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发表于 2008-11-29 16:58
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下面是BMO的:) @6 l% |7 m8 z8 P0 A. x
SUMMARY OF THE OFFERING1 J% J6 b- G& q+ r2 |
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’’.
# {4 j# t" B. {, Z, P$ TIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
. }% y1 M1 |/ sAmount: $150,000,000 (6,000,000 shares).- ~ @0 [* P7 t
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
3 o" f$ y/ ~, h+ r9 C& {Principal Characteristics of the Preferred Shares Series 18" t$ ~% f$ r; t2 K) ~( ]# ~- I
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
: B8 p N, R8 {9 C( F5 q. Bnon-cumulative preferential cash dividends, as and when declared by the
2 }7 r. V; V- F# }* @& p7 vBoard of Directors, subject to the provisions of the Bank Act, for the initial+ k1 c0 X6 |3 o. i% j
period commencing on the closing date and ending on and including
' ^9 ] K( P8 G9 g( v! k: n% PFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the& q: b& e$ l' L
25th day of February, May, August and November in each year, at a rate
) i# Y7 z$ R4 Pequal to $0.40625 per share. The initial dividend, if declared, will be payable# Q! }- c8 f; l' @, ^& O
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
5 ~1 ]& z; d& ]4 b4 B5 ~% u2 K/ Tdate of December 11, 2008.
0 S8 A* f5 d7 ]3 G! }8 L% oFor each five-year period after the Initial Fixed Rate Period (each, a
# x( }2 ? f1 G, `0 {‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares \% u. @0 E/ A7 L
Series 18 will be entitled to receive fixed non-cumulative preferential cash2 D' e2 H. P B7 y' m2 [
dividends, as and when declared by the Board of Directors, subject to the
A& L- ?2 A! c0 W1 j& @provisions of the Bank Act, payable quarterly on the 25th day of February,( k; _& ]4 H; B. {" v5 w
May, August and November in each year, in the amount per share per annum+ T. a2 O& G1 q( D0 N, l
determined by multiplying the Annual Fixed Dividend Rate applicable to( g+ [: r5 \4 ] t) X* ?9 X
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend& d m. ^2 T8 G
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
; e1 I/ D4 V) I9 MBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day. C" r% b2 d) }. a
of such Subsequent Fixed Rate Period and will be equal to the sum of the
% N( {2 k" B* kGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
2 H% j4 _1 ^$ w' u) e Eplus 3.83%.
& k6 F. z% \; d1 ^ S6 CIf the Board of Directors does not declare a dividend, or any part thereof, on" h k0 }$ v. ]+ n: L5 P) b% h% I
the Preferred Shares Series 18 on or before the dividend payment date for a/ y3 K3 J" |/ |: j4 ~. l" O
particular quarter, then the entitlement of the holders of the Preferred* A! W- {6 m. \! F! ]- u+ U
Shares Series 18 to receive such dividend, or to any part thereof, for such, m- S9 ` G. p1 \- E
quarter will be forever extinguished.9 V. A) J. S* l5 k: F9 c5 E; {
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the7 ~# f4 F7 I: u' `
Superintendent and to the provisions described below under ‘‘Details of the
9 C- x7 s! F& b3 @, M/ xOffering — Certain Provisions of the Preferred Shares Series 18 as a }, f& P! U( ?* A8 Z; j7 O/ S
Series — Restrictions on Dividends and Retirement of Shares’’, on
% L) ~ t9 t" _; C ?6 |& n; ?February 25, 2014 and on February 25 every five years thereafter, on not- U Y7 C, U8 a, n7 U; Z0 f
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any- t6 ?1 j( a' F3 G2 x
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
$ S- }4 U7 n" x1 B( T/ Iwithout the consent of the holder, by the payment of an amount in cash for
1 q q& h: {& v9 S7 [7 c* oeach such share so redeemed of $25.00 together with all declared and unpaid
! ] t2 W& K; ^; g( tdividends to the date fixed for redemption." |" u; d; ?3 a/ h! I
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
$ T( k) X7 B5 P( c0 [Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have. A l4 W1 u, B
the right, at their option, to convert, on February 25, 2014 and on$ I0 M! o2 N! b8 X
S-4
& ~0 E4 n4 D- d" r9 U( _: tFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any7 z1 c+ k0 ]+ b1 m
or all of their Preferred Shares Series 18 into an equal number of Preferred
5 ]9 o3 F5 W5 \1 M+ aShares Series 19 upon giving to the Bank notice thereof not earlier than
' k, x* z; p) e7 P, y30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day+ t& @9 e* t* M
preceding, a Series 18 Conversion Date.4 Y! x4 `8 o. g2 R! O1 B' R
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
* L4 [2 A, Z+ y3 ]( U! _Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares* }" a) Z2 [2 ^# i( s& v T
Series 19, as the case may be, that there would be outstanding on such
- C; q/ s Y* ?4 f; e8 U+ e/ kSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,. g; i: g) h3 ]5 w# R+ H" J# Q
such remaining number of Preferred Shares Series 18 will automatically be
3 _; \" D/ w# \3 `5 I- U0 sconverted on such Series 18 Conversion Date into an equal number of# j* J1 p5 f( u) p$ m8 @
