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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 | |
---|---|---|---|---|---|---|---|---|
0.14 | 0.31% | 45.98 | 46.03 | 45.615 | 45.90 | 1,336,950 | 00:30:55 |
August 2024
Preliminary Pricing Supplement
Dated July 29, 2024
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:
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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 security
|
Issue price:
|
$1,000.00 per security (see “Commissions and issue price” below)
|
Minimum investment:
|
$1,000 (1 security)
|
Coupon:
|
None
|
Pricing date:
|
August 14, 2024
|
Original issue date:
|
August 19, 2024 (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 one business day (T+1), unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities in the secondary market on any date prior to one business day before delivery of the securities
will be required, by virtue of the fact that the securities 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:
|
August 31, 2027, subject to postponement in the event of a market disruption event as described in the accompanying product supplement
|
Maturity date:
|
September 3, 2027, subject to postponement in the event of a market disruption event, as described in the accompanying product supplement
|
Payment at maturity per
security:
|
◾ If the final index value is greater than the initial index value:
$1,000.00 + supplemental redemption amount, subject to 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), subject to the minimum payment at maturity
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, provided that the payment at maturity will not be less than the minimum payment at maturity. Accordingly, you could lose up to 5.00% of your investment in the securities. All payments on the securities are subject
to the credit risk of BNS.
|
Underlying return:
|
(final index value − initial index value) / initial index value
|
Supplemental redemption
amount:
|
$1,000.00 × underlying return
|
Maximum gain:
|
24.65%
|
Maximum payment at maturity:
|
$1,246.50 per security (124.65% of the stated principal amount)
|
Minimum payment at maturity:
|
$950.00 per security (95.00% 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:
|
06417Y5S4 / US06417Y5S46
|
Listing:
|
The securities 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 $929.62 and $959.62 per stated principal amount, which will be less than the issue price listed above. See “Additional Information About the Securities — Additional information regarding
estimated value of the securities” 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 securities 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 security:
|
$1,000.00
|
$25.00(a)
+ $5.00(b)
$30.00
|
$970.00
|
Total:
|
$●
|
$●
|
$●
|
(1) |
SCUSA, will purchase the securities at the stated principal amount and, as part of the distribution of the securities, will sell all of the securities to Morgan Stanley Smith Barney LLC
(“Morgan Stanley Wealth Management”) at an underwriting discount which reflects:
|
|
(a)
|
a fixed sales commission of $25.00 per $1,000.00 stated principal amount of the securities that Morgan Stanley Wealth Management sells and
|
|
(b)
|
a fixed structuring fee of $5.00 per $1,000.00 stated principal amount of the securities that Morgan Stanley Wealth Management sells,
|
Partial Principal at Risk Securities Based on the Value of the S&P 500® Index due on or about September 3, 2027
|
♦ |
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:
|
Partial Principal at Risk Securities Based on the Value of the S&P 500® Index due on or about September 3, 2027
|
Maturity:
|
Approximately 36 months
|
Maximum payment at maturity:
|
$1,246.50 per security (124.65% of the stated principal amount)
|
Maximum gain:
|
24.65%
|
Coupon:
|
None
|
Minimum payment at maturity:
|
$950.00 (95.00% of the stated principal amount).
|
Listing:
|
The securities will not be listed or displayed on any securities exchange or any electronic communications network
|
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 supplemental redemption amount, subject to the maximum payment at maturity of $1,246.50 per security (124.65% 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 lose 1% for every 1% that the final index
value falls below the initial index value, subject to the minimum payment at maturity. For example, if the underlying return is -3%, each security will redeem for $970.00, or 97% of the stated principal amount. Alternatively, if the
underlying return is -15%, each security will redeem for $950.00, or 95% of the stated principal amount. You could lose up to 5.00% of your investment in the securities.
