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BYT Holdings Ltd. — Capital/Financing Update 2021
Jun 30, 2021
47886_rns_2021-06-30_bae173f9-d93d-4a66-9a84-789fc4fd48e3.pdf
Capital/Financing Update
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BNS S&P 500[®] CALLABLE CONTINGENT US$6.36 COUPON NOTES, SERIES 168F (USD) PRINCIPAL AT RISK NOTES – AUGUST 5, 2026
June 30, 2021
A Bank of Nova Scotia short form base shelf prospectus dated March 11, 2020, a prospectus supplement thereto dated March 11, 2020 and pricing supplement No. 2027 (the “pricing supplement”) thereto dated June 30, 2021 (collectively, the “Prospectus”) have been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the Prospectus and any amendments or supplements thereto that have been filed are required to be delivered with this document. The Prospectus and any amendments or supplements thereto contain important information relating to the securities described in this document. This document does not provide full disclosure of all material facts relating to the securities offered and investors should read the Prospectus, and any amendments or supplements thereto, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision. A copy of the short form base shelf prospectus, the prospectus supplement and the pricing supplement can also be obtained at www.sedar.com. Unless the context otherwise requires, terms not otherwise defined herein will have the meaning ascribed thereto in the Prospectus.
| Monthly Autocall | ||||||
|---|---|---|---|---|---|---|
| Contingent | ||||||
| Linked to | at 105.00% | 30.00% Contingent Protection | ||||
| US$0.53 Monthly | ||||||
| S&P 500® Index | of the Initial Index Level | at Maturity | ||||
| Coupon Payments | ||||||
| Starting at February 7, 2022 | ||||||
KEY TERMS
| KEY TERMS | |
|---|---|
| Issuer: | The Bank of Nova Scotia(the "Bank"). |
| Index*: | S&P 500®Index(the “Index”). |
| Monthly Coupon | Holders of record on the applicable Monthly Coupon Payment Record Date may be entitled to receive from the Bank a Monthly Coupon Payment, |
| Payments: | determined as follows: |
| If the Closing Index Level on the relevant Monthly Coupon Payment Valuation Date is greater than or equal to the Barrier Level: | |
| the Monthly Coupon Payment will be US$0.53 per Note. | |
| If the Closing Index Level on the relevant Monthly Coupon Payment Valuation Date is less than the Barrier Level: | |
| no Monthly Coupon Payment will be made. | |
| The aggregate Monthly Coupon Payments over the term of the Notes will not exceed US$31.80 per Note. If the Notes are called, holders will | |
| receive both the Principal Amount and the MonthlyCoupon Payment for the applicable Autocall Valuation Date. | |
| Autocall: | 105.00% of the Initial Index Level. The Notes will be automatically called (i.e., redeemed) by the Bank if the Closing Index Level on any Autocall |
| Valuation Date is greater than or equal to the Autocall Level. The Notes cannot be automatically called prior to February 7, 2022. If the Closing | |
| Index Level on any Autocall Valuation Date is not greater than or equal to the Autocall Level, the Notes will not be automatically called by the | |
| Bank. The Autocall Valuation Dates will occur on a monthlybasis duringthe term of the Notes. | |
| Contingent | 30.00% contingent protection. The Notes provide contingent principal protection at maturity if the Final Index Level on the Final Valuation Date is |
| Protection: | greater than or equal to the Barrier Level (which is 70.00% of the Initial Index Level). If the Final Index Level on the Final Valuation Date is less |
| than the Barrier Level, a holder of the Notes will be fully exposed to any negative price performance of the Index, meaning that substantially all of | |
| such holder’s investment maybe lost(subject to a minimumprincipal repayment of US$1.00per Note). |
*The Closing Index Level reflects only the price appreciation or depreciation of the securities of the issuers comprising the Index and does not reflect any dividends, distributions or other income or amounts accruing or paid on such securities. The annual dividend yield on the Index as of June 22, 2021 was 1.37%, representing an aggregate dividend yield of approximately 7.04% annually compounded over the term of the Notes on the assumption that the dividends paid on the securities comprising the Index remain constant.
| Fundserv | Available Until | Issue Date | Term to Maturity | |||||
|---|---|---|---|---|---|---|---|---|
| SSP2800 | July 29, 2021 | August 5, 2021 | 5 years(if not called) | |||||
| CONTACT INFORMATION | www.investorsolutions.gbm.scotiabank.com | |||||||
| Sales and Marketing: | 1-866-416-7891 | |||||||
| Fundserv Customer Service for Advisors:1-833-594-3143 |
The information above must be read in conjunction with the Prospectus.
