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发表于 2008-11-29 16:58
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下面是BMO的:8 ]2 b9 ]6 ?4 c2 D! i
SUMMARY OF THE OFFERING
& J U# u9 w0 ^6 ~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’’.% {& c% }* @# q/ J; W
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
' q3 ]2 p) \& K2 SAmount: $150,000,000 (6,000,000 shares).
) {6 T. s' `7 e9 HPrice and Yield: $25.00 per share to yield initially 6.50% per annum.5 c! P9 o, i9 n; {/ W
Principal Characteristics of the Preferred Shares Series 18
1 c( v M0 C! ?( {6 lDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
& f0 J# Z0 m0 Z1 rnon-cumulative preferential cash dividends, as and when declared by the
) ~& ^7 Z/ w2 I+ R: `) C$ {Board of Directors, subject to the provisions of the Bank Act, for the initial
5 u0 Q( [% T, a+ Pperiod commencing on the closing date and ending on and including& s3 s+ ~$ K' @% o: u
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the' ?$ L! z6 U- H
25th day of February, May, August and November in each year, at a rate
+ j$ ?& J+ A, e. _4 R$ t; ?equal to $0.40625 per share. The initial dividend, if declared, will be payable0 p$ y3 r( B/ J; R
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
: F/ |! R: `9 `7 k: Z. L, Q2 jdate of December 11, 2008.: ? |* ?5 i6 \, N- T: y
For each five-year period after the Initial Fixed Rate Period (each, a! L. r! h* x* P6 C, I- N
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
9 ^) y5 O" O0 p. k1 A/ `Series 18 will be entitled to receive fixed non-cumulative preferential cash
7 |$ V u! {% ]" w6 C* @/ T: Zdividends, as and when declared by the Board of Directors, subject to the2 j+ O$ e+ g, [1 o0 [3 Z
provisions of the Bank Act, payable quarterly on the 25th day of February,8 P) V* U- x2 L& @: q5 @9 d
May, August and November in each year, in the amount per share per annum
* [3 L2 c: b2 l* H- F5 V/ |determined by multiplying the Annual Fixed Dividend Rate applicable to
4 b; s. @2 v9 ^! ?$ j, D7 Vsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend$ O& M# G4 p: u8 _) l- q( P9 u
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
; e3 x4 i ^4 H0 f1 `; z) fBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day, V. D' q8 j1 Y" ]
of such Subsequent Fixed Rate Period and will be equal to the sum of the' c, l; C* y1 g% \/ u
Government of Canada Yield on the applicable Fixed Rate Calculation Date
7 \2 f$ k* s4 U+ vplus 3.83%.- x, b$ u+ y" A% \
If the Board of Directors does not declare a dividend, or any part thereof, on
2 P( r! E: U$ J- R4 `the Preferred Shares Series 18 on or before the dividend payment date for a8 R! G- | V F' ~0 p! Z! E7 _
particular quarter, then the entitlement of the holders of the Preferred
* r+ }3 u7 \" B: d5 X e: uShares Series 18 to receive such dividend, or to any part thereof, for such' c- r9 Z$ m- v, r
quarter will be forever extinguished.) V( R, ?$ O' i: X& A/ q
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the4 C( g) T5 ?/ k$ l
Superintendent and to the provisions described below under ‘‘Details of the
% N9 a) I# z0 Y) F6 ^Offering — Certain Provisions of the Preferred Shares Series 18 as a# p+ s: p% ]& r$ g) n3 W" I
Series — Restrictions on Dividends and Retirement of Shares’’, on
8 w. ]" _* [' v- W/ RFebruary 25, 2014 and on February 25 every five years thereafter, on not* ?+ {2 a" \3 o# R1 J( i. x4 K5 M
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
$ q8 }$ _9 a5 t0 B& p7 | Ppart of the then outstanding Preferred Shares Series 18, at the Bank’s option% y% v9 L) x( L7 P% v" e
without the consent of the holder, by the payment of an amount in cash for
6 V* b/ c8 q$ m/ Ueach such share so redeemed of $25.00 together with all declared and unpaid0 i5 ^ d' j; v) `" u: F, ^" e
dividends to the date fixed for redemption.
2 d8 \4 f8 x% `Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic: h, ^9 O' h; Z' k4 k g# N6 |
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have# a/ U& W; E$ U h
the right, at their option, to convert, on February 25, 2014 and on
+ b) J$ c) H: f$ ~* e7 l( M. CS-4+ r- ^6 z+ J0 O0 v8 p3 w+ i" ~
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any* r8 s% k G# g3 a: n+ Y& A4 b4 V
or all of their Preferred Shares Series 18 into an equal number of Preferred* |/ d+ l% ^ y+ s
Shares Series 19 upon giving to the Bank notice thereof not earlier than
4 H8 g$ B; C8 _% ]& d/ I( `) x# N30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
$ J6 n3 _ q0 T; _: r. c, c4 Upreceding, a Series 18 Conversion Date.
