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发表于 2008-11-29 16:58
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下面是BMO的:, u. {1 z2 F( n& k5 f
SUMMARY OF THE OFFERING
2 s8 f( q: [7 O/ s: c0 h& h& HThis 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’’.. v' i0 e5 W9 ]9 l9 x1 K
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.) Z- U: j+ g8 b$ U( L
Amount: $150,000,000 (6,000,000 shares).) a7 q0 D$ v4 ]6 a# O( _
Price and Yield: $25.00 per share to yield initially 6.50% per annum.% h) [3 u; M; Y4 L0 n
Principal Characteristics of the Preferred Shares Series 18
. A# V4 ?9 c6 ?$ X- `' F6 G" sDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
) b- J/ u- y6 e/ lnon-cumulative preferential cash dividends, as and when declared by the, J- S* I, O1 s* l, s- C
Board of Directors, subject to the provisions of the Bank Act, for the initial5 K8 `! S) C2 E! i" T% M5 q6 W5 S
period commencing on the closing date and ending on and including
! q O; ^( e Q' L* NFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the9 A; N4 {2 L; u, Q$ `
25th day of February, May, August and November in each year, at a rate4 u. v+ h, Y, ?9 J1 t% c" Z2 ^1 l
equal to $0.40625 per share. The initial dividend, if declared, will be payable
% }! R9 X! g$ o( S! L( b! hMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing9 i# m, d3 ^4 D( c0 H7 j: J
date of December 11, 2008.
9 q$ y* h. e2 A MFor each five-year period after the Initial Fixed Rate Period (each, a5 J4 j7 Z, J' Y: f
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares: _ w; C5 [1 R, u* @; f- A& E
Series 18 will be entitled to receive fixed non-cumulative preferential cash$ I; X7 F. e# t4 {. H' S5 ^, t. j
dividends, as and when declared by the Board of Directors, subject to the( k |9 ~- S. [ @6 C4 j
provisions of the Bank Act, payable quarterly on the 25th day of February,, r( H& f( G6 u# D" v
May, August and November in each year, in the amount per share per annum* Z7 H3 N+ v- R C2 I
determined by multiplying the Annual Fixed Dividend Rate applicable to" i3 K# U8 U5 \& [% N
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend, }: V: y0 @* q( s
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
. _; Q. k. {6 I$ C* G( _3 }6 Y7 ^. bBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day4 a' D, W3 o0 s0 s
of such Subsequent Fixed Rate Period and will be equal to the sum of the
; a g' m& j0 L0 [" gGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
% c. Y/ C$ e3 m2 uplus 3.83%.
2 P8 I6 V# k- yIf the Board of Directors does not declare a dividend, or any part thereof, on
9 k4 Z0 @5 J* y7 n7 Dthe Preferred Shares Series 18 on or before the dividend payment date for a1 J" w0 B) a. U' N$ c5 h
particular quarter, then the entitlement of the holders of the Preferred# I' S3 N7 L; ]! E0 o) u9 L2 |5 O
Shares Series 18 to receive such dividend, or to any part thereof, for such2 {" I& f' y( f* F0 o1 r
quarter will be forever extinguished.
% ~+ l" z2 Y" Z' b; ]6 D0 V& p8 P/ [Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
) ]6 R f: ~: V2 |4 y! U X) {1 oSuperintendent and to the provisions described below under ‘‘Details of the
% q! p. R$ K5 g5 D6 U. ]1 XOffering — Certain Provisions of the Preferred Shares Series 18 as a9 t# W& ^9 _2 t) d: j
Series — Restrictions on Dividends and Retirement of Shares’’, on* F7 K2 r- W5 D% p+ u
February 25, 2014 and on February 25 every five years thereafter, on not! C* C' h. E5 H2 O
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any) x; M. U) ~ @. w2 }* n! ^
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
7 Z' N+ H! v5 i' Owithout the consent of the holder, by the payment of an amount in cash for" H: J0 [% A" G2 _, u: m: B5 z! d+ f* M
each such share so redeemed of $25.00 together with all declared and unpaid/ I* R: f, Y; Q D
dividends to the date fixed for redemption.1 `( l7 ^) n% ]: ?
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic& R8 T T5 u; R: F4 m
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have n* G, c, Y3 O" |2 q
the right, at their option, to convert, on February 25, 2014 and on t) Q& ~& S c, M7 I) e* }' v* D0 O
S-4
& a4 ~5 u& }6 \9 @/ jFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any/ y! i: \8 D: H" ]4 H
or all of their Preferred Shares Series 18 into an equal number of Preferred4 L- R+ _1 D( b) F8 p0 v% R
Shares Series 19 upon giving to the Bank notice thereof not earlier than8 R# Y" A0 i4 w6 n% j) B! J! B
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
. b5 w9 G3 M6 B2 [, g: P: ~$ ]preceding, a Series 18 Conversion Date.