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ADDITIONAL KEY TERMS
| Principal Amount: | US$100.00 per Note. |
|---|---|
| Minimum | US$5,000 (50 Notes). |
| Investment: | |
| CUSIP: | 06415FXZ0. |
| Fundserv Code: | SSP2800. |
| Initial Valuation | August 5, 2021, provided that if such day is not an Exchange Business Day then the Initial Valuation Date will be the first succeeding day |
| Date: | that is an Exchange Business Day, subject to the occurrence of any special circumstances (see “Special Circumstances” in the pricing |
| supplement). | |
| Index: | Whether there is a return on the Notes through the Monthly Coupon Payments and whether the Principal Amount is returned at maturity is |
| based on the price performance of the S&P 500®Index (the “Index”). The Index represents the large-cap segment of the U.S. equity | |
| market. | |
| The level of the Index may be affected by the volatility of the prices of the equity securities of the issuers comprising the Index, | |
| which prices may be more volatile than the equity market generally, meaning that such prices can fluctuate and change | |
| considerably in relatively short periods and the performance of such prices cannot be predicted for any future period and as a | |
| **result an investment linked to Index levels may also be volatile.**Prospective investors are urged to consult publicly available sources | |
| for the levels of the Index and the patterns of fluctuations and changes in the levels of the Index and the prices and trading patterns of the | |
| constituent securities of the Index before investing in the Notes. See “Risk Factors” in the pricing supplement. | |
| The Notes do not represent a direct or indirect investment in the Index or its constituent securities, and holders will have no right or entitlement | |
| to such securities, including voting rights or the right to receive any dividends, distributions or other income or amounts accruing or paid | |
| thereon. The Closing Index Level reflects only the price appreciation or depreciation of the securities of the issuers comprising the Index and | |
| does not reflect any dividends, distributions or other income or amounts accruing or paid on such securities. The annual dividend yield on the | |
| Index as of June 22, 2021 was 1.37%, representing an aggregate dividend yield of approximately 7.04% annually compounded over the | |
| approximately 5 year term of the Notes on the assumption that the dividends paid on the securities comprising the Index remain constant. | |
| There is no requirement for the Bank to hold any interest in the Index or its constituent securities. | |
| Autocall Valuation | The specific Autocall Valuation Dates for the Notes are set forth in the pricing supplement (see “Valuation Dates, Record Dates and Payment |
| Dates: | Dates” in the pricing supplement), subject to the Notes being automatically called by the Bank and to the occurrence of any special |
| circumstances (see “Special Circumstances” in the pricing supplement). | |
| Final Valuation | July 29, 2026, provided that if such day is not an Exchange Business Day then the Final Valuation Date will be the immediately preceding |
| Date: | Exchange Business Day, subject to the Notes being automatically called by the Bank and to the occurrence of any special circumstances |
| (see “Special Circumstances” in the pricing supplement). | |
| Coupon Payment | The specific Monthly Coupon Payment Valuation Dates, Monthly Coupon Payment Record Dates and Monthly Coupon Payment Dates for |
| Valuation Dates, | the Notes are set forth in the pricing supplement (see “Monthly Coupon Payments” in the pricing supplement), subject to the Notes being |
| Record Dates and | automatically called by the Bank and to the occurrence of any special circumstances (see “Special Circumstances” in the pricing |
| Payment Dates: | supplement). |
| Maturity | Holders of record on the applicable Record Date will be entitled to an amount payable per Note if they are automatically called by the Bank |
| Redemption | or at maturity (in each case, the “Maturity Redemption Amount”) as calculated by the Calculation Agent in accordance with the applicable |
| Amount: | formula below: |
| If the Closing Index Level on an Autocall Valuation Date or the Final Valuation Date is greater than or equal to the Autocall Level, the | |
| Maturity Redemption Amount will equal: | |
| Principal Amount | |
| If the Final Index Level on the Final Valuation Date is less than the Autocall Level but greater than or equal to the Barrier Level, the | |
| Maturity Redemption Amount will equal: | |
| Principal Amount | |
