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发表于 2008-11-29 16:58
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下面是BMO的:* w3 G4 L1 V8 [2 r! Y
SUMMARY OF THE OFFERING& v; J6 I) Y" q+ X
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 R- g e& u* k& A0 j6 VIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.7 U) w; T( y- N
Amount: $150,000,000 (6,000,000 shares).3 i( k" H% z" j' D
Price and Yield: $25.00 per share to yield initially 6.50% per annum.8 l4 S8 ~& l0 n& s3 s8 l3 v
Principal Characteristics of the Preferred Shares Series 18
+ W: ?* E/ T ^* E8 b& fDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
S9 z/ _' r: gnon-cumulative preferential cash dividends, as and when declared by the
! y" n0 z8 w4 z B3 \- ~Board of Directors, subject to the provisions of the Bank Act, for the initial
4 x9 [8 _5 w! ]1 K. Dperiod commencing on the closing date and ending on and including
; D8 `" G7 Q3 K7 N |6 T# n' gFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
/ N1 N7 W; J5 L" v6 F3 K25th day of February, May, August and November in each year, at a rate8 d; ?% t* Y& x" g. d- T& ?
equal to $0.40625 per share. The initial dividend, if declared, will be payable& x5 c9 `' J6 ^+ H, l. ]5 ]
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
9 z) X. j7 d* Q; B5 idate of December 11, 2008.
5 Y! a/ c. T& W$ W1 }For each five-year period after the Initial Fixed Rate Period (each, a) ]# ?. f" Q1 M. O3 ?" b, Y
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares" ?' E$ S. R5 U# a4 f( T& L1 ]3 i
Series 18 will be entitled to receive fixed non-cumulative preferential cash
5 ]% u1 z6 c: w. N* ?dividends, as and when declared by the Board of Directors, subject to the
+ a6 ^2 s, |# a& _' Qprovisions of the Bank Act, payable quarterly on the 25th day of February,
" s5 j5 D7 L6 ?; l2 @3 s7 ]# RMay, August and November in each year, in the amount per share per annum
$ d, v. ?6 P% tdetermined by multiplying the Annual Fixed Dividend Rate applicable to
( \, s' l3 v" U ]3 p' l* F j# rsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend+ j& c% T" e# }) [
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the+ a' e' h, G7 ~
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
1 y$ m) T- p+ A$ V2 m, ]0 U% rof such Subsequent Fixed Rate Period and will be equal to the sum of the5 O6 ]" `2 J# @" b
Government of Canada Yield on the applicable Fixed Rate Calculation Date2 ~( v; Z/ q1 r9 ?$ y3 a# c
plus 3.83%.
! b/ u( K% {' c2 H* EIf the Board of Directors does not declare a dividend, or any part thereof, on
7 B: P6 ^- z5 t" f# q# e# U) `the Preferred Shares Series 18 on or before the dividend payment date for a
@; i0 N/ g; c$ ?' x3 y9 q3 Kparticular quarter, then the entitlement of the holders of the Preferred# G( \1 }: }' I( j
Shares Series 18 to receive such dividend, or to any part thereof, for such" F3 }; ~$ ^$ O+ ~. t
quarter will be forever extinguished.
5 I/ ^0 O; C! k, YRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
" |! B& O! o0 |Superintendent and to the provisions described below under ‘‘Details of the( u( n' D/ z/ V
Offering — Certain Provisions of the Preferred Shares Series 18 as a- T$ `! U) ]+ x/ f$ B% ]
Series — Restrictions on Dividends and Retirement of Shares’’, on
* i G; E, Y% B! G# dFebruary 25, 2014 and on February 25 every five years thereafter, on not
: B9 L- P6 f6 C8 L+ kmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any# a% c `2 l# `% Q: s$ q) i1 e
part of the then outstanding Preferred Shares Series 18, at the Bank’s option% V1 t: D1 ]- r/ m: ~6 L5 q; ^* O
without the consent of the holder, by the payment of an amount in cash for- w0 Z) B1 r+ l
each such share so redeemed of $25.00 together with all declared and unpaid/ I- K1 ~2 O, d+ [. y& s1 O0 t% }
dividends to the date fixed for redemption.
