Province of Manitoba Underwriting Agreement
Exhibit 1.1
May 19, 0000
Xxxx xx Xxxxxxx Securities LLC
CIBC World Markets Corp.
RBC Capital Markets Corporation
As Representatives of the several Underwriters
named in Schedule II hereto
c/o RBC Capital Markets Corporation
Three World Financial Center
000 Xxxxx Xxxxxx – 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
CIBC World Markets Corp.
RBC Capital Markets Corporation
As Representatives of the several Underwriters
named in Schedule II hereto
c/o RBC Capital Markets Corporation
Three World Financial Center
000 Xxxxx Xxxxxx – 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Province of Manitoba (the “Province”) proposes to issue and sell to the underwriters named in
Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the
“Representatives”), the principal amount of its securities identified in Schedule I hereto (the
“Securities”), consisting of debt securities to be issued under a Fiscal Agency Agreement, to be
dated as of May 26, 2010 ( the “Fiscal Agency Agreement”), among the Province and the fiscal agent
named therein (the “Fiscal Agent”), and Citibank, N.A., London Branch, as additional paying agent
and transfer agent, in the respective forms filed or to be filed as exhibits to the Registration
Statement (as hereinafter defined). If the firm or firms listed in Schedule II hereto include only
the firm or firms listed in Schedule I hereto, then the terms “Underwriters” and “Representatives”
as used herein shall each be deemed to refer to such firm or firms. The term “Representatives”
also refers to a single firm acting as sole representative of the Underwriters.
1. Representations and Warranties. The Province represents and warrants to, and
agrees with, each Underwriter that:
(a) The Province has filed with the Securities and Exchange Commission (the
“Commission”) a registration statement (No. 333-141684 relating in part to U.S.$900,000,000
aggregate principal amount of debt securities. The registration statement has become
effective under the Securities Act of 1933, as amended (the “Act”). The Securities are
registered under such registration statements. Such registration statements, as amended at
the date of this letter, meet the requirements set forth in Commission Release No. 33-6424
(the “Release”) and Schedule B under the Act. The Province proposes to file with the
Commission pursuant to Rule 424(b) under the Act a supplement to the form of prospectus
included in such registration statements relating to the Securities and the plan of
distribution thereof and has previously advised you of all further information (financial,
statistical and other), if any, with respect to the Province to be set forth therein. Such
registration statements described in the first sentence of this Section 1(a), including the
exhibits thereto and all documents incorporated by reference in the prospectus contained
therein, if any, at the time that they became effective, and any post-effective amendments
thereto at the time they became effective, are hereinafter collectively called the
“Registration Statement”. The prospectus in the form in which it appears in the
Registration Statement is hereinafter called the “Basic Prospectus”. The documents
specified as such in Schedule I hereto, taken together and including all material
incorporated by reference therein, are hereinafter collectively called the “Pricing
Disclosure Package”. The Basic Prospectus as supplemented to reflect the final terms of
the Securities and of their offering, in the form in which it shall be filed with the
Commission pursuant to Rule 424(b), is hereinafter called the “Prospectus”. Any reference
to any amendment or supplement to the Prospectus or the Basic Prospectus shall be deemed to
refer to and include any annual reports on Form 18-K and any amendments thereto on Form
18-K/A (including all exhibits thereto) (collectively, a “Form 18-K”) filed after the date
of the Prospectus or the Basic Prospectus, as the case may be, under the United States
Securities Exchange Act of 1934 (the “Exchange Act”) and incorporated by reference in the
Prospectus or the Basic Prospectus, as the case may be. Any preliminary form of the
Prospectus which has heretofore been filed pursuant to Rule 424(b) is hereinafter called a
“Preliminary Prospectus.”
(b) Any Preliminary Prospectus relating to the Securities, at the time of filing
thereof, complied in all material respects with the applicable requirements of the Act and
the rules and regulations thereunder, and will not include any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; the Pricing Disclosure Package, as of the
Applicable Time specified in Schedule I hereto, did not include any untrue statement of a
material fact or omit to state any material fact necessary in order to make the statements
therein not misleading; and each issuer free writing prospectus, as defined in Rule 433
under the Securities Act (each, an “Issuer Free Writing Prospectus”), listed in Schedule I
hereto does not conflict with the information contained in the
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Registration Statement, the Pricing Disclosure Package or the Prospectus (and is not
inaccurate or misleading and is consistent with the information required to be in the
Listing Prospectus as defined in Section 4(m) hereof) and each such Issuer Free Writing
Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of
the Applicable Time, did not include any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein not misleading;
provided, however, that the Province makes no representations or warranties
as to the information contained in or omitted from any Preliminary Prospectus, the Pricing
Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity
with information furnished in writing to the Province by or on behalf of any Underwriter
through the Representatives specifically for use in connection with the preparation of any
Preliminary Prospectus, the Pricing Disclosure Package or Issuer Free Writing Prospectus,
as the case may be.
(c) With respect to the Registration Statement and any amendment thereof at the time
that the Registration Statement and any amendment thereof became or becomes effective and
as of the date hereof and at the Closing Date (as defined below), and, with respect to the
Prospectus and any amendment or supplement thereto, as of the date of the Prospectus and
any amendment or supplement thereto, and as of the date hereof and at the Closing Date, (i)
the Registration Statement, as amended as of any such time, and the Prospectus, as amended
or supplemented as of any such time, does or will comply in all material respects with the
applicable requirements of the Act and the rules and regulations thereunder and (ii)
neither the Registration Statement, as amended as of any such time, nor the Prospectus, as
amended or supplemented as of any such time, contains or will contain any untrue statement
of a material fact or omits or will omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading; provided,
however, that the Province makes no representations or warranties as to the
information contained in or omitted from the Registration Statement or the Prospectus or
any amendment thereof or supplement thereto in reliance upon and in conformity with
information furnished in writing to the Province by or on behalf of any Underwriter through
the Representatives specifically for use in connection with the preparation of the
Registration Statement or the Prospectus, as the case may be.