| If the Final Index Level on the Final Valuation Date is less than the Barrier Level, the Maturity Redemption Amount will equal: | |
| Principal Amount + (Principal Amount x Index Return) | |
| The Maturity Redemption Amount will be substantially less than the Principal Amount invested by an investor if the Final Index Level on the | |
| Final Valuation Date is less than the Barrier Level. The Maturity Redemption Amount will be subject to a minimum principal repayment of | |
| US$1.00 per Note.The return on the Notes will not reflect the total return that an investor would receive if such investor owned | |
| the securities included in the Index. | |
| Barrier Level: | 70.00% of the Initial Index Level. |
| Index Return: | The Index Return is an amount expressed as a percentage (which can be zero, positive or negative) calculated by the Calculation Agent in |
| accordance with the following formula: | |
| (Final Index Level – Initial Index Level) / Initial Index Level | |
| Closing Index | The official closing level or value of the Index on a given day as calculated and announced by the Index Sponsor on an Exchange Business |
| Level: | Day. |
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| Initial Index Level: | The Closing Index Level on the Initial Valuation Date. |
|---|---|
| Final Index Level: | The Closing Index Level on the Final Valuation Date. |
| Currency: | The Notes are denominated in U.S. dollars. The return on the Notes in U.S. dollars will be based solely upon the Closing Index Level on a |
| Monthly Coupon Payment Valuation Date, an Autocall Valuation Date or the Final Valuation Date, as the case may be. Accordingly, the | |
| Maturity Redemption Amount and any Monthly Coupon Payments payable in respect of the Notes will be unaffected by changes in the | |
| exchange rate of the U.S. dollar relative to any other currency. To the extent other assets or income of a holder of the Notes are denominated | |
| in another currency, such as the Canadian dollar, an investment in the Notes will entail foreign exchange related risks. See “Risk Factors” in | |
| the pricing supplement. | |
| Listing and | The Notes will not be listed on any exchange or marketplace. Scotia Capital Inc. will use reasonable efforts under normal market |
| Secondary Market: | conditions to provide a daily secondary market for the sale of the Notes but reserves the right to elect not to do so at any time in the future, |
| in its sole and absolute discretion, without prior notice to holders. | |
| Eligibility for | Eligible for RRSPs, RRIFs, RESPs, RDSPs, DPSPs and TFSAs. |
| Investment: | |
| Fees and | There is no selling concession fee payable to the Investment Dealers in respect of the Notes. A fee of up to US$0.15 per Note sold (or up to |
| Expenses: | 0.15% of the Principal Amount) will be payable directly by the Bank to iA Private Wealth Inc. at closing for acting as the independent agent. The |
| payment of these fees will not reduce the amount on which the Maturity Redemption Amount payable on the Notes is calculated. |
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HYPOTHETICAL EXAMPLES
The following examples show how the Index Return and Maturity Redemption Amount would be calculated based on certain hypothetical values and assumptions set out below. These examples are for illustrative purposes only and should not be construed as an estimate or forecast of the performance of the Index or the return that an investor might realize on the Notes . The Index Return will be calculated based on the price performance of the Index, which will not reflect the value of any dividends, distributions or other income or amounts accruing or paid on the constituent securities of the Index. Certain dollar amounts are rounded to the nearest whole cent and “$” refers to the relevant currency for the specific hypothetical dollar amounts and hypothetical prices that the context requires.
Hypothetical values for calculations:
Initial Index Level*: 100.00 Barrier Level: 70.00% of the Initial Index Level = 70.00% x 100.00 = 70.00 Autocall Level: 105.00% of the Initial Index Level = 105.00% x 100.00 = 105.00
*The Initial Index Level of 100.00 is a hypothetical Initial Index Level that has been chosen for illustrative purposes only and does not represent either the actual Initial Index Level or an estimate or forecast thereof. The actual Initial Index Level will be equal to the Closing Index Level on the Initial Valuation Date.
Example #1 – The Notes are not automatically called as the Closing Index Level on each Autocall Valuation Date is less than the Autocall Level. The Final Index Level on the Final Valuation Date is less than the Barrier Level.
