Bond Columbia Britannica 1.75% ( US110709AD48 ) in USD

Issuer Columbia Britannica
Market price 100 %  ▲ 
Country  Canada
ISIN code  US110709AD48 ( in USD )
Interest rate 1.75% per year ( payment 2 times a year)
Maturity 27/09/2024 - Bond has expired



Prospectus brochure of the bond British Columbia US110709AD48 in USD 1.75%, expired


Minimal amount 5 000 USD
Total amount 1 250 000 000 USD
Cusip 110709AD4
Detailed description British Columbia is a Canadian province located on the western coast of the country, known for its diverse geography, including mountains, forests, and coastline, as well as its thriving economy based on natural resources and tourism.

The Bond issued by Columbia Britannica ( Canada ) , in USD, with the ISIN code US110709AD48, pays a coupon of 1.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 27/09/2024







424B2 1 a2239747z424b2.htm 424B2
QuickLinks -- Click here to rapidly navigate through this document
Filed pursuant to Rule 424(b)(2) of the Securities Act of 1933
Registration Statement Nos. 333-167980 and 333-182088
PROSPECTUS SUPPLEMENT
(To prospectus dated June 19, 2012)
US$1,250,000,000
PROVINCE OF BRITISH COLUMBIA
(Canada)
1.750% Bonds, Series BCUSG-10, due September 27, 2024
The bonds are offered for sale in Canada, the United States, and those jurisdictions in Europe and Asia where it is legal to make such offers.
The bonds bear interest at the rate of 1.750% per year. Interest on the bonds is payable on March 27 and September 27 of each year, beginning
March 27, 2020. The bonds will mature on September 27, 2024. The bonds are not redeemable before maturity, unless certain events occur involving
Canadian taxation.
Application will be made for the bonds offered by this prospectus supplement (the "Prospectus Supplement") to be admitted to the Official List of
the Luxembourg Stock Exchange and for such bonds to be admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange. The Euro
MTF Market of the Luxembourg Stock Exchange is not a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive
2014/65/EU). Unless the context otherwise requires, references in this Prospectus Supplement to the bonds being "listed" shall mean that the bonds
have been admitted to trading on the Euro MTF Market and have been admitted to the Official List of the Luxembourg Stock Exchange. We have
undertaken to the underwriters to use all reasonable efforts to have the bonds listed on the Euro MTF Market of the Luxembourg Stock Exchange as
soon as possible after the closing of the issue. We cannot guarantee that these applications will be approved, and settlement of the bonds is not
conditional on obtaining the listing.
Investing in the bonds involves risks. See "Risk Factors" beginning on page S-7.
Neither the Securities and Exchange Commission (the "SEC") nor any other regulatory authority has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this Prospectus Supplement and the accompanying basic prospectus dated June 19, 2012
(the "Basic Prospectus"). Any representation to the contrary is a criminal offense.


Per bond

Total

Public Offering Price(1)

99.805% US$
1,247,562,500
Underwriting Discount

0.125% US$
1,562,500
Proceeds, before expenses, to the Province(1)

99.680% US$
1,246,000,000
(1)
Plus accrued interest, if any, from and including September 27, 2019 if settlement occurs after that date.
https://www.sec.gov/Archives/edgar/data/836136/000104746919005416/a2239747z424b2.htm[9/24/2019 1:30:41 PM]


We expect that the bonds will be ready for delivery in book-entry form only through The Depository Trust Company and its participants,
including CDS Clearing and Depository Services Inc., Clearstream Banking S.A. and Euroclear Bank SA/NV, on or about September 27, 2019.
TD Securities

BMO

CIBC

RBC
Capital Markets
Capital Markets
Capital Markets
National Bank of Canada Financial Markets

Scotiabank




BofA Merrill Lynch
Crédit Agricole CIB
HSBC
J.P. Morgan
Société Générale
The date of this Prospectus Supplement is September 20, 2019.
TABLE OF CONTENTS

Page
Prospectus Supplement


Summary of the Offering

S-5
Risk Factors

S-7
Description of Bonds

S-9
Clearing and Settlement
S-15
Tax Matters
S-19
Underwriting
S-21
Legal Matters
S-26
Authorized Agent in the United States
S-26
Forward-looking Statements
S-26
General Information
S-27
Sources of Information
S-27
Basic Prospectus


