Solicitation of Consents
TRANSFER RESTRICTIONS
None of the Modified Notes have been or will be registered under the Securities Act and they may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Accordingly, the Modified Notes are being offered and sold only
(a) in the United States to holders of Eligible Notes who are “qualified institutional buyers” (as defined in Rule 144A under the
Securities Act) (each a “QIB”), and
(b) outside the United States to Eligible Holders. As used herein, the term “United States” has the meanings given to them in Regulation S.
The distribution of this Consent Solicitation Statement is restricted by law in certain jurisdictions. Persons into whose possession this
Consent Solicitation Statement comes are required by the Province to inform themselves of and to observe any of these restrictions.
This Consent Solicitation Statement does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any
jurisdiction in which an offer or solicitation is not authorized or in which the person making an offer or solicitation is not qualified
to do so or to any person to whom it is unlawful to make an offer or solicitation. None of the Province, the Consent Solicitation Agents
or the Information and Tabulation Agent accepts any responsibility for any violation by any person of the restrictions applicable in any
jurisdiction.
The Modified Notes will be subject to the following restrictions on transfer. Holders of Modified Notes are advised to consult legal counsel prior to making any offer, resale, pledge or transfer of their Modified Notes.
If a Consent is delivered in respect of any Eligible Notes that you beneficially own, you will be deemed to have made the following acknowledgments, representations to and agreements with the Province:
1. You acknowledge that:
a. the Modified Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and are being
offered for resale in transactions that do not require registration under the Securities Act or the securities laws of any other jurisdiction; and
b. unless so registered, the Modified Notes may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or any other applicable securities laws, and in each case in compliance with the conditions for transfer set forth below;
2. You represent that you are not an affiliate (as defined in Rule 144 under the Securities Act) of the Province and you are not acting on behalf of the Province and that either:
a. you are a QIB and are acquiring the Modified Notes for your own account or for the account of another QIB; or
b. you are located outside of the United States in reliance on Regulation S under the Securities Act;
3. You represent that, if you are in any EEA Member State or in the UK, you are a “qualified investor” as defined in the Prospectus Regulation;
4. You represent that, if you are located in the UK, you are a relevant person (as this term is defined in “Notice to Prospective Investors in the United Kingdom”);
5. You agree on your own behalf and on behalf of any investor account for which you are delivering a Consent, and each subsequent holder of Modified Notes by its acceptance of the Modified Notes will agree, that the Modified Notes may be offered, sold or otherwise transferred only:
a. to the Province;
b. inside the United States to a QIB in compliance with Rule 144A under the Securities Act;
c. outside the United States in compliance with Rule 903 or 904 under the Securities Act;
d. pursuant to a registration statement that has been declared effective under the Securities Act;
e. in any other jurisdiction in compliance with local securities laws;
6. You acknowledge that the Province and the Trustee reserve the right to require, in connection with any offer, sale or other transfer of Modified Notes, the delivery of written certifications and/or other information satisfactory to the Province and the trustee as to compliance with the transfer restrictions referred to above;
7. You agree to deliver to each person to whom you transfer Modified Notes notice of any restrictions on transfer of such Modified Notes;
8. You acknowledge that each Modified Note delivered to any QIB will contain a legend substantially to the following effect:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ONE OR MORE QUALIFIED INSTITUTIONAL BUYERS IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
(2) OUTSIDE THE UNITED STATES PURSUANT TO THE TERMS AND CONDITIONS OF REGULATION S UNDER THE SECURITIES ACT OR
(3) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND
(B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.
THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES
AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTISES
RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL BE DEEMED BY THE ACCEPTANCE OF
THIS SECURITY TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.
THIS LEGEND CAN ONLY BE REMOVED AT THE OPTION AND DIRECTION OF THE PROVINCE.
9. You acknowledge that the Province and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations,
warranties and agreements. You agree that if any of the acknowledgments, representations or warranties deemed to have been made by the
delivery of a Consent in respect of any Eligible Notes beneficially owned by you is no longer accurate, you shall promptly notify the
Province and the Information and Tabulation Agent. If you are delivering a Consent as a fiduciary or agent for one or more investor accounts,
you represent that you have sole investment discretion with respect to each of those accounts and that you have full power to make the
foregoing acknowledgments, representations, warranties and agreements on behalf of each account.
