·
|
This pricing supplement relates to four separate note offerings. Each issue of the notes is linked to one, and only one, Reference Stock named below. We refer to the shares of the Reference Stock Issuer as the “Reference Stock.” You may participate in one or more of the offerings at your election. This pricing supplement does not, however, allow you to purchase a single note linked to a basket of the Reference Stocks described below.
|
·
|
The notes are designed for investors who are seeking fixed periodic interest payments of the principal amount per month, as well as a return of principal if the closing price of the applicable Reference Stock on any monthly Call Date is greater than 110% of its Initial Stock Price (the “Call Level”). Investors should be willing to have their notes automatically redeemed prior to maturity and be willing to lose some or all of their principal at maturity.
|
·
|
The notes will bear interest at the applicable rate set forth below per month. Interest will be payable on the final business day of each month, beginning on August 31, 2016, and until the maturity date, subject to the automatic redemption feature.
|
·
|
If on any Call Date, the closing price of the applicable Reference Stock is greater than the Call Level, the notes will be automatically called. On the applicable Call Settlement Date, for each $1,000 principal amount, investors will receive the principal amount plus the applicable interest payment.
|
·
|
The notes do not guarantee any return of principal at maturity. Instead, if the notes are not automatically called, the payment at maturity will be based on the Final Stock Price of the applicable Reference Stock and whether the closing price of that Reference Stock has declined from the Initial Stock Price below the Trigger Price during the Monitoring Period (a "Trigger Event"), as described below.
|
·
|
If the notes are not automatically redeemed, a Trigger Event has occurred, and the Final Stock Price is lower than the Initial Stock Price on the Valuation Date, investors will be subject to one-for-one loss of the principal amount of the notes for any percentage decrease from the Initial Stock Price to the Final Stock Price. In such a case, you will receive a cash amount at maturity that is less than the principal amount.
|
·
|
The notes will not be listed on any securities exchange.
|
·
|
All payments on the notes are subject to the credit risk of Bank of Montreal.
|
·
|
The notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000.
|
·
|
Our subsidiary, BMO Capital Markets Corp. (“BMOCM”), is the agent for this offering. See “Supplemental Plan of Distribution (Conflicts of Interest)” below.
|
Pricing Date: On or about July 26, 2016
|
Maturity Date: On or about July 31, 2017
|
Settlement Date: On or about July 29, 2016
|
Call Level: 110% of the applicable Initial Stock Price
|
Valuation Date: On or about July 26, 2017
|
Autocallable
RevEx
Number
|
Reference Stock Issuer
|
Ticker
Symbol
|
Principal
Amount
|
Initial
Stock
Price
|
Trigger
Price
|
Interest
Rate (per
month)
|
CUSIP
|
Price to
Public(1)
|
Agent’s
Commission(1)
|
Proceeds
to Bank of
Montreal
|
0173
|
SPDR® S&P® Oil & Gas Exploration & Production ETF
|
XOP
|
[●]
|
[●]
|
[●], 70% of the Initial Price
|
0.95%
|
06367TGP9
|
100%
|
0.60%
US$[●]
|
99.40%
US$[●]
|
0174
|
VanEck VectorsTM Gold Miners ETF
|
GDX
|
[●]
|
[●]
|
[●], 65% of the Initial Price
|
1.05%
|
06367TGQ7
|
100%
|
0.60%
US$[●]
|
99.40%
US$[●]
|
0175
|
iShares® Nasdaq Biotechnology ETF
|
IBB
|
[●]
|
[●]
|
[●], 75% of the Initial Price
|
0.675%
|
06367TGR5
|
100%
|
0.60%
US$[●]
|
99.40%
US$[●]
|
0176
|
iShares® Silver Trust
|
SLV
|
[●]
|
[●]
|
[●], 77.5% of the Initial Price
|
0.525%
|
06367TGS3
|
100%
|
0.60%
US$[●]
|
99.40%
US$[●]
|
General:
|
This pricing supplement relates to four separate offerings of notes. Each offering is a separate offering of notes linked to one, and only one, Reference Stock. If you wish to participate in more than one of the offerings, you must purchase each of the notes separately. The notes offered by this pricing supplement do not represent notes linked to a basket of the Reference Stocks.
|
Interest Payment Dates:
|
Interest will be payable on the final business day of each month, beginning on August 31, 2016, and until the maturity date, subject to the automatic redemption feature.
|
Automatic Redemption:
|
If, on any Call Date, the closing price of the applicable Reference Stock is greater than the Call Level, the notes will be automatically redeemed.
