Bank of Nova Scotia FWP: High-Yield Tesla-Linked Structured Note Details
Rhea-AI Filing Summary
Bank of Nova Scotia (BNS) is marketing a new structured note: Contingent Income Auto-Callable Securities linked to the common stock of Tesla, Inc. (TSLA). The notes are senior unsecured debt of BNS, issued under its Series A Senior Note Program and priced at US$1,000 per security with a minimum investment of one security.
Key economic terms include:
- Tenor: 3-year maturity on 30 Jun 2028, with quarterly observation and coupon dates.
- Coupon: 4.50% per quarter (18.00% p.a.) paid only when TSLA’s closing price on the relevant determination date is ≥ the 50% downside threshold; unpaid coupons accrue under a “memory” feature.
- Auto-call: If TSLA closes ≥ 100% of the initial share price on any quarterly determination date (other than final), the notes are redeemed early at par plus the due coupon(s).
- Downside protection: Only conditional. At maturity, if TSLA is ≥ 50% of the initial price, investors receive par plus any due coupons; otherwise repayment is par × (final/initial), exposing investors to 1-for-1 losses below the 50% barrier and as low as zero.
- Estimated value: US$936.42-966.42, reflecting an issuer spread of roughly 3-6% versus issue price, plus a US$22.50 selling concession.
- Liquidity: Not exchange-listed; any secondary market would be solely at Scotia Capital (USA) Inc.’s discretion.
Principal risks highlighted include possible total loss of principal, non-payment of coupons, exposure to TSLA’s high share-price volatility, credit risk of BNS, limited liquidity, and uncertain U.S./Canadian tax treatment.
The product suits income-seeking investors who are willing to forgo TSLA upside and accept significant downside risk and issuer credit risk. Investors should review the accompanying preliminary pricing supplement, product supplement, prospectus supplement and base prospectus before investing.
Positive
- High contingent coupon of 18% per annum with a memory feature enhances potential cash flow.
- Quarterly auto-call at par allows early exit with full principal if TSLA closes at or above initial price.
- Barrier at 50% provides conditional protection against moderate declines in TSLA during the 3-year term.
Negative
- Principal at risk; a TSLA decline of more than 50% at final observation leads to 1-for-1 losses, potentially to zero.
- No participation in TSLA upside; maximum return is limited to coupon income.
- Estimated value (US$936-966) is below the US$1,000 issue price plus US$22.50 commission, creating negative carry from inception.
- Unsecured credit exposure to BNS; payments depend on issuer solvency.
- Limited liquidity with no exchange listing; secondary sales depend on dealer discretion and may occur at significant discounts.
Insights
TL;DR High 18% coupon and auto-call entice, but principal is at risk below 50% TSLA level and estimated value trails issue price.
The note provides an attractive headline coupon supported by a memory feature and quarterly auto-call, yet investors surrender all upside in TSLA and accept 1-for-1 downside below the 50% barrier. BNS estimates fair value at up to 3-6% below issue price, implying negative carry from day one. Given TSLA’s historical volatility, probability of barrier breach is meaningful, making this income stream risky. Lack of listing further limits exit options. Overall, this is a niche yield enhancement tool rather than a core holding.
TL;DR Credit risk of BNS plus TSLA volatility combine; investors face liquidity and tax uncertainties for limited upside.
Because payments depend on BNS’s solvency, the note embeds unsecured creditor risk. Concurrently, TSLA’s single-stock exposure drives payoff variability; a 50% drawdown would cut principal proportionally. The absence of listing, wide bid-offer spreads and the embedded sales concession raise execution risk. Tax treatment is flagged as uncertain in both U.S. and Canadian jurisdictions, potentially diminishing after-tax returns. Although coupons could be sizeable, the asymmetric risk profile leans negative once volatility and credit considerations are priced in.
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ISSUER FREE WRITING PROSPECTUS |
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Filed Pursuant to Rule 433 |
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Registration Statement No. 333-282565 |
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Dated June 24, 2025 |
Contingent Income Auto-Callable Securities due on or about June 30, 2028
Based on the Performance of the Common Stock of Tesla, Inc.
Principal at Risk Securities
This document provides a summary of the terms of the Contingent Income Auto-Callable Securities (the “securities”). Investors should carefully review the accompanying preliminary pricing supplement for the securities, the accompanying product supplement, the prospectus supplement and the prospectus, as well as the “Risk Considerations” section below, before making an investment decision.
The securities do not guarantee any return of principal at maturity. Investors will not participate in any appreciation of the underlying stock and must be willing to accept the risk of not receiving any contingent quarterly coupons over the term of the securities. The securities are senior unsecured debt securities issued by The Bank of Nova Scotia (“BNS”), and all payments on the securities are subject to the credit risk of BNS. As used in this document, “we,” “us,” or “our” refers to BNS.
