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Logiq, Inc. — Capital/Financing Update 2021
Sep 10, 2021
48016_rns_2021-09-10_307e5373-5abf-445a-aa84-b52107b95058.pdf
Capital/Financing Update
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This Pricing Supplement (the “Pricing Supplement”) together with the short form base shelf prospectus dated July 9, 2020, as amended or supplemented, including by the Amendment No. 1 dated July 29, 2021 (the “Prospectus”), the prospectus supplement thereto dated July 10, 2020, as amended or supplemented (the “Prospectus Supplement”) to which it relates and each document incorporated by reference into such prospectus constitutes a public offering of securities only in the jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. No securities commission or similar regulatory authority has in any way passed upon the merits of securities offered hereunder and any representation to the contrary is an offence. The Note Securities to be issued hereunder have not been, and will not be, registered under the United States Securities Act of 1933, as amended and, subject to certain exemptions, may not be offered, sold or delivered, directly or indirectly, in the United States of America to or for the account or benefit of U.S. persons.
Pricing Supplement No. ACCI2404 dated September 10, 2021
(to the short form base shelf prospectus dated July 9, 2020, as amended by the Amendment No. 1 dated July 29, 2021, and as supplemented by the Prospectus Supplement entitled NBC Auto Callable Contingent Income Note Securities (no direct currency exposure; price return) Program dated July 10, 2020)
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NATIONAL BANK OF CANADA
NBC Auto Callable Contingent Income Note Securities (no direct currency exposure; price return) Program
NBC Auto Callable Contingent Income Note Securities (Maturity-Monitored Barrier) linked to the Solactive Canada Insurance AR Index, due on October 4, 2028
(non principal protected note securities)
Maximum Can$15,000,000 (150,000 Note Securities)
No minimum amount of funds must be raised under this offering. This means that the Bank could complete this offering after raising only a small proportion of the offering amount set out above.
This Pricing Supplement supplements the short form base shelf prospectus dated July 9, 2020, as amended by the Amendment No. 1 dated July 29, 2021, relating to $8,000,000,000 Medium Term Notes of the Bank, as amended or supplemented, and the Prospectus Supplement dated July 10, 2020. If the information in this Pricing Supplement differs from the information contained in the Prospectus and/or the Prospectus Supplement, you should rely on the information in this Pricing Supplement. Holders should carefully read this Pricing Supplement, the Prospectus Supplement and the accompanying Prospectus to fully understand the information relating to the terms of the Note Securities and other considerations that are important to Holders. All three documents contain information Holders should consider when making their investment decision. The information contained in this Pricing Supplement and the accompanying Prospectus and Prospectus Supplement is current only as of the date of each.
The estimated initial value of the Note Securities as of the date of this Pricing Supplement is $93.34 per $100 of Principal Amount, which is less than the issue price. The estimated initial value is equal to 93.34% of the Principal Amount, being equivalent to a $0.95 annual discount over the term of the Note Securities. The actual value of the Note Securities at any time will reflect many factors, cannot be predicted with accuracy and may be less than this amount. We describe our determination of the estimated initial value in more detail in the Prospectus. The Independent Dealer did not participate in the preparation of the estimated initial value for the Note Securities. See “Description of the Note Securities – Estimated Initial Value of Linked Note Securities” in the Prospectus.
The Note Securities differ from conventional debt and fixed income investments; repayment of the entire Principal Amount is not guaranteed. The Note Securities entail downside risk and are not designed to be alternatives to conventional debt or fixed income investments or money market instruments.
The Note Securities are non principal protected note securities and the Holder may receive an amount that is less than the Principal Amount over the term of the Note Securities. For greater certainty, throughout this Pricing Supplement, “maturity” wherever used herein, shall include Maturity Date, Call Date and Special Reimbursement Date.
The Note Securities constitute direct, unsecured and unsubordinated debt obligations of the Bank ranking pari passu with all other present and future unsecured and unsubordinated indebtedness of the Bank. The Note Securities will not constitute deposits that are insured under the Canada Deposit Insurance Corporation Act or any other deposit insurance regime designed to ensure the payment of all or a portion of a deposit upon insolvency of the deposit taking institution.
Amounts paid to Holders will depend on the performance of the Reference Portfolio. None of the Bank, its affiliates, the Dealers, or any other person or entity guarantees that Holders will receive an amount equal to their original investment in the Note Securities or guarantees that any return will be paid on the Note Securities. Since the Note Securities are not protected and the Principal Amount will be at risk (other than the minimum Maturity Redemption Payment of 1% of the Principal Amount), it is possible that Holders could lose some or substantially all of their original investment in the Note Securities. See “Risk Factors” in the Prospectus Supplement and the Prospectus.
The Note Securities are redeemable automatically on a Call Date depending on the performance of the Reference Portfolio. In addition, the Note Securities may be redeemed by the Bank pursuant to a Reimbursement Under Special Circumstances. See “Description of the Note Securities – Reimbursement Under Special Circumstances and Payment” in the Prospectus.
