August 2024
Pricing Supplement
Dated August 30, 2024
Registration Statement No. 333-261476
Filed pursuant to Rule 424(b)(2)
(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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SUMMARY TERMS
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Issuer:
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The Bank of Nova Scotia (“BNS”)
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Issue:
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Senior Note Program, Series A
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Underlying index:
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EURO STOXX 50® Index (Bloomberg Ticker: “SX5E”)
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Aggregate principal amount:
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$3,969,000
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Stated principal amount:
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$1,000.00 per PLUS
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Issue price:
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$1,000.00 per PLUS (see “Commissions and issue price” below)
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Minimum investment:
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$1,000.00 (1 PLUS)
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Coupon:
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None
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Pricing date:
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August 30, 2024
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Original issue date:
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September 5, 2024 (3 business days after the pricing 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 one business day (T+1), unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the PLUS in the secondary market on any date prior to one business day before delivery of the PLUS will be
required, by virtue of the fact that the PLUS 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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Valuation date:
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November 28, 2025, subject to postponement in the event of a market disruption event as described in the accompanying product supplement.
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Maturity date:
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December 3, 2025, subject to postponement in the event of a market disruption event, as described in the accompanying product supplement
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Payment at maturity per PLUS:
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◾ If the final index value is greater than the initial index value:
$1,000.00 + leveraged upside payment
In no event will the payment at maturity exceed the maximum payment at maturity.
◾ If the final index value is less than or equal to the initial index value:
$1,000.00 + ($1,000.00 × underlying return)
If the final index value is less than the initial index value, you will lose 1% for every 1% that the final index
value falls below the initial index value and you could lose up to your entire investment in the PLUS.
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Underlying return:
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(final index value − initial index value) / initial index value
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Leverage factor:
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300%
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Leveraged upside payment:
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$1,000.00 × leverage factor × underlying return
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Maximum gain:
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21.50%
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Maximum payment at maturity:
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$1,215.00 per PLUS (121.50% of the stated principal amount)
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Initial index value:
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4,957.98, which is equal to the index closing value of the underlying index on the pricing date, as determined by the calculation agent and as may be adjusted as described under “General Terms
of the Notes — Unavailability of the Closing Value of a Reference Asset; Adjustments to a Reference Asset — Unavailability of the Closing Value of a Reference Index; Alternative Calculation Methodology”, as described in the accompanying
product supplement.
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Final index value:
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The index closing value of the underlying index on the valuation date, as determined by the calculation agent and as may be adjusted as described under “General Terms of the Notes —
Unavailability of the Closing Value of a Reference Asset; Adjustments to a Reference Asset — Unavailability of the Closing Value of a Reference Index; Alternative Calculation Methodology”, as described in the accompanying product
supplement.
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CUSIP/ISIN:
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06417Y7F0 / US06417Y7F07
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Listing:
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The PLUS will not be listed or displayed on any securities exchange or any electronic communications network.
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Calculation agent:
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Scotia Capital Inc.
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Agent:
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Scotia Capital (USA) Inc. (“SCUSA”), an affiliate of BNS. See “Supplemental information regarding plan of distribution (conflicts of interest); secondary markets (if any).”
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Estimated value on the pricing
date:
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$979.30 per stated principal amount, which is less than the issue price listed above. See “Additional Information About the PLUS — Additional information regarding estimated value of the PLUS” herein and “Risk
Factors — Risks Relating to Estimated Value and Liquidity” beginning on page 9 of this document for additional information. The actual value of your PLUS at any time will reflect many factors and cannot be predicted with accuracy.
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Commissions and issue price:
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Price to Public(1)
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Fees and Commissions(1)
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Proceeds to Issuer
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Per PLUS:
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$1,000.00
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$17.50(a)
+$5.00(b)
$22.50
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$977.50
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Total:
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$3,969,000.00
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$89,302.50
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$3,879,697.50
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(1) |
SCUSA has agreed to purchase the PLUS at the stated principal amount and, as part of the distribution of the PLUS, has agreed to sell all of the PLUS to Morgan Stanley Smith Barney LLC
(“Morgan Stanley Wealth Management”) at an underwriting discount which reflects:
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(a) |
a fixed sales commission of $17.50 per $1,000.00 stated principal amount of PLUS that Morgan Stanley Wealth Management sells and
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(b) |
a fixed structuring fee of $5.00 per $1,000.00 stated principal amount of PLUS that Morgan Stanley Wealth Management sells,
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$3,969,000 PLUS Based on the Value of the EURO STOXX 50® Index due December 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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♦ |
Product Supplement (Market-Linked Notes, Series A) dated December 29, 2021:
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♦ |
Underlier Supplement dated December 29, 2021:
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♦ |
Prospectus Supplement dated December 29, 2021:
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♦ |
Prospectus dated December 29, 2021:
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$3,969,000 PLUS Based on the Value of the EURO STOXX 50® Index due December 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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◾ |
As an alternative to direct exposure to the underlying index that enhances returns for a certain range of positive performance of the underlying index, subject to the maximum payment at maturity; however, by investing in the PLUS, you
will not be entitled to receive any dividends paid with respect to the stocks comprising the underlying index (the “index constituent stocks”) or any interest payments, and your return will not exceed the maximum payment at maturity. You
should carefully consider whether an investment that does not provide for any dividends, interest payments or exposure to the positive performance of the underlying index beyond a value that, when multiplied by the leverage factor, exceeds
the maximum gain is appropriate for you.
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◾ |
To enhance returns and potentially outperform the underlying index in a moderately bullish scenario.
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◾ |
To achieve similar levels of upside exposure to the underlying index as a direct investment, subject to the maximum payment at maturity, while using fewer dollars by taking advantage of the leverage factor.
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◾ |
The PLUS are exposed on a 1:1 basis to the negative performance of the underlying index.
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Maturity:
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Approximately 15 months
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Leverage factor:
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300% (applicable only if the final index value is greater than the initial index value)
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Maximum payment at maturity:
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$1,215.00 per PLUS (121.50% of the stated principal amount)
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Maximum gain:
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21.50%
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Coupon:
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None
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Minimum payment at maturity:
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None. Investors may lose up to their entire investment in the PLUS.
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Listing:
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The PLUS will not be listed or displayed on any securities exchange or any electronic communications network.
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Leveraged Performance
up to a Cap
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The PLUS offer investors an opportunity to capture enhanced returns relative to a direct investment in the underlying index or the index constituent stocks, within a certain range of positive
performance.
