·
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This pricing supplement relates an offering of Reverse Exchangeable Notes linked to the Market Vectors® Gold Miners ETF (the “Reference Stock Issuer”). We refer to the shares of the Reference Stock Issuer as the “Reference Stock.”
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·
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The notes are designed for investors who seek an interest rate that is higher than that of a conventional debt security with the same maturity issued by us or an issuer with a comparable credit rating. Investors should be willing to forgo the potential to participate in the appreciation of the Reference Stock, be willing to accept the risks of owning the Reference Stock, and be willing to lose some or all of their principal at maturity.
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·
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Investing in the notes is not equivalent to investing in the shares of the Reference Stock.
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·
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The notes will pay interest monthly at the per annum fixed rate specified below. However, the notes do not guarantee any return of principal at maturity. Instead, the payment at maturity will be based on the Final Stock Price of the Reference Stock and whether the closing price of the Reference Stock has declined from the Initial Stock Price below the Trigger Price during the Monitoring Period, as described below.
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·
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Payment at maturity for each $1,000 principal amount note will be either a cash payment of $1,000 or delivery of shares of the Reference Stock (or, at our election, the Cash Delivery Amount), in each case, together with any accrued and unpaid interest, as described below.
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·
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The notes will not be listed on any securities exchange.
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·
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All payments on the notes are subject to the credit risk of Bank of Montreal.
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·
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The offering priced on July 28, 2015, and the notes will settle through the facilities of The Depository Trust Company on July 31, 2015.
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·
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The notes are scheduled to mature on January 29, 2016.
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·
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The notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000.
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·
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Our subsidiary, BMO Capital Markets Corp. (“BMOCM”), is the agent for this offering. See “Supplemental Plan of Distribution (Conflicts of Interest)” below.
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RevEx
Number
|
Reference Stock Issuer
|
Ticker
Symbol
|
Principal
Amount
|
Initial
Stock Price
|
Trigger
Price
|
CUSIP
|
Price to
Public
|
Agent’s
Commission
|
Proceeds to
Bank of
Montreal
|
0876
|
Market Vectors® Gold Miners ETF
|
GDX
|
US$350,000
|
US$13.69
|
US$8.90
|
06366RV51
|
100%
|
2.00%
US$7,000
|
98.00%
US$343,000
|
Key Terms of the Notes:
|
|
Reference Stock:
|
Shares of Market Vectors® Gold Miners ETF (ticker symbol: GDX)
|
Interest Rate:
|
7.25% per annum. Each interest payment will be equal to approximately $6.04 per $1,000 in principal amount of the notes.
|
Interest Payment Dates:
|
Interest will be payable on the final business day of each month, beginning on August 31, 2015, until the maturity date.
|
Payment at Maturity:
|
The payment at maturity for the notes is based on the performance of the Reference Stock. You will receive $1,000 for each $1,000 in principal amount of the note, unless:
(1) the Final Stock Price is less than the Initial Stock Price; and
(2) a Trigger Event occurs. (“Closing Price Monitoring” is applicable to the notes.)
|
If the conditions described in both (1) and (2) are satisfied, you will receive at maturity, instead of the principal amount of your notes, the number of shares of the Reference Stock equal to the Physical Delivery Amount (or, at our election, the Cash Delivery Amount). Fractional shares will be paid in cash. The market value of the Physical Delivery Amount or the Cash Delivery Amount will most likely be substantially less than the principal amount of your notes, and may be zero.
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|
Trigger Event:
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A Trigger Event will be deemed to occur if the closing price of the Reference Stock is less than the Trigger Price on any trading day during the Monitoring Period.
|
Monitoring Period:
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The period from the Pricing Date to and including the Valuation Date.
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Percentage Change:
|
Final Stock Price - Initial Stock Price
|
, expressed as a percentage
|
Initial Stock Price
|
Initial Stock Price:
|
US$13.69, which was the closing price of the Reference Stock on the Pricing Date. The Initial Stock Price is subject to adjustments in certain circumstances. See “General Terms of the Notes — Payment at Maturity” and “— Anti-dilution Adjustments” in the product supplement for additional information about these adjustments.
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Final Stock Price:
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The closing price of the Reference Stock on the Valuation Date.
