FWP 1 brhc10036331_fwp.htm PRELIMINARY TERM SHEET

 
  Filed Pursuant to Rule 433
Dated April 13, 2022
 
Registration No. 333-261476
 
 
 
 
Market Linked Securities – Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index Due October 29, 2025
Term Sheet to the Preliminary Pricing Supplement dated April 13, 2022
Summary of Terms
 
Issuer
 
The Bank of Nova Scotia (the “Bank”)
 
Term
 
Approximately 3.5 years (unless earlier called)
 
Market Measure
 
The S&P 500® Index (Bloomberg Ticker: SPX) (the “Reference Asset”)
 
Pricing Date
 
Expected to be April 29, 2022*
 
Trade Date
 
Expected to be April 29, 2022*
 
Original Issue Date
 
Expected to be May 4, 2022*
 
Principal Amount
 
$1,000 per Security
 
Original Offering Price
 
100% of the Principal Amount of each Security
 
Contingent Coupon
Payment
 
See “How the Contingent Coupon Payments are Calculated” on page 3
 
Calculation Dates
 
Quarterly, on the 24th day of each January, April, July and October, commencing July 25, 2022 and ending October 24, 2025. We refer to October 24, 2025 as the “Final Calculation Date”.
 
Contingent Coupon
Payment Dates
 
Three business days after the applicable Calculation Date (the Contingent Coupon Payment Date with respect to the Final Calculation Date will be the Maturity Date)
 
Contingent Coupon Rate
 
At least 5.00% per annum, to be determined on the Pricing Date
 
Automatic Call Feature
 
See “How to Determine if the Securities Will be Automatically Called” on page 3
 
Call Settlement Dates
 
Three business days after the applicable Calculation Date
 
Redemption Amount at
Maturity
 
See “How the Redemption Amount at Maturity is Calculated” on page 3
 
Maturity Date
 
Expected to be October 29, 2025
 
Starting Level
 
The Closing Level of the Reference Asset on the Pricing Date
 
Ending Level
 
The Closing Level of the Reference Asset on the Final Calculation Date
 
Coupon Threshold Level
 
60.00% of the Starting Level
 
Downside Threshold
Level
 
60.00% of the Starting Level
 
Percentage Change
 
The Percentage Change, expressed as a percentage, with respect to the Redemption Amount at Maturity, will be calculated as follows:
Ending Level – Starting Level
Starting Level
 
Calculation Agent
 
Scotia Capital Inc., an affiliate of the Bank
 
Denominations
 
$1,000 and any integral multiple of $1,000
 
Agent Discount
 
Up to 1.625% of which dealers, including Wells Fargo Advisors, LLC (“WFA”), may receive a selling concession of up to 1.00%, and WFA may receive a distribution expense fee of 0.075%. In respect of certain Securities sold in this offering, we may pay a fee of up to $1.00 per Security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the Securities to other securities dealers.
 
CUSIP/ISIN
 
06416DAN6 / US06416DAN66
 
Underwriters
 
Scotia Capital (USA) Inc.; Wells Fargo Securities, LLC
*We expect that delivery of the Securities will be made against payment therefor on or about the 3rd Business Day following the Trade Date (this settlement cycle being referred to as “T+3”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in 2 Business Days (“T+2”), unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Securities on the Trade Date will be required, by virtue of the fact that each Security initially will settle in 3 Business Days (T+3), to specify alternative settlement arrangements to prevent a failed settlement.
Investment Description
Linked to the S&P 500® Index.
Unlike ordinary debt securities, the Securities do not provide for fixed payments of interest, do not repay a fixed amount of principal at maturity and are subject to potential automatic call prior to maturity upon the terms described below. Whether the Securities pay a contingent coupon, whether the Securities are automatically called prior to maturity and, if they are not automatically called, whether you are repaid the Principal Amount of your Securities at maturity will depend in each case on the Closing Level of the Reference Asset on the relevant Calculation Date.
Contingent Coupon. The Securities will pay a Contingent Coupon Payment on each Contingent Coupon Payment Date until the earlier of the Maturity Date or Call Settlement Date if, and only if, the Closing Level of the Reference Asset on the related Calculation Date is greater than or equal to the Coupon Threshold Level. However, if the Closing Level on a Calculation Date is less than the Coupon Threshold Level, you will not receive any Contingent Coupon Payment on the related Contingent Coupon Payment Date. If the Closing Level on every Calculation Date is less than the Coupon Threshold Level, you will not receive any Contingent Coupon Payments throughout the entire term of the Securities and you will not earn any positive return.
Automatic Call. If the Closing Level of the Reference Asset on any of the quarterly Calculation Dates, beginning with the Calculation Date scheduled to occur in October 2022 and ending with the Calculation Date scheduled to occur in July 2025, is greater than or equal to the Starting Level, we will automatically call the Securities for the Principal Amount plus the Contingent Coupon Payment applicable to that Calculation Date.
Potential Loss of Principal. If the Securities are not automatically called prior to the Maturity Date, the amount that you will be paid on your Securities at maturity will be based on the performance of the Reference Asset from the Starting Level to the Ending Level. If the Securities are not automatically called, you will receive the Principal Amount per Security at maturity if, and only if, the Ending Level is greater than or equal to the Downside Threshold Level. However, if the Ending Level is less than the Downside Threshold Level, you will have full downside exposure to the decrease in the level of the Reference Asset from the Starting Level to the Ending Level, and will lose more than 40.00%, and possibly all, of the Principal Amount at maturity.
Investors may lose up to 100.00% of the Principal Amount.
Your return on the securities will depend solely on the performance of the Reference Asset on each Calculation Date.
All payments on the Securities are subject to the credit risk of the Bank, and you will have no right to any securities tracked by the Reference Asset; if The Bank of Nova Scotia defaults on its obligations, you could lose your entire investment.
No exchange listing; designed to be held to maturity.
 
