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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 | |
---|---|---|---|---|---|---|---|---|
0.55 | 1.19% | 46.85 | 47.03 | 46.54 | 47.03 | 1,572,888 | 01:00:00 |
PRICING SUPPLEMENT
Dated June 27, 2022
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-261476
(To Prospectus dated December 29, 2021,
Prospectus Supplement dated December 29, 2021,
Underlier Supplement dated December 29, 2021
and Product Supplement dated December 29, 2021)
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☐ |
Enhanced Exposure to Positive Underlying Return up to the Maximum Gain: At maturity, the Securities provide exposure to any positive underlying return multiplied by the
upside gearing, up to the maximum gain.
|
☐ |
Full Downside Market Exposure: If the underlying return is negative, BNS will pay you a cash payment per Security at maturity that is less than the principal amount, if
anything, resulting in a percentage loss on your principal amount equal to the underlying return and, in extreme situations, you could lose your entire investment in the Securities. Any payment on the Securities, including any repayment
of principal, is subject to the creditworthiness of BNS.
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Trade Date*
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June 27, 2022
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Settlement Date*
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June 30, 2022
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Final Valuation Date**
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August 28, 2023
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Maturity Date**
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August 31, 2023
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* |
We expect to deliver the Securities against payment on the third business day following the trade date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market
generally are required to settle in two business days (T+2), unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Securities in the secondary market on any date prior to two business days
before delivery of the Securities will be required, by virtue of the fact that each Security initially will settle in three business days (T+3), to specify alternative settlement arrangements to prevent a failed settlement of the
secondary market trade.
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** |
Subject to postponement in the event of a market disruption event, as described in the accompanying product supplement.
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Underlying
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Bloomberg
Ticker
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Maximum Gain
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Maximum Payment at
Maturity per Security
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Upside
Gearing
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Initial
Level
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CUSIP
|
ISIN
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Shares of the iShares® MSCI
Emerging Markets ETF
|
EEM
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20.75%
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$12.075
|
3.00
|
$40.70
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06417U230
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US06417U2309
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(1) |
Scotia Capital (USA) Inc. (“SCUSA”), our affiliate, has agreed to purchase the Securities at the principal amount and, as part of the distribution of the Securities, has agreed to sell the Securities to UBS
Financial Services Inc. (“UBS”) at the discount specified in the table above. See “Supplemental Plan of Distribution (Conflicts of Interest); Secondary Markets (if any)” herein for additional information.
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(2) |
This amount excludes any profits to BNS, SCUSA or any of our other affiliates from hedging. See “Key Risks” and “Supplemental Plan of Distribution (Conflicts of Interest); Secondary Markets (if any)” herein for
additional considerations relating to hedging activities.
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Scotia Capital (USA) Inc.
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UBS Financial Services Inc.
|
♦ |
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:
|
♦ |
You fully understand and are willing to accept the risks inherent in an investment in the Securities, including the risk of loss of your entire investment.
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♦ |
You can tolerate a loss of some or all of your investment in the Securities and are willing to make an investment that has the same downside market risk as that of an investment in the underlying or the assets comprising the
underlying (the “underlying constituents”).
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♦ |
You believe that the level of the underlying will appreciate over the term of the Securities and that the percentage of appreciation, when multiplied by the upside gearing, is unlikely to exceed the maximum gain indicated on the
cover hereof.
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♦ |
You understand and accept that your potential return is limited to the maximum gain and you are willing to invest in the Securities based on the maximum gain indicated on the cover hereof.
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♦ |
You are willing to invest in the Securities based on the upside gearing indicated on the cover hereof.
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♦ |
You can tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside fluctuations in the level of the underlying.
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♦ |
You do not seek current income from your investment and are willing to forgo any dividends paid on the underlying or the underlying constituents.
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♦ |
You understand and are willing to accept the risks associated with the underlying.
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♦ |
You are willing to hold the Securities to maturity and accept that there may be little or no secondary market for the Securities.
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♦ |
You are willing to assume the credit risk of BNS for all payments under the Securities, and understand that if BNS defaults on its obligations you may not receive any amounts due to you including any repayment of principal.
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♦ |
You do not fully understand or are not willing to accept the risks inherent in an investment in the Securities, including the risk of loss of your entire investment.