The Note Securities are not redeemable prior to the Maturity Date except on a Call Date, and except by the Bank pursuant to a Reimbursement Under Special Circumstances. See “Description of the Note Securities – Reimbursement Under Special Circumstances and Payment” in the Prospectus. The Note Securities will not be listed on any securities exchange or quotation system. National Bank Financial Inc. intends to maintain, under normal market conditions, a daily secondary market for the Note Securities. National Bank Financial Inc. may stop maintaining a market for the Note Securities at any time without any prior notice to Holders. There can be no assurance that a secondary market will develop or, if one develops, that it will be liquid. Moreover, Holders selling their Note Securities prior to maturity may be subject to certain fees. See “Secondary Market for the Note Securities” in the Prospectus Supplement.
National Bank Financial Inc. is an indirect wholly-owned subsidiary of the Bank. As a result, the Bank is a “related issuer” and a “connected issuer” of National Bank Financial Inc. within the meaning of the securities legislation of certain provinces and territories of Canada. See “Plan of Distribution” in the Prospectus Supplement and in the Prospectus.
Issuer: National Bank of Canada Note Securities NBC Auto Callable Contingent Income Note Securities (Maturity-Monitored Barrier) Offered: linked to the Solactive Canada Insurance AR Index, due on October 4, 2028 Principal Amount: $100 Minimum $1,000 (10 Note Securities) Subscription: Auto Callable Maturity-Monitored Barrier Contingent Income type: Issuance Date: October 4, 2021, subject to postponement in certain circumstances as described in the Prospectus Supplement and the Prospectus.
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Maturity Date: October 4, 2028
Reference Portfolio:
| Reference Asset name | Reference Asset ticker from Bloomberg |
Price Source |
Closing Level |
Reference Asset type |
Reference Asset Weight |
|---|---|---|---|---|---|
| Solactive Canada Insurance AR Index |
SOLCINAR | Solactive AG |
Closing level |
Index | 100.00% |
Moreover, the Note Securities constitute Index Linked Note Securities under the Prospectus.
Reference Index:
The Reference Asset is the Solactive Canada Insurance AR Index (the “ Reference Index ”), which aims to track the gross total return performance of the Solactive Canada Insurance Index TR (the “ TR Index ”), calculated in CAD, reduced by a synthetic dividend of 120 index points per annum calculated daily in arrears (the “ Adjusted Return Factor ”).
The TR Index is a gross total return index that seeks to replicate the overall return from holding a portfolio consisting of the constituent securities thereof, including any dividends and distributions paid in respect of such securities. For the calculation of the level of the TR Index, any dividends or other distributions paid on the constituent securities of the TR Index are reinvested across all the constituent securities of the TR Index.
As of September 3, 2021, the dividends and/or distributions paid on account of all of the issuers or constituents of the TR Index represented an annual indicative yield of approximately 4.07%, representing an aggregate yield of approximately 28.49% over the term of the Note Securities, assuming that the yield remains constant and the dividends and/or distributions are not reinvested. An investment in the Note Securities does not represent a direct or indirect investment in any of the constituent securities that comprise the TR Index. Holders have no right or entitlement to the dividends or distributions paid on such securities.
The performance of the Reference Index will vary higher or lower from the performance of the TR Index over the term of the Note Securities depending on whether the impact of the dividends and other distributions reinvested in the TR Index is greater or less than the impact the Adjusted Return Factor has on the Closing Level over the term of the Note Securities.
The Closing Level of the Reference Index on September 3, 2021 was 2,911.83. The Adjusted Return Factor divided by the Closing Level of the Reference Index was therefore equal to 4.12% on September 3, 2021. Over the term of the Note Securities, the sum of the Adjusted Return Factor of 120 points per annum will be approximately 840 index points, representing 28.85% of the Closing Level of the Reference Index on September 3, 2021.
See “Reference Asset – Solactive Canada Insurance AR Index” and “Reference Index Risk Factors”.
Initial Level:
Closing Level on the Issuance Date .
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Currency:
Maturity Redemption Payment:
Canadian dollars
The Maturity Redemption Payment per Note Security will be as follows:
-
(i) if the Reference Portfolio Return is equal to or higher than the Call Threshold on a Call Valuation Date, the Note Securities will be automatically called on the applicable Call Date and the Maturity Redemption Payment will be equal to $100 x [1 + Variable Return]; or
-
(ii) if the Note Securities are not automatically called and the Reference Portfolio Return is positive on the Final Valuation Date, the Maturity Redemption Payment will be equal to $100 x [1 + Variable Return]; or
-
(iii) if the Note Securities are not automatically called and the Reference Portfolio Return is nil or negative but equal to or higher than the Barrier on the Final Valuation Date, the Maturity Redemption Payment will be equal to $100; or
-
(iv) if the Note Securities are not automatically called and the Reference Portfolio Return is negative and lower than the Barrier on the Final Valuation Date, the Maturity Redemption Payment will be equal to $100 x [1 + Reference Portfolio Return].
Except for the Coupon Payments during the term of the Note Securities, investors should understand from the foregoing that they will be entitled to a single payment under the Note Securities on either the Maturity Date or a Call Date. If the Note Securities are automatically called, the investment in the Note Securities will terminate as of the applicable Call Date and as such, Holders will receive the Maturity Redemption Payment applicable to such Call Date and not the Maturity Redemption Payment that they would have otherwise been entitled to on a subsequent Call Date or on the Maturity Date if the Note Securities had not been called.
