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Registration
Statement No. 333-275898
Filed Pursuant to Rule 424(b)(2)
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Pricing Supplement
Pricing Supplement
Dated June 14, 2024 to the Prospectus dated December 20, 2023, the Prospectus Supplement dated December 20, 2023 and the Product Supplement
No. 1A dated May 16, 2024
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$1,000,000
Capped Enhanced Return Buffer Notes
Linked to the Common Stock of Apple Inc.,
Due August 19, 2025
Royal Bank of Canada |
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Royal
Bank of Canada is offering Capped Enhanced Return Barrier Notes (the “Notes”) linked to the performance of the common stock
of Apple Inc. (the “Underlier”).
| · | Capped
Enhanced Return Potential — If the Final Underlier Value is greater than the Initial
Underlier Value, at maturity, the investor will receive a return equal to 200% of the Underlier
Return, subject to the Maximum Redemption Amount of 120.60% of the principal amount of the
Notes. |
| · | Contingent
Return of Principal at Maturity — If the Final Underlier Value is less than or
equal to the Initial Underlier Value, but is greater than or equal to the Barrier Value (90%
of the Initial Underlier Value), at maturity, the investor will receive the principal amount
of the Notes. If the Final Underlier Value is less than the Barrier Value, at maturity, the
investor will lose 1% of the principal amount of the Notes for each 1% that the Final Underlier
Value is less than the Initial Underlier Value. |
| · | The
Notes do not pay interest. |
| · | Any
payments on the Notes are subject to our credit risk. |
| · | The
Notes will not be listed on any securities exchange. |
CUSIP:
78017G6T3
Investing
in the Notes involves a number of risks. See “Selected Risk Considerations” beginning on page P-6 of this pricing supplement
and “Risk Factors” in the accompanying prospectus, prospectus supplement and product supplement.
None
of the Securities and Exchange Commission (the “SEC”), any state securities commission or any other regulatory body has approved
or disapproved of the Notes or passed upon the adequacy or accuracy of this pricing supplement. Any representation to the contrary is
a criminal offense. The Notes will not constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit
Insurance Corporation or any other Canadian or U.S. governmental agency or instrumentality. The Notes are not bail-inable notes and are
not subject to conversion into our common shares under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act.
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Per Note |
Total |
Price to public(1) |
100.00% |
$1,000,000 |
Underwriting discounts and commissions(1) |
2.00% |
$20,000 |
Proceeds to Royal Bank of Canada |
98.00% |
$980,000 |
(1) We or one of our affiliates may
pay varying selling concessions of up to $20.00 per $1,000 principal amount of Notes in connection with the distribution of the Notes
to other registered broker-dealers. Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo
some or all of their underwriting discount or selling concessions. The public offering price for investors purchasing the Notes in these
accounts may be between $980.00 and $1,000.00 per $1,000 principal amount of Notes. See “Supplemental Plan of Distribution (Conflicts
of Interest)” below.
The initial estimated value of the Notes determined
by us as of the Trade Date, which we refer to as the initial estimated value, is $973.14 per $1,000 principal amount of Notes and is
less than the public offering price of the Notes. The market value of the Notes at any time will reflect many factors, cannot be predicted
with accuracy and may be less than this amount. We describe the determination of the initial estimated value in more detail below.
| |
| Capped Enhanced Return Buffer Notes Linked to the Common Stock of Apple Inc. |
KEY TERMS
The
information in this “Key Terms” section is qualified by the more detailed information set forth in this pricing supplement
and in the accompanying prospectus, prospectus supplement and product supplement.
