|
|
Subject to Completion
PRELIMINARY PRICING SUPPLEMENT
Dated October 17, 2023
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-261476
(To Prospectus dated December 29, 2021,
Prospectus Supplement dated December 29, 2021,
Underlier Supplement dated December 29, 2021
and Product Supplement dated December 29, 2021)
|
|
Investment Description
|
|
Features
|
|
Key Dates*
|
|
Trade Date
|
October 27, 2023
|
|
Settlement Date
|
October 31, 2023
|
|
Final Valuation Date
|
October 29, 2025
|
|
Maturity Date
|
October 31, 2025
|
|
*
|
Expected. See page P-2 for additional details.
|
|
Notice to investors: the Securities are significantly riskier than conventional debt instruments. The issuer is not necessarily obligated to repay the
principal amount of the Securities at maturity, and the Securities have downside market risk similar to that of a hypothetical investment in the underlying basket, subject to the buffer. This market risk is in addition to the credit
risk inherent in purchasing a debt obligation of BNS. You should not purchase the Securities if you do not understand or are not comfortable with the significant risks involved in investing in the Securities.
You should carefully consider the risks described under “Key Risks” beginning on page P-4 herein and under “Additional Risk Factors
Specific to the Notes” beginning on page PS-6 of the accompanying product supplement and “Risk Factors” beginning on page S-2 of the accompanying prospectus supplement and on page 7 of the accompanying prospectus. Events relating to any
of those risks, or other risks and uncertainties, could adversely affect the market value of, and the return on your Securities. You may lose some or almost all of your investment in the Securities. The Securities will not be listed or
displayed on any securities exchange or any electronic communications network.
|
|
Security Offering
|
|
Underlying
Basket
|
Basket
Weighting
|
Maximum Gain
|
Maximum
Payment at
Maturity per
Security
|
Upside
Gearing
|
Initial Basket
Level
|
Downside
Threshold
|
Buffer
|
CUSIP
|
ISIN
|
|
An Unequally Weighted Basket of 5 Equity Indices (see page P-2 for further details)
|
Unequally Weighted (see page P-2 for further details)
|
36.35% - 39.35%
|
$13.635 - $13.935
|
2.00
|
To be set to 100.00 on the trade date
|
85.00% of the Initial Basket Level
|
15%
|
06418E607
|
US06418E6077
|
|
Offering of Securities
|
Issue Price to Public
|
Underwriting Discount(1)(2)
|
Proceeds to The Bank of Nova Scotia(1)(2)
|
||||
|
Total
|
Per Security
|
Total
|
Per Security
|
Total
|
Per Security
|
||
|
Securities linked to an Unequally Weighted Basket of Equity Indices
|
$•
|
$10.00
|
$•
|
$0.20
|
$•
|
$9.80
|
|
|
Scotia Capital (USA) Inc.
|
UBS Financial Services Inc.
|
|
Additional Information about BNS and the Securities
|
| ♦ |
Product Supplement (Market-Linked Notes, Series A) dated December 29, 2021:
|
| ♦ |
Underlier Supplement dated December 29, 2021:
|
| ♦ |
Prospectus Supplement dated December 29, 2021:
|
| ♦ |
Prospectus dated December 29, 2021:
|
|
Investor Suitability
|
| ♦ |
You fully understand and are willing to accept the risks inherent in an investment in the Securities, including the risk of loss of almost all of your investment.
|
| ♦ |
You can tolerate a loss of some or almost all of your investment in the Securities and are willing to make an investment that has downside market risk similar to that of a hypothetical investment in the underlying basket, the basket
assets or in the stocks comprising the basket assets (the “underlying constituents”), subject to the buffer.
|
| ♦ |
You believe that the level of the basket will appreciate over the term of the Securities and that the percentage of appreciation, when multiplied by the upside gearing, is unlikely to exceed the maximum gain indicated on the cover
hereof (the actual maximum gain will be set on the trade date).
|
| ♦ |
You understand and accept that your potential return is limited to the maximum gain and you are willing to invest in the Securities if the maximum gain was set equal to the bottom of the range indicated on the cover hereof (the
actual maximum gain will be set on the trade date).
|
| ♦ |
You are willing to invest in the Securities based on the downside threshold (and corresponding buffer) and upside gearing indicated on the cover hereof.
|
| ♦ |
You can tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside fluctuations in the level(s) of the underlying basket, the basket assets and the prices of the underlying
constituents.
|
| ♦ |
You do not seek current income from your investment and are willing to forgo any dividends paid on the underlying constituents.
|
| ♦ |
You understand and are willing to accept the risks associated with the underlying basket and the basket assets.
|
| ♦ |
You are willing to hold the Securities to maturity and accept that there may be little or no secondary market for the Securities.
