Bond Ontarian Province 4.75% ( US683234YB83 ) in USD

Ontarian Province

100 % ⇌

Canada

US683234YB83 ( in USD )

4.75% per year ( payment 2 times a year)

19/01/2016 - Bond has expired

Prospectus brochure of the bond Province of Ontario US683234YB83 in USD 4.75%, expired

5 000 USD

1 000 000 000 USD

683234YB8

Ontario is Canada's most populous province, boasting a diverse economy, abundant natural resources, and major urban centers like Toronto, Ottawa, and Hamilton.

The Bond issued by Ontarian Province ( Canada ) , in USD, with the ISIN code US683234YB83, pays a coupon of 4.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 19/01/2016

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<DOCUMENT>
<TYPE>424B2
<SEQUENCE>1
<FILENAME>t17699se424b2.txt
<DESCRIPTION>424B2
<TEXT>
<PAGE>
Filed pursuant to Rule 424(b)(2)
of the Securities Act of 1933
No. 333-105400
Prospectus Supplement to Prospectus dated May 21, 2003
US$1,000,000,000
(ONTARIO LOGO)
PROVINCE OF ONTARIO
(CANADA)
4.75% BONDS DUE JANUARY 19, 2016
-----------------------
We will pay interest on the Bonds at the rate of 4.75% per year. Interest
will be paid on January 19 and July 19 each year. The first interest payment
will be on July 19, 2006. The Bonds will mature on January 19, 2016. We may not
redeem the Bonds before maturity, unless specified events occur involving
Canadian taxation.
We have applied to admit the Bonds to the Official List of the UK Listing
Authority and to admit the Bonds to trading on the regulated market of the
London Stock Exchange.
-----------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION 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
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------------
<Table>
<Caption>
Per Bond
Total
--------
-----
<S> <C> <C>
Public Offering Price....................................... 99.371% US
$993,710,000
Underwriting Discount....................................... 0.20% US
$ 2,000,000
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Proceeds, before expenses, to Ontario....................... 99.171% US
$991,710,000
</Table>
The initial public offering price set forth above does not include accrued
interest, if any. Interest on the Bonds will accrue from January 18, 2006, and
must be paid if the Bonds are delivered after that date.
-----------------------
The underwriters expect to deliver the Bonds in book-entry form through The
Depository Trust Company, Clearstream, Luxembourg and Euroclear on or about
January 18, 2006.
-----------------------
BARCLAYS CAPITAL MERRILL LYNCH & CO. TD SECURITIES
-----------------------
CIBC WORLD MARKETS
RBC CAPITAL MARKETS
ABN AMRO
BNP PARIBAS
CITIGROUP
CREDIT SUISSE FIRST BOSTON
DEUTSCHE BANK SECURITIES
HSBC
NATIONAL BANK FINANCIAL INC.
SCOTIA CAPITAL
-----------------------
Prospectus Supplement dated January 10, 2006.
<PAGE>
The words "the Province", "we", "our", "ours" and "us" refer to the
Province of Ontario.
----------------------
You should rely only on the information contained in this prospectus
supplement and in the accompanying basic prospectus dated May 21, 2003. The
basic prospectus contains or incorporates by reference information about us and
other matters, including a description of some of the terms of our Bonds, and
should be read together with this prospectus supplement. We have not, and the
underwriters have not, authorized any person to provide you with different
information. If anyone provides you with different or inconsistent information,
you should not rely on it.
We are not, and the underwriters are not, making an offer to sell these
Bonds 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. You may assume that the information appearing in this
prospectus supplement and the accompanying basic prospectus, as well as the
information we previously filed with the United States Securities and Exchange
Commission, or the SEC, and incorporated by reference, is accurate in all
material respects as of the date on the front cover of this prospectus
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supplement only.
In connection with the issue of the Bonds, The Toronto-Dominion Bank (or
persons acting on its behalf) may over-allot Bonds (provided that the aggregate
principal amount of Bonds allotted does not exceed 105 percent of the aggregate
principal amount of the Bonds) or effect transactions with a view to supporting
the market price of the Bonds at a level higher than that which might otherwise
prevail. However, there is no assurance that The Toronto-Dominion Bank (or
persons acting on its behalf) will undertake stabilization action. Any
stabilization action may begin on or after the date on which adequate public
disclosure of the terms 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 issue date
of the Bonds and 60 days after the date of the allotment of the Bonds.
----------------------
We confirm that this prospectus supplement and the accompanying basic
prospectus (including the documents incorporated by reference herein and
therein) contain all information which is material in the context of the issue
of the Bonds with regard to us and the Bonds; that the information contained
herein is true and accurate in all material respects and is not misleading; that
there are no other facts the omission of which makes this document as a whole or
any of such information misleading; and that we have made all reasonable
enquiries to ascertain all facts material for the purposes of the aforesaid.
The Province accepts responsibility for the information in this prospectus
supplement and the accompanying basic prospectus (including information
incorporated by reference herein and therein). Having taken all reasonable care
to ensure that such is the case, the information contained in this prospectus
