Filed pursuant to Rule 433
Registration No. 333-185049
Issuer Free Writing Prospectus
Dated April 18, 2013
The Bank of Nova Scotia
U.S.$1,250,000,000 1.450% Senior Notes Due 2018
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U.S.$1,250,000,000 1.450% Senior Notes due 2018
| Issuer: | The Bank of Nova Scotia (the “Bank”) |
| Title of Securities: | 1.450% Senior Notes due 2018 |
| Aggregate Principal Amount Offered: | U.S.$1,250,000,000 |
| Maturity Date: | April 25, 2018 |
| Price to Public: | 99.784% of the principal amount of the Securities |
| Underwriters’ Fee: | 0.350% |
| Net Proceeds to the Bank After Underwriters’ Fee and Before Expenses: | U.S.$1,242,925,000 |
| Coupon (Interest Rate): | 1.450% |
| Re-offer Yield: | 1.495% |
| Spread to Benchmark Treasury: | T + 80 basis points |
| Benchmark Treasury: | 0.750% due March 31, 2018 |
| Benchmark Treasury Yield: | 0.695% |
| Interest Payment Dates: | April 25 and October 25 of each year, commencing on October 25, 2013 |
| Day Count Convention: | 30/360; Following, Unadjusted |
| Trade Date: | April 18, 2013 |
| Settlement Date: | April 25, 2013 (T+5) |
| CUSIP / ISIN: | 064159BZ8 / US064159BZ86 |
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| Underwriters: | ||
|
Underwriter |
Principal
Amount of | |
| Citigroup Global Markets Inc. | U.S.$ | 275,000,000 |
| Scotia Capital (USA) Inc. | 275,000,000 | |
| Barclays Capital Inc. | 200,000,000 | |
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated |
187,500,000 | |
| J.P. Morgan Securities LLC | 162,500,000 | |
| Deutsche Bank Securities Inc. | 25,000,000 | |
| Goldman, Sachs & Co. | 25,000,000 | |
| HSBC Securities (USA) Inc. | 25,000,000 | |
| Morgan Stanley & Co. LLC | 25,000,000 | |
| RBS Securities Inc. | 12,500,000 | |
| Standard Chartered Bank | 12,500,000 | |
| UBS Securities LLC | 12,500,000 | |
| Wells Fargo Securities, LLC |
12,500,000 | |
| Total | U.S.$ | 1,250,000,000 |
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The Bank has filed a registration statement (File No. 333-185049) (including a base shelf prospectus dated December 28, 2012) and a preliminary prospectus supplement dated April 18, 2013 (including the base shelf prospectus, the “Prospectus”) with the SEC for the offering to which this communication relates. Before you invest, you should read the Prospectus and the documents incorporated therein by reference that the Bank has filed with the SEC for more complete information about the Bank and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Bank or any underwriter participating in the offering will arrange to send you the Prospectus and any document incorporated therein by reference if you request such documents by calling Citigroup Global Markets Inc. at 1-800-831-9146, Scotia Capital (USA) Inc. at 1-800-372-3930, Barclays Capital Inc. at 1-888-603-5847, Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322, or J.P. Morgan Securities LLC at 1-212-834-4533.
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