PRICING SUPPLEMENT
Dated April 15, 2024
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-261476
(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)
|
Investment Description
|
Features
|
❑
|
Potential for Periodic Contingent Coupons — BNS will pay a contingent coupon on the related coupon payment date, plus any
previously unpaid contingent coupons in respect of any previous observation dates pursuant to the memory interest feature, if the closing level of the underlying asset on the applicable observation date (including the final
valuation date) is equal to or greater than the coupon barrier. Otherwise, no contingent coupon will be paid on that coupon payment date.
|
❑
|
Automatic Call Feature — BNS will automatically call the Notes and pay you the principal amount of your Notes plus the
contingent coupon otherwise due on the related coupon payment date and any previously unpaid contingent coupons in respect of any previous observation dates pursuant to the memory interest feature if the closing level of the
underlying asset is equal to or greater than the initial level on any observation date prior to the final valuation date. If the Notes were previously subject to an automatic call, no further payments or deliveries will be owed to
you under the Notes.
|
❑
|
Contingent Repayment of Principal at Maturity with Potential for Full Downside Market Exposure — If the Notes are not subject
to an automatic call and the final level is equal to or greater than the conversion level, BNS will repay you the principal amount per Note at maturity plus the contingent coupon otherwise due and any previously unpaid contingent
coupons in respect of any previous observation dates pursuant to the memory interest feature. If, however, the Notes are not subject to an automatic call and the final level is less than the conversion level, BNS will deliver to you
at maturity a number of shares of the underlying asset (with cash paid in lieu of any fractional share) per Note equal to the share delivery amount, the value of which is expected to be worth less than the principal amount,
resulting in a loss of some or all of your investment in the Notes. The contingent repayment of principal applies only if you hold the Notes to maturity. Any payment or delivery on the Notes including any repayment of principal, is
subject to the creditworthiness of BNS.
|
Key Dates
|
Strike Date
|
April 12, 2024
|
Trade Date*
|
April 15, 2024
|
Settlement Date*
|
April 18, 2024
|
Observation Dates**
|
Monthly (see page P-4)
|
Final Valuation Date**
|
April 15, 2025
|
Maturity Date**
|
April 21, 2025
|
*
|
We expect to deliver the Notes against payment on the third business day following the trade 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 two business days (T+2), unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes in the secondary
market on any date prior to two business days before delivery of the Notes will be required, by virtue of the fact that each Note initially will settle in three business days (T+3), to specify alternative settlement arrangements
to prevent a failed settlement of the secondary market trade.
|
**
|
Subject to postponement in the event of a market disruption event, as described in the accompanying product supplement.
|
Notice to investors: the Notes are significantly riskier than conventional debt instruments. The issuer is not necessarily
obligated to repay the principal amount of the Notes at maturity, and the Notes may have the full downside market risk of an investment in the underlying asset. This market risk is in addition to the credit risk inherent in purchasing
a debt obligation of BNS. You should not purchase the Notes if you do not understand or are not comfortable with the significant risks involved in investing in the Notes.
|
Note Offering
|
Underlying Asset
|
Bloomberg
Ticker
|
Contingent
Coupon
Rate
|
Initial Level
|
Coupon Barrier
|
Conversion Level
|
Share Delivery
Amount(1)
|
CUSIP
|
ISIN
|
Shares of the iShares® Russell 2000 ETF
|
IWM
|
12.56%
per annum
|
$198.69
|
$172.86, which is 87.00% of the Initial Level
|
$172.86, which is 87.00% of the Initial Level
|
5.7850 shares
per Note
|
06418H766
|
US06418H7668
|
Offering of Notes
|
Issue Price to Public
|
Underwriting Discount(1)(2)
|
Proceeds to The Bank of Nova Scotia(1)(2)
|
|||
Total
|
Per Note
|
Total
|
Per Note
|
Total
|
Per Note
|
|
Notes linked to the shares of the iShares® Russell 2000 ETF
|
$10,000,000.00
|
$1,000.00
|
$10,000.00
|
$1.00
|
$9,990,000.00
|
$999.00
|
(1) |
Scotia Capital (USA) Inc. (“SCUSA”), our affiliate, has agreed to purchase the Notes at the principal amount and, as part of the distribution of the Notes, has agreed to sell the Notes to UBS Financial Services
Inc. (“UBS”) at the discount specified in the table above. See “Supplemental Plan of Distribution (Conflicts of Interest); Secondary Markets (if any)” herein for additional information.
|
(2) |
This amount excludes any profits to BNS, SCUSA or any of our other affiliates from hedging. See “Key Risks” and “Supplemental Plan of Distribution (Conflicts of Interest); Secondary Markets (if any)” herein for
additional considerations relating to hedging activities.
|
Scotia Capital (USA) Inc. | UBS Financial Services Inc. |
Additional Information About BNS and the Notes
|
♦
|
Product Supplement (Market-Linked Notes, Series A) dated December 29, 2021:
|
♦
|
Underlier Supplement dated December 29, 2021:
|
♦
|
Prospectus Supplement dated December 29, 2021:
|
♦
|
Prospectus dated December 29, 2021:
|
Investor Suitability
|
♦ |
You fully understand and are willing to accept the risks inherent in an investment in the Notes, including the risk of loss of some or all of your investment in the Notes.
|
♦ |
You can tolerate a loss of some or all of your investment and are willing to make an investment that may have the full downside market risk of an investment in the underlying asset or the assets comprising the
underlying asset (the “underlying constituents”).
|
♦ |
You can tolerate receiving the share delivery amount at maturity, the value of which is expected to be worth less than your principal amount resulting in the loss of some or all of your investment in the
Notes.
|
♦ |
You are willing to receive few or no contingent coupons and believe that the closing level of the underlying asset will be equal to or greater than the coupon barrier on the specified observation dates and
that the final level will be equal to or greater than the conversion level.
|
♦ |
You understand and accept that you will not participate in any appreciation in the level of the underlying asset and that your potential return is limited to any contingent coupons.
|
♦ |
You can tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside fluctuations in the level of the underlying asset.
|
♦ |
You are willing to invest in the Notes based on the contingent coupon rate, conversion level and coupon barrier specified on the cover hereof.
