PRICING SUPPLEMENT No. ELN2573 dated June 17, 2024
(To Product Supplement No. WF1 dated July 20, 2022,
Prospectus Supplement dated May 26, 2022
and Prospectus dated May 26, 2022) |
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-264388
|
|
Bank of Montreal
Senior
Medium-Term Notes, Series I
Equity Linked Securities |
|
Market Linked Securities—Contingent Fixed
Return and Contingent Downside
Principal at Risk Securities Linked to the
Common Stock of PayPal Holdings, Inc. due June 27, 2025 |
n Linked
to the common stock of PayPal Holdings, Inc. (the "Underlying Stock")
n Unlike
ordinary debt securities, the securities do not pay interest or repay a fixed amount of principal at maturity. Instead, the securities
provide for a maturity payment amount that may be greater than or less than the face amount of the securities, depending on the performance
of the Underlying Stock from its starting price to its ending price. The maturity payment amount will reflect the following terms:
n If the price of the Underlying Stock increases, remains unchanged or decreases, but the decrease is not more than 30%, you will receive the face amount plus a contingent fixed return of 12.00% of the face amount.
n If
the price of the Underlying Stock decreases by more than 30%, you will have full downside exposure to the decrease in the price of the
Underlying Stock from the starting price, and you will lose more than 30%, and possibly all, of the face amount of your securities
n Investors
may lose a significant portion or all of the face amount
n Any
positive return on the securities at maturity will be limited to the contingent fixed return, even if the ending price of the Underlying
Stock significantly exceeds the starting price; you will not participate in any appreciation of the Underlying Stock beyond the contingent
fixed return
n All
payments on the securities are subject to credit risk, and you will have no ability to pursue the issuer of the Underlying Stock for payment;
if Bank of Montreal defaults on its obligations, you could lose some or all of your investment
n No
periodic interest payments or dividends
n No
exchange listing; designed to be held to maturity |
On the date of this pricing supplement, the
estimated initial value of the securities was $956.62 per security. As discussed in more detail
in this pricing supplement, the actual value of the securities at any time will reflect many factors and cannot be predicted with accuracy.
See “Estimated Value of the Securities” in this pricing supplement.
The securities have complex features and investing
in the securities involves risks not associated with an investment in conventional debt securities. See "Selected Risk Considerations"
beginning on page PRS-8 herein and "Risk Factors" beginning on page PS-5 of the accompanying product supplement.
The securities are the unsecured obligations
of Bank of Montreal, and, accordingly, all payments on the securities are subject to the credit risk of Bank of Montreal. If Bank of Montreal
defaults on its obligations, you could lose some or all of your investment. The securities are not insured by the Federal Deposit Insurance
Corporation, the Deposit Insurance Fund, the Canada Deposit Insurance Corporation or any other governmental agency.
Neither the Securities and Exchange Commission
nor any state securities commission or other regulatory body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this pricing supplement or the accompanying product supplement, prospectus supplement and prospectus. Any representation
to the contrary is a criminal offense.
|
Original Offering Price
|
Agent Discount(1)(2)
|
Proceeds to Bank of Montreal
|
Per Security |
$1,000.00 |
$23.25 |
$976.75 |
Total |
$223,000 |
$5,184.75 |
$217,815.25 |
| (1) | Wells Fargo Securities, LLC is the agent for the distribution of the securities and is acting as principal.
See “Terms of the Securities—Agent” and “Estimated Value of the Securities” in this pricing supplement for
further information. |
| (2) | In addition to the foregoing, in respect of certain securities sold in this offering, our affiliate, BMO
Capital Markets Corp., may pay a fee of up to $2.00 per security to selected securities dealers in consideration for marketing and other
services in connection with the distribution of the securities to other securities dealers. |
Wells Fargo Securities
Market Linked Securities—Contingent Fixed
Return and Contingent Downside
Principal
at Risk Securities Linked to PayPal Holdings, Inc. due June 27, 2025
|
Issuer: |
Bank of Montreal. |
Market Measure: |
The common stock of PayPal Holdings, Inc. (the "Underlying Stock"). |
Pricing Date: |
June 17, 2024. |
Issue Date: |
June 21, 2024. |
Original Offering
Price: |
$1,000 per security. |
Face Amount: |
$1,000 per security. References in this pricing supplement to a "security" are to a security with a face amount of $1,000. |
Maturity Payment
Amount: |
On the stated maturity date, you will
be entitled to receive a cash payment per security in U.S. dollars equal to the maturity payment amount. The "maturity payment
amount" per security will equal:
• if the ending price is
greater than or equal to the threshold price: $1,000 + the contingent fixed return; or
• if the ending price is
less than the threshold price:
$1,000 + ($1,000 × underlying
stock return)
|
If the ending price is less than the threshold price, you will have full downside exposure to the decrease in the price of the Underlying Stock from the starting price and will lose more than 30%, and possibly all, of the face amount of your securities at maturity. |
Contingent Fixed
Return: |
12.00% of the face amount ($120.00 per security). As a result of the
contingent fixed return, any positive return on the securities at maturity will be limited to 12.00% of the face amount. The contingent
fixed return is payable only if the ending price is greater than or equal to the threshold price. |
Stated Maturity
Date:
|
June 27, 2025, subject to postponement. The securities are not subject to redemption by Bank of Montreal or repayment at the option of any holder of the securities prior to the stated maturity date. |
Starting Price: |
$60.13, the stock closing price of the Underlying Stock on the pricing date. |
