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发表于 2008-11-29 16:58
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下面是BMO的:
- H$ Q E6 r% _SUMMARY OF THE OFFERING
7 n) s! ~! T1 eThis 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’’.6 o" @9 s7 F2 j+ d$ v2 Z! C1 C! ]1 p
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.1 v7 R- w, v2 t: u
Amount: $150,000,000 (6,000,000 shares).' A' \" V; d# w9 v4 U( n
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
8 g* J2 y" i& j' u u p1 p/ xPrincipal Characteristics of the Preferred Shares Series 18* B* n: J- h& V8 n% }
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
' d; Z4 o0 }! rnon-cumulative preferential cash dividends, as and when declared by the' d& k5 ]7 \% W
Board of Directors, subject to the provisions of the Bank Act, for the initial
; i! N3 g- C+ Eperiod commencing on the closing date and ending on and including& W9 h& p+ r5 U! o$ ~2 c) E
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
" m& D4 m J L25th day of February, May, August and November in each year, at a rate) \8 A) i, I6 H, ^
equal to $0.40625 per share. The initial dividend, if declared, will be payable
! F7 R+ m# E. f. BMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing- X/ A$ |! l0 S3 h
date of December 11, 2008.
& G, Y$ v6 C V/ |) N, f- |; ~For each five-year period after the Initial Fixed Rate Period (each, a
F- |" n9 e5 W‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares4 x8 x! q) O0 g9 ^+ S, k
Series 18 will be entitled to receive fixed non-cumulative preferential cash
4 t) Z% d' B0 ~6 j. [dividends, as and when declared by the Board of Directors, subject to the4 c9 R& V9 T) n& V' d
provisions of the Bank Act, payable quarterly on the 25th day of February,- C3 u4 Q8 k$ Y- Q* \# Z2 f! U
May, August and November in each year, in the amount per share per annum9 o' g( P/ d( u* z5 d2 d& `" r
determined by multiplying the Annual Fixed Dividend Rate applicable to
; @8 r2 X2 C0 _ nsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend( R/ E6 _8 i! A
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the) k9 X& g+ G* A: B9 r1 L
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day8 l* r9 \% o0 P, Y5 |% _- k, [
of such Subsequent Fixed Rate Period and will be equal to the sum of the
( X' ]' v+ B: ^Government of Canada Yield on the applicable Fixed Rate Calculation Date" W0 o K1 q1 Z; R+ D4 G
plus 3.83%.
9 V% s/ x7 k) z( r2 |0 LIf the Board of Directors does not declare a dividend, or any part thereof, on
7 M }0 e. l6 Q, W6 ^) dthe Preferred Shares Series 18 on or before the dividend payment date for a
% O+ f8 ~2 u% ?/ r8 l! lparticular quarter, then the entitlement of the holders of the Preferred' f& D2 }) L* D/ M9 p* E4 i8 ]
Shares Series 18 to receive such dividend, or to any part thereof, for such8 F! V! i* c0 G; R7 a
quarter will be forever extinguished.( V; s: f2 T/ p% H3 d
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the3 m8 z; a% \8 B6 T+ {
Superintendent and to the provisions described below under ‘‘Details of the9 i5 U, L4 T9 ^! O8 L5 j
Offering — Certain Provisions of the Preferred Shares Series 18 as a
9 W3 N3 f; X5 {) {% A, R1 zSeries — Restrictions on Dividends and Retirement of Shares’’, on4 t; d3 [0 A1 Z' b6 F& ~& b- N
February 25, 2014 and on February 25 every five years thereafter, on not4 N" \9 \. g6 B/ p. U h
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
6 T2 R6 C. z. a3 Bpart of the then outstanding Preferred Shares Series 18, at the Bank’s option$ H* T5 N+ B$ l
without the consent of the holder, by the payment of an amount in cash for
' y2 S3 V. t+ F. oeach such share so redeemed of $25.00 together with all declared and unpaid n) D# \5 I. B" \
dividends to the date fixed for redemption.* I- U$ U+ ~8 L2 e8 \9 H
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic* v( N7 A6 c+ C4 h; k4 {2 X% y9 n
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have' t5 f+ ~) Y! k
the right, at their option, to convert, on February 25, 2014 and on
0 x- ~ H! F; C* Y; s/ P4 ~- eS-4
3 x% {, Z) j! i9 }9 aFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
$ o Y# r* Y; k; W4 _2 R( yor all of their Preferred Shares Series 18 into an equal number of Preferred
6 m; `; a7 g/ y5 }1 ^Shares Series 19 upon giving to the Bank notice thereof not earlier than ~! Z) c6 Z0 q5 p( f! d0 K
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
8 i- G2 H. @1 u% R+ epreceding, a Series 18 Conversion Date.