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Trigger Price:
|
US$8.90, which is 65% of the Initial Stock Price (rounded to two decimal places).
|
Pricing Date:
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July 28, 2015
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Settlement Date:
|
July 31, 2015
|
Valuation Date:
|
January 26, 2016
|
Maturity Date:
|
January 29, 2016
|
Physical Delivery Amount:
|
The number of shares of the Reference Stock, per $1,000 in principal amount of the notes, equal to $1,000 divided by the Initial Stock Price, subject to adjustments, as described in the product supplement. Any fractional shares will be paid in cash. Payment of the Physical Delivery Amount and the maturity of the notes may be postponed by up to ten business days under certain circumstances, as set forth in the section of the product supplement, “General Terms of the Notes—Payment at Maturity—Physical Delivery Amount.”
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Cash Delivery Amount:
|
The amount in cash equal to the product of (1) the Physical Delivery Amount and (2) the Final Stock Price, subject to adjustments, as described in the product supplement.
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Calculation Agent:
|
BMOCM
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Selling Agent:
|
BMOCM
|
We may use this pricing supplement in the initial sale of the notes. In addition, BMOCM or another of our affiliates may use this pricing supplement in market-making transactions in any notes after their initial sale. Unless our agent or we inform you otherwise in the confirmation of sale, this pricing supplement is being used in a market-making transaction.
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·
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Product supplement dated June 30, 2014:
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|
·
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Prospectus supplement dated June 27, 2014:
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|
·
|
Prospectus dated June 27, 2014:
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·
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Your investment in the notes may result in a loss. — The notes do not guarantee any return of principal. The payment at maturity will be based on the Final Stock Price and whether the closing price of the Reference Stock has declined from the Initial Stock Price to a closing price that is less than the Trigger Price on any day during the Monitoring Period. Under certain circumstances, you will receive at maturity a number of shares of the Reference Stock (or, at our election, the Cash Delivery Amount). We expect that the market value of those shares or the Cash Delivery Amount will be less than the principal amount of the notes and may be zero. Accordingly, you could lose up to the entire principal amount of your notes, and your payments on the notes could be limited to the monthly interest payments.
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|
·
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The protection provided by the Trigger Price may terminate on any day during the Monitoring Period. — If the closing price of the Reference Stock on any trading day during the Monitoring Period is less than the Trigger Price, you will be fully exposed at maturity to any decrease in the price of the Reference Stock. Under these circumstances, if the Percentage Change on the Valuation Date is less than zero, you will lose 1% (or a fraction thereof) of the principal amount of your investment for every 1% (or a fraction thereof) that the Final Stock Price is less than the Initial Stock Price. You will be subject to this potential loss of principal even if, after the Trigger Event, the price of the Reference Stock increases above the Trigger Price.
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|
·
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Your return on the notes is limited to the principal amount plus accrued interest regardless of any appreciation in the value of the Reference Stock. — You will not receive a payment at maturity with a value greater than your principal amount, plus accrued and unpaid interest. This will be the case even if the Final Stock Price exceeds the Initial Stock Price by a substantial amount.
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|
·
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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 all amounts due on the notes, 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.
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|
·
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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 Reference Stock or the securities held by the Reference Stock 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 Reference Stock 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 Reference Stock. 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.
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|
·
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Our initial estimated value of the notes is 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 exceeds 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.
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·
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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 pricing supplement is derived using our internal pricing models. This value is based on market conditions and other relevant factors, which include volatility of the Reference Stock, 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.
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·
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The terms of the notes were not determined by reference to the credit spreads for our conventional fixed-rate debt. — To determine the terms of the notes, 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 notes are less favorable to you than if we had used a higher funding rate.
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|
·
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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 underwriting discount and selling concessions, 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.
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|
·
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Owning the notes is not the same as owning shares of the Reference Stock or a security directly linked to the Reference Stock. — The return on your notes will not reflect the return you would realize if you actually owned shares of the Reference Stock or a security directly linked to the performance of the Reference Stock and held that investment for a similar period. Your notes may trade quite differently from the Reference Stock. Changes in the price of the Reference Stock may not result in comparable changes in the market value of your notes. Even if the price of the Reference Stock 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 Reference Stock increases. In addition, any dividends or other distributions paid on the Reference Stock will not be reflected in the amount payable on the notes.