About This Prospectus

2
Where You Can Find More Information

3
Forward-Looking Statements

4
General Description Of Province Of British Columbia

4
Description Of Debt Securities And Warrants

5
General

5
Form, Exchange and Transfer

6
Registered Global Securities

6
Payment of Interest and Principal

8
Warrants

8
Canadian Taxation

9
United States Federal Income Taxation

10
United Kingdom Taxation

12
Enforceability and Governing Law

13
Use Of Proceeds

13
Plan Of Distribution

14
Debt Record

14
Legal Matters

15
Authorized Agent

15
Experts And Public Official Documents

15
Capitalized terms used but not defined herein have the meanings given to them in the Basic Prospectus.
The words "the Province", "we", "our", "ours" and "us" refer to the Province of British Columbia.
https://www.sec.gov/Archives/edgar/data/836136/000104746919005416/a2239747z424b2.htm[9/24/2019 1:30:41 PM]


References in this Prospectus Supplement to the European Economic Area (the "EEA") and Member States of the EEA are to the member states of
the European Union together with Iceland, Norway and Liechtenstein.
Unless otherwise specified or the context otherwise requires, references in this Prospectus Supplement to "$" and "Cdn. $" are to lawful money of
Canada and "US$" and "U.S. dollars" are to lawful money of the United States of America. The daily average exchange rate between the U.S. dollar
and the Canadian dollar published by the Bank of Canada on September 20, 2019 was approximately $1.00 = US$0.7533.
IMPORTANT INFORMATION FOR INVESTORS
We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Before
making an investment decision, you should consult your legal and investment advisors regarding any restrictions or concerns that may pertain to you
and your particular jurisdiction.
The Basic Prospectus contains or incorporates by reference information regarding the Province and other matters, including a description of certain
terms of the Province's securities, and should be read together with this Prospectus Supplement. We have not, and the underwriters have not, authorized
anyone to provide any information other than that incorporated by reference or contained in the Basic Prospectus or this Prospectus Supplement or in
any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no
assurance as to the reliability of, any other information that persons other than those authorized by us may give you.
In connection with the issue of the bonds, the underwriters (or persons acting on their behalf) may over-allot bonds (provided that, in the case of
any bonds to be admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange, the aggregate principal amount of bonds allotted
does not exceed 105% of the aggregate principal amount of the bonds subject to the issue) or effect transactions with a view to supporting the market
price of the bonds during the stabilization period at a level higher than that which might otherwise prevail. However, stabilization may not necessarily
occur. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the bonds is made and, if
begun, may be ended at any time, but it must end no later than the earlier of 30 days after the date on which the Province received the proceeds of the
issue and 60 days after the date of the allotment of the bonds. Any stabilization action or over-allotment must be conducted by the underwriters (or
persons acting on their behalf) in accordance with all applicable laws and rules and will be undertaken at the offices of the underwriters (or persons
acting on their behalf) and on the Euro MTF Market of the Luxembourg Stock Exchange.
We expect that delivery of the bonds will be made against payment therefor on or about the date specified on the cover page of this Prospectus
Supplement, which is five business days following the date of pricing of the bonds (such settlement cycle being herein referred to as "T+5"). You
should note that the trading of the bonds on the date of pricing or the next two succeeding business days may be affected by the T+5 settlement. See
"Underwriting."
The bonds are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any
retail investor in the EEA. For these purposes, a
S-2
retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "IDD"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129
(as amended or superseded, the "Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014
(as amended, the "PRIIPs Regulation") for offering or selling the bonds or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.
All bonds shall be prescribed capital markets products (as defined in Singapore's Securities and Futures (Capital Markets Products) Regulations)
and Excluded Investment Products (as defined in MAS Notice SFA 04-N12; Notice on the Sale of Investment Products and MAS Notice FAA-N16;
Notice on Recommendations on Investment Products).
The bonds may not be a suitable investment for all investors
Each potential investor in the bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the bonds, the merits and risks of investing in the bonds
https://www.sec.gov/Archives/edgar/data/836136/000104746919005416/a2239747z424b2.htm[9/24/2019 1:30:41 PM]


