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发表于 2008-11-29 16:58
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下面是BMO的:6 E# H: ?# H3 O5 t# ]
SUMMARY OF THE OFFERING
- y8 y0 c' N* z2 I" F" XThis 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’’.. x$ @% K: j' `6 t5 k. m/ |
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
d9 x* H/ `) K6 cAmount: $150,000,000 (6,000,000 shares).$ x; S5 f& i& @% b. d" n* Y
Price and Yield: $25.00 per share to yield initially 6.50% per annum.# [ S- u& |+ Z9 |4 [
Principal Characteristics of the Preferred Shares Series 18
; D, G+ t ?4 r# _! v ]Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed9 g3 B& t _$ J
non-cumulative preferential cash dividends, as and when declared by the; y) Y B: ]4 E5 D( k
Board of Directors, subject to the provisions of the Bank Act, for the initial
4 P& d2 X+ z' v) d/ R; cperiod commencing on the closing date and ending on and including
* h% S1 E2 H6 z: O5 RFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the7 C1 X3 Z; `, | @- F
25th day of February, May, August and November in each year, at a rate
+ p! F, A/ H3 Q+ N9 p! h0 Oequal to $0.40625 per share. The initial dividend, if declared, will be payable7 C% I" ?$ w+ o6 n
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing- c: p1 H- N( @: m0 O1 _
date of December 11, 2008.
7 }* b: Y/ j8 Z, e! |For each five-year period after the Initial Fixed Rate Period (each, a
+ O( I' e& _$ Z; I [‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares8 O) B w6 M7 w1 u r; O- g
Series 18 will be entitled to receive fixed non-cumulative preferential cash" J. `! r1 ]2 |# M' ~
dividends, as and when declared by the Board of Directors, subject to the
2 R. Z0 A3 ?+ oprovisions of the Bank Act, payable quarterly on the 25th day of February,
% {5 g* @% J, V% |: Y9 x' zMay, August and November in each year, in the amount per share per annum" }, r* |. k9 I' u, u
determined by multiplying the Annual Fixed Dividend Rate applicable to+ T8 l8 G+ O, h1 }
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend* A B6 v, X0 @& X& P% C8 {$ r
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
* u9 `# O- K( x: `Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day1 P) B& G+ v% n1 T- X. n
of such Subsequent Fixed Rate Period and will be equal to the sum of the2 [5 v) J9 O" X* d# R1 b
Government of Canada Yield on the applicable Fixed Rate Calculation Date
- m& i5 U/ A5 S. nplus 3.83%.: Z: s7 b9 O9 k H
If the Board of Directors does not declare a dividend, or any part thereof, on
/ ~3 \; r9 x. Z# x. ]) g( Kthe Preferred Shares Series 18 on or before the dividend payment date for a
3 s; j& d k. w/ Nparticular quarter, then the entitlement of the holders of the Preferred/ ]$ L7 Y$ k0 M& o
Shares Series 18 to receive such dividend, or to any part thereof, for such# S9 \3 X3 v+ A( ~! N1 M# b
quarter will be forever extinguished./ }! [! o4 h2 Y* s
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
' H, Y, u! G# t4 q7 DSuperintendent and to the provisions described below under ‘‘Details of the
$ n. z6 ?! x* p: bOffering — Certain Provisions of the Preferred Shares Series 18 as a4 ?* y. M* W+ O& C
Series — Restrictions on Dividends and Retirement of Shares’’, on
- X, |9 ^6 s; v! D' P- ZFebruary 25, 2014 and on February 25 every five years thereafter, on not1 |7 H' c: B' ~; @! D5 f
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any7 O, ^/ X. P" h0 [- Z
part of the then outstanding Preferred Shares Series 18, at the Bank’s option Z k* V$ }, o- i* y# X- G8 B
without the consent of the holder, by the payment of an amount in cash for
& E- R" } }" ]$ ceach such share so redeemed of $25.00 together with all declared and unpaid
. K. y) {% P+ F0 A! z% O. k" Zdividends to the date fixed for redemption.% e; K$ W- W$ |# p. n) `" \4 K1 j; k/ o
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic( M2 R' _ y: L. c8 d
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have. ] G8 m! m6 j5 X$ W: H1 R8 K4 |" R
the right, at their option, to convert, on February 25, 2014 and on
+ K8 n3 a& N/ C! O' y+ BS-4" Q; z5 u2 `% ?