|
♦ |
You do not seek guaranteed current income from your investment and are willing to forgo any dividends paid on the underlying asset or the underlying constituents.
|
♦ |
You are willing to invest in Notes that may be subject to an automatic call and you are otherwise willing to hold such Notes to maturity and you accept that there may be little or no secondary market for the
Notes.
|
♦ |
You understand and are willing to accept the risks associated with the underlying asset.
|
♦ |
You are willing to assume the credit risk of BNS for all payments and deliveries under the Notes, and understand that if BNS defaults on its obligations you may not receive any amounts or deliveries due to you
including any repayment of principal.
|
♦ |
You do not fully understand or are not willing to accept the risks inherent in an investment in the Notes, including the risk of loss of some or all of your investment in the Notes.
|
♦ |
You require an investment designed to provide a full return of principal at maturity.
|
♦ |
You cannot tolerate a loss of some or all of your investment or are unwilling to make an investment that may have the full downside market risk of an investment in the underlying asset or the underlying
constituents.
|
♦ |
You cannot tolerate receiving the share delivery amount at maturity, the value of which is expected to be worth less than your principal amount and may be zero.
|
♦ |
You are unwilling to receive few or no contingent coupons during the term of the Notes and believe that the level of the underlying asset will decline during the term of the Notes and is likely to be less than
the coupon barrier on each observation date or that the final level will be less than the conversion level.
|
♦ |
You seek an investment that participates in the full appreciation of the level of the underlying asset or that has unlimited return potential.
|
♦ |
You cannot tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside fluctuations in the level of the underlying asset.
|
♦ |
You are unwilling to invest in the Notes based on the contingent coupon rate, conversion level or coupon barrier specified on the cover hereof.
|
♦ |
You seek guaranteed current income from this investment or prefer to receive any dividends paid on the underlying asset or the underlying constituents.
|
♦ |
You are unable or are unwilling to invest in Notes that may be subject to an automatic call, you are otherwise unable or unwilling to hold the Notes to maturity or you seek an investment for which there will
be an active secondary market for the Notes.
|
♦ |
You do not understand or are unwilling to accept the risks associated with the underlying asset.
|
♦ |
You are unwilling to assume the credit risk of BNS for all payments and deliveries under the Notes, including any repayment of principal.
|
Final Terms
|
Issuer
|
The Bank of Nova Scotia
|
||
Issue
|
Senior Note Program, Series A
|
||
Agents
|
Scotia Capital (USA) Inc. (“SCUSA”) and UBS Financial Services Inc. (“UBS”). See “Supplemental Plan of Distribution (Conflicts of Interest); Secondary Markets (if any)” herein for additional information.
|
||
Principal
Amount
|
$1,000 per Note
|
||
Term
|
Approximately 12 months, unless subject to an automatic call.
|
||
Underlying
Asset
|
The shares of the iShares® Russell 2000 ETF
|
||
Contingent
Coupon and Contingent
Coupon Rate
|
If the closing level of the underlying asset is equal to or greater than the coupon barrier on any observation date (including
the final valuation date), BNS will pay you the contingent coupon applicable to such observation date on the related coupon payment date plus any previously unpaid contingent coupons in respect of any previous
observation dates pursuant to the memory interest feature.
If the closing level of the underlying asset is less than the coupon barrier on any observation date (including the final
valuation date), the contingent coupon applicable to such observation date will not be payable and BNS will not make any payment to you on the related coupon payment date.
The contingent coupon is a fixed amount based upon equal periodic installments at a per annum rate (the “contingent coupon rate”). The table below sets forth
the contingent coupon rate and contingent coupon for each Note that would be applicable to each observation date on which the closing level of the underlying asset is equal to or greater than the coupon barrier.
|
||
Contingent Coupon Rate
|
12.56%
|
||
Contingent Coupon
|
$10.4667
|
||
Contingent coupons on the Notes are not guaranteed. BNS will not pay you the contingent coupon applicable to an observation date on the related coupon
payment date if the closing level of the underlying asset is less than the coupon barrier on such observation date.
|
|||
Memory Interest
Feature
|
If a contingent coupon is not paid on a coupon payment date (other than the maturity date) because the closing level of the underlying asset is less than the coupon barrier on
the related observation date, such contingent coupon will be paid on a later coupon payment date if the closing level of the underlying asset is equal to or greater than the coupon barrier on the relevant observation date.
For the avoidance of doubt, once a previously unpaid contingent coupon has been paid on a later coupon payment date, it will not be made again on any
subsequent coupon payment date.
If the closing level of the underlying asset is less than the coupon barrier on each of the observation dates, you will receive no
contingent coupons during the term of, and will not receive a positive return on, the Notes.
|
||
Automatic Call
Feature
|
BNS will automatically call the Notes if the closing level of the underlying asset on any observation date prior to the final valuation date is equal to or
greater than the initial level.
If the Notes are subject to an automatic call, BNS will pay you on the corresponding coupon payment date (which will be the “call settlement date”) a cash
payment per Note equal to your principal amount plus the contingent coupon otherwise due on such date and any previously unpaid contingent coupons in respect of any previous observation dates pursuant to the memory interest
feature (the “call settlement amount”). Following an automatic call, no further payments or deliveries will be made on the Notes.
|
Payment at
Maturity (per
Note)
|
If the Notes are not subject to an automatic call and the final level is equal to or
greater than the conversion level, BNS will pay you a cash payment equal to:
Principal Amount of $1,000
If the Notes are not subject to an automatic call and the final level is less than the conversion level, BNS will
deliver to you a number of shares of the underlying asset (with cash paid in lieu of any fractional share), equal to:
Share Delivery Amount
In this case, you will receive the share delivery amount, the value of which is expected to be worth less than the
principal amount, resulting in a loss of some or all of your investment in the Notes.
|
Share
Delivery
Amount (per
Note)(1)
|
A number of shares of the underlying asset equal to the quotient of (i) the principal amount divided by (ii) the
conversion level, rounded to the nearest ten thousandth of one share, as specified on the cover hereof.
Any fractional share included in the share delivery amount will be paid in cash at an amount equal to the product of the fractional share and the final level.
