Notice to Noteholders - A&R Final Terms

Royal Bank of Canada

02 April 2024

 

Regulatory Announcement

Royal Bank of Canada

2 April, 2024

Not for release, publication or distribution, directly or indirectly, in or into the United States.

Notice to Noteholders and Publication of Amended and Restated Final Terms

Immediately following Royal Bank of Canada's acquisition of HSBC Bank Canada ("HSBC Canada"), the €750,000,000 0.01 per cent. Covered Bonds due 14 September, 2026 (Series CBL5, ISIN: XS2386287762) ("Series CBL5"), €1,000,000,000 1.500 per cent. Covered Bonds due 15 September, 2027 (Series CBL6, ISIN: XS2481285349) ("Series CBL6") and €1,000,000,000 3.625 per cent. Covered Bonds due 7 March, 2028, Series CBL7 (ISIN: XS2595029344) ("Series CBL7", and collectively with Series CBL5 and Series CBL6, the "Outstanding Covered Bonds") outstanding under the HSBC Canada CAD 10,000,000,000 Global Legislative Covered Bond Programme (the "CAD Programme") unconditionally and irrevocably guaranteed as to payments by HSBC Canadian Covered Bond (Legislative) Guarantor Limited Partnership (as it was then known) (the "CAD Programme Guarantor") became Covered Bonds under Royal Bank of Canada's €75,000,000,000 Global Covered Bond Programme (the "RBC Programme") unconditionally and irrevocably guaranteed as to payments by RBC Covered Bond Guarantor Limited Partnership (the "Guarantor LP") (the "Migration").

Series CBL5, Series CBL6 and Series CBL7 formerly under the CAD Programme now constitute Series CB94, Series CB95 and Series CB96, respectively, under the RBC Programme.

As a result of the Migration:

·      the Outstanding Covered Bonds benefit from the guarantee of the Guarantor LP under the amended and restated trust deed dated 27 July, 2023 in respect of the RBC Programme (as supplemented, the "RBC Programme Trust Deed")

·      Computershare Trust Company of Canada, the bond trustee under the RBC Programme, is the bond trustee in respect of the Outstanding Covered Bonds

·      The Bank of New York Mellon, London Branch, acting through its offices at 160 Queen Victoria Street, London EC4V 4LA, United Kingdom, is the Issuing and Paying Agent and Transfer Agent in respect of the Outstanding Covered Bonds

·      The Bank of New York Mellon SA/NV, Luxembourg Branch, acting through its offices at Vertigo Building - Polaris, 2-4 rue Eugène Ruppert, L-2453, Luxembourg, is the European Registrar in respect of the Outstanding Covered Bonds

·      events of default under the terms of the Outstanding Covered Bonds are now those applicable in respect of the RBC Programme

·      the Branch of Deposit for the Outstanding Covered Bonds is now the main branch of Royal Bank of Canada, in Toronto

·      the Outstanding Covered Bonds have ceased to be Covered Bonds under the CAD Programme and the CAD Programme Guarantor has been released from any further obligations in respect of the Outstanding Covered Bonds

The Migration has been carried out pursuant to the terms of a supplemental trust deed dated 29 March, 2024 (the "Supplemental Trust Deed") entered into between Royal Bank of Canada, Computershare Trust Company of Canada, as bond trustee under each of the CAD Programme and the RBC Programme, the Guarantor LP and the CAD Programme Guarantor, which supplements the RBC Programme Trust Deed.

Amended and restated final terms each dated 29 March, 2024 (the "Amended and Restated Final Terms") in respect of each of the Outstanding Covered Bonds have been published today to reflect the Migration.

Terms used in the Amended and Restated Final Terms shall be deemed to be defined as such for purposes of the conditions set forth in the prospectus dated 27 July, 2023, and the supplements to it dated 25 August, 2023, 18 December, 2023, 3 January, 2024 and 29 February, 2024 prepared in connection with the RBC Programme, which together constitute a base prospectus (the "Prospectus").

The Prospectus, the RBC Programme Trust Deed, the Supplemental Trust Deed in respect of the RBC Programme, other documents executed in connection with the Migration and all documents incorporated by reference therein are available for viewing at https://www.rbc.com/investor-relations/covered-bonds.html#documents-content. Copies of each of them may be obtained from the offices of Royal Bank of Canada, 20th Floor, 200 Bay Street, Toronto, Ontario, Canada M5J 2J5, and the offices of the issuing and paying agent in respect of the RBC Programme, 160 Queen Victoria Street, London EC4V 4LA, England.

The Amended and Restated Final Terms have been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

To view the Amended and Restated Final Terms in full, please paste the following URL into the address bar of your browser:

Series CB94: http://www.rns-pdf.londonstockexchange.com/rns/9013I_1-2024-4-1.pdf

Series CB95: http://www.rns-pdf.londonstockexchange.com/rns/9013I_2-2024-4-1.pdf

Series CB96: http://www.rns-pdf.londonstockexchange.com/rns/9013I_3-2024-4-1.pdf

Full information on Royal Bank of Canada and the Outstanding Covered Bonds is only available on the basis of the combination of the Amended and Restated Final Terms and the Prospectus.

DISCLAIMER - INTENDED ADDRESSEES

Please note that the information contained in the Prospectus and the Amended and Restated Final Terms may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Prospectus) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the matters contained in the Prospectus and the Amended and Restated Final Terms are not addressed. Prior to relying on the information contained in the Prospectus and the Amended and Restated Final Terms you must ascertain from the Prospectus whether or not you are part of the intended addressees of the information contained therein.

In particular, the Outstanding Covered Bonds and the related Outstanding Covered Bond guarantee have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state of the United States. Accordingly, the Outstanding Covered Bonds may be resold only (i) in offshore transactions to non-U.S. persons in reliance upon Regulation S under the Securities Act or (ii) to qualified institutional buyers in reliance upon Rule 144A under the Securities Act.

Your right to access this service is conditional upon complying with the above requirement.

UK MiFIR professionals / MiFID II professionals / ECPs-only / No PRIIPs KID - Manufacturer target market (UK MiFIR product governance / MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA and the UK.

For further information, please contact:

Joe Cumming

Assistant General Counsel

Royal Bank of Canada

Telephone Number: [phone]

Fax Number: [phone]

Email: [e-mail]

 

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