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发表于 2008-11-29 16:58
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下面是BMO的:! D$ I8 u$ v5 V+ J4 C
SUMMARY OF THE OFFERING
3 s# @- j& f4 i+ u$ |* z; M% ZThis 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’’.
i9 h7 ~. k' u' ^+ YIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.2 T; {$ }& K; r# \" ^2 S( M$ x0 o
Amount: $150,000,000 (6,000,000 shares).; B/ ~1 p8 E- z% S6 O$ j. m
Price and Yield: $25.00 per share to yield initially 6.50% per annum.8 T$ I8 b$ m4 J6 F& h( R
Principal Characteristics of the Preferred Shares Series 183 |3 n/ K. M$ y" V
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed% j8 N: z2 [4 D0 y# x3 r
non-cumulative preferential cash dividends, as and when declared by the$ O- s0 ?, n# ^2 o- b
Board of Directors, subject to the provisions of the Bank Act, for the initial3 T2 W' L0 U2 Y9 f( i$ L' k# \; L
period commencing on the closing date and ending on and including
# k/ O" B; `& a& a8 f7 W hFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
; i* ]- R6 F( L6 |& n8 P$ |25th day of February, May, August and November in each year, at a rate
0 |. J* q* j# ^9 p- r5 aequal to $0.40625 per share. The initial dividend, if declared, will be payable
) D% s! ~5 s' P$ zMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
* I8 E$ |/ O8 F9 n! A5 edate of December 11, 2008.8 R# f! D$ d& h: K/ l" k
For each five-year period after the Initial Fixed Rate Period (each, a
" x: ^3 H+ E" E‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares# F& y( x$ s& d( T
Series 18 will be entitled to receive fixed non-cumulative preferential cash
+ J: @2 p! d/ O# zdividends, as and when declared by the Board of Directors, subject to the
9 k) t) _1 k3 ]- J( rprovisions of the Bank Act, payable quarterly on the 25th day of February,9 r3 H5 W2 `9 Q; b
May, August and November in each year, in the amount per share per annum: _- `5 H2 K# f* u
determined by multiplying the Annual Fixed Dividend Rate applicable to3 B; }. f( [7 y7 s0 R7 V
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend+ q5 o% A7 ]' v3 w* f5 ~5 z: F
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
/ d+ Z$ ~( r2 f) a- }Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day" O5 ?+ l8 v) ?" ?9 U
of such Subsequent Fixed Rate Period and will be equal to the sum of the
! O1 }( |; w& \. EGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
. ~* l1 W' z% f3 o1 K' l. X$ w$ f2 Uplus 3.83%.' z( j: P" e) _+ O; p' |) F
If the Board of Directors does not declare a dividend, or any part thereof, on* D7 R4 J7 c1 C/ Z; G
the Preferred Shares Series 18 on or before the dividend payment date for a2 Y$ r6 B s, o( o# _( Z
particular quarter, then the entitlement of the holders of the Preferred
! [6 ^' }; t5 W4 W+ N7 D7 \Shares Series 18 to receive such dividend, or to any part thereof, for such
- ^; W# d4 B3 r7 N9 h9 R8 Nquarter will be forever extinguished./ P2 B3 o! o! ?
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
* _2 B4 f1 F9 ?+ F& DSuperintendent and to the provisions described below under ‘‘Details of the
; Q1 `% T X' G: Q, k6 a# WOffering — Certain Provisions of the Preferred Shares Series 18 as a0 I# L" i( P |7 L
Series — Restrictions on Dividends and Retirement of Shares’’, on2 z" E% P1 [) C* Q
February 25, 2014 and on February 25 every five years thereafter, on not
7 O) ~2 F4 h0 {. j; y; Bmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
3 y5 @! k0 _9 T8 _! G( G2 gpart of the then outstanding Preferred Shares Series 18, at the Bank’s option- O! t7 @) z) B U: s
without the consent of the holder, by the payment of an amount in cash for+ u9 x4 T2 p% s1 _; u
each such share so redeemed of $25.00 together with all declared and unpaid
* u6 d. Q# i# i* S1 x1 wdividends to the date fixed for redemption.: u* y) ?/ a/ @& o& M
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
# @+ ^" G- P: U- KShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have8 g0 L$ J/ d1 z8 i: E
the right, at their option, to convert, on February 25, 2014 and on
, o/ {, I/ E, ^3 yS-4
3 V& a1 F7 o' n/ CFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any1 p6 z$ r8 ] n! Q1 k8 w( `0 S
or all of their Preferred Shares Series 18 into an equal number of Preferred0 g1 @4 I0 p* `: {( o2 \4 s/ C3 _) f0 S
Shares Series 19 upon giving to the Bank notice thereof not earlier than! B& t2 k( p" }9 R: f9 y9 j
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day4 u1 k( o" w. G% {/ K
preceding, a Series 18 Conversion Date. B; ^: E$ e/ @( W% N$ N5 J
Automatic Conversion If the Bank determines, after having taken into account all shares tendered( [* h0 t( f. e+ v* X! Q
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
) D$ D& H" q$ U" O3 { D: i% e8 CSeries 19, as the case may be, that there would be outstanding on such
& G* T- @0 T3 m) x+ Y+ TSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,9 ~* ]) X( X0 U5 V5 f3 ?
such remaining number of Preferred Shares Series 18 will automatically be
" r* s2 I9 w- U- ]converted on such Series 18 Conversion Date into an equal number of
9 O5 G6 m; j0 U1 |Preferred Shares Series 19. Additionally, if the Bank determines that, after
* _3 [# n/ _% g* k- K2 ~conversion, there would be outstanding on such Series 18 Conversion Date
$ P1 X" Z+ x2 b5 ^less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares( J( K8 S) {' F& {( Q
Series 18 will be converted into Preferred Shares Series 19.