For the avoidance of doubt, if the share delivery amount is less than 1.0000, at maturity you will receive an amount in cash per Note, if anything, equal to the product of the share delivery amount and the final level.
|
Conversion
Level(1)
|
A specified level of the underlying asset that is less than the initial level, equal to a percentage of the initial level, as specified on the cover hereof.
|
Coupon
Barrier(1)
|
A specified level of the underlying asset that is less than the initial level, equal to a percentage of the initial level, as specified on the cover hereof.
|
Initial Level(1)
|
The closing level of the underlying asset on the strike date, as specified on the cover hereof.
|
Final Level(1)
|
The closing level of the underlying asset on the final valuation date.
|
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.
|
Trading Day
|
As specified in the product supplement under “General Terms of the Notes — Special Calculation Provisions — Trading Day”.
|
Tax
Redemption
|
Notwithstanding anything to the contrary in the accompanying product supplement, the provision 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 Notes.
|
Canadian
Bail-in
|
The Notes 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 pricing
supplement, and for purposes of the foregoing, references herein to “underlying asset”, “closing level”, “underlying constituents”, “conversion level” and “observation dates” mean “reference asset”, “closing value”, “reference
asset constituents”, “buffer value” and “valuation dates”, respectively, each as defined in the accompanying product supplement. In addition to those terms, the following two sentences are also so incorporated into the master
note: BNS confirms that it fully understands and is able to calculate the effective annual rate of interest applicable to the Notes based on the methodology for calculating per annum rates provided for in the Notes. BNS
irrevocably agrees not to plead or assert Section 4 of the Interest Act (Canada), whether by way of defense or otherwise, in any proceeding relating to the Notes.
|
|
Investment Timeline
|
Strike Date
|
The initial level of the underlying asset is observed and the final terms of the Notes are set.
|
|
Observation Dates
|
If the closing level of the underlying asset is equal to or greater than the coupon barrier on any observation date (including the final valuation date), BNS will pay you
a contingent coupon on the applicable coupon payment date plus any previously unpaid contingent coupons in respect of any previous observation dates pursuant to the memory interest feature.
The Notes will be subject to an automatic call if the closing level of the underlying asset on any observation date prior to the final valuation date is equal to or
greater than the initial level.
If the Notes are subject to an automatic call, BNS will pay you a cash payment per Note on the call settlement date equal to the principal amount plus the contingent coupon otherwise due on such date and any previously unpaid contingent coupons in respect of any previous observation dates pursuant to the memory interest feature. Following an automatic call, no
further payments or deliveries will be made on the Notes.
|
|
Maturity Date
|
The final level is observed on the final valuation date.
If the Notes are not subject to an automatic call and the final level is equal to or greater than
the conversion level, BNS will pay you a cash payment per Note equal to:
Principal Amount of $1,000
If the Notes are not subject to an automatic call and the final level is less than the conversion level, BNS will deliver to you a
number of shares of the underlying asset (with cash paid in lieu of any fractional share) per Note equal to:
Share Delivery Amount
In this case, you will receive the share delivery amount, the value of which is expected to be worth less than the principal amount,
resulting in a loss of some or all of your investment in the Notes.
|
|
Observation Dates(1)(2), Coupon Payment Dates(1)(2) and Call Settlement Dates(1)(2)
|
Observation Dates
|
Coupon Payment Dates
|
May 15, 2024
|
May 20, 2024
|
June 17, 2024
|
June 21, 2024
|
July 15, 2024
|
July 18, 2024
|
August 15, 2024
|
August 20, 2024
|
September 16, 2024
|
September 19, 2024
|
October 15, 2024
|
October 18, 2024
|
November 15, 2024
|
November 20, 2024
|
December 16, 2024
|
December 19, 2024
|
January 15, 2025
|
January 21, 2025
|
February 18, 2025
|
February 21, 2025
|
March 17, 2025
|
March 20, 2025
|
Final Valuation Date
|
Maturity Date
|
(1) |
Subject to the market disruption event provisions set forth under “General Terms of the Notes — Unavailability of the Closing Value of a Reference Asset; Adjustments to a Reference Asset — Adjustments to a
Reference ETF” and “General Terms of the Notes—Market Disruption Events” in the accompanying product supplement.
|
(2) |
Three business days following each observation date (as any such date may be postponed with respect to the underlying asset), except that the coupon payment date for the final valuation date is the maturity
date. If a coupon payment date or call settlement date is not a business day, such date will be the next following business day.
|
Key Risks
|
♦ |
Risk of loss at maturity — The Notes differ from ordinary debt securities in that BNS will not necessarily make periodic coupon payments or repay the principal amount of
the Notes at maturity. If the Notes are not subject to an automatic call and the final level is less than the conversion level, BNS will deliver to you at maturity a number of shares of the underlying asset (with cash paid in lieu of any
fractional share) per Note equal to the share delivery amount, the value of which is expected to be worth less than your principal amount and could be zero.
|
♦ |
The contingent repayment of principal applies only at maturity — You should be willing to hold your Notes to an automatic call or maturity. If you are able to sell your
Notes prior to an automatic call or maturity in the secondary market, you may have to sell them at a loss relative to your investment even if the level of the underlying asset is equal to or greater than the conversion level. All payments
and deliveries on the Notes are subject to the creditworthiness of BNS.
|
♦ |
You may not receive any contingent coupons with respect to your Notes — BNS will not necessarily make periodic coupon payments on the Notes. If the closing level of the
underlying asset is less than the coupon barrier on any observation date, BNS will not pay you the contingent coupon applicable to such observation date on the related coupon payment date. However, if a contingent coupon is not paid on a
coupon payment date (other than the maturity date) because the closing level of the underlying asset is less than the coupon barrier on the related observation date, pursuant to the memory interest feature such contingent coupon will be
paid on a later coupon payment date if the closing level of the underlying asset is equal to or greater than the coupon barrier on the related observation date. If the closing level of the underlying asset is less than the coupon barrier
on each of the observation dates, BNS will not pay you any contingent coupons during the term of, and you will not receive a positive return on, your Notes. Generally, this non-payment of the contingent coupon coincides with a period of
greater risk of principal loss on your Notes.
|
♦ |
Your potential return on the Notes is limited to any contingent coupons, you will not participate in any appreciation of the underlying asset or underlying constituents and you
will not receive dividend payments on the underlying asset or have the same rights as holders of the underlying asset or the underlying constituents — The return potential of the Notes is limited to the pre-specified contingent
coupon rate, regardless of any appreciation of the underlying asset. In addition, your return on the Notes will vary based on the number of observation dates, if any, on which the requirements of the contingent coupon have been met prior
to maturity or an automatic call. Further, if the Notes are subject to an automatic call, you will not receive any contingent coupons or any other payment in respect of any observation dates after the applicable call settlement date.
