· | The notes are designed for investors who seek a leveraged return based on the appreciation in the share price of the SPDR® Dow Jones® Industrial Average ETF (the “Underlying Asset”). In addition, if the Final Level of the Underlying Asset is less than its Initial Level but is greater than or equal to its Barrier Level, you will receive a positive return on your notes equal to the percentage by which that price declines up to the Maximum Downside Redemption Amount (as defined below) per $1,000 in principal amount of the notes. If the Final Level is less than the Barrier Level, investors will lose 1% of their principal amount for each 1% decrease in the price of the Underlying Asset from the Pricing Date to the Valuation Date. |
· | An investor in the notes may lose all or a portion of their principal amount at maturity. |
· | The notes will not bear interest. The notes will not be listed on any securities exchange. |
· | Any payment at maturity is subject to the credit risk of Bank of Montreal. |
· | The offering is expected to price on or about December 28, 2015, and the notes are expected to settle through the facilities of The Depository Trust Company on or about December 31, 2015. |
· | The notes are scheduled to mature on or about December 31, 2021. |
· | The notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000. |
· | Our subsidiary, BMO Capital Markets Corp. (“BMOCM”), is the agent for this offering. See “Supplemental Plan of Distribution (Conflicts of Interest)” below. |
Underlying Asset |
Ticker Symbol |
Barrier
Percentage |
Barrier Level
(% of the Initial Level) |
Maximum
Downside Redemption Amount |
Upside
Leverage Factor |
Initial Level |
CUSIP |
Principal Amount |
Term (in Years) |
Price to Public(1) |
Agent’s Commission(1) |
Proceeds to Bank of Montreal |
||||||||||||
SPDR® Dow Jones®
Industrial Average ETF |
DIA
|
-30%
|
70%
|
$1,300
|
105%
|
06366R5P6
|
US$●
|
6
|
100%
US$ ●
|
3.50%
|
96.50%
|
Underlying Asset:
|
SPDR® Dow Jones® Industrial Average ETF (Bloomberg symbol: DIA). See the section below entitled “The Underlying Asset” for additional information about the Underlying Asset.
|
Payment at Maturity:
|
If the Percentage Change is positive, then the amount that the investors will receive at maturity for each $1,000 in principal amount of the notes will equal:
Principal Amount + [Principal Amount × (Percentage Change x Upside Leverage Factor)]
If the Percentage Change is less than or equal to zero, but is not less than the Barrier Percentage, then the amount that the investors will receive at maturity for each $1,000 in principal amount of the notes will equal:
Principal Amount + [Principal Amount x (-1 x Percentage Change)]
|
In this case, subject to our credit risk, investors will receive a positive return on the notes up to the Maximum Downside Redemption Amount (as defined below), even though the price of the Underlying Asset has declined since the Pricing Date.
If the Percentage Change is less than the Barrier Percentage, then the amount that the investors will receive at maturity for each $1,000 in principal amount of the notes will equal:
Principal Amount + (Principal Amount × Percentage Change)
In this case, investors will lose all or a portion of the principal amount of the notes.
|
|
Upside Leverage Factor:
|
105%.
|
Initial Level:
|
The closing price of one share of the Underlying Asset on the pricing date.
|
Final Level:
|
The closing price of one share of the Underlying Asset on the valuation date.
|
Percentage Change:
|
Final Level – Initial Level, expressed as a percentage
Initial Level
|
Barrier Percentage:
|
-30%. Whether the Percentage Change is less than the Barrier Percentage will only be determined on the valuation date.
|
Barrier Level:
|
70% of the Initial Level.
|
Maximum Downside
Redemption Amount: |
$1,300
|
Pricing Date:
|
On or about December 28, 2015
|
Settlement Date:
|
On or about December 31, 2015, as determined on the pricing date.
|
Valuation Date:
|
On or about December 28, 2021, as determined on the pricing date.
|
Maturity Date:
|
On or about December 31, 2021, as determined on the pricing date.
|
Automatic Redemption:
|
Not applicable.
