Pricing Supplement No. WFC155 (to Prospectus and Prospectus
Supplement each dated September 7, 2018)
$2,985,000
Market
Linked Securities—Contingent Fixed Return and Contingent
Downside
Principal at Risk Securities Linked to the Technology Select Sector
SPDR®
Fund, due November 30,
2022
The securities
described in this pricing supplement are issued by Royal Bank of
Canada (Royal Bank or the
Issuer), and are Senior
Global Medium-Term Notes, Series H of the Issuer, as described in
the prospectus supplement and prospectus each dated September 7,
2018.
Agent:
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Wells Fargo
Securities, LLC. The agent may make sales through its affiliates or
selling agents.
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Principal Amount:
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Each security will have a principal
amount of $1,000. The securities are not principal-protected. You
may lose up to 100% of the principal amount of the
securities.
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Pricing Date:
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November 24, 2020
|
Original Issue Date:
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November 30, 2020
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Valuation Date:
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November 22, 2022, subject to
postponement as described below.
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Maturity Date:
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November 30, 2022, subject to
postponement as described below.
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Interest:
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We will not pay you interest during
the term of the securities.
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Fund:
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The return on the securities is linked
to the performance of the Technology Select Sector SPDR®
Fund (Bloomberg symbol: XLK), which we refer to as the Fund.
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Payment at Maturity:
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The amount you
receive at maturity, for each security you own, will depend upon
the change in the price of the Fund based on the Final Fund Price
relative to the Initial Fund Price, and whether or not the Final
Fund Price is below the Threshold Price.
(i) If the Final
Fund Price is greater than
or equal to the Threshold
Price, the maturity payment amount per security will equal:
$1,000 + the Contingent Fixed
Return
(ii) If the Final
Fund Price is less than
the Threshold Price, the maturity payment amount per security will
equal:
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$1,000 - (
$1,000 x
|
Initial
Fund Price – Final Fund Price
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)
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Initial
Fund Price
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|
In such a case,
you will lose more than 15%, and
up to 100% of your principal.
Any positive return on the securities
at maturity will be limited to the Contingent Fixed Return, even if
the Final Fund Price significantly exceeds the Initial Fund Price;
you will not participate in any appreciation of the Fund beyond the
Contingent Fixed Return.
|
Contingent Fixed Return:
|
14% of the
principal amount per security ($140 per security)
|
Initial Fund Price:
|
$121.75, which was the fund closing
price of the Fund on the pricing date.
|
Final Fund Price:
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The fund closing price of the Fund on
the valuation date.
|
Threshold Price:
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$103.4875, which is 85% of the Initial
Fund Price.
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Listing:
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The securities will not be listed on
any securities exchange.
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CUSIP Number:
|
78016EJF5
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Our
initial estimated value of the securities as of the pricing date is
$951.23 per $1,000 in principal amount, which is less than the
public offering price. The market value of the securities at any
time will reflect many factors, cannot be predicted with accuracy,
and may be less than this amount. See “Risk Factors” and
“Supplemental Plan of Distribution – Structuring the Securities”
for further information.
The securities will be unsecured debt obligations of Royal Bank of
Canada. Payments on the securities are subject to Royal Bank
of Canada’s credit risk. If Royal Bank of Canada defaults on
its obligations, you could lose your entire investment. No
other company or entity will be responsible for payments under the
securities or liable to holders of the securities if Royal Bank of
Canada defaults under the securities. The securities will not
be issued by or guaranteed by Wells Fargo Securities, LLC or any of
its affiliates.
The
securities will not constitute deposits insured by the Canada
Deposit Insurance Corporation, the U.S. Federal Deposit Insurance
Corporation (the “FDIC”) or any other Canadian or U.S. government
agency or instrumentality. The securities are not subject to
conversion into our common shares under subsection 39.2(2.3) of the
Canada Deposit Insurance Corporation Act. For a detailed
description of the terms of the securities, see “Summary
Information” and “Specific Terms of the Securities” below.
Defined terms used in this cover page are defined in those
sections.
The securities have complex features and investing in the
securities involves risks. See “Risk Factors” beginning on
page PS-10 below and page S-1 of the accompanying prospectus
supplement.
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|
|
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Public Offering Price
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$1,000.00
|
|
$2,985,000
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Maximum Underwriting Discount and
Commission(1)(2)
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$23.20
|
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$69,252
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Minimum Proceeds to Royal Bank of
Canada
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$976.80
|
|
$2,915,748
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(1) The agent will receive an underwriting discount and commission
of $23.20 per security. Of that underwriting discount and
commission, each dealer that sells securities will receive a
selling concession of $17.50 for each security that such dealer
sells. Such securities dealers may include Wells Fargo Advisors
(“WFA”) (the trade name of the retail brokerage business of Wells
Fargo Clearing Services, LLC and Wells Fargo Advisors Financial
Network, LLC). In addition to the selling concession allowed to
WFA, the agent will pay $0.75 per security of the underwriting
discount and commission to WFA as a distribution expense fee for
each security sold by WFA. See “Use of Proceeds and Hedging” and
“Supplemental Plan of Distribution” in this pricing supplement for
information regarding how we may hedge our obligations under the
securities.
(2) In respect of certain securities sold in this offering, our
affiliate, RBC Capital Markets, LLC, may pay a fee of up to $1.00
per security to selected securities dealers in consideration for
marketing and other services in connection with the distribution of
the securities to other securities dealers.
None of the Securities and Exchange Commission, any state
securities commission or any other regulatory body has approved or
disapproved of the securities or passed upon the adequacy or
accuracy of this pricing supplement. Any representation to
the contrary is a criminal offense.
Wells
Fargo Securities
The date
of this pricing supplement is November 24, 2020
SUMMARY INFORMATION
This
document is a pricing supplement. This pricing supplement provides
specific pricing information in connection with this issuance of
securities. This summary includes questions and answers that
highlight selected information from this pricing supplement and the
accompanying prospectus supplement and prospectus to help you
understand the Market Linked Securities Contingent Fixed Return and
Contingent Downside Principal at Risk Securities Linked to the
Technology Select Sector SPDR®
Fund, due November 30, 2022 (the securities). You should carefully read
this pricing supplement and the accompanying prospectus supplement
and prospectus to fully understand the terms of the securities and
the tax and other considerations relating to the securities. You
should carefully review the section “Risk Factors” in this pricing
supplement and the accompanying prospectus supplement and
prospectus, which highlight certain risks associated with an
investment in the securities, to determine whether an investment in
the securities is appropriate for you.
Unless otherwise mentioned or unless the context requires
otherwise, all references in this pricing supplement to “Royal Bank
of Canada”, “we”, “us” and “our” or similar references mean Royal
Bank of Canada. Capitalized terms used in this pricing supplement
without definition have the meanings given to them in the
accompanying prospectus supplement and prospectus.
What are
the securities?
The
securities offered by this pricing supplement will be issued by
Royal Bank of Canada and will mature on November 30, 2022. The
return on the securities, if any, will be linked to the performance
of the Technology Select Sector SPDR®
Fund, which we refer to as the Fund. The securities will not bear
interest and no other payments will be made until maturity. You may
lose up to 100% of your investment in the securities.
As
discussed in the accompanying prospectus supplement, the securities
are debt securities and are part of a series of debt securities
entitled “Senior Global Medium-Term Notes, Series H” that Royal
Bank of Canada may issue from time to time. The securities will
rank equally with all other unsecured and unsubordinated debt of
Royal Bank of Canada. For more details, see “Specific Terms of the
Securities” below.
Each
security will have a principal amount of $1,000. Each security will
be offered at an initial public offering price of $1,000. However,
on the pricing date, our initial estimated value of the securities
was less than $1,000 per security as a result of certain costs that
are included in the initial public offering price. See “Risk
Factors—Our initial estimated value of the securities is less than
the initial public offering price” and “Supplemental Plan of
Distribution—Structuring the Securities.” To the extent a market
for the securities exists, you may transfer only whole securities.
Royal Bank of Canada will issue the securities in the form of a
master global certificate, which is held by The Depository Trust
Company, also known as DTC, or its nominee. Direct and indirect
participants in DTC will record your ownership of the
securities.
Are the
securities principal protected?
No, the
securities do not guarantee any return of principal at maturity. If
the Final Fund Price is less than the Threshold Price, you will
have full downside exposure to the decrease in the price of the
Fund, and you will lose 1% of the principal amount for each 1% that
the Final Fund Price is less than the Initial Fund Price.
Accordingly, if the Final Fund
Price is below the Threshold Price, you will lose more than 15%,
and up to 100%, of your principal.
What will
I receive upon maturity of the securities?
At maturity, for
each security you own, you will receive a cash payment equal to the
maturity payment amount.
The maturity payment amount to which you will be entitled depends
on the percentage change in the price of the Fund calculated based
on the Final Fund Price (as defined below) relative to the Initial
Fund Price (as defined below), and whether or not the Final Fund
Price is below the Threshold Price (as defined below).
The
maturity payment amount for
each security will be determined by the calculation agent as
described below:
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• |
If the Final Fund Price is
greater than
or equal to
the Threshold Price, the maturity payment amount per security will
equal:
|
$1,000 + the
Contingent Fixed Return
|
|
The Contingent Fixed Return
is 14% of the principal amount per security ($140 per
security).
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• |
If the Final Fund Price is
less than the Threshold
Price, the maturity payment amount per security will equal:
|
$1,000 -
( $1,000 x
|
Initial Fund
Price – Final Fund Price
|
)
|
Initial
Fund Price
|
If the Final
Fund Price is less than the Threshold Price, the amount you will
receive at maturity will be less than the principal amount of the
securities, and you will lose more
than 15%, and up to 100%, of your principal. If the Final Fund
Price is zero, the maturity payment amount will be $0.00 per
security, and you will lose 100% of your principal.
The
Initial Fund Price is
$121.75, which was the fund closing price of the Fund on the
pricing date.
The
Threshold Price is
$103.4875, which is equal 85% of the Initial Fund Price.
The
Final Fund Price will be
determined by the calculation agent and will be the fund closing
price of the Fund on the valuation date, determined as described in
the section “Specific Terms of the Securities”.
The
valuation date is November
22, 2022, subject to postponement as set forth below.
See
“Specific Terms of the Securities—Fund Closing Price”, “—Closing
Price” and “—Adjustment Factor” for information on the
determination of the fund closing price on any trading day.
