FWP 1 d838076dfwp.htm FWP FWP

Filed pursuant to Rule 433

Registration No. 333-232626

Final Term Sheet

 

Issuer:

Province of Ontario

 

Existing Long-Term Issuer Ratings1:

S&P: A+; Moody’s: Aa3; Fitch: AA-; DBRS: AA (low)

 

Title:

2.65% Bonds due February 5, 2025

 

  The Bonds offered hereby are a further issuance of, will form a single series with and will be fully fungible with the Province’s outstanding C$1,950,000,000 aggregate principal amount of 2.65% Bonds due February 5, 2025 that were issued on February 5, 2018 and February 7, 2019 (the “Existing Bonds”). Upon completion of this offering, the Province will have C$2,700,000,000 aggregate principal amount of outstanding 2.65% Bonds due February 5, 2025.

 

Aggregate Principal Amount:

C$750,000,000

 

Denominations:

C$5,000 and integral multiples of C$1,000 for amounts in excess of C$5,000

 

Trade Date:

November 20, 2019

 

Issue Date (Settlement Date):

November 27, 2019 (T+5)

 

Maturity Date:

February 5, 2025

 

Interest Payment Dates:

February 5 and August 5 of each year, commencing February 5, 2020. Interest will accrue from August 5, 2019, the last date on which interest will have been paid on the Existing Bonds

 

Spread to Canada Bond:

+ 41.0 basis points

 

Benchmark Canada Bond:

CAN 1.50% due September 1, 2024

 

Canada Bond Spot/Yield:

C$100.25 / 1.445%

 

Yield to Maturity:

1.855% semi annual

 

 

1 A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.


Interest Rate:

2.65%, payable in two equal installments per year

 

Public Offering Price:

103.915% plus accrued interest from and including August 5, 2019, the last date on which interest will have been paid on the Existing Bonds, to but excluding November 27, 2019

 

Day Count Convention:

Actual/365 Canadian Bond Method

 

Use of Proceeds:

The net proceeds of the Bonds will be paid into the Consolidated Revenue Fund of Ontario and will not be held in a segregated account. An amount equal to the net proceeds of the Bonds will be recorded in a designated account in the Issuer’s financial records. This designated account will be used to track the use of and allocation of funds to Eligible Projects (as defined below) by the Issuer in accordance with its usual government appropriation and spending processes.

 

  So long as the Bonds are outstanding and the designated account has a positive balance, amounts will be deducted from the balance of the account as funds are allocated to Eligible Projects.

 

  “Eligible Projects” means all projects funded by the Issuer that have environmental benefits, exclusive of fossil fuel and nuclear energy projects, as determined by the Issuer.

 

  Without limitation, Eligible Projects may include projects in the following sectors: (1) clean transportation; (2) energy efficiency and conservation; (3) clean energy and technology; (4) forestry, agriculture and land management; and (5) climate adaptation and resilience. Proceeds of the Bonds are expected to be used to fund some or all of such types of Eligible Projects.

 

Underwriters:

BMO Nesbitt Burns Inc.
  CIBC World Markets Inc.
  RBC Dominion Securities Inc.
  The Toronto-Dominion Bank

 

Prospectus and Prospectus Supplement:

Prospectus dated as of August 23, 2019, and Preliminary Prospectus Supplement dated as of November 18, 2019.

https://www.sec.gov/Archives/edgar/data/74615/000119312519294869/d793958d424b2.htm

 

CUSIP# / ISIN#:

68323AER1 / CA68323AER10

 

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Listing:

Admission to the Luxembourg Stock Exchange’s Official List and to trading on the Luxembourg Stock Exchange’s Euro MTF Market and listing on the Luxembourg Green Exchange may be completed upon or following settlement on a reasonable efforts basis.

 

Settlement:

We expect that delivery of the Bonds will be made against payment therefor on or about the closing date of this offering specified on the cover page of the prospectus supplement, which is five business days following the date of pricing of the Bonds (this settlement cycle being referred to as “T+5”). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade their Bonds on the date of pricing or the next two succeeding business days will be required, by virtue of the fact that the Bonds initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Bonds who wish to trade their Bonds on the date of pricing or the next two succeeding business days should consult their own adviser.

 

U.S. Legend:

The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site 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 BMO Nesbitt Burns Inc. at 1-866-864-7760; CIBC World Markets Inc. at 1-800-282-0822; RBC Dominion Securities Inc. at 1-866-375-6829; or The Toronto-Dominion Bank at 1-855-495-9846.

 

United Kingdom Legend:

This document is for distribution only to persons who: (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets

 

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Act 2000, as amended) in connection with the issue or sale of any Bonds may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

 

European Economic Area Legend:

This document, the prospectus supplement and the base prospectus have been prepared on the basis that all offers of the Bonds in any Member State of the European Economic Area will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce or publish a prospectus for offers of the Bonds. Accordingly, any person making or intending to make any offer within a Member State of the Bonds which are the subject of an offering contemplated in the prospectus supplement and the base prospectus may only do so to legal entities which are qualified investors as defined in the Prospectus Regulation, provided that no such offer of the Bonds shall require the Province or any underwriter to produce or publish a prospectus pursuant to Article 3 of the Prospectus Regulation in relation to such offer.

 

  The expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

 

  Neither the Issuer nor any underwriter has authorized, nor do they authorize, the making of any offer of the Bonds to any legal entities which are not qualified investors as defined in the Prospectus Regulation.

 

  Neither the Issuer nor any underwriters have authorized, nor do they authorize, the making of any offer of the Bonds through any financial intermediary, other than offers made by the relevant underwriters which constitute the final placement of the Bonds contemplated in the prospectus supplement.

 

Swiss Legend:

The prospectus dated as of August 23, 2019, the preliminary prospectus supplement dated as of November 18, 2019 and this notice do not constitute a public offering prospectus. The prospectus dated as of August 23, 2019, the preliminary prospectus supplement dated as of November 18, 2019, this notice and any other offering or marketing material relating to the Bonds may not be issued, circulated or distributed or otherwise made publicly available in or from Switzerland

 

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and are not intended as an offer or solicitation with respect to the purchase or sale of the Bonds by the public. “Public” shall have the meaning as per articles 652a and 1156 of the Swiss Code of Obligations.

 

OTHER:

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

 

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