EXHIBIT G UNDERWRITING AGREEMENT CANADA UNDERWRITING AGREEMENT
EXHIBIT G
September 2, 0000
Xxx Xxxx, Xxx Xxxx
Xxx Xxxx, Xxx Xxxx
To the Representatives named
in Schedule I hereto of the
Underwriters named in
Schedule II hereto
in Schedule I hereto of the
Underwriters named in
Schedule II hereto
Dear Sirs:
Her Majesty in right of Canada, as represented by the Minister of Finance (“Canada”), proposes
to 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 bonds identified in
Schedule II hereto (the “Securities”), to be issued pursuant to a Fiscal Agency Agreement (the
“Fiscal Agency Agreement”) to be dated September 10, 2009 between Canada and the banking
institution named therein, as Fiscal Agent (the “Fiscal Agent”). The Securities to be sold in the
United States, as certified by the Underwriters in a report relating to distribution of primary
allotment substantially in the form of Schedule III hereto, are referred to herein as the
“Registered Securities” and all other Securities are referred to herein as the “Offshore
Securities”. The Securities are direct unconditional obligations of Canada and, as such, carry the
full faith and credit of Canada and constitute direct unconditional obligations of and by Canada
and the payment of the principal of and interest on the Securities is a charge on and payable out
of the Consolidated Revenue Fund of Canada. If the firm or firms listed in Schedule II hereto
include only the firm or firms listed as Representatives in Schedule I hereto, then the terms
“Underwriters” and “Representatives”, as used herein, shall each be deemed to refer to such firm or
firms. As of 1:20 p.m. September 2, 2009 (New York City time) (the “Time of Sale”), Canada had
prepared the following information (collectively, the “Time of Sale Information”): a Preliminary
Final Prospectus consisting of a preliminary prospectus supplement dated September 1, 2009 and the
Basic Prospectus (as defined below) (collectively, the “Preliminary Final Prospectus”), and the
Issuer Free Writing Prospectus in the form of Schedule I hereto (the “Issuer Free Writing
Prospectus”).
1. Representations and Warranties. Canada represents and warrants to, and agrees with, each
Underwriter that:
(a) The Time of Sale Information, at the Time of Sale and at the Closing Date (as
defined below), did not and will not, contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided that Canada
makes no representation or warranty with respect to any statements or omissions made in
reliance upon and in conformity with information furnished to Canada in writing by any
Underwriter through the Representatives expressly for use in such Time of Sale Information.
The Issuer Free Writing Prospectus in the form of Schedule I hereto complies in all material
respects with the requirements of the U.S. Securities Act of 1933, as amended (the “Act”).
(b) Canada has filed with the Securities and Exchange Commission (the “Commission”) one
or more registration statements, which have become effective, for the registration of the
Registered Securities under the Act. Such registration statements, as amended at the date
of this Agreement, meet the requirements set forth in Release No. 33-6424 under the Act and
comply in all other material respects with said Release. The Basic Prospectus (as defined
below), as supplemented by the Preliminary Final Prospectus filed with the Commission
pursuant to Rule 424(b), is the most recent prospectus relating to the Securities and the
plan of distribution thereof filed by Canada with the Commission. Canada proposes to file
with the Commission pursuant to Rule 424(b) under the Act a further supplement to the Basic
Prospectus to include the final pricing information as set forth in the Issuer Free Writing
Prospectus. Such registration statements, including the exhibits thereto, as amended at the
date of this Agreement, hereinafter are called the “Registration Statement”; the prospectus
included in registration statement no. 333-156346 is hereinafter called the “Basic
Prospectus”; and such Basic Prospectus, as supplemented by the final prospectus supplement,
in the form in which it shall be filed with the Commission pursuant to Rule 424(b) is
hereinafter called the “Final Prospectus”. As used herein, the terms “Registration
Statement”, “Basic Prospectus”, “Final Prospectus” and “Preliminary Final Prospectus” shall
include in each case the documents, if any, incorporated by reference therein. (The terms
“supplement” and “amendment” or “amend” as used herein shall include all documents deemed to
be incorporated by reference in the Final Prospectus that are filed subsequent to the date
of the Basic Prospectus by Canada with the Commission pursuant to the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)).
(c) As of the date hereof, when the Final Prospectus is first filed pursuant to Rule
424(b) under the Act, when, prior to the Closing Date, any amendment to the Registration
Statement becomes effective or is deemed to become effective under the Act, when any
supplement to the Final Prospectus is first filed with the Commission and at the Closing
Date, (i) the Registration Statement, as amended as of any such time, will fully comply in
all material respects with the provisions of the Act and the rules under the Act and will
not contain any untrue statement of a material fact and will not omit to state any material
fact required to be stated therein or necessary in order to make the statements therein not
misleading; and (ii) the Final Prospectus, as amended or
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supplemented as of any such time, will fully comply with the provisions of the Act and
the rules under the Act and will not contain an untrue statement of a material fact and will
not omit to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided, however, that Canada makes no representations or warranties as to
the information contained in or omitted from the Registration Statement or the Final
Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity
with information furnished in writing to Canada by or on behalf of any Underwriter through
the Representatives specifically for use in connection with the preparation thereof.
(d) The Securities, when duly executed and duly authenticated pursuant to the Fiscal
Agency Agreement and upon delivery thereof and payment therefor in accordance with the
provisions of this Agreement, will constitute legal, valid and binding direct unconditional
obligations of Canada in accordance with their terms and the payment of the principal of and
interest on the Securities will be a charge on and will be payable out of the Consolidated
Revenue Fund of Canada.
(e) Neither Canada nor any person acting on its behalf (other than the Underwriters, as
to whom no representation or warranty is made) has engaged in any directed selling efforts
(as that term is defined in Regulation S under the Act (“Regulation S”)) with respect to the
Offshore Securities.
(f) No litigation or proceedings of any kind are pending or threatened, attacking or in
any manner questioning the proceedings and authority under which the Securities are to be
issued or affecting the validity thereof, and no authority or proceedings for the issuance
of the Securities have been repealed, revoked or rescinded in whole or in part.
2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, Canada agrees to sell to each Underwriter, and
each Underwriter agrees, severally and not jointly, to purchase from Canada, the principal amount
of the Securities set forth opposite such Underwriter’s name in Schedule II hereto, at the purchase
price of 99.275% of the principal amount (plus accrued interest, if any, from September 10, 2009),
which equals the issue price less selling, management and underwriting commissions of 0.150% of the
principal amount (the “Underwriting Commissions”), and further agrees that the aggregate amount of
the Underwriting Commissions may be set-off against the aggregate issue price of the Securities.
