We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Bank Nova Scotia Halifax | NYSE:BNS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.205 | -0.44% | 46.535 | 46.94 | 46.21 | 46.94 | 827,672 | 20:50:42 |
November 2023
Preliminary Pricing Supplement
Dated November 22, 2023
Registration Statement No. 333-261476
Filed pursuant to Rule 424(b)(2)
(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)
|
SUMMARY TERMS
|
|||
Issuer:
|
The Bank of Nova Scotia (“BNS”)
|
||
Issue:
|
Senior Note Program, Series A
|
||
Underlying index:
|
S&P 500® Index (Bloomberg Ticker: “SPX”)
|
||
Aggregate principal amount:
|
$•
|
||
Stated principal amount:
|
$1,000.00 per PLUS
|
||
Issue price:
|
$1,000.00 per PLUS (see “Commissions and issue price” below)
|
||
Minimum investment:
|
$1,000 (1 PLUS)
|
||
Coupon:
|
None
|
||
Pricing date:
|
November 30, 2023
|
||
Original issue date:
|
December 5, 2023 (3 business days after the pricing date). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally
are required to settle in two business days (T+2), unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the PLUS in the secondary market on any date prior to two business days before delivery of
the PLUS will be required, by virtue of the fact that the PLUS initially will settle in three business days (T + 3), to specify alternative settlement arrangements to prevent a failed settlement of the secondary market trade.
|
||
Valuation date:
|
December 30, 2024, subject to postponement in the event of a market disruption event as described in the accompanying product supplement.
|
||
Maturity date:
|
January 3, 2025, subject to postponement in the event of a market disruption event, as described in the accompanying product supplement
|
||
Payment at maturity per PLUS:
|
◾
If the final index value is greater than the initial index value:
$1,000.00 + leveraged upside payment
In no event will the payment at maturity exceed the maximum payment at
maturity.
◾ If the final index value is less than or equal to the initial index value:
$1,000.00 + ($1,000.00 × underlying return)
Accordingly, if the final index value is less than the initial index value,
you will lose 1% for every 1% that the final index value falls below the initial index value and you could lose up to your entire investment in the PLUS.
|
||
Underlying return:
|
(final index value − initial index value) / initial index value
|
||
Leverage factor:
|
300%
|
||
Leveraged upside payment:
|
$1,000.00 × leverage factor × underlying return
|
||
Maximum gain:
|
12.90%
|
||
Maximum payment at maturity:
|
$1,129.00 per PLUS (112.90% of the stated principal amount)
|
||
Initial index value:
|
The index closing value of the underlying index on the pricing 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.
|
||
Final index value:
|
The index closing value of the underlying index on the 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.
|
||
CUSIP/ISIN:
|
06417YXE4 / US06417YXE49
|
||
Listing:
|
The PLUS will not be listed or displayed on any securities exchange or any electronic communications network.
|
||
Calculation agent:
|
Scotia Capital Inc.
|
||
Agent:
|
Scotia Capital (USA) Inc. (“SCUSA”), an affiliate of BNS. See “Supplemental information regarding plan of distribution (conflicts of interest); secondary
markets (if any).”
|
||
Estimated value on the pricing
date:
|
Expected to be between $942.50 and $972.50 per stated principal amount, which will be less than the issue price listed above. See “Additional Information About the PLUS —
Additional information regarding estimated value of the PLUS” herein and “Risk Factors — Risks Relating to Estimated Value and Liquidity” beginning on page 8 of this document for additional information. The actual value of your PLUS at any
time will reflect many factors and cannot be predicted with accuracy.
|
Commissions and issue price:
|
Price to Public(1)
|
Fees and Commissions(1)
|
Proceeds to Issuer
|
||
Per PLUS:
|
$1,000.00
|
$17.50(a)
$ 5.00(b)
$22.50
|
$977.50
|
||
Total:
|
$•
|
$•
|
$•
|
(1) |
SCUSA will purchase the PLUS at the stated principal amount and, as part of the distribution of the PLUS, will sell all of the PLUS to Morgan Stanley Smith Barney LLC
(“Morgan Stanley Wealth Management”) at an underwriting discount which reflects:
|
(a) |
a fixed sales commission of $17.50 per $1,000.00 stated principal amount
of PLUS that Morgan Stanley Wealth Management sells and
|
(b) |
a fixed structuring fee of $5.00 per $1,000.00 stated principal amount of PLUS that Morgan Stanley Wealth Management sells,
|
PLUS Based on the Value of the S&P 500® Index due on or about January 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk 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:
|
PLUS Based on the Value of the S&P 500® Index due on or about January 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
◾ |
As an alternative to direct exposure to the underlying index that enhances returns for a certain range of positive performance of the underlying index, subject to the maximum payment at
maturity; however, by investing in the PLUS, you will not be entitled to receive any dividends paid with respect to the stocks comprising the underlying index (the “index constituent stocks”) or any interest payments, and your return will
not exceed the maximum payment at maturity. You should carefully consider whether an investment that does not provide for any dividends, interest payments or exposure to the positive performance of the underlying index beyond a value that,
when multiplied by the leverage factor, exceeds the maximum gain is appropriate for you.
|
◾ |
To enhance returns and potentially outperform the underlying index in a moderately bullish scenario.
|
◾ |
To achieve similar levels of upside exposure to the underlying index as a direct investment, subject to the maximum payment at maturity, while using fewer dollars by taking advantage of the
leverage factor.
|
◾ |
The PLUS are exposed on a 1:1 basis to the negative performance of the underlying index.
|
Maturity:
|
Approximately 13 months
|
Leverage factor:
|
300% (applicable only if the final index value is greater than the initial index value)
|
Maximum payment at maturity:
|
$1,129.00 per PLUS (112.90% of the stated principal amount)
|
Maximum gain:
|
12.90%
|
Coupon:
|
None
|
Minimum payment at maturity:
|
None. Investors may lose up to their entire investment in the PLUS.
