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发表于 2008-11-29 16:58
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下面是BMO的:7 O( ^; ]0 F" }) d
SUMMARY OF THE OFFERING
* U8 L, T1 `1 _. A- BThis 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’’.
( S' e7 [7 g6 ^Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18. u$ u/ P1 L* \
Amount: $150,000,000 (6,000,000 shares).+ L6 n6 l0 ~# n( j+ M2 U1 z
Price and Yield: $25.00 per share to yield initially 6.50% per annum.2 h+ Y6 ?: |4 H f$ r% k7 I# E
Principal Characteristics of the Preferred Shares Series 18* s/ a+ @* S8 C7 H0 B C6 }
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
3 S9 S, x: j, q/ l6 a6 H+ jnon-cumulative preferential cash dividends, as and when declared by the
8 m2 v7 y7 {) z" X- `Board of Directors, subject to the provisions of the Bank Act, for the initial& B2 L, W; G$ [* v9 b
period commencing on the closing date and ending on and including
( X; t. b4 M FFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
9 O" u7 g/ B" J25th day of February, May, August and November in each year, at a rate, y% I O8 _) W! ^' F
equal to $0.40625 per share. The initial dividend, if declared, will be payable, y( L& t0 S% A; w5 }
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing4 X( `5 G- v) G' ]! |
date of December 11, 2008.3 c* P' m( v1 v! O7 v+ a
For each five-year period after the Initial Fixed Rate Period (each, a
; [/ Z8 t7 a: a8 b1 C( X7 B‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
- R6 o4 V6 d' X( p0 _1 j. _Series 18 will be entitled to receive fixed non-cumulative preferential cash
5 j; O# J% f6 ~ Sdividends, as and when declared by the Board of Directors, subject to the
9 v# Z2 Q# r+ _! H+ bprovisions of the Bank Act, payable quarterly on the 25th day of February,
) |9 ^$ M% e$ z5 \1 z+ jMay, August and November in each year, in the amount per share per annum
" X9 f, M1 A6 R. h+ x6 s# ldetermined by multiplying the Annual Fixed Dividend Rate applicable to
9 L8 \4 j* L, B/ }$ @% {3 Lsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend! k+ ^: a( D: q3 c. J1 `+ B
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
- R$ ?5 H5 o2 ZBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
6 B; m0 o" F& ~ ]8 oof such Subsequent Fixed Rate Period and will be equal to the sum of the
* L* y% U0 ?9 U* {: \. r) NGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
( C4 O7 K% l' Z: u* yplus 3.83%.9 z& L! d" }! |
If the Board of Directors does not declare a dividend, or any part thereof, on
: v* A' h2 @) g$ j* K& [% Z, Zthe Preferred Shares Series 18 on or before the dividend payment date for a$ W0 D8 i# M X, h
particular quarter, then the entitlement of the holders of the Preferred+ U8 y5 n/ x u. Y
Shares Series 18 to receive such dividend, or to any part thereof, for such
g, ^ ^7 ?6 X! e: w0 {' @quarter will be forever extinguished.$ g* z- O% `2 H" a. T! }3 I$ @4 u. Q
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
2 W5 G2 y! o: h6 I0 fSuperintendent and to the provisions described below under ‘‘Details of the! x) t$ `: d- h
Offering — Certain Provisions of the Preferred Shares Series 18 as a8 f J7 d7 D" K
Series — Restrictions on Dividends and Retirement of Shares’’, on# I$ y+ k0 D* X# n: U( c6 O
February 25, 2014 and on February 25 every five years thereafter, on not" d# Q/ a# ~! x0 _/ P
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
- {: b6 @7 O3 f6 N6 D5 d( Q0 Apart of the then outstanding Preferred Shares Series 18, at the Bank’s option# p. V% l! L# ?2 |+ \& N" O& T: q
without the consent of the holder, by the payment of an amount in cash for* b: l) o" F. m* j3 ]# M: h" V
each such share so redeemed of $25.00 together with all declared and unpaid
D) o) i& E6 X q/ v+ wdividends to the date fixed for redemption.
% } u+ }. v$ ?: p# i* a$ `/ TConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic; D' {: P& P! o4 @4 W" ]+ n/ p3 r
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
, o6 v9 T. D% m2 Z4 J' c( g/ ~, Rthe right, at their option, to convert, on February 25, 2014 and on) `. B; ?1 t* s% b
S-4+ H4 T" A m- C0 \: Z& U
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
2 U! d! I# t& [% Zor all of their Preferred Shares Series 18 into an equal number of Preferred
* m& B* N' s3 u0 d f; a+ eShares Series 19 upon giving to the Bank notice thereof not earlier than
& Q5 y) t5 }& c" T30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
4 _! j$ Q" d: P. L, epreceding, a Series 18 Conversion Date.
