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发表于 2008-11-29 16:58
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下面是BMO的:
, U/ d4 g& F/ ]9 ZSUMMARY OF THE OFFERING: J9 u) |+ q" V) i: Y
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’’.
4 U. F$ T4 V" sIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.5 `: Z% }3 T! u3 s5 \
Amount: $150,000,000 (6,000,000 shares).
& y1 W% [; ]# e7 LPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
9 E8 f7 G) j9 {7 U. ?3 z6 cPrincipal Characteristics of the Preferred Shares Series 18) W8 [& o- x0 F( N9 `" e8 r
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed) b5 c5 Z1 {! M7 @: C/ T; D
non-cumulative preferential cash dividends, as and when declared by the
; H* H5 D# d/ A2 O* D; B8 WBoard of Directors, subject to the provisions of the Bank Act, for the initial
( C- L% c/ |9 `! Iperiod commencing on the closing date and ending on and including8 N+ G) M( I% @; |4 j- i k7 o7 I
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the% i$ |4 k& H4 W3 o. X* ~
25th day of February, May, August and November in each year, at a rate
, b' `8 b0 O! U. e/ J& J, h0 @9 v; M: eequal to $0.40625 per share. The initial dividend, if declared, will be payable4 ^9 V5 ~" O! M
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
, o0 l* n. J. p" w z; @date of December 11, 2008.
' c3 f/ z: Y t6 |* y, p8 v1 DFor each five-year period after the Initial Fixed Rate Period (each, a. F3 E4 D, V1 X
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares& T+ B2 R4 F+ J5 x! ~' |; R
Series 18 will be entitled to receive fixed non-cumulative preferential cash4 z( c+ w3 c2 r( S/ J
dividends, as and when declared by the Board of Directors, subject to the' j! u0 Z; d" _1 m/ d" e
provisions of the Bank Act, payable quarterly on the 25th day of February,6 M6 f7 z' F2 C6 b4 D6 O. u7 ^
May, August and November in each year, in the amount per share per annum
( A8 X9 f0 ?' H* Y+ W- y+ Wdetermined by multiplying the Annual Fixed Dividend Rate applicable to: Q* F$ i( g' q
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
8 e1 O/ I y% A4 CRate for the ensuing Subsequent Fixed Rate Period will be determined by the
& f* ~3 Z- J% R' O1 n) XBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day. V$ u; U, z) n+ J: n
of such Subsequent Fixed Rate Period and will be equal to the sum of the* w! n- H. h- W
Government of Canada Yield on the applicable Fixed Rate Calculation Date
, @0 C) f: Q" v/ p9 O# X/ [plus 3.83%.
, D, J4 u" s r. f+ oIf the Board of Directors does not declare a dividend, or any part thereof, on
+ z5 r' Z) g& Uthe Preferred Shares Series 18 on or before the dividend payment date for a: R$ \4 F- g* D5 G
particular quarter, then the entitlement of the holders of the Preferred! ^1 R0 B! w/ C9 Q
Shares Series 18 to receive such dividend, or to any part thereof, for such* D+ X0 g! M( ?' ~2 ]
quarter will be forever extinguished.
: |% a. k. Y$ H' JRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
( A, p# U, l4 {9 x6 d" W" CSuperintendent and to the provisions described below under ‘‘Details of the% c% o% z7 K- K# {
Offering — Certain Provisions of the Preferred Shares Series 18 as a
9 N) H( W% d; f0 S1 H5 e- c3 CSeries — Restrictions on Dividends and Retirement of Shares’’, on
% \3 y, Q* w5 s7 m9 n$ VFebruary 25, 2014 and on February 25 every five years thereafter, on not% t3 G% P. [- y3 P* B- d) X
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
9 T$ u4 ?6 y4 ^1 g/ v) Wpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
8 a. I% x8 ~; L; P2 {8 u9 pwithout the consent of the holder, by the payment of an amount in cash for
+ S4 |: v! A& w e) F+ x: Zeach such share so redeemed of $25.00 together with all declared and unpaid" }& @& v2 Z7 y; `8 X1 a3 e; ^
dividends to the date fixed for redemption.
# Z, Z9 z; E/ U! d OConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic* _; | k# t. n/ c$ Z% P
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
) [ ~* O, L3 N0 `3 }' athe right, at their option, to convert, on February 25, 2014 and on
, e1 e9 J$ Z2 [' f; @# C4 L6 YS-45 k, |. q+ |. z$ B. q& ^0 v
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any9 E% j2 Y' C9 i; q5 V
or all of their Preferred Shares Series 18 into an equal number of Preferred& v! z; }3 Y" x9 N4 _- m
Shares Series 19 upon giving to the Bank notice thereof not earlier than, }3 t, d, Z" `# D3 T/ f8 k1 J4 ]
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
. Y! x; z j! B/ B- vpreceding, a Series 18 Conversion Date.* E- d* ]! C$ \, }0 m; }3 `! c, f9 J
Automatic Conversion If the Bank determines, after having taken into account all shares tendered% B- \1 x9 _3 O+ m @/ o
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares2 V; b1 g" a" D5 S
Series 19, as the case may be, that there would be outstanding on such& u! b0 U2 }# ^7 A7 \- f3 ~
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,2 b9 X. A4 T0 g8 ]. t: l' @4 Y. P6 w
such remaining number of Preferred Shares Series 18 will automatically be8 V; G8 \, R, x W. \
converted on such Series 18 Conversion Date into an equal number of& i9 M2 W# d: W8 ]) J
Preferred Shares Series 19. Additionally, if the Bank determines that, after
- M& i- l4 h! b. qconversion, there would be outstanding on such Series 18 Conversion Date$ C' K+ A, m5 K G% ?