Issuer: |
Royal Bank of Canada |
Underwriter: |
RBC Capital Markets, LLC (“RBCCM”) |
Underlier: |
The common stock of Apple Inc. |
|
Bloomberg Ticker |
Initial Underlier Value(1) |
Barrier Value(2) |
|
AAPL UW |
$212.49 |
$191.24 |
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(1)
The closing value of the Underlier on the Trade Date |
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(2)
90% of the Initial Underlier Value (rounded to two decimal places) |
Minimum Investment: |
$1,000 and minimum denominations of $1,000 in excess thereof |
Trade Date: |
June 14, 2024 |
Issue Date: |
June 20, 2024 |
Valuation Date:* |
August 14, 2025 |
Maturity Date:* |
August 19, 2025 |
Payment at Maturity: |
The investor
will receive on the Maturity Date per $1,000 principal amount of Notes:
· If
the Final Underlier Value is greater than the Initial Underlier Value, an amount equal to the lesser of:
1. $1,000
+ ($1,000 × Underlier Return × Participation Rate); and
2. the
Maximum Redemption Amount
· If
the Final Underlier Value is less than or equal to the Initial Underlier Value, but is greater than or equal
to the Barrier Value: $1,000
· If
the Final Underlier Value is less than the Barrier Value, an amount equal to:
$1,000
+ ($1,000 × Underlier Return)
If
the Final Underlier Value is less than the Barrier Value, you will lose a substantial portion or all of your principal amount at
maturity. All payments on the Notes are subject to our credit risk. |
Participation Rate: |
200% (subject to the Maximum Redemption Amount) |
Maximum Redemption Amount: |
$1,206 (120.60% of the principal amount) |
Underlier Return: |
The Underlier
Return, expressed as a percentage, is calculated using the following formula:
Final
Underlier Value – Initial Underlier Value
Initial Underlier Value |
Final Underlier Value: |
The closing value of the Underlier on the Valuation Date |
Calculation Agent: |
RBCCM |
* Subject to postponement. See “General Terms of the Notes—Postponement
of a Determination Date” and “General Terms of the Notes—Postponement of a Payment Date” in the accompanying product
supplement.
P-2 | RBC Capital Markets, LLC |
| |
| Capped Enhanced Return Buffer Notes Linked to the Common Stock of Apple Inc. |
ADDITIONAL TERMS OF YOUR NOTES
You
should read this pricing supplement together with the prospectus dated December 20, 2023, as supplemented by the prospectus supplement
dated December 20, 2023, relating to our Senior Global Medium-Term Notes, Series J, of which the Notes are a part, and the product supplement
no. 1A dated May 16, 2024. This pricing supplement, together with these documents, contains the terms of the Notes and supersedes all
other prior or contemporaneous oral statements as well as any other written materials, including preliminary or indicative pricing terms,
correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials
of ours.
We
have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference
in this pricing supplement and the documents listed below. We take no responsibility for, and can provide no assurance as to the reliability
of, any other information that others may give you. These documents are an offer to sell only the Notes offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do so. The information contained in each such document is current only as of
its date.
If
the information in this pricing supplement differs from the information contained in the documents listed below, you should rely on the
information in this pricing supplement.
You
should carefully consider, among other things, the matters set forth in “Selected Risk Considerations” in this pricing supplement
and “Risk Factors” in the documents listed below, as the Notes involve risks not associated with conventional debt securities.
We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Notes.
You
may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for
the relevant date on the SEC website):
| · | Prospectus
dated December 20, 2023: |
https://www.sec.gov/Archives/edgar/data/1000275/000119312523299520/d645671d424b3.htm
| · | Prospectus
Supplement dated December 20, 2023: |
https://www.sec.gov/Archives/edgar/data/1000275/000119312523299523/d638227d424b3.htm
| · | Product
Supplement No. 1A dated May 16, 2024: |
https://www.sec.gov/Archives/edgar/data/1000275/000095010324006777/dp211286_424b2-ps1a.htm
Our
Central Index Key, or CIK, on the SEC website is 1000275. As used in this pricing supplement, “Royal Bank of Canada,” the
“Bank,” “we,” “our” and “us” mean only Royal Bank of Canada.
P-3 | RBC Capital Markets, LLC |
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| Capped Enhanced Return Buffer Notes Linked to the Common Stock of Apple Inc. |
HYPOTHETICAL RETURNS
The
table and examples set forth below illustrate hypothetical payments at maturity for hypothetical performance of the Underlier, based
on the Barrier Value of 90% of the Initial Underlier Value, the Participation Rate of 200% and the Maximum Redemption Amount of $1,206.
The table and examples are only for illustrative purposes and may not show the actual return applicable to a purchaser of the Notes.
