· | The notes are designed for investors who are seeking a predetermined return on the notes if the closing price of the SPDR® S&P® Bank ETF (the “Underlying Asset”) on any Call Date is greater than the Initial Stock Price. 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 not bear interest.
|
· |
If on any Call Date, the closing price of the Underlying Asset is greater than the Initial Stock Price, the notes will be automatically called. On the applicable Call Settlement Date, for each $1,000 principal amount, investors will receive the applicable Call Price set forth below.
|
· |
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 Underlying Asset and whether the Final Stock Price of the Underlying Asset is below the Trigger Price on the Valuation Date.
|
· |
If the notes are not automatically redeemed, and the Final Stock Price is lower than the Trigger Price on the Valuation Date, investors are 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 offering is expected to price on or about April 26, 2017, and the notes are expected to settle through the facilities of The Depository Trust Company on or about April 28, 2017.
|
· |
Investing in the notes is not equivalent to investing in the shares of the Underlying Asset.
|
· |
The notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000.
|
· | Our subsidiary, BMO Capital Markets Corp. (“BMOCM”), is the agent for this offering. See “Supplemental Plan of Distribution (Conflicts of Interest)” below. |
Underlying Asset
|
Ticker
Symbol |
Initial
Stock Price |
Trigger
Price (% of the Initial Stock Price) |
Term
(in Years) |
CUSIP
|
Price
to Public |
Principal
Amount |
Agent’s
Commission(1) |
Proceeds to
Bank of Montreal |
SPDR® S&P® Bank ETF
|
KBE
|
85%
|
3
|
06367TVG2
|
100%
|
3.20%
US$●
|
96.80%
US$●
|
Call Price
|
|||
Underlying Asset |
Call Date Occuring on
April 25, 2018
|
Call Date Occuring on
April 25, 2019 |
Call Date Occuring on
April 27, 2020 |
SPDR® S&P® Bank ETF
|
$1,085.00
|
$1,170.00
|
$1,255.00
|
Underlying Asset:
|
SPDR® S&P® Bank ETF (NYSE Arca symbol: KBE). See the section below entitled “The Underlying Asset” for additional information about the Underlying Asset.
|
Interest Payments:
|
None.
|
Automatic Redemption:
|
If, on any Call Date, the closing price of the Underlying Asset is greater than the Initial Stock Price, 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 applicable Call Price set forth on the cover page of this pricing supplement.
|
Call Dates:
|
April 25, 2018, April 25, 2019 and the Valuation Date.
|
Call Settlement Dates:
|
The third business day following the applicable Call Date. The call settlement date for the final Call Date will be the maturity 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 Underlying Asset. You will receive $1,000 for each $1,000 in principal amount of the note, unless a Barrier Event has occurred.
|
If a Barrier Event has occurred, 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.
|
|
Barrier Event:
|
A Barrier Event will be deemed to occur if the Final Stock Price is less than the Trigger Price.
|
Percentage Change
|
Final Stock Price - Initial Stock Price
|
, expressed as a percentage
|
|
Initial Stock Price
|
Initial Stock Price:
|
The closing price of the Underlying Asset 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.
|
Final Stock Price:
|
The closing price of the Underlying Asset on the Valuation Date.
|
Trigger Price:
|
85% of the Initial Stock Price
|
Pricing Date:
|
On or about April 26, 2017
|
Settlement Date:
|
On or about April 28, 2017
|
Valuation Date:
|
On or about April 27, 2020
|
Maturity Date:
|
On or about April 30, 2020
|
Physical Delivery Amount:
|
We will only pay cash on the maturity date, and you will have no right to receive any shares of the Underlying Asset.
|
Calculation Agent:
|
BMOCM
|
Selling Agent:
|
BMOCM
|
· |
Product supplement dated October 1, 2015:
https://www.sec.gov/Archives/edgar/data/927971/000121465915006903/c101151424b5.htm |
· |
Prospectus supplement dated June 27, 2014:
https://www.sec.gov/Archives/edgar/data/927971/000119312514254915/d750935d424b5.htm |
· |
Prospectus dated June 27, 2014:
https://www.sec.gov/Archives/edgar/data/927971/000119312514254905/d749601d424b2.htm |
· |
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 Barrier Event occurs. If the Final Stock Price is less than the Trigger 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.
|
· |
Your notes are subject to automatic early redemption. — We will redeem the notes if the closing price of the Underlying Asset on any Call Date is greater than the Initial Stock Price. 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, if any, is limited to the applicable Call Price, regardless of any appreciation in the value of the Underlying Asset. — Unless the notes are automatically called, you will not receive a payment at maturity with a value greater than your principal amount. If the notes are automatically called, you will not receive a payment greater than the applicable Call Price, even if the Final Stock Price exceeds the Initial Stock Price by a substantial amount.
|
· |
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 Underlying Asset or the 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, and 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 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 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.
|
· |
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 those securities.
|
· |
No Delivery of Shares of the Underlying Asset. — The notes will be payable only in cash. You should not invest in the notes if you seek to have the shares of the Underlying Asset delivered to you at maturity.
|
· |
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 “Index Sponsor,” or “S&P”), the sponsor of the S&P Banks Select Industry 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 Underlying Asset, 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 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.
|
· |
We have no affiliation with the Index Sponsor and will not be responsible for any actions taken by the Index Sponsor. — The Index Sponsor 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 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.
