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发表于 2008-11-29 16:58
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下面是BMO的:+ K+ |( s" d# `/ F7 s2 V/ k
SUMMARY OF THE OFFERING0 ~4 K* k' `8 t! K, X/ |2 U
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’’.
$ n3 V' [. l9 y8 R: a. ^* LIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
6 p' ~5 I& @& O2 ?9 @# ZAmount: $150,000,000 (6,000,000 shares).! W+ l4 v& G T$ \* I2 s
Price and Yield: $25.00 per share to yield initially 6.50% per annum.$ D. Y1 m/ }3 Y
Principal Characteristics of the Preferred Shares Series 187 ^2 A' O" ~' ~* h5 n/ U8 p
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed5 W8 e3 r. E9 v H/ a
non-cumulative preferential cash dividends, as and when declared by the
( `$ G" b3 R+ p+ a6 sBoard of Directors, subject to the provisions of the Bank Act, for the initial
; T) I& T- V+ w& {! Q$ }) ]period commencing on the closing date and ending on and including
8 {7 ~. n/ e- N @February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the5 w3 U$ \9 U- H, `
25th day of February, May, August and November in each year, at a rate
8 P0 N9 k) v; M; Wequal to $0.40625 per share. The initial dividend, if declared, will be payable
4 I9 m8 {, @" I4 M" n7 q4 _! hMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
9 Y. k$ d5 q4 a$ N& F( N2 B; edate of December 11, 2008.
% `, l& G8 u$ LFor each five-year period after the Initial Fixed Rate Period (each, a0 }% ?5 z8 P2 j4 j0 C
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
4 k( a/ E! K3 M9 O, E+ W2 s: u1 oSeries 18 will be entitled to receive fixed non-cumulative preferential cash* O# B5 C0 [1 u$ h& g+ `* Y& e, N( t
dividends, as and when declared by the Board of Directors, subject to the
2 x- R! M+ Q+ Oprovisions of the Bank Act, payable quarterly on the 25th day of February,! E5 l O+ o0 Y: A# f# f; p
May, August and November in each year, in the amount per share per annum0 \, n6 `* q, Q4 r) X u- v
determined by multiplying the Annual Fixed Dividend Rate applicable to
8 U; _4 c7 j8 C; M1 L( Bsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend, c/ d3 g* E0 L$ `* V
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
; D3 U9 A. m5 P' X7 }, \# LBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day8 N& _( C Q2 x8 J
of such Subsequent Fixed Rate Period and will be equal to the sum of the
9 }6 [8 U9 p# v* U% }Government of Canada Yield on the applicable Fixed Rate Calculation Date
0 Z! V" U. J8 H7 V. ]7 ~plus 3.83%.; V" A' ^; x0 }+ |6 z
If the Board of Directors does not declare a dividend, or any part thereof, on
' T7 M# H& a7 I3 W, A' nthe Preferred Shares Series 18 on or before the dividend payment date for a: M* _( z) j; O* J9 e, U& {
particular quarter, then the entitlement of the holders of the Preferred! [$ G& d# \' X7 B' s
Shares Series 18 to receive such dividend, or to any part thereof, for such% L7 a; [# O* J
quarter will be forever extinguished.: a( M/ i2 ~# c+ j
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the0 W1 O6 B2 ?# l- i
Superintendent and to the provisions described below under ‘‘Details of the
- B+ o6 c# c# S( S2 fOffering — Certain Provisions of the Preferred Shares Series 18 as a% m @6 L3 v( F" V ]
Series — Restrictions on Dividends and Retirement of Shares’’, on
! l6 M2 Y- K1 Q$ \* ]* E5 aFebruary 25, 2014 and on February 25 every five years thereafter, on not
, W: j9 w* b: B, hmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any) _9 W o {1 O1 p8 K+ U
part of the then outstanding Preferred Shares Series 18, at the Bank’s option8 V$ d4 H) b1 t) }% p
without the consent of the holder, by the payment of an amount in cash for3 |8 y# G5 s) _: F( x* Z
each such share so redeemed of $25.00 together with all declared and unpaid
% F6 r7 U- S' i, s S" Gdividends to the date fixed for redemption.
, b3 `4 X8 E4 l& `7 a- V) rConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
% r2 P S+ ]6 X9 A! BShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
: \7 v { }7 S. fthe right, at their option, to convert, on February 25, 2014 and on/ O+ u- J& k' D5 @. d2 |% x
S-4, S: k* @7 U4 F( Y3 S g
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
! U" v, i* p: W% Tor all of their Preferred Shares Series 18 into an equal number of Preferred
: a, F+ [$ Z' `7 ^4 [: jShares Series 19 upon giving to the Bank notice thereof not earlier than
' G2 a4 s$ a+ L. W30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
! I O# w3 F3 F# M- b0 }1 F- K; o# Fpreceding, a Series 18 Conversion Date.
