Obligation Québécor 2.1% ( CA74814ZFM01 ) en CAD

Société émettrice Québécor
Prix sur le marché refresh price now   100 %  ▲ 
Pays  Canada
Code ISIN  CA74814ZFM01 ( en CAD )
Coupon 2.1% par an ( paiement semestriel )
Echéance 26/05/2031



Prospectus brochure de l'obligation Quebec CA74814ZFM01 en CAD 2.1%, échéance 26/05/2031


Montant Minimal 1 000 CAD
Montant de l'émission 500 000 000 CAD
Cusip 74814ZFM0
Prochain Coupon 27/05/2026 ( Dans 163 jours )
Description détaillée Le Québec est une province du Canada située dans le nord-est de l'Amérique du Nord, caractérisée par sa culture francophone, son histoire riche et sa beauté naturelle variée.

L'Obligation émise par Québécor ( Canada ) , en CAD, avec le code ISIN CA74814ZFM01, paye un coupon de 2.1% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 26/05/2031







New Issue
Offering Circular

The Notes have not been and will not be registered under the United States Act of 1933, as amended, and, subject to certain exceptions, may
not be offered or sold within the United States of America and its possessions or to or for the account of benefit of U.S. persons.

Legal Entity Identifier (LEI): 549300WN65YFEQH74Y36
$500,000,000
of Medium-Term Notes within the scope of an offering
on a continuous basis in Canada
2.100% Notes Series B130 due May 27, 2031
Issue Price: 99.677%
for a yield to maturity of approximately 2.136%
The Notes offered hereby consist of $500,000,000 principal amount, of 2.100% Notes Series B130 due May 27, 2031 (the "Notes") of Québec.
The Notes will be issued on May 27, 2021.
Interest on the Notes is payable in two equal semi-annual instalments in arrears on May 27 and November 27 of each year. The next interest
payment on the Notes will be made on November 27, 2021. The Notes will mature on May 27, 2031.
The Notes will be issued in the form of a fully registered global certificate (the "Global Certificate") and will be subject to the provisions of an
Order in Council of the Gouvernement du Québec. Subject to limited exceptions, no individual physical Notes will be issued and beneficial
interests in the Notes will be represented through book-entry accounts with participants of CDS Clearing and Depository Services Inc. Québec
will maintain registers relating to the Notes, will register their transfers therein and will forward to the depositary of the Global Certificate all
payments of principal of, and interest on, the Notes.
Application will be made for the Notes offered hereby to be admitted to the Official List of the Luxembourg Stock Exchange and for such Notes
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 purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU, as amended,
"MiFID II"). Québec has undertaken to the underwriters to use all reasonable efforts to have the Notes listed on the Euro MTF Market of the
Luxembourg Stock Exchange on or as soon as possible after the closing of the issue of the Notes. Québec cannot guarantee that these applications
will be approved, and settlement of the Notes is not conditioned on obtaining the listing. If Québec determines that it is unduly onerous to maintain
the listing of the Notes on the Luxembourg Stock Exchange, then Québec may delist the Notes from the Luxembourg Stock Exchange. If the
listing of the Notes is so terminated, prior to such termination Québec will use its best efforts to seek an alternative admission to listing, trading
and/or quotation of such Notes by another listing authority, securities exchange and/or quotation, reasonably.
In the opinion of Stein Monast l.l.p., counsel to Québec, the Notes will be valid obligations of Québec and a charge as to principal and interest
upon the Consolidated Revenue Fund of Québec.

We, as principals, offer the Notes if, as and when issued and received by us and subject to the favorable legal opinion of counsel above mentioned
as to all legal matters. Subscriptions will be received subject to rejection or allotment in whole or in part, and the right is reserved to close the
subscription books at any time without notice. It is expected that delivery of the Notes will be made on or about May 27, 2021 through the book-
entry facilities of CDS Clearing and Depository Services Inc., against payment therefore.


HSBC Securities (Canada) Inc.
RBC Dominion Securities Inc.
Scotia Capital Inc.
The Toronto-Dominion Bank
Skandinaviska Enskilda Banken AB (publ)
BMO Nesbitt Burns Inc.
Casgrain & Company Limited
CIBC World Markets Corp.
National Bank Financial Inc.
BNP Paribas
Crédit Agricole Corporate and Investment Bank
Desjardins Securities Inc.
Laurentian Bank Securities Inc.
Merrill Lynch Canada Inc.