|
CUSIP Number:
|
06366R5P6
|
Calculation Agent:
|
BMOCM
|
Selling Agent:
|
BMOCM
|
· | Product supplement dated October 1, 2015: http://www.sec.gov/Archives/edgar/data/927971/000121465915006902/n101151424b5.htm |
· |
Prospectus supplement dated June 27, 2014:
|
· | Prospectus dated June 27, 2014: http://www.sec.gov/Archives/edgar/data/927971/000119312514254905/d749601d424b2.htm |
· | Your investment in the notes may result in a loss. — You may lose some or all of your investment in the notes. The payment at maturity will be based on the Final Level. If the Percentage Change is less than the Barrier Percentage, you will lose 1% of the principal amount for each 1% decrease in the price of the Underlying Asset. Accordingly, you could lose some or all of the principal amount of your notes. |
· | Your investment is subject to the credit risk of Bank of Montreal. — Our credit ratings and credit spreads may adversely affect the market value of the notes. Investors are dependent on our ability to pay the amount due at maturity, and therefore investors are subject to our credit risk and to changes in the market’s view of our creditworthiness. Any decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the value of the notes. |
· | Potential conflicts. — We and our affiliates play a variety of roles in connection with the issuance of the notes, including acting as calculation agent. In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the notes. We or one or more of our affiliates may also engage in trading of shares of the Underlying Asset or securities held by the Underlying Asset on a regular basis as part of our general broker-dealer and other businesses, for proprietary accounts, for other accounts under management or to facilitate transactions for our customers. Any of these activities could adversely affect the price of the Underlying Asset and, therefore, the market value of the notes. We or one or more of our affiliates may also issue or underwrite other securities or financial or derivative instruments with returns linked or related to changes in the performance of the Underlying Asset. By introducing competing products into the marketplace in this manner, we or one or more of our affiliates could adversely affect the market value of the notes. |
· | Our initial estimated value of the notes will be lower than the price to public. — Our initial estimated value of the notes is only an estimate, and is based on a number of factors. The price to public of the notes will exceed our initial estimated value, because costs associated with offering, structuring and hedging the notes are included in the price to public, but are not included in the estimated value. These costs include the underwriting discount and selling concessions, the profits that we and our affiliates expect to realize for assuming the risks in hedging our obligations under the notes and the estimated cost of hedging these obligations. The initial estimated value of the notes may be as low as the amount indicated on the cover page of this pricing supplement. |
· | Our initial estimated value does not represent any future value of the notes, and may also differ from the estimated value of any other party. — Our initial estimated value of the notes as of the date of this preliminary pricing supplement is, and our estimated value as determined on the Pricing Date will be, derived using our internal pricing models. This value is based on market conditions and other relevant factors, which include volatility of the Underlying Asset, dividend rates and interest rates. Different pricing models and assumptions could provide values for the notes 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 notes could change dramatically due to changes in market conditions, our creditworthiness, and the other factors set forth in this pricing supplement and the product supplement. These changes are likely to impact the price, if any, at which we or BMOCM would be willing to purchase the notes from you in any secondary market transactions. Our initial estimated value does not represent a minimum price at which we or our affiliates would be willing to buy your notes in any secondary market at any time. |
· | The terms of the notes are not determined by reference to the credit spreads for our conventional fixed-rate debt. — To determine the terms of the notes, we will use 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 notes are less favorable to you than if we had used a higher funding rate. |
· | Certain costs are likely to adversely affect the value of the notes. — Absent any changes in market conditions, any secondary market prices of the notes will likely be lower than the price to public. This is because any secondary market prices will likely take into account our then-current market credit spreads, and because any secondary market prices are likely to exclude all or a portion of the agent’s commission and the hedging profits and estimated hedging costs that are included in the price to public of the notes and that may be reflected on your account statements. In addition, any such price is also likely to reflect a discount to account for costs associated with establishing or unwinding any related hedge transaction, such as dealer discounts, mark-ups and other transaction costs. As a result, the price, if any, at which BMOCM or any other party may be willing to purchase the notes from you in secondary market transactions, if at all, will likely be lower than the price to public. Any sale that you make prior to the Maturity Date could result in a substantial loss to you. |
· | Owning the notes is not the same as owning shares of the Underlying Asset or a security directly linked to the Underlying Asset. — The return on your notes will not reflect the return you would realize if you actually owned shares of the Underlying Asset or a security directly linked to the performance of the Underlying Asset and held that investment for a similar period. Your notes may trade quite differently from the Underlying Asset. Changes in the price of the Underlying Asset may not result in comparable changes in the market value of your notes. Even if the price of the Underlying Asset increases during the term of the notes, the market value of the notes prior to maturity may not increase to the same extent. It is also possible for the market value of the notes to decrease while the price of the Underlying Asset increases. In addition, any dividends or other distributions paid on the Underlying Asset will not be reflected in the amount payable on the notes. The return on the notes may be less than the return on an investment in the Underlying Asset. |
· | You will not have any shareholder rights and will have no right to receive any shares of the Underlying Asset at maturity. — Investing in your notes will not make you a holder of any shares of the Underlying Asset or any securities held by the Underlying Asset. Neither you nor any other holder or owner of the notes will have any voting rights, any right to receive dividends or other distributions, or any other rights with respect to the Underlying Asset or such other securities. |