Because the Notes may be subject to an automatic call as early as the first potential call settlement date, the total return on the Notes could be less than if the Notes remained outstanding until maturity. Furthermore, if the Notes are
not subject to an automatic call, you may be subject to the decline of the underlying asset even though you cannot participate in any appreciation of the underlying asset. As a result, the return on an investment in the Notes could be
less than the return on a hypothetical direct investment in the underlying asset or underlying constituents. In addition, as an owner of the Notes, you will not receive or be entitled to receive any dividend payments or other
distributions on the underlying asset or the underlying constituents during the term of the Notes, and any such dividends or distributions will not be factored into the calculation of any payments or deliveries on your Notes. Similarly,
unless and until you receive the share delivery amount on the maturity date, you will not have voting rights or any other rights of a holder of the underlying asset or any underlying constituents.
|
♦ |
A higher contingent coupon rate or lower conversion level or coupon barrier may reflect greater expected volatility of the underlying asset, and greater expected volatility
generally indicates an increased risk of loss at maturity — The economic terms for the Notes, including the contingent coupon rate, coupon barrier and conversion level, are based, in part, on the expected volatility of the
underlying asset at the time the terms of the Notes are set. “Volatility” refers to the frequency and magnitude of changes in the level of the underlying asset. The greater the expected volatility of the underlying asset as of the strike
date, the greater the expectation is as of that date that the closing level of the underlying asset could be less than the coupon barrier on any observation date and that the final level could be less than the conversion level and, as a
consequence, indicates an increased risk of not receiving a contingent coupon and an increased risk of loss, respectively. All things being equal, this greater expected volatility will generally be reflected in a higher contingent coupon
rate than the yield payable on our conventional debt securities with a similar maturity or on otherwise comparable securities, and/or a lower conversion level and/or coupon barrier than those terms on otherwise comparable securities.
Therefore, a relatively higher contingent coupon rate may indicate an increased risk of loss. Further, a relatively lower conversion level and/or coupon barrier may not necessarily indicate that the Notes have a greater likelihood of a
return of principal at maturity and/or paying contingent coupons. You should be willing to accept the downside market risk of the underlying asset and the potential to lose some or all of your investment in the Notes.
|
♦ |
Reinvestment risk — The Notes will be subject to an automatic call if the closing level of the underlying asset is equal to or greater than the initial level on certain
observation dates prior to the final valuation date, as set forth under “Observation Dates, Coupon Payment Dates and Call Settlement Dates” herein. Because the Notes could be subject to an automatic call, the term of your investment may
be limited. In the event that the Notes are subject to an automatic call, there is no guarantee that you would be able to reinvest the proceeds at a comparable return and/or with a comparable contingent coupon rate for a similar level of
risk. In addition, to the extent you are able to reinvest such proceeds in an investment comparable to the Notes, you may incur transaction costs such as dealer discounts and hedging costs built into the price of the new securities.
Generally, however, the longer the Notes remain outstanding, the less likely the Notes will be subject to an automatic call due to the decline in the level of the underlying asset and the shorter time remaining for the level of the
underlying asset to recover. Such periods generally coincide with a period of greater risk of principal loss on your Notes.
|
♦ |
Market risk — The return on the Notes, which may be negative, is directly linked to the performance of the underlying asset and indirectly linked to the value of the
underlying constituents. The level of the underlying asset can rise or fall sharply due to factors specific to the underlying asset, the sponsor of the underlying asset (the “sponsor”) and the underlying constituents and their issuers
(each, an “underlying constituent issuer”), such as stock price volatility, earnings and financial conditions, corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market
factors, such as stock or commodity market volatility and levels, interest rates and economic, political and other conditions. You, as an investor in the Notes, should conduct your own investigation into the sponsor and the underlying
asset. For additional information regarding the underlying asset, please see “Information About the Underlying Asset” herein and the SEC filings relating to the underlying asset. We urge you to review financial and other information filed
regarding the underlying asset periodically by with the SEC.
|
♦ |
There can be no assurance that the investment view implicit in the Notes will be successful — It is impossible to predict whether and the extent to which the level of
the underlying asset will rise or fall and there can be no assurance that the closing level of the underlying asset will be equal to or greater than the coupon barrier on any observation date, or, if the Notes are not subject to an
automatic call, that the final level will be equal to or greater than the conversion level. The level of the underlying asset will be influenced by complex and interrelated political, economic, financial and other factors that affect the
underlying asset issuer. You should be willing to accept the downside risks of owning equities in general and the underlying asset in particular, and the risk of losing some or all of your investment.
|
♦ |
There are risks associated with underlying assets that are ETFs — Although shares of the underlying asset are listed for trading on a national securities exchange as
specified herein under “Information About the Underlying Asset”, and a number of similar products have been traded on such exchange or other securities exchanges for varying periods of time, there is no assurance that an active trading
market will continue for the shares of the underlying asset or that there will be liquidity in the trading market. In addition:
|
♦ |
There is no affiliation among the underlying constituent issuers, the sponsor of the target index or the underlying asset and us or the Agents — BNS, the Agents and our
other or their respective affiliates may currently, or from time to time in the future, engage in business with the underlying constituent issuers, the sponsor of the target index or the underlying asset. None of us, the Agents or any of
our other or their respective affiliates have participated in the preparation of any publicly available information or made any “due diligence” investigation or inquiry with respect to the underlying asset or its underlying constituents.