and the information contained or incorporated by reference in the Basic Prospectus and this Prospectus Supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an
investment in the bonds and the impact the bonds will have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the bonds, including where the currency for
principal or interest payments is different from the potential investor's currency;
(iv)
understand thoroughly the terms of the bonds and be familiar with the behavior of any relevant indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial advisor) possible scenarios for economic, interest rate and other factors
that may affect its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict investments in, or the ability to pledge, the bonds, limiting the market for resales
The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities.
Each potential investor should consult its legal advisors to determine whether and to what extent (1) the bonds are legal investments for it, (2) the bonds
can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any bonds. Financial institutions
should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of the bonds under any applicable risk-based
capital or similar rules. These restrictions may limit the market for the bonds.
You may assume that the information appearing in this Prospectus Supplement and the Basic Prospectus, as well as the information we previously
filed with the SEC and incorporated by reference, is accurate in all material respects as of the date of such document. Please see "Where You Can Find
More Information" in the Basic Prospectus.
S-3
We have filed a registration statement with the SEC covering the portion of the bonds to be sold in the United States or in circumstances where
registration of the bonds is required. For further information about us and the bonds, you should refer to our registration statement and its exhibits. This
Prospectus Supplement and the Basic Prospectus summarize material provisions of the agreements and other documents that you should refer to.
Because the Prospectus Supplement and the Basic Prospectus may not contain all of the information that you may find important, you should review the
full text of these documents and the documents incorporated by reference in the Basic Prospectus.
We file reports and other information with the SEC in the United States.
Information filed by the Province is available from the SEC's Electronic Data Gathering, Analysis, and Retrieval System (http://www.sec.gov),
which is commonly known by the acronym EDGAR, as well as from commercial document retrieval services. Our website address is www.gov.bc.ca.
The information contained on, or accessible through, our website does not constitute a part of this Prospectus Supplement or Basic Prospectus. We have
included our website address in this Prospectus Supplement solely as an inactive textual reference.
S-4
SUMMARY OF THE OFFERING
This summary must be read as an introduction to this Prospectus Supplement and the accompanying Basic Prospectus and any decision to invest in
the bonds should be based on a consideration of such documents taken as a whole, including the documents incorporated by reference.

Issuer:
The Province of British Columbia.

Aggregate principal amount:
US$1,250,000,000.

Interest rate:
1.750% per year.
https://www.sec.gov/Archives/edgar/data/836136/000104746919005416/a2239747z424b2.htm[9/24/2019 1:30:41 PM]



Maturity date:
September 27, 2024.

Interest payment dates:
March 27 and September 27 of each year, beginning on March 27, 2020.

Interest commencement:
Interest will accrue from September 27, 2019.

Interest calculations:
Based on a 360-day year of twelve 30-day months.

Ranking:
The bonds will be direct and unconditional general obligations of the Province and will rank equally with all of our
other unsecured and unsubordinated indebtedness.

Redemption:
We may not redeem the bonds prior to maturity, unless certain events occur involving Canadian taxation.

Proceeds:
After deducting the underwriting discount and our estimated expenses of US$258,000, including U.S.$75,000 in
respect of certain expenses of the underwriters, our net proceeds will be approximately US$1,245,742,000.

Markets:
The bonds are offered for sale in Canada, the United States, and those jurisdictions in Europe and Asia where it is
legal to make such offers.

Listing:
We will apply to have the bonds admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange.
We have undertaken to the underwriters to use all reasonable efforts to have the bonds listed on the Euro MTF
Market of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange's Euro MTF Market
as soon as possible after the closing of the issue. We cannot guarantee that these applications will be approved, and
settlement of the bonds is not conditional on obtaining the listing.



S-5

Form of bond:

The bonds will be issued in the form of one or more fully registered permanent global bonds held in the name of
Cede & Co., as nominee of The Depository Trust Company, known as DTC, and will be recorded in a register held
by The Bank of New York Mellon, as registrar. Beneficial interests in the global bonds will be represented through
book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants
in DTC. Investors may elect to hold interests in the global bonds through any of DTC (in the United States), CDS
Clearing and Depository Services Inc., known as CDS (in Canada), Clearstream Banking S.A., known as
Clearstream, or Euroclear Bank SA/NV as operator of the Euroclear System or any successor in that capacity,
known as Euroclear (in Europe and Asia), if they are participants in such systems, or indirectly through
organizations which are participants in such systems. CDS will hold interests directly through its account at DTC
and Clearstream and Euroclear will hold interests as indirect participants in DTC.

Except in limited circumstances, investors will not be entitled to have bonds registered in their names, will not
receive or be entitled to receive bonds in definitive form and will not be considered registered holders thereof under
the fiscal agency agreement between the Province and The Bank of New York Mellon, relating to the bonds.

