Bond ScotiaBank 4.65% ( US064159KJ44 ) in USD

Issuer ScotiaBank
Market price refresh price now   99.12 %  ▲ 
Country  Canada
ISIN code  US064159KJ44 ( in USD )
Interest rate 4.65% per year ( payment 4 times a year)
Maturity Perpetual



Prospectus brochure of the bond Bank of Nova Scotia US064159KJ44 en USD 4.65%, maturity Perpetual


Minimal amount /
Total amount /
Cusip 064159KJ4
Standard & Poor's ( S&P ) rating BBB- ( Lower medium grade - Investment-grade )
Next Coupon 12/10/2025 ( In 73 days )
Detailed description The Bank of Nova Scotia, also known as Scotiabank, is a multinational banking and financial services corporation headquartered in Toronto, Canada, with a significant international presence focusing on the Americas and select Asian markets.

A detailed analysis of the perpetual bond, identified by ISIN US064159KJ44 and CUSIP 064159KJ4, reveals it is issued by the Bank of Nova Scotia, a prominent Canadian multinational banking and financial services company and one of the country's "Big Five" banks, known for its extensive operations across North America, Latin America, and the Caribbean. This USD-denominated instrument, issued from Canada, is currently trading on the market at 98.75% of its par value and features an annual interest rate of 4.65%, with distributions made quarterly (frequency of 4). Its unique perpetual maturity indicates no fixed redemption date, and it carries an investment-grade credit rating of BBB- from Standard & Poor's, reflecting the issuer's creditworthiness.







Prospectus Supplement
(to the Prospectus Dated February 1, 2017)
THE BANK OF NOVA SCOTIA
US$1,250,000,000
4.650% Fixed to Floating Rate Non-Cumulative Subordinated Additional Tier 1 Capital Notes
(Non-Viability Contingent Capital (NVCC))
(subordinated indebtedness)
The US$1,250,000,000 aggregate principal amount of 4.650% Fixed to Floating Rate Non-Cumulative Subordinated Additional Tier 1 Capital Notes (Non-
Viability Contingent Capital (NVCC)) (the "Notes") offered by this prospectus supplement (the "Prospectus Supplement") have no scheduled maturity or scheduled
redemption date. From and including October 12, 2017 (the "Issue Date") to, but excluding, October 12, 2022 (the "Fixed Rate Period"), interest will accrue on the
Notes at an initial rate equal to 4.650% per annum. From and including October 12, 2022 (the "Floating Rate Period"), interest will accrue on the Notes at a rate per
annum equal to three-month LIBOR (as defined herein) plus 2.648%. Subject to the cancellation rights described below, The Bank of Nova Scotia (the "Bank") will pay
interest on Notes semi-annually in arrears on April 12 and October 12 of each year, commencing on April 12, 2018 to and including October 12, 2022, and quarterly in
arrears on January 12, April 12, July 12 and October 12 of each year, commencing on January 12, 2023 (each, an "Interest Payment Date").
The Notes are intended to qualify as the Bank's additional Tier 1 capital within the meaning of the regulatory capital adequacy requirements to
which the Bank is subject. The Notes have no scheduled maturity and holders do not have the right to call for their redemption. Interest on the Notes will be
due and payable only at the Bank's sole and absolute discretion and the Bank may cancel (in whole or in part) any interest payment at any time. Any
cancelled interest payments will not be cumulative. Accordingly, the Bank is not required to make any repayment of the principal amount of the Notes except
in the event of bankruptcy or insolvency and provided that an NVCC Automatic Conversion (as defined herein) has not occurred. As a result, holders could
lose part or all of their investment in the Notes. See "Description of the Notes--NVCC Automatic Conversion."