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|
·
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You will have no ownership rights in the Reference Stock. — As a holder of the notes, you will not have any ownership interest or rights in the Reference Stock, such as voting rights or dividend payments. In addition, the Reference Stock Issuer will not have any obligation to consider your interests as a holder of the notes in taking any corporate action that might affect the value of the Reference Stock and the notes.
|
|
·
|
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 the NYSE Arca, the sponsor of the NYSE Arca Gold Miners Index (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 Reference Stock, 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 the index sponsor changes these policies, for example, by changing the manner in which it calculates the Underlying Index, or if the index sponsor discontinues or suspends the calculation or publication of the Underlying Index.
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|
·
|
Adjustments to the Reference Stock could adversely affect the notes. — Van Eck Associates Corporation (“Van Eck”), as the sponsor and advisor of the Reference Stock, is responsible for calculating and maintaining the Reference Stock. Van Eck can add, delete or substitute the stocks comprising the Reference Stock or make other methodological changes that could change the share price of the Reference Stock 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.
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|
We have no affiliation with the index sponsor and will not be responsible for its actions. — The sponsor of the Underlying Index is not our affiliate, and will not be involved in the offering of the notes in any way. Consequently, we have no control over the actions of the index sponsor, including any actions of the type that would require the calculation agent to adjust the payment to you at maturity. The index sponsor has no obligation of any sort with respect to the notes. Thus, the index sponsor 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 the index sponsor.
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|
·
|
We and our affiliates do not have any affiliation with the investment advisor or the Reference Stock Issuer and are not responsible for its public disclosure of information. — The investment advisor of the Reference Stock Issuer advises the Reference Stock Issuer on various matters, including matters relating to the policies, maintenance and calculation of the Reference Stock. We and our affiliates are not affiliated with the investment advisor or the Reference Stock Issuer in any way and have no ability to control or predict its actions, including any errors in or discontinuance of disclosure regarding the methods or policies relating to the Reference Stock. Neither the investment advisor nor the Reference Stock Issuer is involved in the offering of the notes in any way or has any obligation to consider your interests as an owner of the notes in taking any actions relating to the Reference Stock Issuer 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, the Reference Stock Issuer or the Reference Stock contained in any public disclosure of information. You, as an investor in the notes, should make your own investigation into the Reference Stock Issuer.
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|
·
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The correlation between the performance of the Reference Stock and the performance of the Underlying Index may be imperfect. — The performance of the Reference Stock 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 Reference Stock may correlate imperfectly with the return on the Underlying Index.
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|
·
|
The Reference Stock is subject to management risks. — The Reference Stock 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 Reference Stock Issuer’s assets in securities not included in the relevant industry or sector but which the investment advisor believes will help the Reference Stock track the relevant industry or sector.
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|
·
|
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.
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|
·
|
Hedging and trading activities. — We or any of our affiliates may have carried out or may carry out hedging activities related to the notes, including in the Reference Stock, the securities that it holds, or instruments related to the Reference Stock. We or our affiliates may also trade in the Reference Stock, such securities, or instruments related to the Reference Stock 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 the payments on the notes.
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|
·
|
Many economic and market factors will influence the value of the notes. — In addition to the price of the Reference Stock 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.
|
|
·
|
The holdings of the Reference Stock are concentrated in the gold and silver mining industries. — All or substantially all of the equity securities held by the Reference Stock are issued by gold or silver mining companies. An investment in the notes linked to the Reference Stock will be concentrated in the gold and silver mining industries. As a result of being linked to a single industry or sector, the notes may have increased volatility as the share price of the Reference Stock may be more susceptible to adverse factors that affect that industry or sector. Competitive pressures may have a significant effect on the financial condition of companies in these industries.
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|
·
|
Relationship to gold and silver bullion. — The Reference Stock invests in shares of gold and silver mining companies, but not in gold bullion or silver bullion. The Reference Stock may under- or over-perform gold bullion and/or silver bullion over the term of the notes.
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|
·
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You must rely on your own evaluation of the merits of an investment linked to the Reference Stock. — In the ordinary course of their businesses, our affiliates from time to time may express views on expected movements in the price of the Reference Stock or the securities held by the Reference Stock. One or more of our affiliates have published, and in the future may publish, research reports that express views on the Reference Stock or these securities. However, these views are subject to change from time to time. Moreover, other professionals who deal in the markets relating to Reference Stock at any time may have significantly different views from those of our affiliates. You are encouraged to derive information concerning the Reference Stock from multiple sources, and you should not rely on the views expressed by our affiliates.