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♦ |
You require an investment designed to provide a full return of principal at maturity.
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♦ |
You cannot tolerate a loss of some or all of your investment in the Securities or are unwilling to make an investment that has the same downside market risk as that of an investment in the underlying or the underlying constituents.
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♦ |
You believe that the level of the underlying will decline during the term of the Securities or you believe that the level of the underlying will appreciate over the term of the Securities by more than the maximum gain indicated on
the cover hereof.
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♦ |
You seek an investment that has unlimited return potential without a cap on appreciation or you are unwilling to invest in the Securities based on the maximum gain indicated on the cover hereof.
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♦ |
You are unwilling to invest in the Securities based on the upside gearing indicated on the cover hereof.
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♦ |
You cannot tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside fluctuations in the level of the underlying.
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♦ |
You do not understand or are not willing to accept the risks associated with the underlying.
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♦ |
You seek current income from your investment or prefer to receive any dividends paid on the underlying or the underlying constituents.
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♦ |
You are unable or unwilling to hold the Securities to maturity or you seek an investment for which there will be an active secondary market.
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♦ |
You are not willing to assume the credit risk of BNS for all payments under the Securities, including any repayment of principal.
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Issuer
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The Bank of Nova Scotia
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Issue
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Senior Note Program, Series A
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Agents
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Scotia Capital (USA) Inc. (“SCUSA”) and UBS Financial Services Inc. (“UBS”)
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Principal
Amount
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$10 per Security (subject to a minimum investment of 100 Securities)
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|
Term
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Approximately 14 months
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|
Underlying
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Shares of the Securities linked to iShares® MSCI Emerging Markets ETF
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|
Maximum
Gain
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20.75%
|
|
Maximum
Payment at
Maturity per
Security
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$12.075
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Upside
Gearing
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3.00
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Payment at
Maturity (per
Security)
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If the underlying return is positive, BNS will pay you an amount in cash equal to:
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$10 × (1 + the lesser of (a) Underlying Return × Upside Gearing and (b) Maximum Gain)
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||
If the underlying return is zero, BNS will pay you an amount in cash equal to:
Principal Amount of $10
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||
If the underlying return is negative, BNS will pay you an amount in cash that is less than your principal amount, if anything, equal to:
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||
$10 × (1 + Underlying Return)
In this scenario, you will suffer a percentage loss on your principal amount equal to the underlying return and, in extreme situations, you could lose your entire investment in the Securities.
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||
Underlying
Return
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The quotient, expressed as a percentage, of the following formula:
Final Level − Initial Level
Initial Level
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Initial Level(1)
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The closing level of the underlying on the trade date, as indicated on the cover hereof
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Final Level(1)
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The closing level of the underlying on the final valuation date
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(1) As determined by the calculation agent and as may be determined or adjusted by the calculation agent in certain special circumstances, as described under “General Terms of the Notes —
Unavailability of the Closing Value of a Reference Asset; Adjustments to a Reference Asset — Adjustments to a Reference ETF”, “General Terms of the Notes — Adjustments to an ETF” and “General Terms of the Notes — Anti-Dilution
Adjustments Relating to Equity Securities or a Reference Asset that is an ETF” in the accompanying product supplement.
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Business Day
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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
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Tax Redemption
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Notwithstanding anything to the contrary in the accompanying product supplement, the provision set forth under “General Terms of the Notes—Payment of Additional Amounts”
and “General Terms of the Notes—Tax Redemption” shall not apply to the Securities
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Canadian Bail-in
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The Securities are not bail-inable debt securities under the CDIC Act
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Terms
Incorporated
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All of the terms appearing above the item under the caption “General Terms of the Notes” in the accompanying product supplement, as modified by this pricing supplement,
and for purposes of the foregoing, references herein to “underlying”, “underlying constituents”, “closing level” and “underlying return” mean “reference asset”, “reference asset constituents”, “closing value” and “reference asset
return”, respectively, each as defined in the accompanying product supplement. In addition to those terms, the following two sentences are also so incorporated into the master note: BNS confirms that it fully understands and is able to
calculate the effective annual rate of interest applicable to the Securities based on the methodology for calculating per annum rates provided for in the Securities. BNS irrevocably agrees not to plead or assert Section 4 of the
Interest Act (Canada), whether by way of defense or otherwise, in any proceeding relating to the Securities.