|
Listing:
|
The PLUS will not be listed or displayed on any securities exchange or any electronic communications network.
|
Leveraged Performance
up to a Cap |
The PLUS offer investors an opportunity to capture enhanced returns relative to a direct investment in the underlying index or the index constituent stocks, within a
certain range of positive performance.
|
||
Upside Scenario
|
If the final index value is greater than the initial index value, at maturity you will receive the stated principal amount of $1,000.00 plus the leveraged upside payment,
subject to the maximum payment at maturity of $1,129.00 per PLUS (112.90% of the stated principal amount).
|
||
Par Scenario
|
If the final index value is equal to the initial index value, at maturity you will receive the stated principal amount.
|
||
Downside Scenario
|
If the final index value is less than the initial index value, at maturity you will receive less than the stated principal amount, if anything, resulting in a percentage
loss of your investment equal to the underlying return. For example, if the underlying return is -35%, each PLUS will redeem for $650.00, or 65% of the stated principal amount. There is no minimum payment on the PLUS and you could lose up to your entire investment in the PLUS.
|
PLUS Based on the Value of the S&P 500® Index due on or about January 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
■ |
You fully understand and are willing to accept the risks of an investment in the PLUS, including the risk that you may lose up to 100% of your investment in the PLUS
|
■ |
You can tolerate a loss of some or all of your investment and are willing to make an investment that has the same downside market risk as that of a direct investment in the underlying index or
the index constituent stocks
|
■ |
You believe that the final index value will be greater than the initial index value and you understand and accept that any positive return that you earn on the PLUS will not exceed the maximum
gain
|
■ |
You can tolerate fluctuations in the market prices of the PLUS prior to maturity that may be similar to or exceed the fluctuations in the value of the underlying index
|
■ |
You do not seek current income from your investment and are willing to forgo any dividends paid on any index constituent stocks
|
■ |
You are willing and able to hold the PLUS to maturity, a term of approximately 13 months, and accept that there may be little or no secondary market for the PLUS
|
■ |
You understand and are willing to accept the risks associated with the underlying index
|
■ |
You are willing to assume the credit risk of BNS for all payments under the PLUS, and you 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 unwilling to accept the risks of an investment in the PLUS, including the risk that you may lose up to 100% of your investment
|
■ |
You require an investment that provides for at least partial or contingent protection against loss of principal
|
■ |
You are not willing to make an investment that has the same downside market risk as that of a direct investment in the underlying index or the index constituent stocks
|
■ |
You believe that the final index value will not be greater than the initial index value
|
■ |
You seek an investment that has an unlimited return potential or you do not understand or cannot accept that your potential return on the PLUS is limited to the maximum gain
|
■ |
You cannot tolerate fluctuations in the market price of the PLUS prior to maturity that may be similar to or exceed the fluctuations in the value of the underlying index
|
■ |
You seek current income from your investment or prefer to receive the dividends paid on the index constituent stocks
|
■ |
You are unable or unwilling to hold the PLUS to maturity, a term of approximately 13 months, or seek an investment for which there will be an active secondary market
|
■ |
You do not understand or are not willing to accept the risks associated with the underlying index
|
■ |
You are not willing to assume the credit risk of BNS for all payments under the PLUS, including any repayment of principal
|
PLUS Based on the Value of the S&P 500® Index due on or about January 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
Stated principal amount:
|
$1,000.00 per PLUS
|
Leverage factor:
|
300%
|
Hypothetical initial index value:
|
4,000
|
Maximum payment at maturity:
|
$1,129.00 per PLUS
|
Maximum gain:
|
12.90%
|
Minimum payment at maturity:
|
None
|
Final index value
|
4,120
|
Underlying return
|
(4,120 – 4,000) / 4,000 = 3.00%
|
Payment at maturity
|
= $1,000.00 + leveraged upside payment, subject to the maximum payment at maturity
|
= $1,000.00 + ($1,000.00 × leverage factor × underlying return), subject to the
maximum payment at maturity
|
|
|
= $1,000.00 + ($1,000.00 × 300% × 3.00%), subject to the maximum payment at maturity
|
|
= $1,090.00
|
Final index value
|
6,000
|
Underlying return
|
(6,000 – 4,000) / 4,000 = 50.00%
|
Payment at maturity
|
= $1,000.00 + leveraged upside payment, subject to the maximum payment at maturity
|
= $1,000.00 + ($1,000.00 × leverage factor × underlying return), subject to the
maximum payment at maturity
|
|
= maximum payment at maturity of $1,129.00 per PLUS
|
PLUS Based on the Value of the S&P 500® Index due on or about January 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
Final index value
|
3,200
|
Underlying return
|
(3,200 – 4,000) / 4,000 = -20.00%
|
Payment at maturity
|
= $1,000.00 + ($1,000.00 × underlying return)
|
= $1,000.00 + ($1,000.00 × -20.00%)
|
|
= $1,000.00 - $200.00
|
|
= $800.00
|
PLUS Based on the Value of the S&P 500® Index due on or about January 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
■ |
The PLUS do not provide any protection against loss; you may lose up to your entire investment. The PLUS differ from
ordinary debt securities in that BNS will not necessarily repay the stated principal amount of the PLUS at maturity. BNS will pay you the stated principal amount of your PLUS at maturity only if the final index value is equal to or greater
than the initial index value. You will be exposed on a 1-for-1 basis to any decline of the final index value of the underlying index relative to the initial index value. If the final index value is less than the initial index value, you
will lose 1% of your principal for every 1% that the final index value falls below the initial index value. You may lose up to your entire investment in the PLUS.
|
■ |
The stated payout from the issuer applies only at maturity. You should be willing to hold your PLUS to maturity. The
stated payout, including the benefit of the leverage factor, is available only if you hold your PLUS to maturity. If you are able to sell your PLUS prior to maturity in the secondary market, you may have to sell them at a loss relative to
your investment in the PLUS even if the then-current value of the underlying index is equal to or greater than the initial index value.
|
■ |
Your potential return on the PLUS is limited to the maximum gain. The return potential of the PLUS is limited to the
maximum gain. Therefore, you will not benefit from any positive underlying return in excess of an amount that, when multiplied by the leverage factor, exceeds the maximum gain. Your return on the PLUS may be less than that of a hypothetical
direct investment in the underlying index or the index constituent stocks.
|
■ |
You will not receive any interest payments. BNS will not pay any interest with respect to the PLUS.
|
■ |
The amount payable on the PLUS is not linked to
the value of the underlying index at any time other than the valuation date.