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
. ~- z: D6 O: W" n1 j/ I5 bSeries 18 will be converted into Preferred Shares Series 19.' v, j* h2 x; x1 v$ F1 ]6 P
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares- ^7 [$ E1 J6 |" o
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
1 f" \' \; T) l9 t( H: Tany meeting of the shareholders of the Bank unless and until the first time at
5 y9 W! z0 G2 zwhich the Board of Directors has not declared the whole dividend on the* s" Z1 p) j$ N! h L6 h) ?- W
Preferred Shares Series 18 in any quarter. In that event, subject as6 t! I" B5 \- ~) M& w( {
hereinafter provided, the holders of Preferred Shares Series 18 will be4 k2 J% `5 ~8 C+ j' H
entitled to receive notice of, and to attend, meetings of shareholders at which' U% g4 g q, r' v r6 J) R
directors of the Bank are to be elected and will be entitled to one vote for Y* v. j1 C! V' c& {9 |% p
each Preferred Share Series 18 held. The voting rights of the holders of the% v2 q1 J7 X! g" i) Y5 f, ?
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
: h- `( Q: k6 s+ r: G }0 V7 {' Rthe first dividend on the Preferred Shares Series 18 to which the holders are
) q: N" Y9 K- J7 Lentitled thereunder subsequent to the time such voting rights first arose until+ {$ O9 E0 @$ Q8 _
such time as the Bank may again fail to declare the whole dividend on the
6 F$ T& j8 P& ]- D( \. PPreferred Shares Series 18 in respect of any quarter, in which event such" `* k. R; M6 k9 @% f2 N4 e% c
voting rights will become effective again and so on from time to time.2 S6 N" r0 v8 q& T# L
Principal Characteristics of the Preferred Shares Series 190 u4 ~7 f; B ]4 f C( m
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
6 m$ e0 X2 s# X" Q0 A @. @floating rate non-cumulative preferential cash dividends, as and when
1 ^9 [, M; Y0 \5 {" ]5 }8 ndeclared by the Board of Directors, subject to the provisions of the Bank Act,& X T) u4 R! l
payable quarterly on the 25th day of February, May, August and November+ @ f u2 G& d; t
in each year, in the amount per share determined by multiplying the
0 l4 d: E0 Z! e7 L; |0 Z( japplicable Quarterly Floating Dividend Rate by $25.00.# |6 h r0 K2 w6 U/ L
On the 30th day prior to the commencement of the initial quarterly dividend* @# Y5 f; N# w* O
period beginning on February 25, 2014, and on the 30th day prior to the first7 D$ ^0 C& ^/ {2 Q3 Z0 I
day of each subsequent quarterly dividend period (the initial quarterly+ U3 u# _/ J! q# f% E' W8 [3 t6 u
dividend period and each subsequent quarterly dividend period is referred to
& J+ S8 k/ Y- P: \2 n/ kas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the! c* F1 p. z3 Q* M$ X# H
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
0 \- O' k$ M, n JPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
, L3 W% [+ |3 ~1 iT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
: `8 i8 ]' q8 telapsed in the applicable Quarterly Floating Rate Period divided by 365), W3 O7 C8 ~" J0 z: J* o
determined on the 30th day prior to the first day of the applicable Quarterly9 j' v' @+ a- A7 P* Z4 W
Floating Rate Period./ ?9 \! @' {) I8 C$ ? t# u: S
S-55 r j- E6 u0 R# r, A B
If the Board of Directors does not declare a dividend, or any part thereof, on
$ S; i+ I& r) F) S1 athe Preferred Shares Series 19 on or before the dividend payment date for a+ f. G* }. b1 q+ J) ?* L
particular quarter, then the entitlement of the holders of the Preferred8 \" Q% Q! i, X
Shares Series 19 to receive such dividend, or to any part thereof, for such- P3 }1 l# V4 ~2 t4 s) s
quarter will be forever extinguished.! k" e4 N; I8 E0 f; \/ R
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the, \! T9 y+ P/ W* s6 o" h5 p
Superintendent and to the provisions described below under the heading
, j! _7 V: ~/ Y‘‘Details of the Offering — Certain Provisions of the Preferred Shares& t/ b* U% b8 X
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,1 I2 o" F- G3 f: J. }
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
6 I; o9 w8 K/ u8 ~or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
7 P( Z2 |8 i @* ^" v1 o: m2 `option without the consent of the holder, by the payment of an amount in* o V. e L- v5 Q2 V6 O
cash for each such share so redeemed of (i) $25.00 together with all declared
k7 u- c( v; e; Q/ @and unpaid dividends to the date fixed for redemption in the case of
( N5 h1 M7 I& c4 J2 O0 Fredemptions on February 25, 2019 and on February 25 every five years
% B" i5 A2 A- ?thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
* ?2 C! }- j$ a2 nthe date fixed for redemption in the case of redemptions on any other date