|
Partial Principal at Risk Securities Based on the Value of the S&P 500® Index due on or about September 3, 2027
|
■ |
You fully understand and are willing to accept the risks of an investment in the securities, including the risk that you may lose up to 5% of your investment in the securities
|
■ |
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 securities will not exceed the maximum gain
|
■ |
You can tolerate fluctuations in the market prices of the securities 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 the index constituent stocks
|
■ |
You are willing and able to hold the securities to maturity, a term of approximately 36 months, and accept that there may be little or no secondary market for the securities
|
■ |
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 securities, 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 securities, including the risk that you may lose up to 5% of your investment in the securities
|
■ |
You require an investment that provides full protection against loss of principal
|
■ |
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 securities is limited to the maximum gain
|
■ |
You cannot tolerate fluctuations in the market price of the securities 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 securities to maturity, a term of approximately 36 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 securities, including any repayment of principal
|
Partial Principal at Risk Securities Based on the Value of the S&P 500® Index due on or about September 3, 2027
|
Stated principal amount:
|
$1,000.00 per security
|
|
Hypothetical initial index value:
|
5,000.00
|
|
Maximum payment at maturity:
|
$1,246.50 per security
|
|
Maximum gain:
|
24.65%
|
|
Minimum payment at maturity:
|
$950.00 (95.00% of the stated principal amount)
|
Final index value
|
Underlying return
|
Payment at maturity per
security:
|
Return on the securities
|
7,500.00
|
+50.00%
|
$1,246.50
|
+24.65%
|
7,000.00
|
+40.00%
|
$1,246.50
|
+24.65%
|
6,500.00
|
+30.00%
|
$1,246.50
|
+24.65%
|
6,232.50
|
+24.65%
|
$1,246.50
|
+24.65%
|
6,000.00
|
+20.00%
|
$1,200.00
|
+20.00%
|
5,750.00
|
+15.00%
|
$1,150.00
|
+15.00%
|
5,500.00
|
+10.00%
|
$1,100.00
|
+10.00%
|
5,250.00
|
+5.00%
|
$1,050.00
|
+5.00%
|
5,000.00
|
0.00%
|
$1,000.00
|
0.00%
|
4,900.00
|
-2.00%
|
$980.00
|
-2.00%
|
4,800.00
|
-4.00%
|
$960.00
|
-4.00%
|
4,750.00
|
-5.00%
|
$950.00
|
-5.00%
|
4,500.00
|
-10.00%
|
$950.00
|
-5.00%
|
4,000.00
|
-20.00%
|
$950.00
|
-5.00%
|
3,500.00
|
-30.00%
|
$950.00
|
-5.00%
|
3,000.00
|
-40.00%
|
$950.00
|
-5.00%
|
2,500.00
|
-50.00%
|
$950.00
|
-5.00%
|
1,250.00
|
-75.00%
|
$950.00
|
-5.00%
|
0.00
|
-100.00%
|
$950.00
|
-5.00%
|
Final index value
|
5,500.00
|
Underlying return
|
(5,500.00 – 5,000.00) / 5,000.00 = 10.00%
|
Payment at maturity
|
= $1,000.00 + supplemental redemption amount, subject to the maximum payment at maturity
|
= $1,000.00 + ($1,000.00 × underlying return), subject to the maximum payment at maturity
|
|
= $1,000.00 + ($1,000.00 × 10.00%), subject to the maximum payment at maturity
|
|
= $1,100.00
|
Final index value
|
7,500.00
|
Partial Principal at Risk Securities Based on the Value of the S&P 500® Index due on or about September 3, 2027
|
Underlying return
|
(7,500.00 – 5,000.00) / 5,000.00 = 50.00%
|
Payment at maturity
|
= $1,000.00 + supplemental redemption amount, subject to the maximum payment at maturity
|
= $1,000.00 + ($1,000.00 × underlying return), subject to the maximum payment at maturity
|
|
= maximum payment at maturity of $1,246.50 per security
|
Final index value
|
4,850.00
|
Underlying return
|
(4,850.00 – 5,000.00) / 5,000.00 = -3.00%
|
Payment at maturity
|
= $1,000.00 + ($1,000.00 × underlying return), subject to the minimum payment at maturity
|
= $970.00
|
Final index value
|
4,000.00
|
Underlying return
|
(4,000.00 – 5,000.00) / 5,000.00 = -20.00%
|
Payment at maturity
|
= $1,000.00 + ($1,000.00 × underlying return), subject to the minimum payment at maturity
|
= $950.00
|
Partial Principal at Risk Securities Based on the Value of the S&P 500® Index due on or about September 3, 2027
|
◾ |
You may receive no positive return and the securities provide for a minimum payment at maturity of only 95% of the stated principal amount. The securities differ from ordinary debt securities in
that they provide for a minimum payment at maturity of only 95% of the stated principal amount. If the final index value is less than the initial index value, you will not earn any positive return and you will lose 1% of the stated
principal amount for every 1% that the final index value falls below the initial index value, subject to the minimum payment at maturity. You may lose up to 5.00% of your investment in the securities.
|
◾ |
The stated payout from the issuer applies only at maturity. You should be willing to hold your securities to maturity. The stated payout 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 value of the underlying index is equal to or
greater than the initial index value. All payments on the securities are subject to the credit risk of BNS.