(d) The documents, if any, incorporated by reference in the Prospectus, when they
became effective or were filed with the Commission, as the case may be (or, if any
amendment with respect to any such document was filed, when such amendment was filed),
complied in all material respects to the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission thereunder, and none of such
documents contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein not
misleading; and any further documents so filed and incorporated by reference in the
Prospectus or
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any further amendment or supplement thereto, when such documents become effective or
are filed with the Commission, as the case may be, will conform in all material respects to
the requirements of the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder and will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading.
(e) The making of applications to the Financial Services Authority in its capacity as
competent authority (the “UK Listing Authority”) under the Financial Services and Markets
Xxx 0000 as amended (the “FSMA”) to have the Securities admitted to the official list of
the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc. (the
“London Stock Exchange”) to have the Securities admitted to trading on the London Stock
Exchange’s regulated market (together, “listed on the London Stock Exchange” and all
references in this agreement to “listed”, “listing”, “list” or any other variation thereof
shall mean the same) have been authorized by the Province.
2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Province agrees to issue and sell to each
Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Province,
at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set
forth opposite such Underwriter’s name in Schedule II hereto.
3. Delivery and Payment. Delivery of and payment for the Securities shall be made at
the offices, on the date and at the time specified in Schedule I hereto, which date and time may be
postponed by agreement between the Representatives and the Province or as provided in Section 8
hereof (such date and time of delivery and payment for the Securities being herein called the
“Closing Date”). Delivery of the Securities shall be made to the Representatives for the
respective accounts of the several Underwriters through the facilities of The Depository Trust
Company against payment by the several Underwriters through the Representatives of the purchase
price thereof in immediately available (same-day) funds.
4. Agreements. The Province agrees with the several Underwriters that:
(a) The Province will prepare the Prospectus in the form approved by you and will file
such Prospectus pursuant to the applicable provision of Rule 424(b) under the Act within
the applicable time period prescribed for such filing by the rules and regulations under
the Act and will make no further amendment or any supplement to the Registration Statement
or Prospectus which has not been approved by you. The Province will prepare a final term
sheet, containing solely a description of the Securities, in a form approved by the
Representatives and file such term sheet pursuant to Rule 433(d) under the Act
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within the
time required to
be filed by such rule; and will promptly file all other material required to be filed
by the Province with the Commission pursuant to Rule 433(d) under the Act. The Province
will promptly advise the Representatives after it receives notice thereof, of the time (i)
when the Prospectus and such final term sheet shall have been so filed, (ii) when any
amendment to the Registration Statement shall have become effective (other than any
amendment to the Registration Statement occurring after completion of the offering that
relates to any offering of securities other than the Securities), (iii) of any request by
the Commission for any amendment to the Registration Statement, or any amendment or any
supplement to the Prospectus, or for any additional information, (iv) of the issuance by
the Commission of any stop order suspending the effectiveness of the Registration Statement
or the institution or threatening of any proceeding for that purpose and (v) of the receipt
by the Province of any notification with respect to the suspension of the qualification of
the Securities for offering or sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose. The Province will use its best efforts to prevent the
issuance of any such stop order and, if issued, to obtain as soon as possible the
withdrawal thereof.
(b) Within the period during which a prospectus relating to the Securities is required
to be delivered under the Act, the Province will comply with all requirements applicable to
the Province under the Act, as now and hereafter amended, and by the rules and regulations
thereunder, as from time to time in force, so far as necessary to permit the continuance of
sales of or dealings in the Securities as contemplated by the provisions hereof and by the
Prospectus. If, at any time during such period, any event occurs as a result of which the
Prospectus as then amended or supplemented would include any untrue statement of a material
fact or omit to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading, or if it shall be
necessary to amend or supplement the Prospectus to comply with the Act or rules thereunder,
the Province promptly will prepare and file with the Commission, subject to the first
sentence of paragraph (a) of this Section 4, an amendment or supplement (including, if
appropriate, a Form 18-K or an amendment thereto) which will correct such statement or
omission or an amendment which will effect such compliance.
(c) The Province will make generally available to its security holders in the United
States and to the Representatives, as soon as practicable after the close of its fiscal
year, a statement in reasonable detail of the revenues and expenditures of the Province
covering the first full fiscal year of the Province commencing after the date hereof, which
will satisfy the provisions of Section 11(a) of the Act and the applicable rules and
regulations thereunder.
(d) The Province will furnish to counsel for the Underwriters, on behalf of the
Representatives, without charge, copies of the Registration
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Statement (including one signed
copy with all exhibits thereto) and each
amendment thereto which shall become effective on or prior to the Closing Date; and,
prior to 5:00 p.m., New York City time, on the New York business day next succeeding the
date of this letter (as accepted and confirmed on behalf of the several Underwriters,
hereinafter, this “Agreement”), furnish the Representatives with copies of the Prospectus
in New York City in such quantities as the Representatives may reasonably request; and, so
long as delivery of a prospectus by an underwriter or dealer (or in lieu thereof, the
notice referred to in Rule 173(a) under the Act) may be required by the Act, as many copies
of any Preliminary Prospectus and the Prospectus and any amendments thereof and supplements
thereto (including any Form 18-K and any amendment thereto), as the Representatives may
reasonably request.
(e) The Province will furnish such information, execute such instruments and take such
actions as may be required to qualify the Securities for offering and sale under the
applicable securities or other laws of such jurisdictions as the Representatives may
designate and will maintain such qualifications in effect so long as required for the
distribution of the Securities.
(f) So long as any of the Securities are outstanding, the Province will furnish to the
Representatives, upon request, copies of all reports and financial statements filed with
the Commission or any national securities exchange in the United States.
(g) Until the Closing Date, the Province will not, without the prior consent of the
Representatives, offer, sell, contract to sell or otherwise dispose of any of its U.S.
dollar-denominated debt securities issued or guaranteed by the Province that mature more
than one year after their respective dates of issue.
(h) Other than the final term sheet prepared and filed pursuant to Section 4(a)
hereof, without the prior consent of the Representatives, the Province has not made and
will not make any offer relating to the Securities that would constitute a “free writing
prospectus” as defined in Rule 405 under the Act; and any such free writing prospectus the
use of which has been consented to by the Province and the Representatives (including the
final term sheet prepared and filed pursuant to Section (4)(a) hereof) is listed in
Schedule I hereto.
