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Bank of Montreal (94DW)

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Thursday 06 January, 2022

Bank of Montreal

Publication of Amended and Restated Final Terms

RNS Number : 7054X
Bank of Montreal
06 January 2022
 

 

 

Bank of Montreal

January 6, 2022

 

Regulatory Notice

 

Publication of Amended and Restated Final Terms

 

Bank of Montreal issued   GBP 225,000,000 Floating Rate Senior Notes due 9 January 2023 , Series 254 on 23 December 2021 under Final Terms dated 21 December 2021 (the "Notes") pursuant to its U.S.$20,000,000,000 Note issuance Programme (the "Programme").

 

The following document constitutes the Amended and Restated Final Terms dated 6 January 2022 (the "Amended and Restated 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 of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (EUWA)   and must be read in conjunction with the Prospectus dated July 16, 2021, as supplemented by the 1st Supplement dated August 25, 2021 and the 2nd Supplement dated December 10, 2021 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 Amended and Restated Final Terms and the Prospectus.

 

The Amended and Restated Final Terms have been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

DISCLAIMER - INTENDED ADDRESSEES

 

Please note that the information contained in the Prospectus and the Amended and Restated 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 Amended and Restated Final Terms is not addressed. Prior to relying on the information contained in the Amended and Restated Final Terms you must ascertain from the Prospectus, as supplemented by these Amended and Restated 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 US 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 US persons (as defined in Regulation S under the Securities Act).

 

Your right to access this service is conditional upon complying with the above requirement.

 

MiFID II and UK MiFIR professionals / ECPs-only / No PRIIPs KID - Manufacturer target market (MiFID II product governance and UK MIFIR product governance ) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA and the United Kingdom.

 

To view the Amended and Restated Final Terms in full, please paste the following URL into the address bar of your browser.

 

http://www.rns-pdf.londonstockexchange.com/rns/7054X_1-2022-1-6.pdf

 

For further information, please contact:

 

Sara Virani

Corporate Secretary's Dept.

Phone:

Email: [email protected]  

 

 

END

 

 

ANNEX C

 

Form of Certificate
of the Head, Capital Management of the Issuer

 

CERTIFICATE

 

BANK OF MONTREAL

GBP 500,000,000

1.500 PER CENT. NOTES DUE DECEMBER 18, 2024, SERIES 192

ISSUED PURSUANT TO ITS

U.S.$20,000,000,000 NOTE ISSUANCE PROGRAMME

(the "Notes")

 

To:  BANK OF MONTREAL, LONDON BRANCH

CREDIT SUISSE SECURITIES (EUROPE) LIMITED

  LLOYDS BANK CORPORATE MARKETS PLC

  NATWEST MARKETS PLC

  (as Joint Lead Managers)

 

  and

 

  BARCLAYS BANK PLC

  HSBC BANK PLC

  NOMURA INTERNATIONAL PLC

(together, with the Joint-Lead Managers, the Managers)

 

  c/o CREDIT SUISSE SECURITIES (EUROPE) LIMITED

 

  OSLER, HOSKIN & HARCOURT LLP
 

  NORTON ROSE FULBRIGHT LLP

 

I, Caroline Dufaux, Head, Capital Management 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 11, 2019, 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 11, 2019, 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 GBP 500,000,000 does not exceed U.S.$20,000,000,000 or its equivalent in other currencies (determined in accordance with Clause 3(5) of the Programme Agreement); and

(iii)  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 29, 2019 has been complied with in connection with the issue of the Notes

 

  DATED this 18th day of September, 2019.

 

Bank of Montreal

By:   

  Caroline Dufaux

  Head, Capital Management

  Bank of Montreal

 

ANNEX D

 

Form of Certificate
of the Corporate Secretary and Assistant Corporate Secretary of the Issuer

 

CERTIFICATE

 

BANK OF MONTREAL

GBP 500,000,000

1.500 PER CENT. NOTES DUE DECEMBER 18, 2024, SERIES 192

ISSUED PURSUANT TO ITS

U.S.$20,000,000,000 NOTE ISSUANCE PROGRAMME

(the "Notes")

 

To:  BANK OF MONTREAL, LONDON BRANCH

CREDIT SUISSE SECURITIES (EUROPE) LIMITED

  LLOYDS BANK CORPORATE MARKETS PLC

  NATWEST MARKETS PLC

  (as Joint Lead Managers)

 

  and

 

  BARCLAYS BANK PLC

  HSBC BANK PLC

  NOMURA INTERNATIONAL PLC

(together, with the Joint-Lead Managers, the Managers)

 

  c/o CREDIT SUISSE SECURITIES (EUROPE) LIMITED

 