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Trade Date
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The initial level is observed and the final terms of the Securities are set.
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Maturity Date
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The final level is observed on the final valuation date and the underlying return is calculated.
If the underlying return is positive, BNS will pay you an amount in cash per Security equal to:
$10 × (1 + the lesser of (a) Underlying Return × Upside Gearing and (b) Maximum Gain)
If the underlying return is zero, BNS will pay you an amount in cash per Security equal to:
Principal Amount of $10
If the underlying return is negative, BNS will pay you an amount in cash per Security that is less than your principal amount, if
anything, equal to:
$10 × (1 + Underlying Return)
In this scenario, you will suffer a percentage loss on your principal amount equal to the underlying return and, in extreme
situations, you could lose your entire investment in the Securities.
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♦ |
Risk of loss at maturity — The Securities differ from ordinary debt securities in that BNS will not necessarily repay the principal amount of the Securities. BNS will pay you the principal amount of
your Securities in cash at maturity only if the final level is equal to or greater than the initial level. You will be exposed to any decline in the level of the underlying from the initial level to the final level. If the underlying return
is negative, you will lose a percentage of your principal amount equal to the underlying return and, in extreme situations, you could lose your entire investment in the Securities.
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♦ |
The stated payout from the issuer applies only at maturity — You should be willing to hold your Securities to maturity. The stated payout by the issuer is available only if you hold your Securities
to maturity. If you are able to sell your Securities prior to maturity in the secondary market, you may have to sell them at a loss relative to your investment in the Securities even if the then-current level of the underlying is equal to or
greater than the initial level.
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♦ |
The upside gearing applies only at maturity — You should be willing to hold your Securities to maturity. If you are able to sell your Securities prior to maturity in the secondary market, the price
you receive will likely not reflect the full economic value of the upside gearing, subject to the maximum gain, and the percentage return you realize may be less than the then-current underlying return multiplied by the upside gearing, even
if such product is positive and less than the maximum gain. You can receive the full benefit of the upside gearing, subject to the maximum gain, only if you hold your Securities to maturity.
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♦ |
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, when multiplied by the upside gearing, exceeds the maximum gain and your return on the Securities may be less than it would be in a hypothetical direct investment in the underlying.
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♦ |
No interest payments — BNS will not pay any interest with respect to the Securities.
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♦ |
Owning the Securities is not the same as owning the underlying constituents — The return on your Securities may not reflect the return you would realize if you actually owned the underlying or the
underlying constituents. For instance, you will not benefit from any positive underlying return in excess of an amount that, when multiplied by the upside gearing, exceeds the maximum gain. Furthermore, you will not receive or be entitled to
receive any dividend payments or other distributions paid to holders of the underlying or the underlying constituents during the term of the Securities, and any such dividends or distributions will not be factored into the calculation of the
payment at maturity on your Securities. In addition, as an owner of the Securities, you will not have voting rights or any other rights that a holder of the underlying or the underlying constituents may have.
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♦ |
Market risk — The return on the Securities, which may be negative, is directly linked to the performance of the underlying and indirectly linked to the performance of the underlying constituents, and
will depend on whether, and the extent to which, the underlying return is positive or negative. The level of the underlying can rise or fall sharply due to factors specific to the underlying and the investment advisor of the underlying and
the underlying constituents and their issuers (each, an “underlying constituent issuer”), such as stock price volatility, earnings and financial conditions, corporate, industry and regulatory developments, management changes and decisions and
other events, as well as general market factors, such as general stock market or commodity market volatility and levels, interest rates and economic and political conditions.
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♦ |
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 level of the underlying will rise
or fall and there can be no assurance that the final level will be greater than the initial level. The performance of the underlying from the initial level to the final level will be influenced by complex and interrelated political, economic,
financial and other factors that affect the underlying constituents. You should be willing to accept the risks of owning equities in general and the underlying constituents in particular, and the risk of losing some or all of your investment
in the Securities.