Notwithstanding the foregoing, the Maturity Redemption Payment will be subject to a minimum of 1% of the Principal Amount.
Call Thresholds:
| Valuation Date type | Valuation Date | Call Threshold |
Call Dates |
|---|---|---|---|
| Call Valuation Date 1 | March 28, 2022 | 5.00% | April 4, 2022 |
| Call Valuation Date 2 | April 27, 2022 | 5.00% | May 4, 2022 |
| Call Valuation Date 3 | May 30, 2022 | 5.00% | June 6, 2022 |
| Call Valuation Date 4 | June 23, 2022 | 5.00% | July 4, 2022 |
| Call Valuation Date 5 | July 27, 2022 | 5.00% | August 4, 2022 |
| Call Valuation Date 6 | August 29, 2022 | 5.00% | September 6, 2022 |
| Call Valuation Date 7 | September 26, 2022 | 5.00% | October 4, 2022 |
| Call Valuation Date 8 | October 28, 2022 | 5.00% | November 4, 2022 |
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| Call Valuation Date 9 | November 28, 2022 | 5.00% | December 5, 2022 |
|---|---|---|---|
| Call Valuation Date 10 | December 21, 2022 | 5.00% | December 30, 2022 |
| Call Valuation Date 11 | January 30, 2023 | 5.00% | February 6, 2023 |
| Call Valuation Date 12 | February 27, 2023 | 5.00% | March 6, 2023 |
| Call Valuation Date 13 | March 28, 2023 | 5.00% | April 4, 2023 |
| Call Valuation Date 14 | April 27, 2023 | 5.00% | May 4, 2023 |
| Call Valuation Date 15 | May 29, 2023 | 5.00% | June 5, 2023 |
| Call Valuation Date 16 | June 23, 2023 | 5.00% | July 4, 2023 |
| Call Valuation Date 17 | July 28, 2023 | 5.00% | August 4, 2023 |
| Call Valuation Date 18 | August 28, 2023 | 5.00% | September 5, 2023 |
| Call Valuation Date 19 | September 26, 2023 | 5.00% | October 4, 2023 |
| Call Valuation Date 20 | October 30, 2023 | 5.00% | November 6, 2023 |
| Call Valuation Date 21 | November 27, 2023 | 5.00% | December 4, 2023 |
| Call Valuation Date 22 | December 20, 2023 | 5.00% | December 29, 2023 |
| Call Valuation Date 23 | January 29, 2024 | 5.00% | February 5, 2024 |
| Call Valuation Date 24 | February 26, 2024 | 5.00% | March 4, 2024 |
| Call Valuation Date 25 | March 27, 2024 | 5.00% | April 4, 2024 |
| Call Valuation Date 26 | April 29, 2024 | 5.00% | May 6, 2024 |
| Call Valuation Date 27 | May 28, 2024 | 5.00% | June 4, 2024 |
| Call Valuation Date 28 | June 26, 2024 | 5.00% | July 4, 2024 |
| Call Valuation Date 29 | July 29, 2024 | 5.00% | August 6, 2024 |
| Call Valuation Date 30 | August 27, 2024 | 5.00% | September 4, 2024 |
| Call Valuation Date 31 | September 26, 2024 | 5.00% | October 4, 2024 |
| Call Valuation Date 32 | October 28, 2024 | 5.00% | November 4, 2024 |
| Call Valuation Date 33 | November 27, 2024 | 5.00% | December 4, 2024 |
| Call Valuation Date 34 | December 20, 2024 | 5.00% | December 31, 2024 |
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| Call Valuation Date 35 | January 28, 2025 | 5.00% | February 4, 2025 |
|---|---|---|---|
| Call Valuation Date 36 | February 25, 2025 | 5.00% | March 4, 2025 |
| Call Valuation Date 37 | March 28, 2025 | 5.00% | April 4, 2025 |
| Call Valuation Date 38 | April 28, 2025 | 5.00% | May 5, 2025 |
| Call Valuation Date 39 | May 28, 2025 | 5.00% | June 4, 2025 |
| Call Valuation Date 40 | June 26, 2025 | 5.00% | July 4, 2025 |
| Call Valuation Date 41 | July 28, 2025 | 5.00% | August 5, 2025 |
| Call Valuation Date 42 | August 27, 2025 | 5.00% | September 4, 2025 |
| Call Valuation Date 43 | September 26, 2025 | 5.00% | October 6, 2025 |
| Call Valuation Date 44 | October 28, 2025 | 5.00% | November 4, 2025 |
| Call Valuation Date 45 | November 27, 2025 | 5.00% | December 4, 2025 |
| Call Valuation Date 46 | December 22, 2025 | 5.00% | December 31, 2025 |
| Call Valuation Date 47 | January 28, 2026 | 5.00% | February 4, 2026 |
| Call Valuation Date 48 | February 25, 2026 | 5.00% | March 4, 2026 |