! h& D! ?0 [) t/ AConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
^) @+ Q2 K( C* TShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have4 z# P( |8 W# U
the right, at their option, to convert, on February 25, 2014 and on3 U! b# I; }7 f- p* F
S-4
! b0 H; D$ D' z0 O) M. `February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any& Y: \# z% l7 ^; ]( b7 Z" |
or all of their Preferred Shares Series 18 into an equal number of Preferred
; g, K: O! L$ X9 I( Y9 W/ Z9 b9 CShares Series 19 upon giving to the Bank notice thereof not earlier than8 B! I$ ]4 X3 z
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day, b) n' R. t; v/ U, z
preceding, a Series 18 Conversion Date.- e G2 m& u0 c) f- |7 s2 }
Automatic Conversion If the Bank determines, after having taken into account all shares tendered6 U6 K% Z! W: A
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
! B' @ y8 Y3 L3 S1 cSeries 19, as the case may be, that there would be outstanding on such
6 c( l( ?/ v* A% MSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
+ [7 F9 u8 q/ v6 c" r0 v( Bsuch remaining number of Preferred Shares Series 18 will automatically be
- ^1 J: X4 @9 ~* econverted on such Series 18 Conversion Date into an equal number of
( V/ O8 v% ~6 h- { z" OPreferred Shares Series 19. Additionally, if the Bank determines that, after
% {& l P4 `" ~; N* n- |conversion, there would be outstanding on such Series 18 Conversion Date3 M e8 j0 \; R* P! J7 S: k
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
0 @( ~7 Z- C( v& {% k" U" [/ q( F3 cSeries 18 will be converted into Preferred Shares Series 19.( j9 }$ N1 J" [% d! D
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
7 d e7 q: g5 f6 |9 }; Z4 pSeries 18 will not be entitled as such to receive notice of, attend, or vote at,5 ^. ?' |; D7 O7 C- t
any meeting of the shareholders of the Bank unless and until the first time at" n: `' @* i. N$ [) y! ^4 M' L
which the Board of Directors has not declared the whole dividend on the
" M0 x4 L# ]/ i/ r, H8 K* l! m, YPreferred Shares Series 18 in any quarter. In that event, subject as
% { ?; x! G$ @1 O* T3 A' Xhereinafter provided, the holders of Preferred Shares Series 18 will be. y- `; }0 x2 ^1 p/ V8 n, u5 _
entitled to receive notice of, and to attend, meetings of shareholders at which
$ U0 q* s0 L0 b! D: Odirectors of the Bank are to be elected and will be entitled to one vote for
! _, B1 I, h1 M6 w0 u; V" @each Preferred Share Series 18 held. The voting rights of the holders of the
+ i( ~" {$ R. i/ e) NPreferred Shares Series 18 will forthwith cease upon payment by the Bank of% x4 \5 F; h- n: O, ]0 `# P/ u/ |) c
the first dividend on the Preferred Shares Series 18 to which the holders are
# k7 _% b! L) t0 C: o3 sentitled thereunder subsequent to the time such voting rights first arose until Y: m0 w r8 l* h8 w
such time as the Bank may again fail to declare the whole dividend on the+ E) D/ E+ Y6 F3 ^: t/ h
Preferred Shares Series 18 in respect of any quarter, in which event such
' u3 D* N @$ _, O1 \voting rights will become effective again and so on from time to time.7 A, G o; Z- t+ R m
Principal Characteristics of the Preferred Shares Series 19
9 a$ k- x0 u5 m- f9 o0 R+ y8 WDividends: The holders of the Preferred Shares Series 19 will be entitled to receive! j2 ~$ x [( s }. P7 S% R
floating rate non-cumulative preferential cash dividends, as and when
+ P, n" v& N9 h% Pdeclared by the Board of Directors, subject to the provisions of the Bank Act,
4 m4 o! ^3 a7 D7 l, n2 Bpayable quarterly on the 25th day of February, May, August and November
; H( R5 s0 W/ ]/ w# E+ c0 Tin each year, in the amount per share determined by multiplying the
( z0 f+ Z: R- \& B6 E/ D, D) `8 fapplicable Quarterly Floating Dividend Rate by $25.00.
