Obligation Québec Province 6.75% ( USC4108FAC08 ) en NZD

Québec Province

100 % ⇌

Canada

USC4108FAC08 ( en NZD )

6.75% par an ( paiement annuel )

09/11/2015 - Obligation échue

Prospectus brochure de l'obligation Province of Quebec USC4108FAC08 en NZD 6.75%, échue

5 000 NZD

300 000 000 NZD

C4108FAC0

La province du Québec, située au Canada, est la seule province majoritairement francophone, possédant une culture et une identité distinctes, et contribuant significativement à l'économie canadienne par ses secteurs agricole, manufacturier et touristique.

L'Obligation émise par Québec Province ( Canada ) , en NZD, avec le code ISIN USC4108FAC08, paye un coupon de 6.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 09/11/2015

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PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 9, 2005)
NZ$300,000,000

6.75% Global Notes Series QC due November 9, 2015
We will pay interest on the Notes semi-annually in arrears on May 9 and November 9 of each year, commencing
on May 9, 2006. We may not redeem the Notes prior to maturity unless certain events occur involving Canadian
taxation.
Purchasers of the Notes must make payment in New Zealand dollars. The underwriters may arrange for the
conversion of U.S. dollars into New Zealand dollars to enable U.S. purchasers to pay for the Notes in
New Zealand dollars.
We will make all payments of principal and interest on the Notes in New Zealand dollars. The Registrar will
convert your payments of principal and interest on the Notes into U.S. dollars, unless you elect to receive such
payments in New Zealand dollars. The cost of such conversion will be deducted from your payments. We will
make all payments of principal and interest on the Notes without deduction for, or on account of, taxes imposed
or levied by or within Canada, subject to the exceptions described in this prospectus supplement.
For information on exchange risks, see "Information on Currency Conversion and Foreign Exchange Exposure"
and "Description of Notes" herein.
We are offering to sell the Notes in North America, Europe and Asia in places where sales are permitted.
The Notes will not be listed on any stock exchange. Québec may decide to list the Notes on a recognized stock
exchange after their delivery.
Per Note
Total

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Price to public(1)

99.570% NZ 298,710,000
$
Underwriting discounts and commissions

0.250% NZ
750,000
$
Proceeds, before expenses, to Québec(1)

99.320% NZ 297,960,000
$
(1)
Plus accrued interest from November 9, 2005, if settlement occurs after that date.
Delivery of the Notes, in book-entry form, will be made through DTC, Clearstream, Luxembourg and Euroclear
on or about November 9, 2005.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of
these securities or determined if this prospectus supplement or the prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
RBC Capital Markets

TD Securities
Deutsche Bank
The date of this prospectus supplement is November 1, 2005.
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TABLE OF CONTENTS
Page