The Notes will be the Bank's direct unsecured obligations and, in the event of the Bank's insolvency or winding-up, will rank (a) subordinate in right of
payment to the prior payment in full of all Higher Ranked Indebtedness (as defined herein) and (b) in right of payment equally with and not prior to Deeply
Subordinated Indebtedness (as defined herein) (other than Deeply Subordinated Indebtedness which by its terms ranks subordinate to the Notes) of the Bank, in each
case, from time to time outstanding. The Notes will constitute subordinated indebtedness for the purposes of the Bank Act (Canada) (the "Bank Act"). In the event of
the Bank's insolvency or winding-up, the Notes will rank ahead of the Bank's Common Shares (as defined below) and preferred shares.
Upon the occurrence of a Trigger Event (as defined herein), each outstanding Note will automatically and immediately be converted, on a full and
permanent basis, without the consent of the holders thereof, into that number of fully-paid common shares of the Bank (the "Common Shares") determined by dividing
(a) the product of the Multiplier (as defined herein) and the Note Value (as defined herein), by (b) the Conversion Price (as defined herein). See "Description of the
Notes--NVCC Automatic Conversion." This Prospectus Supplement also relates to the offering and sale of the Common Shares issuable upon conversion of the
Notes. See "Description of Common Shares and Preferred Shares" in the accompanying prospectus of the Bank dated February 1, 2017 (the "Prospectus").
The Bank may, at its option, with the prior written approval of the Superintendent of Financial Institutions (Canada) (the "Superintendent"), redeem the
Notes, (i) in whole or in part, on any Interest Payment Date on or after October 12, 2022, (ii) in whole but not in part, at any time within 90 days following a
Regulatory Event Date (as defined herein) and (iii) in whole but not in part, on any date following the occurrence of a Tax Event (as defined herein), in each case, at a
redemption price equal to 100% of the principal amount thereof, plus any accrued and unpaid interest up to, but excluding, the date of redemption (except to the extent
such unpaid interest was cancelled). See "Description of the Notes--Redemption."
It is not currently anticipated that the Notes will be listed on any stock exchange or quotation system and, consequently, there is no market through which
the Notes may be sold and purchasers may not be able to resell the Notes purchased under this Prospectus Supplement. Our Common Shares are listed on the New
York Stock Exchange ("NYSE") and the Toronto Stock Exchange ("TSX") under the trading symbol "BNS." On October 3, 2017 the last reported sale price of our
Common Shares was US$64.34 per share on the NYSE and $80.40 per share on the TSX.
Investing in the Notes (and Common Shares upon an NVCC Automatic Conversion) involves risks. See "Risk Factors" beginning on page S-11 of
this Prospectus Supplement and page 5 of the accompanying Prospectus.
Prospective investors should be aware that the acquisition of the Notes described herein may have tax consequences both in the United States and
in Canada. Such consequences for investors who are resident in, or citizens of, the United States may not be described fully herein.
The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Bank
is a Canadian bank, that many of its officers and directors, and some of the experts named in this Prospectus Supplement, may be residents of Canada and
that all or a substantial portion of the assets of the Bank and such persons may be located outside the United States.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the Notes
or the Common Shares, or determined if this Prospectus Supplement or the accompanying Prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
Per Note
Total
Price to public (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.000%
US$1,250,000,000
Underwriters' fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.250%
US$
15,625,000
Net proceeds, before expenses, to the Bank (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
98.750%
US$1,234,375,000
(1)
Plus accrued interest, if any, from October 12, 2017 to the date of delivery.
The Notes will not constitute deposits that are insured under the Canada Deposit Insurance Corporation Act (Canada) or by the United States
Federal Deposit Insurance Corporation or any other Canadian or U.S. government agency or instrumentality.
The principal executive office of the Bank is located at 1709 Hollis Street, Halifax, Nova Scotia, B3J 3B7 and its executive offices are at Scotia Plaza, 44
King Street West, Toronto, Ontario, M5H 1H1.
The Notes will be ready for delivery through the book-entry facilities of The Depository Trust Company and its direct and indirect participants, including
Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about October 12, 2017.
