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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 28, 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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$1,025,000
Auto-Callable Enhanced Return Dual Directional Barrier Notes
Linked to the American Depositary Shares of PDD Holdings Inc.,
Due July 2, 2026
Royal
Bank of Canada
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Royal Bank of Canada is offering Auto-Callable
Enhanced Return Dual Directional Barrier Notes (the “Notes”) linked to the performance of the American depositary shares of
PDD Holdings Inc. (the “Underlier”).
| · | Call Feature — If, on the Call Observation Date, the closing value of the Underlier is greater
than or equal to the Call Value, the Notes will be automatically called for 110% of their principal amount. No further payments will be
made on the Notes. |
| · | Enhanced Return Potential — If the Notes are not automatically called and 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. |
| · | Absolute Value Return — If the Notes are not automatically called and the Final Underlier
Value is less than or equal to the Initial Underlier Value, but is greater than or equal to the Barrier Value (70% of the Initial Underlier
Value), at maturity, the investor will receive a one-for-one positive return equal to the absolute value of the Underlier Return. |
| · | Principal at Risk — If the Notes are not automatically called and 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: 78017GBC4
Investing in the Notes involves a number of
risks. See “Selected Risk Considerations” beginning on page P-7 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% |
$1,025,000.00 |
Underwriting discounts and commissions(1) |
2.25% |
$23,062.50 |
Proceeds to Royal Bank of Canada |
97.75% |
$1,001,937.50 |
(1) We or one of our affiliates may
pay varying selling concessions of up to $22.50 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 $977.50 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 $947.09 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.
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| Auto-Callable Enhanced Return Dual Directional Barrier Notes Linked to the American Depositary Shares of PDD Holdings 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”) |
Minimum Investment: |
$1,000 and minimum denominations of $1,000 in excess thereof |
Underlier: |
The American depositary shares of PDD Holdings Inc. |
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Bloomberg Ticker |
Initial Underlier
Value(1) |
Call Value(1) |
Barrier Value(2) |
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PDD UW |
$132.95 |
$132.95 |
$93.07 |
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(1) The closing value of the Underlier on the Trade Date |
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(2) 70% of the Initial Underlier Value (rounded to two decimal places) |
Trade Date: |
June 28, 2024 |
Issue Date: |
July 3, 2024 |
Valuation Date:* |
June 29, 2026 |
Maturity Date:* |
July 2, 2026 |
Call Feature: |
If, on the Call Observation Date, the closing value of the Underlier is greater than or equal to the Call Value, the Notes will be automatically called. Under these circumstances, the investor will receive on the Call Settlement Date per $1,000 principal amount of Notes an amount equal to $1,100 (110% of the principal amount). No further payments will be made on the Notes. |
Payment at Maturity: |
If the Notes are not automatically called, 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:
$1,000 + ($1,000 × Underlier
Return × Participation Rate)
· 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, an amount equal to:
$1,000 + (-1 × $1,000 ×
Underlier Return)
In this case, you will receive a positive return
on the Notes equal to the absolute value of the Underlier Return, even though the Underlier Return is negative. In no event will this
return exceed 30%.
· If
the Final Underlier Value is less than the Barrier Value, an amount equal to:
$1,000 + ($1,000 × Underlier
Return)
If the Notes are not automatically called and
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.
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Participation Rate: |
200% (applicable only at maturity if the Notes are not automatically called) |
Underlier Return: |
The Underlier Return, expressed as a percentage,
is calculated using the following formula:
Final Underlier Value – Initial Underlier
Value
Initial Underlier Value |
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P-2 | RBC Capital Markets, LLC |
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| Auto-Callable Enhanced Return Dual Directional Barrier Notes Linked to the American Depositary Shares of PDD Holdings Inc. |
Final Underlier Value: |
The closing value of the Underlier on the Valuation Date |
Call Observation Date:* |
June 30, 2025 |
Call Settlement Date:* |
July 3, 2025 |
Calculation Agent: |
RBCCM |
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* 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-3 | RBC Capital Markets, LLC |
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| Auto-Callable Enhanced Return Dual Directional Barrier Notes Linked to the American Depositary Shares of PDD Holdings 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-4 | RBC Capital Markets, LLC |
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| Auto-Callable Enhanced Return Dual Directional Barrier Notes Linked to the American Depositary Shares of PDD Holdings 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 70% of the Initial Underlier
Value and the Participation Rate of 200%. The table and examples below also assume that the Notes are not automatically called.
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 |
50.00% |
$2,000.00 |
200.000% |
40.00% |
$1,800.00 |
180.000% |
30.00% |
$1,600.00 |
160.000% |
20.00% |
$1,400.00 |
140.000% |
10.00% |
$1,200.00 |
120.000% |
5.00% |
$1,100.00 |
110.000% |
2.00% |
$1,040.00 |
104.000% |
0.00% |
$1,000.00 |
100.000% |
-5.00% |
$1,050.00 |
105.000% |
-10.00% |
$1,100.00 |
110.000% |
-20.00% |
$1,200.00 |
120.000% |
-30.00% |
$1,300.00 |
130.000% |
-30.01% |
$699.90 |
69.990% |
-40.00% |
$600.00 |
60.000% |
-50.00% |
$500.00 |
50.000% |
-60.00% |
$400.00 |
40.000% |
-70.00% |
$300.00 |
30.000% |
-80.00% |
$200.00 |
20.000% |
-90.00% |
$100.00 |
10.000% |
-100.00% |
$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 4.00%.
Because the Final Underlier Value is greater than
the Initial Underlier Value, the investor receives a return equal to 200% of the Underlier Return.
