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发表于 2008-11-29 16:58
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下面是BMO的:5 @; t+ z$ d5 ?$ y9 H
SUMMARY OF THE OFFERING' \7 v0 |& Q$ S
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’’.
2 _) p% Z2 c1 S# mIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.) f, Z; Z' l8 ]: w3 H3 f& V0 s
Amount: $150,000,000 (6,000,000 shares). c* P4 X2 H1 v1 S$ y+ u: R( e2 q
Price and Yield: $25.00 per share to yield initially 6.50% per annum.( N" G2 {* G- U) n; q% c3 O4 O
Principal Characteristics of the Preferred Shares Series 18
& a; B& Y* \8 G: R/ |8 o8 H' SDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed4 e L" l# Y0 D9 g
non-cumulative preferential cash dividends, as and when declared by the* T# \- w4 @. M9 `' N
Board of Directors, subject to the provisions of the Bank Act, for the initial
; Z. s! L6 E/ d1 bperiod commencing on the closing date and ending on and including% z! ]1 }* Z$ B& a& Y" W9 q' Y8 Q
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
) Y/ N8 y& D6 ]8 {25th day of February, May, August and November in each year, at a rate
: ^2 F5 z1 z" q' U0 J2 h! Gequal to $0.40625 per share. The initial dividend, if declared, will be payable- n" i7 o* k. | H: j+ `, d. l
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
, d9 l9 W7 @0 M( A% i. T5 ^% Z8 gdate of December 11, 2008., X2 I2 U0 @1 n; I) t1 _9 T
For each five-year period after the Initial Fixed Rate Period (each, a J8 z6 R; Q8 f7 u' t
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
" w! {2 w, e: H O7 g5 k( jSeries 18 will be entitled to receive fixed non-cumulative preferential cash/ k$ q2 Z2 z1 p' ^; n6 B
dividends, as and when declared by the Board of Directors, subject to the" [% f% h7 c# F/ u# |4 G* X
provisions of the Bank Act, payable quarterly on the 25th day of February,1 e* Z6 K3 V7 z9 S( }. f- d
May, August and November in each year, in the amount per share per annum
6 |, F8 x% Z I/ g( v% U6 }( Ndetermined by multiplying the Annual Fixed Dividend Rate applicable to/ f8 L3 O) _& V6 q# @5 H$ G- A
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend1 D, L! I- {3 I) U) {- e, e
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
& b1 D) K6 {! H9 \* Y2 K" |; [% {Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day+ |" _. D2 k. M, A; X& g
of such Subsequent Fixed Rate Period and will be equal to the sum of the
2 g; H) ?' y. {3 e+ o1 AGovernment of Canada Yield on the applicable Fixed Rate Calculation Date2 h8 _! B; j; R+ f$ n* F
plus 3.83%. g6 s* e6 U6 i4 R% V
If the Board of Directors does not declare a dividend, or any part thereof, on
7 j& @% X: `0 wthe Preferred Shares Series 18 on or before the dividend payment date for a
* P. c3 }, t8 L* ]4 kparticular quarter, then the entitlement of the holders of the Preferred
" q* M, @5 \) c a1 iShares Series 18 to receive such dividend, or to any part thereof, for such
# h9 ]$ J; y& Y/ V( b8 b/ W$ m$ m& ^0 v# yquarter will be forever extinguished.+ Q0 R# ~ V' q* E9 r
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the% y& {4 L+ e; A* t o* J3 O8 ~: a
Superintendent and to the provisions described below under ‘‘Details of the' b! t2 }$ a) ~9 z$ B' N8 z5 R
Offering — Certain Provisions of the Preferred Shares Series 18 as a
1 k! O. W d/ Z4 e/ [* rSeries — Restrictions on Dividends and Retirement of Shares’’, on
* _5 N& z7 o/ h7 x( t: gFebruary 25, 2014 and on February 25 every five years thereafter, on not1 w C& U( [( F
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
2 q1 n5 V' ]" n. @' P) D$ hpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
1 o; [. Y w6 b7 C9 v7 D# bwithout the consent of the holder, by the payment of an amount in cash for9 k; D: C) B9 [* Q
each such share so redeemed of $25.00 together with all declared and unpaid! Q! a# @6 }0 [1 L+ f/ G' H8 d' q) y9 }( E
dividends to the date fixed for redemption.! k% g% z2 z6 h+ h5 h
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic2 W, {4 X, V8 p1 x
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have" p; F9 S: n/ s
the right, at their option, to convert, on February 25, 2014 and on% @% E* H8 |1 y# X7 M. B
S-4% [" N1 U( Z( K& V9 O a' Z
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
2 C1 T, w9 ?3 i0 aor all of their Preferred Shares Series 18 into an equal number of Preferred
7 V$ _6 F2 p r9 zShares Series 19 upon giving to the Bank notice thereof not earlier than* ]2 b' Q, U& ?) F
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
3 K, o1 X1 B/ r* p) ipreceding, a Series 18 Conversion Date.6 d9 Q _% f3 [1 {/ m
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
0 c" o5 \& W& {8 P# j4 {" h) q2 D% nProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares) S4 \6 s9 J1 |8 f" w. x
Series 19, as the case may be, that there would be outstanding on such
" b3 F4 M; ^1 `% l$ USeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,9 [ g8 Z; \4 V, _4 q: G2 T* M3 G
such remaining number of Preferred Shares Series 18 will automatically be* \: `. r. {1 Y" k9 s# @4 n5 e6 u
converted on such Series 18 Conversion Date into an equal number of
; g& O2 y+ I/ J0 U% r2 yPreferred Shares Series 19. Additionally, if the Bank determines that, after( ?2 P! S/ J, g0 D. N2 @
conversion, there would be outstanding on such Series 18 Conversion Date* p- v' v6 K% v2 M G
