April 2024
Pricing Supplement
Dated April 30, 2024
Registration Statement No. 333-261476
Filed pursuant to Rule 424(b)(2)
(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)
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SUMMARY TERMS
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Issuer:
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The Bank of Nova Scotia (“BNS”)
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Issue:
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Senior Note Program, Series A
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Underlying index:
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S&P 500® Index (Bloomberg Ticker: “SPX”)
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Aggregate principal amount:
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$13,890,000
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Stated principal amount:
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$1,000.00 per note
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Issue price:
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$1,000.00 per note (see “Commissions and issue price” below)
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Minimum investment:
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$1,000.00 (1 note)
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Coupon:
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None
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Pricing date:
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April 30, 2024
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Original issue date:
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May 3, 2024 (3 business days after the pricing 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 the notes will settle in three business days (T+3), to specify alternative settlement arrangements to prevent a failed settlement of the secondary market trade.
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Valuation date:
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April 30, 2027, subject to postponement in the event of a market disruption event as described in the accompanying product supplement.
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Maturity date:
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May 5, 2027, subject to postponement in the event of a market disruption event, as described in the accompanying product supplement
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Payment at maturity per note:
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◾ If the
final index value is greater than the initial index value:
$1,000.00 + supplemental redemption amount
In no event will the payment at maturity exceed the maximum payment at maturity.
◾ If the final
index value is less than or equal to the initial index value:
$1,000.00
All payments on the notes are subject to the credit risk of BNS.
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Underlying return:
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(final index value − initial index value) / initial index value
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Supplemental redemption
amount:
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$1,000.00 × underlying return
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Maximum gain:
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25.75%
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Maximum payment at maturity:
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$1,257.50 per note (125.75% of the stated principal amount)
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Initial index value:
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5,035.69, which is equal to the index closing value of the underlying index on the pricing date, as determined by the calculation agent and as may be adjusted as described under “General Terms
of the Notes — Unavailability of the Closing Value of a Reference Asset; Adjustments to a Reference Asset — Unavailability of the Closing Value of a Reference Index; Alternative Calculation Methodology”, as described in the accompanying
product supplement.
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Final index value:
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The index closing value of the underlying index on the valuation date, as determined by the calculation agent and as may be adjusted as described under “General Terms of the Notes —
Unavailability of the Closing Value of a Reference Asset; Adjustments to a Reference Asset — Unavailability of the Closing Value of a Reference Index; Alternative Calculation Methodology”, as described in the accompanying product
supplement.
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CUSIP/ISIN:
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06417YR92 / US06417YR921
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Listing:
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The notes will not be listed or displayed on any securities exchange or any electronic communications network.
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Calculation agent:
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Scotia Capital Inc.
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Agent:
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Scotia Capital (USA) Inc. (“SCUSA”),an affiliate of BNS. See “Supplemental information regarding plan of distribution (conflicts of interest); secondary markets (if any).”
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Estimated value on the pricing
date:
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$963.70 per stated principal amount, which is less than the issue price listed above. See “Additional Information About the Notes — Additional information regarding estimated value of the notes” herein and “Risk
Factors — Risks Relating to Estimated Value and Liquidity” beginning on page 8 of this document for additional information. The actual value of your notes at any time will reflect many factors and cannot be predicted with accuracy.
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Commissions and issue price:
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Price to Public(1)
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Fees and Commissions(1)
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Proceeds to Issuer
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Per note:
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$1,000.00
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$25.00(a)
+ $5.00(b)
$30.00
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$970.00
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Total:
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$13,890,000.00
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$416,700.00
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$13,473,300.00
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(1) |
SCUSA, has agreed to purchase the notes at the stated principal amount and, as part of the distribution of the notes, has agreed to sell all of the notes to Morgan Stanley Smith Barney LLC
(“Morgan Stanley Wealth Management”) at an underwriting discount which reflects:
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(a)
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a fixed sales commission of $25.00 per $1,000.00 stated principal amount of the notes that Morgan Stanley Wealth Management sells and
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(b) |
a fixed structuring fee of $5.00 per $1,000.00 stated principal amount of the notes that Morgan Stanley Wealth Management sells,
|
$13,890,000 Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2027
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♦ |
Product Supplement (Market-Linked Notes, Series A) dated December 29, 2021:
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♦ |
Underlier Supplement dated December 29, 2021:
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♦ |
Prospectus Supplement dated December 29, 2021:
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♦ |
Prospectus dated December 29, 2021:
|
$13,890,000 Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2027
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◾ |
To achieve similar levels of upside exposure to the underlying index as that of a direct investment, subject to the maximum payment at maturity; however, by investing in the notes, you will not be entitled to receive any dividends paid
with respect to the stocks comprising the underlying index (the “index constituent stocks”) or any interest payments, and your return will not exceed the maximum payment at maturity. You should carefully consider whether an investment that
does not provide for any dividends, interest payments or exposure to the positive performance of the underlying index beyond a value that exceeds the maximum gain is appropriate for you.
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◾ |
To obtain full protection against any negative performance in the underlying index, subject to the credit risk of BNS.
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Maturity:
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Approximately 36 months
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Maximum payment at maturity:
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$1,257.50 per note (125.75% of the stated principal amount)
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Maximum gain:
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25.75%
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Coupon:
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None
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Minimum payment at maturity:
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$1,000.00 (100.00% of the stated principal amount).
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Listing:
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The notes will not be listed or displayed on any securities exchange
or any electronic communications network.
