Obligation Scotia Perú S.A. 4.5% ( USP8542TAP23 ) en USD

Société émettrice Scotia Perú S.A.
Prix sur le marché refresh price now   99.7 %  ⇌ 
Pays  Perou
Code ISIN  USP8542TAP23 ( en USD )
Coupon 4.5% par an ( paiement semestriel )
Echéance 12/12/2027



Prospectus brochure de l'obligation Scotiabank Peru S.A USP8542TAP23 en USD 4.5%, échéance 12/12/2027


Montant Minimal 10 000 USD
Montant de l'émission 400 000 000 USD
Cusip P8542TAP2
Prochain Coupon 13/12/2025 ( Dans 148 jours )
Description détaillée Scotiabank Perú S.A. est une banque commerciale majeure au Pérou, filiale du groupe bancaire canadien Scotiabank, offrant une large gamme de produits et services financiers aux particuliers et aux entreprises, incluant des services de dépôt, de crédit, d'investissement et de gestion de patrimoine.

L'Obligation émise par Scotia Perú S.A. ( Perou ) , en USD, avec le code ISIN USP8542TAP23, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 12/12/2027








OFFERING MEMORANDUM


U.S.$400,000,000
SCOTIABANK PERÚ S.A.A.
4.50% FIXED-TO-FLOATING RATE SUBORDINATED NOTES DUE 2027
______________________________
Scotiabank Perú S.A.A. ("Scotiabank Perú") a commercial bank organized and existing under the laws of the Republic of Peru ("Peru") is offering U.S.$400,000,000 aggregate principal
amount of fixed-to-floating rate subordinated notes due 2027 (the "Notes"). The Notes will mature on December 13, 2027. The Notes will bear interest of 4.50% per year to, but excluding
December 13, 2022, and from December 13, 2022, at a floating rate of three-month LIBOR plus 3.856% per year. Interest will be payable on June 13 and December 13 of each year,
commencing on June 13, 2013, until December 13, 2022, and quarterly on each March 13, June 13, September 13 and December 13 thereafter.
Payments in respect of the Notes will be made without deduction of, withholding for or on account of, taxes imposed by Peru or other then-applicable jurisdictions, subject to certain
exceptions. See "Description of the NotesPayment of Additional Amounts." With the prior approval of the Peruvian Superintendencia de Banca, Seguros y Administradoras Privadas de
Fondos de Pensiones (Superintendency of Banks, Insurance and Private Pension Fund Administrators, or the "SBS"), or other then-applicable Peruvian governmental authority, if then
required, Scotiabank Perú may redeem the Notes, in whole or in part, on December 13, 2017 or on any date occurring thereafter until December 13, 2022 by paying the greater of the
outstanding principal amount of the Notes and the "make-whole" amount set forth in this offering memorandum ("Offering Memorandum"). With the prior approval of the SBS, or other then-
applicable Peruvian governmental authority, if then required, Scotiabank Perú may also redeem the Notes, in whole or in part, on December 13, 2022 or on any interest payment date occurring
thereafter at a redemption price equal to 100% of the principal amount of the Notes on such redemption date. Following the occurrence of certain changes in Peruvian or other then-applicable
tax laws or regulations or regulatory events under Peruvian laws, with the prior approval of the SBS, or other then-applicable Peruvian governmental authority, if then required, Scotiabank
Perú may redeem the Notes in whole, but not in part, at a redemption price equal to 101% of the principal amount of the Notes on such redemption date in the case of a redemption following a
change in tax law, and at a redemption price equal to the "make-whole" amount set forth in this Offering Memorandum, in the case of a redemption following a regulatory event. See
"Description of the NotesRedemption Prior to Maturity."
