Market Linked Securities – Auto-Callable with Fixed Percentage Buffered Downside Principal at Risk Securities Linked to
the Energy Select Sector SPDR® Fund Due February 5, 2021
Term Sheet to the Preliminary Pricing Supplement dated January 15, 2019 |
Issuer
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The Bank of Nova Scotia (the “Bank”)
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Term
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Approximately 24 months (unless earlier called)
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Market Measure
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Energy Select Sector SPDR® Fund (the "Reference Asset") (Bloomberg Ticker: XLE)
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Pricing Date
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Expected to be January 31, 2019
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Trade Date
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Expected to be January 31, 2019
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Issue Date
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Expected to be February 5, 2019
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Principal Amount
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$1,000 per Security
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Original Offering Price
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100% of the Principal Amount of each Security
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Automatic Call Feature
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If the Fund Closing Price of the Reference Asset on any Call Date (including the Final Calculation Day) is greater than or equal to the Starting Price, the
Securities will be automatically called for the Principal Amount plus the Call Premium applicable to the relevant Call Date. See “Call Dates and Call Premiums” on page 3
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Call Dates
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February 5, 2020; August 5, 2020; and January 29, 2021*
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Call Settlement Dates
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Five business days after the applicable Call Date (if the Securities are called on the last Call Date, the Call Settlement Date will be the Maturity Date)
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Redemption Amount at Maturity
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See “How the Redemption Amount at Maturity is Calculated” on page 3
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Maturity Date
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February 5, 2021*
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Starting Price
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The Fund Closing Price of the Reference Asset on the Pricing Date
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Ending Price
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The Fund Closing Price of the Reference Asset on the Final Calculation Day
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Threshold Price
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To be determined on the Pricing Date (equal to the Starting Price multiplied by the difference of 100% minus the Threshold Percentage).
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Threshold Percentage
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10%
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Percentage Change
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The percentage increase or decrease in the Ending Price from the Starting Price. The Percentage Change may reflect a positive return (based on any increase in the
price of the Reference Asset over the life of the Securities) or a negative return (based on any decrease in the price of the Reference Asset over the life of the Securities)
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Final Calculation Day
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January 29, 2021
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Calculation Agent
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Scotia Capital Inc., an affiliate of the issuer
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Denominations
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$1,000 and any integral multiple of $1,000
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Agent Discount
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Up to 2.75% of which dealers, including Wells Fargo Advisors, LLC (“WFA”), may receive a selling concession of up to 1.50%, and WFA will receive a distribution
expense fee of 0.075%
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CUSIP/ISIN
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064159NA0 / US064159NA08
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Underwriters
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Scotia Capital (USA) Inc.; Wells Fargo Securities, LLC
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Linked to the Energy Select Sector SPDR® Fund
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Unlike ordinary debt securities, the Securities do not pay interest or repay a fixed amount of principal at maturity.
Instead, the Securities are subject to potential automatic call upon the terms described below. Any return you receive on the Securities and whether they are automatically called will depend on the performance of the Reference Asset.
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Call Feature. If the Fund Closing Price of the Reference Asset on any Call Date (including the Final Calculation Day) is greater than or equal to the Starting Price, the Securities will be automatically called, and
on the related Call Settlement Date you will receive the Principal Amount plus the Call Premium applicable to the relevant Call Date.
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Call Date
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Call Premium**
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February 5, 2020
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9.00% – 10.00% of the Principal Amount
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August 5, 2020
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13.50% - 15.00% of the Principal Amount
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January 29, 2021 (the “Final Calculation Day”)
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18.00% - 20.00% of the Principal Amount
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Redemption Amount at Maturity. If the Securities are not automatically called on any Call Date (including the Final Calculation Day), the Redemption Amount at Maturity
will be based upon the Fund Closing Price of the Reference Asset on the Final Calculation Day and could be equal to or less than the Principal Amount per Security as follows:
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o
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If the Ending Price is less than the Starting Price but not by more than 10.00% (the Percentage Change is
zero or negative but not below -10.00%):
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o
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If the Ending Price is less than the Starting Price by more than 10.00% (the Percentage Change is negative
and below -10.00%):
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Investors may lose up to 90% of the Principal Amount.
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Any positive return on the Securities will be limited to the applicable Call Premium.
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All payments on the Securities are subject to the credit risk of the Bank, and you will have no right to the shares of the
Reference Asset or any securities held by the Reference Asset; if The Bank of Nova Scotia defaults on its obligations, you could lose some or all of your investment.
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No periodic interest payments or dividends.
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No exchange listing; designed to be held to maturity.
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Hypothetical Payout Profile
The
profile to the right illustrates the potential payment on the Securities for a range of hypothetical Percentage Changes in the Fund Closing Price of the Reference Asset from the Pricing Date to the applicable Call Date (including the
Final Calculation Day), assuming a Threshold Price equal to 90% of the Starting Price. The Call Premiums shown in the profile are hypothetical and are based on the midpoint of the ranges specified for the Call Premiums.This graph has been prepared for purposes of illustration only. Your actual return will depend on (i) whether the
Securities are automatically called; (ii) if the Securities are automatically called, the actual Call Premium and the actual Call Date on which the Securities are called; (iii) if the Securities are not automatically called, the actual
Ending Price; and (iv) whether you hold your Securities to maturity or an earlier automatic call.