& J; z2 z/ @# O+ u$ FAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
6 L% G1 [0 c7 M+ j$ v: N5 s4 xProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares6 G% H5 J+ @4 Z( f; {& \6 A- M
Series 19, as the case may be, that there would be outstanding on such3 y) b* C* ~, H6 u% ]% e) z9 e; K4 ?
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
4 `# i# w5 r) V/ csuch remaining number of Preferred Shares Series 18 will automatically be v; b# G. H8 _ Y9 C3 i& O3 U$ F8 a! G
converted on such Series 18 Conversion Date into an equal number of+ }9 E. R* l; e6 u C7 t- l
Preferred Shares Series 19. Additionally, if the Bank determines that, after: _- W# g& y( {' q7 u
conversion, there would be outstanding on such Series 18 Conversion Date
( m# R8 w: m; h/ wless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
# _! I% n# d& U" w; bSeries 18 will be converted into Preferred Shares Series 19. p6 R; X! h& o7 g/ C# @ e
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
& t2 r; d9 f+ ~. JSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
3 Z5 I) E5 ^8 s vany meeting of the shareholders of the Bank unless and until the first time at& p v; L5 P* W% L
which the Board of Directors has not declared the whole dividend on the; x0 q! \( ?5 t7 R" |
Preferred Shares Series 18 in any quarter. In that event, subject as1 U' b" ~4 l0 e+ \- [- S
hereinafter provided, the holders of Preferred Shares Series 18 will be
- q4 G" T2 a$ A; ^entitled to receive notice of, and to attend, meetings of shareholders at which
$ P% ~/ W6 p0 R2 ?directors of the Bank are to be elected and will be entitled to one vote for$ Q8 C5 U+ c7 Q _
each Preferred Share Series 18 held. The voting rights of the holders of the
7 A7 c6 x0 i. S& tPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
$ Q* E) x. _# t1 y( {the first dividend on the Preferred Shares Series 18 to which the holders are
$ L4 F/ A: M2 fentitled thereunder subsequent to the time such voting rights first arose until
4 \6 h/ k! A+ n- Isuch time as the Bank may again fail to declare the whole dividend on the
. L/ E f y* X+ g. [( kPreferred Shares Series 18 in respect of any quarter, in which event such1 x; d- j, P Y5 x. u0 Z
voting rights will become effective again and so on from time to time.
9 ~8 C; Z: p3 V3 }5 U, k* \Principal Characteristics of the Preferred Shares Series 19 Y* D3 {2 v5 ~$ [) p
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive7 _+ e0 S% q3 c$ ]# u# g
floating rate non-cumulative preferential cash dividends, as and when
9 `+ u+ R1 U% j- U; Ldeclared by the Board of Directors, subject to the provisions of the Bank Act,4 }- ]+ z# P4 T
payable quarterly on the 25th day of February, May, August and November2 P" n/ R$ v3 I4 b9 p! ^0 s
in each year, in the amount per share determined by multiplying the: `7 ^0 ]! o% @4 S
applicable Quarterly Floating Dividend Rate by $25.00.' s3 q) @( X$ _7 L+ `! E0 i
On the 30th day prior to the commencement of the initial quarterly dividend
. i) s" k" {- Qperiod beginning on February 25, 2014, and on the 30th day prior to the first
) D: V# y3 A, [5 M$ Tday of each subsequent quarterly dividend period (the initial quarterly
8 r' l6 x7 M( Y( ?( fdividend period and each subsequent quarterly dividend period is referred to4 W' w! d" S( D
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
J% p7 k! ]) M! M' uQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate7 }9 J8 B* s5 k0 s( V
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
: i0 B6 Q8 u0 x$ AT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days4 i/ Y/ C2 m& ]4 Y3 G% {' X1 o
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
9 n& i, K+ I6 `! }, Hdetermined on the 30th day prior to the first day of the applicable Quarterly
( j9 ?. m* t4 ?. c% I, j0 EFloating Rate Period.
0 d9 x4 t5 F9 L0 g V5 \9 k5 YS-55 I3 R' q1 O' D/ s4 l5 p
If the Board of Directors does not declare a dividend, or any part thereof, on* T2 K8 F9 h1 m6 U" |! @3 c
the Preferred Shares Series 19 on or before the dividend payment date for a* P: ^& F1 b/ v
particular quarter, then the entitlement of the holders of the Preferred
; Y2 o1 p: h& T/ E B* e! [Shares Series 19 to receive such dividend, or to any part thereof, for such4 m- t+ b2 J! P7 F ]3 q
quarter will be forever extinguished.# A& G$ a/ x8 x( {
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the% f* u9 }6 p/ D3 d, q( e) ?0 y i
Superintendent and to the provisions described below under the heading
+ s" P+ c9 A) \, T0 K‘‘Details of the Offering — Certain Provisions of the Preferred Shares+ {% P* X% i& f y& G* m* l
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,6 n: c' f, J! N8 @& i
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
7 A! Z+ j$ F! [7 M. B' o1 ~or any part of the then outstanding Preferred Shares Series 19, at the Bank’s/ A% p7 k+ Y- a t7 A8 P- o
option without the consent of the holder, by the payment of an amount in2 z3 P7 o, r, r( a. e* V
cash for each such share so redeemed of (i) $25.00 together with all declared
. k" d! l! H% `& `- d* p- N* Mand unpaid dividends to the date fixed for redemption in the case of
/ y+ u5 a T4 @4 V7 ]5 Lredemptions on February 25, 2019 and on February 25 every five years2 ]- K4 q6 q! P3 K/ d
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to/ S* a8 p( x& X( ?: _$ H/ [8 ^
the date fixed for redemption in the case of redemptions on any other date
% T3 D/ w$ S$ S$ L# K! ^on or after February 25, 2014.