The Notes will be Scotiabank Perú's direct, unsecured, subordinated obligations and will rank pari passu without preference among themselves. In the event of the bankruptcy, liquidation or
dissolution of Scotiabank Perú under the General Law of the Financial and Insurance Systems and Organic Law of the SBS - Law No. 26702 (the "Peruvian Banking Law"), the Notes will
rank junior in right of payment to the payment of all of Scotiabank Perú's Senior Obligations, pari passu in right of payment with Scotiabank Perú's Parity Securities, and senior in right of
payment to Scotiabank Perú's Junior Securities. The terms "Senior Obligations," "Parity Securities" and "Junior Securities" are defined under "Description of the NotesCertain
Definitions." The Notes will be structurally subordinated to the existing and future obligations of Scotiabank Perú's subsidiaries, including trade payables. The Notes will not be guaranteed
by Scotiabank Perú's parent company or any of its subsidiaries.
For a more detailed description of the Notes, see "Description of the Notes" beginning on page 133.
No public market currently exists for the Notes. Scotiabank Perú has applied to list the Notes on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF Market.
See "Listing and General Information." This Offering Memorandum constitutes a prospectus for purposes of the Luxembourg Law dated 10 July 2005 on prospectuses for securities, as
amended.
___________________________________
Investing in the Notes involves risks. See "Risk Factors" beginning on page 20 of this Offering Memorandum.
___________________________________
Price: 100% and accrued interest, if any, from December 13, 2012.
___________________________________
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the "Securities Act"), or any U.S. state securities law and are being offered only to
(1) qualified institutional buyers, or QIBs, under Rule 144A and (2) outside the United States in compliance with Regulation S. Prospective purchasers that are QIBs are hereby notified that
the sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Any offer or sale of the Notes in any member state of
the European Economic Area that has implemented Directive 2003/71/EC (the "Prospectus Directive") must be addressed to qualified investors (as defined in the Prospectus Directive). This
Offering Memorandum has not been approved by a competent authority within the meaning of the Prospectus Directive. For more information about restrictions on transfer of the Notes, see
"Notice to Investors" beginning on page 163.
Prior to the issuance of the Notes, Scotiabank Perú will register the Notes and this Offering Memorandum with the Peruvian Superintendency of the Securities Market (Superintendencia del
Mercado de Valores, or "SMV"). In Peru, this offering will be considered a public offering directed exclusively to "institutional investors" (as such term is defined under the Seventh Final
Disposition of CONASEV Resolution No. 141-98-EF/94.10, as amended). Prior to the issuance of the Notes, Scotiabank Perú will cause the Notes and this Offering Memorandum to be
registered with the SMV in accordance with the procedure set forth in Section IV.2.A.b).4 of the Manual para el Cumplimiento de los Requisitos Aplicables a Ofertas Públicas de Valores
Mobiliarios (Manual for Compliance with the Requirements Applicable to the Public Offering of Securities), as amended by SMV Resolution No. 004-2011-EF/94.01.1.
The Notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including Euroclear Bank S.A./N.V.,
as operator of the Euroclear System, and Clearstream Banking, société anonyme, on or about December 13, 2012.
___________________________________
Joint Book-Running Managers
BofA Merrill Lynch
Goldman, Sachs & Co.
Scotiabank