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any5 Z7 t! m' ^ u( D
or all of their Preferred Shares Series 18 into an equal number of Preferred
5 }0 Q, R! z: l: R' t( B: P, OShares Series 19 upon giving to the Bank notice thereof not earlier than5 w0 G& `0 b7 I& M, m+ g. D
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
3 b: ]/ H4 S, f Cpreceding, a Series 18 Conversion Date.( e- G0 y% `/ l% w9 o: v' k C
Automatic Conversion If the Bank determines, after having taken into account all shares tendered" F d: S% [$ ~/ @7 J
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares! J( B: \; c' W H6 J- A ~( H
Series 19, as the case may be, that there would be outstanding on such
" ^; g Q0 e T/ E) XSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
5 L& A& q0 ^5 B( E% Y" xsuch remaining number of Preferred Shares Series 18 will automatically be
4 R! ~ B; _6 m$ E' N: Zconverted on such Series 18 Conversion Date into an equal number of
4 D* R% W, D; ~' x4 _Preferred Shares Series 19. Additionally, if the Bank determines that, after
, E$ @. U1 h) j: s4 u, ?: aconversion, there would be outstanding on such Series 18 Conversion Date% n4 B0 J! a% z
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares9 S5 M& R6 q f; k9 w
Series 18 will be converted into Preferred Shares Series 19.
A# }; {% G$ _0 X: ]Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares2 F9 ~7 q( R) W: n. E1 u: o
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
. H5 f$ N; }; \) [ y iany meeting of the shareholders of the Bank unless and until the first time at6 E/ \8 Y& Q# r, S/ b3 z
which the Board of Directors has not declared the whole dividend on the
4 |: O! c5 j5 O [% s0 {. gPreferred Shares Series 18 in any quarter. In that event, subject as
% d+ p- N; a& K' vhereinafter provided, the holders of Preferred Shares Series 18 will be
$ x/ e- D) Z& M: [3 d( Nentitled to receive notice of, and to attend, meetings of shareholders at which
! C* l, K8 d5 m6 M, {3 {directors of the Bank are to be elected and will be entitled to one vote for
. \( F2 `, |# Z, neach Preferred Share Series 18 held. The voting rights of the holders of the
! r4 J1 p5 q% S* A) c, DPreferred Shares Series 18 will forthwith cease upon payment by the Bank of) E1 ]) Y: S: I. v t/ c5 C) s
the first dividend on the Preferred Shares Series 18 to which the holders are
# F f& L1 S# y) `/ J7 {0 a, b! qentitled thereunder subsequent to the time such voting rights first arose until
* O: j% t8 H4 U1 v6 r! {7 Qsuch time as the Bank may again fail to declare the whole dividend on the3 V/ O. p; O; e4 m N, h5 @0 ?
Preferred Shares Series 18 in respect of any quarter, in which event such
5 n8 Y- b4 {/ w+ q/ k& Y# p/ Gvoting rights will become effective again and so on from time to time.3 f; D1 r2 C Q
Principal Characteristics of the Preferred Shares Series 19
$ P5 _3 c% q- G; UDividends: The holders of the Preferred Shares Series 19 will be entitled to receive- @6 F+ Q2 D* J6 w
floating rate non-cumulative preferential cash dividends, as and when8 R4 Y$ ]) O" H4 K% ^
declared by the Board of Directors, subject to the provisions of the Bank Act,- J5 R" O- J+ E! E* U
payable quarterly on the 25th day of February, May, August and November' Q" F0 T! B- _* `, N `
in each year, in the amount per share determined by multiplying the
4 V( ?3 z. g2 D, ]applicable Quarterly Floating Dividend Rate by $25.00.
0 W1 n5 d7 V- w/ V1 @7 [# AOn the 30th day prior to the commencement of the initial quarterly dividend
6 d7 M$ u! T nperiod beginning on February 25, 2014, and on the 30th day prior to the first
& F$ {- N4 Q! |day of each subsequent quarterly dividend period (the initial quarterly
4 c# N0 z: L$ Q" o( n( n* vdividend period and each subsequent quarterly dividend period is referred to
4 I# `4 r6 z4 G) _" V! A0 y1 [as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the7 R6 Z( \+ g6 x+ Y
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate8 P" h0 s' p9 G- Q# S
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
0 a+ x/ w) O) O. R) p, QT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
2 i, ]8 m' r; i4 Xelapsed in the applicable Quarterly Floating Rate Period divided by 365)- F0 [ k( u2 D, V7 L
determined on the 30th day prior to the first day of the applicable Quarterly
: w8 g, s: p. ^Floating Rate Period. H+ [% u2 Z x8 R
S-5" `7 `; o; }- C! _
If the Board of Directors does not declare a dividend, or any part thereof, on
; }! I! c; n, Jthe Preferred Shares Series 19 on or before the dividend payment date for a
2 N: o" x( i. V" d) b9 K6 Zparticular quarter, then the entitlement of the holders of the Preferred
* W% A" Z) R4 E1 Y% ?/ i4 h' |) vShares Series 19 to receive such dividend, or to any part thereof, for such
3 B/ {2 f8 N: l0 t6 Rquarter will be forever extinguished.1 ?, L* Q( `# z. ]. F6 B5 J
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
1 n5 I/ m9 ?6 }3 ^/ bSuperintendent and to the provisions described below under the heading- T$ A L/ c9 r0 Z/ }. B5 S0 ]
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
9 W: D1 G/ P) s- W/ dSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
. A. { ^# i2 a2 h K% D/ x" uon not more than 60 nor less than 30 days’ notice, the Bank may redeem all+ Y6 K% f/ t& V( G2 A# {$ z# [
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
% K& z. J- ^9 M( \4 loption without the consent of the holder, by the payment of an amount in7 H2 j: r; u$ t
cash for each such share so redeemed of (i) $25.00 together with all declared
- j/ w1 u; }- ^# Oand unpaid dividends to the date fixed for redemption in the case of+ _/ U; n2 Z. ^5 `+ Y0 I+ Z
redemptions on February 25, 2019 and on February 25 every five years2 U" a; k! L3 g' j7 L/ l
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
( T J0 z7 |2 C6 W( _/ h# r7 qthe date fixed for redemption in the case of redemptions on any other date
