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发表于 2008-11-29 16:58
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下面是BMO的:
3 F6 X9 P) n8 Z# MSUMMARY OF THE OFFERING; D6 m8 C2 z: Z$ h
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’’.
: Y4 v: X, {' ?" U* J2 x7 TIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
' }1 O! q+ E1 B% ]: xAmount: $150,000,000 (6,000,000 shares).1 [4 R* d) u. j7 z; U* H3 ?" @
Price and Yield: $25.00 per share to yield initially 6.50% per annum.9 b1 j8 c( b% B, i- s
Principal Characteristics of the Preferred Shares Series 18 R$ L, Y# [/ @
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
8 M: T" }( h2 wnon-cumulative preferential cash dividends, as and when declared by the* P* C- ~, |0 S/ U: I) X
Board of Directors, subject to the provisions of the Bank Act, for the initial' b# z- A8 \" o4 Y ]" n3 }/ T9 k- y7 {
period commencing on the closing date and ending on and including* ]6 A) t! P+ T3 ^, R0 L
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
7 ?- D% U- K& G' C+ H+ @25th day of February, May, August and November in each year, at a rate7 K- `; p* b& o" U4 m# i) T% W2 B
equal to $0.40625 per share. The initial dividend, if declared, will be payable |6 g6 e h5 q8 m: c a
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing2 i6 {6 J5 t5 {9 Y/ S3 K9 s
date of December 11, 2008.! _0 `8 L8 b# U+ K+ M4 R
For each five-year period after the Initial Fixed Rate Period (each, a% w) R9 z* \8 ]) w
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares9 f* h4 @; ]8 T3 ?5 v
Series 18 will be entitled to receive fixed non-cumulative preferential cash
% r u# C, C8 j. N: c5 I7 E7 tdividends, as and when declared by the Board of Directors, subject to the
' J& {0 t4 A5 d$ eprovisions of the Bank Act, payable quarterly on the 25th day of February,
7 k5 x5 v" R$ d, O" |May, August and November in each year, in the amount per share per annum! N2 [% y. ^! D0 x
determined by multiplying the Annual Fixed Dividend Rate applicable to
4 v; |; N5 _' ^$ C s; Qsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend0 \8 R. ?- P$ w: b
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
5 _. x4 v5 \1 r$ KBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day2 b; _/ W/ f- b& j) S
of such Subsequent Fixed Rate Period and will be equal to the sum of the
! x( A0 p# M) i' M4 C( {! _Government of Canada Yield on the applicable Fixed Rate Calculation Date$ _! q; T1 v+ y7 i0 v. c
plus 3.83%.
e+ Z% {* H/ v. e4 p+ j CIf the Board of Directors does not declare a dividend, or any part thereof, on; h7 W! `6 U, }; F+ l
the Preferred Shares Series 18 on or before the dividend payment date for a
8 z4 N- b+ _5 qparticular quarter, then the entitlement of the holders of the Preferred
; N! s' {8 L' V S6 V/ AShares Series 18 to receive such dividend, or to any part thereof, for such
" ~8 @) t' s$ f4 @9 F- O5 A% S' C Aquarter will be forever extinguished.
. s) y% C0 r% |2 K$ s& e1 iRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
4 p3 V' Z2 j& zSuperintendent and to the provisions described below under ‘‘Details of the0 d3 z; ^- }# H
Offering — Certain Provisions of the Preferred Shares Series 18 as a
1 g: P* h" T6 q7 C+ b, X( fSeries — Restrictions on Dividends and Retirement of Shares’’, on
Q2 [9 B( y/ c" I" e( n" sFebruary 25, 2014 and on February 25 every five years thereafter, on not
/ m. [4 b9 ]" ^$ Smore than 60 nor less than 30 days’ notice, the Bank may redeem all or any1 x! A* C- M6 e" [
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
7 }3 `, a# M$ L2 gwithout the consent of the holder, by the payment of an amount in cash for3 _- b2 ?, [: [6 |. g K5 E' B
each such share so redeemed of $25.00 together with all declared and unpaid- \6 n2 _* v; y# C0 \
dividends to the date fixed for redemption.
+ F7 H8 [8 L1 }! s, }+ DConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic+ u+ {4 ~- M* s. s, q* J
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have+ F. W8 e& \/ n+ o7 C) Y7 {$ u
the right, at their option, to convert, on February 25, 2014 and on
& [: |, r: `5 t+ tS-4% M. u: H6 C2 B3 L) S( ]
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any5 W9 P. a0 O& G2 \
or all of their Preferred Shares Series 18 into an equal number of Preferred
0 g' [, C- ~& r& Q$ nShares Series 19 upon giving to the Bank notice thereof not earlier than
" b- [. Z) r8 v, u30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
6 G% S P% y; g7 f. o/ ypreceding, a Series 18 Conversion Date.
3 p8 @5 @5 |. t1 a" |# G; xAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
9 a1 d: F, a0 B( m, @Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares( T7 Q* E8 P' f# E1 {: R# d7 E. e
Series 19, as the case may be, that there would be outstanding on such
6 W% H; h+ @. P# P0 e* kSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,6 Z. l' b/ [* L S: L- C; ]) q
such remaining number of Preferred Shares Series 18 will automatically be# v# H, v+ v5 G4 Q
converted on such Series 18 Conversion Date into an equal number of
$ H/ m. u( Z! b- pPreferred Shares Series 19. Additionally, if the Bank determines that, after
* S6 l1 ?8 N4 [6 C# rconversion, there would be outstanding on such Series 18 Conversion Date; Q" a! P6 r# l+ t3 D$ X
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares- A% E1 k6 o( u" K' D& C/ Y
Series 18 will be converted into Preferred Shares Series 19.
