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DIRTT Environmental Solutions Ltd. — Capital/Financing Update 2024
Jul 23, 2024
47167_rns_2024-07-23_7ea4e77f-3604-484d-b271-affeffdee4e5.pdf
Capital/Financing Update
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BMO Callable Contingent Income Barrier Notes, Series 1100 (CAD) (F-Class) Due July 30, 2031,
Linked to Solactive Canada Telecommunications 145 AR Index
Monthly Call Feature
7 - Year Term
Subject to the notes Feature being automatically * starting after the called by Bank of 11th observation Montreal date
10.83% per annum 20% Contingent Contingent Protection at Coupon Paid Maturity Monthly
Investment Highlights
The notes offered by the pricing supplement are unsecured debt securities issued by Bank of Montreal. The objective of the notes is to offer investors an income stream via potential periodic coupon payments with contingent downside protection against the loss of their principal investment from any negative performance above the barrier level of Solactive Canada Telecommunications 145 AR Index over the term of the notes. The principal amount is NOT fully protected under the notes.
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Contingent coupon: 0.9025% monthly (equivalent to 10.83% per annum) provided that the closing level is at or above the coupon payment level.
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Coupon payment level: 80.00% of the initial level.
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Autocall: Automatic early redemption at par plus any final coupon payment if the closing level is at or above the autocall level on any autocall observation date. The notes cannot be automatically called prior to the twelfth observation date.
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Autocall level: 105.00% of the initial level.
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Barrier protection: 20.00%
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Downside participation: 100.00%, below the barrier level.
| Reference Portfolio | |
| Reference asset | Ticker |
| symbol | |
| Solactive Canada Telecommunications 145 AR Index |
SOLCT145 |
The Solactive Canada Telecommunications 145 AR Index is an adjusted return index. It aims to track the gross total return performance of the Solactive Canada Telecommunications Index TR (the “underlying index”), calculated in Canadian dollars, less an adjusted return factor of 145 index points per annum that will be calculated daily in arrears (the “adjusted return factor”). The underlying index is a free-float market capitalization weighted equity index. The weight of any constituent security of the underlying index may not exceed 30%. The methodology of the underlying index provides that the constituent securities fulfill all of the following criteria: securities listed on the Toronto Stock Exchange, issuer is assigned to one of the following industries as defined by the Standard FactSet Classification: (i) cable/satellite television, (ii) specialty telecommunications, (iii) major telecommunications, or (iv) wireless telecommunications, security market capitalization of at least CAD $4 billion, and a minimum average daily trading value of CAD $10 million across all Canadian exchanges, as calculated by the index sponsor. The closing level on June 28, 2024 was 2,409.90. The adjusted return factor divided by the closing level was therefore equal to 6.02% on June 28, 2024. Over the term of the notes, the sum of the adjusted return factor will be approximately 1,015 index points, representing 42.13% of the closing level on June 28, 2024.
The dividend yield of the underlying index on June 28, 2024 was 6.21%, representing an aggregate dividend yield of approximately 43.49% over the term of the notes (assuming the dividend yield remains constant and the dividends are not reinvested).
| Additional Details | Additional Details | Additional Details | Additional Details | Additional Details | Additional Details |
|---|---|---|---|---|---|
| Fundserv Code | Minimum | ||||
| Available Until | Issue Date | Maturity Date | Selling Concession | ||
| Investment | |||||
| JHN18347 | July 25, 2024 | July 30, 2024 | July 30, 2031 | CAD $2,000.00 | Nil |
| A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada except the province of Quebec. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable base shelf prospectus supplement that has been filed, is required to be delivered with this document. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable base shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision. |
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For more information, please contact your Investment Advisor.
www.bmonotes.com
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An investment in the notes does not represent a direct or indirect investment in the reference asset. You have no right or entitlement to the dividends or distributions paid on the reference asset.
| Additional Details | |||||
| Fundserv Code | Minimum | ||||
| Available Until | Issue Date | Maturity Date | Selling Concession | ||
| Investment | |||||
| JHN18347 | July 25, 2024 | July 30, 2024 | July 30, 2031 | CAD $2,000.00 | Nil |
A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada except the province of Quebec. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable base shelf prospectus supplement that has been filed, is required to be delivered with this document. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable base shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.