  OSLER, HOSKIN & HARCOURT LLP
 

  NORTON ROSE FULBRIGHT LLP

 

 

I, Barbara Muir, the Corporate Secretary   of Bank of Montreal (the "Bank"), hereby certify for and on behalf of the Bank that:

(i)  attached to this certificate as Schedule A is a correct and complete copy of all of the by-laws of the Bank, which by-laws are in full force and effect, unamended, at the date hereof;

(ii)  attached to this certificate as Schedule B is a correct and complete copy of resolutions passed by the Board of Directors of the Bank at meetings duly called and held on May 29, 2019 (the "Programme Authorisation") at which a quorum was present and acting throughout, which resolution is in full force and effect, unamended, at the date hereof and there are no other resolutions of the Board of Directors or a committee of the Board of Directors or of the shareholders of the Bank relating to the renewal of a Note Issuance Programme, the issue and sale of Notes thereunder or the issue and sale of the Notes; and

(iii)  the persons whose names appear on Schedule C attached to this certificate are officers of the Bank holding the positions indicated and that the signature of each such person appears opposite such person's name.

 

DATED this 18th day of September, 2019.

 

 

   

Barbara Muir

Corporate Secretary

Bank of Montreal

 

 

I, Kristina Germain, Assistant Corporate Secretary of the Bank, hereby certify for and on behalf of the Bank that Barbara Muir is Corporate Secretary of the Bank and that the signature appearing above is her signature.

 

DATED this 18th day of September, 2019.

 

 

 

Kristina Germain

Assistant Corporate Secretary

  Bank of Montreal

 

ANNEX E

 

Form of Certificate
of
the Head, Capital Management of the Issuer

 

CERTIFICATE

 

BANK OF MONTREAL

GBP 500,000,000

1.500 PER CENT. NOTES DUE DECEMBER 18, 2024, SERIES 192

ISSUED PURSUANT TO ITS

U.S.$20,000,000,000 NOTE ISSUANCE PROGRAMME

(the "Notes")

 

 

To:  BANK OF MONTREAL, LONDON BRANCH

CREDIT SUISSE SECURITIES (EUROPE) LIMITED

  LLOYDS BANK CORPORATE MARKETS PLC

  NATWEST MARKETS PLC

  (as Joint Lead Managers)

 

  and

 

  BARCLAYS BANK PLC

  HSBC BANK PLC

  NOMURA INTERNATIONAL PLC

(together, with the Joint-Lead Managers, the Managers)

 

  c/o CREDIT SUISSE SECURITIES (EUROPE) LIMITED

 

  OSLER, HOSKIN & HARCOURT LLP
 

  NORTON ROSE FULBRIGHT LLP

 

 

I, Caroline Dufaux, Head, Capital Management of Bank of Montreal (the "Bank"), hereby certify for and on behalf of the Bank that at the date hereof, no winding-up, liquidation, dissolution, insolvency, bankruptcy, amalgamation, reorganisation or continuation proceedings have been commenced or are being contemplated by the Bank and the Bank has no knowledge of any such proceedings having been commenced or being contemplated in respect of the Bank by any other party.

 

[Remainder of page intentionally left blank]

 

 

 

DATED this 18th day of September, 2019.

 

Bank of Montreal

By:   

  Caroline Dufaux

  Head, Capital Management

  Bank of Montreal

 

 

ANNEX F

 

Form of Direction of the Issuer

to HSBC Bank plc, as CSP

[To be placed on Issuer's Letterhead]

 

DIRECTION

BANK OF MONTREAL

GBP 500,000,000

1.500 PER CENT. NOTES DUE DECEMBER 18, 2024, SERIES 192

ISSUED PURSUANT TO ITS

U.S.$20,000,000,000 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 request you to deliver to HSBC Bank plc, as common safekeeper (the "Common Safekeeper"), the Temporary Global Senior Note and the Permanent Global Senior Note representing the Notes and to instruct the Common Safekeeper to effectuate each global senior note.

We further request you, in your capacity as Common Service Provider, to effect the transfer in immediately available funds of the net subscription monies for the Notes in the amount of GBP 497,915,000, for value September 18, 2019 in accordance with the following instructions:

 

Value Date:

September 18, 2019

Currency:

GBP

Amount:

GBP 497,915,000

Payment to:

Lloyds TSB Bank plc, London

Account Number:

01033329

Sort Code:

30 96 34

IBAN

GB24 LOYD 3096 3401 0333 29

SWIFT Address:

LOYDGB2L

Bank of Montreal SWIFT Address:

BOFMCAT2

 

and at the same time, to instruct Euroclear Bank SA/NV, and Clearstream Banking S.A. to release the Notes and make appropriate entries in their records to reflect the initial outstanding amount of the Notes.