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Upside Scenario
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If the final index value is greater than the initial index value, at maturity you will receive the stated principal amount of $1,000.00 plus the supplemental redemption
amount, subject to the maximum payment at maturity of $1,257.50 per note (125.75% of the stated principal amount).
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Par Scenario
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If the final index value is less than or equal to the initial index value, at maturity you will receive the stated principal amount.
|
$13,890,000 Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2027
|
■ |
You fully understand and are willing to accept the risks of an investment in the notes
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You are willing to make an investment that may not provide any positive return on investment
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You believe that the final index value will be greater than the initial index value and you understand and accept that any positive return that you earn on the notes will not exceed the maximum gain
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You can tolerate fluctuations in the market prices of the notes prior to maturity that may be similar to or exceed the fluctuations in the value of the underlying index
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You do not seek current income from your investment and are willing to forgo any dividends paid on any index constituent stocks
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You are willing and able to hold the notes to maturity, a term of approximately 36 months, and accept that there may be little or no secondary market for the notes
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You understand and are willing to accept the risks associated with the underlying index
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You are willing to assume the credit risk of BNS for all payments under the notes, and you understand that if BNS defaults on its obligations you may not receive any amounts due to you, including any repayment of principal
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You do not fully understand or are unwilling to accept the risks of an investment in the notes
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You are unwilling to make an investment that may not provide any positive return on investment
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You believe that the final index value will not be greater than the initial index value
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You seek an investment that has an unlimited return potential or you do not understand or cannot accept that your potential return on the notes is limited to the maximum gain
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You cannot tolerate fluctuations in the market price of the notes prior to maturity that may be similar to or exceed the fluctuations in the value of the underlying index
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You seek current income from your investment or prefer to receive the dividends paid on the index constituent stocks
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You are unable or unwilling to hold the notes to maturity, a term of approximately 36 months, or seek an investment for which there will be an active secondary market
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You do not understand or are not willing to accept the risks associated with the underlying index
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You are not willing to assume the credit risk of BNS for all payments under the notes, including any repayment of principal
|
$13,890,000 Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2027
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Stated principal amount:
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$1,000.00 per note
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Hypothetical initial index value:
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5,000.00
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Maximum payment at maturity:
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$1,257.50 per note
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Maximum gain:
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25.75%
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Minimum payment at maturity:
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$1,000.00 (100.00% of the stated principal amount)
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Final index value
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Underlying return
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Payment at maturity per
note:
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Return on the notes
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7,500.00
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+50.00%
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$1,257.50
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25.75%
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7,000.00
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+40.00%
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$1,257.50
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25.75%
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6,500.00
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+30.00%
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$1,257.50
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25.75%
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6,287.50
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+25.75%
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$1,257.50
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25.75%
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6,200.00
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+24.00%
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$1,240.00
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+24.00%
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5,800.00
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+16.00%
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$1,160.00
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+16.00%
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5,400.00
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+8.00%
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$1,080.00
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+8.00%
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5,000.00
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0.00%
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$1,000.00
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0.00%
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4,500.00
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-10.00%
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$1,000.00
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0.00%
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4,000.00
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-20.00%
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$1,000.00
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0.00%
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3,500.00
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-30.00%
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$1,000.00
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0.00%
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3,000.00
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-40.00%
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$1,000.00
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0.00%
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2,500.00
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-50.00%
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$1,000.00
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0.00%
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1,250.00
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-75.00%
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$1,000.00
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0.00%
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0.00
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-100.00%
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$1,000.00
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0.00%
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Final index value
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5,400.00
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Underlying return
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(5,400.00 – 5,000.00) / 5,000.00 = 8.00%
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Payment at maturity
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= $1,000.00 + supplemental redemption amount, subject to the maximum payment at maturity
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= $1,000.00 + ($1,000.00 × underlying return), subject to the maximum payment at maturity
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= $1,000.00 + ($1,000.00 × 8.00%), subject to the maximum payment at maturity
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= $1,080.00
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$13,890,000 Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2027
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Final index value
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7,500.00
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Underlying return
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(7,500.00 – 5,000.00) / 5,000.00 = 50.00%
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Payment at maturity
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= $1,000.00 + supplemental redemption amount, subject to the maximum payment at maturity
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= $1,000.00 + ($1,000.00 × underlying return), subject to the maximum payment at maturity
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= maximum payment at maturity of $1,257.50 per note
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Final index value
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4,500.00
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Underlying return
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(4,500.00 – 5,000.00) / 5,000.00 = -10.00%
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Payment at maturity
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= $1,000.00
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$13,890,000 Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2027
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◾ |
You may not receive any positive return. If the final index value is equal to or less than the initial index value, the amount that you receive at maturity will be limited to the stated principal
amount of your notes and you will not earn any positive return. The return of your stated principal amount at maturity will not compensate you for any loss in value due to inflation and other factors relating to the value of money over
time.
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◾ |
The stated payout from the issuer applies only at maturity. You should be willing to hold your notes to maturity. The stated payout is available only if you hold your notes to maturity. If you are
able to sell your notes prior to maturity in the secondary market, you may have to sell them at a loss relative to your investment in the notes even if the then-current value of the underlying index is equal to or greater than the initial
index value. All payments on the notes are subject to the credit risk of BNS.
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Your potential return on the notes is limited to the maximum gain. The return potential of the notes is limited to the maximum gain. Therefore, you will not benefit from any positive underlying
return in excess of an amount that exceeds the maximum gain. Your return on the notes may be less than that of a hypothetical direct investment in the underlying index or the index constituent stocks.
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◾ |
You will not receive any interest payments. BNS will not pay any interest with respect to the notes.