Hypothetical Underlier Return |
Payment at Maturity per $1,000 Principal Amount of Notes |
Payment at Maturity as Percentage of Principal Amount |
50.000% |
$1,206.00 |
120.600% |
40.000% |
$1,206.00 |
120.600% |
30.000% |
$1,206.00 |
120.600% |
20.000% |
$1,206.00 |
120.600% |
10.300% |
$1,206.00 |
120.600% |
10.000% |
$1,200.00 |
120.000% |
5.000% |
$1,100.00 |
110.000% |
2.000% |
$1,040.00 |
104.000% |
0.000% |
$1,000.00 |
100.000% |
-5.000% |
$1,000.00 |
100.000% |
-10.000% |
$1,000.00 |
100.000% |
-10.010% |
$899.90 |
89.990% |
-20.000% |
$800.00 |
80.000% |
-30.000% |
$700.00 |
70.000% |
-40.000% |
$600.00 |
60.000% |
-50.000% |
$500.00 |
50.000% |
-60.000% |
$400.00 |
40.000% |
-70.000% |
$300.00 |
30.000% |
-80.000% |
$200.00 |
20.000% |
-90.000% |
$100.00 |
10.000% |
-100.000% |
$0.00 |
0.000% |
Example 1 — |
The value of the Underlier
increases from the Initial Underlier Value to the Final Underlier Value by 2%. |
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Underlier
Return: |
2% |
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Payment at Maturity: |
$1,000 + ($1,000 × 2% × 200%)
= $1,000 + $40 = $1,040 |
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In
this example, the payment at maturity is $1,040 per $1,000 principal amount of Notes, for a return of 4%.
Because
the Final Underlier Value is greater than the Initial Underlier Value, the investor receives a return equal to 200% of the Underlier
Return, subject to the Maximum Redemption Amount of 120.60% of the principal amount of the Notes. |
P-4 | RBC Capital Markets, LLC |
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| Capped Enhanced Return Buffer Notes Linked to the Common Stock of Apple Inc. |
Example 2 — |
The value of the Underlier
increases from the Initial Underlier Value to the Final Underlier Value by 20%, resulting in a payment equal to the Maximum Redemption
Amount. |
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Underlier
Return: |
20% |
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Payment at Maturity: |
$1,000
+ ($1,000 × 20% × 200%) = $1,000 + $400 = $1,400
However,
the Maximum Redemption Amount is $1,206. Accordingly, you will receive a payment at maturity equal to $1,206 per $1,000 principal
amount of Notes. |
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In
this example, the payment at maturity is $1,206 per $1,000 principal amount of Notes, for a return of 20.60%, which is the maximum
return on the Notes.
This
example illustrates that the investor will not receive a payment at maturity in excess of the Maximum Redemption Amount. Accordingly,
the return on the Notes may be less than the return of the Underlier. |
Example 3 — |
The value of the Underlier
decreases from the Initial Underlier Value to the Final Underlier Value by 5% (i.e., the Final Underlier Value is below the Initial
Underlier Value but above the Barrier Value). |
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Underlier
Return: |
-5% |
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Payment at Maturity: |
$1,000 |
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In
this example, the payment at maturity is $1,000 per $1,000 principal amount of Notes, for a return of 0%.
Because
the Final Underlier Value is greater than the Barrier Value, the investor receives a full return of the principal amount. |
Example 4 — |
The value of the Underlier
decreases from the Initial Underlier Value to the Final Underlier Value by 50% (i.e., the Final Underlier Value is below the Barrier
Value). |
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Underlier
Return: |
-50% |
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Payment at Maturity: |
$1,000 + ($1,000 × -50%) = $1,000
– $500 = $500 |
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In
this example, the payment at maturity is $500 per $1,000 principal amount of Notes, representing a loss of 50% of your principal
amount.
Because
the Final Underlier Value is less than the Barrier Value, the investor does not receive a full return of the principal amount. |
Investors in the Notes could lose a substantial
portion or all of their principal amount at maturity.
P-5 | RBC Capital Markets, LLC |
| |
| Capped Enhanced Return Buffer Notes Linked to the Common Stock of Apple Inc. |
SELECTED RISK CONSIDERATIONS
An
investment in the Notes involves significant risks. We urge you to consult your investment, legal, tax, accounting and other advisers
before you invest in the Notes. Some of the risks that apply to an investment in the Notes are summarized below, but we urge you to read
also the “Risk Factors” sections of the accompanying prospectus, prospectus supplement and product supplement. You should
not purchase the Notes unless you understand and can bear the risks of investing in the Notes.