| Call Valuation Date 49 | March 27, 2026 | 5.00% | April 6, 2026 |
| Call Valuation Date 50 | April 27, 2026 | 5.00% | May 4, 2026 |
| Call Valuation Date 51 | May 28, 2026 | 5.00% | June 4, 2026 |
| Call Valuation Date 52 | June 26, 2026 | 5.00% | July 6, 2026 |
| Call Valuation Date 53 | July 27, 2026 | 5.00% | August 4, 2026 |
| Call Valuation Date 54 | August 28, 2026 | 5.00% | September 4, 2026 |
| Call Valuation Date 55 | September 25, 2026 | 5.00% | October 5, 2026 |
| Call Valuation Date 56 | October 28, 2026 | 5.00% | November 4, 2026 |
| Call Valuation Date 57 | November 27, 2026 | 5.00% | December 4, 2026 |
| Call Valuation Date 58 | December 22, 2026 | 5.00% | December 31, 2026 |
| Call Valuation Date 59 | January 28, 2027 | 5.00% | February 4, 2027 |
| Call Valuation Date 60 | February 25, 2027 | 5.00% | March 4, 2027 |
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| Call Valuation Date 61 | March 29, 2027 | 5.00% | April 5, 2027 |
|---|---|---|---|
| Call Valuation Date 62 | April 27, 2027 | 5.00% | May 4, 2027 |
| Call Valuation Date 63 | May 28, 2027 | 5.00% | June 4, 2027 |
| Call Valuation Date 64 | June 25, 2027 | 5.00% | July 5, 2027 |
| Call Valuation Date 65 | July 27, 2027 | 5.00% | August 4, 2027 |
| Call Valuation Date 66 | August 30, 2027 | 5.00% | September 7, 2027 |
| Call Valuation Date 67 | September 24, 2027 | 5.00% | October 4, 2027 |
| Call Valuation Date 68 | October 28, 2027 | 5.00% | November 4, 2027 |
| Call Valuation Date 69 | November 29, 2027 | 5.00% | December 6, 2027 |
| Call Valuation Date 70 | December 22, 2027 | 5.00% | December 31, 2027 |
| Call Valuation Date 71 | January 28, 2028 | 5.00% | February 4, 2028 |
| Call Valuation Date 72 | February 28, 2028 | 5.00% | March 6, 2028 |
| Call Valuation Date 73 | March 28, 2028 | 5.00% | April 4, 2028 |
| Call Valuation Date 74 | April 27, 2028 | 5.00% | May 4, 2028 |
| Call Valuation Date 75 | May 29, 2028 | 5.00% | June 5, 2028 |
| Call Valuation Date 76 | June 23, 2028 | 5.00% | July 4, 2028 |
| Call Valuation Date 77 | July 28, 2028 | 5.00% | August 4, 2028 |
| Call Valuation Date 78 | August 28, 2028 | 5.00% | September 5, 2028 |
| Final Valuation Date | September 26, 2028 | N/A | Maturity Date |
Call Dates:
Call Valuation Dates:
Final Valuation Date:
Variable Return:
The dates indicated as such in the Call Thresholds table above.
The dates indicated as such in the Call Thresholds table above, subject to postponement in certain circumstances as described in the Prospectus Supplement and the Prospectus.
The date indicated as such in the Call Thresholds table above, subject to postponement in certain circumstances as described in the Prospectus Supplement and the Prospectus.
A percentage calculated as follows :
- (i) where the Reference Portfolio Return on a given Call Valuation Date or on the Final Valuation Date is less than or equal to the Variable Return Threshold, the Variable Return will be equal to 0%; or
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-
(ii)
-
where the Reference Portfolio Return on a given Call Valuation Date or on the Final Valuation Date is greater than the Variable Return Threshold, the Variable Return will be equal to the product of (i) the Participation Factor and (ii) the amount by which the Reference Portfolio Return exceeds the Variable Return Threshold.
Variable Return 0.00% Threshold:
Participation Factor: 0.00%
Potential Coupon Payments:
Provided that the Reference Portfolio Return is equal to or higher than the Coupon Payment Threshold on the applicable Coupon Payment Valuation Date, Holders will be entitled to receive Coupon Payments of $0.46 (equivalent to 0.46% of the Principal Amount of each Note Security) on each Coupon Payment Date.