3. Delivery and Payment. Delivery of and payment for the Securities shall be made on
September 10, 2009 at 10:00 a.m. New York City Time, which date and time may be postponed by
agreement between the Underwriters and Canada or as provided in Section 10 hereof (such date and
time of delivery and payment for the Securities being herein called the “Closing Date”). The
Securities will be issued in the form of one or more registered global securities (the “Global
Securities”), which shall be registered in the name of Cede & Co., as the nominee of The Depository
Trust Company. The Global Securities shall be substantially in the form annexed to the Fiscal
Agency Agreement. Delivery of the Global Securities shall be made
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to the Representatives or to their order for the respective accounts of the several
Underwriters against payment by the several Underwriters through the Representatives of the issue
price thereof to the Receiver General of Canada or to his order in immediately available (same day)
funds by transfer to a United States dollar account specified by the Receiver General of Canada.
The Underwriters through the Representatives shall be entitled to set-off against the payment of
the issue price, the Underwriting Commissions.
The Global Securities shall be made available for inspection and review by the Underwriters in
New York, New York, not later than 4:00 p.m. local time on the business day prior to the Closing
Date. For purposes of this paragraph, “business day” shall mean a day other than a Saturday,
Sunday or other day on which banking institutions in New York, New York are authorized or obligated
by law, regulation or executive order to close.
4. Listing. Canada agrees with the Underwriters to cooperate in the filing of an application
to list the Securities on the Euro MTF Market, the exchange regulated market of the Luxembourg
Stock Exchange (the “Stock Exchange”) prior to the Closing Date. Canada further agrees to furnish
to the Stock Exchange all documents, instruments, information and undertakings and to publish all
advertisements or other material that may be necessary in order to effect the listing of the
Securities and to cause such listing to be continued for so long as any of the Securities remain
outstanding; provided, however, that if in the opinion of Canada, the continuation of such listing
shall become unduly burdensome, then Canada may, in its sole discretion, terminate the listing of
the Securities on the Stock Exchange. In the event of such termination of listing, Canada shall use
reasonable endeavors to seek an alternative admission to listing, trading and/or quotation of the
Securities by another listing authority, securities exchange and/or quotation system, as determined
by Canada in its sole discretion, after consultation with the Representatives, provided that
nothing herein shall require Canada to seek an alternative admission in listing, trading and/or
quotation of the Securities on any securities exchange if such alternative listing is not available
or where it would be, as determined by Canada, impractical or unduly burdensome to do so.
5. Agreements. Canada agrees with the several Underwriters and the several Underwriters agree
with Canada, as the case may be, that:
(a) Prior to the termination of the offering of the Securities, Canada will not file
any amendment of the Registration Statement or supplement (including the Final Prospectus)
to the Time of Sale Information unless Canada has furnished you a copy for your review prior
to filing and will not file any such proposed amendment or supplement to which you
reasonably object. Subject to the foregoing sentence, Canada will cause the Preliminary
Final Prospectus and the Final Prospectus to be delivered to the Commission for filing
pursuant to Rule 424(b) via the Commission’s Electronic Data Gathering, Analysis, and
Retrieval system (“XXXXX”) and will cause the Final Prospectus to be filed with the
Commission pursuant to said Rule and Canada will file any Issuer Free Writing Prospectus to
the extent required by Rule 433 under the Act. Canada will promptly advise the
Representatives (i) when the Time of Sale Information or the Final Prospectus shall have
been delivered to the Commission for filing pursuant to Rule 424(b), (ii) when any amendment
to the Registration Statement relating to the Securities shall have become effective, (iii)
of any request by the Commission for any
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amendment of the Registration Statement or amendment of or supplement to the Time of Sale
Information or to the Final 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 Canada of any notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose. Canada 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) Before using or filing any Issuer Free Writing Prospectus other than the Issuer
Free Writing Prospectus in the form of Schedule I hereto, Canada will furnish to the
Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing
Prospectus for review and will not use or file any such Issuer Free Writing Prospectus to
which the Representatives reasonably object; provided that the Representatives may not
object to a filing that is required by law.
(c) If, at any time when a prospectus relating to the Securities is required to be
delivered under the Act, any event occurs as a result of which the Time of Sale Information
or the Final 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 Time of Sale Information or the Final
Prospectus to comply with the Act or the rules thereunder, Canada promptly will prepare and
file with the Commission, subject to the first sentence of paragraph (a) of this Section 5,
an amendment or supplement which will correct such statement or omission or an amendment
which will effect such compliance.
(d) There will be made generally available to the security holders of Canada a
statement of its operations and accumulated deficit for its fiscal year commencing after the
date hereof as soon as practicable after the close of such fiscal year, which shall satisfy
the provisions of Section 11(a) of the Act. Such statement of operations and accumulated
deficit of Canada will be deemed to have been “made generally available to its security
holders” when filed pursuant to Section 13 or 15(d) of the Exchange Act.
(e) Canada will furnish to the Representatives and counsel for the Underwriters, so
long as delivery of a prospectus by the Underwriters or a dealer may be required by the Act,
as many copies of any Preliminary Final Prospectus, any Issuer Free Writing Prospectus and
the Final Prospectus and any amendments thereof and supplements thereto as the Underwriters
may reasonably request.
(f) Canada will arrange for the qualification of the Registered Securities for sale
under the laws of such states in the United States as the Representatives may designate,
will maintain such qualifications in effect so long as required for the distribution of the
Registered Securities; provided that Canada shall not be obligated to qualify as a foreign
corporation in, or consent to general service of process under the laws of, any state or to
meet other requirements deemed by it to be unduly burdensome provided further, that nothing
herein shall require Canada to qualify the Securities in any
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other jurisdiction where it would be, as determined by Canada in its sole discretion
after consultation with the Representatives, impractical or unduly burdensome to do so.
(g) Canada will pay (i) all expenses in connection with (A) the preparation, issue,
execution and delivery of the Securities (including the fees of the Fiscal Agent), (B) the
fee incurred in filing the Registration Statement (including all amendments thereto) any
Issuer Free Writing Prospectus and any Time of Sale Information with the Commission, and (C)
any fee payable to rating services in connection with the rating of the Securities, and (ii)
the cost of printing and copying the Preliminary Final Prospectus, the Final Prospectus and
the documents incorporated by reference in the Time of Sale Information and the Final
Prospectus in such quantities as the Underwriters may reasonably request and the cost of
delivering the same to locations designated by the Underwriters and satisfactory to Canada
in its reasonable judgment and (iii) all stamp duties or other like taxes and duties or
value added taxes payable under the laws of the United Kingdom upon and in connection with
the execution, issue and subscription of the Securities or the execution and delivery of
this Agreement and the Fiscal Agency Agreement. Except as provided in Sections 8 and 9
hereof, Canada shall not be required to pay or bear any fees or expenses of the
Underwriters.
(h) Each Underwriter agrees with Canada to deliver (i) an initial allotment
distribution report, (ii) secondary market activity reports showing sales volumes by major
market (Asia, Canada, Europe and the United States) up to and including the Closing Date and
(iii) secondary market activity reports showing sales volumes by such major markets as
requested by Canada from time to time. The reports specified in (i) and (ii) above will be
due within one week of the Closing Date. The initial allotment distribution report and the
secondary market activity reports will be in the forms set forth in Schedule III hereof.