|
| ♦ |
You seek an investment with exposure to companies in the Eurozone, Japan, the United Kingdom, Switzerland and Australia.
|
| ♦ |
You are willing to assume the credit risk of BNS for all payments under the Securities, and understand that if BNS defaults on its obligations you may not receive any amounts due to you including any repayment of principal.
|
| ♦ |
You do not fully understand or are not willing to accept the risks inherent in an investment in the Securities, including the risk of loss of almost all of your investment.
|
| ♦ |
You require an investment designed to provide a full return of principal at maturity.
|
| ♦ |
You cannot tolerate a loss of some or almost all of your investment in the Securities or are unwilling to make an investment that has downside market risk similar to that of a hypothetical investment in the underlying basket, the
basket assets or the underlying constituents, subject to the buffer.
|
| ♦ |
You believe that the level of the basket will decline during the term of the Securities and is likely to be less than the downside threshold on the final valuation date, or you believe that the level of the basket will appreciate
over the term of the Securities by more than the maximum gain indicated on the cover hereof (the actual maximum gain will be set on the trade date).
|
| ♦ |
You seek an investment that has unlimited return potential without a cap on appreciation or you are unwilling to invest in the Securities if the maximum gain was set equal to the bottom of the range indicated on the cover hereof (the
actual maximum gain will be set on the trade date).
|
| ♦ |
You are unwilling to invest in the Securities based on the downside threshold (and corresponding buffer) or upside gearing indicated on the cover hereof.
|
| ♦ |
You cannot tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside fluctuations in the level(s) of the underlying basket, the basket assets or the prices of the underlying
constituents.
|
| ♦ |
You do not understand or are not willing to accept the risks associated with the underlying basket or the basket assets.
|
| ♦ |
You seek current income from your investment or prefer to receive any dividends paid on the underlying constituents.
|
| ♦ |
You are unable or unwilling to hold the Securities to maturity or you seek an investment for which there will be an active secondary market.
|
| ♦ |
You do not seek an investment with exposure to companies in the Eurozone, Japan, the United Kingdom, Switzerland and Australia.
|
| ♦ |
You are not willing to assume the credit risk of BNS for all payments under the Securities, including any repayment of principal.
|
|
|
|
Preliminary Terms
|
|
Issuer
|
The Bank of Nova Scotia
|
|
|
Issue
|
Senior Note Program, Series A
|
|
|
Agents
|
Scotia Capital (USA) Inc. (“SCUSA”) and UBS Financial Services Inc. (“UBS”)
|
|
|
Principal
Amount
|
$10 per Security (subject to a minimum investment of 100 Securities)
|
|
|
Term
|
Approximately 2 years. In the event that we make any change to the expected trade date and settlement date, the calculation agent may adjust the final valuation date and maturity date to
ensure that the stated term of the Securities remains the same.
|
|
Underlying
Basket
|
The following table lists each basket asset and its corresponding Bloomberg ticker, basket weighting and initial asset level.
|
|||
|
Basket Asset
|
Bloomberg
Ticker
|
Basket
Weighting
|
Initial Asset
Level(1)
|
|
|
EURO STOXX 50® Index
|
SX5E
|
40.00%
|
●
|
|
|
Nikkei 225 Index
|
NKY
|
25.00%
|
●
|
|
|
FTSE® 100 Index
|
UKX
|
17.50%
|
●
|
|
|
Swiss Market Index
|
SMI
|
10.00%
|
●
|
|
|
S&P/ASX 200 Index
|
AS51
|
7.50%
|
●
|
|
|
(1) With respect to each basket asset, the closing level for such basket asset on the trade date as determined by the calculation agent and as may be adjusted
as described under “General Terms of the Notes — Unavailability of the Closing Value of a Reference Asset; Adjustments to a Reference Asset”, as described in the accompanying product supplement.
|
|
Maximum Gain
|
36.35% to 39.35%. The actual maximum gain will be set on the trade date.
|
|
|
Maximum
Payment at
Maturity per
Security
|
$13.635 to $13.935. The actual maximum payment at maturity per Security will be set on the trade date.
|
|
|
Upside Gearing
|
2.00
|
|
|
Buffer
|
15%
|
|
|
Payment at
Maturity (per
Security)
|
If the basket return is positive, BNS will pay you an amount in cash equal to:
$10 × (1 + lesser of (a) Basket Return × Upside Gearing and (b) Maximum Gain)
If the basket return is zero or negative and the final basket level is equal to or greater than the downside threshold, BNS will
pay you an amount in cash equal to:
Principal Amount of $10
If the basket return is negative and the final basket level is less than the downside threshold, BNS will pay you an amount in cash
that is less than your principal amount, equal to:
$10 × [1 + (Basket Return + Buffer)]
In this scenario, you will suffer a percentage loss on your principal amount equal to the percentage that the final basket level is
less than the initial basket level in excess of the buffer and, in extreme situations, you could lose almost all of your investment in the Securities.
