6-K
BANK OF MONTREAL /CAN/ (BMO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
| For the month of: October, 2023 | Commission File Number: 001-13354 |
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BANK OF MONTREAL
(Name of Registrant)
| 100 King Street West | |
|---|---|
| 1 First Canadian Place | 129 rue Saint-Jacques |
| Toronto, Ontario | Montreal, Québec |
| Canada, M5X 1A1 | Canada, H2Y 1L6 |
| (Executive Offices) | (Head Office) |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INCORPORATION BY REFERENCE
The information contained in this Form 6-K and any exhibits hereto shall be deemed filed with the Securities and Exchange Commission (“SEC”) solely for purposes of incorporation by reference into and as part of the following registration statements of the registrant on file with and declared effective by the SEC:
| 1. | Registration Statement – Form F-3 – File<br>No. 333-214934 |
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| 2. | Registration Statement – Form F-3 – File<br>No. 333-264388 |
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| 3. | Registration Statement – Form S-8 – File<br>No. 333-191591 |
| --- | --- |
| 4. | Registration Statement – Form S-8 – File<br>No. 333-180968 |
| --- | --- |
| 5. | Registration Statement – Form S-8 – File<br>No. 333-177579 |
| --- | --- |
| 6. | Registration Statement – Form S-8 – File<br>No. 333-177568 |
| --- | --- |
| 7. | Registration Statement – Form S-8 – File<br>No. 333-176479 |
| --- | --- |
| 8. | Registration Statement – Form S-8 – File<br>No. 333-175413 |
| --- | --- |
| 9. | Registration Statement – Form S-8 – File<br>No. 333-175412 |
| --- | --- |
| 10. | Registration Statement – Form S-8 – File<br>No. 333-113096 |
| --- | --- |
| 11. | Registration Statement – Form S-8 – File<br>No. 333-14260 |
| --- | --- |
| 12. | Registration Statement – Form S-8 – File<br>No. 33-92112 |
| --- | --- |
| 13. | Registration Statement – Form S-8 – File<br>No. 333-207739 |
| --- | --- |
| 14. | Registration Statement – Form S-8 – File<br>No. 333-237522 |
| --- | --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BANK OF MONTREAL | ||
|---|---|---|
| By: | /s/ Tayfun Tuzun | |
| Name: | Tayfun Tuzun | |
| Title: | Chief Financial Officer | |
| Date: October 19, 2023 | By: | /s/ Paul V. Noble |
| Name: | Paul V. Noble | |
| Title: | Corporate Secretary |
EXHIBIT INDEX
| Exhibit | Description of Exhibit |
|---|---|
| 99.1 | Press Release – BMO Announces Conversion Privilege of $400,000,000 Non-Cumulative 5-year Rate Reset Class B Preferred Shares, Series 44<br>(NVCC) |
EX-99.1
Exhibit 99.1
News
FOR IMMEDIATE RELEASE
BMO Announces Conversion Privilege of $400,000,000 Non-Cumulative 5-year Rate ResetClass B Preferred Shares, Series 44 (NVCC)
TORONTO, October 19, 2023 – Bank of Montreal (the “Bank”) (TSX:BMO)(NYSE:BMO) today announced that it does not intend to exercise its right to redeem the currently outstanding Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 44 (Non-Viability Contingent Capital (NVCC)) of the Bank (the “Preferred Shares Series 44”) on November 25, 2023. As a result, subject to certain conditions, the holders of Preferred Shares Series 44 have the right, at their option, to convert all or part of their Preferred Shares Series 44 on a one-for-one basis into Non-Cumulative Floating Rate Class B Preferred Shares, Series 45 (Non-Viability Contingent Capital (NVCC)) of the Bank (the “Preferred Shares Series 45”) on November 25, 2023. Holders who do not exercise their right to convert their Preferred Shares Series 44 into Preferred Shares Series 45 on such date will retain their Preferred Shares Series 44, unless automatically converted in accordance with the conditions below.
The foregoing conversions are subject to the conditions that:
(i) if, after November 10, 2023, the Bank determines that there would be fewer than 1,000,000 Preferred Shares Series 44 outstanding on November 25, 2023 after giving effect to such conversions, then all remaining Preferred Shares Series 44 will automatically be converted into an equal number of Preferred Shares Series 45 on November 25, 2023; and
(ii) alternatively, if the Bank determines that there would be fewer than 1,000,000 Preferred Shares Series 45 outstanding on November 25, 2023 after giving effect to such conversions, then no Preferred Shares Series 44 will be converted into Preferred Shares Series 45.
In either case, the Bank will give written notice to that effect to any registered holders of Preferred Shares Series 44 affected by the preceding minimums on or before November 17, 2023.
The dividend rate applicable to the Preferred Shares Series 44 for the 5-year period commencing on November 25, 2023 to, but excluding, November 25, 2028, and the dividend rate applicable to the Preferred Shares Series 45 for the 3-month period commencing on November 25, 2023 to, but excluding, February 25, 2024, will be determined and announced by way of a news release on October 26, 2023. The Bank will also give written notice of these dividend rates to the registered holders of Preferred Shares Series 44.
Beneficial owners of Preferred Shares Series 44 who, on or after October 25, 2023, wish to exercise their right of conversion should instruct their broker or other nominee to exercise such right before 5:00 p.m. (ET) on November 10, 2023.
Conversion inquiries should be directed to BMO’s Registrar and Transfer Agent, Computershare Trust Company of Canada, at 1-800-340-5021.
About BMO Financial Group
BMO Financial Group is the eighth largest bank in North America by assets, with total assets of $1.25 trillion as of July 31, 2023. Serving customers for 200 years and counting, BMO is a diverse team of highly engaged employees providing a broad range of personal and commercial banking, wealth management, global markets and investment banking products and services to over 13 million customers across Canada, the United States, and in select markets globally. Driven by a single purpose, to Boldly Grow the Goodin business and life, BMO is committed to driving positive change in the world, and making progress for a thriving economy, sustainable future, and inclusive society.
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For News Media Inquiries:
Jeff Roman, Toronto, Jeff.Roman@bmo.com, (416) 867-3996 ****
For Investor Relations Inquiries:
Bill Anderson, Toronto, bill2.anderson@bmo.com, (416) 867-7834
Internet: www.bmo.com Twitter: @BMOMedia