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’’.$ ?- q7 R$ z/ _8 ]; w( r! h
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.% z: x* m- w K4 n
Amount: $150,000,000 (6,000,000 shares).
+ v# E# Q- T! tPrice and Yield: $25.00 per share to yield initially 6.50% per annum./ u4 ~) G. n- S. U7 g. n* c
Principal Characteristics of the Preferred Shares Series 18
6 ^% ^4 m2 z4 ADividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed1 Q/ r, ]: M. F9 q; D
non-cumulative preferential cash dividends, as and when declared by the
3 N/ j8 \+ f) W) @' R8 k, }Board of Directors, subject to the provisions of the Bank Act, for the initial
5 ?' m o$ N) z/ B4 i! I7 D( {) Eperiod commencing on the closing date and ending on and including3 F6 `8 _4 u$ G0 c g7 h/ n% L
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
+ M) j9 l i+ B8 X* ?25th day of February, May, August and November in each year, at a rate; R; s' x3 o. o! E5 U( L3 N
equal to $0.40625 per share. The initial dividend, if declared, will be payable" s/ ^4 }) e( l3 @/ {0 U
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
7 U. Q: w$ L& h, p* Edate of December 11, 2008.( ^. }" m/ D" C6 v) a
For each five-year period after the Initial Fixed Rate Period (each, a" C# y9 k: t2 N! D0 F( ?
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares. a( N" Q' G, \9 b( c5 e
Series 18 will be entitled to receive fixed non-cumulative preferential cash
& n; U- L1 l8 b+ q4 `' I0 r% ]dividends, as and when declared by the Board of Directors, subject to the
( ~# z8 o0 Q* m% n9 Z) G) j0 qprovisions of the Bank Act, payable quarterly on the 25th day of February,
4 j$ ^6 m+ y# ], S8 _May, August and November in each year, in the amount per share per annum4 C& C% R/ p9 a2 }
determined by multiplying the Annual Fixed Dividend Rate applicable to r) ~" p7 D5 f: `, l( G
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
& V8 P+ y$ g( x# A; u$ [6 `; zRate for the ensuing Subsequent Fixed Rate Period will be determined by the
6 ~2 k8 G, N; }Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day- W$ e0 h! H) S J4 [! V5 |
of such Subsequent Fixed Rate Period and will be equal to the sum of the0 O( i& Z# y: Z1 N
Government of Canada Yield on the applicable Fixed Rate Calculation Date
! G# g4 p6 J. S! ^plus 3.83%.
, ^& g- s0 e/ f7 a8 \6 BIf the Board of Directors does not declare a dividend, or any part thereof, on
( a, U" T- _* |& Y+ G1 zthe Preferred Shares Series 18 on or before the dividend payment date for a9 \7 P( B5 _) H x# v3 S7 o
particular quarter, then the entitlement of the holders of the Preferred @( w1 M& |- s! P2 v0 X' N
Shares Series 18 to receive such dividend, or to any part thereof, for such
' J, k, R! N1 v' ?quarter will be forever extinguished.
; B9 U3 _1 F1 e0 F+ `5 J* i3 {Redemption: Subject to the provisions of the Bank Act and to the prior consent of the) S* r% C6 f( S; G* j9 ^
Superintendent and to the provisions described below under ‘‘Details of the( V; `" {) i, M# I; D
Offering — Certain Provisions of the Preferred Shares Series 18 as a5 W, R7 O8 ?" C! m" B P
Series — Restrictions on Dividends and Retirement of Shares’’, on
; c, j$ \/ b d" B+ n# p- t+ q5 HFebruary 25, 2014 and on February 25 every five years thereafter, on not
6 O0 }0 s/ t6 B3 l/ ?! R" [# Gmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any4 u4 H2 ]/ I- l8 O" |
part of the then outstanding Preferred Shares Series 18, at the Bank’s option# u! u: M7 D" `: ]. E
without the consent of the holder, by the payment of an amount in cash for- `4 D! T1 i# r' n, o1 i
each such share so redeemed of $25.00 together with all declared and unpaid# h, u& C6 U: r6 O# e1 M
dividends to the date fixed for redemption.
+ p! }; K( q% I2 p, t- ^9 DConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
6 Y5 t) a% z7 e4 OShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
: c& L, W; v& y1 B6 J( d- i" _7 Xthe right, at their option, to convert, on February 25, 2014 and on4 I( W* \) {$ m8 w! `# }: y6 `
S-4 \. Q, c5 S+ S5 L8 J4 K$ A
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
, [8 Q. H z% X: b; yor all of their Preferred Shares Series 18 into an equal number of Preferred$ w$ O- q& F3 I, g: m2 Q
Shares Series 19 upon giving to the Bank notice thereof not earlier than
" e7 n5 p! [% {. x: i9 ~8 L. L30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
* V# P) i# d7 q E5 Ypreceding, a Series 18 Conversion Date.# |) Z9 K; S* Z# R. y" C- `
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
! z/ I* }. Y6 u2 t( g6 ~Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares4 W; X2 ]4 p( J. O2 F0 |) ?