4 N' g* `; q$ Won or after February 25, 2014.
, w# |( \) X( ?7 M; a% Z: k0 |. ?; ]Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
/ r1 ]) O1 @. jShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
" v. U8 V* C4 B' `6 Rthe right, at their option, to convert, on February 25, 2019 and on( m7 {7 `+ E/ L% T" [* A: l% f
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any) H# U# F& @: P) i- D
or all of their Preferred Shares Series 19 into an equal number of Preferred
5 _9 L+ k8 @, a6 fShares Series 18 upon giving to the Bank written notice thereof not earlier- Q+ D2 D* B5 C& ~. ?, }& ?
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the. L. n$ C, n. b
15th day preceding, a Series 19 Conversion Date.
! \2 R, M- I' t3 B0 k4 dAutomatic Conversion If the Bank determines, after having taken into account all shares tendered. J4 e+ ]- O# s. |/ C4 M2 n
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares$ V2 g" W; P: i% _* ^
Series 18, as the case may be, that there would be outstanding on such# N( f3 W! R# d* P0 ^
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
: A( j( P! z; v( k2 R4 L9 @such remaining number of Preferred Shares Series 19 will automatically be& x7 ^& }$ N5 s' w3 U: t* K
converted on such Series 19 Conversion Date into an equal number of
, c; p: S6 M0 q, I; }0 VPreferred Shares Series 18. Additionally, if the Bank determines that, after
2 z& y( `' Q: ^1 h2 k: Y0 @conversion, there would be outstanding on such Series 19 Conversion Date
/ V' r% V R% s8 n) p7 {' c( ^$ G( Tless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
$ Z; e/ F" V3 }: |6 V. n: g0 iSeries 19 will be converted into Preferred Shares Series 18.6 l* }' M/ S6 C! { }
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares' V8 N, m- J# r! z Q* g8 E0 Z
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
8 o$ t. u- A* Z/ J8 W/ gany meeting of the shareholders of the Bank unless and until the first time at5 D: V, E& V, ]) Z8 S! i: o
which the Board of Directors has not declared the whole dividend on the
k) G B5 W* Q% M4 aPreferred Shares Series 19 in any quarter. In that event, subject as) f. e7 v3 q; t& s; U4 J; L8 X
hereinafter provided, the holders of Preferred Shares Series 19 will be
/ N- U1 s/ L% v/ x/ F* Tentitled to receive notice of, and to attend, meetings of shareholders at which
6 x2 ?/ n/ F! a( K6 Fdirectors of the Bank are to be elected and will be entitled to one vote for
6 D/ r. ^, u% G2 |each Preferred Share Series 19 held. The voting rights of the holders of the( [" Q! i5 f/ I2 ]- p' y
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of/ t' j$ P W7 i1 T( n; P
the first dividend on the Preferred Shares Series 19 to which the holders are
" a! i: R" R- U ^5 j' |entitled thereunder subsequent to the time such voting rights first arose until
, n$ l3 D7 c4 C5 Lsuch time as the Bank may again fail to declare the whole dividend on the
3 Q8 A) }- I, h% ]1 }# @8 l# d8 CPreferred Shares Series 19 in respect of any quarter, in which event such
b3 j& s5 |& n0 \7 }voting rights will become effective again and so on from time to time.
- Y* L; y2 @0 `' W1 k( H) t' E; i. oS-6: E/ g4 V& q7 O' p
Priority: The preferred shares of each series of the Bank will rank on a parity with% j4 D8 V! O' T
every other series and are entitled to preference over the common shares of+ h& z" A" E% [ K
the Bank and over any other shares of the Bank ranking junior to the- ~$ H) s* {1 [. S, a. ~
preferred shares with respect to the payment of dividends and upon any
9 u: X7 R9 E; W+ ]distribution of assets in the event of the liquidation, dissolution or5 r- [6 H9 s5 j/ d
winding-up of the Bank.' m. N; ]$ O+ }
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
. q. Q! W% c0 ~1 L; LDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
1 c& L9 G$ }( Z, \% G5 _4 u1 y7 p ZSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
7 c# L6 f; X! _+ Q: q3 ^1 d1 R5 ]9 }+ bdividends received on such shares under Part IV.1 of such Act. |
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