6 x: S' q' ~# U4 i/ ]- \/ FConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic5 ~, S( n6 H1 M5 ?! ^0 e0 Z% z j2 n
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
9 g. ^. M5 B5 m) c& uthe right, at their option, to convert, on February 25, 2019 and on. A8 n. V: Z; a) K Q& ?8 Y5 U
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
3 [* M- K4 p- g [& ^# Zor all of their Preferred Shares Series 19 into an equal number of Preferred7 e" U( Z7 ~! e. y$ y/ q! i- g% d
Shares Series 18 upon giving to the Bank written notice thereof not earlier8 G) O5 K; V" p" z6 |: O, Z5 r
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the3 e; c: }0 Q3 @7 O2 J: T) S
15th day preceding, a Series 19 Conversion Date.
! |' h5 V+ z" }, YAutomatic Conversion If the Bank determines, after having taken into account all shares tendered, N o+ N" c5 U
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares D0 c$ \0 X8 d- D
Series 18, as the case may be, that there would be outstanding on such6 L/ `( P* z! Q% o" E4 k1 B4 S# n
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,8 i0 M* \6 W% s4 Y
such remaining number of Preferred Shares Series 19 will automatically be
4 u8 V8 r6 T4 ?1 i! _' uconverted on such Series 19 Conversion Date into an equal number of
5 l8 E2 W9 C& |$ D' m! hPreferred Shares Series 18. Additionally, if the Bank determines that, after
+ M) \1 U2 z; A; P! T) ]( Yconversion, there would be outstanding on such Series 19 Conversion Date" R5 P+ N4 k3 ~' ^
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares, \) U! g, E6 C1 N6 X
Series 19 will be converted into Preferred Shares Series 18.7 F# F. U' y4 a: O2 c6 H
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares. f* O% ~6 a! u5 ]+ y% X% M" t8 `" r
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
7 `, {; G2 I/ \+ `7 n/ X6 k* many meeting of the shareholders of the Bank unless and until the first time at
! S1 f. J Z. l8 ywhich the Board of Directors has not declared the whole dividend on the
! G1 u' t) d0 E! a6 GPreferred Shares Series 19 in any quarter. In that event, subject as4 g7 T/ n1 }( q+ t' v* z8 |
hereinafter provided, the holders of Preferred Shares Series 19 will be' j' Q% S& r9 A# V; h' Q
entitled to receive notice of, and to attend, meetings of shareholders at which
- h- S# d+ n% V/ H+ [' j7 {directors of the Bank are to be elected and will be entitled to one vote for
0 l& a" z! b! U' t, y( oeach Preferred Share Series 19 held. The voting rights of the holders of the
4 D; E( p- U" N5 ^/ y1 j8 BPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
' k# X* i7 s. ethe first dividend on the Preferred Shares Series 19 to which the holders are1 L K- A4 d5 Z
entitled thereunder subsequent to the time such voting rights first arose until: ^4 v6 S- I9 z
such time as the Bank may again fail to declare the whole dividend on the# O) T( `* l, i
Preferred Shares Series 19 in respect of any quarter, in which event such/ {8 g$ m/ L! S3 T
voting rights will become effective again and so on from time to time.
4 E3 l6 K4 n2 X) hS-6
) G2 W- d$ a5 ~& `0 ?& O H0 _Priority: The preferred shares of each series of the Bank will rank on a parity with- M6 @4 Q) `" ^
every other series and are entitled to preference over the common shares of
1 O6 O4 j7 g' [* ~. _0 Bthe Bank and over any other shares of the Bank ranking junior to the5 }1 H* ^, v- D" @! B
preferred shares with respect to the payment of dividends and upon any! W+ I r! l+ {$ p6 q& R
distribution of assets in the event of the liquidation, dissolution or
|# r# A! \6 i- @" L9 y. _4 x0 Cwinding-up of the Bank." P4 E: y( O, g# |- u0 K
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
& Z+ W I2 x X& RDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares/ x' l7 k, t; M9 q* e! @
Series 18 and Preferred Shares Series 19 will not be required to pay tax on7 F+ `+ p9 \$ Q" |
dividends received on such shares under Part IV.1 of such Act. |
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