Series 19, as the case may be, that there would be outstanding on such" p" A+ ^9 z5 B7 x
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
2 E) e9 u7 H3 i/ P: O# ~: E; asuch remaining number of Preferred Shares Series 18 will automatically be ?) w) a7 x2 Z, g' B' H3 P* h! H
converted on such Series 18 Conversion Date into an equal number of
u( [5 z0 `4 a0 B0 Y, I* p! b( ?Preferred Shares Series 19. Additionally, if the Bank determines that, after5 _4 C) z' r; Q4 Q6 G. O/ y% c% o
conversion, there would be outstanding on such Series 18 Conversion Date$ D6 ^7 G0 _1 X( ~
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
) k# H4 }8 Y- g6 R% c9 ^* n HSeries 18 will be converted into Preferred Shares Series 19.9 J7 m. I$ X0 u
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares8 Q: F* h$ n$ b6 D7 p+ Y: |. s
Series 18 will not be entitled as such to receive notice of, attend, or vote at,; c: t! R* q" h5 N. p
any meeting of the shareholders of the Bank unless and until the first time at0 h" N9 u3 e; k: r' r6 a$ g2 U
which the Board of Directors has not declared the whole dividend on the* d9 g3 s$ I% @0 o; o
Preferred Shares Series 18 in any quarter. In that event, subject as, Z1 B2 q+ d6 B. M
hereinafter provided, the holders of Preferred Shares Series 18 will be' \2 q% g# A( s5 ?
entitled to receive notice of, and to attend, meetings of shareholders at which7 t9 H: [2 ]0 m, g/ r
directors of the Bank are to be elected and will be entitled to one vote for
! P% c8 [: O+ p6 ^# q- q/ A2 Weach Preferred Share Series 18 held. The voting rights of the holders of the
5 d& e& S$ G, QPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
; b: U" w9 L" g! @5 i0 qthe first dividend on the Preferred Shares Series 18 to which the holders are
5 u& R/ r# L# a3 |entitled thereunder subsequent to the time such voting rights first arose until1 \6 `6 d; A9 a1 G
such time as the Bank may again fail to declare the whole dividend on the2 G1 o. T% K# y/ O% w3 [
Preferred Shares Series 18 in respect of any quarter, in which event such
. t/ d0 l8 D7 y, \voting rights will become effective again and so on from time to time.' x7 y7 Q" i) e& J' C* P
Principal Characteristics of the Preferred Shares Series 19
V, J8 t4 t: [* J3 t) Q- O4 zDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
6 k& V- `. H5 ~7 u5 {$ vfloating rate non-cumulative preferential cash dividends, as and when% x8 q+ z) x2 \6 M
declared by the Board of Directors, subject to the provisions of the Bank Act,
/ |! t4 _) X6 `' _7 E7 O- _payable quarterly on the 25th day of February, May, August and November
T6 y; z! W4 m0 x9 a8 ^in each year, in the amount per share determined by multiplying the
) l6 W9 Z( Q/ N h9 ]4 d& i0 f/ Japplicable Quarterly Floating Dividend Rate by $25.00.
# E, {0 R6 i C# p9 M# q- cOn the 30th day prior to the commencement of the initial quarterly dividend
: q3 h" Y5 W0 |3 [" Wperiod beginning on February 25, 2014, and on the 30th day prior to the first
4 u/ U1 Q0 P4 i. |day of each subsequent quarterly dividend period (the initial quarterly+ K$ ?& Q; ~1 c
dividend period and each subsequent quarterly dividend period is referred to
- |$ |4 z n bas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the- Q7 E: z8 f3 A0 m; F* @
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
7 B2 A ^/ v! s! o5 A0 wPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
& w0 l) x0 Y6 n+ |( h. g( u8 vT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days! p, ^8 q& _7 V6 P6 l8 \+ V) ]
elapsed in the applicable Quarterly Floating Rate Period divided by 365): E( O6 d! y- `
determined on the 30th day prior to the first day of the applicable Quarterly
( `" E9 _9 L7 d% o0 e: NFloating Rate Period.
@7 u8 k% Q! z: Q. _7 ZS-57 D9 _1 V( l/ B7 Y1 o) q$ \
If the Board of Directors does not declare a dividend, or any part thereof, on9 L/ O0 P2 v' y1 F* [$ \
the Preferred Shares Series 19 on or before the dividend payment date for a
" Y4 n1 B& S3 l7 i, T% Eparticular quarter, then the entitlement of the holders of the Preferred$ r5 K0 V- k6 G) }/ [6 \* C4 R
Shares Series 19 to receive such dividend, or to any part thereof, for such
& {6 q" R7 J R7 G5 e( M' hquarter will be forever extinguished.