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♦ |
The value of the underlying may not completely track the value of its underlying constituents — Although the trading characteristics and valuations of the underlying will usually mirror the
characteristics and valuations of its underlying constituents, the level of the underlying may not completely track the value of its underlying constituents. The level of the underlying will reflect transaction costs and fees that its
underlying constituents do not have. In addition, although the underlying is currently listed for
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♦ |
Fluctuation of NAV — The net asset value (the “NAV”) of the underlying may fluctuate with changes in the market value of its underlying constituents. The market prices of the underlying may fluctuate
in accordance with changes in NAV and supply and demand on the applicable stock exchanges. In addition, the market price of the underlying may trade at, above or below its NAV per share.
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♦ |
Failure of the underlying to track the level of its target index — While the underlying is designed and intended to track the level of a specific index as specified under “Information About the
Underlying” (its “target index”), various factors, including fees and other transaction costs that affect the underlying, will prevent the underlying from correlating exactly with changes in the level of its target index. Accordingly, the
underlying is expected to underperform its target index during the term of the Securities. This difference in performance is sometimes referred to as “tracking error” and may be significant.
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♦ |
The underlying utilizes a representative sampling investment approach — The underlying uses a “representative sampling” strategy, which means that it will invest in a representative sample of
securities that collectively has an investment profile similar to that of its target index. The underlying is generally expected to invest at least 80% of its assets in components of the target index, but the underlying may not hold all or
substantially all of the components of the target index and may hold securities or assets not included in the target index. While the performance of the underlying is generally linked to the performance of the target index, the performance of
the underlying may also be linked in part to shares of equity securities not included in the target index and to the performance of other assets, such as futures contracts, options and swaps, as well as cash and cash equivalents, including
shares of money market funds affiliated with the investment advisor for the underlying.
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♦ |
The Securities are subject to currency exchange rate risk — The Securities are subject to currency exchange rate risk because the underlying may invest in
securities that are traded and quoted in non-U.S. currencies on non-U.S. markets. Therefore, holders of the Securities may be exposed to currency exchange rate risk with respect to the currencies in which such securities trade. The values of
the currencies of the countries in which the underlying may invest may be subject to a high degree of fluctuation due to changes in interest rates, the effects of monetary policies issued by the U.S., non-U.S. governments, central banks or
supranational entities, the imposition of currency controls or other national or global political or economic developments. An investor’s net exposure will depend on the extent to which the relevant non-U.S. currencies strengthen or weaken
against the U.S. dollar and the relative weight of each non-U.S. underlying constituent. If, taking into account such weighting, the U.S. dollar strengthens against the relevant non-U.S. currencies, the value of the underlying constituents
will be adversely affected and the market value of, and return on, the Securities may decrease.
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♦ |
There is no affiliation among the underlying constituent issuers, the sponsor of the target index or the underlying and us or the Agents — BNS, the Agents and our other or their respective affiliates
may currently, or from time to time in the future, engage in business with the underlying constituent issuers, the target index sponsor or the investment advisor of the underlying. None of us, the Agents or any of our other or their
respective affiliates have participated in the preparation of any publicly available information or made any “due diligence” investigation or inquiry with respect to the underlying or its underlying constituents. You should make your own
investigation into the underlying, the target index sponsor, the investment advisor of the underlying and the underlying constituent issuers. See the section below entitled “Information About the Underlying” herein for additional information
about the underlying.
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♦ |
BNS cannot control actions by the investment advisor of the underlying that may adjust the underlying in a way that could adversely affect the market value of, and return on, the Securities, and the
investment advisor of the underlying has no obligation to consider your interests — The investment advisor of the underlying may from time to time be called upon to make certain policy decisions or judgments with respect to the
implementation of its policies concerning the calculation of the net asset value of the underlying, additions, deletions or substitutions of its underlying constituents and the manner in which changes affecting the target index are reflected
in the underlying that could affect the market price of the shares of the underlying, and therefore, any amounts payable on the Securities. Any amounts payable on the Securities and their market value could also be affected if the investment
advisor of the underlying changes these policies, for example, by changing the manner in which it calculates the net asset value of the underlying, or if the investment advisor discontinues or suspends calculation or publication of the net
asset value of the underlying, in which case it may become difficult or inappropriate to determine the market value of your Securities. See also “— Risks Relating to Hedging Activities and Conflicts of Interest — The calculation agent can
make antidilution and other adjustments that may adversely affect the market value of, and any amounts payable on, the Securities” herein.
|
♦ |
The Securities are subject to risks associated with non-U.S. securities — The Securities are subject to risks associated with non-U.S. securities because underlying invests in non-U.S. securities.
