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ISSUER FREE WRITING PROSPECTUS
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Filed Pursuant to Rule 433
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Registration Statement No. 333-261476
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Dated February 7, 2023
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Contingent Income Auto-Callable Securities due on or about February 13, 2026
Based on the Performance of Freeport-McMoRan Inc.
Principal at Risk Securities
This document provides a summary of the terms of the Contingent Income Auto-Callable Securities (the “securities”).
Investors should carefully review the accompanying preliminary pricing supplement for the securities, the accompanying product supplement, the prospectus supplement and the prospectus, as well as the “Risk Considerations” section below, before
making an investment decision.
The securities do not guarantee any return of principal at maturity. Investors will not participate in any appreciation of the underlying stock and must be
willing to accept the risk of not receiving any contingent quarterly coupons over the term of the securities. The securities are senior unsecured debt securities issued by The Bank of Nova Scotia (“BNS”), and all payments on the securities are
subject to the credit risk of BNS. As used in this document, “we,” “us,” or “our” refers to BNS.
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SUMMARY
TERMS
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Issuer:
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The Bank of Nova Scotia
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Issue:
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Senior Note Program, Series A
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Underlying stock:
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Common Stock of Freeport-McMoRan Inc. (Bloomberg Ticker: “FCX UN”)
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Stated principal
amount:
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$10.00 per security
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Minimum
investment:
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$1,000 (100 securities)
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Pricing date:
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February 10, 2023
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Original issue
date:
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February 15, 2023 (3 business days after the pricing date; see preliminary pricing supplement).
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Final
determination
date:
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February 10, 2026, subject to postponement for certain market disruption events and as described in the accompanying product supplement.
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Maturity date:
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February 13, 2026, subject to postponement for certain market disruption events and as described in the accompanying product supplement.
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Early redemption:
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If the closing price of the underlying stock on any determination date other than the final determination date is greater
than or equal to the call threshold price, the securities will be automatically redeemed for an amount per security equal to the early redemption payment on the first contingent coupon payment date immediately following the
related determination date. No further payments will be made on the securities once they have been redeemed.
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Early redemption
payment:
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The early redemption payment will be an amount equal to (i) the stated principal amount plus (ii) the contingent quarterly coupon with respect to
the applicable determination date.
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Contingent
quarterly coupon:
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If the closing price on any determination date is greater than or equal to the downside threshold price, we
will pay a contingent quarterly coupon of $0.36375 (equivalent to 14.55% per annum of the stated principal amount) per security on the related contingent coupon payment date.
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If the closing price on any determination date is less than the downside threshold price, we will not pay a
contingent quarterly coupon with respect to that determination date.
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Determination
dates:
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Quarterly (as set forth on the cover of the preliminary pricing supplement), subject to postponement for non-trading days and certain market
disruption events as described in the accompanying product supplement
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Contingent
coupon payment
dates:
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Quarterly (as set forth on the cover of the preliminary pricing supplement), subject to postponement for non-business days and certain market
disruption events as described in the accompanying product supplement
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Payment at
maturity:
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If the final share price is greater than or equal to the downside threshold price:
(i) the stated principal amount plus (ii) the contingent quarterly coupon with respect to the final
determination date
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If the final share price is less than the downside threshold price:
(i) the stated principal amount multiplied by (ii) the share performance factor
If the final share price is less than the downside threshold price, the payment at maturity will be less than 55% of the stated
principal amount and could be as low as zero.
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Share
performance
factor:
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Final share price divided by the initial share price
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Call threshold
price:
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100% of the initial share price, as may be adjusted in the case of certain adjustment events as described in the accompanying product supplement
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Downside
threshold price:
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55% of the initial share price, as may be adjusted in the case of certain adjustment events as described in the accompanying product supplement
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Initial share price:
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The closing price of the underlying stock on the pricing date, as may be adjusted in the case of certain adjustment events as described in the
accompanying product supplement
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Final share price:
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The closing price of the underlying stock on the final determination date, as may be adjusted in the case of
certain adjustment events as described in the accompanying product supplement
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CUSIP / ISIN:
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06418A399 / US06418A3995
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Listing:
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The securities will not be listed or displayed on any securities exchange or any electronic communications network.
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Commission:
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$0.225 per stated principal amount
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Estimated value
on the pricing
date:
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Expected to be between $9.407 and $9.707 per security. See “Risk Factors” in the preliminary pricing supplement.
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Preliminary
pricing
supplement:
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HYPOTHETICAL PAYOUT
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The below figures are based on a hypothetical downside threshold price of 55% of a hypothetical initial share price and are purely hypothetical (the actual
terms of your security will be determined on the pricing date and will be specified in the final pricing supplement).