Peruvian Placement Agent
Scotia Bolsa
__________________________________________________
Offering Memorandum dated December 6, 2012




TABLE OF CONTENTS
____________________
Page
Page

Enforceability of Civil Liabilities .............................. vi
Business .................................................................... 93
Forward-Looking Statements ................................... vii
Regulatory Environment ......................................... 116
Presentation of Financial Information and Certain
Management ............................................................ 126
Metrics ................................................................ ix
Ownership ............................................................... 131
Market and Industry Information ............................... xi
Related-Party Transactions ..................................... 132
Summary..................................................................... 1
Description of the Notes ......................................... 133
The Offering ............................................................. 10
Benefit Plan Considerations .................................... 152
Summary Financial Information ............................... 15
Taxation .................................................................. 153
Risk Factors .............................................................. 20
Plan of Distribution ................................................. 158
Foreign Exchange Rates ........................................... 37
Notice to Investors .................................................. 163
Use of Proceeds ........................................................ 38
Legal Matters .......................................................... 166
Capitalization ............................................................ 39
Listing and General Information ............................. 166
Selected Financial Information ................................. 40
Independent Accountants ........................................ 167
Management's Discussion and Analysis of
Available Information ............................................. 167
Financial Condition and Results of
Index to Financial Statements ................................. F-1
Operations ......................................................... 45
Significant Differences Between Peruvian
Selected Statistical and Other Information ............... 77
Banking GAAP and IFRS-IASB...................... A-1
___________________________________
You should only rely on the information contained in this Offering Memorandum. Scotiabank Perú has not
authorized anyone to provide you with different information. Neither Scotiabank Perú nor Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Goldman, Sachs & Co. or Scotia Capital (USA) Inc. (the "Initial Purchasers") are
making an offer of the Notes in any jurisdiction where the offer is not permitted. This document may only be used
where it is legal to sell the Notes (or beneficial interests therein). You should not assume that the information
contained in this Offering Memorandum is accurate as of any date other than the date on the cover of this Offering
Memorandum regardless of time of delivery or any sale of the Notes.
This Offering Memorandum has been prepared by Scotiabank Perú based upon its own information and
information obtained from Peruvian authorities or published sources. Scotiabank Perú has taken all reasonable care
to ensure: (a) that the information contained in this Offering Memorandum in relation to Scotiabank Perú, the Scotia
Perú Group and the Notes is true and complete in all material respects and in accordance with the facts and does not
omit anything that is likely to affect its import and (b) that there are no material facts the omission of which would
make any statement herein misleading.
This Offering Memorandum contains descriptions of certain provisions of the Notes and other related
documents. This Offering Memorandum does not purport to contain complete summaries of the terms of the Notes
or such documents, and all information herein about the Notes and such documents is qualified in its entirety by
reference to the Notes and such documents.
The Initial Purchasers assume no responsibility for, and make no representation or warranty, express or implied,
as to the accuracy or completeness of the information contained in this Offering Memorandum. Nothing contained
in this Offering Memorandum is or shall be relied upon as, or a promise or representation by the Initial Purchasers as
to the past or future. The Initial Purchasers accept no responsibility in relation to the information in this Offering
Memorandum or any other information provided by Scotiabank Perú (as defined below).
Unless otherwise indicated or the context otherwise requires, certain terms used herein shall have the following
meanings:
references in this Offering Memorandum to "Scotiabank Perú" shall refer to Scotiabank Perú S.A.A. on
an unconsolidated basis; and

i



references in this Offering Memorandum to the "Scotia Perú Group" shall refer to Scotiabank Perú
S.A.A. and each of its Subsidiaries (as defined below) on a consolidated basis;
"Subsidiaries" shall collectively mean the following wholly owned consolidated operating subsidiaries
of Scotiabank Perú: CrediScotia Financiera S.A. ("CrediScotia"), Scotia Fondos Sociedad
Administradora de Fondos S.A. ("Scotia Fondos"), Scotia Sociedad Agente de Bolsa S.A. ("Scotia
Bolsa"), Scotia Sociedad Titulizadora S.A. ("Scotia Titulizadora"), Servicios Cobranzas e Inversiones
S.A.C. ("SCI") and Depósitos S.A. ("DEPSA") as well as the special purpose vehicle SBP DPR
Finance Company ("SBP DPR").
___________________________________
This Offering Memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any
Notes offered hereby by any person in any jurisdiction in which it is unlawful for such person to make such
an offer or solicitation. Neither the delivery of this Offering Memorandum nor any sale made hereunder
shall under any circumstances imply that there has been no change in the affairs of Scotiabank Perú or the
affairs of its Subsidiaries or that the information set forth in this Offering Memorandum is correct as of any
date subsequent to the date of this Offering Memorandum.
___________________________________
This Offering Memorandum has been prepared by Scotiabank Perú solely for use in connection with the
proposed offering of the Notes. Scotiabank Perú reserves the right to reject any offer to purchase, in whole or in
part, for any reason, or to sell less than all of the Notes offered by this Offering Memorandum. Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and Scotia Capital (USA) Inc. will act as Initial
Purchasers with respect to the offering of the Notes. This Offering Memorandum is personal to you and does not
constitute an offer to any other person or to the public in general to subscribe for or otherwise acquire the Notes.
'Scotiabank Perú has prepared this Offering Memorandum for use solely in connection with the proposed
offering of the Notes. This Offering Memorandum does not constitute an offer to any other person or to the public
in general to subscribe for or otherwise acquire the Notes (other than pursuant to CONASEV Resolution No. 079-
2008-EF/94.01.1 and Resolution SMV No. 004-2011-EF/94.01.1) other than to the offeree to whom it has been
delivered by the Initial Purchasers.
The distribution of this Offering Memorandum and the offering of the Notes in certain jurisdictions may be
restricted by law. By coming into possession of this Offering Memorandum, you are required by Scotiabank Perú
and the Initial Purchasers to inform yourself about and to observe any such restrictions. In particular, there are
restrictions on the distribution of this Offering Memorandum and the offer and sale of the Notes (and any beneficial
interest therein) in the United States, Peru and the United Kingdom.
You are advised that the Notes are not in any manner obligations of, or guaranteed by, The Bank of Nova
Scotia ("BNS") and/or any of its affiliates.
You must (1) comply with all applicable laws and regulations in force in any jurisdiction in connection with the
possession or distribution of this Offering Memorandum and the purchase, offer or sale of the Notes, and (2) obtain
any required consent, approval or permission for the purchase, offer or sale by you of the Notes under the laws and
regulations applicable to you in force in any jurisdiction to which you are subject or in which you make such
purchases, offers or sales, and neither Scotiabank Perú nor the Initial Purchasers or their agents have any
responsibility therefore. See "Notice to Investors" for information concerning some of the transfer restrictions
applicable to the Notes.
You acknowledge that:

