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发表于 2008-11-29 16:58
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下面是BMO的:6 j0 _, u+ k: d. \( L
SUMMARY OF THE OFFERING
W! N$ n7 \. E4 D2 h' C: gThis 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’’.5 m0 p# N8 `% T& z4 ?5 T9 ?( ?
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18. D. c N! Z/ ^* K' Y: @+ |7 X9 u
Amount: $150,000,000 (6,000,000 shares)." E' c& t" P# W; m/ [) K' N' Y
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
# l( J' H% X" ]Principal Characteristics of the Preferred Shares Series 18
0 ^, b9 B! [! w. ?8 G! V0 ODividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
9 R8 ?! \1 i, d% R dnon-cumulative preferential cash dividends, as and when declared by the
3 K4 ^4 H& d0 O/ n5 [1 vBoard of Directors, subject to the provisions of the Bank Act, for the initial" A; M! Z6 I! A" f' p9 e; O
period commencing on the closing date and ending on and including. ?* u9 `, G& v; u; H- c/ t
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
, k1 ^, _: `$ k0 U3 i" _# c7 p25th day of February, May, August and November in each year, at a rate* g0 t3 L4 G1 P _, x' g2 `
equal to $0.40625 per share. The initial dividend, if declared, will be payable, y, L+ {# R9 t% K% m3 E; m8 Q
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing$ U" B5 o; J2 g2 {" _, x9 t# p
date of December 11, 2008.$ `) V. e3 ?! D6 K; l: n1 J
For each five-year period after the Initial Fixed Rate Period (each, a; r8 B& O/ k+ d7 b6 }3 M E+ f
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares" z( W( {/ x$ X& k1 a+ Q& p1 i* j
Series 18 will be entitled to receive fixed non-cumulative preferential cash
4 j" d' O& G7 r( o3 b! Mdividends, as and when declared by the Board of Directors, subject to the3 N% v# G* ?: p% P
provisions of the Bank Act, payable quarterly on the 25th day of February,
V4 r- o8 m' G0 b+ [4 y3 a1 Z3 C4 wMay, August and November in each year, in the amount per share per annum
/ z& j4 C8 L% ^: Q0 e5 S wdetermined by multiplying the Annual Fixed Dividend Rate applicable to6 h( O% R3 \6 L2 d
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
% v4 }8 o- E5 q) i+ S% rRate for the ensuing Subsequent Fixed Rate Period will be determined by the
* _$ _, U) H1 q; b; qBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day: Q- t- t9 T; ^6 | q
of such Subsequent Fixed Rate Period and will be equal to the sum of the
0 i2 x$ X0 x, U5 PGovernment of Canada Yield on the applicable Fixed Rate Calculation Date6 g. N" r. H- U0 F
plus 3.83%.
: j$ @! ?' `3 c; P0 nIf the Board of Directors does not declare a dividend, or any part thereof, on% x3 o/ y1 l" o/ N2 i5 S& X
the Preferred Shares Series 18 on or before the dividend payment date for a
/ }6 O" u6 \, fparticular quarter, then the entitlement of the holders of the Preferred/ _8 y: q) E( m( k
Shares Series 18 to receive such dividend, or to any part thereof, for such
# L; H" R& ~) b9 T; L- @0 g0 I$ Equarter will be forever extinguished.
# ]5 P( D1 h' H g' SRedemption: Subject to the provisions of the Bank Act and to the prior consent of the) j# s* w- P' u; [8 a7 x
Superintendent and to the provisions described below under ‘‘Details of the
9 ^; a5 ]1 J9 R1 y0 @/ pOffering — Certain Provisions of the Preferred Shares Series 18 as a
0 [+ J" ~9 m$ oSeries — Restrictions on Dividends and Retirement of Shares’’, on! m1 \" S {2 ~, _6 O7 d3 L
February 25, 2014 and on February 25 every five years thereafter, on not
% { m8 V* K6 k2 N0 h4 j9 X4 z) a9 cmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
^$ E" s! k& _( i' e$ v9 l6 ^. J6 Spart of the then outstanding Preferred Shares Series 18, at the Bank’s option
8 a& d: e, W1 B4 {* S( gwithout the consent of the holder, by the payment of an amount in cash for% x r: Z# \: p+ u
each such share so redeemed of $25.00 together with all declared and unpaid
3 A% v8 n& x9 f" B$ J2 adividends to the date fixed for redemption.. F! ?2 x1 U/ ^% l
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic. |5 W; Q8 h9 |. G
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
" C. p9 V- X) H( {- dthe right, at their option, to convert, on February 25, 2014 and on
- X" s3 z+ q5 @. S6 Y6 jS-4
0 V$ X7 t n. z/ Z$ u) BFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any. }! D# f4 |; P7 i( B
or all of their Preferred Shares Series 18 into an equal number of Preferred% n3 j/ |9 x4 M4 P
Shares Series 19 upon giving to the Bank notice thereof not earlier than
$ N! N* o# g/ b3 h$ [# A* ? ?30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day( x' R# o+ X, E7 j+ a
preceding, a Series 18 Conversion Date.
