Obligation Albertia 2.2% ( US013051DZ72 ) en USD

Albertia

100 % ▼

Canada

US013051DZ72 ( en USD )

2.2% par an ( paiement semestriel )

26/07/2022 - Obligation échue

Prospectus brochure de l'obligation Alberta US013051DZ72 en USD 2.2%, échue

5 000 USD

1 500 000 000 USD

013051DZ7

L'Alberta est une province de l'ouest du Canada, connue pour ses paysages variés, son industrie pétrolière et gazière, et ses parcs nationaux tels que Banff et Jasper.

L'Obligation émise par Albertia ( Canada ) , en USD, avec le code ISIN US013051DZ72, paye un coupon de 2.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 26/07/2022

LISTING MEMORANDUM

U.S.$1,500,000,000
PROVINCE OF ALBERTA
(Canada)
2.200% Bonds due July 26, 2022

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 2.200% per year. Interest on the bonds is payable on January 26 and July 26 of each year,
beginning January 26, 2018. The bonds will mature on July 26, 2022. The bonds are not redeemable before maturity, unless certain
events occur involving Canadian taxation.
Application has been made for the bonds offered by this listing memorandum (the "Listing Memorandum") 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. This Listing Memorandum and the accompanying Prospectus (as defined below) constitute a
prospectus for purpose of the Luxembourg Act dated 10 July 2005 on Prospectuses for Securities, as amended. 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 2004/39/EC). Unless the context otherwise requires, references in this Listing Memorandum 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 have no obligation to
maintain the listing on the Luxembourg Stock Exchange.

Investing in the bonds involves risks. See "Risk Factors" beginning on page S-8.

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 Listing Memorandum and the accompanying
base prospectus dated December 20, 2016 (the "Prospectus"). Any representation to the contrary is a criminal offense.

Per bond
Total

Public Offering Price .............................................................................................

99.854%
U.S.$ 1,497,810,000
Underwriting Discount...........................................................................................

0.125%
U.S.$
1,875,000
Proceeds, before expenses, to the Province (1) ........................................................

99.729%
U.S.$ 1,495,935,000

(1)
The bonds were delivered in book-entry form only through The Depository Trust Company and its participants, including CDS
Clearing and Depository Services Inc., Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V., on July 26, 2017.

Joint Book-Running Managers

BNP PARIBAS
CIBC Capital
RBC Capital

Scotiabank
Markets
Markets

Co-Managers
BofA Merrill
BMO Capital
HSBC
National Bank of Canada Financial Markets

TD Securities
Lynch
Markets

The date of this Listing Memorandum is August 8, 2017

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TABLE OF CONTENTS

Page

Listing Memorandum

Summary of the Offering ................................................................................................................................

S-5

Risk Factors ....................................................................................................................................................

S-8

Use of Proceeds ..............................................................................................................................................
S-10

Description of Bonds ......................................................................................................................................
S-11

Clearing and Settlement ..................................................................................................................................
S-17

Tax Matters .....................................................................................................................................................
S-21

Underwriting ...................................................................................................................................................
S-22

Legal Matters ..................................................................................................................................................
S-27

Authorized Agent in the United States ...........................................................................................................
S-28

Forward-Looking Statements .........................................................................................................................
S-29

General Information ........................................................................................................................................
S-30

Sources of Information ...................................................................................................................................
S-31

Prospectus

About This Prospectus ....................................................................................................................................

3

Where You Can Find More Information ........................................................................................................

3

Forward-Looking Statements .........................................................................................................................

4

Province of Alberta .........................................................................................................................................

5

Overview ...............................................................................................................................................

5

Constitutional Framework of Canada ....................................................................................................

6

Provincial Government .........................................................................................................................

6

Description of the Economy and Gross Domestic Product ...................................................................

7

Key Drivers of the Economy .................................................................................................................

8

Economic Outlook ................................................................................................................................

10

Debt of the Province ..............................................................................................................................

15

Exports and Imports ..............................................................................................................................

15

Tax and Budgetary Systems ..................................................................................................................

15

Other Funds and Agencies ....................................................................................................................

16

Pension Plans ........................................................................................................................................

17

Additional Information ..........................................................................................................................

19

Use of Proceeds ..............................................................................................................................................

20

Description of Debt Securities and Warrants ...................................................................................................

21

General ...................................................................................................................................................

21

Prescription ............................................................................................................................................

22

Form, Exchange and Transfer ................................................................................................................

22

2

Page

Registered Global Securities ..................................................................................................................

22

Payment of Interest and Principal ..........................................................................................................

24

Warrants .................................................................................................................................................

24

Canadian Income Tax Considerations ....................................................................................................

25

United States Income Tax Considerations .............................................................................................

26

Enforceability and Governing Law ........................................................................................................

28

Plan of Distribution ..........................................................................................................................................

29

Debt Record .....................................................................................................................................................

30

Authorized Agent .............................................................................................................................................

30

Experts and Public Official Documents ...........................................................................................................

30

Legal Matters ...................................................................................................................................................

30

Annex A--2015-16 Annual Report .................................................................................................................
A-1

Annex B--2016-17 First Quarter Fiscal Update and Economic Statement .....................................................
B-1

Annex C--Fiscal Plan 2016-19 .......................................................................................................................
C-1

Annex D--Term Debt Outstanding and Debt Summary .................................................................................
D-1

Capitalized terms used but not defined herein have the meanings given to them in the Prospectus.
The words "the Province," "we," "our," "ours" and "us" refer to the Province of Alberta.
References in this Listing Memorandum to the European Economic Area and Member States of the European
Economic Area 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 Listing Memorandum to "$" and "Cdn.
$" are to lawful money of Canada and "U.S.$" and "U.S. dollars" are to lawful money of the United States of America. The
daily exchange rate between the U.S. dollar and the Canadian dollar published by the Bank of Canada on July 19, 2017 was
approximately $1.00 = U.S.$0.7940.

