ISSUER FREE WRITING PROSPECTUS
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Filed Pursuant to Rule 433
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Registration Statement No. 333-261476
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Dated April 12, 2024
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SUMMARY TERMS
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Issuer:
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The Bank of Nova Scotia
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Issue:
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Senior Note Program, Series A
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Underlying index:
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S&P 500® Index (Bloomberg Ticker: SPX)
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Stated principal amount:
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$1,000.00 per security
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Issue price:
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$1,000.00 per security
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Minimum investment:
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$1,000.00 (1 security)
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Coupon:
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None
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Pricing date:
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April 30, 2024
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Original issue date:
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May 3, 2024 (3 business days after the pricing date; see preliminary pricing supplement).
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Valuation date:
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May 9, 2025, subject to postponement for certain market disruption events as described in the accompanying product supplement.
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Maturity date:
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May 14, 2025, subject to postponement for certain market disruption events as described in the accompanying product supplement.
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Payment at maturity per
security:
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■ If the final index value is less than or equal to the initial index value:
$1,000.00 + fixed payment
The potential positive return on the securities is fixed and limited to the fixed
payment, regardless of whether or the extent to which the final index value falls below the initial index value.
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If the final index value is greater than the initial index value:
$1,000.00 + ($1,000.00 × bearish underlying return)
Accordingly, if the final index value is greater than the initial index value, you
will lose 1% for every 1% that the final index value increases above the initial index value and you will lose some or all of your investment in the securities. In no event will the payment at maturity be less than $0.00.
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Bearish underlying return:
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(initial index value – final index value) / initial index value
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Fixed payment:
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$380.00 per security (38.00% of the stated principal amount)
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Initial index value:
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The index closing value of the underlying index on the pricing date, as may be adjusted in the case of certain adjustment events 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 may be adjusted in the case of certain adjustment events as described
in the accompanying product supplement
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CUSIP/ISIN:
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06417YR84 / US06417YR848
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Listing:
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The securities will not be listed or displayed on any securities exchange or any electronic communications network.
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Commission:
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$22.50 per stated principal amount
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Estimated value on the
pricing date:
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Expected to be between $941.70 and $971.70 per security. See “Risk Factors” in the preliminary pricing supplement.
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Preliminary pricing
supplement
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HYPOTHETICAL PAYOUT
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Change in Underlying Index
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Payment at Maturity
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-60.00%
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$1,380.00
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-50.00%
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$1,380.00
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-40.00%
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$1,380.00
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-38.00%
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$1,380.00
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-30.00%
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$1,380.00
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-20.00%
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$1,380.00
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-10.00%
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$1,380.00
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0.00%
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$1,380.00
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10.00%
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$900.00
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20.00%
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$800.00
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30.00%
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$700.00
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40.00%
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$600.00
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50.00%
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$500.00
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60.00%
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$400.00
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70.00%
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$300.00
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80.00%
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$200.00
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90.00%
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$100.00
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100.00%
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$0.00
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110.00%
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$0.00
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The securities do not provide any protection against loss; you may lose up to your entire investment.
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The stated payout from the issuer applies only at maturity.
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The potential positive return on the securities is fixed and limited to the fixed payment.
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The securities offer bearish exposure to the underlying index.
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You will not receive any interest payments.
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The amount payable on the securities is not linked to the value of the underlying index at any time other than the valuation date.
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Investing in the securities is not equivalent to investing in, or taking a short position in, the underlying index.
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An investment in the securities involves market risk associated with the underlying index.
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There can be no assurance that the investment view implicit in the securities will be successful.
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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 securities.
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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.
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BNS’ initial estimated value of the securities at the time of pricing (when the terms of your securities are set on the pricing date) will be lower than the issue price of the securities.
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Neither BNS’ nor SCUSA’s estimated value of the securities at any time is determined by reference to credit spreads or the borrowing rate BNS would pay for its conventional fixed-rate debt securities.
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BNS’ initial estimated value of the securities does not represent future values of the securities and may differ from others’ (including SCUSA’s) estimates.
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The securities have limited liquidity.
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The price at which SCUSA would buy or sell your securities (if SCUSA makes a market, which it is not obligated to do) will be based on SCUSA’s estimated value of your securities. SCUSA’s estimated value of the
securities is determined by reference to its pricing models and takes into account BNS’ internal funding rate.
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The price of the securities prior to maturity will depend on a number of factors and may be substantially less than the stated principal amount.
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Payments on the securities are subject to the credit risk of BNS.
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Hedging activities by BNS and SCUSA may negatively impact investors in the securities and cause our respective interests and those of our clients and counterparties to be contrary to those of investors in the
securities.
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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 securities.
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Activities conducted by BNS and its affiliates may impact the value of the underlying index and the value of the securities.
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The calculation agent will have significant discretion with respect to the securities, which may be exercised in a manner that is adverse to your interests.
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BNS and its affiliates may publish research or make opinions or recommendations that are inconsistent with an investment in the securities.
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Uncertain tax treatment. Significant aspects of the tax treatment of the securities are uncertain. You should consult your tax advisor about your tax situation. See “Additional Information About the Securities —
Tax Considerations” and “— Material Canadian Income Tax Consequences” in the preliminary pricing supplement.
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