Prospectus Supplement
ABOUT THIS PROSPECTUS SUPPLEMENT

S-2
DOCUMENTS INCORPORATED BY REFERENCE

S-3
FORWARD-LOOKING STATEMENTS

S-3
USE OF PROCEEDS

S-4
DESCRIPTION OF NOTES

S-4
CLEARING AND SETTLEMENT

S-9
INFORMATION ON CURRENCY CONVERSION AND FOREIGN EXCHANGE EXPOSURE

S-11
TAX MATTERS

S-12
UNDERWRITING

S-18
VALIDITY OF THE NOTES

S-20
OFFICIAL STATEMENTS

S-20
GENERAL INFORMATION

S-20
Prospectus
WHERE YOU CAN FIND MORE INFORMATION

2
FORWARD-LOOKING STATEMENTS

3
QUÉBEC

3
USE OF PROCEEDS

3
DESCRIPTION OF THE SECURITIES

3
JURISDICTION

8
PLAN OF DISTRIBUTION

8
DEBT RECORD

9
AUTHORIZED AGENT

9
VALIDITY OF THE SECURITIES

9
OFFICIAL STATEMENTS

9

You should rely only on the information contained in this document or to which we have referred you. We
have not authorized anyone to provide you with information that is different. This document may only be
used where it is legal to sell these securities. The information in this document may only be accurate on the
date of this document.
Please note that in this prospectus supplement, references to "we", "our" and "us" refer to Québec and all
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references to the "European Economic Area", or "EEA", are to the Member States of the European Union
together with Iceland, Norway and Liechtenstein.
This prospectus supplement has been prepared on the basis that all offers of Notes in the EEA will be
made pursuant to an exemption under the Prospectus Directive (2003/71/EC), as implemented in Member
States of the EEA, from the requirement to produce a prospectus for offers of the Notes. Accordingly, any
person making or intending to make any offer within the EEA of the Notes which are the subject of the
placement referred to in this prospectus supplement should only do so in circumstances in which no
obligation arises for Québec or the underwriters to produce a prospectus for such offer. Québec has not
authorized and does not authorize the making of any offer of the Notes through any financial
intermediary, other than offers made by the underwriters resulting in sales constituting the final
placement of the Notes contemplated in this prospectus supplement.
ABOUT THIS PROSPECTUS SUPPLEMENT
You should read this prospectus supplement along with the prospectus. Both documents contain information you
should consider when making your investment decision. You should rely only on the information provided or
incorporated by reference in this prospectus supplement and the prospectus. Québec has not authorized anyone
else to provide you with different information. Québec is not offering to sell or soliciting offers to buy any
securities other than the Notes offered under this prospectus supplement, nor is Québec offering to sell or
soliciting offers to buy the Notes in places where such offers are not permitted by applicable law. You should not
assume that the information in this prospectus supplement or the prospectus is accurate as of any date other than
the date of this prospectus supplement.
Québec is furnishing this prospectus supplement and the prospectus solely for use by prospective investors in
connection with their consideration of a purchase of Notes. Québec confirms that:
·
the information contained in this prospectus supplement is true and correct in all material respects
and is not misleading;
·
it has not omitted other facts the omission of which makes this prospectus supplement as a whole
misleading; and
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·
it accepts responsibility for the information it has provided in this prospectus supplement and the
prospectus.
References to "NZ$" or "NZD" are to New Zealand dollars. References to "U.S. dollars" are to United States
dollars. On November 1, 2005, the noon spot exchange rate for New Zealand dollars as reported by the Bank of
Canada, expressed in Canadian dollars, was $0.8214.
DOCUMENTS INCORPORATED BY REFERENCE
The prospectus incorporates by reference Québec's Annual Report on Form 18-K for the fiscal year ended
March 31, 2005 and the amendments to that report filed through the date of this prospectus supplement, in
addition to all future annual reports and amendments to annual reports, and any other information we file with the
Securities and Exchange Commission (the "Commission") pursuant to Sections 13(a) and 13 (c) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), until we sell all of the Notes. See "Where You Can
Find More Information" in the prospectus.
FORWARD-LOOKING STATEMENTS
This prospectus supplement contains forward-looking statements. Statements that are not historical facts,
including statements about Québec's beliefs and expectations, are forward-looking statements. These
statements are based on current plans, estimates and projections, and therefore you should not place
undue reliance on them. Forward-looking statements speak only as of the date they are made, and Québec
undertakes no obligation to update publicly any of them in light of new information or future events.
Forward-looking statements involve inherent risks and uncertainties. Québec cautions you that actual
results may differ materially from those contained in any forward-looking statements.
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USE OF PROCEEDS
The net proceeds of the issue, being approximately NZ$297,645,000 (after deduction of expenses), will be added
to the Consolidated Revenue Fund of Québec and will be applied to the general expenses of Québec or advanced
to the Financing Fund of Québec as permitted by law.
DESCRIPTION OF NOTES
This prospectus supplement describes the terms of the Notes in greater detail than the prospectus and may
provide information that differs from the prospectus. If the information in this prospectus supplement differs from
the prospectus, you should rely on the information in this prospectus supplement.
Québec will issue the Notes under the Fiscal Agency Agreement (as defined below). The information contained
in this section and in the prospectus summarizes some of the terms of the Notes. Because this is a summary, it
does not contain all of the information that may be important to you as a potential investor in the Notes.
Therefore, you should read the Fiscal Agency Agreement and the form of Note in making your investment
decision. Québec will file copies of these documents with the Commission and will also file copies of these
documents at the offices of the Registrar and the paying agents.