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 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 Listing Memorandum. We have
not, and the underwriters have not, authorized anyone to provide any information other than that incorporated by reference or
contained in the Prospectus or this Listing Memorandum 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 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 underwriters (or persons acting on their behalf) will undertake stabilization

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action. 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 issue
date of the bonds 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.
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 and the information contained or incorporated by reference in the Prospectus and this
Listing Memorandum;

(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 the bonds
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 Listing Memorandum and the 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 Prospectus.
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 Listing Memorandum and the Prospectus summarize material provisions of
the agreements and other documents that you should refer to. Because the Listing Memorandum and the 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 Prospectus.

You may read and copy any document we file with the SEC in the United States at the SEC's public reference room in
Washington, D.C. Please call the SEC at 1-800-SEC-0330 for more information on the public reference rooms and their copy
charges. Information filed by the Province is also available from the SEC's Electronic Document Gathering and Retrieval
System (http://www.sec.gov), which is commonly known by the acronym EDGAR, as well as from commercial document
retrieval services.

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SUMMARY OF THE OFFERING
This summary must be read as an introduction to this Listing Memorandum and the accompanying 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 Alberta.

Aggregate principal
amount:
U.S.$1,500,000,000

Interest rate:
2.200% per year

Maturity date:
July 26, 2022

Interest payment dates: January 26 and July 26 of each year, beginning on January 26, 2018.

Interest
commencement:
Interest will accrue from July 26, 2017.

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

Ranking:
The bonds are our direct unsecured obligations and among themselves rank pari passu and are
payable without preference or priority. The bonds rank equally with all of our other unsecured and
unsubordinated indebtedness and obligations from time to time outstanding. Payments of principal
and interest on the bonds are payable out of the General Revenue Fund of the Province.

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 U.S.$233,000, our net
proceeds were approximately U.S.$1,495,702,000.

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.

5

Listing:
We have applied 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 admitted to the Official List 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.
Form of bond:
The bonds were issued in the form of three fully registered permanent global bonds held in the
name of Cede & Co., as nominee of The Depository Trust Company, known as DTC, and are
recorded in a register held by The Bank of New York Mellon, as registrar. Beneficial interests in
the global bonds were 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, société anonyme,
known as Clearstream, or Euroclear Bank S.A./N.V. 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 are only in minimum aggregate principal amounts of U.S.$5,000 and integral multiples
of U.S.$1,000 for amounts in excess of U.S.$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;
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, conflict among the interests of underwriters and
prospective investors.
The Province may be contacted at Alberta Treasury Board and Finance, Province of Alberta, Ninth Floor, 9820 - 107 Street,
Edmonton, Alberta, T5K 1E7 and may be telephoned at (780) 427-3035.

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 any bonds are exhaustive. Prospective investors should
also read the detailed information set out elsewhere in this Listing Memorandum and the 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 are 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 admitted to trading on the Euro MTF Market of
the Luxembourg Stock Exchange as soon as possible after the closing of the issue.
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.
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 have been deposited with DTC. Except in limited circumstances, investors will not be entitled to receive
bonds in definitive form. DTC's records reflect only the identity of direct DTC participants to whose accounts the bonds are
credited. Direct and indirect participants in DTC are 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.

7

The laws governing the bonds may change
The terms of the bonds are based on the laws of the Province of Alberta and the federal laws of Canada applicable
therein in effect as at the date of this Listing Memorandum. No assurance can be given as to the impact of any possible
judicial decision or change to the laws of the Province of Alberta or the federal laws of Canada applicable therein or
administrative practice after the date of this Listing Memorandum.
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.
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.

8

USE OF PROCEEDS
The proceeds from the sale of the new bonds were U.S.$1,495,702,000 after deducting the underwriting discount and
our estimated expenses. The underwriting fee of U.S.$1,875,000 was paid by us, as described in "Underwriting". We intend
to use the proceeds of this offering for general government purposes.

9

DESCRIPTION OF BONDS
General
The 2.200% Bonds due July 26, 2022 offered hereby in the aggregate principal amount of U.S.$1,500,000,000 were
issued subject to a fiscal agency agreement dated as of July 26, 2017, between the Province and The Bank of New York
Mellon as registrar, fiscal agent, transfer agent and principal paying agent (the "Registrar"), which defines your rights as
holder of the bonds.
The information contained in this section and in the 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 Prospectus, which summarizes the general terms of the bonds and the fiscal agency agreement. This
Listing Memorandum describes the terms of the bonds in greater detail than the Prospectus and may provide information that
differs from the Prospectus. If the information in this Listing Memorandum differs from the Prospectus, you should rely on
the information in this Listing Memorandum. 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.
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 are our direct unsecured obligations and among themselves rank pari passu and are payable without
preference or priority. The bonds rank equally with all of our other unsecured and unsubordinated indebtedness and
obligations from time to time outstanding. Payments of principal and interest on the bonds are payable out of the General
Revenue Fund of the Province.
Form, Denomination and Registration
The bonds were issued in the form of three fully registered global bonds (the "Global Bonds") registered in the name of
Cede & Co., as nominee of DTC, and held by The Bank of New York Mellon as custodian for DTC, or the DTC Custodian.
Beneficial interests in the Global Bonds are 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, société anonyme
("Clearstream") or Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") (in Europe and in Asia) if
they are participants in such 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 are only in minimum principal amounts of U.S.$5,000 and integral multiples of U.S.$1,000 in excess
thereof.
All bonds will be recorded in a register maintained by the Registrar 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 Registrar 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

10