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发表于 2008-11-29 16:58
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下面是BMO的:8 K7 T& P" ~/ H
SUMMARY OF THE OFFERING2 R. F3 c1 U: X5 A! |
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’’.9 [! |, V# e; Q5 G) H, v% V
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.7 y* K" d3 }- o
Amount: $150,000,000 (6,000,000 shares).% {) l* X( u% \9 }6 W4 m. o
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
) Z l# o R! M7 R# sPrincipal Characteristics of the Preferred Shares Series 18 s+ ^0 s& Z( e8 N# w! L
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
- W6 W9 ^: K7 w+ A7 P5 D% P' vnon-cumulative preferential cash dividends, as and when declared by the
3 {- ?7 V" y1 b: C( A- D2 O% h% A3 mBoard of Directors, subject to the provisions of the Bank Act, for the initial
4 D! X _5 C* a6 J5 B, `period commencing on the closing date and ending on and including
( G3 A8 ?$ T& R, p1 I6 g# nFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the+ y3 O3 q3 C$ g d* I5 O2 e, p1 b
25th day of February, May, August and November in each year, at a rate
0 j+ A7 z* ~, P" H. }equal to $0.40625 per share. The initial dividend, if declared, will be payable
" \$ e) _+ W8 B, K5 vMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing/ X/ F$ K' y" ~; z% I# M! E
date of December 11, 2008.+ K4 z' Q) l* o% Q" t
For each five-year period after the Initial Fixed Rate Period (each, a
- B1 ~7 N9 G g; C* l‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares& c* j$ Q% b) X8 S$ }
Series 18 will be entitled to receive fixed non-cumulative preferential cash. @) i" ~$ @5 p9 e; n3 S
dividends, as and when declared by the Board of Directors, subject to the
$ W, o0 i% u* m3 aprovisions of the Bank Act, payable quarterly on the 25th day of February,
6 J& L- R6 f! t$ }- v' v# x4 VMay, August and November in each year, in the amount per share per annum
6 i; b$ j+ C8 |" q! z$ ?/ ~$ ?determined by multiplying the Annual Fixed Dividend Rate applicable to
5 D! @4 q8 S: R+ }) [such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
) x6 w! E; L) q( B: v' IRate for the ensuing Subsequent Fixed Rate Period will be determined by the0 V; g/ n0 i4 X* g& p
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day+ w+ w. x7 y1 D
of such Subsequent Fixed Rate Period and will be equal to the sum of the6 Z" H# W7 k7 {
Government of Canada Yield on the applicable Fixed Rate Calculation Date
5 G8 N* O$ o+ z n: aplus 3.83%.( c+ K h- R* a1 W
If the Board of Directors does not declare a dividend, or any part thereof, on
`# [% U9 k! c' Qthe Preferred Shares Series 18 on or before the dividend payment date for a
/ `- k$ ^2 ]+ Uparticular quarter, then the entitlement of the holders of the Preferred8 w6 c$ o) x' g: K/ h4 A
Shares Series 18 to receive such dividend, or to any part thereof, for such+ R) j$ a: m3 N
quarter will be forever extinguished.
! i) r/ F* y9 z0 URedemption: Subject to the provisions of the Bank Act and to the prior consent of the
. k N2 ^" ^" ^Superintendent and to the provisions described below under ‘‘Details of the
" ~$ W( K Q2 [0 K* _6 W% v% ROffering — Certain Provisions of the Preferred Shares Series 18 as a" v( b- C' q3 R6 u* Y2 c
Series — Restrictions on Dividends and Retirement of Shares’’, on
! `' `1 w" b! M, ?) g& _$ uFebruary 25, 2014 and on February 25 every five years thereafter, on not
9 m" B- R+ s* `more than 60 nor less than 30 days’ notice, the Bank may redeem all or any& k' }( G" t4 l$ L9 E
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
G. ?9 @2 S( swithout the consent of the holder, by the payment of an amount in cash for
' T- U1 r* B5 feach such share so redeemed of $25.00 together with all declared and unpaid& B$ Q, x+ [3 G0 b, ~
dividends to the date fixed for redemption.
' g& u. _5 T! d! i8 i2 d0 a" C7 MConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic G" {* K( F5 Z
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have4 w' _+ S2 Q. }. l. u
the right, at their option, to convert, on February 25, 2014 and on* g" E* Q, ]) o# ~+ l
S-4
, Y& h- e: i: @0 ?# dFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
3 x5 O: Z( B6 D- F% a8 B! dor all of their Preferred Shares Series 18 into an equal number of Preferred R* L5 U" K2 `# c4 R! f
Shares Series 19 upon giving to the Bank notice thereof not earlier than, o8 E, o' T' Z- R8 q. W
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
g! K5 E9 p# `; {preceding, a Series 18 Conversion Date.