(i) The Province has complied and will comply with the requirements of Rule 433 under
the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the
Commission or retention where required and legending required thereby or by the Prospectus
Directive or by applicable United Kingdom law.
(j) The Province agrees that if at any time following issuance of an Issuer Free
Writing Prospectus any event occurred or occurs as a result of which such Issuer Free
Writing Prospectus would conflict with the information in the
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Registration Statement, the
Pricing Disclosure Package or the Prospectus or
would include an untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the circumstances
then prevailing, not misleading, the Province will give prompt notice thereof to the
Representatives and, if requested by the Representatives, will prepare and furnish without
charge to each Underwriter an Issuer Free Writing Prospectus or other document which will
correct such conflict, statement or omission.
(k) The Province will pay (i) all expenses in connection with the preparation, filing
and printing of the Registration Statement, any Preliminary Prospectus, the Prospectus, the
Listing Prospectus and any Issuer Free Writing Prospectus (including all amendments and
supplements thereto) and the printing of this Agreement and any related Agreement Among
Underwriters, (ii) the filing fees and other expenses (including fees and disbursements of
counsel) of qualifying the Securities for sale and determining their eligibility for
investment under the laws of such jurisdictions as the Representatives designate and of
printing memoranda relating thereto, (iii) if applicable, all fees and expenses in
connection with the admission of the Securities to the Official List of the UK Listing
Authority and to trading on the Regulated Market of the London Stock Exchange (including
all fees relating to the publication of the Listing Prospectus and any supplements thereto
on the London Stock Exchange’s website in accordance with the Prospectus Directive), and
the maintenance of such listing; (iv) fees charged by investment rating agencies for the
rating of the Securities, (v) all expenses in connection with the distribution of the
Prospectus, any Preliminary Prospectus, the Listing Prospectus and any Issuer Free Writing
Prospectus to Underwriters and with the preparation, issuance and delivery of the
Securities, (vi) an amount up to US$100,000 to be applied in reimbursement of the
reasonable out-of-pocket expenses and costs of the Underwriters (including any value added
or equivalent tax on such expenses and costs) directly attributable to the offering and
sale of the Securities, (vii) all expenses incident to the performance of its obligations
under this Agreement and (viii) fees charged by the Fiscal Agent in connection with the
Fiscal Agency Agreement. In respect of clause (vi) above, the Representatives shall deduct
the amount of US$100,000 from the purchase price for the Securities, shall supply the
Province with an itemized account for such expenses within 90 days of the Closing Date and
shall repay the Province within 90 days of the Closing Date any shortfall between the
expenses so itemized and US$100,000.
(l) The Province will use all reasonable efforts to have the Securities listed on the
London Stock Exchange as soon as possible after the Closing Date, to furnish to the UK
Listing Authority and the London Stock Exchange all documents (including a Listing
Prospectus as defined below), information and undertakings and publish all advertisements
or other material that may be necessary in order to effect such listing, and to cause such
listing to be continued
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for so long as any of the Securities remains outstanding;
provided that if, in the
opinion of the Province, the continuation of such listing shall become unduly onerous,
then the Province may delist the Securities from the Official List of the UK Listing
authority, provided that the Province will use its best efforts to obtain the
listing of the Securities on another recognized stock exchange reasonably acceptable to the
Representatives.
(m) The Province will ensure that (i) a single prospectus pursuant to Directive
2003/71/EC and the implementing measures in the United Kingdom (the “Prospectus Directive”)
is prepared (after the Representatives have had a reasonable opportunity to comment
thereon) and approved by the UK Listing Authority for the purposes of listing the
Securities on the London Stock Exchange, (ii) such single prospectus, including all
documents incorporated by reference therein only for the purpose of the Prospectus
Directive, as revised, supplemented, amended or updated by any supplementary prospectus in
accordance with subsection (o) below (hereinafter the “Listing Prospectus”) contains all
information with respect to the Province that is material in the context of the issue and
offering of the Securities (including all information which, according to the particular
nature of the issue and the Securities, is necessary to enable investors to make an
informed assessment of the assets and liabilities, financial position, profits and losses
and prospects of the Province and of the rights attaching to the Securities); the
information therein is accurate in all material respects and does not contain any untrue
statements of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they are made, not
misleading and all reasonable enquiries have been made to ascertain such facts and to
verify the accuracy of all such statements; (iii) the Listing Prospectus contains all
information required by the laws, rules and regulations applicable to the London Stock
Exchange and the Prospectus Directive and any rules or regulations made thereunder, as the
case may be, and is published on the website of the London Stock Exchange in accordance
with Article 14 of the Prospectus Directive; and (iv) the summary contained in the Listing
Prospectus conveys the essential characteristics and risks associated with the Province and
the Securities, is accurate in all material respects and is not misleading, inaccurate or
inconsistent when read together with the other parts of the Listing Prospectus.
(n) Once the Securities are listed on the London Stock Exchange the Province will
comply at all times with the Part 6 rules (including the Listing Rules) made by the UK
Listing Authority (or such other body to which its functions have been transferred in
accordance with Section 73A of the FSMA) in accordance with Section 74 of the FSMA and with
the London Stock Exchange’s Admission and Disclosure Standards.
(o) If at any time after the Listing Prospectus is approved by the UK Listing
Authority and before the actual listing is effective, (i) there arises or is
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noted a
significant new factor, material mistake or inaccuracy relating to the
information in the Listing Prospectus or (ii) there arises a change in the condition
of the Province which is material in the context of the issue of Securities, the Province
shall give to the Representatives on behalf of the Underwriters full information about the
change or matter and shall promptly prepare a supplementary Listing Prospectus as may be
required and approved by the UK Listing Authority (after the Representatives have had a
reasonable opportunity to comment thereon) and shall otherwise comply with Section 87 of
the FSMA, if applicable, and the Listing Rules in that regard.
(p) The Province shall supply to the relevant Underwriters such number of copies of
the Listing Prospectus and any supplementary Listing Prospectus as such Underwriters may
reasonably request.