Market developments may affect non-U.S. markets differently from U.S. securities markets and direct or indirect government intervention to stabilize these non-U.S. markets, as well as cross shareholdings in non-U.S. companies, may affect
trading prices and volumes in those markets. Securities issued by non-U.S. companies are subject to political, economic, financial and social factors that may be unique to the particular country. These factors, which could negatively affect
the applicable underlying constituents include the possibility of recent or future changes in the non-U.S. government’s economic and fiscal policies, the possible imposition of, or changes in, currency exchange laws or other non-U.S. laws or
restrictions applicable to non-U.S. companies or investments in non-U.S. equity securities and the possibility of fluctuations in the rate of exchange between currencies. Moreover, certain aspects of a particular non-U.S. economy may differ
favorably or unfavorably from the U.S. economy in important respects, such as growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency.
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♦ |
The Securities are subject to emerging markets risk — The underlying is subject to risks associated with emerging market companies and emerging market securities that are traded on various emerging
market exchanges. Investments in securities linked directly or indirectly to emerging market equity securities involve many risks, including, but not limited to: economic, social, political, financial and military conditions in the emerging
market; regulation by national, provincial, and local governments; less liquidity and smaller market capitalizations than exist in the case of many large U.S. companies; different accounting and disclosure standards; and
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♦ |
Changes affecting the target index could have an adverse effect on the market value of, and return on, the Securities— The target index sponsor owns the target index and is responsible for the design
and maintenance of the target index. The policies of the target index sponsor concerning the calculation of the target index, including decisions regarding the addition, deletion or substitution of the equity securities included in the target
index, could affect the level of the target index and, consequently, could affect the market price of the underlying and, therefore, the amount payable on the Securities and their market value. The target index sponsor may discontinue or
suspend calculation or dissemination of its target index. Any such actions could have a material adverse effect on the market value of, and any amount payable on, the Securities.
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♦ |
BNS cannot control actions by the target index and the target index sponsor has no obligation to consider your interests — BNS and its affiliates are not affiliated with the target index sponsor and
have no ability to control or predict its actions, including any errors in or discontinuation of public disclosure regarding methods or policies relating to the calculation of the target index. The sponsor of the target index sponsor is not
involved in the Securities offering in any way and has no obligation to consider your interest as an owner of the Securities in taking any actions that might negatively affect the market value of, and any amount payable on, your Securities.
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♦ |
BNS’ initial estimated value of the Securities at the time of pricing (when the terms of your Securities were set on the trade date) is 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 exceeds 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 with SCUSA or another affiliate. 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.
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♦ |
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.
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♦ |
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 was determined by reference to its internal pricing models when the terms of the Securities were set. These pricing models consider certain factors, such as BNS’ internal funding rate on the trade date, the expected term of the
Securities, market conditions and other relevant factors existing at that time, and BNS’ assumptions about market parameters, which can include volatility, dividend rates, interest rates and other factors. Different pricing models and
assumptions (including the pricing models and assumptions used by SCUSA) could provide valuations for the Securities that
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♦ |
The Securities have limited liquidity — The Securities will not be listed on any securities exchange or automated quotation system. Therefore, there may be little or no secondary market for the
Securities. SCUSA and any other affiliates of BNS intend, but are not required to, make a market in the Securities. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Securities easily.
Because we do not expect that other broker-dealers will participate in the secondary market for the Securities, the price at which you may be able to trade your Securities is likely to depend on the price, if any, at which SCUSA is willing to
purchase the Securities from you. If at any time SCUSA does not make a market in the Securities, it is likely that there would be no secondary market for the Securities. Accordingly, you should be willing to hold your Securities to maturity.