3 I5 i! P) J1 lon or after February 25, 2014.
: k9 N7 l6 C* w# f$ @Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic9 B5 m& a l- r- n# @% Y
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
9 k' ^2 I! o2 i! u" \the right, at their option, to convert, on February 25, 2019 and on
2 [' q# n1 d. VFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
3 B) n2 z& k" p$ @or all of their Preferred Shares Series 19 into an equal number of Preferred- v6 g, m" ^4 @; J2 M
Shares Series 18 upon giving to the Bank written notice thereof not earlier
7 L8 L( D/ x0 M, O1 r% Ethan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the- t7 k& U( S2 ?1 s
15th day preceding, a Series 19 Conversion Date.
) X- N* | {* m. ~2 J. B' _5 HAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
) t! U8 m0 q2 R% iProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
" ^" B; o! G) u7 A7 l$ _5 HSeries 18, as the case may be, that there would be outstanding on such& ^2 W+ G4 n3 K. f
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
' _, X5 t: @9 f! U4 u; e. ^4 Q8 Wsuch remaining number of Preferred Shares Series 19 will automatically be( _. ], y* m. {/ i
converted on such Series 19 Conversion Date into an equal number of( l3 S4 ?, n# [
Preferred Shares Series 18. Additionally, if the Bank determines that, after
( p4 A+ U2 R! R- s" {5 ` _conversion, there would be outstanding on such Series 19 Conversion Date* w7 @) ]$ `' f0 s5 z; e$ b
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares) B, x- K4 ?( t3 a2 V# C) d
Series 19 will be converted into Preferred Shares Series 18.
3 X6 O _! S# P+ O( ~" W: LVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares4 l$ ?+ d5 T/ Q' j' B
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
& {: ~0 r0 h% Wany meeting of the shareholders of the Bank unless and until the first time at
) T1 q+ l m8 W, e- g, Awhich the Board of Directors has not declared the whole dividend on the! v0 `+ a# l: ?" Y) U H+ y
Preferred Shares Series 19 in any quarter. In that event, subject as" j W k# Y* {7 ?
hereinafter provided, the holders of Preferred Shares Series 19 will be
7 A) a& W8 D% R& ^ xentitled to receive notice of, and to attend, meetings of shareholders at which
! x B! Q8 }" P udirectors of the Bank are to be elected and will be entitled to one vote for& \# X7 x+ @5 L/ j/ \+ t* d
each Preferred Share Series 19 held. The voting rights of the holders of the
, s2 p, Y# W8 ?0 ]0 wPreferred Shares Series 19 will forthwith cease upon payment by the Bank of1 ]( h0 e0 t1 ]& r7 m* ?
the first dividend on the Preferred Shares Series 19 to which the holders are& T0 B7 G9 t, D* t8 D( t; a
entitled thereunder subsequent to the time such voting rights first arose until
. w8 a8 i& a& J+ g' K0 Tsuch time as the Bank may again fail to declare the whole dividend on the
3 A9 [+ C4 Y m2 pPreferred Shares Series 19 in respect of any quarter, in which event such( |0 p. H7 N, W* E6 o( C
voting rights will become effective again and so on from time to time.+ }) r* _3 ?$ E" L. L! w
S-6: R3 I8 C5 [) g6 T( G2 `6 s" B# X
Priority: The preferred shares of each series of the Bank will rank on a parity with
1 y. Y: e, v6 q( E& y2 L- r# ievery other series and are entitled to preference over the common shares of
* P8 R% a+ k4 |the Bank and over any other shares of the Bank ranking junior to the6 [* i* X# d2 @ U* C" `7 h
preferred shares with respect to the payment of dividends and upon any
- F% ~2 J8 M3 {3 o" bdistribution of assets in the event of the liquidation, dissolution or, o! D: E7 b( N" e
winding-up of the Bank.
6 b( {2 l/ i) P! J- QTax on Preferred Share The Bank will elect, in the manner and within the time provided under0 M7 l8 q: J, A. z4 G7 a5 Z
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
8 z3 d' ^& T( Z* ?$ b+ t0 l( uSeries 18 and Preferred Shares Series 19 will not be required to pay tax on/ i2 p9 f. W, D2 p# a0 ^7 m6 _
dividends received on such shares under Part IV.1 of such Act. |
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