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发表于 2008-11-29 16:58
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下面是BMO的:+ `- L2 @- p) ` @
SUMMARY OF THE OFFERING7 S+ n& s" M, S3 s: d$ ?
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’’. N _: P, [& O$ k4 s5 j
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
' z! y- K& L( d0 H& i0 _Amount: $150,000,000 (6,000,000 shares).6 r! r) e9 Z' w
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
: O+ {2 y+ _4 P. B6 sPrincipal Characteristics of the Preferred Shares Series 188 Y& |& v( Z5 O/ i$ \4 F. E
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
6 C g" f& w6 {5 Knon-cumulative preferential cash dividends, as and when declared by the
7 `! r- A2 K3 ^5 ^Board of Directors, subject to the provisions of the Bank Act, for the initial: X. U5 k! W: ]2 o; D' C9 ~4 R% V& W9 |
period commencing on the closing date and ending on and including
$ B" k" P/ q5 v/ B0 {' f: }8 m+ RFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the( m) N! r" t* i( s7 T" V
25th day of February, May, August and November in each year, at a rate
) ^* H+ l9 K( z& S9 Sequal to $0.40625 per share. The initial dividend, if declared, will be payable" F3 d A* e5 e3 _! T, w
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing4 ^. G) O7 K( G- d
date of December 11, 2008.
/ Y1 T1 }/ X9 E: R3 |For each five-year period after the Initial Fixed Rate Period (each, a
8 t( H1 q1 t$ c( S‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares0 ~) V, W ~( e X. s
Series 18 will be entitled to receive fixed non-cumulative preferential cash
/ C# B i; [& R) X; s/ a0 odividends, as and when declared by the Board of Directors, subject to the
9 r# O* H# `! c5 I G! |$ e7 ?. Tprovisions of the Bank Act, payable quarterly on the 25th day of February,
! ]6 u! C0 ]' H' N8 fMay, August and November in each year, in the amount per share per annum3 H: A' b/ i% {, a7 r( |8 L
determined by multiplying the Annual Fixed Dividend Rate applicable to
/ d9 l3 D, s; O& I0 b& r! g- _) w& Usuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend) l$ ?$ O5 R! `3 m8 t
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the3 e( a# p' e+ G4 x; e$ ^
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
% F6 g; r; C5 U" F1 |/ ~3 Yof such Subsequent Fixed Rate Period and will be equal to the sum of the
! i" R- F, c4 o$ _) gGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
+ B, y- |: ?4 l6 K5 f, x$ i+ l: T* Zplus 3.83%.
. t! I3 w2 _3 {If the Board of Directors does not declare a dividend, or any part thereof, on; v. y+ H9 A5 _7 f5 ]* }% q
the Preferred Shares Series 18 on or before the dividend payment date for a
1 N/ P- |5 h7 bparticular quarter, then the entitlement of the holders of the Preferred
5 d% h p x, A9 n3 o5 o* X9 U9 |5 ?Shares Series 18 to receive such dividend, or to any part thereof, for such
# R+ X2 q9 |. n( kquarter will be forever extinguished.
3 l$ O) {/ e- [6 w" \/ bRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
0 p; t4 |; r" W8 J; YSuperintendent and to the provisions described below under ‘‘Details of the# v/ [% X% L; [; V$ V% H
Offering — Certain Provisions of the Preferred Shares Series 18 as a
8 Q* |& [# \! ]Series — Restrictions on Dividends and Retirement of Shares’’, on
: }& h2 [2 F6 CFebruary 25, 2014 and on February 25 every five years thereafter, on not$ n' x: `0 ]3 [1 W3 o$ z; w
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
9 {9 n9 e8 N3 c) I% d5 Upart of the then outstanding Preferred Shares Series 18, at the Bank’s option
) @! R; U9 m8 |3 z) t" O! ?. l* Pwithout the consent of the holder, by the payment of an amount in cash for4 c2 Z, W |9 m. S* h ]% w
each such share so redeemed of $25.00 together with all declared and unpaid
4 {) g& \6 t8 ?" \. [dividends to the date fixed for redemption.: c( i* m( F$ N" D: D7 e+ q
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
; q. T/ K+ N! d4 {* tShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have4 V- E/ ` R9 x7 A& S5 v
the right, at their option, to convert, on February 25, 2014 and on
5 {% H2 k1 r- cS-4: g. j: }! Q4 i8 N/ `
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
7 v1 B3 Q5 J: |8 hor all of their Preferred Shares Series 18 into an equal number of Preferred
2 G) O/ L" |/ Z( ~) J/ Z! SShares Series 19 upon giving to the Bank notice thereof not earlier than
0 u+ `" N; Y o9 H30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day- ` D! P2 Q; h
preceding, a Series 18 Conversion Date.
