Bank of Montreal 1997 Annual Report Download - page 84

Bank of Montreal 180th Annual Report 199778
Note 12 Share Capital
Outstanding
(Canadian $ in millions, except per share information) 1997 1996 1995
Dividends Dividends Dividends
Number of declared Number of declared Number of declared
shares Amount per share shares Amount per share shares Amount per share
Preferred Shares
Class A – Series 4 8,000,000 $ 200 $ 2.25 8,000,000 $ 200 $ 2.25 8,000,000 $ 200 $ 2.25
Class A – Series 5 288 72 19,062.50 288 72 19,062.50 288 72 19,062.50
Class B – Series 1 10,000,000 250 2.25 10,000,000 250 2.25 10,000,000 250 2.25
Class B – Series 2 10,000,000 352 US$1.69 10,000,000 335 US$1.69 10,000,000 336 US$1.69
Class B – Series 3 16,000,000 400 0.93 – – – – – –
1,274 857 858
Common Shares 261,436,344 3,019 1.64 259,937,006 2,989 1.48 263,684,556 3,002 1.32
Total Outstanding Share Capital $ 4,293 $ 3,846 $ 3,860
Preferred Shares
Common Class A Class A Class B Class B Class B
Shares Series 4 Series 5 Series 1 Series 2 (US$ shares) Series 3
Redeemable... Not redeemable At our option At our option At our option At our option At our option
Redeemable starting... – September 20, 1999 November 25, 1998 February 25, 2001 August 25, 2001 August 25, 2004
Redeemable for... – $25.00 cash per $250,000.00 per share $25.00 cash per US$25.00 cash per $25.00 cash per share,
share or an equivalent starting December 5, share or an equivalent share or an equivalent plus a premium if we
value of our 1998 or an equivalent value of our value of our redeem the shares
common shares. value of our common common shares. common shares. before August 25, 2006,
shares starting or an equivalent value
November 25, 1998. of our common shares.
Convertible... Not convertible Not convertible At the shareholder’s At the shareholder’s At the shareholder’s At the shareholder’s
option option option option
Convertible starting... – – July 10, 1999 August 25, 2001 February 25, 2002 May 25, 2007
Convertible into... – – Our common shares. Our common shares. Our common shares. Our common shares.
However, we have However, we have However, we have However, we have
the right to pay the right to pay the right to pay the right to pay
$250,000.00 cash per $25.00 cash per US$25.00 cash per $25.00 cash per
share instead. share instead. share instead. share instead.
Dividend Rate Dividends on common Quarterly, non- Quarterly, non- Quarterly, non- Quarterly, non- Quarterly, non-
and Terms shares are declared cumulative dividend cumulative dividend cumulative dividend cumulative dividend cumulative dividend
by us on a quarterly equal to the greater of $4,765.625 of $0.5625 per share. of US$0.4219 of $0.346875
basis and the amount of $0.5625 per share per share. per share. per share.
can vary from quarter or 113.2% of the
to quarter. cash dividend paid on
our common shares.
Authorized
We are authorized by our shareholders to issue an unlimited
number of our common shares, without par value, providing
the aggregate consideration we receive for the shares does
not exceed $5.5 billion. We are authorized to issue an unlimited
number of Class A Preferred Shares and Class B Preferred
Shares without par value, in series, provided the aggregate amount
of consideration we receive for all Class A and Class B Preferred
Shares does not exceed $2.5 billion each. Class B Preferred Shares
may be issued in a foreign currency.
Redemption and Dividend Restrictions
The Superintendent of Financial Institutions Canada must approve
any plan to redeem any of our preferred share issues for cash.
We are prohibited from declaring dividends on our preferred
or common shares when we are, or would be as a result of
paying such a dividend, in contravention of the capital adequacy,
liquidity or any other regulatory directives issued under the
Bank Act. In addition, common share dividends cannot be paid
unless all dividends declared and payable on our preferred shares
have been paid or sufficient funds have been set aside to do so.
Common Shares
In July 1995, we commenced a share repurchase program to
acquire our common shares through recognized stock exchanges.
This program was established to cancel some of our common
shares and help minimize the potentially dilutive effects that may
arise from common shares that could be issued under our Stock
Option Plan and acquisitions of The Nesbitt Thomson Corpora-
tion Limited, Burns Fry Limited and our equity stake in Grupo
Financiero Bancomer. No common shares were repurchased for
cancellation in the current year. In 1996 we repurchased 5.0 mil-
lion common shares for cancellation at an average cost of $32.41.
We maintain a Stock Option Plan for designated officers and
employees. The options granted under this plan can be exercised
starting five fiscal years from November 1 of the fiscal year in
which the options are granted to the officer or employee. The
options expire ten years from the date they are granted. The options
can only be exercised when we meet certain performance targets.