This Terms Agreement is entered into pursuant to Section 2(b) of the Distribution Agreement dated April 6, 2011, among the Province of Ontario and the Agents party thereto, as supplemented by the New Agent Supplemental Agreement between the Province of Ontario and Goldman Sachs International dated April 13, 2012 (collectively, the “Distribution Agreement”). Capitalized terms contained in this Terms Agreement shall have the meanings assigned to them in the Distribution Agreement to the extent not defined herein.
The undersigned agrees to purchase US$150,000,000 aggregate principal amount of Notes. The terms of the Notes are set forth in the pricing supplement attached hereto as Exhibit A. The Time of Sale with respect to US$100,000,000 aggregate principal amount of the Notes was 12:00 p.m. (Toronto time) on April 13, 2012 and with respect to US$50,000,000 aggregate principal amount of the Notes was 3:30 p.m. (Toronto time) on April 16, 2012.
Pricing Supplement No. 2, dated April 16, 2012 Filed pursuant to Rule 424(b)(3)
to Prospectus Supplement Dated April 6, 2011 Registration Statement
to Prospectus Dated May 13, 2010 No. 333-165529
PROVINCE OF ONTARIO
US$150,000,000
MEDIUM-TERM NOTES, SERIES USMTN1
Floating Rate Notes
x Book-Entry Notes o Certificated Notes
Issuer: Province of Ontario
Title: Floating Rate Notes due April 1, 2015
Aggregate Principal Amount: US$150,000,000
Trade Date: April 13, 2012, with respect to US$100,000,000 of the
Notes, and April 16, 2012, with respect to
US$50,000,000 of the Notes1
Issue Date (Settlement Date): April 18, 2012 (T+3, with respect to US$100,000,000 of the
Notes, and T+2, with respect to US$50,000,000 of the Notes)
Stated Maturity Date: April 1, 2015
Public Offering Price: 100%, plus Accrued Interest
Day Count Convention: Actual / 360
Accrued Interest: Interest from and including April 2, 2012 (the first
Interest Payment Date of the Notes of the same series
traded February 22, 2012 and February 23, 2012) to but
excluding April 18, 2012 (the Settlement Date of the
Notes offered hereby)
CUSIP# / ISIN#: 68323TAA1/US68323TAA16
Registrar, Fiscal Agent, Transfer Agent and
Principal Paying Agent: The Bank of New York Mellon
Interest Rate Basis: o CD Rate
o Commercial Paper Rate
o Federal Funds Rate
o Prime Rate
o Treasury Rate
o Other (specify):
Index Maturity: 3 months
Spread (plus or minus): + 15bps
Spread Multiplier: N/A
Designated USD LIBOR Page: Reuters page LIBOR01
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Calculation Agent: The Bank of New York Mellon
Interest Determination Date(s): Two London Business Days prior to each Interest Reset Date
Interest Reset Date(s): January 1, April 1, July 1 and October 1 of each year, commencing April 1, 2012
Interest Payment Dates: January 1, April 1, July 1 and October 1 of each year up
to and including the Stated Maturity Date, subject to the
Modified Following Adjusted business day convention.
Interest Rate Reset Period: o Daily
o Monthly
x Quarterly
o Semi-annually
o Annually
o Other (specify):
Interest Payment Period: o Daily
o Monthly
x Quarterly
o Semi-annually
o Annually
o Other (specify):
First Interest Payment Date: July 3, 2012, for interest accruing from and including
April 2, 2012 to but excluding July 3, 2012.
OPTION TO ELECT REDEMPTION: o Yes x No
Redemption Date(s):
Initial Redemption Percentage:
Annual Redemption Percentage Reduction:
OPTION TO ELECT REPAYMENT: o Yes x No
Repayment Date(s):
ORIGINAL ISSUE DISCOUNT: o Yes x No
Issue Price:
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period OID:
Minimum Denominations: US$2,000 and integral multiples of US$1,000 in excess thereof
Agent(s): o BMO Capital Markets Corp.
o CIBC World Markets Corp.
o Deutsche Bank Securities Inc.
o HSBC Securities (USA) Inc.
o Merrill Lynch, Pierce, Fenner & Smith Incorporated
o Morgan Stanley & Co. Incorporated
o National Bank Financial Inc.
o RBC Capital Markets, LLC
o Scotia Capital (USA) Inc.
o TD Securities (USA) LLC
x Other (specify): Goldman Sachs International
Agent’s Discount or Commission (%): 0.00%
Agent’s Discount or Commission ($): none
Aggregate Accrued Interest to Issuer: US$41,210.00 (16 days)
Net Proceeds to the Province: US$150,041,210.00
Acting as Agent Agent is acting as Agent for the sale of Notes by the
Province at a price of [ ] % of the principal amount
Acting as Principal Agent is purchasing Notes from the Province as
principal for resale to investors and other purchasers at:
x a fixed public offering price of 100% of the principal amount, plus Accrued Interest
o varying prices related to prevailing market prices at
the time of resale to be determined by such Agent
1 The US$100,000,000 aggregate principal amount of Notes traded April 13, 2012 and the US$50,000,000 aggregate principal amount of Notes traded April 16, 2012 will constitute part of the same series of Medium Term Notes, Series USMTN1, as the US$250,000,000 aggregate principal amount of Notes traded February 22, 2012 and the US$100,000,000 aggregate principal amount of Notes traded February 23, 2012. All US$500,000,000 aggregate principal amount of such Notes will be fungible and consolidated and will have identical terms and conditions.