(i) Each Underwriter agrees that it has not used, and will not use, authorize use of,
refer to, or participate in the planning for use of, any “Free Writing Prospectus”, as
defined in Rule 405 under the Act (which term includes use of any written information
furnished to the Commission by Canada and not incorporated by reference into the
Registration Statement and any press release issued by Canada) other than (i) the Issuer
Free Writing Prospectus in the form of Schedule I hereto or prepared pursuant to Section
5(b), or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and
consented to by Canada in writing (each such “free writing prospectus” referred to in this
clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may
use a Bloomberg term sheet in accordance with Section 5(k).
(j) Each Underwriter agrees that it has not distributed, and will not distribute any
Underwriter Free Writing Prospectus referred to in Section 5(i) in a manner that will lead
to the requirement to file such Underwriter Free Writing Prospectus with the Commission
unless Canada has consented in advance in writing to such distribution.
(k) Each Underwriter agrees that it has not used, and without the prior written consent
of Canada will not use, any “free writing prospectus” that contains the final terms of the
Securities unless such terms have previously been included in an Issuer Free
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Writing Prospectus filed or to be filed with the Commission; provided that Underwriters
may use a Bloomberg term sheet that contains some or all of the information in Schedule I
hereto without the consent of Canada; provided further that any Underwriter using such term
sheet shall notify Canada, and provide a copy of such term sheet to Canada, prior to, or
substantially concurrently with, the first use of such term sheet.
(l) Each Underwriter agrees that it is not subject to any pending proceeding under
Section 8A of the Act with respect to the offering (and will promptly notify Canada if any
such proceeding against it is initiated during the period that delivery of a prospectus by
an Underwriter or a dealer may be required by the Act).
6. Selling Restrictions. 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 Canada that:
(a) (i) It has only communicated or caused to be communicated and will only communicate
or cause to be communicated any invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the Financial Services and Markets Xxx 0000, as amended
(the “FSMA”)) received by it in connection with the issue and sale of the Securities in
circumstances in which Section 21(1) of the FSMA does not apply to Canada and (ii) it has
complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it or them in relation to the Securities in, from or otherwise involving the United
Kingdom.
(b) The Securities have not been and will not be registered under the Financial
Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended) (the “Financial
Instruments and Exchange Act”) and it and each such affiliate has not offered or sold, and
will not offer or sell, directly or indirectly, any of the Securities in Japan or to, or for
the benefit of, any person resident in Japan (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 reoffering or resale, directly or indirectly, in Japan or to any
resident of Japan except pursuant to an exemption from the registration requirements of, and
otherwise in compliance with, the Financial Instruments and Exchange Act available
thereunder and in compliance with any other relevant laws and of Japan.
(c) (i) It and each such affiliate has not offered or sold and will not offer or sell,
directly or indirectly, in Hong Kong by means of any document, any Securities other than to
persons whose ordinary business it is to buy or sell shares or debentures, whether as
principal or agent, or in circumstances which do not constitute an offer to the public
within the meaning of the Companies Ordinance (Chap. 32) of Hong Kong and (ii) it and each
such affiliate has not issued and will not issue, directly or indirectly, any invitation or
advertisement relating to the Securities in Hong Kong (except if permitted to do so under
the securities laws of Hong Kong) other than with respect to Securities intended to be
disposed of to persons outside Hong Kong or to be disposed of in Hong Kong only to persons
whose business involves the acquisition, disposal or holding of securities, whether as
principal or as agent.
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(d) The Offshore Securities have not been and will not be registered under the Act and
may not be offered or sold within the United States or its possessions or to, or for the
account or benefit of, U.S. persons except in accordance with Regulation S or pursuant to an
exemption from the registration requirements of the Act. Accordingly, neither it, nor any
of its affiliates or any persons acting on its behalf have engaged or will engage in any
directed selling efforts with respect to the Offshore Securities in violation of Regulation
S, and all offers and sales of the Offshore Securities by it, any of its affiliates or any
persons acting on its or their behalf have occurred or will occur in offshore transactions,
as such term is defined in Regulation S.
(e) In relation to each member State of the European Economic Area which has
implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter has
represented and agreed 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 the Securities to the public in that Relevant
Member State other than:
(i) 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;
(ii) to any legal entity which has two or more of (A) an average of at least
250 employees during the last financial year; (B) a total balance sheet of more than
€43,000,000 and (C) an annual net turnover of more than €50,000,000, as shown in its
last annual or consolidated accounts;
(iii) to fewer than 100 natural or legal persons (other than qualified
investors as defined in the Prospectus Directive) subject to obtaining the prior
consent of the Representatives for any such offer; or
(iv) in any other circumstances falling within Article 3(2) of the Prospectus
Directive;
provided that no such offer of the Securities shall require Canada 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 provision, the expression an “offer of the 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 Member State by any measure implementing the
Prospectus Directive in that Member State and the expression “Prospectus Directive” means
Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member
State.
(f) In addition to the provisions of Sections 6(a) through (e) above, it and each such
affiliate has not offered, sold or delivered and it and they will not offer, sell or
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deliver, directly or indirectly, any of the Securities or distribute the Final
Prospectus, the Preliminary Final Prospectus, the Time of Sale Information, any “Free
Writing Prospectus,” the Basic 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, result in compliance with the applicable laws and
regulations thereof and which will not impose any obligations on Canada except as contained
in this Agreement. In addition, each Underwriter agrees with Canada to comply with the
restrictions on offers and sales of the Securities set forth in this Section 6.
(g) Without prejudice to the provisions of Sections 6(a) through (f) above, 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 pursuant to Section 5(f), Canada shall not have any
responsibility for, and each Underwriter severally agrees with Canada 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.
7. 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 Canada contained herein as of the date hereof, as of the date of the effectiveness of
any amendment to the Registration Statement filed prior to the Closing Date and as of the Closing
Date, to the accuracy of the statements of Canada made in any certificates pursuant to the
provisions hereof, to the performance by Canada of its obligations hereunder and to the following
additional conditions:
(a) (i) No stop order suspending the effectiveness of the Registration Statement shall
have been issued and no proceedings for that purpose shall have been instituted or shall be
pending, or, to the knowledge of Canada, shall be threatened by the Commission and (ii)
there shall be no material adverse change in the financial, economic or political condition
of Canada from that set forth in the Registration Statement, the Time of Sale Information
and the Final Prospectus, other than changes arising in the ordinary and normal course, that
in the reasonable judgment of Canada or the Representatives would prevent or materially
impair the marketing or enforcement of contracts for sale of the Securities and you shall
have received, on the Closing Date, a certificate dated the Closing Date and signed by an
appropriate official of Canada to the effect set forth in clauses (i) and (ii) above; and
each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Act, and
the Final Prospectus shall have been timely filed with the Commission under the Act.