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Upside Scenario
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If the final index value is greater than the initial index value, at maturity you will receive the stated principal amount of $1,000.00 plus the leveraged upside payment, subject to the
maximum payment at maturity of $1,215.00 per PLUS (121.50% of the stated principal amount).
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Par Scenario
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If the final index value is equal to the initial index value, at maturity you will receive the stated principal amount.
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Downside Scenario
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If the final index value is less than the initial index value, at maturity you will receive less than the stated principal amount, if anything, resulting in a percentage loss of your
investment equal to the underlying return. For example, if the underlying return is -35%, each PLUS will redeem for $650.00, or 65% of the stated principal amount. There is no minimum payment on the PLUS
and you could lose up to your entire investment in the PLUS.
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$3,969,000 PLUS Based on the Value of the EURO STOXX 50® Index due December 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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◾ |
You fully understand and are willing to accept the risks of an investment in the PLUS, including the risk that you may lose up to 100% of your investment in the PLUS
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You can tolerate a loss of some or all of your investment and are willing to make an investment that has the same downside market risk as that of a direct investment in the underlying index or the index constituent stocks
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You believe that the final index value will be greater than the initial index value and you understand and accept that any positive return that you earn on the PLUS will not exceed the maximum gain
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You can tolerate fluctuations in the market prices of the PLUS prior to maturity that may be similar to or exceed the fluctuations in the value of the underlying index
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You do not seek current income from your investment and are willing to forgo any dividends paid on any index constituent stocks
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You are willing and able to hold the PLUS to maturity, a term of approximately 15 months, and accept that there may be little or no secondary market for the PLUS
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You understand and are willing to accept the risks associated with the underlying index
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You are willing to assume the credit risk of BNS for all payments under the PLUS, and you 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 unwilling to accept the risks of an investment in the PLUS, including the risk that you may lose up to 100% of your investment
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You require an investment that provides for at least partial or contingent protection against loss of principal
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You are not willing to make an investment that has the same downside market risk as that of a direct investment in the underlying index or the index constituent stocks
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You believe that the final index value will not be greater than the initial index value
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You seek an investment that has an unlimited return potential or you do not understand or cannot accept that your potential return on the PLUS is limited to the maximum gain
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You cannot tolerate fluctuations in the market price of the PLUS prior to maturity that may be similar to or exceed the fluctuations in the value of the underlying index
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You seek current income from your investment or prefer to receive the dividends paid on the index constituent stocks
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You are unable or unwilling to hold the PLUS to maturity, a term of approximately 15 months, or seek an investment for which there will be an active secondary market
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You do not understand or are not willing to accept the risks associated with the underlying index
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◾ |
You are not willing to assume the credit risk of BNS for all payments under the PLUS, including any repayment of principal
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$3,969,000 PLUS Based on the Value of the EURO STOXX 50® Index due December 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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Stated principal amount:
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$1,000.00 per PLUS
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Leverage factor:
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300%
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Hypothetical initial index value:
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4,500
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Maximum payment at maturity:
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$1,215.00 per PLUS
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Maximum gain:
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21.50%
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Minimum payment at maturity:
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None
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Final index value
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4,635
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Underlying return
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(4,635 – 4,500) / 4,500 = 3.00%
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Payment at maturity
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= $1,000.00 + leveraged upside payment, subject to the maximum payment at maturity
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= $1,000.00 + ($1,000.00 × leverage factor × underlying return), subject to the maximum payment at maturity
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= $1,000.00 + ($1,000.00 × 300% × 3.00%), subject to the maximum payment at maturity
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= $1,090.00
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Final index value
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6,750
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Underlying return
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(6,750 – 4,500) / 4,500 = 50.00%
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Payment at maturity
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= $1,000.00 + leveraged upside payment, subject to the maximum payment at maturity
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= $1,000.00 + ($1,000.00 × leverage factor × underlying return), subject to the maximum payment at maturity
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= maximum payment at maturity of $1,215.00 per PLUS
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$3,969,000 PLUS Based on the Value of the EURO STOXX 50® Index due December 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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Final index value
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3,600
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Underlying return
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(3,600 – 4,500) / 4,500 = -20.00%
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Payment at maturity
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= $1,000.00 + ($1,000.00 × underlying return)
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= $1,000.00 + ($1,000.00 × -20.00%)
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= $1,000.00 - $200.00
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= $800.00
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$3,969,000 PLUS Based on the Value of the EURO STOXX 50® Index due December 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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◾ |
The PLUS do not provide any protection against loss; you may lose up to your entire investment. The PLUS differ from ordinary debt securities in that BNS will not necessarily repay the stated
principal amount of the PLUS at maturity. BNS will pay you the stated principal amount of your PLUS at maturity only if the final index value is equal to or greater than the initial index value. You will be exposed on a 1-for-1 basis to
any decline of the final index value of the underlying index relative to the initial index value. If the final index value is less than the initial index value, you will lose 1% of your principal for every 1% that the final index value
falls below the initial index value. You may lose up to your entire investment in the PLUS.
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◾ |
The stated payout from the issuer applies only at maturity. You should be willing to hold your PLUS to maturity. The stated payout, including the benefit of the leverage factor, is available only
if you hold your PLUS to maturity. If you are able to sell your PLUS prior to maturity in the secondary market, you may have to sell them at a loss relative to your investment in the PLUS even if the then-current value of the underlying
index is equal to or greater than the initial index value.
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◾ |
Your potential return on the PLUS is limited to the maximum gain. The return potential of the PLUS 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 leverage factor, exceeds the maximum gain. Your return on the PLUS may be less than that of a hypothetical direct investment in the underlying index or the index constituent
stocks.
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◾ |
You will not receive any interest payments. BNS will not pay any interest with respect to the PLUS.
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The amount payable on the PLUS is not linked to the value of the underlying index at any time other than the valuation date. The final index value will be based on the index closing value on the
valuation date, subject to postponement for non-trading days and certain market disruption events. If the value of the underlying index falls on the valuation date, the payment at maturity may be significantly less than it would have been
had the payment at maturity been linked to the value of the underlying index at any time prior to such drop. Although the index closing value on the maturity date or at other times during the term of the PLUS may be higher than the index
closing value on the valuation date, the payment at maturity will be based solely on the index closing value on the valuation date.
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◾ |
Owning the PLUS is not the same as owning the index constituent stocks. The return on your PLUS may not reflect the return you would realize if you actually owned the index constituent stocks.