|
|
|
Basket Return
|
The quotient, expressed as a percentage, of the following formula:
Final Basket Level − Initial Basket Level
Initial Basket Level
|
|
Initial Basket
Level
|
To be set to 100.00 on the trade date.
|
|
|
Final Basket
Level
|
The basket closing level on the final valuation date, as determined by the calculation agent.
|
|
|
Basket Closing
Level
|
As calculated on the final valuation date, the basket closing level will be calculated as follows:
100 × [1 + (the sum of each Basket Asset Return multiplied by its Basket Weighting)]
|
|
|
Basket Asset
Return
|
With respect to each basket asset, the quotient, expressed as a percentage, of the following formula:
Final Asset Level – Initial Asset Level
Initial Asset Level
|
|
|
Final Asset Level
|
With respect to each basket asset, the closing level for such basket asset on the final valuation date, as determined by the calculation agent and as may be adjusted as described under
“General Terms of the Notes — Unavailability of the Closing Value of a Reference Asset; Adjustments to a Reference Asset — Unavailability of the Closing Value of a Reference Index; Alternative Calculation Methodology”, as described in
the accompanying product supplement.
|
|
|
Downside
Threshold |
A specified level of the underlying basket that is less than the initial basket level, equal to a percentage of the initial basket level, as indicated on the cover hereof.
|
|
|
Business Day
|
A day other than a Saturday or Sunday or a day on which banking institutions in New York City are authorized or required by law to close
|
|
|
Tax Redemption
|
Notwithstanding anything to the contrary in the accompanying product supplement, the provision set forth under “General Terms of the Notes — Payment of Additional Amounts” and “General
Terms of the Notes — Tax Redemption” shall not apply to the Securities.
|
|
|
Canadian Bail-in
|
The Securities are not bail-inable debt securities under the CDIC Act.
|
|
|
Terms
Incorporated
|
All of the terms appearing above the item under the caption “General Terms of the Notes” in the accompanying product supplement, as modified by this pricing supplement, and for purposes of
the foregoing, references herein to “underlying basket”, “basket asset”, “underlying constituents”, “basket return”, and “downside threshold” mean “reference asset”, “basket component”, “reference asset constituents”, “reference asset
return”, and “buffer value”, respectively, each as defined in the accompanying product supplement. In addition to those terms, the following two sentences are also so incorporated into the master note: BNS confirms that it fully
understands and is able to calculate the effective annual rate of interest applicable to the Securities based on the methodology for calculating per annum rates provided for in the Securities. BNS irrevocably agrees not to plead or
assert Section 4 of the Interest Act (Canada), whether by way of defense or otherwise, in any proceeding relating to the Securities.
|
|
|
|
Investment Timeline
|
|
Trade Date
|
The initial asset level of each basket asset is observed and the initial basket level and the final terms of the Securities are set.
|
|
![]() |
||
|
Maturity Date
|
The final asset level for each basket asset is observed on the final valuation date and each basket asset return and the basket return are calculated.
If the basket return is positive, BNS will pay you an amount in cash per Security equal to:
$10 × (1 + lesser of (a) Basket Return × Upside Gearing and (b) Maximum Gain)
If the basket return is zero or negative and the final basket level is equal to or greater than the downside threshold,
BNS will pay you an amount in cash per Security equal to:
Principal Amount of $10
If the basket return is negative and the final basket level is less than the downside threshold, BNS will pay you an
amount in cash per Security that is less than your principal amount, equal to:
$10 × [1 + (Basket Return + Buffer)]
In this scenario, you will suffer a percentage loss on your principal amount equal to the percentage that the final
basket level is less than the initial basket level in excess of the buffer and, in extreme situations, you could lose almost all of your investment in the Securities.
|
|
|
|
Key Risks
|
| ♦ |
Risk of loss at maturity — The Securities differ from ordinary debt securities in that BNS will not necessarily repay the principal amount of the Securities. BNS will pay you the principal amount
of your Securities in cash at maturity only if the final basket level is equal to or greater than the downside threshold. If the basket return is negative and the final basket level is less than the downside threshold, you will lose a
percentage of your principal amount equal to the percentage that the final basket level is less than the initial basket level in excess of the buffer and, in extreme situations, you could lose almost all of your investment in the
Securities.
|
| ♦ |
The contingent repayment of principal applies only at maturity — You should be willing to hold your Securities to maturity. The stated payout by the issuer is available only if you hold your
Securities to maturity. If you are able to sell your Securities prior to maturity in the secondary market, you may have to sell them at a loss relative to your investment in the Securities even if the then-current level of the underlying
basket is equal to or greater than the downside threshold. All payments on the Securities are subject to the creditworthiness of BNS.
