Form 6-K BANK OF MONTREAL /CAN/ For: Sep 01
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E-mailFORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of a Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): September 1, 2015
Commission File Number: 001-133354
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Bank of Montreal
(Exact name of registrant as specified in its charter)
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100 King Street West
1 First Canadian Place
Toronto, Ontario
Canada, M5X 1A1
(Executive Offices)
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129 rue Saint-Jacques
Montreal, Quebec
Canada, H2Y 1L6
(Head Office)
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(Address of registrant’s principal executive offices)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
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Form 20-F o
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Form 40-F x
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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): o
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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): o
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Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
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Yes o
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No x
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If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): o
THIS REPORT ON FORM 6-K IS BEING FILED FOR THE PURPOSE OF ADDING EXHIBITS TO BANK OF MONTREAL’S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-196387). THE EXHIBITS TO THIS REPORT SHALL BE DEEMED TO BE A PART OF SUCH REGISTRATION STATEMENT FROM THE DATE ON WHICH THIS REPORT IS FILED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED.
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Bank of Montreal (the “registrant”) has filed a Registration Statement on Form F-3 (File No. 333-196387) (the “Registration Statement”) under the Securities Act of 1933 registering, among other securities, its Senior Medium-Term Notes, Series C, denominated in U.S. dollars (collectively, the “Notes”) that may be offered from time to time. A tax opinion of Torys LLP as to certain Canadian tax matters is being filed as Exhibit 8.3 (the “Torys Opinion”), in addition to the Canadian tax opinion of Osler, Hoskin & Harcourt LLP that was filed as Exhibit 8.2 to the Registration Statement (the “Osler Opinion”). From the date on which this Report is filed, only the Torys Opinion will apply to any offering of Notes under the Registration Statement in which a prospectus supplement, product supplement or pricing supplement states that the section of the base shelf prospectus forming part of the Registration Statement under the heading “Canadian Taxation” is being superseded and replaced in its entirety by a Canadian tax opinion of Torys LLP appearing in such supplement. The Osler Opinion and not the Torys Opinion will continue to apply in all other circumstances. A Consent of Torys LLP is also being filed as Exhibit 23.6.
EXHIBITS
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Exhibit
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Description of Exhibit
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8.3
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Opinion of Torys LLP as to certain tax matters
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23.6
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Consent of Torys LLP
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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.
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BANK OF MONTREAL
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By:
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/s/ Pat Cronin
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Name:
Title:
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Pat Cronin
Chief Operating Officer, BMO Capital Markets
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Date:
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September 1, 2015
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BANK OF MONTREAL
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By:
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/s/ Vandra Goedvolk
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Name:
Title:
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Vandra Goedvolk
Assistant Corporate Secretary
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Date:
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September 1, 2015
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79 Wellington St. W., 30th Floor
Box 270, TD South Tower
Toronto, Ontario M5K 1N2 Canada
P. 416.865.0040 | F. 416.865.7380
www.torys.com
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Exhibit 8.3
September 1, 2015
Bank of Montreal
100 King Street West
1 First Canadian Place
Toronto, Ontario
Canada, M5X 1A1
Ladies and Gentlemen:
We are rendering this opinion as special Canadian tax counsel to Bank of Montreal, a bank organized under the laws of Canada (the “Bank”), in connection with the Bank’s registration statement on Form F-3 (File No. 333-196387) (the “Registration Statement”). The Registration Statement was filed with the Securities and Exchange Commission (the “Commission”) on June 27, 2014 and registers, among other securities, Debt Securities, including up to $18,000,000,000 aggregate principal amount of the Bank’s Senior Medium-Term Notes, Series C (the “Notes”), to be issued from time to time pursuant to a prospectus supplement dated June 27, 2014 to the prospectus dated June 27, 2014 forming a part of the Registration Statement (the “Prospectus”) and the Indenture dated as of January 25, 2010 between the Bank and Wells Fargo Bank, National Association, as Trustee.
We are qualified to practice law only in the Province of Ontario. We express no opinion as to the laws of any jurisdiction other than those of the Province of Ontario and the federal laws of Canada applicable therein in effect on the date hereof.
We have reviewed the discussion set forth under the heading “Canadian Taxation” in the Prospectus, which was prepared prior to the time that we were retained to act as your counsel in connection with the Notes. Based upon current law, we adopt such discussion as our opinion with respect to the material Canadian federal income tax consequences of the purchase, ownership and disposition of Debt Securities, subject to the qualifications and limitations set forth in such discussion. We also confirm as our opinion the discussion of the material Canadian federal income tax consequences of the purchase, ownership and disposition of Debt Securities contained in any prospectus supplement, product supplement or pricing supplement in which we are named as the provider of such opinion, subject to the qualifications and limitations set forth in such discussion.
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We consent to your filing a copy of this opinion as Exhibit 8.3 to a Current Report on Form 6-K, which will be incorporated by reference into the Registration Statement. In giving such permission, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder. This opinion is expressed as of the date hereof and the date of any prospectus supplement, product supplement or pricing supplement in which we are named as the provider of a Canadian tax opinion contained therein. We disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law after the date of this letter or the date of such prospectus supplement, product supplement or pricing supplement.
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Yours truly,
/S/TORYS LLP
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79 Wellington St. W., 30th Floor
Box 270, TD South Tower
Toronto, Ontario M5K 1N2 Canada
P. 416.865.0040 | F. 416.865.7380
www.torys.com
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Exhibit 23.6
September 1, 2015
Bank of Montreal
100 King Street West
1 First Canadian Place
Toronto, Ontario
Canada, M5X 1A1
Re: Bank of Montreal – Senior Medium-Term Notes, Series C
Ladies and Gentlemen:
Bank of Montreal, a bank organized under the laws of Canada (the “Bank”), has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3 (File No. 333-196387), for the purpose of registering under the Securities Act of 1933, as amended, among other securities, Debt Securities, including up to $18,000,000,000 aggregate principal amount of the Bank’s Senior Medium-Term Notes, Series C (the “Notes”), to be issued from time to time pursuant to a prospectus supplement dated June 27, 2014 to the prospectus dated June 27, 2014 forming a part of the Registration Statement (the “Prospectus”), and the Indenture, dated as of January 25, 2010 between the Bank and Wells Fargo Bank, National Association, as Trustee.
We hereby consent to any reference to us, in our capacity as special Canadian tax counsel to the Bank, or any opinion of ours delivered in that capacity in a prospectus supplement, product supplement or pricing supplement relating to the offer and sale of any particular Note or Notes prepared and filed by the Bank with the Commission on this date or a future date.
In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
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Sincerely,
/S/TORYS LLP
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