Stock Closing Price: |
Stock closing price, closing price and adjustment factor have the meanings set forth under "General Terms of the Securities—Certain Terms for Securities Linked to an Underlying Stock—Certain Definitions" in the accompanying product supplement. |
Ending Price: |
The "ending price" will be the stock closing price of the Underlying Stock on the calculation day. |
Threshold Price: |
$42.091, which is equal to 70% of the starting price. |
Underlying Stock
Return: |
ending price – starting
price
starting price
|
Calculation Day: |
June 24, 2025, subject to postponement. |
Market Disruption
Events and
Postponement
Provisions: |
The calculation day is subject to postponement due to non-trading days and the occurrence of a market disruption event. In addition, the stated maturity date will be postponed if the calculation day is postponed, and will be adjusted for non-business days. For more information regarding adjustments to the calculation day and the stated maturity date, see “General Terms of the Securities—Consequences of a Market Disruption Event; Postponement of a Calculation Day—Securities Linked to a Single Market Measure” and “—Payment Dates” in the accompanying product supplement. In addition, for information regarding the circumstances that may result in a Market Disruption Event, see “General Terms of the Securities—Certain Terms for Securities Linked to an Underlying Stock—Market Disruption Events” in the accompanying product supplement. |
Calculation Agent: |
BMO Capital Markets Corp. ("BMOCM"). |
Material Tax
Consequences:
|
For a discussion of the material U.S. federal income and certain estate tax consequences and the Canadian federal income tax consequences of the ownership and disposition of the securities, see “United States Federal Tax Considerations" below, and the sections of the product supplement entitled "United States Federal Tax Considerations" and "Canadian Federal Income Tax Consequences." |
Market Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to PayPal Holdings, Inc. due June 27, 2025 |
Agent: |
Wells Fargo Securities, LLC (“WFS”).
The agent will receive the agent discount set forth on the cover page of this document. The agent may resell the securities to other securities
dealers at the original offering price of the securities less a concession not in excess of $17.50 per security. Such securities dealers
may include Wells Fargo Advisors (“WFA”) (the trade name of the retail brokerage business of WFS’s affiliates,
Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC). In addition to the concession allowed to WFA, WFS
may pay $0.75 per security of the agent discount to WFA as a distribution expense fee for each security sold by WFA.
In addition, in respect of certain
securities sold in this offering, BMOCM may pay a fee of up to $2.00 per security to selected securities dealers in consideration for
marketing and other services in connection with the distribution of the securities to other securities dealers.
WFS, BMOCM and/or one or more of their
respective affiliates expects to realize hedging profits projected by their proprietary pricing models to the extent they assume the risks
inherent in hedging our obligations under the securities. If WFS or any other dealer participating in the distribution of the securities
or any of their affiliates conduct hedging activities for us in connection with the securities, that dealer or its affiliates will expect
to realize a profit projected by its proprietary pricing models from those hedging activities. Any such projected profit will be in addition
to any discount, concession or fee received in connection with the sale of the securities to you.
|
Denominations: |
$1,000 and any integral multiple of $1,000. |
CUSIP: |
06376APE4 |
Market Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to PayPal Holdings, Inc. due June 27, 2025 |
Additional
Information about the Issuer and the Securities |
You should read this pricing supplement together
with product supplement No. WF1 dated July 20, 2022, the prospectus supplement dated May 26, 2022 and the prospectus dated May 26, 2022
for additional information about the securities. Information included in this pricing supplement supersedes information in the product
supplement, prospectus supplement and prospectus to the extent it is different from that information. Certain defined terms used but not
defined herein have the meanings set forth in the product supplement, prospectus supplement or prospectus.
Our Central Index Key, or CIK, on the SEC website
is 927971. When we refer to “we,” “us” or “our” in this pricing supplement, we
refer only to Bank of Montreal.
You may access the product supplement, prospectus
supplement and prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by reviewing our filing for the relevant
date on the SEC website):
| • | Product Supplement No. WF1 dated July 20, 2022: |
https://www.sec.gov/Archives/edgar/data/927971/000121465922009020/r715220424b5.htm
| • | Prospectus Supplement and prospectus dated May 26, 2022: |
https://www.sec.gov/Archives/edgar/data/927971/000119312522160519/d269549d424b5.htm
Market Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to PayPal Holdings, Inc. due June 27, 2025 |
Estimated
Value of the Securities |
Our estimated initial value of the securities on
the pricing date that is set forth on the cover page of this pricing supplement equals the sum of the values of the following hypothetical
components:
| · | a fixed-income debt component with the same tenor as the securities, valued using our internal funding
rate for structured notes; and |
| · | one or more derivative transactions relating to the economic terms of the securities. |
The internal funding rate used in the determination
of the initial estimated value generally represents a discount from the credit spreads for our conventional fixed-rate debt. The value
of these derivative transactions is derived from our internal pricing models. These models are based on factors such as the traded market
prices of comparable derivative instruments and on other inputs, which include volatility, dividend rates, interest rates and other factors.
