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发表于 2008-11-29 16:58
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下面是BMO的:, D' O' w+ _* C- c' E7 v
SUMMARY OF THE OFFERING
: t* @4 r6 S5 o, z8 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’’.) V8 e5 j- F, F* \- W/ Z1 f" C
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
* ~% ]2 ^ ]+ F/ G9 eAmount: $150,000,000 (6,000,000 shares). F* I( q7 ^- @# g& c+ f$ j2 `
Price and Yield: $25.00 per share to yield initially 6.50% per annum.. I5 D+ x, h8 H% I1 m, s
Principal Characteristics of the Preferred Shares Series 18 i7 K! c% x7 o4 @% z) A; R
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
+ x0 |6 {% Z& u1 `non-cumulative preferential cash dividends, as and when declared by the
$ D, D) [3 V" \9 n7 O+ oBoard of Directors, subject to the provisions of the Bank Act, for the initial
% ~) ]5 b9 c, ~" c1 Kperiod commencing on the closing date and ending on and including, P" b. c5 y( q4 O4 d: \3 l
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
D" P+ G* h | G+ J% Z$ i25th day of February, May, August and November in each year, at a rate7 D9 G4 x4 R$ G! _# R! V
equal to $0.40625 per share. The initial dividend, if declared, will be payable
7 C) M2 c8 Y9 I& N% [; z& SMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing. d+ k: E) x7 S4 Y1 O
date of December 11, 2008.6 B0 S/ K; O( [3 D" T
For each five-year period after the Initial Fixed Rate Period (each, a, z. \3 {7 A% T& x4 G5 j4 O
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
: H l+ W x/ rSeries 18 will be entitled to receive fixed non-cumulative preferential cash
; f/ l0 ]5 c& n/ adividends, as and when declared by the Board of Directors, subject to the- M9 m$ d- @6 S! S# k/ A
provisions of the Bank Act, payable quarterly on the 25th day of February,2 K6 n0 H& o. ] I) Z
May, August and November in each year, in the amount per share per annum
- r/ b. ~" ~6 ~8 p) @# Pdetermined by multiplying the Annual Fixed Dividend Rate applicable to
3 d, ^: d R: n! r3 T Dsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend6 f# E2 e7 P7 N8 D( o" T- A# W
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the+ Q( z- H7 k9 h, G7 t: }2 ]" P1 I7 ^
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day4 n2 r$ J `/ F: ^
of such Subsequent Fixed Rate Period and will be equal to the sum of the
- R9 R3 Q, w4 g4 r$ }3 @Government of Canada Yield on the applicable Fixed Rate Calculation Date! O: m5 ?8 Q9 w7 l5 a ^
plus 3.83%.. i/ M( q8 X9 y. h( M0 Z! F
If the Board of Directors does not declare a dividend, or any part thereof, on/ v! \8 k7 v/ G, \ R; {
the Preferred Shares Series 18 on or before the dividend payment date for a, @) A. v& d, b! Y* N3 y5 L0 K
particular quarter, then the entitlement of the holders of the Preferred
/ W; `6 |, g6 D# Y* }0 M+ oShares Series 18 to receive such dividend, or to any part thereof, for such z6 l j6 i( b, Q6 d5 i3 W
quarter will be forever extinguished.
8 E3 o, }; L% O5 t# }2 dRedemption: Subject to the provisions of the Bank Act and to the prior consent of the! Y9 A0 m% b+ C8 S& o- }
Superintendent and to the provisions described below under ‘‘Details of the3 M0 T0 \2 `; g- X2 q1 D& g% o
Offering — Certain Provisions of the Preferred Shares Series 18 as a7 Z+ U6 q$ p7 H
Series — Restrictions on Dividends and Retirement of Shares’’, on
, V7 G) N" J$ s% c# I' Q$ ]February 25, 2014 and on February 25 every five years thereafter, on not* A- q4 D, {) x$ P; x& Y' {
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any ?' H/ x5 n/ N/ ~0 \
part of the then outstanding Preferred Shares Series 18, at the Bank’s option8 G7 p4 i# @) F$ A' J' n
without the consent of the holder, by the payment of an amount in cash for
i( W2 U. s& v) S6 Zeach such share so redeemed of $25.00 together with all declared and unpaid- T! q, r/ e6 A- f3 h
dividends to the date fixed for redemption.% {' S% S; g! X; n2 F
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
* P; A5 `( R% AShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
8 s1 v( G1 P1 d( Q/ I. p- ]the right, at their option, to convert, on February 25, 2014 and on- Q9 O% Z% T( F9 M0 J! Y8 p2 l
S-4
3 [2 y" T' Y4 S, C: u* GFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
! J& q! q6 n6 A: gor all of their Preferred Shares Series 18 into an equal number of Preferred9 p) L% S6 j* s5 R) [: j, W
Shares Series 19 upon giving to the Bank notice thereof not earlier than' q6 a& m5 B6 W- H