(b) You shall have received on the Closing Date a copy of any relevant order-in-council
(the “Order-in-Council”) authorizing the Minister of Finance to borrow money on behalf of
Canada and to issue, the Securities, being Order-in-Council PC 2009-373 dated March 5, 2009
certified by an appropriate official of the Department of Finance to be in effect on the
Closing Date.
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(c) You shall have received on the Closing Date a written opinion, dated the Closing
Date, of a lawyer in the Department of Justice of Canada (“Canada Counsel”), addressed to
the Minister of Finance, and on which the Underwriters and their legal advisors are
permitted to rely, to the effect that:
(i) All necessary authority has been conferred on the Minister of Finance or a
delegated officer of the Department of Finance acting on behalf of Canada to enter
into this Agreement and this Agreement has been duly authorized, executed and
delivered by Canada.
(ii) The Fiscal Agency Agreement has been duly authorized, executed and
delivered by Canada and, assuming the due authorization, execution and delivery by
the Fiscal Agent, constitutes a legal, valid and binding agreement of Canada.
(iii) The issuance of the Securities by Canada has been duly authorized by the
Order-in-Council and the Securities have been duly executed by Canada and when duly
authenticated in accordance with the Fiscal Agency Agreement and delivered to and
paid for by the Underwriters in accordance with the provisions of this Agreement,
will constitute valid, legally binding, direct unconditional obligations of Canada
in accordance with their terms, and payment of the principal of and interest on each
Security so authenticated, delivered and paid for will be a charge on and payable
out of the Consolidated Revenue Fund of Canada.
(iv) Neither the execution and delivery of the Fiscal Agency Agreement, the
Securities or this Agreement, nor the consummation of the transactions therein or
herein contemplated nor compliance with the terms and provisions thereof or hereof
will contravene any existing law, governmental rule, regulation, directive or order
of Canada or of any province or territory thereof.
(v) The statements in the Preliminary Final Prospectus, when construed together
with the Issuer Free Writing Prospectus, and the Final Prospectus under the captions
“Description of Bonds” and “Underwriting”, insofar as such statements constitute a
summary of the legal matters or documents referred to therein, fairly present the
information called for with respect to such legal matters or documents.
(vi) Although such counsel is not, except as stated above, passing upon and
assumes no responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement, the Time of Sale Information and
the Final Prospectus, as amended or supplemented, no facts have come to such
counsel’s attention which lead such counsel to believe that (A) the Registration
Statement, or any amendment thereof, at the time it became effective or was deemed
to be effective, contained any untrue statement of a material fact or omitted to
state a material fact necessary to make the statements therein not misleading (other
than the financial statements and other financial data contained
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therein or omitted therefrom as to which such counsel expresses no opinion),
(B) the Final Prospectus, as amended or supplemented, on its issue date or on the
Closing Date, contained or contains any untrue statement of a material fact or
omitted or omits to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading (other
than the financial statements and other financial data contained therein or omitted
therefrom as to which such counsel expresses no opinion) or (C) the Time of Sale
Information, at the Time of Sale contained any untrue statement of a material fact
or omitted to state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading (other than
the financial statements and other financial data contained therein or omitted
therefrom as to which such counsel expresses no opinion).
In giving his or her opinion, Canada Counsel may rely on the opinion of Milbank, Tweed,
Xxxxxx & XxXxxx LLP as to matters of United States law.
(d) You shall have received on the Closing Date (i) a written opinion, dated the
Closing Date, of Milbank, Tweed, Xxxxxx & XxXxxx LLP, United States counsel for Canada,
addressed to the Underwriters, to the effect, insofar as the laws of the State of New York
or the federal laws of the United States of America are concerned, (A) set forth above in
paragraph (c)(v), (B) that the Registration Statement and the Final Prospectus and each
amendment thereof or supplement thereto as of their respective effective or issue dates
(except as to financial statements and financial data included therein as to which such
counsel need express no opinion) complied as to form in all material respects with the Act
and the rules thereunder, and (C) that the statements in the Preliminary Final Prospectus
under the heading “Tax Matters—Certain U.S. Federal Tax Considerations,” when construed
together with the Issuer Free Writing Prospectus, and the statements in the Final Prospectus
under the heading “Tax Matters—Certain U.S. Federal Tax Considerations” are accurate in all
respects, subject to the qualifications therein and (ii) a written letter, dated the Closing
Date, of Milbank, Tweed, Xxxxxx & XxXxxx, LLP, United States counsel for Canada, to the
effect that although such counsel is not, except as stated above, passing upon and assumes
no responsibility for the accuracy, completeness or fairness of the statements contained in
the Registration Statement, the Time of Sale Information and the Final Prospectus, as
amended or supplemented, based upon participation by such counsel in conferences (including
teleconferences) attended by representatives of Canada and the Department of Finance of
Canada at which the contents of the Registration Statement, the Time of Sale Information and
the Final Prospectus and related matters were discussed, no facts have come to such
counsel’s attention which lead such counsel to believe that (A) the Registration Statement,
or any amendment thereof, at the time it became effective or was deemed to be effective,
contained any untrue statement of a material fact or omitted to state a material fact
necessary to make the statements therein not misleading, (B) the Final Prospectus, as
amended or supplemented, on its issue date or on the Closing Date, contained or contains any
untrue statement of a material fact or omitted or omits to state a material fact necessary
to make the statements therein, in the light of the circumstances under which they were
made, not misleading or (C) the Time of Sale Information, at the Time of Sale contained any
untrue statement of a material fact or omitted to state a
11
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. In addition, such counsel shall
state that in the opinion referred to in clause (i) above, assuming the accuracy of the
representations and warranties and satisfaction of the agreements contained herein, no
registration of the Offshore Securities under the Act is required for the offer, sale or
issuance of the Offshore Securities in the manner contemplated by the Time of Sale
Information, the Final Prospectus and this Agreement, except that such counsel need express
no opinion as to when and under what circumstances the Offshore Securities may be reoffered
or resold in the United States or to U.S. persons. In giving their opinion Milbank, Tweed,
Xxxxxx & XxXxxx LLP may rely on the opinion of Canada Counsel, as to matters of Canadian and
Ontario law.
(e) The Underwriters shall have received from Xxxxx Xxxx & Xxxxxxxx LLP, United States
counsel for the Underwriters, and Stikeman Elliott LLP, Canadian counsel for the
Underwriters, favorable opinions dated the Closing Date, as to the form and validity of the
Securities and as to the proceedings and other related matters incident to the issuance and
sale of the Securities, and the Underwriters shall have received from Xxxxx Xxxx & Xxxxxxxx
LLP a favorable opinion dated the Closing Date with respect to the Registration Statement,
the Time of Sale Information and the Final Prospectus. In giving their opinion, Xxxxx Xxxx
& Xxxxxxxx LLP may rely on the opinion of Stikeman Elliott LLP as to matters of Canadian and
Ontario law and Stikeman Elliott LLP may rely on the opinion of Canada Counsel, as to
certain matters relating to the due authorization of the Securities.