The final index value will be based on the index closing value on the valuation date, subject to postponement for non-index business days and certain market disruption events. If the value of the underlying index falls on the valuation
date, the payment at maturity may be significantly less than it would have been had the payment at maturity been linked to the value of the underlying index at any time prior to such drop. Although
the index closing value on the maturity date or at other times during the term of the PLUS may be higher than the index closing value on the valuation date, the payment at maturity will be based solely on the index closing value on the
valuation date.
|
■ |
Owning the PLUS is not the same as owning the index constituent stocks. The return on your PLUS may not reflect the
return you would realize if you actually owned the index constituent stocks. For instance, you will not benefit from any positive underlying return in excess of an amount that, when multiplied by the leverage factor, exceeds the maximum
gain. Furthermore, you will not receive or be entitled to receive any dividend payments or other distributions paid on the index constituent stocks, and any such dividends or distributions will not be factored into the calculation of the
payment at maturity on your PLUS. In addition, as an owner of the PLUS, you will not have voting rights or any other rights that a holder of the index constituent stocks may have.
|
◾ |
An investment in the PLUS involves market risk associated with the underlying index. The return on the PLUS, which
may be negative, is linked to the performance of the underlying index and indirectly linked to the value of the index constituent stocks. The value of the underlying index can rise or fall sharply due to factors specific to the underlying
index or its index constituent stocks and their issuers (the “index constituent stock issuers”), such as stock or commodity 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 values, 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 index constituent stock issuers and, therefore, the
underlying index. You, as an investor in the PLUS, should make your own investigation into the underlying index and the index constituent stocks.
|
PLUS Based on the Value of the S&P 500® Index due on or about January 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
■ |
There can be no assurance that the investment view implicit in the PLUS will be successful. It is impossible to
predict whether and the extent to which the value of the underlying index will rise or fall and there can be no assurance that the underlying return will be positive. The final index value (and therefore the underlying return) will be
influenced by complex and interrelated political, economic, financial and other factors that affect the index constituent stock issuers. You should be willing to accept the risks associated with the relevant markets tracked by the
underlying index in general and each index constituent stock in particular, and the risk of losing some or all of your investment in the PLUS.
|
◾ |
The underlying index reflects price return, not total return. The return on the PLUS is based on the performance of
the underlying index, which reflects the changes in the market prices of the index constituent stocks. It is not, however, linked to a “total return” index or strategy, which, in addition to reflecting those price returns, would also
reflect any dividends paid on the index constituent stocks. The return on the PLUS will not include such a total return feature or dividend component.
|
◾ |
Changes affecting the underlying index could have an adverse effect on the market value of, and any amount payable on, the
PLUS. The policies of the index sponsor as specified under “Information About the Underlying Index” (the “index sponsor”), concerning additions, deletions and substitutions of the index constituent stocks and the manner in which
the index sponsor takes account of certain changes affecting those index constituent stocks may adversely affect the value of the underlying index. The policies of the index sponsor with respect to the calculation of the underlying index
could also adversely affect the value of the underlying index. The index sponsor may discontinue or suspend calculation or dissemination of the underlying index. Any such actions could have an adverse effect on the market value of, and any
amount payable on, the PLUS.
|
◾ |
There is no affiliation between the index sponsor and BNS, and BNS is not responsible for any disclosure by such index
sponsor. We or our affiliates may currently, or from time to time engage in business with the index sponsor. However, we and our affiliates are not affiliated with the index sponsor and have no ability to control or predict its
actions. You, as an investor in the PLUS, should conduct your own independent investigation of the index sponsor and the underlying index. The index sponsor is not involved in the PLUS offered hereby in any way and has no obligation of any
sort with respect to your PLUS. The index sponsor has no obligation to take your interests into consideration for any reason, including when taking any actions that might affect the value of, and any amounts payable on, your PLUS.
|
◾ |
BNS’ initial estimated value of the PLUS at the time of pricing (when the terms of your PLUS are set on the pricing date)
will be lower than the issue price of the PLUS. BNS’ initial estimated value of the PLUS is only an estimate. The issue price of the PLUS will exceed BNS’ initial estimated value. The difference between the issue price of the PLUS
and BNS’ initial estimated value reflects costs associated with selling and structuring the PLUS, as well as hedging its obligations under the PLUS. Therefore, the economic terms of the PLUS 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 PLUS 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 PLUS and SCUSA’s estimated value of the PLUS 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 PLUS 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 PLUS as well as the higher issuance, operational and ongoing liability management costs of the PLUS 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 PLUS to be more favorable to you. Consequently, the use of an internal funding rate for the PLUS increases the estimated value of the PLUS at any time and has an adverse effect on
the economic terms of the PLUS.
