PrefBlog

I have some more information on the new issue of BNS Fixed-Resets that was previously discussed when Scotia announced the issuance as partial settlement of their purchase of a big chunk of CI from SunLife.

This comes from the Bank’s recent filing on SEDAR of a Material Change Reporte dated 2008-12-5: an “Amending Agreement” dated 2008-12-3, schedule 2.03.

Issue: Preferred Shares Series 24

Dividends: Initial Rate 6.25% until the first Exchange Date, 5-Year Canadas + 384bp thereafter. First Dividend $0.5865 [unless the closing date changes] payable 2009-4-28. The closing date is specified in the Amending Agreement only as:

“Closing Date” means the date that is six (6) Business Days after all conditions to the purchase and sale of the Securities set out in Sections 5.01 and 5.02 (other than those conditions that by their nature can only be satisfied on the Closing Date) having been satisfied or waived or (ii) such other date as may be agreed to in writing by the Vendors and the Purchaser.

… but $0.5685 is 137 days’ coupon at 6.25%, implying a projected Closing Date of 2008-12-12 … assuming that the dividend is payable on the last day of its accrual. Floaters pay 3-Month Bills + 384bp, reset quarterly.

Size: 10-million shares (=$250-million).

Exchange Dates: 2014-1-26 and every five years thereafter.

Redemption: Every Exchange Date at $25.00. Floaters redeemable every exchange date at $25.00 and at $25.50 at all other times.

Convertable: Every Exchange Date to and from Series 25 (“Floaters”)

There is nothing specific about the plan of distribution, but Section 2.11 of the Amended Agreement states:

The Purchase Agreement is amended by (i) deleting “and” at the end of Section 5.02(d), (ii) deleting the period at the end of Section 5.02(e) and substituting therefor “;”, and (iii) adding the following immediately after Section 5.02(e) thereof:

“(f) The Purchaser will have (i) prepared and filed with the Ontario Securities Commission, as principal regulator, and with the securities regulatory authorities in each of the other provinces and territories of Canada (together with the Province of Ontario, “Qualifying Jurisdictions”) and received a receipt or other decision document therefor, an amendment to the Purchaser’s short form base shelf prospectus dated April 16, 2008 (the “Prospectus”), and (ii) prepared and filed a prospectus supplement to the Prospectus (together, the “Prospectus Supplement”) with the Ontario Securities Commission, as principal regulator, and with securities regulatory authorities in each of the other Qualifying Jurisdictions, qualifying the distribution to the Vendors, as applicable, of the BNS Common Shares and BNS Preferred Shares contemplated by Section 2.06; and

(g) The BNS Common Shares and BNS Preferred Shares contemplated by Section 2.06 will be listed on the Toronto Stock Exchange and the Series 25 Preferred Shares will be conditionally listed on the Toronto Stock Exchange.”

Update, 2008-12-11: There is a prospectus supplement describing these shares on SEDAR, filed by Bank of Nova Scotia on 2008-12-9.

This entry was posted on Saturday, December 6th, 2008 at 3:27 pm and is filed under New Issues. You can follow any responses to this entry through the RSS 2.0 feed. You can leave a response, or trackback from your own site.