& I' j. a( u+ z6 xAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
. ?) D6 {) e$ Z% j- v7 IProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares& ?- Q3 ~- Y! E0 X l( {: j( v
Series 19, as the case may be, that there would be outstanding on such
; R5 N$ G: P! g- X4 KSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
* a! q; N+ P9 ^. G( tsuch remaining number of Preferred Shares Series 18 will automatically be0 M7 p6 G. I) k
converted on such Series 18 Conversion Date into an equal number of
( _% T4 s; @4 ~# O5 G2 JPreferred Shares Series 19. Additionally, if the Bank determines that, after& a k! ? n4 T
conversion, there would be outstanding on such Series 18 Conversion Date
& @* u1 D) \8 s% T- W1 eless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares" a" g9 w: p# d6 N* M2 A
Series 18 will be converted into Preferred Shares Series 19.
! Q1 w4 R" C7 I8 e1 p. o# Z) b# A# `Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
/ ^) w% C# u( b$ ^; @Series 18 will not be entitled as such to receive notice of, attend, or vote at,- K7 P( f6 M' ?) y7 t
any meeting of the shareholders of the Bank unless and until the first time at
1 K+ L, y6 `# _1 D5 F& `6 \which the Board of Directors has not declared the whole dividend on the$ Q+ o f; a- }2 r" r! {
Preferred Shares Series 18 in any quarter. In that event, subject as/ m$ t9 A4 _7 W2 E- S2 g) ~
hereinafter provided, the holders of Preferred Shares Series 18 will be& q/ ^* r8 v/ X7 h
entitled to receive notice of, and to attend, meetings of shareholders at which
% e$ M* Y+ w5 V idirectors of the Bank are to be elected and will be entitled to one vote for; m+ t z) x% _" F+ o) I- N
each Preferred Share Series 18 held. The voting rights of the holders of the- W, F: S# t, M$ i" }' ~' u
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
9 S3 ~4 e1 i8 N. D. }the first dividend on the Preferred Shares Series 18 to which the holders are) \/ Y# _9 r. m
entitled thereunder subsequent to the time such voting rights first arose until. V& J) C# ]+ b l' s! E
such time as the Bank may again fail to declare the whole dividend on the: S2 w; J# A+ ^
Preferred Shares Series 18 in respect of any quarter, in which event such
# ~& B' [9 X6 k' F2 s* qvoting rights will become effective again and so on from time to time.0 r+ ]3 z" O v, Q7 y4 |
Principal Characteristics of the Preferred Shares Series 19' {% t2 w1 R3 c* V v
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
4 M: f6 `8 }; ~( S0 x3 Rfloating rate non-cumulative preferential cash dividends, as and when2 d% B. C1 J' W$ d0 l: N
declared by the Board of Directors, subject to the provisions of the Bank Act," y2 c g; W3 `
payable quarterly on the 25th day of February, May, August and November. f- r+ `1 R: z( ^3 n+ I7 |+ @
in each year, in the amount per share determined by multiplying the( P3 P+ T* `7 B" C8 R! a
applicable Quarterly Floating Dividend Rate by $25.00.! b- t$ G2 j1 C: R3 L" M4 h$ W
On the 30th day prior to the commencement of the initial quarterly dividend
7 t# B# M$ w8 \1 v3 p& tperiod beginning on February 25, 2014, and on the 30th day prior to the first
8 E; E0 R7 Y% F! | m% Oday of each subsequent quarterly dividend period (the initial quarterly5 b) x4 w6 E9 T( ]; ~, e# P
dividend period and each subsequent quarterly dividend period is referred to
' j/ r% ?7 G: Q& Was a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
3 Z; _9 B( L! Z9 D% eQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate) t( a- Q3 E2 f
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the2 w5 a$ q% ~# Y' ?3 k+ }
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
8 u& C" P ~+ \- i7 J0 g8 Eelapsed in the applicable Quarterly Floating Rate Period divided by 365)
- P) G, V& h s7 ^determined on the 30th day prior to the first day of the applicable Quarterly4 X* w" |. _9 n d( ^
Floating Rate Period.% S6 [! `6 A" @8 D
S-5
) s( d1 t1 [, V( f7 k0 R6 A+ ~. W8 }If the Board of Directors does not declare a dividend, or any part thereof, on
) M; X: @0 N, S3 R. j$ Ithe Preferred Shares Series 19 on or before the dividend payment date for a3 J+ t! q7 G" [- q* [4 q1 m' ]( h1 F
particular quarter, then the entitlement of the holders of the Preferred
" H- ~6 P& M2 FShares Series 19 to receive such dividend, or to any part thereof, for such* r' P* r4 k1 B7 ^! p* @( C
quarter will be forever extinguished.
