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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 | |
---|---|---|---|---|---|---|---|---|
-0.09 | -0.20% | 45.33 | 45.74 | 45.19 | 45.65 | 361,143 | 16:07:08 |
Subject to Completion
Preliminary Term Sheet
Dated January 25, 2024
|
Filed Pursuant to Rule 433
Registration Statement No. 333-261476
(To Prospectus dated December 29, 2021,
Prospectus Supplement dated December 29, 2021
and Product Supplement EQUITY LIRN-1 dated
December 29, 2021)
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Units
$10 principal amount per unit
CUSIP No.
|
Pricing Date*
Settlement Date*
Maturity Date*
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February , 2024
March , 2024
February , 2030
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*Subject to change based on the actual date the notes are priced for initial sale to the public (the “pricing date”)
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Leveraged Index Return Notes® Linked to the Dow Jones Industrial Average®
◾ Maturity of approximately 6 years
◾ [101.00% to 121.00%] leveraged upside exposure to increases in
the Index
◾ 1-to-1 downside exposure to decreases in the Index beyond a
20.00% decline, with up to 80.00% of your principal at risk
◾ All payments occur at maturity and are subject to the credit
risk of The Bank of Nova Scotia
◾ No periodic interest payments
◾ In addition to the underwriting discount set forth below, the
notes include a hedging-related charge of $0.075 per unit. See “Structuring the Notes”
◾ Limited secondary market liquidity, with no exchange listing
◾ The notes are unsecured debt securities and are not savings
accounts or insured deposits of a bank. The notes are not insured or guaranteed by the Canada Deposit Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation (the “FDIC”), or any other governmental agency
of Canada, the United States or any other jurisdiction
|
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Per Unit
|
Total
|
|
Public offering price(1)
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$10.00
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$
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Underwriting discount(1)
|
$0.25
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$
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Proceeds, before expenses, to BNS
|
$9.75
|
$
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(1) |
For any purchase of 300,000 units or more in a single transaction by an individual investor or in combined transactions with the investor’s household in this offering, the public offering price and the
underwriting discount will be $9.95 per unit and $0.20 per unit, respectively. See “Supplement to the Plan of Distribution” below.
|
Are Not FDIC Insured
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Are Not Bank Guaranteed
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May Lose Value
|
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due February, 2030
|
Issuer:
|
The Bank of Nova Scotia (“BNS”)
|
||
Principal
Amount:
|
$10.00 per unit
|
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Term:
|
Approximately 6 years
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Market
Measure:
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The Dow Jones Industrial Average® (Bloomberg symbol: “INDU”), a price return index
|
||
Starting
Value:
|
The closing level of the Market Measure on the pricing date
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Ending Value:
|
The average of the closing levels of the Market Measure on each calculation day occurring during the Maturity Valuation Period. The scheduled calculation days are subject to
postponement in the event of Market Disruption Events, as described beginning on page PS-25 of product supplement EQUITY LIRN-1.
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Threshold
Value:
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80.00% of the Starting Value.
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Participation
Rate:
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[101.00% to 121.00%]. The actual Participation Rate will be determined on the pricing date.
|
||
Maturity
Valuation
Period:
|
Five scheduled calculation days shortly before the maturity date.
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Fees and
Charges:
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The underwriting discount of $0.25 per unit listed on the cover page and the hedging related charge of $0.075 per unit described in “Structuring the Notes” on page TS-12.
|
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Calculation
Agent:
|
BofA Securities, Inc. (“BofAS”).
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Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due February, 2030
|
◾
|
Product supplement EQUITY LIRN-1 dated December 29, 2021:
|
◾
|
Prospectus supplement dated December 29, 2021:
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◾
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Prospectus dated December 29, 2021:
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◾
|
You anticipate that the Index will increase from the Starting Value to the Ending Value.
|
◾
|
You are willing to risk a substantial loss of principal if the Index decreases from the Starting Value to an Ending Value that is below the Threshold Value.
|
◾
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You are willing to forgo the interest payments that are paid on conventional interest-bearing debt securities.
|
◾
|
You are willing to forgo dividends or other benefits of owning the stocks included in the Index.
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◾
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You are willing to accept a limited or no market for sales prior to maturity, and understand that the market prices for the notes, if any, will be affected by various factors, including our actual
and perceived creditworthiness, our internal funding rate and fees and charges on the notes.
|
◾
|
You are willing to assume our credit risk, as issuer of the notes, for all payments under the notes, including the Redemption Amount.