Risks
Relating to the Terms and Structure of the Notes
| · | You
May Lose a Portion or All of the Principal Amount at Maturity — If the Final Underlier
Value is less than the Barrier Value, you will lose 1% of the principal amount of your Notes
for each 1% that the Final Underlier Value is less than the Initial Underlier Value. Investors
in the Notes could lose a substantial portion or all of their principal amount at maturity. |
| · | Your
Potential Payment at Maturity Is Limited — The payment at maturity will not exceed
the Maximum Redemption Amount, regardless of any appreciation in the value of the Underlier,
which may be significant. Accordingly, your return on the Notes may be less than your return
would be if you made an investment in a security directly linked to the positive performance
of the Underlier. |
| · | The
Notes Do Not Pay Interest, and Your Return on the Notes May Be Lower Than the Return on a
Conventional Debt Security of Comparable Maturity — There will be no periodic interest
payments on the Notes as there would be on a conventional fixed-rate or floating-rate debt
security having the same maturity. The return that you will receive on the Notes, which could
be negative, may be less than the return you could earn on other investments. Even if your
return is positive, your return may be less than the return you would earn if you purchased
one of our conventional senior interest-bearing debt securities. |
| · | Payments
on the Notes Are Subject to Our Credit Risk, and Market Perceptions about Our Creditworthiness
May Adversely Affect the Market Value of the Notes — The Notes are our senior unsecured
debt securities, and your receipt of any amounts due on the Notes is dependent upon our ability
to pay our obligations as they come due. If we were to default on our payment obligations,
you may not receive any amounts owed to you under the Notes and you could lose your entire
investment. In addition, any negative changes in market perceptions about our creditworthiness
may adversely affect the market value of the Notes. |
| · | Any
Payment on the Notes Will Be Determined Based on the Closing Values of the Underlier on the
Dates Specified — Any payment on the Notes will be determined based on the closing
values of the Underlier on the dates specified. You will not benefit from any more favorable
value of the Underlier determined at any other time. |
| · | The
U.S. Federal Income Tax Consequences of an Investment in the Notes Are Uncertain —
There is no direct legal authority regarding the proper U.S. federal income tax treatment
of the Notes, and significant aspects of the tax treatment of the Notes are uncertain. You
should review carefully the section entitled “United States Federal Income Tax Considerations”
herein, in combination with the section entitled “United States Federal Income Tax
Considerations” in the accompanying product supplement, and consult your tax adviser
regarding the U.S. federal income tax consequences of an investment in the Notes. |
Risks
Relating to the Initial Estimated Value of the Notes and the Secondary Market for the Notes
| · | There
May Not Be an Active Trading Market for the Notes; Sales in the Secondary Market May Result
in Significant Losses — There may be little or no secondary market for the Notes.
The Notes will not be listed on any securities exchange. RBCCM and our other affiliates may
make a market for the Notes; however, they are not required to do so and, if they choose
to do so, may stop any market-making activities at any time. Because other dealers are not
likely to make a secondary market for the Notes, the price at which you may be able to trade
your Notes is likely to depend on the price, if any, at which RBCCM or any of our other affiliates
is willing to buy the Notes. Even if a secondary market for the Notes develops, it may not
provide enough liquidity to allow you to easily trade or sell the Notes. We |
P-6 | RBC Capital Markets, LLC |
| |
| Capped Enhanced Return Buffer Notes Linked to the Common Stock of Apple Inc. |
expect
that transaction costs in any secondary market would be high. As a result, the difference between bid and ask prices for your Notes in
any secondary market could be substantial. If you sell your Notes before maturity, you may have to do so at a substantial discount from
the price that you paid for them, and as a result, you may suffer significant losses. The Notes are not designed to be short-term trading
instruments. Accordingly, you should be able and willing to hold your Notes to maturity.
| · | The
Initial Estimated Value of the Notes Is Less Than the Public Offering Price — The
initial estimated value of the Notes is less than the public offering price of the Notes
and does not represent a minimum price at which we, RBCCM or any of our other affiliates
would be willing to purchase the Notes in any secondary market (if any exists) at any time.
If you attempt to sell the Notes prior to maturity, their market value may be lower than
the price you paid for them and the initial estimated value. This is due to, among other
things, changes in the value of the Underlier, the internal funding rate we pay to issue
securities of this kind (which is lower than the rate at which we borrow funds by issuing
conventional fixed rate debt) and the inclusion in the public offering price of the underwriting
discount, our estimated profit and the estimated costs relating to our hedging of the Notes.
