$1B Scotiabank Trust Subordinated Trust IPO Offering

On October 31, 2007, The Bank of Nova Scotia, through Scotiabank Subordinated Notes Trust's initial public offering, raised $1 billion in subordinated debt. This is only the third hybrid subordinated debt offering by a Canadian bank under the new April 2007 OSFI Innovative Tier 2B rules. It provides The Bank of Nova Scotia with an efficient regulatory capital raising structure. The Scotia TSNs, which are guaranteed on a subordinated basis by The Bank of Nova Scotia, were issued by Scotiabank Subordinated Notes Trust and were placed by a syndicate of agents led by Scotia Capital Inc. and included RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., TD Securities Inc., HSBC Securities (Canada) Inc., National Bank Financial Inc., Merrill Lynch Canada Inc., Desjardins Securities Inc., J.P. Morgan Securities Canada Inc., and Laurentian Bank Securities Inc.

McCarthy Tétrault LLP acted for the Bank and Scotiabank Subordinated Notes Trust under the direction of Deborah Alexander, executive vice-president and general counsel and Catherine Waugh, senior legal counsel, with a team including Barry Ryan, Daniel Benay, David Judson, Fred Cotnoir, David Randell and Angie Foggia (corporate), with Gabrielle Richards and Steven Baum on tax matters. Scotia Capital Inc. and the syndicate of agents were advised by Steve Smith and Kashif Zaman (corporate) and Andrew McGuffin (tax) of Osler, Hoskin & Harcourt LLP.