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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Bank Of Montreal | LSE:0UKH | London | Ordinary Share | CA0636711016 | BANK OF MONTREAL ORD SHS |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 101.07 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| National Commercial Banks - Non Islamic | 29.08B | 4.05B | 5.6124 | 21.47 | 72.86B |
From Jul 2023 to Jul 2024
TIDM0UKH
RNS Number : 0560O
Bank of Montreal
28 September 2023
SIGNING AND CLOSING AGA
BANK OF MONTREAL
EUR 500,000,000
FLOATING RATE SENIOR NOTES DUE SEPTEMBER 2025, SERIES 350
ISSUED PURSUANT TO ITS
U.S.$22,000,000,000 NOTE ISSUANCE PROGRAMME
(the "Notes")
DATE AND TIME 5.00 p.m. (London time) OF SIGNING: Tuesday, September 26, 2023 DATE AND TIME 11.00 a.m. (London time) OF CLOSING: Thursday, September 28, 2023 PRESENT: Bank of Montreal
(the "Bank") (by e-mail in Toronto)
represented by:
David Simpson
Oby Allen
Joe Cumming
Bank of Montreal, London Branch ("BMOLB" and the "Settlement Bank")
NatWest Markets Plc
(the "Joint Lead Managers")
BMOLB
on behalf of the Joint Lead Managers
represented by:
Sam Bardon
Osler, Hoskin & Harcourt LLP, Canadian counsel to the Bank ("Osler") (by e-mail in Toronto)
represented by:
Rick Fullerton
Timothy Hughes
Arlene Mack
Jeremy Wu
Allen & Overy LLP, English counsel to the Bank ("A&O")
represented by:
Peter Crossan
Anne Low
Charlotte Fuller
Norton Rose Fulbright LLP, Canadian counsel to the Joint Lead Managers ("NRF")
represented by:
Peter Noble
Cole Chase
Alison Hutchings
HSBC Bank plc, as issuing and principal paying agent and calculation agent
(the "Agent")
represented by:
ctla.newissues@hsbc.com
ctla.payingagency@hsbc.com
HSBC Bank plc, as common safekeeper (the "Common Safekeeper") and as common service provider (the "Common Service Provider")
represented by:
commondepositary@hsbc.com
ctlondon.conventional@hsbc.com
The Signing and Closing will take place by the exchange of emails and telephone calls. Accordingly, the above-indicated parties will not necessarily be present in the same place.
All capitalised terms defined in the Agency Agreement amended and restated as of July 14, 2023 (the "Agency Agreement"), between the Bank, HSBC Bank plc and the other paying agents named therein and not otherwise defined in this signing agenda shall have the same meanings as ascribed thereto in the Agency Agreement.
SIGNING DOCUMENTS
(TO BE DELIVERED ON OR BEFORE SEPTEMBER 26, 2023)
Hot Features
Premium
Description of Document Tabled by Delivered to
1. Subscription Agreement NRF Bank
(the "Subscription Agreement") Agent
dated September 26, 2023 between Joint Lead Managers
the Bank and the Joint Lead NRF
Managers. Osler
A&O
- by e-mail only
2. Bank 's Instruction Letter Bank Agent
to the Agent, Common Service Bank
Provider and Common Safekeeper BMOLB
to undertake the procedures NRF
set out in Annex A Part 2 Osler
(Settlement Procedures for A&O
Issues Closed on a Syndicated - by e-mail only
Basis) of the Operating and
Administrative Procedures
Memorandum appearing as Appendix
F to the Agency Agreement
(draft attached as Annex A).
3. Final Terms signed by the NRF Agent
Bank. Bank
BMOLB
NRF
Osler
A&O
- by e-mail only
4. Publication of the Final Bank Agent
Terms via RNS Announcement BMOLB
(draft attached as Annex B) NRF
. Osler
A&O
- by e-mail only
CLOSING DOCUMENTS
(TO BE DELIVERED ON OR BEFORE SEPTEMBER 28, 2023)
5. Certificate dated September Bank Bank
28, 2023 of the Global Head, BMOLB
Capital Management & Funding NRF
of the Bank as to: (a) the Osler
satisfaction of the conditions A&O
set out in Clause 3(2) of Agent
the Programme Agreement; (b) - by e-mail only
the aggregate principal amount
of Notes outstanding under
the Bank's NIP Programme not
exceeding U.S.$22,000,000,000;
and (c) paragraph 10(b) of
the resolutions passed by
the Board of Directors of
the Bank at meetings duly
called and held on May 24,
2023 has been complied with
(draft attached as Annex C).
