Free Writing Prospectus (FWP)
Filed Pursuant to Rule 433
Registration Statement No. 333-200812
QUÉBEC
CAN$500,000,000
1.650% GLOBAL NOTES SERIES QR DUE MARCH 3, 2022
FINAL TERM SHEET
February 24, 2017
Issuer: | Québec | |
Existing Long-Term Issuer Ratings*: | Moody’s: Aa2; S&P: A+; Fitch: AA- | |
Format: | SEC Registered Global Offering | |
Title: | 1.650% Global Notes Series QR due March 3, 2022 | |
Ranking: | Direct, unconditional debt | |
Size: | CAN$500,000,000 | |
Trade Date: | February 24, 2017 | |
Settlement Date: | March 3, 2017 (T+5) | |
Maturity Date: | March 3, 2022 | |
Interest Payment Dates: | March 3 and September 3 of each year | |
First Payment Date: | September 3, 2017. Interest will accrue from March 3, 2017 | |
Spread to Canada Bond: | +57 bps | |
Benchmark Canada Bond: | CAN 0.50% due March 1, 2022 | |
Canada Bond Spot/Yield: | 97.080/1.102% | |
Yield to Maturity: | 1.672% | |
Coupon: | 1.650% payable semi-annually | |
Price: | 99.895% plus accrued interest, if any, from March 3, 2017 | |
Day Count: | Actual/365 Canadian Bond Method | |
Minimum Denominations: | CAN$5,000 and in multiples of CAN$1,000 in excess thereof | |
Use of Proceeds: | The net proceeds of the issue will be added to the Consolidated Revenue Fund of Québec or advanced to Financement-Québec as permitted by law for the purpose of the Eligible Projects (as defined below). The net proceeds of the Notes will not be held in a segregated account. An amount equal to the net proceeds of the Notes will be recorded in a designated account in Québec’s financial records, or as the case may be in Financement-Québec’s financial records, in order to track the use and allocation of funds relating to Eligible Projects. As long as the account balance is positive, amounts equivalent to the funds disbursed are deducted from the balance of the designated account as the funds are allocated to Eligible Projects approved under Québec’s internal selection process.
The term “Eligible Projects” refers to a group of selected projects that offer environmental benefits for protecting the environment, reducing greenhouse gas emissions or adapting to climate change in Québec. Electricity generation projects involving fossil fuels and nuclear energy are excluded.
Without limitation, Eligible Projects may fall into the following categories: (1) public transit, (2) energy efficiency, (3) renewable energy, (4) sustainable waste management, (5) sustainable land development, (6) water management and/or water treatment (7) forest, agricultural land, and land management and (8) climate adaptation and resilience. Proceeds of the Notes are expected to be used to fund some or all of such types of Eligible Projects. | |
Joint Lead Managers and Bookrunners: | HSBC Securities (Canada) Inc. The Toronto-Dominion Bank | |
SeniorCo-Lead Manager: | Skandinaviska Enskilda Banken AB (publ) | |
Co-Lead Managers: | BNP Paribas Credit Agricole Corporate and Investment Bank Merrill Lynch Canada Inc. | |
Co-Managers: | BMO Nesbitt Burns Inc. Laurentian Bank Securities Inc. Scotia Capital Inc. | |
Cusip/ISIN: | 748148RW5 / CA748148RW51 | |
Listing and Admission to Trading: | Admission to the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF Market of the Luxembourg Stock Exchange. This market is not a regulated market for purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). This admission may be completed following settlement on a reasonable efforts basis. | |
Governing Law: | Québec and Canada | |
Prospectus and Prospectus Supplement: | Prospectus dated January 29, 2015, and Preliminary Prospectus Supplement filed on February 23, 2017. http://www.sec.gov/Archives/edgar/data/722803/000119312517053115/0001193125-17-053115-index.htm | |
Stabilization: | Reg M/FCA/ICMA | |
European Economic Area Legend: | If and to the extent that this announcement is communicated in, or the offer of the Notes to which it relates is made in, any European Economic Area Member State that has implemented the Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU) (the “Prospectus Directive”) this announcement and the offer are only addressed to and directed at persons in that Relevant Member State who are qualified investors within the meaning of the Prospectus Directive (or who are persons to whom the offer may lawfully be addressed) and must not be acted upon by other persons in that Relevant Member State.
This announcement, the prospectus supplement and the prospectus have been prepared on the basis that any offer of Notes in any member state of the European Economic Area which has implemented the Prospectus Directive (a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly, any person making or intending to make any offer in that Relevant announcement supplement must only do so in circumstances in which no obligation arises for Québec or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.
Neither Québec nor the underwriters have authorized, nor do they authorize, the making of any offer of the Notes in circumstances in which an obligation arises for Québec or the underwriters to publish a prospectus supplement or prospectus for such offer. None of this announcement nor the prospectus supplement nor the prospectus have been approved as a prospectus by a competent authority in any Relevant Member State and accordingly none is a prospectus for the purposes of the Prospectus Directive. This announcement does not constitute or form part of any offer or invitation to sell the Notes and is not soliciting any offer to buy the Notes in any jurisdiction where such offer or sale is not permitted. | |
United Kingdom Legend: | This announcement is only for distribution to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the | |
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Financial Services and Markets Act 2000, as amended) in connection with the issue and sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). The Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents. | ||
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling HSBC Securities (Canada) Inc. toll-free at1-866-811-8049 or RBC Dominion Securities Inc. toll-free at1-866-375-6829 or The Toronto-Dominion Bank toll-free at1-855-495-9846.
Other: ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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