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|
·
|
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.
|
Hypothetical Final
Stock Price
|
Hypothetical Final
Stock Price
Expressed as a
Percentage of the
Initial Stock Price
|
Payment at Maturity
|
||
(i) if the closing market price
of the Reference Stock does
not fall below the Trigger
Price on any day during the
Monitoring Period
|
(ii) if the closing market price of the
Reference Stock falls below the
Trigger Price on any day during the
Monitoring Period
|
Total Value of
Payment
Received at
Maturity*
|
||
$150.00
|
150.00%
|
$1,000.00
|
$1,000.00
|
$1,000.00
|
$125.00
|
125.00%
|
$1,000.00
|
$1,000.00
|
$1,000.00
|
$110.00
|
110.00%
|
$1,000.00
|
$1,000.00
|
$1,000.00
|
$100.00
|
100.00%
|
$1,000.00
|
$1,000.00
|
$1,000.00
|
$90.00
|
90.00%
|
$1,000.00
|
10 shares of the Reference Stock or
the Cash Delivery Amount
|
$900.00
|
$85.00
|
85.00%
|
$1,000.00
|
10 shares of the Reference Stock or
the Cash Delivery Amount
|
$850.00
|
$75.00
|
75.00%
|
$1,000.00
|
10 shares of the Reference Stock or
the Cash Delivery Amount
|
$750.00
|
$70.00
|
70.00%
|
$1,000.00
|
10 shares of the Reference Stock or
the Cash Delivery Amount
|
$700.00
|
$65.00
|
65.00%
|
$1,000.00
|
10 shares of the Reference Stock or
the Cash Delivery Amount
|
$650.00
|
$50.00
|
50.00%
|
N/A
|
10 shares of the Reference Stock or
the Cash Delivery Amount
|
$500.00
|
$25.00
|
25.00%
|
N/A
|
10 shares of the Reference Stock or
the Cash Delivery Amount
|
$250.00
|
$0.00
|
0.00%
|
N/A
|
10 shares of the Reference Stock or
the Cash Delivery Amount
|
$0.00
|
RevEx Number
|
Reference Stock
Issuer
|
Interest Rate
per Annum
|
Treated as an
Interest Payment
|
Treated as Payment for the Put Option
|
0876
|
Market Vectors® Gold Miners ETF
|
7.25%
|
0.57%
|
6.68%
|
·
|
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.
|
|
(1)
|
the weight of any single component security may not account for more than 20% of the total value of the Underlying Index;
|
|
(2)
|
the component securities are split into two subgroups–large and small, which are ranked by market capitalization weight in the Underlying Index. Large securities are defined as having a starting index weight greater than or equal to 5%. Small securities are defined as having a starting index weight below 5%; and
|
|
(3)
|
the final aggregate weight of those component securities which individually represent more than 4.5% of the total value of the Underlying Index may not account for more than 45% of the total index value.
|
High (in $)
|
Low (in $)
|
|||
2011
|
First Quarter
|
60.79
|
53.12
|
|
Second Quarter
|
63.95
|
51.80
|
||
Third Quarter
|
66.69
|
53.75
|
||
Fourth Quarter
|
63.32
|
50.07
|
||
2012
|
First Quarter
|
57.47
|
48.75
|
|
Second Quarter
|
50.37
|
39.34
|
||
Third Quarter
|
54.81
|
40.70
|
||
Fourth Quarter
|
54.25
|
44.85
|
||
2013
|
First Quarter
|
47.09
|
35.91
|
|
Second Quarter
|
37.45
|
22.22
|
||
Third Quarter
|
30.43
|
22.90
|
||
Fourth Quarter
|
26.52
|
20.39
|
||
2014
|
First Quarter
|
27.73
|
21.27
|
|
Second Quarter
|
26.45
|
22.04
|
||
Third Quarter
|
27.43
|
21.36
|
||
Fourth Quarter
|
21.94
|
16.59
|
||
2015
|
First Quarter
|
22.94
|
17.67
|
|
Second Quarter
|
20.82
|
17.76
|
||
Third Quarter (through the pricing date)
|
17.85
|
13.57
|