For instance, you will not benefit from any positive underlying return in excess of an amount that, when multiplied by the leverage factor, exceeds the maximum gain. Furthermore, you will not receive or be entitled to receive any dividend
payments or other distributions paid on the index constituent stocks, and any such dividends or distributions will not be factored into the calculation of the payment at maturity on your PLUS. In addition, as an owner of the PLUS, you
will not have voting rights or any other rights that a holder of the index constituent stocks may have.
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◾ |
An investment in the PLUS involves market risk associated with the underlying index. The return on the PLUS, which may be negative, is linked to the performance of the underlying index and
indirectly linked to the value of the index constituent stocks. The value of the underlying index can rise or fall sharply due to factors specific to the underlying index or its index constituent stocks and their issuers (the “index
constituent stock issuers”), such as stock or commodity price volatility, earnings, 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 values, interest rates and economic, political and other conditions. You, as an investor in the PLUS, should make your own investigation into the underlying index
and the index constituent stocks.
|
$3,969,000 PLUS Based on the Value of the EURO STOXX 50® Index due December 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
◾ |
There can be no assurance that the investment view implicit in the PLUS will be successful. It is impossible to predict whether and the extent to which the value of the underlying index will rise
or fall and there can be no assurance that the underlying return will be positive. The final index value (and therefore the underlying return) will be influenced by complex and interrelated political, economic, financial and other factors
that affect the index constituent stock issuers. You should be willing to accept the risks associated with the relevant markets tracked by the underlying index in general and each index constituent stock in particular, and the risk of
losing some or all of your investment in the PLUS.
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◾ |
The underlying index reflects price return, not total return. The return on the PLUS is based on the performance of the underlying index, which reflects the changes in the market prices of the
index constituent stocks. It is not, however, linked to a “total return” index or strategy, which, in addition to reflecting those price returns, would also reflect any dividends paid on the index constituent stocks. The return on the
PLUS will not include such a total return feature or dividend component.
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◾ |
The PLUS will not be adjusted for changes in exchange rates related to the U.S. dollar. Although the index constituent stocks trade in euros, the PLUS are denominated in U.S. dollars. The
calculation of the amount payable on the PLUS at maturity will not be adjusted for changes in the exchange rates between the U.S. dollar and the euro. Changes in exchange rates, however, may reflect changes in various non-U.S. economies
that in turn may affect the value of the underlying index and, accordingly, the amount payable on the PLUS. You will not benefit from any appreciation of the euro relative to the U.S. dollar, which you would have had you owned such stocks
directly.
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◾ |
The PLUS are subject to non-U.S. securities market risk. The underlying index is subject to risks associated with non-U.S. securities markets, specifically that of the Eurozone. An investment in
securities, such as the PLUS, linked directly or indirectly to the value of securities issued by non-U.S. companies involves particular risks. Generally, non-U.S. securities markets may be more volatile than U.S. securities markets, and
market developments may affect non-U.S. markets differently from U.S. securities markets. 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. There is generally less publicly available information about non-U.S. companies than about those U.S. companies that are subject to the reporting requirements of the SEC, and non-U.S. companies
are subject to accounting, auditing and financial reporting standards and requirements that differ from those applicable to U.S. reporting companies. Securities prices in non-U.S. countries are subject to political, economic, financial
and social factors that may be unique to the particular country. These factors, which could negatively affect the non-U.S. securities markets, 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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◾ |
Changes affecting the underlying index could have an adverse effect on the market value of, and any amount payable on, the PLUS. The policies of the index sponsor as specified under “Information
About the Underlying Index” (the “index sponsor”), concerning additions, deletions and substitutions of the index constituent stocks and the manner in which the index sponsor takes account of certain changes affecting those index
constituent stocks may adversely affect the value of the underlying index. The policies of the index sponsor with respect to the calculation of the underlying index could also adversely affect the value of the underlying index. The index
sponsor may discontinue or suspend calculation or dissemination of the underlying index. Any such actions could have an adverse effect on the market value of, and any amount payable on, the PLUS.
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◾ |
There is no affiliation between the index sponsor and BNS, and BNS is not responsible for any disclosure by such index sponsor. We or our affiliates may currently, or from time to time engage in
business with the index sponsor. However, we and our affiliates are not affiliated with the index sponsor and have no ability to control or predict its actions. You, as an investor in the PLUS, should conduct your own independent
investigation of the index sponsor and the underlying index. The index sponsor is not involved in the PLUS offered hereby in any way and has no obligation of any sort with respect to your PLUS. The index sponsor has no obligation to take
your interests into consideration for any reason, including when taking any actions that might affect the value of, and any amounts payable on, your PLUS.
|
$3,969,000 PLUS Based on the Value of the EURO STOXX 50® Index due December 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
◾ |
Governmental regulatory actions, such as sanctions, could adversely affect your investment in the PLUS. Governmental regulatory actions, including, without limitation, sanctions-related actions
by the U.S. or a foreign government, could prohibit or otherwise restrict persons from holding the PLUS or the index constituent stocks of the underlying index, or engaging in transactions therein, and any such action could adversely
affect the value of the underlying index or the PLUS. These regulatory actions could result in restrictions on the PLUS and could result in the loss of a significant portion or all of your investment in the PLUS, including if you are
forced to divest the PLUS due to the government mandates, especially if such divestment must be made at a time when the market value of the PLUS has declined.
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◾ |
BNS’ initial estimated value of the PLUS at the time of pricing (when the terms of your PLUS were set on the pricing date) is lower than the issue price of the PLUS. BNS’ initial estimated value of the
PLUS is only an estimate. The issue price of the PLUS exceeds BNS’ initial estimated value. The difference between the issue price of the PLUS and BNS’ initial estimated value reflects costs associated with selling and
structuring the PLUS, as well as hedging its obligations under the PLUS. Therefore, the economic terms of the PLUS 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 PLUS 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 PLUS and SCUSA’s estimated value of the PLUS 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 PLUS
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 PLUS as well as the higher issuance, operational and ongoing liability management costs of the PLUS 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 PLUS to be more favorable
to you. Consequently, the use of an internal funding rate for the PLUS increases the estimated value of the PLUS at any time and has an adverse effect on the economic terms of the PLUS.