* f3 Y4 v0 D; U& m0 C/ ?7 CVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares2 I: U) A; _% c* O% }
Series 18 will not be entitled as such to receive notice of, attend, or vote at,0 J) q3 O+ H9 }( D; U9 @* G0 x8 Y$ g) O
any meeting of the shareholders of the Bank unless and until the first time at
& E+ E; [1 r2 m; Y, r+ v2 d z) Cwhich the Board of Directors has not declared the whole dividend on the
* Z7 ?1 i2 w4 C8 }Preferred Shares Series 18 in any quarter. In that event, subject as* E G# O6 f/ U- N
hereinafter provided, the holders of Preferred Shares Series 18 will be
) K+ r& W4 p: _3 z7 Uentitled to receive notice of, and to attend, meetings of shareholders at which, W3 K# K% f L0 M7 \
directors of the Bank are to be elected and will be entitled to one vote for- \4 e h; G/ g; Z+ C& k
each Preferred Share Series 18 held. The voting rights of the holders of the: I' q3 |& A5 l$ z- ] l
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of) U. f) Y5 C: t# G. [5 x7 O
the first dividend on the Preferred Shares Series 18 to which the holders are
, z0 A; r$ ~ }2 j2 Centitled thereunder subsequent to the time such voting rights first arose until( h3 H1 e% |# A/ {' F
such time as the Bank may again fail to declare the whole dividend on the( ]6 m; I1 ?- F0 C4 U: Q9 G
Preferred Shares Series 18 in respect of any quarter, in which event such
2 ^9 g, |! k% g( b$ ~voting rights will become effective again and so on from time to time.8 x' R1 |6 W4 t O
Principal Characteristics of the Preferred Shares Series 19
7 {+ j! }; L* n* ^& Z2 jDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
* P. d6 C" M: I& @' }& ^9 Nfloating rate non-cumulative preferential cash dividends, as and when
, W) B7 v/ [" G- ]5 h6 Edeclared by the Board of Directors, subject to the provisions of the Bank Act,0 m0 y* @" M/ w6 h3 W
payable quarterly on the 25th day of February, May, August and November
+ L5 y8 Z( ^8 S! u* Nin each year, in the amount per share determined by multiplying the
7 L5 t1 t1 `! ]: B4 uapplicable Quarterly Floating Dividend Rate by $25.00.
5 e! ]$ b# x7 g9 ^, JOn the 30th day prior to the commencement of the initial quarterly dividend6 G8 T" a0 `. b, D n/ C/ V
period beginning on February 25, 2014, and on the 30th day prior to the first! T2 h- y( l2 u# ]
day of each subsequent quarterly dividend period (the initial quarterly
1 q" y" t) y* P( Adividend period and each subsequent quarterly dividend period is referred to' m5 T% W R9 i: n: D; ` g, N
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
* H) U1 U6 b! K7 tQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
4 R) M* I, I! j* [- U& m9 SPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
+ L3 Q) F5 H9 H( NT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
3 W$ u( ?! V; z: U* Helapsed in the applicable Quarterly Floating Rate Period divided by 365)
, x4 E8 P O, Odetermined on the 30th day prior to the first day of the applicable Quarterly/ {" N, l5 \9 \/ W' O1 A
Floating Rate Period.) C. x" M( D5 W8 t( q' t
S-5& G; ^' o4 q1 g; S- J/ b
If the Board of Directors does not declare a dividend, or any part thereof, on
) d. Z% o% z0 u. w/ d; [5 Sthe Preferred Shares Series 19 on or before the dividend payment date for a
9 V6 z Z/ }0 f: J. Qparticular quarter, then the entitlement of the holders of the Preferred
6 [: Q, T$ j& kShares Series 19 to receive such dividend, or to any part thereof, for such9 F) y3 G. }2 P1 l2 A: ]4 @
quarter will be forever extinguished.8 ~0 n. R6 N, y. P+ U) S3 s4 ?