|
◾ |
BNS’ initial estimated value of the PLUS does not represent future values of the PLUS and may differ from others’ (including
SCUSA’s) estimates. BNS’ initial estimated value of the PLUS is determined by reference to its internal pricing models when the terms of the PLUS are set. These pricing models consider certain factors, such as BNS’ internal funding
rate on the pricing date, the expected term of the PLUS, market conditions and other relevant factors existing at that time, and BNS’ assumptions about market parameters, which can include volatility of the underlying index, dividend rates,
interest rates and other factors. Different
|
PLUS Based on the Value of the S&P 500® Index due on or about January 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
◾ |
The PLUS have limited liquidity. The PLUS will not be listed on any securities exchange or automated quotation
system. Therefore, there may be little or no secondary market for the PLUS. SCUSA and any other affiliates of BNS intend, but are not required, to make a market in the PLUS. Even if there is a secondary market, it may not provide enough
liquidity to allow you to trade or sell the PLUS easily. Because we do not expect that other broker-dealers will participate in the secondary market for the PLUS, the price at which you may be able to trade your PLUS is likely to depend on
the price, if any, at which SCUSA is willing to purchase the PLUS from you. If at any time SCUSA does not make a market in the PLUS, it is likely that there would be no secondary market for the PLUS. Accordingly, you should be willing to
hold your PLUS to maturity.
|
◾ |
The price at which SCUSA would buy or sell your PLUS (if SCUSA makes a market, which it is not obligated to do) will be
based on SCUSA’s estimated value of your PLUS. SCUSA’s estimated value of the PLUS 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 your PLUS in the secondary market (if SCUSA makes a market, which it is not obligated to do) exceeds SCUSA’s estimated value of your PLUS at the time of pricing. As agreed by SCUSA and the distribution participants, this excess is
expected to decline to zero over the period specified under “Additional Information About the PLUS — Supplemental information regarding plan of distribution (conflicts of interest); secondary markets (if any)”. Thereafter, if SCUSA buys or
sells your PLUS 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 your PLUS at any time also will reflect its then-current bid
and ask spread for similar sized trades of structured notes. If SCUSA calculated its estimated value of your PLUS by reference to BNS’ credit spreads or the borrowing rate BNS would pay for its conventional fixed-rate debt securities (as
opposed to BNS’ internal funding rate), the price at which SCUSA would buy or sell your PLUS (if SCUSA makes a market, which it is not obligated to do) could be significantly lower.
|
◾ |
The price of the PLUS prior to maturity will depend on a number of factors and may be substantially less than the stated
principal amount. The price at which the PLUS may be sold prior to maturity will depend on a number of factors. Some of these factors include, but are not limited to: (i) actual or anticipated changes in the value of the underlying
index over the full term of the PLUS, (ii) volatility of the value of the underlying index and the index constituent stocks 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
|
PLUS Based on the Value of the S&P 500® Index due on or about January 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
◾ |
Payments on the PLUS are subject to the credit risk of BNS. The PLUS 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 PLUS, including any repayment of principal, 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 PLUS. If BNS were to default on its obligations, you may not receive any amounts owed to you under the terms of the PLUS and you could lose your entire investment
in the PLUS.
|
■ |
Hedging activities by BNS and SCUSA may negatively impact investors in the PLUS and cause our respective interests and those of our clients and counterparties to be contrary to those of investors in the PLUS. We, SCUSA or one or more of our other affiliates has hedged or
expects to hedge our obligations under the PLUS. Such hedging transactions may include entering into swap or similar agreements, purchasing shares of the index constituent stocks and/or purchasing futures, options and/or other instruments
linked to the underlying index and/or one or more of the index constituent stocks. We, SCUSA or one or more of our other 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 underlying index and/or one or more of the index constituent stocks, at any time and from time to time, and to unwind the hedge by selling any of the foregoing on or before the valuation date. We,
SCUSA or one or more of our other 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 value of the underlying index and/or
one or more underlying index and/or the index constituent stocks. Any of these hedging activities may adversely affect the value of the underlying index—directly or indirectly by affecting the price of their index constituent stocks — and
therefore the market value of the PLUS and the amount you will receive, if any, on the PLUS.
|
PLUS Based on the Value of the S&P 500® Index due on or about January 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
■ |
We, SCUSA and our other affiliates regularly provide services to, or otherwise have business relationships with, a broad
client base, which has included and may include us and the index constituent stock issuers and the market activities by us, SCUSA or our other affiliates for our or their own respective accounts or for our clients could negatively impact
investors in the PLUS. We, SCUSA and our other 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, SCUSA and/or our other affiliates
purchase, sell or hold a broad array of investments, actively trade securities (including the PLUS or other securities that we have issued), the index constituent stocks, 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 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 value of the underlying index and/or the value of the PLUS. 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 index constituent stock 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 value of the
underlying index and the market for your PLUS, and you should expect that our interests and those of SCUSA and/or our other affiliates, clients or counterparties, will at times be adverse to those of investors in the PLUS.
|
■ |
Activities conducted by BNS and its affiliates may impact the value of the underlying index and the value of the PLUS.
Trading or transactions by BNS, SCUSA or our other affiliates in the underlying index or any index constituent stocks, listed and/or over-the-counter options, futures, exchange-traded funds or other instruments with returns linked to the
performance of the underlying index or any index constituent stocks may adversely affect the value of the underlying index or index constituent stocks and, therefore, the market value of the PLUS. See “— Hedging activities by BNS and SCUSA
may negatively impact investors in the PLUS and cause our respective interests and those of our clients and counterparties to be contrary to those of investors in the PLUS” for additional information regarding hedging-related transactions
and trading.
|
■ |
The calculation agent will have significant discretion with respect to the PLUS, 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 will determine the payment at maturity of the PLUS, if any, based on the observed final index value. The calculation agent can
postpone the determination of the final index value (and therefore the related maturity date) if a market disruption event occurs and is continuing with respect to the underlying index on the valuation date.
|
■ |
BNS and its affiliates may publish research or make opinions or recommendations that are inconsistent with an investment in
the PLUS. BNS, SCUSA and our other affiliates may publish research from time to time on financial markets and other matters that may influence the value of the PLUS, or express opinions or provide recommendations that are
inconsistent with purchasing or holding the PLUS. Any research, opinions or recommendations expressed by BNS, SCUSA or our other 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 PLUS and the underlying index to which the PLUS are linked.
