TIDM0UKI

RNS Number : 4911T

Bank of Nova Scotia

25 March 2021

The Bank of Nova Scotia

25 March 2021

   THE   BANK OF NOVA SCOTIA 
   (a   Canadian   chartered   bank) 

(the Issuer)

SCOTIABANK COVERED BOND GUARANTOR LIMITED PARTNERSHIP

(the Guarantor)

NOTICE OF RESULTS OF MEETING

to the holders of the:

GBP550,000,000 Floating Rate Covered Bonds due 10 January 2023

(Series: CBL19) (ISIN: XS1747445481)

(the Series CBL19 Covered Bonds or the Covered Bonds and the holders thereof, the Covered Bondholders)

On 3 March 2021, the Issuer announced an invitation to Eligible Covered Bondholders (as defined below) of the Series CBL19 Covered Bonds described in the table below to consent to certain amendments to the terms of the Series CBL19 Covered Bonds (the Consent Solicitation). A meeting of the Series CBL19 Covered Bondholders (the Meeting) was held earlier today in connection with the Consent Solicitation, and the Issuer now announces the results of the Meeting.

The full terms and conditions of the Consent Solicitation were contained in the consent solicitation memorandum dated 3 March 2021 (the Consent Solicitation Memorandum) prepared by the Issuer. Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum and the Notice of Meeting with respect to the Series CBL19 Covered Bonds dated 3 March 2021.

Results of the Meeting of the Series CBL19 Covered Bondholders

 
    Details of          ISIN       Outstanding Principal      Outcome of Meeting 
    the Covered                            Amount 
       Bonds 
  GBP550,000,000    XS1747445481      GBP 550,000,000      Extraordinary Resolution 
   Floating Rate                                                    Passed 
   Covered Bonds 
   due 10 January 
   2023 (Series: 
       CBL19) 
 

The Meeting was held earlier today, and NOTICE IS HEREBY GIVEN to the Series CBL19 Covered Bondholders that, at the Meeting in respect of the Series CBL19 Covered Bonds the Extraordinary Resolution was duly passed and the Eligibility Condition was satisfied, and accordingly the Amended and Restated Series CBL19 Final Terms, the Supplemental Trust Deed and the Amended and Restated Series CBL19 Swap Confirmation (the Amendment Documents) relating to the Series CBL19 Covered Bonds will be executed on or prior to the Effective Date and the amendments will be effective from 12 April 2021 (The Effective Date is the next Interest Payment Date following the Pricing Date. While ordinarily this would be 10 April 2021, as 10 April 2021 is not a Business Day, the next Interest Payment Date following the Pricing Date is postponed to 12 April 2021 in accordance with the Business Day Convention specified in the Final Terms).

Following the Pricing Time, the Issuer will announce:

   (a)      the LIBOR vs SONIA Interpolated Basis; 
   (b)      the Forward Start Adjustment; and 
   (c)      the New Margin. 

Summary of Modifications to the Conditions

Pursuant to the terms of the Extraordinary Resolution, the Series CBL19 Covered Bonds will be modified so that, instead of the Interest Basis being GBP LIBOR, the Interest Basis will now become Compounded Daily SONIA:

(a) The Rate of Interest for the Series CBL19 Covered Bonds from and including 12 April 2021 (with the first Interest Amount based on such new Rate of Interest being paid on the Interest Payment Date falling in July 2021) will continue to be a floating rate, but will be equal to the sum of Compounded Daily SONIA plus the New Margin (as defined below), as specified in the Amended and Restated Series CBL19 Final Terms.

(b) The adjusted Margin (the New Margin) in respect of the Series CBL19 Covered Bonds will be the sum of the Original Margin and the LIBOR vs SONIA Interpolated Basis plus the Forward Start Adjustment.

DISCLAIMER: This announcement must be read in conjunction with the Consent Solicitation Memorandum. The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement and/or the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions. This announcement is made by the Issuer. None of the Tabulation Agent, the Principal Paying Agent, the Solicitation Agents or the Bond Trustee assumes any responsibility for the contents of this announcement or the Consent Solicitation Memorandum.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 (MAR) AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

This announcement is made by Darren Potter, Managing Director, Term Funding & Capital Management, on behalf of the Issuer.

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March 25, 2021 05:54 ET (09:54 GMT)