|
♦ |
The price at which SCUSA would buy or sell the Securities (if SCUSA makes a market, which it is not obligated to do) will be based on SCUSA’s estimated value of the Securities and may be greater than BNS’
valuation of the Securities at that time, greater than any other secondary market prices provided by unaffiliated dealers (if any) and, depending on your broker, greater than the valuation provided on your customer account statements
— SCUSA’s estimated value of the Securities is determined by reference to its pricing models and takes into account BNS’ internal funding rate. The price at which SCUSA would initially buy or sell the Securities in the secondary market (if
SCUSA makes a market, which it is not obligated to do) may exceed (i) SCUSA’s estimated value of the Securities at the time of pricing, (ii) any secondary market prices provided by unaffiliated dealers, potentially including UBS, and (ii)
depending on your broker, the valuation provided on your customer account statement. The price that SCUSA may initially offer to buy such Securities following issuance will exceed the valuations indicated by its internal pricing models due to
the inclusion for a limited period of time of the aggregate value of the costs associated with structuring and selling the Securities, including the underwriting discount, hedging costs, issuance costs and theoretical projected trading
profit. The portion of such amounts included in any secondary market price will decline to zero on a straight line basis over a period ending no later than the date specified under “Supplemental Plan of Distribution (Conflicts of Interest);
Secondary Markets (if any).” Thereafter, if SCUSA buys or sells the Securities it will do so at prices that reflect the estimated value determined by reference to SCUSA’s pricing models at that time. The price at which SCUSA will buy or sell
the Securities at any time also will reflect its then current bid and ask spread for similar sized trades of structured notes. The temporary positive differential relative to SCUSA’s internal pricing models arises from requests from and
arrangements made by BNS and the Agents. As described above, SCUSA and its affiliates are not required to make a market for the Securities and may stop making a market at any time. SCUSA reflects this temporary positive differential on its
customer account statements. Investors should inquire as to the valuation provided on customer account statements provided by unaffiliated dealers, including UBS.
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♦ |
The price of the Securities prior to maturity will depend on a number of factors and may be substantially less than the principal amount — Because structured notes, including the Securities, can be
thought of as having a debt component and a derivative component, factors that influence the values of debt instruments and options and other derivatives will also affect the terms and features of the Securities at issuance and the market
price of the Securities prior to maturity. Some of these factors include, but are not limited to: (i) actual or anticipated changes in the level of the underlying over the full term of the Securities, (ii) volatility of the level of the
underlying and the market’s perception of future volatility of the underlying, (iii) changes in interest rates generally, (iv) any actual or anticipated changes in our credit ratings or credit spreads, (v) dividend yields on the underlying
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.
Depending on the actual or anticipated level of the underlying and other relevant factors, the market value of the Securities may decrease and you may receive substantially less than the principal amount if you
sell your Securities prior to maturity regardless of the level of the underlying at such time.
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♦ |
Hedging activities by BNS and SCUSA may negatively impact investors in the Securities and cause our respective interests and those of our clients and counterparties to be contrary to those of investors in
the Securities — We, SCUSA or one or more of our other affiliates has hedged or expects to hedge our obligations under the Securities. Such hedging transactions may include entering into swap or similar agreements, purchasing shares
of the underlying constituents and/or purchasing futures, options and/or other instruments linked to the underlying and/or one or more of the underlying constituents. We, SCUSA or one or more of our or their respective affiliates also expects
to adjust the hedge by, among other things, purchasing or selling any of the foregoing, and perhaps other instruments linked to the underlying and/or one or more of the underlying constituents, at any time and from time to time, and to unwind
the hedge by selling any of the foregoing on or before the final valuation date. We, SCUSA or one or more of our or their respective affiliates may also enter into, adjust and unwind hedging transactions relating to other basket- or
index-linked Securities whose returns are linked to changes in the level of the underlying and/or one or more of the underlying constituents. Any of these hedging activities may adversely affect the level of the underlying — directly or
indirectly by affecting the price of the underlying constituents — and therefore the market value of the Securities and the amount you will receive, if any, on the Securities.
|
♦ |
The calculation agent can make antidilution and other adjustments that may adversely affect the market value of, and any amounts payable on, the Securities — For antidilution and certain other events
(including, but not limited to, a modification to the methodology of the underlying or its target index) affecting the underlying, the calculation agent may make adjustments to its initial level and/or final level, as applicable, and any
other term of the Securities. However, the calculation agent will not make an adjustment in response to every corporate event that could affect the underlying. If an event occurs that does not require the calculation agent to make an
adjustment, the market value of, and any payment on, the Securities may be materially and adversely affected. In addition, all determinations and calculations concerning any such adjustments will be made by the calculation agent. You should
be aware that the calculation agent may make any such adjustment, determination or calculation in a manner that differs from that discussed in the accompanying product supplement or this document as necessary to achieve an equitable result.