You should
understand that any positive return on the securities at maturity
will be limited to the Contingent Fixed Return, even if the Final
Fund Price significantly exceeds the Initial Fund Price; you will
not participate in any appreciation of the Fund beyond the
Contingent Fixed Return. If the Final Fund Price is less than the
Threshold Price, you will have full downside exposure to the
decrease in the price of the Fund, and you will lose 1% of the
principal amount for each 1% that the Final Fund Price is less than
the Initial Fund Price. Accordingly, if the price of the Fund
decreases below the Threshold Price, you will lose more than 15%,
and up to 100%, of your principal.
Hypothetical Examples
Set
forth below are four hypothetical examples of the calculation of
the maturity payment amount based on the following hypothetical
prices (the numbers appearing in the examples below have been
rounded for ease of analysis):
Hypothetical Initial Fund Price: $100.00
Hypothetical Threshold Price: $85.00
Contingent Fixed Return: 14%, or $140.00 per security
Example 1—The hypothetical Final Fund
Price is 50.00% of the hypothetical Initial Fund Price, which is
below the Threshold Price:
Hypothetical Final
Fund Price: $50.00
Since the hypothetical Final Fund Price is less than the
hypothetical Threshold Price, the amount you will receive at
maturity will be equal to the issue price of $1,000 per security
minus $1,000 times the difference between the hypothetical Initial
Fund Price and the hypothetical Final Fund Price, divided by the
hypothetical Initial Fund Price, and you would lose some of your
principal. Since the hypothetical Final Fund Price declined by
50.00% from the hypothetical Initial Fund Price to the hypothetical
Final Fund Price, your total cash payment at maturity would be
$500.00 per security, representing a 50.00% loss of the principal
amount of your securities.
Example 2—The hypothetical Final Fund
Price is 95.00% of the hypothetical Initial Fund Price, which is
below the Initial Fund Price, but above the Threshold Price:
Hypothetical Final Fund Price: $95.00
Maturity
payment amount (per security) = $1,000 + $140.00 = $1,140.00
Since the hypothetical Final Fund Price is less than the
hypothetical Initial Fund Price but greater than the hypothetical
Threshold Price, you would receive the principal amount of $1,000
plus the Contingent Fixed Return of $140.00, representing a 14.00%
total return, despite the percentage decrease of the Fund.
Example 3—The hypothetical Final Fund
Price is 110.00% of the hypothetical Initial Fund Price:
Hypothetical Final Fund Price: $110.00
Maturity
payment amount (per security) = $1,000 + $140.00 = $1,140.00
Since
the hypothetical Final Fund Price is greater than the hypothetical Initial
Fund Price, you would receive the principal amount of $1,000 plus
the Contingent Fixed Return of $140.00, representing a 14.00% total
return. In this case, the return on the securities would exceed the
percentage increase of the Fund.
Example 4—The hypothetical Final Fund
Price is 140.00% of the hypothetical Initial Fund Price:
Hypothetical Final Fund Price: $140.00
Maturity
payment amount (per security) = $1,000 + $140.00 = $1,140.00
Since the
hypothetical Final Fund Price is greater than the hypothetical Initial
Fund Price, you would receive the principal amount of $1,000 plus
the Contingent Fixed Return of $140.00, representing a 14.00% total
return. Even though the
Fund increased by 40% from its Initial Fund Price to its Final Fund
Price in this example, your return is limited to the Contingent
Fixed Return of 14.00%.
Hypothetical Returns
The
following table is based on the Contingent Fixed Return of $140.00,
assumes a hypothetical Initial Fund Price of $100.00 and a range of
hypothetical Final Fund Prices and illustrates:
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• |
the percentage change from the
hypothetical Initial Fund Price to the hypothetical Final Fund
Price;
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|
• |
the hypothetical maturity payment
amount per security; and
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• |
the hypothetical pre-tax total rate
of return to beneficial owners of the securities.
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The figures below are rounded for ease of analysis and are for
purposes of illustration only. The actual maturity payment amount
will depend on the actual Final Fund Price as determined by the
calculation agent as described in this pricing supplement.
Hypothetical
Final
Fund Price
|
|
Hypothetical Percentage
Change
from the
Hypothetical Initial Fund
Price to
the Hypothetical
Final
Fund Price
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|
Hypothetical Maturity
Payment
Amount per
Security(1)
|
|
Hypothetical Pre-
Tax Total
Rate of
Return on
the
Securities
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$0.00
|
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-100.00%
|
|
$00.00
|
|
-100.00%
|
$10.00
|
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-90.00%
|
|
$100.00
|
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-90.00%
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$30.00
|
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-70.00%
|
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$300.00
|
|
-70.00%
|
$40.00
|
|
-60.00%
|
|
$400.00
|
|
-60.00%
|
$50.00
|
|
-50.00%
|
|
$500.00
|
|
-50.00%
|
$60.00
|
|
-40.00%
|
|
$600.00
|
|
-40.00%
|
$70.00
|
|
-30.00%
|
|
$700.00
|
|
-30.00%
|
$80.00
|
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-20.00%
|
|
$800.00
|
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-20.00%
|
$84.00
|
|
-16.00%
|
|
$840.00
|
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-16.00%
|
$85.00
|
(2)
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-15.00%
|
|
$1,140.00
|
|
14.00%
|
$90.00
|
|
-10.00%
|
|
$1,140.00
|
|
14.00%
|
$95.00
|
|
-5.00%
|
|
$1,140.00
|
|
14.00%
|
$100.00
|
(3)
|
0.00%
|
|
$1,140.00
|
|
14.00%
|
$105.00
|
|
5.00%
|
|
$1,140.00
|
|
14.00%
|
$110.00
|
|
10.00%
|
|
$1,140.00
|
|
14.00%
|
$114.00
|
|
14.00%
|
|
$1,140.00
|
|
14.00%
|
$115.00
|
|
15.00%
|
|
$1,140.00
|
|
14.00%
|
$120.00
|
|
20.00%
|
|
$1,140.00
|
|
14.00%
|
$130.00
|
|
30.00%
|
|
$1,140.00
|
|
14.00%
|
$135.00
|
|
35.00%
|
|
$1,140.00
|
|
14.00%
|
$140.00
|
|
40.00%
|
|
$1,140.00
|
|
14.00%
|
$150.00
|
|
50.00%
|
|
$1,140.00
|
|
14.00%
|
(1) |
Based on the Contingent Fixed Return
of 14.00%, or $140.00 per security.
|
(2) |
This is the hypothetical Threshold
Price.
|
(3) |
This is the hypothetical Initial Fund
Price.
|
The
following graph sets forth the return at maturity for a range of
hypothetical percentage changes of the Fund price, based on the
Contingent Fixed Return of 14%, or $140.00 per $1,000.00
security.
Return
Profile of Market Linked Securities—Contingent Fixed Return
and
Contingent Downside Principal at Risk Securities vs. the Fund
Who should or should not consider an investment in the
securities?
We have
designed the securities for investors who seek exposure to the
Fund, who believe that the Fund price will increase over the term
of the securities, who are willing to accept a positive return that
is limited to the Contingent Fixed Return, even if the price of the
Fund increases significantly, and who understand that, if the Final
Fund Price is less than the Threshold Level, they will lose money
on their investment; and who are willing to hold their securities
until maturity. Investors in the securities should be willing to
risk up to 100% of their investment.
The
securities are not designed for, and may not be a suitable
investment for, investors who are unable or unwilling to hold the
securities to maturity, who seek principal protection for their
investment, who are unwilling to make an investment exposed to
downside performance risk of the Fund or who are unwilling to
purchase securities with an initial estimated value as of the
pricing date that is lower than the initial public offering price.
The securities may not be a suitable investment for investors who
prefer the lower risk of fixed income investments with comparable
maturities issued by companies with comparable credit
ratings.
What will
I receive if I sell the securities prior to maturity?
The market value
of the securities may fluctuate during the term of the securities.
Several factors and their interrelationship will influence the
market value of the securities, including the price of the Fund,
dividend yields of the common stocks held by the Fund, the time
remaining to maturity of the securities, interest rates and the
volatility of the Fund. Depending on the impact of these factors,
you may receive less than $1,000 per security from any sale of your
securities before the maturity date of the securities and less than
what you would have received had you held the securities until
maturity. Assuming no change in market conditions or other
relevant factors, the price, if any, at which you may be able to
sell your securities prior to maturity will be less than the
initial public offering price and, subject to the discussion
regarding secondary market prices during the three months following
the original issue date in “Supplemental Plan of
Distribution”
below, will be
less than the initial estimated value of the securities set forth
on the cover page. For more details, see “Risk Factors — Many
factors affect the market value of the securities” and “—The price,
if any, at which you may be able to sell your securities prior to
maturity may be less than the initial public offering price and our
initial estimated value” below.
What is
the Fund?
According to publicly available information, the Technology Select
Sector SPDR®
Fund (the Fund) is an investment fund that seeks investment results
that correspond generally to the total return performance, before
fees and expenses, of the S&P®
Technology Select Sector Index (the Underlying Index). SSGA Funds
Management, Inc. is the Fund’s investment adviser. The Underlying
Index is designed to measure the performance of the technology
sector of the S&P 500®
Index.
You
should be aware that an investment in the securities does not
entitle you to any ownership interest in the Fund or in the common
stocks of the companies held by the Fund or included in the
Underlying Index. For a discussion of the Fund, see “Technology
Select Sector SPDR®
Fund” below.
How has
the Fund performed historically?
You can
find a graph setting forth the daily closing prices of the Fund for
the period from January 1, 2015 to the pricing date in the section
entitled “Technology Select Sector SPDR®
Fund — Historical Closing Prices per Share of the Fund” in this
pricing supplement. We obtained the historical information from
Bloomberg Financial Markets without independent verification. You
should not take the past performance of the Fund as an indication
of how the Fund will perform in the future.
What are
the United States federal income tax consequences of investing in
the securities?
By
purchasing the securities, you agree (in the absence of a change in
law or an administrative or judicial ruling to the contrary) to
treat the securities for all U.S. federal income tax purposes as
pre-paid cash-settled derivative contracts in respect of the Fund
that are “open transactions.” If the securities are so treated,
subject to the potential application of the “constructive
ownership” rules under Section 1260 of the Internal Revenue Code of
1986, as amended (the “Code”), a U.S. holder should generally
recognize capital gain or loss upon the sale, exchange or maturity
of the securities in an amount equal to the difference between the
amount a holder receives at such time and the holder’s tax basis in
the securities.
Please
read carefully the section entitled “Supplemental Discussion of
U.S. Federal Income Tax Consequences” in this pricing supplement,
the section entitled “Tax Consequences” in the accompanying
prospectus and the section entitled “Certain Income Tax
Consequences” in the accompanying prospectus supplement. You
should consult your tax advisor about your own tax situation.
What are
the Canadian federal income tax consequences of investing in the
securities?