(f) The representations and warranties of Canada herein shall be true and correct on
the date hereof and on the Closing Date; Canada shall not have failed, on or prior to the
Closing Date, to have performed all agreements and satisfied all conditions herein contained
which should have been performed or satisfied by it at or prior to such time; and the
Underwriters shall have received, at the time of closing, a certificate to the foregoing
effect dated the Closing Date and signed by an appropriate official of Canada.
(g) On or prior to the Closing Date, Canada shall have furnished to the Underwriters
such further certificates and documents as they or their counsel shall reasonably request.
If any of the conditions specified in this Section 7 shall not have been fulfilled in all
material respects when and as provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall not be in all material respects
reasonably satisfactory in form and substance to the Representatives and their counsel, this
Agreement and all obligations of the Underwriters hereunder may be cancelled at, or at any time
prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to
Canada in writing or by telephone or telegraph confirmed in writing.
8. Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein
is not consummated because any condition to the obligations of the Underwriters set forth in
Section 7 hereof is not satisfied or because of any refusal, inability or failure on the part of
Canada to perform any agreement herein or comply with any provision
12
hereof other than by reason of a default by the Underwriters, Canada will reimburse the
Underwriters upon demand for all out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by them in connection with the proposed
purchase and sale of the Securities.
9. Indemnification and Contribution. (a) Canada agrees to indemnify and hold harmless each
Underwriter and each person who controls any Underwriter within the meaning of the Act against any
and all losses, claims, damages or liabilities, joint or several, to which they or any of them may
become subject under the Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement for the registration of the
Securities as originally filed or in any amendment thereof, or in the Basic Prospectus, any
Preliminary Final Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information, the
Final Prospectus, any agreed upon marketing brochure or the invitation or allotment telexes, or in
any amendment thereof or supplement thereto, 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 agrees, subject to the provisions of paragraph (c)
below, to reimburse each such indemnified party for any legal or other expenses reasonably incurred
by them (as such expenses are incurred) in connection with investigating or defending any such
loss, claim, damage, liability or action; provided, however, that (i) Canada 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 any such untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information furnished to Canada by or
on behalf of any Underwriter through the Representatives specifically for use in connection with
the preparation thereof, and (ii) any such loss, claim, damage or liability arises out of any
untrue statement or omission or alleged untrue statement or omission in the Preliminary Final
Prospectus if such untrue statement or omission or alleged untrue statement or omission is
corrected in all material respects in an Issuer Free Writing Prospectus prepared by Canada and if,
having previously been furnished by or on behalf of Canada with copies of the Issuer Free Writing
Prospectus sufficiently far in advance of the time at which the public offering price of the
Securities of a particular tranche was determined by Canada and the Underwriters so as to permit
delivery of such Issuer Free Writing Prospectus to investors prior to such time, such Underwriter
thereafter failed to send or give or otherwise convey to such person, at or prior to the Time of
Sale, such Issuer Free Writing Prospectus or the information contained therein that would have
corrected such defect. This indemnity agreement will be in addition to any liability which Canada
may otherwise have.
(b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless Canada,
each of its officials who signs the Registration Statement, and each person who controls Canada
within the meaning of the Act, to the same extent as the foregoing indemnity from Canada to each
Underwriter, 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 reference to written
information relating to such Underwriter furnished to Canada by or on behalf of such Underwriter
through the Representatives specifically for use in the preparation of the documents referred to in
the foregoing indemnity. This indemnity agreement will be in addition to any liability which any
Underwriter may otherwise have. Canada acknowledges for
13
the purposes of this Agreement that the statements under the heading “Underwriting” (except
for the statements in the paragraph relating to certain expenses of Canada and the paragraph
relating to indemnification of certain liabilities and reimbursement of certain expenses by Canada)
in the Preliminary Final Prospectus and the Final Prospectus constitute the only information
furnished in writing by or on behalf of the Underwriters for inclusion in the Preliminary Final
Prospectus and the Final Prospectus, and the Underwriters confirm that such statements are correct.
(c) Promptly after receipt by an indemnified party under this Section 9 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 this Section 9, notify the indemnifying party in writing
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 this Section
9. 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 elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such indemnified party, to
assume the defense thereof, with counsel reasonably satisfactory to such indemnified party;
provided, however, if the defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded that there may be
legal defenses available to it and/or other indemnified parties which are different from or
additional to those available to the indemnifying party, the indemnified party or parties shall
have the right to select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or parties. Upon
receipt of notice from the indemnifying party to such indemnified party of its election so to
assume the defense of such action and approval by the indemnified party of counsel, the
indemnifying party will not be liable to such indemnified party under this Section 9 for any legal
or other expenses subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in connection with
the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it
being understood, however, that the indemnifying party shall not be liable for the expenses of more
than one separate counsel, approved by the Representatives in the case of paragraph (a) above,
representing the indemnified parties under paragraph (a) who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of commencement of the action
or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party
at the expense of the indemnifying party, and except that, if clause (i) or (iii) is applicable,
such liability shall be only in respect of the counsel referred to in such clause (i) or (iii).
The indemnifying party shall not be liable for any settlement of any proceeding effected without
its written consent but if settled with such consent or if it be a final judgment for the plaintiff
the indemnifying party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment.
(d) In order to provide for just and equitable contribution in circumstances in which the
indemnification provided for in paragraph (a) or (b) of this Section 9 is due in accordance with
its terms but is for any reason held by a court to be unavailable from Canada or the Underwriters,
as the case may be, on grounds of policy or otherwise, Canada and the Underwriters shall contribute
to the aggregate losses, claims, damages and liabilities (including
14
legal or other expenses reasonably incurred in connection with investigating or defending
same) to which Canada and one or more of the Underwriters may be subject in such proportion so that
the Underwriters are responsible for that portion represented by the percentage that the
Underwriting Commissions bears to the issue price of the Securities set forth on Schedule I hereto
and Canada is responsible for the balance; provided, however, that (i) in no case shall any
Underwriter (except as may be provided in any separate agreement among Underwriters) be responsible
for any amount in excess of the Underwriting Commissions applicable to the Securities purchased by
such Underwriter hereunder and (ii) 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. For purposes of this Section 9, each person who
controls an Underwriter within the meaning of the Act shall have the same rights to contribution as
such Underwriter, and each person who controls Canada within the meaning of the Act and each
official of Canada who shall have signed the Registration Statement shall have the same rights to
contribution as Canada, subject in each case to clause (i) of this paragraph (d). Any party
entitled to contribution will, promptly after receipt of notice of commencement of any action, suit
or proceeding against such party in respect of which a claim for contribution may be made against
another party or parties under this paragraph (d), notify such party or parties from whom
contribution may be sought, but the omission to so notify such party or parties shall not relieve
the party or parties from whom contribution may be sought from any other obligation it or they may
have hereunder or otherwise than under this paragraph (d).
10. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay
for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and
such failure to purchase shall constitute a default in the performance of its or their obligations
under this Agreement, the remaining Underwriters shall be obliged severally to take up and pay for
(in the respective proportions which the amount of Securities set forth opposite their names in
Schedule II hereto bear to the aggregate amount of Securities set opposite the names of all the
remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but
failed to purchase; provided, however, that in the event that the aggregate amount of Securities
which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of
the aggregate amount of Securities set forth in Schedule II hereto, and arrangements satisfactory
to the remaining Underwriters and Canada for the purchase of such Securities are not made within 48
hours after such default, this Agreement will terminate without liability to any non-defaulting
Underwriter or Canada. In the event of a default by any Underwriter as set forth in this Section
10, which shall not cause this Agreement to be terminated, either Canada or the Representatives
shall have the right to postpone the Closing Date for such period, not exceeding seven days, as the
Representatives shall determine in order that the required changes in the Registration Statement
and the Final Prospectus or in any other documents or arrangements may be effected. Nothing
contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to
Canada and any nondefaulting Underwriter for damages occasioned by its default hereunder.
11. Termination. This Agreement shall be subject to termination in the absolute discretion of
Canada or the Representatives after consultation with Canada, by notice given to Canada 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
15
international financial, political or economic conditions or currency exchange rates or
exchange controls which, in the reasonable judgment of the Representatives or Canada, 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 Canada, as the case may be,
impracticable to market the Securities on the terms and in the manner contemplated in the Time of
Sale Information or the Final Prospectus. Notwithstanding any such termination, the provisions of
Sections 8, 9, 12 and 16 hereof shall remain in effect.
12. Representations and Indemnities to Survive. The respective agreements, representations,
warranties, indemnities and other statements of Canada or its officials and of the Underwriters set
forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of the Underwriters or Canada or any of the officials or
controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for
the Securities. The provisions of Sections 8 and 9 hereof shall survive any termination or
cancellation of this Agreement.
13. 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 Canada, and any gain or loss arising therefrom shall be for
their own account. The Underwriters acknowledge that Canada has not been authorized to issue
Securities in excess of the principal amount set forth in Schedule I hereto. The Underwriters also
acknowledge that Canada 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
applicable United Kingdom legislation and Regulation M promulgated by the Commission (if
applicable). Canada has not issued and will not issue, without the prior consent of the
Representatives, any press or other public announcement in the European Economic Area referring to
the proposed issue of the Securities unless the announcement adequately discloses that stabilizing
action may take place in relation to the Securities. Canada authorizes the Underwriter(s) acting
as stabilizing agent(s) to make such public disclosure of the stabilization as is required under,
and in accordance with, all applicable laws, regulations and rules.
14. Notices. All communications hereunder will be in writing and effective only on receipt,
and, if sent to the Representatives or the Underwriters, will be mailed, delivered or telegraphed
and confirmed to them, at the address specified in Schedule II hereto; or, if sent to Canada, will
be mailed, delivered or telegraphed and confirmed to it at:
Department of Finance
|
Department of Finance | |
00xx Xxxxx, Xxxx Xxxxx
|
0xx Xxxxx, Xxxx Tower | |
140 X’Xxxxxx Street
|
140 00 Xxxxxx Xxxxxx | |
Xxxxxx, Xxxxxx
|
Xxxxxx, Xxxxxx | |
KIA OG5
|
KIA OG5 | |
Attention: Chief, Reserves and Risk
|
Attention: Manager, Public Debt and | |
Management Section
|
Statutory Programs |
|
Telephone: (000) 000-0000
|
Telephone: (000) 000-0000 | |
Fax No.: (000) 000-0000
|
Fax No.: (000) 000-0000 |
16
With a courtesy copy to:
Bank of Canada
0xx Xxxxx, Xxxx Tower
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxx
KIA OG9
Attention: Chief, Financial Markets
0xx Xxxxx, Xxxx Tower
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxx
KIA OG9
Attention: Chief, Financial Markets
Department
Telephone: (000) 000-0000
Fax No.: (000) 000-0000
Fax No.: (000) 000-0000
15. No Fiduciary Relationship. Canada acknowledges and agrees that (a) the purchase and sale
of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between
Canada, on the one hand, and the several Underwriters, on the other hand, (b) in connection with
the offering contemplated hereby and the process leading to such transaction each Underwriter is
and has been acting as a principal and is not the agent or fiduciary of Canada, or its respective
creditors, employees or any other party and (c) the Underwriters have not provided any legal,
accounting, regulatory or tax advice with respect to the offering contemplated hereby and Canada
has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it
deemed appropriate.
16. Successors. This Agreement will inure to the benefit of and be binding upon the parties
hereto and their respective successors and the officials and controlling persons referred to in
Section 9 hereof, and no other person will have any right or obligation hereunder.
17. Applicable Law. This Agreement will be governed by and construed in accordance with the
laws of the State of New York.
18. Advertisements. All advertisements of the Securities shall be published in a form or
forms and manner to which Canada consents in writing prior to the date of publication. Canada may
withhold its consent in its discretion regarding the use of any symbol in any such advertisement
and the publication in which such advertisement is to appear.
19. Counterparts. This Agreement may be signed in any number of counterparts (including
counterparts by facsimile), each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
17
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 acceptance shall
represent a binding agreement among Canada and the several Underwriters.
| Very truly yours, HER MAJESTY IN RIGHT OF CANADA as Represented by the Minister of Finance |
||||
| By | /s/ Xxxxxxx Xxx-Sing | |||
| Chief | ||||
| Reserves and Risk Management Section Financial Markets Division Financial Sector Policy Branch Department of Finance Government of Canada |
||||
18
The foregoing Agreement is hereby confirmed and accepted
as of the date first above written.
Banc of America Securities LLC
BNP Paribas Securities Corp.
X.X. Xxxxxx Securities Ltd.
RBC Capital Markets Corporation
BNP Paribas Securities Corp.
X.X. Xxxxxx Securities Ltd.
RBC Capital Markets Corporation
as Representatives of the several Underwriters
named in the foregoing Agreement
named in the foregoing Agreement
| By: | Banc of America Securities LLC | |||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President | |||
Acting severally on behalf of themselves and the other several
Underwriters named in Schedule II to the foregoing
Agreement.