The bonds will only be sold in minimum aggregate principal amounts of US$5,000 and integral multiples of
US$1,000 for amounts in excess of US$5,000.

Withholding tax:
Principal of and interest on the bonds are payable by the Province without withholding or deduction for Canadian
withholding taxes to the extent set forth herein.

Risk factors:
We believe that the following factors represent the principal risks inherent in investing in the bonds: there is no
active trading market for the bonds and an active trading market may not develop; the bonds are subject to
modification and waiver of conditions in certain circumstances; exchange rates may affect the value of judgments
in Canadian currency; because the bonds are held by or on behalf of DTC, investors will have to rely on its
procedures for transfer, payment and communication with us; the laws governing the bonds may change; investors
may be subject to exchange rate risks and/or exchange controls; and we have ongoing ordinary course business
relationships with certain of the underwriters and their affiliates that could create the potential for, or perception of,
https://www.sec.gov/Archives/edgar/data/836136/000104746919005416/a2239747z424b2.htm[9/24/2019 1:30:41 PM]


conflict among the interests of underwriters and prospective investors.
The Province may be contacted at the Ministry of Finance, Provincial Treasury, Debt Management Branch, P.O. Box 9423 Stn. Prov. Govt.,
620 Superior Street, Victoria, British Columbia, Canada V8W 9V1 and may be telephoned at (778) 698-5908.

S-6
RISK FACTORS
We believe that the following factors may be material for the purpose of assessing the market risks associated with the bonds and the risks that
may affect our ability to fulfill our obligations under the bonds.
We believe that the factors described below represent the principal risks inherent in investing in the bonds but we do not represent that the
statements below regarding the risks of investing in the bonds are exhaustive. Prospective investors should also read the detailed information set out
elsewhere in this Prospectus Supplement and the Basic Prospectus (including any documents incorporated by reference herein or therein) and reach
their own views prior to making any investment decision.
There is no active trading market for the bonds and an active trading market may not develop
The bonds will be new securities which may not be widely distributed and for which there is currently no active trading market. No assurance can
be given as to the liquidity of the trading market for the bonds or that an active trading market will develop. If the bonds are traded after their initial
issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market for similar securities, general
economic conditions and our financial condition. If an active trading market does not develop, investors may not be able to sell their bonds at prices
that will provide them with a yield comparable to similar investments that have a more highly developed secondary market. We have undertaken to the
underwriters to use all reasonable efforts to have the bonds listed on the Euro MTF Market of the Luxembourg Stock Exchange as soon as possible after
the closing of the issue. We cannot guarantee that our application to list the bonds will be approved, and settlement of the bonds is not conditional on
obtaining the listing.
The bonds are subject to modification and waiver of conditions in certain circumstances
The terms of the bonds contain provisions for calling meetings of registered holders to consider matters affecting their interests generally. These
provisions permit defined majorities to approve, by extraordinary resolution (as defined below under "Description of Bonds--Modification"), certain
modifications or amendments to the fiscal agency agreement and the bonds that bind all registered holders, including registered holders who did not
attend and vote at the relevant meeting and registered holders who voted in a manner contrary to the majority.
The terms of the bonds also provide that the parties to the fiscal agency agreement will be able to enter into agreements supplemental to the fiscal
agency agreement to create and issue further bonds ranking equally and ratably with the bonds in all respects, or in all respects other than in respect of
the date from which interest will accrue and the first interest payment date, and that such further bonds shall be consolidated and form a single series
with the bonds and shall have the same terms as to status, redemption or otherwise as the bonds.
The terms of the bonds also provide that the parties to the fiscal agency agreement will be able to amend the fiscal agency agreement and the bonds
without notice to or consent of the registered holders for the purpose of curing any ambiguity or of curing, correcting or supplementing any defective
provisions therein, or effecting the issue of further bonds as described above or in any other manner the Province may deem necessary or desirable and
which in the reasonable opinion of the parties to the fiscal agency agreement will not adversely affect the interests of the registered holders.
Exchange rates may affect the value of judgments in Canadian currency
The Currency Act (Canada) precludes a court in Canada from giving judgment in any currency other than Canadian currency. The Foreign Money
Claims Act (British Columbia) provides that if the Supreme Court of British Columbia considers that a person in whose favour an order for the payment
of money is to be made will be most truly and exactly compensated if all or part of the money payable
S-7
under the order is measured in a currency other than Canadian currency, the court must order that the money payable under the order will be that
amount of Canadian currency that is necessary to purchase the equivalent amount of the other currency at a chartered bank in British Columbia at the
close of business on the conversion date. The Foreign Money Claims Act (British Columbia) defines conversion date, in effect, as the last day before the
day on which a payment under the order is made that the relevant chartered bank quotes a Canadian dollar equivalent to the other currency. The Foreign
Money Claims Act (British Columbia) and the Foreign Money Claims Regulation made under it also provide, in effect, that, subject to the discretion of
the court, interest payable after the date of an order to which the Foreign Money Claims Act (British Columbia) applies shall accrue at the applicable
https://www.sec.gov/Archives/edgar/data/836136/000104746919005416/a2239747z424b2.htm[9/24/2019 1:30:41 PM]