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For more information, please contact your Investment Advisor.
www.bmonotes.com
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| Additional Offering Details | Additional Offering Details |
|---|---|
| Issuer | Bank of Montreal |
| Issuer rating | Moody’s: Aa2; S&P: A+; DBRS: AA (long‐term deposits > 1 year). |
| Reference asset | Solactive Canada Telecommunications 145 AR Index (ticker: SOLCT145). |
| Currency of notes | Canadian dollar (CAD). |
| Stated principal amount |
CAD $100.00 per note. |
| Minimum investment | CAD $2,000.00 (20 notes). |
| Issue date | On or around July 30, 2024. |
| Final valuation date | July 23, 2031, subject to postponement if such date is not an exchange day or a market disruption event occurs. |
| Maturity date | July 30, 2031, subject to the notes being automatically called by us. |
| Term | Approximately seven (7) years. |
| Observation and Payment Dates |
See "Observation and Payment Dates" below. |
| Coupon rate | 0.9025% monthly (equivalent to 10.83% per annum). |
| Coupon payment level | 80.00% of the initial level. |
| Contingent coupon payments |
If the notes have not been redeemed, on each coupon payment date there are two scenarios: If the closing level on the immediately preceding coupon observation date is at or above the coupon payment level, you will receive a coupon payment equal to the stated principal amount multiplied by the coupon rate. Otherwise, you will not receive a payment on such coupon payment date. |
| Autocall level | 105.00% of the initial level. |
| Automatic early redemption |
The notes will be automatically redeemed on any autocall payment date if, on the corresponding autocall observation date, the closing level is at or above the autocall level. On any such redemption, you will receive a cash payment equal to the stated principal amount, in addition to any final contingent coupon payment. No further payments will be made after such autocall payment date. The notes cannot be automatically called prior to the twelfth observation date. |
| Initial level | The closing level on the issue date. |
| Final level | The closing level on the final valuation date. |
| Reference asset return |
In respect of any given date, the reference asset return shall be determined in accordance with the following formula: =closing level - initial level initial level |
| Final reference asset return |
The reference asset return on the final valuation date. |
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| Barrier level | 80.00% of the initial level. |
|---|---|
| Downside participation |
100.00%, below the barrier level. |
| Barrier event | Monitoring at maturity only. |
| Payment at maturity | If the notes have not been redeemed, you will receive at maturity for each note you then hold, in addition to any final contingent coupon payment: If the final level is at or above the barrier level, a maturity payment equal to CAD $100.00. If the final level is below the barrier level, a maturity payment directly linked to the performance of the reference asset. The maturity payment will be equal to the following formula, subject to a minimum payment of CAD $1.00: = CAD $100.00 + (CAD $100.00 × final reference asset return) If the notes have not been redeemed early, and the final level is below the barrier level, the payment you receive at maturity may be significantly below the stated principal amount of your notes and may be as little as CAD $1.00. |
| Minimum payment | CAD $1.00 |
| Additional tax information |