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The amount payable on the notes is not linked to the value of the underlying index at any time other than the valuation date. The final
index value will be based on the index closing value on the valuation date, subject to postponement for non-trading days and certain market disruption events. If the value of the underlying index falls on the valuation date, the payment
at maturity may be significantly less than it would have been had the payment at maturity been linked to the value of the underlying index at any time prior to such drop. If the final index value is equal to or less than the initial index
value, you will not receive a positive return on the notes, even if the value of the index at other times during the term of the notes prior to the index closing value on the valuation date was greater than the initial index value.
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Owning the notes is not the same as owning the index constituent stocks. The return on your notes may not reflect the return you would realize if you actually owned the index constituent stocks.
For instance, you will not benefit from any positive underlying return that is greater than the maximum gain. Furthermore, you will not receive or be entitled to receive any dividend payments or other distributions paid on the index
constituent stocks, and any such dividends or distributions will not be factored into the calculation of the payment at maturity on your notes. In addition, as an owner of the notes, you will not have voting rights or any other rights that
a holder of the index constituent stocks may have.
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◾ |
An investment in the notes involves market risk associated with the underlying index. The return on the notes is linked to the performance of the underlying index and indirectly linked to the value
of the index constituent stocks. The value of the underlying index can rise or fall sharply due to factors specific to the underlying index or its index constituent stocks and their issuers (the “index constituent stock issuers”), such as
stock or commodity price volatility, earnings, financial conditions, corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general stock market or
commodity market volatility and values, interest rates and economic, political and other conditions. You, as an investor in the notes, should make your own investigation into the underlying index and the index constituent stocks.
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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 value of the underlying index will rise
or fall and there can be no assurance that the underlying return will be positive. The final index value (and therefore the underlying return) will be influenced by complex and interrelated political, economic, financial and other factors
that affect the index constituent stock issuers. You should be willing to accept the risks associated with the relevant markets tracked by the underlying index in general and each index constituent stock in particular, and the risk of not
receive a positive return on the notes.
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$13,890,000 Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2027
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■ |
The underlying index reflects price return, not total return. The return on the notes is based on the performance of the underlying index, which reflects the changes in the market prices of the
index constituent stocks. It is not, however, linked to a “total return” index or strategy, which, in addition to reflecting those price returns, would also reflect any dividends paid on the index constituent stocks. The return on the notes
will not include such a total return feature or dividend component.
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Changes affecting the underlying index could have an adverse effect on the market value of, and any amount payable on, the notes. The policies of the index sponsor as specified under “Information
About the Underlying Index” (the “index sponsor”), concerning additions, deletions and substitutions of the index constituent stocks and the manner in which the index sponsor takes account of certain changes affecting those index
constituent stocks may adversely affect the value of the underlying index. The policies of the index sponsor with respect to the calculation of the underlying index could also adversely affect the value of the underlying index. The index
sponsor may discontinue or suspend calculation or dissemination of the underlying index. Any such actions could have an adverse effect on the market value of, and any amount payable on, the notes.
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There is no affiliation between the index sponsor and BNS, and BNS is not responsible for any disclosure by such index sponsor. We or our affiliates may currently, or from time to time engage in
business with the index sponsor. However, we and our affiliates are not affiliated with the index sponsor and have no ability to control or predict its actions. You, as an investor in the notes, should conduct your own independent
investigation of the index sponsor and the underlying index. The index sponsor is not involved in the notes offered hereby in any way and has no obligation of any sort with respect to your notes. The index sponsor has no obligation to take
your interests into consideration for any reason, including when taking any actions that might affect the value of, and any amounts payable on, your notes.
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BNS’ initial estimated value of the notes at the time of pricing (when the terms of your notes were set on the pricing date) 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.
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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.
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■ |
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 when the terms of the notes were set. These pricing models consider certain factors, such as BNS’ internal funding rate on the pricing 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 index, 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.
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■ |
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.
|
$13,890,000 Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2027
|
■ |
The price at which SCUSA would buy or sell your notes (if SCUSA makes a market, which it is not obligated to do) will be based on SCUSA’s estimated value of your notes. 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 your notes in the secondary market (if SCUSA makes a market, which it is not
obligated to do) exceeds SCUSA’s estimated value of your notes at the time of pricing. As agreed by SCUSA and the distribution participants, this excess is expected to decline to zero over the period specified under “Additional Information
About the notes — Supplemental information regarding plan of distribution (conflicts of interest); secondary markets (if any)”. Thereafter, if SCUSA buys or sells your 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 your notes at any time also will reflect its then-current bid and ask spread for similar sized trades of structured notes. If SCUSA
calculated its estimated value of your notes by reference to BNS’ credit spreads or the borrowing rate BNS would pay for its conventional fixed-rate debt securities (as opposed to BNS’ internal funding rate), the price at which SCUSA would
buy or sell your notes (if SCUSA makes a market, which it is not obligated to do) could be significantly lower.
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■ |
The price of the notes prior to maturity will depend on a number of factors and may be substantially less than the stated principal amount. The price at which the notes may be sold prior to
maturity will depend on a number of factors. Some of these factors include, but are not limited to: (i) actual or anticipated changes in the value of the underlying index over the full term of the notes, (ii) volatility of the value of the
underlying index and the index constituent stocks and the market's perception of future volatility of the foregoing, (iii) changes in interest rates generally, (iv) any actual or anticipated changes in our credit ratings or credit spreads,
(v) dividend yields on the index constituent stocks and (vi) time remaining to maturity. In particular, because the provisions of the notes relating to 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.