supplement (including information incorporated by reference herein for purposes
of the Prospectus Directive (2003/71/EC) only under "Documents Incorporated by
Reference") and the accompanying basic prospectus is, to the best of the
knowledge of the Province, in accordance with the facts and contains no
omissions likely to affect its import.
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 accompanying basic prospectus summarize material provisions
of the agreements and other documents that you should refer to. Since the
prospectus supplement and the accompanying basic prospectus may not contain all
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.
You may read and copy any document we file at the SEC's public reference room in
Washington, D.C. Please call the SEC at 1-800-SEC-0330 for more information
about the public reference room and the applicable copy charges.
References in this prospectus supplement to the European Economic Area are
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to the member states of the European Union together with Iceland, Norway and
Liechtenstein.
----------------------
References in this prospectus supplement to "$" and "Canadian dollars" are
to lawful money of Canada and "U.S.$" and "U.S. dollars" are to lawful money of
the United States of America. The inverse of the noon buying rate in New York,
New York on January 10, 2006 for cable transfers in United States dollars and
Canadian dollars as certified for customs purposes by the Federal Reserve Bank
of New York was $1.00 = U.S.$0.8599.
S-2
<PAGE>
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Summary of the Offering..................................... S-4
Description of Bonds........................................ S-6
Clearing and Settlement..................................... S-11
Taxation.................................................... S-14
Credit Ratings.............................................. S-14
Underwriting................................................ S-16
Legal Matters............................................... S-18
Authorized Agent............................................ S-18
Documents Incorporated by Reference......................... S-18
General Information......................................... S-19
PROSPECTUS
About This Prospectus....................................... 3
Where You Can Find More Information......................... 3
Province of Ontario......................................... 4
Description of Debt Securities and Warrants................. 4
Use of Proceeds............................................. 10
Plan of Distribution........................................ 10
Debt Record................................................. 11
Legal Matters............................................... 11
Authorized Agent............................................ 11
Experts and Public Official Documents....................... 11
</Table>
S-3
<PAGE>
SUMMARY OF THE OFFERING
This summary must be read as an introduction to this prospectus supplement
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and the accompanying basic prospectus and any decision to invest in the Bonds
should be based on a consideration of the prospectus supplement and accompanying
basic prospectus as a whole, including the documents incorporated by reference.
Following the implementation of the relevant provisions of the Prospectus
Directive (Directive 2003/71/EC) in each Member State of the European Economic
Area no civil liability will attach to the Province in any such Member State
solely on the basis of this summary, including any translation thereof, unless
it is misleading, inaccurate or inconsistent when read together with the other
parts of this prospectus supplement and accompanying basic prospectus. Where a
claim relating to the information contained in this prospectus supplement and
accompanying basic prospectus is brought before a court in a Member State of the
European Economic Area, the plaintiff may, under the national legislation of the
Member State where the claim is brought, be required to bear the costs of
translating the prospectus supplement and the accompanying basic prospectus
before the legal proceedings are initiated.
ISSUER The Province of Ontario.
AGGREGATE PRINCIPAL
AMOUNT US$1,000,000,000.
INTEREST RATE 4.75% per year.
MATURITY DATE January 19, 2016.
INTEREST PAYMENT DATES January 19 and July 19 of each year, commencing July 19,
2006. Interest will accrue from January 18, 2006.
REDEMPTION We may not redeem the Bonds prior to maturity, unless
specified events occur involving Canadian taxation.
PROCEEDS After deducting the underwriting discount and our
estimated expenses of US$133,600, our net proceeds will be
approximately US$991,576,400.
MARKETS The Bonds are offered for sale in the United States,
Canada, Europe and Asia.
LISTING We have applied to admit the Bonds to the Official List of
the UK Listing Authority and to admit the Bonds to trading
on the regulated market of the London Stock Exchange.
FORM OF BOND AND
SETTLEMENT 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, 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
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bonds through any of DTC (in the United States) or
Clearstream Banking, societe anonyme, known as
Clearstream, Luxembourg or Euroclear Bank S.A./N.V. as
operator of the Euroclear System or any successor in that
capacity, known as Euroclear (outside the United States)
if they are participants of such systems, or indirectly
through organizations which are participants in such
systems. Clearstream, Luxembourg and Euroclear will hold
interests as indirect participants of 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 holders thereof under the
