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Name | Symbol | Market | Type |
---|---|---|---|
Bank Nova Scotia Halifax (PK) | USOTC:BNSPF | OTCMarkets | Preference Share |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 18.71 | 18.59 | 37.74 | 0.00 | 01:00:00 |
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-261476
(To Prospectus dated December 29, 2021,
Prospectus Supplement dated December 29, 2021 and
Product Supplement STEPS-1 dated January 31, 2023)
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1,194,516 Units
$10 principal amount per unit CUSIP No. 06418H741 |
Pricing Date
Settlement Date Maturity Date |
April 25, 2024
May 2, 2024 May 9, 2025 |
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STEP Income Securities® Linked to the Common Stock of The Goldman Sachs Group, Inc.
•
Maturity of approximately one year and one week
•
Interest payable quarterly at the rate of 10.00% per year
•
A payment of $0.315 per unit if the Underlying Stock increases to or above 110.00% of the Starting Value
•
1-to-1 downside exposure to decreases in the Underlying Stock, with up to 100.00% of your principal at risk
•
All payments on the notes subject to the credit risk of The Bank of Nova Scotia
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In addition to the underwriting discount set forth below, the notes include a hedging-related charge of
$0.05 per unit. See “Structuring the Notes”
•
Limited secondary market liquidity, with no exchange listing
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The notes are unsecured debt securities and are not savings accounts or insured deposits of a bank. The notes are not insured or guaranteed by the Canada Deposit
Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation (the “FDIC”), or any other governmental agency of Canada, the United States or any other jurisdiction
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Per Unit
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Total
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Public offering price(1)
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$ 10.00
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$11,945,160.00
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Underwriting discount
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$ 0.15
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$179,177.40
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Proceeds, before expenses, to BNS
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$ 9.85
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$11,765,982.60
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(1) |
Plus accrued interest from the scheduled settlement date, if settlement occurs after that date.
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Are Not FDIC Insured
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Are Not Bank Guaranteed
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May Lose Value
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STEP Income Securities®
Linked to the Common Stock of The Goldman Sachs Group, Inc. due May 9, 2025 |
Terms of the Notes
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Issuer:
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The Bank of Nova Scotia (“BNS”)
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Principal
Amount:
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$10.00 per unit
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Term:
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Approximately one year and one week
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Underlying
Stock:
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Common stock of The Goldman Sachs Group, Inc., (the “Underlying Company”) (Bloomberg symbol: GS)
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Starting Value:
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$418.88 (the Volume Weighted Average Price on the pricing date, rounded to two decimal places).
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Volume
Weighted
Average Price:
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Absent a determination of a manifest error or a Market Disruption Event, the volume weighted average price (rounded to two decimal places)
shown on page “AQR” on Bloomberg L.P. for trading in the Underlying Stock taking place from approximately 9:30 a.m. to 4:02 p.m. on all U.S. exchanges.
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Ending Value:
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The Closing Market Price of the Underlying Stock on the valuation date, multiplied by the Price Multiplier. The valuation date is subject to
postponement in the event of Market Disruption Events, as described beginning on page PS-21 of product supplement STEPS-1.
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Valuation Date:
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May 2, 2025
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Interest Rate:
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10.00% per year, payable quarterly
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Interest
Payment Dates:
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August 9, 2024, November 9, 2024, February 9, 2025 and May 9, 2025.
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Step Payment:
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$0.315 per unit, which represents a return of 3.15% of the principal amount.
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Step Level:
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$460.77 (110.00% of the Starting Value, rounded to two decimal places).
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Threshold
Value:
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$418.88 (100.00% of the Starting Value, rounded to two decimal places).
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Price Multiplier:
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1, subject to adjustment for certain corporate events relating to the Underlying Stock, as described beginning on page PS-4 of product
supplement STEPS-1.
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Fees and
Charges:
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The underwriting discount of $0.15 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-10.
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Calculation
Agent:
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BofA Securities, Inc. (“BofAS”)
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Redemption Amount
Determination
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In addition to interest payable, on the maturity date, you will receive a cash payment per unit determined as follows:
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STEP Income Securities®
Linked to the Common Stock of The Goldman Sachs Group, Inc. due May 9, 2025 |
◾ |
Product supplement STEPS-1 dated January 31, 2023:
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◾ |
Prospectus supplement dated December 29, 2021:
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◾ |
Prospectus dated December 29, 2021:
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You may wish to consider an investment in the notes if:
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◾ |
You anticipate that the Ending Value will be greater than or equal to the Starting Value.
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◾ |
You seek interest payments on your investment.
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◾ |
You accept that the maximum return on the notes is limited to the sum of the quarterly interest payments and the Step Payment, if any.
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You accept that your investment may result in a loss, which could be significant, if the Ending Value is below the Starting Value.
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You are willing to forgo dividends or other benefits of owning shares of the Underlying Stock.
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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.
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◾
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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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The notes may not be an appropriate investment for you if:
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◾ |
You anticipate that the Ending Value will be less than the Starting Value.
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You anticipate that the price of the Underlying Stock will increase substantially and do not want a payment at maturity that is limited to the Step Payment.
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You seek principal repayment or preservation of capital.