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----- Start of picture text ----- 56.00% of Initial Index Level = Final Index Level Payments per Note105.00% Autocall Level Aggregate Monthly US$0.00Coupon PaymentsMaturity Redemption100.00% of Initial Index Level US$56.00AmountThe Notes cannot be automatically70.00% Barrier Level called prior to February 7, 2022.----- End of picture text -----
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Since the Final Index Level (56.00) on the Final Valuation Date is less than the Barrier Level (70.00), the Maturity Redemption Amount is calculated as follows:
Principal Amount + (Principal Amount x Index Return)
US$100.00 + (US$100.00 x -44.00%) = US$56.00 per Note
In this example, since the Closing Index Level is less than the Barrier Level on all Monthly Coupon Payment Valuation Dates, an investor would not receive any Monthly Coupon Payments.
An investor would receive a Maturity Redemption Amount of US$56.00 per Note on the Maturity Date, which is equivalent to an annual compound rate of return of approximately -10.95% per Note.
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Example #2 – The Notes are not automatically called as the Closing Index Level on each Autocall Valuation Date is less than the Autocall Level. The Final Index Level on the Final Valuation Date is less than the Autocall Level, but greater than or equal to the Barrier Level.
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| 81.00% of Initial Index Level =Final Index Level70.00% Barrier Level105.00% Autocall Level100.00% of Initial Index Level | Payments per Note |
|---|---|
| Aggregate MonthlyCoupon PaymentsUS$19.08 | |
| Maturity RedemptionAmountUS$100.00 | |
| The Notes cannot be automaticallycalled prior to February 7, 2022. | |
Since the Final Index Level (81.00) on the Final Valuation Date is less than the Autocall Level (105.00), but greater than the Barrier Level (70.00), the Maturity Redemption Amount is calculated as follows:
Principal Amount US$100.00 per Note
In this example, an investor would receive Monthly Coupon Payments for each of the first thirty Monthly Coupon Payment Valuation Dates and for each of the 55th to the 60th Monthly Coupon Payment Valuation Dates, but would not receive any Monthly Coupon Payments for the 31st to the 54th Monthly Coupon Payment Valuation Dates since the Closing Index Level on each such Monthly Coupon Payment Valuation Date is less than the Barrier Level.
An investor would receive aggregate Monthly Coupon Payments of US$19.08 per Note, and a Maturity Redemption Amount of US$100.00 per Note, on the Maturity Date, which is equivalent to an annual compound rate of return of approximately 3.55% per Note.
Example #3 – The Notes are automatically called on the first Autocall Valuation Date as the Closing Index Level on the first Autocall Valuation Date is greater than or equal to the Autocall Level.
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----- Start of picture text ----- The Notes are automaticallycalled on the first AutocallValuation Date for US$100.00 perNote.In this example an investor wouldhave received six MonthlyCoupon Payments of US$0.53per Note (US$3.18 Total) andwould not be entitled to any futurepayments in respect of the Notes.----- End of picture text -----
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----- Start of picture text ----- 121.00% of Initial Index Level =Closing Index Level Payments per Note105.00% Autocall Level Aggregate Monthly US$3.18Coupon Payments100.00% of Initial Index Level Maturity RedemptionUS$100.00Amount70.00% Barrier Level The Notes cannot be automaticallycalled prior to February 7, 2022.----- End of picture text -----
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Since the Closing Index Level (121.00) on the first Autocall Valuation Date is greater than the Autocall Level (105.00), the Maturity Redemption Amount is calculated as follows:
Principal Amount US$100.00 per Note
In this example, since the Closing Index Level is greater than the Barrier Level on each applicable Monthly Coupon Payment Valuation Date, an investor would receive Monthly Coupon Payments of US$0.53 per Note on each of the first six Monthly Coupon Payment Dates.
An investor would receive aggregate Monthly Coupon Payments of US$3.18 per Note, and a Maturity Redemption Amount of US$100.00 per Note, which is equivalent to an annual compound rate of return of approximately 6.46% per Note.