|
PLUS Based on the Value of the S&P 500® Index due on or about January 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
◾ |
Uncertain tax treatment. Significant aspects of the tax treatment of the PLUS are uncertain. You should consult your
tax advisor about your tax situation. See “Additional Information About the PLUS — Tax Considerations” and “— Material Canadian Income Tax Consequences” herein.
|
PLUS Based on the Value of the S&P 500® Index due on or about January 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
Bloomberg Ticker Symbol:
|
SPX <Index>
|
52 Week High (on July 31, 2023):
|
4,588.96
|
Current Index Value:
|
4,547.38
|
52 Week Low (on December 28, 2022):
|
3,783.22
|
52 Weeks Ago (on November 18, 2022):
|
3,965.34
|
PLUS Based on the Value of the S&P 500® Index due on or about January 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
S&P 500® Index
|
High
|
Low
|
Period End
|
2018
|
|||
First Quarter
|
2,872.87
|
2,581.00
|
2,640.87
|
Second Quarter
|
2,786.85
|
2,581.88
|
2,718.37
|
Third Quarter
|
2,930.75
|
2,713.22
|
2,913.98
|
Fourth Quarter
|
2,925.51
|
2,351.10
|
2,506.85
|
2019
|
|||
First Quarter
|
2,854.88
|
2,447.89
|
2,834.40
|
Second Quarter
|
2,954.18
|
2,744.45
|
2,941.76
|
Third Quarter
|
3,025.86
|
2,840.60
|
2,976.74
|
Fourth Quarter
|
3,240.02
|
2,887.61
|
3,230.78
|
2020
|
|||
First Quarter
|
3,386.15
|
2,237.40
|
2,584.59
|
Second Quarter
|
3,232.39
|
2,470.50
|
3,100.29
|
Third Quarter
|
3,580.84
|
3,115.86
|
3,363.00
|
Fourth Quarter
|
3,756.07
|
3,269.96
|
3,756.07
|
2021
|
|||
First Quarter
|
3,974.54
|
3,700.65
|
3,972.89
|
Second Quarter
|
4,297.50
|
4,019.87
|
4,297.50
|
Third Quarter
|
4,536.95
|
4,258.49
|
4,307.54
|
Fourth Quarter
|
4,793.06
|
4,300.46
|
4,766.18
|
2022
|
|||
First Quarter
|
4,796.56
|
4,170.70
|
4,530.41
|
Second Quarter
|
4,582.64
|
3,666.77
|
3,785.38
|
Third Quarter
|
4,305.20
|
3,585.62
|
3,585.62
|
Fourth Quarter
|
4,080.11
|
3,577.03
|
3,839.50
|
2023
|
|||
First Quarter
|
4,179.76
|
3,808.10
|
4,109.31
|
Second Quarter
|
4,450.38
|
4,055.99
|
4,450.38
|
Third Quarter
|
4,588.96
|
4,273.53
|
4,288.05
|
Fourth Quarter (through November 20, 2023)
|
4,547.38
|
4,117.37
|
4,547.38
|
PLUS Based on the Value of the S&P 500® Index due on or about January 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
S&P 500® Index – Daily Index Closing Values
January 1, 2018 to November 20, 2023
|
PLUS Based on the Value of the S&P 500® Index due on or about January 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
Additional Provisions:
|
||||
Trustee:
|
Computershare Trust Company, N.A.
|
|||
Calculation agent:
|
Scotia Capital Inc.
|
|||
Trading day:
|
As specified in the product supplement under “General Terms of the Notes — Special Calculation Provisions — Trading Day”.
|
|||
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 provisions 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 PLUS.
|
|||
Canadian bail-in:
|
The PLUS 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
document, and for purposes of the foregoing, the terms used herein mean the corresponding terms as defined in the accompanying product supplement, as specified below:
|
|||
Term used herein
|
Corresponding term in the accompanying product supplement
|
|||
underlying index
|
reference asset
|
|||
index constituent stocks
|
reference asset constituents
|
|||
stated principal amount
|
principal amount
|
|||
original issue date
|
issue date
|
|||
valuation date
|
final valuation date
|
|||
index closing value
|
closing value
|
|||
initial index value
|
initial value
|
|||
final index value
|
final value
|
|||
underlying return
|
reference asset return
|
|||
leverage factor
|
participation rate
|
|||
Additional information regarding estimated
value of the PLUS:
|
On the cover page of this pricing supplement, BNS has provided the initial estimated value range for the PLUS. This range of estimated values was
determined by reference to BNS’ internal pricing models, which take into consideration certain factors, such as BNS’ internal funding rate on the pricing date and BNS’ assumptions about market parameters. For more information about the
initial estimated value, see “Risk Factors — Risks Relating to Estimated Value and Liquidity” herein.
The economic terms of the PLUS are based on BNS’ internal funding rate, which is the rate BNS would pay to borrow funds through the issuance of similar
market-linked securities and the economic terms of certain related hedging arrangements. Due to these factors, the issue price you pay to purchase the PLUS will be greater than the initial estimated value of the PLUS. BNS’ internal funding
rate is typically lower than the rate BNS would pay when it issues conventional fixed rate debt securities as discussed further under “Risk Factors — Risks Relating to Estimated Value and Liquidity — Neither BNS’ nor SCUSA’s estimated value
of the PLUS 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’ use of its internal funding rate reduces the economic terms of the PLUS to you.
