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发表于 2008-11-29 16:58
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下面是BMO的:
; Q$ @: G4 k% v: ^SUMMARY OF THE OFFERING, X' x% D9 e) \( w
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’’.
* A* v$ A# E2 F E5 WIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
9 z9 C) @# C3 S+ d- e2 RAmount: $150,000,000 (6,000,000 shares).4 A8 ~. T8 r" |. c' ?7 D
Price and Yield: $25.00 per share to yield initially 6.50% per annum.% {3 {- r2 C. c
Principal Characteristics of the Preferred Shares Series 18
* q9 K- K. \3 t$ @/ \Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed k; r2 q% f/ M7 S& ?
non-cumulative preferential cash dividends, as and when declared by the
2 ?, w" k9 H6 `7 e8 f& V$ r/ RBoard of Directors, subject to the provisions of the Bank Act, for the initial" X3 Y" r$ n! e0 D- H
period commencing on the closing date and ending on and including
* `3 I& l+ ?/ S# mFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the1 _8 s ^( }3 }
25th day of February, May, August and November in each year, at a rate ^5 ~, h, d( ?% I
equal to $0.40625 per share. The initial dividend, if declared, will be payable! d4 x a3 R/ V) Q% h, i
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing! r2 o6 e/ M2 a) K, e; ?
date of December 11, 2008.
7 o5 {4 o8 ~& \6 L" T. A* a9 N( zFor each five-year period after the Initial Fixed Rate Period (each, a1 d! [9 j8 H; L! O) o
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares$ M- ]- u7 E7 d( M( {- ~$ O( I% g
Series 18 will be entitled to receive fixed non-cumulative preferential cash" \ F: y8 P i' |" ^
dividends, as and when declared by the Board of Directors, subject to the
, ^7 M$ \3 w: v/ u |provisions of the Bank Act, payable quarterly on the 25th day of February," O( a5 u! p- A" L. d7 d) `
May, August and November in each year, in the amount per share per annum
6 ]2 R. B( p. m, f" Hdetermined by multiplying the Annual Fixed Dividend Rate applicable to4 l u5 R+ G; U) z
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
) u& o6 G8 M# \+ c0 g5 n ]Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
1 [' G' U: U# A$ r, P9 i0 R) DBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day7 r m1 |# I9 b; ~ l( t" z" `
of such Subsequent Fixed Rate Period and will be equal to the sum of the6 I! l* j, g% h S. {' [5 L
Government of Canada Yield on the applicable Fixed Rate Calculation Date3 C, k( @9 D& Z* n
plus 3.83%.$ o' ^8 f6 n2 e- K* k( a
If the Board of Directors does not declare a dividend, or any part thereof, on$ p$ N Y) g6 Y* _9 p
the Preferred Shares Series 18 on or before the dividend payment date for a
) H) N$ X3 x5 qparticular quarter, then the entitlement of the holders of the Preferred5 E, ?9 [7 x- b0 ?2 c4 j- n
Shares Series 18 to receive such dividend, or to any part thereof, for such
5 |: ? E- k$ Equarter will be forever extinguished.
6 B. u. F k& k6 E# U. GRedemption: Subject to the provisions of the Bank Act and to the prior consent of the& I/ F! y1 n+ ^9 K! R! B
Superintendent and to the provisions described below under ‘‘Details of the
" X; a+ Y( Y( [9 Y v0 ]Offering — Certain Provisions of the Preferred Shares Series 18 as a1 b& j$ U5 \ e( O
Series — Restrictions on Dividends and Retirement of Shares’’, on
& A* y M. A- x. B0 {February 25, 2014 and on February 25 every five years thereafter, on not
8 C8 K8 L3 R. J) Imore than 60 nor less than 30 days’ notice, the Bank may redeem all or any. @4 ?- N, D0 s1 P( ?
part of the then outstanding Preferred Shares Series 18, at the Bank’s option9 f( H1 Q7 @8 B. L9 L
without the consent of the holder, by the payment of an amount in cash for$ U4 A# x! P$ V3 c; d4 f- s
each such share so redeemed of $25.00 together with all declared and unpaid) [3 ?0 E2 \7 e! r. g( | E
dividends to the date fixed for redemption.2 R1 ?/ U* _/ w4 Q5 `7 ^
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
, N" G B0 U& I6 IShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have' c; N( ?* T F6 @5 z
the right, at their option, to convert, on February 25, 2014 and on6 D# t: _) F) [; n$ f
S-42 l9 B8 I* ?+ j7 S9 a
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any! a& a7 n4 x: A
or all of their Preferred Shares Series 18 into an equal number of Preferred; |! Q- [3 J# l8 o9 E- I
Shares Series 19 upon giving to the Bank notice thereof not earlier than7 M4 W/ X4 h9 d2 ?