· | Changes that affect the Underlying Index will affect the market value of the notes and the amount you will receive at maturity. — The policies of S&P Dow Jones Indices LLC (the “SPDJI”), the sponsor of the Dow Jones Industrial AverageTM (the “Underlying Index”) concerning the calculation of the Underlying Index, additions, deletions or substitutions of the components of the Underlying Index and the manner in which changes affecting those components, such as stock dividends, reorganizations or mergers, may be reflected in the Underlying Index and, therefore, could affect the share price of the Underlying Asset, the amount payable on the notes at maturity, and the market value of the notes prior to maturity. The amount payable on the notes and their market value could also be affected if SPDJI changes these policies, for example, by changing the manner in which it calculates the Underlying Index, or if SPDJI discontinues or suspends the calculation or publication of the Underlying Index. |
· | We have no affiliation with SPDJI and will not be responsible for any actions taken by the SPDJI. — SPDJI is not an affiliate of ours and will not be involved in the offering of the notes in any way. Consequently, we have no control over the actions of the SPDJI, including any actions of the type that would require the calculation agent to adjust the payment to you at maturity. SPDJI has no obligation of any sort with respect to the notes. Thus, SPDJI has no obligation to take your interests into consideration for any reason, including in taking any actions that might affect the value of the notes. None of our proceeds from the issuance of the notes will be delivered to SPDJI. |
· | Adjustments to the Underlying Asset could adversely affect the notes. — SSgA Funds Management, Inc. (“SSFM”), in its role as the advisor of the Underlying Asset, is responsible for calculating and maintaining the Underlying Asset. SSFM can add, delete or substitute the stocks comprising the Underlying Asset or make other methodological changes that could change the share price of the Underlying Asset at any time. If one or more of these events occurs, the calculation of the amount payable at maturity may be adjusted to reflect such event or events. Consequently, any of these actions could adversely affect the amount payable at maturity and/or the market value of the notes. |
· | We and our affiliates do not have any affiliation with the investment advisor of the Underlying Asset and are not responsible for its public disclosure of information. — The investment advisor of the Underlying Asset advises the Underlying Asset on various matters including matters relating to the policies, maintenance and calculation of the Underlying Asset. We and our affiliates are not affiliated with the investment advisor in any way and have no ability to control or predict its actions, including any errors in or discontinuance of disclosure regarding its methods or policies relating to the Underlying Asset. The investment advisor is not involved in the offering of the notes in any way and has no obligation to consider your interests as an owner of the notes in taking any actions relating to the Underlying Asset that might affect the value of the notes. Neither we nor any of our affiliates has independently verified the adequacy or accuracy of the information about the investment advisor or the Underlying Asset contained in any public disclosure of information. You, as an investor in the notes, should make your own investigation into the Underlying Asset. |
· | The correlation between the performance of the Underlying Asset and the performance of the Underlying Index may be imperfect. — The performance of the Underlying Asset is linked principally to the performance of the Underlying Index. However, because of the potential discrepancies identified in more detail in the product supplement, the return on the Underlying Asset may correlate imperfectly with the return on the Underlying Index. |
· | The Underlying Asset is subject to management risks. — The Underlying Asset is subject to management risk, which is the risk that the investment advisor’s investment strategy, the implementation of which is subject to a number of constraints, may not produce the intended results. For example, the investment advisor may invest a portion of the Underlying Asset’s assets in securities not included in the relevant industry or sector but which the investment advisor believes will help the Underlying Asset track the relevant industry or sector. |
· | Lack of liquidity. — The notes will not be listed on any securities exchange. BMOCM may offer to purchase the notes in the secondary market, but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. Because other dealers are not likely to make a secondary market for the notes, the price at which you may be able to trade the notes is likely to depend on the price, if any, at which BMOCM is willing to buy the notes. |
· | Hedging and trading activities. — We or any of our affiliates may carry out hedging activities related to the notes, including purchasing or selling shares of the Underlying Asset or securities held by the Underlying Asset, or futures or options relating to the Underlying Asset, or other derivative instruments with returns linked or related to changes in the performance of the Underlying Asset. We or our affiliates may also engage in trading of shares of the Underlying Asset or securities held by the Underlying Asset from time to time. Any of these hedging or trading activities on or prior to the Pricing Date and during the term of the notes could adversely affect our payment to you at maturity. |
· | Many economic and market factors will influence the value of the notes. — In addition to the price of the Underlying Asset and interest rates on any trading day, the value of the notes will be affected by a number of economic and market factors that may either offset or magnify each other, and which are described in more detail in the product supplement. |
· | You must rely on your own evaluation of the merits of an investment linked to the Underlying Asset. — In the ordinary course of their businesses, our affiliates from time to time may express views on expected movements in the price of the Underlying Asset or the prices of the securities held by the Underlying Asset. One or more of our affiliates have published, and in the future may publish, research reports that express views on the Underlying Asset or these securities. However, these views are subject to change from time to time. Moreover, other professionals who deal in the markets relating to the Underlying Asset at any time may have significantly different views from those of our affiliates. You are encouraged to derive information concerning the Underlying Asset from multiple sources, and you should not rely on the views expressed by our affiliates. Neither the offering of the notes nor any views which our affiliates from time to time may express in the ordinary course of their businesses constitutes a recommendation as to the merits of an investment in the notes. |
· |
Significant aspects of the tax treatment of the notes are uncertain. The tax treatment of the notes is uncertain. We do not plan to request a ruling from the Internal Revenue Service or from any Canadian authorities regarding the tax treatment of the notes, and the Internal Revenue Service or a court may not agree with the tax treatment described in this pricing supplement.