|
Payment upon Automatic
Redemption:
|
If the notes are automatically redeemed, then, on the applicable Call Settlement Date, for each $1,000 principal amount, investors will receive the principal amount plus the applicable interest payment.
|
Call Dates:
|
February 23, 2017, March 28, 2017, April 25, 2017, May 25, 2017, June 27, 2017 and July 26, 2017.
|
Call Settlement Dates:
|
The third business day following the applicable Call Date.
|
Payment at Maturity:
|
If the notes are not automatically redeemed, the payment at maturity for the notes is based on the performance of the applicable Reference Stock. You will receive $1,000 for each $1,000 in principal amount of the note, unless (a) a Trigger Event has occurred and (b) the Final Stock Price is less than the Initial Stock Price.
|
If a Trigger Event has occurred, and if the Final Stock Price is less than the Initial Stock Price, you will receive at maturity, for each $1,000 in principal amount of your notes, a cash amount equal to:
$1,000 + [$1,000 x (Percentage Change)]
This amount will be less than the principal amount of your notes, and may be zero.
You will receive the applicable interest payment at maturity, whether or not a Trigger Event has occurred.
|
|
Trigger Event:
|
A Trigger Event will be deemed to occur if the closing price of the applicable Reference Stock is less than the Trigger Price on any trading day during the Monitoring Period.
|
Monitoring Period:
|
The period from the Pricing Date to and including the Valuation Date.
|
Percentage Change:
|
Final Stock Price - Initial Stock Price
|
, expressed as a percentage
|
|
Initial Stock Price
|
Initial Stock Price:
|
The closing price of the applicable 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.
|
Call Level:
|
110% of the applicable Initial Stock Price.
|
Final Stock Price:
|
The closing price of the applicable Reference Stock on the Valuation Date.
|
Pricing Date:
|
On or about July 26, 2016
|
Settlement Date:
|
On or about July 29, 2016
|
Valuation Date:
|
On or about July 26, 2017
|
Maturity Date:
|
On or about July 31, 2017
|
Physical Delivery Amount:
|
We will only pay cash on the maturity date, and you will have no right to receive any shares of the applicable Reference Stock.
|
Calculation Agent:
|
BMOCM
|
Selling Agent:
|
BMOCM
|
Reference Stock:
|
SPDR® S&P® Oil & Gas Exploration & Production ETF (NYSE Arca symbol: XOP). See the section below entitled “The Reference Stocks— SPDR® S&P® Oil & Gas Exploration & Production ETF” for additional information about this Reference Stock.
|
Interest Rate:
|
0.95% of the principal amount per month unless earlier redeemed. Accordingly, each interest payment will equal $9.50 for each $1,000 in principal amount per month.
|
Trigger Price:
|
70% of the Initial Level
|
CUSIP:
|
06367TGP9
|
Reference Stock:
|
VanEck VectorsTM Gold Miners ETF (NYSE Arca symbol: GDX). See the section below entitled “The Reference Stocks— VanEck VectorsTM Gold Miners ETF” for additional information about this Reference Stock.
|
Interest Rate:
|
1.05% of the principal amount per month unless earlier redeemed. Accordingly, each interest payment will equal $10.50 for each $1,000 in principal amount per month.
|
Trigger Price:
|
65% of the Initial Level
|
CUSIP:
|
06367TGQ7
|
Reference Stock:
|
iShares® Nasdaq Biotechnology ETF (NYSE Arca symbol: IBB). See the section below entitled “The Reference Stocks— iShares® Nasdaq Biotechnology ETF” for additional information about this Reference Stock.
|
Interest Rate:
|
0.675% of the principal amount per month unless earlier redeemed. Accordingly, each interest payment will equal $6.75 for each $1,000 in principal amount per month.
|
Trigger Price:
|
75% of the Initial Level
|
CUSIP:
|
06367TGR5
|
Reference Stock:
|
iShares® Silver Trust ETF (NYSE Arca symbol: SLV). See the section below entitled “The Reference Stocks— iShares® Silver Trust ETF” for additional information about this Reference Stock.
|
Interest Rate:
|
0.525% of the principal amount per month unless earlier redeemed. Accordingly, each interest payment will equal $5.25 for each $1,000 in principal amount per month.