|
◾ |
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
underlying return in excess of an amount that exceeds the maximum gain. Your return on the securities 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 securities.
|
◾ |
The amount payable on the securities 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-trading 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 securities 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 securities is not the same as owning the index constituent stocks. The return on your securities 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 that is greater than 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 securities. In addition, as an owner of the securities, you will not have voting rights or any other
rights that a holder of the index constituent stocks may have.
|
◾ |
An investment in the securities involves market risk associated with the underlying index. The return on the securities, 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. You, as an investor in the securities, should make your own investigation into the underlying index and the
index constituent stocks.
|
◾ |
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 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 up to 5.00% of your investment in the securities.
|
Partial Principal at Risk Securities Based on the Value of the S&P 500® Index due on or about September 3, 2027
|
◾ |
The underlying index reflects price return, not total return. The return on the securities 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
securities 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 securities. 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 securities.
|
◾ |
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 securities, should conduct your own independent
investigation of the index sponsor and the underlying index. The index sponsor is not involved in the securities offered hereby in any way and has no obligation of any sort with respect to your securities. 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 securities.
|
◾ |
BNS’ initial estimated value of the securities at the time of pricing (when the terms of your securities are set on the pricing 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 pricing 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 of the underlying index, 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.
|
Partial Principal at Risk Securities Based on the Value of the S&P 500® Index due on or about September 3, 2027
|
◾ |
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 your securities (if SCUSA makes a market, which it is not obligated to do) will be based on SCUSA’s estimated value of your securities. 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 your securities in the secondary market (if SCUSA makes a
market, which it is not obligated to do) exceeds SCUSA’s estimated value of your securities 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 Securities — Supplemental information regarding plan of distribution (conflicts of interest); secondary markets (if any)”. Thereafter, if SCUSA buys or sells your 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 your securities 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 securities 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 securities (if SCUSA makes a market, which it is not obligated to do) could be significantly lower.
|
◾ |
The price of the securities 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 securities 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 securities, (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 yields on the index constituent stocks 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.
|
Partial Principal at Risk Securities Based on the Value of the S&P 500® Index due on or about September 3, 2027
|
◾ |
Payments on the securities are subject to the 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, 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.
|
◾ |
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 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 value of their index constituent stocks — and therefore the market value of the securities and the amount you will receive on the 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 securities. 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 securities 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 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 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
securities, 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 securities.
|
Partial Principal at Risk Securities Based on the Value of the S&P 500® Index due on or about September 3, 2027
|
◾ |
Activities conducted by BNS and its affiliates may impact the value of the underlying index and the value of the securities. 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 securities. See “— 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 will determine the payment at maturity of the securities 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 securities. 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 securities, or express opinions or provide recommendations that are inconsistent with purchasing or holding the securities. 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 securities and the underlying index to which the securities are linked.
|
◾ |
Because the securities are subject to special rules governing CPDI for U.S. federal income tax purposes, you generally will be required to pay taxes on ordinary income from the securities even though you
will not receive any payment on the securities prior to the maturity date. If you are a U.S. holder, you generally will be required to pay taxes on ordinary income from the securities over their term based on the comparable yield
for the securities, even though you will not receive any payment on the securities until the maturity date. This comparable yield is determined solely to calculate the amount on which you will be taxed prior to the maturity date and is
neither a prediction nor a guarantee of what the actual yield will be. In addition, any gain you may recognize on the taxable disposition of the securities will be taxed as ordinary interest income. If you purchased the securities in the
secondary market, the tax consequences to you may be different. Please see “Additional Information About the Securities — Tax Considerations” herein for a more detailed discussion. Please also consult your tax advisor concerning the U.S.
federal income tax and any other applicable tax consequences to you of owning your securities in your particular circumstances.
|
◾ |
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 “Additional Information About
the Securities — Tax Considerations” and “— Material Canadian Income Tax Consequences” herein.