| Coupon Payment Valuation Dates |
Coupon Payment Threshold |
Coupon Payments |
Coupon Payment Dates |
|---|---|---|---|
| October 28, 2021 | -30.00% | $0.46 | November 4, 2021 |
| November 29, 2021 | -30.00% | $0.46 | December 6, 2021 |
| December 22, 2021 | -30.00% | $0.46 | December 31, 2021 |
| January 28, 2022 | -30.00% | $0.46 | February 4, 2022 |
| February 25, 2022 | -30.00% | $0.46 | March 4, 2022 |
| March 28, 2022 | -30.00% | $0.46 | April 4, 2022 |
| April 27, 2022 | -30.00% | $0.46 | May 4, 2022 |
| May 30, 2022 | -30.00% | $0.46 | June 6, 2022 |
| June 23, 2022 | -30.00% | $0.46 | July 4, 2022 |
| July 27, 2022 | -30.00% | $0.46 | August 4, 2022 |
| August 29, 2022 | -30.00% | $0.46 | September 6, 2022 |
| September 26, 2022 | -30.00% | $0.46 | October 4, 2022 |
| October 28, 2022 | -30.00% | $0.46 | November 4, 2022 |
| November 28, 2022 | -30.00% | $0.46 | December 5, 2022 |
| December 21, 2022 | -30.00% | $0.46 | December 30, 2022 |
| January 30, 2023 | -30.00% | $0.46 | February 6, 2023 |
| February 27, 2023 | -30.00% | $0.46 | March 6, 2023 |
8
| March 28, 2023 | -30.00% | $0.46 | April 4, 2023 |
|---|---|---|---|
| April 27, 2023 | -30.00% | $0.46 | May 4, 2023 |
| May 29, 2023 | -30.00% | $0.46 | June 5, 2023 |
| June 23, 2023 | -30.00% | $0.46 | July 4, 2023 |
| July 28, 2023 | -30.00% | $0.46 | August 4, 2023 |
| August 28, 2023 | -30.00% | $0.46 | September 5, 2023 |
| September 26, 2023 | -30.00% | $0.46 | October 4, 2023 |
| October 30, 2023 | -30.00% | $0.46 | November 6, 2023 |
| November 27, 2023 | -30.00% | $0.46 | December 4, 2023 |
| December 20, 2023 | -30.00% | $0.46 | December 29, 2023 |
| January 29, 2024 | -30.00% | $0.46 | February 5, 2024 |
| February 26, 2024 | -30.00% | $0.46 | March 4, 2024 |
| March 27, 2024 | -30.00% | $0.46 | April 4, 2024 |
| April 29, 2024 | -30.00% | $0.46 | May 6, 2024 |
| May 28, 2024 | -30.00% | $0.46 | June 4, 2024 |
| June 26, 2024 | -30.00% | $0.46 | July 4, 2024 |
| July 29, 2024 | -30.00% | $0.46 | August 6, 2024 |
| August 27, 2024 | -30.00% | $0.46 | September 4, 2024 |
| September 26, 2024 | -30.00% | $0.46 | October 4, 2024 |
| October 28, 2024 | -30.00% | $0.46 | November 4, 2024 |
| November 27, 2024 | -30.00% | $0.46 | December 4, 2024 |
| December 20, 2024 | -30.00% | $0.46 | December 31, 2024 |
| January 28, 2025 | -30.00% | $0.46 | February 4, 2025 |
| February 25, 2025 | -30.00% | $0.46 | March 4, 2025 |
| March 28, 2025 | -30.00% | $0.46 | April 4, 2025 |
| April 28, 2025 | -30.00% | $0.46 | May 5, 2025 |
9
| May 28, 2025 | -30.00% | $0.46 | June 4, 2025 |
|---|---|---|---|
| June 26, 2025 | -30.00% | $0.46 | July 4, 2025 |
| July 28, 2025 | -30.00% | $0.46 | August 5, 2025 |
| August 27, 2025 | -30.00% | $0.46 | September 4, 2025 |
| September 26, 2025 | -30.00% | $0.46 | October 6, 2025 |
| October 28, 2025 | -30.00% | $0.46 | November 4, 2025 |
| November 27, 2025 | -30.00% | $0.46 | December 4, 2025 |
| December 22, 2025 | -30.00% | $0.46 | December 31, 2025 |
| January 28, 2026 | -30.00% | $0.46 | February 4, 2026 |
| February 25, 2026 | -30.00% | $0.46 | March 4, 2026 |
| March 27, 2026 | -30.00% | $0.46 | April 6, 2026 |
| April 27, 2026 | -30.00% | $0.46 | May 4, 2026 |
| May 28, 2026 | -30.00% | $0.46 | June 4, 2026 |
| June 26, 2026 | -30.00% | $0.46 | July 6, 2026 |
| July 27, 2026 | -30.00% | $0.46 | August 4, 2026 |
| August 28, 2026 | -30.00% | $0.46 | September 4, 2026 |
| September 25, 2026 | -30.00% | $0.46 | October 5, 2026 |
| October 28, 2026 | -30.00% | $0.46 | November 4, 2026 |
| November 27, 2026 | -30.00% | $0.46 | December 4, 2026 |
| December 22, 2026 | -30.00% | $0.46 | December 31, 2026 |
| January 28, 2027 | -30.00% | $0.46 | February 4, 2027 |
| February 25, 2027 | -30.00% | $0.46 | March 4, 2027 |
| March 29, 2027 | -30.00% | $0.46 | April 5, 2027 |
| April 27, 2027 | -30.00% | $0.46 | May 4, 2027 |
| May 28, 2027 | -30.00% | $0.46 | June 4, 2027 |
| June 25, 2027 | -30.00% | $0.46 | July 5, 2027 |
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| July 27, 2027 | -30.00% | $0.46 | August 4, 2027 |
|---|---|---|---|
| August 30, 2027 | -30.00% | $0.46 | September 7, 2027 |
| September 24, 2027 | -30.00% | $0.46 | October 4, 2027 |
| October 28, 2027 | -30.00% | $0.46 | November 4, 2027 |
| November 29, 2027 | -30.00% | $0.46 | December 6, 2027 |
| December 22, 2027 | -30.00% | $0.46 | December 31, 2027 |
| January 28, 2028 | -30.00% | $0.46 | February 4, 2028 |
| February 28, 2028 | -30.00% | $0.46 | March 6, 2028 |
| March 28, 2028 | -30.00% | $0.46 | April 4, 2028 |
| April 27, 2028 | -30.00% | $0.46 | May 4, 2028 |
| May 29, 2028 | -30.00% | $0.46 | June 5, 2028 |
| June 23, 2028 | -30.00% | $0.46 | July 4, 2028 |
| July 28, 2028 | -30.00% | $0.46 | August 4, 2028 |
| August 28, 2028 | -30.00% | $0.46 | September 5, 2028 |
| September 26, 2028 | -30.00% | $0.46 | October 4, 2028 |
| Potential sum of Coupon Payments over the term of the Note Securities |
$38.64 |
Coupon Payment Frequency:
Coupon Payment Valuation Dates:
Coupon Payment Threshold:
Coupon Payment Dates:
Barrier:
Monthly
As set forth under the column entitled “Coupon Payment Valuation Dates” in the table above, subject to postponement in certain circumstances as described in the Prospectus Supplement and the Prospectus.