|
Trigger Price:
|
77.50% of the Initial Level
|
CUSIP:
|
06367TGS3
|
|
·
|
Product supplement dated October 1, 2015:
|
|
·
|
Prospectus supplement dated June 27, 2014:
|
|
·
|
Prospectus dated June 27, 2014:
|
|
·
|
Your investment in the notes may result in a loss. — The notes do not guarantee any return of principal. If the notes are not automatically redeemed, the payment at maturity will be based on the Final Stock Price and whether a Trigger Event has occurred. If a Trigger Event has occurred, and if the Final Stock Price is less than the Initial Stock Price, you will be subject to a one-for-one loss of the principal amount of the notes for any Percentage Change from the Initial Stock Price. In such a case, you will receive at maturity a cash payment that is 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.
|
|
·
|
The protection provided by the Trigger Price may terminate on any day during the Monitoring Period. — If the closing price of the applicable 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 applicable 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 applicable Reference Stock increases above the Trigger Price.
|
|
·
|
Your notes are subject to automatic early redemption. — We will redeem the notes if the closing price of the applicable Reference Stock on any Call Date is greater than the Call Level. Following an automatic redemption, you may not be able to reinvest your proceeds in an investment with returns that are comparable to the notes.
|
|
·
|
Your return on the notes is limited to the applicable interest payments, regardless of any appreciation in the value of the applicable Reference Stock. — You will not receive a payment at maturity with a value greater than your principal amount plus the final interest payment. In addition, if the notes are automatically called, you will not receive a payment greater than the principal amount plus the applicable interest payment, even if the Final Stock Price exceeds the Call Level by a substantial amount. Accordingly, your maximum return for each $1,000 in principal amount of the notes is equal to the 12 monthly payments of $9.50, or $114.00, a 11.40% return for notes linked to the SPDR® S&P® Oil & Gas Exploration & Production ETF, $10.50, or $126.00, a 12.60% return for notes linked to VanEck VectorsTM Gold Miners ETF, $6.75, or $81.00, a 8.10% return for notes linked to the iShares® Nasdaq Biotechnology ETF, and $5.25, or $63.00, a 6.30% return for notes linked to the iShares® Silver Trust ETF.
|
|
·
|
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.
|
|
·
|
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 Stocks or the securities or other assets held by the Reference Stocks 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 Stocks 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 Stocks. 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 each of these notes may be as low as the applicable 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 each 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 applicable 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 each 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. The value of each of the notes after the Pricing Date is not expected to correlate with one another. 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 values do 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 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.
|
|
·
|
Owning the notes is not the same as owning shares of the applicable Reference Stock or a security directly linked to the applicable Reference Stock. — The return on your notes will not reflect the return you would realize if you actually owned shares of the applicable Reference Stock or a security directly linked to the performance of the applicable Reference Stock and held that investment for a similar period. Your notes may trade quite differently from the applicable Reference Stock. Changes in the price of the applicable Reference Stock may not result in comparable changes in the market value of your notes. Even if the price of the applicable 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 applicable Reference Stock increases. In addition, any dividends or other distributions paid on the applicable Reference Stock will not be reflected in the amount payable on the notes.
|
|
·
|
You will not have any shareholder rights and will have no right to receive any shares of the applicable Reference Stock at maturity. — Investing in your notes will not make you a holder of any shares of the applicable Reference Stock, or any securities or other assets held by the applicable Reference Stock. 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 those securities or assets.
|
|
·
|
No Delivery of Shares of the applicable Reference Stock. — The notes will be payable only in cash. You should not invest in the notes if you seek to have the shares of the applicable Reference Stock delivered to you at maturity.
|
|
·
|
Changes that affect the applicable Underlying Index will affect the market value of the notes, whether the notes will be automatically called, and the amount you will receive at maturity. — The policies of applicable index sponsor, S&P Dow Jones Indices LLC (“S&P”) for the Underlying Index of the SPDR® S&P® Oil & Gas Exploration & Production ETF, NYSE Arca for the Underlying Index of the VanEck VectorsTM Gold Miners ETF, and NASDAQ (“NASDAQ”) for the Underlying Index of the iShares® Nasdaq Biotechnology ETF concerning the calculation of the applicable Underlying Index, additions, deletions or substitutions of the components of the applicable Underlying Index and the manner in which changes affecting those components, such as stock dividends, reorganizations or mergers, may be reflected in the applicable Underlying Index and, therefore, could affect the share price of the applicable Reference Stock, the amount payable on the notes at maturity, whether the notes are automatically called, 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 applicable index sponsor changes these policies, for example, by changing the manner in which it calculates the applicable Underlying Index, or if the applicable index sponsor discontinues or suspends the calculation or publication of the applicable Underlying Index.
