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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 | |
---|---|---|---|---|---|---|---|---|
-0.92 | -1.97% | 45.75 | 46.78 | 45.71 | 46.70 | 1,098,556 | 19:59:16 |
Subject to Completion
Preliminary Term Sheet
Dated July 31, 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 INDICES BEAR
STR-1 dated May 2, 2023)
|
Units
$10 principal amount per unit
CUSIP No.
|
Pricing Date*
Settlement Date*
Maturity Date*
|
August , 2024
September , 2024
September , 2025
|
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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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Autocallable Bear Strategic Accelerated Redemption Securities® Linked to the S&P 500® Index
◾
Automatically callable if the closing level of the Index on any Observation Date, occurring approximately three, six, nine and twelve months after the pricing date,
is less than or equal to the Starting Value
◾ In the event of an automatic call, the amount payable per unit will be:
◾ [$10.750 to $10.775] if called on the first Observation Date
◾ $11.500 to $11.550] if called on the second Observation Date
◾ [$12.250 to $12.325] if called on the third Observation Date
◾ [$13.000 to $13.100] if called on the final Observation Date
◾ If not called on any of the first three Observation Dates, a maturity of approximately one year and one week
◾ If not called, the principal amount is subject to a percentage loss equal to the percentage of the increase in the level of the
Index from the Starting Value, with up to 100.00% of your principal amount at risk. You will lose all or a portion of your principal amount if the level of the Index on the final Observation Date is greater than the Starting
Value.
◾ All payments 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 $0.05 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)
|
$ 10.00
|
$
|
Underwriting discount(1)
|
$ 0.10
|
$
|
Proceeds, before expenses, to BNS
|
$ 9.90
|
$
|
(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
$9.975 per unit and $0.075 per unit, respectively. See “Supplement to the Plan of Distribution” below.
|
Are Not FDIC Insured
|
Are Not Bank Guaranteed
|
May Lose Value
|
Autocallable Bear Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index due September , 2025 |
Issuer:
|
The Bank of Nova Scotia (“BNS”)
|
||
Principal Amount:
|
$10.00 per unit
|
||
Term:
|
Approximately one year and one week, if not called on any of the first three Observation Dates
|
||
Market Measure:
|
The S&P 500® Index (Bloomberg symbol: “SPX”), a price return index
|
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Starting Value:
|
The closing level of the Market Measure on the pricing date
|
||
Observation
Level:
|
The closing level of the Market Measure on any Observation Date
|
||
Ending Value:
|
The Observation Level of the Index on the final Observation Date
|
||
Observation
Dates:
|
On or about, November , 2024,February , 2025, May , 2025 and September , 2025 (the final Observation Date), approximately three, six, nine
and twelve months after the pricing date. The Observation Dates are subject to postponement in the event of Market Disruption Events, as described on page PS-20 of product supplement EQUITY INDICES BEAR STR-1.
|
||
Call Level:
|
100% of the Starting Value
|
||
Call Amounts (per
Unit) and Call
Premiums:
|
[$10.750 to $10.775], representing a Call Premium of [7.50% to 7.75%] of the principal amount, if called on the first Observation Date; $11.500
to $11.550], representing a Call Premium of [15.00% to 15.50%] of the principal amount, if called on the second Observation Date; [$12.250 to $12.325], representing a Call Premium of [22.50% to 23.25%] of the principal amount, if
called on the third Observation Date and [$13.000 to $13.100], representing a Call Premium of [30.00% to 31.00%] of the principal amount, if called on the final Observation Date. The actual Call Amounts and Call Premiums will be
determined on the pricing date.
|
||
Call Settlement
Date:
|
Approximately the fifth business day following the applicable Observation Date, subject to postponement as described on page PS-18 of product supplement EQUITY
INDICES BEAR STR-1; provided however that the Call Settlement Date related to the final Observation Date will be the maturity date.
|
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Threshold Value:
|
100.00% of the Starting Value
|
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Fees and
Charges:
|
The underwriting discount of $0.10 per unit listed on the cover page and the hedging related charge of $0.05 per unit described in “Structuring the Notes” on page
TS-14.
|
||
Calculation
Agent:
|
BofA Securities, Inc. (“BofAS”)
|
Autocallable Bear Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index due September , 2025 |
◾ |
Product supplement EQUITY INDICES BEAR STR-1 dated May 2, 2023:
|
◾ |
Prospectus supplement dated December 29, 2021:
|
◾ |
Prospectus dated December 29, 2021:
|
◾ |
You anticipate that the closing level of the Market Measure on any of the Observation Dates will be less than or equal to the Starting Value and, if the notes are automatically called prior to the final Observation Date, you
accept an early exit from your investment.
|
◾ |
You accept that the return on the notes will be limited to the return represented by the applicable Call Premium even if the percentage decrease in the level of the Market Measure is greater than the applicable Call Premium.
|
◾ |
You are willing to risk a loss of principal and return if the notes are not automatically called and the Index increases from the Starting Value to the Ending Value.
|
◾ |
You are willing to forgo 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.
|
◾ |
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 Call Amount or the Redemption Amount.
|
◾ |
You wish to make an investment that cannot be automatically called.
|
◾ |
You believe that the level of the Index will increase from the Starting Value to the Ending Value.
|
◾ |
You anticipate that the Observation Level will be greater than the Call Level on each Observation Date.
|
◾ |
You seek an uncapped return on your investment.
|
◾ |
You seek principal repayment or preservation of capital.
|
◾ |
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.