For a
discussion of the Canadian federal income tax consequences of
investing in the securities, please read carefully the section
entitled “Tax Consequences” in the accompanying prospectus and the
section entitled “Certain Income Tax Consequences” in the
accompanying prospectus supplement. You should consult your tax
advisor about your own tax situation.
Will the
securities be listed on a stock exchange?
The
securities will not be listed on any securities exchange. There can
be no assurance that a liquid trading market will develop for the
securities. Accordingly, if you sell your securities prior to
maturity, you may have to sell them at a substantial loss. You
should review the section entitled “Risk Factors—There may not be
an active trading market for the securities” in this pricing
supplement.
Are there
any risks associated with my investment?
Yes, an investment
in the securities is subject to significant risks, including the
risk of loss of up to 100% of your principal. We urge you to read
the detailed explanation of risks in “Risk Factors” below and page
S-1 of the accompanying prospectus supplement.
You
should read this pricing supplement together with the prospectus
dated September 7, 2018, as supplemented by the prospectus
supplement dated September 7, 2018, relating to our Senior Global
Medium-Term Notes, Series H, of which these securities are a part.
This pricing supplement, together with these documents, contains
the terms of the securities 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, brochures or other educational materials of ours.
You
should rely only on the information provided or incorporated by
reference in this pricing supplement, the prospectus and the
prospectus supplement. We have not authorized anyone else to
provide you with different information, and we take no
responsibility for any other information that others may give you.
We, Wells Fargo Securities, LLC and any other dealers are offering
to sell the securities and seeking offers to buy the securities
only in jurisdictions where it is lawful to do so. The information
contained in this pricing supplement and the accompanying
prospectus supplement and prospectus is current only as of their
respective dates.
If the
information in this pricing supplement differs from the information
contained in the prospectus supplement or the prospectus, you
should rely on the information in this pricing supplement.
You
should carefully consider, among other things, the matters set
forth in “Risk Factors” in this pricing supplement and the
accompanying prospectus supplement, as the securities 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 securities.
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 September 7, 2018:
|
|
• |
Prospectus Supplement dated September
7, 2018:
|
Our Central Index Key, or CIK, on the SEC website is 1000275.
Please see
the section “Documents Incorporated by Reference” on page i of the
above prospectus for a description of our filings with the SEC that
are incorporated by reference therein.
RISK FACTORS
An investment in the securities is subject to the risks described
below, as well as the risks described under “Risk Factors” in the
accompanying prospectus supplement and prospectus. The securities
have complex features and are a riskier investment than ordinary
debt securities. Also, your securities are not equivalent to
investing directly in the Fund or the common stocks held by the
Fund. Investors in the securities are also exposed to further risks
related to the Issuer of the securities, Royal Bank of Canada,
which are described in Royal Bank of Canada’s most recent annual
report on Form 40-F, filed with the SEC and incorporated by
reference herein. See the categories of risks identified and
disclosed in the management’s discussion and analysis of financial
condition and results of operations included in the annual report
on Form 40-F. This section (and the management’s discussion and
analysis section of the annual report on Form 40-F) describes the
most significant risks relating to the securities. You should
carefully consider whether the securities are suited to your
particular circumstances.
Your
investment may result in a loss of up to 100% of your
principal
We
will not repay you a fixed amount of principal on the securities at
maturity. The payment at maturity on the securities will depend on
the percentage change in the price of the Fund based on the Final
Fund Price relative to the Initial Fund Price, and whether or not
the Final Fund Price falls below the Threshold Price. Because the
price of the Fund is subject to market fluctuations, the amount of
cash you receive at maturity may be more or less than the principal
amount of the securities. If the Final Fund Price is less than the
Threshold Price, you will lose 1% of the principal amount for each
1% that the Final Fund Price is less than the Initial Fund Price.
Accordingly, if the price of the Fund decreases below the Threshold
Price, you will lose more than 15%, and up to 100% of your
principal.
You will
not receive interest payments on the securities
You
will not receive any periodic interest payments on the securities
or any interest payment at maturity. Your payment at maturity will
depend on the percentage change in the price of the Fund based on
the Final Fund Price relative to the Initial Fund Price, and
whether or not the Final Fund Price is below the Threshold
Price.
Your
yield may be lower than the yield on a standard debt security of
comparable maturity
The
yield that you will receive on your securities, which could be
negative, may be less than the return you could earn on other
investments. Even if your yield is positive, your yield may be less
than the yield you would earn if you bought a standard senior
non-callable debt security of Royal Bank of Canada with the same
maturity date. Your investment may not reflect the full opportunity
cost to you when you take into account factors that affect the time
value of money. Unlike conventional senior non-callable debt
securities, the securities do not guarantee the return of all of
the principal amount at maturity. In addition, no interest will be
paid during the term of your securities.
The
potential return on the securities is limited to the Contingent
Fixed Return, and will not reflect the return of owning the Fund or
the common stocks held by the Fund
The
potential return on the securities is limited to the Contingent
Fixed Return, regardless of how significantly the Final Fund Price
exceeds the Initial Fund Price. The Fund could appreciate from the
pricing date through the valuation date by significantly more than
the percentage represented by the Contingent Fixed Return, in which
case an investment in the securities will underperform a
hypothetical alternative investment providing, for example, a
1-to-1 return based on the performance of the Fund. In addition,
you will not receive the value of dividends or other distributions
paid with respect to the Fund.
Owning
the securities is not the same as owning the shares of the Fund or
the common stocks held by the Fund
The return on your
securities will not reflect the return you would realize if you
actually owned and held the shares of the Fund or the common stocks
held by the Fund for a similar period. First, because the maturity
payment amount will be determined based on the price of the Fund,
the return on the securities will not take into account the value
of any dividends that may be paid on the Fund or the common stocks
held by the Fund. Second, as a holder of the securities, you will
not be entitled to receive those dividends, nor will you have
voting rights or any other rights that holders of the shares of the
Fund or the common stocks held by the Fund may have. Even if the
price of the Fund increases above the Initial Fund Price
during
the term of the
securities, the market value of the securities may not increase by
the same amount. It is also possible for the price of the Fund to
increase while the market value of the securities declines.
There
may not be an active trading market for the securities
The
securities will not be listed on any securities exchange. There can
be no assurance that a liquid trading market will develop for the
securities. Even if a secondary market for the securities develops,
it may not provide significant liquidity and transaction costs in
any secondary market could be high. As a result, the difference
between bid and asked prices for the securities in any secondary
market could be substantial. If you sell your securities before
maturity, you may have to do so at a discount from the initial
public offering price, and, as a result, you may suffer substantial
losses.
Wells
Fargo Securities, LLC and its broker-dealer affiliates may make a
market for the securities, although they are not required to do
so. As market makers, trading of the securities may cause
Wells Fargo Securities, LLC or its broker-dealer affiliates to have
long or short positions in the securities. Because we do not
expect that any other market makers will participate in a secondary
market for the securities, the price at which you may be able to
sell your securities is likely to depend on the price, if any, at
which Wells Fargo Securities, LLC or its broker-dealer affiliates
may be willing to buy your securities. See “Supplemental Plan
of Distribution.”
The
amount to be paid at maturity is not linked to the price of the
Fund at any time other than the valuation date
The
payment at maturity will be based on the price of the Fund only on
the valuation date. Therefore, for example, if the fund
closing price of the Fund decreased precipitously on the valuation
date, the payment on the securities may be significantly less than
it would otherwise have been had the payment been linked to the
fund closing price of the Fund prior to that decrease. Although the
actual price of the Fund on the maturity date or at other times
during the term of the securities may be higher than the Fund price
on the valuation date, you will not benefit from the fund closing
price of the Fund at any time other than the valuation date.
Many factors affect
the market value of the securities
The
market value of the securities prior to maturity will be affected
by factors that interrelate in complex ways. It is important for
you to understand that the effect of one factor may offset any
increase in the market value of the securities caused by another
factor and that the effect of one factor may compound any decrease
in the market value of the securities caused by another factor. For
example, a change in the volatility of the Fund may offset some or
all of any increase in the market value of the securities
attributable to another factor, such as an increase in the price of
the Fund. In addition, a change in interest rates may offset other
factors that would otherwise change the price of the Fund, and
therefore, may change the market value of the securities. We expect
that the market value of the securities will depend to a
significant extent on the amount, if any, by which the market price
per share of the Fund during the term of the securities exceeds or
does not exceed the Initial Fund Price. If you choose to sell your
securities when the price of the Fund exceeds the Initial Fund
Price, you may receive substantially less than the amount that
would be payable at maturity based on this price because of the
expectation that the Fund will continue to fluctuate until the
valuation date. We believe that other factors that may also
influence the value of the securities include:
|
• |
the volatility (frequency and
magnitude of changes in the price) of the Fund and, in particular,
market expectations regarding the volatility of the Fund;
|
|
• |
market interest rates in the U.S.;
|
|
• |
the dividend yields of the common
stocks held by the Fund;
|
|
• |
our creditworthiness, as perceived in
the market;
|
|
• |
changes that affect the Fund, such as
additions, deletions or substitutions;
|
|
• |
the time remaining to maturity;
and
|
|
•
|
geopolitical, economic, financial,
political, regulatory or judicial events as well as other
conditions may affect the common stocks held by the Fund.
|
An
investment in the securities is subject to risks associated with
the technology sector
All of
the stocks held by the Fund and included in its Underlying Index
are issued by companies whose primary lines of business are
directly associated with the technology sector. The profitability
of these companies is largely dependent on, among other things,
consumer demand for the companies’ products, the companies’ ability
to generate advertising revenue, continued innovation, talent
attraction and retention, maintaining intellectual property rights
and industry competition. In addition, adverse economic, business
or tax developments affecting the U.S. and/or the technology sector
could affect negatively the price of the Fund and, in turn, could
have an adverse effect on the value of the securities and the
payments on the securities.
The
Underlying Index tracked by the Fund has recently undergone a
significant change and, as a result, the Underlying Index tracked
by the Fund will differ in important ways from the Underlying Index
tracked by the Fund in the past
The Fund
seeks to track the Technology Select Sector Index. In September
2018, the Technology Select Sector Index was reconstituted to
eliminate the telecommunication services industry group, the
internet software & services sub-industry, the home
entertainment software sub-industry and companies operating online
marketplaces for consumer products and services. We refer to the
stocks of such companies as “communication services stocks.” The
Fund implemented corresponding changes to its portfolio by
divesting communication services stocks representing nearly 25% of
the net asset value of the Fund. As a result, the Fund no longer
hold any communication services stocks. Consequently, the Fund is
less diversified, and is more concentrated in the technology
sector, than it was before these changes to its portfolio. In
addition, when evaluating the historical performance of the Fund,
you should bear in mind that the historical performance prior to
September 2018 reflects the performance of the Fund with a
different composition of stocks than the composition of stocks
included in the Fund after the change in September 2018 and going
forward. The historical performance of the Fund might have been
meaningfully different had it not held communication services
stocks prior to the change in September 2018. These changes
represent a significant change in the nature and holdings of the
Fund and could adversely affect the performance of the Fund and, in
turn, your return on the securities.