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◾
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You believe that the Index will decrease from the Starting Value to the Ending Value or that it will not increase sufficiently over the term of the notes to provide you with your desired return.
|
◾
|
You seek 100% principal repayment or preservation of capital.
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◾
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You seek interest payments or other current income on your investment.
|
◾
|
You want to receive dividends or other distributions paid on the stocks included in the Index.
|
◾
|
You seek an investment for which there will be a liquid secondary market.
|
◾
|
You are unwilling or are unable to take market risk on the notes or to take our credit risk as issuer of the notes.
|
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due February, 2030
|
Ending Value
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Percentage Change from the
Starting Value to the Ending
Value
|
Redemption Amount per
Unit(1)
|
Total Rate of Return on the
Notes
|
0.00
|
-100.00%
|
$2.00
|
-80.00%
|
25.00
|
-75.00%
|
$4.50
|
-55.00%
|
50.00
|
-50.00%
|
$7.00
|
-30.00%
|
60.00
|
-40.00%
|
$8.00
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-20.00%
|
70.00
|
-30.00%
|
$9.00
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-10.00%
|
80.00(2)
|
-20.00%
|
$10.00
|
0.00%
|
90.00
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-10.00%
|
$10.00
|
0.00%
|
95.00
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-5.00%
|
$10.00
|
0.00%
|
100.00(3)
|
0.00%
|
$10.00
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0.00%
|
110.00
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10.00%
|
$11.11
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11.10%
|
120.00
|
20.00%
|
$12.22
|
22.20%
|
130.00
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30.00%
|
$13.33
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33.30%
|
140.00
|
40.00%
|
$14.44
|
44.40%
|
150.00
|
50.00%
|
$15.55
|
55.50%
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(1)
|
The Redemption Amount per unit is based on the hypothetical Participation Rate.
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(2)
|
This is the hypothetical Threshold Value.
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(3)
|
The hypothetical Starting Value of 100.00 used in these examples has been chosen for illustrative purposes only and does not represent a likely actual Starting Value of the Index.
|
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due February, 2030
|
Example 1
|
|
The Ending Value is 60.00, or 60.00% of the Starting Value:
|
|
Starting Value:
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100.00 |
Threshold Value:
|
80.00 |
Ending Value:
|
60.00 |
= $8.00 Redemption Amount per unit
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Example 2
|
|
The Ending Value is 90.00, or 90.00% of the Starting Value:
|
|
Starting Value:
|
100.00 |
Threshold Value:
|
80.00 |
Ending Value:
|
90.00 |
Redemption Amount per unit = $10.00, the principal amount, since the Ending Value is less than the Starting Value but equal to or greater than the Threshold Value.
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Example 3
|
|
The Ending Value is 110.00, or 110.00% of the Starting Value:
|
|
Starting Value:
|
100.00 |
Ending Value:
|
110.00 |
= $11.11 Redemption Amount per unit
|
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due February, 2030
|
◾
|
Depending on the performance of the Index as measured shortly before the maturity date, your investment may result in a loss; there is no guaranteed return of principal.
|
◾
|
Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of comparable maturity.
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◾
|
Your investment return may be less than a comparable investment directly in the stocks included in the Index.
|
◾
|
The Index sponsor may adjust the Index in a way that may adversely affect its level and your interests, and the Index sponsor has no obligation to consider your interests.
|
◾
|
You will have no rights of a holder of the securities included in the Index, and you will not be entitled to receive securities or dividends or other distributions by the issuers of those securities.
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◾
|
While we, MLPF&S, BofAS or our respective affiliates may from time to time own securities of companies included in the Index, none of us, MLPF&S, BofAS or our respective affiliates control any
company included in the Index, and have not verified any disclosure made by any other company.
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◾
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Our initial estimated value of the notes will be lower than the public offering price of the notes. Our initial estimated value of the notes is only an estimate. The public offering price of the notes
will exceed our initial estimated value because it includes costs associated with selling and structuring the notes, as well as hedging our obligations under the notes with a third party, which may include BofAS or one of its
affiliates. These costs include the underwriting discount and an expected hedging related charge, as further described in “Structuring the Notes” on page TS-12.