The Internal Revenue Service has issued a notice indicating that it and the 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 notes even though that holder will not receive any payments with respect to the notes until maturity and whether all or part of the gain a holder may recognize upon sale or maturity of an instrument such as the notes could 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 “U.S. Federal Tax Information” in this pricing supplement, the section entitled “Supplemental Tax Considerations—Supplemental U.S. Federal Income Tax Considerations” in the accompanying product supplement, the section “United States Federal Income Taxation” in the accompanying prospectus and the section entitled “Certain Income Tax Consequences” in the accompanying prospectus supplement. You should consult your tax advisor about your own tax situation.
|
Hypothetical Final Level
|
Percentage Change
|
Return on the Notes
|
Payment at Maturity
|
||||
$0.00
|
-100.00%
|
-100.00%
|
$0.00
|
||||
$10.00
|
-90.00%
|
-90.00%
|
$100.00
|
||||
$20.00
|
-80.00%
|
-80.00%
|
$200.00
|
||||
$30.00
|
-70.00%
|
-70.00%
|
$300.00
|
||||
$40.00
|
-60.00%
|
-60.00%
|
$400.00
|
||||
$50.00
|
-50.00%
|
-50.00%
|
$500.00
|
||||
$60.00
|
-40.00%
|
-40.00%
|
$600.00
|
||||
$70.00
|
-30.00%
|
30.00%
|
$1,300.00
|
||||
$80.00
|
-20.00%
|
20.00%
|
$1,200.00
|
||||
$90.00
|
-10.00%
|
10.00%
|
$1,100.00
|
||||
$100.00
|
0.00%
|
0.00%
|
$1,000.00
|
||||
$110.00
|
10.00%
|
10.50%
|
$1,105.00
|
||||
$115.00
|
15.00%
|
15.75%
|
$1,157.50
|
||||
$120.00
|
20.00%
|
21.00%
|
$1,210.00
|
||||
$130.00
|
30.00%
|
31.50%
|
$1,315.00
|
||||
$140.00
|
40.00%
|
42.00%
|
$1,420.00
|
||||
$150.00
|
50.00%
|
52.50%
|
$1,525.00
|
· | a fixed-income debt component with the same tenor as the notes, valued using our internal funding rate for structured notes; and |
· | one or more derivative transactions relating to the economic terms of the notes. |
High
|
Low
|
|||
2011
|
First Quarter
|
$123.60
|
$116.16
|
|
Second Quarter
|
$128.04
|
$118.88
|
||
Third Quarter
|
$127.10
|
$107.07
|
||
Fourth Quarter
|
$122.67
|
$106.36
|
||
2012
|
First Quarter
|
$132.41
|
$123.53
|
|
Second Quarter
|
$132.53
|
$120.78
|
||
Third Quarter
|
$135.95
|
$125.57
|
||
Fourth Quarter
|
$135.96
|
$125.51
|
||
2013
|
First Quarter
|
$145.33
|
$133.06
|
|
Second Quarter
|
$153.88
|
$145.14
|
||
Third Quarter
|
$156.69
|
$147.50
|
||
Fourth Quarter
|
$165.47
|
$147.53
|
||
2014
|
First Quarter
|
$164.97
|
$153.53
|
|
Second Quarter
|
$169.35
|
$160.02
|
||
Third Quarter
|
$172.61
|
$163.55
|
||
Fourth Quarter
|
$180.19
|
$160.98
|
||
2015
|
First Quarter
|
$182.68
|
$171.48
|
|
Second Quarter
|
$182.93
|
$175.64
|
||
Third Quarter
|
$181.07
|
$156.49
|
||
Fourth Quarter (through December 2, 2015)
|
$179.14
|
$162.49
|