As a result, the estimated initial value of the securities on the pricing date was determined based on market conditions at that time.
For more information about the estimated initial
value of the securities, see “Risk Factors” below.
Market Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to PayPal Holdings, Inc. due June 27, 2025 |
The securities are not appropriate for all investors.
The securities may be an appropriate investment for investors who:
| § | seek a contingent fixed return of 12.00% of the face amount if the ending price is greater than or equal to the threshold price; |
| § | are willing to accept the risk that, if the ending
price is less than the starting price by more than 30%, they will be fully exposed to the decrease in the price of the Underlying Stock
from the starting price, and will lose more than 30%, and possibly all, of the face amount per security at maturity; |
| § | understand and are willing to accept the full downside risks of the Underlying
Stock; |
| § | understand that any positive return they will
receive at maturity will be limited to the contingent fixed return, regardless of the extent to which the ending price exceeds the starting
price; |
| § | are willing to forgo interest payments on the
securities and dividends on the Underlying Stock; and |
| § | are willing to hold the securities until maturity. |
The securities may not be an appropriate investment
for investors who:
| § | seek a liquid investment or are unable or unwilling
to hold the securities to maturity; |
| § | are unwilling to accept the risk that the ending
price of the Underlying Stock may decrease from the starting price by more than 30%; |
| § | seek full return of the face amount of the securities
at stated maturity; |
| § | are unwilling to purchase securities with an estimated value as of the
pricing date that is lower than the original offering price, as set forth on the cover page of this document; |
| § | seek current income over the term of the securities; |
| § | are unwilling to accept the risk of exposure
to the Underlying Stock; |
| § | seek exposure to the Underlying Stock but are
unwilling to accept the risk/return trade-offs inherent in the maturity payment amount for the securities; |
| § | are unwilling to accept the credit risk of Bank
of Montreal to obtain exposure to the Underlying Stock generally; or |
| § | prefer the lower risk of fixed income investments
with comparable maturities issued by companies with comparable credit ratings. |
The considerations identified above are not
exhaustive. Whether or not the securities are an appropriate investment for you will depend on your individual circumstances, and you
should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered
the appropriateness of an investment in the securities in light of your particular circumstances. You should also review carefully the
"Selected Risk Considerations" herein and the "Risk Factors" in the accompanying product supplement for risks related
to an investment in the securities. For more information about the Underlying Stock, please see the section titled “The Underlying
Stock” below.
Market Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to PayPal Holdings, Inc. due June 27, 2025 |
Determining
Payment at Stated Maturity |
Market Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to PayPal Holdings, Inc. due June 27, 2025 |
Selected
Risk Considerations |
The securities have complex features and investing
in the securities will involve risks not associated with an investment in conventional debt securities. Some of the risks that apply to
an investment in the securities are summarized below, but we urge you to read the more detailed explanation of the risks relating to the
securities generally in the "Risk Factors" section of the accompanying product supplement. You should reach an investment decision
only after you have carefully considered with your advisors the appropriateness of an investment in the securities in light of your particular
circumstances.
Risks Relating To The Terms And Structure
Of The Securities
If The Ending Price Is Less Than The Threshold
Price, You Will Lose More Than 30%, And Possibly All, Of The Face Amount Of Your Securities At Maturity.
We will not repay you a fixed amount on the securities
on the stated maturity date. The maturity payment amount will depend on the direction of and percentage change in the ending price of
the Underlying Stock relative to the starting price and the other terms of the securities. Because the price of the Underlying Stock will
be subject to market fluctuations, the maturity payment amount may be more or less, and possibly significantly less, than the face amount
of your securities.
If the ending price is less than the threshold
price, the maturity payment amount will be less than the face amount and you will have full downside exposure to the decrease in the price
of the Underlying Stock from the starting price. The threshold price is 70% of the starting price. For example, if the Underlying Stock
has declined by 30.1% from the starting price to the ending price, you will not receive any benefit of the contingent downside feature
and you will lose 30.1% of the face amount per security. As a result, you will not receive any contingent downside protection if the ending
price is less than the threshold price and you will lose more than 30%, and possibly all, of the face amount per security at maturity.
This is the case even if the price of the Underlying Stock is greater than or equal to the starting price or the threshold price at certain
times during the term of the securities.
You Will Receive The Contingent Fixed Return Only If The Ending Price
Is Greater Than Or Equal To The Threshold Price.
You will receive the contingent fixed return only if the ending price
is greater than or equal to the threshold price. If the ending price is less than the threshold price, then you will not receive the contingent
fixed return, and you will suffer a loss on the securities.
The Potential Return On The Securities Is Limited To The Contingent
Fixed Return.
The potential return on the securities is limited
to the contingent fixed return, regardless of how significantly the ending price exceeds the starting price. The Underlying Stock could
appreciate from the pricing date through the calculation day by significantly more than the percentage represented by the contingent fixed
return, in which case an investment in the securities will underperform a hypothetical alternative investment providing a 1-to-1 return
based on the performance of the Underlying Stock. In addition, you will not receive the value of dividends or other distributions paid
with respect to the Underlying Stock.