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Hypothetical Call Date on which Securities are automatically called
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Hypothetical payment per Security on related Call Settlement Date
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Hypothetical pre-tax total rate of return
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Hypothetical pre-tax annualized rate of return(1)
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1st call date
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$1,095.00
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9.50%
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9.11%
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2nd call date
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$1,142.50
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14.25%
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8.97%
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3rd call date
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$1,190.00
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19.00%
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8.88%
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Call Date
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Call Premium
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Payment per Security upon an Automatic Call
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February 5, 2020
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9.00% - 10.00% of the Principal Amount
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$1,090.00 - $1,100.00
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August 5, 2020
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13.50% - 15.00% of the Principal Amount
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$1,135.00 - $1,150.00
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January 29, 2021 (the “Final Calculation Day”)
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18.00% - 20.00% of the Principal Amount
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$1,180.00 - $1,200.00
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If the Ending Price is less than the Starting Price and greater than or equal to the Threshold Price, the Redemption Amount at Maturity will equal:
$1,000; or
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If the Ending Price is less than the Threshold Price, the Redemption Amount at Maturity will be equal:
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The Inclusion of Dealer Spread and Projected Profit from Hedging in the Original Offering Price is Likely to Adversely Affect Secondary
Market Prices.
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Risk of Loss at Maturity: Any payment on the Securities at maturity depends on the Percentage Change of the Reference Asset. If the
Securities are not automatically called, the Bank will only repay you the full Principal Amount of your Securities if the Percentage Change does not reflect a decrease in the Reference Asset of more than 10.00%. If the Percentage Change
is negative by more than 10.00%, meaning the percentage decline from the Starting Price to the Ending Price is greater than the 10.00% Threshold Percentage, you will lose a significant portion of your initial investment in an amount
equal to the Percentage Change in excess of the Threshold Percentage. Accordingly, if the Securities are not automatically called, you may lose up to 90% of your investment in the Securities if the percentage decline from the Starting
Price to the Ending Price is greater than 10.00%.
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The Downside Market Exposure to the Reference Asset is Buffered Only at Maturity.
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The Potential Return On The Securities Is Limited To The Call Premium.
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You Will Be Subject To Reinvestment Risk.
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The Bank's Estimated Value of the Securities Will be Lower than the Original Offering Price of the Securities.
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The Bank's Estimated Value Does Not Represent Future Values of the Securities and may Differ from Others' Estimates.
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The Bank's Estimated Value is not Determined by Reference to Credit Spreads for our Conventional Fixed-Rate Debt.
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The Securities Differ from Conventional Debt Instruments.
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No Interest: The Securities will not bear interest and, accordingly, you will not receive any interest payments on the Securities.
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Your Investment is Subject to the Credit Risk of The Bank of Nova Scotia.
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The Securities are Subject to Market Risk.
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The Securities are Subject to Risks Associated with the Energy Sector.
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The Bank Cannot Control Actions by the Investment Advisor of the Reference Asset that May Adjust the Reference Asset in a Way that
Could Adversely Affect the Payments on the Securities and Their Market Value, and the Investment Advisor Has No Obligation to Consider Your Interests.
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There Are Risks Associated with The Reference Asset.
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The Reference Asset Utilizes a Passive Indexing Approach.
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The Value of the Reference Asset May Fluctuate Relative to its NAV.
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The Reference Asset and The Target Index are Different and the Performance of the Reference Asset May Not Correlate with the
Performance of the Target Index
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If the Prices of the Reference Asset or the Reference Asset Constituent Stocks Change, the Market Value of Your Securities May Not
Change in the Same Manner.
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Holding the Securities is Not the Same as Holding the Reference Asset Or The Reference Asset Constituent Stocks.
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No Assurance that the Investment View Implicit in the Securities Will Be Successful.
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Past Performance is Not Indicative of Future Performance.
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We May Sell an Additional Aggregate Principal Amount of the Securities at a Different Issue Price.
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Changes Affecting the Reference Asset Could Have an Adverse Effect on the Value of the Securities.
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The Bank Cannot Control Actions by the Investment Advisor and the Investment Advisor Has No Obligation to Consider Your Interests.
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The Price at Which the Securities May Be Sold Prior to Maturity will Depend on a Number of Factors and May Be Substantially Less Than
the Amount for Which They Were Originally Purchased.
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The Securities Lack Liquidity.
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Hedging activities by the Bank and/or the Underwriters may negatively impact investors in the Securities and cause our respective
interests and those of our clients and counterparties to be contrary to those of investors in the Securities.
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Market activities by the Bank or the Underwriters for their own respective accounts or for their respective clients could negatively
impact investors in the Securities
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The Bank, the Underwriters and Their Respective Affiliates Regularly Provide Services to, or Otherwise Have Business
Relationships with, a Broad Client Base, Which Has Included and May Include the Investment Advisor and/or Reference Asset Constituent Stock Issuers.
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Other Investors in the Securities May Not Have the Same Interests as You.
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The Calculation Agent Can Postpone any Call Date (including the Final Calculation Day) for the Securities if a Market Disruption Event
with Respect to the Reference Asset Occurs.
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Anti-dilution Adjustments Relating to the Shares of the Reference Asset Do Not Address Every Event that Could Affect Such Shares.
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There is No Affiliation Between Any Reference Asset Constituent Stock Issuers or the Investment Advisor of the Reference Asset
and Us and We Are Not Responsible for Any Disclosure By Any of the Reference Asset Constituent Stock Issuers or the Investment Advisor of the Reference Asset.
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A Participating Dealer or its Affiliates May Realize Hedging Profits Projected by its Proprietary Pricing Models in Addition to any
Selling Concession, Creating a Further Incentive for the Participating Dealer to Sell the Securities to You.
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Uncertain Tax Treatment: Significant aspects of the tax treatment of the Securities are uncertain. You should consult your tax advisor
about your own tax situation. See "Canadian Income Tax Consequences" and "U.S. Federal Income Tax Consequences" in the pricing supplement.
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