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◾ |
BNS’ initial estimated value of the PLUS does not represent future values of the PLUS and may differ from others’ (including SCUSA’s) estimates. BNS’ initial estimated value of the PLUS was
determined by reference to its internal pricing models when the terms of the PLUS were set. These pricing models consider certain factors, such as BNS’ internal funding rate on the pricing date, the expected term of the PLUS, market
conditions and other relevant factors existing at that time, and BNS’ assumptions about market parameters, which can include volatility of the underlying index, 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 PLUS that are different, and perhaps materially lower, from BNS’ initial estimated value. Therefore, the price at which SCUSA
would buy or sell your PLUS (if SCUSA makes a market, which it is not obligated to do) may be materially lower than BNS’ initial estimated value. In addition, market conditions and other relevant factors in the future may change, and any
assumptions may prove to be incorrect.
|
◾ |
The PLUS have limited liquidity. The PLUS will not be listed on any securities exchange or automated quotation system. Therefore, there may be little or no secondary market for the PLUS. SCUSA
and any other affiliates of BNS intend, but are not required, to make a market in the PLUS. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the PLUS easily. Because we do not expect
that other broker-dealers will participate in the secondary market for the PLUS, the price at which you may be able to trade your PLUS is likely to depend on the price, if any, at which SCUSA is willing to purchase the PLUS from you. If
at any time SCUSA does not make a market in the PLUS, it is likely that there would be no secondary market for the PLUS. Accordingly, you should be willing to hold your PLUS to maturity.
|
$3,969,000 PLUS Based on the Value of the EURO STOXX 50® Index due December 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
◾ |
The price at which SCUSA would buy or sell your PLUS (if SCUSA makes a market, which it is not obligated to do) will be based on SCUSA’s estimated value of your PLUS. SCUSA’s estimated value of the PLUS
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 your PLUS in the secondary market (if SCUSA makes a market, which it is not
obligated to do) exceeds SCUSA’s estimated value of your PLUS at the time of pricing. As agreed by SCUSA and the distribution participants, this excess is expected to decline to zero over the period specified under “Additional Information
About the PLUS — Supplemental information regarding plan of distribution (conflicts of interest); secondary markets (if any)”. Thereafter, if SCUSA buys or sells your PLUS 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 your PLUS at any time also will reflect its then-current bid and ask spread for similar sized trades of structured notes. If SCUSA
calculated its estimated value of your PLUS by reference to BNS’ credit spreads or the borrowing rate BNS would pay for its conventional fixed-rate debt securities (as opposed to BNS’ internal funding rate), the price at which SCUSA would
buy or sell your PLUS (if SCUSA makes a market, which it is not obligated to do) could be significantly lower.
|
◾ |
The price of the PLUS prior to maturity will depend on a number of factors and may be substantially less than the stated principal amount. The price at which the PLUS may be sold prior to
maturity will depend on a number of factors. Some of these factors include, but are not limited to: (i) actual or anticipated changes in the value of the underlying index over the full term of the PLUS, (ii) volatility of the value of the
underlying index and the index constituent stocks and the market’s perception of future volatility of the foregoing, (iii) changes in interest rates generally, (iv) changes in exchange rates between the currency in which the index
constituent stocks trade and the U.S. dollar, (v) any actual or anticipated changes in our credit ratings or credit spreads, (vi) dividend yields on the index constituent stocks and (vii) time remaining to maturity. In particular, because
the provisions of the PLUS relating to the payment at maturity behave like options, the value of the PLUS will vary in ways which are non-linear and may not be intuitive.
|
$3,969,000 PLUS Based on the Value of the EURO STOXX 50® Index due December 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
◾ |
Payments on the PLUS are subject to the credit risk of BNS. The PLUS 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 PLUS, including any repayment of principal, 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
PLUS. If BNS were to default on its obligations, you may not receive any amounts owed to you under the terms of the PLUS and you could lose your entire investment in the PLUS.
|
◾ |
Hedging activities by BNS and SCUSA may negatively impact investors in the PLUS and cause our respective interests and those of our clients and counterparties to
be contrary to those of investors in the PLUS. We, SCUSA or one or more of our other affiliates has hedged or expects to hedge our obligations under the PLUS. Such hedging transactions may include entering into swap or similar
agreements, purchasing shares of the index constituent stocks and/or purchasing futures, options and/or other instruments linked to the underlying index and/or one or more of the index constituent stocks. We, SCUSA or one or more of our
other 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 index and/or one or more of the index constituent stocks, at any
time and from time to time, and to unwind the hedge by selling any of the foregoing on or before the valuation date. We, SCUSA or one or more of our other 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 value of the underlying index and/or one or more underlying index and/or the index constituent stocks. Any of these hedging activities may adversely
affect the value of the underlying index—directly or indirectly by affecting the value of their index constituent stocks — and therefore the market value of the PLUS and the amount you will receive, if any, on the PLUS.
|
◾ |
We, SCUSA and our other affiliates regularly provide services to, or otherwise have business relationships with, a broad client base, which has included and may include us and the index constituent
stock issuers and the market activities by us, SCUSA or our other affiliates for our or their own respective accounts or for our clients could negatively impact investors in the PLUS. We, SCUSA and our other 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, SCUSA and/or our other affiliates purchase, sell or hold a broad array of investments, actively trade
securities (including the PLUS or other securities that we have issued), the index constituent stocks, 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 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 value of the
underlying index and/or the value of the PLUS. 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 index constituent stock 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 value of the underlying index and the market for your PLUS, and
you should expect that our interests and those of SCUSA and/or our other affiliates, clients or counterparties, will at times be adverse to those of investors in the PLUS.
|
$3,969,000 PLUS Based on the Value of the EURO STOXX 50® Index due December 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
◾ |
Activities conducted by BNS and its affiliates may impact the value of the underlying index and the value of the PLUS. Trading or transactions by BNS, SCUSA or our other affiliates in the
underlying index or any index constituent stocks, listed and/or over-the-counter options, futures, exchange-traded funds or other instruments with returns linked to the performance of the underlying index or any index constituent stocks
may adversely affect the value of the underlying index or index constituent stocks and, therefore, the market value of the PLUS. See “— Hedging activities by BNS and SCUSA may negatively impact investors in the PLUS and cause our
respective interests and those of our clients and counterparties to be contrary to those of investors in the PLUS” for additional information regarding hedging-related transactions and trading.
|
◾ |
The calculation agent will have significant discretion with respect to the PLUS, 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 will determine the payment at maturity of the PLUS, if any, based on the observed final index value. The calculation agent can postpone the determination of the final index value (and therefore the related
maturity date) if a market disruption event occurs and is continuing with respect to the underlying index on the valuation date.
|
◾ |
BNS and its affiliates may publish research or make opinions or recommendations that are inconsistent with an investment in the PLUS. BNS, SCUSA and our other affiliates may publish research from
time to time on financial markets and other matters that may influence the value of the PLUS, or express opinions or provide recommendations that are inconsistent with purchasing or holding the PLUS. Any research, opinions or
recommendations expressed by BNS, SCUSA or our other 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 PLUS and the underlying index to which the PLUS are linked.