Hypothetical Payment at Maturity if No Early Redemption Occurs
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Change in Underlying
Stock
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Payment at Maturity
(excluding any
contingent quarterly
coupon payable at
maturity)
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+50.00%
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$10.00
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+40.00%
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$10.00
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+30.00%
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$10.00
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+20.00%
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$10.00
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+10.00%
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$10.00
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0.00%
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$10.00
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-10.00%
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$10.00
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-20.00%
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$10.00
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-30.00%
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$10.00
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-40.00%
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$10.00
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-55.00%
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$10.00
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-56.00%
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$4.40
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-60.00%
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$4.00
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-70.00%
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$3.00
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-80.00%
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$2.00
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-90.00%
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$1.00
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-100.00%
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$0.00
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A-1
You will find a link to the accompanying preliminary pricing supplement for the securities above and links to the accompanying product supplement and accompanying prospectus for the
securities under “Additional Information About BNS and the Securities” in the preliminary pricing supplement, which you should read and understand prior to investing in the securities.
The issuer has filed a registration statement (including a prospectus as supplemented by a prospectus supplement, product supplement and the preliminary pricing supplement) with the
Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the accompanying prospectus in that registration statement and the other documents the issuer has filed with
the SEC, including the accompanying preliminary pricing supplement and the accompanying prospectus supplement and product supplement, for more complete information about the issuer and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling (212) 225-5678. Our Central Index Key,
or CIK, on the SEC web site is 0000009631.
Risk Considerations
The risks set forth below are discussed in more detail in the “Risk Factors” section in the preliminary pricing supplement. Please review those risk factors carefully prior to
making an investment decision.
Risks Relating to Return Characteristics
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Risk of loss at maturity.
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Contingent repayment of stated principal amount only at maturity.
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You may not receive any contingent quarterly coupons.
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Greater expected volatility with respect to the underlying stock generally reflects a higher contingent quarterly coupons and a higher expectation as of the pricing date that the final share price of the
underlying stock could be less than the downside threshold price on the final determination date.
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The securities are subject to reinvestment risk in the event of an early redemption.
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The contingent quarterly coupon, if any, is based solely on the closing price or the final share price, as applicable.
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Your potential return on the securities is limited, you will not participate in any appreciation of the underlying stock and you will not realize a return beyond the returns represented by the contingent
quarterly coupons received, if any, during the term of the securities.
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Risks Relating to Characteristics of the Underlying Stock
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The securities are subject to risks associated with investments in single equity securities.
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There can be no assurance that the investment view implicit in the securities will be successful.
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There is no affiliation between BNS and the underlying stock issuer.
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Risks Relating to Estimated Value and Liquidity
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BNS’ initial estimated value of the securities at the time of pricing (when the terms of your securities are set on the pricing date) will be lower than the issue price of the securities.
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Neither BNS’ nor SCUSA’s estimated value of the securities at any time is determined by reference to credit spreads or the borrowing rate BNS would pay for its conventional fixed-rate debt securities.
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BNS’ initial estimated value of the securities does not represent future values of the securities and may differ from others’ (including SCUSA’s) estimates
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The securities have limited liquidity.
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The price at which SCUSA would buy or sell your securities (if SCUSA makes a market, which it is not obligated to do) will be based on SCUSA’s estimated value of your securities. SCUSA’s estimated value of the
securities is determined by reference to its pricing models and takes into account BNS’ internal funding rate.
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The price of the securities prior to maturity will depend on a number of factors and may be substantially less than the stated principal amount.
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Risks Relating to General Credit Characteristics
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Payments on the securities are subject to the credit risk of BNS.
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Risks Relating to Hedging Activities and Conflicts of Interest
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Hedging activities by BNS and SCUSA 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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The calculation agent can make antidilution and other adjustments that may adversely affect the market value of, and any amounts payable on, the securities.
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We, SCUSA and our other affiliates regularly provide services to, or otherwise have business relationships with, a broad client base, which has included and may include us and the underlying stock issuer and the
market activities by us, SCUSA or our other affiliates for our or their own respective accounts or for our clients could negatively impact investors in the securities.
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Activities conducted by BNS and its affiliates may impact the market price of the underlying stock and the value of the securities.
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The calculation agent will have significant discretion with respect to the securities, which may be exercised in a manner that is adverse to your interests.
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BNS and its affiliates may publish research or make opinions or recommendations that are inconsistent with an investment in the securities.
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Risks Relating to Canadian and U.S. Federal Income Taxation
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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 tax situation. See “Additional Information About the Securities —
Tax Considerations” and “— Material Canadian Income Tax Consequences” in the preliminary pricing supplement.
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Underlying Stock
For information about the underlying stock, including historical performance information, see “Information About the Underlying Stock” in the
preliminary pricing supplement.
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