You should make your own investigation into the underlying asset, sponsor and the underlying constituent issuers. See the section below entitled “Information About the Underlying Asset” herein for additional information about the
underlying asset.
|
♦ |
BNS and the Agents cannot control actions by the sponsor that may adjust the underlying asset in a way that could adversely affect the market value of, and return on, the
Notes, and the sponsor has no obligation to consider your interests — The sponsor may from time to time be called upon to make certain policy decisions or judgments with respect to the implementation of its policies concerning
the calculation of the net asset value of the underlying asset, additions, deletions or substitutions of its underlying constituents and the manner in which changes affecting the target index are reflected in the underlying asset that
could affect the market price of the shares of the underlying asset, and therefore, the return on the Notes. The return on the Notes and their market value could also be affected if the sponsor changes these policies, for example, by
changing the manner in which it calculates the net asset value of the underlying asset, or if the sponsor discontinues or suspends calculation or publication of the net asset value of the underlying asset, in which case it may become
difficult or inappropriate to determine the market value of your Notes. See also “— Risks Relating to Hedging Activities and Conflicts of Interest — The calculation agent can make antidilution and other adjustments that may adversely
affect the market value of, and return on, the Notes” herein.
|
♦ |
Changes affecting the target index could have an adverse effect on the market value of, and return on, the Notes — The sponsor of the underlying asset’s target index
owns the target index and is responsible for the design and maintenance of the target index. The policies of the sponsor concerning the calculation of the target index, including decisions regarding the addition, deletion or substitution
of the equity securities included in the target index, could affect the level of the target index and, consequently, could affect the market price of the underlying asset and, therefore, the amount payable on the Notes and their market
value. The sponsor may discontinue or suspend calculation or dissemination of its target index. Any such actions could have a material adverse effect on the market value of, and return on, the Notes.
|
♦ |
BNS and the Agents cannot control actions by the sponsor of the target index and the sponsor of the target index has no obligation to consider your interests — BNS and
its affiliates are not affiliated with the sponsor of the target index and have no ability to control or predict its actions, including any errors in or discontinuation of public disclosure regarding methods or policies relating to the
calculation of the target index. The sponsor of the target index is not involved in the Notes offering in any way and has no obligation to consider your interest as an owner of the Notes in taking any actions that might negatively affect
the market value of, and return on, your Notes.
|
♦ |
The Notes are subject to small-capitalization risk. — The target index for the underlying asset is an index of stocks of small-capitalization companies, as described
under “Information About the Underlying Asset”, and accordingly the Notes are subject to risks associated with small-capitalization companies. These companies often have greater stock price volatility, lower trading volume and less
liquidity than mid- and large-capitalization companies and therefore the share price of the underlying asset may be more volatile than that of a fund that invests a larger percentage of its assets in stocks issued by mid- and
large-capitalization companies. Stock prices of small-capitalization companies are also more vulnerable than those of mid- and large-capitalization companies to adverse business and economic developments, and the stocks of
small-capitalization companies may be thinly traded, making it difficult for the underlying asset to buy and sell them. In addition, small-capitalization companies are typically less stable financially than mid- and large-capitalization
companies and may depend on a small number of key personnel, making them more vulnerable to loss of personnel. Small-capitalization companies are often given less analyst coverage and may be in early, and less predictable, periods of
their corporate existences. Such companies tend to have smaller revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial resources and less competitive strengths than mid- and
large-capitalization companies and are more susceptible to adverse developments related to their products.
|
♦ |
BNS’ initial estimated value of the Notes at the time of pricing is lower than the issue price of the Notes — BNS’ initial estimated value of the Notes is only an
estimate. The issue price of the Notes exceeds BNS’ initial estimated value. The difference between the issue price of the Notes and BNS’ initial estimated value reflects costs associated with selling and structuring the Notes, as well as
hedging its obligations under the Notes. Therefore, the economic terms of the Notes are less favorable to you than they would have been if these expenses had not been paid or had been lower.
|
♦ |
Neither BNS’ nor SCUSA’s estimated value of the Notes 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 Notes and SCUSA’s estimated value of the Notes 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 Notes 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 Notes as well as the higher issuance, operational and ongoing liability management costs of the Notes 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 Notes to be more favorable to you. Consequently, the use of an internal funding rate for the Notes increases the estimated value of the Notes at any time and has an adverse effect on the economic
terms of the Notes.
|
♦ |
BNS’ initial estimated value of the Notes does not represent future values of the Notes and may differ from others’ (including SCUSA’s) estimates — BNS’ initial
estimated value of the Notes was determined by reference to its internal pricing models on the pricing date These pricing models consider certain factors, such as BNS’ internal funding rate on the trade date, the expected term of the
Notes, market conditions and other relevant factors existing at that time, and BNS’ assumptions about market parameters, which can include volatility of the underlying asset, 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 Notes that are different, and perhaps materially lower, from BNS’ initial estimated value. Therefore, the price
at which SCUSA would buy or sell your Notes (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 Notes have limited liquidity — The Notes will not be listed on any securities exchange or automated quotation system. Therefore, there may be little or no secondary
market for the Notes. SCUSA and any other affiliates of BNS intend, but are not required, to make a market in the Notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes
easily. Because we do not expect that other broker-dealers will participate in the secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which SCUSA is willing
to purchase the Notes from you. If at any time SCUSA does not make a market in the Notes, it is likely that there would be no secondary market for the Notes. Accordingly, you should be willing to hold your Notes to maturity.
|
♦ |
The price at which SCUSA would buy or sell the Notes (if SCUSA makes a market, which it is not obligated to do) will be based on SCUSA’s estimated value of the Notes and may be
greater than BNS’ valuation of the Notes at that time, greater than any other secondary market prices provided by unaffiliated dealers (if any) and, depending on your broker, greater than the valuation provided on your customer account
statements — SCUSA’s estimated value of the Notes 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 the Notes in the secondary
market (if SCUSA makes a market, which it is not obligated to do) may exceed (i) SCUSA’s estimated value of the Notes at the time of pricing, (ii) any secondary market prices provided by unaffiliated dealers, potentially including UBS,
and (ii) depending on your broker, the valuation provided on your customer account statement. The price that SCUSA may initially offer to buy such Notes following issuance will exceed the valuations indicated by its internal pricing
models due to the inclusion for a limited period of time of the aggregate value of the costs associated with structuring and selling the Notes, including the underwriting discount, hedging costs, issuance costs and theoretical projected
trading profit. The portion of such amounts included in any secondary market price will decline to zero on a straight-line basis over a period ending no later than the date specified under “Supplemental Plan of Distribution (Conflicts of
Interest); Secondary Markets (if any).” Thereafter, if SCUSA buys or sells the Notes 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 the Notes at any time also will reflect its then current bid and ask spread for similar sized trades of structured notes. The temporary positive differential relative to SCUSA’s internal pricing models arises from requests
from and arrangements made by BNS and the Agents. As described above, SCUSA and its affiliates are not required to make a market for the Notes and may stop making a market at any time. SCUSA reflects this temporary positive differential
on its customer account statements. Investors should inquire as to the valuation provided on customer account statements provided by unaffiliated dealers, including UBS.