) R$ R. p0 C1 m) t, c" COn the 30th day prior to the commencement of the initial quarterly dividend. u/ |& W' r& o- x9 H4 `
period beginning on February 25, 2014, and on the 30th day prior to the first
4 m4 u+ y9 @2 }. Aday of each subsequent quarterly dividend period (the initial quarterly
; t, k9 c& e7 n; l* }2 a/ Fdividend period and each subsequent quarterly dividend period is referred to
6 P8 f, T3 @! @8 b q0 ras a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
+ d) R. c7 f& _ C' ^8 Z- {Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate% x+ l+ Y5 w& M0 k
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the: }& T' Z$ k( D: Z+ E2 j' w! p
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days/ z0 R( y' i5 e1 Z1 h- _* N
elapsed in the applicable Quarterly Floating Rate Period divided by 365)* W8 v1 h) `* l7 _ j" g2 F$ o, P
determined on the 30th day prior to the first day of the applicable Quarterly3 p3 d" h& J* G5 t/ w6 G' B0 s$ t
Floating Rate Period.
& K6 C1 w' V4 w& z5 }: {2 B% C3 MS-5
. S W7 M3 i8 Z6 r {$ X8 }' t% SIf the Board of Directors does not declare a dividend, or any part thereof, on
2 |; M: e$ r. t/ v: l ~the Preferred Shares Series 19 on or before the dividend payment date for a
5 x3 }1 o# _( |particular quarter, then the entitlement of the holders of the Preferred
. [. K; Q* E! b7 s+ _. KShares Series 19 to receive such dividend, or to any part thereof, for such' B* B8 b4 Z1 d7 D9 _$ s# y
quarter will be forever extinguished.. F" Y! i4 V3 A5 U4 R) M
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
! \$ m( [5 E q& FSuperintendent and to the provisions described below under the heading
* u7 D# x" Z/ h% H* ~$ {# p8 p‘‘Details of the Offering — Certain Provisions of the Preferred Shares6 `+ M; }4 T E9 \; x/ U% J8 |
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
" ]4 ?6 r: ?5 Y3 \* I- S- jon not more than 60 nor less than 30 days’ notice, the Bank may redeem all9 E0 x9 c) J. X/ A6 h& j
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
7 ~( T- [# M9 T7 D6 `% x) doption without the consent of the holder, by the payment of an amount in. W" g! N: N( T/ g% h2 s2 ?1 y
cash for each such share so redeemed of (i) $25.00 together with all declared2 _8 S* ]& v- z# D+ o! Y4 G
and unpaid dividends to the date fixed for redemption in the case of; {1 ?0 j1 n M# p
redemptions on February 25, 2019 and on February 25 every five years
" A8 G: C/ Q* P5 Xthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
$ Z, C1 a( N6 L9 W2 gthe date fixed for redemption in the case of redemptions on any other date
r7 _& H7 R* c8 M$ Y( c* aon or after February 25, 2014.