(q) The Province will authorize RBC Capital Markets Corporation (the “Coordinating
Stabilizing Manager”) to make the announcement required by Articles 8(4), 9(1) and 9(3) of
the Commission Regulation (EC) No. 2273/2003 of 22 December 2003 implementing Directive
2003/6/EC, provided that if the Province wishes to issue a public announcement in respect
of the Securities for other purposes, it shall consult with the Coordinating Stabilizing
Manager to determine if any such stabilization announcement can be incorporated therein
and, in any case, it shall not issue anything which is inconsistent with the stabilization
announcements made by the Coordinating Stabilizing Manager.
5. Covenants of the Underwriters.
(a) In relation to each Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter,
on behalf of itself and each of its affiliates that participates in the initial
distribution of the Securities, severally represents to and agrees with the Province that
with effect from and including the date on which the Prospectus Directive is implemented in
that Relevant Member State (the “Relevant Implementation Date”) it has not made and will
not make an offer of Securities to the public in that Relevant Member State other than:
(A) to legal entities which are authorized or regulated to operate in
the financial markets or, if not so authorized or regulated, whose
corporate purpose is solely to invest in securities;
(B) to any legal entity which has two or more of (1) an average of at
least 250 employees during the last financial year; (2) a total balance
sheet of more than €43,000,000 and (3) an annual net turnover of more than
€50,000,000, as shown in its last annual or consolidated accounts;
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(C) to fewer than 100 natural persons or legal persons (other than
qualified investors as defined in the Prospectus
Directive) subject to obtaining the prior consent of RBC Capital
Markets Corporation for any such offer; or
(D) in any other circumstances falling within Article 3(2) of the
Prospectus Directive;
provided that no such offer of Securities shall require the Province or
any underwriter to publish a prospectus pursuant to Article 3 of the
Prospectus Directive or supplement a prospectus pursuant to Article 16 of
the Prospectus Directive.
For the purposes of this section (a), the expression an “offer of
Securities to the public” in relation to any Securities in any Relevant
Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and the Securities to be
offered so as to enable an investor to decide to purchase or subscribe the
Securities, as the same may be varied in that Relevant Member State by any
measure implementing the Prospectus Directive in that Relevant Member
State, and the expression “Prospectus Directive” means Directive
2003/71/EC and includes any relevant implementing measure in each Relevant
Member State.
(b) Each Underwriter, on behalf of itself and each of its affiliates that participates
in the initial distribution of the Securities, severally represents to and agrees with the
Province that,
(i) it has only communicated or caused to be communicated and will only
communicate or cause to be communicated an invitation or inducement to engage in
investment activity (within the meaning of Section 21 of the FSMA) received by it
in connection with the issue or sale of the Securities in circumstances in which
Section 21(1) of the FSMA does not apply to the Province; and
(ii) it has complied and will comply with all applicable provisions of the
FSMA with respect to anything done by it in relation to the Securities in, from or
otherwise involving the United Kingdom.
(c) Each Underwriter, on behalf of itself and each of its affiliates that participates
in the initial distribution of the Securities, severally represents to and agrees with the
Province that the Securities have not been and will not be registered under the Securities
and Exchange Law of Japan. Each Underwriter has agreed that it has not offered or sold and
will not offer or sell any Securities, directly or indirectly, in Japan or to, or for the
benefit of, any resident of Japan
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(which term as used herein means any person resident in
Japan, including any corporation or other entity organized under the laws of Japan) or to
others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except
pursuant to an exemption from the registration requirements of, and otherwise in compliance
with, the Securities and Exchange Law and any other applicable laws, regulations and
ministerial guidelines of Japan.
(d) Each Underwriter, on behalf of itself and each of its affiliates that participates
in the initial distribution of the Securities, severally represents to and agrees with the
Province that it has not offered or sold and will not offer or sell in Hong Kong, by means
of any document, any Securities other than (i) to persons whose ordinary business is to buy
or sell shares or debentures (whether as principal or agent); or (ii) to “professional
investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and
any rules made under that Ordinance; or (iii) in other circumstances which do not result in
the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong
Kong or which do not constitute an offer to the public within the meaning of the Ordinance;
and it has not issued or had in its possession for the purposes of issue, and will not
issue or have in its possession for the purposes of issue, whether in Hong Kong or
elsewhere, any advertisement, invitation or document relating to the Securities, which is
directed at, or the contents of which are likely to be accessed or read by, the public of
Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than
with respect to Securities which are or are intended to be disposed of only to persons
outside Hong Kong or only to “professional investors” as defined in the Securities and
Futures Ordinance and any rules made under that Ordinance.
(e) The offering of the Securities has not been registered with CONSOB (the Italian
Securities Exchange Commission) pursuant to Italian securities legislation and,
accordingly, no Securities may be offered, sold or delivered, nor may copies of the
prospectus supplement, the accompanying prospectus or of any other document relating to the
Securities be distributed in the Republic of Italy, except:
(i) to Qualified Investors (investitori qualificati), as defined in Article
100 of Legislative Decree No. 58 of February 24, 1998, as amended (“Decree No. 58”)
and as defined under Article 34-ter, first paragraph, letter b) of CONSOB
Regulation No. 11971 of 14 May 1999, as amended (“CONSOB Regulation No. 11971”); or
(ii) in other circumstances where an express exemption from compliance with
the public offering restrictions applies, as provided under Article 100 of Decree
No. 58 or CONSOB Regulation No. 11971.
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Any offer, sale or delivery of the Securities or distribution of copies of the
prospectus supplement, the accompanying prospectus or any other document relating to the
Securities in the Republic of Italy must be:
(i) made by an investment firm, bank or financial intermediary permitted to
conduct such activities in the Republic of Italy in accordance with Legislative
Decree No. 385 of September 1, 1993, as amended (the “Banking Act”), Decree Xx. 00
xxx XXXXXX Xxxxxxxxxx Xx. 00000 of 29 October 2007 (as amended from time to time)
and any other applicable laws and regulations; and
(ii) in compliance with Article 129 of the Banking Act, as amended, and the
implementing guidelines of the Bank of Italy, as amended from time to time,
pursuant to which the Bank of Italy may request information on the issue or the
offer of securities in the Republic of Italy; and
(iii) in compliance with any other applicable laws and regulations or
requirement imposed by CONSOB or the Bank of Italy.