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■ |
Payments on the notes are subject to the 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 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 owed to you under the terms of the notes and you could lose your entire investment in the notes.
|
$13,890,000 Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2027
|
■ |
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 index
constituent stocks and/or purchasing futures, options and/or other instruments linked to the underlying index and/or one or more of the index constituent stocks. We, SCUSA or one or more of our other 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 index and/or one or more of the index constituent stocks, at any time and from time to time, and to unwind the
hedge by selling any of the foregoing on or before the valuation date. We, SCUSA or one or more of our other 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 value of the underlying index and/or one or more underlying index and/or the index constituent stocks. Any of these hedging activities may adversely affect the value of the underlying index—directly or
indirectly by affecting the value of their index constituent stocks — and therefore the market value of the notes and the amount you will receive on the notes.
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■ |
We, SCUSA and our other affiliates regularly provide services to, or otherwise have business relationships with, a broad client base, which has included and may include us and the index constituent stock
issuers and the market activities by us, SCUSA or our other affiliates for our or their own respective accounts or for our clients could negatively impact investors in the notes. We, SCUSA and our other 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, SCUSA and/or our other affiliates purchase, sell or hold a broad array of investments, actively trade notes (including
the notes or other notes that we have issued), the index constituent stocks, 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 customers, and we will have other direct or indirect interests, in those notes and in other markets that may not be consistent with your interests and may adversely affect the value of the underlying index 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 index constituent stock 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 value of the underlying index and the market for your notes, and you should expect that our interests
and those of SCUSA and/or our other affiliates, clients or counterparties, will at times be adverse to those of investors in the notes.
|
$13,890,000 Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2027
|
■ |
Activities conducted by BNS and its affiliates may impact the value of the underlying index and the value of the notes. Trading or transactions by BNS, SCUSA or our other affiliates in the
underlying index or any index constituent stocks, listed and/or over-the-counter options, futures, exchange-traded funds or other instruments with returns linked to the performance of the underlying index or any index constituent stocks may
adversely affect the value of the underlying index or index constituent stocks and, therefore, the market value of the notes. See “— 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 the payment at maturity of the notes based on the observed final index value. The calculation agent can postpone the determination of the final index value (and therefore the related maturity date)
if a market disruption event occurs and is continuing with respect to the underlying index on the valuation date.
|
■ |
BNS and its affiliates may publish research or make opinions or recommendations that are inconsistent with an investment in the notes. BNS, SCUSA and our other 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, SCUSA or our other 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 index to which the notes are linked.
|
■ |
Because the notes are subject to special rules governing CPDI for U.S. federal income tax purposes, you generally will be required to pay taxes on ordinary income from the notes even though you will not
receive any payment on the notes prior to the maturity date. If you are a U.S. holder, you generally will be required to pay taxes on ordinary income from the notes over their term based on the comparable yield for the notes, even
though you will not receive any payment on the notes until the maturity date. This comparable yield is determined solely to calculate the amount on which you will be taxed prior to the maturity date and is neither a prediction nor a
guarantee of what the actual yield will be. In addition, any gain you may recognize on the taxable disposition of the notes will be taxed as ordinary interest income. If you purchased the notes in the secondary market, the tax consequences
to you may be different. Please see “Additional Information About the Notes — Tax Considerations” herein for a more detailed discussion. Please also consult your tax advisor concerning the U.S. federal income tax and any other applicable
tax consequences to you of owning your notes in your particular circumstances.
|
■ |
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 “Additional Information About the
Notes — Tax Considerations” and “— Material Canadian Income Tax Consequences” herein.
|
$13,890,000 Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2027
|
Bloomberg Ticker Symbol:
|
SPX <Index>
|
52 Week High (on March 28, 2024):
|
5,254.35
|
Current Index Value:
|
5,035.69
|
52 Week Low (on May 4, 2023):
|
4,061.22
|
52 Weeks Ago (on April 28, 2023):
|
4,169.48
|
$13,890,000 Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2027
|
S&P 500® Index
|
High
|
Low
|
Period End
|
2019
|
|||
First Quarter
|
2,854.88
|
2,447.89
|
2,834.40
|
Second Quarter
|
2,954.18
|
2,744.45
|
2,941.76
|
Third Quarter
|
3,025.86
|
2,840.60
|
2,976.74
|
Fourth Quarter
|
3,240.02
|
2,887.61
|
3,230.78
|
2020
|
|||
First Quarter
|
3,386.15
|
2,237.40
|
2,584.59
|
Second Quarter
|
3,232.39
|
2,470.50
|
3,100.29
|
Third Quarter
|
3,580.84
|
3,115.86
|
3,363.00
|
Fourth Quarter
|
3,756.07
|
3,269.96
|
3,756.07
|
2021
|
|||
First Quarter
|
3,974.54
|
3,700.65
|
3,972.89
|
Second Quarter
|
4,297.50
|
4,019.87
|
4,297.50
|
Third Quarter
|
4,536.95
|
4,258.49
|
4,307.54
|
Fourth Quarter
|
4,793.06
|
4,300.46
|
4,766.18
|
2022
|
|||
First Quarter
|
4,796.56
|
4,170.70
|
4,530.41
|
Second Quarter
|
4,582.64
|
3,666.77
|
3,785.38
|
Third Quarter
|
4,305.20
|
3,585.62
|
3,585.62
|
Fourth Quarter
|
4,080.11
|
3,577.03
|
3,839.50
|
2023
|
|||
First Quarter
|
4,179.76
|
3,808.10
|
4,109.31
|
Second Quarter
|
4,450.38
|
4,055.99
|
4,450.38
|
Third Quarter
|
4,588.96
|
4,273.53
|
4,288.05
|
Fourth Quarter
|
4,783.35
|
4,117.37
|
4,769.83
|
2024
|
|||
First Quarter
|
5,254.35
|
4,688.68
|
5,254.35
|
Second Quarter (through April 30, 2024)
|
5,243.77
|
4,967.23
|
5,035.69
|
$13,890,000 Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2027
|
S&P 500® Index – Daily Index closing values
January 1, 2019 to April 30, 2024
|
$13,890,000 Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2027
|
Additional Provisions:
|
||||
Trustee:
|
Computershare Trust Company, N.A.