+ d% b( S8 k0 FAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
6 p9 I9 c2 ?$ B7 DProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares0 }" p; N2 z0 a2 J6 ^
Series 19, as the case may be, that there would be outstanding on such
& w7 Z4 A* g, e/ TSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
5 u5 B$ a. d Y' | Asuch remaining number of Preferred Shares Series 18 will automatically be
& I) @$ i. @4 \5 ?& _& \' aconverted on such Series 18 Conversion Date into an equal number of# Z9 B) C2 M/ a8 {7 o$ g1 l. }5 Q
Preferred Shares Series 19. Additionally, if the Bank determines that, after' Y) ^0 _& H' n% S
conversion, there would be outstanding on such Series 18 Conversion Date6 ^; `+ \& s3 ^; r% m$ E6 n
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
' F5 Q3 q$ A) N* N7 Y l. @8 `# OSeries 18 will be converted into Preferred Shares Series 19.
7 u! T L& j4 H: bVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
. b$ @( d2 |: |% O; j: ESeries 18 will not be entitled as such to receive notice of, attend, or vote at,' W( k! ]+ p! E5 F8 z& P8 D0 e
any meeting of the shareholders of the Bank unless and until the first time at& G1 H+ U0 M* l/ G/ H0 s1 i
which the Board of Directors has not declared the whole dividend on the
" n7 |* a9 q. M4 A( c: E# PPreferred Shares Series 18 in any quarter. In that event, subject as/ n2 J1 Z% g3 w
hereinafter provided, the holders of Preferred Shares Series 18 will be: }0 X; ? M) S& z' B& x
entitled to receive notice of, and to attend, meetings of shareholders at which
4 t5 @* h" P1 O) W$ W: \% odirectors of the Bank are to be elected and will be entitled to one vote for {9 e" C) e. \$ r4 h
each Preferred Share Series 18 held. The voting rights of the holders of the
5 J, x" n, H, z. r2 fPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
7 G2 K/ b8 U$ X6 @" ^% Q+ mthe first dividend on the Preferred Shares Series 18 to which the holders are- D. N: B- V: w# I! }- c/ T
entitled thereunder subsequent to the time such voting rights first arose until/ _/ ?" O1 k2 W+ h8 w
such time as the Bank may again fail to declare the whole dividend on the
6 y+ i' P) q. u! E. PPreferred Shares Series 18 in respect of any quarter, in which event such
1 Q# [0 v' F& n* i# l, s( t) M+ avoting rights will become effective again and so on from time to time./ `/ i8 N- Z9 T' M( a& x, H' E
Principal Characteristics of the Preferred Shares Series 19
9 Q, O) n" a5 [+ A# C2 LDividends: The holders of the Preferred Shares Series 19 will be entitled to receive) r) W3 V) @6 H( V% H' t
floating rate non-cumulative preferential cash dividends, as and when
; m, j4 O4 h+ |declared by the Board of Directors, subject to the provisions of the Bank Act,
! x9 O; L) S6 }payable quarterly on the 25th day of February, May, August and November" a2 a0 Y/ a3 a: Z3 E: z) k- H/ K
in each year, in the amount per share determined by multiplying the f. d& ]" h6 V' @5 s
applicable Quarterly Floating Dividend Rate by $25.00.* o; S9 u, p/ F0 M- g
On the 30th day prior to the commencement of the initial quarterly dividend
9 S9 E) C& V$ T$ X$ C0 qperiod beginning on February 25, 2014, and on the 30th day prior to the first8 v( q7 g+ P9 c1 i$ O
day of each subsequent quarterly dividend period (the initial quarterly
' A9 E" R+ v. j# K7 e9 x4 g8 k# K! rdividend period and each subsequent quarterly dividend period is referred to: A- B) ~* H1 v% \% h
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
" f: y0 Q; b6 d' TQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
; `6 D& ?, g Q$ o. j$ B7 J2 Y1 t. B) EPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the" B* ^6 `, i5 f' ~; N+ C
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
6 A9 J! a. Q" Pelapsed in the applicable Quarterly Floating Rate Period divided by 365)
2 V1 O w% V: C; Fdetermined on the 30th day prior to the first day of the applicable Quarterly* T: Z, c8 K; K! b' s/ F
Floating Rate Period.% B; Z+ A" o# n) R; x( I
S-5
n6 q( g$ d: ?+ G. {0 ]1 nIf the Board of Directors does not declare a dividend, or any part thereof, on6 D/ t$ ~5 o0 Z4 y5 T7 W! @" }
the Preferred Shares Series 19 on or before the dividend payment date for a
8 v; r9 M' g+ _3 W) Cparticular quarter, then the entitlement of the holders of the Preferred
- B' D3 M, y7 e0 f$ h- ]2 lShares Series 19 to receive such dividend, or to any part thereof, for such
+ L* q+ @9 k% C1 gquarter will be forever extinguished.
