REG - Royal Bank of Canada - Notice to Noteholders - A&R Final Terms

ComputershareAnnouncement

02/04/2024 09:30

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RNS Number : 9013I  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
(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
(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
(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
(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
(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: (437) 779-7209

Fax Number: (416) 955-2032

Email: joe.cumming@rbc.com

 

 

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