PRELIMINARY PRICING SUPPLEMENT
|
Filed Pursuant to Rule 424(b)(2)
|
Subject to Completion:
|
Registration No. 333-228614
|
Dated October 23, 2019
|
Per Note
|
Total
|
|
Price to public1
|
100.00%
|
$
|
Underwriting commissions2
|
0.90%
|
$
|
Proceeds to The Bank of Nova Scotia
|
99.10%
|
$
|
1
|
The price to public for certain investors will be between 99.10% and 100.00% of the Principal Amount, reflecting forgone
underwriting commissions with respect to such Notes. See “Supplemental Plan of Distribution (Conflicts of Interest)” herein and “Supplemental Plan of Distribution (Conflicts of Interest)” on page S-23 of the accompanying prospectus
supplement.
|
2
|
Scotia
Capital (USA) Inc. (“SCUSA”), our affiliate, will purchase the Notes at the Principal Amount and, as part of the distribution of the Notes, will sell the Notes to Goldman Sachs & Co. LLC (“GS&Co”) at a discount of up to $9.00
(0.90%) per $1,000 Principal Amount of the Notes, or will offer the Notes directly to investors. GS&Co. may resell the Notes to other dealers at the Principal Amount less varying selling concessions or fees of up to $9.00 (0.90%) per
Note in connection with the distribution of the Notes. See “Supplemental Plan of Distribution (Conflicts of Interest)” herein and “Supplemental Plan of Distribution (Conflicts of Interest)” on page S-23 of the accompanying prospectus
supplement.
|
Scotia Capital (USA) Inc.
|
Goldman Sachs & Co. LLC
Dealer
|
SUMMARY
|
Issuer:
|
The Bank of Nova Scotia (the “Issuer” or the “Bank”)
|
Issue:
|
Senior Note Program, Series B
|
Type of Note:
|
Callable Step-Up Fixed Rate Notes
|
CUSIP/ISIN:
|
064159QK5 / US064159QK52
|
Aggregate Principal
Amount:
|
$ |
Minimum Investment:
|
$1,000
|
Denominations:
|
$1,000 and integral multiples of $1,000 in excess thereof
|
Principal Amount:
|
$1,000 per Note
|
Currency:
|
U.S. Dollars
|
Trade Date:
|
October , 2019
|
Original Issue Date:
|
October , 2019
|
Maturity Date:
|
October , 2029. If such day is not a Business Day, the principal will be paid on the date determined according to the Business Day Convention
|
Business Day:
|
Any day which is neither a legal holiday nor a day on which banking institutions are authorized or obligated by law, regulation or executive order to close in New York
or Toronto
|
Interest Payment:
|
For each Interest Period, the amount of accrued interest (the “Interest Payment”) will be calculated by multiplying the Principal Amount per Note by the applicable per annum Interest Rate by the
day count fraction resulting from the Day Count Convention. The day count fraction is the number of days in the Interest Period in respect of which payment is being made divided by 360, calculated on a formula basis as follows:
|
[360 × (Y2
– Y1)] + [30 × (M2 – M1)] + (D2 – D1)
|
|||
360 |
|
where:
“Y1” is the year, expressed as a number, in which the first day of
the Interest Period falls;
“Y2” is the year, expressed as a number, in which the day immediately following the last day included in
the Interest Period falls;
“M1” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;
“M2” is the calendar month, expressed as a number, in which the day immediately following the last day
included in the Interest Period falls;
“D1” is the first calendar day, expressed as a number, of the Interest Period, unless such number would be
31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30.
|
Interest Rate:
|
Period beginning on
|
Period ending on and excluding
|
Annual Interest Rate
|
October , 2019
|
October , 2024
|
2.60% per annum
|
|
October , 2024
|
October , 2027
|
2.85% per annum
|
|
October , 2027
|
Maturity Date
|
3.10% per annum
|
Interest Payment Dates:
|
The of each April and October, commencing on April , 2020 and ending on the Maturity Date, subject to the Redemption Provision. If we redeem the Notes at our option,
the related Redemption Date will be deemed an Interest Payment Date for all purposes under the Notes.
|
Interest Period:
|
With respect to an Interest Payment Date, the period from and including the prior Interest Payment Date (other than the first Interest Period, which will begin on the Original Issue Date)
to but excluding such Interest Payment Date.
|
Regular Record Date:
|
For interest due on an Interest Payment Date, the day immediately prior to the day on which payment is to be made (as such payment day may be adjusted under the Business Day Convention)
|
Day Count Convention:
|
30/360 (ISDA), as described above under “Interest Payment”
|
Business Day Convention:
|
Following; Unadjusted
|
If any date of payment (including any Interest Payment Date, Redemption Date or the Maturity Date) is not a Business Day, the applicable payment will be made on the
first following Business Day. No additional interest will accrue as a result of such postponement of payment and no adjustment will be made to the length of the
applicable Interest Period.
|
|
First Redemption Date:
|
October , 2021
|
Redemption Provision:
|
The Notes are redeemable quarterly at our option, in whole, but not in part, on any Redemption Date, from and including the First Redemption Date, upon notice by us to
DTC through the trustee on or before the corresponding Redemption Notice Date, at an amount that will equal the Principal Amount of your Notes, together with any accrued and unpaid interest to the applicable Redemption Date. If the Notes
are redeemed prior to the Maturity Date, the related Redemption Date will be the final Interest Payment Date, meaning you will be entitled to receive only the Principal Amount of the Notes and any accrued and unpaid Interest Payment in
respect of Interest Payment Dates occurring on or before the Redemption Date. In this case, you will lose the opportunity to continue to be paid Interest Payments in respect of Interest Payment Dates that would have occurred after the
Redemption Date. In the event that a redemption (for any reason) would lead to a breach of our total loss absorbing capacity requirements, such redemption will be subject to the prior approval of the Superintendent of Financial Institutions
(Canada), as described further under “Description of the Debt Securities We May Offer — Special Provisions Related to Bail-inable Debt Securities — Approval of Redemption, Repurchases and Defeasance” and “― Canadian Bank Resolution Powers —
TLAC Guideline” in the accompanying prospectus.
|
Redemption Notice Date:
|
10 Business Days prior to the corresponding Redemption Date
|
Redemption Dates: | The of each January, April, July and October, commencing on the First Redemption Date and ending on July , 2029. If we redeem the notes at our option, the related Redemption Date will be deemed an Interest Payment Date for all purposes under the Notes. |
If any such day is not a Business Day, the applicable payment will be made on the date determined according to the Business Day Convention |
Survivor’s Option:
|
Not Applicable
|
Form of Notes:
|
Book-entry
|
Calculation Agent:
|
Scotia Capital Inc., an affiliate of the Bank
The Calculation Agent will make all determinations regarding the amount payable on your Notes. All determinations made by the Calculation Agent shall be made in its
sole discretion and, absent manifest error, will be final and binding on you and us, without any liability on the part of the Calculation Agent. We may change the Calculation Agent for your Notes at any time without notice and the Calculation
Agent may resign as Calculation Agent at any time upon 60 days’ written notice to the Bank.
|
Status:
|
The Notes will constitute direct, unsubordinated and unsecured obligations of the Bank ranking pari passu with all other
direct, unsecured and unsubordinated indebtedness of the Bank from time to time outstanding (except as otherwise prescribed by law). Holders will not have the benefit of any insurance under the provisions of the CDIC Act, the U.S. Federal Deposit Insurance Act or under any other deposit insurance regime of any jurisdiction.