These instructions are irrevocable and may not be varied except with the consent of both the undersigned and Credit Suisse Securities (Europe) Limited.

 

DATED this  18th day of September, 2019.

 

Bank of Montreal

By:   

  Caroline Dufaux

  Head, Capital Management

  Bank of Montreal

 

 

 

 

ANNEX G

 

Form of Direction of Credit Suisse Securities (Europe) Limited

to CSP and Common Safekeeper

 

[To be placed on Letterhead of CS]

 

DIRECTION

 

BANK OF MONTREAL

GBP 500,000,000

1.500 PER CENT. NOTES DUE DECEMBER 18, 2024, SERIES 192

ISSUED PURSUANT TO ITS

U.S.$20,000,000,000 NOTE ISSUANCE PROGRAMME

(the "Notes")

 

 

TO:  HSBC Bank plc

  8 Canada Square

  London E14 5HQ

  United Kingdom

(as Common Service Provider and Common Safekeeper)

 

In connection with the issue of the Notes, we hereby authorize and instruct you to make the following payment to Bank of Montreal:

Value Date:

September 18, 2019

Currency:

GBP

Amount:

GBP 497,915,000

Payment to:

Lloyds TSB Bank plc, London

Account Number:

01033329

Sort Code:

30 96 34

IBAN

GB24 LOYD 3096 3401 0333 29

SWIFT Address:

LOYDGB2L

Bank of Montreal SWIFT Address:

BOFMCAT2

 

and, at the same time, authorise you to instruct Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. to release the Notes and make appropriate entries in their records to reflect the initial outstanding amount of the Notes.

We hereby authorise and instruct the Notes to be credited to Euroclear (Account Number 95928). 

 

 

DATED this 18th day of September, 2019.

 

Credit Suisse Securities (Europe) Limited

(on behalf of itself and the Managers named in the Subscription Agreement dated September 16, 2019 relating to the Notes)

 

By:   

 

By:   

cc:  Bank of Montreal

 

ANNEX H

 

Form of Receipt and Payment Confirmation

of HSBC Bank plc, as CSP

[To be placed on Letterhead of HSBC]

 

RECEIPT AND PAYMENT CONFIRMATION

BANK OF MONTREAL

GBP 500,000,000

1.500 PER CENT. NOTES DUE DECEMBER 18, 2024, SERIES 192

ISSUED PURSUANT TO ITS

U.S.$20,000,000,000 NOTE ISSUANCE PROGRAMME

(the "Notes")

 

TO:  BANK OF MONTREAL

 

COPY TO:  BANK OF MONTREAL, LONDON BRANCH

  CREDIT SUISSE SECURITIES (EUROPE) LIMITED

  LLOYDS BANK CORPORATE MARKETS PLC

  NATWEST MARKETS PLC

  (as Joint Lead Managers)

 

  and

 

  BARCLAYS BANK PLC

  HSBC BANK PLC

  NOMURA INTERNATIONAL PLC

  (together, with the Joint-Lead Managers, the Managers)

 

  c/o   CREDIT SUISSE SECURITIES (EUROPE) LIMITED

 

 

In our capacity as Common Safekeeper, we hereby confirm that we have received, and effectuated, the Temporary Global Senior Note and the Permanent Global Senior Note representing the Notes.  We confirm that we have instructed Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking S.A. ("Clearstream"), as applicable, 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 will pay by order of Euroclear and Clearstream, Luxembourg, on the instructions of Credit Suisse Securities (Europe) Limited (on behalf of the Managers) and have given irrevocable payment instructions as follows:

 

 

Value Date:

September 18, 2019

Currency:

GBP

Amount:

GBP 497,915,000

Payment to:

Lloyds TSB Bank plc, London

Account Number:

01033329

Sort Code:

30 96 34

IBAN

GB24 LOYD 3096 3401 0333 29

SWIFT Address:

LOYDGB2L

Bank of Montreal SWIFT Address:

BOFMCAT2

 

 

DATED this 18th day of September, 2019.

 

HSBC Bank plc

(as Common Service Provider and

Common Safekeeper)

 

By:   

 

ANNEX I

 

Effectuation Instruction

 

 

 

From:  HSBC Bank plc

 

To:  HSBC Bank plc as Common Safekeeper

 

Issuer name:  The Bank of Montreal

 

Programme name (if applicable):  U.S.$20,000,000,000 Note Issuance Programme

 

Currency and nominal amount:  GBP 500,000,000 1.500 per cent. Notes due December 18, 2024

 

ISIN:  XS2053390600

 

 

Dear Sir/Madam,

 

We hereby instruct you to effectuate the Temporary Global Senior Note and Permanent Global Senior Note representing the securities issued in NGN form.

 

 

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