foreign prime rate (as described in the Foreign Money Claims Regulation) until payment. Holders would bear the risk of exchange rate fluctuations
between the time the Canadian dollar amount of the judgment is calculated and the time the holders receive payment.
Because the bonds are held by or on behalf of DTC, investors will have to rely on its procedures for transfer, payment and communication with us
The bonds will be deposited with DTC. Except in limited circumstances, investors will not be entitled to receive bonds in definitive form. DTC's
records will reflect only the identity of direct DTC participants to whose accounts the bonds are credited. Direct and indirect participants in DTC will be
responsible for keeping records of the beneficial ownership of bonds on behalf of their customers. Investors will be able to trade their beneficial
interests only through DTC and its direct and indirect participants.
We will discharge our payment obligations under the bonds by making payments to DTC for distribution to its account holders. A holder of a
beneficial interest in the bonds must rely on the procedures of DTC to receive payments under the bonds. We have no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in the bonds.
Holders of beneficial interests in the bonds will not have a direct right to vote in respect of the bonds. Instead, such holders will be permitted to act
only to the extent that they are enabled by DTC to appoint proxies. Similarly, holders of beneficial interests in the bonds will not have a direct right
under the bonds to take enforcement action against us in the event of a default under the bonds.
The laws governing the bonds may change
The terms of the bonds are based on the laws of the Province of British Columbia and the federal laws of Canada applicable therein in effect as at
the date of this Prospectus Supplement. No assurance can be given as to the impact of any possible judicial decision or change to the laws of the
Province of British Columbia or the federal laws of Canada applicable therein or administrative practice after the date of this Prospectus Supplement.
Investors may be subject to exchange rate risks and exchange controls
We will pay principal and interest on the bonds in the currency of the United States. This presents certain risks relating to currency conversions if
an investor's financial activities are denominated principally in a currency or currency unit (the "Investor's Currency") other than the currency of the
United States. These include the risk that exchange rates may significantly change (including changes due to devaluation of the currency of the
United States or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify
exchange controls. An appreciation in the value of the Investor's Currency relative to the currency of the United States would decrease (1) the Investor's
Currency-equivalent yield on the bonds, (2) the Investor's Currency-equivalent value of the principal payable on the bonds and (3) the Investor's
Currency-equivalent market value of the bonds.
S-8
Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable
exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.
Investment in the bonds involves the risk that subsequent changes in market interest rates may adversely affect the value of the bonds.
Certain of the underwriters may have real or perceived conflicts of interest
Certain of the underwriters and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking
transactions with, and may perform services for, the Province in the ordinary course of business and such activities could create the potential for or
perception of conflict among the interests of the underwriters and prospective investors.
DESCRIPTION OF BONDS
General
The 1.750% Bonds, Series BCUSG-10, due September 27, 2024 offered hereby in the aggregate principal amount of US$1,250,000,000 will be
issued subject to a fiscal agency agreement to be dated as of September 27, 2019, between the Province and The Bank of New York Mellon as registrar,
fiscal agent, transfer agent and principal paying agent (the "fiscal agent").
The information contained in this section and in the Basic Prospectus summarizes the terms of the bonds and the fiscal agency agreement. You
should read the information set forth below together with the section "Description of Debt Securities and Warrants" in the Basic Prospectus, which
summarizes the general terms of the bonds and the fiscal agency agreement. This Prospectus Supplement describes the terms of the bonds in greater
detail than the Basic Prospectus and may provide information that differs from the Basic Prospectus. If the information in this Prospectus Supplement
differs from the Basic Prospectus, you should rely on the information in this Prospectus Supplement. You should also read the fiscal agency agreement
and the exhibits thereto, including the form of Global Bonds (as defined below), for a full description of the terms of the bonds. A copy of the fiscal
agency agreement and its exhibits will be available for inspection at our offices.
https://www.sec.gov/Archives/edgar/data/836136/000104746919005416/a2239747z424b2.htm[9/24/2019 1:30:41 PM]