|
◾ |
Uncertain tax treatment. Significant aspects of the tax treatment of the PLUS are uncertain. You should consult your tax advisor about your tax situation. See “Additional Information About the
PLUS — Tax Considerations” and “— Material Canadian Income Tax Consequences” herein.
|
$3,969,000 PLUS Based on the Value of the EURO STOXX 50® Index due December 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
Bloomberg Ticker Symbol:
|
SX5E <Index>
|
52 Week High (on May 15, 2024):
|
5,100.90
|
Current Index Value:
|
4,957.98
|
52 Week Low (on October 27, 2023):
|
4,014.36
|
52 Weeks Ago (on August 30, 2023):
|
4,315.31
|
$3,969,000 PLUS Based on the Value of the EURO STOXX 50® Index due December 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
EURO STOXX 50® Index
|
High
|
Low
|
Period End
|
2019
|
|||
First Quarter
|
3,409.00
|
2,954.66
|
3,351.71
|
Second Quarter
|
3,514.62
|
3,280.43
|
3,473.69
|
Third Quarter
|
3,571.39
|
3,282.78
|
3,569.45
|
Fourth Quarter
|
3,782.27
|
3,413.31
|
3,745.15
|
2020
|
|||
First Quarter
|
3,865.18
|
2,385.82
|
2,786.90
|
Second Quarter
|
3,384.29
|
2,662.99
|
3,234.07
|
Third Quarter
|
3,405.35
|
3,137.06
|
3,193.61
|
Fourth Quarter
|
3,581.37
|
2,958.21
|
3,552.64
|
2021
|
|||
First Quarter
|
3,926.20
|
3,481.44
|
3,919.21
|
Second Quarter
|
4,158.14
|
3,924.80
|
4,064.30
|
Third Quarter
|
4,246.13
|
3,928.53
|
4,048.08
|
Fourth Quarter
|
4,401.49
|
3,996.41
|
4,298.41
|
2022
|
|||
First Quarter
|
4,392.15
|
3,505.29
|
3,902.52
|
Second Quarter
|
3,951.12
|
3,427.91
|
3,454.86
|
Third Quarter
|
3,805.22
|
3,279.04
|
3,318.20
|
Fourth Quarter
|
3,986.83
|
3,331.53
|
3,793.62
|
2023
|
|||
First Quarter
|
4,315.05
|
3,856.09
|
4,315.05
|
Second Quarter
|
4,408.59
|
4,218.04
|
4,399.09
|
Third Quarter
|
4,471.31
|
4,129.18
|
4,174.66
|
Fourth Quarter
|
4,549.44
|
4,014.36
|
4,521.44
|
2024
|
|||
First Quarter
|
5,083.42
|
4,403.08
|
5,083.42
|
Second Quarter
|
5,100.90
|
4,839.14
|
4,894.02
|
Third Quarter (through August 30, 2024)
|
5,043.02
|
4,571.60
|
4,957.98
|
$3,969,000 PLUS Based on the Value of the EURO STOXX 50® Index due December 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
EURO STOXX 50® Index – Daily Index Closing Values
January 1, 2019 to August 30, 2024
|
$3,969,000 PLUS Based on the Value of the EURO STOXX 50® Index due December 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
Additional Provisions:
|
|||
Trustee:
|
Computershare Trust Company, N.A.
|
||
Calculation agent:
|
Scotia Capital Inc.
|
||
Trading day:
|
As specified in the product supplement under “General Terms of the Notes — Special Calculation Provisions — Trading Day”.
|
||
Business day:
|
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.
|
||
Tax redemption:
|
Notwithstanding anything to the contrary in the accompanying product supplement, the provisions 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 PLUS.
|
||
Canadian bail-in:
|
The PLUS are not bail-inable debt securities under the CDIC Act.
|
Terms incorporated:
|
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 document, and for purposes of the foregoing, the terms used
herein mean the corresponding terms as defined in the accompanying product supplement, as specified below:
|
|||
Term used herein
|
Corresponding term in the
accompanying product supplement
|
|||
underlying index
|
reference asset
|
|||
index constituent stocks
|
reference asset constituents
|
|||
stated principal amount
|
principal amount
|
|||
original issue date
|
issue date
|
|||
valuation date
|
final valuation date
|
|||
index closing value
|
closing value
|
|||
initial index value
|
initial value
|
|||
final index value
|
final value
|
|||
underlying return
|
reference asset return
|
|||
leverage factor
|
participation rate
|
Additional information regarding estimated
value of the PLUS:
|
On the cover page of this pricing supplement, BNS has provided the initial estimated value for the PLUS. The initial estimated value was determined by reference to BNS’
internal pricing models, which take into consideration certain factors, such as BNS’ internal funding rate on the pricing date and BNS’ assumptions about market parameters. For more information about the initial estimated value, see “Risk
Factors — Risks Relating to Estimated Value and Liquidity” herein.
The economic terms of the PLUS are based on BNS’ internal funding rate, which is the rate BNS would pay to borrow funds through the issuance of similar market-linked
securities and the economic terms of certain related hedging arrangements. Due to these factors, the issue price you pay to purchase the PLUS is greater than the initial estimated value of the PLUS. BNS’ internal funding rate is typically
lower than the rate BNS would pay when it issues conventional fixed rate debt securities as discussed further under “Risk Factors — Risks Relating to Estimated Value and Liquidity — Neither BNS’ nor SCUSA’s estimated value of the PLUS 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’ use of its internal funding rate reduces the economic terms of the PLUS to you. We urge you to read the “Risk Factors” in this pricing supplement for additional information.
|
||
Material Canadian income tax
consequences:
|
See “Supplemental Discussion of Canadian Tax Consequences” in the accompanying product supplement for a discussion of the material Canadian income tax consequences of an
investment in the PLUS. In addition to the assumptions, limitations and conditions described therein, such
discussion assumes that a Non-Resident Holder is not an entity in respect of which BNS is a “specified entity” as defined in the Income Tax Act (Canada) (the “Act”).
