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发表于 2008-11-29 16:58
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下面是BMO的:
6 Z2 k' P& f* bSUMMARY OF THE OFFERING4 k4 x4 f, k% O. @* l
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’’.
2 V$ e: e# v% {Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.& X/ F) k, d7 v R" C) R/ e- e
Amount: $150,000,000 (6,000,000 shares).
$ |! {- }3 d LPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
, ]" K% `2 @( _0 }& HPrincipal Characteristics of the Preferred Shares Series 18
& f6 l. \3 \2 E! ~0 P$ n+ O6 mDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed- ]: a$ y7 Q( Q* y, _) y
non-cumulative preferential cash dividends, as and when declared by the- _; W5 [$ _( p) J, D4 R9 R1 I9 L/ C0 q
Board of Directors, subject to the provisions of the Bank Act, for the initial
2 z- I, U' w, z2 ]# _1 @" L5 m8 _' aperiod commencing on the closing date and ending on and including1 [* e% L6 b' q/ Z7 f2 H4 e, u, I
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the/ Q& [6 s6 i4 X% |2 ~
25th day of February, May, August and November in each year, at a rate
. a5 l) y0 `# @equal to $0.40625 per share. The initial dividend, if declared, will be payable6 Q# T% P0 T3 h/ x% g- F \
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
3 w7 ?. m: u$ i; Bdate of December 11, 2008.5 U6 w/ g1 {; \9 A
For each five-year period after the Initial Fixed Rate Period (each, a! T; | |. e; }- E6 N
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares! D9 g+ V& ~, z, g- b6 t/ F
Series 18 will be entitled to receive fixed non-cumulative preferential cash
0 f3 V1 J% h/ L1 Kdividends, as and when declared by the Board of Directors, subject to the- H3 P5 Y. W, f9 t
provisions of the Bank Act, payable quarterly on the 25th day of February,! W, g; [5 u6 {+ E; T0 E5 D* c
May, August and November in each year, in the amount per share per annum
5 y# C% x1 ^* L' J+ ? Qdetermined by multiplying the Annual Fixed Dividend Rate applicable to
- }0 m1 H; F9 T6 j/ tsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend! N; ^' ?- {, i
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
% m$ Z4 {2 U! C- T. V! {9 KBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day, h8 r+ }5 {1 }; p+ P
of such Subsequent Fixed Rate Period and will be equal to the sum of the$ q. L: b1 f" v2 z; _
Government of Canada Yield on the applicable Fixed Rate Calculation Date
6 @' i( Y# [% n) \5 U; B* pplus 3.83%.
$ y' V* ?( o9 m( RIf the Board of Directors does not declare a dividend, or any part thereof, on( a# R6 e) c" A2 P7 P
the Preferred Shares Series 18 on or before the dividend payment date for a
0 n) p* L/ k$ h: I% Vparticular quarter, then the entitlement of the holders of the Preferred
( U* Q/ c8 M0 l" q1 q( RShares Series 18 to receive such dividend, or to any part thereof, for such/ A6 m& w( M* J: R8 v2 A6 s+ t8 d" h
quarter will be forever extinguished.# f6 g+ k. Q0 m/ }# Y
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the2 X* D7 {7 u' V& [+ _1 ]
Superintendent and to the provisions described below under ‘‘Details of the
" r6 t5 Y: F% R+ m9 aOffering — Certain Provisions of the Preferred Shares Series 18 as a
6 V u( d( C7 P- c$ xSeries — Restrictions on Dividends and Retirement of Shares’’, on
1 `' L* Q- }- n9 i( h- W. ]+ HFebruary 25, 2014 and on February 25 every five years thereafter, on not; a Q- R% U; E1 ~& T- G2 i
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
0 G* G; A, C+ D n3 L3 \part of the then outstanding Preferred Shares Series 18, at the Bank’s option3 e* F1 v8 l/ y( w8 H# Y6 P0 T
without the consent of the holder, by the payment of an amount in cash for' j S- V* G3 B. s
each such share so redeemed of $25.00 together with all declared and unpaid; D+ Y& O, I1 m/ }& F% T. O, Y
dividends to the date fixed for redemption.# s% U5 ^2 Q' h8 }6 Y Q2 C8 p3 Z4 s
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic* T3 W) j7 F: l. Q* @) c: p% w
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have" R- f& B4 I* h
the right, at their option, to convert, on February 25, 2014 and on
9 s7 G# m3 }8 c3 J4 _$ OS-4
( _& T+ c8 X, [' b. [% {February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any) x% @0 D- v- S$ Q: n+ P
or all of their Preferred Shares Series 18 into an equal number of Preferred
! Y; Z8 t+ l" @& p& y7 xShares Series 19 upon giving to the Bank notice thereof not earlier than i" U7 X+ S* ]/ d
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day$ a6 s; h4 C% I# A" P L
preceding, a Series 18 Conversion Date.