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In addition to interest payments, you seek an additional guaranteed return above the principal amount.
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You want to receive dividends or other distributions paid on the Underlying Stock.
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You seek an investment for which there will be a liquid secondary market.
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◾
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You are unwilling or are unable to take market risk on the notes or to take our credit risk as issuer of the notes.
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STEP Income Securities®
Linked to the Common Stock of The Goldman Sachs Group, Inc. due May 9, 2025 |
1)
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a Starting Value of 100.00;
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2)
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a Threshold Value of 100.00;
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3)
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a Step Level of 110.00;
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4)
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the Step Payment of $0.315 per unit;
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5)
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the term of the notes from May 2, 2024 to May 9, 2025; and
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6)
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the Interest Rate of 10.00% per year.
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STEP Income Securities®
Linked to the Common Stock of The Goldman Sachs Group, Inc. due May 9, 2025 |
Example 1
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Example 2
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Example 3
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The Ending Value is
greater than or equal to
the Step Level
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The Ending Value is
less than the Step
Level but greater than
or equal to the Starting
Value
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The Ending Value is
less than the Starting
Value and the
Threshold Value
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Starting Value
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100.00
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100.00
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100.00
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Ending Value
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140.00
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105.00
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70.00
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Step Level
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110.00
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110.00
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110.00
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Threshold Value
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100.00
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100.00
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100.00
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Interest Rate (per year)
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10.00%
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10.00%
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10.00%
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Step Payment
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$0.315
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$0.00
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$0.00
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Redemption Amount per
Unit
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$10.315
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$10.00
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$7.00
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Total Return of the
Underlying Stock(1)
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42.67%
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7.67%
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-27.33%
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Total Return on the
Notes(2)
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13.34%
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10.19%
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-19.81%
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(1) |
The total return of the Underlying Stock may be rounded for ease of analysis and assumes:
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(a) |
the percentage change in the price of the Underlying Stock from the Starting Value to the Ending Value;
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(b) |
a constant dividend yield of 2.62% per year; and
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(c) |
no transaction fees or expenses.
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(2) |
The total return on the notes may be rounded for ease of analysis and includes interest paid on the notes from May 2, 2024 to May 9, 2025.
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STEP Income Securities®
Linked to the Common Stock of The Goldman Sachs Group, Inc. due May 9, 2025 |
◾ |
Depending on the performance of the Underlying Stock as measured shortly before the maturity date, your investment may result in a loss; there is no guaranteed return of principal.
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◾ |
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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You will not receive a Step Payment at maturity unless the Ending Value is greater than or equal to the Step Level.
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Your investment return is limited to the return represented by the periodic interest payments over the term of the notes and the Step Payment, if any, and may be less than a comparable investment directly in the Underlying Stock.
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The Underlying Company will have no obligations relating to the notes, and none of us, MLPF&S, BofAS or any of our respective affiliates will perform any due diligence procedures with respect to the Underlying Company in
connection with this offering.
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You will have no rights of a holder of the Underlying Stock, and you will not be entitled to receive the Underlying Stock or dividends or other distributions by the Underlying Company.
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While we, MLPF&S, BofAS or our respective affiliates may from time to time own shares of the Underlying Company, we, MLPF&S, BofAS and our respective affiliates do not control the Underlying Company, and have not verified
any disclosure made by the Underlying Company.
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The Redemption Amount will not be adjusted for all corporate events that could affect the Underlying Stock. See “Description of the Notes—Anti-Dilution Adjustments” beginning on page PS-22 of product supplement STEPS-1.
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Our initial estimated value of the notes is 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 exceeds 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-10.
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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 Underlying Stock, 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.
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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.
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STEP Income Securities®
Linked to the Common Stock of The Goldman Sachs Group, Inc. due May 9, 2025 |
◾ |
Our business, hedging and trading activities, and those of MLPF&S, BofAS and our respective affiliates (including trades in shares of the Underlying Stock) and any hedging and trading activities we, MLPF&S, BofAS or our
respective affiliates engage in for our clients’ accounts, may affect the market value and return of the notes and may create conflicts of interest with you.
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◾ |
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.
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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.
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◾ |
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.
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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-30 of the product supplement STEPS-1.
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STEP Income Securities®
Linked to the Common Stock of The Goldman Sachs Group, Inc. due May 9, 2025 |
STEP Income Securities®
Linked to the Common Stock of The Goldman Sachs Group, Inc. due May 9, 2025 |
STEP Income Securities®
Linked to the Common Stock of The Goldman Sachs Group, Inc. due May 9, 2025 |
STEP Income Securities®
Linked to the Common Stock of The Goldman Sachs Group, Inc. due May 9, 2025 |
STEP Income Securities®
Linked to the Common Stock of The Goldman Sachs Group, Inc. due May 9, 2025 |
STEP Income Securities®
Linked to the Common Stock of The Goldman Sachs Group, Inc. due May 9, 2025 |
STEP Income Securities®
Linked to the Common Stock of The Goldman Sachs Group, Inc. due May 9, 2025 |
1 Year Bank Nova Scotia Halifax (PK) Chart |
1 Month Bank Nova Scotia Halifax (PK) Chart |
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