you have been afforded an opportunity to request from Scotiabank Perú, and to review, all additional
information considered by you to be necessary to verify the accuracy of, or to supplement, the information
contained in this Offering Memorandum;

ii




you have not relied on the Initial Purchasers or their respective agents or any person affiliated with the Initial
Purchasers or their respective agents in connection with your investigation of the accuracy of such information
or your investment decision; and

no person has been authorized to give any information or to make any representation concerning Scotiabank
Perú or the Notes other than those as set forth in this Offering Memorandum. If given or made, any such other
information or representation should not be relied upon as having been authorized by Scotiabank Perú, the
Initial Purchasers or their agents.
The Notes have not been registered under the Securities Act, any U.S. state securities laws or the laws of any
other jurisdiction (other than Peru). The Notes (or beneficial interests therein) may not be offered or sold in Peru
except in compliance with the securities laws thereof. The Notes do not have the benefit of bank deposit insurance
under the laws of Peru, the United States or any other jurisdiction. The Notes are not deposits with Scotiabank Perú.
Prior to the issuance of the Notes, Scotiabank Perú will register the Notes and this Offering Memorandum with
the SMV. In Peru, this offering will be considered a public offering directed exclusively to "institutional investors"
(as such term is defined under the Seventh Final Disposition of CONASEV Resolution No. 141-98-EF/94.10.1, as
amended by CONASEV Resolution No. 079-2008-EF/94.01.1).
In making an investment decision, you must rely on your own examination of Scotiabank Perú's business and
the terms of this offering, including the merits and risks involved. The Notes have not been recommended by the
Securities and Exchange Commission (the "SEC") or any state securities commission or any Peruvian, or other
regulatory authority, including the SMV. Furthermore, these authorities have not confirmed the accuracy or
determined the adequacy of this Offering Memorandum. Any representation to the contrary is a criminal offense.
In connection with the offering outside Peru, the Initial Purchasers may over-allot Notes or effect transaction
with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, there is no assurance that the Initial Purchasers will undertake stabilization action at all. Any stabilization
action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is
made and, if begun, the Initial Purchasers may discontinue it at any time, but it must end no later than 30 days after
the issuance of the Notes.
The Notes may not be transferred or resold except as permitted under the Securities Act and related regulations
and applicable state securities laws. In making your purchase, you will be deemed to have made certain
acknowledgements, representations and agreements set forth in this Offering Memorandum under the caption
"Notice to Investors." You should be aware that you may be required to bear the financial risks of this investment
for an indefinite period of time.
This Offering Memorandum may only be used for the purpose for which it has been published. Neither the
Initial Purchasers nor any of their agents is making any representation or warranty as to the accuracy or
completeness of the information contained in this Offering Memorandum, and nothing contained in this Offering
Memorandum is, or shall be relied upon as, a promise or representation, whether as to the past or the future.
See "Risk Factors," following "Summary," for a description of certain factors relating to an investment in the
Notes, including information about Scotiabank Perú's business. None of Scotiabank Perú, the Initial Purchasers or
any of their representatives is making any representation to you regarding the legality of an investment by you under
applicable legal investment or similar laws.
You are not to construe the contents of this Offering Memorandum or any previous or subsequent
communications from Scotiabank Perú, the Initial Purchasers or any of their representatives as investment, legal,
accounting, regulatory, tax or other advice. Before investing in the Notes, you should consult with your own
business, legal, accounting, regulatory, tax and other advisors to determine the appropriateness and consequences of
an investment in the Notes in your specific circumstances and arrive at an independent evaluation of the investment
based upon, among other things, your own views as to the risks associated with the Notes, Scotiabank Perú and the
Scotia Perú Group. If you are subject to legal restrictions, you should consult your legal advisors to determine
whether and to what extent the Notes constitute legal investments for you.