3 H+ Y3 \0 u3 ?Automatic Conversion If the Bank determines, after having taken into account all shares tendered
4 x. b; g+ l& i; I KProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
- p: O @0 j- X# r9 ]* SSeries 19, as the case may be, that there would be outstanding on such7 T1 T: i9 Z$ u% r0 q
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
9 u+ i1 u8 t7 t8 I9 g1 Z; w; msuch remaining number of Preferred Shares Series 18 will automatically be
7 X- ~6 i* U, R2 e, w( ]* tconverted on such Series 18 Conversion Date into an equal number of
+ y- r, s) t5 D- s. e8 I! K0 C; bPreferred Shares Series 19. Additionally, if the Bank determines that, after
( l& s0 z1 n6 L- H4 N, uconversion, there would be outstanding on such Series 18 Conversion Date
* N1 R6 u. J' pless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares! V: s/ N! M$ P" k* |! }
Series 18 will be converted into Preferred Shares Series 19.
! x6 f3 x9 ]% u* I8 K" I1 i- nVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares8 p( S7 X; [- C/ y# j w) ?1 _) {
Series 18 will not be entitled as such to receive notice of, attend, or vote at,( z5 |+ Y- y6 n0 w! {! |6 t
any meeting of the shareholders of the Bank unless and until the first time at
1 e- f- f/ A% |3 Iwhich the Board of Directors has not declared the whole dividend on the. Y4 J2 k" m( |; m
Preferred Shares Series 18 in any quarter. In that event, subject as
& t5 W# W2 M. F3 U# k3 R3 ehereinafter provided, the holders of Preferred Shares Series 18 will be
m% {- U2 i2 centitled to receive notice of, and to attend, meetings of shareholders at which
* F7 C; Z3 r+ r6 m0 o5 wdirectors of the Bank are to be elected and will be entitled to one vote for
# U/ `9 J% U5 d) b4 v9 Yeach Preferred Share Series 18 held. The voting rights of the holders of the `2 g5 h- Y4 W7 U
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of% v+ J3 F4 I. E4 f' d
the first dividend on the Preferred Shares Series 18 to which the holders are# b f0 F# J8 W: `9 o3 k3 a. C; U/ g
entitled thereunder subsequent to the time such voting rights first arose until
# f' M$ n% J4 Q* o7 \6 D0 Lsuch time as the Bank may again fail to declare the whole dividend on the
! d) n; Q) e2 v0 ?% d$ _/ s8 ]- pPreferred Shares Series 18 in respect of any quarter, in which event such
" v4 p6 N( g2 B0 m" g _9 `voting rights will become effective again and so on from time to time.& X, \$ l- o/ }1 t
Principal Characteristics of the Preferred Shares Series 198 g; {& w) z) j
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive* ]3 w, k) V: [
floating rate non-cumulative preferential cash dividends, as and when, F/ K, B; W" U
declared by the Board of Directors, subject to the provisions of the Bank Act,
2 J+ M8 z7 s) `5 _* U, |5 e3 Gpayable quarterly on the 25th day of February, May, August and November
) ^8 @( T2 M" @in each year, in the amount per share determined by multiplying the
3 n- U: S* \$ `$ N1 p2 B7 C: happlicable Quarterly Floating Dividend Rate by $25.00. w6 d" N2 r) c# M5 o& o
On the 30th day prior to the commencement of the initial quarterly dividend
! f5 n, t6 }% h- {; r$ [period beginning on February 25, 2014, and on the 30th day prior to the first3 ?2 h0 b) F4 p& n
day of each subsequent quarterly dividend period (the initial quarterly& k/ F! z4 v& P
dividend period and each subsequent quarterly dividend period is referred to
7 t7 G# _' f! ^& Tas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
$ D" M6 z3 {- Q' L) ?Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
- x' f% f" J- d# S# i' x% OPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the$ }! w, A4 ^- Z. X! A2 V, ^
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
4 S& B: _2 c9 yelapsed in the applicable Quarterly Floating Rate Period divided by 365) @# i, K* r" L
determined on the 30th day prior to the first day of the applicable Quarterly6 `$ s+ [: l" x0 b' w
Floating Rate Period.