9 f7 z: [4 O) U, D& g" f$ r- ZAutomatic Conversion If the Bank determines, after having taken into account all shares tendered7 w- I. g6 B2 m
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
# i2 i) k1 R, f# O9 sSeries 19, as the case may be, that there would be outstanding on such
3 m( C Z" |! E# |! }6 ISeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
0 ? N2 X) `/ Vsuch remaining number of Preferred Shares Series 18 will automatically be+ m6 C4 w3 j7 [ h9 Z# _
converted on such Series 18 Conversion Date into an equal number of
- a) C8 v( {" {3 JPreferred Shares Series 19. Additionally, if the Bank determines that, after1 G4 f, A8 f' ~) U3 t
conversion, there would be outstanding on such Series 18 Conversion Date
; ^3 ^! C }1 ?1 `; f% j% u0 Cless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
" {5 `: f' n, D: @+ |1 LSeries 18 will be converted into Preferred Shares Series 19.
) f- C0 e) L' Y0 ] `Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
; M4 Y% K" n6 e3 h# P, FSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
( @9 R! S1 J5 D/ _* bany meeting of the shareholders of the Bank unless and until the first time at
' I- i. ^# G8 b$ k6 ?which the Board of Directors has not declared the whole dividend on the
7 X4 d2 M+ C* \9 VPreferred Shares Series 18 in any quarter. In that event, subject as
2 o( {) C, U8 ^* w( Q3 lhereinafter provided, the holders of Preferred Shares Series 18 will be5 K, Z2 I- P3 `+ i- m* A6 H
entitled to receive notice of, and to attend, meetings of shareholders at which
) M+ A) l! j9 j/ udirectors of the Bank are to be elected and will be entitled to one vote for
% L/ X. k8 [* k% U3 jeach Preferred Share Series 18 held. The voting rights of the holders of the) Y% W( H! W9 h" O
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of7 N% }1 D: e. r4 u
the first dividend on the Preferred Shares Series 18 to which the holders are
1 j/ w$ v$ D) G- N1 m7 qentitled thereunder subsequent to the time such voting rights first arose until) Q) s! ]) w) V) d2 l/ u6 D
such time as the Bank may again fail to declare the whole dividend on the( E* [4 Z1 d- T: H- t, u5 F2 c0 K
Preferred Shares Series 18 in respect of any quarter, in which event such# S: B; ^4 d2 j2 }5 j
voting rights will become effective again and so on from time to time.2 M" ?6 A" Z! b, m
Principal Characteristics of the Preferred Shares Series 19) W; k) U% e9 N+ J* `8 a
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
$ K- o& m6 d+ ]$ i! G; h3 Z/ R4 r5 dfloating rate non-cumulative preferential cash dividends, as and when* }0 w% N7 u+ V8 B" i
declared by the Board of Directors, subject to the provisions of the Bank Act,
p7 @8 s9 u( I* w& @, s1 `9 Ypayable quarterly on the 25th day of February, May, August and November9 ^% d2 g/ z4 V4 e1 R
in each year, in the amount per share determined by multiplying the$ I! e) E5 x, S3 b" l3 S
applicable Quarterly Floating Dividend Rate by $25.00.+ n' Z! I! n) R
On the 30th day prior to the commencement of the initial quarterly dividend
7 p6 e: A" I: `, nperiod beginning on February 25, 2014, and on the 30th day prior to the first' e0 q3 I. z1 C$ ~5 d' F
day of each subsequent quarterly dividend period (the initial quarterly
. Q/ _$ j' U8 Y& ndividend period and each subsequent quarterly dividend period is referred to4 C0 X s5 a$ U1 _
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
% X: U4 @& {% e, {Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate& q' {' ?6 p" [) E; Q7 i% L& N$ E
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the8 s) ]7 L2 h$ E% B4 B, ?
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days5 p+ l% X1 O5 E. p" `
elapsed in the applicable Quarterly Floating Rate Period divided by 365). i0 w) [$ U0 N$ i
determined on the 30th day prior to the first day of the applicable Quarterly
/ w5 z, b" K$ E( G( w" WFloating Rate Period.
t _" ~: n2 d* P; BS-5
8 c& Y% k# W- ^5 D) FIf the Board of Directors does not declare a dividend, or any part thereof, on8 q" x. @% v" h6 o' Y
the Preferred Shares Series 19 on or before the dividend payment date for a& T% v# K8 b. e8 n. z
particular quarter, then the entitlement of the holders of the Preferred
1 y/ l( A9 m+ LShares Series 19 to receive such dividend, or to any part thereof, for such2 Y8 C3 |1 X( k, K; I J9 e
quarter will be forever extinguished.( E" w. `: _0 z$ r' Z; l1 `
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the7 g5 H$ U P% s* G* ]- k. y' P
Superintendent and to the provisions described below under the heading
( o6 U* b$ @4 F) |) m; C‘‘Details of the Offering — Certain Provisions of the Preferred Shares
+ n" L+ @& d6 H5 kSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,. P2 W$ ~& }0 L; b
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
- D/ Q4 Y* p) n$ C& Y0 Nor any part of the then outstanding Preferred Shares Series 19, at the Bank’s% z7 F" o5 e4 \% h9 @/ z
option without the consent of the holder, by the payment of an amount in
9 a* P$ k& |. Z; jcash for each such share so redeemed of (i) $25.00 together with all declared* m- \. J/ m6 k& u% ?
and unpaid dividends to the date fixed for redemption in the case of
1 H$ H) r4 V3 X% @& Z3 J6 U: ]; Dredemptions on February 25, 2019 and on February 25 every five years
' G& R+ i! o; Vthereafter, or (ii) $25.50 together with all declared and unpaid dividends to& _+ \0 ]9 i4 y# E9 v
the date fixed for redemption in the case of redemptions on any other date
+ `! G) j% m( f& Kon or after February 25, 2014.
