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 26 April 2024
ROYAL BANK OF CANADA (a Canadian chartered bank)
Legal entity identifier (LEI): ES7IP3U3RHIGC71XBU11
Issue of EUR 50,000,000 Zero Coupon Callable Notes due April 2044
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, and April 02, 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.
1. | Issuer: | Royal Bank of Canada | |
Branch of Account / Branch: | London Branch | ||
2. | (i) | Series Number: | |
(ii) | Tranche Number: | 1 | |
3. | Specified Currency or Currencies: | EUR | |
(Condition 1.12) | |||
4. | Aggregate Principal Amount: | EUR 50,000,000 | |
(i) | Series: | EUR 50,000,000 | |
(ii) | Tranche: | EUR 50,000,000 | |
5. | Issue Price: | 100.00% of the Aggregate Principal Amount | |
6. | (a) | Specified Denominations: | EUR 100,000 |
(b) | Calculation Amount: | EUR 100,000 | |
(c) | Minimum Trading Size: | EUR 100,000 | |
7. | (i) | Issue Date: | 26 April 2024 |
- Interest Commencement Date: Not Applicable
(iii) | Trade Date: | 10 April 2024 | |
8. | Maturity Date: | 26 April 2044, subject to the details specified below | |
under item 21 | |||
9. | Interest Basis: | Zero Coupon | |
10. | (a) | Redemption Basis: | Subject to any purchase and cancellation or early |
redemption, the Notes will be redeemed on the Maturity | |||
Date at 241.171402% of the Calculation Amount (further | |||
particulars specified below) | |||
(b) | Protection Amount: | Not Applicable | |
11. | Change of Interest or | Not Applicable | |
Redemption/Payment Basis: | |||
12. | Put Option/ Call Option/ Trigger Early | Call Option | |
Redemption: | (further particulars specified below) | ||
13. | Date Board approval for issuance of | Not Applicable | |
Notes obtained: | |||
14. | Bail-inable Securities: | Yes | |
15. | Method of distribution: | Non-syndicated |
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16. | Fixed Rate Note Provisions | Not Applicable | ||||
(Condition 4.02 / 4.02a) | ||||||
17. | Floating Rate Note Provisions | Not Applicable | ||||
(Condition 4.03) | ||||||
18. | Zero Coupon Note Provisions | Applicable | ||||
(i) | Accrual Yield: | 4.50% per annum | ||||
(ii) | Reference Price: | EUR 100,000 per Calculation Amount | ||||
(iii) | Any other formula/basis of | Not Applicable | ||||
determining amount payable: | ||||||
(iv) | Day Count Fraction: | 30/360 (Unadjusted) | ||||
(v) | Determination Dates | Not Applicable | ||||
(vi) | Early Redemption Amount: | Zero Coupon Early Redemption Amount 1 | ||||
19. | Reference Item Linked Interest | Not Applicable | ||||
Notes | ||||||
20. | Dual Currency Note Provisions | Not Applicable | ||||
PROVISIONS RELATING TO REDEMPTION | ||||||
21. | Call Option | Applicable | ||||
(Condition 5.03) | ||||||
(i) | Optional Redemption | See first column of the table in 21(ii) below | ||||
Date(s): | ||||||
(ii) | Optional Redemption | In accordance with the table below | ||||
Amount(s) of each Note and | ||||||
method, if any, of calculation | ||||||
of such amount(s): | ||||||
Optional | Optional Redemption Price (expressed as | Optional Redemption Amount per | ||||
Redemption Date | a percentage of the Calculation Amount) | Calculation Amount | ||||
26/04/2031 | 136.086183% | Calculation Amount * 136.086183% | ||||
(iii) | Redeemable in part: | Not Applicable |
(iv) | Notice periods: | Minimum period: 5 TARGET Business Days |
Where: |
"TARGET Business Days" means a day on which | |
commercial banks and foreign exchange markets settle | |
payments and are open for general business in TARGET. | |
Maximum period: Not Applicable | |
22. Put Option | Not Applicable |
(Condition 5.06) |
23. Notice periods for Early Redemption for Taxation Reasons
(i) | Minimum period: | 15 days |
(ii) | Maximum period: | 30 days |
24. TLAC Disqualification Event | Not Applicable |
25. Notice periods for Redemption for Illegality
(i) | Minimum period: | 15 days | |
(ii) | Maximum period: | 30 days | |
26. | Trigger Early Redemption | Not Applicable | |
(Condition 5.09) | |||