May 19, 2021


SUMMARY OF THE TERMS AND CONDITIONS OF THE NOTES
Form, Registration, Transfer and Denominations of Notes: The Notes will be evidenced by book-entry accounts in the registers of CDS Clearing and
Depository Services Inc. (the "Depositary") and will be represented by Global Certificates held by, or on behalf of, the Depositary, or any successor
depositary, as may be appointed, and registered in the name of the Depositary or its nominee, presently CDS & Co. Beneficial interests in Notes represented
by a Global Certificate will be evidenced only by, and transfers thereof will be effected only through, registers maintained by the Depositary (with respect
to its participants' interests) and by its participants. Notes will be issued in denominations of $1,000 (Canadian dollars or U.S. dollars, as the case may
be) or an integral multiple thereof.
Secondary Market trading: Secondary market trading between Depositary participants, including Clearstream Banking, S.A. ("Clearstream,
Luxembourg") and Euroclear Bank S.A/N.V. ("Euroclear") will be in accordance with market conventions applicable to transactions in book-based
Canadian domestic notes. Links have been established among the Depositary, Clearstream, Luxembourg and Euroclear to facilitate the initial issuance of
the Notes and cross market transfers of the Notes associated with secondary market trading. The Depositary will be linked indirectly to Clearstream,
Luxembourg and Euroclear through the Depositary accounts of their respective Canadian depositaries. At the time of the initial settlement, the Notes will
be represented by one or more fully registered Global Certificates without interest coupons which will not be exchangeable for fully registered physical
certificates representing individual Notes.
Use of proceeds: The net proceeds of the issue will be added to the Consolidated Revenue Fund of Québec or advanced to Financement-Québec as
permitted by law for the purpose of the Eligible Projects. The net proceeds of the Notes will not be held in a segregated account. An amount equal to the
net proceeds of the Notes will be recorded in a designated account in Québec's financial records, or as the case may be in Financement-Québec's financial
records, in order to track the use and allocation of funds relating to Eligible Projects. As long as the account balance is positive, amounts equivalent to the
funds disbursed are deducted from the balance of the designated account as the funds are allocated to Eligible Projects approved under Québec's internal
selection process.
The term "Eligible Projects" refers to a group of selected projects that offer environmental benefits for protecting the environment, reducing greenhouse
gas emissions or adapting to climate change in Québec. Electricity generation projects involving fossil fuels and nuclear energy are excluded.
Without limitations, Eligible Projects may fall into the following categories:
- Public transit
- Energy efficiency
- Renewable energy
- Sustainable waste management
- Sustainable land development
- Water management and/or water treatment
- Forest, agricultural land, and land management
- Climate adaptation and resilience
Proceeds of the Notes are expected to be used to fund some or all of such types of Eligible Projects.
Additional information on Québec's Green Bond Program is available online: http://www.finances.gouv.qc.ca/en/RI_GB_Green_Bonds.asp.
Redemption and Purchase: The Notes cannot be redeemed prior to their stated maturity unless the Pricing Supplement provides that such Notes will be
redeemable at the option of Québec and/or the Noteholders. Québec may at any time purchase Notes in any manner and at any price.
Payments: All payments of principal, premium and interest on the Notes will be made in the Specified Currency to the registered holder (the
Depositary or its nominee) of the Global Certificate representing such Notes.
Principal Amount of each Issue and Sale: Each issue and sale of Notes shall be in an aggregate principal amount of $1,000 (Canadian dollars or
U.S. dollars) or an integral multiple thereof as may be agreed between Québec and the Purchaser and as indicated in the applicable Pricing Supplement.
Status of the Notes: The Notes will constitute valid and unsecured obligations of Québec and will rank pari passu among themselves and with all other
debentures, notes or similar securities issued by Québec and outstanding at the date hereof or in the future. The payment of the principal of and interest
on the Notes will be a charge on, and payable out of, the Consolidated Revenue Fund of Québec.
Notices: As long as the Notes are listed on the Luxembourg Stock Exchange, and the rules of the Luxembourg Stock Exchange so require, notices will
be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the Luxembourg
Stock Exchange website at www.bourse.lu. Any such notice shall be deemed to have been given on the date of such delivery (or, if delivered more than
once or on different dates, on the first date on which delivery is made) or, in the case of mailing, on the fourth weekday following such mailing and, in
the case of publication, on the date of such publication or, if published more than once or on different dates, on the first date on which publication is made.
Target Market:
MiFID II Product Governance / Professional Investors and ECPs only Target Market - Solely for the purposes of the underwriter's product approval
process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties
and professional clients only, each as defined in Markets in Financial Instruments Directive (the "MiFID II"); and (ii) all channels for distribution of the
Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the underwriter's target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the underwriter's target market assessment) and
determining appropriate distribution channels.