The
correlation between the performance of the Fund and the performance
of the Underlying Index may be imperfect
The Fund
uses a representative sampling strategy to track the performance of
its Underlying Index which may give rise to tracking error, i.e.,
the discrepancy between the performance of the Underlying Index and
the performance of the Fund. In addition, because the shares of the
Fund are traded on the NYSE Arca and are subject to market supply
and investor demand, the market price of one share of the Fund may
differ from the net asset value per share. Because of the potential
discrepancies identified above, the returns on the Fund may not
correlate perfectly with the returns on the Underlying Index over
the same period. For more information, see “Technology Select
Sector SPDR®
Fund” below.
The
securities will be debt obligations of Royal Bank of Canada.
No other company or entity will be responsible for payments under
the securities
The
securities will be issued by Royal Bank of Canada. The
securities will not be guaranteed by any other company or
entity. No other entity or company will be responsible for
payments under the securities or liable to holders of the
securities in the event Royal Bank of Canada defaults under the
securities. Royal Bank of Canada’s credit ratings are an
assessment of our ability to pay our obligations, including those
on the securities. Consequently, if we default on our obligations,
you could lose your entire investment, and actual or anticipated
declines in our creditworthiness may affect the value of the
securities. The securities will not be issued by or
guaranteed by Wells Fargo Securities, LLC or any of its
affiliates.
The
policies of the Fund investment adviser and changes that affect the
Underlying Index could affect the amount payable on the securities
and their market value
The policies of
the Fund’s investment adviser concerning the management of the
Fund, additions, deletions or substitutions of the securities held
by the Fund, and the manner in which changes affecting the
Underlying Index are reflected in the Fund could affect the market
price of shares of the Fund and, therefore, the amount payable on
the securities on the maturity date and the market value of the
securities before that date. The amount payable on the
securities and their market value could also be affected if the
Fund investment adviser changes these policies, for example, by
changing the manner in which it manages the Fund, or if the Fund
investment adviser discontinues or suspends maintenance of the
Fund, in which case it may become difficult to determine the market
value of the securities.
We have
no affiliation with the Index Sponsor and will not be responsible
for any actions taken by the Index Sponsor
We have
no affiliation with the Index Sponsor and the Index Sponsor will
not be involved in the offering of the securities.
Consequently, we have no control of the actions of the Index
Sponsor, including any actions of the type that would affect the
composition of the Underlying Index, and therefore, the price of
the Fund. The Index Sponsor has no obligation of any sort
with respect to the securities. Thus, the Index Sponsor has
no obligation to take your interests into consideration for any
reason, including in taking any actions that might affect the value
of the securities.
Historical prices of the Fund should not be taken as an indication
of the future prices of the Fund during the term of the
securities
The
trading prices of the common stocks held by the Fund will determine
the Fund price at any given time. As a result, it is impossible to
predict whether the price of the Fund will rise or fall. Trading
prices of the common stocks held by the Fund will be influenced by
complex and interrelated political, economic, financial and other
factors that can affect the issuers of those stocks held by the
Fund.
Hedging
transactions may affect the return on the securities
As
described under “Use of Proceeds and Hedging,” we, through one or
more hedging counterparties, may hedge our obligations under
the securities by purchasing shares of the Fund, common stocks held
by the Fund, futures or options on the Fund or common stocks held
by the Fund, or exchange-traded funds or other derivative
instruments with returns linked or related to changes in the
trading prices of common stocks held by the Fund or the price of
the Fund, and may adjust these hedges by, among other things,
purchasing or selling any of these assets at any time.
Although they are not expected to, any of these hedging activities
may adversely affect the trading prices of common stocks held by
the Fund and/or the price of the Fund and, therefore, the market
value of the securities. It is possible that we or one or more of
our hedging counterparties could receive substantial returns from
these hedging activities while the market value of the securities
declines.
Our
initial estimated value of the securities is less than the initial
public offering price
Our initial
estimated value of the securities is less than the initial public
offering price of the securities. This is due to, among other
things, the fact that the initial public offering price of the
securities reflects the borrowing rate we pay to issue securities
of this kind (an internal funding rate that is lower than the rate
at which we borrow funds by issuing conventional fixed rate debt),
and the inclusion in the initial public offering price of the
underwriting discount and commission and hedging and other costs
associated with the securities.
The price, if any, at
which you may be able to sell your securities prior to maturity may
be less than the initial public offering price and our initial
estimated value
Assuming
no change in market conditions or any other relevant factors, the
price, if any, at which you may be able to sell your securities
prior to maturity will be less than the initial public offering
price and, subject to the discussion in the next paragraph, will be
less than our initial estimated value. This is because any
such sale price would not be expected to include the underwriting
discount and commission or hedging or other costs associated with
the securities, including the estimated profit our hedging
counterparty(ies) expect to realize in consideration for assuming
the risks inherent in hedging our obligations under the
securities. In addition, any price at which you may sell the
securities is likely to reflect customary bid-ask spreads for
similar trades, and the cost of unwinding any related hedge
transactions. In addition, the value of the securities
determined for any secondary market price is expected to be based
in part on the yield that is reflected in the interest rate on our
conventional debt securities of similar maturity that are traded in
the secondary market, rather than the internal funding rate that we
used to price the securities and determine the initial estimated
value. As a result, the secondary market price of the
securities will be less than if the internal funding rate was
used. These factors, together with various credit, market and
economic factors over the term of the securities, and, potentially,
changes in the price of the Fund, are expected to reduce the price
at which you may be able to sell the securities in any secondary
market and will affect the value of the securities in complex and
unpredictable ways. Moreover, we expect that any secondary
market price will be based on Wells Fargo Securities, LLC’s
valuation of the securities, which may differ from (and may be
lower than) the valuation that we would determine for the
securities at that time based on the methodology by which we
determined the initial estimated value set forth on the cover page
of this document.
As set forth below
in the section “Supplemental Plan of Distribution,” for a limited
period of time after the original issue date, Wells Fargo
Securities, LLC may purchase the securities at a price that is
greater than the price that would
otherwise be
determined at that time as described in the preceding
paragraph. However, over the course of that period, assuming
no changes in any other relevant factors, the price you may receive
if you sell your securities is expected to decline.
The
securities are not designed to be short-term trading
instruments. Accordingly, you should be able and willing to
hold your securities to maturity.
The
initial estimated value of the securities is an estimate only,
calculated as of the time the terms of the securities were
set
Our
initial estimated value of the securities is based on the value of
our obligation to make the payments on the securities, together
with the mid-market value of the derivative embedded in the terms
of the securities. See “Supplemental Plan of
Distribution—Structuring the Securities” 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 on the securities held by the Fund,
interest rates and volatility, and the expected term of the
securities. These assumptions are based on certain forecasts
about future events, which may prove to be incorrect. Other
entities, including Wells Fargo Securities, LLC in connection with
determining any secondary market price for the securities, may
value the securities or similar securities at a price that is
significantly different than we do.
The value
of the securities at any time after the pricing 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 securities in any secondary
market, if any, should be expected to differ materially from our
initial estimated value of your securities.
Potential
conflicts of interest could arise
We, Wells
Fargo Securities, LLC and our respective affiliates may engage in
trading activities related to the Fund or the stocks held by the
Fund that are not for the account of holders of the securities or
on their behalf. These trading activities may present a conflict
between the holders’ interest in the securities and the interests
we, Wells Fargo Securities, LLC and our respective affiliates will
have in the proprietary accounts, in facilitating transactions,
including options and other derivatives transactions, for our
customers and in accounts under our management. These trading
activities could be adverse to the interests of the holders of the
securities.
We, Wells
Fargo Securities, LLC and our respective affiliates may presently
or from time to time engage in business with one or more of the
issuers of the common stocks held by the Fund. This business may
include extending loans to, or making equity investments in, such
companies or providing advisory services to such companies,
including merger and acquisition advisory services. In the course
of business, we, Wells Fargo Securities, LLC and our respective
affiliates may acquire non-public information relating to these
companies and, in addition, one or more of our affiliates or the
affiliates of the agent may publish research reports about these
companies. Neither we nor the agent make any representation to any
purchasers of the securities regarding any matters whatsoever
relating to the issuers of the common stocks held by the Fund. Any
prospective purchaser of the securities should undertake an
independent investigation of these companies as in its judgment is
appropriate to make an informed decision regarding an investment in
the securities. The offering of the securities does not
reflect any investment or sell recommendations as to the Fund or
the securities that the Fund holds by us, Wells Fargo Securities,
LLC or our respective affiliates.
Anti-dilution adjustments relating to the shares of the Fund do not
address every event that could affect such shares
An
adjustment factor, as described herein, will be used to determine
the Final Fund Price. The adjustment factor will be adjusted by the
calculation agent for certain events affecting the shares of the
Fund. However, the calculation agent will not make an adjustment
for every event that could affect such shares. If an event occurs
that does not require the calculation agent to adjust the
adjustment factor, the value of the securities may be adversely
affected.
The
calculation agent may postpone the valuation date and, therefore,
determination of the Final Fund Price and the maturity date if a
market disruption event occurs on the valuation date
The valuation date
and, therefore, determination of the Final Fund Price may be
postponed if the calculation agent determines that a market
disruption event has occurred or is continuing on the valuation
date with respect to the Fund. As a result, the maturity date for
the securities would be postponed. You will not be entitled to
compensation from us or the calculation agent for any loss suffered
as a result of the occurrence of a market disruption event, any
resulting delay in
payment or any
change in the price of the Fund after the valuation date. See
“Specific Terms of the Securities — Valuation Date” and “—Market
Disruption Events” below.
There are
potential conflicts of interest between you and the calculation
agent
The
calculation agent will, among other things, determine the amount of
your payment at maturity on the securities. Our wholly-owned
subsidiary, RBC Capital Markets, LLC, will serve as the calculation
agent. We may change the calculation agent after the original issue
date without notice to you. The calculation agent will
exercise its judgment when performing its functions. For
example, the calculation agent may have to determine whether a
market disruption event affects the Fund. Since this
determination by the calculation agent will affect the payment at
maturity on the securities, the calculation agent may have a
conflict of interest if it needs to make a determination of this
kind. In addition, the calculation agent determined the
initial estimated value of the securities set forth on the cover
page of this pricing supplement.