Global Coordinator, Structuring Agent and Joint Bookrunner
UBS Investment Bank
Joint Bookrunners
Scotiabank
BofA Merrill Lynch
Citigroup
Co-Managers
BNP PARIBAS
J.P. Morgan
Morgan Stanley
October 4, 2017


TABLE OF CONTENTS
Prospectus Supplement
Page
About This Prospectus Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-1
Caution Regarding Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-1
Incorporation of Certain Information by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-2
Presentation of Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-4
Summary of the Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-5
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-11
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-20
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-21
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-22
Comparative Per Share Market Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-37
Certain United States Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-38
Certain Canadian Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-39
Employee Retirement Income Security Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-40
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-41
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-46
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-46
Prospectus
Page
About This Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Presentation of Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Caution Regarding Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Incorporation of Certain Information by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
The Bank of Nova Scotia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Consolidated Capitalization of the Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Consolidated Earnings Ratios . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Comparative Per Share Market Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Description of Common Shares and Preferred Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
Description of the Debt Securities We May Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
Description of Certain Provisions Relating to the Debt Securities We May Offer . . . . . . . . . . . . . . . . . . . .
25
United States Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
Canadian Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
Employee Retirement Income Security Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
Limitations on Enforcement of U.S. Laws Against the Bank, Our Management and Others . . . . . . . . . . . .
49
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
Other Expenses of Issuance and Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
We have not, and the underwriters have not, authorized anyone to provide you with information
other than the information contained or incorporated by reference in this Prospectus Supplement, the
accompanying Prospectus or in any free writing prospectus we have authorized. We take no responsibility
for and can make no assurance as to the reliability of any other information that others may give you. We
are not, and the underwriters are not, making an offer to sell any Notes or Common Shares in any
jurisdiction where the offer or sale is not permitted. You should not assume that the information contained
in this Prospectus Supplement, the accompanying Prospectus, the documents incorporated by reference or
any free writing prospectus we may authorize to be delivered to you is accurate as of any date other than
the dates thereon. Our business, financial condition, results of operations and prospects may have changed
since those dates.


ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this Prospectus Supplement, which describes the
specific terms of this offering. The second part, the accompanying Prospectus, gives more general information,
some of which may not apply to this offering. If information in this Prospectus Supplement is inconsistent with
the accompanying Prospectus, investors should rely on the information in this Prospectus Supplement.
This Prospectus Supplement, the accompanying Prospectus and the documents incorporated by
reference into each of them include important information about the Bank, the Notes being offered and other
information investors should know before investing in the Notes.
Unless otherwise mentioned or unless the context requires otherwise, all references in this Prospectus
Supplement to the "Bank," "we," "us," "our" or similar references mean The Bank of Nova Scotia and do not
include the subsidiaries of The Bank of Nova Scotia.
The distribution of this Prospectus Supplement, the accompanying Prospectus and any free writing
prospectus we have authorized and the offering of the Notes in certain jurisdictions may be restricted by law.
Persons who come into possession of this Prospectus Supplement, the accompanying Prospectus or any free
writing prospectus we have authorized should inform themselves about and observe any such restrictions. This
Prospectus Supplement, the accompanying Prospectus and any free writing prospectus we have authorized do not
constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified
to do so or to any person to whom it is unlawful to make such offer or solicitation.
You should not consider any information in this Prospectus Supplement, the accompanying Prospectus
or any free writing prospectus we have authorized to be investment, legal or tax advice. You should consult your
own counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding the
purchase of the Notes. We are not making any representation to you regarding the legality of an investment in the
Notes by you under applicable investment or similar laws.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus Supplement and the accompanying Prospectus, including those documents incorporated
by reference herein and therein, may contain forward-looking information or forward-looking statements
(collectively, "forward-looking statements"). All such statements are made pursuant to the "safe harbor"
provisions of the U.S. Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities
legislation. Forward-looking statements may include, but are not limited to, statements made in this Prospectus
Supplement and the accompanying Prospectus, the "Management's Discussion and Analysis" in the Bank's
Annual Report on Form 40-F for the fiscal year ended October 31, 2016 under the headings "Overview --
Outlook," for Group Financial Performance "Outlook," for each business segment "Outlook" and in other
statements regarding the Bank's objectives, strategies to achieve those objectives, the regulatory environment in
which the Bank operates, anticipated financial results (including those in the area of risk management), and the
outlook for the Bank's businesses and for the Canadian, U.S. and global economies. Such statements are
typically identified by words or phrases such as "believe," "expect," "anticipate," "intent," "estimate," "plan,"
"may increase," "may fluctuate," and similar expressions of future or conditional verbs, such as "will," "may,"
"should," "would" and "could."