If the Securities priced today, the estimated value of the Securities would be between $921.99 (92.199%) and $961.99 (96.199%) per Security. See “The Bank’s Estimated Value of the Securities” in the preliminary pricing supplement.
The Securities have complex features and investing in the Securities involves risks not associated with an investment in conventional debt securities. See “Selected Risk Considerations” in this term sheet, “Additional Risks” in the preliminary pricing supplement, “Additional Risk Factors Specific to the Notes” in the product supplement and “Risk Factors” in the prospectus supplement and prospectus.


This introductory term sheet does not provide all the information that an investor should consider prior to making an investment decision. This term sheet should be read in conjunction with the preliminary pricing supplement, underlier supplement, product supplement, prospectus supplement, and prospectus.
NOT A BANK DEPOSIT AND NOT INSURED OR GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY


Hypothetical Payout Profile
The profile to the right illustrates the potential Redemption Amount at Maturity on the Securities (excluding the final Contingent Coupon Payment, if any) for a range of hypothetical performances of the Reference Asset on the Final Calculation Date from the Starting Level to the Ending Level, assuming the Securities have not been automatically called prior to the Maturity Date.
This graph has been prepared for purposes of illustration only. Your actual return will depend on the actual Ending Level on the Final Calculation Date and whether you hold your Securities to maturity.
 
 
Hypothetical Returns
If the Securities are automatically called:
If the Securities are automatically called prior to the Maturity Date, you will receive a cash payment on the related Call Settlement Date equal to the Principal Amount plus the Contingent Coupon Payment otherwise due. In the event the Securities are automatically called, your total return on the Securities will equal any Contingent Coupon Payments received prior to the Call Settlement Date and the Contingent Coupon Payment received on the Call Settlement Date.
If the Securities are not automatically called:
If the Securities are not automatically called prior to the Maturity Date, the following table illustrates, for a range of hypothetical Percentage Changes on the Final Calculation Date, the hypothetical Redemption Amount at Maturity per Security (excluding the final Contingent Coupon Payment, if any). The Percentage Change on the Final Calculation Date is equal to the percentage change from the Starting Level to the Ending Level (i.e., Ending Level minus Starting Level, divided by Starting Level).
Hypothetical Percentage Change on Final
Calculation Date
Hypothetical Redemption Amount at Maturity
per security
   
75.00%
$1,000.00
60.00%
$1,000.00
50.00%
$1,000.00
40.00%
$1,000.00
30.00%
$1,000.00
20.00%
$1,000.00
10.00%
$1,000.00
0.00%
$1,000.00
-10.00%
$1,000.00
-20.00%
$1,000.00
-30.00%
$1,000.00
-40.00%
$1,000.00
-40.01%
$599.90
-45.00%
$550.00
-50.00%
$500.00
-60.00%
$400.00
-75.00%
$250.00
-100.00%
$0.00

The above figures do not take into account Contingent Coupon Payments, if any, received during the term of the Securities. As evidenced above, in no event will you have a positive rate of return based solely on the Redemption Amount at Maturity; any positive return will be based solely on the Contingent Coupon Payments, if any, received during the term of the Securities.
The above figures are for purposes of illustration only and may have been rounded for ease of analysis. If the Securities are not automatically called prior to the Maturity Date, the actual amount you will receive at maturity will depend on the actual Ending Level on the Final Calculation Date.