19
SCHEDULE I
Canada
U.S. $3,000,000,000 2.375% United States Dollar Bonds due 2014
Term Sheet
Issuer:
|
Canada | |
Title:
|
2.375% United States Dollar Bonds due September 10, 2014 | |
Ratings:
|
AAA/Aaa/AAA (S&P, Xxxxx’x, DBRS) | |
Format:
|
SEC Registered | |
Size:
|
$3,000,000,000 | |
Trade Date:
|
September 2, 2009 | |
Settlement Date:
|
September 10, 2009 | |
Maturity Date:
|
September 10, 2014 | |
Callable:
|
No, unless any change in the laws or regulations of Canada that would require the payment by Canada of Additional Amounts on the Bonds, as more fully described in the Preliminary Prospectus Supplement. | |
Interest Payment Dates:
|
March 10 and September 10 | |
First Interest Payment Date:
|
March 10, 2010 | |
Benchmark Treasury:
|
UST 2.375% due August 31, 2014 | |
Benchmark Treasury Price and
Yield:
|
100-16.75, 2.263% | |
Spread to Benchmark Treasury:
|
UST + 23.5 bps | |
Yield to Maturity:
|
2.498% | |
Coupon:
|
2.375% | |
Price:
|
99.425% | |
Day Count:
|
00/000 | |
Xxxxxxxxx Xxxxxxxx:
|
Xxxxxx Xxxxxx Dollars (“$”) | |
Minimum Denomination:
|
$5,000 and increments of $5,000 in excess thereof | |
Listing:
|
Luxembourg Euro MTF Market | |
Status:
|
The bonds will constitute direct unconditional obligations of Canada. The payment of the principal of and interest on the bonds will |
I-1
| constitute a charge on and be payable out of the Consolidated Revenue Fund of Canada. | ||
Business Days:
|
Xxx Xxxx, Xxxxxx, Xxxxxxx | |
Representatives:
|
Banc of America Securities LLC BNP Paribas Securities Corp. X.X. Xxxxxx Securities Ltd. RBC Capital Markets Corporation |
|
Co-managers:
|
Bank of Montreal, London Branch Casgrain & Company (USA) Limited CIBC World Markets Corp. Xxxxxxxxxx Securities International Inc. Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. Laurentian Bank Securities Inc. National Bank Financial Inc. Scotia Capital (USA) Inc. The Toronto-Dominion Bank |
|
Billing and Delivering:
|
Banc of America Securities LLC | |
CUSIP:
|
135087 ZA5 | |
ISIN:
|
US135087ZA58 | |
Reference Document:
|
Prospectus Supplement subject to completion, dated September 1, 2009; Prospectus
dated December 24, 2008 xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000 /m56826e424b2.htm |
|
Legends:
|
A securities rating is not a recommendation to buy, sell, or hold securities and
may be subject to revision or withdrawal at any time. This communication is intended for the sole use of the person to whom it is provided by us. |
|
| 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 XXXXX on the SEC Web site at xxx.xxx.xxx. 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 toll-free 1-800-294-1322 for Banc of America Securities LLC, 0-000-000-0000 for BNP Paribas Securities Corp., 0-000-000-0000 for X.X. Xxxxxx and 0-000-000-0000 for RBC Capital Markets Corporation. |
I-2
| Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or other notice was automatically generated as a result of this communication being sent via Bloomberg or another email system. |
I-3
SCHEDULE II
| Principal Amount of | ||||||
| Securities to be | ||||||
| Underwriter | Address | Purchased | ||||
Banc of America Securities LLC |
Bank of America Tower | $ | 675,000,000 | |||
| Xxx Xxxxxx Xxxx | ||||||
| Xxx Xxxx, XX 00000 | ||||||
BNP Paribas Securities Corp. |
000 Xxxxxxx Xxxxxx | $ | 675,000,000 | |||
| Xxx Xxxx, XX 00000 | ||||||
X.X. Xxxxxx Securities Ltd. |
000 Xxxxxx Xxxx | $ | 675,000,000 | |||
| Xxxxxx XX0X 0XX | ||||||
RBC Capital Markets Corporation |
Three World Financial Center | $ | 675,000,000 | |||
| 000 Xxxxx Xxxxxx | ||||||
| Xxx Xxxx, XX 00000-0000 | ||||||
Bank of Montreal, Xxxxxx Xxxxxx |
00 Xxxxx Xxxxxxxx Xxxxxx | $ | 30,000,000 | |||
| Xxxxxx, XX0X 0XX | ||||||
| Xxxxxx Xxxxxxx | ||||||
Casgrain & Company (USA) Limited |
1200 XxXxxx Collège, 21 étage | $ | 30,000,000 | |||
| Xxxxxxxx, Xxxxxx | ||||||
| X0X 0X0 | ||||||
CIBC World Markets Corp. |
000 Xxxxxxx Xxxxxx, 0xx Xxxxx | $ | 30,000,000 | |||
| Xxx Xxxx, XX 00000 | ||||||
Xxxxxxxxxx Securities International Inc. |
0000 Xxxx Xxxxxx | $ | 30,000,000 | |||
| Xxxxx 000 | ||||||
| Xxxxxxxx, Xxxxxx | ||||||
| X0X 0X0 | ||||||
Deutsche Bank Securities Inc. |
00 Xxxx Xxxxxx | $ | 30,000,000 | |||
| Xxx Xxxx, XX 00000 | ||||||
HSBC Securities (USA) Inc. |
000 Xxxxx Xxxxxx, Tower 3 | $ | 30,000,000 | |||
| Xxx Xxxx, XX 00000 | ||||||
Laurentian Bank Securities Inc. |
0000 XxXxxx Xxxxxxx Xxxxxx, Xxxxx 0000 | $ | 30,000,000 | |||
| Xxxxxxxx, Xxxxxx | ||||||
| X0X 0X0 | ||||||
II-1
| Principal Amount of | ||||||
| Securities to be | ||||||
| Underwriter | Address | Purchased | ||||
National Bank Financial Inc. |
000 Xxxx Xxxxxx Xxxx | $ | 30,000,000 | |||
| Suite 3200, XX Xxx 00 | ||||||
| Xxxxxxx XX X0X 0X0 | ||||||
Xxxxxx Xxxxxxx (XXX) Inc. |
One Liberty Place | $ | 30,000,000 | |||
| 000 Xxxxxxxx | ||||||
| Xxx Xxxx, XX 00000 | ||||||
The Toronto-Dominion Bank |
Xxxxxx Xxxxx, 00-00 Xxxxxxxx Xxxxxx | $ | 30,000,000 | |||
| Xxxxxx XX0X 0XX | ||||||
| Total $ | 3,000,000,000 | |||||
II-2
SCHEDULE III
CANADA
U.S. $3,000,000,000 2.375% United States Dollar Bonds due September 10, 2014
Initial Allotment Distribution Report
| NORTH AMERICA | ||||||||||||||||||||||||||||||||||||||||||||||||
| ASIA AND AUSTRALIA | LATIN AMERICA | EUROPE, MIDDLE EAST | ||||||||||||||||||||||||||||||||||||||||||||||
| (includes Japan Domestic) | (includes Canada Domestic) | AND AFRICA | TOTAL SALES | |||||||||||||||||||||||||||||||||||||||||||||
| No. of | U.S. $ | Order Size | No. of | U.S. $ | Order Size | No. of | U.S. $ | Order Size | No. of | U.S. $ | Order Size | |||||||||||||||||||||||||||||||||||||
| Type of Investor | Sales | Amount | Range | Sales | Amount | Range | Sales | Amount | Range | Sales | Amount | Range | ||||||||||||||||||||||||||||||||||||