The tax
treatment of the securities is uncertain and gain on the securities
may be treated as ordinary income under the constructive ownership
rules
The
tax treatment of the securities is uncertain. We do not plan
to request a ruling from the Internal Revenue Service (IRS) or from
the Canada Revenue Agency regarding the tax treatment of the
securities, and the IRS, the Canada Revenue Agency or a court may
not agree with the tax treatment described in this pricing
supplement.
Since the
Fund is an exchange-traded fund, while the matter is not entirely
clear, there exists a substantial risk that an investment in the
securities is a “constructive ownership transaction” to which
Section 1260 of the Code applies. If Section 1260 of the Code
applies, all or a portion of any long-term capital gain recognized
by a U.S. holder in respect of the securities could be
recharacterized as ordinary income, in which case certain interest
charges would apply. See the section entitled “Supplemental
Discussion of U.S. Federal Income Tax Consequences – Supplemental
U.S. Tax Considerations – Potential Application of Section 1260 of
the Code” below.
The IRS
has issued a notice indicating that it and the U.S. Treasury
Department are actively considering whether, among other issues, a
holder should be required to accrue interest over the term of an
instrument such as the securities even though that holder will not
receive any payments with respect to the securities until maturity
or earlier sale or exchange and whether all or part of the gain a
holder may recognize upon sale, exchange or maturity of an
instrument such as the securities should be treated as ordinary
income. The outcome of this process is uncertain and could
apply on a retroactive basis.
Please
read carefully the section entitled “Supplemental Discussion of
U.S. Federal Income Tax Consequences” in this pricing supplement,
the section entitled “Tax Consequences” in the accompanying
prospectus and the section entitled “Certain Income Tax
Consequences” in the accompanying prospectus supplement. You
should consult your tax advisor about your own tax situation.
For a
discussion of the Canadian federal income tax consequences of
investing in the securities, please read the section entitled “Tax
Consequences” in the accompanying prospectus and the section
entitled “Certain Income Tax Consequences” in the accompanying
prospectus supplement. You should consult your tax advisor
about your own tax situation.
SPECIFIC
TERMS OF THE SECURITIES
The securities are to be issued pursuant to the terms of the
Indenture dated as of October 23, 2003, between Royal Bank of
Canada and The Bank of New York Mellon (as supplemented to date,
the “Indenture”).
The information contained in this section and in the prospectus
supplement and the prospectus summarizes some of the terms of the
securities and the Indenture. This summary does not contain all of
the information that may be important to you as a potential
investor in the securities. You should read the Indenture before
making your investment decision. We have filed copies of the
Indenture with the SEC.
Issuer:
|
Royal Bank of
Canada
|
Specified
Currency:
|
U.S.
dollars
|
Principal
Amount:
|
$1,000 per
security
|
Aggregate
Principal Amount:
|
$2,985,000
|
Agent:
|
Wells Fargo
Securities, LLC
|
|
The agent may
make sales through its affiliates or selling agents.
|
Agent Acting in
the Capacity of:
|
Principal
|
Pricing Date:
|
November 24,
2020
|
Original Issue Date:
|
November 30,
2020
|
Maturity Date:
|
November 30,
2022, subject to postponement as described below. The maturity date
will be a business day. If the maturity date would otherwise be a
date that is not a business day, the maturity date will be
postponed to the next succeeding date that is a business day and no
interest will accrue or be payable as a result of that
postponement.
|
Valuation Date:
|
November 22,
2022. If such day is not a trading day, the valuation date will be
postponed to the next succeeding trading day. If a market
disruption event (as defined under “—Market Disruption Events”
below) occurs or is continuing on the valuation date, then the
valuation date will be postponed to the first succeeding trading
day on which a market disruption event has not occurred and is not
continuing; however, if such first succeeding trading day has not
occurred as of the eighth trading day after the originally
scheduled valuation date, that eighth trading day shall be deemed
to be the valuation date. If the valuation date has been postponed
eight trading days after the originally scheduled valuation date
and a market disruption event occurs or is continuing on such
eighth trading day, the calculation agent will determine the
closing price of the Fund on such eighth trading day based on its
good faith estimate of the value of the shares (or other applicable
securities) of the Fund as of the close of trading on such eighth
trading day.
If the valuation
date is postponed, then the maturity date of the securities will be
postponed by an equal number of business days.
|
The Fund:
|
The return on the
securities is linked to the performance of the Technology Select
Sector SPDR®
Fund (the Fund).
|
Payment at
Maturity:
|
At maturity, for each security you
own, you will receive a cash payment equal to the maturity payment amount. The maturity
payment amount to which you will be entitled depends on the change
in the price of the Fund based on the Final Fund Price relative to
the Initial Fund Price, and whether or not the Final Fund Price is
below the Threshold Price.
|
|
The maturity payment amount for each
security will be determined by the calculation agent as described
below:
•
If the Final Fund Price is
greater than or
equal to the Threshold
Price, the maturity payment amount per security will
equal:
$1,000 + the Contingent Fixed Return
•
If the Final Fund
Price is less than the
Threshold Price, the maturity payment amount per security will
equal:
|
|
$1,000
- ( $1,000 x
|
Initial Fund
Price – Final Fund Price
|
)
|
Initial
Fund Price
|
|
In such a case,
you will lose up to 100% of your
principal.
If the Final Fund Price is less than the Threshold Price, you will
lose more than 15%, and up to 100%, of your principal. If the Final
Fund Price is zero, the maturity payment amount will be $0.00 per
security.
If any payment is due on the securities on a
day which is not a business day, then that payment may be made on
the next day that is a business day, in the same amount and with
the same effect as if paid on the original due
date. No
interest will be payable as a result of that
postponement.
|
Contingent Fixed Return:
|
14% of the principal amount per
security ($140 per security)
|
Initial Fund
Price:
|
$121.75, which
was the fund closing price of the Fund on the pricing date.
|
Final Fund
Price:
|
The fund closing
price of the Fund on the valuation date, as determined by the
calculation agent.
|
Threshold
Price:
|
$103.4875, which
is 85% of the Initial Fund Price.
|
Closing
Price:
|
The “closing
price” for one share of the Fund (or one unit of any other security
for which a closing price must be determined) on any trading day
means the official closing price on such day published by the
principal United States securities exchange registered under the
Securities Exchange Act of 1934, as amended, on which the Fund (or
any such other security) is listed or admitted to trading.
|
Fund Closing
Price:
|
The “fund closing
price” on any trading day means the product of (i) the closing
price of one share of the Fund (or one unit of any other security
for which a fund closing price must be determined) on such trading
day and (ii) the adjustment factor applicable to the Fund on such
trading day.
|
Adjustment
Factor:
|
The “adjustment factor” means, with
respect to a share of the Fund (or one unit of any other security
for which a fund closing price must be determined), 1.0, subject to
adjustment in the event of certain events affecting the shares of
the Fund. See “—Anti-dilution Adjustments Relating to the Fund”
below.
|
Market Disruption
Events:
|
A “market
disruption event”, means any of the following events as determined
by the calculation agent in its sole discretion:
•
the occurrence
or existence of a material suspension of or limitation imposed on
trading by the relevant stock exchange (as defined below) or
otherwise relating to the shares (or other applicable securities)
of the Fund or any successor fund on the relevant stock exchange at
any time during the one-hour period that ends at the close of
trading on such day, whether by reason of movements in price
exceeding limits permitted by such relevant stock exchange or
otherwise;
•
the
occurrence or existence of a material suspension of or limitation
imposed on trading by any related futures or options exchange (as
defined below) or otherwise in futures or options contracts
relating to the shares (or other applicable securities) of the Fund
or any successor fund on any related futures or options exchange at
any time during the one-hour period that ends at the close of
trading on that day, whether by reason of movements in price
exceeding limits permitted by the related futures or options
exchange or otherwise;
•
the occurrence
or existence of any event, other than an early closure, that
materially disrupts or impairs the ability of market participants
in general to effect transactions in, or obtain market values for,
shares (or other applicable securities) of the Fund or any
successor fund on the relevant stock exchange at any time during
the one-hour period that ends at the close of trading on that
day;
•
the occurrence
or existence of any event, other than an early closure, that
materially disrupts or impairs the ability of market participants
in general to effect transactions in, or obtain market values for,
futures or options contracts relating to shares (or other
applicable securities) of the Fund or any successor fund on any
related futures or options exchange at any time during the one-hour
period that ends at the close of trading on that day;
•
the
closure of the relevant stock exchange or any related futures or
options exchange with respect to the Fund or any successor fund
prior to its scheduled closing time unless the earlier closing time
is announced by the relevant stock exchange or related futures or
options exchange, as applicable, at least one hour prior to the
earlier of (1) the actual closing time for the regular trading
session on such relevant stock exchange or related futures or
options exchange, as applicable, and (2) the submission deadline
for orders to be entered into the relevant stock exchange or
related futures or options exchange, as applicable, system for
execution at the close of trading on that day; or
•
the
relevant stock exchange or any related futures or options exchange
with respect to the Fund or any successor fund fails to open for
trading during its regular trading session.
For purposes of
determining whether a market disruption event has occurred:
(1)
“close of trading” means the scheduled
closing time of the relevant stock exchange with respect to the
Fund or any successor fund; and
(2)
the “scheduled closing time”
of the relevant stock exchange or any related futures or options
exchange on any trading day for the Fund or any successor fund
means the scheduled weekday closing time of such relevant stock
exchange or related futures or options exchange on
such
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trading day, without regard to after hours or
any other trading outside the regular trading session
hours.
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Anti-Dilution
Adjustments
Relating to the
Fund:
|
The calculation
agent will adjust the adjustment factor as specified below if any
of the events specified below occurs with respect to the Fund and
the effective date or ex-dividend date, as applicable, for such
event is after the pricing date and on or prior to the valuation
date.
The adjustments
specified below do not cover all events that could affect the Fund,
and there may be other events that could affect the Fund for which
the calculation agent will not make any such adjustments,
including, without limitation, an ordinary cash dividend.
Nevertheless, the calculation agent may, in its sole discretion,
make additional adjustments to any terms of the securities upon the
occurrence of other events that affect or could potentially affect
the market price of, or shareholder rights in, the Fund, with a
view to offsetting, to the extent practical, any such change, and
preserving the relative investment risks of the securities. In
addition, the calculation agent may, in its sole discretion, make
adjustments or a series of adjustments that differ from those
described herein if it determines that such adjustments do not
properly reflect the economic consequences of the events specified
in this pricing supplement or would not preserve the relative
investment risks of the securities. All determinations made by the
calculation agent in making any adjustments to the terms of the
securities, including adjustments that are in addition to, or that
differ from, those described in this pricing supplement, will be
made in good faith and a commercially reasonable manner, with the
aim of ensuring an equitable result. In determining whether to make
any adjustment to the terms of the securities, the calculation
agent may consider any adjustment made by the Options Clearing
Corporation or any other equity derivatives clearing organization
on options contracts on the Fund.