$ Y) d& p* x) w8 v! bAutomatic Conversion If the Bank determines, after having taken into account all shares tendered" }- T# {4 x% L1 G0 B/ v, }# G
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares/ |5 D: Y( ~2 o* Z/ A7 }4 N
Series 19, as the case may be, that there would be outstanding on such+ F' W: f- G3 |4 w' ?4 D, `+ f. g, i
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
) F: D! a+ E+ s8 B9 q8 ksuch remaining number of Preferred Shares Series 18 will automatically be
4 N( f% S1 o: `7 Fconverted on such Series 18 Conversion Date into an equal number of
( a8 o( j2 q1 ?; @! KPreferred Shares Series 19. Additionally, if the Bank determines that, after: G3 V; f8 L% T7 Z# s: B/ K
conversion, there would be outstanding on such Series 18 Conversion Date
* I5 Z) P: w% }6 Yless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
# h, L- u' c# h2 GSeries 18 will be converted into Preferred Shares Series 19.
r: l2 K. E$ `' l& d$ ~% XVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
; |8 i9 R% n* p) ~! x* r: eSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
]$ W1 g+ A. q+ X0 n$ x& Nany meeting of the shareholders of the Bank unless and until the first time at7 D6 S2 O8 T0 T! M3 m1 i& s x
which the Board of Directors has not declared the whole dividend on the$ |& L6 s' ^1 \! g$ J# f# L
Preferred Shares Series 18 in any quarter. In that event, subject as P5 E- S' D4 o7 b. X" |& i4 R L
hereinafter provided, the holders of Preferred Shares Series 18 will be
0 t4 ^' t* J) n, X/ w, A% sentitled to receive notice of, and to attend, meetings of shareholders at which
& N: v* K+ ~ |" c3 k4 Mdirectors of the Bank are to be elected and will be entitled to one vote for
2 x% g6 F5 U1 k$ z, peach Preferred Share Series 18 held. The voting rights of the holders of the
' Z. G# V% |2 MPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
4 r% ~! m6 @7 I1 Y nthe first dividend on the Preferred Shares Series 18 to which the holders are
1 [8 D5 H/ i: `5 M5 @entitled thereunder subsequent to the time such voting rights first arose until
: `! U; f- p- d8 [% o7 wsuch time as the Bank may again fail to declare the whole dividend on the+ O7 ]4 Y; f% Z! L5 d& P
Preferred Shares Series 18 in respect of any quarter, in which event such# u2 c& P1 h5 d. z$ E/ j0 G
voting rights will become effective again and so on from time to time.0 b" G1 e, S4 s
Principal Characteristics of the Preferred Shares Series 19* M$ n5 _& {7 t. b/ x
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
3 A! U7 l5 w/ a. [# J M* ~floating rate non-cumulative preferential cash dividends, as and when
1 L- J( F& [. i2 \* R+ u4 cdeclared by the Board of Directors, subject to the provisions of the Bank Act,3 \3 N6 ]4 U& C2 q
payable quarterly on the 25th day of February, May, August and November
$ \+ ^! `+ [! Oin each year, in the amount per share determined by multiplying the1 \6 J# k* a# d" L5 a7 ~/ O# X& t# D3 A
applicable Quarterly Floating Dividend Rate by $25.00.
6 Y: L* |( l& u8 ?5 G2 f( fOn the 30th day prior to the commencement of the initial quarterly dividend5 e* G5 d/ ~8 u* \4 `( m9 A
period beginning on February 25, 2014, and on the 30th day prior to the first
+ _! E9 V- v1 Z8 Zday of each subsequent quarterly dividend period (the initial quarterly
$ V6 |: a- Q& z+ Jdividend period and each subsequent quarterly dividend period is referred to. p t8 w: Q) O
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the; f" ?% o2 D( B$ ^3 F) b4 M1 ]
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
0 `1 z/ D E5 X2 [* @Period. The Quarterly Floating Dividend Rate will be equal to the sum of the# M# S9 K: H; L# Q1 J5 _+ P
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
# U7 j6 F* K2 {4 V: Y2 Delapsed in the applicable Quarterly Floating Rate Period divided by 365)8 w+ L0 x) Q, s8 j/ s: h) Q
determined on the 30th day prior to the first day of the applicable Quarterly+ K, f: `9 F3 f2 a2 s6 Z9 z& d
Floating Rate Period.
% Z+ \" i( R& @0 J9 G) g4 u) P0 x1 {" hS-51 j. m( s! C! a8 g3 |
If the Board of Directors does not declare a dividend, or any part thereof, on9 D- Q- b) j8 d# \$ K4 f
the Preferred Shares Series 19 on or before the dividend payment date for a
+ l% |& l% w: m4 W) ?particular quarter, then the entitlement of the holders of the Preferred
5 T4 c1 l5 f) R [$ a; WShares Series 19 to receive such dividend, or to any part thereof, for such8 d2 B# T' e1 B6 F3 }
quarter will be forever extinguished.