6. Confirmation from Moody's Bank Bank
Canada Inc. that the Notes - by e-mail only
are specifically rated A2 [Moody's Canada
(Bail-inable Note). Inc.'s rating
will be confirmed
but their rating
confirmation
letter will not
be released to
the Wider Working
Group due to
the circulation
restrictions
imposed by Moody's
Canada Inc. in
respect of the
same ]
7. Confirmation from S&P Global Bank Bank
Ratings, acting through S&P BMOLB
Global Ratings Canada, a business Osler
unit of S&P Global Canada NRF
Corp. that the Notes are specifically A&O
rated A- (Bail-inable Note). - by e-mail only
8. Confirmation from Fitch Bank Bank
Ratings, Inc. that the Notes BMOLB
are specifically rated AA- Osler
(Bail-inable Note). NRF
A&O
- by e-mail only
9. Temporary Global Senior Agent [WILL NOT BE
Note and Permanent Global TABLED]
Senior Note authenticated
by the Agent.
10. Bank's instruction letter Bank Common Service
to the Settlement Bank (draft Provider
attached as Annex D). Bank
BMOLB
Osler
NRF
A&O
* by e-mail only
11. Direction of BMOLB to BMOLB Common Service
the Common Service Provider Provider
(draft attached as Annex E). Bank
BMOLB
NRF
Osler
A&O
- by e-mail only
12. Confirmation of receipt Common Service Bank
of the Temporary Global Senior Provider Barclays
Note and Permanent Global Osler
Senior Note by the Common NRF
Service Provider (draft attached A&O
as Annex F). Common Service
Provider
- by e-mail only
PRE-CLOSING PROCEDURE
* The Bank shall provide payment instructions to the
Settlement Bank on September 26, 2023 (draft attached
as Annex D). (Bank to provide)
CLOSING PROCEDURE
* The Common Service Provider electronically delivers
the Temporary Global Senior Note and Permanent Global
Senior Note to the Common Safekeeper, together with
an effectuation instruction (draft attached as Annex
G).
-- The Settlement Bank delivers an instruction letter to the
Common Service Provider to instruct Clearstream Banking S.A.
to credit free of payment the Settlement Bank's commissionaire
account with the Notes represented by the Temporary Global
Senior Note (draft attached as Annex E). (BMOLB to provide)
* The Common Service Provider to notify the Settlement
Bank and the Agent when it has confirmed receipt of
the Notes to Clearstream Banking S.A. and it has
instructed crediting of the relevant commissionaire
account (draft attached as Annex F).
* The Notes will be released from the relevant
commissionaire account and payment of the net
subscription moneys will be made to the Bank, in each
case in accordance with the relevant instruction
letters.
-- The Bank confirms receipts of funds and closing is completed
and all other Closing documents held in escrow by Osler and
NRF are automatically released from escrow unless prior written
notice to the contrary is provided by either the Bank or BMOLB
.
-- The steps necessary for the creation of the Notes (in particular
the crediting of the Notes to the relevant securities accounts
and the execution of payment instructions to the Bank and/or
as directed by the Bank) are deemed to take place simultaneously.
DOCUMENTS DELIVERED FOLLOWING CLOSING
-- Confirmation that the Notes are admitted to listing on the
Official List of the Financial Conduct Authority and to trading
on the London Stock Exchange's Main Market.
-- The Temporary Global Senior Note to be exchanged for the
Permanent Global Senior Note on and after the Exchange Date
in accordance with the Temporary Global Senior Note and the
Agency Agreement.
-- BMOLB to deliver to the Bank as soon as reasonably practicable
the detailed statement of expenses and reimbursement, if any,
to be made by BMLOB in accordance with the Subscription Agreement.