No Periodic Interest Will Be Paid On The Securities.
No periodic payments of interest will be made on
the securities. However, if the agreed-upon tax treatment is successfully challenged by the Internal Revenue Service (the "IRS"),
you may be required to recognize taxable income over the term of the securities. You should review the section of this pricing supplement
entitled "United States Federal Tax Considerations."
The Securities Are Subject To Credit Risk.
The securities are our obligations and are not,
either directly or indirectly, an obligation of any third party. Any amounts payable under the securities are subject to creditworthiness
and you will have no ability to pursue the Underlying Stock for payment. As a result, our actual and perceived creditworthiness may affect
the value of the securities and, in the event we were to default on our obligations under the securities, you may not receive any amounts
owed to you under the terms of the securities.
Significant Aspects Of The Tax Treatment Of
The Securities Are Uncertain.
The tax treatment of an investment in the securities
is uncertain. We do not plan to request a ruling from the IRS or from the Canada Revenue Agency regarding the tax treatment of an investment
in the securities, and the IRS, the Canada Revenue Agency or a court may not agree with the tax treatment described in this pricing supplement
and/or the accompanying product supplement.
The IRS has issued a notice indicating that it
and the U.S. Treasury Department are actively considering whether, among other issues, a holder should be required to accrue interest
over the term of an instrument such as the securities even though that holder will not receive any payments with respect to the securities
until maturity or earlier sale or exchange and whether all or part of the gain a holder may recognize upon sale, exchange or maturity
of an instrument such as the securities should be treated as ordinary income. The outcome of this process is uncertain and could apply
on a retroactive basis.
Please read carefully the section entitled “United
States Federal Tax Considerations” in this pricing supplement, the section entitled “United States Federal Income Taxation”
in the accompanying prospectus and the section entitled “United States Federal Tax Considerations” in the accompanying product
supplement. You should consult your tax advisor about your own tax situation.
Market Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to PayPal Holdings, Inc. due June 27, 2025 |
For a discussion of the Canadian federal income
tax consequences of investing in the securities, please read the section entitled “Certain Income Tax Consequences — Certain
Canadian Income Tax Considerations” in the accompanying prospectus supplement. You should consult your tax advisor about your own
tax situation.
The Stated Maturity Date May Be Postponed If
The Calculation Day Is Postponed.
The calculation day will be postponed if the originally
scheduled calculation day is not a trading day or if the calculation agent determines that a market disruption event has occurred or is
continuing on the calculation day. If such a postponement occurs, the stated maturity date will be the later of (i) the initial stated
maturity date and (ii) three business days after the calculation day as postponed.
Risks
Relating To The Estimated Value Of The Securities And Any Secondary Market
The Estimated Value Of The Securities On The
Pricing Date, Based On Our Proprietary Pricing Models, Is Less Than The Original Offering Price.
Our initial estimated value of the securities is
only an estimate, and is based on a number of factors. The original offering price of the securities exceeds our initial estimated value,
because costs associated with offering, structuring and hedging the securities are included in the original offering price, but are not
included in the estimated value. These costs include the agent discount and selling concessions, the profits that we and our affiliates
and/or the agent and its affiliates expect to realize for assuming the risks in hedging our obligations under the securities, and the
estimated cost of hedging these obligations.
The Terms Of The Securities Were Not Determined
By Reference To The Credit Spreads For Our Conventional Fixed-Rate Debt.
To determine the terms of the securities, we used an internal funding rate that represents a discount from the credit spreads for our conventional fixed-rate debt. As a result, the
terms of the securities are less favorable to you than if we had used a higher funding rate.
The Estimated Value Of The Securities Is Not
An Indication Of The Price, If Any, At Which WFS Or Any Other Person May Be Willing To Buy The Securities From You In The Secondary Market.
Our initial estimated value of the securities as
of the date of this pricing supplement was derived using our internal pricing models. This value is based on market conditions and other
relevant factors, which include volatility of the Underlying Stock, dividend rates and interest rates. Different pricing models and assumptions,
including those used by the agent, its affiliates or other market participants, could provide values for the securities that are greater
than or less than our initial estimated value. In addition, market conditions and other relevant factors after the pricing date are expected
to change, possibly rapidly, and our assumptions may prove to be incorrect. After the pricing date, the value of the securities could
change dramatically due to changes in market conditions, our creditworthiness, and the other factors set forth in this pricing supplement.
These changes are likely to impact the price, if any, at which WFS or its affiliates or any other party (including us or our affiliates)
would be willing to purchase the securities from you in any secondary market transactions. Our initial estimated value does not represent
a minimum price at which WFS or any other party (including us or our affiliates) would be willing to buy your securities in any secondary
market at any time.