4 Z6 Q# Q, E+ o/ R8 Y lRedemption: Subject to the provisions of the Bank Act and to the prior consent of the3 H2 N9 M& I, J1 ? O* ^
Superintendent and to the provisions described below under the heading% ~1 g. j( H2 i6 ^
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
/ i( o! l' N0 a2 h, N& oSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
! j- j& v/ g. Z% hon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
! x4 ]0 s- V7 |& s3 Vor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
; w# i0 T. z4 n0 [' m. ~option without the consent of the holder, by the payment of an amount in
k* H& s f+ F3 }% Zcash for each such share so redeemed of (i) $25.00 together with all declared& Y, K- o) I' i' N! u2 v, f
and unpaid dividends to the date fixed for redemption in the case of
4 c* V7 V1 L& Q% @. v2 mredemptions on February 25, 2019 and on February 25 every five years
( A( A. K* Z h$ W. xthereafter, or (ii) $25.50 together with all declared and unpaid dividends to' t$ y/ }3 D' |, @
the date fixed for redemption in the case of redemptions on any other date7 Y3 V/ e' P0 W
on or after February 25, 2014.
" N; |( A# v6 q. {$ X3 IConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
4 h6 H8 R- ~) b: S x. {Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have+ ~/ o& O/ Z8 A- o: }# j5 z6 j9 F
the right, at their option, to convert, on February 25, 2019 and on
( [0 p0 F& Z0 p; Q7 G6 l, S1 \/ U; MFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
# S# x3 i, a; N2 [+ m, E- _or all of their Preferred Shares Series 19 into an equal number of Preferred
9 J& |/ |. ]; I: I* AShares Series 18 upon giving to the Bank written notice thereof not earlier* N9 ~2 T* o' I& I) D4 x
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
7 p7 c: d: ]3 c1 Z% N15th day preceding, a Series 19 Conversion Date.% q$ T: Q% R `8 P
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
- I2 d$ t( T0 r# h `Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares' H7 K0 @1 A+ _& `. u V; t! L7 O
Series 18, as the case may be, that there would be outstanding on such
, m- k# c: X% X/ ] `6 f: ISeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
6 \ O2 ]* ^ J' }) Zsuch remaining number of Preferred Shares Series 19 will automatically be& R( c* A4 U7 h$ y: D
converted on such Series 19 Conversion Date into an equal number of1 H# m8 N% H$ r ]
Preferred Shares Series 18. Additionally, if the Bank determines that, after
( p1 W# o2 c6 p) oconversion, there would be outstanding on such Series 19 Conversion Date" V/ l" B1 p! S6 N8 H+ e0 u" L; e6 U1 f
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
1 r' P% {4 H$ d k* {3 ESeries 19 will be converted into Preferred Shares Series 18.
. m; }4 t7 P" K# x! SVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
; K( s3 x7 s r& H& K N) W% y9 e% x/ ]Series 19 will not be entitled as such to receive notice of, attend, or vote at,$ `# e2 X2 |- B
any meeting of the shareholders of the Bank unless and until the first time at
1 j* O2 G+ ?5 x8 ?7 C3 c o+ u5 }which the Board of Directors has not declared the whole dividend on the. b& @0 i J. l0 P0 A
Preferred Shares Series 19 in any quarter. In that event, subject as
' x$ ^ L! P' h1 ]' O4 p: K7 Zhereinafter provided, the holders of Preferred Shares Series 19 will be
# r. v j7 u# {# e9 ?5 u2 n) O% Ientitled to receive notice of, and to attend, meetings of shareholders at which
% r3 P, j5 z: i+ @# |7 h7 d6 ]* Rdirectors of the Bank are to be elected and will be entitled to one vote for
7 f8 o, P9 z7 b- C( h9 l- g2 t4 M8 Jeach Preferred Share Series 19 held. The voting rights of the holders of the
+ Z+ q$ Q, k7 @& ~0 o( L* ePreferred Shares Series 19 will forthwith cease upon payment by the Bank of
# d6 W9 H- g- q3 B5 r. {( Rthe first dividend on the Preferred Shares Series 19 to which the holders are
! Z4 @) _/ r% P) F& bentitled thereunder subsequent to the time such voting rights first arose until
7 [# I1 y0 `6 h1 \2 V0 _. `such time as the Bank may again fail to declare the whole dividend on the
0 U- X1 g" }* L1 y9 IPreferred Shares Series 19 in respect of any quarter, in which event such
: t& N) J' t, Z8 ~2 Svoting rights will become effective again and so on from time to time., U+ T2 ]7 R1 ^7 L
S-6" Y# q& V6 F* v9 m
Priority: The preferred shares of each series of the Bank will rank on a parity with
1 Q9 G! o6 N% b! K1 T. Hevery other series and are entitled to preference over the common shares of- G7 ]& ^* ]6 M- o
the Bank and over any other shares of the Bank ranking junior to the- C8 S/ N/ }$ {. q
preferred shares with respect to the payment of dividends and upon any3 ]5 T7 s! e0 I
distribution of assets in the event of the liquidation, dissolution or
8 q1 H$ }. Y7 U7 a* Vwinding-up of the Bank.
. p# h5 b& e+ KTax on Preferred Share The Bank will elect, in the manner and within the time provided under
2 A- {1 y, \* K$ h* d) RDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares0 f: @5 ?* }. @
Series 18 and Preferred Shares Series 19 will not be required to pay tax on( j/ u+ o/ {: v) R7 }# o
dividends received on such shares under Part IV.1 of such Act. |
|