In accordance with Article 100-bis of the Consolidated Financial Services Act, where
no exemption from the rules on public offerings applies under (1) and (2) above, the
subsequent distribution of the Securities on the secondary market in the Republic of Italy
must be made in compliance with the public offer and the prospectus requirement rules
provided under the Consolidated Financial Services Act and CONSOB Regulation No. 11971.
Failure to comply with such rules may result in the sale of such Securities being declared
null and void and in the liability of the intermediary transferring the financial
instruments for any damages suffered by the investors.
(f) Each of the underwriters, on behalf of itself and each of its affiliates that
participates in the initial distribution of the Securities, and the Province severally
represents and agrees that it has not offered or sold and will not offer or sell, directly
or indirectly, Securities to the public in France, and has not distributed or caused to be
distributed and will not distribute or cause to be distributed to the public in France, the
prospectus supplement, the accompanying prospectus or any other offering material relating
to the Securities, and that such offers, sales and distributions have been and will be made
in France only to (a) providers of investment services relating to portfolio management for
the account of third parties, and/or (b) qualified investors (investisseurs qualifiés)
other than individuals, all as defined in, and in accordance with, articles L.411-1,
L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier. The prospectus
supplement and the accompanying prospectus prepared in connection with the Securities have
not been submitted to the clearance procedures of the Autorité des marchés financiers.
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(g) Sale and Distribution. In addition to the provisions of Sections 5 (a)
through (f) above, each Underwriter, on behalf of itself and each of its affiliates that
participates in the initial distribution of the Securities, severally
represents to and agrees with the Province that it and each such affiliate has not
offered, sold or delivered and it and they will not offer, sell or deliver, directly or
indirectly, any of the Securities or distribute the Prospectus, the Listing Prospectus, any
preliminary prospectus or any other offering material relating to the Securities, in or
from any jurisdiction except under circumstances that will, to the best of its or their
knowledge and belief, after reasonable inquiry, result in compliance with the applicable
laws and regulations thereof and which will not impose any obligations on the Province
except as contained in this Agreement. In addition, the Representatives agree with the
Province to cause each selling group member to agree to comply with the restrictions on
offers and sales of the Securities set forth in this Section 5.
(h) Without prejudice to the provisions of Sections 5 (a) through (f) and except for
the qualification of the Securities for offer and sale and the determination of their
eligibility for investment under the applicable securities laws of such jurisdictions as
the Representatives may designate, the Province shall not have any responsibility for, and
each Underwriter severally agrees with the Province that each such Underwriter and its
respective affiliates will obtain, any consent, approval or authorization required by them
for the offer, sale or delivery by them of any of the Securities under the laws and
regulations in force in any jurisdiction to which they are subject or in or from which they
make such offer, sale or delivery of any of the Securities.
(i) Each Underwriter, on behalf of itself and each of its affiliates that participates
in the initial distribution of the Securities, severally represents to and agrees with the
Province that, without the prior consent of the Province and the Representatives, it has
not made and will not make any offer relating to the Securities that would constitute an
Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing
prospectus” as defined in Rule 405 under the Act required to be filed with the Commission.
6. Conditions to the Obligations of the Underwriters. The obligations of the
Underwriters to purchase the Securities shall be subject to the accuracy of the representations and
warranties on the part of the Province contained herein, both (i) on, and as though made on, the
date hereof and (ii) on, and as though made on, the Closing Date, to the accuracy of the statements
of the Province made in any certificates pursuant to the provisions hereof, to the performance by
the Province of its obligations hereunder performable prior to the Closing Date and to the
following additional conditions:
(a) No stop order suspending the effectiveness of the Registration Statement, as
amended from time to time, or any part thereof, shall have been issued and no proceedings
for that purpose shall have been instituted or
-13-
threatened; any request of the Commission
for additional information shall have been complied with to the reasonable satisfaction of
the Representatives; the Prospectus shall have been filed pursuant to the applicable
provision of Rule
424(b) under the Act within the applicable time period prescribed for such filing by
the rules and regulations under the Act and in accordance with Section 4(a) of this
Agreement; and the term sheet contemplated by Section 4(a) of this Agreement shall have
been timely filed with the Commission pursuant to Rule 433(d) under the Act.
