PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA") without an up-to-datePRIIPS KID being in place with the prior written consent of RBC Europe Limited and provided in accordance with the PRIIPS Regulation. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129. If the aforementioned consent of RBC Europe Limited has not been received then no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK") without an up-to-dateUK PRIIPS KID being in place with the prior written consent of RBC Europe Limited and provided in accordance with the PRIIPS Regulation. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation. If the aforementioned consent of RBC Europe Limited has not been received then no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
THE NOTES ARE SUBJECT TO CONVERSION IN WHOLE OR IN PART - BY MEANS OF A TRANSACTION OR SERIES OF TRANSACTIONS AND IN ONE OR MORE STEPS - INTO COMMON SHARES OF ROYAL BANK OF CANADA OR ANY OF ITS AFFILIATES UNDER SUBSECTION 39.2(2.3) OF THE CANADA DEPOSIT INSURANCE CORPORATION ACT (CANADA) ("CDIC ACT") AND TO VARIATION OR EXTINGUISHMENT IN CONSEQUENCE AND SUBJECT TO THE APPLICATION OF THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN IN RESPECT OF THE OPERATION OF THE CDIC ACT WITH RESPECT TO THE NOTES.
Pricing Supplement dated 13 June 2024
ROYAL BANK OF CANADA (a Canadian chartered bank)
1
Legal entity identifier (LEI): ES7IP3U3RHIGC71XBU11
Issue of USD 5,000,000 Callable Fixed Coupon Notes due June 2034
under the Programme for the Issuance of Securities
PART A- CONTRACTUAL TERMS
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to either of Article 3 of the Prospectus Regulation or section 85 of the FSMA or to supplement a prospectus pursuant to either of Article 23 of the Prospectus Regulation or Article 23 of the UK Prospectus Regulation, in each case, in relation to such offer.
This document constitutes the Pricing Supplement for the Notes described herein. This document must be read in conjunction with the Structured Securities Base Prospectus dated July 14, 2023 as supplemented by the supplements dated August 29, 2023, December 18, 2023, January 03, 2024, March 04, 2024, April 02, 2024, and June 04, 2024 (the "Base Prospectus"). Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of this Pricing Supplement and the Base Prospectus. Copies of the Base Prospectus may be obtained from the offices of the Issuer, Royal Bank Plaza, 200 Bay Street, 8th Floor, South Tower, Toronto, Ontario, Canada and the offices of the Issuing and Paying Agent, 160 Queen Victoria Street, London EC4V 4LA, England and in electronic form on the Luxembourg Stock Exchange's website (www.bourse.lu).
For the purposes hereof:
"UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA;
"EUWA" means the European Union (Withdrawal) Act 2018; and
"FSMA" means the Financial Services and Markets Act 2000.
By investing in the Notes, each investor represents that:
- Non-Reliance.It is acting for its own account, and it has made its own independent decisions to invest in the Notes and as to whether the investment in the Notes is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the Issuer or any Dealer as investment advice or as a recommendation to invest in the Notes, it being understood that information and explanations related to the terms and conditions of the Notes shall not be considered to be investment advice or a recommendation to invest in the Notes. No communication (written or oral) received from the Issuer or any Dealer shall be deemed to be an assurance or guarantee as to the expected results of the investment in the Notes.
- Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts the terms and conditions and the risks of the investment in the Notes. It is also capable of assuming, and assumes, the risks of the investment in the Notes.
- Status of Parties. Neither the Issuer nor any Dealer is acting as fiduciary for or adviser to it in respect of the investment in the Notes.