|
|
·
|
Adjustments to the applicable Reference Stock could adversely affect the notes. — The sponsor and advisor of the applicable Reference Stock (which is (a) SSgA Funds Management, Inc. (“SSFM”) for the SPDR® S&P® Oil & Gas Exploration & Production ETF, (b) Van Eck Associates Corporation (“Van Eck”) for the VanEck VectorsTM Gold Miners ETF, (c) BlackRock, Inc. (collectively with its affiliates, “BlackRock”) for the iShares® Nasdaq Biotechnology ETF, and (d) iShares® Delaware Trust Sponsor LLC for the iShares® Silver Trust ETF) is responsible for calculating and maintaining the applicable Reference Stock. The sponsor and advisor of the applicable Reference Stock can add, delete or substitute the stocks or other assets comprising the applicable Reference Stock or make other methodological changes that could change the share price of the applicable 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.
|
|
·
|
We have no affiliation with the index sponsor of the applicable Underlying Index and will not be responsible for its actions. — The sponsor of the applicable Underlying Index is not our affiliate, and will not be involved in the offerings of the notes in any way. Consequently, we have no control over the actions of the index sponsor of the applicable Underlying Index, including any actions of the type that would require the calculation agent to adjust the payment to you at maturity. The index sponsor of the applicable Underlying Index has no obligation of any sort with respect to the notes. Thus, the index sponsor of the applicable Underlying Index 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 of the applicable Underlying Index.
|
|
·
|
We and our affiliates do not have any affiliation with the applicable investment advisor or the applicable Reference Stock Issuer and are not responsible for their public disclosure of information. — The investment advisor of the applicable Reference Stock Issuer advises the applicable Reference Stock Issuer on various matters, including matters relating to the policies, maintenance and calculation of the applicable Reference Stock. We and our affiliates are not affiliated with the applicable investment advisor or the applicable 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 applicable Reference Stock. Neither the applicable investment advisor nor the applicable Reference Stock Issuer is involved in the offerings 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 applicable 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 applicable investment advisor, the applicable Reference Stock Issuer or the applicable Reference Stock contained in any public disclosure of information. You, as an investor in the notes, should make your own investigation into the applicable Reference Stock Issuer.
|
|
·
|
The correlation between the performance of the applicable Reference Stock and the performance of the applicable Underlying Index may be imperfect. — The performance of the applicable Reference Stock is linked principally to the performance of the applicable Underlying Index, or, in the case of SLV, the price of silver. However, because of the potential discrepancies identified in more detail in the product supplement, the return on the applicable Reference Stock may correlate imperfectly with the return on the applicable Underlying Index or the price of silver, as applicable.
|
|
·
|
The applicable Reference Stock is subject to management risks. — The applicable Reference Stock is subject to management risk, which is the risk that the applicable 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 applicable investment advisor for XOP, GDX or IBB may invest a portion of the applicable Reference Stock Issuer’s assets in securities not included in the relevant industry or sector but which the applicable investment advisor believes will help the applicable Reference Stock 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 in the applicable Reference Stock, the securities or other assets that it holds, or instruments related to the applicable Reference Stock. We or our affiliates may also trade in the applicable Reference Stock, such securities or assets, or instruments related to the applicable 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.
|
|
·
|
Many economic and market factors will influence the value of the notes. — In addition to the price of the applicable 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.
|
|
·
|
You must rely on your own evaluation of the merits of an investment linked to the applicable 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 applicable Reference Stock or the securities or other assets held by the applicable Reference Stock. One or more of our affiliates have published, and in the future may publish, research reports that express views on the applicable Reference Stock or these securities or assets. However, these views are subject to change from time to time. Moreover, other professionals who deal in the markets relating to applicable Reference Stock at any time may have significantly different views from those of our affiliates. You are encouraged to derive information concerning the applicable Reference Stock from multiple sources, and you should not rely on the views expressed by our affiliates.
|
|
·
|
Significant aspects of the tax treatment of the notes are uncertain. — The tax treatment of each 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 each of the notes, and the Internal Revenue Service or a court may not agree with the tax treatment described in this pricing supplement.
|
|
·
|
The stocks included in the Underlying Index of SPDR® S&P® Oil & Gas Exploration & Production ETF are concentrated in one sector. — All of the stocks included in the applicable Underlying Index are issued by companies in the oil and gas exploration and production sector. As a result, the stocks that will determine the performance of the applicable Underlying Index, which the applicable Reference Stock seeks to replicate, are concentrated in one sector. Although an investment in the notes will not give holders any ownership or other direct interests in the stocks comprising the applicable Underlying Index, the return on an investment in the notes will be subject to certain risks associated with a direct equity investment in companies in the oil and gas exploration and production sector. Accordingly, by investing in the notes, you will not benefit from the diversification which could result from an investment linked to companies that operate in multiple sectors.