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SUMMARY TERMS |
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Issuer: |
The Bank of Nova Scotia |
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Issue: |
Senior Note Program, Series A |
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Underlying stock: |
Common stock of Tesla, Inc. (Bloomberg Ticker: “TSLA UW”) |
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Stated principal amount: |
$1,000.00 per security |
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Minimum investment: |
$1,000 (1 security) |
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Pricing date: |
June 27, 2025 |
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Original issue date: |
July 2, 2025 (3 business days after the pricing date; see preliminary pricing supplement). |
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Final determination date: |
June 27, 2028, subject to postponement for certain market disruption events and as described in the accompanying product supplement. |
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Maturity date: |
June 30, 2028, subject to postponement for certain market disruption events and as described in the accompanying product supplement. |
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Early redemption: |
If the closing price of the underlying stock on any determination date other than the final determination date is greater than or equal to the call threshold price, the securities will be automatically redeemed for an amount per security equal to the early redemption payment on the first contingent coupon payment date immediately following the related determination date. No further payments will be made on the securities once they have been redeemed. |
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Early redemption payment: |
The early redemption payment will be an amount equal to (i) the stated principal amount plus (ii) the contingent quarterly coupon with respect to the applicable determination date and any previously unpaid contingent quarterly coupons with respect to any previous determination dates pursuant to the memory coupon feature. |
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Contingent quarterly coupon: |
▪If the closing price on any determination date is greater than or equal to the downside threshold price, we will pay on the related contingent coupon payment date a contingent quarterly coupon of $45.00 (equivalent to 18.00% per annum of the stated principal amount) per security, plus any previously unpaid contingent quarterly coupons with respect to any previous determination dates pursuant to the memory coupon feature. ▪If the closing price on any determination date is less than the downside threshold price, we will not pay a contingent quarterly coupon on the related contingent coupon payment date. |
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Memory coupon feature: |
If a contingent quarterly coupon is not paid on a contingent coupon payment date (other than the maturity date) because the closing price of the underlying stock on the related determination date is less than the downside threshold price, such contingent quarterly coupon will be paid on a later contingent coupon payment date if the closing price of the underlying stock on the determination date corresponding to such later contingent coupon payment date is greater than or equal to the downside threshold price. For the avoidance of doubt, once a previously unpaid contingent quarterly coupon has been paid on a later contingent coupon payment date, it will not be made again on any subsequent contingent coupon payment date. If the closing price of the underlying stock on each of the determination dates is less than the downside threshold price, you will receive no contingent quarterly coupons during the term of, and will not receive a positive return on, the securities. |
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Determination dates: |
Quarterly (as set forth on the cover of the preliminary pricing supplement), subject to postponement for non-trading days and certain market disruption events as described in the accompanying product supplement. |
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Contingent coupon payment dates: |
Quarterly (as set forth on the cover of the preliminary pricing supplement), subject to postponement for non-business days and certain market disruption events as described in the accompanying product supplement. |
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Payment at maturity: |
▪If the final share price is greater than or equal to the downside threshold price: (i) the stated principal amount plus (ii) the contingent quarterly coupon with respect to the final determination date and any previously unpaid contingent quarterly coupons with respect to any previous determination dates pursuant to the memory coupon feature ▪If the final share price is less than the downside threshold price: (i) the stated principal amount multiplied by (ii) the share performance factor If the final share price is less than the downside threshold price, the payment at maturity will be less than 50.00% of the stated principal amount and could be as low as zero. |
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Share performance factor: |
Final share price divided by the initial share price |
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Call threshold price: |
100.00% of the initial share price, as may be adjusted in the case of certain adjustment events as described in the accompanying product supplement |
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Downside threshold price: |
50.00% of the initial share price, as may be adjusted in the case of certain adjustment events as described in the accompanying product supplement |
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Initial share price: |
The closing price of the underlying stock on the pricing date, as may be adjusted in the case of certain adjustment events as described in the accompanying product supplement. |
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Final share price: |
The closing price of the underlying stock on the final determination date, as may be adjusted in the case of certain adjustment events as described in the accompanying product supplement |
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CUSIP / ISIN: |
06418VYU2 / US06418VYU24 |
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Listing: |
The securities will not be listed or displayed on any securities exchange or any electronic communications network. |
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Commission: |
$22.50 per stated principal amount. |
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Estimated value on the pricing date: |
Expected to be between $936.42 and $966.42 per security. See “Risk Factors” in the preliminary pricing supplement. |
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Preliminary pricing supplement: |
http://www.sec.gov/Archives/edgar/data/9631/000183988225034285/bns_424b2-18613.htm |
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HYPOTHETICAL PAYOUT |
The below figures are based on a hypothetical downside threshold price of 50.00% of a hypothetical initial share price and are purely hypothetical (the actual terms of your securities will be determined on the pricing date and will be specified in the final pricing supplement).