2
-
Issuer:
Branch of Account / Branch: - (i) Series Number:
- Tranche Number:
- Specified Currency or Currencies: (Condition 1.12)
- Aggregate Principal Amount:
- Series:
- Tranche:
- Issue Price:
- (a) Specified Denominations:
- Calculation Amount:
- Minimum Trading Size:
- (i) Issue Date:
- Interest Commencement Date:
- Trade Date:
- Maturity Date:
- Interest Basis:
- (a) Redemption Basis:
- Protection Amount:
- Change of Interest Basis:
- Put Option/ Call Option/ Trigger Early Redemption:
- Date Board approval for issuance of Notes obtained:
- Bail-inableSecurities:
- Method of distribution:
Royal Bank of Canada
Toronto Branch
1 USD
USD 5,000,000
USD 5,000,000
USD 5,000,000
100% of the Aggregate Principal Amount USD 1,000
USD 1,000
USD 1,000
13 June 2024
Issue Date
29 May 2024
13 June 2034, subject to the details specified below under item 21
5.55% p.a Fixed Rate Redemption at par Not Applicable
Not Applicable
Call Option
(Further particulars specified below) Not Applicable
Yes
Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16. Fixed Rate Note Provisions | Applicable |
(Condition 4.02/4.02a) |
3
(i) | Rate(s) of Interest: | 5.55% per annum |
(ii) | Interest Payment Date(s): | The 13th of each June in each year, commencing |
on 13 June 2025, with a final payment on the | ||
Maturity Date, subject to adjustment for payment | ||
purpose only in accordance with the Business Day | ||
Convention set out in (iv) below, subject to the | ||
exercise of the Call Option as set out below | ||
(iii) | Adjusted Interest Period(s): | Not Applicable |
(iv) | Business Day Convention: | Following Business Day Convention |
(v) | Fixed Coupon Amount(s): | Rate(s) of Interest multiplied by the Day Count |
Fraction multiplied by the Calculation Amount | ||
(vi) | Broken Amount(s): | Not Applicable |
(vii) | Day Count Fraction: | 30/360 |
(viii) | Determination Dates: | Not Applicable |
(ix) | Default Rate: | As set out in Condition 4.06 |
- Other terms relating to the Not Applicable method of calculating interest
for Fixed Rate Notes:
17. | Floating Rate Note Provisions | Not Applicable | |
(Condition 4.03) | |||
18. | Zero Coupon Note Provisions | Not Applicable | |
19. | Reference Item Linked Interest Notes | Not Applicable | |
20. | Dual Currency Note Provisions | Not Applicable | |
PROVISIONS RELATING TO REDEMPTION | |||
21. | Call Option | Applicable | |
(Condition 5.03) | |||
(i) | Optional Redemption Date(s): | The 13th of each June in each year, from and | |
including 13 June 2026 up to and excluding the | |||
Maturity Date, subject to adjustment in | |||
accordance with the Following Business Day | |||
Convention |
- Optional Redemption Amount(s) of each Note:
- Redeemable in part:
- Notice period
Calculation Amount X 100%
Not Applicable
Minimum period: 5 (Five) London and New York Business Days
Maximum period: Not Applicable
4
22. Put Option | Not Applicable |
(Condition 5.06) |
23. Notice periods for Early Redemption for Taxation Reasons:
(i) | Minimum period: | 30 days |
(ii) | Maximum period: | 60 days |
24. TLAC Disqualification Events: | Not Applicable |
25. Notice periods for Redemption for Illegality:
(i) | Minimum period: | 10 days | |
(ii) | Maximum period: | 30 days | |
26. | Trigger Early Redemption | Not Applicable | |
(Condition 5.08 and Condition 30.02) | |||
27. | Final Redemption Amount | 100% x Calculation Amount |
28. Early Redemption Amount
(i) | Early Redemption Amount(s) | As per Condition 5.10 |
payable on redemption for | ||
taxation reasons, illegality or | ||
on event of default or other | ||
early redemption (including, in | ||
the case of Index Linked | ||
Notes, following an Index | ||
Adjustment Event in | ||
accordance with Condition 7, | ||
or in the case of Equity Linked | ||
Notes, following a Potential | ||
Adjustment Event and/or De- | ||
listing and/or Merger Event | ||
and/or Nationalisation and/or | ||
Insolvency and/or Tender | ||
Offer in accordance with | ||
Condition 8, or in the case of | ||
Equity Linked Notes, Index | ||
Linked Notes or Fund Linked | ||
Notes (involving ETFs), | ||
following an Additional | ||
Disruption Event (if applicable) | ||
(if required): |
- Early Redemption Amount includes amount in respect of accrued interest:
Yes: no additional amount in respect of accrued interest to be paid
5
PROVISIONS RELATING TO REFERENCE ITEM LINKED NOTES
29. Settlement Method
Whether redemption of the Notes will be Cash Settlement by (a) Cash Settlement or (b) Physical
Delivery or (c) Cash Settlement and/or Physical Delivery and whether option to vary settlement:
30. Final Redemption Amount for Not Applicable
Reference Item Linked Notes
31. | Multi-Reference Item Linked Notes | Not Applicable |
32. | Currency Linked Note Provisions | Not Applicable |
33. | Commodity Linked Note Provisions | Not Applicable |
