Form 424B5 BANK OF NOVA SCOTIA
Filed in accordance with Rule 424 (b) (5)
Registration statement n ° 333-228614
(in the Prospectus of December 26, 2018)
THE BANK OF NOVA SCOTIA
Senior floating rate notes of US $ 750,000,000 due 2023
(Tickets on deposit)
US $ 750,000,000 Senior 1.350% Notes due 2026
(Tickets on deposit)
US $ 650,000,000 Senior 2.150% Notes due 2031
(Tickets on deposit)
The aggregate principal amount of US $ 750,000,000 of the Senior Floating Rate Notes due 2023 (bail-inable notes) (the ?? Floating Rate Notes ??) offered by this Prospectus Supplement (this ?? Prospectus Supplement ??) will bear interest at a variable rate. equal to the compound SOFR (as defined herein) plus 0.280% and will mature on June 23, 2023. Interest on the floating rate notes will be payable in arrears on March 23, June 23, September 23 and December 23 of each year, starting September 23, 2021 and until June 23, 2023. See ?? Offer Details ?? Interest ?? Floating rate notes. ?? On June 23, 2022, the Bank may redeem the variable rate notes, at its option, in whole or in part, at a redemption price equal to 100% of the principal amount of these variable rate notes to be repaid, plus accrued and unpaid interest. . at, but excluding, the repayment date. See ?? Offer details ?? Optional redemption ?? Floating rate notes. ?? The aggregate principal amount of US $ 750,000,000 of the 1.350% Senior Notes due 2026 (bail-inable notes) (the ?? 2026 Fixed Rate Notes ??) offered by this prospectus supplement will bear interest at the rate of 1.350% from June 24, 2021 and will mature on June 24, 2026. Interest on the 2026 Fixed Rate Notes will be payable in arrears on June 24 and December 24 of each year , effective December 24, 2021 and through June 24, 2026. The aggregate principal amount of US $ 650,000,000 The 2.150% Senior Notes due 2031 (Bailable Notes) (2031 Fixed Rate Notes) ?? and, together with the 2026 Fixed Rate Notes, the ?? Fixed Rate Notes ??) offered by this prospectus supplement will bear interest at a rate of 2.150% from June 24, 2021 and will mature on August 1, 2031. Interest on the 2031 Fixed Rate Notes will be payable in arrears on February 1 and August 1 of each year. e, effective February 1, 2022 and through August 1, 2031. See ?? Offer details ?? Interest ?? Fixed rate notes. ?? The Floating Rate Notes and Fixed Rate Notes (collectively, the “Notes”) will be unsecured and unsubordinated obligations of The Bank of Nova Scotia (the “Bank”) and will constitute deposit liabilities of the Bank for the purposes of the Bank Act (Canada) (the “Bank Act”). The Bank may redeem the Fixed Rate Notes at any time prior to maturity, at its option, at a price equal to the greater of (i) 100% of the Principal Amount of, and (ii) the aggregate amount (as defined in present) with regard to the Fixed Rate Notes to be redeemed. See ?? Offer details ?? Optional redemption ?? Fixed rate notes. ??
There are risks associated with investing in the Notes. See ?? Risk factors ?? starting on page S-2 of this prospectus supplement and on page 5 of the attached Bank prospectus dated December 26, 2018 (the ?? Prospectus ??).
Potential investors should be aware that the acquisition of the Notes described herein may have tax consequences in both the United States and Canada. Such consequences for investors who are residents or citizens of the United States may not be described in detail herein.
The Notes are bailable debt securities (as defined in the attached prospectus) and subject to conversion in whole or in part ?? by means of an operation or a series of operations and in one or more steps ?? in common shares of the Bank or any of its affiliates under subsection 39.2 (2.3) of the Canada Deposit Insurance Corporation Act (Canada) (the ?? CDIC Act ?? ) and to the modification or termination accordingly, and subject to the application of the laws of the Province of Ontario and the federal laws of Canada applicable therein with respect to the application of the CDIC Act in respect of Notes.
The performance by investors of civil liabilities under United States federal securities laws may be affected by the fact that the Bank is a Canadian bank, that many of its officers and directors, as well as some of the experts named in the this Prospectus Supplement, may be residents of Canada and all or a substantial portion of the assets of the Bank and such persons may be located outside the United States.
Neither the United States Securities and Exchange Commission (the SEC ”) nor any state securities commission has approved or disapproved the Notes, nor determined whether this prospectus supplement or the prospectus that accompanies is true or complete. Any statement to the contrary is a criminal offense.
|Total||By 2026 Fixed
|Total||By 2031 Fixed
|100,000||%||US DOLLARS $||750,000,000||99.923||%||US DOLLARS $||749 422 500||99.872||%||US DOLLARS $||649,168,000|
Subscribers ?? Fresh
|0.100||%||US DOLLARS $||750,000||0.350||%||US DOLLARS $||2,625,000||0.450||%||US DOLLARS $||2,925,000|
Net income, before expenses, to the Bank(1)
|99,900||%||US DOLLARS $||749,250,000||99,573||%||US DOLLARS $||746 797 500||99,422||%||US DOLLARS $||646,243,000|
Plus accrued interest, if any, from the start of the initial interest period for Floating Rate Notes and from June 24, 2021 for Fixed Rate Notes, in each case until the delivery date .
The Notes will not constitute deposits insured under the CDIC Act or by the United States Federal Deposit Insurance Corporation or any other Canadian or United States government agency or agency.
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. Tickets will be ready for delivery through the account registration the facilities of The Depository Trust Company and its direct and indirect participants, including Euroclear Bank SA / NV and Clearstream Banking SA on or around June 24, 2021.
|Scotiabank||BofA Titles||Citigroup||Goldman Sachs||
|BNP PARIBAS||Desjardins Capital Markets|
June 21, 2021