ANNEX A
Form of Bank's Instruction Letter to the Agent, Common Service Provider and Common Safekeeper
[To be placed on Bank's Letterhead]
BANK OF MONTREAL (the "Bank")
EUR 500,000,000
FLOATING RATE SENIOR NOTES DUE SEPTEMBER 2025, SERIES 350
ISSUED PURSUANT TO ITS
U.S.$22,000,000,000 NOTE ISSUANCE PROGRAMME
(the "Notes")
TO: HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
(as Agent, Common Service Provider and Common Safekeeper)
Attention: The Manager, Operations, Medium Term Note Desk
Corporate Trust and Loan Agency
cc. Bank of Montreal, London Branch and the other Joint Lead Manager specified in
the Subscription Agreement relating to the Notes
(each, a "Joint Lead Manager")
c/o Bank of Montreal, London Branch
Sixth Floor, 100 Liverpool Street
London, EC2M 2AT
United Kingdom
We refer you to the agency agreement amended and restated as of July 14, 2023 between Bank of Montreal and HSBC Bank plc and the other paying agent named therein (the "Agency Agreement"). Terms defined in the Agency Agreement have the same meanings herein.
We hereby instruct you as Agent and Common Service Provider for the Notes, details of which are set out in the Final Terms attached hereto, to undertake in relation to such Notes the duties set out in Annex A Part 2 (Settlement Procedures for Issues Closed on a Syndicated Basis) of the Operating and Administrative Procedures Memorandum appearing as Appendix F to the Agency Agreement.
We refer to the master Temporary Global Senior Note and master Permanent Global Senior Note which have been duly executed on behalf of the Bank.
1. We irrevocably instruct you as Agent to authenticate the Temporary Global Senior Note and Permanent Global Senior Note (together, the "Global Notes") representing the above Notes in accordance with the provisions of the Agency Agreement .
2. We irrevocably instruct you to deliver the authenticated Global Notes to HSBC Bank plc as common safekeeper (the "Common Safekeeper"), along with a copy of your effectuation instruction to the Common Safekeeper whereupon the Common Service Provider can request the ICSDs to make appropriate entries in their records to reflect the initial outstanding amount of the Notes and instruct the relevant ICSD to credit the Notes free of payment to the commissionaire account number 56959 of Bank of Montreal, London Branch (the "Settlement Bank") with Clearstream Banking S.A. (the "Commissionaire Account"). We further request you in your capacity of Common Safekeeper to effectuate each of the Global Notes.
3. Please notify us and the Settlement Bank promptly if the Common Service Provider advises that the Global Senior Note cannot be credited to the Commissionaire Account as per the Settlement Bank's instruction to the Common Service Provider. Once notified, we shall forthwith nominate another Joint Lead Manager to settle the Notes.
In order to ensure that the Global Notes are listed on September 28, 2023, you are requested to deliver the executed Final Terms attached hereto for listing on the official list of the Financial Conduct Authority and admission to trading on the regulated market of the London Stock Exchange as soon as possible but in any event no later than 12.00 noon (London time) on September 27, 2023.
The Bank confirms that it does not fall within regulations 11(1), 12(1), 13(1), 14(1), 15(1), 16(1)-(4G), 18A(1), 18B(1), or 18C(1), (2) of The Russia (Sanctions) (EU Exit) Regulations 2019 SI 2019/855 as amended; and it does not fall within regulations 11(1), 12(1), 13(1), 14(1), 15(1), 15A(1) to 15A(2C) of The Republic of Belarus (Sanctions) (EU Exit) Regulations 2019 SI 2019/600 as amended. The Bank confirms that it will inform the Financial Conduct Authority as soon as practicable if the circumstances of the Bank change and the confirmation above is no longer valid.
The Bank hereby confirms that:
(i) it is not, and is not owned or controlled by, a person currently targeted by any form of UK, US or EU sanctions or restrictive measures (" Sanctions ") including blocking, asset freezes, restrictions on dealings, issuing, or trading in debt, equity, derivatives, or other securities; and
(ii) its application to trading is not made for any purpose which is prohibited by Regulation 18B of the Russia (Sanctions) (EU Exit) Regulations 2019, or any other Sanctions imposing restrictions on investments in Russia.
The Bank will inform the London Stock Exchange immediately of any circumstances or changes that could impact this confirmation.
DATED this 26(th) day of September, 2023.
Bank of Montreal
By:
Paras Jhaveri
Global Head, Capital Management & Funding
Bank of Montreal
cc: Bank of Montreal, London Branch
Osler, Hoskin & Harcourt LLP
Norton Rose Fulbright LLP
RNS Number: --
Bank of Montreal
September 26, 2023
Regulatory Notice
Publication of Final Terms
Bank of Montreal has agreed to issue EUR 500,000,000 Floating Rate Senior Notes due September 2025, Series 350 (the "Notes") pursuant to its U.S.$22,000,000,000 Note issuance Programme (the "Programme").