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
3 X4 U* V, n0 @2 ^/ PSeries 18 will be converted into Preferred Shares Series 19.
6 C f* K, t" @ P, {Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares4 _( e S5 @1 l7 x
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
7 L" n7 @0 k7 T1 B3 i. h: rany meeting of the shareholders of the Bank unless and until the first time at
9 P4 ~: }! ~2 a4 @7 N( I F3 _/ Lwhich the Board of Directors has not declared the whole dividend on the
! D1 Y8 x) m$ D7 t% g' o7 K/ ^Preferred Shares Series 18 in any quarter. In that event, subject as. D3 `4 q5 d* t! N
hereinafter provided, the holders of Preferred Shares Series 18 will be
6 @$ B" }. {; m% o) D0 {* Wentitled to receive notice of, and to attend, meetings of shareholders at which
4 A+ H+ @! [7 Q2 W& s1 c( Xdirectors of the Bank are to be elected and will be entitled to one vote for, C/ o# e5 S7 A6 y5 p$ Z! r
each Preferred Share Series 18 held. The voting rights of the holders of the1 H/ \8 B& L0 S3 t
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
1 q# S3 q! H4 U7 m! @2 E5 }the first dividend on the Preferred Shares Series 18 to which the holders are( [' F7 x8 G; z7 _
entitled thereunder subsequent to the time such voting rights first arose until; q {) u* K6 T" G7 p
such time as the Bank may again fail to declare the whole dividend on the
- R8 N; Z8 n0 G5 S* L4 C6 xPreferred Shares Series 18 in respect of any quarter, in which event such
- Y( Z$ O8 z2 ^9 O; Q4 @voting rights will become effective again and so on from time to time.
5 k, B* F6 G. \6 {0 u yPrincipal Characteristics of the Preferred Shares Series 19% W/ G- G+ `7 }; v7 M4 @
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive) }% e7 y j4 u6 W5 z! t# ?
floating rate non-cumulative preferential cash dividends, as and when6 C K& o- f I7 ]
declared by the Board of Directors, subject to the provisions of the Bank Act,* Q( F0 r p# D" l: s! P1 C& v
payable quarterly on the 25th day of February, May, August and November
! \" J7 z3 q0 D4 }( Q! ]! S6 Zin each year, in the amount per share determined by multiplying the
. O6 A* K4 R. Zapplicable Quarterly Floating Dividend Rate by $25.00.
0 v7 r( m) R# w$ `On the 30th day prior to the commencement of the initial quarterly dividend
0 T5 S3 K- j. U& R6 }$ A2 T# c: Cperiod beginning on February 25, 2014, and on the 30th day prior to the first
; e8 M* L8 p2 q" A, k: k" Uday of each subsequent quarterly dividend period (the initial quarterly# X) p' A: Y, A" u! o
dividend period and each subsequent quarterly dividend period is referred to
$ w5 r; u; v; `. u, tas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the, h6 j& a9 p! ?# O7 V: p0 L
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate, P1 B' t e: h/ j
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the- W+ d" l- Q% {( a! g# h6 h" a
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
3 x C$ h! u0 X. b$ }$ ^% Eelapsed in the applicable Quarterly Floating Rate Period divided by 365)
4 b/ x. S, w, y! ydetermined on the 30th day prior to the first day of the applicable Quarterly
8 r8 t f# s* e/ B, j9 O: e. @5 h; _Floating Rate Period.
& N: S* [/ G6 tS-5
# x4 c+ Y3 L# M# _ g4 uIf the Board of Directors does not declare a dividend, or any part thereof, on
3 ?& O9 X+ q1 B) c, Qthe Preferred Shares Series 19 on or before the dividend payment date for a8 T. z: y0 {" t% ^, |
particular quarter, then the entitlement of the holders of the Preferred
) E8 w2 V# t* h( ]+ NShares Series 19 to receive such dividend, or to any part thereof, for such# a1 G R, Y) D. n# J4 D4 r
quarter will be forever extinguished.