27. | Final Redemption Amount of each | Calculation Amount x 241.171402% | |
Note |
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 and/or the | ||
method of calculating the | ||
same (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), or in the case of Fund Linked Notes, following
a Fund Event or De-listing, Material Underlying Event, Merger Event, Nationalisation or Tender Offer in accordance with Conditions 11 and 12) (if required):
- Early Redemption Amount includes amount in respect of accrued interest:
Yes: no additional amount in respect of accrued interest to be paid
PROVISIONS RELATING TO REFERENCE ITEM LINKED NOTES
29. Settlement Method
Whether redemption of the | Cash Settlement | |
Notes will be 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 | Not Applicable |
Provisions | ||
34. | Index Linked Note Provisions | Not Applicable |
(Equity 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 | Not Applicable |
Note Provisions |
42. | Physical Delivery | Not Applicable | |
GENERAL PROVISIONS APPLICABLE TO THE NOTES | |||
43. | (i) | New Global Note: | No |
(ii) | Form of Notes: | Bearer Notes | |
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 | |||
44. | Financial Centre(s) or other special | TARGET | |
provisions relating to payment dates: | |||
45. | Relevant Renminbi Settlement | Not Applicable | |
Centre: | |||
46. | Talons for future Coupons or | No | |
Receipts to be attached to Definitive | |||
Notes (and dates on which such | |||
Talons mature): | |||
(Condition 1.06) | |||
47. | 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]: | |||
48. | 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 | Royal Bank of Canada, London Branch | |
Agent: | 100 Bishopsgate | ||
London, EC2N 4AA | |||
52. | Name and address of RMB Rate | Not Applicable | |
Calculation Agent: | |||
53. | Issuer access to the register of | Not Applicable | |
creditors (Sw. skuldboken) in respect | |||
of Swedish Notes: |
54. Other terms or special conditions:
The Maturity Date and any Optional Redemption Date are subject to adjustment for payment purposes only in accordance with the "Following Business Day Convention" (as defined in Condition 4.11) where the Business Days are TARGET.
55. | Exchange Date: | On or after 40 calendar days following the Issue Date |
56. | The Aggregate Principal Amount of | Not Applicable |
the Notes issued has been translated | ||
into U.S. dollars at the rate of | ||
U.S.$1.00 = [ ], producing a sum of: | ||
57. | Governing law of Notes (if other than | Not Applicable |
the laws of the Province of Ontario | ||
and the federal laws of Canada | ||
applicable therein): | ||
58. | Alternative Currency Payment: | Not Applicable |
59. | Masse: | Not Applicable |
PART B - OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING
Listing/Admission to trading: | Application has been made by the Issuer (or on its behalf) |
for the Notes to be admitted to trading on Euronext Dublin's | |
Global Exchange Market and listed on the Official List of | |
Euronext Dublin. |
2. RATINGS
Ratings: | The Notes to be issued are expected to be rated AA- by |
Fitch Ratings Inc. |
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Managers and as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the issue.
4. OPERATIONAL INFORMATION
- ISIN:
- Common Code:
- CFI:
- FISN:
- Other Identification Number:
- Any clearing system(s) other than Euroclear 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:
XS2775836666
277583666
As set out on the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN
As set out on the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN
Not Applicable
Not Applicable
Delivery against payment
Issuing and Paying Agent:
The Bank of New York Mellon, London Branch
160 Queen Victoria Street
London
EC4V 4LA
England
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Disclaimer
RBC - Royal Bank of Canada published this content on 26 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2024 15:48:31 UTC.