By their very nature, forward-looking statements involve numerous assumptions, inherent risks and
uncertainties, both general and specific, and the risk that predictions and other forward-looking statements will
not prove to be accurate. Do not unduly rely on forward-looking statements, as a number of important factors,
many of which are beyond the Bank's control and the effects of which can be difficult to predict, could cause
actual results to differ materially from the estimates and intentions expressed in such forward-looking statements.
These factors include, but are not limited to: the economic and financial conditions in Canada and globally;
fluctuations in interest rates and currency values; liquidity and funding; significant market volatility and
S-1


interruptions; the failure of third parties to comply with their obligations to the Bank and its affiliates; changes in
monetary policy; legislative and regulatory developments in Canada and elsewhere, including changes to, and
interpretations of tax laws and risk-based capital guidelines and reporting instructions and liquidity regulatory
guidance; changes to the Bank's credit ratings; operational (including technology) and infrastructure risks;
reputational risks; the risk that the Bank's risk management models may not take into account all relevant
factors; the accuracy and completeness of information the Bank receives on customers and counterparties; the
timely development and introduction of new products and services in receptive markets; the Bank's ability to
expand existing distribution channels and to develop and realize revenues from new distribution channels; the
Bank's ability to complete and integrate acquisitions and its other growth strategies; critical accounting estimates
and the effects of changes in accounting policies and methods used by the Bank as described in the Bank's
annual financial statements (see "Controls and Accounting Policies -- Critical accounting estimates" in the
Bank's Annual Report on Form 40-F for the fiscal year ended October 31, 2016, and updated by quarterly
reports); global capital markets activity; the Bank's ability to attract and retain key executives; reliance on third
parties to provide components of the Bank's business infrastructure; unexpected changes in consumer spending
and saving habits; technological developments; fraud or other criminal behavior by internal or external parties,
including the use of new technologies in unprecedented ways to defraud the Bank or its customers; increasing
cyber security risks, which may include theft of assets, unauthorized access to sensitive information or
operational disruption; anti-money laundering; consolidation in the financial services sector in Canada and
globally; competition, both from new entrants and established competitors including through internet and mobile
banking; judicial and regulatory proceedings; natural disasters, including, but not limited to, earthquakes and
hurricanes, and disruptions to public infrastructure, such as transportation, communication, power or water
supply; the possible impact of international conflicts and other developments, including terrorist activities and
war; the effects of disease or illness on local, national or international economies; and the Bank's anticipation of
and success in managing the risks implied by the foregoing. A substantial amount of the Bank's business
involves making loans or otherwise committing resources to specific companies, industries or countries.
Unforeseen events affecting such borrowers, industries or countries could have a material adverse effect on the
Bank's financial results, businesses, financial condition or liquidity. These and other factors may cause the
Bank's actual performance to differ materially from that contemplated by forward-looking statements. For more
information, see the "Risk Management" section starting on page 60 of the Bank's Annual Report on Form 40-F
for the fiscal year ended October 31, 2016.
Material economic assumptions underlying the forward-looking statements are set out in the Bank's
Annual Report on Form 40-F for the fiscal year ended October 31, 2016 under the heading "Overview --
Outlook," as updated by quarterly reports; and for each business segment "Outlook." The "Outlook" sections are
based on the Bank's views and the actual outcome is uncertain. Readers should consider the above-noted factors
when reviewing these sections.