4 a: k$ [! j% T" ]; ~Redemption: Subject to the provisions of the Bank Act and to the prior consent of the- u% t( c3 B. q: M/ N$ W
Superintendent and to the provisions described below under the heading" a9 q0 S3 W5 ^1 z5 {. O" M
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
! V4 w8 ^ l! o r' P, p6 I1 sSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
+ A q. u/ _" Y/ |5 L7 q6 Q" G. [4 hon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
( ]9 p) o! m& ~1 Aor any part of the then outstanding Preferred Shares Series 19, at the Bank’s4 l0 U6 e& m% P- Q a
option without the consent of the holder, by the payment of an amount in
1 V' z! C9 H- Tcash for each such share so redeemed of (i) $25.00 together with all declared
! \- m) V' T6 X4 u- jand unpaid dividends to the date fixed for redemption in the case of
$ F+ A, v9 F7 mredemptions on February 25, 2019 and on February 25 every five years
0 i( Y5 p, {* k% }thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
) J9 |3 Z. K) F" ythe date fixed for redemption in the case of redemptions on any other date- ]8 W) A8 G9 w) Q
on or after February 25, 2014.% v" @( Y' p; Y6 J r" Q( [
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
( E2 Z5 L+ x! d `Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
: L1 Z! ^# M( B/ y# Uthe right, at their option, to convert, on February 25, 2019 and on
1 _1 c8 H. ]" {9 }February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any5 d! M0 y: J) U/ I
or all of their Preferred Shares Series 19 into an equal number of Preferred
( m* z& p7 \, v8 R% ^0 HShares Series 18 upon giving to the Bank written notice thereof not earlier
3 m# v p: \" G6 G! H' Wthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
4 S9 W& Z/ o# s6 p8 Q15th day preceding, a Series 19 Conversion Date.$ x- V/ c/ n/ g4 j( m \( D" t
Automatic Conversion If the Bank determines, after having taken into account all shares tendered' o ^2 {1 M/ a5 Q
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
2 r5 D0 n! j5 s- |: ZSeries 18, as the case may be, that there would be outstanding on such
/ [: Y% h7 j1 I; D0 J$ ISeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
2 J; {9 d2 W+ U2 `1 y5 I$ j9 Hsuch remaining number of Preferred Shares Series 19 will automatically be& Y: S) ^' `" } X* d2 t( S
converted on such Series 19 Conversion Date into an equal number of2 D! N/ m+ \* K2 P9 Q4 ^/ D& e
Preferred Shares Series 18. Additionally, if the Bank determines that, after3 y( u1 F8 `/ G+ a) D# \4 g
conversion, there would be outstanding on such Series 19 Conversion Date$ U7 M$ s! g T
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares* n* e" y6 [$ J: C, f9 S* Y6 T
Series 19 will be converted into Preferred Shares Series 18.2 P* ?- q/ a; H
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
) t$ \& {! ^" ?Series 19 will not be entitled as such to receive notice of, attend, or vote at,( U; q! q, O/ k; G, j3 _3 v
any meeting of the shareholders of the Bank unless and until the first time at
, r6 _' `. ~% Y6 zwhich the Board of Directors has not declared the whole dividend on the5 y1 y! U4 k. u2 X$ }. }
Preferred Shares Series 19 in any quarter. In that event, subject as4 ?7 M9 Q0 B' G7 S# \
hereinafter provided, the holders of Preferred Shares Series 19 will be* _( l! k4 U3 @, h: V
entitled to receive notice of, and to attend, meetings of shareholders at which! D/ Z; ?# t1 r' k1 }5 E5 k
directors of the Bank are to be elected and will be entitled to one vote for! ~# O+ h" [9 v! L) r1 ]4 P
each Preferred Share Series 19 held. The voting rights of the holders of the
; A. `/ e: N A$ f1 u: {: C4 RPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
" i9 E e; X% t9 d+ d jthe first dividend on the Preferred Shares Series 19 to which the holders are3 a' R* g# u6 U2 G0 {
entitled thereunder subsequent to the time such voting rights first arose until1 a- _/ C# k3 r" R
such time as the Bank may again fail to declare the whole dividend on the# s7 B# {, W& B ~+ {& K6 J7 Y
Preferred Shares Series 19 in respect of any quarter, in which event such% U% U0 H, q( {
voting rights will become effective again and so on from time to time.7 W' B Y5 O$ ?; M/ {+ M
S-6
) z( N7 F0 i7 S# o5 _* U# m6 Z; KPriority: The preferred shares of each series of the Bank will rank on a parity with# U' w7 J) i( F+ N, C
every other series and are entitled to preference over the common shares of8 L9 S, W2 [2 G' v, @6 Z1 D
the Bank and over any other shares of the Bank ranking junior to the! z/ X C" C: S! A. ?, P/ \
preferred shares with respect to the payment of dividends and upon any
& ?" j: i' z3 @3 g2 N3 P# ddistribution of assets in the event of the liquidation, dissolution or: F8 Q3 L: [$ L& h5 `1 k0 e
winding-up of the Bank.# f" X v9 p6 Z2 |. P& q
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under# D- S! d8 @& U4 h' [
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares( _2 f3 s5 c8 a& P0 S5 y
Series 18 and Preferred Shares Series 19 will not be required to pay tax on; A7 e! X1 ?/ s. t6 m
dividends received on such shares under Part IV.1 of such Act. |
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