/ J: T: Q9 w& x0 ~ bRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
' x* u9 u: k7 Q; X0 k w/ NSuperintendent and to the provisions described below under the heading6 a' X0 @3 Q# p7 L* E$ U1 k5 L1 h
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
) b* B& ]1 `( q/ cSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
: \6 t9 O3 G8 P- ?# Zon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
8 S; u: G- f2 Uor any part of the then outstanding Preferred Shares Series 19, at the Bank’s1 e% @2 {% ]6 d3 U
option without the consent of the holder, by the payment of an amount in' Y) D8 _4 @! M# ?/ |* U
cash for each such share so redeemed of (i) $25.00 together with all declared6 v6 _5 d$ d7 `, y; c
and unpaid dividends to the date fixed for redemption in the case of' d( _7 k! p% J3 t6 v0 `8 ?: ~
redemptions on February 25, 2019 and on February 25 every five years
* k4 c# [; m! r$ O* y" Vthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
, J7 U# V( g* b( A7 Dthe date fixed for redemption in the case of redemptions on any other date, v! P: Z. [6 t% G ]3 F7 s
on or after February 25, 2014.% y0 h3 ^4 g! w% ]0 Y3 _
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic% j9 A. j" a! D* z+ U
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
/ g) l. x0 Y# U& Y \ fthe right, at their option, to convert, on February 25, 2019 and on
S) ~2 V* r/ \' yFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
9 Y3 Q( q% b% c9 \% V) u$ ior all of their Preferred Shares Series 19 into an equal number of Preferred! X9 M' y8 e6 z: j% \( k# P. {
Shares Series 18 upon giving to the Bank written notice thereof not earlier* r- Y. e% ]5 N: G
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
5 O/ P( F1 O& l% }* f9 S8 [1 ^15th day preceding, a Series 19 Conversion Date.) J1 _( w5 j" I1 l, r
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
- Q$ E0 g% e6 P3 @/ lProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
0 _$ O; e4 P* n% P$ I7 ]/ JSeries 18, as the case may be, that there would be outstanding on such
2 ^/ C+ e3 s' ~/ }+ RSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
) h) V/ q2 a1 lsuch remaining number of Preferred Shares Series 19 will automatically be' X+ n) u4 p, Y
converted on such Series 19 Conversion Date into an equal number of
; L$ c0 `& T" t+ k RPreferred Shares Series 18. Additionally, if the Bank determines that, after N7 U: o2 R* m% C9 W2 T c. c4 {
conversion, there would be outstanding on such Series 19 Conversion Date
# L2 G4 L- F+ C( Eless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
; X+ L7 _& \" ~Series 19 will be converted into Preferred Shares Series 18.9 }+ ^$ Q, i2 u5 u5 F% M
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
* ^/ Q( k! y m. C4 s+ W; PSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
% n0 b9 F3 K3 y5 `any meeting of the shareholders of the Bank unless and until the first time at
" c0 x6 ]8 p- E' t- d Rwhich the Board of Directors has not declared the whole dividend on the/ r" Z. s+ V8 p9 W6 }$ U; k2 {% Y2 y H
Preferred Shares Series 19 in any quarter. In that event, subject as
8 c% u, v- y+ w: rhereinafter provided, the holders of Preferred Shares Series 19 will be: M: B* ?, I2 a
entitled to receive notice of, and to attend, meetings of shareholders at which' I/ J" G1 ] O& ^
directors of the Bank are to be elected and will be entitled to one vote for: L: c/ y: O* H9 c- ?: e4 I3 ]
each Preferred Share Series 19 held. The voting rights of the holders of the
' e$ Q$ A6 B- U; l: kPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
1 c, a, ?; K5 ~0 z9 r' C1 V1 Gthe first dividend on the Preferred Shares Series 19 to which the holders are0 i: W4 |0 o, n2 m5 n) L
entitled thereunder subsequent to the time such voting rights first arose until
4 [6 @8 R( |5 o4 {such time as the Bank may again fail to declare the whole dividend on the
8 }( `5 z5 e& o5 A( ^% rPreferred Shares Series 19 in respect of any quarter, in which event such" q% k, `' m% W1 K" X1 z* i, v/ J
voting rights will become effective again and so on from time to time.$ E2 ]) Y2 H; w, {; g' U
S-6
) Q. p# A& U+ \4 [Priority: The preferred shares of each series of the Bank will rank on a parity with4 E& u( O) x4 G1 `3 c; z
every other series and are entitled to preference over the common shares of
% ? w% |; H7 athe Bank and over any other shares of the Bank ranking junior to the
/ T. V5 j1 J8 c' Ppreferred shares with respect to the payment of dividends and upon any
5 x. d+ P+ i* X* z) ^9 cdistribution of assets in the event of the liquidation, dissolution or& D3 n, {7 T: L c- Q+ ^2 Z
winding-up of the Bank.7 Z9 \! a, O, P) }
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
6 G% @( O6 k& { PDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares! f- J9 w8 U) W1 P
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
2 L' R3 F7 Z) D! ?9 O; n) {dividends received on such shares under Part IV.1 of such Act. |
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