fiscal agency agreement.
S-4
<PAGE>
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. Initial settlement for the
Bonds will be made in immediately available funds.
Principal of and interest on the Bonds are payable in U.S.
dollars.
WITHHOLDING TAX Principal of and interest on the Bonds are payable by us
without withholding or deduction for Canadian withholding
taxes to the extent permitted under applicable law, as set
forth in this prospectus supplement.
STATUS OF THE BONDS The Bonds will be our direct unsecured obligations and as
among themselves will rank pari passu and be payable
without any preference or priority. The Bonds will rank
equally with all of our other unsecured and unsubordinated
indebtedness and obligations from time to time
outstanding. Payments of principal of and interest on the
Bonds will be a charge on and payable out of the
Consolidated Revenue Fund of Ontario.
We may be contacted at the Ontario Financing Authority, 1 Dundas Street
West, 14th Floor, Toronto, Ontario, Canada M5G 1Z3.
S-5
<PAGE>
DESCRIPTION OF BONDS
GENERAL
Our 4.75% Bonds due January 19, 2016, in the aggregate principal amount of
US$1,000,000,000 will be issued under a fiscal agency agreement dated as of
January 18, 2006, between us and The Bank of New York, as registrar, fiscal
agent, transfer agent and principal paying agent (the "Registrar"), which
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defines your rights as a holder of the Bonds.
The information contained in this section and in the accompanying basic
prospectus summarizes some of 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 accompanying 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 accompanying basic prospectus and may provide
information that differs from the accompanying basic prospectus. If the
information in this prospectus supplement differs from the accompanying 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), a copy of which will be
filed as an exhibit to the registration statement and will be available for
inspection at the office of the London paying agent, for a full description of
the terms of the Bonds.
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 our direct unsecured obligations and as among themselves
will rank pari passu and be payable without any preference or priority. The
Bonds will rank equally with all of our other unsecured and unsubordinated
indebtedness and obligations from time to time outstanding. Payments of
principal of and interest on the Bonds will be a charge on and payable out of
the Consolidated Revenue Fund of Ontario.
FORM, DENOMINATION AND REGISTRATION
The Bonds will be issued in the form of fully registered permanent global
bonds ("Global Bonds") registered in the name of Cede & Co., as nominee of DTC,
and held by The Bank of New York as custodian for DTC, or the DTC Custodian.
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), or Clearstream,
Luxembourg or Euroclear (outside of the United States) if they are participants
of such systems, or indirectly through organizations which are participants in
such systems. Clearstream, Luxembourg and Euroclear will hold interests on
behalf of their participants through customers' securities accounts in
Clearstream, Luxembourg's and Euroclear's names on the books of their respective
depositaries, which in turn will hold such interests in customers' securities
accounts in their respective 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".
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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.
All Bonds will be recorded in a register maintained by the Registrar, and
will be registered in the name of Cede & Co., for the benefit of owners of
beneficial interests in the Global Bonds, including participants of Clearstream,
Luxembourg and Euroclear.
The Registrar will not impose any fees in respect of the Bonds, other than
reasonable fees for the replacement of lost, stolen, mutilated or destroyed
Bonds. However, 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.
S-6
<PAGE>
TITLE
Subject to applicable law and the terms of the fiscal agency agreement, we,
the Registrar, and any paying agent appointed pursuant to the fiscal agency
agreement shall deem and treat the registered holders of the Bonds as the
absolute owners thereof for all purposes whatsoever notwithstanding any notice
to the contrary; and all payments to or on the order of the registered holders
shall be valid and effectual to discharge our liability and that of the
Registrar in respect of the Bonds to the extent of the sum or sums so paid.
INTEREST
The Bonds will bear interest from and including January 18, 2006 at a rate
of 4.75% per annum. Interest for the initial interest period from, and
including, January 18, 2006 to, but excluding July 19, 2006 will be payable on
July 19, 2006. Thereafter, interest will be payable in two equal semi-annual
installments in arrears on January 19 and July 19 of each year, commencing
January 19, 2007. Interest will be payable to the persons in whose name the
Bonds are registered at the close of business on the preceding January 1 or July
1 (the regular record dates), as the case may be. Interest on the Bonds will
cease to accrue on the date fixed for redemption or repayment unless payment of
principal is improperly withheld or refused. Any overdue principal or interest
on the Bonds shall bear interest at the rate of 4.75% per annum (before and
after judgment) until paid, or if earlier, when the full amount of the moneys
payable has been received by the Registrar and notice to that effect has been
given in accordance with "Notices" below. Interest will be calculated on the
basis of a 360-day year consisting of twelve 30-day months.