Bank Portfolios |
||||||||||||||||||||||||||||||||||||||||||||||||
Central Banks |
||||||||||||||||||||||||||||||||||||||||||||||||
Government Funds |
||||||||||||||||||||||||||||||||||||||||||||||||
— Central/State |
||||||||||||||||||||||||||||||||||||||||||||||||
— Local |
||||||||||||||||||||||||||||||||||||||||||||||||
Individuals |
||||||||||||||||||||||||||||||||||||||||||||||||
Insurance Companies |
||||||||||||||||||||||||||||||||||||||||||||||||
— Life |
||||||||||||||||||||||||||||||||||||||||||||||||
— Casualty |
||||||||||||||||||||||||||||||||||||||||||||||||
Investment Managers |
||||||||||||||||||||||||||||||||||||||||||||||||
— Bank/Trust |
||||||||||||||||||||||||||||||||||||||||||||||||
— Others |
||||||||||||||||||||||||||||||||||||||||||||||||
Pension Funds |
||||||||||||||||||||||||||||||||||||||||||||||||
— Government |
||||||||||||||||||||||||||||||||||||||||||||||||
— Corporate |
||||||||||||||||||||||||||||||||||||||||||||||||
Broker/Dealers |
||||||||||||||||||||||||||||||||||||||||||||||||
Corporate |
||||||||||||||||||||||||||||||||||||||||||||||||
III-1
CANADA
U.S. $3,000,000,000 2.375% United States Dollar Bonds due September 10, 2014
Initial Allotment Distribution Report (continued)
| CANADA DOMESTIC | ||||||||||||
| No. of | Order Size | |||||||||||
| Type of Investor | Sales | U.S. $ Amount | Range | |||||||||
Bank Portfolios |
||||||||||||
Central Banks |
||||||||||||
Government Funds |
||||||||||||
— Central/State |
||||||||||||
— Local |
||||||||||||
Individuals |
||||||||||||
Insurance Companies |
||||||||||||
— Life |
||||||||||||
— Casualty |
||||||||||||
Investment Managers |
||||||||||||
— Bank/Trust |
||||||||||||
— Others |
||||||||||||
Pension Funds |
||||||||||||
— Government |
||||||||||||
— Corporate |
||||||||||||
Broker/Dealers |
||||||||||||
Corporate |
||||||||||||
| JAPAN DOMESTIC | ||||||||||||
| No. of | Order Size | |||||||||||
| Type of Investor | Sales | U.S. $ Amount | Range | |||||||||
Bank Portfolios |
||||||||||||
Central Banks |
||||||||||||
Government Funds |
||||||||||||
— Central/State |
||||||||||||
— Local |
||||||||||||
Individuals |
||||||||||||
Insurance Companies |
||||||||||||
— Life |
||||||||||||
— Casualty |
||||||||||||
Investment Managers |
||||||||||||
— Bank/Trust |
||||||||||||
— Others |
||||||||||||
Pension Funds |
||||||||||||
— Government |
||||||||||||
— Corporate |
||||||||||||
Broker/Dealers |
||||||||||||
Corporate |
||||||||||||
III-2
CANADA
U.S. $3,000,000,000 2.375% United States Dollar Bonds due September 10, 2014
Secondary Market Distribution Report for the period from
to
| NORTH AMERICA | ||||||||||||||||||||||||||||||||||||||||||||||||
| ASIA AND AUSTRALIA | LATIN AMERICA | EUROPE, MIDDLE EAST | ||||||||||||||||||||||||||||||||||||||||||||||
| (includes Japan Domestic) | (includes Canada Domestic) | AND AFRICA | TOTAL SALES | |||||||||||||||||||||||||||||||||||||||||||||
| No. of | U.S. $ | Order Size | No. of | U.S. $ | Order Size | No. of | U.S. $ | Order Size | No. of | U.S. $ | Order Size | |||||||||||||||||||||||||||||||||||||
| Type of Investor | Sales | Amount | Range | Sales | Amount | Range | Sales | Amount | Range | Sales | Amount | Range | ||||||||||||||||||||||||||||||||||||
Bank Portfolios |
||||||||||||||||||||||||||||||||||||||||||||||||
Central Banks |
||||||||||||||||||||||||||||||||||||||||||||||||
Government Funds |
||||||||||||||||||||||||||||||||||||||||||||||||
— Central/State |
||||||||||||||||||||||||||||||||||||||||||||||||
— Local |
||||||||||||||||||||||||||||||||||||||||||||||||
Individuals |
||||||||||||||||||||||||||||||||||||||||||||||||
Insurance Companies |
||||||||||||||||||||||||||||||||||||||||||||||||
— Life |
||||||||||||||||||||||||||||||||||||||||||||||||
— Casualty |
||||||||||||||||||||||||||||||||||||||||||||||||
Investment Managers |
||||||||||||||||||||||||||||||||||||||||||||||||
— Bank/Trust |
||||||||||||||||||||||||||||||||||||||||||||||||
— Others |
||||||||||||||||||||||||||||||||||||||||||||||||
Pension Funds |
||||||||||||||||||||||||||||||||||||||||||||||||
— Government |
||||||||||||||||||||||||||||||||||||||||||||||||
— Corporate |
||||||||||||||||||||||||||||||||||||||||||||||||
Broker/Dealers |
||||||||||||||||||||||||||||||||||||||||||||||||
Corporate |
||||||||||||||||||||||||||||||||||||||||||||||||
III-3
CANADA
U.S. $3,000,000,000 2.375% United States Dollar Bonds due September 10, 2014
Secondary Market Distribution Report for the period
from to (continued)
from to (continued)
| CANADA DOMESTIC | ||||||||||||
| No. of | Order Size | |||||||||||
| Type of Investor | Sales | U.S. $ Amount | Range | |||||||||
Bank Portfolios |
||||||||||||
Central Banks |
||||||||||||
Government Funds |
||||||||||||
— Central/State |
||||||||||||
— Local |
||||||||||||
Individuals |
||||||||||||
Insurance Companies |
||||||||||||
— Life |
||||||||||||
— Casualty |
||||||||||||
Investment Managers |
||||||||||||
— Bank/Trust |
||||||||||||
— Others |
||||||||||||
Pension Funds |
||||||||||||
— Government |
||||||||||||
— Corporate |
||||||||||||
Broker/Dealers |
||||||||||||
Corporate |
||||||||||||
| JAPAN DOMESTIC | ||||||||||||
| No. of | Order Size | |||||||||||
| Type of Investor | Sales | U.S. $ Amount | Range | |||||||||
Bank Portfolios |
||||||||||||
Central Banks |
||||||||||||
Government Funds |
||||||||||||
— Central/State |
||||||||||||
— Local |
||||||||||||
Individuals |
||||||||||||
Insurance Companies |
||||||||||||
— Life |
||||||||||||
— Casualty |
||||||||||||
Investment Managers |
||||||||||||
— Bank/Trust |
||||||||||||
— Others |
||||||||||||
Pension Funds |
||||||||||||
— Government |
||||||||||||
— Corporate |
||||||||||||
Broker/Dealers |
||||||||||||
Corporate |
||||||||||||
III-4