As set forth under the column entitled “Coupon Payment Threshold” in the Potential Coupon Payments table above.
As set forth under the column entitled “Coupon Payment Dates” in the Potential Coupon Payments table above, subject to postponement in certain circumstances as described in the Prospectus Supplement and the Prospectus.
-30.00%
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| Selling commission: | $2.50 per Note Security (2.50% of the Principal Amount of each Note Security sold). |
|---|---|
| Dealers: | National Bank Financial Inc. and Desjardins Securities Inc. (the “Dealers”). Desjardins |
| Securities Inc. will act as Independent Dealer. The Dealers will act as agents in connection | |
| with the offering and sale of the Note Securities. | |
| Independent Dealer | Up to $0.15 per Note Security (up to 0.15% of the Principal Amount of each Note |
| Fee: | Security sold). |
| Early Trading | $3.60 per Note Security, declining every 10 days by $0.30 to be $0.00 after 120 days |
| Charge: | from and including the Issuance Date. |
| Eligibility for | Eligible for RRSPs, RRIFs, RESPs, RDSPs, DPSPs and TFSAs. See “Eligibility for |
| Investment: | Investment” in the Prospectus. |
| Form of the Note | The Note Securities will be issued as Uncertificated Note Securities. See “Description of |
| Securities: | the Note Securities – Form, Registration and Transfer of Note Securities” in the |
| Prospectus and “Description of the Note Securities – Form of Note Securities” in the | |
| Prospectus Supplement. | |
| Fundserv: | NBC22382. Notwithstanding the provision with respect to the interest that would accrue |
| on the funds delivered using the Fundserv network under the heading “Fundserv” in the | |
| Prospectus Supplement, in any case, whether or not the Note Securities are purchased | |
| using the Fundserv network, no interest or other compensation will be paid to the Holder | |
| on such funds delivered prior to the Issuance Date. | |
| Timely Information | The Bank will seek to make available at www.nbcstructuredsolutions.ca certain |
| on the Note | information regarding the Note Securities. Such information is provided for information |
| Securities: | purposes only and will not be incorporated by reference into this Pricing Supplement. |
REFERENCE ASSET
The following contains a brief description of the Reference Asset.
See “Public Information – Index Linked Note Securities” in the Prospectus. All data and information below is sourced from Bloomberg and/or publicly available sources.
This information is derived solely from publicly available information and none of the Bank, the Dealers or any of their respective affiliates makes any assurances, representations or warranties as to the accuracy, reliability or completeness of such information.
Solactive Canada Insurance AR Index
The Reference Index is the Solactive Canada Insurance AR Index which aims to track the gross total return performance of the Solactive Canada Insurance Index TR, calculated in CAD, reduced by a synthetic dividend of 120 index points per annum calculated daily in arrears.
The TR Index is a free-float market capitalization weighted equity index. The methodology of the TR Index provides that constituent securities fulfill the following criteria: stocks of companies that are part of the Canada Index Universe of the Solactive Canada Broad Market Index PR (ISIN: DE000SLA4973); stocks listed on the Toronto Stock Exchange; stocks of companies that belong to either the “Life/Health Insurance” or “Multi-Line Insurance” as defined by the Standard FactSet Classification; securities market capitalization of at least $4 billion; and average daily value traded over one month and six months of at least $10 million across all Canadian exchanges.
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The TR Index is a gross total return index that seeks to replicate the overall return from holding a portfolio consisting of the constituent securities thereof, including any dividends and distributions paid in respect of such securities, without deduction of any withholding tax or other amounts to which an investor holding the constituent securities of the TR Index would typically be exposed. For the calculation of the level of the TR Index, any dividends or other distributions paid on the constituent securities of the TR Index are reinvested across all the constituent securities of the TR Index.
Further information about the composition, the calculation and the maintenance of the TR Index is available in the document “Index Guideline”, which can be found using the link: https://www.solactive.com/downloads/GuidelineSolactive-Canada-Insurance-Index.pdf.
An investment in the Note Securities does not represent a direct or indirect investment in the TR Index or any of the constituent securities that comprise the TR Index. Holders do not have an ownership interest or other interest (including, without limitation, voting rights or rights to receive dividends or distributions) in any of the constituent securities comprising the TR Index. Holders only have a right against the Bank to be paid any amounts due under the Note Securities. The Closing Level is used as a reference to determine the Maturity Redemption Payment. The Note Securities are linked to the Reference Index which reflects only (a) the applicable price changes of the constituent securities of the TR Index and any dividends and distributions paid in respect of such securities, without deduction of any withholding tax or other amounts accruing thereon to which an investor holding the constituent securities of the Reference Index would typically be exposed, less (b) the Adjusted Return Factor.
The performance of the Reference Index will vary higher or lower from the performance of the TR Index over the term of the Note Securities depending on whether the impact of the dividends and other distributions reinvested in the TR Index is greater or less than the impact the Adjusted Return Factor has on the Closing Level over the term of the Note Securities.
Further information about the Reference Index and its constituent issuers is available on the following website: www.solactive.com and information from this website is not incorporated by reference into this Pricing Supplement.
INVESTMENT STRATEGY SUPPORTING A PURCHASE OF THE NOTE SECURITIES
NBC Auto Callable Contingent Income Note Securities (Maturity-Monitored Barrier)
You should consider a purchase of the Note Securities rather than alternative investments (including a direct purchase of the Reference Asset or exposure to it) if you expect that:
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(i) the Reference Portfolio Return will be equal to or higher than the Coupon Payment Threshold on the Coupon Payment Valuation Dates; and
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(ii) the Reference Portfolio Return will be equal to or higher than the Call Threshold on at least one Call Valuation Date or positive on the Final Valuation Date; or
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(iii) if the Reference Portfolio Return is lower than the Call Threshold on every Call Valuation Date and is negative on the Final Valuation Date, the Reference Portfolio Return will be equal to or higher than the Barrier on the Final Valuation Date.
If your expectations of the Reference Portfolio Return differ from these, you should consider alternative investments rather than an investment in the Note Securities.
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SUITABILITY OF THE NOTE SECURITIES FOR INVESTORS
NBC Auto Callable Contingent Income Note Securities (Maturity-Monitored Barrier)
The Note Securities are not suitable for all investors. In determining whether the Note Securities are a suitable investment for you please consider that:
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(i) the Note Securities provide no guaranteed Coupon Payments and if the Reference Portfolio Return is lower than the Coupon Payment Threshold on a Coupon Payment Valuation Date, you will receive no Coupon Payment on the related Coupon Payment Date, and you will receive no Coupon Payments over the term of the Note Securities if this occurs on all Coupon Payment Valuation Dates;
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(ii) the Note Securities provide no protection for your original principal investment and if (i) the Reference Portfolio Return is lower than the Call Threshold on every Call Valuation Date and is lower than the Barrier on the Final Valuation Date, and (ii) the sum of the resulting Maturity Redemption Payment and the aggregate Coupon Payments paid during the term of the Note Securities is less than the Principal Amount, you will receive an amount which is less than your original principal investment over the term of the Note Securities;
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(iii) in a scenario where the Reference Portfolio Return is equal to or higher than the Call Threshold on a Call Valuation Date or positive on the Final Valuation Date, there will be no Variable Return paid if the Reference Portfolio Return on such date is not above the Variable Return Threshold;
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(iv) any positive Reference Portfolio Return in excess of the Variable Return Threshold on a Call Valuation Date or on the Final Valuation Date will be multiplied by a Participation Factor which will result in a Holder receiving less than 100% of such excess positive Reference Portfolio Return, if the Participation Factor is less than 100%;
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(v) your Note Securities will be redeemed automatically prior to the Maturity Date if on any Call Valuation Date the Reference Portfolio Return is equal to or higher than the Call Threshold;
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(vi) your investment strategy should be consistent with the investment features of the Note Securities;
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(vii) your investment time horizon should correspond with the term of the Note Securities; and
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(viii) your investment will be subject to the risk factors summarized in the section “Risk Factors” in this Pricing Supplement, the Prospectus Supplement and the Prospectus.
USE OF THE REFERENCE ASSET
The Note Securities are not sponsored, promoted, sold or supported in any other manner by Solactive AG nor does Solactive AG offer any express or implicit guarantee or assurance either with regards to the results of using the Reference Index and/or Reference Index trade mark or the Reference Index price at any time or in any other respect. The Reference Index is calculated and published by Solactive AG. Solactive AG uses its best efforts to ensure that the Reference Index is calculated correctly. Irrespective of its obligations towards the Bank, Solactive AG has no obligation to point out errors in the Reference Index to third parties including but not limited to investors and/or financial intermediaries of the Note Securities. Neither publication of the Reference Index by Solactive AG nor the licensing of the Reference Index or Reference Index trade mark for the purpose of use in connection with the Note Securities constitutes a recommendation by Solactive AG to invest capital in said Note Securities nor does it in any way represent an assurance or opinion of Solactive AG with regards to any investment in these Note Securities.
Prospective investors should independently investigate the Reference Asset and decide whether an investment in the Note Securities is appropriate.
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DOCUMENTS INCORPORATED BY REFERENCE
In addition to this Pricing Supplement, the following documents are specifically incorporated by reference into, and form an integral part of, the Prospectus as of the date of this Pricing Supplement:
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(i) the Audited Consolidated Financial Statements for the year ended October 31, 2020, which include comparative consolidated financial statements of the Bank for the year ended October 31, 2019, together with the Independent Auditor’s Report thereon;
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(ii) the Management’s Discussion and Analysis for the year ended October 31, 2020, as contained in the Bank’s 2020 Annual Report;
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(iii) the Bank’s Annual Information Form dated December 1, 2020;
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(iv) the Material Change Report dated January 26, 2021 announcing the appointment of Laurent Ferreira as Chief Operating Officer effective February 1, 2021;
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(v) the Management Proxy Circular dated February 24, 2021 in connection with the Bank’s annual meeting of shareholders held on April 23, 2021;
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(vi) the Material Change Report dated August 11, 2021 announcing the appointment of Laurent Ferreira as President and Chief Executive Officer effective November 1, 2021 following Louis Vachon’s decision to retire on October 31, 2021; and
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(vii) the unaudited interim condensed consolidated financial statements of the Bank for the third quarter ended July 31, 2021, which include comparative unaudited interim condensed consolidated financial statements of the Bank for the third quarter ended July 31, 2020, together with the Management’s Discussion and Analysis as contained in the Bank’s Report to Shareholders for the Third Quarter 2021.
MARKETING MATERIALS
Any template version of “marketing materials” (as defined in National Instrument 41-101 – General Prospectus Requirements ) filed with the securities regulatory authorities in each of the provinces and territories of Canada in connection with this offering after the date or filing hereof but prior to the termination of the distribution of the Note Securities under this Pricing Supplement (including any amendments to, or an amended version of, the marketing materials) is deemed to be incorporated by reference herein. Any such marketing materials are not part of this Pricing Supplement to the extent that the contents of the marketing materials have been modified or superseded by a statement contained in an amendment to this Pricing Supplement.
COVID-19 RISK FACTOR
The COVID-19 pandemic has had disruptive and adverse impacts in the countries where the Bank conducts business and, more broadly, on the global economy. Among other things, COVID-19 sent stock markets into sharp decline and rendered them more volatile, disrupted global supply chains, and provoked a rapid and sudden rise in unemployment and an economic slowdown. The actual impact of the pandemic will depend on future events that are highly uncertain and cannot be predicted. Disruptions caused by COVID-19 could have a material adverse effect on the level of the Reference Asset and constituents of the Reference Asset (if applicable) and the return on the Note Securities. In particular, an increase in market volatility could make it more likely for Note Securities with a Barrier feature for such Barrier to be reached with potential adverse consequences to Holders.
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REFERENCE INDEX RISK FACTORS
Performance of the Reference Index will be less than that of the TR Index or a direct investment in the constituent securities of the TR Index
The Reference Index aims to track the gross total return performance of the TR Index as reduced by the Adjusted Return Factor. Accordingly, the performance of Reference Index will be less than that which could be achieved through a direct investment in the TR Index or the constituent securities of the TR Index. Since the Closing Level is based on the application of the Adjusted Return Factor to daily changes in the closing level of the TR Index, the difference between the Reference Index and the TR Index over a longer period is subject to the effects of compounding returns and, as a result, may be greater or less than the Adjusted Return Factor pro-rated over the same period.
Moreover, in order for the Closing Level to increase from the Issuance Date to the first Call Valuation Date or from one Call Valuation Date to the next, the aggregate gross total return performance of the constituent securities of the TR Index over such period of time must increase by more than the applicable Adjusted Return Factor.
Performance of the Reference Index will be affected by the ability of issuers comprising the TR Index to pay dividends
The return on the Note Securities is calculated with reference to the performance of the Reference Index which aims to track the gross total return performance of the TR Index as reduced by an Adjusted Return Factor. The performance of the Reference Index will be affected by the ability of the constituents of the TR Index to pay dividends or make distributions in respect of the equity securities included in such TR Index. The dividend payment history in respect of the equity securities of the issuers comprising the TR Index are not indicative of future payments. Future dividend payments are uncertain and depend upon various factors, including, without limitation, the financial position, earnings ratio and cash requirements of the applicable issuer of securities, legal and regulatory requirements and guidance, and the state of financial markets in general. It is not possible to predict the future level of dividends or distributions paid in respect of the components of the TR Index.
The Reference Index and TR Index have a limited performance history
The Reference Index and TR Index were first launched and published on August 13, 2020. Accordingly, there is limited performance history for the Reference Index and the TR Index to evaluate the prior performance of the Reference Index and TR Index, and as such, the Note Securities may perform in unexpected ways and may involve greater risk than Note Securities linked to one or more indices with a more established record of performance. This may make it more difficult for an investor to make an informed decision with respect to the Note Securities.
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