, L& J( I. w ^2 N$ [Automatic Conversion If the Bank determines, after having taken into account all shares tendered
5 C& z& _, O% r7 G* SProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
5 e4 k2 \% [: L8 d" ?5 a% PSeries 19, as the case may be, that there would be outstanding on such
6 B% W( e. e9 Q; g$ ySeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18," l2 B% V+ w; [* Z4 J0 ~5 `* _. b; U
such remaining number of Preferred Shares Series 18 will automatically be/ y& j' d% ?2 Y6 x2 \
converted on such Series 18 Conversion Date into an equal number of! }/ R6 v/ j N* _ Z0 w0 m
Preferred Shares Series 19. Additionally, if the Bank determines that, after
% c; [# a. H2 j4 b2 _0 x2 g Z3 ^conversion, there would be outstanding on such Series 18 Conversion Date
( H& D5 h, r3 u7 Xless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares+ \5 {5 }- S1 z
Series 18 will be converted into Preferred Shares Series 19.
: M/ M% o1 B* T! T+ q( FVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares3 _9 F& ?8 m' ^$ d+ g7 O
Series 18 will not be entitled as such to receive notice of, attend, or vote at,1 Y& J2 S* R9 n( R
any meeting of the shareholders of the Bank unless and until the first time at
) {7 P/ m' ~9 p% }+ ywhich the Board of Directors has not declared the whole dividend on the% J3 S- G- w$ x% h2 m5 I( N
Preferred Shares Series 18 in any quarter. In that event, subject as: s( i& m+ Y5 z" M: k/ W
hereinafter provided, the holders of Preferred Shares Series 18 will be7 a) J0 e/ y* T2 n0 f. k8 Q
entitled to receive notice of, and to attend, meetings of shareholders at which4 q: ]# s! Y/ V& K- c% ?# U
directors of the Bank are to be elected and will be entitled to one vote for d% _- e8 J5 `0 L7 B9 Z
each Preferred Share Series 18 held. The voting rights of the holders of the5 Z$ v2 v( T/ v: t
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
3 r/ k8 h, ]8 [/ {the first dividend on the Preferred Shares Series 18 to which the holders are$ V0 C, r# E' e2 ?
entitled thereunder subsequent to the time such voting rights first arose until
0 Y; B* s5 U5 C$ jsuch time as the Bank may again fail to declare the whole dividend on the
) b8 { `: i( v; m DPreferred Shares Series 18 in respect of any quarter, in which event such
; w+ Y$ e+ H6 L! yvoting rights will become effective again and so on from time to time.
; q9 D, r. Q: j, A4 APrincipal Characteristics of the Preferred Shares Series 19' }; E% @& X) m P
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive4 L+ V1 M, z* G0 I/ U
floating rate non-cumulative preferential cash dividends, as and when
3 w6 J( v3 k$ `8 v+ [declared by the Board of Directors, subject to the provisions of the Bank Act,0 M9 k2 u% Z/ Q# O% K
payable quarterly on the 25th day of February, May, August and November
$ U6 u; u0 y9 m7 ^! l G1 Fin each year, in the amount per share determined by multiplying the+ ?/ _# Z* H; c
applicable Quarterly Floating Dividend Rate by $25.00.
; A* a; m3 k8 X3 F. [On the 30th day prior to the commencement of the initial quarterly dividend
: c7 [0 I: l% z% K) c1 k v' speriod beginning on February 25, 2014, and on the 30th day prior to the first( ^/ ~. K9 s; S: v5 _' K
day of each subsequent quarterly dividend period (the initial quarterly/ i! G0 }/ z; D6 G+ ]) ]* z( V
dividend period and each subsequent quarterly dividend period is referred to
* G( f4 v/ R% Pas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
W4 e$ w5 E" U& V2 t( _6 iQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
' g" |3 k. g" i, x3 n5 c( bPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
6 ^6 t& X8 V9 u+ ~% k1 QT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
' ?1 g# M g, r* b7 }elapsed in the applicable Quarterly Floating Rate Period divided by 365)
+ i9 t! q. O/ M; k7 hdetermined on the 30th day prior to the first day of the applicable Quarterly
! S; C! Z# N$ J, |5 Q' b/ |7 zFloating Rate Period.
. o2 @0 W! Y" I1 _+ [S-5
* t7 y9 R; M9 tIf the Board of Directors does not declare a dividend, or any part thereof, on
1 @& a- w. y2 F8 I) C/ W! sthe Preferred Shares Series 19 on or before the dividend payment date for a
4 h& \ E0 [* c2 ]particular quarter, then the entitlement of the holders of the Preferred/ m1 h, x# X7 G
Shares Series 19 to receive such dividend, or to any part thereof, for such; n5 {" R1 ^, G% P. L" j7 E0 o
quarter will be forever extinguished.