WFS has advised us that if it, WFA or any of their
affiliates makes a secondary market in the securities at any time, the secondary market price offered by it, WFA or any of their affiliates
will be affected by changes in market conditions and other factors described in the next risk factor. WFS has advised us that if it, WFA
or any of their affiliates makes a secondary market in the securities at any time up to the issue date or during the 3-month period following
the issue date, the secondary market price offered by it, WFA or any of its affiliates will be increased by an amount reflecting a portion
of the costs associated with selling, structuring and hedging the securities that are included in their original offering price. Because
this portion of the costs is not fully deducted upon issuance, WFS has advised us that any secondary market price it, WFA or any of their
affiliates offers during this period will be higher than it otherwise would be after this period, as any secondary market price offered
after this period will reflect the full deduction of the costs as described above. WFS has advised us that the amount of this increase
in the secondary market price will decline steadily to zero over this 3-month period. WFS has advised us that, if you hold the securities
through an account with WFS, WFA or any of their affiliates, WFS expects that this increase will also be reflected in the value indicated
for the securities on your brokerage account statement. If you hold your securities through an account at a broker-dealer other than WFS,
WFA or any of their affiliates, the value of the securities on your brokerage account statement may be different than if you held your
securities at WFS, WFA or any of their affiliates.
The Value Of The Securities Prior To Stated
Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.
The value of the securities prior to stated maturity will be affected
by the then-current price of the Underlying Stock, interest rates at that time and a number of other factors, some of which are interrelated
in complex ways. The effect of any one factor may be offset or magnified by the effect of another factor. The following factors, which
we refer to as the “derivative component factors,” and which are described in more detail in the accompanying product
supplement, are expected to affect the value of the securities: performance of the Underlying Stock; interest rates; volatility of the
Underlying Stock; time remaining to maturity; and dividend yields on the Underlying Stock. When we refer to the “value”
of your security, we mean the value you could receive for your security if you are able to sell it in the open market before the stated
maturity date. We anticipate that the value of the securities will always be at a discount to the face amount plus the contingent fixed
return.
Market Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to PayPal Holdings, Inc. due June 27, 2025 |
In addition to the derivative component factors,
the value of the securities will be affected by actual or anticipated changes in our creditworthiness. You should understand that the
impact of one of the factors specified above, such as a change in interest rates, may offset some or all of any change in the value of
the securities attributable to another factor, such as a change in the price of the Underlying Stock. Because numerous factors are expected
to affect the value of the securities, changes in the price of the Underlying Stock may not result in a comparable change in the value
of the securities.
The Securities Will Not Be Listed On Any Securities
Exchange And We Do Not Expect A Trading Market For The Securities To Develop.
The securities will not be listed or displayed
on any securities exchange or any automated quotation system. Although the agent and/or its affiliates may purchase the securities from
holders, they are not obligated to do so and are not required to make a market for the securities. There can be no assurance that a secondary
market will develop. Because we do not expect that any market makers will participate in a secondary market for the securities, the price
at which you may be able to sell your securities is likely to depend on the price, if any, at which the agent is willing to buy your securities.
If a secondary market does exist, it may be limited.
Accordingly, there may be a limited number of buyers if you decide to sell your securities prior to stated maturity. This may affect the
price you receive upon such sale. Consequently, you should be willing to hold the securities to stated maturity.
Risks Relating To The Underlying Stock
The Securities Will Be Subject To Single Stock
Risk.
The price of the Underlying Stock can rise or fall
sharply due to factors specific to that Underlying Stock and its issuer (the “Underlying Stock Issuer”), such as stock
price volatility, earnings, financial conditions, corporate, industry and regulatory developments, management changes and decisions and
other events, as well as general market factors, such as general stock market volatility and prices, interest rates and economic and political
conditions.
Any Payment At Stated Maturity Will Depend Upon
The Performance Of The Underlying Stock And Therefore The Securities Are Subject To The Following Risks, Each As Discussed In More Detail
In The Accompanying Product Supplement.
| · | Investing In The Securities Is Not The Same
As Investing In The Underlying Stock. Investing in the securities is not equivalent to investing in the Underlying Stock. As an investor
in the securities, your return will not reflect the return you would realize if you actually owned and held the Underlying Stock for a
period similar to the term of the securities because you will not receive any dividend payments, distributions or any other payments paid
on the Underlying Stock. As a holder of the securities, you will not have any voting rights or any other rights that holders of the Underlying
Stock would have. |
| · | Historical Prices Of The Underlying Stock
Should Not Be Taken As An Indication Of Its Future Performance During The Term Of The Securities. |
| · | The Securities May Become Linked To The Common
Stock Of A Company Other Than The Original Underlying Stock Issuer. |
| · | We, The Agent And Our Respective Affiliates
Cannot Control Actions By The Underlying Stock Issuer. |
| · | We, The Agent And Our Respective Affiliates
Have No Affiliation With The Underlying Stock Issuer And Have Not Independently Verified Its Public Disclosure Of Information. |
| · | You Have Limited Anti-dilution Protection. |
Risks Relating To Conflicts Of Interest
Our Economic Interests And Those Of Any Dealer
Participating In The Offering Are Potentially Adverse To Your Interests.