|
Partial Principal at Risk Securities Based on the Value of the S&P 500® Index due on or about September 3, 2027
|
Bloomberg Ticker Symbol:
|
SPX <Index>
|
52 Week High (on July 16, 2024):
|
5,667.20
|
Current Index Value:
|
5,459.10
|
52 Week Low (on October 27, 2023):
|
4,117.37
|
52 Weeks Ago (on July 26, 2023):
|
4,566.75
|
Partial Principal at Risk Securities Based on the Value of the S&P 500® Index due on or about September 3, 2027
|
S&P 500® Index
|
High
|
Low
|
Period End
|
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
|
4,783.35
|
4,117.37
|
4,769.83
|
2024
|
|||
First Quarter
|
5,254.35
|
4,688.68
|
5,254.35
|
Second Quarter
|
5,487.03
|
4,967.23
|
5,460.48
|
Third Quarter (through July 26, 2024)
|
5,667.20
|
5,399.22
|
5,459.10
|
Partial Principal at Risk Securities Based on the Value of the S&P 500® Index due on or about September 3, 2027
|
S&P 500® Index – Daily Index closing values
January 1, 2019 to July 26, 2024
|
Partial Principal at Risk Securities Based on the Value of the S&P 500® Index due on or about September 3, 2027
|
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 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 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
|
|||
Additional information
regarding estimated value of
the securities:
|
On the cover page of this pricing supplement, BNS has provided the initial estimated value range for the securities. 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 securities 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 securities will be greater than the initial estimated value of the securities. 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 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’ use of its internal funding rate reduces the economic terms of the
securities 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. 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 the Income Tax Act (Canada) (the “Act”).
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 paragraph 18.4(3)(b) of the Act.
|
|||
Tax considerations:
|
The U.S. federal income tax consequences of your investment in the securities 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 securities. 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
|
Partial Principal at Risk Securities Based on the Value of the S&P 500® Index due on or about September 3, 2027
|
securities, and the following discussion is not binding on the IRS.
U.S. Tax Treatment. Pursuant to the terms of the securities, 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 securities as contingent payment debt instruments (“CPDI”) subject to taxation under the “noncontingent bond method”. If your
securities are so treated, you should generally, for each accrual period, accrue original issue discount (“OID”) equal to the product of (i) the “comparable yield” (adjusted for the length of the accrual period) and (ii) the “adjusted
issue price” of the securities at the beginning of the accrual period. This amount is ratably allocated to each day in the accrual period and is includible as ordinary interest income by a U.S. holder for each day in the accrual
period on which the U.S. holder holds the CPDI, whether or not the amount of any payment is fixed or determinable in the taxable year. Thus, the noncontingent bond method will result in recognition of income prior to the receipt of
cash.
In general, the comparable yield of a CPDI is equal to the yield at which we would issue a fixed rate debt instrument with terms and conditions similar to those of the
CPDI, including the level of subordination, term, timing of payments, and general market conditions. In general, because similar fixed rate debt instruments issued by us are traded at a price that reflects a spread above a benchmark
rate, the comparable yield is the sum of the benchmark rate on the original issue date and the spread.
As the securities have only a single contingent payment at maturity, the adjusted issue price of each security at the beginning of each accrual period is equal to the
issue price of the security plus the amount of OID previously includible in the gross income of the U.S. holder in respect of prior accrual periods.
In addition to the determination of a comparable yield, the noncontingent bond method requires the construction of a projected payment schedule. The projected payment
schedule includes the projected amount for the contingent payment to be made under the CPDI, adjusted to produce the comparable yield. We have determined that the comparable yield for the securities is equal to [●]% per annum,
compounded semi-annually, with a projected payment at maturity of $[●] based on an investment of $1,000.
Based on this comparable yield, if you are an initial holder that holds a security until maturity and you calculate your taxes on a calendar year basis, we have
determined that you would be required to report the following amounts as ordinary interest income from the security, not taking into account any positive or negative adjustments you may be required to take into account based on actual
payments on such security:
|
|||||
Accrual Period
|
Interest Deemed to Accrue
During Accrual Period (per
$1,000 security)
|
Total Interest Deemed to
Have Accrued From
Original Issue Date (per
$1,000 security) as of End
of Accrual Period
|
|||
Original Issue Date through
February 19, 2025
|
$[●]
|
$[●]
|
|||
February 19, 2025 through
August 19, 2025
|
$[●]
|
$[●]
|
|||
August 19, 2025 through
February 19, 2026
|
$[●]
|
$[●]
|
|||
February 19, 2026 through
August 19, 2026
|
$[●]
|
$[●]
|
|||
August 19, 2026 through
February 19, 2027
|
$[●]
|
$[●]
|
|||
February 19, 2027 through
August 19, 2027
|
$[●]
|
$[●]
|
|||
August 19, 2027 through
Maturity Date
|
$[●]
|
$[●]
|
|||
A U.S. holder of the securities is required to use our projected payment schedule to determine its interest accruals and adjustments, unless such holder determines that
our projected payment schedule is unreasonable, in which case such holder must disclose its own projected payment schedule in connection with its U.S. federal income tax return and the reason(s) why it is not using our projected
payment schedule. Neither the comparable yield nor the projected payment schedule constitutes a representation by us regarding the actual contingent amount that we will pay on a security.