|
| ♦ |
The upside gearing applies only at maturity — You should be willing to hold your Securities to maturity. If you are able to sell your Securities prior to maturity in the secondary market, the price
you receive will likely not reflect the full economic value of the upside gearing, subject to the maximum gain, and the percentage return you realize may be less than the then-current basket return multiplied by the upside gearing, even if
such percentage return is positive and less than the maximum gain. You can receive the full benefit of the upside gearing, subject to the maximum gain, only if you hold your Securities to maturity.
|
| ♦ |
Your potential return on the Securities is limited to the maximum gain — The return potential of the Securities is limited to the maximum gain. Therefore, you will not benefit from any positive
basket return in excess of an amount that, when multiplied by the upside gearing, exceeds the maximum gain and your return on the Securities may be less than that of a hypothetical investment in the underlying basket.
|
| ♦ |
No interest payments — BNS will not pay any interest with respect to the Securities.
|
| ♦ |
A lower downside threshold may reflect greater expected volatility of the underlying basket, and greater expected volatility generally indicates an increased risk of loss at maturity — The economic
terms for the Securities, including maximum gain, upside gearing and downside threshold, are based, in part, on the expected volatility of the underlying basket at the time the terms of the Securities are set. “Volatility” refers to the
frequency and magnitude of changes in the level of the basket assets and therefore, the underlying basket. The greater the expected volatility of the basket assets as of the trade date, the greater the expectation is as of that date that
the final basket level could be less than the downside threshold and, as a consequence, indicates an increased risk of loss. However, the basket assets’ volatility can change significantly over the term of the Securities, and a relatively
lower downside threshold may not necessarily indicate that the Securities have a greater likelihood of a return of principal at maturity. You should be willing to accept the downside market risk of the underlying basket and the potential to
lose some or almost all of your investment in the Securities.
|
| ♦ |
Owning the Securities is not the same as owning the underlying constituents — The return on your Securities may not reflect the return you would realize if
you actually owned the underlying constituents. For instance, you will not benefit from any positive basket return in excess of an amount that, when multiplied by the upside gearing, exceeds the maximum gain. Furthermore, you will not
receive or be entitled to receive any dividend payments or other distributions paid to holders of the underlying constituents during the term of the Securities, and any such dividends or distributions will not be factored into the
calculation of the payment at maturity on your Securities. In addition, as an owner of the Securities, you will not have voting rights or any other rights that a holder of the underlying constituents may have.
|
| ♦ |
Market risk — The return on the Securities, which may be negative, is directly linked to the performance of the underlying basket (and, therefore, the basket assets) and indirectly linked to the
performance of the underlying constituents, and will depend on whether, and the extent to which, the basket return is positive or negative. The level of the basket assets (and therefore, the level of the underlying basket) can rise or fall
sharply due to factors specific to the basket assets and their underlying constituents and their issuers (each, an “underlying constituent issuer”), such as stock price volatility, earnings, financial conditions, corporate, industry and
regulatory developments, management changes and decisions and other events, as well as general market factors, such as general stock market or commodity market volatility and levels, interest rates and economic, political and other
conditions. In recent years, the COVID-19 pandemic has caused volatility in the global financial markets and a slowdown in the global economy. COVID-19 or any other communicable disease or infection may adversely affect the underlying
constituent issuers and, therefore, the basket assets and the underlying basket. You, as an investor in the Securities, should conduct your own investigation into the basket assets and underlying constituents.
|
| ♦ |
There can be no assurance that the investment view implicit in the Securities will be successful — It is impossible to predict whether and the extent to
which the levels of the basket assets will rise or fall and there can be no assurance that the final basket level will be equal to or greater than the initial basket level or downside threshold. The performance of the underlying basket from
the initial basket level to the final basket level will be influenced by complex and interrelated political, economic, financial and other factors that affect the basket assets and their underlying constituents. You should be willing to
accept the risks of owning equities in general and the underlying constituents in particular, and the risk of losing some or almost all of your investment in the Securities.
|
| ♦ |
The underlying basket is unequally weighted, and changes in the levels of the basket assets may offset each other — The underlying basket is unequally weighted; thus, an increase in the level of
one or more basket assets may be offset by a smaller increase or a decline in the level of one or more other basket assets. As a result, the basket return could be negative and the final basket level could be less than the downside
threshold even if relatively few of the basket assets experience a negative basket asset return, resulting in a loss on your investment in the Securities. Because the basket assets are not equally weighted, increases in lower weighted
basket assets may be offset by even small decreases in more heavily weighted basket assets. Specifically, the performance of the EURO STOXX® 50 Index will have a significantly larger impact on the return on the Securities than the
performance of any other basket asset.