You should be aware of the following ways in which
our economic interests and those of any dealer participating in the distribution of the securities, which we refer to as a "participating
dealer," are potentially adverse to your interests as an investor in the securities. In engaging in certain of the activities
described below and as discussed in more detail in the accompanying product supplement, our affiliates or any participating dealer or
its affiliates may take actions that may adversely affect the value of and your return on the securities, and in so doing they will have
no obligation to consider your interests as an investor in the securities. Our affiliates or any participating dealer or its affiliates
may realize a profit from these activities even if investors do not receive a favorable investment return on the securities.
| · | The calculation agent is our affiliate
and may be required to make discretionary judgments that affect the return you receive on the securities. BMOCM, which is our
affiliate, will be the calculation agent for the securities. As calculation agent, BMOCM will determine any values of the Underlying Stock
and make any other determinations necessary to calculate any payments on the securities. In making these determinations, BMOCM may be
required to make discretionary judgments that may adversely affect any payments on the securities. See the sections entitled "General
Terms of the Securities— Certain Terms for Securities Linked to an Underlying Stock—Market Disruption Events" and "—Adjustment
Events" in the accompanying product supplement. In making these discretionary judgments, the fact that BMOCM is our affiliate may
cause it to have economic interests that are adverse to your interests as an investor in the securities, and BMOCM's determinations as
calculation agent may adversely affect your return on the securities. |
Market Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to PayPal Holdings, Inc. due June 27, 2025 |
| · | The estimated value of the securities was
calculated by us and is therefore not an independent third-party valuation. |
| · | Research reports by our affiliates or any
participating dealer or its affiliates may be inconsistent with an investment in the securities and may adversely affect the price of
the Underlying Stock. |
| · | Business activities of our affiliates or
any participating dealer or its affiliates with the Underlying Stock Issuer may adversely affect the price of the Underlying Stock. |
| · | Hedging activities by our affiliates or
any participating dealer or its affiliates may adversely affect the price of the Underlying Stock. |
| · | Trading activities by our affiliates or
any participating dealer or its affiliates may adversely affect the price of the Underlying Stock. |
| · | A participating dealer or its affiliates
may realize hedging profits projected by its proprietary pricing models in addition to any selling concession and/or fee, creating a further
incentive for the participating dealer to sell the securities to you. |
Market Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to PayPal Holdings, Inc. due June 27, 2025 |
Hypothetical
Examples and Returns |
The payout profile, return table and examples below
illustrate the maturity payment amount for a $1,000 face amount security on a hypothetical offering of securities under various scenarios,
with the assumptions set forth in the table below. The terms used for purposes of these hypothetical examples do not represent the actual
starting price or threshold price. The hypothetical starting price of $100.00 has been chosen for illustrative purposes only and does
not represent the actual starting price. The actual starting price and threshold price are set forth under "Terms of the Securities"
above in the final pricing supplement. For historical data regarding the actual closing prices of the Underlying Stock, see the historical
information set forth herein. The payout profile, return table and examples below assume that an investor purchases the securities for
$1,000 per security. These examples are for purposes of illustration only and the values used in the examples may have been rounded for
ease of analysis.
Contingent Fixed Return: |
12.00% of the face amount ($120.00 per security) |
Hypothetical Starting Price: |
$100.00 |
Hypothetical Threshold Price: |
$70.00 (70% of the hypothetical starting price) |
Hypothetical Payout Profile
Market Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to PayPal Holdings, Inc. due June 27, 2025 |
Hypothetical Returns
Hypothetical
ending price |
Hypothetical
underlying stock return(1) |
Hypothetical
maturity payment
amount per security |
Hypothetical
pre-tax total
rate of return(2) |
$200.00 |
100.00% |
$1,120.00 |
12.00% |
$175.00 |
75.00% |
$1,120.00 |
12.00% |
$150.00 |
50.00% |
$1,120.00 |
12.00% |
$140.00 |
40.00% |
$1,120.00 |
12.00% |
$130.00 |
30.00% |
$1,120.00 |
12.00% |
$120.00 |
20.00% |
$1,120.00 |
12.00% |
$110.00 |
10.00% |
$1,120.00 |
12.00% |
$105.00 |
5.00% |
$1,120.00 |
12.00% |
$100.00 |
0.00% |
$1,120.00 |
12.00% |
$90.00 |
-10.00% |
$1,120.00 |
12.00% |
$80.00 |
-20.00% |
$1,120.00 |
12.00% |
$70.00 |
-30.00% |
$1,120.00 |
12.00% |
$60.00 |
-40.00% |
$600.00 |
-60.00% |
$50.00 |
-50.00% |
$500.00 |
-50.00% |
$25.00 |
-75.00% |
$250.00 |
-75.00% |
$0.00 |
-100.00% |
$0.00 |
-100.00% |
| (1) | The underlying stock return is equal to the percentage change from the starting price to the ending price
(i.e., the ending price minus the starting price, divided by the starting price). |
| (2) | The hypothetical pre-tax total rate of return is the number, expressed as a percentage, that results from
comparing the maturity payment amount per security to the face amount of $1,000. |
Market Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to PayPal Holdings, Inc. due June 27, 2025 |
Hypothetical Examples
Example 1. The maturity payment amount
is greater than the face amount and reflects a return equal to the contingent fixed return, which is greater than the percentage increase
in the price of the underlying stock from the hypothetical starting price to the hypothetical ending price:
|
The Underlying Stock |
Hypothetical starting price: |
$100.00 |
Hypothetical ending price: |
$105.00 |
Hypothetical threshold price: |
$70.00 |
Hypothetical underlying stock return
(ending price – starting price)/starting price: |
5.00% |
Because the hypothetical ending price
is greater than the hypothetical threshold price, the maturity payment amount per security would be equal to the face amount of $1,000
plus the contingent fixed return.