iii



___________________________________
The Notes will be available initially only in book-entry form. Scotiabank Perú expects that the Notes offered
and sold in the United States to QIBs in reliance upon Rule 144A will be represented by beneficial interests in a
permanent global note in fully registered form without interest coupons (the "Rule 144A Note"). Scotiabank Perú
expects that the Notes offered and sold outside the United States to non-U.S. persons pursuant to Regulation S will
be represented by beneficial interests in a permanent global note in fully registered form without interest coupons
(the "Regulation S Note" and, together with the Rule 144A Note, the "Global Notes"). The Global Notes will be
deposited with The Depository Trust Company. Notes shall be issued in minimum denominations of U.S.$10,000
and integral multiples of U.S.$1,000 in excess thereof. See "Description of the Notes" for further discussion of
these matters.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF
THE NEW HAMPSHIRE REVISED STATUTES (RSA 421-B) WITH THE STATE OF
NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE STATE OF
NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT
THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE OF THE STATE OF
NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR
CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR
CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF
THIS PARAGRAPH.
NOTICE TO RESIDENTS OF PERU
IN PERU THIS OFFERING WILL BE CONSIDERED A PUBLIC OFFERING DIRECTED
EXCLUSIVELY TO "INSTITUTIONAL INVESTORS" (AS SUCH TERM IS DEFINED UNDER THE
SEVENTH FINAL DISPOSITION OF CONASEV'S RESOLUTION NO. 141-98-EF/94.10, AS AMENDED).
PRIOR TO THE ISSUANCE OF THE NOTES, IT IS INTENDED THAT THE NOTES AND THIS
OFFERING MEMORANDUM WILL BE REGISTERED WITH THE SMV IN ACCORDANCE WITH
THE PROCEDURES SET FORTH IN SECTION IV.2.A.B).4 OF THE MANUAL FOR COMPLIANCE
WITH THE REQUIREMENTS APPLICABLE TO THE PUBLIC OFFERING OF SECURITIES (MANUAL
PARA EL CUMPLIMIENTO DE LOS REQUISITOS APLICABLES A OFERTAS PÚBLICAS DE VALORES
MOBILIARIOS), AS AMENDED BY SMV RESOLUTION NO. 004-2011-EF/94.01.1, APPLICABLE TO
U.S. OFFERINGS IN RELIANCE OF RULE 144A UNDER THE U.S. SECURITIES ACT WITH A LOCAL
PERUVIAN COMPONENT. THE NOTES OFFERED HEREBY ARE SUBJECT TO TRANSFER AND
RESALE RESTRICTIONS AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER CONASEV RESOLUTION NO. 079-2008-EF/94.01.1, AS AMENDED.
THE NOTES HAVE BEEN PROVISIONALLY REGISTERED WITH THE FOREIGN INVESTMENT
AND DERIVATIVES INSTRUMENTS REGISTRY (REGISTRO DE INSTRUMENTOS DE INVERSIÓN Y
DE OPERACIONES DE COBERTURA DE RIESGO EXTRANJEROS) OF THE SBS, IN ORDER TO MAKE
THE NOTES ELIGIBLE FOR PERUVIAN PENSION FUND INVESTMENT, AS REQUIRED BY
PERUVIAN LEGISLATION. DEFINITIVE REGISTRATION WILL BE CONDITIONED ON THE