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How Contingent Coupon Payments Are Calculated
On each Contingent Coupon Payment Date, you will receive a Contingent Coupon Payment based on the Contingent Coupon Rate, which is a per annum rate, if, and only if, the Closing Level of the Reference Asset on the related Calculation Date is greater than or equal to the Coupon Threshold Level.
Contingent Coupon Payments on the Securities are not guaranteed. If the Closing Level of the Reference Asset on a Calculation Date is less than the Coupon Threshold Level, you will not receive any Contingent Coupon Payment on the related Contingent Coupon Payment Date. If the Closing Level of the Reference Asset is less than the Coupon Threshold Level on each Calculation Date, you will not receive any Contingent Coupon Payments over the term of the Securities.
Each Contingent Coupon Payment, if any, will be calculated per Security as follows:
($1,000 × Contingent Coupon Rate) / 4
Any Contingent Coupon Payments will be rounded to the nearest cent, with one-half cent rounded upward.

How to Determine if the Securities Will be Automatically Called
If the Closing Level of the Reference Asset on any of the quarterly Calculation Dates, beginning with the Calculation Date scheduled to occur in October 2022 and ending with the Calculation Date scheduled to occur in July 2025, is greater than or equal to the Starting Level, the Securities will be automatically called. On the related Call Settlement Date, you will be entitled to receive a cash payment per Security in U.S. dollars equal to the Principal Amount per Security plus the Contingent Coupon Payment applicable to the relevant Calculation date.
If the Securities are automatically called, they will cease to be outstanding on the related Call Settlement Date and you will have no further rights under the Securities after such Call Settlement Date. You will not receive any notice from us if the Securities are automatically called.

How the Redemption Amount at Maturity is Calculated
If the Securities are not automatically called prior to the Maturity Date, the Redemption Amount at Maturity, if any (in addition to the final Contingent Coupon Payment, if one is payable with respect to the Final Calculation Date), will be calculated as follows:
If the Ending Level is greater than or equal to the Downside Threshold Level, the Redemption Amount at Maturity will equal: $1,000 Principal Amount; or
If the Ending Level is less than the Downside Threshold Level, the Redemption Amount at Maturity will equal:
Principal Amount + (Principal Amount × Percentage Change)
If the Securities are not automatically called prior to the Maturity Date and the Ending Level on the Final Calculation Date is less than the Downside Threshold Level, you will lose more than 40.00%, and possibly all, of the Principal Amount of your Securities.
Any positive return on the Securities will be limited to the sum of your Contingent Coupon Payments, if any. You will not participate in any appreciation of the Reference Asset, but you will have full downside exposure to the Reference Asset on the Final Calculation Date if the Ending Level is less than the Downside Threshold Level.

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Reference Asset Daily Closing Levels*
* The graph above illustrates the performance of the Reference Asset from January 1, 2017 through April 11, 2022. The dotted line represents the hypothetical Coupon Threshold Level and Downside Threshold Level of 2,647.518, which is equal to 60.00% of 4,412.53, which was the Closing Level of the Reference Asset on April 11, 2022. Past performance of the Reference Asset is not indicative of future performance.
Information from outside sources is not incorporated by reference in, and should not be considered part of, this introductory term sheet, the pricing supplement, the prospectus, the prospectus supplement, product supplement or underlier supplement.