Selling Restrictions:
General
Each of the underwriters has severally agreed that it will not offer, sell or deliver any of the Notes, directly or indirectly, or distribute this offering circular
or any other offering material relating to the Notes, in or from any jurisdiction except under circumstances that, to the best knowledge and belief of such
underwriter, will result in compliance with the applicable laws and regulations thereof and which will not impose any obligations on Québec except as
set forth in the underwriting agreement.
United States of America
Each of the underwriters acknowledges that the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "1933 Act") or any state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements
of 1933 Act and applicable state securities laws. Accordingly, each underwriter represents and warrants to and with Québec, and will cause its U.S.
registered broker-dealer affiliates (the "U.S. Affiliates") to comply with, such representations and warranties, that:
(i) it has not offered or sold, and will not offer or sell, any Notes constituting part of its allotment within the United States, except in
accordance with Rule 144A under the 1933 Act (the "Rule 144A") and exemptions from applicable state securities laws or outside
the United States in accordance with Regulation S under the 1933 Act. Accordingly, neither it nor any of its affiliate(s) nor any persons
acting on its or their behalf have engaged or will engage in (i) any offer to sell or any solicitation of an offer to buy, any Notes to any
person in the United States, (ii) any sale of Notes to any purchaser unless, at the time the buy order was or will have been originated,
the purchaser was outside the United States, or such underwriter, affiliate or person acting on behalf of either reasonably believed that
such purchaser was outside the United States (except for any discretionary account or similar account (other than estate or trust) held
for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual)
resident in the United States);
(ii) it will not, either directly or through its U.S. Affiliate, solicit offers for, or offer to sell, the Notes in the United States by means of any
form of "general solicitation" or "general advertising" (as those terms are used in Regulation D under the 1933 Act) and neither it nor
its affiliate(s), nor any person acting on its or their behalf, have engaged or will engage in any "directed selling efforts" (as such term
is defined in Regulation S under the 1933 Act) with respect to the Notes;
(iii) it will solicit (and will cause its U.S. Affiliate to solicit) offers for the Notes in the United States only from, and will offer the Notes
only to, persons who it reasonably believes to be Qualified Institutional Buyers in accordance with Rule 144A (the "Qualified
Institutional Buyers");
(iv) immediately prior to soliciting any offeree, the underwriting has reasonable grounds to believe and did believe that each offeree was
a Qualified Institutional Buyer;
(v) it will inform (and cause its U.S. Affiliate to inform) all purchasers of the Notes in the United States that the Notes have not been and
will not be registered under the 1933 Act and are being sold to them without registration under the 1933 Act in reliance on the
exemption from registration provided by Rule 144A; and
(vi) all offers and sales of the Notes in the United States will be effected in compliance with registration or qualification provisions of
applicable state securities laws or exemptions therefrom.
European Economic Area (Prohibition of Sales to Retail Investors)
Each underwriter has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available
any Notes to any retail investor in the European Economic Area ("EEA"). For the purposes of this provision:
(a) the expression "retail investor" means a person who is one (or more) of the following:
(i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or
(ii) a customer within the meaning of the Insurance Distribution Directive, 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 (the "Prospectus Regulation"); and
(b) the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes
to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.
Each person in a Member State of the EEA who receives any communication in respect of, or who acquires any Notes under, the offer contemplated in
this offering circular, or to whom the Notes are otherwise made available, will be deemed to have represented, warranted and agreed to and with each
underwriter and Québec that it and any person on whose behalf it acquires Notes as a financial intermediary, as that term is defined in the Prospectus
Regulation, is: (a) a qualified investor as defined in the Prospectus Regulation; and (b) not a "retail investor" as defined above.
United Kingdom
Each of the underwriters, on behalf of itself and each of its affiliates that participate in the initial distribution of the Notes, has severally represented and
agreed that (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or
inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received
by it in connection with the issue and sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to Québec; and (ii) it has
complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise
involving the United Kingdom ("UK").
Further: (a) 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
UK, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection
with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred


to as "relevant persons"); (b) this document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant
persons; and (c) 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.
Canadian Federal Income Tax Considerations:
In the opinion of Stein Monast L.L.P., Canadian counsel to Québec, the following summary describes the principal Canadian federal income tax
considerations, as of the date hereof, generally applicable to a purchaser who acquires Notes pursuant to this offering and who at all relevant times, for
purposes of the Income Tax Act (Canada) (the "Tax Act") holds the Notes as capital property, is not affiliated with the underwriters and deals at arm's
length with the underwriters. Generally, the Notes will be considered capital property to a holder, provided the holder does not use or hold or is not deemed
to use or hold the Notes in the course of carrying on a business and has not acquired them or is not deemed to have acquired them in a transaction or
transactions considered to be an adventure or concern in the nature of trade.
This summary is not applicable to: (a) a holder that is a "financial institution", as defined in the Tax Act, for purposes of the mark-to-market rules; (b) a
holder an interest in which is or would constitute a "tax shelter investment" as defined in the Tax Act; (c) a holder who reports its "Canadian tax results"
within the meaning of the Tax Act in a currency other than Canadian currency; or (d) a holder that has entered or will enter into, with respect to the Notes,
a "derivative forward agreement" as defined in the Tax Act. Any such holder should consult their own tax advisors to determine the particular Canadian
federal income tax consequences to them of acquiring, holding and disposing the Notes.
This summary is based on the current provisions of the Tax Act and the regulations in force as of the date hereof, all specific proposals to amend the Tax
Act and the regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Tax Proposals") and
counsel's understanding of the current published administrative practices and assessing policies of the Canada Revenue Agency. This summary assumes
that the Tax Proposals will be enacted in the form proposed and does not take into account or anticipate any other changes in law or administrative or
assessing practice, whether by judicial, governmental or legislative decision or action, nor does it take into account provincial, territorial or foreign income
tax considerations which may differ from the Canadian federal income tax considerations described herein. No assurance can be given that the Tax
Proposals will be enacted in the form proposed or at all, or that legislative, judicial or administrative changes will not modify or change the statements
expressed herein.
This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any particular holder and no representation with
respect to the income tax consequences to any particular holder is made. This summary is not exhaustive of all possible Canadian federal income tax
considerations. Accordingly, prospective holders should consult their own tax advisors with respect to their particular circumstances.
Residents of Canada
The following discussion is generally applicable to a holder who, at all relevant times and for the purposes of the Tax Act and any applicable income tax
treaty or convention, is or is deemed to be a resident of Canada (a "Resident Holder"). Certain Resident Holders whose Notes might not otherwise qualify
as capital property may, in certain circumstances, be entitled to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have
the Notes and every other "Canadian security", as defined in the Tax Act, owned by such Resident Holders in the taxation year of the election and in all
subsequent taxation years treated as capital property.
Interest Payments
A Resident Holder that is a corporation, partnership, unit trust or any trust of which a corporation or partnership is a beneficiary will be required to include
in computing its income for a taxation year all interest on the Notes that accrues or is deemed to accrue to it to the end of the taxation year or that has
become receivable by or is received by the Resident Holder before the end of that taxation year, except to the extent that such interest was included in the
Resident Holder's income for a preceding taxation year.
A Resident Holder (other than a holder referred to in the previous paragraph) will be required to include in computing its income for a taxation year all
interest on Notes that is received or receivable by such Resident Holder in that taxation year (depending upon the method regularly followed by the holder
in computing income), except to the extent that such interest was included in the Resident Holder's income for a preceding taxation year.
Dispositions
On a disposition or deemed disposition of a Note by a Resident Holder, including a redemption or purchase by Québec or a repayment by Québec upon
maturity, a Resident Holder will generally be required to include in computing its income for the taxation year in which the disposition occurred all interest
on the Note that has accrued or is deemed to have accrued to such Resident Holder from the last interest payment date to the date of disposition to the
extent that such interest has not otherwise been included in the Resident Holder's income for the taxation year or a previous taxation year.
In general, a disposition or deemed disposition of a Note a Resident Holder will realize a capital gain (or a capital loss) equal to the amount by which the
proceeds of disposition, net of any amount required to be included in the Resident Holder's income as interest or otherwise, exceed (or are exceeded by)
the aggregate of the Resident Holder's adjusted cost base thereof and any reasonable costs of disposition. Generally, one-half of a capital gain realized by
a Resident Holder must be included in computing the Resident Holder's income for the taxation year of disposition as a taxable capital gain. Subject to
and in accordance with the provisions of the Tax Act, a Resident Holder is generally required to deduct one-half of the amount of any capital loss (an
allowable capital loss) realized in a taxation year against taxable capital gains realized in that taxation year. Any allowable capital loss not deductible in
the taxation year of disposition may be deducted against taxable capital gains in computing taxable income for any of the three preceding taxation years
or any subsequent taxation year in accordance with the rules contained in the Tax Act. Taxable capital gains realized by a Resident Holder who is an
individual or a trust (other than certain specified trusts) may result in such Resident Holder being liable for alternative minimum tax under the Tax Act.
Resident Holders who are individuals should consult their own tax advisors in this regard.







