Bank Nova Scotia SEC Filings

The Bank of Nova Scotia (BNS) is offering senior unsecured Autocallable Contingent Coupon Notes linked to the common stock of Apple Inc. (AAPL). The Notes are expected to price on 11-Jul-2025, settle on 16-Jul-2025, and mature on 14-Jul-2028, unless automatically called earlier.

Key economic terms

• Principal: $1,000 per Note; minimum purchase $1,000
• Contingent coupon: ≥ $20.50 per quarter (≥ 8.20% p.a.) paid only if AAPL’s closing price on the relevant observation date ≥ 70% of the Initial Value
• Automatic call: Triggered if AAPL closes ≥ Initial Value on any of the 11 quarterly observation dates; investor receives $1,000 + due coupon
• Down-side protection: 30% buffer; if not called and Final Value ≥ 70% of Initial Value, principal is repaid in full
• Barrier risk: If Final Value < 70% of Initial Value, repayment = $1,000 + ($1,000 × Reference Asset Return); investor can lose up to 100%
• Issue price vs. estimated value: Original Issue Price 100%; bank’s estimated value 93.677–96.677% → initial premium ~3–6%
• Ranking & credit: Direct, unsubordinated, unsecured obligations of BNS; subject to the bank’s credit risk; not CDIC/FDIC insured
• Liquidity: Not listed; market-making at dealer’s discretion (Scotia Capital (USA) Inc.)
• CUSIP/ISIN: 06419DBF9 / US06419DBF96

Risk highlights

• No guaranteed coupons; payment depends on AAPL price on each observation date
• Potentially significant loss of principal if AAPL falls >30% by final valuation
• Pricing premium and dealer discounts reduce secondary-market value; estimated value set using BNS internal funding rate
• Limited or no secondary market; investors may need to hold to maturity
• Conflicts of interest: issuer, calculation agent and lead dealer are BNS affiliates

Illustrative scenarios

• Auto-call after first quarter: Investor receives $1,015 (1.5% total return)
• Held to maturity, AAPL –15%: Investor receives $1,015 (principal + one coupon)
• Held to maturity, AAPL –50%: Investor receives $500 (–50% loss)

Tax & regulatory

• Issuer intends to treat Notes as prepaid derivative contracts; coupon taxed as ordinary income (U.S.)
• Subject to FATCA, Section 871(m) dividend-equivalent rules (issuer expects not delta-one), and Canadian bail-in exclusion
• Sales to EEA & U.K. retail investors prohibited; FINRA Rule 5121 conflict-managed distribution

Bottom line: The product offers an above-market coupon and partial downside buffer in exchange for equity risk, issuer credit risk, liquidity constraints and potential loss of all principal. Suitable only for investors who can absorb equity-linked losses, forego dividends, and assess BNS credit.

The Bank of Nova Scotia (BNS) is offering Series A senior unsecured Autocallable Fixed Coupon Trigger Notes linked to the common stock of Advanced Micro Devices, Inc. (AMD). The notes are expected to price on 1 Aug 2025, settle on 6 Aug 2025 (T+3) and mature on 8 Sep 2026 unless called earlier.

Key economic terms

• Principal amount: $1,000 per note (minimum investment $1,000)
• Coupon: $8.792 per $1,000 monthly (0.8792% ≈ 10.55% p.a.) paid until the earlier of maturity or automatic call
• Automatic call: If AMD’s closing price on any observation date (7 dates from Feb 3 to Aug 3 2026) is ≥ the initial price, investors receive $1,000 + accrued coupon on the next payment date and no further payments
• Trigger price: 60% of initial price (downside buffer 40%)
• Payment at maturity if not called:
  • AMD ≥ 60% of initial → return of principal + final coupon
  • AMD < 60% → delivery of AMD shares worth <60% of principal (share delivery amount = $1,000 ÷ initial price); substantial or total loss possible
• Estimated value: $900–$930 (7-10% below issue price)
• Fees: Selling commissions up to 1.50% and structuring fee up to 0.65%; underwriting spread up to 2.15%
• CUSIP/ISIN: 06418VF74 / US06418VF748
• Listing: None; notes are expected to be illiquid

Investment considerations

• The 10.55% headline coupon is attractive relative to conventional BNS debt but compensates investors for equity downside risk in AMD and the credit risk of BNS.
• The automatic call feature could shorten the investment to as little as six months after the first observation date, limiting income but returning capital early if AMD performs well.
• If AMD falls more than 40% from the initial price at final valuation, investors are exposed to direct equity risk via physical delivery of AMD shares, potentially losing most or all of their principal.
• The initial estimated value reflects embedded fees and BNS’s internal funding rate, meaning investors start with an immediate mark-to-market deficit.
• No dividend entitlement, voting rights, or exchange listing; secondary market, if any, will depend on Scotia Capital (USA) Inc. and Goldman Sachs & Co. LLC.

Risk highlights

• Unsecured, unsubordinated obligation of BNS; not CDIC or FDIC insured.
• High fees and a bid/ask spread are likely to depress any secondary market price.
• Complex payoff profile; performance depends on AMD volatility, market events, and potential calculation-agent adjustments.

The Bank of Nova Scotia (BNS) is marketing Contingent Income Auto-Callable Securities linked to the common stock of GE Vernova Inc. (GEV UN). Each unlisted note has a $1,000 stated principal amount, a three-year tenor (pricing: 18-Jul-2025; maturity: 21-Jul-2028) and is issued under BNS’s Senior Note Program, Series A.

Income profile: On each quarterly determination date, holders receive a $31.25 coupon (12.50% p.a.) provided the underlying closes at or above the 50% downside threshold. Thanks to a “memory” feature, missed coupons are paid on a later date if the threshold is subsequently met.

Auto-call: If GEV trades at or above its initial price (100% call threshold) on any quarterly observation before the final date, the note is automatically redeemed at par plus the applicable coupon(s), terminating future payments.

Principal repayment: • At maturity, if GEV is ≥ 50% of the initial price, investors receive par plus the final and any unpaid coupons. • If GEV is < 50%, repayment equals par multiplied by the share-performance factor, exposing investors to losses of more than 50% and potentially total loss.

Secondary considerations: The estimated value on the pricing date is $936.28-$966.28, below the issue price, reflecting upfront selling commission of $22.50 (2.25%) and structuring costs. The notes are senior unsecured obligations of BNS and carry its credit risk. They will not be listed, so liquidity relies on the issuer’s discretionary market-making.

Key risks highlighted include principal-at-risk, coupon deferral or non-payment, reinvestment risk if called, limited trading history for GEV, and uncertain U.S./Canadian tax treatment.