The preceding list of factors is not exhaustive of all possible risk factors and other factors could also
adversely affect the Bank's results. When relying on forward-looking statements to make decisions with respect
to the Bank and its securities, investors and others should carefully consider the preceding factors, other
uncertainties and potential events. The Bank does not undertake to update any forward-looking statements,
whether written or oral, that may be made from time to time by or on its behalf.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to "incorporate by reference" into this Prospectus Supplement and the accompanying
Prospectus the information in certain documents we file with it. This means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is considered
to be a part of this Prospectus Supplement and the accompanying Prospectus and should be read with the same
care. When we update the information contained in documents that have been incorporated by reference by
making future filings with the SEC the information incorporated by reference is considered to be automatically
updated and superseded. The modifying or superseding statement need not state that it has modified or
superseded a prior statement or include any other information set forth in the document that it modifies or
supersedes. In other words, in the case of a conflict or inconsistency between information contained in this
S-2


Prospectus Supplement or the accompanying Prospectus and information incorporated by reference into this
Prospectus Supplement or the accompanying Prospectus, you should rely on the information contained in the
document that was filed later. The making of a modifying or superseding statement shall not be deemed an
admission for any purposes that the modified or superseded statement, when made, constituted a
misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to
be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was
made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded to
constitute a part of this Prospectus Supplement and the accompanying Prospectus.
We incorporate by reference the documents listed below and all documents which we subsequently file
with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in
accordance with the SEC rules) pursuant to Section 13(a), 13(c), 14 or 15(d) of the U.S. Securities Exchange Act
of 1934, as amended (the "Exchange Act"), until the termination of the offering of the Notes under this
Prospectus Supplement:
·
Annual Report on Form 40-F for the fiscal year ended October 31, 2016, filed on November 29, 2016;
·
Reports on Form 6-K filed on November 29, 2016 (five filings) (Acc-nos: 0001193125-16-778798,
0001193125-16-778851, 0001193125-16-778896, 0001193125-16-778977 and 0001102624-16-003695);
·
Report on Form 6-K filed on December 9, 2016;
·
Report on Form 6-K filed on January 6, 2017;
·
Report on Form 6-K filed on January 10, 2017;
·
Report on Form 6-K filed on February 2, 2017;
·
Report on Form 6-K filed on February 15, 2017;
·
Reports on Form 6-K filed on February 28, 2017 (three filings) (Acc-nos: 0001193125-17-060206,
0001193125-17-060243 and 0001193125-17-060608);
·
Reports on Form 6-K filed on March 2, 2017 (two filings) (Acc-nos: 0001279569-17-000366 and
0001193125-17-067497);
·
Report on Form 6-K filed on March 3, 2017;
·
Report on Form 6-K filed on March 7, 2017 (Acc-no: 0001193125-17-073079);
·
Report on Form 6-K filed on March 13, 2017;
·
Report on Form 6-K filed on March 22, 2017;
·
Report on Form 6-K filed on April 4, 2017;
·
Report on Form 6-K filed on April 7, 2017;
·
Reports on Form 6-K filed on May 30, 2017 (four filings) (Acc-nos: 0001193125-17-186308;
0001193125-17-186357; 0001193125-17-186370 and 0001193125-17-186630);
·
Report on Form 6-K filed on June 5, 2017;
·
Report on Form 6-K filed on June 23, 2017;
·
Report on Form 6-K filed on June 30, 2017; and
·
Reports on Form 6-K filed on August 29, 2017 (four filings) (Acc-nos: 0001193125-17-271159;
0001193125-17-271182; 0001193125-17-271209 and 0001193125-17-271224).
We may also incorporate any other Form 6-K that we submit to the SEC on or after the date hereof and
prior to the termination of this offering of the Notes under this Prospectus Supplement if the Form 6-K filing
specifically states that it is incorporated by reference into the registration statement of which the accompanying
Prospectus forms a part.
We will provide without charge to each person, including any beneficial owner, to whom this
Prospectus Supplement is delivered, upon his or her written or oral request, a copy of any or all documents
referred to above which have been or may be incorporated by reference into this Prospectus Supplement
excluding exhibits to those documents, unless they are specifically incorporated by reference into those
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documents. You may obtain copies of those documents by requesting them in writing or by telephoning us at the
following address:
The Bank of Nova Scotia
Scotia Plaza
44 King Street West
Toronto, Ontario
Canada M5H 1H1
Attention: Secretary
Telephone: (416) 866-3672
PRESENTATION OF FINANCIAL INFORMATION
The Bank prepares its consolidated financial statements in accordance with International Financial
Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").