G1 X, C8 K7 l3 W W& |Redemption: Subject to the provisions of the Bank Act and to the prior consent of the4 X# {4 x4 Z( t5 F
Superintendent and to the provisions described below under the heading* m; H) u. }- P: g: M w
‘‘Details of the Offering — Certain Provisions of the Preferred Shares% |2 z: i# M4 E; f0 [! ~# o
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,. q2 F' f+ e; A! g& n8 F- y
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all- P d/ U6 C3 y6 l, a1 n
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s% `5 C1 [' k) W9 A" C* f
option without the consent of the holder, by the payment of an amount in
% N$ D6 T& y& p& s0 ccash for each such share so redeemed of (i) $25.00 together with all declared) d$ F u; a. l. h
and unpaid dividends to the date fixed for redemption in the case of2 c, a, g1 N# u' L; L7 z
redemptions on February 25, 2019 and on February 25 every five years
4 T: M% e9 z' o$ R$ n5 H( lthereafter, or (ii) $25.50 together with all declared and unpaid dividends to7 t+ ^4 b; m9 B
the date fixed for redemption in the case of redemptions on any other date
7 O: @% ]+ F! o! |" Kon or after February 25, 2014.
5 K9 Q2 B9 h: w; XConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
, X {) b1 Y$ }: D8 V7 L$ DShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
4 K. K5 B6 V' o$ d; r$ V* R$ qthe right, at their option, to convert, on February 25, 2019 and on
& N7 o0 }9 b9 P3 B+ iFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any5 g0 Z: f9 h& W) R2 ]* A' }3 M) f
or all of their Preferred Shares Series 19 into an equal number of Preferred o# I' r% x( I% x+ ?6 A
Shares Series 18 upon giving to the Bank written notice thereof not earlier7 M( B0 }) B! a, A w
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the. `3 u2 \" f) z! f1 s6 k
15th day preceding, a Series 19 Conversion Date.
* @! b# v) m" ~* h" ^# w% zAutomatic Conversion If the Bank determines, after having taken into account all shares tendered' o% k" d4 R/ h4 x' B: |
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
8 I: Z& S4 B9 X8 uSeries 18, as the case may be, that there would be outstanding on such! C! u" O# ?. r% q
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,; _6 [6 o9 U) b8 J% @
such remaining number of Preferred Shares Series 19 will automatically be. `4 i5 _' p# i) C# m5 m
converted on such Series 19 Conversion Date into an equal number of
3 I8 j1 p' C+ SPreferred Shares Series 18. Additionally, if the Bank determines that, after
6 W* u# Y; A4 V7 Wconversion, there would be outstanding on such Series 19 Conversion Date( J0 f1 b- F0 @1 b
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
/ E' q9 e% ?4 b ZSeries 19 will be converted into Preferred Shares Series 18.) _2 A$ M9 N3 C, m- s8 `; s
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares3 { M1 l3 I1 w7 l
Series 19 will not be entitled as such to receive notice of, attend, or vote at,: y% _3 \8 q/ K4 A) g8 F* `1 S
any meeting of the shareholders of the Bank unless and until the first time at
; j" ~( G- x: J$ e8 A* dwhich the Board of Directors has not declared the whole dividend on the2 \0 @, P7 C* a# j. P: g$ j' {. L' o
Preferred Shares Series 19 in any quarter. In that event, subject as1 T" O' y( t" \' ?" ?: _: V: d- {
hereinafter provided, the holders of Preferred Shares Series 19 will be2 J# u4 P. l, M9 D" z# N- `
entitled to receive notice of, and to attend, meetings of shareholders at which
! ~4 i |5 g: ]1 rdirectors of the Bank are to be elected and will be entitled to one vote for9 [* E( k9 G( z/ }: U$ s9 p
each Preferred Share Series 19 held. The voting rights of the holders of the
6 Y7 _$ n! q/ FPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
6 W( F& }+ o& E' wthe first dividend on the Preferred Shares Series 19 to which the holders are+ Y; P% B) S; _7 n3 H
entitled thereunder subsequent to the time such voting rights first arose until( m. ] v9 w6 M, ] _: q
such time as the Bank may again fail to declare the whole dividend on the- R: h: e; F) i. m- K# R" ~8 A7 p
Preferred Shares Series 19 in respect of any quarter, in which event such* k! X$ b( K. `5 S u
voting rights will become effective again and so on from time to time.
. x5 f& W) P$ LS-6
* @. {6 ~% B9 c! ]6 vPriority: The preferred shares of each series of the Bank will rank on a parity with5 V- }) u' [, b5 r; }+ \
every other series and are entitled to preference over the common shares of
- W$ ^; `0 A( ~) Bthe Bank and over any other shares of the Bank ranking junior to the( H* g9 ]6 `+ R/ x8 {5 j+ h
preferred shares with respect to the payment of dividends and upon any
7 ?/ H! D4 k8 b2 }1 ddistribution of assets in the event of the liquidation, dissolution or' m1 | j* L5 Y$ j* S4 q9 c
winding-up of the Bank.
# B" p0 S2 T" n+ _& m: tTax on Preferred Share The Bank will elect, in the manner and within the time provided under% f* a R9 B6 w4 B. c5 W. S$ ~
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
& ~/ K2 ?9 u* c; Q# \3 A: DSeries 18 and Preferred Shares Series 19 will not be required to pay tax on; g% d w; }+ s% z+ c
dividends received on such shares under Part IV.1 of such Act. |
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