Following a delisting or suspension from trading or discontinuance of an ETF underlying, the determination as to the amount you receive at maturity may be based on the share of another ETF or a basket of securities, futures contracts,
commodities or other assets, as described further under “General Terms of the Notes — Adjustments to an ETF” and “General Terms of the Notes — Anti-Dilution Adjustments Relating to Equity Securities or a Reference Asset that is an ETF” in the
accompanying product supplement. The occurrence of any antidilution or other adjustment event and the consequent adjustments may materially and adversely affect the market value of, and any amounts payable on, the Securities. For more
information, see the sections “General Terms of the Notes — Unavailability of the Closing Value of a Reference Asset; Adjustments to a Reference Asset — Adjustments to a Reference ETF”, “General Terms of the Notes — Adjustments to an ETF” and
“General Terms of the Notes — Anti-Dilution Adjustments Relating to Equity Securities or a Reference Asset that is an ETF” in the accompanying product supplement.
|
♦ |
We, the Agents and our or their respective affiliates regularly provide services to, or otherwise have business relationships with, a broad client base, which has included and may include us and the issuers
of the underlying constituents and the market activities by us, the Agents or our or their respective affiliates for our or their own respective accounts or for our or their respective clients could negatively impact investors in the
Securities — We, the Agents and our or their respective affiliates regularly provide a wide range of financial services, including financial advisory, investment advisory and transactional services to a substantial and diversified
client base. As such, we each may act as an investor, investment banker, research provider, investment manager, investment advisor, market maker, trader, prime broker or lender. In those and other capacities, we, the Agents and/or our or
their respective affiliates purchase, sell or hold a broad array of investments, actively trade securities (including the Securities or other securities that we have issued), the underlying constituents, derivatives, loans, credit default
swaps, indices, baskets and other financial instruments and products for our or their own respective accounts or for the accounts of our or their respective customers, and we will have other direct or indirect interests, in those securities
and in other markets that may not be consistent with your interests and may adversely affect the level of the underlying and/or the value of the Securities. You should assume that we or they will, at present or in the future, provide such
services or otherwise engage in transactions with, among others, us and the underlying constituent issuers, or transact in securities or instruments or with parties that are directly or indirectly related to these entities. These services
could include making loans to or equity investments in those companies, providing financial advisory or other investment banking services, or issuing research reports. Any of these financial market activities may, individually or in the
aggregate, have an adverse effect on the level of the underlying and the market for your Securities, and you should expect that our interests and those of the Agents and/or our or their respective affiliates, clients or counterparties, will
at times be adverse to those of investors in the Securities.
|
♦ |
Potential BNS impact on price — Trading or transactions by BNS, the Agents or our or their respective affiliates in the underlying constituents, listed and/or over-the-counter options, futures or
other instruments with returns linked to the performance of the underlying or any underlying constituents may adversely affect the performance of the underlying or applicable underlying constituent and, therefore, the market value of, and any
amount payable on, the Securities.
|
♦ |
The calculation agent will have significant discretion with respect to the Securities, which may be exercised in a manner that is adverse to your interests — The calculation agent will be an
affiliate of BNS. The calculation agent can postpone the determination of the final level on the final valuation date if a market disruption event occurs and is continuing on that day.
|
♦ |
Potentially inconsistent research, opinions or recommendations by BNS — BNS, the Agents and our or their respective affiliates may publish research from time to time on financial markets and other
matters that may influence the value of the Securities, or express opinions or provide recommendations that are inconsistent with purchasing or holding the Securities. Any research, opinions or recommendations expressed by BNS, the Agents or
our or their respective affiliates may not be consistent with each other and may be modified from time to time without notice. Investors should make their own independent investigation of the merits of investing in the Securities and the
underlying to which the Securities are linked.
|
♦ |
Credit risk of BNS — The Securities are senior unsecured debt obligations of BNS and are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the
Securities, including any repayment of principal at maturity, depends on the ability of BNS to satisfy its obligations as they come due. As a result, BNS’ actual and perceived creditworthiness may affect the market value of the Securities. If
BNS were to default on its obligations, you may not receive any amounts owed to you under the terms of the Securities and you could lose your entire investment in the Securities.
|
♦ |
The COVID-19 virus may have an adverse impact on BNS — On March 11, 2020, the World Health Organization declared the outbreak of a strain of novel coronavirus disease, COVID-19, a global pandemic.
