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发表于 2008-11-29 16:58
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下面是BMO的:
6 a: o+ F4 M; m) K2 ]! W2 d5 wSUMMARY OF THE OFFERING
! j- l u' W* W7 ?( s2 Q9 oThis 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’’. B" e( s' G5 @8 \8 O7 U
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
! `, j" f" x- ~- z) cAmount: $150,000,000 (6,000,000 shares).
& N3 ~4 O/ S5 ?% z$ zPrice and Yield: $25.00 per share to yield initially 6.50% per annum.: A9 A2 F, Z8 ~: n9 `
Principal Characteristics of the Preferred Shares Series 18# q G8 K- j q. l0 y& z$ B
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
: a3 W& _5 O. i) \. ?/ K/ hnon-cumulative preferential cash dividends, as and when declared by the
]' ?9 i' y7 D4 YBoard of Directors, subject to the provisions of the Bank Act, for the initial2 J9 z4 c7 o- _! w0 Z9 j8 `1 K
period commencing on the closing date and ending on and including
% e+ u9 k+ p# F. K8 tFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the8 i% ?* T7 E0 i; {
25th day of February, May, August and November in each year, at a rate& p0 y4 }2 ?) B1 l$ a" S. p
equal to $0.40625 per share. The initial dividend, if declared, will be payable
. |; n: o8 f% ]May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
) Z3 `; f$ E- [1 B0 n& wdate of December 11, 2008.
! O K) f( c1 G5 k3 uFor each five-year period after the Initial Fixed Rate Period (each, a
# K: r4 C2 F( D+ Y6 R$ l‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares1 ?# y1 b; K7 ^- q& ^* P q
Series 18 will be entitled to receive fixed non-cumulative preferential cash
7 u, D7 p+ `2 t& C0 _dividends, as and when declared by the Board of Directors, subject to the
+ u" i' _* W# |! nprovisions of the Bank Act, payable quarterly on the 25th day of February,# d" k |. r \( ~+ n* y1 Z; l
May, August and November in each year, in the amount per share per annum3 d* s7 T ~7 ?2 Y- k2 u- Q3 A
determined by multiplying the Annual Fixed Dividend Rate applicable to7 P( q# j5 ^2 M# \7 d) x. a
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
8 e: J8 i& f5 r' w* o9 LRate for the ensuing Subsequent Fixed Rate Period will be determined by the
H7 X6 D* s) N5 S/ \' k% p8 IBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
1 u9 O$ @& {/ T8 lof such Subsequent Fixed Rate Period and will be equal to the sum of the. E+ |3 u/ r, s' \7 W- N. C! v
Government of Canada Yield on the applicable Fixed Rate Calculation Date( F7 W0 s7 X, k$ K7 K* D
plus 3.83%.! j0 s$ Z: b- t/ {9 I( r
If the Board of Directors does not declare a dividend, or any part thereof, on
" a/ ? ?9 ~) f9 |6 |the Preferred Shares Series 18 on or before the dividend payment date for a
( U" l' i3 N2 i0 K- T& fparticular quarter, then the entitlement of the holders of the Preferred
* h7 S. {7 h; V# E% mShares Series 18 to receive such dividend, or to any part thereof, for such% f% N, O( ]- G% C4 z
quarter will be forever extinguished.. x } z- \; P% d P7 W3 z y$ t( `
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
8 Q( k; L' d+ ^4 h' f9 i- _4 iSuperintendent and to the provisions described below under ‘‘Details of the# N$ H# j: m+ e) M: d4 E
Offering — Certain Provisions of the Preferred Shares Series 18 as a
6 ]) b) U* e0 X1 hSeries — Restrictions on Dividends and Retirement of Shares’’, on, r; z. v3 W7 v/ w) [
February 25, 2014 and on February 25 every five years thereafter, on not
0 e. }1 E, k1 Rmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any. k; }) E8 a, X, ^# |1 q
part of the then outstanding Preferred Shares Series 18, at the Bank’s option L+ B2 d) E* h8 T! u2 c
without the consent of the holder, by the payment of an amount in cash for
/ c$ e3 L( J3 c4 J; b7 [each such share so redeemed of $25.00 together with all declared and unpaid
0 R9 j+ e, F" O: v& `dividends to the date fixed for redemption.
+ r2 ]. t2 I+ @" l! R! vConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
; Z* e9 Y4 |) c* Q* X0 NShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have) e5 T }9 E9 t* Y( s
the right, at their option, to convert, on February 25, 2014 and on0 D- J n* A/ V2 r( Q
S-4
$ J6 j( ?; N \February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
G+ j5 T5 T' z7 ]3 uor all of their Preferred Shares Series 18 into an equal number of Preferred$ L: d+ m' E S6 Q# r4 {# z# R
Shares Series 19 upon giving to the Bank notice thereof not earlier than4 i/ B, t% a8 z
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
: U/ Z4 {! Q7 c7 [preceding, a Series 18 Conversion Date.