|
|||
Calculation agent:
|
Scotia Capital Inc.
|
|||
Trading day:
|
As specified in the product supplement under “General Terms of the Notes — Special Calculation Provisions — Trading Day”.
|
|||
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.
|
|||
Tax redemption:
|
Notwithstanding anything to the contrary in the accompanying product supplement, the provisions 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 document, and for purposes
of the foregoing, the terms used herein mean the corresponding terms as defined in the accompanying product supplement, as specified below:
|
|||
Term used herein
|
Corresponding term in the
accompanying product supplement
|
|||
underlying index
|
reference asset
|
|||
index constituent stocks
|
reference asset constituents
|
|||
stated principal amount
|
principal amount
|
|||
original issue date
|
issue date
|
|||
valuation date
|
final valuation date
|
|||
index closing value
|
closing value
|
|||
initial index value
|
initial value
|
|||
final index value
|
final value
|
|||
underlying return
|
reference asset return
|
|||
Additional information
regarding estimated value of
the notes:
|
On the cover page of this pricing supplement, BNS has provided the initial estimated value for the notes. The initial estimated value was determined by reference to BNS’
internal pricing models, which take into consideration certain factors, such as BNS’ internal funding rate on the pricing date and BNS’ assumptions about market parameters. For more information about the initial estimated value, see “Risk
Factors — Risks Relating to Estimated Value and Liquidity” herein.
The economic terms of the notes are based on BNS’ internal funding rate, which is the rate BNS would pay to borrow funds through the issuance of similar market-linked notes
and the economic terms of certain related hedging arrangements. Due to these factors, the issue price you pay to purchase the notes is greater than the initial estimated value of the notes. BNS’ internal funding rate is typically lower than
the rate BNS would pay when it issues conventional fixed rate debt securities as discussed further under “Risk Factors — Risks Relating to Estimated Value and Liquidity — 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’ use of its internal funding rate reduces the economic terms of the notes to you. We urge you to read the “Risk Factors” in this pricing supplement for additional information.
|
|||
Material Canadian income
tax consequences:
|
See “Supplemental Discussion of Canadian Tax Consequences” in the accompanying product supplement for a discussion of the material Canadian income tax consequences of an
investment in the notes. In addition to the assumptions, limitations and conditions described therein, such discussion assumes that a Non-Resident Holder is not an entity in respect of which BNS is a “specified entity” as defined in
proposals to amend the Income Tax Act (Canada) (the “Act”) released by the Minister of Finance (Canada) on November 28, 2023 with respect to “hybrid mismatch arrangements”, as defined (the “Hybrid Mismatch Proposals”). In general terms, the
Hybrid Mismatch Proposals provide that two entities will be treated as specified entities in respect of one another if one entity, directly or indirectly, holds a 25% equity interest in the other entity, or a third entity, directly or
indirectly, holds a 25% equity interest in both entities.
Such discussion further assumes that no amount paid or payable to a Non-Resident Holder will be the deduction component of a “hybrid mismatch arrangement” under which the
payment arises within the meaning of proposed paragraph 18.4(3)(b) of the Act contained in the Hybrid Mismatch Proposals.
Investors should note that the Hybrid Mismatch Proposals are in consultation form, are highly complex, and there remains significant uncertainty as to their interpretation and
application. There can be no assurance that the Hybrid Mismatch Proposals will be enacted in their current form, or at all.
|
|||
Tax considerations:
|
The U.S. federal income tax consequences of your investment in the notes are uncertain. There are no statutory provisions, regulations, published rulings or
judicial decisions addressing the characterization for U.S. federal income tax purposes of notes with terms that are substantially the same as the notes. Some of these tax consequences are
|
$13,890,000 Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2027
|
summarized below, but we urge you to read the more detailed discussion in “Material U.S. Federal Income Tax Consequences”, in the accompanying
product supplement and to discuss the tax consequences of your particular situation with your tax advisor. This discussion is based upon the U.S. Internal Revenue Code of 1986, as amended (the
“Code”), final, temporary and proposed U.S. Department of the Treasury (the “Treasury”) regulations, rulings and decisions, in each case, as available and in effect as of the date hereof, all of which are subject to change, possibly with
retroactive effect. Tax consequences under state, local and non-U.S. laws are not addressed herein. No ruling from the U.S. Internal Revenue Service (the “IRS”) has been sought as to the U.S. federal income tax consequences of your
investment in the notes, and the following discussion is not binding on the IRS.
U.S. Tax Treatment. Pursuant to the terms of the notes, BNS and you agree, in the absence of a statutory or regulatory change or an
administrative determination or judicial ruling to the contrary, to characterize your notes as contingent payment debt instruments (“CPDI”) subject to taxation under the “noncontingent bond method”. If your notes are so treated, you should
generally, for each accrual period, accrue original issue discount (“OID”) equal to the product of (i) the “comparable yield” (adjusted for the length of the accrual period) and (ii) the “adjusted issue price” of the notes at the beginning
of the accrual period. This amount is ratably allocated to each day in the accrual period and is includible as ordinary interest income by a U.S. holder for each day in the accrual period on which the U.S. holder holds the CPDI, whether or
not the amount of any payment is fixed or determinable in the taxable year. Thus, the noncontingent bond method will result in recognition of income prior to the receipt of cash.
