BNS.PR.I - Series 40 - ScotiaBank Preferred Shares

BNS.PR.I – Series 40 – ScotiaBank Preferred Shares

The following is a set of excerpts from the prospectus document for the Non-cumulative 5-Year Rate Reset Preferred Shares Series 40 (Non-Viability Contingent Capital (NVCC)). The excerpts, highlight the most relevant information, an investor should know when analyzing this preferred. A link to the prospectus is provided lower in this page. The original document for BNS.PR.I – Series 40 – ScotiaBank Preferred Shares was used for the excerpts and the important information was highlighted for quick access.

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Excerpt: Size and initial yield

October 4, 2018: $300,000,000 (12,000,000 Shares) Non-cumulative 5-Year Rate Reset Preferred Shares Series 40 (Non-Viability Contingent Capital (NVCC)) The holders of Non-cumulative 5-Year Rate Reset Preferred Shares Series 40 (Non-Viability Contingent Capital (NVCC)) (the “Preferred Shares Series 40”) of The Bank of Nova Scotia (the “Bank”) will be entitled to receive fixed non-cumulative preferential cash dividends, as and when declared by the board of directors of the Bank (the “Board of Directors”), for the initial period commencing on the Closing Date (as defined herein) and ending on and including January 26, 2024 (the “Initial Fixed Rate Period”), payable quarterly on the third last business day of January, April, July and October in each year, at an annual rate equal to $1.2125 per share, representing a rate per annum of 4.85% (the “Initial Dividend Rate”). The initial dividend, if declared, will be payable on January 29, 2019 and will be $0.3621 per share, based on the anticipated closing date of October 12, 2018 (the “Closing Date”). Reference is made to “Details of the Offering”.

Excerpt: Reset Date and Yield Terms

For each five-year period after the Initial Fixed Rate Period (each a “Subsequent Fixed Rate Period”), the holders of Preferred Shares Series 40 will be entitled to receive fixed non-cumulative preferential cash dividends, as and when declared by the Board of Directors, payable quarterly on the third last business day of January, April, July and October in each year, in the amount per share per annum determined by multiplying the Annual Fixed Dividend Rate (as defined herein) applicable to such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend Rate for the ensuing Subsequent Fixed Rate Period will be determined by the Bank on the 30th day prior to the first day of such Subsequent Fixed Rate Period and will be equal to the sum of the Government of Canada Yield (as defined herein) on the date on which the Annual Fixed Dividend Rate is determined plus 2.43%. Reference is made to “Details of the Offering”.

Excerpt: Conversion Terms

Option to Convert Into Preferred Shares Series 41 The holders of Preferred Shares Series 40 will have the right, at their option, to convert their shares into Noncumulative Floating Rate Preferred Shares Series 41 (Non-Viability Contingent Capital (NVCC)) of the Bank (the “Preferred Shares Series 41”), subject to certain conditions, on January 27, 2024 and on January 27 every five years thereafter. The holders of Preferred Shares Series 41 will be entitled to receive floating rate non-cumulative preferential cash dividends, as and when declared by the Board of Directors, payable quarterly on the third last business day of January, April, July and October in each year (the initial quarterly dividend period and each subsequent quarterly dividend period is referred to as a “Quarterly Floating Rate Period”), in the amount per share determined by multiplying the applicable Floating Quarterly Dividend Rate (as defined herein) by $25.00. The Floating Quarterly Dividend Rate will be equal to the sum of the T-Bill Rate (as defined herein) plus 2.43% determined by the Bank on the 30th day prior to the first day of the applicable Quarterly Floating Rate Period. Reference is made to “Details of the Offering”.