|
|
·
|
The issuers of the stocks held by the applicable Reference Stock and included in the applicable Underlying Index develop and produce, among other things, crude oil and natural gas, and provide, among other things, drilling services and other services related to oil and gas production and distribution. Stock prices for these types of companies are affected by supply and demand both for their specific product or service and for oil and gas products in general. The price of oil and gas, exploration and production spending, government regulation, world events and economic conditions will likewise affect the performance of these companies. Correspondingly, the stocks of companies in this sector are subject to swift price fluctuations caused by events relating to international politics, energy conservation, the success of exploration projects and tax and other governmental regulatory policies. Weak demand for the companies’ products or services or for oil and gas products and services in general, as well as negative developments in these other areas, would adversely impact the value of the stocks held by the applicable Reference Stock and included in the applicable Underlying Index, the market price of the applicable Reference Stock, and the value of the notes.
|
|
·
|
The holdings of the VanEck VectorsTM Gold Miners ETF are concentrated in the gold and silver mining industries. — All or substantially all of the equity securities held by the applicable Reference Stock are issued by gold or silver mining companies. An investment in the notes linked to the applicable 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 applicable 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.
|
|
·
|
Relationship to gold and silver bullion. — The applicable Reference Stock invests in shares of gold and silver mining companies, but not in gold bullion or silver bullion. The applicable Reference Stock may under- or over-perform gold bullion and/or silver bullion over the term of the notes.
|
|
·
|
The stocks included in the Underlying Index are concentrated in one sector. — All of the stocks included in the applicable Underlying Index are issued by companies in the biotechnology sector. As a result, the stocks that will determine the performance of the applicable Underlying Index, which the applicable Reference Stock seeks to replicate, are concentrated in one sector. Although an investment in the notes will not give holders any ownership or other direct interests in the stocks comprising the applicable Underlying Index, the return on an investment in the notes will be subject to certain risks associated with a direct equity investment in companies in the biotechnology sector. Accordingly, by investing in the notes, you will not benefit from the diversification which could result from an investment linked to companies that operate in multiple sectors.
|
|
·
|
Risks associated with the biotechnology and pharmaceutical industries. — The applicable Reference Stock invests in biotechnology and pharmaceutical companies. Market or economic factors impacting biotechnology and pharmaceutical companies and companies that rely heavily on the healthcare industry could have a major effect on the value of the applicable Reference Stock’s investments. The healthcare sector may be affected by government regulations and government healthcare programs, increases or decreases in the cost of medical products and services and product liability claims, among other factors. Many healthcare companies are heavily dependent on patent protection, and the expiration of a patent may adversely affect their profitability. Healthcare companies are subject to competitive forces that may result in price discounting, and may be thinly capitalized and susceptible to product obsolescence. Companies in the pharmaceuticals industry may be affected by industry competition, dependencies on a limited number of products, obsolescence of products, government approvals and regulations, loss or impairment of intellectual property rights and litigation regarding product liability. As a result, the applicable Reference Stock will be more volatile than an exchange-traded fund whose sector(s) is more diversified.
|
|
·
|
The share price of the Reference Stock is linked closely to the price of silver, which may change unpredictably and affect the value of the notes in unforeseeable ways. — The Reference Stock attempts to mirror as closely as possible, before fees and expenses, the performance of the price of silver bullion. As a result, the value of the shares of the Reference Stock relates directly to the value of the silver held by the Reference Stock. The silver markets are generally subject to temporary distortions or other disruptions due to various factors, including a lack of liquidity in the markets, the participation of speculators, and government regulation and intervention.
|
|
·
|
Investing in the Reference Stock is not the same as investing directly in silver. — The performance of the Reference Stock may not fully replicate the performance of the price of silver due to the fees and expenses charged by the sponsor of the Reference Stock, liabilities of the Reference Stock, restrictions on access to silver, or other circumstances. The Reference Stock does not generate any income and as the Reference Stock regularly sells silver to pay for its ongoing expenses and liabilities, the amount of silver represented by each share of the Reference Stock has gradually declined over time. The Reference Stock sells silver to pay expenses and liabilities on an ongoing basis irrespective of whether the trading price of the shares rises or falls in response to changes in the price of silver. The sale of the Reference Stock’s silver to pay expenses at a time of low silver prices could adversely affect the value of the Reference Stock. Additionally, there is a risk that part or all of the Reference Stock’s silver could be lost, damaged or stolen due to war, terrorism, theft, natural disaster or other events.