3 i) v: S7 g; h: _Redemption: Subject to the provisions of the Bank Act and to the prior consent of the- C+ Q) y4 q; l% `/ T* C1 A! T
Superintendent and to the provisions described below under the heading
0 L/ m! a6 ^) r5 M, v) k& {‘‘Details of the Offering — Certain Provisions of the Preferred Shares8 J) N* O& D1 z, z- \
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
+ a5 A" L3 p" C" }on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
: e! q8 T4 c3 d- ]6 y+ G- e& }or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
% |' x' C& t( r/ J" ]# Voption without the consent of the holder, by the payment of an amount in; M5 j6 [0 J! c0 m& r& M
cash for each such share so redeemed of (i) $25.00 together with all declared! @% o; N: ~5 d: l1 v, k$ G& ]6 F
and unpaid dividends to the date fixed for redemption in the case of
& K6 F" E1 F# n/ Xredemptions on February 25, 2019 and on February 25 every five years$ ]. w6 h3 B4 C" a2 g# k
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
4 G4 [( V( r7 b& `5 v, qthe date fixed for redemption in the case of redemptions on any other date
5 N. c0 |: y/ x1 k* K& S1 l- Q1 |2 Kon or after February 25, 2014.2 K5 S; H( t$ V( s$ e7 m' O' i
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic8 r4 F8 ?( {+ E) u
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
2 V+ f2 D! p q/ s2 ~the right, at their option, to convert, on February 25, 2019 and on
1 t, z9 ^: I6 yFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
: \3 S w4 i8 Y; h4 {( p* Vor all of their Preferred Shares Series 19 into an equal number of Preferred, _( B: r( L0 H% l
Shares Series 18 upon giving to the Bank written notice thereof not earlier' I( h0 i* G, a9 [! `# i4 c5 i# E
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
6 b3 u: u1 p: @2 C* j15th day preceding, a Series 19 Conversion Date.0 p- A. H1 X( U' `+ ?
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
5 y4 X( {" V& L! c; I+ ?Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
& C$ U1 n4 [. [3 B; d: `5 TSeries 18, as the case may be, that there would be outstanding on such2 }( G: M- n7 ?5 E' h) \
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,. ~2 ]6 f/ w! B [2 ]0 B
such remaining number of Preferred Shares Series 19 will automatically be
[" ~) H) n n" m9 Fconverted on such Series 19 Conversion Date into an equal number of5 A+ q2 l o0 R& J. T9 ]9 X
Preferred Shares Series 18. Additionally, if the Bank determines that, after5 z7 ]9 K4 O/ D9 ]* R6 Z( r
conversion, there would be outstanding on such Series 19 Conversion Date
% X& E0 [8 \/ m0 m# Aless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares8 B) v& Z( ]/ Z
Series 19 will be converted into Preferred Shares Series 18.9 A- t; ^, O, b( n, r) u) D
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares1 P( e0 l W1 Z, @& ^+ o. K
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
& f3 ?/ s4 E. z/ d& b) many meeting of the shareholders of the Bank unless and until the first time at
( m4 a9 C0 z9 N3 z% j; Swhich the Board of Directors has not declared the whole dividend on the
, n, r" I% [, l4 x$ m6 o8 \Preferred Shares Series 19 in any quarter. In that event, subject as
: ^& u2 a: b+ k: |* Qhereinafter provided, the holders of Preferred Shares Series 19 will be
9 P4 j5 r( k# r# [" Zentitled to receive notice of, and to attend, meetings of shareholders at which% J7 N7 m; g) ?9 u' \# {1 {
directors of the Bank are to be elected and will be entitled to one vote for
6 p( d1 e, M! v5 | j1 i6 {each Preferred Share Series 19 held. The voting rights of the holders of the/ P' X7 y$ ]$ |+ v
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
8 W5 g: s }% Z! e1 i2 f# dthe first dividend on the Preferred Shares Series 19 to which the holders are
; T5 L( {1 q# \' \) Yentitled thereunder subsequent to the time such voting rights first arose until& E8 z% ~9 @: J; q
such time as the Bank may again fail to declare the whole dividend on the4 Y9 d Z: D* X/ ?6 ~% X
Preferred Shares Series 19 in respect of any quarter, in which event such% M" N4 ^1 w+ U/ {- `9 j" U
voting rights will become effective again and so on from time to time.
% i0 l0 X7 [" ^5 TS-6+ O/ {9 X1 a- R t& H& |. B
Priority: The preferred shares of each series of the Bank will rank on a parity with- N- b; `$ ^9 R+ r. H+ D
every other series and are entitled to preference over the common shares of
$ h# \; X0 A& @the Bank and over any other shares of the Bank ranking junior to the( [. s: v' r. K& N- Z
preferred shares with respect to the payment of dividends and upon any
' B9 y, J8 x0 C5 ?9 _( d: Ddistribution of assets in the event of the liquidation, dissolution or# e; q3 ^' F7 c# G0 R G0 y0 V
winding-up of the Bank.2 g% @$ s' m' p& ~
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
8 |7 [! L. }( v/ G9 n; dDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
& m9 m- q- ?% uSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
. v/ e6 [7 y2 d) v' c- Qdividends received on such shares under Part IV.1 of such Act. |
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