+ ^- W8 D4 C0 u9 u$ }+ u$ `Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares. p/ n7 I" m+ S, B) k& g
Series 18 will not be entitled as such to receive notice of, attend, or vote at,3 n" s# K: I1 Q, x7 R
any meeting of the shareholders of the Bank unless and until the first time at
& D. O& Y: R# T% @8 zwhich the Board of Directors has not declared the whole dividend on the
# d9 n: F2 s# ~7 mPreferred Shares Series 18 in any quarter. In that event, subject as/ z) F7 i- ~ b9 L2 e# ?
hereinafter provided, the holders of Preferred Shares Series 18 will be/ Z5 g" `# s/ q8 R3 s0 l# i
entitled to receive notice of, and to attend, meetings of shareholders at which
, W+ ]6 l8 I, g: U) o2 rdirectors of the Bank are to be elected and will be entitled to one vote for
' U$ @) y( G9 p! \, U6 e' Deach Preferred Share Series 18 held. The voting rights of the holders of the
$ a1 J/ ]$ F% o2 U0 lPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
N; t& a# _& ~$ {1 x9 i* V. F2 Tthe first dividend on the Preferred Shares Series 18 to which the holders are
! x$ K8 r; L. n3 C& T5 V9 r# [# Yentitled thereunder subsequent to the time such voting rights first arose until, V e( K1 U1 r7 h& h7 F. K
such time as the Bank may again fail to declare the whole dividend on the" S0 j z5 Z5 u( N6 I1 d& k( N
Preferred Shares Series 18 in respect of any quarter, in which event such
. w+ v: R5 ]+ g; L" `3 Pvoting rights will become effective again and so on from time to time. W. A) d$ x) o( R
Principal Characteristics of the Preferred Shares Series 19
9 J8 a3 S7 \, B0 R- P/ KDividends: The holders of the Preferred Shares Series 19 will be entitled to receive" x( x6 U5 x; H0 ~" N% }
floating rate non-cumulative preferential cash dividends, as and when/ a/ `$ B# d* z% T! v" A* G
declared by the Board of Directors, subject to the provisions of the Bank Act,
7 s7 x7 a( x3 u- z+ w( u* a% Apayable quarterly on the 25th day of February, May, August and November
# X) A/ [: i' C, U1 g: \) jin each year, in the amount per share determined by multiplying the/ H5 e8 R8 Q9 v P" n. Y0 _0 o
applicable Quarterly Floating Dividend Rate by $25.00.
& x3 }6 p5 K* x* @0 GOn the 30th day prior to the commencement of the initial quarterly dividend
0 v2 }* Y, m1 r8 i; Vperiod beginning on February 25, 2014, and on the 30th day prior to the first
: n T7 I0 k9 J* X [day of each subsequent quarterly dividend period (the initial quarterly
) ~( O. P" u6 P, S7 E9 G6 `dividend period and each subsequent quarterly dividend period is referred to
. [1 |1 C8 V! p# J" `& \, tas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
( {9 z, ~" e) l( rQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate1 p- g0 k4 i1 y. x% u
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the% g2 I5 E) r0 N& E4 x; _3 n
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
: ]1 {5 ~# r% }' q velapsed in the applicable Quarterly Floating Rate Period divided by 365)
# v# ^6 ~. Z9 z4 S/ Pdetermined on the 30th day prior to the first day of the applicable Quarterly0 E+ H- D( T' a/ w
Floating Rate Period.
$ k7 O* s* h8 ^* C, `S-5
1 Q; E: Q( I" k/ j; g. LIf the Board of Directors does not declare a dividend, or any part thereof, on3 C: ]# C9 ]4 A8 y
the Preferred Shares Series 19 on or before the dividend payment date for a* _" T# c3 u. R& E: O
particular quarter, then the entitlement of the holders of the Preferred3 R$ i0 P. c$ N! E9 P: c3 j: V0 D