& _. I9 K7 ^: M0 \& A5 @6 }* P% jAutomatic Conversion If the Bank determines, after having taken into account all shares tendered n' q/ r: W7 j4 p7 m* z1 {4 q
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares4 V! a. x% q* N2 T9 K/ D
Series 19, as the case may be, that there would be outstanding on such
( g! ^3 L% a% l7 i; G3 ASeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
@! ?3 G1 ^* j0 W) _- {/ }such remaining number of Preferred Shares Series 18 will automatically be2 X4 K! d A8 ~5 u/ J, f9 g& b: b
converted on such Series 18 Conversion Date into an equal number of
9 i& J; P) F- a" L/ K+ ?Preferred Shares Series 19. Additionally, if the Bank determines that, after( V( Y; i0 I& L3 H8 R0 r D0 m
conversion, there would be outstanding on such Series 18 Conversion Date
; O. T9 g+ U" @8 P# D) ]5 xless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares* e$ p& p" H$ F$ }; _
Series 18 will be converted into Preferred Shares Series 19.
g9 q- b4 t+ v8 U9 |Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares$ a c3 g% [) Q
Series 18 will not be entitled as such to receive notice of, attend, or vote at,% R& k: p M/ }
any meeting of the shareholders of the Bank unless and until the first time at$ ~4 V0 W3 a: v1 ^
which the Board of Directors has not declared the whole dividend on the! p @( {$ J. T9 G9 w8 ~+ b5 r
Preferred Shares Series 18 in any quarter. In that event, subject as
* y+ \& F* X! b, i2 W2 Ahereinafter provided, the holders of Preferred Shares Series 18 will be
( m9 K* c1 I g0 [$ o6 centitled to receive notice of, and to attend, meetings of shareholders at which+ Q2 ~3 p: \7 {$ |: R
directors of the Bank are to be elected and will be entitled to one vote for) _0 l9 a; h; \( u( f
each Preferred Share Series 18 held. The voting rights of the holders of the
. B$ e0 {" d, x4 p& M$ Z2 `Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
) f6 L( f0 ]4 v3 Q' k! athe first dividend on the Preferred Shares Series 18 to which the holders are2 T% B; o5 K: d% U- P" E' U I4 u
entitled thereunder subsequent to the time such voting rights first arose until# Z* q3 q/ q ~( E& ^+ G4 F# P
such time as the Bank may again fail to declare the whole dividend on the
0 I! T& D6 n" z; K4 KPreferred Shares Series 18 in respect of any quarter, in which event such
- u9 o/ ^% U. `* o+ Kvoting rights will become effective again and so on from time to time.4 C; B& j' X! D6 B0 S+ v
Principal Characteristics of the Preferred Shares Series 19
1 b/ `, x' q+ s; h+ F: u+ w/ \3 N/ eDividends: The holders of the Preferred Shares Series 19 will be entitled to receive- t' |8 I- I; q
floating rate non-cumulative preferential cash dividends, as and when+ t) z/ Q" F j. L
declared by the Board of Directors, subject to the provisions of the Bank Act,; Q- y; e6 g$ P! C
payable quarterly on the 25th day of February, May, August and November
0 s1 X- B& R" Y1 Y8 U" d: \, ^2 din each year, in the amount per share determined by multiplying the$ z& K$ j& B) \
applicable Quarterly Floating Dividend Rate by $25.00." {9 [" n) D% ~% a
On the 30th day prior to the commencement of the initial quarterly dividend' j+ S& ^; q3 F1 g
period beginning on February 25, 2014, and on the 30th day prior to the first p, F" p9 f6 I3 G- D! q" B
day of each subsequent quarterly dividend period (the initial quarterly
& K T! N& [$ w( W5 [9 \dividend period and each subsequent quarterly dividend period is referred to5 D4 T! ?* H) ?6 B. I
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
. }. I, N( X$ S9 t0 F6 S& fQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
' r: { d" Z, u4 ], b0 R1 q5 XPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
8 N$ @" J6 ~5 T, m dT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days+ y) ^# `' J# @1 e" X
elapsed in the applicable Quarterly Floating Rate Period divided by 365)3 ]: I/ r8 ^% L+ A8 z' L/ Y! r* v* T
determined on the 30th day prior to the first day of the applicable Quarterly1 J# }% r0 V# F4 y
Floating Rate Period.
. M8 h% x) v; k% u- yS-5
, U. G& G* z0 xIf the Board of Directors does not declare a dividend, or any part thereof, on. M8 ]: W6 z$ A- V
the Preferred Shares Series 19 on or before the dividend payment date for a! y, E& `+ s& C" ~) n- W" a* ?