Such discussion further assumes that no amount paid or payable to a Non-Resident Holder will be the deduction component of a “hybrid mismatch arrangement” under which
the payment arises within the meaning of paragraph 18.4(3)(b) of the Act.
|
$3,969,000 PLUS Based on the Value of the EURO STOXX 50® Index due December 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
Tax considerations:
|
The U.S. federal income tax consequences of your investment in the PLUS are uncertain. There are no statutory provisions, regulations,
published rulings or judicial decisions addressing the characterization for U.S. federal income tax purposes of securities with terms that are substantially the same as the PLUS. Some of these tax consequences are summarized below, but
we urge you to read the more detailed discussion in “Material U.S. Federal Income Tax Consequences”, in the accompanying product supplement and to discuss the tax consequences of your particular situation with your tax advisor. This discussion is based upon the U.S. Internal Revenue Code of 1986, as amended (the “Code”), final, temporary and proposed U.S. Department of the Treasury (the “Treasury”) regulations, rulings and decisions,
in each case, as available and in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. Tax consequences under state, local and non-U.S. laws are not addressed herein. No ruling from the
U.S. Internal Revenue Service (the “IRS”) has been sought as to the U.S. federal income tax consequences of your investment in the PLUS, and the following discussion is not binding on the IRS.
U.S. Tax Treatment. Pursuant to the terms of the PLUS, BNS and you agree, in the absence of a statutory or regulatory change or an
administrative determination or judicial ruling to the contrary, to characterize your PLUS as prepaid derivative contracts with respect to the underlying index. If your PLUS are so treated, you should generally recognize long-term capital
gain or loss if you hold your PLUS for more than one year (and, otherwise, short-term capital gain or loss) upon the taxable disposition (including cash settlement) of your PLUS, in an amount equal to the difference between the amount you
receive at such time and the amount you paid for your PLUS. The deductibility of capital losses is subject to limitations.
Based on certain factual representations received from us, our special U.S. tax counsel, Fried, Frank, Harris, Shriver & Jacobson LLP, is of the
opinion that it would be reasonable to treat your PLUS in the manner described above. However, because there is no authority that specifically addresses the tax treatment of the PLUS, it is possible that your PLUS could alternatively be
treated for tax purposes as a single contingent payment debt instrument, or pursuant to some other characterization, such that the timing and character of your income from the PLUS could differ materially and adversely from the treatment
described above, as described further under “Material U.S. Federal Income Tax Consequences”, in the accompanying product supplement.
Section 1297. We will not attempt to ascertain whether any index constituent stock issuer would be treated as a “passive foreign
investment company” (a “PFIC”) within the meaning of Section 1297 of the Code. If any such entity were so treated, certain adverse U.S. federal income tax consequences might apply to U.S. holders upon the taxable disposition (including
cash settlement) of the PLUS. U.S. holders should refer to information filed with the SEC or an equivalent governmental authority by such entities and consult their tax advisors regarding the possible consequences to them if any such
entity is or becomes a PFIC.
Except to the extent otherwise required by law, BNS intends to treat your PLUS for U.S. federal income tax purposes in accordance with the treatment described above and
under “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement, unless and until such time as the Treasury and the IRS determine that some other treatment is more appropriate.
Notice 2008-2. In 2007, the IRS released a notice that may affect the taxation of holders of the PLUS. According to Notice 2008-2,
the IRS and the Treasury are actively considering whether a holder of an instrument such as the PLUS should be required to accrue ordinary income on a current basis. It is not possible to determine what guidance they will ultimately
issue, if any. It is possible, however, that under such guidance, holders of the PLUS will ultimately be required to accrue income currently and this could be applied on a retroactive basis. The IRS and the Treasury are also considering
other relevant issues, including whether additional gain or loss from such instruments should be treated as ordinary or capital, whether non-U.S. holders of such instruments should be subject to withholding tax on any deemed income
accruals, and whether the special “constructive ownership rules” of Section 1260 of the Code should be applied to
|
$3,969,000 PLUS Based on the Value of the EURO STOXX 50® Index due December 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
such instruments. Both U.S. and non-U.S. holders are urged to consult their tax advisors concerning the significance, and the potential impact, of the above considerations.
Medicare Tax on Net Investment Income. U.S. holders that are individuals, estates or certain trusts are subject to an additional
3.8% tax on all or a portion of their “net investment income,” or “undistributed net investment income” in the case of an estate or trust, which may include any income or gain realized with respect to the PLUS, to the extent of their net
investment income or undistributed net investment income (as the case may be) that, when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint
return (or a surviving spouse), $125,000 for a married individual filing a separate return or the dollar amount at which the highest tax bracket begins for an estate or trust. The 3.8% Medicare tax is determined in a different manner than
the regular income tax. U.S. holders should consult their tax advisors as to the consequences of the 3.8% Medicare tax.
Specified Foreign Financial Assets. U.S. holders may be subject to reporting obligations with respect to their PLUS if they do not
hold their PLUS in an account maintained by a financial institution and the aggregate value of their PLUS and certain other “specified foreign financial assets” (applying certain attribution rules) exceeds an applicable threshold.
Significant penalties can apply if a U.S. holder is required to disclose its PLUS and fails to do so.
Non-U.S. Holders. Subject to Section 871(m) of the Code and “FATCA”, discussed below, if you are a non-U.S. holder you should
generally not be subject to U.S. withholding tax with respect to payments on your PLUS or to generally applicable information reporting and backup withholding requirements with respect to payments on your PLUS if you comply with certain
certification and identification requirements as to your non-U.S. status (by providing us (and/or the applicable withholding agent) with a fully completed and duly executed applicable IRS Form W-8). Subject to Section 871(m) of the Code,
discussed below, gain realized from the taxable disposition of a PLUS generally should not be subject to U.S. tax unless (i) such gain is effectively connected with a trade or business conducted by you in the U.S., (ii) you are a
non-resident alien individual and are present in the U.S. for 183 days or more during the taxable year of such taxable disposition and certain other conditions are satisfied or (iii) you have certain other present or former connections
with the U.S.
Section 871(m). A 30% withholding tax (which may be reduced by an applicable income tax treaty) is imposed under Section 871(m) of
the Code on certain “dividend equivalents” paid or deemed paid to a non-U.S. holder with respect to a “specified equity-linked instrument” that references one or more dividend-paying U.S. equity securities or indices containing U.S.
equity securities. The withholding tax can apply even if the instrument does not provide for payments that reference dividends. Treasury regulations provide that the withholding tax applies to all dividend equivalents paid or deemed paid
on specified equity-linked instruments that have a delta of one (“delta-one specified equity-linked instruments”) issued after 2016 and to all dividend equivalents paid or deemed paid on all other specified equity-linked instruments
issued after 2017. However, the IRS has issued guidance that states that the Treasury and the IRS intend to amend the effective dates of the Treasury regulations to provide that withholding on dividend equivalents paid or deemed paid will
not apply to specified equity-linked instruments that are not delta-one specified equity-linked instruments and are issued before January 1, 2027.