iv



DELIVERY OF THE FINAL OFFERING MEMORANDUM AND OTHER ANCILLARY DOCUMENTS
TO THE SBS.
NOTICE TO RESIDENTS OF THE UNITED KINGDOM
This Offering Memorandum may be distributed only to, and is directed only at, and any offer subsequently
made may only be directed at, persons who are "qualified investors" (as defined in the Prospectus Directive) (i) who
have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), and/or (ii) who are high net
worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to
(d) of the Order (all such persons together being referred to as "relevant persons"). This document must not be acted
on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any
investment or investment activity to which this document relates is only available to, and will be engaged in with,
relevant persons.
NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA
In relation to any member state of the European Economic Area that has implemented the Prospectus Directive
(each such member state, a "Relevant Member State"), this Offering Memorandum is only addressed to and is only
directed at qualified investors in that Relevant Member State within the meaning of the Prospectus Directive.
This Offering Memorandum has been prepared on the basis that all offers of the Notes (or beneficial interests
therein) in a Relevant Member State will be made pursuant to an exemption under the Prospectus Directive, as
implemented in such Relevant Member State, from the requirement to produce a prospectus for offers of the Notes.
Accordingly, any person making or intending to make any offer within the European Economic Area of the Notes
(or beneficial interests therein) that are the subject of the placement contemplated in this Offering Memorandum
should do so in circumstances in which no obligation arises for Scotiabank Perú or any Initial Purchaser to produce a
prospectus for such offer.

v



ENFORCEABILITY OF CIVIL LIABILITIES
Scotiabank Perú is a commercial bank organized and existing under the laws of Peru. Substantially all of
Scotiabank Perú's directors and officers reside in Peru, and all or a significant portion of the assets of such persons
may be, and substantially all of Scotiabank Perú's assets are, located outside the United States. As a result, it may
not be possible for investors to effect service of process upon such persons or entities outside Peru or to enforce
against them in the courts of jurisdictions other than Peru any judgments obtained in such courts that are predicated
upon the laws of such other jurisdictions.
Scotiabank Perú has been advised by its Peruvian counsel, Payet Rey Cauvi Abogados, that any final and
conclusive judgment for a fixed and definitive sum obtained against Scotiabank Perú in any foreign court having
jurisdiction in respect of any suit, action or proceeding against Scotiabank Perú for the enforcement of any of
Scotiabank Perú's obligations under the Notes that are governed by New York law will, upon request, be deemed
valid and enforceable in Peru without the local court reopening the case provided that: (a) there is in effect a treaty
between the country where said foreign court sits and Peru regarding the recognition and enforcement of foreign
judgments or (b) in the absence of such a treaty, the following requirements are met:
(i)
the judgment does not resolve matters under the exclusive jurisdiction of Peruvian courts, and the matters
contemplated in respect of this Offering Memorandum or the Notes are not such matters;
(ii) such court had jurisdiction under its own private international conflicts of law rules and under general
principles of international procedural jurisdiction;
(iii) Scotiabank Perú has received service of process in accordance with the laws of the place where the
proceeding took place, Scotiabank Perú was granted a reasonable opportunity to appear before such foreign
court, and Scotiabank Perú was guaranteed due process rights;
(iv) the judgment has the status of res judicata as defined in the jurisdiction of the court rendering such judgment;
(v)
no pending litigation in Peru between the same parties for the same dispute was initiated before the
commencement of the proceeding that concluded with the foreign judgment;
(vi) the judgment is not incompatible with another judgment that fulfills the requirements of recognition and
enforceability established by Peruvian law unless such foreign judgment was rendered first;
(vii) the judgment is not contrary to public order or good morals; and
(viii) it is not proven that such foreign court denies enforcement of Peruvian judgments or engages in a review of
the merits thereof.
There is no existing treaty between the United States and Peru for the reciprocal enforcement of foreign
judgments. Scotiabank Perú has been advised by Payet Rey Cauvi Abogados, its Peruvian counsel, that in the
absence of such treaty, the requirements listed above need to be fulfilled for the recognition of a foreign judgment in
Peru, provided that such foreign judgment is previously (i) officially translated and (ii) apostilled or certified by the
competent Peruvian consulate, and that there is no reason to believe that any obligation under the Notes, which are
governed by New York law, would be contrary to Peruvian public policy, good morals, and international treaties
binding upon Peru or generally accepted principles of international law.
In connection with the issuance of the Notes, Scotiabank Perú will appoint The Bank of Nova Scotia, at its
registered office in New York, One Liberty Plaza, 165 Broadway, New York, N.Y. 10006, U.S.A. as Scotiabank
Perú's agent upon whom process may be served in connection with any proceedings in New York.