YIELD
The yield, 4.83%, is calculated as the semi-annual expected return based on
the cash flows of the Bonds assuming one continuous re-investment rate for
periodic coupon 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.
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PAYMENTS
Principal of and interest on the Bonds (including Bonds in definitive form
if issued in exchange for the Global Bonds as described under "Definitive
Certificates") are payable by us in such coin or currency of the United States
as at the time of payment is legal tender for the payment of public or private
debt to the persons in whose names the Bonds are registered on the record date
preceding any interest payment date, the Maturity Date or the date of
redemption, as the case may be. Ownership positions within each clearing system
will be determined in accordance with the normal conventions observed by such
system. The Registrar will act as our principal paying agent for the Bonds
pursuant to the fiscal agency agreement. The Registrar will pay amounts received
from the Province directly to Cede & Co. Neither we nor the Registrar will have
any responsibility or liability for any aspect of the records of DTC,
Clearstream, Luxembourg or Euroclear relating to, or payments made by DTC,
Clearstream, Luxembourg or Euroclear on account of, beneficial interests in the
Global Bonds or for maintaining, supervising or reviewing any records of DTC,
Clearstream, Luxembourg or Euroclear relating to such beneficial interests. With
respect to payments on bonds issued in definitive form, see "Definitive
Certificates".
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, unless such next following business day falls in the next
succeeding calendar month, in which case the related payment will be made on the
immediately preceding business day as if made on the date such payment was due.
In this paragraph "business day" means a day on which banking institutions in
The City of New York, in the City of London and in the City of Toronto are not
authorized or obligated by law or executive order to be closed. If the Bonds
have been issued in definitive form and a date for payment is a business day but
is a day on which the London paying agent or any other 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 on which banking
institutions in such place of payment are not generally authorized or obligated
by law or executive order to be closed, and no further interest shall be paid in
respect of the delay in such payment.
FURTHER ISSUES
We may, from time to time, without notice to or the consent of the
registered holders of the Bonds, create and issue further bonds ranking pari
passu with the Bonds in all respects (or in all respects except for the payment
of
S-7
<PAGE>
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) so
that such further bonds shall be consolidated and form a single series with the
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Bonds and shall have the same terms as to status, redemption or otherwise as the
Bonds. Any further bonds shall be issued subject to agreements supplemental to
the fiscal agency agreement.
PAYMENT OF ADDITIONAL AMOUNTS
All payments of, or in respect of, principal of and interest on the Bonds
will be made without withholding of or deduction for, or on account of, any
present or future taxes, duties, assessments or charges of whatsoever nature
imposed or levied by or on behalf of the Government of Canada, or any province
or political subdivision thereof, or any authority thereof or agency therein
having power to tax, unless such taxes, duties, assessments or charges are
required by law or by the administration or interpretation thereof to be
withheld or deducted. In that event, we (subject to our right of redemption
described herein) will pay to the registered holders of the Bonds such
additional amounts (the "Additional Amounts") as will result (after withholding
or deduction of the said taxes, duties, assessments or charges) in the payment
to the holders of Bonds of the amounts which would otherwise have been payable
in respect of the Bonds in the absence of such taxes, duties, assessments or
charges, except that no such Additional Amounts shall be payable with respect to
any Bond presented for payment:
(a) by or on behalf of a holder who is subject to such taxes, duties,
assessments or charges in respect of such Bond by reason of the holder
being connected with Canada otherwise than merely by the holding or
ownership as a non-resident of Canada of such Bond; or
(b) more than 15 days after the Relevant Date, except to the extent that
the holder thereof would have been entitled to such Additional Amounts
on the last day of such period of 15 days. For this purpose, the
"Relevant Date" in relation to any Bond means whichever is the later
of
(i) the date on which the payment in respect of such Bond becomes due
and payable; or
(ii) if the full amount of the moneys payable on such date in respect
of such Bond has not been received by the Registrar on or prior to
such date, the date on which notice is duly given to the holders
of Bonds that such moneys have been so received.
MATURITY, REDEMPTION AND PURCHASES
The principal amount of the Bonds shall be due and payable on January 19,
2016 (the "Maturity Date"). The Bonds are not redeemable prior to the Maturity
Date unless specified events occur involving Canadian taxation as provided
below.
The Bonds may be redeemed at our option 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" below (which notice
shall be irrevocable), at 100% of the principal amount thereof, together with
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Document Outline

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