For information about the Canadian federal income tax considerations associated with an investment in the notes, see “Tax Considerations – Certain Canadian Federal Income Tax Considerations” in the income product supplement, as amended pursuant to the section titled “Certain Canadian Federal Income Tax Considerations” in the pricing supplement. For information about the eligibility of the notes for investment for certain registered plans, see “Eligibility for Investment” in the income product supplement. |
| Fundserv code | JHN18347 |
| Calculation agent | BMO Capital Markets |
| Dealer | BMO Nesbitt Burns Inc., an affiliate of ours, and Raymond James Ltd., acting as an independent dealer. |
| Secondary market/early trading charge |
The notes will not be listed on any securities exchange. BMO Capital Markets will use reasonable efforts under normal market conditions to provide for a daily secondary market for the sale of the notes through the order entry system operated by Fundserv Inc. but reserves the right to elect not to do so in the future, in its sole and absolute discretion, without prior notice to you. Sale requests need to be initiated by 1:00 p.m. (Toronto time, or such other time as may hereafter be established by us or Fundserv) on a business day. Any request received after such time will be deemed to be a request sent and received in respect of the next following business day. Sale of a Fundserv Note will be effected at a price equal to the bid price for the note, determined by us in our sole and absolute discretion. No early trading charge will apply if the notes are sold prior to maturity. See “Supplemental Plan of Distribution”, in the pricing supplement. |
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Observation and Payment Dates
| Coupon payment date / Autocall | |||
|---|---|---|---|
| Observation date | Coupon observation date* | Autocall observation date* | |
| payment date** | |||
| 1 | August 23,2024 | n/a | August 30,2024(Not callable) |
| 2 | September 23,2024 | n/a | October 1,2024(Not callable) |
| 3 | October 23,2024 | n/a | October 30,2024(Not callable) |
| 4 | November 25,2024 | n/a | December 2,2024(Not callable) |
| 5 | December 19,2024 | n/a | December 30,2024(Not callable) |
| 6 | January23,2025 | n/a | January30,2025(Not callable) |
| 7 | February21,2025 | n/a | February28,2025(Not callable) |
| 8 | March 24,2025 | n/a | March 31,2025(Not callable) |
| 9 | April 23,2025 | n/a | April 30,2025(Not callable) |
| 10 | May23,2025 | n/a | May30,2025(Not callable) |
| 11 | June 23,2025 | n/a | June 30,2025(Not callable) |
| 12 | July23,2025 | July23,2025 | July30,2025 |
| 13 | August 25,2025 | August 25,2025 | September 2,2025 |
| 14 | September 23,2025 | September 23,2025 | October 1,2025 |
| 15 | October 23,2025 | October 23,2025 | October 30,2025 |
| 16 | November 24,2025 | November 24,2025 | December 1,2025 |
| 17 | December 19,2025 | December 19,2025 | December 30,2025 |
| 18 | January23,2026 | January23,2026 | January30,2026 |
| 19 | February23,2026 | February23,2026 | March 2,2026 |
| 20 | March 23,2026 | March 23,2026 | March 30,2026 |
| 21 | April 23,2026 | April 23,2026 | April 30,2026 |
| 22 | May25,2026 | May25,2026 | June 1,2026 |
| 23 | June 23,2026 | June 23,2026 | June 30,2026 |
| 24 | July23,2026 | July23,2026 | July30,2026 |
| 25 | August 24,2026 | August 24,2026 | August 31,2026 |
| 26 | September 23,2026 | September 23,2026 | October 1,2026 |
| 27 | October 23,2026 | October 23,2026 | October 30,2026 |
| 28 | November 23,2026 | November 23,2026 | November 30,2026 |
| 29 | December 21,2026 | December 21,2026 | December 30,2026 |
| 30 | January25,2027 | January25,2027 | February1,2027 |