Preferred Shares Series 19. Additionally, if the Bank determines that, after1 I8 _1 y& Y- [. m( s
conversion, there would be outstanding on such Series 18 Conversion Date
& B+ e' p$ f) z$ f8 L5 \less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
1 `9 ^- i/ C! ^; c1 }Series 18 will be converted into Preferred Shares Series 19.5 ]9 f. m6 C# J, l; u
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares i y& |* A/ A! a$ D% {) J
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
# G7 ~0 g% Y o' F! B1 h7 n$ J0 B3 gany meeting of the shareholders of the Bank unless and until the first time at
/ v" y! L% ~; X6 B8 uwhich the Board of Directors has not declared the whole dividend on the; t5 d* A% i/ W, ^
Preferred Shares Series 18 in any quarter. In that event, subject as
) i7 q3 ^8 m+ chereinafter provided, the holders of Preferred Shares Series 18 will be( w& s6 Q1 U- e5 E- N# b
entitled to receive notice of, and to attend, meetings of shareholders at which
; c/ }" A( O" E& t+ \directors of the Bank are to be elected and will be entitled to one vote for
: z7 X" A! L, Geach Preferred Share Series 18 held. The voting rights of the holders of the, k0 L- X8 g* `& o# ?" m" t
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of/ M' A; m5 M6 A2 k
the first dividend on the Preferred Shares Series 18 to which the holders are# L9 @) g% F0 T8 n' P
entitled thereunder subsequent to the time such voting rights first arose until
. W& Y3 F) Z7 I% X' _3 P1 Gsuch time as the Bank may again fail to declare the whole dividend on the4 _ Q% l* h% V. o! s& S
Preferred Shares Series 18 in respect of any quarter, in which event such3 G% `" q5 e4 p1 I
voting rights will become effective again and so on from time to time." A7 A( t# E/ J: d! @7 |% l+ K- H# l/ |3 @
Principal Characteristics of the Preferred Shares Series 19/ T3 u/ o R8 {! g: g
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
. q* Q* w( W* [( z' P# v" Jfloating rate non-cumulative preferential cash dividends, as and when6 d- L+ R# s/ U# O) H
declared by the Board of Directors, subject to the provisions of the Bank Act,
* I! V5 I2 `' a. ~payable quarterly on the 25th day of February, May, August and November
* n- n& {9 U2 z; _) L/ u3 X( ^, e Fin each year, in the amount per share determined by multiplying the1 V) ?) B2 L, i4 x4 V
applicable Quarterly Floating Dividend Rate by $25.00.+ Y) R) L) O+ U; l% ?+ j; H6 q
On the 30th day prior to the commencement of the initial quarterly dividend1 ~. x# X6 _3 T( D% E, l
period beginning on February 25, 2014, and on the 30th day prior to the first) a2 Z" y, W, e9 c
day of each subsequent quarterly dividend period (the initial quarterly0 Y3 O2 |, z! _$ {$ t
dividend period and each subsequent quarterly dividend period is referred to
/ X: |- h# U fas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
, w* ?* t/ A% I% TQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
: ?5 `) J" k! z A9 k+ e; _Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
! ]# u4 V7 d# J/ ?/ ?" k2 K* QT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
; J6 w" z! B3 gelapsed in the applicable Quarterly Floating Rate Period divided by 365)
2 K+ L- Q- L4 n' D* n3 zdetermined on the 30th day prior to the first day of the applicable Quarterly
8 y0 H( u0 Q; e d* c! oFloating Rate Period.) i0 i- d2 R& L2 K d; ]
S-5
/ l' b* P1 Z. lIf the Board of Directors does not declare a dividend, or any part thereof, on/ y9 E( ~# I% A+ {
the Preferred Shares Series 19 on or before the dividend payment date for a
) h0 _7 S8 P7 L6 mparticular quarter, then the entitlement of the holders of the Preferred7 |* Q- d' i; {7 h2 J5 l
Shares Series 19 to receive such dividend, or to any part thereof, for such
6 ^9 W5 l/ F/ R- o8 Wquarter will be forever extinguished.* p3 f* ~% K/ j" l: Z. D
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the% ~2 |1 H3 b, w; T- t! I& I
Superintendent and to the provisions described below under the heading# J9 f( E- y+ K6 W
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
6 D8 M! X$ j6 Q& wSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
0 R h- g7 E) c- e4 son not more than 60 nor less than 30 days’ notice, the Bank may redeem all& N* y0 v. [6 U7 q5 E
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s2 c1 T @1 @0 J) I* a8 L
option without the consent of the holder, by the payment of an amount in
+ P* Z# H. x' M$ [" p9 i/ ecash for each such share so redeemed of (i) $25.00 together with all declared
# ~" w0 ^) H M! s7 V( `) Z, `4 Gand unpaid dividends to the date fixed for redemption in the case of
4 l) @0 \# E$ C# Gredemptions on February 25, 2019 and on February 25 every five years
) J, ~& @; b& k2 q3 Pthereafter, or (ii) $25.50 together with all declared and unpaid dividends to k! H8 O$ m; L1 T, ?
the date fixed for redemption in the case of redemptions on any other date4 t* ?% m& K$ g4 h! a
on or after February 25, 2014.