|
| ♦ |
Correlation (or lack of correlation) among the basket assets may adversely affect your return on the Securities — “Correlation” is a measure of the degree to which the returns of a pair of assets
are similar to each other over a given period in terms of timing and direction. Movements in the levels of the basket assets may not correlate with each other. At a time when the level of a basket asset increases, the level of another
basket asset may not increase as much, or may even decline. Therefore, in calculating the underlying basket’s performance on the final valuation date, an increase in the level of one basket asset may be moderated, wholly offset or reversed
by a lesser increase, or by a decline, in the level of another basket asset. Further, high correlation of movements in the levels of the basket assets could adversely affect your return on the Securities during periods of negative
performance of the basket assets. Changes in the correlation of the basket assets may adversely affect the market value of, return on, your Securities.
|
| ♦ |
The Securities are subject to non-U.S. securities market risk — The underlying basket is subject to risks associated
with non-U.S. securities markets, specifically the regions of the Eurozone, Japan, the United Kingdom, Switzerland and Australia. An investment in the Securities linked directly or indirectly to the value of securities issued by non-U.S.
companies involves particular risks. Generally, non-U.S. securities markets may be more volatile than U.S. securities markets, and market developments may affect non-U.S. markets differently from U.S. securities markets. Direct or indirect
government intervention to stabilize these non-U.S. markets, as well as cross shareholdings in non-U.S. companies, may affect trading prices and volumes in those markets. There is generally less publicly available information about non-U.S.
companies than about those U.S. companies that are subject to the reporting requirements of the SEC, and non-U.S. companies are subject to accounting, auditing and financial reporting standards and requirements that differ from those
applicable to U.S. reporting companies. Securities prices in non-U.S. countries are subject to political, economic, financial and social factors that may be unique to the particular country. These factors, which could negatively affect the
non-U.S. securities markets, include the possibility of recent or future changes in the non-U.S. government’s economic and fiscal policies, the possible imposition of, or changes in, currency exchange laws or other non-U.S. laws or
restrictions applicable to non-U.S. companies or investments in non-U.S. equity securities and the possibility of fluctuations in the rate of exchange between currencies. Moreover, certain aspects of a particular non-U.S. economy may differ
favorably or unfavorably from the U.S. economy in important respects, such as growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency.
|
| ♦ |
The Securities will not be adjusted for changes in exchange rates related to the U.S. dollar, which might affect the basket assets — Although the basket assets all include stocks that are traded in
currencies other than the U.S. dollar, the Securities are denominated in U.S. dollars. The calculation of the amount payable on the Securities at maturity will not be adjusted for changes in the exchange rates between the U.S. dollar and
any of the currencies in which such underlying constituents are denominated. Changes in exchange rates, however, may reflect changes in various non-U.S. economies that in turn may affect the levels of the basket assets and, accordingly, the
return on, the Securities. You will not benefit from any appreciation of the currencies in which underlying constituents are denominated relative to the U.S. dollar, which you would have had you owned such stocks directly.
|
| ♦ |
The basket assets reflect price return, not total return — The return on your Securities is based on the performance of the underlying basket and, therefore, the basket assets, each of which
reflects the changes in the market prices of its underlying constituents. None of the basket assets are a “total return” index or strategy, which, in addition to reflecting those price returns, would also reflect any dividends paid on the
underlying constituents. The return on your Securities will not include such a total return feature or dividend component.
|
| ♦ |
Changes affecting a basket asset could have an adverse effect on the market value of, return on, the Securities — The policies of the sponsors of the basket assets (each, an “index sponsor”, and
together, the “index sponsors”) as specified under “Information About the Underlying Basket and the Basket Assets” herein, concerning additions, deletions and substitutions of their underlying constituents and the manner in which the index
sponsors take account of certain changes affecting those underlying constituents may adversely affect the level of the basket assets. The policies of an index sponsor with respect to the calculation of a basket asset could also adversely
affect the level of such basket asset and, therefore, the level of the underlying basket. The index sponsors may discontinue or suspend calculation or dissemination of the basket assets. Any such actions could have an adverse effect on the
market value of, return on, the Securities.
|
| ♦ |
BNS and the Agents cannot control actions by the index sponsors or, except to the extent the common stock of the parent company of UBS is included in a basket asset, any underlying constituent issuer and
none of the index sponsors or any other underlying constituent issuer have any obligation to consider your interests — None of BNS, UBS or our or their respective affiliates are affiliated with the index sponsors or have any
ability to control or predict its actions, including any errors in or discontinuation of public disclosure regarding methods or policies relating to the calculation of the basket assets. In addition, except to the extent the common stock of
UBS’ parent is included in the Swiss Market Index, none of BNS, UBS or our or their respective affiliates are affiliated with any underlying constituent issuer or have any ability to control or predict their actions or their public
disclosure of information, whether contained in SEC filings or otherwise. None of the index sponsors or any other underlying constituent issuer are involved in the Securities offering in any way and none have any obligation to consider your
interest as an owner of the Securities in taking any actions that might affect the market value of, return on, the Securities.