In general, the comparable yield of a CPDI is equal to the yield at which we would issue a fixed rate debt instrument with terms and conditions similar to those of the CPDI,
including the level of subordination, term, timing of payments, and general market conditions. In general, because similar fixed rate debt instruments issued by us are traded at a price that reflects a spread above a benchmark rate, the
comparable yield is the sum of the benchmark rate on the original issue date and the spread.
As the notes have only a single contingent payment at maturity, the adjusted issue price of each note at the beginning of each accrual period is equal to the issue price of
the note plus the amount of OID previously includible in the gross income of the U.S. holder in respect of prior accrual periods.
In addition to the determination of a comparable yield, the noncontingent bond method requires the construction of a projected payment schedule. The projected payment schedule
includes the projected amount for the contingent payment to be made under the CPDI, adjusted to produce the comparable yield. We have determined that the comparable yield for the notes is equal to [●]% per annum, compounded semi-annually,
with a projected payment at maturity of $1,179.54 based on an investment of $1,000.
Based on this comparable yield, if you are an initial holder that holds a note until maturity and you calculate your taxes on a calendar year basis, we
have determined that you would be required to report the following amounts as ordinary interest income from the note, not taking into account any positive or negative adjustments you may be required to take into account based on actual
payments on such note:
|
||||||||
Accrual Period
|
Interest Deemed to Accrue
During Accrual Period
(per $1,000 note)
|
Total Interest Deemed to
Have Accrued From
Original Issue Date
(per $1,000 note)
as of End of Accrual
Period
|
||||||
Original Issue Date through
November 3, 2024
|
$27.85
|
$27.85
|
||||||
November 3, 2024 through
May 3, 2025
|
$28.63
|
$56.48
|
||||||
May 3, 2025 through
November 3, 2025
|
$29.42
|
$85.90
|
||||||
November 3, 2025
through May 3, 2026
|
$30.24
|
$116.14
|
||||||
May 3, 2026 through
November 3, 2026
|
$31.08
|
$147.23
|
||||||
November 3, 2026 through
May 3, 2027
|
$31.95
|
$179.18
|
||||||
May 3, 2027 through
Maturity Date
|
$0.36
|
$179.54
|
||||||
A U.S. holder of the notes is required to use our projected payment schedule to determine its interest accruals and adjustments, unless such holder determines that our
projected payment schedule is unreasonable, in which case such holder must disclose its own projected payment
|
$13,890,000 Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2027
|
schedule in connection with its U.S. federal income tax return and the reason(s) why it is not using our projected payment schedule. Neither the comparable yield nor the
projected payment schedule constitutes a representation by us regarding the actual contingent amount that we will pay on a note.
If the actual amount of the contingent payment at maturity is different from the amount reflected in the projected payment schedule, a U.S. holder is required to make
adjustments in its OID accruals under the noncontingent bond method described above when that amount is paid. An adjustment arising from the contingent payment made at maturity that is greater than the assumed amount of such payment is
referred to as a “positive adjustment”; an adjustment arising from the contingent payment at maturity that is less than the assumed amount of such payment is referred to as a “negative adjustment”. Any positive adjustment for a taxable year
is treated as additional OID income of the U.S. holder. Any net negative adjustment reduces any OID on a note for the taxable year that would otherwise accrue. Any excess is then treated as a current-year ordinary loss to the U.S. holder to
the extent of OID accrued in prior years.
In general, a U.S. holder’s basis in a CPDI is increased by the projected contingent payments accrued by such holder under the projected payment schedule (as determined
without regard to adjustments made to reflect differences between actual and projected payments) and the projected amount of any contingent payments previously made. Gain on the taxable disposition (including cash settlement) of a CPDI
generally is treated as ordinary income. Loss, on the other hand, is treated as ordinary loss only to the extent of the U.S. holder’s prior net OID inclusions (i.e., reduced by the total net negative adjustments previously allowed to the
U.S. holder as an ordinary loss) and capital loss to the extent in excess thereof. However, the deductibility of a capital loss realized on the taxable disposition of a note is subject to limitations. Under the rules governing CPDI, special
rules would apply to a person who purchases notes at a price other than the adjusted issue price as determined for tax purposes.
A U.S. holder that purchases a note for an amount other than the public offering price of the note will be required to adjust its OID inclusions to account for the difference.
These adjustments will affect the U.S. holder’s basis in the note. Reports to U.S. holders may not include these adjustments. U.S. holders that purchase notes at other than the issue price to public should consult their tax advisor
regarding these adjustments.
Investors should consult their tax advisor with respect to the application of the CPDI provisions to the notes.
Based on certain factual representations received from us, our special U.S. tax counsel, Fried, Frank, Harris, Shriver & Jacobson LLP, is of the opinion
that your notes should be treated in the manner described above.
Medicare Tax on Net Investment Income. U.S. holders that are individuals, estates or certain trusts are subject to an additional 3.8%
tax on all or a portion of their “net investment income,” or “undistributed net investment income” in the case of an estate or trust, which may include any income or gain realized with respect to the notes, to the extent of their net
investment income or undistributed net investment income (as the case may be) that, when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint
return (or a surviving spouse), $125,000 for a married individual filing a separate return or the dollar amount at which the highest tax bracket begins for an estate or trust. The 3.8% Medicare tax is determined in a different manner than
the regular income tax. U.S. holders should consult their tax advisors as to the consequences of the 3.8% Medicare tax.