The following document constitutes the final terms dated September 26, 2023 (the "Final Terms") relating to the issue of the Notes for purpose of Article 8 of Regulation (EU) 2017/1129 and as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA) and must be read in conjunction with the Prospectus dated July 14, 2023, as supplemented by the 1st Supplement dated August 30, 2023 relating to the Programme (together, the "Prospectus"). Full information on Bank of Montreal and the offer of the Notes is only available on the basis of the combination of the Final Terms and the Prospectus.
DISCLAIMER - INTED ADDRESSEES
Please note that the information contained in the Prospectus and the Final Terms may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Prospectus) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Final Terms is not addressed. Prior to relying on the information contained in the Final Terms you must ascertain from the Prospectus, as supplemented by these Final Terms, whether or not you are part of the intended addressees of the information contained therein.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered in the United States or to or for the account of a U.S. persons (as defined in Regulation S under the Securities Act).
Your right to access this service is conditional upon complying with the above requirement.
UK MiFIR professionals / MiFID II professionals / ECPs-only / No EU PRIIPs or UK PRIIPs KID - Manufacturer target market (UK MiFIR product governance and MiFID II product governance ) is eligible counterparties and professional clients only (all distribution channels). No UK PRIIPs or EU PRIIPs key information document (KID) has been prepared as not available to retail in the UK or the EEA, respectively.
To view the full document, please paste the following URL into the address bar of your browser.
http://www.rns-pdf.londonstockexchange.com/rns/0560O_1-2023-9-28.pdf
For further information, please contact:
Madeline Mann
Corporate Secretary's Dept.
Phone: (647) 268-6463
Email: madeline.mann@bmo.com
ANNEX C
Form of Certificate
of the Global Head, Capital Management & Funding of the Bank
CERTIFICATE
BANK OF MONTREAL
EUR 500,000,000
FLOATING RATE SENIOR NOTES DUE SEPTEMBER 2025, SERIES 350
ISSUED PURSUANT TO ITS
U.S.$22,000,000,000 NOTE ISSUANCE PROGRAMME
(the "Notes")
To: BANK OF MONTREAL, LONDON BRANCH
NATWEST MARKETS PLC
(as "Joint Lead Managers")
c/o BANK OF MONTREAL, LONDON BRANCH
OSLER, HOSKIN & HARCOURT LLP
NORTON ROSE FULBRIGHT LLP
I, Paras Jhaveri, Global Head, Capital Management & Funding of Bank of Montreal (the "Bank"), hereby certify for and on behalf of the Bank that:
(i) the conditions set out in Clause 3(2) of the Programme Agreement amended and restated as of July 14, 2023, between the Bank and the dealers named therein have been satisfied;
(ii) the aggregate principal amount of Notes outstanding on the date hereof (determined in accordance with the Agency Agreement amended and restated as of July 14, 2023, as amended) under the Bank's Note Issuance Programme, after giving effect to the issue today of the Notes in the aggregate principal amount of EUR 500,000,000 does not exceed U.S.$22,000,000,000 or its equivalent in other currencies (determined in accordance with Clause 3(5) of the Programme Agreement); and
(iii) based on the Bank's consultation with the Joint Lead Managers, the condition relating to yield set out in paragraph 10(b) of the resolutions passed by the Board of Directors of the Bank at meetings duly called and held on May 24, 2023 has been complied with in connection with the issue of the Notes.
DATED this 28(th) day of September, 2023.
Bank of Montreal
By:
Paras Jhaveri
Global Head, Capital Management & Funding
Bank of Montreal
ANNEX D
Form of Direction of the Bank
to the Settlement Bank
[To be placed on Bank's Letterhead]
DIRECTION
BANK OF MONTREAL (the "Bank")
EUR 500,000,000
FLOATING RATE SENIOR NOTES DUE SEPTEMBER 2025, SERIES 350
ISSUED PURSUANT TO ITS
U.S.$22,000,000,000 NOTE ISSUANCE PROGRAMME
(the "Notes")
TO: Bank of Montreal, London Branch
Sixth Floor, 100 Liverpool Street
London, EC2M 2AT
United Kingdom
(on behalf of the Joint Lead Managers)
In connection with the Subscription Agreement dated September 26, 2023 among the Bank and the Joint Lead Managers named therein, and in connection with the payment of the net proceeds for the Notes to your commissionaire account number 56959 with Clearstream Banking S.A. on a delivery against payment basis, the Bank hereby instructs you, on behalf of the Joint Lead Managers, to transfer the net subscription moneys for the sale of the Notes in the amount of EUR 500,000,000 for value September 28, 2023 to the following account:
Value Date: September 28, 2023 Currency: EUR Amount: EUR 500,000,000 Agent BIC: COBADEFF Account Number: 400872000500 IBAN DE79500400000872000500 Beneficiary: BMO Toronto (BOFMCAT2)
Please acknowledge this communication.