5 V% i6 i9 x+ Y$ t2 [( `" h( bConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic2 u1 W! h9 r8 W y5 |
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have5 @& ^! c* G" _9 O$ f) s; P
the right, at their option, to convert, on February 25, 2019 and on
O# h- k7 }( Q0 f; r; n' C. y. K9 MFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any$ h; i+ i6 Q W* z* | H# H3 m
or all of their Preferred Shares Series 19 into an equal number of Preferred; k) y' ^1 d6 L2 j! q
Shares Series 18 upon giving to the Bank written notice thereof not earlier$ W4 p. l+ R- ^- v( C. M
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the1 R* e' V2 g1 o1 O' y+ U
15th day preceding, a Series 19 Conversion Date.6 Y( ~4 Y2 C* `. }) n9 f
Automatic Conversion If the Bank determines, after having taken into account all shares tendered( i) u* K- d' P
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares2 ?8 X" I7 c) V4 X, ^
Series 18, as the case may be, that there would be outstanding on such
& f/ J5 g2 D( d1 x& z/ U ISeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
8 t4 q w; F6 C0 Q' fsuch remaining number of Preferred Shares Series 19 will automatically be2 U, n0 L4 o9 W2 H
converted on such Series 19 Conversion Date into an equal number of
4 }: z/ o( b7 J- M+ bPreferred Shares Series 18. Additionally, if the Bank determines that, after
! [' I3 B5 U( {$ z) i' R# y/ kconversion, there would be outstanding on such Series 19 Conversion Date
4 S& l# O5 R* X. s s* bless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
! O+ R" c: y" kSeries 19 will be converted into Preferred Shares Series 18.; m( h% ]' c7 N) }: f' o9 a
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares/ [1 _5 I% f4 ~1 m8 F7 f. C$ {* L
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
' e0 L( H7 z$ l6 X, ^; N, hany meeting of the shareholders of the Bank unless and until the first time at
' h" [: q- u p+ Kwhich the Board of Directors has not declared the whole dividend on the1 c( n" {6 ^- ~+ i4 {$ w' `
Preferred Shares Series 19 in any quarter. In that event, subject as9 `9 z$ u# x# l; B# G, @
hereinafter provided, the holders of Preferred Shares Series 19 will be' m$ \* a& V9 r: l% b' t4 u* ]# n
entitled to receive notice of, and to attend, meetings of shareholders at which9 Y8 U- F: ]9 A+ z; g; C
directors of the Bank are to be elected and will be entitled to one vote for$ b5 H+ i1 A% \0 U, {
each Preferred Share Series 19 held. The voting rights of the holders of the, V0 v6 c" l& n
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of4 J; e& o# @0 X( d+ f% Z5 @
the first dividend on the Preferred Shares Series 19 to which the holders are5 C+ p2 _, {! e9 S6 c' {, I
entitled thereunder subsequent to the time such voting rights first arose until* l9 l* w n% n7 k: Y$ Q/ K1 I
such time as the Bank may again fail to declare the whole dividend on the6 J; H/ c( B; @* Y- F' v
Preferred Shares Series 19 in respect of any quarter, in which event such
% y6 X. R$ y- h2 u' V* D, R9 Qvoting rights will become effective again and so on from time to time.
& g( m% O5 ]; {5 N7 h* GS-65 a6 K' g. d6 }6 |% a2 i: q
Priority: The preferred shares of each series of the Bank will rank on a parity with
& @/ n4 J4 g& Q" q* z; k0 {* _every other series and are entitled to preference over the common shares of
: E7 p( R3 N: ?6 _: Ythe Bank and over any other shares of the Bank ranking junior to the
8 T$ B2 g0 u! T+ |% {' t1 ` tpreferred shares with respect to the payment of dividends and upon any& c5 k( m2 F0 p1 l9 H7 [
distribution of assets in the event of the liquidation, dissolution or
5 ^& R- `5 }) \! U3 R" C; owinding-up of the Bank.8 r' w' w% Z4 x3 _/ }6 ~
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
/ Y8 ]( g0 ?" m# ?! bDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
& k; c/ n* t) p" h! oSeries 18 and Preferred Shares Series 19 will not be required to pay tax on* X1 W: i: R5 b5 Y" h2 D
dividends received on such shares under Part IV.1 of such Act. |
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