(b) The Representatives shall have received an opinion, dated the Closing Date, of the
Minister of Justice and Attorney General, the Deputy Attorney General, the Assistant Deputy
Attorney General, the Director of Civil Legal Services, the Assistant Director of Civil
Legal Services or a Crown Counsel of the Province of Manitoba, counsel for the Province, to
the effect that:
(i) The Securities have been duly authorized, executed, issued and delivered
in accordance with the laws of the Province of Manitoba, the Order or Orders of the
Lieutenant Governor in Council of the Province applicable thereto and any laws of
Canada applicable thereto and constitute valid and legally binding, direct and
unconditional general obligations of the Province in accordance with their terms;
(ii) The Securities rank pari passu with all other debentures, bonds and notes
constituting general obligations of the Province outstanding on the Closing Date;
(iii) All necessary action has been duly taken by or on behalf of the
Province, and all necessary authorizations and approvals under the laws of the
Province of Manitoba and under the laws of Canada have been duly obtained (or no
such authorizations or approvals under the laws of Canada are necessary), for the
authorization, execution and delivery by the Province of this Agreement;
(iv) This Agreement and the Fiscal Agency Agreement have been duly authorized,
executed and delivered by the Province in accordance with the laws of the Province
of Manitoba, the Order or Orders of the Lieutenant Governor in Council of the
Province applicable thereto and any laws of Canada applicable thereto (or there are
no laws of Canada applicable thereto);
(v) There are no withholding or other income taxes or capital gains taxes
payable under the laws of Canada or of the Province of Manitoba in respect of the
Securities or the premium, if any, or the interest thereon by an owner who is not,
and is not deemed to be, a resident of Canada and who does not use or hold, and who
is not deemed to use or hold, the Securities in carrying on business in Canada, and
no estate taxes
-14-
or succession duties are presently imposed by Canada or the
Province of Manitoba;
(vi) Such counsel has no reason to believe that either the Registration
Statement or the Prospectus, or any amendment or supplement thereto, as of their
respective dates and as of the Closing Date, or the Pricing Disclosure Package, as
of the Applicable Time, contained or contains any untrue statement of a material
fact or omitted or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading; the opinion with
respect to Canadian taxes under the caption “Description of Securities” in the
Prospectus is accurately described therein; the descriptions in the Registration
Statement and Prospectus of statutes, legal and governmental proceedings and
contracts and other documents are accurate and fairly present the information
required to be shown; and such counsel does not know of any legal or governmental
proceedings required to be described in the Registration Statement or Prospectus
which are not described as required, nor of any contracts or documents of a
character required to be described in the Registration Statement or Prospectus or
to be filed as exhibits to the Registration Statement which are not described and
filed as required;
(vii) The execution and delivery by the Province of this Agreement and the
Fiscal Agency Agreement, the creation, offering, issue and sale of the Securities
and the performance by the Province of its obligations under this Agreement and the
Fiscal Agency Agreement will not violate, conflict with or result in a breach of
any indenture, agreement or other instrument to which the Province is a party or by
which the Province is bound; and
(viii) No litigation or proceedings of any nature are now pending or
threatened attacking or in any way attempting to restrain or enjoin the issue and
delivery of the Securities or in any manner questioning the authority and
proceedings under which the Securities are issued, or affecting the validity
thereof, or contesting the title or official capacity of any of the persons
authorized by the applicable Order of the Lieutenant Governor in Council to sign
the Securities, or the authority of any of the persons authorized by said Order in
Council to countersign the Securities under the designation “Authorized Signing
Officer”, and no authority or proceedings for the issuance of the Securities have
been modified, repealed, revoked or rescinded in whole or in part.
In rendering such opinion, such counsel may rely upon the opinion of Xxxxxxxx & Xxxxxxxx LLP as to
matters of United States law and procedure and need not express any
-15-
opinion as to the financial
statements or other financial data contained in the Registration Statement and the Prospectus.
(c) The Representatives shall have received from Xxxxxxxx Xxxxxxx Xxxxxxxx LLP,
Canadian counsel to the Underwriters, given in respect of the laws of Manitoba and Canada,
such opinion or opinions, dated the Closing Date, with respect to the validity of the
Securities, the Registration Statement, the Pricing Disclosure Package, the Prospectus and
other related matters as the Representatives may require, and the Province shall have
furnished to such counsel such documents as they request for the purpose of enabling them
to pass upon such matters. In rendering such opinion or opinions, such counsel may rely
upon the opinion of Xxxxxxxx & Xxxxxxxx LLP as to matters of United States law and
procedure and need not express any opinion or belief as to the financial statements or
other financial or statistical data contained in the Registration Statement, the Pricing
Disclosure Package and the Prospectus.
(d) The Representatives shall have received from Xxxxxxxx & Xxxxxxxx LLP, United
States counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with
respect to the validity of the Securities, the Registration Statement, the Pricing
Disclosure Package, the Prospectus and other related matters as the Representatives may
require, and the Province shall have furnished to such counsel such documents as they
request for the purpose of enabling them to pass upon such matters. In rendering such
opinion or opinions, such counsel may rely upon the opinions of counsel named in paragraphs
(b) and (c) of this Section as to matters of Canadian and Manitoba law and procedure, and
need not express any opinion or belief as to the financial statements or other financial or
statistical data contained in the Registration Statement, the Pricing Disclosure Package
and the Prospectus.
(e) Subsequent to the execution and delivery of this Agreement and on or prior to the
Closing Date, there shall not have occurred (i) any change, or any development involving a
prospective change, in or affecting particularly the condition (financial or other) of the
Province which, in the judgment of a majority in interest of the Underwriters, including
any Representatives, materially impairs the investment quality of the Securities; or (ii)
any downgrading in the rating of the Province’s debt securities by any “nationally
recognized statistical rating organization” (as defined for purposes of Rule 436(g) under
the Act).
(f) The Representatives shall have received a certificate, dated the Closing Date, of
the Minister of Finance or the Deputy Minister of Finance, the Assistant Deputy Minister of
Finance — Treasury Division or Director of Capital Markets, of the Province of Manitoba in
which such official, to the best of such person’s knowledge after reasonable investigation,
shall state that the representations and warranties of the Province in this Agreement are
true and correct, the Province has complied with all agreements and satisfied all
conditions
-16-
on its part to be performed or satisfied hereunder at or prior to the Closing
Date, no stop order suspending the effectiveness of the Registration Statement or any
part thereof has been issued and no proceedings for that purpose have been instituted
or are contemplated by the Commission.
(g) The purchase and sale of the Securities in accordance with the provisions hereof
shall not be prohibited by any statute, order, rule or regulation promulgated by any
legislative, executive or regulatory body or authority of Canada, the United States of
America, the Province of Manitoba or the State of New York.
(h) The Province shall have furnished to the Representatives or their counsel such
further certificates and documents as the Representatives or such counsel request.
All such opinions, certificates and documents will be in compliance with the provisions hereof
only if they are satisfactory to the Underwriters or the Representatives and to Xxxxxxxx & Xxxxxxxx
LLP, counsel to the Underwriters. The Province will furnish the Representatives with such
conformed copies of such opinions, certificates, letters and documents as they reasonably request.
7. Indemnification and Contribution.
(a) The Province will indemnify and hold harmless each Underwriter against any losses,
claims, damages or liabilities, joint or several, to which such Underwriter may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the Registration Statement, the
Prospectus, the Listing Prospectus, or any amendment or supplement thereto, or any related
preliminary prospectus or preliminary prospectus supplement, or any Issuer Free Writing
Prospectus, or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or defending any
such loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the Province will not be liable in any such case to
the extent that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement in or omission or alleged omission from any of
such documents in reliance upon and in conformity with written information furnished to the
Province by any Underwriter through the Representatives, if any, specifically for use
therein.