|
|
·
|
Changes in the methodology used to calculate the silver spot price or changes in laws or regulations which affect the price of silver may affect the value of the notes. — The objective of the SLV is to reflect the performance of the price of silver. As a result, any disruptions affecting the processes how the market determines the price of silver will have an effect on the value of this Reference Stock. Until August 2014, the SLV used for the daily valuation of its silver and the computation of its net asset value the price of silver set by three market-making members of the London Bullion Market Association (the “LBMA”) at approximately 12:00 p.m. (London time) (the “London Fix”). In August 2014, the London Fix was discontinued, and the LBMA Silver Price (discussed below) became the new daily price of silver determined and disseminated under the auspices of the LBMA shortly after 12:00 p.m. (London time), on each relevant day
|
Hypothetical Final
Stock Price
|
Hypothetical Final Stock Price
Expressed as a Percentage of the
Initial Stock Price
|
Payment at Maturity (Excluding Interest Payments)
|
|
(i) if the closing market price of
the applicable Reference Stock
does not fall below the Trigger
Price on any day during the
Monitoring Period
|
(ii) if the closing market price
of the applicable Reference
Stock falls below the Trigger
Price on any day during the
Monitoring Period
|
||
$150.00
|
150.00%
|
$1,000.00
|
$1,000.00
|
$125.00
|
125.00%
|
$1,000.00
|
$1,000.00
|
$110.00
|
110.00%
|
$1,000.00
|
$1,000.00
|
$100.00
|
100.00%
|
$1,000.00
|
$1,000.00
|
$90.00
|
90.00%
|
$1,000.00
|
$900.00
|
$80.00
|
80.00%
|
$1,000.00
|
$800.00
|
$75.00
|
75.00%
|
$1,000.00
|
$750.00
|
$70.00
|
70.00%
|
$1,000.00
|
$700.00
|
$65.00
|
65.00%
|
N/A
|
$650.00
|
$50.00
|
50.00%
|
N/A
|
$500.00
|
$25.00
|
25.00%
|
N/A
|
$250.00
|
$0.00
|
0.00%
|
N/A
|
$0.00
|
Autocallable
RevEx Number
|
Reference Stock
Issuer
|
Interest Rate
per Annum
|
Treated as an
Interest Payment
|
Treated as Payment
for the Put Option
|
0173
|
SPDR® S&P® Oil & Gas Exploration & Production ETF
|
11.40%
|
[●]%
|
[●]%
|
0174
|
VanEck VectorsTM Gold Miners ETF
|
12.60%
|
[●]%
|
[●]%
|
0175
|
iShares® Nasdaq Biotechnology ETF
|
8.10%
|
[●]%
|
[●]%
|
0176
|
iShares® Silver Trust
|
6.30%
|
[●]%
|
[●]%
|
·
|
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.
|
|
·
|
float-adjusted market capitalization above US$500 million and float-adjusted liquidity ratio above 90%; or
|
|
·
|
float-adjusted market capitalization above US$400 million and float-adjusted liquidity ratio above 150%.
|
|
·
|
Market Capitalization: Float-adjusted market capitalization should be at least US$400 million for inclusion in the Underlying Index. Existing index components must have a float-adjusted market capitalization of US$300 million to remain in the Underlying Index at each rebalancing.
|
|
·
|
Liquidity: The liquidity measurement used is a liquidity ratio, defined as dollar value traded over the previous 12-months divided by the float-adjusted market capitalization as of the Underlying Index rebalancing reference date. Stocks having a float-adjusted market capitalization above US$500 million must have a liquidity ratio greater than 90% to be eligible for addition to the Underlying Index. Stocks having a float-adjusted market capitalization between US$400 and US$500 million must have a liquidity ratio greater than 150% to be eligible for addition to the Underlying Index. Existing index constituents must have a liquidity ratio greater than 50% to remain in the Underlying Index at the quarterly rebalancing. The length of time to evaluate liquidity is reduced to the available trading period for IPOs or spin-offs that do not have 12 months of trading history.
|
|
·
|
Takeover Restrictions: At the discretion of S&P, constituents with shareholder ownership restrictions defined in company bylaws may be deemed ineligible for inclusion in the Underlying Index. Ownership restrictions preventing entities from replicating the index weight of a company may be excluded from the eligible universe or removed from the Underlying Index.