particular quarter, then the entitlement of the holders of the Preferred' a( q7 x( N. G
Shares Series 19 to receive such dividend, or to any part thereof, for such5 v5 m0 k4 ]! C2 O2 R4 r! M
quarter will be forever extinguished.7 Q `# H8 o* }
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the, z: l, _/ R3 P2 ]
Superintendent and to the provisions described below under the heading
L5 g7 _) G& S‘‘Details of the Offering — Certain Provisions of the Preferred Shares
! u5 v2 H% U! c9 X1 @: }Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
3 P J. k3 x, i) b& I5 \on not more than 60 nor less than 30 days’ notice, the Bank may redeem all4 L5 o/ F5 Q0 U; W
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s1 b( Q6 u: a! \7 k! \
option without the consent of the holder, by the payment of an amount in
$ l Z8 y h( k' q! F1 Acash for each such share so redeemed of (i) $25.00 together with all declared; E& l6 H- f- @3 ~( {& N
and unpaid dividends to the date fixed for redemption in the case of/ Y9 ~. D- j5 ~ e7 o4 Y: c% j" I, \
redemptions on February 25, 2019 and on February 25 every five years
, K# c9 `% O J$ U4 g- Dthereafter, or (ii) $25.50 together with all declared and unpaid dividends to& H2 z* J0 S0 a$ Q
the date fixed for redemption in the case of redemptions on any other date
* m% p. E# c# N5 ?- ]# Lon or after February 25, 2014.9 R" u; [: a8 w& d
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
^9 }. }. T- v. _Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
- d( M! B/ _( T7 F! _the right, at their option, to convert, on February 25, 2019 and on
$ h8 N3 m3 q+ Q5 d ]3 |February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any9 g1 _( M1 f( i3 A: h! i, B
or all of their Preferred Shares Series 19 into an equal number of Preferred$ |; I. i+ B/ ?9 [
Shares Series 18 upon giving to the Bank written notice thereof not earlier3 I5 q0 x- Q! E3 ^; p
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the+ J S1 f3 q" N! |. J" X
15th day preceding, a Series 19 Conversion Date.
' U3 n" t8 Q6 c9 y. f+ {Automatic Conversion If the Bank determines, after having taken into account all shares tendered
. u3 Y/ t x8 N2 x: j1 R JProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares. x: C1 C6 g6 ^+ \' F. K0 H5 {, T
Series 18, as the case may be, that there would be outstanding on such# v& e) k: K1 E# ~7 ~
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
) O' ]$ L. C/ Gsuch remaining number of Preferred Shares Series 19 will automatically be
( V8 Z J) l; M/ N$ \. ~7 I2 U2 Jconverted on such Series 19 Conversion Date into an equal number of& x4 y0 l9 C8 a! b
Preferred Shares Series 18. Additionally, if the Bank determines that, after
0 a. Z2 J6 z1 `) T& s, R& Xconversion, there would be outstanding on such Series 19 Conversion Date
$ l. Y9 P: U. w7 l5 H: y7 rless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares/ O0 ?; H$ A+ }# @3 N, d- f
Series 19 will be converted into Preferred Shares Series 18.
+ x! U. g. {( L4 `; UVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares' k9 t5 w. E6 w2 S; o) s
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
3 N( e5 ?( f6 G) ?6 Y, uany meeting of the shareholders of the Bank unless and until the first time at
+ E# C) h" m# mwhich the Board of Directors has not declared the whole dividend on the# B9 W0 B" C J6 P$ [& |
Preferred Shares Series 19 in any quarter. In that event, subject as
! F! P2 \2 n6 |7 e8 b1 m: ? M$ fhereinafter provided, the holders of Preferred Shares Series 19 will be
) G. {7 U( _6 e% dentitled to receive notice of, and to attend, meetings of shareholders at which) h. }8 W: w0 B! W# Z8 q
directors of the Bank are to be elected and will be entitled to one vote for
0 w4 y6 A3 ?1 `) T2 B2 ceach Preferred Share Series 19 held. The voting rights of the holders of the
& W7 d% H* Y$ O5 u% g5 c5 F5 j6 h6 HPreferred Shares Series 19 will forthwith cease upon payment by the Bank of; j1 s& V* g! @8 p6 J" \
the first dividend on the Preferred Shares Series 19 to which the holders are1 z5 m: ^9 q/ W, ^" ]/ o& D
entitled thereunder subsequent to the time such voting rights first arose until
- l& u1 E8 Z, r6 nsuch time as the Bank may again fail to declare the whole dividend on the
) E, ~9 r, P6 y7 k. {8 QPreferred Shares Series 19 in respect of any quarter, in which event such
+ D% p! Z2 z8 _# l% A$ O1 yvoting rights will become effective again and so on from time to time.% h/ ~' M( n1 j9 Y
S-64 _; W! C5 S4 k6 O; T& H
Priority: The preferred shares of each series of the Bank will rank on a parity with( a" m5 f/ e# t7 O
every other series and are entitled to preference over the common shares of5 _/ B% f$ }' ~8 T& F( l1 N
the Bank and over any other shares of the Bank ranking junior to the
* D$ T$ U7 a4 s2 r- b I; x" P- Xpreferred shares with respect to the payment of dividends and upon any& X, {# L& C' x, Z* Z& L
distribution of assets in the event of the liquidation, dissolution or( i* P `4 e5 ^' a6 H- Q `: W
winding-up of the Bank.$ C, Y: @' {/ H7 a9 ^
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
: U1 c8 \* @8 q8 y. U/ E1 n: qDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares, N4 N: B; |3 E. D% l; z& O
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
$ F" H. U! }( Y) Mdividends received on such shares under Part IV.1 of such Act. |
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