The Notes constitute a separate series of debt securities of Québec being offered by Québec from time to time.
The portion of the Notes being offered by this prospectus supplement and the accompanying prospectus dated
May 9, 2005 to be sold in the United States was registered under Registration Statement No. 333-124679 which
Québec has filed with the Commission under the United States Securities Act of 1933, as amended
(the "Securities Act").
The Notes in the aggregate principal amount of NZ$300,000,000 will be issued subject to a fiscal agency
agreement to be dated as of November 9, 2005 (the "Fiscal Agency Agreement"), between Québec and JPMorgan
Chase Bank, N.A., as fiscal agent, transfer agent, registrar and paying agent (in all such capacities, the
"Registrar"). Holders of Notes will be bound by, and deemed to have notice of, the provisions contained in the
Fiscal Agency Agreement. Copies of the Fiscal Agency Agreement will be available for inspection at and may be
obtained, free of charge, from the offices of the Registrar, JPMorgan Chase Bank, N.A., 4 New York Plaza, 15th
Floor, New York, New York 10004 during the Registrar's normal business hours on any weekday. References to
principal and interest in respect of the Notes 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 Notes
The Notes will be direct and unconditional obligations of Québec for the payment and performance of which the
full faith and credit of Québec will be pledged and will not be secured. The Notes will rank equally among
themselves and with all notes, debentures or other similar debt securities issued by Québec and outstanding at the
date hereof or in the future.
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Form, Denomination and Registration
The Notes will be issued in the form of one or more fully registered global notes (the "Global Notes") registered
in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), and held by JPMorgan
Chase Bank, N.A., as custodian for DTC. Beneficial interests in the Notes will be represented through book-entry
accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants of DTC,
the Euroclear System ("Euroclear") or Clearstream Banking, société anonyme ("Clearstream, Luxembourg")
(collectively, the "clearing systems"). The clearing systems will be responsible for establishing and maintaining
book-entry accounts for their participants having interests in the Notes. Beneficial owners of Notes will not,
except in limited circumstances described herein, be entitled to receive Notes represented by physical certificates
or to have Notes registered in their names, and will not be considered holders thereof under the Fiscal Agency
Agreement. See "Certificated Notes". Subject to applicable law and the terms of the Fiscal Agency Agreement,
Québec and the Registrar shall deem and treat registered holders of the Notes 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 shall discharge the liability of Québec and the Registrar on the Notes to the
extent of the sum or sums so paid.
The Notes will only be sold in denominations of NZ$5,000 or integral multiples of NZ$1,000 in excess thereof.
The Registrar will be responsible for (i) maintaining a record of the aggregate holdings of Notes; (ii) ensuring
that payments of principal and interest in respect of the Notes received by the Registrar from Québec are duly
credited to DTC; and (iii) transmitting to Québec any notices from beneficial owners of Notes. The Registrar will
not impose any fees in respect of the Notes, other than reasonable fees for the replacement of lost, stolen,
mutilated or destroyed Notes. However, beneficial
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owners of Notes may incur fees payable in respect of the maintenance and operation of the book-entry accounts
in which such Notes are held with the clearing systems.
Interest
The Notes will bear interest from November 9, 2005 at a rate of 6.75% per annum, payable in two equal semi-
annual installments, in arrears on May 9 and November 9. Interest on the Notes will cease to accrue on the date
fixed for redemption or repayment unless, upon due presentation of the Notes, payment of principal is improperly
withheld or refused.
Whenever it is necessary to compute any amount of interest in respect of the Notes, other than with respect to
regular semi-annual payments, such interest shall be computed on the basis of Actual/Actual (ISMA). Actual/
Actual (ISMA) refers to Actual/Actual as set forth in Rule 251 of the statutes, by-laws, rules and
recommendations of the International Securities Market Association (ISMA) as published in April 1999 and as
applied to straight and convertible notes issued after December 31, 1998. The rate of interest specified in the
Notes is a nominal rate and all interest payments and computations are to be made without allowances or
deductions for deemed reinvestment.
Payments
Principal of, and interest and Additional Amounts (as defined below under "Payment of Additional Amounts"),
if any, on, the Notes are payable by Québec to the person registered at the close of business on the relevant
record date in the register held by the Registrar. With respect to Notes held by Cede & Co. for DTC participants,
Euroclear and Clearstream, Luxembourg, payment will be made to beneficial owners in accordance with
customary procedures established from time to time by DTC, Euroclear and Clearstream, Luxembourg. The
Registrar will act as Québec's paying agent for the Notes pursuant to the Fiscal Agency Agreement.
Principal of, and interest and Additional Amounts, if any, on, the Notes are payable by Québec in New Zealand
dollars. However, any holder shall receive payments of principal and interest in respect of the Notes in U.
S. dollars, unless that holder elects to receive payments in NZD in accordance with the procedures set out below.
To the extent that holders shall not have made such election in respect of any payment of principal or interest, the
aggregate amount designated for all such holders in respect of such payment (the "NZD conversion amount")
shall be converted by the Registrar into U.S. dollars and paid by wire transfer of same-day funds to the registered
holder of the global certificates for payment through DTC's settlement system to the relevant DTC participants.
All costs of any such conversion shall be deducted from those payments. Any such conversion shall be based on
the bid quotation of the Registrar, at or prior to 11:00 a.m., New York City time, on the second conversion