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P-5 | RBC Capital Markets, LLC |
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| Auto-Callable Enhanced Return Dual Directional Barrier Notes Linked to the American Depositary Shares of PDD Holdings Inc. |
Example 2 — |
The value of the Underlier decreases from the Initial Underlier Value to the Final Underlier Value by 10% (i.e., the Final Underlier Value is below the Initial Underlier Value but above the Barrier Value). |
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Underlier Return: |
-10% |
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Payment at Maturity: |
$1,000 + (-1 × $1,000 × -10%) = $1,000 + $100 = $1,100 |
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In this example, the payment at maturity is $1,100
per $1,000 principal amount of Notes, for a return of 10%.
Because the Final Underlier Value is less than
the Initial Underlier Value but greater than or equal to the Barrier Value, even though the Underlier Return is negative, the investor
receives a positive return equal to the absolute value of the Underlier Return.
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Example 3 — |
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.
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Investors in the Notes could lose a substantial
portion or all of their principal amount at maturity. The table and examples above assume that the Notes are not automatically called.
However, if the Notes are automatically called, you will not receive any further payments after the Call Settlement Date.
P-6 | RBC Capital Markets, LLC |
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| Auto-Callable Enhanced Return Dual Directional Barrier Notes Linked to the American Depositary Shares of PDD Holdings 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 Notes are not
automatically called and 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. You could lose a substantial portion or all of your
principal amount at maturity. |
| · | Your Potential for a Positive Return from Depreciation of the Underlier Is Limited — The
absolute value return feature applies only if the Final Underlier Value is less than the Initial Underlier Value but greater than or equal
to the Barrier Value. Thus, any return potential of the Notes in the event that the Final Underlier Value is less than the Initial Underlier
Value is limited by the Barrier Value. Any decline in the Final Underlier Value below the Barrier Value will result in a loss, rather
than a positive return, on the Notes. |
| · | 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. |
| · | The Notes Are Subject to an Automatic Call — If, on the Call Observation Date, the closing
value of the Underlier is greater than or equal to the Call Value, the Notes will be automatically called, and you will not receive any
further payments on the Notes. You may be unable to reinvest your proceeds from the automatic call in an investment with a return that
is as high as the return on the Notes would have been if they had not been called. |
| · | If the Notes Are Automatically Called, Your Potential Payment Is Limited — If the Notes are
automatically called, the payment upon automatic call will be a fixed 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. |
| · | 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” |
P-7 | RBC Capital Markets, LLC |
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| Auto-Callable Enhanced Return Dual Directional Barrier Notes Linked to the American Depositary Shares of PDD Holdings Inc. |
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 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 |
P-8 | RBC Capital Markets, LLC |
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| Auto-Callable Enhanced Return Dual Directional Barrier Notes Linked to the American Depositary Shares of PDD Holdings Inc. |
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. |
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. |
| · | There Are Important Differences Between American Depository Shares and the Class A Ordinary Shares
of PDD Holdings Inc.— There are important differences between the rights of holders of American depositary shares and the rights
of holders of the shares they represent. For example, a company may make distributions in respect of its shares that are not passed on
to the holders of its American depositary shares. Any such differences between the rights of holders of American depository shares and
the rights of holders of the shares they represent may be significant and may materially and adversely affect the value of the Underlier
and, as a result, the value of the Notes linked to the Underlier. |
| · | The Notes Are Subject to Risks Relating to Non-U.S. Securities—
Because the Underlier is incorporated in the People’s Republic of China, an investment in the Notes involves risks associated with
the People’s Republic of China. The prices of securities of non-U.S. companies may be affected by political, economic, financial
and social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange
laws. |
| · | The Value of the Underlier Is Subject to Currency Exchange Risk — Because the Underlier is
denominated in U.S. dollars but represents non-U.S. equity securities that are denominated in a non-U.S. currency, the value of the Underlier
will be exposed to the currency exchange rate risk with respect to that currency relative to the U.S. dollar. If the U.S. dollar strengthens
against that currency, the value of the Underlier and the value of the Notes will be adversely affected. |
| · | We May Accelerate the Notes If a Change-in-Law Event Occurs — Upon the occurrence of legal
or regulatory changes that may, among other things, prohibit or otherwise materially restrict persons from holding the Notes or the Underlier,
or engaging in transactions in them, the Calculation Agent may determine that a change-in-law-event has occurred and accelerate the Maturity
Date for a payment determined by the Calculation Agent in its sole discretion. 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, by the occurrence of
such legal or regulatory changes. See “General Terms of Notes—Change-in-Law Events” in the accompanying product supplement. |
| · | 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 |
P-9 | RBC Capital Markets, LLC |
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| Auto-Callable Enhanced Return Dual Directional Barrier Notes Linked to the American Depositary Shares of PDD Holdings Inc. |
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-10 | RBC Capital Markets, LLC |
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| Auto-Callable Enhanced Return Dual Directional Barrier Notes Linked to the American Depositary Shares of PDD Holdings 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, PDD
Holdings Inc., a Cayman Islands company, is a multinational commerce group that owns and operates a portfolio of businesses including
the Pinduoduo platform, which provides merchandise and interactive shopping experiences.
The issuer of the Underlier’s SEC file number
is 001-38591. The Underlier is listed on The Nasdaq Stock Market under the ticker symbol “PDD.”
Historical Information
The following graph sets forth historical closing
values of the Underlier for the period from January 1, 2014 (or from the initial listing date, if later) to June 28, 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.
American Depositary Shares of PDD Holdings Inc.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
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| Auto-Callable Enhanced Return Dual Directional Barrier Notes Linked to the American Depositary Shares of PDD Holdings 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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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 six 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 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
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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 $1,025,000.
Royal Bank (PK) (USOTC:RYBPF)
過去 株価チャート
から 6 2024 まで 7 2024
Royal Bank (PK) (USOTC:RYBPF)
過去 株価チャート
から 7 2023 まで 7 2024