We urge you to read the “Risk Factors” in this pricing supplement for additional information.
|
|||
Material Canadian income tax
consequences:
|
See “Supplemental Discussion of Canadian Tax Consequences” in the accompanying product supplement for a discussion of the material Canadian income tax
consequences of an investment in the PLUS. In addition to the assumptions, limitations and conditions described therein, such discussion assumes that a Non-Resident Holder is not an entity in respect of which BNS is a “specified entity” as
defined in proposals to amend the Income Tax Act (Canada) (the “Act”) released by the Minister of Finance (Canada) on April 29, 2022 with respect to “hybrid mismatch arrangements”, as defined (the “Hybrid Mismatch Proposals”). In general
terms, the Hybrid Mismatch Proposals provide that two entities will be treated as specified entities in respect of one another if one entity,
|
PLUS Based on the Value of the S&P 500® Index due on or about January 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
directly or indirectly, holds a 25% equity interest in the other entity, or a third entity, directly or indirectly, holds a 25% equity interest in both
entities.
Such discussion further assumes that no amount paid or payable to a Non-Resident Holder will be the deduction component of a “hybrid mismatch arrangement”
under which the payment arises within the meaning of proposed paragraph 18.4(3)(b) of the Act contained in the Hybrid Mismatch Proposals.
Investors should note that the Hybrid Mismatch Proposals are in consultation form, are highly complex, and there remains significant uncertainty as to
their interpretation and application. There can be no assurance that the Hybrid Mismatch Proposals will be enacted in their current form, or at all.
|
|||
Tax considerations:
|
The U.S. federal income tax consequences of your investment in the PLUS are uncertain.
There are no statutory provisions, regulations, published rulings or judicial decisions addressing the characterization for U.S. federal income tax purposes of securities with terms that are substantially the same as the PLUS. Some of
these tax consequences are summarized below, but we urge you to read the more detailed discussion in “Material U.S. Federal Income Tax Consequences”, in the accompanying product supplement and to discuss the tax consequences of your
particular situation with your tax advisor. This discussion is based upon the U.S. Internal Revenue Code of 1986, as amended (the “Code”), final, temporary and
proposed U.S. Department of the Treasury (the “Treasury”) regulations, rulings and decisions, in each case, as available and in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. Tax
consequences under state, local and non-U.S. laws are not addressed herein. No ruling from the U.S. Internal Revenue Service (the “IRS”) has been sought as to the U.S. federal income tax consequences of your investment in the PLUS, and
the following discussion is not binding on the IRS.
U.S. Tax Treatment. Pursuant to the terms of the PLUS, BNS and you agree, in
the absence of a statutory or regulatory change or an administrative determination or judicial ruling to the contrary, to characterize your PLUS as prepaid derivative contracts with respect to the underlying index. If your PLUS are so
treated, you should generally recognize long-term capital gain or loss if you hold your PLUS for more than one year (and, otherwise, short-term capital gain or loss) upon the taxable disposition (including cash settlement) of your PLUS, in
an amount equal to the difference between the amount you receive at such time and the amount you paid for your PLUS. The deductibility of capital losses is subject to limitations.
Based on certain factual representations received from us, our special U.S. tax counsel, Fried, Frank, Harris, Shriver & Jacobson
LLP, is of the opinion that it would be reasonable to treat your PLUS in the manner described above. However, because there is no authority that specifically addresses the tax treatment of the PLUS, it is possible that your PLUS could
alternatively be treated for tax purposes as a single contingent payment debt instrument, or pursuant to some other characterization, such that the timing and character of your income from the PLUS could differ materially and adversely from
the treatment described above, as described further under “Material U.S. Federal Income Tax Consequences”, in the accompanying product supplement.
Except to the extent otherwise required by law, BNS intends to treat your PLUS for U.S. federal income tax purposes in accordance with the treatment
described above and under “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement, unless and until such time as the Treasury and the IRS determine that some other treatment is more appropriate.
Notice 2008-2. In 2007, the IRS released a notice that may affect the
taxation of holders of the PLUS. According to Notice 2008-2, the IRS and the Treasury are actively considering whether a holder of an instrument such as the PLUS should be required to accrue ordinary income on a current basis. It is not
possible to determine what guidance they will ultimately issue, if any. It is possible, however, that under such guidance, holders of the PLUS will ultimately be required to accrue income currently and this could be applied on a retroactive
basis. The IRS and the Treasury are also considering other relevant issues, including whether additional gain or loss from such instruments should be treated as ordinary or capital, whether non-U.S. holders of such instruments should be
subject to
|
PLUS Based on the Value of the S&P 500® Index due on or about January 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
withholding tax on any deemed income accruals, and whether the special “constructive ownership rules” of Section 1260 of the Code should be applied to such
instruments. Both U.S. and non-U.S. holders are urged to consult their tax advisors concerning the significance, and the potential impact, of the above considerations.
Medicare Tax on Net Investment Income. U.S. holders that are individuals,
estates or certain trusts are subject to an additional 3.8% tax on all or a portion of their “net investment income,” or “undistributed net investment income” in the case of an estate or trust, which may include any income or gain realized
with respect to the PLUS, to the extent of their net investment income or undistributed net investment income (as the case may be) that, when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual,
$250,000 for a married taxpayer filing a joint return (or a surviving spouse), $125,000 for a married individual filing a separate return or the dollar amount at which the highest tax bracket begins for an estate or trust. The 3.8% Medicare
tax is determined in a different manner than the regular income tax. U.S. holders should consult their tax advisors as to the consequences of the 3.8% Medicare tax.
Specified Foreign Financial Assets. U.S. holders may be subject to reporting
obligations with respect to their PLUS if they do not hold their PLUS in an account maintained by a financial institution and the aggregate value of their PLUS and certain other “specified foreign financial assets” (applying certain
attribution rules) exceeds an applicable threshold. Significant penalties can apply if a U.S. holder is required to disclose its PLUS and fails to do so.