These factors, together with various credit, market and economic factors over the term of
the Notes, are expected to reduce the price at which you may be able to sell the Notes in
any secondary market and will affect the value of the Notes in complex and unpredictable
ways. Assuming no change in market conditions or any other relevant factors, the price, if
any, at which you may be able to sell your Notes prior to maturity may be less than your
original purchase price, as any such sale price would not be expected to include the underwriting
discount, our estimated profit or the hedging costs relating to the Notes. In addition, any
price at which you may sell the Notes is likely to reflect customary bid-ask spreads for
similar trades. In addition to bid-ask spreads, the value of the Notes determined for any
secondary market price is expected to be based on a secondary market rate rather than the
internal funding rate used to price the Notes and determine the initial estimated value.
As a result, the secondary market price will be less than if the internal funding rate were
used. |
| · | The
Initial Estimated Value of the Notes Is Only an Estimate, Calculated as of the Trade Date
— The initial estimated value of the Notes is based on the value of our obligation
to make the payments on the Notes, together with the mid-market value of the derivative embedded
in the terms of the Notes. See “Structuring the Notes” below. Our estimate is
based on a variety of assumptions, including our internal funding rate (which represents
a discount from our credit spreads), expectations as to dividends, interest rates and volatility
and the expected term of the Notes. These assumptions are based on certain forecasts about
future events, which may prove to be incorrect. Other entities may value the Notes or similar
securities at a price that is significantly different than we do. |
The
value of the Notes at any time after the Trade Date will vary based on many factors, including changes in market conditions, and cannot
be predicted with accuracy. As a result, the actual value you would receive if you sold the Notes in any secondary market, if any, should
be expected to differ materially from the initial estimated value of the Notes.
Risks
Relating to Conflicts of Interest and Our Trading Activities
| · | Our
and Our Affiliates’ Business and Trading Activities May Create Conflicts of Interest
— You should make your own independent investigation of the merits of investing
in the Notes. Our and our affiliates’ economic interests are potentially adverse to
your interests as an investor in the Notes due to our and our affiliates’ business
and trading activities, and we and our affiliates have no obligation to consider your interests
in taking any actions that might affect the value of the Notes. Trading by us and our affiliates
may adversely affect the value of the Underlier and the market value of the Notes. See “Risk
Factors—Risks Relating to Conflicts of Interest” in the accompanying product
supplement. |
| · | RBCCM’s
Role as Calculation Agent May Create Conflicts of Interest — As Calculation Agent,
our affiliate, RBCCM, will determine any values of the Underlier and make any other determinations
necessary to calculate any payments on the Notes. In making these determinations, the Calculation
Agent may be required to make discretionary judgments, including those described under “—Risks
Relating to the Underlier” below. In making these discretionary judgments, the economic
interests of the Calculation Agent are potentially adverse to your interests as an investor
in the Notes, and any of these determinations may adversely affect any payments on the Notes.
The Calculation Agent will have no obligation to consider your interests as an investor in
the Notes in making any determinations with respect to the Notes. |
P-7 | RBC Capital Markets, LLC |
| |
| Capped Enhanced Return Buffer Notes Linked to the Common Stock of Apple Inc. |
Risks
Relating to the Underlier
| · | You
Will Not Have Any Rights to the Underlier — As an investor in the Notes, you will
not have voting rights or rights to receive dividends or other distributions or any other
rights with respect to the Underlier. |
| · | Any
Payment on the Notes May Be Postponed and Adversely Affected by the Occurrence of a Market
Disruption Event — The timing and amount of any payment on the Notes is subject
to adjustment upon the occurrence of a market disruption event affecting the Underlier. If
a market disruption event persists for a sustained period, the Calculation Agent may make
a discretionary determination of the closing value of the Underlier. See “General Terms
of the Notes—Reference Stocks and Funds—Market Disruption Events,” “General
Terms of the Notes—Postponement of a Determination Date” and “General Terms
of the Notes—Postponement of a Payment Date” in the accompanying product supplement. |
| · | Anti-dilution
Protection Is Limited, and the Calculation Agent Has Discretion to Make Anti-dilution Adjustments
— The Calculation Agent may in its sole discretion make adjustments affecting any
amounts payable on the Notes upon the occurrence of certain corporate events (such as stock
splits or extraordinary or special dividends) that the Calculation Agent determines have
a diluting or concentrative effect on the theoretical value of the Underlier. However, the
Calculation Agent might not make adjustments in response to all such events that could affect