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the0 F' t% ]6 N) a" m4 c$ r9 q
Superintendent and to the provisions described below under the heading( S" A5 |; e0 w
‘‘Details of the Offering — Certain Provisions of the Preferred Shares) S# h* N E: [* l! @) R
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
$ l! |/ T! O: Q& `. y, m) xon not more than 60 nor less than 30 days’ notice, the Bank may redeem all3 t7 l5 M& J2 ]7 _! @
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
/ ?# h& Y7 p) G$ ?! A" O4 doption without the consent of the holder, by the payment of an amount in
1 @, G. {, z9 X1 a6 Rcash for each such share so redeemed of (i) $25.00 together with all declared9 r D% s) e* F: G
and unpaid dividends to the date fixed for redemption in the case of
; v& Q/ E2 i- q, q, v6 m! ~redemptions on February 25, 2019 and on February 25 every five years
: f- y( M" ]9 B6 Q {thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
$ e; v* Z k0 W3 ~; Rthe date fixed for redemption in the case of redemptions on any other date* J/ U9 K, I0 ?# L
on or after February 25, 2014.
, b# r: r9 F' d2 J) f& |" IConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic9 q/ z3 O7 S) x+ U' I
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
( C' c: m' Z1 z8 ~ Ythe right, at their option, to convert, on February 25, 2019 and on, | ]1 t* v9 _' v4 {# t1 T" ?1 S$ G
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any6 @! @ I i; H0 Q5 I) W6 v
or all of their Preferred Shares Series 19 into an equal number of Preferred
3 b8 o4 \1 \4 F# O3 oShares Series 18 upon giving to the Bank written notice thereof not earlier; V& I8 H, L9 H5 `/ j
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
- N1 j/ _/ a* e$ b: Z1 z W( }15th day preceding, a Series 19 Conversion Date.
2 b* [, D; |* \5 c. i' ?7 Z) I: mAutomatic Conversion If the Bank determines, after having taken into account all shares tendered" {0 o+ g% j- F
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares) ]1 f% Z* K* a7 e& K
Series 18, as the case may be, that there would be outstanding on such
s/ O2 V, [- U* aSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,4 b% C) Q4 V5 x5 Z$ g
such remaining number of Preferred Shares Series 19 will automatically be Y2 C, m ]4 U- G" {: o
converted on such Series 19 Conversion Date into an equal number of6 y" t; m+ s7 s9 r
Preferred Shares Series 18. Additionally, if the Bank determines that, after* i4 K0 i7 y) L9 D& `
conversion, there would be outstanding on such Series 19 Conversion Date( n* D, N+ Y Y- w6 i: G
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
' _) o0 ]9 g3 sSeries 19 will be converted into Preferred Shares Series 18.
6 O9 M) V( z: ]2 b- O. |8 jVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
u, Q+ b2 I2 VSeries 19 will not be entitled as such to receive notice of, attend, or vote at,% \3 n( x$ Q) c# M! b
any meeting of the shareholders of the Bank unless and until the first time at% _: h& Z. L6 m% F8 Z" z
which the Board of Directors has not declared the whole dividend on the; G, R3 I' h5 l+ }1 E4 C7 ^6 C
Preferred Shares Series 19 in any quarter. In that event, subject as
4 \$ ?8 i1 @' ?$ ~hereinafter provided, the holders of Preferred Shares Series 19 will be# S9 H4 j2 z/ B2 l9 b5 S& A
entitled to receive notice of, and to attend, meetings of shareholders at which
# m$ b* i) e7 i# T, z$ Bdirectors of the Bank are to be elected and will be entitled to one vote for' d+ L6 @9 s- I# j5 A
each Preferred Share Series 19 held. The voting rights of the holders of the
, t; H4 ]/ `6 x0 UPreferred Shares Series 19 will forthwith cease upon payment by the Bank of* y) _6 y8 F/ V) `- _
the first dividend on the Preferred Shares Series 19 to which the holders are
( O8 U# h \5 I5 v4 U4 Bentitled thereunder subsequent to the time such voting rights first arose until
7 s. W' ]3 @$ X6 ]) n% {4 fsuch time as the Bank may again fail to declare the whole dividend on the
# P0 h, u! `4 b3 P/ W- w2 f2 sPreferred Shares Series 19 in respect of any quarter, in which event such- y R6 u! w# I1 N* z
voting rights will become effective again and so on from time to time.! f) Y% ^/ p* R# d* o3 X1 O Z
S-6$ f: c- d( R3 A* k# u% g1 X
Priority: The preferred shares of each series of the Bank will rank on a parity with! F l$ ^8 D# f, e
every other series and are entitled to preference over the common shares of
9 v) A6 L4 T2 F; `the Bank and over any other shares of the Bank ranking junior to the
, T& |3 T/ O# @% ?7 M1 Npreferred shares with respect to the payment of dividends and upon any
3 W4 M3 V! ]7 I9 m9 y( A Edistribution of assets in the event of the liquidation, dissolution or
1 ^! K5 l! D x6 Uwinding-up of the Bank.
' A" r: f' v7 W) ?6 R1 A- X% iTax on Preferred Share The Bank will elect, in the manner and within the time provided under% g" w+ k; p: R: N% h) N% D
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares; w& F& q4 c+ O) V9 \: a3 C* g5 |3 y% E
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
0 Q0 c$ B& J0 {) o. C* D# tdividends received on such shares under Part IV.1 of such Act. |
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