If the actual amount of the contingent payment at maturity is different from the amount reflected in the projected payment schedule, a U.S. holder is required to make
adjustments in its OID accruals under the noncontingent bond method described above when that amount is paid. An adjustment arising from the contingent payment made at maturity that is greater than the assumed amount of such payment
is referred to as a “positive adjustment”; an adjustment arising from the contingent payment at maturity that is less than the assumed amount of such
|
Partial Principal at Risk Securities Based on the Value of the S&P 500® Index due on or about September 3, 2027
|
payment is referred to as a “negative adjustment”. Any positive adjustment for a taxable year is treated as additional OID income of the U.S. holder. Any net negative
adjustment reduces any OID on a security for the taxable year that would otherwise accrue. Any excess is then treated as a current-year ordinary loss to the U.S. holder to the extent of OID accrued in prior years.
In general, a U.S. holder’s basis in a CPDI is increased by the projected contingent payments accrued by such holder under the projected payment schedule (as determined
without regard to adjustments made to reflect differences between actual and projected payments) and the projected amount of any contingent payments previously made. Gain on the taxable disposition (including cash settlement) of a CPDI
generally is treated as ordinary income. Loss, on the other hand, is treated as ordinary loss only to the extent of the U.S. holder’s prior net OID inclusions (i.e., reduced by the total net negative adjustments previously allowed to the
U.S. holder as an ordinary loss) and capital loss to the extent in excess thereof. However, the deductibility of a capital loss realized on the taxable disposition of a security is subject to limitations. Under the rules governing CPDI,
special rules would apply to a person who purchases securities at a price other than the adjusted issue price as determined for tax purposes.
A U.S. holder that purchases a security for an amount other than the public offering price of the security will be required to adjust its OID inclusions to account for the
difference. These adjustments will affect the U.S. holder’s basis in the security. Reports to U.S. holders may not include these adjustments. U.S. holders that purchase securities at other than the issue price to public should consult
their tax advisor regarding these adjustments.
Investors should consult their tax advisor with respect to the application of the CPDI provisions to the securities.
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 securities in the manner described above.
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 securities, 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 securities if they
do not hold their securities in an account maintained by a financial institution and the aggregate value of their securities 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 securities and fails to do so.
Non-U.S. Holders. Subject to “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 securities or to generally applicable information reporting and backup withholding requirements with respect to payments on your securities 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). Gain realized from the taxable disposition of a security
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.
As discussed above, alternative characterizations of the securities for U.S. federal income tax purposes are possible. Should an alternative characterization of the
securities cause payments with respect to the securities to become subject to withholding tax, we (or the applicable withholding agent) will withhold tax at the applicable statutory rate and we will not make payments of any additional
amounts.
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
|
Partial Principal at Risk Securities Based on the Value of the S&P 500® Index due on or about September 3, 2027
|
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
securities through a foreign entity) under the FATCA rules.
Backup Withholding and Information Reporting. The proceeds received from a taxable disposition of the securities 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, provided the
required information is furnished to the IRS.
U.S. Federal Estate Tax Treatment of Non-U.S. Holders. A security may be subject to U.S. federal estate tax if an individual
non-U.S. holder holds the securities 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 securities at death.
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 securities 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 securities at the stated principal amount and, as part of the distribution of the securities, will sell the securities to Morgan
Stanley Wealth Management with an underwriting discount of $30.00 reflecting a fixed sales commission of $25.00 and fixed structuring fee of $5.00 per $1,000.00 stated principal amount of securities 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
securities 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 securities, 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.
|
Partial Principal at Risk Securities Based on the Value of the S&P 500® Index due on or about September 3, 2027
|
SCUSA and its affiliates may offer to buy or sell the securities in the secondary market (if any) at prices greater than BNS’ internal valuation — The value of the securities 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 securities immediately after the pricing date in the secondary market is expected to exceed the initial estimated value of the securities 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 securities and may stop making a market at any
time. For more information about secondary market offers and the initial estimated value of the securities, see “Risk Factors” herein.
|
|||
Prohibition of sales to EEA
retail investors:
|
The securities 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 securities or otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the securities 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 securities 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.
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1 Year Bank Nova Scotia Halifax Chart |
1 Month Bank Nova Scotia Halifax Chart |
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