the Underlier. The occurrence of any such event and any adjustment made by the Calculation
Agent (or a determination by the Calculation Agent not to make any adjustment) may adversely
affect the market price of, and any amounts payable on, the Notes. See “General Terms
of the Notes—Reference Stocks and Funds—Anti-dilution Adjustments” in the
accompanying product supplement. |
| · | Reorganization
or Other Events Could Adversely Affect the Value of the Notes or Result in the Notes Being
Accelerated — Upon the occurrence of certain reorganization or other events affecting
the Underlier, the Calculation Agent may make adjustments that result in payments on the
Notes being based on the performance of (i) cash, securities of another issuer and/or other
property distributed to holders of the Underlier upon the occurrence of that event or (ii)
in the case of a reorganization event in which only cash is distributed to holders of the
Underlier, a substitute security, if the Calculation Agent elects to select one. Any of these
actions could adversely affect the value of the Underlier and, consequently, the value of
the Notes. Alternatively, the Calculation Agent may accelerate the Maturity Date for a payment
determined by the Calculation Agent. Any amount payable upon acceleration could be significantly
less than any amount that would be due on the Notes if they were not accelerated. However,
if the Calculation Agent elects not to accelerate the Notes, the value of, and any amount
payable on, the Notes could be adversely affected, perhaps significantly. See “General
Terms of the Notes—Reference Stocks and Funds—Anti-dilution Adjustments—Reorganization
Events” in the accompanying product supplement. |
P-8 | RBC Capital Markets, LLC |
| |
| Capped Enhanced Return Buffer Notes Linked to the Common Stock of Apple Inc. |
INFORMATION REGARDING THE UNDERLIER
The Underlier is registered
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Companies with securities registered under the
Exchange Act are required to file financial and other information specified by the SEC periodically. Information provided to or filed
with the SEC by the issuer of the Underlier can be located on a website maintained by the SEC at https://www.sec.gov by reference to
that issuer’s SEC file number provided below. Information from outside sources is not incorporated by reference in, and should
not be considered part of, this pricing supplement. We have not independently verified the accuracy or completeness of the information
contained in outside sources.
According to publicly
available information, Apple Inc. designs, manufactures and markets smartphones, personal computers, tablets, wearables and accessories
and sells a variety of related services.
The issuer of the Underlier’s
SEC file number is 001-36743. The Underlier is listed on The Nasdaq Stock Market under the ticker symbol “AAPL.”
Historical
Information
The
following graph sets forth historical closing values of the Underlier for the period from January 1, 2014 to June 14, 2024. The red line
represents the Barrier Value. We obtained the information in the graph from Bloomberg Financial Markets, without independent investigation.
We cannot give you assurance that the performance of the Underlier will result in the return of all of your initial investment.
Common
Stock of Apple Inc.
PAST
PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
P-9 | RBC Capital Markets, LLC |
| |
| Capped Enhanced Return Buffer Notes Linked to the Common Stock of Apple Inc. |
UNITED STATES FEDERAL INCOME
TAX CONSIDERATIONS
You
should review carefully the section in the accompanying product supplement entitled “United States Federal Income Tax Considerations.”
The following discussion, when read in combination with that section, constitutes the full opinion of our counsel, Davis Polk & Wardwell
LLP, regarding the material U.S. federal income tax consequences of owning and disposing of the Notes.
Generally,
this discussion assumes that you purchased the Notes for cash in the original issuance at the stated issue price and does not address
other circumstances specific to you, including consequences that may arise due to any other investments relating to the Underlier. You
should consult your tax adviser regarding the effect any such circumstances may have on the U.S. federal income tax consequences of your
ownership of a Note.
In
the opinion of our counsel, it is reasonable to treat the Notes for U.S. federal income tax purposes as prepaid financial contracts that
are “open transactions,” as described in the section entitled “United States Federal Income Tax Considerations—Tax
Consequences to U.S. Holders—Notes Treated as Prepaid Financial Contracts that are Open Transactions” in the accompanying
product supplement. There is uncertainty regarding this treatment, and the Internal Revenue Service (the “IRS”) or a court
might not agree with it. A different tax treatment could be adverse to you. Generally, if this treatment is respected, (i) you should
not recognize taxable income or loss prior to the taxable disposition of your Notes (including upon maturity or an earlier redemption,
if applicable) and (ii) the gain or loss on your Notes should be treated as short-term capital gain or loss unless you have held the
Notes for more than one year, in which case your gain or loss should be treated as long-term capital gain or loss.