References to principal and interest in respect of the bonds shall be deemed also to refer to any additional amounts which may be payable as
described below. See "--Payment of Additional Amounts".
Status of the bonds
The bonds will be direct and unconditional general obligations of the Province. The bonds will not be secured but will rank equally and ratably
with all of the Province's other unsecured and unsubordinated indebtedness outstanding from time to time without any preference granted by the
Province. Payments of principal of and interest on the bonds will be payable out of the Consolidated Revenue Fund of British Columbia.
Form, Denomination and Registration
The bonds will be issued in the form of one or more fully registered global bonds (the "Global Bonds") registered in the name of Cede & Co., as
nominee of DTC, and held by the fiscal agent. Beneficial interests in the Global Bonds will be represented through book-entry accounts of financial
institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. Investors may elect to hold interests in the Global Bonds
directly through DTC (in the United States), CDS (in Canada) or through Clearstream Banking S.A. ("Clearstream") or Euroclear Bank SA/NV, as
operator of the Euroclear System ("Euroclear") (in Europe and in Asia) if they are participants in such
S-9
systems, or through organizations which are participants in such systems. CDS will hold interests on behalf of its participants directly through its
account at DTC and Clearstream and Euroclear will hold interests on behalf of their participants through customers' securities accounts in Clearstream
and Euroclear's names on the books of their respective depositaries ("U.S. Depositaries"), which in turn will hold such interests in customers' securities
accounts in the U.S. Depositaries' names on the books of DTC. Except in the limited circumstances described herein, owners of beneficial interests in
the Global Bonds will not be entitled to have bonds registered in their names, will not receive or be entitled to receive bonds in definitive form and will
not be considered registered holders thereof under the fiscal agency agreement. See "--Title" and "--Definitive Certificates".
The bonds will only be sold in minimum principal amounts of US$5,000 and integral multiples of US$1,000 in excess thereof.
All bonds will be recorded in a register maintained by the fiscal agent under the fiscal agency agreement, and will be registered in the name of
Cede & Co., for the benefit of owners of beneficial interests in the Global Bonds, including those beneficial owners which are participants in CDS,
Clearstream and Euroclear. The register shall at all times be kept in the City of New York or at such other office reasonably satisfactory to the Province.
The fiscal agent will not impose any service charge on the registered holder for any registration of transfer or exchange of bonds, other than
reasonable fees for the replacement of lost, stolen, mutilated, defaced or destroyed bonds; however, the Province may require of the party requesting
such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in the fiscal agency agreement or in the
bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. In addition,
owners of beneficial interests in the Global Bonds may incur fees payable in respect of the maintenance and operation of the book-entry accounts in
which such interests are held with the clearing systems. The Province and the fiscal agent will not be required to make any exchange of bonds if, as a
result thereof, the Province may incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of
the exchange.
Title
Subject to applicable law and the terms of the fiscal agency agreement, the Province and the fiscal agent will deem and treat the person in whose
name a bond is registered as the absolute owner of such bond for all purposes whatsoever, whether or not such bond is overdue, and neither the Province
nor the fiscal agent will be affected by notice to the contrary. All payments to or on the order of the registered holder of any bond are valid and effectual
to discharge the liability of the Province or the fiscal agent on such bond to the extent of the sum or sums paid.
Interest
The bonds will bear interest from and including September 27, 2019 at a rate of 1.750% per annum. Interest on the bonds will be payable in two
installments in arrears on March 27 and September 27 of each year (each an "interest payment date," beginning March 27, 2020). Interest will be
payable to the persons in whose names the bonds are registered at the close of business on the preceding March 12 and September 12 (each a "record
date"), as the case may be. If the bonds become redeemable prior to maturity in accordance with the terms and conditions of the bonds, any interest
payable under the bonds on the date fixed for redemption which is not otherwise an interest payment date will be payable to the persons in whose
names the bonds are registered on the redemption date. Interest on the bonds will cease to accrue on the date fixed for redemption unless payment of
principal is improperly withheld or refused. Any overdue principal or interest on the bonds shall bear interest at the rate of 1.750% per annum (before
and, subject to applicable law, after
S-10
judgment) until paid, or if earlier, when the full amount of the monies payable has been received by the fiscal agent and notice to that effect has been
https://www.sec.gov/Archives/edgar/data/836136/000104746919005416/a2239747z424b2.htm[9/24/2019 1:30:41 PM]