(b) Each Underwriter will indemnify and hold harmless the Province against any losses,
claims, damages or liabilities to which the Province may become subject, under the Act or
otherwise, insofar as such losses, claims,
-17-
damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue statement of
any material fact contained in
the Registration Statement, the Prospectus, the Listing Prospectus, or any amendment
or supplement thereto, or any related preliminary prospectus or preliminary prospectus
supplement, or any Issuer Free Writing Prospectus, or arise out of or are based upon the
omission or the alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with written
information furnished to the Province by such Underwriter through the Representatives, if
any, specifically for use therein, and will reimburse any legal or other expenses
reasonably incurred by the Province in connection with investigating or defending any such
loss, claim, damage, liability or action as such expenses are incurred; it being understood
that the only such information furnished by any Underwriter consists of the information
described in a letter from the Underwriters to the Province dated as of the Closing Date
identifying such information.
(c) Promptly after receipt by an indemnified party under this Section of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is
to be made against the indemnifying party under subsection (a) or (b) above, notify the
indemnifying party of the commencement thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability which it may have to any
indemnified party otherwise than under subsection (a) or (b) above. In case any such
action is brought against any indemnified party and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate therein
and, to the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party will not be liable
to such indemnified party under this Section for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof other than
reasonable costs of investigation.
(d) If the indemnification provided for in this Section is unavailable or insufficient
to hold harmless an indemnified party under subsection (a) or (b) above, then each
indemnifying party shall contribute to the amount paid or payable by such indemnified party
as a result of the losses, claims, damages or liabilities referred to in subsection (a) or
(b) above (i) in such proportion as is appropriate to reflect the relative benefits
received by the Province on the one hand and the Underwriters on the other from the
offering of the Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in
-18-
such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of the
Province on the one hand
and the Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities as well as any other relevant
equitable considerations. The relative benefits received by the Province on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion as the total
net proceeds from the offering (before deducting expenses) received by the Province bear to
the total underwriting discounts and commissions received by the Underwriters. The
relative fault shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Province or the Underwriters and the
parties’ relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first sentence of
this subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending any action
or claim which is the subject of this subsection (d). Notwithstanding the provisions of
this subsection (d), no Underwriter shall be required to contribute any amount in excess of
the amount by which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any damages
which such Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. The
Underwriters’ obligations in this subsection (d) to contribute are several in proportion to
their respective underwriting obligations and not joint.
(e) The obligations of the Province under this Section shall be in addition to any
liability which the Province may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any Underwriter within the meaning of the
Act; and the obligations of the Underwriters under this Section shall be in addition to any
liability which the respective Underwriters may otherwise have.
8. Default by an Underwriter. If any Underwriter or Underwriters default in their
obligations to purchase any Securities under this Agreement and the aggregate principal amount of
Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not
exceed 10% of the principal amount of the Securities, the Representatives may make arrangements
satisfactory to the Province for the purchase of such Securities by other persons, including any of
the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting
Underwriters shall be obligated severally, in proportion to their respective commitments under this
Agreement,
-19-
to purchase the Securities that such defaulting Underwriters agreed but failed to
purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of the
Securities with respect to which such default or defaults occur exceeds 10% of the total
principal amount of the Securities and arrangements satisfactory to the Representatives and the
Province for the purchase of such Securities by other persons are not made within 36 hours after
such default, this Agreement will terminate without liability on the part of any non-defaulting
Underwriter or the Province, except as provided in Section 11. As used in this Agreement, the term
“Underwriter” includes any person substituted for an Underwriter under this Section. Nothing
herein will relieve a defaulting Underwriter from liability for its default.
9. Termination. This Agreement shall be subject to termination in the absolute
discretion of the Representatives or the Province, by notice given to the Province or the
Representatives, as the case may be, prior to delivery and payment for the Securities, if prior to
that time, there shall have occurred such a change in national or international financial,
political or economic conditions or currency exchange rates or exchange controls which, in the
reasonable judgment of the Representatives or the Province, as the case may be, is material and
adverse and such changes, singly or together with any other such change, makes it, in the
reasonable judgment of the Representatives or the Province, as the case may be, impracticable to
market the Securities on the terms and in the manner contemplated in the Prospectus.
Notwithstanding any such termination, the provisions of Sections 7, 11 and 14 hereof shall remain
in effect.
10. Stabilization and Over-allotment. Any over-allotment or stabilization transaction
by the Underwriters in connection with the distribution of the Securities shall be effected by them
on their own behalf and not as agents of the Province, and any gain or loss arising therefrom shall
be for their own account. The Underwriters acknowledge that the Province has not been authorized
to issue Securities in excess of the principal amount set forth in Schedule I hereto. The
Underwriters also acknowledge that the Province has not authorized the carrying out by the
Underwriters of stabilization transactions other than in conformity with applicable rules,
including those made pursuant to the FSMA (provided that the aggregate amount of Securities
allotted does not exceed 105 percent of the aggregate principal amount of the Securities) and
Regulation M promulgated by the Commission (if applicable). RBC Capital Markets Corporation will
be Coordinating Stabilizing Manager on IPMA (International Primary Market Association) terms.
11. Representations and Indemnities to Survive. The respective indemnities,
agreements, representations, warranties and other statements of the Province or its representatives
and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation, or statement as to the results thereof, made by
or on behalf of any Underwriter, the Province or any of their respective representatives, officers
or directors or any controlling person, and will survive delivery of and payment for the
Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the
purchase of the Securities by the
-20-
Underwriters under this Agreement is not consummated, the
Province shall remain responsible for the expenses to be paid or reimbursed by it pursuant to
Section 4 and the
respective obligations of the Province and the Underwriters pursuant to Section 7 shall remain
in effect. If the purchase of the Securities by the Underwriters is not consummated for any reason
other than solely because of the termination of the Underwriting Agreement pursuant to Section 8 or
Section 9, the Province will reimburse the Underwriters upon demand for all out-of-pocket expenses
(including fees and disbursements of counsel) that shall have been incurred by them in connection
with the offering of the Securities, the Underwriters agreeing to pay such fees and disbursements
of counsel for the Underwriters in any other event.