Governments in affected areas have imposed a number of measures designed to contain the outbreak, including business closures, travel restrictions, quarantines and cancellations of gatherings and events. The spread of COVID-19 has had
disruptive effects in countries in which BNS operates and the global economy more widely, as well as causing increased volatility and declines in financial markets. COVID-19 has materially impacted and continues to materially impact the
markets in which BNS operates. If the pandemic is prolonged, or further diseases emerge that give rise to similar effects, the adverse impact on the global economy could deepen and result in further declines in financial markets. A
substantial amount of BNS’ business involves making loans or otherwise committing resources to specific companies, industries or countries. The COVID-19 pandemic’s impact on such borrowers, industries and countries could have a material
adverse effect on BNS’ financial results, businesses, financial condition or liquidity. The COVID-19 pandemic may also result in disruption to BNS’ key suppliers of goods and services and result in increased unavailability of staff adversely
impacting the quality and continuity of service to customers and the reputation of BNS. As a result, the business, results of operations, corporate reputation and financial condition of BNS could be adversely impacted for a substantial period
of time.
|
♦ |
BNS is subject to the resolution authority under the CDIC Act — Although the Securities are not bail-inable debt securities under the CDIC Act, as described elsewhere in this pricing supplement, BNS
remains subject generally to Canadian bank resolution powers under the CDIC Act. Under such powers, the Canada Deposit Insurance Corporation may in certain circumstances take actions that could negatively impact holders of the Securities and
result in a loss on your investment. See “Risk Factors — Risks Related to the Bank’s Debt Securities” in the accompanying prospectus for more information.
|
♦ |
Uncertain tax treatment — Significant aspects of the tax treatment of the Securities are uncertain. You should consult your tax advisor about your tax situation. See “Material Canadian Income Tax
Consequences” and “What Are the Tax Consequences of the Securities?” in this pricing supplement.
|
Term:
|
Approximately 14 months
|
Initial Level:
|
$40
|
Upside Gearing:
|
3.00
|
Maximum Gain:
|
20.75%
|
Range of Underlying Return:
|
-100% to 50%
|
Underlying
|
Payment and Return at Maturity
|
||
Final Level
|
Underlying Return
|
Payment at Maturity
|
Security Total Return at Maturity
|
$60.00
|
50.000%
|
$12.075
|
20.75%
|
$56.00
|
40.000%
|
$12.075
|
20.75%
|
$52.00
|
30.000%
|
$12.075
|
20.75%
|
$48.00
|
20.000%
|
$12.075
|
20.75%
|
$44.00
|
10.000%
|
$12.075
|
20.75%
|
$42.77
|
6.917%
|
$12.075
|
20.75%
|
$42.40
|
6.000%
|
$11.800
|
18.00%
|
$42.00
|
5.000%
|
$11.500
|
15.00%
|
$41.60
|
4.000%
|
$11.200
|
12.00%
|
$40.80
|
2.000%
|
$10.600
|
6.00%
|
$40.00
|
0.000%
|
$10.000
|
0.00%
|
$36.00
|
-10.000%
|
$9.000
|
-10.00%
|
$32.00
|
-20.000%
|
$8.000
|
-20.00%
|
$28.00
|
-30.000%
|
$7.000
|
-30.00%
|
$24.00
|
-40.000%
|
$6.000
|
-40.00%
|
$20.00
|
-50.000%
|
$5.000
|
-50.00%
|
$10.00
|
-75.000%
|
$2.500
|
-75.00%
|
$0.00
|
-100.000%
|
$0.000
|
-100.00%
|
1 Year Bank Nova Scotia Halifax Chart |
1 Month Bank Nova Scotia Halifax Chart |
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