|
♦ |
The price of the Notes prior to maturity will depend on a number of factors and may be substantially less than the principal amount — Because structured notes,
including the Notes, can be thought of as having a debt component and a derivative component, factors that influence the values of debt instruments and options and other derivatives will also affect the terms and features of the Notes at
issuance and the market price of the Notes prior to maturity. Some of these factors include, but are not limited to: (i) actual or anticipated changes in the level of the underlying asset over the full term of the Notes, (ii) volatility
of the level of the underlying asset and the market's perception of future volatility of the underlying asset, (iii) changes in interest rates generally, (iv) any actual or anticipated changes in our credit ratings or credit spreads, (v)
dividend yields on the underlying asset and (vi) time remaining to maturity. In particular, because the provisions of the Notes relating to the contingent coupons and the payment at maturity behave like options, the value of the Notes
will vary in ways which are non-linear and may not be intuitive.
|
♦ |
Hedging activities by BNS and SCUSA may negatively impact investors in the Notes and cause our respective interests and those of our clients and counterparties to be contrary
to those of investors in the Notes — We, SCUSA or one or more of our other affiliates has hedged or expects to hedge our obligations under the Notes. Such hedging transactions may include entering into swap or similar
agreements, purchasing shares of the underlying asset and/or the underlying constituents and/or purchasing futures, options and/or other instruments linked to the underlying asset and/or one or more of the underlying constituents. We,
SCUSA or one or more of our or their respective 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 asset and/or one or
more of the underlying constituents, at any time and from time to time, and to unwind the hedge by selling any of the foregoing on or before the final valuation date. We, SCUSA or one or more of our or their respective affiliates may also
enter into, adjust and unwind hedging transactions relating to other basket- or index-linked Notes whose returns are linked to changes in the level of the underlying asset and/or one or more of the underlying constituents. Any of these
hedging activities may adversely affect the level of the underlying asset—directly or indirectly by affecting the price of the underlying constituents — and therefore the market value of the Notes and the amount you will receive, if any,
on the Notes.
|
♦ |
The calculation agent can make antidilution and other adjustments that may adversely affect the market value of, and return on, the Notes — For antidilution and certain
other events (including, but not limited to, a modification to the methodology of the underlying asset or its target index) affecting the underlying asset, the calculation agent may make adjustments to its initial level, coupon barrier,
conversion level, closing level, share delivery amount and/or final level, as applicable, and any other term of the Notes. However, the calculation agent will not make an adjustment in response to every corporate event that could affect
the underlying asset. If an event occurs that does not require the calculation agent to make an adjustment, the market value of, and any payment on, the Notes may be materially and adversely affected. In addition, all determinations and
calculations concerning any such adjustments will be made by the calculation agent. You should be aware that the calculation agent may make any such adjustment, determination or calculation in a manner that differs from that discussed in
the accompanying product supplement or this document as necessary to achieve an equitable result. Following a delisting or suspension from trading or discontinuance of an ETF underlying asset, the determination as to whether the
contingent coupon is payable to you on any coupon payment date, whether the Notes are subject to an automatic call or the payment at maturity may be based on the share of another ETF or a basket of securities, futures contracts,
commodities or other assets, as described further under “General Terms of the Notes — Adjustments to an ETF” and “General Terms of the Notes — Anti-Dilution Adjustments Relating to Equity Securities or a Reference Asset that is an ETF” in
the accompanying product supplement. The occurrence of any antidilution or other adjustment event and the consequent adjustments may materially and adversely affect the market value of, and return on, the Notes. For more information, see
the sections “General Terms of the Notes — Unavailability of the Closing Value of a Reference Asset; Adjustments to a Reference Asset — Adjustments to a Reference ETF”, “General Terms of the Notes — Adjustments to an ETF” and “General
Terms of the Notes — Anti-Dilution Adjustments Relating to Equity Securities or a Reference Asset that is an ETF” in the accompanying product supplement.
|
♦ |
We, the Agents and our or their respective affiliates regularly provide services to, or otherwise have business relationships with, a broad client base, which has included and
may include us and the underlying constituent issuers and the market activities by us, the Agents or our or their respective affiliates for our or their own respective accounts or for our or their respective clients could negatively
impact investors in the Notes — We, the Agents and our or their respective 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, the Agents and/or our or their respective affiliates purchase, sell or hold a broad array of investments, actively trade securities (including the Notes or other securities that we have issued), the underlying constituents,
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 or their respective 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 level of the underlying asset and/or the value of the Notes. 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 underlying constituent 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 level of the underlying asset and the market for your Notes, and you should expect that our interests and those of the Agents and/or our or their
respective affiliates, clients or counterparties, will at times be adverse to those of investors in the Notes.
|
♦ |
Potential impact on price by BNS or the Agents — Trading or transactions by BNS, the Agents or our or their respective affiliates in the underlying asset or any
underlying constituents, listed and/or over-the-counter options, futures, exchange-traded funds or other instruments with returns linked to the performance of the underlying asset or any underlying constituents may adversely affect the
level of the underlying asset or underlying constituents and, therefore, the market value of the Notes, the likelihood of a contingent coupon being paid on any coupon payment date and of the Notes being called on a call settlement date.