Additionally, the Bank publishes its consolidated financial statements in Canadian dollars. In this Prospectus
Supplement, currency amounts are stated in Canadian dollars ("$"), unless specified that they are stated in
U.S. dollars ("US$"). As indicated in the table below, the Canadian dollar has fluctuated in value compared to
the U.S. dollar over time.
The tables below sets forth the high and low daily exchange rates, the average yearly rate and the rate at
period end between Canadian dollars and U.S. dollars (in U.S. dollars per Canadian dollar) for the periods listed
below, as applicable. All references to exchange rates prior to January 1, 2017 are based on the "noon exchange
rate" as reported by the Bank of Canada prior to April 28, 2017 and all references to exchange rates on or after
January 1, 2017 are based on the "daily exchange rate" as reported by the Bank of Canada. On October 3, 2017,
the daily exchange rate was US$0.8000 = $1.00.
Year Ended October 31,
High
Low
Average Rate(1)
At Period End
2012
1.0299
0.9536
0.9968
1.0004
2013
1.0164
0.9455
0.9777
0.9589
2014
0.9602
0.9170
0.9149
0.8869
2015
0.8900
0.7455
0.7979
0.7644
2016
0.7972
0.6854
0.7550
0.7461
Nine Months Ended July 31,
High
Low
Average Rate(1)
At Period End
2016
0.7972
0.6854
0.7535
0.7668
2017
0.8034
0.7276
0.7559
0.8010
Month of 2017
High
Low
Average Rate
At Period End
April
0.7533
0.7320
0.7441
0.7320
May
0.7437
0.7276
0.7350
0.7407
June
0.7706
0.7405
0.7521
0.7706
July
0.8034
0.7703
0.7883
0.8010
August
0.8012
0.7840
0.7934
0.7977
September
0.8245
0.8013
0.8142
0.8013
October (through October 3)
0.8000
0.7997
0.7999
0.8000
(1)
The average of the noon exchange rates or the daily exchange rates, as applicable, on the last business day of each full month during the
relevant period.
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SUMMARY OF THE OFFERING
The summary below describes the principal terms of the Notes. Certain of the terms and conditions
described below are subject to important limitations and exceptions. The "Description of the Notes" section of
this Prospectus Supplement and the "Description of the Debt Securities We May Offer" and "Description of
Certain Provisions Relating to the Debt Securities We May Offer" sections of the accompanying Prospectus
contain a more detailed description of the terms and conditions of the Notes and the "Description of Common
Shares and Preferred Shares" section of the accompanying Prospectus contains a more detailed description of
Common Shares to be issued upon an NVCC Automatic Conversion (as defined below). As used in this section,
the "Bank," "we," "us" and "our" refer to The Bank of Nova Scotia and not to its subsidiaries.
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Bank of Nova Scotia
Notes Offered . . . . . . . . . . . . . . . . . . . . . . . . . . . .
US$1,250,000,000 aggregate principal amount of 4.650%
Fixed to Floating Rate Non-Cumulative Subordinated
Additional Tier 1 Capital Notes (Non-Viability Contingent
Capital (NVCC)) (the "Notes").
Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Notes have no scheduled maturity or redemption date.
Accordingly, the Bank is not required to make any
repayment of the principal amount of the Notes except in the
event of bankruptcy or insolvency and provided that an
NVCC Automatic Conversion has not occurred. See
"Description of the Notes--Events of Default" and
"Description of the Notes--NVCC Automatic Conversion."
Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
From and including the Issue Date to, but excluding,
October 12, 2022 (the "Fixed Rate Period"), interest will
accrue on the Notes at an initial rate equal to 4.650% per
annum. From and including October 12, 2022 (the "Floating
Rate Period"), interest will accrue on the Notes at a rate per
annum equal to three-month LIBOR (as defined herein) plus
2.648% and will reset quarterly.