Additional Refundable Tax
A Resident Holder that is throughout the relevant taxation year a "Canadian-controlled private corporation" as defined in the Tax Act may be liable to
pay an additional refundable tax on certain investment income including interest and taxable capital gains realized on the disposition or deemed disposition
of the Notes.
Eligibility for Investment
The Notes are "qualified investments" under the Tax Act at the time of their acquisition for a trust governed by a registered retirement savings plan, a
registered retirement income fund, a registered education savings plan, a registered disability savings plan, a tax-free savings account and a deferred profit
sharing plan, each as defined in the Tax Act (except for a deferred profit sharing plan of Québec).
Non-Residents of Canada
The following comments are generally applicable to a holder who, at all relevant times, for the purposes of the Tax Act and any applicable income tax
treaty or convention, is neither resident nor deemed to be resident in Canada, deals at arm's length with any transferee resident (or deemed to be resident)
in Canada to whom the holder disposes of the Notes and does not use or hold, and is not deemed to use or hold, the Notes in, or in the course of, carrying
on a business or part of a business in Canada (a "Non-Resident Holder").
Principal and Interest
The payment by Québec of interest (including any amounts deemed to be interest) and principal on the Notes and of any premium as a result of the
redemption or purchase by it of a Note before the maturity thereof to a Non-Resident Holder will not be subject to Canadian non-resident withholding
tax. No other taxes on income (including taxable capital gains) will be payable by a Non-Resident Holder under the Tax Act in respect of the acquisition,
holding or disposition of the Notes.
Documents Incorporated by Reference: The Offering Circular containing the Terms and Conditions of the Notes dated June 1, 2012 as modified
on December 13, 2012, on May 2, 2013, on January 16, 2014, on February 17, 2015, on June 2, 2016, on June 27, 2017, on May 4, 2018, on June 25,
2019 and on November 26, 2020 and as replaced or modified by the Pricing Supplement dated May 27, 2021.
Governing Law: The Notes will be governed by, and construed in accordance with, the laws of Québec and the laws of Canada applicable therein.
Authorization: The Notes will be issued under and pursuant to the Financial Administration Act (Québec) and any Order in Council of the Gouvernement
du Québec authorizing the Programme and, as the case may be, having modified it.


Responsibility for the maintenance of
Québec
ISIN
registers, for the recording of transfers and
Ministère des Finances du Québec
CA74814ZFM01
for the transmission of payments to
Direction de la gestion de caisse et Bureau général de dépôts
Common Code
the Depositary
pour le Québec
234685031

8, rue Cook

Québec (Québec) G1R 0A4























Document Outline