See “— Risks Relating to Hedging Activities and Conflicts of Interest — Hedging activities by BNS and SCUSA may negatively impact investors in the Notes and cause our respective interests and those of our clients and counterparties to be
contrary to those of investors in the Notes” for additional information regarding hedging-related transactions and trading.
|
♦ |
The calculation agent will have significant discretion with respect to the Notes, 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 whether the contingent coupon is payable to you on any coupon payment date and the payment at maturity of the Notes, if any, based on observed closing levels of the
underlying asset. The calculation agent can postpone the determination of the closing level or final level (and therefore the related coupon payment date or maturity date, as applicable) if a market disruption event occurs and is
continuing with respect to the underlying asset on any observation date (including the final valuation date).
|
♦ |
Potentially inconsistent research, opinions or recommendations by BNS or the Agents — BNS, the Agents and our or their respective affiliates may publish research from
time to time on financial markets and other matters that may influence the value of the Notes, or express opinions or provide recommendations that are inconsistent with purchasing or holding the Notes. Any research, opinions or
recommendations expressed by BNS, the Agents or our or their respective 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 Notes and the underlying asset to which the Notes are linked.
|
♦ |
Credit risk of BNS — The Notes are senior, unsecured debt obligations of BNS and are not, either directly or indirectly, an obligation of any third party. Any payment or
delivery to be made on the Notes, 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
Notes. If BNS were to default on its obligations, you may not receive any amounts or shares owed to you under the terms of the Notes and you could lose your entire investment in the Notes.
|
♦ |
BNS is subject to the resolution authority under the CDIC Act — Although the Notes are not bail-inable debt securities under the CDIC Act, as described elsewhere in
this pricing supplement, BNS remains subject generally to Canadian bank resolution powers under the CDIC Act. Under such powers, the Canada Deposit Insurance Corporation may in certain circumstances take actions that could negatively
impact holders of the Notes and result in a loss on your investment. See “Risk Factors — Risks Related to the Bank’s Debt Securities” in the accompanying prospectus for more information.
|
♦ |
Uncertain tax treatment — Significant aspects of the tax treatment of the Notes are uncertain. You should consult your tax advisor about your tax situation. See
“Material Canadian Income Tax Consequences” and “What Are the Tax Consequences of the Notes?” herein.
|
Hypothetical Examples of How the Notes Might Perform
|
Principal Amount:
|
$1,000
|
Term:
|
Approximately 12 months
|
Contingent Coupon Rate:
|
12.56% per annum (or 1.04667% per month)
|
Contingent Coupon:
|
$10.4667 per month
|
Observation Dates:
|
Monthly
|
Initial Level:
|
$200.00
|
Coupon Barrier:
|
$174.00 (which is 87.00% of the Initial Level)
|
Conversion Level:
|
$174.00 (which is 87.00% of the Initial Level)
|
Share Delivery Amount*:
|
5.7471 shares per Note
|
* |
Equal to the quotient of (i) the principal amount divided by (ii) the conversion level, which is expected to be worth less than your principal amount and, in extreme situations, you could lose your entire
investment in the Notes. If you receive the share delivery amount at maturity, any fractional share included in the share delivery amount will be paid in cash at an amount equal to the product of the fractional share and the final level.
|
Date
|
Closing Level
|
Payment (per Note)
|
||
First Observation Date
|
$225.00 (equal to or greater than Coupon Barrier and Initial Level)
|
$1,010.4667 (Call Settlement Amount)
|
||
Total Payment:
|
$1,010.4667 (1.04667% total return)
|
Date
|
Closing Level
|
Payment (per Note)
|
||
First Observation Date
|
$195.00 (equal to or greater than Coupon Barrier; less than Initial Level)
|
$10.4667 (Contingent Coupon)
|
||
Second through Eleventh Observation Dates
|
Various (all less than Coupon Barrier and Initial Level)
|
$0.00
|
||
Final Valuation Date
|
$240.00 (equal to or greater than Coupon Barrier and Conversion Level)
|
$1,115.1337 (Payment at Maturity, which includes the Contingent Coupon with respect to the Final Valuation Date and the previously unpaid Contingent Coupons in respect of the prior
Observation Dates)
|
||
Total Payment:
|
$1,125.6004 (12.56004% total return)
|
Date
|
Closing Level
|
Payment (per Note)
|
||
First Observation Date
|
$190.00 (equal to or greater than Coupon Barrier; less than Initial Level)
|
$10.4667 (Contingent Coupon)
|
||
Second through Eleventh Observation Dates
|
Various (all less than Coupon Barrier and Initial Level)
|
$0.00
|
||
Final Valuation Date
|
$69.60 (less than Coupon Barrier and Conversion Level)
|
Share Delivery Amount =
$69.60 × 5.7471 shares =
|
||
$400.00*
|
||||
Total Payment and/or Delivery:
|
$410.4667 (58.95333% loss)
|
* |
Represents the approximate cash value of the share delivery amount as of the final valuation date. Because the Notes are physically settled, the actual value received and the total return on the Notes at maturity depends on the level
of the underlying asset on the maturity date.
|
Information About the Underlying Asset
|
iShares® Russell 2000 ETF
|
What Are the Tax Consequences of the Notes?