Interest Payment Dates . . . . . . . . . . . . . . . . . . . . .
Subject to the Bank's right to cancel interest payments, interest
on the Notes will be payable semi-annually in arrears on
April 12 and October 12 of each year, commencing on
April 12, 2018 to and including October 12, 2022, and
quarterly in arrears on January 12, April 12, July 12 and
October 12 of each year, commencing on January 12, 2023
(each, an "Interest Payment Date").
Discretionary Cancellation of Interest
Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest will be due and payable on an Interest Payment Date
only if it is not cancelled by the Bank. Any cancelled interest
payments will not be cumulative. The Bank has the sole and
absolute discretion at all times and for any reason to cancel
(in whole or in part), with notice to the holders of the Notes,
any interest payment that would otherwise be payable on any
Interest Payment Date. As a result, you may not receive any
interest on any Interest Payment Date or at any other times,
and you will have no claims whatsoever in respect of that
cancelled interest. See "Description of the Notes--
Cancellation of Interest Payments."
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Status and Subordination . . . . . . . . . . . . . . . . . . .
The Notes will be the Bank's direct unsecured obligations and,
in the event of the Bank's insolvency or winding-up, will rank
(a) subordinate in right of payment to the prior payment in full
of all Higher Ranked Indebtedness (as defined herein) and (b)
in right of payment equally with and not prior to Deeply
Subordinated Indebtedness (as defined herein) (other than
Deeply Subordinated Indebtedness which by its terms ranks
subordinate to the Notes) of the Bank, in each case, from time
to time outstanding. The Notes will constitute subordinated
indebtedness for the purposes of the Bank Act. In the event of
the Bank's insolvency or winding-up, the Notes will rank ahead
of the Bank's Common Shares and preferred shares.
The Notes will not constitute deposits that are insured under
the Canada Deposit Insurance Corporation Act (Canada) or
by the United States Federal Deposit Insurance Corporation
or any other Canadian or U.S. government agency or
instrumentality.
Optional Redemption . . . . . . . . . . . . . . . . . . . . . .
The Bank may, at its option, with the prior written approval
of the Superintendent of Financial Institutions (Canada) (the
"Superintendent"), redeem the Notes, in whole or in part, on
any Interest Payment Date on or after October 12, 2022, at a
redemption price equal to 100% of the principal amount
thereof, plus any accrued and unpaid interest up to, but
excluding, the date of redemption (except to the extent such
unpaid interest was cancelled).
The Bank may, at its option, with the prior written approval of
the Superintendent, redeem the Notes, in whole but not in
part, at any time within 90 days following a Regulatory Event
Date (as defined herein), at a redemption price equal to 100%
of the principal amount thereof, plus any accrued and unpaid
interest up to, but excluding, the date of redemption (except to
the extent such unpaid interest was cancelled).
Additionally, the Bank may, at its option, with the prior written
approval of the Superintendent, redeem the Notes, in whole but
not in part, on any date following the occurrence of a Tax
Event (as defined herein), at a redemption price equal to 100%
of the principal amount thereof, plus any accrued and unpaid
interest up to, but excluding, the date of redemption (except to
the extent such unpaid interest was cancelled).
See "Description of the Notes--Redemption."
Payment of Additional Amounts . . . . . . . . . . . . .
Subject to the Bank's sole and absolute right to cancel
interest payments at any time, the Bank will pay additional
amounts in respect of any withholding or deduction imposed
in respect of payments on the Notes subject to certain
exemptions as described under "Description of the Notes--
Payment of Additional Amounts."
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NVCC Automatic Conversion . . . . . . . . . . . . . . .
Upon the occurrence of a Trigger Event (as defined below),
each outstanding Note will automatically and immediately be
converted, on a full and permanent basis, without the consent
of the holders thereof, into that number of Common Shares
determined by dividing (a) the product of the Multiplier and
the Note Value, by (b) the Conversion Price (an "NVCC
Automatic Conversion"). See "Description of the Notes--
NVCC Automatic Conversion."