given in accordance with "--Notices".
Whenever it is necessary to compute any amount of accrued interest in respect of the bonds for a period of less than one full year, such interest will
be calculated on the basis of a 360-day year consisting of twelve 30-day months.
Yield
The yield, 1.791%, is calculated as the semi-annual expected return based on the cash flows of the bonds assuming one continuous re-investment
rate for periodic interest payments. The yield is calculated at the issue date on the basis of the initial public offering price. It is not an indication of
future yield.
Payments
Principal of and interest on the bonds are payable by the Province in U.S. dollars to the persons in whose names the bonds are registered on the
record date, the redemption date or the maturity date, as the case may be. The fiscal agent will act as the Province's principal paying agent for the bonds
pursuant to the fiscal agency agreement. Ownership positions within each clearing system will be determined in accordance with the normal
conventions observed by such system. Payments of principal and interest on the Global Bonds will be made in U.S. dollars in immediately available
funds, directly to Cede & Co. for payment to DTC Participants (as defined below) in accordance with customary procedures established from time to
time by DTC and the fiscal agent. None of the Province, the fiscal agent or any paying agent will have any responsibility or liability for any aspect of
records relating to or for payments made by DTC, CDS, Clearstream or Euroclear on account of beneficial interests in the Global Bonds or for
maintaining, supervising or reviewing any records of such clearing systems or participants relating to such beneficial interests.
If any date for payment in respect of any bond is not a business day, the registered holder thereof shall not be entitled to payment until the next
following business day, and no further interest shall be paid in respect of the delay in such payment. If any record date in respect of any bond is not a
business day, then that record date shall be deemed to be the immediately preceding business day. In this paragraph, "business day" means a day other
than a Saturday or Sunday on which banking institutions in New York, New York, London, England and Toronto, Ontario are not authorized or
obligated by law or regulation to close. If the bonds have been issued in definitive form and a date for payment is a business day but is a day on which
any paying agent is closed at the applicable place of payment, a registered holder will not be entitled to payment at such location until the next
succeeding day other than a Saturday or Sunday on which banking institutions in such place of payment are not authorized or obligated by law or
regulation to be closed and no further interest shall be paid in respect of the delay in such payment.
If definitive bonds are issued and for so long as the bonds are listed on the Euro MTF Market of the Luxembourg Stock Exchange and the rules of
such stock exchange so require, the Province will appoint and maintain a paying agent and a transfer agent in Luxembourg.
Further Issues
The Province may from time to time, without notice to or the consent of the registered holders of the bonds, create and issue further bonds ranking
equally and ratably with the bonds in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such further
bonds or except for the first payment of interest following the issue date of such further bonds) and so that such further bonds shall be consolidated and
form a single series with the bonds and shall have the same terms as to status, redemption or otherwise as the bonds; provided that if such further bonds
are
S-11
not fungible with the original bonds for U.S. federal income tax purposes, such further bonds will have a separate CUSIP number. Any further bonds
shall be issued subject to an agreement supplemental to the fiscal agency agreement.
Payment of Additional Amounts
All payments of principal of and interest on the bonds will be made by the Province without withholding of, or deduction for, or on account of, any
present or future taxes or duties of whatever nature imposed or levied by Canada, or any province, political subdivision or taxing authority therein or
thereof, unless, as a result of the federal laws of Canada, or any province or political subdivision thereof or the official application of such laws or the
regulations of any taxing authority therein or thereof, the Province is required to deduct or withhold any taxes or duties from any payments due under
the bonds. In that event, the Province (subject to its right of redemption described herein) will pay such additional amounts as may be necessary in order
that every net payment of the principal of and interest on the bonds will be not less than the amount which would otherwise have been payable in respect
of the bonds in the absence of such duties or taxes. The Province shall not, however, be obliged to pay such additional amounts on account of any such
taxes or duties:
(a)
to which a beneficial owner of a bond is subject otherwise than merely by the ownership of bonds or the receipt of income therefrom;
(b)
which become payable as a result of any bond being presented for payment on a date more than 30 days after the relevant date except to
the extent that the registered holder would have been entitled to such additional amounts on presenting the same for payment on such
thirtieth day. For this purpose, the "relevant date" means:
https://www.sec.gov/Archives/edgar/data/836136/000104746919005416/a2239747z424b2.htm[9/24/2019 1:30:41 PM]