5 d* w8 a! j! O! H) _1 cAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
/ k* |2 |# \/ d6 j& Y! R% wProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
! C" e+ V3 G$ }# HSeries 19, as the case may be, that there would be outstanding on such
3 `& S* C9 Y0 n+ J1 M5 }Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,- K9 l5 l; z+ t9 Z, s
such remaining number of Preferred Shares Series 18 will automatically be% }3 ^* _ f! v2 e
converted on such Series 18 Conversion Date into an equal number of! b9 J% N( b+ J8 X2 r8 c% m9 H
Preferred Shares Series 19. Additionally, if the Bank determines that, after- n+ F3 c5 S4 W: M0 `6 [
conversion, there would be outstanding on such Series 18 Conversion Date4 Y# D7 ]: ?& M; M
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
4 p. \' J# B, U: b; M8 D% u; ~Series 18 will be converted into Preferred Shares Series 19.
" I. B) b% Q9 h- O7 GVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
/ j* Y6 }7 Z. T. ~' OSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
) z. ~% N5 C. p9 ]) x( wany meeting of the shareholders of the Bank unless and until the first time at
) t* F/ Q1 I9 r% `+ zwhich the Board of Directors has not declared the whole dividend on the
. i) O4 w& c9 E! a \4 a' I4 uPreferred Shares Series 18 in any quarter. In that event, subject as' f& }6 }5 t: ^6 Z1 L9 L/ U& r3 Y
hereinafter provided, the holders of Preferred Shares Series 18 will be) q* t% ~5 @8 h5 E' n, A( B
entitled to receive notice of, and to attend, meetings of shareholders at which6 w/ k' t: D7 z0 P" k) x7 J
directors of the Bank are to be elected and will be entitled to one vote for
) V0 ~- U+ h' R3 S* J/ s$ teach Preferred Share Series 18 held. The voting rights of the holders of the' _: e- B/ x a a- V3 Z
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
' ]! E0 K0 X( s4 ~' W: y* [) C& _the first dividend on the Preferred Shares Series 18 to which the holders are
& R I7 ~0 s5 {- _7 E" e' `entitled thereunder subsequent to the time such voting rights first arose until
3 H; |) n9 W2 H/ n/ e' Wsuch time as the Bank may again fail to declare the whole dividend on the
5 F7 M: c( F0 MPreferred Shares Series 18 in respect of any quarter, in which event such2 P, |+ `9 J6 K8 ~7 X
voting rights will become effective again and so on from time to time.
! {) P' W$ i: k* v: m2 _! W1 `Principal Characteristics of the Preferred Shares Series 19
+ Y1 e( x$ d+ I7 DDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
2 m2 G3 Q$ B" Z' p; b! Y' H% jfloating rate non-cumulative preferential cash dividends, as and when
/ r& X. T7 p0 J0 P: _& o! Ddeclared by the Board of Directors, subject to the provisions of the Bank Act,
3 S) d. r$ y& G5 i4 y0 tpayable quarterly on the 25th day of February, May, August and November6 b2 v: u: d, ?9 z4 E
in each year, in the amount per share determined by multiplying the
- u7 f5 h# P% f; b+ lapplicable Quarterly Floating Dividend Rate by $25.00.
4 H6 N `1 g" d' G3 L5 r* E' QOn the 30th day prior to the commencement of the initial quarterly dividend7 c0 }6 g+ ?; m9 f- [/ j, Y
period beginning on February 25, 2014, and on the 30th day prior to the first
u/ d& {% h1 A2 W) ? `' cday of each subsequent quarterly dividend period (the initial quarterly: m3 [2 H @8 n" @- y
dividend period and each subsequent quarterly dividend period is referred to6 j6 z5 [4 K- D4 _- z7 P1 O. R% x
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
, R ?4 E6 O: r n) o. PQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate0 G7 n9 O3 }6 F% F" P# D% c) a$ r
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
3 v; f2 h1 F0 V3 S# n1 D" eT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
- S+ g5 m) @1 Delapsed in the applicable Quarterly Floating Rate Period divided by 365)# h) A% c" {* Z9 |
determined on the 30th day prior to the first day of the applicable Quarterly
6 w. M8 W: j& d, L- K+ FFloating Rate Period.