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◾
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Our initial estimated value of the notes does not represent future values of the notes and may differ from others’ estimates. Our initial estimated value of the notes is determined by reference to our
internal pricing models when the terms of the notes are set. These pricing models consider certain factors, such as our internal funding rate on the pricing date, the expected term of the notes, market conditions and other relevant
factors existing at that time, and our assumptions about market parameters, which can include volatility, dividend rates, interest rates and other factors. Different pricing models and assumptions could provide valuations for the
notes that are different from our initial estimated value. In addition, market conditions and other relevant factors in the future may change, and any of our assumptions may prove to be incorrect. On future dates, the market value of
the notes could change significantly based on, among other things, the performance of the Index, changes in market conditions, our creditworthiness, interest rate movements and other relevant factors. These factors, together with
various credit, market and economic factors over the term of the notes, are expected to reduce the price at which you may be able to sell the notes in any secondary market and will affect the value of the notes in complex and
unpredictable ways. Our initial estimated value does not represent a minimum price at which we or any agents would be willing to buy your notes in any secondary market (if any exists) at any time.
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◾
|
Our initial estimated value is not determined by reference to credit spreads or the borrowing rate we would pay for our conventional fixed-rate debt securities. The internal funding rate used in the
determination of our initial estimated value of the notes generally represents a discount from the credit spreads for our conventional fixed-rate debt securities and the borrowing rate we would pay for our conventional fixed-rate debt
securities. If we were to use the interest rate implied by the credit spreads for our conventional fixed-rate debt securities, or the borrowing rate we would pay for our conventional fixed-rate debt securities, we would expect the
economic terms of the notes to be more favorable to you. Consequently, our use of an internal funding rate for the notes would have an adverse effect on the economic terms of the notes, the initial estimated value of the notes on the
pricing date, and the price at which you may be able to sell the notes in any secondary market.
|
◾
|
A trading market is not expected to develop for the notes. None of us, MLPF&S or BofAS is obligated to make a market for, or to repurchase, the notes. There is no assurance that any party will be
willing to purchase your notes at any price in any secondary market.
|
◾
|
Our business, hedging and trading activities, and those of MLPF&S, BofAS and our and their respective affiliates (including trades in shares of companies included in the Index), and any hedging and trading activities we, MLPF&S, BofAS or our or their respective affiliates engage in for our clients’ accounts, may affect the market value of, and return on, the notes and may create
conflicts of interest with you.
|
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due February, 2030
|
◾
|
There may be potential conflicts of interest involving the calculation agent, which is BofAS. We have the right to appoint and remove the calculation agent.
|
◾
|
Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes. If we become insolvent or are unable to pay
our obligations, you may lose your entire investment.
|
◾
|
The U.S. federal income tax consequences of the notes are uncertain, and may be adverse to a holder of the notes. See “Summary of U.S. Federal Income Tax Consequences” below.
|
◾
|
The conclusion that no portion of the interest paid or credited or deemed to be paid or credited on a note will be “Participating Debt Interest” subject to Canadian withholding tax is based in part on
the current published administrative position of the CRA. There cannot be any assurance that CRA’s current published administrative practice will not be subject to change, including potential expansion in the current administrative
interpretation of Participating Debt Interest subject to Canadian withholding tax. If, at any time, the interest paid or credited or deemed to be paid or credited on a note is subject to Canadian withholding tax, you will receive an
amount that is less than the Redemption Amount. You should consult your own adviser as to the potential for such withholding and the potential for reduction or refund of part or all of such withholding, including under any bilateral
Canadian tax treaty the benefits of which you may be entitled. For a discussion of the Canadian federal income tax consequences of investing in the notes, see “Summary of Canadian Federal Income Tax Consequences” below, “Canadian
Taxation—Debt Securities” on page 66 of the prospectus and “Supplemental Discussion of Canadian Federal Income Tax Consequences” on page PS-37 of product supplement EQUITY LIRN-1.
|
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due February, 2030
|
The Dow Jones Industrial Average®
|
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due February, 2030
|
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due February, 2030
|
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due February, 2030
|
•
|
the investor’s spouse (including a domestic partner), siblings, parents, grandparents, spouse’s parents, children and grandchildren, but excluding accounts held by aunts, uncles, cousins, nieces,
nephews or any other family relationship not directly above or below the individual investor;
|
•
|
a family investment vehicle, including foundations, limited partnerships and personal holding companies, but only if the beneficial owners of the vehicle consist solely of the investor or members of the
investor’s household as described above; and
|
•
|
a trust where the grantors and/or beneficiaries of the trust consist solely of the investor or members of the investor’s household as described above; provided that, purchases of the notes by a trust
generally cannot be aggregated together with any purchases made by a trustee’s personal account.
|
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due February, 2030
|
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due February, 2030
|
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due February, 2030
|
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due February, 2030
|
1 Year Bank Nova Scotia Halifax Chart |
1 Month Bank Nova Scotia Halifax Chart |
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