vi



FORWARD-LOOKING STATEMENTS
This Offering Memorandum contains statements that constitute estimates and forward-looking statements,
including but not limited to the sections "Summary," "Risk Factors," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business." These statements appear in a number of places in
this Offering Memorandum and include statements regarding Scotiabank Perú's intent, belief or current
expectations, and those of Scotiabank Perú's officers, with respect to (among other things) Scotiabank Perú's
financial condition.
Scotiabank Perú's estimates and forward-looking statements are based mainly on current expectations and
estimates of future events and trends, which affect, or may affect, Scotiabank Perú's business and results of
operations. Although Scotiabank Perú believes that these estimates and forward-looking statements are based upon
reasonable assumptions, they are subject to several risks and uncertainties and are based on information currently
available to Scotiabank Perú.
Scotiabank Perú's estimates and forward-looking statements may be influenced by the following factors, among
others:

changes in the demand from, and the financial condition of, Scotiabank Perú's customers, and competitive
conditions in the markets Scotiabank Perú serves;

changes in economic, political and business conditions in Peru;

changes in accounting principles, new legislation, intervention by regulatory authorities, government directives
and monetary or fiscal policy in Peru;

Scotiabank Perú's ability to meet capital and other requirements;

Scotiabank Perú's ability to compete successfully;

changes in Scotiabank Perú's business and financial condition;

Scotiabank Perú's ability to successfully implement marketing strategies;

Scotiabank Perú's identification of business opportunities;

Scotiabank Perú's ability to develop and introduce new products and services;

changes in the cost of products and Scotiabank Perú's operating costs;

Scotiabank Perú's level of indebtedness and other financial obligations;

Scotiabank Perú's ability to obtain financing on satisfactory terms;

Scotiabank Perú's ability to attract new customers;

inflation in Peru, devaluation or revaluation of the Nuevo Sol against the U.S. Dollar or other currencies and
interest rate fluctuations;

changes in the level of dollarization of the Peruvian economy;

decline in international commodity prices;

deterioration of the economic condition of Peru's neighboring countries;

vii




credit and other risks of lending, investing and conducting Scotiabank Perú's activities, including increases in
defaults by borrowers and other loan delinquencies and increases in the provision for loan losses;

the recent extreme contraction of liquidity in the international financial markets and equity, debt and foreign
exchange market volatility, which could lead to domestic volatility, declines in foreign direct and portfolio
investment and potentially lower international reserves;

increased cost or decreased availability of liquidity from loans provided by multilateral organizations, national
and international commercial banks and issuance of securities into the local or international capital markets;

present or future changes in laws and regulations, particularly the Peruvian Central Reserve Bank's (Banco
Central de Reserva del Perú, or the "Central Bank") and the SBS rules, related to Scotiabank Perú and its
capital requirements and Scotiabank Perú's lending and other activities, and tax matters;

the potential change, amendment, expiration or non-renewal of the Peruvian value added tax ("VAT")
exemption applicable to interest paid on securities, such as the Notes;

Scotiabank Perú's ability to maintain existing business relationships, and to create new relationships; and

other risk factors discussed under the "Risk Factors" in this Offering Memorandum.
The words "believe," "may," "may have," "would," "estimate," "continues," "anticipates," "should," "seeks,"
"intends," "hopes," and similar words are intended to identify estimates and forward-looking statements but are not
an exclusive means of identifying such statements. Estimates and forward-looking statements refer only to the date
when they were made, and Scotiabank Perú's undertakes no obligation to update or review any estimate or forward-
looking statement due to new information, future events or any other factors. Estimates and forward-looking
statements involve risks and uncertainties and do not guarantee future performance, as actual results or
developments may be substantially different from the expectations described in the forward-looking statements. In
light of the risks and uncertainties described above, the events referred to in the estimates and forward-looking
statements included in this Offering Memorandum may or may not occur, and Scotiabank Perú's business
performance and results of operation may differ materially from those expressed in Scotiabank Perú's estimates and
forward-looking statements, due to factors that include but are not limited to those mentioned above. Investors are
warned not to place undue reliance on any estimates or forward-looking statements in making decisions regarding
investment in the Notes.
Neither Scotiabank Perú nor the Initial Purchasers undertake any obligation to update or revise any estimates or
forward-looking statements, whether as a result of new information, future events or otherwise.