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DISCLAIMER
No securities regulatory authority has in any way passed upon the merits of the securities referred to herein and any representation to the contrary is an offence. The Notes are not principal protected (subject to a minimum principal repayment of US$1.00 per Note) and an investor may receive substantially less than the original principal amount at maturity. A person should reach a decision to invest in the Notes only after carefully considering, with his or her investment, legal, accounting, tax and other advisors, the suitability of the Notes in light of his or her investment objectives and the information set out in the Prospectus. The Bank, the Calculation Agent, Scotia Capital Inc. and iA Private Wealth Inc. make no recommendation as to the suitability of the Notes for investment by any particular person. The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any State securities laws and, subject to certain exceptions, may not be offered for sale, sold or delivered, directly or indirectly, in the United States, its territories or possessions or to or for the account or benefit of U.S. persons within the meaning of Regulation S under the 1933 Act. In addition, the Notes may not be offered or sold to residents of any jurisdiction or country in Europe. “Scotiabank” and “Scotiabank Global Banking and Markets” are registered trademarks of The Bank of Nova Scotia. Scotia Capital Inc. is a wholly-owned subsidiary of The Bank of Nova Scotia.
Amounts paid to holders of the Notes will depend on the price performance of the underlying interests. Unless otherwise specified in the Prospectus, the Bank does not guarantee that any of the principal amount of the Notes will be paid (subject to a minimum principal repayment of US$1.00 per Note), or guarantee that any return will be paid on the Notes, at or prior to maturity. Purchasers could lose substantially all of their investment in the Notes (subject to a minimum principal repayment of US$1.00 per Note). The Notes are not appropriate investments for persons who do not understand the risks associated with structured products or derivatives. A purchaser of the Notes will be exposed to fluctuations and changes in the levels of the Index to which the Notes are linked. The Index levels may be volatile and an investment linked to Index levels may also be volatile. Purchasers should read carefully the “Risk Factors” sections in the Prospectus.
The Notes will not constitute deposits under the Canada Deposit Insurance Corporation Act or under any other deposit insurance regime. The Notes have not been rated and will not be insured by the Canada Deposit Insurance Corporation or any other entity and therefore the payments to investors will be dependent upon the financial health and creditworthiness of the Bank.
Scotia Capital Inc. is a wholly owned subsidiary of the Bank. Consequently, the Bank is a related and connected issuer of Scotia Capital Inc. within the meaning of applicable securities legislation. See “Plan of Distribution” in the Prospectus.
The information contained herein, while obtained from sources believed to be reliable, is not guaranteed as to its accuracy or completeness.
INDEX SPONSOR
“Standard & Poor’s[®] ”, “S&P[®] ” and “S&P 500[®] ” are trademarks of Standard & Poor’s Financial Services LLC and have been licensed for use by the Bank. The Notes are not sponsored, endorsed, sold or promoted by Standard & Poor’s. Standard & Poor’s makes no representation or warranty, express or implied, to the owners of the Notes or any member of the public regarding the advisability of investing in securities generally or in the Notes particularly, or the ability of the Standard & Poor’s Index to track general stock market performance. Standard & Poor’s only relationship to the Bank is the licensing of certain trademarks and trade names of Standard & Poor’s and of the Standard & Poor’s Index which is determined, composed and calculated by Standard & Poor’s without regard to the Bank or the Notes. Standard & Poor’s has no obligation to take the needs of the Bank or the owners of the Notes into consideration in determining, composing or calculating the Index. Standard & Poor’s is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Notes to be issued or in the determination or calculation of the equation by which the Notes are to be converted into cash. Standard & Poor’s has no obligation or liability in connection with the administration, marketing or trading of the Notes.
STANDARD & POOR’S DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN AND STANDARD & POOR’S SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. STANDARD & POOR’S MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE BANK, OWNERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN. STANDARD & POOR’S MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN.
WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL STANDARD & POOR’S HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
TRADEMARK NOTICE
™ Trademark of The Bank of Nova Scotia, used under license (where applicable). Scotiabank is a marketing name for the global corporate and investment banking and capital markets businesses of The Bank of Nova Scotia and certain of its affiliates in the countries where they operate including Scotia Capital Inc. (Member-Canadian Investor Protection Fund and regulated by the Investment Industry Regulatory Organization of Canada). Important legal information may be accessed at https://www.gbm.scotiabank.com/en/legal.html. Products and services described are available only by Scotiabank licensed entities in jurisdictions where permitted by law. This information is not directed to or intended for use by any person resident or located in any country where its distribution is contrary to its laws. Not all products and services are offered in all jurisdictions.
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