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
! P, f; U5 K$ N& L$ ]0 }preceding, a Series 18 Conversion Date.4 P _. _% q' W4 g
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
" T! ~: ?1 P% e* r, a% QProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares, L) n+ T2 `/ {8 f4 o; D2 x
Series 19, as the case may be, that there would be outstanding on such
0 Q" ^0 J* y7 q% @6 ]6 B* iSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,/ L; T* z! j- D
such remaining number of Preferred Shares Series 18 will automatically be; ~7 o) n) ~9 K# N7 `% f- s$ G8 I% {
converted on such Series 18 Conversion Date into an equal number of
/ z( ~0 s6 X7 ^' f) ^: J+ XPreferred Shares Series 19. Additionally, if the Bank determines that, after
4 g5 X2 P9 C4 K9 \( T& x! k4 Lconversion, there would be outstanding on such Series 18 Conversion Date
1 Q/ N% P0 d: G; I; U, dless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
- |1 Y3 f# z' x9 c4 ?7 @; A4 @. mSeries 18 will be converted into Preferred Shares Series 19.4 o* M9 d8 t3 r2 ?1 x
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
- I0 J! {& t0 j! w7 Y2 M# _Series 18 will not be entitled as such to receive notice of, attend, or vote at, m. D% \) \# r4 U o5 H) e
any meeting of the shareholders of the Bank unless and until the first time at' U. f! k3 H s1 A* S4 r8 }
which the Board of Directors has not declared the whole dividend on the) j. G- C0 ~; y! P; u6 y% V
Preferred Shares Series 18 in any quarter. In that event, subject as( C$ }/ x2 Y6 Z. m" I1 w* ]
hereinafter provided, the holders of Preferred Shares Series 18 will be! r+ A5 P5 P! ?; s
entitled to receive notice of, and to attend, meetings of shareholders at which0 E0 h, r0 M/ [5 n k
directors of the Bank are to be elected and will be entitled to one vote for
3 {6 s; D1 V# \2 Geach Preferred Share Series 18 held. The voting rights of the holders of the* z6 b! P$ \. s+ a7 J+ g
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of3 G; ~- M v: w% K0 Y
the first dividend on the Preferred Shares Series 18 to which the holders are3 Y7 l/ g2 @; |" D$ a
entitled thereunder subsequent to the time such voting rights first arose until& ]* M- D1 h& p. ~5 O
such time as the Bank may again fail to declare the whole dividend on the
4 a3 d, C8 l. k: rPreferred Shares Series 18 in respect of any quarter, in which event such5 `2 I8 `. I/ o( K
voting rights will become effective again and so on from time to time.
8 L* N% i6 L% K/ a! OPrincipal Characteristics of the Preferred Shares Series 19
4 C$ [/ n* b) j. {6 `Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
4 c; Z' O' H. N2 B" Dfloating rate non-cumulative preferential cash dividends, as and when
% S3 T* e" R3 b$ B5 D% @( ]declared by the Board of Directors, subject to the provisions of the Bank Act,
8 ~3 B+ \: d2 a; |" I! n( Ppayable quarterly on the 25th day of February, May, August and November- Q# ^; C; X1 Q0 [' O7 C" E5 V1 U$ j
in each year, in the amount per share determined by multiplying the7 L- V9 S1 V" T) }
applicable Quarterly Floating Dividend Rate by $25.00.
5 n; e5 H1 J% Z" _5 AOn the 30th day prior to the commencement of the initial quarterly dividend
2 d0 [ D/ h7 T1 d3 |period beginning on February 25, 2014, and on the 30th day prior to the first
! f! }; A' ~: X- I! T( f' bday of each subsequent quarterly dividend period (the initial quarterly
/ n- Z4 M; w' \dividend period and each subsequent quarterly dividend period is referred to" _! |) w, o) L" p6 k! {" h( f
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
, P1 v5 a0 r2 EQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate( k9 ]$ g% ?9 B0 [
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the6 o8 |; g, C6 q" p, z4 C
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
$ r' M9 z9 k( Q1 T9 v0 o( \elapsed in the applicable Quarterly Floating Rate Period divided by 365)
8 N9 u- P) {) pdetermined on the 30th day prior to the first day of the applicable Quarterly0 g- f X* s+ J. Y" [- E! ]
Floating Rate Period.- H8 ^# q3 m; r( x
S-5
( }1 x$ F H3 ]* v% i: |2 ?If the Board of Directors does not declare a dividend, or any part thereof, on
! T1 F, r6 b3 ]8 ]% T Wthe Preferred Shares Series 19 on or before the dividend payment date for a$ G4 U9 q" T+ W6 ~- x0 l- N
particular quarter, then the entitlement of the holders of the Preferred
# g4 W# ^3 X0 C( Y% Q. PShares Series 19 to receive such dividend, or to any part thereof, for such B/ z7 q* B! k, K, D
quarter will be forever extinguished.