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
# @; Y4 m6 O1 P: A9 epreceding, a Series 18 Conversion Date.
. R B% U7 _. y# h6 D) F! g, \Automatic Conversion If the Bank determines, after having taken into account all shares tendered
- L+ p2 ?. S/ VProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares) l' p5 R! I; o% C
Series 19, as the case may be, that there would be outstanding on such
+ \! R$ d' d( w, U' l- zSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,8 G9 }0 x# _5 U5 b1 D
such remaining number of Preferred Shares Series 18 will automatically be8 ^- M* H: t* X! q5 p, n
converted on such Series 18 Conversion Date into an equal number of
" K* c+ _/ i, B% ^( z2 h. PPreferred Shares Series 19. Additionally, if the Bank determines that, after
T8 K0 K H! d) ?& p8 y% Pconversion, there would be outstanding on such Series 18 Conversion Date3 ^6 R6 v8 ?& e) n- y6 T& i
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares# L( |8 k# \$ x
Series 18 will be converted into Preferred Shares Series 19.
# e! R# l7 ?: a) h5 @Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares& ~' q( ^; M; A' K5 V* p4 {
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
S7 ~5 W" a9 D# v% R/ k- D& kany meeting of the shareholders of the Bank unless and until the first time at
9 x9 g2 ?0 {1 N- o3 F2 Swhich the Board of Directors has not declared the whole dividend on the( a! v0 `# c5 x+ W7 A4 r, X0 {3 [( R2 M
Preferred Shares Series 18 in any quarter. In that event, subject as& N1 [6 K ?- J
hereinafter provided, the holders of Preferred Shares Series 18 will be
4 [4 c# U6 Q5 H) T. ^6 Q# G% D8 xentitled to receive notice of, and to attend, meetings of shareholders at which
+ e- w8 c$ A5 Z: X* Odirectors of the Bank are to be elected and will be entitled to one vote for) ^2 o- U: i# j/ P2 A0 \
each Preferred Share Series 18 held. The voting rights of the holders of the
. C; q/ @1 L* R! j. E6 Y1 n- sPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
2 F; j- H Y. I' Q! |0 hthe first dividend on the Preferred Shares Series 18 to which the holders are; K2 Q' D9 h4 |! [: N+ u
entitled thereunder subsequent to the time such voting rights first arose until; S3 P) i* Q) s7 h
such time as the Bank may again fail to declare the whole dividend on the
, j5 p0 n A+ v0 o7 C+ xPreferred Shares Series 18 in respect of any quarter, in which event such H' n2 Z2 d r1 m0 W0 ?
voting rights will become effective again and so on from time to time.# q* S" T# w' Q* h) |6 t
Principal Characteristics of the Preferred Shares Series 19! v% P( e) v* F
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive) D) G8 ~- A$ K6 g4 f3 {
floating rate non-cumulative preferential cash dividends, as and when
5 j/ w, z( X. c2 udeclared by the Board of Directors, subject to the provisions of the Bank Act,
& q2 n- A- p* tpayable quarterly on the 25th day of February, May, August and November0 T l- M. K' g
in each year, in the amount per share determined by multiplying the
! \# P7 c1 N5 G9 Vapplicable Quarterly Floating Dividend Rate by $25.00.
$ b( r& m3 m4 {7 J% ]; ]7 @On the 30th day prior to the commencement of the initial quarterly dividend+ ?; y/ \ Q' w; S' t5 J
period beginning on February 25, 2014, and on the 30th day prior to the first
; `% d' \* c0 M* X' G7 Q* ^1 ~ }day of each subsequent quarterly dividend period (the initial quarterly8 x1 c9 C9 y: e0 a7 t' |, b
dividend period and each subsequent quarterly dividend period is referred to; n( G% P& m8 x+ B6 v; k) B- p1 \
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
& G' @6 K& a" c. L% PQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
# F# G& Z) b pPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the1 L: x- c& C: @% E
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days5 S- p0 s! B5 \+ K! b
elapsed in the applicable Quarterly Floating Rate Period divided by 365); S# f1 q" {1 _- K: z
determined on the 30th day prior to the first day of the applicable Quarterly0 C1 l( l, C9 h, r
Floating Rate Period.. W6 h. u t' [! i
S-5$ d) q6 x% W- f( n: _: P
If the Board of Directors does not declare a dividend, or any part thereof, on' H( S- n+ b! o& A4 l. `- Q+ a
the Preferred Shares Series 19 on or before the dividend payment date for a
/ D3 M6 M D) L3 ]9 ~) cparticular quarter, then the entitlement of the holders of the Preferred* \" y6 a8 }. r4 k N( }# K
Shares Series 19 to receive such dividend, or to any part thereof, for such* E" N( r& Z/ N2 C
quarter will be forever extinguished.