# t" ?( r8 L- o; [3 b dAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
% b) ]; g1 R9 P1 cProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares- p- @$ Z$ z1 x g9 T5 W
Series 19, as the case may be, that there would be outstanding on such/ m; C" w* {0 ]/ E
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
: t, y: N. W- X* b0 u" Csuch remaining number of Preferred Shares Series 18 will automatically be
! { r- O$ T: v" n0 m; V) o) c- X( ?converted on such Series 18 Conversion Date into an equal number of
, w8 q9 k# Z5 k5 L' `$ l4 V1 qPreferred Shares Series 19. Additionally, if the Bank determines that, after
9 _/ U( l, U/ v; f( nconversion, there would be outstanding on such Series 18 Conversion Date
7 X# t* V5 E Zless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares) S3 Z9 S$ B- ]" {' B
Series 18 will be converted into Preferred Shares Series 19.
0 P9 `- V' M) m2 O% FVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares8 i* J( x7 |/ g: t
Series 18 will not be entitled as such to receive notice of, attend, or vote at,+ u: Z3 R8 j5 v3 R$ W
any meeting of the shareholders of the Bank unless and until the first time at
4 V2 O! P7 M+ M# ~0 w* Ywhich the Board of Directors has not declared the whole dividend on the
2 W8 G" s p) U4 nPreferred Shares Series 18 in any quarter. In that event, subject as: J0 S7 C% G6 f; ~2 q! I
hereinafter provided, the holders of Preferred Shares Series 18 will be
2 W- K# K' X+ R+ gentitled to receive notice of, and to attend, meetings of shareholders at which
* M" f6 ?" \! @& [6 [directors of the Bank are to be elected and will be entitled to one vote for
1 \9 x7 Q; }" I/ h& Reach Preferred Share Series 18 held. The voting rights of the holders of the' M4 ^( A# D d* o/ l2 | u2 b
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
$ @4 g. r$ d8 Gthe first dividend on the Preferred Shares Series 18 to which the holders are+ K8 r1 u! X2 }* p3 u
entitled thereunder subsequent to the time such voting rights first arose until4 I K& \8 W! i& ] m( x. q* F
such time as the Bank may again fail to declare the whole dividend on the8 _% O: ]' q% @% G# X
Preferred Shares Series 18 in respect of any quarter, in which event such8 k. O$ E% x: h" `. ]" Z/ W7 M3 n
voting rights will become effective again and so on from time to time.8 e* k& ]" ^+ @# i
Principal Characteristics of the Preferred Shares Series 192 `; o4 `6 w+ V( t
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
" q8 |1 u- c, a4 ^floating rate non-cumulative preferential cash dividends, as and when
1 |9 k' Q$ y# P. v( Pdeclared by the Board of Directors, subject to the provisions of the Bank Act,/ ]$ K& O _2 p$ ?
payable quarterly on the 25th day of February, May, August and November
% p/ ?, K5 F4 ~! ~/ T, Bin each year, in the amount per share determined by multiplying the
, q( h: E; X+ }6 uapplicable Quarterly Floating Dividend Rate by $25.00.+ J& l( q' t" A" _- h
On the 30th day prior to the commencement of the initial quarterly dividend
# ^3 F$ z3 d0 [3 J5 y; [; Aperiod beginning on February 25, 2014, and on the 30th day prior to the first1 @8 {0 N- g3 ?' U# O
day of each subsequent quarterly dividend period (the initial quarterly
/ X( n: k$ n& [2 K0 idividend period and each subsequent quarterly dividend period is referred to
% W" Q1 J& g- T0 fas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the; [* \4 L) I( ` M
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
3 J5 A' `7 r, c; }& {' oPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the9 m6 Y0 @8 @$ m3 }% D
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
3 b) H9 {5 ~( c; | ielapsed in the applicable Quarterly Floating Rate Period divided by 365)
% l6 @1 H* N k/ o1 p6 h# j6 vdetermined on the 30th day prior to the first day of the applicable Quarterly
* ?: }$ J# P. U; ~" v3 r# Z* I+ r5 J. {Floating Rate Period.4 C1 w" ^- g1 y7 \
S-5
, h5 v5 D) W- V* CIf the Board of Directors does not declare a dividend, or any part thereof, on* f6 z) L8 {9 y
the Preferred Shares Series 19 on or before the dividend payment date for a* T0 t K! W# ~- w6 X) j1 I
particular quarter, then the entitlement of the holders of the Preferred
! H! s: r9 T' {' f W' E$ Z& ]Shares Series 19 to receive such dividend, or to any part thereof, for such( ?9 I# Z \) Q0 v
quarter will be forever extinguished.3 ~* c' E: l4 `+ J- D
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the' \$ b) w' ?5 V: f
Superintendent and to the provisions described below under the heading& e# C- t8 E2 x5 X" a
‘‘Details of the Offering — Certain Provisions of the Preferred Shares6 A7 T8 f! Z$ i4 R) }( ^. N
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
9 f% A! _5 V- f$ I. n4 {on not more than 60 nor less than 30 days’ notice, the Bank may redeem all8 V `3 @$ d3 s2 n) p
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s: Q8 L# [7 T1 q0 X! j) J
option without the consent of the holder, by the payment of an amount in9 [/ u* v- `5 I- F
cash for each such share so redeemed of (i) $25.00 together with all declared
. h0 k6 a0 e9 W9 ^0 R# f3 ?! D9 Jand unpaid dividends to the date fixed for redemption in the case of( S% c4 Y1 \2 x5 H2 V( @
redemptions on February 25, 2019 and on February 25 every five years
5 V2 E/ t" r& [thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
+ k& F" i( r+ O4 }3 @- Y1 Othe date fixed for redemption in the case of redemptions on any other date
9 W0 f* Y4 ?5 Y5 @on or after February 25, 2014.) e; X# w, \- R5 |, O( B$ {
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic% U( l( W/ W7 l3 T2 L
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have# c$ q3 U1 k$ {' V
the right, at their option, to convert, on February 25, 2019 and on
, D7 v: E/ `) P$ p ?! e% GFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any2 n5 z7 R# q# Y3 _( C* J2 Y+ v
or all of their Preferred Shares Series 19 into an equal number of Preferred& J& M. t% o/ \; u! `
Shares Series 18 upon giving to the Bank written notice thereof not earlier" u( a! o7 e% I4 T
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the- C. g. A7 ]. K. K b* T
15th day preceding, a Series 19 Conversion Date.