For any event
described below, the calculation agent will not be required to
adjust the adjustment factor unless the adjustment would result in
a change to the adjustment factor then in effect of at least 0.10%.
The adjustment factor resulting from any adjustment will be rounded
up or down, as appropriate, to the nearest one-hundred
thousandth.
(A)
Stock Splits and Reverse
Stock Splits
If a stock
split or reverse stock split has occurred, then once such split has
become effective, the adjustment factor will be adjusted to equal
the product of the prior
adjustment factor and the number of securities which a holder of
one share (or other applicable security) of the Fund before the
effective date of such stock split or reverse stock split would
have owned or been entitled to receive immediately following the
applicable effective date.
(B)
Stock Dividends
If a
dividend or distribution of shares (or other applicable securities)
to which the securities are linked has been made by the Fund
ratably to all holders of record of such shares (or other
applicable security), then the adjustment factor will be adjusted
on the ex-dividend date to equal the prior adjustment factor plus
the product of the prior
adjustment factor and the number of shares (or other applicable
security) of the Fund which a holder of one share (or other
applicable security) of the Fund before the ex-dividend date would
have owned, or been entitled to receive, immediately following that
date; provided, however, that no adjustment will be made for a
distribution for which the number of securities of the Fund paid or
distributed is based on a fixed cash
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|
equivalent value. For example, if a one-for-one share
dividend is made as to the Fund, the adjustment factor will be
changed from 1 to 2.
(C)
Extraordinary
Dividends
If an
extraordinary dividend (as defined below) has occurred, then the
adjustment factor will be adjusted on the ex-dividend date to equal
the product of the prior
adjustment factor and a fraction, the numerator of which is the
closing price per share (or other applicable security) of the Fund
on the trading day preceding the ex-dividend date, and the
denominator of which is the amount by which the closing price per
share (or other applicable security) of the Fund on the trading day
preceding the ex-dividend date exceeds the extraordinary dividend
amount (as defined below).
For
purposes of determining whether an extraordinary dividend has
occurred:
(1)
“extraordinary dividend” means any cash
dividend or distribution (or portion thereof) that the calculation
agent determines, in its sole discretion, is extraordinary or
special; and
(2)
“extraordinary dividend amount” with
respect to an extraordinary dividend for the securities of the Fund
will equal the amount per share (or other applicable security) of
the Fund of the applicable cash dividend or distribution that is
attributable to the extraordinary dividend, as determined by the
calculation agent in its sole discretion.
A
distribution on the securities of the Fund described below under
the section entitled “—Reorganization Events” below that also
constitutes an extraordinary dividend will only cause an adjustment
pursuant to that “—Reorganization Events” section.
(D)
Other
Distributions
If the
Fund declares or makes a distribution to all holders of the shares
(or other applicable security) of the Fund of any non-cash assets,
excluding dividends or distributions described under the section
entitled “—Stock Dividends” above, then the calculation agent may,
in its sole discretion, make such adjustment (if any) to the
adjustment factor as it deems appropriate in the circumstances. If
the calculation agent determines to make an adjustment pursuant to
this paragraph, it will do so with a view to offsetting, to the
extent practical, any change in the economic position of a holder
of the securities that results solely from the applicable
event.
(E)
Reorganization
Events
If the
Fund, or any successor fund, is subject to a merger, combination,
consolidation or statutory exchange of securities with another
exchange traded fund, and the Fund is not the surviving entity (a
“reorganization event”), then, on or after the date of such
event, the calculation agent shall, in its sole discretion, make an
adjustment to the adjustment factor or the method of determining
the maturity payment amount or any other terms of the securities as
the calculation agent determines appropriate to account for the
economic effect on the securities of such event, and determine the
effective date of that adjustment. If the calculation agent
determines that no adjustment that it could make will
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produce a commercially reasonable result, then the calculation
agent may deem such event a liquidation event (as defined
below).
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Liquidation
Events:
|
If the Fund is
de-listed, liquidated or otherwise terminated (a “liquidation
event”), and a successor or substitute exchange traded fund
exists that the calculation agent determines, in its sole
discretion, to be comparable to the Fund, then, upon the
calculation agent’s notification of that determination to the
Trustee and to us, any subsequent fund closing price for the Fund
will be determined by reference to the fund closing price of such
successor or substitute exchange traded fund (such exchange traded
fund being referred to herein as a “successor fund”), with
such adjustments as the calculation agent determines are
appropriate to account for the economic effect of such substitution
on holders of the securities.
If the Fund
undergoes a liquidation event prior to, and such liquidation event
is continuing on, the date that any fund closing price of the Fund
is to be determined and the calculation agent determines that no
successor fund is available at such time, then the calculation
agent will, in its discretion, calculate the fund closing price for
the Fund on such date by a computation methodology that the
calculation agent determines will as closely as reasonably possible
replicate the Fund, provided that if the calculation agent
determines in its discretion that it is not practicable to
replicate the Fund (including but not limited to the instance in
which the sponsor of the Underlying Index discontinues publication
of the Underlying Index), then the calculation agent will calculate
the fund closing price for the Fund in accordance with the formula
last used to calculate such fund closing price before such
liquidation event, but using only those securities that were held
by the Fund immediately prior to such liquidation event without any
rebalancing or substitution of such securities following such
liquidation event.
If a successor fund
is selected or the calculation agent calculates the fund closing
price as a substitute for the Fund, such successor fund or fund
closing price will be used as a substitute for the Fund for all
purposes, including for purposes of determining whether a market
disruption event exists. Notwithstanding these alternative
arrangements, a liquidation event with respect to the Fund may
adversely affect the value of the securities.
If any event is both
a reorganization event and a liquidation event, such event will be
treated as a reorganization event for purposes of the securities
unless the calculation agent makes the determination referenced in
the last sentence of the section entitled “—Anti-Dilution
Adjustments Relating to the Fund: Reorganization Events”
above.
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Alternate
Calculation:
|
If at any time the method of calculating the Fund or a successor
fund, or the Underlying Index, is changed in a material respect, or
if the Fund or a successor fund is in any other way modified so
that the Fund does not, in the opinion of the calculation agent,
fairly represent the price of the securities of the Fund or such
successor fund had such changes or modifications not been made,
then the calculation agent may, at the close of business in New
York City on the date that any fund closing price is to be
determined, make such calculations and adjustments as, in the good
faith judgment of the calculation agent, may be necessary in order
to arrive at a closing price of the Fund comparable to the Fund or
such successor fund, as the case may be, as if such changes or
modifications had not been made, and calculate the fund closing
price and the maturity payment amount with reference to such
adjusted closing price of the Fund or such successor fund, as
applicable.
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Calculation
Agent:
|
RBC Capital
Markets, LLC will serve as the calculation agent. All
determinations made by the calculation agent will be at the sole
discretion of the calculation agent and, absent a determination of
a manifest error, will be conclusive for all purposes and binding
on the holders and beneficial owners of the securities.
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Trustee:
|
The Bank of New York Mellon
|
Business
Day:
|
For purposes of
the securities, a business day means a Monday, Tuesday, Wednesday,
Thursday or Friday that is not a day on which banking institutions
in The City of New York generally are authorized or obligated by
law, regulation or executive order to close.
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A
“trading day” means a day, as determined by the calculation agent,
on which the relevant stock exchange and each related futures or
options exchange with respect to the Fund or any successor thereto,
if applicable, are scheduled to be open for trading for their
respective regular trading sessions.
The
“relevant stock exchange” means the primary exchange or quotation
system on which shares (or other applicable securities) of the Fund
are traded, as determined by the calculation agent.
The
“related futures or options exchange” means each exchange or
quotation system where trading has a material effect (as determined
by the calculation agent) on the overall market for futures or
options contracts relating to the Fund.
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Additional
Amounts:
|
We will pay any
amounts to be paid by us on the securities without deduction or
withholding for, or on account of, any and all present or future
income, stamp and other taxes, levies, imposts, duties, charges,
fees, deductions or withholdings (taxes) now or hereafter imposed,
levied, collected, withheld or assessed by or on behalf of Canada
or any Canadian political subdivision or authority that has the
power to tax, unless the deduction or withholding is required by
law or by the interpretation or administration thereof by the
relevant governmental authority. At any time a Canadian taxing
jurisdiction requires us to deduct or withhold for or on account of
taxes from any payment made under or in respect of the securities,
we will pay such additional amounts (Additional Amounts) as may be necessary
so that the net amounts received by each holder (including
Additional Amounts), after such deduction or withholding, will not
be less than the amount the holder would have received had no such
deduction or withholding been required.
However, no
Additional Amounts will be payable with respect to a payment made
to a holder of a security or of a right to receive payments in
respect thereto (a Payment
Recipient), which we refer to as an Excluded Holder, in respect of any
taxes imposed because the beneficial owner or Payment
Recipient:
(i)
is someone with whom we do not deal at arm’s
length (within the meaning of the Income Tax Act (Canada)) at the
time of making such payment;
(ii)
is subject to such taxes by reason of its being
connected presently or formerly with Canada or any province or
territory thereof otherwise than by reason of the holder’s activity
in connection with purchasing the securities, the holding of
securities or the receipt of payments thereunder;
(iii)
is, or
does not deal at arm’s length with a person who is, a specified shareholder (within the
meaning of subsection 18(5) of the Income Tax Act (Canada)) of
Royal Bank of Canada (generally a person will be a specified
shareholder for this purpose if that person, either alone or
together with persons with whom the person does not deal at arm’s
length, owns 25% or more of (a) our voting shares, or (b) the fair
market value of all of our issued and outstanding
shares);
(iv)
presents
such security for payment (where presentation is required) more
than 30 days after the relevant date (except to the extent that the
holder thereof would have been entitled to such Additional Amounts
on presenting a security for payment on the last day
of
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such 30 day period); for this purpose, the
relevant date in relation
to any payments on any security means:
a.
the due date for payment thereof,
or
b.
if the full amount of
the monies payable on such date has not been received by the
Trustee on or prior to such due date, the date on which the full
amount of such monies has been received and notice to that effect
is given to holders of the securities in accordance with the
Indenture;
(v)
could lawfully avoid (but has not so avoided)
such withholding or deduction by complying, or requiring that any
agent comply with, any statutory requirements necessary to
establish qualification for an exemption from withholding or by
making, or requiring that any agent make, a declaration of
non-residence or other similar claim for exemption to any relevant
tax authority; or
(vi)
is subject to deduction or withholding on
account of any tax, assessment, or other governmental charge that
is imposed or withheld by reason of the application of Section 1471
through 1474 of the United States Internal Revenue Code of 1986, as
amended (Code) (or any
successor provisions), any regulation, pronouncement, or agreement
thereunder, official interpretations thereof, or any law
implementing an intergovernmental approach thereto, whether
currently in effect or as published and amended from time to
time.