|
|
·
|
Turnover: S&P believes turnover in index membership should be avoided when possible. At times, a company may appear to temporarily violate one or more of the addition criteria. However, the addition criteria are for addition to the Underlying Index, not for continued membership. As a result, an index constituent that appears to violate the criteria for addition to the Underlying Index will not be deleted unless ongoing conditions warrant a change in the composition of the Underlying Index.
|
High (in $)
|
Low (in $)
|
|||
2008
|
First Quarter
|
55.79
|
45.14
|
|
Second Quarter
|
71.38
|
54.47
|
||
Third Quarter
|
71.06
|
42.70
|
||
Fourth Quarter
|
43.38
|
23.01
|
||
2009
|
First Quarter
|
33.47
|
23.41
|
|
Second Quarter
|
38.25
|
27.58
|
||
Third Quarter
|
39.61
|
28.51
|
||
Fourth Quarter
|
43.37
|
36.91
|
||
2010
|
First Quarter
|
44.07
|
39.22
|
|
Second Quarter
|
45.83
|
38.57
|
||
Third Quarter
|
42.85
|
38.03
|
||
Fourth Quarter
|
52.71
|
42.17
|
||
2011
|
First Quarter
|
64.44
|
52.75
|
|
Second Quarter
|
64.97
|
54.71
|
||
Third Quarter
|
65.21
|
42.86
|
||
Fourth Quarter
|
57.56
|
39.99
|
||
2012
|
First Quarter
|
61.34
|
52.67
|
|
Second Quarter
|
57.85
|
45.20
|
||
Third Quarter
|
59.35
|
48.73
|
||
Fourth Quarter
|
57.38
|
50.69
|
||
2013
|
First Quarter
|
62.10
|
55.10
|
|
Second Quarter
|
62.61
|
54.71
|
||
Third Quarter
|
66.47
|
58.62
|
||
Fourth Quarter
|
72.74
|
65.02
|
||
2014
|
First Quarter
|
71.83
|
64.04
|
|
Second Quarter
|
83.45
|
71.19
|
||
Third Quarter
|
82.08
|
68.83
|
||
Fourth Quarter
|
66.84
|
42.75
|
||
2015
|
First Quarter
|
53.94
|
42.55
|
|
Second Quarter
|
55.63
|
46.43
|
||
Third Quarter
|
45.22
|
31.71
|
||
Fourth Quarter
|
40.53
|
28.64
|
||
2016
|
First Quarter
|
30.96
|
23.60
|
|
Second Quarter (through June 29, 2016)
|
37.50
|
29.23
|
|
(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 $)
|
|||
2008
|
First Quarter
|
56.42
|
46.75
|
|
Second Quarter
|
51.43
|
42.53
|
||
Third Quarter
|
50.84
|
28.10
|
||
Fourth Quarter
|
33.77
|
16.37
|
||
2009
|
First Quarter
|
38.57
|
28.20
|
|
Second Quarter
|
44.55
|
30.97
|
||
Third Quarter
|
48.00
|
35.14
|
||
Fourth Quarter
|
54.78
|
41.87
|
||
2010
|
First Quarter
|
50.17
|
40.24
|
|
Second Quarter
|
54.06
|
46.40
|
||
Third Quarter
|
56.66
|
47.09
|
||
Fourth Quarter
|
63.80
|
54.28
|
||
2011
|
First Quarter
|
60.80
|
53.12
|
|
Second Quarter
|
63.95
|
51.78
|
||
Third Quarter
|
66.63
|
53.74
|
||
Fourth Quarter
|
63.30
|
50.06
|
||
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
|
17.85
|
13.04
|
||
Fourth Quarter
|
16.90
|
13.08
|
||
2016
|
First Quarter
|
20.86
|
12.47
|
|
Second Quarter (through June 29, 2016)
|
27.15
|
19.53
|
|
·
|
the security’s U.S. listing must be exclusively on the NASDAQ Global Select Market or the NASDAQ Global Market (unless the security was dually listed on another U.S. market prior to January 1, 2004 and has continuously maintained such listing);
|
|
·
|
the issuer of the security must be classified according to the Industry Classification Benchmark as either Biotechnology or Pharmaceuticals;
|
|
·
|
the security may not be issued by an issuer currently in bankruptcy proceedings;
|
|
·
|
the security must have a market capitalization of at least $200 million;
|
|
·
|
the security must have an average daily trading volume of at least 100,000 shares;
|
|
·
|
the issuer of the security may not have entered into a definitive agreement or other arrangement which would likely result in the security no longer being eligible for inclusion in the NASDAQ Biotechnology Index®;
|
|
·
|
the issuer of the security may not have annual financial statements with an audit opinion that is currently withdrawn; and
|
|
·
|
the issuer of the security must have “seasoned” on NASDAQ, the New York Stock Exchange or NYSE MKT (generally, a company is considered to be seasoned if it has been listed on a market for at least three full months, excluding the first month of initial listing).