Specified Foreign Financial Assets. U.S. holders may be subject to reporting obligations with respect to their notes if they do not
hold their notes in an account maintained by a financial institution and the aggregate value of their notes and certain other “specified foreign financial assets” (applying certain attribution rules) exceeds an applicable threshold.
Significant penalties can apply if a U.S. holder is required to disclose its notes and fails to do so. Non-U.S. Holders. Subject to “FATCA”, discussed below, if you are a non-U.S. holder you should
generally not be subject to U.S. withholding tax with respect to payments on your notes or to generally applicable information reporting and backup withholding requirements with respect to payments on your notes if you comply with certain
certification and identification requirements as to your non-U.S. status (by providing us (and/or the applicable withholding agent) with a fully completed and duly executed applicable IRS Form W-8). Gain realized from the taxable
disposition of a note generally should not be subject to U.S. tax unless (i) such gain is effectively connected with a trade or business conducted by you in the U.S., (ii) you are a non-resident alien individual and are present in the U.S.
for 183 days or more during the taxable year of such taxable disposition and certain other conditions are satisfied or (iii) you have certain other present or former connections with the U.S.
As discussed above, alternative characterizations of the notes for U.S. federal income tax purposes are possible. Should an alternative characterization of the notes cause
payments with respect to the notes to become subject to withholding tax, we (or the applicable withholding agent) will withhold tax at the applicable statutory rate and we will not make payments of any additional amounts.
FATCA. The Foreign Account Tax Compliance Act (“FATCA”) was enacted on March 18, 2010, and imposes a 30% U.S. withholding tax on
“withholdable payments” (i.e., certain U.S.-source payments, including interest (and original issue discount), dividends, other fixed or determinable annual or periodical gain, profits, and income, and on the gross proceeds from a
disposition of
|
$13,890,000 Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2027
|
property of a type which can produce U.S.-source interest or dividends) and “passthru payments” (i.e., certain payments attributable to withholdable payments) made to certain
foreign financial institutions (and certain of their affiliates) unless the payee foreign financial institution agrees (or is required), among other things, to disclose the identity of any U.S. individual with an account at the institution
(or the relevant affiliate) and to annually report certain information about such account. FATCA also requires withholding agents making withholdable payments to certain foreign entities that do not disclose the name, address, and taxpayer
identification number of any substantial U.S. owners (or do not certify that they do not have any substantial U.S. owners) to withhold tax at a rate of 30%. Under certain circumstances, a holder may be eligible for refunds or credits of
such taxes.
Pursuant to final and temporary Treasury regulations and other IRS guidance, the withholding and reporting requirements under FATCA will generally apply to certain
“withholdable payments”, will not apply to gross proceeds on a sale or disposition, and will apply to certain foreign passthru payments only to the extent that such payments are made after the date that is two years after final regulations
defining the term “foreign passthru payment” are published. If withholding is required, we (or the applicable paying agent) will not be required to pay additional amounts with respect to the amounts so withheld. Foreign financial
institutions and non-financial foreign entities located in jurisdictions that have an intergovernmental agreement with the U.S. governing FATCA may be subject to different rules.
Investors should consult their tax advisors about the application of FATCA, in particular if they may be classified as financial institutions (or if they hold their notes
through a foreign entity) under the FATCA rules.
Backup Withholding and Information Reporting. The proceeds received from a taxable disposition of the notes will be subject to
information reporting unless you are an “exempt recipient” and may also be subject to backup withholding at the rate specified in the Code if you fail to provide certain identifying information (such as an accurate taxpayer number, if you
are a U.S. holder) or meet certain other conditions.
Amounts withheld under the backup withholding rules are not additional taxes and may be refunded or credited against your U.S. federal income tax liability, provided the
required information is furnished to the IRS.
U.S. Federal Estate Tax Treatment of Non-U.S. Holders. A security may be subject to U.S. federal estate tax if an individual non-U.S.
holder holds the notes at the time of his or her death. The gross estate of a non-U.S. holder domiciled outside the U.S. includes only property situated in the U.S. Individual non-U.S. holders should consult their tax advisors regarding the
U.S. federal estate tax consequences of holding the notes at death.
Both U.S. and non-U.S. holders are urged to consult their tax advisors concerning the application of U.S. federal income tax laws to their particular
situations, as well as any tax consequences of the purchase, beneficial ownership and disposition of the notes arising under the laws of any state, local, non-U.S. or other taxing jurisdiction (including that of BNS).
|
|||
Supplemental information
regarding plan of
distribution (conflicts of
interest); secondary markets
(if any):
|
SCUSA, our affiliate, has agreed to purchase the notes at the stated principal amount and, as part of the distribution of the notes, has agreed to sell the notes to Morgan
Stanley Wealth Management with an underwriting discount of $30.00 reflecting a fixed sales commission of $25.00 and fixed structuring fee of $5.00 per $1,000.00 stated principal amount of notes that Morgan Stanley Wealth Management sells.