|
· |
Adjustments to the Underlying Asset could adversely affect the notes. — BlackRock, Inc. (collectively with its affiliates “BlackRock”), as the sponsor and advisor of the Underlying Asset, is responsible for calculating and maintaining the Underlying Asset. BlackRock 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 Issuer’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, the securities that it holds, or instruments related to the Underlying Asset. We or our affiliates may also trade in the Underlying Asset, such securities, or instruments related to 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 the payments on the notes.
|
· |
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 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 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.
|
· |
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 stocks included in the Underlying Index are concentrated in one sector. — All of the securities included in the Underlying Index are issued by companies in the banking industry. As a result, the securities that will determine the performance of the Underlying Asset and the value of the notes are concentrated in one sector. Although an investment in the notes will not give holders any ownership or other direct interests in the securities composing the 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 banking industry. 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.
|
· |
Economic conditions have adversely impacted the stock prices of many companies in the financial services sector, and may do so during the term of the notes. — In recent years, economic conditions in the U.S. have resulted, and may continue to result, in significant losses among many companies that operate in the financial services sector. These conditions have also resulted, and may continue to result, in a high degree of volatility in the stock prices of financial institutions, and substantial fluctuations in the profitability of these companies. Numerous financial services companies have experienced substantial decreases in the value of their assets, taken action to raise capital (including the issuance of debt or equity securities), or even ceased operations. Further, companies in the financial services sector have been subject to unprecedented government actions and regulation, which may limit the scope of their operations, the types of loans and other financial commitments they can make, the interest rates and fees they can charge, the prices they can charge and the amount of capital they must maintain, and, in turn, result in a decrease in value of these companies. Any of these factors may have an adverse impact on the price of the Underlying Asset. As a result, the price of the Underlying Asset may be adversely affected by economic, political, or regulatory events affecting the financial services sector or one of the sub-sectors of the financial services sector. This in turn could impact whether the notes are called and adversely impact the market value of the notes and decrease the amount payable at maturity.
|
Hypothetical Final
Stock Price |
Hypothetical Final Stock Price
Expressed as a Percentage of the Initial Stock Price |
Payment at Maturity
|
$150.00
|
150.00%
|
$1,255.00
|
$125.00
|
125.00%
|
$1,255.00
|
$110.00
|
110.00%
|
$1,255.00
|
$100.00
|
100.00%
|
$1,000.00
|
$90.00
|
90.00%
|
$1,000.00
|
$85.00
|
85.00%
|
$1,000.00
|
$80.00
|
80.00%
|
$800.00
|
$75.00
|
75.00%
|
$750.00
|
$65.00
|
65.00%
|
$650.00
|
$50.00
|
50.00%
|
$500.00
|
$25.00
|
25.00%
|
$250.00
|
$0.00
|
0.00%
|
$0.00
|
· |
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.
|
· |
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%.
|
High (in $)
|
Low (in $)
|
|||
2008
|
First Quarter
|
47.34
|
37.42
|
|
Second Quarter
|
42.66
|
28.59
|
||
Third Quarter
|
39.75
|
23.92
|
||
Fourth Quarter
|
35.86
|
18.30
|
||
2009
|
First Quarter
|
22.34
|
9.31
|
|
Second Quarter
|
21.56
|
14.00
|
||
Third Quarter
|
24.08
|
16.91
|
||
Fourth Quarter
|
24.44
|
20.68
|
||
2010
|
First Quarter
|
26.07
|
21.71
|
|
Second Quarter
|
28.72
|
22.89
|
||
Third Quarter
|
25.29
|
21.39
|
||
Fourth Quarter
|
26.10
|
22.10
|
||
2011
|
First Quarter
|
27.64
|
25.30
|
|
Second Quarter
|
26.43
|
22.99
|
||
Third Quarter
|
24.44
|
17.09
|
||
Fourth Quarter
|
20.49
|
16.73
|
||
2012
|
First Quarter
|
24.44
|
20.29
|
|
Second Quarter
|
24.10
|
20.25
|
||
Third Quarter
|
24.63
|
21.12
|
||
Fourth Quarter
|
24.40
|
22.29
|
||
2013
|
First Quarter
|
27.23
|
24.57
|
|
Second Quarter
|
28.84
|
25.47
|
||
Third Quarter
|
31.98
|
29.09
|
||
Fourth Quarter
|
33.18
|
29.54
|
||
2014
|
First Quarter
|
34.67
|
30.78
|
|
Second Quarter
|
34.50
|
31.03
|
||
Third Quarter
|
33.87
|
31.24
|
||
Fourth Quarter
|
33.92
|
30.05
|
||
2015
|
First Quarter
|
34.15
|
29.99
|
|
Second Quarter
|
37.20
|
33.44
|
||
Third Quarter
|
37.06
|
31.61
|
||
Fourth Quarter
|
36.59
|
32.93
|
||
2016
|
First Quarter
|
33.05
|
26.52
|
|
Second Quarter
|
33.64
|
28.19
|
||
Third Quarter
|
34.23
|
29.27
|
||
Fourth Quarter
|
44.16
|
33.21
|
||
2017
|
First Quarter
|
46.56
|
41.67
|
|
Second Quarter (through April 3, 2017)
|
42.72
|
42.72
|