2 o) Y$ y5 B4 m, Y6 e, |Redemption: Subject to the provisions of the Bank Act and to the prior consent of the* I; v8 `( k2 E* Y; M; Q
Superintendent and to the provisions described below under the heading" b7 ?2 e( h" U' u" ^, k5 B! o7 I4 a
‘‘Details of the Offering — Certain Provisions of the Preferred Shares9 E/ o' g8 x B' w. f7 T
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,1 j5 p* X* R9 o
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all! _3 x" u6 q0 X/ a
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s4 E) m! ]( p: Z0 A6 M# m
option without the consent of the holder, by the payment of an amount in
/ |7 \6 ?4 \. m d4 M$ y2 Q0 Rcash for each such share so redeemed of (i) $25.00 together with all declared- r' {$ P- Y! {
and unpaid dividends to the date fixed for redemption in the case of
, @! v9 o9 i9 C N% Tredemptions on February 25, 2019 and on February 25 every five years
. q) v! `6 t6 D1 j) Ethereafter, or (ii) $25.50 together with all declared and unpaid dividends to
# m2 U& C3 G# h2 e; lthe date fixed for redemption in the case of redemptions on any other date2 l4 _- \2 e9 O7 q. ~
on or after February 25, 2014.
: {( r' {4 J5 N% hConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic6 z b& ?, _9 Q6 L+ y! y" g
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
1 }$ Q) l j- z( ]# d1 @1 p+ w) U6 nthe right, at their option, to convert, on February 25, 2019 and on
7 l. }' e) z( p6 }February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any# f' O& x5 K" D+ Q, [( P
or all of their Preferred Shares Series 19 into an equal number of Preferred. {# K5 _' n" n: R) r" g5 R; c% O
Shares Series 18 upon giving to the Bank written notice thereof not earlier" y# Z$ {6 b. @* X0 q4 M5 |
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
% ~4 t* |$ }1 ]* P15th day preceding, a Series 19 Conversion Date.! l& a0 Y: }) l% F B# E
Automatic Conversion If the Bank determines, after having taken into account all shares tendered/ m0 a7 A! F7 a3 A0 J" i8 b5 V9 K+ s
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
' u5 ~. |. T- x* V6 PSeries 18, as the case may be, that there would be outstanding on such# L* T6 |0 M0 N j% p3 I
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,7 k, ~. s4 ~2 f) B
such remaining number of Preferred Shares Series 19 will automatically be( A9 U; T/ l% R$ s' o9 z
converted on such Series 19 Conversion Date into an equal number of; E h' P$ j8 w! y( p2 T
Preferred Shares Series 18. Additionally, if the Bank determines that, after8 p1 k9 i/ W" N$ A4 g
conversion, there would be outstanding on such Series 19 Conversion Date B: J$ Y1 q7 y1 c: n5 p v' W4 d
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
8 o* R4 w0 e7 h" D0 WSeries 19 will be converted into Preferred Shares Series 18.
9 Y3 q4 N) x' W; g1 xVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares: m" O l y* c7 P3 _" Y8 {# s
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
- l# `2 E! Q; f) G, Kany meeting of the shareholders of the Bank unless and until the first time at
( D0 Y2 h1 c' O; Jwhich the Board of Directors has not declared the whole dividend on the, b& d& u8 [, W& O7 ^" K
Preferred Shares Series 19 in any quarter. In that event, subject as
$ \! I9 E* j% z- i! Q1 v* f) fhereinafter provided, the holders of Preferred Shares Series 19 will be
& ^8 s0 w& `3 G4 T% G, D& Zentitled to receive notice of, and to attend, meetings of shareholders at which
/ Y) V% O( ~6 J8 I, _directors of the Bank are to be elected and will be entitled to one vote for, @9 z$ b- @1 @8 m' b% U# g2 }
each Preferred Share Series 19 held. The voting rights of the holders of the
: p) l8 ]( l# r2 x" S4 E9 kPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
3 [1 e# J( T H8 j$ athe first dividend on the Preferred Shares Series 19 to which the holders are: |, b7 b# o; |% ?- m! R
entitled thereunder subsequent to the time such voting rights first arose until3 E2 Q- x% V1 U0 v& C9 a/ C
such time as the Bank may again fail to declare the whole dividend on the& Z4 ~8 c2 T# U
Preferred Shares Series 19 in respect of any quarter, in which event such
( }1 X9 Z$ g+ x" S5 Bvoting rights will become effective again and so on from time to time. S- Y1 K9 i9 X8 x% b* P& A
S-6
, j" k5 r @3 O" O& @Priority: The preferred shares of each series of the Bank will rank on a parity with# m. T6 _; y! G1 V2 F
every other series and are entitled to preference over the common shares of
2 d; ?+ ~- s# H5 \the Bank and over any other shares of the Bank ranking junior to the
0 e( w* S+ T' z C# I2 r) P, Ipreferred shares with respect to the payment of dividends and upon any0 X/ Y' @: Z+ _. P. O2 A! ?6 b1 o
distribution of assets in the event of the liquidation, dissolution or
9 U1 l0 |$ O0 ^, s* Twinding-up of the Bank.% ?' H0 W3 i* v
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under. U/ N+ u2 ^1 }, K3 p3 {2 F& Y0 o
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
) A' {/ B, \1 X9 MSeries 18 and Preferred Shares Series 19 will not be required to pay tax on+ g9 u/ {! Y2 N" j0 [' q. D
dividends received on such shares under Part IV.1 of such Act. |
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