* q. u$ [2 ~1 {8 ~+ T% UConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
/ i4 r+ u; F9 U; X; M: ?Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have" B, ~ d0 d9 @* r! g- j) K
the right, at their option, to convert, on February 25, 2019 and on
5 n. c) m6 q% m- d7 K" eFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
; w5 @/ t8 f- o$ m( por all of their Preferred Shares Series 19 into an equal number of Preferred. a; i" G& L% w$ }& j
Shares Series 18 upon giving to the Bank written notice thereof not earlier) P7 X: U3 q z* l5 g
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the; Q# e( I" v9 f1 K, m
15th day preceding, a Series 19 Conversion Date.% r( q; ^4 h$ N( X' ^3 P% r9 f
Automatic Conversion If the Bank determines, after having taken into account all shares tendered9 ] K% H3 X: G$ i7 N
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares( Z! d" `- z4 {" }* ~: Y4 ] L
Series 18, as the case may be, that there would be outstanding on such! d" @$ f$ m6 D$ D0 X5 }# D
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
: _% G7 R; u% U4 Q, W3 Q5 A, ^such remaining number of Preferred Shares Series 19 will automatically be
; z: r( y6 s: [0 S$ P) ~: pconverted on such Series 19 Conversion Date into an equal number of
8 G; [. S* `( G) e. CPreferred Shares Series 18. Additionally, if the Bank determines that, after
) v7 o W& {1 r' Hconversion, there would be outstanding on such Series 19 Conversion Date
* t8 v( D6 |" G( Iless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
8 k$ `/ a, z. Z. t4 S: Y1 eSeries 19 will be converted into Preferred Shares Series 18.# E" Y5 E: `' u, Q( x% R4 K5 r8 J
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
9 v; f4 s J) P( k" l! M; GSeries 19 will not be entitled as such to receive notice of, attend, or vote at,3 f( h5 g2 D1 {$ C/ i' {6 i
any meeting of the shareholders of the Bank unless and until the first time at
1 Z" R0 N3 W! {" k$ kwhich the Board of Directors has not declared the whole dividend on the" K1 p( b4 p! r# G
Preferred Shares Series 19 in any quarter. In that event, subject as8 h7 ]9 u0 h$ }: p8 a
hereinafter provided, the holders of Preferred Shares Series 19 will be/ i l$ l% D: o- o! _1 ^
entitled to receive notice of, and to attend, meetings of shareholders at which# C4 s9 p5 U% |$ Z6 E& g4 q
directors of the Bank are to be elected and will be entitled to one vote for( x5 P8 X& c6 w' e1 C3 t
each Preferred Share Series 19 held. The voting rights of the holders of the
7 L* [% d: x1 d' Y4 A3 wPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
6 }4 |7 L+ T% }2 a* ythe first dividend on the Preferred Shares Series 19 to which the holders are$ C& J3 L: g1 \* b) Q) P
entitled thereunder subsequent to the time such voting rights first arose until f, z1 V6 a# y' O9 i5 K$ Z I
such time as the Bank may again fail to declare the whole dividend on the
' r7 x6 z: X8 \; j0 uPreferred Shares Series 19 in respect of any quarter, in which event such
* g7 w1 }; T0 G9 c& M6 Evoting rights will become effective again and so on from time to time.
/ o% z" F8 ~8 [: z$ a7 KS-6
1 V) L0 X$ n, a/ F7 DPriority: The preferred shares of each series of the Bank will rank on a parity with
+ q3 e* V7 ^- I4 K- C* eevery other series and are entitled to preference over the common shares of
; v' D2 w1 @/ Athe Bank and over any other shares of the Bank ranking junior to the3 b% a. Q Q3 V: Q! i
preferred shares with respect to the payment of dividends and upon any0 J7 `- V; t+ ^7 c& @: r% l1 i
distribution of assets in the event of the liquidation, dissolution or; g6 Z+ B$ C) S% l
winding-up of the Bank.
& j4 m2 T2 k0 L4 Q# b% E' T- N( q! fTax on Preferred Share The Bank will elect, in the manner and within the time provided under
! V: ~0 l) p" D3 pDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares2 @1 ^) D/ f. p$ e) {3 v, g, x
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
8 t* x+ r2 M* R- X- G4 @/ ?' B$ \dividends received on such shares under Part IV.1 of such Act. |
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