| 31 | February22,2027 | February22,2027 | March 1,2027 |
| 32 | March 22,2027 | March 22,2027 | March 30,2027 |
| 33 | April 23,2027 | April 23,2027 | April 30,2027 |
| 34 | May21,2027 | May21,2027 | May31,2027 |
| 35 | June 23,2027 | June 23,2027 | June 30,2027 |
| 36 | July23,2027 | July23,2027 | July30,2027 |
| 37 | August 23,2027 | August 23,2027 | August 30,2027 |
| 38 | September 23,2027 | September 23,2027 | October 1,2027 |
| 39 | October 25,2027 | October 25,2027 | November 1,2027 |
| 40 | November 23,2027 | November 23,2027 | November 30,2027 |
| 41 | December 21,2027 | December 21,2027 | December 30,2027 |
| 42 | January24,2028 | January24,2028 | January31,2028 |
| 43 | February22,2028 | February22,2028 | February29,2028 |
| 44 | March 23,2028 | March 23,2028 | March 30,2028 |
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| 45 | April 24,2028 | April 24,2028 | May1,2028 |
|---|---|---|---|
| 46 | May23,2028 | May23,2028 | May30,2028 |
| 47 | June 23,2028 | June 23,2028 | June 30,2028 |
| 48 | July24,2028 | July24,2028 | July31,2028 |
| 49 | August 23,2028 | August 23,2028 | August 30,2028 |
| 50 | September 25,2028 | September 25,2028 | October 3,2028 |
| 51 | October 23,2028 | October 23,2028 | October 30,2028 |
| 52 | November 23,2028 | November 23,2028 | November 30,2028 |
| 53 | January2,2029 | January2,2029 | January9,2029 |
| 54 | January23,2029 | January23,2029 | January30,2029 |
| 55 | February21,2029 | February21,2029 | February28,2029 |
| 56 | March 23,2029 | March 23,2029 | April 2,2029 |
| 57 | April 23,2029 | April 23,2029 | April 30,2029 |
| 58 | May23,2029 | May23,2029 | May30,2029 |
| 59 | June 25,2029 | June 25,2029 | July3,2029 |
| 60 | July23,2029 | July23,2029 | July30,2029 |
| 61 | August 23,2029 | August 23,2029 | August 30,2029 |
| 62 | September 24,2029 | September 24,2029 | October 2,2029 |
| 63 | October 23,2029 | October 23,2029 | October 30,2029 |
| 64 | November 23,2029 | November 23,2029 | November 30,2029 |
| 65 | December 20,2029 | December 20,2029 | December 31,2029 |
| 66 | January23,2030 | January23,2030 | January30,2030 |
| 67 | February21,2030 | February21,2030 | February28,2030 |
| 68 | March 25,2030 | March 25,2030 | April 1,2030 |
| 69 | April 23,2030 | April 23,2030 | April 30,2030 |
| 70 | May23,2030 | May23,2030 | May30,2030 |
| 71 | June 24,2030 | June 24,2030 | July2,2030 |
| 72 | July23,2030 | July23,2030 | July30,2030 |
| 73 | August 23,2030 | August 23,2030 | August 30,2030 |
| 74 | September 23,2030 | September 23,2030 | October 1,2030 |
| 75 | October 23,2030 | October 23,2030 | October 30,2030 |
| 76 | November 25,2030 | November 25,2030 | December 2,2030 |
| 77 | December 19,2030 | December 19,2030 | December 30,2030 |
| 78 | January23,2031 | January23,2031 | January30,2031 |
| 79 | February21,2031 | February21,2031 | February28,2031 |
| 80 | March 24,2031 | March 24,2031 | March 31,2031 |
| 81 | April 23,2031 | April 23,2031 | April 30,2031 |
| 82 | May23,2031 | May23,2031 | May30,2031 |
| 83 | June 23,2031 | June 23,2031 | June 30,2031 |
| 84 | July23,2031 | July23,2031 | July30,2031 |
- If a scheduled coupon observation date or autocall observation date is not an exchange day for any reason, then such date will be the immediately preceding exchange day. Further, such dates are each also subject to postponement if a market disruption event occurs.
** Each coupon payment date and autocall payment date is subject to postponement if such date is not a business day or a market disruption event occurs.
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How do the Notes work?