BNS or an affiliate may also pay a fee to LFT Securities, LLC, an entity in which an affiliate of Morgan Stanley Wealth Management has an ownership interest, for providing certain electronic platform services with respect to this offering.
|
||
BNS, SCUSA or any other affiliate of BNS may use this document, the accompanying product supplement and the accompanying prospectus in a market-making transaction for any
notes after their initial sale. In connection with the offering, BNS, SCUSA, any other affiliate of BNS or any other securities dealers may distribute this document, the accompanying product supplement and the accompanying prospectus
electronically. Unless BNS or its agent informs the purchaser otherwise in the confirmation of sale, this document, the accompanying product supplement and the accompanying prospectus are being used in a market-making transaction.
|
|||
Conflicts of Interest — SCUSA is an affiliate of BNS and, as such, has a “conflict of
interest” in this offering within the meaning of the Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5121. In addition, BNS will receive the gross proceeds from the initial public offering of the notes, thus creating an
additional conflict of interest within the meaning of FINRA Rule 5121. Consequently, the offering is being conducted in compliance with the provisions of FINRA Rule 5121. SCUSA is not permitted to sell notes in this offering to an account
over which it exercises discretionary authority without the prior specific written approval of the account holder.
In the ordinary course of their various business activities, SCUSA, and its affiliates may make or hold a broad array of investments and actively trade debt and equity
securities (or related derivative notes) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and notes activities may involve securities and/or instruments of
BNS. SCUSA, and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire,
long and/or short positions in such securities and instruments.
|
$13,890,000 Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2027
|
SCUSA and its affiliates may offer to buy or sell the notes in the secondary market (if any) at prices greater than BNS’ internal valuation — The value of the notes at any time will vary based on many factors that cannot be predicted. However, the price (not including SCUSA’s or any affiliates’ customary bid-ask spreads) at which SCUSA or
any affiliate would offer to buy or sell the notes immediately after the pricing date in the secondary market is expected to exceed the initial estimated value of the notes as determined by reference to our internal pricing models. The
amount of the excess will decline to zero on a straight line basis over a period ending no later than 6 weeks after the pricing date, provided that SCUSA may shorten the period based on various factors, including the magnitude of purchases
and other negotiated provisions with selling agents. Notwithstanding the foregoing, SCUSA and its affiliates intend, but are not required, to make a market for the notes and may stop making a market at any time. For more information about
secondary market offers and the initial estimated value of the notes, see “Risk Factors” herein.
|
|||
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
(“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 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.
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 United
Kingdom retail investors:
|
The only categories of person in the United Kingdom to whom this document may be distributed are those persons who (i) have professional experience in matters relating to
investments falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”)), (ii) are
persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act 2000 (“FSMA”)) in connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to be communicated (all such persons in (i)-(iii)
above together being referred to as “Relevant Persons”). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this
document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This document may only be provided to persons in the United Kingdom in circumstances where section 21(1) of FSMA does not apply to
BNS. The notes are not being offered to “retail investors” within the meaning of the Packaged Retail and Insurance-based Investment Products Regulations 2017 and accordingly no Key Information Document has been produced under these
regulations.
|
$13,890,000 Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2027
|
Validity of the notes:
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In the opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, as special counsel to BNS, when the notes offered by this pricing supplement have been executed and issued
by BNS and authenticated by the trustee pursuant to the indenture and delivered, paid for and sold as contemplated herein, the notes will be valid and binding obligations of BNS, enforceable against BNS in accordance with their terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors’ rights generally, and to general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity). This opinion is given as of the date hereof and is limited to the laws of the State of New York. Insofar as this opinion involves matters governed by Canadian law, Fried, Frank,
Harris, Shriver & Jacobson LLP has assumed, without independent inquiry or investigation, the validity of the matters opined on by Osler, Hoskin & Harcourt LLP, Canadian legal counsel for BNS, in its opinion expressed below.
In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and, with respect to the notes,
authentication of the notes and the genuineness of signatures and certain factual matters, all as stated in the opinion of Fried, Frank, Harris, Shriver & Jacobson LLP dated February 28, 2022 filed with the SEC as an exhibit to the
Current Report on Form 6-K on March 1, 2022...In the opinion of Osler, Hoskin & Harcourt LLP, the issue and sale of the notes has been duly authorized by all necessary corporate action of BNS in conformity with the Indenture, and when
the notes have been duly executed, authenticated and issued in accordance with the Indenture, and delivered against payment therefor, the notes will be validly issued and, to the extent validity of the notes is a matter governed by the laws
of the Province of Ontario or the federal laws of Canada applicable therein, will be valid obligations of BNS, subject to the following limitations (i) the enforceability of the Indenture may be limited by the Canada Deposit Insurance
Corporation Act (Canada), the Winding-up and Restructuring Act (Canada) and bankruptcy, insolvency, reorganization, receivership, preference, moratorium, arrangement or winding-up laws or other similar laws affecting the enforcement of
creditors’ rights generally; (ii) the enforceability of the Indenture may be limited by equitable principles, including the principle that equitable remedies such as specific performance and injunction may only be granted in the discretion
of a court of competent jurisdiction; (iii) pursuant to the Currency Act (Canada) a judgment by a Canadian court must be awarded in Canadian currency and that such judgment may be based on a rate of exchange in existence on a day other than
the day of payment; and (iv) the enforceability of the Indenture will be subject to the limitations contained in the Limitations Act, 2002 (Ontario), and such counsel expresses no opinion as to whether a court may find any provision of the
Indenture to be unenforceable as an attempt to vary or exclude a limitation period under that Act. This opinion is given as of the date hereof and is limited to the laws of the Province of Ontario and the federal laws of Canada applicable
therein. In addition, this opinion is subject to customary assumptions about the Trustees’ authorization, execution and delivery of the Indenture and the genuineness of signatures and certain factual matters, all as stated in the letter of
such counsel dated December 27, 2021, which has been filed as Exhibit 5.2 to BNS’ Form F-3/A filed with the SEC on December 27, 2021.
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April 2024
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