Obligation Ontarian Province 5.45% ( US683234YL65 ) en USD

Ontarian Province

100 % ⇌

Canada

US683234YL65 ( en USD )

5.45% par an ( paiement semestriel )

27/04/2016 - Obligation échue

Prospectus brochure de l'obligation Province of Ontario US683234YL65 en USD 5.45%, échue

5 000 USD

1 000 000 000 USD

683234YL6

L'Ontario est la province la plus peuplée du Canada, riche en ressources naturelles, avec une économie diversifiée axée sur les secteurs manufacturier, des services et des technologies.

L'Obligation émise par Ontarian Province ( Canada ) , en USD, avec le code ISIN US683234YL65, paye un coupon de 5.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/04/2016

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<DOCUMENT>
<TYPE>424B2
<SEQUENCE>1
<FILENAME>o31185e424b2.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)
5.45% BONDS DUE APRIL 27, 2016
-----------------------
We will pay interest on the Bonds at the rate of 5.45% per year. Interest
will be paid on April 27 and October 27 each year. The first interest payment
will be on October 27, 2006. The Bonds will mature on April 27, 2016. We may not
redeem the Bonds before maturity, unless specified events occur involving
Canadian taxation.
Application has been made to the Financial Services Authority for the Bonds
to be admitted to the Official List of the UK Listing Authority and to the
London Stock Exchange plc for the Bonds to be admitted to trading on the London
Stock Exchange's Gilt Edged and Fixed Interest Market, which is a regulated
market for the purposes of the Investment Services Directive (93/22/EEC).
-----------------------
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
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Total
--------
-----
<S> <C> <C>
Public Offering Price....................................... 99.893% US
$998,930,000
Underwriting Discount....................................... 0.20% US
$ 2,000,000
Proceeds, before expenses, to Ontario....................... 99.693% US
$996,930,000
</Table>
The initial public offering price set forth above does not include accrued
interest, if any. Interest on the Bonds will accrue from April 27, 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, The Canadian Depository for Securities Limited,
Clearstream, Luxembourg and Euroclear on or about April 27, 2006.
-----------------------
<Table>
<S> <C> <C>
BNP PARIBAS CIBC WORLD MARKETS CITIGROUP
</Table>
-----------------------
RBC CAPITAL MARKETS
TD SECURITIES
ABN AMRO
BARCLAYS CAPITAL
CREDIT SUISSE
DEUTSCHE BANK SECURITIES
HSBC
MERRILL LYNCH & CO.
NATIONAL BANK FINANCIAL INC.
SCOTIA CAPITAL
-----------------------
Prospectus Supplement dated April 20, 2006.
<PAGE>
The words "the Province", "we", "our", "ours" and "us" refer to the
Province of Ontario.
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----------------------
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
supplement only.
In connection with the issue of the Bonds, the underwriters (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 underwriters (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
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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
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 April 20, 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.$0.8783.
S-2
<PAGE>
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
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<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-15
Underwriting................................................ S-16
Legal Matters............................................... S-18
Authorized Agent............................................ S-18
Documents Incorporated by Reference......................... S-18
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Forward-Looking Statements.................................. S-19
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
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 5.45% per year.
MATURITY DATE April 27, 2016.
INTEREST PAYMENT
DATES April 27 and October 27 of each year, commencing October
27, 2006. Interest will accrue from April 27, 2006.
REDEMPTION We may not redeem the Bonds prior to maturity, unless
specified events occur involving Canadian taxation.
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PROCEEDS After deducting the underwriting discount and our
estimated expenses of US$169,700, our net proceeds will be
approximately US$996,760,300.
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
bonds through any of DTC (in the United States), The
Canadian Depository for Securities Limited, known as CDS
(in Canada), 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 (in Europe)
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.
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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 5.45% Bonds due April 27, 2016, in the aggregate principal amount of
US$1,000,000,000 will be issued under a fiscal agency agreement dated as of
April 27, 2006, between us and The Bank of New York, as registrar, fiscal agent,
transfer agent and principal paying agent (the "Registrar"), which 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
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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), CDS (in Canada),
or Clearstream, Luxembourg or Euroclear (in Europe) if they are participants of
such systems, or indirectly 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, 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".
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 CDS,
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.
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INTEREST
The Bonds will bear interest from and including April 27, 2006 at a rate of
5.45% per annum. Interest for the initial interest period from, and including,
April 27, 2006 to, but excluding October 27, 2006 will be payable on October 27,
2006. Thereafter, interest will be payable in two equal semi-annual installments
in arrears on April 27 and October 27 of each year. Interest will be payable to
the persons in whose name the Bonds are registered at the close of business on
the preceding April 12 or October 12 (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
5.45% 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, 5.464%, 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.
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, CDS,
Clearstream, Luxembourg or Euroclear relating to, or payments made by DTC, CDS,
Clearstream, Luxembourg or Euroclear on account of, beneficial interests in the
Global Bonds or for maintaining, supervising or reviewing any records of DTC,
CDS, 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
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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 interest accruing prior to the issue date of such further bonds or except for
the first payment of interest following the
S-7
<PAGE>
issue date of such further bonds) 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. 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
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