Non-U.S. Holders. Subject to Section 871(m) of the Code and “FATCA”,
discussed below, if you are a non-U.S. holder you should generally not be subject to U.S. withholding tax with respect to payments on your PLUS or to generally applicable information reporting and backup withholding requirements with
respect to payments on your PLUS if you comply with certain certification and identification requirements as to your non-U.S. status (by providing us (and/or the applicable withholding agent) with a fully completed and duly executed
applicable IRS Form W-8). Subject to Section 897 of the Code and Section 871(m) of the Code, discussed below, gain realized from the taxable disposition of a PLUS generally should not be subject to U.S. tax unless (i) such gain is
effectively connected with a trade or business conducted by you in the U.S., (ii) you are a non-resident alien individual and are present in the U.S. for 183 days or more during the taxable year of such taxable disposition and certain other
conditions are satisfied or (iii) you have certain other present or former connections with the U.S.
Section 897. We will not attempt to ascertain whether any index constituent
stock issuer would be treated as a “United States real property holding corporation” (“USRPHC”) within the meaning of Section 897 of the Code. We also have not attempted to determine whether the PLUS should be treated as “United States real
property interests” (“USRPI”) as defined in Section 897 of the Code. If any such entity and the PLUS were so treated, certain adverse U.S. federal income tax consequences could possibly apply, including subjecting any gain to a non-U.S.
holder in respect of a PLUS upon a taxable disposition (including cash settlement) of the Section 897 to the U.S. federal income tax on a net basis, and the proceeds from such a taxable disposition to a 15% withholding tax. Non-U.S. holders
should consult their tax advisors regarding the potential treatment of any index constituent stock issuer as a USRPHC and the PLUS as USRPI.
Section 871(m). A 30% withholding tax (which may be reduced by an applicable
income tax treaty) is imposed under Section 871(m) of the Code on certain “dividend equivalents” paid or deemed paid to a non-U.S. holder with respect to a “specified equity-linked instrument” that references one or more dividend-paying
U.S. equity securities or indices containing U.S. equity securities. The withholding tax can apply even if the instrument does not provide for payments that reference dividends. Treasury regulations provide that the withholding tax applies
to all dividend equivalents paid or deemed paid on specified equity-linked instruments that have a delta of one (“delta-one specified equity-linked instruments”) issued after 2016 and to all dividend equivalents paid or deemed paid on all
other specified equity-linked instruments issued after 2017. However, the IRS has issued guidance that states that the Treasury and the IRS intend to amend the effective dates of the Treasury regulations to provide that withholding on
dividend equivalents paid or deemed paid will not apply to specified equity-linked
|
PLUS Based on the Value of the S&P 500® Index due on or about January 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
instruments that are not delta-one specified equity-linked instruments and are issued before January 1, 2025.
Based on the nature of the underlying index and our determination that the PLUS are not “delta-one” with respect to the underlying index or any index
constituent stocks, our special U.S. tax counsel is of the opinion that the PLUS should not be delta-one specified equity-linked instruments and thus should not be subject to withholding on dividend equivalents. Our determination is not
binding on the IRS, and the IRS may disagree with this determination. Furthermore, the application of Section 871(m) of the Code will depend on our determinations on the date the terms of the PLUS are set. If withholding is required, we
will not make payments of any additional amounts.
Nevertheless, after the date the terms are set, it is possible that your PLUS could be deemed to be reissued for tax purposes upon the occurrence of
certain events affecting the underlying index, any index constituent stocks or your PLUS, and following such occurrence your PLUS could be treated as delta-one specified equity-linked instruments that are subject to withholding on dividend
equivalents. It is also possible that withholding tax or other tax under Section 871(m) of the Code could apply to the PLUS under these rules. If you enter, or have entered, into other transactions in respect of the underlying index, any
index constituent stocks or the PLUS should consult your tax advisor regarding the application of Section 871(m) of the Code to your PLUS in the context of your other transactions.
Because of the uncertainty regarding the application of the 30% withholding tax on dividend equivalents to the PLUS, you are urged to
consult your tax advisor regarding the potential application of Section 871(m) of the Code and the 30% withholding tax to an investment in the PLUS.
FATCA. The Foreign Account Tax Compliance Act (“FATCA”) was enacted on March
18, 2010, and imposes a 30% U.S. withholding tax on “withholdable payments” (i.e., certain U.S.-source payments, including interest (and original issue discount), dividends, other fixed or determinable annual or periodical gain, profits,
and income, and on the gross proceeds from a disposition of property of a type which can produce U.S.-source interest or dividends) and “passthru payments” (i.e., certain payments attributable to withholdable payments) made to certain
foreign financial institutions (and certain of their affiliates) unless the payee foreign financial institution agrees (or is required), among other things, to disclose the identity of any U.S. individual with an account at the institution
(or the relevant affiliate) and to annually report certain information about such account. FATCA also requires withholding agents making withholdable payments to certain foreign entities that do not disclose the name, address, and taxpayer
identification number of any substantial U.S. owners (or do not certify that they do not have any substantial U.S. owners) to withhold tax at a rate of 30%. Under certain circumstances, a holder may be eligible for refunds or credits of
such taxes.
Pursuant to final and temporary Treasury regulations and other IRS guidance, the withholding and reporting requirements under FATCA will generally apply to
certain “withholdable payments”, will not apply to gross proceeds on a sale or disposition, and will apply to certain foreign passthru payments only to the extent that such payments are made after the date that is two years after final
regulations defining the term “foreign passthru payment” are published. If withholding is required, we (or the applicable paying agent) will not be required to pay additional amounts with respect to the amounts so withheld. Foreign
financial institutions and non-financial foreign entities located in jurisdictions that have an intergovernmental agreement with the U.S. governing FATCA may be subject to different rules.
Investors should consult their tax advisors about the application of FATCA, in particular if they may be classified as financial institutions (or if they
hold their PLUS through a foreign entity) under the FATCA rules.