|
Tax Redemption: | The Bank (or its successor) may redeem the Notes, in whole but not in part, at a redemption price equal to the Principal Amount thereof together
with accrued and unpaid interest to the date fixed for redemption, if it is determined that changes in tax laws or their interpretation will result in the Bank (or its successor) becoming obligated to pay, on the next Interest Payment Date,
Additional Amounts with respect to the Notes. See “Additional Amounts” and “Tax Redemption” in this pricing supplement. |
Listing: | The Notes will not be listed on any securities exchange or automated quotation system |
Use of Proceeds: | General corporate purposes, as discussed further herein under “Use of Proceeds and Hedging” |
Clearance and Settlement: |
Depository Trust Company |
Canadian Bail-in Powers: |
The Notes are bail-inable debt securities (as defined in the accompanying prospectus) and subject to conversion in whole or in part – by means of a transaction or series of transactions and in one or more steps – into common shares of the Bank or any of its affiliates under subsection 39.2(2.3) of the CDIC Act and to variation or extinguishment in consequence, and subject to the application of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with respect to the Notes. See “Description of the Debt Securities We May Offer ― Special Provisions Related to Bail-inable Debt Securities” and “Risk Factors — Risks Related to the Bank’s Debt Securities” in the accompanying prospectus. |
Agreement with Respect to the Exercise of Canadian Bail-in Powers:
|
By its acquisition of an interest in any Note, each holder or beneficial owner of that Note is deemed to (i) agree to be bound, in respect of the Notes, by the CDIC Act,
including the conversion of the Notes, in whole or in part – by means of a transaction or series of transactions and in one or more steps – into common shares of the Bank or any of its affiliates under subsection 39.2(2.3) of the CDIC Act and
the variation or extinguishment of the Notes in consequence, and by the application of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with respect to the Notes;
(ii) attorn and submit to the jurisdiction of the courts in the Province of Ontario with respect to the CDIC Act and those laws; and (iii) acknowledge and agree that the terms referred to in paragraphs (i) and (ii), above, are binding on that
holder or beneficial owner despite any provisions in the indenture or the Notes, any other law that governs the Notes and any other agreement, arrangement or understanding between that holder or beneficial owner and the Bank with respect to the
Notes.
Holders and beneficial owners of Notes will have no further rights in respect of their bail-inable debt securities to the extent
those bail-inable debt securities are converted in a bail-in conversion, other than those provided under the bail-in regime, and by its acquisition of an interest in any Note, each holder or beneficial owner of that Note is deemed to
irrevocably consent to the converted portion of the Principal Amount of that Note and any accrued and unpaid interest thereon being deemed paid in full by the Bank by the issuance of common shares of the Bank (or, if applicable, any of its
affiliates) upon the occurrence of a bail-in conversion, which bail-in conversion will occur without any further action on the part of that holder or beneficial owner or the trustee; provided that, for the avoidance of doubt, this consent will
not limit or otherwise affect any rights that holders or beneficial owners may have under the bail-in regime.
See “Description of the Debt Securities We May Offer ― Special Provisions Related to Bail-inable Debt Securities” and “Risk Factors — Risks Related to the Bank’s Debt Securities” in the
accompanying prospectus for a description of provisions and risks applicable to the Notes as a result of Canadian bail-in powers.
|
ADDITIONAL TERMS OF YOUR NOTES
|
ADDITIONAL RISK FACTORS
|
SUPPLEMENTAL PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
|
ADDITIONAL AMOUNTS
|
(i) |
with which the Bank does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment;
|
(ii) |
which is subject to such taxes by reason of its being connected presently or formerly with Canada or any province or territory thereof otherwise than by reason of the holder’s
activity in connection with purchasing the Notes, the holding of Notes or the receipt of payments thereunder;
|
(iii)
|
which presents such Note for payment (where presentation is required) more than 30 days after the relevant date (except to the extent that
the holder thereof would have been entitled to such Additional Amounts on presenting a Note for payment on the last day of such 30 day period); for this purpose, the “relevant date” in relation to any payments on any Note means:
|
(a)
|
the due date for payment thereof, or
|
(b) |
if the full amount of the monies payable on such date has not been received by the trustee on or prior to such due date, the date on which the full amount of such monies has been
received and notice to that effect is given to holders of the Notes in accordance with the indenture; or
|
(iv) |
who could lawfully avoid (but has not so avoided) such withholding or deduction by complying, or procuring that any third party comply with, any statutory requirements or by making,
or procuring that any third party make, a declaration of non-residence or other similar claim for exemption to any relevant tax authority.