For the avoidance
of doubt, we will not have any obligation to pay any holders
Additional Amounts on any tax which is payable otherwise than by
deduction or withholding from payments made under or in respect of
the securities at maturity.
We will also make
such withholding or deduction and remit the full amount deducted or
withheld to the relevant authority in accordance with applicable
law. We will furnish to the Trustee, within 30 days after the
date the payment of any taxes is due pursuant to applicable law,
certified copies of tax receipts evidencing that such payment has
been made or other evidence of such payment satisfactory to the
Trustee. We will indemnify and hold harmless each holder of
the securities (other than an Excluded Holder) and upon written
request reimburse each such holder for the amount of (x) any taxes
so levied or imposed and paid by such holder as a result of
payments made under or with respect to the securities, and (y) any
taxes levied or imposed and paid by such holder with respect to any
reimbursement under (x) above, but excluding any such taxes on such
holder’s net income or capital.
For additional
information, see the section entitled “Tax Consequences—Canadian
Taxation” in the accompanying prospectus.
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Authorized
Denominations:
|
$1,000 and
integral multiples of $1,000 in excess thereof.
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Form of
Securities:
|
Book-entry
|
Listing:
|
The securities
will not be listed on any securities exchange.
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Events of Default and
Acceleration:
|
If the maturity
of the securities is accelerated upon an event of default under the
Indenture, the amount payable upon acceleration will be determined
by the calculation agent. The amount will be the maturity payment
amount, calculated as if the date of declaration of acceleration
were the valuation date.
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Terms Incorporated in the
Master
Note:
|
All of the terms
in “Specific Terms of the Securities.”
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TECHNOLOGY SELECT SECTOR SPDR®
FUND
We have
derived the following information regarding the Fund from publicly
available documents relating to the Fund. We have not independently
verified the accuracy or completeness of the following information.
We are not affiliated with the Fund and the Fund will have no
obligations with respect to the securities. This pricing supplement
relates only to the securities and does not relate to the shares of
the Fund or any assets included in the applicable Underlying Index.
Neither we nor Wells Fargo Securities, LLC participates in the
preparation of the publicly available documents described below.
Neither we nor Wells Fargo Securities, LLC has made any due
diligence inquiry with respect to the Fund in connection with the
offering of the securities. There can be no assurance that all
events occurring prior to the date of this pricing supplement,
including events that would affect the accuracy or completeness of
the publicly available documents described below, that would affect
the trading price of the shares of the Fund have been or will be
publicly disclosed. Subsequent disclosure of any events or the
disclosure of or failure to disclose material future events
concerning the Fund could affect the value of the shares of the
Fund on the valuation date and therefore could affect the payment
at maturity.
Information concerning the Fund filed with the SEC can be obtained
through the SEC’s website at
www.sec.gov. None of this publicly available
information is incorporated by reference into this pricing
supplement.
The Fund
seeks to provide investment results that correspond generally to
the total return performance, before fees and expenses, of the
Technology Select Sector Index. The Technology Select Sector Index
is designed to measure the performance of the technology sector of
the S&P 500®
Index, as described below. The Fund trades on the NYSE Arca under
the ticker symbol “XLK.”
In
seeking to track the performance of the Underlying Index, the Fund
employs a replication strategy, which means that the Fund typically
invests in substantially all of the securities represented in the
Index in approximately the same proportions as the Underlying
Index.
Under
normal market conditions, the Fund generally invests substantially
all, but at least 95%, of its total assets in the securities
comprising the Underlying Index. In addition, the Fund may invest
in cash and cash equivalents or money market instruments, such as
repurchase agreements and money market funds.
The Technology Select Sector Index
The Technology Select Sector Index is a modified market
capitalization-based index, intended to provide investors with a
way to track the movements of certain public companies that
represent the information technology sector of the S&P
500®
Index. The Technology Select Sector Index includes companies in the
following industries: IT services; software; communications
equipment; technology hardware, storage and peripherals; electronic
equipment, instruments and components; and semiconductors and
semiconductor equipment. The Technology Select Sector Index is one
of the Select Sector sub-indices of the S&P 500®
Index, each of which we refer to as a “Select Sector Index.”
Eligibility Criteria for
Index Components
The
stocks included in each Select Sector Index are selected from the
universe of companies represented by the S&P 500®
Index. Standard & Poor’s Financial Services LLC (“S&P”)
acts as index calculation agent in connection with the calculation
and dissemination of each Select Sector Index. Each stock in the
S&P 500®
Index is allocated to only one Select Sector Index, and the Select
Sector Indices together comprise all of the companies in the
S&P 500®
Index.
The
Underling Index includes companies that have been identified as
Information Technology companies by the Global Industry
Classification Standard (GICS®),
including securities of companies from the following industries:
technology hardware, storage, and peripherals; software;
communications equipment; semiconductors and semiconductor
equipment; IT services; and electronic equipment, instruments and
components.
Index Maintenance
Each Select
Sector Index was developed and is maintained in accordance with the
following criteria:
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• |
Each of the component stocks in a
Select Sector Index (the “SPDR Component Stocks”) is a constituent
company of the S&P 500®
Index.
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•
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The several Select Sector Indices
together will include all of the companies represented in the
S&P 500®
Index and each of the stocks in the S&P 500®
Index will be allocated to one and only one of the Select Sector
Indices.
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• |
Each constituent stock of the S&P
500®
Index is assigned to a Select Sector Index on the basis of that
company’s sales and earnings composition and the sensitivity of the
company’s stock price and business results to the common factors
that affect other companies in each Select Sector Index.
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• |
S&P has sole control over the
removal of stocks from the S&P 500®
Index and the selection of replacement stocks to be added to the
S&P 500®
Index.
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• |
Each Select Sector Index is
calculated by S&P using a modified “market capitalization”
methodology. This design ensures that each of the component stocks
within a Select Sector Index is represented in a proportion
consistent with its percentage with respect to the total market
capitalization of that Select Sector Index. However, under certain
conditions, the number of shares of a component stock within the
Select Sector Index may be adjusted to conform to certain Code
requirements.
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Calculation of the Underlying Index
Each
Select Sector Index is calculated using the same methodology
utilized by S&P in calculating the S&P 500®
Index, using a base-weighted aggregate methodology. The daily
calculation of each Select Sector Index is computed by dividing the
total market value of the companies in the Select Sector Index by a
number called the index divisor.
A
SPDR®
Component Stock which has been assigned to one Select Sector Index
may be determined to have undergone a transformation in the
composition of its business, and that it should be removed from
that Select Sector Index and assigned to a different Select Sector
Index. In the event that a SPDR®
Component Stock’s Select Sector Index assignment should be changed,
S&P will disseminate notice of the change following its
standard procedure for announcing index changes, and will implement
the change in the affected Select Sector Indexes on a date no less
than one week after the initial dissemination of information on the
sector change to the maximum extent practicable.
SPDR®
Component Stocks removed from and added to the S&P
500®
Index will be deleted from and added to the appropriate Select
Sector Index on the same schedule used by S&P for additions and
deletions from the S&P 500®
Index insofar as practicable.
Additional
information regarding the calculation and composition of the
Underlying Index, including the index methodology, may be found on
S&P’s website. Information included on that website is
not included or incorporated by reference in this document.
Historical Closing Prices per Share of the Fund
Since its inception, the price of the Fund has experienced
significant fluctuations. Any historical upward or downward trend
in the closing price of the Fund during any period shown below is
not an indication that the closing price of the Fund is more or
less likely to increase or decrease at any time during the term of
the securities. The historical prices of the Fund do not give an
indication of future performance of the Fund. We cannot make any
assurance that the future performance of the Fund or the trading
prices of the common stocks held by the Fund will result in holders
of the securities receiving a positive total return on their
investment.
We obtained the closing prices of the Fund listed below from
Bloomberg Financial Markets without independent verification. The
actual closing prices of the Fund at or near maturity of the
securities may bear little relation to the historical prices shown
below.
The following graph sets forth the daily closing prices of the Fund
for the period from January 1, 2015 to November 24, 2020. This
historical data on the Fund is not indicative of the future price
per share of the Fund or what the market value of the securities
may be. Any historical upward or downward trend in the price per
share of the Fund during any period set forth below is not any
indication that the price per share of the Fund is more or less
likely to increase or decrease at any time during the term of the
securities. When
evaluating the historical performance of the Fund contained below,
you should bear in mind that in September 2018, the Fund made a
significant change to its portfolio so that it no longer holds
communication services stocks. The historical performance of the
Fund shown below might have been meaningfully different had
the Fund
not held communication services stocks prior to September 2018. See
“Risk Factors—The Underlying Index tracked by the Fund has recently
undergone a significant change and, as a result, the Underlying
Index tracked by the Fund will differ in important ways from the
Underlying Index tracked by the Fund in the past.”

CANADIAN FEDERAL INCOME TAX CONSEQUENCES
An
investor should read carefully the description of material Canadian
federal income tax considerations relevant to a Non-resident Holder
owning debt securities under “Tax Consequences—Canadian Taxation”
in the accompanying prospectus.
SUPPLEMENTAL DISCUSSION OF U.S. FEDERAL INCOME TAX
CONSEQUENCES
The following, together with the discussion of U.S. federal income
taxation in the accompanying prospectus and prospectus supplement,
is a general description of the material U.S. tax considerations
relating to the securities. It does not purport to be a complete
analysis of all tax considerations relating to the securities.
Prospective purchasers of the securities should consult their tax
advisors as to the consequences under the tax laws of the country
of which they are resident for tax purposes and the tax laws of the
U.S. of acquiring, holding and disposing of the securities and
receiving payments under the securities. This summary is based upon
the law as in effect on the date of this pricing supplement and is
subject to any change in law that may take effect after such
date.
Supplemental U.S. Tax Considerations
The following section supplements and, to the extent applicable,
supersedes the discussion of U.S. federal income taxation in the
accompanying prospectus under “Tax Consequences – United States
Taxation” and prospectus supplement under “Certain Income Tax
Consequences – United States Taxation” with respect to U.S. holders
(as defined in the accompanying prospectus). It applies only
to those initial holders who are not excluded from the discussion
of U.S. federal income taxation in the accompanying prospectus. It
does not apply to holders subject to special rules including
holders subject to Section 451(b) of the Code. You should consult
with your own tax advisor concerning the consequences of investing
in and holding the securities.