|
Material Canadian Income Tax Consequences
|
Additional Information Regarding Estimated Value of the Notes
|
Supplemental Plan of Distribution (Conflicts of Interest); Secondary Markets (if any)
|
Validity of the Notes
|
.+WP'INCQQ"RTO3M4^U:RT,"7LJ6GR#^UH/BQ^S/=
M?!+PYX *,-QEE679IFF*P&48S,."J%?BW TLS
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MZ#G^Y?X[FF:9KG6/S'. 7L^/_!/$V>\-
M>$?C?@LGQ.+X7XJ\#/#?!YOF^# '>,JJ4VZSPM+V-
M!N,I.$73I>Y>$8N22Y^9I->UF7%6?YOD7#?#.8YC/%9'PBLWCPY@)4<-".61
MSW'1S+-HTZU*A#$UHXO'1^LN.*K5U2FYK#JE&
M^A'Q=XTN?#NOVOAK5/VDH9TL-(B^)>D-KV@>'/A=;/\ "2SM?%\,%EX_3] J
M "BBB@ HHHH **** "BBB@ KA_B)\1_!_P *_"]YXP\;:C=V&CVCQV\-OI.A
M>(/%GB/6M2N YL]"\)^#?".EZ[XP\9^)]2,;QZ3X6\):%K7B/5YE,&F:7=S#
M97<5YY\0+[X:>'!X7\$G4/#NBIX9\3:=8^$=<\2WT-C!I_C#QVX^'VC6FD
M&ZFCAD\1^)9?$S>$M'AACEU*]DUZ;2=/4MJ^
M#6T&/3[?P3!3P-K/@LRVVMIJMV^O\ _"5_VNVKW"RZ5I)TJXBDMU?44G$L
M/I?[1GPQO_C9^SW\=O@SI>J6FB:G\7/@U\3_ (8Z=K6H0S7%AI%_X]\$:YX5
ML]4O;>W(N)[2PN-6CN[F& B:6&)TB.]EKV6BBGE6 HX'$Y=1H>SP>,J9G5KT
MHU*KYZN<8K%8W,9J
\):3X,?XA^+?#WA+0?"VM?$;Q%I6DM.LWB
MGQ?_ :AK%]?ZAJ^IROY4%WJ^H?9HYV_E;^,OQ.MOA3_P43L_V%)=+N[R\
MUG_@N+^S?^V]I_B=)K
74-E:+=:EJ4]M96[
M75[<6]I;B69#/=3PV\6Z65$92E&$93G)1A%.4I2:C&,8J\I2D[)))-MMV2U9
MK0HUL36I8?#4:N(Q%>K"C0H4*+'OM7M;SPHOQ'\/KX6\:1PVECJ%MIFJ1:WH2+8O%KECJ<=EC[5IJ
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M:O3A6H5Z,X5:-6$*E.<9Q37OG[-?[*WP%_9!\!ZE\,OV=O 2?#OP1J_BJ_\
M&VI:*OB3QAXJ:[\4:II>BZ)?:K)JGC;Q!XDU@/-I?AW1;,6R:@ME%'8HT%M'
M)).\OT'7P!_PV1^T5_TB=_;_ /\ PXW_ 2R_P#IEE'_ V1^T5_TB=_;_\
M_#C?\$LO_IEE987"87 X>C@\#AL/@\)AX*G0PN%HT\/AZ%-;0HT*,84J<%=V
MC",8J^QW9_Q#G_%>
.O''ACPCI.HP_!GP+X
M_N/$?B[X>Z/K>C>!OC#)=Z[XN*#3OBCH7C/0+'3]*M[30K;3)[O6+F]^M? O
MB-O&'@CP=XM>V:S?Q3X5\/>(VLV2>-K5M;TBSU-K9DN8;>Y1H#=&(I<6\$ZE
M<2PQ2!D7Q'QO\$/'>L>(_^ _BEI/@/P'\7(YA\8M!N/A_>^(O&E_?/X4T_
MP2NO?"KQW;>/_#6E_#?Q!/X;TK2[/4KSQ+X#^*=C//I6FWVFZ9H]VE_+J/T9
MIVGV>DZ?8Z5IUM%9Z?IEG:Z?86D"!(;6RLX$MK6WA1<*D4$$:11J J* .!0
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MS_\ \/8O^"67_22S]@#_ ,3(_9U_^>-1_P /8O\ @EE_TDL_8 _\3(_9U_\
MGC5] ?\ #)_[+/\ T;5\ /\ PS?PZ_\ F/4]/
MEU[5-/2]M3-\._#>Q\3_ !E/CW5KGQMK_A']J;PWJGBNZUGP!?\ Q6\9^)_@
M)X\^#/C/7M6?X6MHOA6QN[#P9KWP<\#NSTK3O#'QG\#^#=)^('ACQC9>*W
MO[YO&%I\1?"6NP?$S7?C$?#OBWX/Z_X(N?'?[1MEHW@_5+34/ &J>&?AYK7[
M7/[,?@;XE^&KKXJ:#\,O$7BO6O#WA#X?_%2]\->)+WPQXS\$:]XP\$:#;>(_
M%VCWNF?$/P?X6\2:1XT\&>__ +,_P$TSX?:6WB?4_!*^"+N?6_&&I_#+X6Z@
MW@W6O^&!'C*YTY]1^&7@K6_"UK#'MKCQIX7MKC
M0W\2:!'XOX"^!WCOXA?&K7_$?Q'^%FM>$&L/%'Q3B\>_&NY\6?";QAX(_:V^
M#'C6]N(_A?\ "#2O!]CJGB_Q!=_"'PY\/M1T[3_$FB?%'P3\+M2\&>.O#M_<
M?#E_'L'CCQ5\3-> /K/X/?#G7? WBOQ[<^+=+T?Q-K]]8>$M)T[X[M%I"=!&NCPUX3^(L=M!;3IK_ ,.Y;_5,W>F0V_A+Q"?$TWBG3=.T?Q#K7BK2
MK7WV"""UB6"V@BMX$W;(8(TAB3234-A8V>EV-GIF
MGVT5G8:=:6]C8VD"A(+6SM(4M[:WA0<)%!#&D4:CA44 =*MT %%%% !1110
M445\W_&/P]\4?#^O6_QA^%,VM>-9--T*/P]\1/@)>:YY6B?$SP5:W6H7XO?A
MT=7OK;1/ _QK\/MJFI3^']4:YTCPS\2[&7_A ?B3>6$<7@7XA?"X \:_: _:
M&T76[/3?"_P\U74O%'ABQ\36]W\>&\ :SXK\,?$VQ^"ND:I#IOC/QM\');#1
M(+OXG^'?"VO26&B?%C4/A)XE_P"$K\)>'K[5%\+W\OCQ=&T*^[3X6?"N7P[\
M1_"7B[0=1T_XU_!RZ\#:U<_"#XD^*_%L_COXE?!^T\6IX:
MSK'Q+^%GQ*L=+TO5M+\0ZGK^I>.?#5_I@TB[UKQ?X)U_1H?A]\P3?#K7/CEX
MZ\/7WPZ\!^+M'^&T]M\(=?\ V9?VG_!6L>!?!^E?LO?#3X=1>%+3Q[\(8?AE
MXVUQOB=X9^-?C+7;/X@^&/%&DQ?!#5O 'B'P%