Backup Withholding and Information Reporting. The proceeds received from a
taxable disposition of the PLUS will be subject to information reporting unless you are an “exempt recipient” and may also be subject to backup withholding at the rate specified in the Code if you fail to provide certain identifying
information (such as an accurate taxpayer number, if you are a U.S. holder) or meet certain other conditions.
Amounts withheld under the backup withholding rules are not additional taxes and may be refunded or credited against your U.S. federal income tax
liability,
|
PLUS Based on the Value of the S&P 500® Index due on or about January 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
provided the required information is furnished to the IRS.
U.S. Federal Estate Tax Treatment of Non-U.S. Holders. A PLUS may be subject
to U.S. federal estate tax if an individual non-U.S. holder holds the PLUS at the time of his or her death. The gross estate of a non-U.S. holder domiciled outside the U.S. includes only property situated in the U.S. Individual non-U.S.
holders should consult their tax advisors regarding the U.S. federal estate tax consequences of holding the PLUS at death.
Proposed Legislation. In 2007, legislation was introduced in Congress that, if
it had been enacted, would have required holders of PLUS purchased after the bill was enacted to accrue interest income over the term of the PLUS despite the fact that there will be no interest payments over the term of the PLUS.
Furthermore, in 2013, the House Ways and Means Committee released in draft form certain proposed legislation relating to financial instruments. If it had
been enacted, the effect of this legislation generally would have been to require instruments such as the PLUS to be marked to market on an annual basis with all gains and losses to be treated as ordinary, subject to certain exceptions.
It is not possible to predict whether any similar or identical bills will be enacted in the future, or whether any such bill would affect the tax treatment
of your PLUS. You are urged to consult your tax advisor regarding the possible changes in law and their possible impact on the tax treatment of your PLUS.
Both U.S. and non-U.S. holders are urged to consult their tax advisors concerning the application of U.S. federal income tax laws to
their particular situations, as well as any tax consequences of the purchase, beneficial ownership and disposition of the PLUS arising under the laws of any state, local, non-U.S. or other taxing jurisdiction (including that of BNS).
|
|||
Supplemental information regarding plan
of distribution (conflicts of interest);
secondary markets (if any):
|
SCUSA, our affiliate, will purchase the PLUS at the stated principal amount and, as part of the distribution of the PLUS, will sell the PLUS to Morgan
Stanley Wealth Management with an underwriting discount of $22.50 reflecting a fixed sales commission of $17.50 and fixed structuring fee of $5.00 per $1,000.00 stated principal amount of PLUS that Morgan Stanley Wealth Management sells.
BNS or an affiliate may also pay a fee to LFT Securities, LLC, an entity in which an affiliate of Morgan Stanley Wealth Management has an ownership interest, for providing certain electronic platform services with respect to this offering.
|
||
BNS, SCUSA or any other affiliate of BNS may use this document, the accompanying product supplement and the accompanying prospectus in a market-making
transaction for any PLUS after their initial sale. In connection with the offering, BNS, SCUSA, any other affiliate of BNS or any other securities dealers may distribute this document, the accompanying product supplement and the
accompanying prospectus electronically. Unless BNS or its agent informs the purchaser otherwise in the confirmation of sale, this document, the accompanying product supplement and the accompanying prospectus are being used in a
market-making transaction.
|
|||
Conflicts of Interest — SCUSA is an affiliate of BNS and, as such, has a “conflict of interest” in this offering within the meaning of the Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5121. In addition, BNS will
receive the gross proceeds from the initial public offering of the PLUS, thus creating an additional conflict of interest within the meaning of FINRA Rule 5121. Consequently, the offering is being conducted in compliance with the provisions
of FINRA Rule 5121. SCUSA is not permitted to sell securities in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder.
In the ordinary course of their various business activities, SCUSA, and its affiliates may make or hold a broad array of investments and actively trade
debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve
securities and/or instruments of BNS. SCUSA, and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or
recommend to clients that they acquire, long and/or short positions in such securities and instruments.
|
|||
SCUSA and its affiliates may offer to buy or sell the PLUS in the secondary market (if
any) at prices greater than BNS’ internal valuation — The value
|
PLUS Based on the Value of the S&P 500® Index due on or about January 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
of the PLUS at any time will vary based on many factors that cannot be predicted. However, the price (not including SCUSA’s or any affiliates’ customary
bid-ask spreads) at which SCUSA or any affiliate would offer to buy or sell the PLUS immediately after the pricing date in the secondary market is expected to exceed the initial estimated value of the PLUS as determined by reference to our
internal pricing models. The amount of the excess will decline to zero on a straight line basis over a period ending no later than 6 weeks after the pricing date, provided that SCUSA may shorten the period based on various factors,
including the magnitude of purchases and other negotiated provisions with selling agents. Notwithstanding the foregoing, SCUSA and its affiliates intend, but are not required, to make a market for the PLUS and may stop making a market at
any time. For more information about secondary market offers and the initial estimated value of the PLUS, see “Risk Factors” herein.
|
|||
Prohibition of sales to EEA retail investors:
|
The PLUS are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”);
(ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in
Regulation (EU) 2017/1129, as amended. Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”), for offering or selling the PLUS or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the PLUS or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
|
||
Prohibition of sales to United Kingdom
retail investors:
|
The only categories of person in the United Kingdom to whom this document may be distributed are those persons who (i) have professional experience in
matters relating to investments falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion
Order”)), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (“FSMA”)) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all
such persons in (i)-(iii) above together being referred to as “Relevant Persons”). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or
investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This document may only be provided to persons in the United Kingdom in circumstances where section
21(1) of FSMA does not apply to BNS. The PLUS are not being offered to “retail investors” within the meaning of the Packaged Retail and Insurance-based Investment Products Regulations 2017 and accordingly no Key Information Document has
been produced under these regulations.
|
1 Year Bank Nova Scotia Halifax Chart |
1 Month Bank Nova Scotia Halifax Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions