FINAL TERMS
UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of the domestic law of the United Kingdom (the "UK") by virtue of the European Union (Withdrawal) Act 2018, as amended ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II / Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA"); (ii) a customer within the meaning of the provisions of the UK Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law of the UK by virtue of the EUWA (as amended, the "UK Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended) as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Final Terms dated 9 January 2023
The Bank of Nova Scotia
LEI: L3I9ZG2KFGXZ61BMYR72
Issue of GBP 200,000,000 Floating Rate Senior Notes due January 2024
under the U.S.$30,000,000,000
Euro Medium Term Note Programme
PART A - CONTRACTUAL TERMS
This document constitutes the final terms relating to the issue of Notes described herein.
Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the "Conditions") set forth in the prospectus dated 30 June 2022, as supplemented by the first supplemental Prospectus dated 26 July 2022, the second supplemental Prospectus dated 23 August 2022, the third supplemental Prospectus dated 29 September 2022 and the fourth supplemental Prospectus dated 12 December 2022, which collectively constitutes a base prospectus (the "Prospectus") for the purposes of the UK Prospectus Regulation. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the UK Prospectus Regulation and must be read in conjunction with such Prospectus in order to obtain all relevant information. The Prospectus is available for viewing during normal office hours at the office of the Fiscal Agent, Registrar and Transfer Agent and copies may be obtained from the principal office of the Issuer and may also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.htmlunder the name of the Issuer.
INVESTORS SHOULD REFER TO THE SECTION HEADED "RISK FACTORS" IN THE PROSPECTUS FOR A DISCUSSION OF CERTAIN MATTERS THAT SHOULD BE CONSIDERED WHEN MAKING A DECISION TO INVEST IN THE NOTES.
1. | (i) | Issuer: |
- Branch of Account:
- (i) Series Number:
- Tranche Number:
- Date on which the Notes will be consolidated and form a single Series:
- Specified Currency or Currencies:
- Aggregate Principal Amount:
- Series:
- Tranche:
- Issue Price:
- (i) Specified Denomination(s):
- Calculation Amount:
- (i) Issue Date:
- Interest Commencement Date:
The Bank of Nova Scotia Head Office, Toronto 414 1
Not Applicable
Pound Sterling (GBP)
GBP 200,000,000
GBP 200,000,000
100.495 per cent. of the Aggregate Principal Amount
GBP 100,000
GBP 100,000
11 January 2023
11 January 2023
8. | Maturity Date: | 11 January 2024 subject to adjustment for | |||
calculation of interest and for payment purposes | |||||
in accordance with the Business Day Convention | |||||
set out in paragraph 16(iii) below | |||||
9. | Interest Basis: | SONIA + 1 per cent. Floating Rate | |||
10. | Redemption/Payment Basis: | Redemption at par | |||
11. | Change of Interest: | Not Applicable | |||
12. | Put/Call Options: | Not Applicable | |||
13. | Status of the Notes: | Senior Notes | |||
14. | Bail-inable Notes: | No | |||
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||||
15. | Fixed Rate Note Provisions: | Not Applicable | |||
16. | Floating Rate Note Provisions | Applicable | |||
(i) | Interest Period Dates: | Each Interest Payment Date | |||
(ii) | Interest Payment Date(s): | Quarterly in arrear, on 11 January 11 April, 11 | |||
July, 11 October until the Maturity Date, | |||||
commencing on 11 April 2023 | |||||
(iii) | Business Day Convention: | Modified Following Business Day Convention | |||
(iv) | Business Centre(s): | London, New York, Toronto and TARGET2 | |||
(v) | Manner in which the Interest Rate | Screen Rate Determination | |||
and Interest Amount is to be | |||||
determined: | |||||
(vi) | Screen Rate Determination: | Applicable | |||
(a) | Primary Source: | Screen Rate | |||
(b) | Benchmark: | SONIA | |||
(c) | Calculation Method: | Compounded Daily Rate | |||
(d) | Observation Method: | Lag | |||
(e) | Relevant Screen Page: | Reuters Screen SONIA (Overnight) Page (or any | |||
replacement thereto) | |||||
(f) | SONIA | Compounded | Not Applicable | ||
Index: |
(g) | Interest Determination | The fifth London Banking Day prior to the end of |
Date(s): | each Interest Accrual Period | |
(h) | Relevant Currency: | GBP |
(i) | Representative Amount: | Not Applicable |
(j) | Observation Look-Back | 5 London Banking Days |
Period: |
(k) | Relevant Number: | Not Applicable | ||||
(vii) | ISDA Determination: | Not Applicable | ||||
(viii) | CMS Rate: | Not Applicable | ||||
(ix) | Floating Rate Spread: | Not Applicable | ||||
(x) | Range Accrual: | Not Applicable | ||||
(xi) | Margin(s): | +1 per cent. per annum | ||||
(xii) | Rate Multiplier: | Not Applicable | ||||
(xiii) | Minimum Interest Rate: | 0.00 percent. per annum | ||||
(xiv) | Maximum Interest Rate: | 60.00 percent. per annum | ||||
(xv) | Day Count Fraction: | Actual/365F | ||||
(xvi) | Effective Date: | First day of the Interest Accrual Period to which | ||||
the Interest Determination Date relates | ||||||
(xvii) | Calculation Agent: | The Bank of Nova Scotia | ||||
(xviii) | Benchmark- Replacement- ARRC | Not Applicable | ||||
(Condition 4(n)): | ||||||
17. | Zero Coupon/High Interest/Low | Not Applicable | ||||
Interest Note Provisions | ||||||
PROVISIONS RELATING TO REDEMPTION | ||||||
18. | Issuer Option (Call) | Not Applicable | ||||
19. | Noteholder Option (Put) | Not Applicable | ||||
20. | Bail-inable | Notes | - | TLAC | Not Applicable | |
Disqualification Event Call: | ||||||
21. | Final Redemption Amount of each Note | GBP 100,000 per Calculation Amount |
- Early Redemption Amount
Early Redemption Amount(s) of each Note payable on redemption for taxation reasons or on Event of Default: - Provision relating to the NVCC Automatic Conversion
(Condition 10(b))
Not applicable: The Notes are not redeemable prior to their stated maturity except for taxation reasons.
Not Applicable: the Notes are not Subordinated Notes
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24. | Form of Notes: | Registered Notes: Registered Notes in the |
form of a Certificate registered in the name of a |
nominee for a common depositary for Euroclear and Clearstream, Luxembourg.
25. New Global Note (in respect of Bearer No Notes) or New Safekeeping Structure (in
the case of Registered Notes):
26. | Financial Centre(s) or other special | London, New York, Toronto and TARGET2 |
provisions relating to Payment Dates: | ||
(Condition 6(h)) | ||
27. | Talons for future Coupons or Receipts to | No |
be attached to definitive Notes (and dates | ||
on which such Talons mature): |
- Unmatured Coupons to become void on Yes early redemption:
-
Details relating to Instalment Notes: Not Applicable Instalment Amount, Instalment Date,
Maximum Instalment Amount, Minimum Instalment Amount:
30. | Redenomination | Not Applicable |
Signed on behalf of the Issuer:
By: ________________________________________
Duly authorised
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The Bank of Nova Scotia published this content on 13 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 January 2023 14:09:04 UTC.