34. | Index Linked Note Provisions (Equity | Not Applicable |
Indices only) | ||
35. | Equity Linked Note Provisions | Not Applicable |
36. | Fund Linked Note Provisions | Not Applicable |
37. | Credit Linked Note Provisions | Not Applicable |
38. | Dual Currency Note Provisions | Not Applicable |
39. | Preference Share Linked Notes | Not Applicable |
40. Bond Linked Redemption Note Not Applicable
Provisions
41. | Actively Managed Basket Linked Note | Not Applicable | |
Provisions | |||
42. | Physical Delivery | Not Applicable | |
GENERAL PROVISIONS APPLICABLE TO THE NOTES | |||
43. | (i) | New Global Note: | No |
(ii) | Form of Notes: | Bearer Notes |
- Financial Centre(s), TARGET or other special provisions relating to payment dates:
- Relevant Renminbi Settlement Centre
Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note
London and New York
Not Applicable
6
46. Talons for future Coupons to be attached No to Definitive Notes (and dates on which such Talons mature):
(Condition 1.06)
-
Details relating to Partly Paid Notes: Not Applicable amount of each payment comprising the
Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: - Details relating to Instalment Notes: Not Applicable amount of each instalment ("Instalment
Amounts"), date on which each payment is to be made ("Instalment Dates"):
49. | Redenomination provisions: | Not Applicable |
50. | Consolidation provisions: | Not Applicable |
51. Name and address of Calculation Agent: Royal Bank of Canada, London Branch
52. | Name and address of RMB Rate | Not Applicable |
Calculation Agent: | ||
53. | Issuer access to the register of creditors | No |
(Sw. skuldboken) in respect of | ||
Swedish Notes: | ||
54. | Exchange Date: | On or after 40 calendar days following the Issue |
Date | ||
55. | The Aggregate Principal Amount of the | Not Applicable |
Notes issued has been translated into | ||
U.S. dollars at the rate of U.S.$1.00 = [ ], | ||
producing a sum of: | ||
56. | Governing law of Notes (if other than the | Not Applicable |
laws of the Province of Ontario and the | ||
federal laws of Canada applicable | ||
therein): | ||
57. | Alternative Payment Currency: | Not Applicable |
58. | Masse: | Not Applicable |
7
8
PART B - OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING
Listing/Admission to trading: | Not Applicable |
2. RATINGS
Ratings: | Not Applicable |
- INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. - OPERATIONAL INFORMATION
(i) | ISIN: | XS2819142949 |
(ii) | Common Code: | 281914294 |
(iii) | CFI: | See the website of the Association of |
National Numbering Agencies (ANNA) or | ||
alternatively sourced from the responsible | ||
National Numbering Agency that assigned | ||
the ISIN | ||
(iv) | FISN: | See the website of the Association of |
National Numbering Agencies (ANNA) or | ||
alternatively sourced from the responsible | ||
National Numbering Agency that assigned | ||
the ISIN | ||
(v) | Any clearing system(s) other than | Not Applicable |
Euroclear and Clearstream, Luxembourg, | ||
their addresses and the relevant | ||
identification number(s): | ||
(vi) | Any clearing system(s) other than Euroclear | Not Applicable |
and Clearstream, Luxembourg, their | ||
addresses and the relevant identification | ||
number(s): |
- Delivery:
- Name(s) and address(es) of Initial Paying Agents, French Paying Agent, Registrar and Transfer Agents:
Delivery against payment
The Bank of New York Mellon, London Branch
160 Queen Victoria Street
London EC4V 4LA
- Names and addresses of additional Paying Agent(s), Registrar and Transfer Agents (if any):
- Intended to be held in a manner which would allow Eurosystem eligibility:
5. DISTRIBUTION
- Method of distribution:
- If syndicated, names of Managers:
- Stabilising Manager(s) (if any):
- If non-syndicated, name of Dealer:
Not Applicable
No
Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safe-keeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
Non-syndicated
Not Applicable
Not Applicable
RBC Europe Limited
100 Bishopsgate London EC2N 4AA
(v) | U.S. Selling Restrictions: | Super Reg S; TEFRA D rules apply |
(vi) | Canadian Sales: | Canadian Sales Not Permitted |
(vii) | Additional selling restrictions: | Not Applicable |
(viii) | Prohibition of Sales to EEA Retail | Applicable, other than with respect to offers |
Investors: | of the Notes for which a PRIIPs KID is being | |
prepared. | ||
(ix) | Prohibition of Sales to UK Retail | Applicable, other than with respect to offers |
Investors: | of the Notes for which a UK PRIIPs KID is | |
being prepared. | ||
(x) | Prohibition of Offer to Private Clients in | Applicable |
Switzerland: |
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Disclaimer
RBC - Royal Bank of Canada published this content on 17 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 June 2024 19:12:22 UTC.