& z5 ^! ^! O6 A# z2 zRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
5 u" G% T. V- }9 M, t# A* C P7 n" D$ xSuperintendent and to the provisions described below under the heading
6 ]8 e5 i( t! `/ s, [‘‘Details of the Offering — Certain Provisions of the Preferred Shares
: _7 C: G6 u* ~* BSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
0 l# y$ _) u; _5 [on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
" I. U3 b, S3 p6 K0 qor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
; ?' U t. u' c' x+ V5 hoption without the consent of the holder, by the payment of an amount in
3 M8 C7 }. Z6 Q* Q! v) y" icash for each such share so redeemed of (i) $25.00 together with all declared; k5 J9 E2 E q* z4 Z: R3 d) I# l+ d
and unpaid dividends to the date fixed for redemption in the case of
5 }7 }' ?% Q H, n( Gredemptions on February 25, 2019 and on February 25 every five years# D2 w4 s1 Y2 ]: v: j
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to# G) X" l3 B/ v2 K5 `
the date fixed for redemption in the case of redemptions on any other date
* O- x6 Y9 _5 t/ N6 Zon or after February 25, 2014.
$ Q- i& n7 V3 D- kConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic, Q* j' \( ~( v, g2 b, Z
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have7 ~# K' e0 d: A: {( `1 R
the right, at their option, to convert, on February 25, 2019 and on" d% v& ~1 s# U* `. H5 `0 M
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
! @0 f! b7 y4 T+ o' Dor all of their Preferred Shares Series 19 into an equal number of Preferred
! ^$ T9 {3 Y4 c/ }Shares Series 18 upon giving to the Bank written notice thereof not earlier
3 P4 l) G' q# _1 \than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the8 P. h2 y6 ?) K' }
15th day preceding, a Series 19 Conversion Date.8 k; H2 h7 r3 x% n1 P$ {4 v
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
: u6 P9 C! U. }Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares& v! c: h9 L! d6 [" G% \* L
Series 18, as the case may be, that there would be outstanding on such2 d& y0 i% U- V4 D8 P
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19," E/ L: p7 R) i) T# ^7 M
such remaining number of Preferred Shares Series 19 will automatically be0 \" d$ q( L: _" G
converted on such Series 19 Conversion Date into an equal number of T1 L% l n. Y5 {8 s: _
Preferred Shares Series 18. Additionally, if the Bank determines that, after
}* d% }: i6 `; }1 Cconversion, there would be outstanding on such Series 19 Conversion Date
- `2 @4 D U0 t7 o7 h) n J- l4 nless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
. A. d2 q6 B# M5 DSeries 19 will be converted into Preferred Shares Series 18.
# ^) ]7 H5 N" l+ U) _5 X( |Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares$ y* O$ y. v) X( A" Z6 t
Series 19 will not be entitled as such to receive notice of, attend, or vote at,$ r1 u; \7 K6 ]3 U& f3 g
any meeting of the shareholders of the Bank unless and until the first time at
- h5 M8 W4 a% I4 X. |# Ywhich the Board of Directors has not declared the whole dividend on the9 Y7 V |$ t# w
Preferred Shares Series 19 in any quarter. In that event, subject as" w- ]; T. N7 q3 c7 _1 C* F
hereinafter provided, the holders of Preferred Shares Series 19 will be5 ~" o+ E; m0 j
entitled to receive notice of, and to attend, meetings of shareholders at which& a) h2 h% Q/ ^$ `
directors of the Bank are to be elected and will be entitled to one vote for
9 C! ?( a9 P: h" q/ u2 W' v+ ueach Preferred Share Series 19 held. The voting rights of the holders of the
E2 y; \# d. K( d7 a; A0 ` ^" ~Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
, ~, h. X$ H7 ?' R+ Fthe first dividend on the Preferred Shares Series 19 to which the holders are
3 A5 q! `: w9 u6 |entitled thereunder subsequent to the time such voting rights first arose until5 O- Z: `" n* k4 ^ j
such time as the Bank may again fail to declare the whole dividend on the8 z9 p }4 \9 Z- \. U
Preferred Shares Series 19 in respect of any quarter, in which event such, M8 B1 k% v. L6 b4 c1 l
voting rights will become effective again and so on from time to time." o3 m+ k, g( X& A, s5 j7 S
S-69 [5 L* N- U" t
Priority: The preferred shares of each series of the Bank will rank on a parity with
' G4 I/ [' x; Jevery other series and are entitled to preference over the common shares of& Y/ ?# b z% i. |* `
the Bank and over any other shares of the Bank ranking junior to the1 A9 P$ j# l$ k# \; \) l
preferred shares with respect to the payment of dividends and upon any
8 x- N6 A/ S0 p' I2 J" B2 odistribution of assets in the event of the liquidation, dissolution or1 E* Z' O- c# p/ H
winding-up of the Bank./ R& W; v4 {2 Y3 A K o" m ?1 y
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under3 N) ^6 E" T+ Y9 n0 r/ e* c
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
7 W, R+ c" f7 G0 R. y |3 WSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
2 x! V$ b _8 l4 ]1 `dividends received on such shares under Part IV.1 of such Act. |
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