THE BANK OF NOVA SCOTIA Conformed Copy
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 19 January 2023
The Bank of Nova Scotia
LEI: L3I9ZG2KFGXZ61BMYR72
Issue of USD183,600,000 5.25 per cent. Senior Notes due 23 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, 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 together constitute a base prospectus (the "Prospectus") for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") / 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 as so supplemented in order to obtain all relevant information. The Prospectus and the supplemental prospectus are 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: | The Bank of Nova Scotia |
(ii) | Branch of Account: | Head Office, Toronto | |
2. | (i) | Series Number: | 416 |
(ii) | Tranche Number: | 1 | |
(iii) | Date on which the Notes will be | Not Applicable | |
consolidated and form a single Series: | |||
3. | Specified Currency or Currencies: | United States Dollars ("USD") |
4. Aggregate Principal Amount:
(i) | Series: | USD183,600,000 | |
(ii) | Tranche: | USD183,600,000 | |
5. | Issue Price: | 100.00 per cent. of the Aggregate Principal | |
Amount | |||
6. | (i) | Specified Denomination(s): | USD200,000 |
(ii) | Calculation Amount: | USD200,000 |
7. | (i) | Issue Date: | 23 January 2023 |
(ii) | Interest Commencement Date: | 23 January 2023 | |
8. | Maturity Date: | 23 January 2024 | |
9. | Interest Basis: | 5.25 per cent. Fixed 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: | Applicable | |
(i) | Interest Rate(s): | 5.25 per cent. per annum payable annually in | |
arrear | |||
(ii) | Interest Payment Date(s): | 23 January 2024, subject to adjustment for | |
payment purposes only in accordance with the | |||
Business Day Convention set out in (iii) below | |||
(iii) | Business Day Convention: | Modified Following Business Day Convention | |
(iv) | Business Centre(s): | London, New York and Toronto | |
(v) | Fixed Coupon Amount (s): | USD10,500 per Calculation Amount | |
(vi) | Broken Amount(s): | Not Applicable | |
(vii) | Day Count Fraction: | 30/360 | |
(viii) | Calculation Agent: | Not Applicable | |
(ix) | Benchmark- Replacement- ARRC | Not Applicable | |
(Condition 4(n)): | |||
(xi) | Range Accrual: | Not Applicable |
16. | Floating Rate Note Provisions | Not Applicable |
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 | USD200,000 per Calculation Amount |
22. Early Redemption Amount
Early Redemption Amount(s) of each Note | USD200,000 per Calculation | |
payable on redemption for taxation | Amount | |
reasons, or on Event of Default: | ||
23. | Provision relating to the NVCC | Not Applicable: the Notes are not Subordinated |
Automatic Conversion | Notes | |
(Condition 10(b)) |
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24. Form of Notes:
Registered Notes:
- New Global Note (in respect of Bearer Notes) or New Safekeeping Structure (in the case of Registered Notes):
- Financial Centre(s) or other special provisions relating to Payment Dates: (Condition 6(h))
- Talons for future Coupons or Receipts to be attached to definitive Notes (and dates on which such Talons mature):
Registered Notes in the form of a Certificate registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg/a common safekeeper for Euroclear and Clearstream, Luxembourg
No
London, New York and Toronto
No
- 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: | "Darren Potter" | |
________________________________________ |
Duly authorised
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The Bank of Nova Scotia published this content on 24 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 January 2023 14:18:06 UTC.