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Selected Risk Considerations
The risks set forth below are discussed in detail in “Additional Risks” in the pricing supplement, “Additional Risk Factors Specific to the Notes” in the product supplement and “Risk Factors” in the prospectus supplement and prospectus. Please review those risk disclosures carefully.
Risk of Loss at Maturity: The Redemption Amount at Maturity depends on the Percentage Change calculated on the Final Calculation Date. If the Securities are not automatically called, the Bank will only repay you the full Principal Amount of your Securities if the Ending Level is equal to or greater than the Downside Threshold Level. If the Ending Level is less than the Downside Threshold Level, you will have full downside exposure to the Reference Asset from the Starting Level to the Ending Level and you will lose more than 40.00%, and possibly all, of the Principal Amount of your Securities on the Maturity Date. Specifically, you will lose 1% for each 1% decline in the Ending Level from the Starting Level.
The Contingent Repayment of Principal Applies Only at Maturity
Any Potential Positive Return on the Securities is Limited to the Contingent Coupon Payments; You may not Receive any Contingent Coupon Payments
You Will Be Subject To Reinvestment Risk
The Contingent Coupon Rate, Coupon Threshold Level and Downside Threshold Level Reflect, in Part, the Volatility of the Reference Asset and Greater Volatility Generally Indicates an Increased Risk of Loss at Maturity
Any Amounts Payable on the Securities are not Linked to the Closing Level of the Reference Asset at any time other Than on the Applicable Calculation Dates
The Securities Differ from Conventional Debt Instruments
Holding the Securities is Not the Same as Holding the Reference Asset Constituent Stocks
There is No Assurance that the Investment View Implicit in the Securities Will Be Successful
The Securities are Subject to Market Risk
The Reference Asset Reflects Price Return Only and Not Total Return
Past Performance is Not Indicative of Future Performance
Changes Affecting the Reference Asset Could Have an Adverse Effect on the Value of, and any Amounts Payable on, the Securities
The Bank Cannot Control Actions by the Sponsor and the Sponsor Has No Obligation to Consider Your Interests
Hedging Activities by the Bank and/or the Underwriters may Negatively Impact Investors in the Securities and Cause our Respective Interests and Those of our Clients and Counterparties to be Contrary to Those of Investors in the Securities
Market Activities by the Bank or the Underwriters for Their own Respective Accounts or for Their Respective Clients Could Negatively Impact Investors in the Securities
The Bank, the Underwriters and Their Respective Affiliates Regularly Provide Services to, or Otherwise Have Business Relationships with, a Broad Client Base, Which Has Included and May Include the Reference Asset Constituent Stock Issuers
Other Investors in the Securities May Not Have the Same Interests as You
The Calculation Agent Can Postpone any Calculation Date (including the Final Calculation Date) if a Market Disruption Event Occurs
There Is No Affiliation Between Any Reference Asset Constituent Stock Issuers or the Sponsor and the Bank, Scotia Capital (USA) Inc., Our Other Affiliates or, Except to the Extent Their Parent’s Common Stock is Included in the S&P 500® Index, Wells Fargo Securities, LLC or its Affiliates, and None of the Bank, the Underwriters or Any of Their Respective Affiliates Are Responsible for Any Disclosure by Any of the Other Reference Asset Constituent Stock Issuers or the Sponsor

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A Participating Dealer or its Affiliates May Realize Hedging Profits Projected by its Proprietary Pricing Models in Addition to any Selling Concession and/or any Distribution Expense Fee, Creating a Further Incentive for the Participating Dealer to Sell the Securities to You
The Inclusion of Dealer Spread and Projected Profit from Hedging in the Original Offering Price is Likely to Adversely Affect Secondary Market Prices
The Bank's Estimated Value of the Securities Will Be Lower Than the Original Offering Price of the Securities
The Bank's Estimated Value Does Not Represent Future Values of the Securities and may Differ from Others' Estimates
The Bank's Estimated Value is not Determined by Reference to Credit Spreads for our Conventional Fixed-Rate Debt
If the Levels of the Reference Asset or the Reference Asset Constituent Stocks Change, the Market Value of Your Securities May Not Change in the Same Manner
We May Sell an Additional Aggregate Principal Amount of the Securities at a Different Issue Price
The Price at Which the Securities May Be Sold Prior to Maturity will Depend on a Number of Factors and May Be Substantially Less Than the Amount for Which They Were Originally Purchased
The Securities Lack Liquidity
Your Investment is Subject to the Credit Risk of the Bank
The COVID-19 Virus May Have an Adverse Impact on the Bank
Uncertain Tax Treatment: Significant aspects of the tax treatment of the Securities are uncertain. You should consult your tax advisor about your own tax situation. See “Canadian Income Tax Consequences” and “U.S. Federal Income Tax Consequences” in the pricing supplement.

Not suitable for all investors
Investment suitability must be determined individually for each investor. The Securities described herein are not a suitable investment for all investors. In particular, no investor should purchase the Securities unless they understand and are able to bear the associated market, liquidity and yield risks. Unless market conditions and other relevant factors change significantly in your favor, a sale of the Securities prior to maturity is likely to result in sale proceeds that are substantially less than the Principal Amount per Security. The Underwriters and their respective affiliates are not obligated to purchase the Securities from you at any time prior to maturity.
The Bank has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Bank has filed with the SEC for more complete information about the Bank and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Bank, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling your financial advisor or by calling Wells Fargo Securities, LLC at 866-346-7732.
Not a research report
This material is not a product of the Bank’s research department.
Consult your tax advisor
Investors should review carefully the preliminary pricing supplement and consult their tax advisors regarding the application of the U.S. federal tax laws to their particular circumstances, as well as any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction.
“S&P 500®” is a trademark of S&P Dow Jones Indices LLC and has been licensed for use by the Bank. The Securities are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC and S&P Dow Jones Indices LLC makes no representation regarding the advisability of investing in the Securities.
Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company.


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