The following hypothetical examples demonstrate how the payment you may receive will be calculated and determined under four different scenarios. The hypothetical closing levels used in these examples are for illustrative purposes only and should not be construed in any way as estimates or forecasts of the future performance of the reference asset or the return that you might realize on the notes. All hypothetical examples assume that no events described under “Certain Additional Terms for Notes Linked to a Reference Index” in the income product supplement have occurred during the term. For ease of analysis, figures below have been rounded.
| Barrier level/Coupon payment level | Autocall level | ||
| 80.00% of the initial level | 105.00% of the initial level | ||
| Example 1: Payment at Maturity (Negative Scenario) | |||
| Example 1: Payment at Maturity (Negative Scenario) | |||
| Investor cash flow summary per note | |||
| CAD $100.00 | |||
| (1) Principal amount paid | |||
| (2) Total coupons received | CAD $1.805 | ||
| (3) Maturity payment received | CAD $43.00 | ||
| (4) Total amount received = (2) + (3) | CAD $44.805 | ||
| (5) Return on the notes (annualized) | -10.83% | ||
In this hypothetical example, the closing level is below the autocall level on all autocall observation dates, so the notes are not redeemed early. Furthermore, it is above the coupon payment level on the first and second coupon observation dates and below the coupon payment level on all the others, so you would receive two of the coupon payments.
Lastly, the final level is at 43.00% of the initial level, which is below the barrier level, so the final reference asset return is -57.00%. Accordingly, you would receive a maturity payment of CAD $43.00 per note with coupons totalling CAD $1.805 per note over the term of the notes (which is equivalent to a compounded annual loss of 10.83% on the notes).
In this example, the maturity payment is calculated as follows:
Maturity payment = CAD $100.00 + (CAD $100.00 × final reference asset return) = CAD $100.00 + (CAD $100.00 × -57.00%) = CAD $43.00
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| Investor cash flow summary per note | |
| CAD $100.00 | |
| (1) Principal amount paid | |
| (2) Total coupons received | CAD $28.88 |
| (3) Maturity payment received | CAD $100.00 |
| (4) Total amount received = (2) + (3) | CAD $128.88 |
| (5) Return on the notes (annualized) | 3.69% |
Example 2: Payment at Maturity (Neutral Scenario)
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In this hypothetical example, the closing level is below the autocall level on all autocall observation dates, so the notes are not redeemed early. Furthermore, it is above the coupon payment level on thirty-two of the coupon observation dates and below the coupon payment level on all the others, so you would receive thirty-two of the coupon payments.
Lastly, the final level is at 87.00% of the initial level, which is above the barrier level, so the final reference asset return is -13.00%. Accordingly, you would receive a maturity payment equal to the principal amount with coupons totalling CAD $28.88 per note over the term of the notes (which is equivalent to a compounded annual return of 3.69% on the notes).
Example 3: Payment at Maturity (Positive Scenario)
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| Investor cash flow summary per note | |
| CAD $100.00 | |
| (1) Principal amount paid | |
| (2) Total coupons received | CAD $75.81 |
| (3) Maturity payment received | CAD $100.00 |
| (4) Total amount received = (2) + (3) | CAD $175.81 |
| (5) Return on the notes (annualized) | 8.39% |
In this hypothetical example, the closing level is below the autocall level on all autocall observation dates, so the notes are not redeemed early. Furthermore, it is above the coupon payment level on all of the coupon observation dates, so you would receive all of the coupon payments.
Lastly, the final level is at 100.00% of the initial level, which is above the barrier level, so the final reference asset return is 0.00%. Accordingly, you would receive a maturity payment equal to the principal amount with coupons totalling CAD $75.81 per note over the term of the notes (which is equivalent to a compounded annual return of 8.39% on the notes).
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| Example 4: Automatic Early Redemption | |||
|---|---|---|---|
| Investor cash flow summary per note | |||
| CAD $100.00 | |||
| (1) Principal amount paid | |||
| (2) Total coupons received | CAD $13.5375 | ||
| (3) Maturity payment received (early redemption) |
CAD $100.00 | ||
| (4) Total amount received = (2) + (3) | CAD $113.5375 | ||
| (5) Return on the notes (annualized) | 10.67% | ||
In this hypothetical example, the closing level is below the autocall level on all autocall observation dates until the fifteenth observation date. This results in the notes being redeemed early on the autocall payment date corresponding with the fifteenth observation date. Furthermore, it is above the coupon payment level on fifteen of the coupon observation dates, so you would receive fifteen of the coupon payments before the notes are redeemed.