"Conversion Price" means, in respect of each Note, the
greater of (i) the Floor Price and (ii) the Current Market
Price.
"Current Market Price" means the volume weighted
average trading price of the Common Shares on the TSX or,
if not then listed on the TSX, on another exchange or market
chosen by the board of directors of the Bank on which the
Common Shares are then traded, for the 10 consecutive
trading days ending on the trading day immediately prior to
the date on which the Trigger Event occurs (with the
conversion occurring as of the start of business on the date
on which the Trigger Event occurs), converted (if not
denominated in U.S. dollars) into U.S. dollars at the
Prevailing Rate on the day immediately prior to the date on
which the Trigger Event occurs. If no such trading prices are
available, Current Market Price shall be the Floor Price.
"Floor Price" means the U.S. dollar equivalent of
CAD$5.00 converted into U.S. dollars at the Prevailing Rate
on the day immediately prior to the date on which the
Trigger Event occurs, subject to adjustment in the event of
(i) the issuance of Common Shares or securities
exchangeable for or convertible into Common Shares to all
holders of Common Shares as a stock dividend, (ii) the
subdivision, redivision or change of the Common Shares
into a greater number of Common Shares, or (iii) the
reduction, combination or consolidation of the Common
Shares into a lesser number of Common Shares. The
adjustment shall be calculated to the nearest one-tenth of
one cent provided that no adjustment of the Floor Price shall
be required unless such adjustment would require an
increase or decrease of at least 1% of the Floor Price then in
effect; provided, however, that in such case any adjustment
that would otherwise be required to be made will be carried
forward and will be made at the time of and together with
the next subsequent adjustment which, together with any
adjustments so carried forward, will amount to at least 1%
of the Floor Price.
"Multiplier" means 1.25.
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"Note Value" means, in respect of each Note, US$1,000 plus
any accrued and unpaid interest on such Note up to, but
excluding, the date of the Trigger Event (except to the extent
such unpaid interest was cancelled).
"Prevailing Rate" means, in respect of any currencies on
any day, the spot rate of exchange between the relevant
currencies prevailing as at or about 12:00 noon (New York
time) on that date as appearing on or derived from the
Relevant Page or, if such a rate cannot be determined at
such time, the rate prevailing as at or about 12:00 noon
(New York time) on the immediately preceding day on
which such rate can be so determined or, if such rate cannot
be so determined by reference to the Relevant Page, the rate
determined in such other manner as an Independent
Financial Adviser (as defined herein) shall consider in good
faith appropriate.
"Relevant Page" means the relevant page on Bloomberg or
such other information service provider that displays the
relevant information.
Trigger Event . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trigger Event has the meaning set out in the Office of the
Superintendent of Financial Institutions (Canada) ("OSFI"),
Guideline for Capital Adequacy Requirements (CAR),
Chapter 2 - Definition of Capital dated December 2016, as
such term may be amended or superseded by OSFI from
time to time, which term currently provides that each of the
following constitutes a Trigger Event:
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the Superintendent publicly announces that the Bank
has been advised, in writing, that the Superintendent is of
the opinion that the Bank has ceased, or is about to cease,
to be viable and that, after the conversion of the Notes and
all other contingent instruments issued by the Bank and
taking into account any other factors or circumstances that
are considered relevant or appropriate, it is reasonably
likely that the viability of the Bank will be restored or
maintained; or
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a federal or provincial government in Canada
publicly announces that the Bank has accepted or agreed
to accept a capital injection, or equivalent support, from
the federal government or any provincial government or
political subdivision or agent or agency thereof without
which the Bank would have been determined by the
Superintendent to be non-viable.
Restrictions on the Payment of Dividends
and Retirement of Shares . . . . . . . . . . . . . . . . . . .
If on any Interest Payment Date, the Bank does not pay in full
the applicable interest on the Notes that is due and payable on
such Interest Payment Date (whether as a result of
cancellation or otherwise), the Bank will not (a) declare
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