On the stated maturity date you would receive $1,120.00
per security.
Example 2. The maturity payment amount is greater
than the face amount and reflects a return equal to the contingent fixed return, which is less than the percentage increase in the price
of the underlying stock from the hypothetical starting price to the hypothetical ending price:
|
The Underlying Stock |
Hypothetical starting price: |
$100.00 |
Hypothetical ending price: |
$175.00 |
Hypothetical threshold price: |
$70.00 |
Hypothetical underlying stock return
(ending price – starting price)/starting price: |
75.00% |
Because the hypothetical ending price
is greater than the hypothetical threshold price, the maturity payment amount per security would be equal to the face amount of $1,000
plus the contingent fixed return. Even though the Underlying Stock increased by 75% from the starting price to the ending price in this
example, your return is limited to the contingent fixed return of 12.00%.
On the stated maturity date you would receive $1,120.00
per security.
Market Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to PayPal Holdings, Inc. due June 27, 2025 |
Example 3. The ending price is less than the
starting price but is greater than the threshold price, and the maturity payment amount is greater than the face amount:
|
The Underlying Stock |
Hypothetical starting price: |
$100.00 |
Hypothetical ending price: |
$90.00 |
Hypothetical threshold price: |
$70.00 |
Hypothetical underlying stock return
(ending price – starting price)/starting price: |
-10.00% |
Because the hypothetical ending price
is less than the hypothetical starting price, but is not less than the hypothetical threshold price, the maturity payment amount per security
would be equal to the face amount of $1,000 plus the contingent fixed return.
On the stated maturity date you would receive $1,120.00
per security.
Example 4. The ending price is less than the
threshold price, and the maturity payment amount is less than the face amount:
|
The Underlying Stock |
Hypothetical starting price: |
$100.00 |
Hypothetical ending price: |
$50.00 |
Hypothetical threshold price: |
$70.00 |
Hypothetical underlying stock return
(ending price – starting price)/starting price: |
-50.00% |
Because the hypothetical ending price
is less than the hypothetical starting price by more than 30%, you would lose a portion of the face amount of your securities and receive
a maturity payment amount per security equal to:
$1,000 + ($1,000
× underlying stock return)
$1,000 + ($1,000
× -50.00%)
= $500.00
On the stated maturity date you would receive $500.00
per security. As this example illustrates, if the Underlying Stock depreciates by more than 30% from the starting price to the ending
price, you will incur a loss on the securities at maturity.
Market Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to PayPal Holdings, Inc. due June 27, 2025 |
According to publicly available information, PayPal Holdings, Inc.,
through its subsidiaries, provides a technology platform that enables digital and mobile payments on behalf of consumers and merchants.
The company offers online payment solutions. Information filed by PayPal Holdings, Inc. with the SEC can be located by reference to its
SEC file number: 001-36859, or its CIK Code: 0001633917. PayPal Holdings, Inc.’s common stock is traded on the Nasdaq Global Select
Market under the ticker symbol “PYPL”.
Historical Information
We obtained the closing prices of the Underlying Stock in the graph
below from Bloomberg Professional® service (“Bloomberg”), without independent verification. The historical
prices below may have been adjusted by Bloomberg to reflect any stock splits, reverse stock splits or other corporate transactions.
The following graph sets forth daily closing prices of the Underlying
Stock for the period from January 1, 2019 to June 17, 2024. The closing price of the Underlying Stock on June 17, 2024 was $60.13. The
historical performance of the Underlying Stock should not be taken as an indication of its future performance during the term of the securities.
Market Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to PayPal Holdings, Inc. due June 27, 2025 |
United States
Federal Tax Considerations |
The following discussion supplements, and to the
extent applicable supersedes, the discussion in the accompanying product supplement under the caption “United States Federal Tax
Considerations.”
In the opinion of our special U.S. tax counsel, Ashurst LLP, it would
generally be reasonable to treat a security with terms described herein as a pre-paid cash-settled derivative contract in respect of the
Underlying Stock for U.S. federal income tax purposes, and the terms of the securities require a holder (in the absence of a change in
law or an administrative or judicial ruling to the contrary) to treat the securities for all tax purposes in accordance with such characterization.
However, the U.S. federal income tax consequences of your investment in the securities are uncertain and the IRS could assert that the
securities should be taxed in a manner that is different from that described in the preceding sentence. If this treatment is respected,
a U.S. holder should generally recognize capital gain or loss upon the sale, exchange, redemption or payment on maturity in an amount
equal to the difference between the amount it received at such time and the amount that it paid for the securities. Such gain or loss
should generally be long-term capital gain or loss if the U.S. holder has held its securities for more than one year. It is possible that
the IRS could assert that your holding period in respect of the securities should end on the date on which the amount you are entitled
to receive upon the maturity of the securities is determined, even though you will not receive any amounts from the issuer in respect
of the securities prior to the maturity of the securities. In such case, the timing and character of income you recognize in respect of
the securities may be affected. You should consult your tax adviser regarding the treatment of the securities in such an event.