|
Autocallable Bear Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index due September , 2025 |
(1) |
a Starting Value of 100.00;
|
(2) |
a Threshold Value of 100.00;
|
(3) |
a Call Level of 100.00;
|
(4) |
an expected term of the notes of approximately one year and one week, if the notes are not called on any of the first three Observation Dates;
|
(5) |
a Call Premium of 7.625% of the principal amount if the notes are called on the first Observation Date, 15.250% if the notes are called on the second Observation Date, 22.875% if the notes are called on the third Observation Date and
30.500% if called on the final Observation Date (the midpoint of the applicable Call Premium ranges); and
|
(6) |
Observation Dates occurring approximately three, six, nine and twelve months after the pricing date.
|
Autocallable Bear Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index due September , 2025 |
Notes Are Called on an Observation Date
|
Notes Are Not
Called on Any
Observation Date
|
||||
Example 1
|
Example 2
|
Example 3
|
Example 4
|
Example 5
|
|
Starting Value
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
Call Level
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
Threshold Value
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
Observation Level on the First Observation Date
|
80.00
|
110.00
|
110.00
|
110.00
|
110.00
|
Observation Level on the Second Observation Date
|
N/A
|
80.00
|
110.00
|
110.00
|
110.00
|
Observation Level on the Third Observation Date
|
N/A
|
N/A
|
80.00
|
110.00
|
110.00
|
Observation Level on the Final Observation Date
|
N/A
|
N/A
|
N/A
|
80.00
|
115.00
|
Return on the Index
|
-20.000%
|
-20.000%
|
-20.000%
|
-20.000%
|
15.000%
|
Return on the Notes
|
7.625%
|
15.250%
|
22.875%
|
30.500%
|
-15.000%
|
Call Amount / Redemption Amount per Unit
|
$10.7625
|
$11.5250
|
$12.2875
|
$13.0500
|
$8.5000
|
Autocallable Bear Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index due September , 2025 |
◾ |
If the notes are not automatically called, your investment will result in a loss; there is no guaranteed return of principal. If the Ending Value is greater than the Starting Value, you will lose all or a portion of your principal
amount.
|
◾ |
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.
|
◾ |
Your investment return is limited to the return represented by the applicable Call Premium and may be less than a comparable investment that takes a short position directly in the Index (or the stocks included in the Index). You will
not receive a Redemption Amount greater than the applicable Call Premium, regardless of the extent of any decrease in the level of the Index. In contrast, a short position in the Index (or the securities included in the Index) would
allow you to receive the full benefit of any decrease in the level of the Index (or those of the securities 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.
|
◾ |
While we, MLPF&S, BofAS or our respective affiliates may from time to time own securities of companies included in the Index, except to the extent that the common stock of Bank of America Corporation (the parent company of
MLPF&S and BofAS) is 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.
|
◾ |
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-14.
|
◾ |
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.
|
◾ |
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.
|
Autocallable Bear Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index due September , 2025 |
◾ |
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.
|
◾ |
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-26 of product supplement EQUITY INDICES BEAR STR-1.
|
Autocallable Bear Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index due September , 2025 |
The S&P 500® Index
|
Autocallable Bear Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index due September , 2025 |
• |
holdings by other publicly traded corporations, venture capital firms, private equity firms, or strategic partners or leveraged buyout groups;
|
• |
holdings by government entities, including all levels of government within the United States or foreign countries, except for pension and retirement funds; and
|
• |
holdings by current or former officers and directors of the company, funders of the company, or family trusts of officers, directors or founders. Second, holdings of trusts, foundations, pension funds, employee stock ownership plans
or other investment vehicles associated with and controlled by the company.
|
Corporate Action
|
Share Count Revision Required?
|
Divisor Adjustment
Required?
|
||
Stock split
|
Yes – share count is revised to reflect new count.
|
No – share count and price changes are off-setting
|
||
Change in shares outstanding (secondary issuance, share repurchase and/or share buy-back)
|
Yes – share count is revised to reflect new count
|
Yes – divisor adjustment reflects change in market capitalization
|
Autocallable Bear Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index due September , 2025 |
Spin-off if spun-off company is not being added to the Index
|
No
|
Yes – divisor adjustment reflects decline in index market value (i.e. value of the spun-off unit)
|
||
Spin-off if spun-off company is being added to the Index and no company is being removed
|
No
|
No
|
||
Spin-off if spun-off company is being added to the Index and another company is being removed
|
No.
|
Yes – divisor adjustment reflects deletion
|
||
Special dividends
|
No.
|
Yes – calculation assumes that share price drops by the amount of the dividend; divisor adjustment reflects this change in index market value
|
||
Change in IWF
|
No
|
Yes – divisor change reflects the change in market value caused by the change to an IWF
|
||
Company added to or deleted from the Index
|
No.
|
Yes – divisor is adjusted by the net change in market value
|
||
Rights offering
|
No.
|
Yes – divisor adjustment reflects increase in market capitalization (calculation assumes that offering is fully subscribed at the set price)
|
Autocallable Bear Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index due September , 2025 |
Autocallable Bear Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index due September , 2025 |
Autocallable Bear Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index due September , 2025 |
• |
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.
|
Autocallable Bear Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index due September , 2025 |
Autocallable Bear Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index due September , 2025 |
Autocallable Bear Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index due September , 2025 |
Autocallable Bear Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index due September , 2025 |
Autocallable Bear Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index due September , 2025 |
1 Year Bank Nova Scotia Halifax Chart |
1 Month Bank Nova Scotia Halifax Chart |
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