|
| ♦ |
BNS’ initial estimated value of the Securities at the time of pricing (when the terms of your Securities are set on the trade date) will be lower than the issue price of the Securities — BNS’
initial estimated value of the Securities is only an estimate. The issue price of the Securities will exceed BNS’ initial estimated value. The difference between the issue price of the Securities and BNS’ initial estimated value reflects
costs associated with selling and structuring the Securities, as well as hedging its obligations under the Securities. Therefore, the economic terms of the Securities are less favorable to you than they would have been if these expenses had
not been paid or had been lower.
|
| ♦ |
Neither BNS’ nor SCUSA’s estimated value of the Securities at any time is determined by reference to credit spreads or the borrowing rate BNS would pay for its conventional fixed-rate debt securities —
BNS’ initial estimated value of the Securities and SCUSA’s estimated value of the Securities at any time are determined by reference to BNS’ internal funding rate. The internal funding rate used in the determination of the estimated value
of the Securities generally represents a discount from the credit spreads for BNS’ conventional fixed-rate debt securities and the borrowing rate BNS would pay for its conventional fixed-rate debt securities. This discount is based on,
among other things, BNS’ view of the funding value of the Securities as well as the higher issuance, operational and ongoing liability management costs of the Securities in comparison to those costs for BNS’ conventional fixed-rate debt. If
the interest rate implied by the credit spreads for BNS’ conventional fixed-rate debt securities, or the borrowing rate BNS would pay for its conventional fixed-rate debt securities were to be used, BNS would expect the economic terms of
the Securities to be more favorable to you. Consequently, the use of an internal funding rate for the Securities increases the estimated value of the Securities at any time and has an adverse effect on the economic terms of the Securities.
|
| ♦ |
BNS’ initial estimated value of the Securities does not represent future values of the Securities and may differ from others’ (including SCUSA’s) estimates — BNS’ initial estimated value of the
Securities is determined by reference to its internal pricing models when the terms of the Securities are set. These pricing models consider certain factors, such as BNS’ internal funding rate on the trade date, the expected term of the
Securities, market conditions and other relevant factors existing at that time, and BNS’ assumptions about market parameters, which can include volatility, dividend rates, interest rates and other factors. Different pricing models and
assumptions (including the pricing models and assumptions used by SCUSA) could provide valuations for the Securities that are different, and perhaps materially lower, from BNS’ initial estimated value. Therefore, the price at which SCUSA
would buy or sell your Securities (if SCUSA makes a market, which it is not obligated to do) may be materially lower than BNS’ initial estimated value. In addition, market conditions and other relevant factors in the future may change, and
any assumptions may prove to be incorrect.
|
| ♦ |
The Securities have limited liquidity — The Securities will not be listed on any securities exchange or automated quotation system. Therefore, there may be little or no secondary market for the
Securities. SCUSA and any other affiliates of BNS intend, but are not required, to make a market in the Securities. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Securities
easily. Because we do not expect that other broker-dealers will participate in the secondary market for the Securities, the price at which you may be able to trade your Securities is likely to depend on the price, if any, at which SCUSA is
willing to purchase the Securities from you. If at any time SCUSA does not make a market in the Securities, it is likely that there would be no secondary market for the Securities. Accordingly, you should be willing to hold your Securities
to maturity.