Non-U.S. holders should consult the section entitled
"United Stated Federal Tax Considerations — Tax Consequences to Non-U.S. Holders" in the underlying product supplement.
Under Section 871(m) of the Code, a “dividend
equivalent” payment is treated as a dividend from sources within the United States. Such payments generally would be subject to
a 30% U.S. withholding tax if paid to a non-U.S. holder. Under U.S. Treasury Department regulations, payments (including deemed payments)
with respect to equity-linked instruments (“ELIs”) that are “specified ELIs” may be treated as dividend equivalents
if such specified ELIs reference, directly or indirectly, an interest in an “underlying security,” which is generally any
interest in an entity taxable as a corporation for U.S. federal income tax purposes if a payment with respect to such interest could give
rise to a U.S. source dividend. However, the IRS has issued guidance that states that the U.S. Treasury Department and the IRS intend
to amend the effective dates of the U.S. Treasury Department regulations to provide that withholding on dividend equivalent payments will
not apply to specified ELIs that are not delta-one instruments and that are issued before January 1, 2027. Based on our determination
that the securities are not delta-one instruments, non-U.S. holders should not be subject to withholding on dividend equivalent payments,
if any, under the securities. However, it is possible that the securities could be treated as deemed reissued for U.S. federal income
tax purposes upon the occurrence of certain events, and following such occurrence the securities could be treated as subject to withholding
on dividend equivalent payments. Non-U.S. holders that enter, or have entered, into other transactions in respect of the Underlying Stock
or the securities should consult their tax advisors as to the application of the dividend equivalent withholding tax in the context of
the securities and their other transactions. If any payments are treated as dividend equivalents subject to withholding, we (or the applicable
withholding agent) would be entitled to withhold taxes without being required to pay any additional amounts with respect to amounts so
withheld.
Market Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to PayPal Holdings, Inc. due June 27, 2025 |
Supplemental
Plan of Distribution |
Delivery of the securities will be made against
payment therefor on the issue date. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required
to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade
such securities at any time prior to the first business day preceding the issue date will be required, by virtue of the fact that the
securities will not settle in T+1, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement;
such purchasers should also consult their own advisors in this regard.
Market Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to PayPal Holdings, Inc. due June 27, 2025 |
Validity of the Securities |
In the opinion of Osler, Hoskin & Harcourt LLP, the issue and sale
of the securities has been duly authorized by all necessary corporate action of the Issuer in conformity with the senior indenture, and
when this pricing supplement has been attached to, and duly notated on, the master note that represents the securities the securities
will have been validly executed, authenticated, issued and delivered, to the extent that validity of the securities is a matter governed
by the laws of the Province of Ontario and the federal laws of Canada applicable therein and will be valid obligations of the Issuer,
subject to the following limitations (i) the enforceability of the senior indenture may be limited by the Canada Deposit Insurance Corporation
Act (Canada), the Winding-up and Restructuring Act (Canada) and bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement
or winding-up laws or other similar laws affecting the enforcement of creditors’ rights generally; (ii) the enforceability of the
senior indenture may be limited by equitable principles, including the principle that equitable remedies such as specific performance
and injunction may only be granted in the discretion of a court of competent jurisdiction; (iii) pursuant to the Currency Act (Canada)
a judgment by a Canadian court must be awarded in Canadian currency and that such judgment may be based on a rate of exchange in existence
on a day other than the day of payment; and (iv) the enforceability of the senior indenture will be subject to the limitations contained
in the Limitations Act, 2002 (Ontario), and such counsel expresses no opinion as to whether a court may find any provision of the senior
indenture to be unenforceable as an attempt to vary or exclude a limitation period under that Act. This opinion is given as of the date
hereof and is limited to the laws of the Provinces of Ontario and the federal laws of Canada applicable therein. In addition, this opinion
is subject to certain assumptions about (i) the Trustees’ authorization, execution and delivery of the senior indenture, (ii) the
genuineness of signatures and (iii) certain other matters, all as stated in the letter of such counsel dated May 26, 2022, which has been
filed as Exhibit 5.3 to the Issuer's Form 6-K filed with the SEC and dated May 26, 2022.
In the opinion of Ashurst LLP, when the pricing
supplement has been attached to, and duly notated on, the master note that represents the securities, the securities will be executed,
authenticated, issued and delivered, and the securities have been issued and sold as contemplated by the prospectus supplement and the
prospectus, the securities will be valid, binding and enforceable obligations of the Issuer, entitled to the benefits of the senior indenture,
subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and subject to general principles of equity, public policy considerations and the discretion
of the court before which any suit or proceeding may be brought. This opinion is given as of the date hereof and is limited to the laws
of the State of New York. This opinion is subject to customary assumptions about the Trustee’s authorization, execution and delivery
of the senior indenture and the genuineness of signatures and to such counsel’s reliance on the Issuer and other sources as to certain
factual matters, all as stated in the legal opinion dated May 26, 2022, which has been filed as Exhibit 5.4 to the Issuer’s Form
6-K dated May 26, 2022.
PRS-19
Exhibit 107.1
The pricing supplement to which this Exhibit is attached is a final
prospectus for the related offering. The maximum aggregate offering price of the offering is $223,000.
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