/ f# {: }7 [; A7 {- e, @. S: N# GS-56 D+ |; I" t% R- [
If the Board of Directors does not declare a dividend, or any part thereof, on' o3 p7 J2 O5 H( ~
the Preferred Shares Series 19 on or before the dividend payment date for a1 L* {5 }1 X: l5 q* r
particular quarter, then the entitlement of the holders of the Preferred( Y( J9 F! W$ J8 r/ D
Shares Series 19 to receive such dividend, or to any part thereof, for such- x# c+ @. E e3 U6 q$ A1 U3 P
quarter will be forever extinguished." M _' A4 _" Y. E e
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
2 F' L3 Z* t+ d- _: Z8 T& WSuperintendent and to the provisions described below under the heading) I% n* ^# }% t' n
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
& r! M1 Q0 L$ f* n( o$ L$ P) BSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
( e0 V# S- }' |4 c+ j* N; _# Son not more than 60 nor less than 30 days’ notice, the Bank may redeem all$ V3 l6 S/ e+ M& e# l5 ~) w
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s9 j2 s+ x! Y5 R" B8 g ~: [- l
option without the consent of the holder, by the payment of an amount in# D F9 f, O" D, n
cash for each such share so redeemed of (i) $25.00 together with all declared
* A9 N6 Z5 P& B. j5 I8 y( L5 H" j. Pand unpaid dividends to the date fixed for redemption in the case of
# K3 u, [) w Iredemptions on February 25, 2019 and on February 25 every five years# s ?3 m# n8 M" D4 B! h% ?) P d
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to; f' c( U) S/ p) T
the date fixed for redemption in the case of redemptions on any other date( B. a5 |; B y: n' D
on or after February 25, 2014.! {0 L$ {& }5 K+ D) g* ^
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
/ E: \) j2 ]2 T) d& b: ZShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have( \/ @8 m7 a# e" y8 F- W
the right, at their option, to convert, on February 25, 2019 and on
( S4 f, q9 ^, d8 W: K; g2 BFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
6 g+ l9 Y6 V: ?; e$ Sor all of their Preferred Shares Series 19 into an equal number of Preferred
; X" J& _9 [+ a; v' @; X" D5 qShares Series 18 upon giving to the Bank written notice thereof not earlier
$ }+ f0 s* [/ b0 Sthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
/ y' M k1 d s- g2 u15th day preceding, a Series 19 Conversion Date.$ z" w5 z1 p# [
Automatic Conversion If the Bank determines, after having taken into account all shares tendered! C, u' B& g# k, k, e+ S5 m5 [8 v
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
! ]( M. \) E! F, u# ]Series 18, as the case may be, that there would be outstanding on such
/ D6 n+ C$ T/ s% ?) aSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,6 m- r C5 k+ s4 t1 c
such remaining number of Preferred Shares Series 19 will automatically be
8 K7 m9 @) n) V0 Q% K0 rconverted on such Series 19 Conversion Date into an equal number of
# i! S0 S# ] {Preferred Shares Series 18. Additionally, if the Bank determines that, after" k Z; b4 y! K" O0 Z( X8 c/ N$ a7 e
conversion, there would be outstanding on such Series 19 Conversion Date
$ D' D( @$ z% n) P6 S ~: vless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares2 Y. H" |: _- z3 Z( e
Series 19 will be converted into Preferred Shares Series 18.
$ ^ Y+ n8 X! w! }0 i- \: o. ]. PVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
. _) C2 j4 H9 I( jSeries 19 will not be entitled as such to receive notice of, attend, or vote at,/ p; l+ H+ S0 @5 {4 }
any meeting of the shareholders of the Bank unless and until the first time at
$ ^; J" A* D5 a" ?7 L% \which the Board of Directors has not declared the whole dividend on the
- t7 R( w6 H2 S. C& GPreferred Shares Series 19 in any quarter. In that event, subject as/ W" X) A* w! u3 X
hereinafter provided, the holders of Preferred Shares Series 19 will be
, k/ K! q7 @, n8 j: Bentitled to receive notice of, and to attend, meetings of shareholders at which
0 w2 v, Z. D- ~2 H+ [( f$ ]directors of the Bank are to be elected and will be entitled to one vote for0 z5 u9 u, V- j" L5 q
each Preferred Share Series 19 held. The voting rights of the holders of the
) X: @' p; p0 L" _1 Y1 ~Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
6 E7 P. e" ^% @+ Y) bthe first dividend on the Preferred Shares Series 19 to which the holders are, J! Y- ]% c1 W4 h( B9 {1 X
entitled thereunder subsequent to the time such voting rights first arose until7 U9 p3 s, y7 m7 V2 ^+ b
such time as the Bank may again fail to declare the whole dividend on the1 d; f' y* Q* ~, {2 B
Preferred Shares Series 19 in respect of any quarter, in which event such
# W3 i. R. F& B- c' C: w. E+ x7 wvoting rights will become effective again and so on from time to time.
- @( Y. ~/ R1 E! d4 T" f4 KS-6& r: ?, C6 R$ ]
Priority: The preferred shares of each series of the Bank will rank on a parity with' {) i3 o* J, T3 R4 |4 a
every other series and are entitled to preference over the common shares of
; Z! k, ]# T- ]7 q1 L8 \' Vthe Bank and over any other shares of the Bank ranking junior to the
, V6 L$ ?, C/ r" H; a' E5 {preferred shares with respect to the payment of dividends and upon any
. Q) i8 ]1 z ~, kdistribution of assets in the event of the liquidation, dissolution or
# q/ G' p8 l7 S5 v5 J! H# Nwinding-up of the Bank.( C. I l1 U9 n ^4 V
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under3 b% j( V# I0 e
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares5 i/ B i* W- N+ H: D
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
& F" g4 S; b; c9 _4 Q% @8 ^dividends received on such shares under Part IV.1 of such Act. |
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