|
| ♦ |
The price at which SCUSA would buy or sell the Securities (if SCUSA makes a market, which it is not obligated to do) will be based on SCUSA’s estimated value of the Securities and may be greater than BNS’
valuation of the Securities at that time, greater than any other secondary market prices provided by unaffiliated dealers (if any) and, depending on your broker, greater than the valuation provided on your customer account statements — SCUSA’s estimated value of the Securities is determined by reference to its pricing models and takes into account BNS’ internal funding rate. The price at which SCUSA would initially buy or sell the
Securities in the secondary market (if SCUSA makes a market, which it is not obligated to do) may exceed (i) SCUSA’s estimated value of the Securities at the time of pricing, (ii) any secondary market prices provided by unaffiliated
dealers, potentially including UBS, and (ii) depending on your broker, the valuation provided on your customer account statement. The price that SCUSA may initially offer to buy such Securities following issuance will exceed the valuations
indicated by its internal pricing models due to the inclusion for a limited period of time of the aggregate value of the costs associated with structuring and selling the Securities, including the underwriting discount, hedging costs,
issuance costs and theoretical projected trading profit. The portion of such amounts included in any secondary market price will decline to zero on a straight line basis over a period ending no later than the date specified under
“Supplemental Plan of Distribution (Conflicts of Interest); Secondary Markets (if any).” Thereafter, if SCUSA buys or sells the Securities it will do so at prices that reflect the estimated value determined by reference to SCUSA’s pricing
models at that time. The price at which SCUSA will buy or sell the Securities at any time also will reflect its then current bid and ask spread for similar sized trades of structured notes. The temporary positive differential relative to
SCUSA’s internal pricing models arises from requests from and arrangements made by BNS and the Agents. As described above, SCUSA and its affiliates intend, but are not required, to make a market for the Securities and may stop making a
market at any time. SCUSA reflects this temporary positive differential on its
|
| ♦ |
The price of the Securities prior to maturity will depend on a number of factors and may be substantially less than the principal amount — Because structured notes, including the Securities, can
be thought of as having a debt component and a derivative component, factors that influence the values of debt instruments and options and other derivatives will also affect the terms and features of the Securities at issuance and the
market price of the Securities prior to maturity. Some of these factors include, but are not limited to: (i) actual or anticipated changes in the level of the underlying basket (and the levels of the basket assets) over the full term of the
Securities, (ii) volatility of the levels of the basket assets and the prices of the underlying constituents and the market’s perception of future volatility of the foregoing, (iii) changes in interest rates generally, (iv) any actual or
anticipated changes in our credit ratings or credit spreads, (v) dividend yields on the underlying constituents and (vi) time remaining to maturity. In particular, because the provisions of the Securities relating to the payment at maturity
behave like options, the value of the Securities will vary in ways which are non-linear and may not be intuitive.
|
| ♦ |
Hedging activities by BNS and SCUSA may negatively impact investors in the Securities and cause our respective interests and those of our clients and counterparties to be contrary to those of investors in
the Securities — We, SCUSA or one or more of our other affiliates has hedged or expects to hedge our obligations under the Securities. Such hedging transactions may include entering into swap or similar agreements, purchasing
shares of the underlying constituents and/or purchasing futures, options and/or other instruments linked to the basket assets and/or one or more of the underlying constituents. We, SCUSA or one or more of our or their respective affiliates
also expects to adjust the hedge by, among other things, purchasing or selling any of the foregoing, and perhaps other instruments linked to the basket assets and/or one or more of the underlying constituents, at any time and from time to
time, and to unwind the hedge by selling any of the foregoing on or before the final valuation date. We, SCUSA or one or more of our or their respective affiliates may also enter into, adjust and unwind hedging transactions relating to
other basket- or index-linked Securities whose returns are linked to changes in the level of the underlying basket (and the levels of the basket assets) and/or one or more of the underlying constituents. Any of these hedging activities may
adversely affect the level of the underlying basket (and the levels of the basket assets) — directly or indirectly by affecting the price of the underlying constituents — and therefore the market value of the Securities and the amount you
will receive, if any, on the Securities.
|
| ♦ |
We, the Agents and our or their respective affiliates regularly provide services to, or otherwise have business relationships with, a broad client base, which has included and may include us and the
underlying constituent issuers and the market activities by us, the Agents or our or their respective affiliates for our or their own respective accounts or for our or their respective clients could negatively impact investors in the
Securities — We, the Agents and our or their respective affiliates regularly provide a wide range of financial services, including financial advisory, investment advisory and transactional services to a substantial and diversified
client base. As such, we each may act as an investor, investment banker, research provider, investment manager, investment advisor, market maker, trader, prime broker or lender. In those and other capacities, we, the Agents and/or our or
their respective affiliates purchase, sell or hold a broad array of investments, actively trade securities (including the Securities or other securities that we have issued), the underlying constituents, derivatives, loans, credit default
swaps, indices, baskets and other financial instruments and products for our or their own respective accounts or for the accounts of our or their respective customers, and we will have other direct or indirect interests, in those securities
and in other markets that may not be consistent with your interests and may adversely affect the level of the basket assets and/or the value of the Securities. You should assume that we or they will, at present or in the future, provide
such services or otherwise engage in transactions with, among others, us and the underlying constituent issuers, or transact in securities or instruments or with parties that are directly or indirectly related to these entities. These
services could include making loans to or equity investments in those companies, providing financial advisory or other investment banking services, or issuing research reports. Any of these financial market activities may, individually or
in the aggregate, have an adverse effect on the level of the basket assets and the market for your Securities, and you should expect that our interests and those of the Agents and/or our or their respective affiliates, clients or
counterparties, will at times be adverse to those of investors in the Securities.
|
| ♦ |
Potential impact on price by BNS or the Agents — Trading or transactions by BNS, the Agents or our or their respective affiliates in the underlying constituents, listed and/or over-the-counter
options, futures or other instruments with returns linked to the performance of the basket assets or any underlying constituents may adversely affect the performance of the basket assets or applicable underlying constituent and, therefore,
the market value of, return on, the Securities. See “— Risks Relating to Hedging Activities and Conflicts of Interest — Hedging activities by BNS and SCUSA may negatively impact investors in the Securities and cause our respective interests
and those of our clients and counterparties to be contrary to those of investors in the Securities” for additional information regarding hedging-related transactions and trading.