|
TAX REDEMPTION
|
●
|
as a result of any change (including any announced prospective change) in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction
of organization of the successor to the Bank) or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws,
regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the Trade Date (or, in the case of a successor to the Bank, after the date of
succession), and which in the written opinion to the Bank (or its successor) of legal counsel of recognized standing has resulted or will result (assuming, in the case of any announced prospective change, that such announced change will
become effective as of the date specified in such announcement and in the form announced) in the Bank (or its successor) becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to
the Notes; or
|
●
|
on or after the Trade Date (or, in the case of a successor to the Bank, after the date of succession), any action has been taken by any taxing authority of, or any decision has been
rendered by a court of competent jurisdiction in Canada (or the jurisdiction of organization of the successor to the Bank) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in
the paragraph immediately above, whether or not such action was taken or decision was rendered with respect to the Bank (or its successor), or any change, amendment, application or interpretation shall be officially proposed, which, in
any such case, in the written opinion to the Bank (or its successor) of legal counsel of recognized standing, will result (assuming, in the case of any announced prospective change, that such change, amendment, application, interpretation
or action is applied to the Notes by the taxing authority and that such announced change will become effective as of the date specified in such announcement and in the form announced) in the Bank (or its successor) becoming obligated to
pay, on the next succeeding date on which interest is due, Additional Amounts with respect to the Notes; and, in any such case, the Bank (or its successor), in its business judgment, determines that such obligation cannot be avoided by
the use of reasonable measures available to it (or its successor).
|
MATERIAL CANADIAN INCOME TAX CONSEQUENCES
|
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
|
●
|
an individual who is a citizen or a resident of the United States, for U.S. federal income tax purposes;
|
●
|
a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized in or under
the laws of the United States or any State thereof (including the District of Columbia);
|
●
|
an estate whose income is subject to U.S. federal income taxation regardless of its source; or
|
●
|
a trust if a court within the United States is able to exercise primary supervision over its administration, and one or more United States persons, for U.S. federal
income tax purposes, have the authority to control all of its substantial decisions.
|
USE OF PROCEEDS AND HEDGING
|
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
A[BN.T
M_9WZ'N\U)8F4(JT[;GF_B;7)-6O2JL5@BX1?ZUA9_6NG\8:!_9]U]JMUS;S'
M/'\)KF/U]*]^@X."<3\PS*%:.)G[=Z@11116QYNMM0HHHH **** "BBB@ HH
MHH **** "BBB@ I*6DH %RHX_#I3-(N=/&VUM@!
M(@P$(QBMAI4AY=U4"FI(YYM[$X 'T]!1GGKBJ#W3W4#&S95 /WVZU7\R15\H
M7"N3]\D\T
?,F^)&3EU]10'0IX_GBDR/6NV\5_#/5?#&F:9>&*:Z6\MO/F CV
M^1R1M//H*R9XM*_X02"2/3KI=3,Q!O3_ *IEX^7ZT C!P1UZ4 YZ=:L66G
M7NHRLFG6
/(]/C;3!J"EKC9NQ*T8?DN$Z=_2@#RN:VGM)/+NX)8'(R%E0J2/H:=
M]DN<,?LTV$0.Q\ML*IZ,>.![UZG'<:[J7P>\3R_$C[5+%"T7]C7&J*1K 8 /'6@#
MSCPWX?OO%7B2RT32@AN[R39'O.%7C))/H ":UO$/AOP]H]G+_9GCKZ"41
M26L=C+&&YP2CMP0/PSVK(\.SZQ;>([&?PSY_]K1R;K46Z[G+ =AWXSQZ5Z=X
M@TT>*/AOK'B?Q?X77PQK=C-$(KV*%K9=39FPZ&%NK <[A0!Y1%;7$T+RPV\T
ML&8/%NNW%A