Based on the nature of the underlying index and our determination that the PLUS are not “delta-one” with respect to the underlying index or any index constituent stocks, our
special U.S. tax counsel is of the opinion that the PLUS should not be delta-one specified equity-linked instruments and thus should not be subject to withholding on dividend equivalents. Our determination is not binding on the IRS, and
the IRS may disagree with this determination. Furthermore, the application of Section 871(m) of the Code will depend on our determinations on the date the terms of the PLUS are set. If withholding is required, we will not make payments of
any additional amounts.
Nevertheless, after the date the terms are set, it is possible that your PLUS could be deemed to be reissued for tax purposes upon the occurrence of certain events affecting
the underlying index, any index constituent stocks or your PLUS, and following such occurrence your PLUS could be treated as delta-one specified
|
$3,969,000 PLUS Based on the Value of the EURO STOXX 50® Index due December 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
equity-linked instruments that are subject to withholding on dividend equivalents. It is also possible that withholding tax or other tax under Section 871(m) of the Code
could apply to the PLUS under these rules. If you enter, or have entered, into other transactions in respect of the underlying index, any index constituent stocks or the PLUS should consult your tax advisor regarding the application of
Section 871(m) of the Code to your PLUS in the context of your other transactions.
Because of the uncertainty regarding the application of the 30% withholding tax on dividend equivalents to the PLUS, you are urged to consult your tax
advisor regarding the potential application of Section 871(m) of the Code and the 30% withholding tax to an investment in the PLUS.
FATCA. The Foreign Account Tax Compliance Act (“FATCA”) was enacted on March 18, 2010, and imposes a 30% U.S. withholding tax on
“withholdable payments” (i.e., certain U.S.-source payments, including interest (and original issue discount), dividends, other fixed or determinable annual or periodical gain, profits, and income, and on the gross proceeds from a
disposition of property of a type which can produce U.S.-source interest or dividends) and “passthru payments” (i.e., certain payments attributable to withholdable payments) made to certain foreign financial institutions (and certain of
their affiliates) unless the payee foreign financial institution agrees (or is required), among other things, to disclose the identity of any U.S. individual with an account at the institution (or the relevant affiliate) and to annually
report certain information about such account. FATCA also requires withholding agents making withholdable payments to certain foreign entities that do not disclose the name, address, and taxpayer identification number of any substantial
U.S. owners (or do not certify that they do not have any substantial U.S. owners) to withhold tax at a rate of 30%. Under certain circumstances, a holder may be eligible for refunds or credits of such taxes.
Pursuant to final and temporary Treasury regulations and other IRS guidance, the withholding and reporting requirements under FATCA will generally apply to certain
“withholdable payments”, will not apply to gross proceeds on a sale or disposition, and will apply to certain foreign passthru payments only to the extent that such payments are made after the date that is two years after final
regulations defining the term “foreign passthru payment” are published. If withholding is required, we (or the applicable paying agent) will not be required to pay additional amounts with respect to the amounts so withheld. Foreign
financial institutions and non-financial foreign entities located in jurisdictions that have an intergovernmental agreement with the U.S. governing FATCA may be subject to different rules.
Investors should consult their tax advisors about the application of FATCA, in particular if they may be classified as financial institutions (or if they hold their PLUS
through a foreign entity) under the FATCA rules.
Backup Withholding and Information Reporting. The proceeds received from a taxable disposition of the PLUS will be subject to
information reporting unless you are an “exempt recipient” and may also be subject to backup withholding at the rate specified in the Code if you fail to provide certain identifying information (such as an accurate taxpayer number, if you
are a U.S. holder) or meet certain other conditions.
Amounts withheld under the backup withholding rules are not additional taxes and may be refunded or credited against your U.S. federal income tax liability, provided the
required information is furnished to the IRS.
U.S. Federal Estate Tax Treatment of Non-U.S. Holders. A PLUS may be subject to U.S. federal estate tax if an individual non-U.S.
holder holds the PLUS at the time of his or her death. The gross estate of a non-U.S. holder domiciled outside the U.S. includes only property situated in the U.S. Individual non-U.S. holders should consult their tax advisors regarding
the U.S. federal estate tax consequences of holding the PLUS at death.
Proposed Legislation. In 2007, legislation was introduced in Congress that, if it had been enacted, would have required holders of
PLUS purchased after the bill was enacted to accrue interest income over the term of the PLUS despite the fact that there will be no interest payments over the term of the PLUS.
Furthermore, in 2013, the House Ways and Means Committee released in draft form certain proposed legislation relating to financial instruments. If it had been enacted, the
effect of this legislation generally would have been to require instruments such as the PLUS to be marked to market on an annual basis with all
|
$3,969,000 PLUS Based on the Value of the EURO STOXX 50® Index due December 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
gains and losses to be treated as ordinary, subject to certain exceptions.
It is not possible to predict whether any similar or identical bills will be enacted in the future, or whether any such bill would affect the tax treatment of your PLUS. You
are urged to consult your tax advisor regarding the possible changes in law and their possible impact on the tax treatment of your PLUS.
Both U.S. and non-U.S. holders are urged to consult their tax advisors concerning the application of U.S. federal income tax laws to their particular
situations, as well as any tax consequences of the purchase, beneficial ownership and disposition of the PLUS arising under the laws of any state, local, non-U.S. or other taxing jurisdiction (including that of BNS and those of the index
constituent stock issuers).
|
Supplemental information regarding plan
of distribution (conflicts of interest);
secondary markets (if any):
|
SCUSA, our affiliate, has agreed to purchase the PLUS at the stated principal amount and, as part of the distribution of the PLUS, has agreed to sell the PLUS to Morgan
Stanley Wealth Management with an underwriting discount of $22.50 reflecting a fixed sales commission of $17.50 and fixed structuring fee of $5.00 per $1,000.00 stated principal amount of PLUS that Morgan Stanley Wealth Management
sells. BNS or an affiliate may also pay a fee to LFT Securities, LLC, an entity in which an affiliate of Morgan Stanley Wealth Management has an ownership interest, for providing certain electronic platform services with respect to this
offering.
BNS, SCUSA or any other affiliate of BNS may use this document, the accompanying product supplement and the accompanying prospectus in a market-making transaction for any
PLUS after their initial sale. In connection with the offering, BNS, SCUSA, any other affiliate of BNS or any other securities dealers may distribute this document, the accompanying product supplement and the accompanying prospectus
electronically. Unless BNS or its agent informs the purchaser otherwise in the confirmation of sale, this document, the accompanying product supplement and the accompanying prospectus are being used in a market-making transaction.