12. Notices. Except as otherwise expressly provided in this Agreement, all
communications hereunder will be in writing and effective only on receipt, and, if sent to the
Representatives, will be mailed, delivered or sent by facsimile, at the address specified in
Schedule I hereto; or, if sent to the Province, will be mailed, delivered or sent by facsimile to
the Minister of Finance or the Deputy Minister of Finance of the Province of Manitoba, Xxxxxxxxxxx
Xxxxxxxx, Xxxxxxxx, Xxxxxxxx X0X 0X0, Xxxxxx.
13. Successors. This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors and the controlling persons referred to in Sections
7 and 11 hereof, and no other person will have any right or obligation hereunder. No purchaser of
any Security from any Underwriter shall be deemed to be a successor or assign merely by reason of
such purchase. This Agreement may not be assigned by any party hereto without the prior written
consent of each of the other parties hereto. Any purported assignment of this Agreement in
contravention of this Section 13 shall be null and void.
14. Applicable Law. This Agreement shall be governed by, and construed in accordance
with, the law of the State of New York.
15. Representation of Underwriters. The Representatives will act for the several
Underwriters in connection with this offering of Securities, and any action under this Agreement
taken by the Representatives jointly will be binding upon all the Underwriters.
16. Counterparts. This Agreement may be signed in any number of counterparts, each of
which shall be deemed an original, which taken together shall constitute one and the same
instrument.
-21-
If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this letter and your confirmation and
acceptance hereof shall represent a binding agreement among the Province and the several
Underwriters.
| Very truly yours, PROVINCE OF MANITOBA |
||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Director, Capital Markets | |||
The foregoing letter is hereby
confirmed and accepted as of the
date of such letter specified above.
| BANC OF AMERICA SECURITIES LLC CIBC WORLD MARKETS CORP. RBC CAPITAL MARKETS CORPORATION As Representatives of the several Underwriters named in Schedule II hereto |
||||
| By: | RBC CAPITAL MARKETS CORPORATION | |||
| By: | /s/ Xxxx Xxxxx | |||
| Name: | Xxxx Xxxxx | |||
| Title: | Director, Head of U.S. Syndicate | |||
SCHEDULE I
| Underwriting Agreement dated: | May 19, 2010 |
|
| Fiscal Agency Agreement: | Fiscal Agency Agreement, to be dated
as of May 26, 2010, among the
Province of Manitoba, Citibank,
N.A., as Fiscal Agent, and Citibank,
N.A., London Branch, as additional
paying agent and transfer agent |
|
| Representatives and addresses: | Banc of America Securities LLC Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Attention: Xxxx Xxxxx |
|
CIBC World Markets Corp. 300 Madison Avenue, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Attention: Wholesale Banking — Debt Capital Markets |
||
RBC Capital Markets Corporation Three World Financial Center 000 Xxxxx Xxxxxx – 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Xxxxxx Xxxxxx of America Attention: US Debt Capital Markets/Transaction Management |
||
| Title and description of Securities: | ||
Title: |
2.625% Global Debentures Series FQ
due July 15, 0000 |
|
Xxxxxxxxx principal amount: |
$600,000,000 |
|
Issue date: |
May 26, 2010 |
|
Maturity date: |
July 15, 2015 |
|
Interest rate: |
2.625% |
I-1
Interest accrued from: |
May 26, 2010 |
|
Interest payment dates: |
January 15 and July 15, commencing
on July 15, 2010 |
|
Currency of denomination: |
U.S. Dollars |
|
Currency of payment: |
U.S. Dollars |
|
| Form(s) and denomination(s): | Registered form only, U.S.$1,000 and
multiples of U.S.$1,000 in excess
thereof (initially, all securities
to be delivered and held in global
form through the facilities of The
Depository Trust Company) |
|
| Sinking fund provisions: | None |
|
| Redemption provisions: | The Securities are not redeemable
prior to maturity. |
|
| Warrant provisions: | None |
|
| Other provisions: | None |
|
| Ratings: | AA (stable) (Standard & Poor’s
Ratings Group) / Aa1 (stable)
(Xxxxx’x Investors Service, Inc.) |
|
| Price to public: | 99.901%, plus accrued interest, if
any, from May 26, 2010 |
|
| Purchase price to Underwriters: | 99.726%, plus accrued interest, if
any, from May 26, 2010 |
|
| Underwriting commissions: | 0.175% |
|
| Funds: | Federal funds |
|
| Manner of payment: | Wire transfer to an account
designated by the Province of
Manitoba to be determined |
|
| Closing Date, time and location: | May 26, 2010 at 10:00 a.m. at the
offices of Xxxxxxxx & Xxxxxxxx LLP,
000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 |
I-2
| Securities exchange(s): | The Province has undertaken to the
Underwriters to use all reasonable
efforts to have the Securities
admitted to the UKLA’s Official List
and to trading on the London Stock
Exchange’s regulated market as soon
as possible after closing.
Settlement of the Securities is not
conditional on obtaining the
listing. |
|
| Applicable Time: | 2:45 P.M. on May 19, 2010 |
|
| Pricing Disclosure Package: | Prospectus, dated April 2, 2007;
Preliminary Prospectus Supplement,
dated May 19, 2010; Final Term
Sheet, dated May 19, 2010 |
|
| Free Writing Prospectuses consented to per Section 4(h): | Final Term Sheet, dated May 19, 2010 |
I-3
SCHEDULE II
2.625% Global Debentures Series FQ due July 15, 2015
| Principal Amount | ||||
| Underwriters | of Securities | |||
Banc of America Securities LLC |
U.S.$ | 159,000,000 | ||
CIBC World Markets Corp. |
159,000,000 | |||
RBC Capital Markets Corporation |
159,000,000 | |||
HSBC Securities (USA) Inc. |
30,000,000 | |||
National Bank Financial Inc. |
30,000,000 | |||
The Toronto-Dominion Bank |
30,000,000 | |||
Scotia Capital (USA) Inc. |
21,000,000 | |||
Bank of Montreal, London Branch |
6,000,000 | |||
Casgrain & Company (USA) Limited |
6,000,000 | |||
Total |
U.S.$ | 600,000,000 | ||
II-1