We
do not plan to request a ruling from the IRS regarding the treatment of the Notes. An alternative characterization of the Notes could
materially and adversely affect the tax consequences of ownership and disposition of the Notes, including the timing and character of
income recognized. In addition, the U.S. Treasury Department and the IRS have requested comments on various issues regarding the U.S.
federal income tax treatment of “prepaid forward contracts” and similar financial instruments and have indicated that such
transactions may be the subject of future regulations or other guidance. Furthermore, members of Congress have proposed legislative changes
to the tax treatment of derivative contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration
of these issues could materially and adversely affect the tax consequences of an investment in the Notes, possibly with retroactive effect.
Non-U.S.
Holders. As discussed under “United States Federal Income Tax Considerations—Tax Consequences to Non-U.S. Holders—Dividend
Equivalents under Section 871(m) of the Code” in the accompanying product supplement, Section 871(m) of the Internal Revenue Code
and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents
paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include
U.S. equities. The Treasury regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2027 that
do not have a “delta” of one. Based on certain determinations made by us, our counsel is of the opinion that Section 871(m)
should not apply to the Notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree
with this determination.
We
will not be required to pay any additional amounts with respect to U.S. federal withholding taxes.
You
should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the Notes, including possible
alternative treatments, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
SUPPLEMENTAL PLAN OF DISTRIBUTION
(CONFLICTS OF INTEREST)
The
Notes are offered initially to investors at a purchase price equal to par, except with respect to certain accounts as indicated on the
cover page of this pricing supplement. We or one of our affiliates may pay the underwriting discount as set forth on the cover page of
this pricing supplement.
The
value of the Notes shown on your account statement may be based on RBCCM’s estimate of the value of the Notes if RBCCM or another
of our affiliates were to make a market in the Notes (which it is not obligated to do). That estimate will
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| Capped Enhanced Return Buffer Notes Linked to the Common Stock of Apple Inc. |
be
based on the price that RBCCM may pay for the Notes in light of then-prevailing market conditions, our creditworthiness and transaction
costs. For a period of approximately three months after the Issue Date, the value of the Notes that may be shown on your account statement
may be higher than RBCCM’s estimated value of the Notes at that time. This is because the estimated value of the Notes will not
include the underwriting discount or our hedging costs and profits; however, the value of the Notes shown on your account statement during
that period may initially be a higher amount, reflecting the addition of the underwriting discount and our estimated costs and profits
from hedging the Notes. This excess is expected to decrease over time until the end of this period. After this period, if RBCCM repurchases
your Notes, it expects to do so at prices that reflect their estimated value.
RBCCM
or another of its affiliates or agents may use this pricing supplement in the initial sale of the Notes. In addition, RBCCM or another
of our affiliates may use this pricing supplement in a market-making transaction in the Notes after their initial sale. Unless
we or our agent informs the purchaser otherwise in the confirmation of sale, this pricing supplement is being used in a market-making
transaction.
For
additional information about the settlement cycle of the Notes, see “Plan of Distribution” in the accompanying prospectus.
For additional information as to the relationship between us and RBCCM, see the section “Plan of Distribution—Conflicts of
Interest” in the accompanying prospectus.
STRUCTURING THE NOTES
The
Notes are our debt securities. As is the case for all of our debt securities, including our structured notes, the economic terms of the
Notes reflect our actual or perceived creditworthiness. In addition, because structured notes result in increased operational, funding
and liability management costs to us, we typically borrow the funds under structured notes at a rate that is lower than the rate that
we might pay for a conventional fixed or floating rate debt security of comparable maturity. The lower internal funding rate, the underwriting
discount and the hedging-related costs relating to the Notes reduce the economic terms of the Notes to you and result in the initial
estimated value for the Notes being less than their public offering price. Unlike the initial estimated value, any value of the Notes
determined for purposes of a secondary market transaction may be based on a secondary market rate, which may result in a lower value
for the Notes than if our initial internal funding rate were used.
In
order to satisfy our payment obligations under the Notes, we may choose to enter into certain hedging arrangements (which may include
call options, put options or other derivatives) with RBCCM and/or one of our other subsidiaries. The terms of these hedging arrangements
take into account a number of factors, including our creditworthiness, interest rate movements, volatility and the tenor of the Notes.