Conflicts of Interest — SCUSA is an affiliate of BNS and, as such, has a “conflict of
interest” in this offering within the meaning of the Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5121. In addition, BNS will receive the gross proceeds from the initial public offering of the PLUS, thus creating an
additional conflict of interest within the meaning of FINRA Rule 5121. Consequently, the offering is being conducted in compliance with the provisions of FINRA Rule 5121. SCUSA is not permitted to sell securities in this offering to an
account over which it exercises discretionary authority without the prior specific written approval of the account holder.
In the ordinary course of their various business activities, SCUSA, and its affiliates may make or hold a broad array of investments and actively trade debt and equity
securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or
instruments of BNS. SCUSA, and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients
that they acquire, long and/or short positions in such securities and instruments.
SCUSA and its affiliates may offer to buy or sell the PLUS in the secondary market (if any) at prices greater than BNS’ internal valuation — The value of the PLUS at any time will vary based on many factors that cannot be predicted. However, the price (not including SCUSA’s or any affiliates’ customary bid-ask spreads) at which SCUSA or
any affiliate would offer to buy or sell the PLUS immediately after the pricing date in the secondary market is expected to exceed the initial estimated value of the PLUS as determined by reference to our internal pricing models. The
amount of the excess will decline to zero on a straight line basis over a period ending no later than 6 weeks after the pricing date, provided that SCUSA may shorten the period based on various factors, including the magnitude of
purchases and other negotiated provisions with selling agents. Notwithstanding the foregoing, SCUSA and its affiliates intend, but are not required, to make a market for the PLUS and may stop making a market at any time. For more
information about secondary market offers and the initial estimated value of the PLUS, see “Risk Factors” herein.
|
$3,969,000 PLUS Based on the Value of the EURO STOXX 50® Index due December 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
Prohibition of sales to EEA retail investors:
|
The PLUS are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the
European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); (ii) a
customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in
Regulation (EU) 2017/1129, as amended. Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”), for offering or selling the PLUS or otherwise making them available to
retail investors in the EEA has been prepared and therefore offering or selling the PLUS or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
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Prohibition of sales to United Kingdom
retail investors:
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The only categories of person in the United Kingdom to whom this document may be distributed are those persons who (i) have professional experience in matters relating
to investments falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”)), (ii)
are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (“FSMA”)) in connection with the issue or sale of any PLUS may otherwise lawfully be communicated or caused to be communicated (all such persons
in (i)-(iii) above together being referred to as “Relevant Persons”). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment
activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This document may only be provided to persons in the United Kingdom in circumstances where section 21(1)
of FSMA does not apply to BNS. The PLUS are not being offered to “retail investors” within the meaning of the Packaged Retail and Insurance-based Investment Products Regulations 2017 and accordingly no Key Information Document has
been produced under these regulations.
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Validity of the PLUS:
|
In the opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, as special counsel to BNS, when the PLUS offered by this pricing supplement have been executed and
issued by BNS and authenticated by the trustee pursuant to the indenture and delivered, paid for and sold as contemplated herein, the PLUS will be valid and binding obligations of BNS, enforceable against BNS in accordance with
their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors’ rights generally, and to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in equity). This opinion is given as of the date hereof and is limited to the laws of the State of New York. Insofar as this opinion involves matters governed by
Canadian law, Fried, Frank, Harris, Shriver & Jacobson LLP has assumed, without independent inquiry or investigation, the validity of the matters opined on by Osler, Hoskin & Harcourt LLP, Canadian legal counsel for BNS, in
its opinion expressed below. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and, with respect to the PLUS, authentication of the PLUS and the
genuineness of signatures and certain factual matters, all as stated in the opinion of Fried, Frank, Harris, Shriver & Jacobson LLP dated February 28, 2022 filed with the SEC as an exhibit to the Current Report on Form 6-K on
March 1, 2022.
In the opinion of Osler, Hoskin & Harcourt LLP, the issue and sale of the PLUS has been duly authorized by all necessary corporate action of BNS in conformity with
the Indenture, and when the PLUS have been duly executed, authenticated and issued in accordance with the Indenture, and delivered against payment therefor, the PLUS will be validly issued and, to the extent validity of the PLUS is
a matter governed by the laws of the Province of Ontario or the federal laws of Canada applicable therein, will be valid obligations of BNS, subject to the following limitations (i) the enforceability of the Indenture may be limited
by the Canada Deposit Insurance Corporation Act (Canada), the Winding-up and Restructuring Act (Canada) and bankruptcy, insolvency, reorganization,
|
$3,969,000 PLUS Based on the Value of the EURO STOXX 50® Index due December 3, 2025
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
receivership, preference, moratorium, arrangement or winding-up laws or other similar laws affecting the enforcement of creditors’ rights generally; (ii) the enforceability of the Indenture may be limited by equitable principles, including the principle that equitable remedies such as specific performance and injunction may only be granted in the discretion of a court of competent jurisdiction; (iii) pursuant to the Currency Act (Canada) a judgment by a Canadian court must be awarded in Canadian currency and that such judgment may be based on a rate of exchange in existence on a day other than the day of payment; and (iv) the enforceability of the Indenture will be subject to the limitations contained in the Limitations Act, 2002 (Ontario), and such counsel expresses no opinion as to whether a court may find any provision of the Indenture to be unenforceable as an attempt to vary or exclude a limitation period under that Act. This opinion is given as of the date hereof and is limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein. In addition, this opinion is subject to customary assumptions about the Trustees’ authorization, execution and delivery of the Indenture and the genuineness of signatures and certain factual matters, all as stated in the letter of such counsel dated December 27, 2021, which has been filed as Exhibit 5.2 to BNS’ Form F-3/A filed with the SEC on December 27, 2021. |
August 2024
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Page 22
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Calculation of Filing Fee Tables |
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Narrative Disclosure |
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The maximum aggregate offering price of the securities to which the prospectus relates is $ |
|
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Submission |
Sep. 03, 2024 |
---|---|
Submission [Line Items] | |
Central Index Key | 0000009631 |
Registrant Name | BANK OF NOVA SCOTIA |
Registration File Number | 333-261476 |
Form Type | F-3 |
Submission Type | 424B2 |
Fee Exhibit Type | EX-FILING FEES |
Fees Summary |
Sep. 03, 2024
USD ($)
|
---|---|
Fees Summary [Line Items] | |
Narrative Disclosure | |
Narrative - Max Aggregate Offering Price | $ 3,969,000.00 |
Final Prospectus | true |