6 @2 y& p: m' @/ m4 j E' @% G; yAutomatic Conversion If the Bank determines, after having taken into account all shares tendered N" `7 p6 x7 x9 r, B
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
! q% J; x: E# j% Q1 z; gSeries 18, as the case may be, that there would be outstanding on such
2 K4 ^; G& ` M4 |Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
4 E& g5 T5 N, N/ @" C- m9 G, M0 asuch remaining number of Preferred Shares Series 19 will automatically be
- g% |# X6 ]. ~# X5 s% Wconverted on such Series 19 Conversion Date into an equal number of
7 `$ N2 X& G. I( N8 Q* l- g- o HPreferred Shares Series 18. Additionally, if the Bank determines that, after
. N- b* Z6 T" [" }conversion, there would be outstanding on such Series 19 Conversion Date
+ M$ X7 K6 x" g: Zless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
0 F% }& U+ C- Z1 J2 YSeries 19 will be converted into Preferred Shares Series 18.
( ?6 d+ | o ^+ sVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares" z$ @0 b% H1 j2 y
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
& o) j) o, J$ ]7 N+ J% F fany meeting of the shareholders of the Bank unless and until the first time at: x9 k# u' b& E: a3 a) z
which the Board of Directors has not declared the whole dividend on the) P9 v7 }5 A; G' T- a
Preferred Shares Series 19 in any quarter. In that event, subject as
7 `- Q% W9 M! n; ehereinafter provided, the holders of Preferred Shares Series 19 will be
' G" _4 r. ~5 I+ |1 p9 Q: n2 N/ E" kentitled to receive notice of, and to attend, meetings of shareholders at which
' ]) W0 g6 M$ @9 Edirectors of the Bank are to be elected and will be entitled to one vote for6 ?( H" u( m+ i+ F
each Preferred Share Series 19 held. The voting rights of the holders of the
^( \" {: K2 H: b& \4 _4 qPreferred Shares Series 19 will forthwith cease upon payment by the Bank of8 S$ V6 K& h7 P9 q
the first dividend on the Preferred Shares Series 19 to which the holders are- {) c+ h a8 c% s7 x. N3 Q @" ]
entitled thereunder subsequent to the time such voting rights first arose until
1 z* s# Z: [9 q0 Esuch time as the Bank may again fail to declare the whole dividend on the
z: a* ?5 O* T" zPreferred Shares Series 19 in respect of any quarter, in which event such. J- G; Z. k- w" m
voting rights will become effective again and so on from time to time.& H) J* ^9 B. N9 T1 P
S-6
3 @! {3 h7 N* H6 d8 F8 y6 E: p1 CPriority: The preferred shares of each series of the Bank will rank on a parity with
d+ Z! c+ w4 C P: j6 t q- Eevery other series and are entitled to preference over the common shares of# R$ L# X6 b& ?/ O e
the Bank and over any other shares of the Bank ranking junior to the( _$ F5 Q( o q3 h( b+ ]; V C
preferred shares with respect to the payment of dividends and upon any0 G J" U5 Z+ j5 e
distribution of assets in the event of the liquidation, dissolution or
8 J/ a( i: ?' Lwinding-up of the Bank.8 \' U' t# q' n/ d
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under. E& y: H* K* `* T, C8 _! U
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares: j3 w' |; J7 h& I7 B; w1 Q/ {; ~
Series 18 and Preferred Shares Series 19 will not be required to pay tax on, N* O, V7 r$ C
dividends received on such shares under Part IV.1 of such Act. |
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