|
High (in $)
|
Low (in $)
|
|||
2008
|
First Quarter
|
83.25
|
69.80
|
|
Second Quarter
|
80.89
|
75.68
|
||
Third Quarter
|
90.32
|
77.52
|
||
Fourth Quarter
|
80.74
|
60.64
|
||
2009
|
First Quarter
|
74.49
|
59.05
|
|
Second Quarter
|
72.98
|
63.11
|
||
Third Quarter
|
83.61
|
69.30
|
||
Fourth Quarter
|
82.55
|
73.31
|
||
2010
|
First Quarter
|
93.38
|
81.63
|
|
Second Quarter
|
92.70
|
77.52
|
||
Third Quarter
|
87.02
|
75.69
|
||
Fourth Quarter
|
94.72
|
85.73
|
||
2011
|
First Quarter
|
100.16
|
92.67
|
|
Second Quarter
|
109.50
|
100.89
|
||
Third Quarter
|
109.60
|
84.77
|
||
Fourth Quarter
|
104.35
|
89.12
|
||
2012
|
First Quarter
|
124.09
|
104.87
|
|
Second Quarter
|
129.98
|
117.74
|
||
Third Quarter
|
144.74
|
129.47
|
||
Fourth Quarter
|
147.18
|
128.41
|
||
2013
|
First Quarter
|
159.93
|
141.62
|
|
Second Quarter
|
186.18
|
159.48
|
||
Third Quarter
|
211.33
|
178.26
|
||
Fourth Quarter
|
227.24
|
194.50
|
||
2014
|
First Quarter
|
273.23
|
223.82
|
|
Second Quarter
|
257.03
|
215.37
|
||
Third Quarter
|
279.29
|
243.07
|
||
Fourth Quarter
|
317.20
|
255.27
|
||
2015
|
First Quarter
|
366.52
|
300.81
|
|
Second Quarter
|
383.25
|
333.66
|
||
Third Quarter
|
398.00
|
289.48
|
||
Fourth Quarter
|
343.11
|
298.76
|
||
2016
|
First Quarter
|
326.96
|
244.04
|
|
Second Quarter (through June 29, 2016)
|
288.52
|
241.33
|
High (in $)
|
Low (in $)
|
|||
2008
|
First Quarter
|
20.64
|
15.04
|
|
Second Quarter
|
18.17
|
16.00
|
||
Third Quarter
|
18.94
|
10.29
|
||
Fourth Quarter
|
12.38
|
8.88
|
||
2009
|
First Quarter
|
14.34
|
10.43
|
|
Second Quarter
|
15.75
|
11.67
|
||
Third Quarter
|
17.14
|
12.50
|
||
Fourth Quarter
|
18.89
|
15.82
|
||
2010
|
First Quarter
|
18.44
|
14.75
|
|
Second Quarter
|
19.12
|
17.08
|
||
Third Quarter
|
21.40
|
17.16
|
||
Fourth Quarter
|
30.18
|
21.51
|
||
2011
|
First Quarter
|
36.79
|
26.23
|
|
Second Quarter
|
47.23
|
32.63
|
||
Third Quarter
|
42.63
|
28.85
|
||
Fourth Quarter
|
34.27
|
26.27
|
||
2012
|
First Quarter
|
35.83
|
27.91
|
|
Second Quarter
|
32.05
|
25.63
|
||
Third Quarter
|
33.71
|
26.06
|
||
Fourth Quarter
|
33.93
|
28.94
|
||
2013
|
First Quarter
|
31.19
|
27.43
|
|
Second Quarter
|
27.09
|
17.89
|
||
Third Quarter
|
23.59
|
18.21
|
||
Fourth Quarter
|
21.88
|
18.42
|
||
2014
|
First Quarter
|
21.18
|
18.45
|
|
Second Quarter
|
20.25
|
18.02
|
||
Third Quarter
|
20.57
|
16.35
|
||
Fourth Quarter
|
16.81
|
14.66
|
||
2015
|
First Quarter
|
17.61
|
14.84
|
|
Second Quarter
|
16.89
|
15.03
|
||
Third Quarter
|
14.99
|
13.56
|
||
Fourth Quarter
|
15.42
|
13.06
|
||
2016
|
First Quarter
|
15.16
|
13.17
|
|
Second Quarter (through June 29, 2016)
|
17.37
|
14.20
|