* F& k4 E ~% z) p9 y. n8 k( gConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic2 s0 `" b, g* \! T' R( Z/ d
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have9 G( N! W8 A* N. I8 T
the right, at their option, to convert, on February 25, 2019 and on, k$ \* W3 i5 u5 f. w' M9 R
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any& M6 @% @+ j! c) q" D
or all of their Preferred Shares Series 19 into an equal number of Preferred5 @4 ?7 q& j9 I" I- T1 ~+ w7 h+ i
Shares Series 18 upon giving to the Bank written notice thereof not earlier& h* E4 [' q& C; V
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
1 u, T. \- F/ w) M2 s3 G15th day preceding, a Series 19 Conversion Date.. z$ ^% A# ]1 a* S0 S) G- T
Automatic Conversion If the Bank determines, after having taken into account all shares tendered8 ? K3 C# ?6 n9 J5 V1 o7 j
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
! d/ [1 Z3 R& \, n' w8 A; d, E/ v* `Series 18, as the case may be, that there would be outstanding on such
: D+ N% D8 L, O5 O* s uSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,, F9 Q: J$ E1 S T" s
such remaining number of Preferred Shares Series 19 will automatically be
* A) r {! S2 D) x( Y* Vconverted on such Series 19 Conversion Date into an equal number of* ]6 E% S7 b% M% Q
Preferred Shares Series 18. Additionally, if the Bank determines that, after
7 C* [9 B4 y& H! l' m8 H& C" fconversion, there would be outstanding on such Series 19 Conversion Date4 j" M: \- X# L, ^$ ^+ R
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
1 H! ?! |: r; E& ZSeries 19 will be converted into Preferred Shares Series 18.
4 g& L |3 c* P# `; I6 l- {2 FVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares8 b. {( C# k- O8 S2 l4 y$ y
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
" N3 h& _# S) A: t1 many meeting of the shareholders of the Bank unless and until the first time at
% T. d: T t1 l' @9 X- }6 Ewhich the Board of Directors has not declared the whole dividend on the
* j5 O7 p6 ]% Z+ V- FPreferred Shares Series 19 in any quarter. In that event, subject as
5 t9 m' Q2 O* [0 _' _) A3 ghereinafter provided, the holders of Preferred Shares Series 19 will be
; S1 C! c7 k/ E z1 E( T, ~1 ^entitled to receive notice of, and to attend, meetings of shareholders at which% X# N; c; C2 X3 D1 j
directors of the Bank are to be elected and will be entitled to one vote for" O H9 _1 Z8 B/ ^2 c: f5 e4 H L
each Preferred Share Series 19 held. The voting rights of the holders of the
4 Z- b: u c0 e4 X+ _( E2 T) a: qPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
6 n; H; s& j+ Qthe first dividend on the Preferred Shares Series 19 to which the holders are" [+ [, q% U/ x6 ]1 J3 h3 y
entitled thereunder subsequent to the time such voting rights first arose until! I1 a4 `( h+ Z# { @5 ?, B( w
such time as the Bank may again fail to declare the whole dividend on the8 f% ^$ k( O2 Z: i
Preferred Shares Series 19 in respect of any quarter, in which event such2 } n, o! z3 O1 d$ o$ C
voting rights will become effective again and so on from time to time.- L4 Z: s/ {4 J7 k
S-69 Z, ]* O- A5 ~; B
Priority: The preferred shares of each series of the Bank will rank on a parity with
: @+ G, W `8 |every other series and are entitled to preference over the common shares of
/ c8 |$ N% q9 l2 othe Bank and over any other shares of the Bank ranking junior to the
) Q$ S5 |" V7 ~" ]& vpreferred shares with respect to the payment of dividends and upon any
' c& M8 R G/ udistribution of assets in the event of the liquidation, dissolution or
1 x( a) j W7 I Mwinding-up of the Bank.
- Y. b* Z/ |. S8 YTax on Preferred Share The Bank will elect, in the manner and within the time provided under
' c+ x/ P, K0 Y9 CDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares' C& |3 E) O0 e
Series 18 and Preferred Shares Series 19 will not be required to pay tax on4 C3 D: x) X0 D- z+ a+ A4 c
dividends received on such shares under Part IV.1 of such Act. |
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