5 l6 W+ z/ ^/ G1 R4 ]0 d0 n, {8 @! ZS-5
2 \2 \7 \; ` V; S" w3 U% }0 bIf the Board of Directors does not declare a dividend, or any part thereof, on
( F7 D+ d3 n1 Vthe Preferred Shares Series 19 on or before the dividend payment date for a
) p5 V0 T1 {3 d) k8 C ~6 Kparticular quarter, then the entitlement of the holders of the Preferred
& Q; K' @& }6 S( u, MShares Series 19 to receive such dividend, or to any part thereof, for such
( o* o+ q# _7 a# b! Tquarter will be forever extinguished.% l9 p, K# T$ L$ p
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
( m+ \9 c% L+ R6 jSuperintendent and to the provisions described below under the heading, a% ^% W( v o2 O
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
. g. w4 c, w0 p6 f, p0 c1 I/ ^* dSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’," A* Z/ T% g* }: H, S! M4 E
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
/ _1 F2 ?" R) R; }or any part of the then outstanding Preferred Shares Series 19, at the Bank’s) n4 I! K4 e; k6 v1 x
option without the consent of the holder, by the payment of an amount in' A& B; O9 `% L* M
cash for each such share so redeemed of (i) $25.00 together with all declared, f( ?, F1 N2 s) P* s
and unpaid dividends to the date fixed for redemption in the case of* m' ?" a! }+ h4 G
redemptions on February 25, 2019 and on February 25 every five years
8 H2 K7 o; Z* p- H5 _. Vthereafter, or (ii) $25.50 together with all declared and unpaid dividends to; z4 R, Q& Q8 W+ O4 b" u& H
the date fixed for redemption in the case of redemptions on any other date& G+ v* h2 j8 D6 F+ {+ P
on or after February 25, 2014.0 H; l2 n$ D9 Z) ]; x
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
( `, }8 ~7 c! H3 Y! y; G0 ?Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
7 E3 H- P4 q, [( [7 u5 x4 }the right, at their option, to convert, on February 25, 2019 and on
% d# M/ F ]2 _( bFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
/ L8 E; c) O4 b" {or all of their Preferred Shares Series 19 into an equal number of Preferred
. H1 d+ Q. [% ^: Q1 Y' WShares Series 18 upon giving to the Bank written notice thereof not earlier
" k5 `6 L- w: n% e" ithan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the4 ?" `6 S1 h9 I! q2 I4 M% `
15th day preceding, a Series 19 Conversion Date.- J9 f5 Y' _8 M. v! ?6 B8 U9 |
Automatic Conversion If the Bank determines, after having taken into account all shares tendered) B4 _2 g% a0 S4 O5 b$ @1 p
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares8 q9 b8 w- q7 m
Series 18, as the case may be, that there would be outstanding on such
0 b1 _7 z* h6 d, r; CSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
9 E9 F' `# c2 Q) J- ysuch remaining number of Preferred Shares Series 19 will automatically be, w( v# _, j+ `! |: e; J. F
converted on such Series 19 Conversion Date into an equal number of
) X; X/ E3 Q: A8 i: \: JPreferred Shares Series 18. Additionally, if the Bank determines that, after
4 j. d2 _+ u! I$ T( Gconversion, there would be outstanding on such Series 19 Conversion Date
* O! Y( T3 ^2 c: T& H n5 O3 h7 r' \( jless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares' y! q% f! @! ?$ p+ V
Series 19 will be converted into Preferred Shares Series 18.
$ o- b. J* k5 ]* e& O" c, W3 XVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
4 J9 G8 g. e8 {" y6 a& X8 oSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
$ D5 I; `, J& Pany meeting of the shareholders of the Bank unless and until the first time at! p$ [, @# a* r$ p$ W) J# J( h
which the Board of Directors has not declared the whole dividend on the
, P2 n+ T; x& iPreferred Shares Series 19 in any quarter. In that event, subject as* G# t* G* ]. q
hereinafter provided, the holders of Preferred Shares Series 19 will be- r! o6 K+ }1 |( M$ {+ K x
entitled to receive notice of, and to attend, meetings of shareholders at which! r' u# A; K8 V
directors of the Bank are to be elected and will be entitled to one vote for5 v Y7 |+ |9 }, |0 M1 w
each Preferred Share Series 19 held. The voting rights of the holders of the
6 ^; T. Q8 h- M( ]. {4 Q3 J7 wPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
( E4 h/ a: }3 ~9 ^' C( {# }the first dividend on the Preferred Shares Series 19 to which the holders are
* D5 N. Z- H% }5 L, V8 r, Rentitled thereunder subsequent to the time such voting rights first arose until
) ^/ e- T L0 n4 z/ Esuch time as the Bank may again fail to declare the whole dividend on the" X, r8 I* |$ i; j7 e6 J- [
Preferred Shares Series 19 in respect of any quarter, in which event such* {! X" B8 Q$ o! U' o$ e2 I
voting rights will become effective again and so on from time to time.
; v H# G$ {" l0 nS-6
# }' f) t. E5 x t' ]Priority: The preferred shares of each series of the Bank will rank on a parity with
5 @5 N8 c' b4 _3 bevery other series and are entitled to preference over the common shares of
/ z! |; H) d7 n6 c/ h* T+ Ithe Bank and over any other shares of the Bank ranking junior to the7 V, [5 v. c/ `$ g, R
preferred shares with respect to the payment of dividends and upon any
1 ~% n2 p; g! x( z* b/ S+ adistribution of assets in the event of the liquidation, dissolution or
4 Y( D- {* E( u, ywinding-up of the Bank.% H! `0 g+ Z5 z8 Q5 g
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
: Y! G8 l' |8 ^! g2 YDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
7 ~9 Y/ z1 E' l4 uSeries 18 and Preferred Shares Series 19 will not be required to pay tax on/ X% _: m% m9 `( f7 u' Z
dividends received on such shares under Part IV.1 of such Act. |
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