(i)
the date on which the payment in respect of the bonds first becomes due; or
(ii)
if the full amount of the monies payable shall not have been duly provided to the fiscal agent on or prior to such date, the date on
which such monies shall have been so provided; or
(c)
required to be withheld or deducted under sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (or any
amended or successor versions of such sections) ("FATCA"), any regulations or other official guidance thereunder, any
intergovernmental agreement entered into in connection with FATCA, or any law, regulation or other official guidance enacted in any
jurisdiction implementing FATCA or an intergovernmental agreement.
Maturity, Redemption and Purchases
The principal amount of the bonds shall be due and payable on September 27, 2024. The bonds are not redeemable at the option of the Province
prior to maturity unless certain events occur involving Canadian taxation as provided below and are not repayable at the option of the registered holders
prior to maturity.
The bonds may be redeemed at the option of the Province in whole, but not in part, at any time, on giving not less than 30 days' and not more than
60 days' notice to registered holders of bonds in accordance with "--Notices" (which notice shall be irrevocable), at 100% of the principal amount
thereof, together with interest accrued thereon to the date fixed for redemption, if (a) the Province has or will become obliged to pay additional amounts
as provided or referred to in "--Payment of Additional Amounts" as a result of any change in, or amendment to, the laws or regulations of Canada, or
any province or political subdivision thereof, or any authority thereof or agency therein having power to tax, or any change in the application or official
interpretation of such laws or regulations, which change or amendment becomes effective on or after the date of this Prospectus Supplement, and
S-12
(b) such obligation cannot be avoided by the Province taking reasonable measures available to it, provided that no such notice of redemption shall be
given earlier than 90 days prior to the earliest date on which the Province would be obliged to pay such additional amounts were a payment in respect of
the bonds then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Province shall deliver to the fiscal agent a
certificate signed by an official of the Province stating that the Province is entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to the right of the Province so to redeem have occurred.
The Province may, if not in default under the bonds, at any time purchase bonds in the open market, or by tender or by private contract, at any
price, in accordance with applicable law, and cause the fiscal agent to cancel any bonds so purchased.
Repayment in Event of Default
If (a) there is a non-payment of the principal of or interest on any of the bonds and such non-payment continues for a period of more than 15 days
after written notice of such non-payment is given to the Province by a registered holder of bonds or (b) there is a failure in the performance of any other
covenant of the Province contained in the bonds which continues for more than 30 days after written notice requiring such failure to be remedied is
given to the Province by a registered holder of bonds, then the registered holder giving such notice may give a further written notice to the Province
demanding that the principal amount of all or any of the bonds held by such registered holder become immediately repayable, together with accrued
interest, and upon the giving of such further notice, such bonds shall become repayable accordingly.
Any notice from a registered holder of bonds to the Province as contemplated in the previous paragraph shall be given to the Province by delivering
such notice to the fiscal agent.
Definitive Certificates
No beneficial owner of bonds will be entitled to receive bonds in definitive form except in the limited circumstances described below.
If DTC notifies the Province that it is unwilling or unable to continue as depositary in connection with the Global Bonds or ceases to be a clearing
agency registered under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise ceases to be eligible to be a
depositary and a successor depositary or clearing agency is not appointed by the Province within 90 days after receiving such notice or becoming aware
of such ineligibility, the Province will issue or cause to be issued fully registered bonds in definitive form upon registration of transfer of, or in
exchange for, the Global Bonds.
The Province may also at any time and in its sole discretion determine not to have any of the bonds held in the form of the Global Bonds, and, in
such event, will issue or cause to be issued fully registered bonds in definitive form upon registration of transfer of, or in exchange for, the Global
Bonds. In the event definitive bonds are issued and for so long as the bonds are listed on the Euro MTF Market of the Luxembourg Stock Exchange and
the rules of such stock exchange so require, the Province will appoint and maintain a paying agent and a transfer agent in Luxembourg.
https://www.sec.gov/Archives/edgar/data/836136/000104746919005416/a2239747z424b2.htm[9/24/2019 1:30:41 PM]


Document Outline