The economic terms of the Notes and the initial estimated value depend in part on the terms of these hedging arrangements.
See
“Selected Risk Considerations—Risks Relating to the Initial Estimated Value of the Notes and the Secondary Market for the
Notes—The Initial Estimated Value of the Notes Is Less Than the Public Offering Price” above.
VALIDITY OF THE NOTES
In
the opinion of Norton Rose Fulbright Canada LLP, as Canadian counsel to the Bank, the issue and sale of the Notes has been duly authorized
by all necessary corporate action of the Bank in conformity with the indenture, and when the Notes have been duly executed, authenticated
and issued in accordance with the Indenture and delivered against payment therefor, the Notes will be validly issued and, to the extent
validity of the Notes is a matter governed by the laws of the Province of Ontario or Québec, or the federal laws of Canada applicable
therein, will be valid obligations of the Bank, subject to the following limitations: (i) the enforceability of the indenture may be
limited by the Canada Deposit Insurance Corporation Act (Canada), the Winding-up and Restructuring Act (Canada) and bankruptcy, insolvency,
reorganization, receivership, moratorium, arrangement or winding-up laws or other similar laws of general application affecting the enforcement
of creditors’ rights generally; (ii) the enforceability of the indenture is subject to general equitable principles, including
the principle that the availability of equitable remedies, such as specific performance and injunction, may only be granted at the discretion
of a court of competent jurisdiction; (iii) under applicable limitations statutes generally, including that the enforceability of the
indenture will be subject to
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| Capped Enhanced Return Buffer Notes Linked to the Common Stock of Apple Inc. |
the
limitations contained in the Limitations Act, 2002 (Ontario), and such counsel expresses no opinion as to whether a court may find any
provision of the indenture to be unenforceable as an attempt to vary or exclude a limitation period under such applicable limitations
statutes; (iv) rights to indemnity and contribution under the Notes or the indenture which may be limited by applicable law; and (v)
courts in Canada are precluded from giving a judgment in any currency other than the lawful money of Canada and such judgment may be
based on a rate of exchange in existence on a day other than the day of payment, as prescribed by the Currency Act (Canada). This opinion
is given as of the date hereof and is limited to the laws of the Provinces of Ontario and Québec and the federal laws of Canada
applicable therein. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution
and delivery of the indenture and the genuineness of signatures and to such counsel’s reliance on the Bank and other sources as
to certain factual matters, all as stated in the opinion letter of such counsel dated December 20, 2023, which has been filed as Exhibit
5.3 to the Bank’s Form 6-K filed with the SEC dated December 20, 2023.
In
the opinion of Davis Polk & Wardwell LLP, as special United States products counsel to the Bank, when the Notes offered by this pricing
supplement have been issued by the Bank pursuant to the indenture, the trustee has made, in accordance with the indenture, the appropriate
notation to the master note evidencing such Notes (the “master note”), and such Notes have been delivered against payment
as contemplated herein, such Notes will be valid and binding obligations of the Bank, enforceable in accordance with their terms, subject
to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable
principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith) and
possible judicial or regulatory actions or applications giving effect to governmental actions or foreign laws affecting creditors’
rights, provided that such counsel expresses no opinion as to (i) the enforceability of any waiver of rights under any usury or
stay law or (ii) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed
above. This opinion is given as of the date hereof and is limited to the laws of the State of New York. Insofar as the foregoing opinion
involves matters governed by the laws of the Provinces of Ontario and Québec and the federal laws of Canada, you have received,
and we understand that you are relying upon, the opinion of Norton Rose Fulbright Canada LLP, Canadian counsel for the Bank, set forth
above. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery
of the indenture and the authentication of the master note and the validity, binding nature and enforceability of the indenture with
respect to the trustee, all as stated in the opinion of Davis Polk & Wardwell LLP dated May 16, 2024, which has been filed as an
exhibit to the Bank’s Form 6-K filed with the SEC on May 16, 2024.
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Exhibit 107.1
The pricing supplement to which this Exhibit is attached
is a final prospectus for the related offering(s). The maximum aggregate offering price of the related offering(s) is $1,000,000.
Royal Bank of Canada (NYSE:RY)
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Royal Bank of Canada (NYSE:RY)
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から 6 2023 まで 6 2024