viii



PRESENTATION OF FINANCIAL INFORMATION AND CERTAIN METRICS
The audited financial statements as of and for the years ended December 31, 2009, 2010 and 2011 of the Scotia
Perú Group included herein (the "Annual Consolidated Financial Statements") and the unaudited interim
consolidated financial statements of the Scotia Perú Group as of and for the nine-month periods ended
September 30, 2011 and 2012 included herein (the "Interim Consolidated Financial Statements" and, together with
the Annual Consolidated Financial Statements, the "Consolidated Financial Statements") included herein have been
prepared and are presented in accordance with generally accepted accounting principles prescribed by the SBS for
Peruvian financial entities ("Peruvian Banking GAAP"). In the absence of rules promulgated by the SBS,
International Financial Reporting Standards ("IFRS-Peru"), as approved by the Peruvian Consejo Normativo de
Contabilidad (Accounting Standards Board, or "CNC"), apply. Peruvian Banking GAAP varies in certain respects
from IFRS-Peru and IFRS as issued by the International Accounting Standards Board or IASB ("IFRS-IASB").
Unless otherwise specified, in accordance with Peruvian Banking GAAP, the Consolidated Financial
Statements and other financial information contained in this Offering Memorandum are presented in consolidated
form. Consolidation principles under Peruvian Banking GAAP are based upon the concept of control requiring
consolidation of all controlled entities irrespective of the sector in which they operate. Under Peruvian Banking
GAAP, an enterprise is required to consolidate special purpose entities ("SPEs") when the substance of the
relationship between them indicates that the enterprise controls the SPE.
Unless otherwise specified or the context otherwise requires, references in the Consolidated Financial
Statements to "$," "U.S.$," "Dollars" and "U.S. Dollars" are to United States dollars, references to "C$" are to
Canadian dollars and references to "S/.," "Nuevo Sol" or "Nuevos Soles" are to Peruvian Nuevos Soles. Each
Nuevo Sol is divided into 100 céntimos (cents).
Certain amounts and percentages that appear in this Offering Memorandum have been subject to rounding
adjustments; accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the
figures that precede them. For the convenience of the reader, this Offering Memorandum presents translations of
certain Nuevo Sol amounts into U.S. Dollars at specified rates. Unless otherwise stated, any balance sheet or
income statement data in U.S. Dollars derived from the Consolidated Financial Statements have been translated
from Nuevos Soles into Dollars at the rate of S/.2.597 = U.S.$1.00 (being the exchange rate published by the SBS
on September 28, 2012, the latest available date, as September 30, 2012 fell on a non-business day).
No representation is made that the Nuevo Sol or U.S. Dollar amounts in this Offering Memorandum could have
been or could be converted into Dollars or Nuevos Soles, as the case may be, at any particular rate or at all. For a
discussion of the effects on the Scotia Perú Group of fluctuating exchange rates, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
The statistical information and discussion and analysis presented in "Selected Statistical and Other Information"
reflect the financial position of Scotiabank Perú and its subsidiary CrediScotia on a combined basis. The total assets
of Scotiabank Perú's remaining Subsidiaries (e.g., Scotia Fondos, Scotia Bolsa, Scotia Titulizadora, SCI, DEPSA
and SBP DPR) collectively represent less than 3% of the total assets of the Scotia Perú Group as of December 31,
2011, and have not been included in the selected statistical information and ratios in "Selected Statistical and Other
Information."
Further, Peruvian Banking GAAP does not require the Scotia Perú Group to prepare certain of the information
required to be disclosed under the SEC's Industry Guide 3, particularly daily average rates and volumes for certain
balance sheet items. The disclosure regarding these items included in this Offering Memorandum has been prepared
based solely on internal accounting records. This information has not been the subject of an audit or limited review
performed by our independent auditors. Accordingly, the Scotia Perú Group cannot assure you that the disclosure
relating to those items would not deviate materially from the disclosure included in this Offering Memorandum had
such information been the subject of an audit or limited review by its independent auditors.

ix


Document Outline