& ~& ~! h/ J$ M( D U1 DRedemption: Subject to the provisions of the Bank Act and to the prior consent of the Q7 X! [) l3 V, N: E" ?( U) K8 P }
Superintendent and to the provisions described below under the heading
0 B) c; X+ M/ }. v% r" ^‘‘Details of the Offering — Certain Provisions of the Preferred Shares1 v5 O0 u$ }( \" }2 E0 C: E) n
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
! r/ u) \/ h+ [. non not more than 60 nor less than 30 days’ notice, the Bank may redeem all
) m3 x% e3 C; e- f# V$ m- e* xor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
! R/ c- T: A3 g0 \0 V# s2 o ~4 Ooption without the consent of the holder, by the payment of an amount in
% F1 B" t) N- N8 B( Y" J2 Dcash for each such share so redeemed of (i) $25.00 together with all declared
' D, w3 v5 p7 u' E( I# d: Pand unpaid dividends to the date fixed for redemption in the case of- F! V, G' P: Q$ U1 F- o( d
redemptions on February 25, 2019 and on February 25 every five years9 U* _& G+ U9 W2 ^+ W
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to' U0 Q8 L" c% ^! m2 c
the date fixed for redemption in the case of redemptions on any other date8 U1 C4 F. l) s7 b3 _9 o7 p
on or after February 25, 2014.
7 T1 A# S0 y8 }8 n1 ^7 o' NConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic3 |( B6 c. I* q3 K+ I# B2 P5 ^7 u
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
) C& ~: Y# l* _the right, at their option, to convert, on February 25, 2019 and on
5 o( o8 s, D( a+ f" SFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
2 w5 e. r! B3 j" X6 i4 Sor all of their Preferred Shares Series 19 into an equal number of Preferred4 a5 H3 f. @2 `, r6 J8 P1 ~) d
Shares Series 18 upon giving to the Bank written notice thereof not earlier$ K9 |: z- w- K6 k" h# I+ H' [+ l
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
3 y% A2 u# ?0 I) _4 U) T8 F7 I& ~15th day preceding, a Series 19 Conversion Date.+ L* V& _" f/ G
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
$ V8 T& t4 G$ ~' H& c/ y$ ]2 z7 ]4 a" YProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares$ K5 k$ T: R" G* H6 | i
Series 18, as the case may be, that there would be outstanding on such& ^- |9 M6 X* u: p' a
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,3 p8 b: u( m) p3 U; I6 b' H
such remaining number of Preferred Shares Series 19 will automatically be8 I0 R% }- W Y4 v- H+ d! P- L
converted on such Series 19 Conversion Date into an equal number of
" p0 ~; K$ n# S1 ?; S, e tPreferred Shares Series 18. Additionally, if the Bank determines that, after
% P. q; G, H4 s- `conversion, there would be outstanding on such Series 19 Conversion Date
( Q" x' F+ t, d: P5 Bless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
) O% `, ` j6 o9 g! {2 pSeries 19 will be converted into Preferred Shares Series 18.
, ~6 u1 b9 C9 ]Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
" `' f h) V3 f/ R5 M$ RSeries 19 will not be entitled as such to receive notice of, attend, or vote at,* I# ]4 {3 c2 }
any meeting of the shareholders of the Bank unless and until the first time at3 B! H% r" G3 i$ p
which the Board of Directors has not declared the whole dividend on the/ U* r9 T1 w( g7 v& o
Preferred Shares Series 19 in any quarter. In that event, subject as
9 v& a* h. i5 l5 _" k- Q5 d* e6 g, Zhereinafter provided, the holders of Preferred Shares Series 19 will be
6 n2 m. Z' B3 l- u( I' Tentitled to receive notice of, and to attend, meetings of shareholders at which1 H0 f2 Q' x: y! n0 {
directors of the Bank are to be elected and will be entitled to one vote for8 r) T W& V8 @) O8 I* `
each Preferred Share Series 19 held. The voting rights of the holders of the
" P( w5 D) U9 b# m1 [Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
' F$ |& ~2 @; @0 A0 |; d2 ?the first dividend on the Preferred Shares Series 19 to which the holders are( F. `7 ~. C; n3 z9 z
entitled thereunder subsequent to the time such voting rights first arose until
$ v" y$ ?: g0 Jsuch time as the Bank may again fail to declare the whole dividend on the
* ~5 M) J: V3 W; g5 C1 R7 EPreferred Shares Series 19 in respect of any quarter, in which event such
6 N3 n4 \( A3 j1 T( Z. j* Wvoting rights will become effective again and so on from time to time.1 g& c# h6 X3 }$ E( C9 b9 N
S-6
8 w# M( k2 \1 w) I% @( x$ hPriority: The preferred shares of each series of the Bank will rank on a parity with* J. j, p# q$ c: I. T9 O4 k
every other series and are entitled to preference over the common shares of; g |; k: J" k* F
the Bank and over any other shares of the Bank ranking junior to the
# u; H" i- L3 T( ^. V0 opreferred shares with respect to the payment of dividends and upon any$ z$ N' C6 N% ?6 ]
distribution of assets in the event of the liquidation, dissolution or
+ ~6 g5 L& `; L* p3 gwinding-up of the Bank.* g. C9 L5 z+ q$ F% v
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
. V+ n/ ]& q$ T. cDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
9 g) B( ^7 g; v4 s3 q) _Series 18 and Preferred Shares Series 19 will not be required to pay tax on
: Z5 l2 u1 R- I* [2 [1 Y2 i7 t% hdividends received on such shares under Part IV.1 of such Act. |
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