Lastly, the closing level is at 113.00% of the initial level, which is above the autocall level, so the reference asset return is 13.00% and the notes are redeemed early for a value of CAD $100.00. Accordingly, you would receive a maturity payment equal to the principal amount with coupons totalling CAD $13.5375 per note over the term of the notes (which is equivalent to a compounded annual return of 10.67% on the notes).
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Disclaimer
This document should be read in conjunction with Bank of Montreal’s short form base shelf prospectus dated May 25, 2023 (the “base shelf prospectus”), the income notes prospectus supplement dated May 25, 2023 (the “income product supplement”) and pricing supplement No. 1,199 dated July 23, 2024 (the “pricing supplement”), each as amended or supplemented.
Amounts paid to you will depend on the performance of the reference asset. The notes are not designed to be alternatives to fixed income or money market investments. Bank of Montreal does not guarantee that you will receive any return or repayment of your principal investment in the notes at maturity, subject to the minimum payment amount of CAD $1.00 per note. The notes provide contingent protection only, meaning that you could lose some or substantially all of your principal investment in the notes if the final reference asset level is below 80.00% of the initial level on the final valuation date. See “Certain Risk Factors” in the base shelf prospectus, “Risk Factors” in the income product supplement and “Risk Factors” in the pricing supplement.
Prospective purchasers should carefully consider all of the information set forth in the pricing supplement, the income product supplement and the base shelf prospectus and, in particular, should evaluate the specific risk factors set forth under “Risk Factors” in the income product supplement and “Risk Factors” in the pricing supplement.
BMO Nesbitt Burns Inc. is a wholly-owned subsidiary of Bank of Montreal. As a result, Bank of Montreal is a “related issuer” of BMO Nesbitt Burns Inc. for the purposes of National Instrument 33-105 — Underwriting Conflicts . See “Plan of Distribution” in the income product supplement and “Supplemental Plan of Distribution” in the pricing supplement.
The notes have not been and will not be rated. A rating is not a recommendation to buy, sell or hold investments, and may be subject to revision or withdrawal at any time by the relevant rating agency.
The notes will not be deposits that are insured under the Canada Deposit Insurance Corporation Act or any other deposit insurance regime designed to ensure the payment of all or a portion of a deposit upon the insolvency of the deposit taking financial institution. See “Description of the notes — Ranking” in the income product supplement.
The above summary is for information purposes only and does not constitute an offer to sell or a solicitation to purchase notes. The offering and sale of notes may be prohibited or restricted by laws in certain jurisdictions. Notes may only be purchased where they may be lawfully offered for sale and only through individuals qualified to sell them. Unless the context otherwise requires, terms not defined herein will have the meaning ascribed thereto in the pricing supplement. A copy of the pricing supplement, the income product supplement and the base shelf prospectus can be obtained at www.sedarplus.ca.
The Solactive Canada Telecommunications 145 AR Index is owned, calculated, administered and published by Solactive AG (“Solactive”) assuming the role as administrator (the “index sponsor”) under the Regulation (EU) 2016/1011. The name “Solactive” is a registered trademark of Solactive. Solactive is registered with and regulated by the German Federal Financial Supervisory Authority (“BaFin”). The reference asset is a product of Solactive, its affiliates and/or its third-party licensors and has been licensed for use by Bank of Montreal and its affiliates. The notes are not sponsored, endorsed, sold or promoted by Solactive, or any of its respective affiliates. Neither Solactive, nor its respective affiliates, make any representation regarding the advisability of investing in such product(s).
“BMO (M-bar roundel symbol)”, “BMO” and “BMO Capital Markets” are registered trademarks of Bank of Montreal used under license.
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