Shares Series 19 to receive such dividend, or to any part thereof, for such
5 W! e% G. H1 T4 Q* q* \quarter will be forever extinguished.
: z0 Z! U2 `5 U$ q6 U8 ORedemption: Subject to the provisions of the Bank Act and to the prior consent of the
: }1 v# C" [5 ^$ Y$ T" |Superintendent and to the provisions described below under the heading
3 o, h9 `; U! |0 Z‘‘Details of the Offering — Certain Provisions of the Preferred Shares
% ?; M8 O' ~+ P: d$ m5 \: D+ |0 }Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,* t4 x- U# U1 P; I+ R* p
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
' D6 m) G. v1 m5 O6 ~" F4 d0 h5 \or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
) C6 [. v/ _, T& F" l4 l; coption without the consent of the holder, by the payment of an amount in
/ N0 }+ E" Y9 P4 }' Jcash for each such share so redeemed of (i) $25.00 together with all declared
# R( e7 y. @7 m/ d6 `- g! rand unpaid dividends to the date fixed for redemption in the case of
r1 b5 o8 a1 C* l8 B7 Lredemptions on February 25, 2019 and on February 25 every five years- M. _' k' T+ G3 X J K2 h
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to. _6 {# l& W+ s. x1 r
the date fixed for redemption in the case of redemptions on any other date C$ O* D l' {$ V4 g0 y- I
on or after February 25, 2014.
) f9 _3 l' y/ l1 i- i7 ^Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic8 V c% c0 r; ^' d* x9 g
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have) r. b0 R o: @% f7 s/ v" f3 l9 E
the right, at their option, to convert, on February 25, 2019 and on
8 k9 u9 w+ F1 s1 TFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any- V1 R2 e. J/ c; o# o) i
or all of their Preferred Shares Series 19 into an equal number of Preferred' s" d& d* V) s6 @5 K
Shares Series 18 upon giving to the Bank written notice thereof not earlier
2 S' o. {. D9 Cthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the M7 y3 O2 F& v7 x* D6 S4 R* U
15th day preceding, a Series 19 Conversion Date.
$ Z/ [ u4 a# Y! ?% zAutomatic Conversion If the Bank determines, after having taken into account all shares tendered5 d# v' X3 ^+ n: C+ q3 a
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares+ k5 Y6 |/ r# z# Q( g1 ~- @" L0 K
Series 18, as the case may be, that there would be outstanding on such$ c+ D# J1 U0 D$ }. `( R
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,& c( U: E2 Z( T# ]7 b# u
such remaining number of Preferred Shares Series 19 will automatically be
' O5 M& Q, w# D( O* ^converted on such Series 19 Conversion Date into an equal number of$ n5 q( x* c* n7 J+ [! w8 T
Preferred Shares Series 18. Additionally, if the Bank determines that, after
8 O2 \; `& i, t1 yconversion, there would be outstanding on such Series 19 Conversion Date/ D- y2 x9 ]) F2 W
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares% o7 g, a" W6 D% P+ I( g
Series 19 will be converted into Preferred Shares Series 18.
' w3 d, v' s( R7 R O l6 X0 JVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
9 _8 y1 T: |1 w9 t3 XSeries 19 will not be entitled as such to receive notice of, attend, or vote at,* C$ h# n! R5 J: |' B& ?, C" y. V
any meeting of the shareholders of the Bank unless and until the first time at
& ~0 H+ a3 s0 A \which the Board of Directors has not declared the whole dividend on the3 B; v4 {, B, [; w+ D8 P
Preferred Shares Series 19 in any quarter. In that event, subject as; q1 g7 I6 M3 ?( @/ N5 a
hereinafter provided, the holders of Preferred Shares Series 19 will be
. t9 X4 E M: I) a% O5 a8 ]+ H- ientitled to receive notice of, and to attend, meetings of shareholders at which$ \9 i- Y" `! t, q) G7 ~4 ]
directors of the Bank are to be elected and will be entitled to one vote for
, m3 E8 w) [9 m: N4 o' heach Preferred Share Series 19 held. The voting rights of the holders of the: p, c( t) D X
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of8 m5 ~4 U8 }' V
the first dividend on the Preferred Shares Series 19 to which the holders are
1 R2 {" ?* O; o( D$ Wentitled thereunder subsequent to the time such voting rights first arose until
1 h y9 I: ]- N$ k+ esuch time as the Bank may again fail to declare the whole dividend on the! k: |1 M$ Z L/ ^5 B. D- N& O; ^
Preferred Shares Series 19 in respect of any quarter, in which event such
$ n: f. _* L) rvoting rights will become effective again and so on from time to time.8 N3 g: y* P5 k+ z4 h5 G% m" w8 m
S-6; A7 d" v1 G9 g- }. N
Priority: The preferred shares of each series of the Bank will rank on a parity with
# [! S- ^2 Z9 i" |2 h) Bevery other series and are entitled to preference over the common shares of" z1 ]5 W+ ?1 i) c5 h
the Bank and over any other shares of the Bank ranking junior to the7 h" D6 V/ [2 K: [8 {/ t
preferred shares with respect to the payment of dividends and upon any
( T6 f1 g$ K i6 M0 d4 Cdistribution of assets in the event of the liquidation, dissolution or( S% w5 f V% Q+ u x
winding-up of the Bank.
! X& \) V+ q/ ~8 M8 C/ p6 BTax on Preferred Share The Bank will elect, in the manner and within the time provided under
6 }* w4 s" y( C* LDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
" h4 y! i' ^" qSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
$ ~4 o6 N* |; `* O. d! rdividends received on such shares under Part IV.1 of such Act. |
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