Filed Pursuant to Rule 433
Registration No. 333-134402
Province of Ontario
U.S.$1,000,000,000 5.00% Bonds due October 18, 2011
Final Term Sheet
October 11, 2006
Underwriting Agreement dated as of October 11, 2006
Issuer: Province of Ontario
Underwriters:
Principal Amount
of Securities to
Underwriter be Purchased
----------- ----------------
ABN AMRO Bank N.V. U.S.$260,000,000
Barclays Capital Inc. 260,000,000
RBC Capital Markets Corporation 260,000,000
CIBC World Markets Corp. 35,000,000
National Bank Financial Inc. 35,000,000
Scotia Capital (USA) Inc. 35,000,000
TD Securities (USA) LLC 35,000,000
Bank of Montreal, London Branch 10,000,000
BNP Paribas Securities Corp. 10,000,000
Citigroup Global Markets Inc. 10,000,000
Credit Suisse Securities (Europe) Limited 10,000,000
Deutsche Bank Securities Inc. 10,000,000
HSBC Securities (USA) Inc. 10,000,000
JPMorgan Securities Ltd. 10,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated 10,000,000
Total U.S.$1,000,000,000
==================
Fiscal Agency Agreement: Fiscal Agency Agreement dated as of
October 18, 2006 between the Province of
Ontario and The Bank of New York, as
Fiscal Agent
Expected Ratings: Moody's Aa2; S&P AA; DBRS AA
Title, Purchase Price and Description of Securities
Title: 5.00% Bonds due October 18, 2011
Aggregate principal amount: U.S.$1,000,000,000
Denomination: U.S.$5,000 and integral multiples of
U.S.$1,000 for amounts in excess of
U.S.$5,000
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Price to public: 99.755% plus accrued interest from
October 18, 2006 if settlement occurs
after that date
Purchase price (include accrued 99.655% plus accrued interest from
interest or amortization, if any): October 18, 2006 if settlement occurs
after that date
Proceeds: U.S.$996,410,990 after deducting the
underwriting discount and our estimated
expenses
Underwriting discount: 0.10%
Maturity: October 18, 2011
Interest rate: 5.00%
Yield to Maturity: 5.056%
Business Convention: Modified Following
Day count convention: 30/360
Interest payment dates: Interest for the initial interest period
from and including October 18, 2006 to,
but excluding, April 18, 2007 will be
payable on April 18, 2007. Thereafter,
interest will be payable in two equal
semi-annual installments in arrears on
October 18 and April 18.
Redemption provisions: The Securities will not be redeemable
prior to maturity unless specified events
occur involving Canadian taxation
Withholding Taxes: Principal of and interest on the
Securities will be payable without
withholding or deduction for Canadian
withholding taxes to the extent described
in the Preliminary Final Prospectus and
Final Prospectus
Business Days: London, New York, Toronto
Sinking fund provisions: None
Other provisions: None
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European Economic Area
Legend: This document does not constitute or form
part of any offer or invitation to sell
these bonds and is not soliciting any
offer to buy these bonds in any
jurisdiction where such offer or sale is
not permitted. This document is, for the
purposes of Article 15 of Directive
2003/71/EC, not a prospectus but an
advertisement. In compliance with that
Directive, a prospectus will be published
in due course, subject to its approval by
the United Kingdom Listing Authority, and
investors will be able to obtain a copy
of such prospectus from the office of the
Province at the Ontario Financing
Authority, One Dundas Street West, Suite
1400, Toronto, Ontario, Canada M5G 1Z3
and the London paying agent, The Bank of
New York, One Canada Square, London E14
5AL, England. Investors should not
subscribe for any bonds referred to in
this advertisement except on the basis of
information in that prospectus.
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 ABN AMRO toll-free at
1-888-226-3756, Barclays Capital toll-free at 1-888-227-2275, Ext. 2663 or RBC
Capital Markets toll-free at 1-866-375-6829.
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