business day preceding the relevant payment date, for the purchase by the Registrar of the NZD conversion
amount with U.S. dollars for settlement on that payment date. Conversion business day means a day which is a
New York business day, a Wellington business day and a London business day, each as defined below. If such
bid quotation is not available, the Registrar shall obtain a bid quotation from a leading foreign exchange bank in
New York City selected by the Registrar for that purpose. If no bid quotation from a leading foreign exchange
bank is available, payment of the NZD conversion amount will be made in NZD to the account or accounts
specified by DTC to the Registrar. Until such account or accounts are so specified, the funds still held by the
Registrar shall bear interest at the rate of interest quoted by the Registrar for deposits with it on an overnight
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basis, to the extent that the Registrar is reasonably able to reinvest such funds.
Any holder may elect to receive payment of principal and interest with respect to the Notes in NZD by causing
DTC, through the relevant DTC participant, to notify the Registrar by the time specified below of (i) that holder's
election to receive all or a portion of such payment in NZD and (ii) wire transfer instructions to a NZD account.
Such election in respect of any payment shall be made by the holder at the time and in the manner required by the
DTC procedures applicable from time to time and shall, in accordance with those procedures, be irrevocable.
DTC's notification of such election, wire transfer instructions and of the amount payable in NZD pursuant to this
paragraph must be received by the Registrar prior to 5:00 p.m., New York City time, on the sixth New York
business day (as defined below) following the relevant record date in the case of interest and prior to 5:00 p.m.,
New York City time, on the eighth New York business day prior to the payment date for the payment of
principal. Any payments under this paragraph in NZD shall be made by wire transfer of same-day funds to NZD
accounts designated by DTC.
If any due date for payment of principal or interest in NZD in respect of any Note to the registered holder of the
global certificates is not a Wellington business day, such payment will not be made until the next following
Wellington business day, and no further interest shall be paid in respect of the delay in such payment. If any due
date for payment of principal or interest in U.S. dollars in respect of any Note to the registered holder of the
global certificates is not a Wellington business day or not a New York business day, such payment shall not be
made until the next day which is both a Wellington business day and a New York business day, and no further
interest shall be paid in respect of the delay in such payment. "New York business day" means any day on which
banking institutions in New York City are not obligated and not authorized to close. "Wellington business day"
means any day (other than a Saturday or Sunday) on which credit institutions are open for
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business in Wellington, New Zealand. "London business day" means any day (other than a Saturday or Sunday)
on which credit institutions are open for business in London, England.
For the purposes of the terms and conditions of the Notes, "payment date" means the day on which the payment
is actually to be made, where applicable as adjusted in accordance with the preceding paragraph, and "due date"
means the payment date provided for herein, without taking account of any such adjustment.
Record Date
The record date for purposes of payments of principal of and interest and Additional Amounts, if any, on the
Notes will be as of 5:00 p.m., New York City time, on the fourteenth calendar day preceding the maturity date or
any interest payment date, as applicable. Ownership positions within each clearing system will be determined in
accordance with the normal conventions observed by such system.
Payment of Additional Amounts
The principal of, and interest on, the Notes will be paid to any holder, who as to Canada or any province,
political subdivision or taxing authority therein or thereof, is a non-resident, without deduction for or on account
of any present taxes or duties of whatsoever nature, imposed or levied by or within Canada, or any province,
political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in
the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any
change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting
taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments
due respectively under the Notes, Québec will pay such additional amounts (the "Additional Amounts") as may
be necessary in order that every net payment of the principal of, and interest on, the Notes to any such holder will
be not less than the amount provided for in the Notes. Québec shall not, however, be obliged to pay such
Additional Amounts on account of any such taxes or duties to which any holder is subject otherwise than by
reason of his ownership of Notes or the receipt of income therefrom or which become payable as a result of any
Note being presented for payment on a date more than ten days after the date on which the same becomes due
and payable, or the date on which payment thereof is duly provided for, whichever is later. In addition, Québec
also shall not be obliged to pay any Additional Amounts where such withholding or deduction is imposed on a
payment to an individual and is required to be made pursuant to European Union Directive 2003/48/EC or any
Directive implementing the agreement of the ECOFIN Council meeting of June 3, 2003 regarding the taxation of
savings income or any law implementing or complying with, or introduced in order to conform to, such Directive
or presented for payment by or on behalf of a holder who would have been able to avoid such withholding or
deduction by presenting the relevant Note to another paying agent in a Member State of the EU.
Maturity, Redemption and Purchases
Unless previously redeemed for tax reasons as provided below, or purchased, the principal amount of the Notes
shall be due and payable on November 9, 2015.
If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the
regulations of any taxing authority therein or thereof (other than Québec) or any change in, or in the official
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