Information Memorandum – Short-term Promissory Notes
Description
The Manitoba Hydro-Electric Board
The Manitoba Hydro-Electric Board, also referred to as Manitoba Hydro, (the “Corporation”) was established as an agent of the Crown in right of the Province of Manitoba by an Act of the Provincial Legislature passed in 1949 and now operates under The Manitoba Hydro Act. The intent, purpose and object of the corporation as stated in the Act is “to provide for the continuance of a supply of power adequate for the needs of the province, and to engage in and to promote economy and efficiency in the development, generation, transmission, distribution, supply and end-use of power.” The Corporation’s head office is located in the City of Winnipeg, Province of Manitoba, Canada.
Description of Short-Term Promissory Notes
Principal Amount:
The principal amount of short-term promissory notes (the “Notes”) outstanding at any one time shall not exceed in the aggregate the sum of $500,000,000.00 in Canadian and/or United States funds and/or equivalent Canadian funds in other foreign currencies.
Form:
Canada: Notes will be issued in the name of The Manitoba Hydro-Electric Board and registered in the nominee name of The Canadian Depository for Securities Limited. (“CDS & Co.”) on behalf of its participants in its Debt Clearing Service. The Notes may be issued as interest bearing Notes or as non-interest bearing Notes at a discount. No physical Notes will be issued or delivered. A Note will be held by the Issuing Agent, as Safekeeper on behalf of CDS & Co. Each issuance and placement of Notes is recorded by means of electronic book-entry.
The book-entry Notes will be subject to the Depository Bills and Notes Act (Canada).
United States: Notes will be issued in the name of The Manitoba Hydro-Electric Board and registered in the nominee name of The Depository Trust Company (“DTC.”). The Notes may be issued as interest bearing Notes or as non-interest bearing Notes at a discount. No physical Notes will be issued or delivered. The Master Note will be held by the Issuing Agent, as Custodian, on behalf of DTC. Each issuance and placement of Notes is recorded by means of electronic book-entry.
The book-entry Notes will be subject to the Uniform Commercial Code of the United States, as revised.
Maturities:
Canada: Notes issued will not exceed one year from the respective dates of issue.
United States: Notes issued will not exceed nine months from the respective dates of issue.
Issuing and Paying Agent:
Canada: Canadian Imperial Bank of Commerce (“CIBC”), Main Offices in Toronto.
United States: Bank of New York, 101 Barclay Street, New York, NY 10286
Payment and Delivery:
Canada: Same day delivery will be made to the purchaser or his agent against payment in Toronto of immediately available funds.
At maturity, payment will be made on behalf of the Corporation through CIBC of immediately available funds.
United States: Same day delivery will be made to the purchaser or his agent against payment in New York by interbank wire transfer (Fedwire) of immediately available funds.
At maturity, payment will be made on behalf of the Corporation through the Bank of New York by interbank wire transfer (Fedwire) of immediately available funds.
Rating:
Notes are rated A-1+ by Standard & Poor’s and P-1 by Moody’s Investors Service.
Guarantee:
The Notes of the Corporation are unconditionally guaranteed as to principal and interest, if any, by the Government of Manitoba.
Bank Lines of Credit:
The Corporation maintains bank lines of credit in Canadian and United States funds and liquid assets in amounts which, at all times in its opinion, will be sufficient to meet the payment of outstanding Notes.
Non-Resident Tax:
There are no withholding taxes payable under the laws of Canada or of the Province of Manitoba in respect of the Notes or the interest thereon, if any, by owners who are non-residents of Canada; there are no other income taxes or capital gains taxes payable under the laws of Canada or of the Province of Manitoba in respect of the Notes or the interest thereon, if any, by owners who are non-residents of Canada who do not use or hold the Notes in carrying on business in Canada.
Eligibility:
As outlined and qualified in the opinions of counsel, which opinions form part of this Information Memorandum, the Notes are eligible investments under:
- Insurance Companies Act (Canada)
- Trust and Loan Companies Act (Canada)
- Pension Benefits Standards Act (Canada)
- Loan and Trust Corporations Act (Ontario)
- Insurance Act (Ontario)
- Pension Benefits Act (Ontario)