|
| ♦ |
The calculation agent will have significant discretion with respect to the Securities, which may be exercised in a manner that is adverse to your interests — The calculation agent will be an
affiliate of BNS. The calculation agent can postpone the determination of the final basket level on the final valuation date if a market disruption event occurs and is continuing with respect to a basket asset on the final valuation date.
|
| ♦ |
Potentially inconsistent research, opinions or recommendations by BNS or the Agents — BNS, the Agents and our or their respective affiliates may publish research from time to time on financial
markets and other matters that may influence the value of the Securities, or express opinions or provide recommendations that are inconsistent with purchasing or holding the Securities. Any research, opinions or recommendations expressed by
BNS, the Agents or our or their respective affiliates may not be consistent with each other and may be modified from time to time without notice. Investors should make their own independent investigation of the merits of investing in the
Securities and the basket assets to which the Securities are linked.
|
| ♦ |
Credit risk of BNS — The Securities are senior unsecured debt obligations of BNS and are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the
Securities, including any repayment of principal at maturity, depends on the ability of BNS to satisfy its obligations as they come due. As a result, BNS’ actual and perceived creditworthiness may affect the market value of the Securities.
If BNS were to default on its obligations, you may not receive any amounts owed to you under the terms of the Securities and you could lose your entire investment in the Securities.
|
| ♦ |
BNS is subject to the resolution authority under the CDIC Act — Although the Securities are not bail-inable debt securities under the CDIC Act, as described elsewhere in this pricing supplement,
BNS remains subject generally to Canadian bank resolution powers under the CDIC Act. Under such powers, the Canada Deposit Insurance Corporation may in certain circumstances take actions that could negatively impact holders of the
Securities and result in a loss on your investment. See “Risk Factors — Risks Related to the Bank’s Debt Securities” in the accompanying prospectus for more information.
|
| ♦ |
Uncertain tax treatment — Significant aspects of the tax treatment of the Securities are uncertain. You should consult your tax advisor about your tax situation. See “Material Canadian Income Tax
Consequences” and “What Are the Tax Consequences of the Securities?” herein.
|
|
Hypothetical Examples and Return Table of the Securities at Maturity
|
|
Term:
|
Approximately 2 years
|
|
Initial Basket Level:
|
100
|
|
Downside Threshold:
|
85 (85.00% of the Initial Basket Level)
|
|
Buffer:
|
15.00%
|
|
Upside Gearing:
|
2.00
|
|
Maximum Gain:
|
36.35%
|
|
Range of Basket Return:
|
-100% to 40%
|
|
Underlying Basket
|
Payment and Return at Maturity
|
||
|
Final Basket Level
|
Basket Return
|
Payment at Maturity
|
Security Total Return at Maturity
|
|
140.000
|
40.000%
|
$13.635
|
36.35%
|
|
130.000
|
30.000%
|
$13.635
|
36.35%
|
|
120.000
|
20.000%
|
$13.635
|
36.35%
|
|
118.175
|
18.175%
|
$13.635
|
36.35%
|
|
115.000
|
15.000%
|
$13.000
|
30.00%
|
|
110.000
|
10.000%
|
$12.000
|
20.00%
|
|
105.000
|
5.000%
|
$11.000
|
10.00%
|
|
100.000
|
0.000%
|
$10.000
|
0.00%
|
|
95.000
|
-5.000%
|
$10.000
|
0.00%
|
|
90.000
|
-10.000%
|
$10.000
|
0.00%
|
|
85.000
|
-15.000%
|
$10.000
|
0.00%
|
|
80.000
|
-20.000%
|
$9.500
|
-5.00%
|
|
70.000
|
-30.000%
|
$8.500
|
-15.00%
|
|
60.000
|
-40.000%
|
$7.500
|
-25.00%
|
|
50.000
|
-50.000%
|
$6.500
|
-35.00%
|
|
40.000
|
-60.000%
|
$5.500
|
-45.00%
|
|
30.000
|
-70.000%
|
$4.500
|
-55.00%
|
|
20.000
|
-80.000%
|
$3.500
|
-65.00%
|
|
10.000
|
-90.000%
|
$2.500
|
-75.00%
|
|
0.000
|
-100.000%
|
$1.500
|
-85.00%
|
|
Information About the Underlying Basket and the Basket Assets
|





|
What Are the Tax Consequences of the Securities?
|
|
Material Canadian Income Tax Consequences
|
|
Additional Information Regarding Estimated Value of the Securities
|
|
Supplemental Plan of Distribution (Conflicts of Interest); Secondary Markets (if any)
|