Hypothetical Payment at Maturity if No Early Redemption Occurs
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Change in Underlying Stock |
Payment at Maturity (excluding any contingent quarterly coupon payable at maturity) |
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+50.00% |
$1,000.00 |
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+40.00% |
$1,000.00 |
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+30.00% |
$1,000.00 |
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+20.00% |
$1,000.00 |
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+10.00% |
$1,000.00 |
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0.00% |
$1,000.00 |
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-10.00% |
$1,000.00 |
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-20.00% |
$1,000.00 |
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-30.00% |
$1,000.00 |
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-40.00% |
$1,000.00 |
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-50.00% |
$1,000.00 |
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-51.00% |
$490.00 |
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-60.00% |
$400.00 |
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-70.00% |
$300.00 |
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-80.00% |
$200.00 |
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-90.00% |
$100.00 |
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-100.00% |
$0.00 |
A-1
You will find a link to the accompanying preliminary pricing supplement for the securities above and links to the accompanying product supplement and accompanying prospectus for the securities under “Additional Information About BNS and the Securities” in the preliminary pricing supplement, which you should read and understand prior to investing in the securities.
The issuer has filed a registration statement (including a prospectus as supplemented by a prospectus supplement, product supplement and the preliminary pricing supplement) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the accompanying prospectus in that registration statement and the other documents the issuer has filed with the SEC, including the accompanying preliminary pricing supplement and the accompanying prospectus supplement and product supplement, for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling (212) 225-5678. Our Central Index Key, or CIK, on the SEC web site is 0000009631.
Risk Considerations
The risks set forth below are discussed in more detail in the “Risk Factors” section in the preliminary pricing supplement. Please review those risk factors carefully prior to making an investment decision.
Risks Relating to Return Characteristics
▪Risk of loss at maturity.
▪Contingent repayment of stated principal amount only at maturity.
▪You may not receive any contingent quarterly coupons.
▪Greater expected volatility with respect to the underlying stock generally reflects a higher contingent quarterly coupon and a higher expectation as of the pricing date that the final share price of the underlying stock could be less than the downside threshold price on the final determination date.
▪The securities are subject to reinvestment risk in the event of an early redemption.
▪The contingent quarterly coupon, if any, is based solely on the closing price or the final share price, as applicable.
▪Your potential return on the securities is limited, you will not participate in any appreciation of the underlying stock and you will not realize a return beyond the returns represented by the contingent quarterly coupons received, if any, during the term of the securities.
Risks Relating to Characteristics of the Underlying Stock
▪The securities are subject to risks associated with investments in single equity securities.
▪There can be no assurance that the investment view implicit in the securities will be successful.
▪There is no affiliation between BNS and the underlying stock issuer.
Risks Relating to Estimated Value and Liquidity
▪BNS’ initial estimated value of the securities at the time of pricing (when the terms of your securities are set on the pricing date) will be lower than the issue price of the securities.
▪Neither BNS’ nor SCUSA’s estimated value of the securities 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 securities does not represent future values of the securities and may differ from others’ (including SCUSA’s) estimates.
▪The securities have limited liquidity.
▪The price at which SCUSA would buy or sell your securities (if SCUSA makes a market, which it is not obligated to do) will be based on SCUSA’s estimated value of your securities.
▪The price of the securities prior to maturity will depend on a number of factors and may be substantially less than the stated principal amount.
Risks Relating to General Credit Characteristics
▪Payments on the securities are subject to the credit risk of BNS.
Risks Relating to Hedging Activities and Conflicts of Interest
▪Hedging activities by BNS and SCUSA may negatively impact investors in the securities and cause our respective interests and those of our clients and counterparties to be contrary to those of investors in the securities.
▪The calculation agent can make antidilution and other adjustments that may adversely affect the market value of, and any amounts payable on, the securities.
▪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 underlying stock issuer 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 securities.
▪Activities conducted by BNS and its affiliates may impact the market price of the underlying stock and the value of the securities.
▪The calculation agent will have significant discretion with respect to the securities, which may be exercised in a manner that is adverse to your interests.
▪BNS and its affiliates may publish research or make opinions or recommendations that are inconsistent with an investment in the securities.
Risks Relating to Canadian and U.S. Federal Income Taxation
▪Uncertain tax treatment. Significant aspects of the tax treatment of the securities are uncertain. You should consult your tax advisor about your tax situation. See “Additional Information About the Securities — Tax Considerations” and “— Material Canadian Income Tax Consequences” in the preliminary pricing supplement.
Underlying Stock
For information about the underlying stock, including historical performance information, see “Information About the Underlying Stock” in the preliminary pricing supplement.
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FAQ
What is the coupon rate on BNS's Contingent Income Auto-Callable Securities linked to TSLA?
When can the BNS notes be auto-called?
How much principal protection do investors have in these BNS securities?
What is the estimated value of the securities at pricing?
Are the BNS auto-callable notes listed on an exchange?
What fees are associated with purchasing the notes?