DATED this 28(th) day of September, 2023.
Bank of Montreal
By:
Paras Jhaveri
Global Head, Capital Management
& Funding
Bank of Montreal
ANNEX E
Form of Direction of BMOLB
to Common Service Provider and Common Safekeeper
[To be placed on Letterhead of BMOLB]
DIRECTION
BANK OF MONTREAL (the "Bank")
EUR 500,000,000
FLOATING RATE SENIOR NOTES DUE SEPTEMBER 2025, SERIES 350
ISSUED PURSUANT TO ITS
U.S.$22,000,000,000 NOTE ISSUANCE PROGRAMME
(the "Notes")
TO: HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
(as Common Service Provider and Common Safekeeper )
We confirm the following instructions for the closing of the above issue, which is scheduled for September 28, 2023.
Pursuant to the terms of the subscription agreement dated September 26, 2023 entered into between the Joint Lead Managers named therein and the Bank, in connection with the issue of the Notes, we instruct you, on behalf of the Bank, to instruct Clearstream Banking S.A. to credit free of payment our commissionaire account 56959 (the "Commissionaire Account") with the Notes represented by the Temporary Global Senior Note. The terms of that account (i) provide that such Notes are only to be delivered to others against payment of the net subscription monies for the Notes to the Commissionaire Account on a delivery against payment basis and (ii) include a third-party beneficiary clause ('stipulation pour autrui') with the Bank as the third-party beneficiary.
Please (i) notify us when you have confirmed receipt of the Notes to Clearstream Banking S.A. and instructed consequent Commissionaire Account crediting and (ii) notify us and the Bank's Agent promptly if the Notes cannot be credited to the commissionaire account as per our instruction.
Please acknowledge this communication, on behalf of yourself and of Clearstream Banking S.A..
DATED this 28(th) day of September, 2023.
Bank of Montreal, London Branch
(on behalf of itself and the Joint Lead Managers named in the Subscription Agreement dated September 26, 2023 relating to the Notes)
By:
cc: Bank of Montreal
ANNEX F
Form of Receipt
of HSBC Bank plc, as Common Service Provider
[To be placed on Letterhead of HSBC]
RECEIPT CONFIRMATION
BANK OF MONTREAL (the "Bank")
EUR 500,000,000
FLOATING RATE SENIOR NOTES DUE SEPTEMBER 2025, SERIES 350
ISSUED PURSUANT TO ITS
U.S.$22,000,000,000 NOTE ISSUANCE PROGRAMME
(the "Notes")
TO: BANK OF MONTREAL TO: BANK OF MONTREAL, LONDON BRANCH
(as "Settlement Bank")
HSBC Bank plc, as Common Safekeeper, has confirmed to us that it has received, and effectuated, the Temporary Global Senior Note and the Permanent Global Senior Note (together the "Global Notes") representing the Notes of the Bank. We confirm that we have instructed Clearstream Banking S.A. ("Clearstream") to release the Notes and to make appropriate entries in their records to reflect the initial outstanding amount of the Notes.
We also hereby confirm that we have instructed Clearstream to credit free of payment the Settlement Bank's commissionaire account 56959 with the Notes represented by the Global Notes.
DATED this 28(th) day of September, 2023.
HSBC Bank plc
(as Common Service Provider)
By:
ANNEX G
Form of Effectuation Instruction
EFFECTUATION INSTRUCTION
From: HSBC Bank Plc, as Common Service Provider To: HSBC Bank Plc, as Common Safekeeper Issuer name: Bank of Montreal Programme name (if applicable): U.S.$22,000,000,000 NOTE ISSUANCE PROGRAMME
Currency and nominal amount: EUR 500,000,000 Floating Rate Senior Notes due September 2025
ISIN: XS2696803340
Dear Sir/Madame,
We hereby instruct you to effectuate the temporary global senior note and permanent global senior note representing the securities issued in NGN form.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
END
PFTNKFBBPBKDFCB
(END) Dow Jones Newswires
September 28, 2023 11:30 ET (15:30 GMT)
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