NO STATUTORY, JUDICIAL OR ADMINISTRATIVE AUTHORITY DIRECTLY
DISCUSSES HOW THE SECURITIES SHOULD BE TREATED FOR U.S. FEDERAL
INCOME TAX PURPOSES. AS A RESULT, THE U.S. FEDERAL INCOME TAX
CONSEQUENCES OF AN INVESTMENT IN THE SECURITIES ARE
UNCERTAIN. BECAUSE OF THE UNCERTAINTY, YOU SHOULD CONSULT
YOUR TAX ADVISOR IN DETERMINING THE U.S. FEDERAL INCOME TAX AND
OTHER TAX CONSEQUENCES OF YOUR INVESTMENT IN THE SECURITIES,
INCLUDING THE APPLICATION OF STATE, LOCAL OR OTHER TAX LAWS AND THE
POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.
In the opinion of our counsel, Morrison & Foerster LLP, it is
reasonable to treat the securities as pre-paid cash-settled
derivative contracts in respect of the Fund that are “open
transactions” for U.S. federal income tax purposes, and by
purchasing the securities a holder agrees (in the absence of a
change in law or an administrative or judicial ruling to the
contrary) to treat the securities for all tax purposes in
accordance with such characterization. If the securities are
so treated, subject to the discussion below concerning the
potential application of the “constructive ownership” rules under
Section 1260 of the Code, a U.S. holder should generally recognize
capital gain or loss upon the sale, exchange or maturity of the
securities in an amount equal to the difference between the amount
a holder receives at such time and the holder’s tax basis in the
securities. In general, a U.S. holder’s tax basis in the
securities will be equal to the price the holder paid for the
securities. Capital gain recognized by an individual U.S.
holder is generally taxed at preferential rates where the property
is held for more than one year and is generally taxed at ordinary
income rates where the property is held for one year or less.
The deductibility of capital losses is subject to
limitations.
Potential Application of
Section 1260 of the Code. Since shares of the Fund are
the type of financial asset described under Section 1260 of the
Code (including, among others, any equity interest in pass-thru
entities such as regulated investment companies (including certain
exchange-traded funds), real estate investment trusts, partnerships
and passive foreign investment companies), while the matter is not
entirely clear, there exists a substantial risk that an investment
in the securities is a “constructive ownership transaction” to
which Section 1260 of the Code applies. If Section 1260 of the Code
applies, all or a portion of any long-term capital gain recognized
by a U.S. holder in respect of the securities could be
recharacterized as ordinary income (the Excess Gain). In addition, an interest
charge will also apply to any deemed underpayment of tax in respect
of any Excess Gain to the extent such gain would have resulted in
gross income inclusions for the U.S. holder in taxable years prior
to the taxable year of the sale, exchange or maturity (assuming
such income accrued at a constant rate equal to the applicable
federal rate as of the date of sale, exchange or maturity).
If an
investment in the securities is treated as a constructive ownership
transaction, it is not clear to what extent any long-term capital
gain of a U.S. holder in respect of the securities will be
recharacterized as ordinary income. It is possible, for
example, that the amount of the Excess Gain (if any) that would be
recharacterized as ordinary income in respect of the securities
will equal the excess of (i) any long-term capital gain recognized
by the U.S. holder in respect of the securities,
over
(ii) the “net underlying long-term capital gain” (as defined in
Section 1260 of the Code) such U.S. holder would have had if such
U.S. holder had acquired shares of the Fund at fair market value on
the original issue date of the securities for an amount equal to
the issue price of the securities and sold such shares of the Fund
upon the date of sale, exchange or maturity of the securities at
fair market value. To the extent any gain is treated as long-term
capital gain after application of the recharacterization rules of
Section 1260 of the Code, such gain would be subject to U.S.
federal income tax at the rates that would have been applicable to
the net underlying long-term capital gain. U.S. holders should
consult their tax advisors regarding the potential application of
Section 1260 of the Code to an investment in the securities.
Alternative
Treatments. Alternative tax treatments of the
securities are also possible and the IRS might assert that a
treatment other than that described above is more
appropriate. For example, it would also be possible to treat
the securities, and the IRS might assert that the securities should
be treated, as a single debt instrument. Pursuant to such
characterization, since the securities have a term that exceeds one
year, such a debt instrument would be subject to the special tax
rules governing contingent payment debt instruments. If the
securities are so treated, a holder would generally be required to
accrue interest currently over the term of the securities even
though that holder will not receive any payments from us prior to
maturity. In addition, any gain a holder might recognize upon
the sale, exchange or maturity of the securities would be ordinary
income and any loss recognized by a holder at such time would be
ordinary loss to the extent of interest included in income in the
current or previous taxable years in respect of the securities, and
thereafter, would be capital loss.
Because of the absence of authority regarding the appropriate tax
characterization of the securities, it is also possible that the
IRS could seek to characterize the securities in a manner that
results in tax consequences that are different from those described
above. For example, the IRS could possibly assert that any gain or
loss that a holder may recognize upon the sale, exchange or
maturity of the securities should be treated as ordinary gain or
loss.
The IRS has released a notice that may affect the taxation of
holders of the securities. According to the notice, the IRS
and the U.S. Treasury Department are actively considering whether
the holder of an instrument such as the securities should be
required to accrue ordinary income on a current basis. It is not
possible to determine what guidance they will ultimately issue, if
any. It is possible, however, that under such guidance,
holders of the securities will ultimately be required to accrue
income currently and this could be applied on a retroactive
basis. The IRS and the U.S. Treasury Department are also
considering other relevant issues, including whether additional
gain or loss from such instruments should be treated as ordinary or
capital and whether the constructive ownership rules of Section
1260 of the Code, as discussed above, might be applied to such
instruments. Holders are urged to consult their tax advisors
concerning the significance, and the potential impact, of the above
considerations. We intend to treat the securities for U.S.
federal income tax purposes in accordance with the treatment
described in this document unless and until such time as the U.S.
Treasury Department and IRS determine that some other treatment is
more appropriate.
Backup Withholding and
Information Reporting. Payments made with respect to
the securities and proceeds from the sale or maturity of the
securities may be subject to a backup withholding tax unless, in
general, the holder complies with certain procedures or is an
exempt recipient. Any amounts so withheld generally will be
refunded by the IRS or allowed as a credit against the holder’s
U.S. federal income tax liability, provided the holder makes a
timely filing of an appropriate tax return or refund claim to the
IRS.
Non-U.S. Holders. The
following discussion applies to non-U.S. holders of the securities.
A non-U.S. holder is a beneficial owner of a security that, for
U.S. federal income tax purposes, is a non-resident alien
individual, a foreign corporation, or a foreign estate or
trust.
Except as described below, a non-U.S. holder will generally not be
subject to U.S. federal income or withholding tax for amounts paid
in respect of the securities, provided that (i) the holder complies
with any applicable certification requirements, (ii) the payment is
not effectively connected with the conduct by the holder of a U.S.
trade or business, and (iii) if the holder is a non-resident alien
individual, such holder is not present in the U.S. for 183 days or
more during the taxable year of the sale, exchange or maturity of
the securities. In the case of (ii) above, the holder
generally would be subject to U.S. federal income tax with respect
to any income or gain in the same manner as if the holder were a
U.S. holder and, in the case of a holder that is a corporation, the
holder may also be subject to a branch profits tax equal to 30% (or
such lower rate provided by an applicable U.S. income tax treaty)
of a portion of its earnings and profits for the taxable year that
are effectively connected with its conduct of a trade or business
in the U.S., subject to certain adjustments. Payments made to
a non-U.S. holder may be subject to information reporting and to
backup withholding unless the holder complies with applicable
certification and identification requirements as to its foreign
status.
Under
Section 871(m) of the Code, a “dividend equivalent” payment is
treated as a dividend from sources within the United States. Such
payments generally would be subject to a 30% U.S. withholding tax
if paid to a non-U.S. holder. Under U.S. Treasury Department
regulations, payments (including deemed payments) with respect to
equity-linked instruments
(“ELIs”) that are “specified ELIs” may be treated as dividend
equivalents if such specified ELIs reference an interest in an
“underlying security,” which is generally any interest in an entity
taxable as a corporation for U.S. federal income tax purposes if a
payment with respect to such interest could give rise to a U.S.
source dividend. However, the IRS has issued guidance that states
that the U.S. Treasury Department and the IRS intend to amend the
effective dates of the U.S. Treasury Department regulations to
provide that withholding on dividend equivalent payments will not
apply to specified ELIs that are not delta-one instruments and that
are issued before January 1, 2023. Based on our representation that
the securities are not delta-one instruments, non-U.S. holders
should not be subject to withholding on dividend equivalent
payments, if any, under the securities. However, it is possible
that the securities could be treated as deemed reissued for U.S.
federal income tax purposes upon the occurrence of certain events
affecting the Fund or the securities (for example, upon a
rebalancing of the Fund or the Underlying Index), and following
such occurrence the securities could be treated as subject to
withholding on dividend equivalent payments. Non-U.S. holders that
enter, or have entered, into other transactions in respect of the
Fund, the Underlying Index or its constituents should consult their
tax advisors as to the application of the dividend equivalent
withholding tax in the context of the securities and their other
transactions. If any payments are treated as dividend equivalents
subject to withholding, we (or the applicable withholding agent)
would be entitled to withhold taxes without being required to pay
any additional amounts with respect to amounts so withheld.
As discussed above, alternative characterizations of the securities
for U.S. federal income tax purposes are possible. Should an
alternative characterization, by reason of change or clarification
of the law, by regulation or otherwise, cause payments on the
securities to become subject to withholding tax, we or the
applicable withholding agent will withhold tax at the applicable
statutory rate. The IRS has also indicated that it is
considering whether income in respect of instruments such as the
securities should be subject to withholding tax. We will not
be required to pay any additional amounts in respect of such
withholding. Prospective investors should consult their own
tax advisors in this regard.
Foreign Account Tax Compliance
Act. The Foreign Account Tax Compliance Act (“FATCA”)
imposes a 30% U.S. withholding tax on certain U.S.–source payments,
including interest (and original issue discount), dividends, other
fixed or determinable annual or periodical gains, profits, and
income, and on the gross proceeds from a disposition of property of
a type which can produce U.S.–source interest or dividends
(“Withholdable Payments”), if paid to a foreign financial
institution (including amounts paid to a foreign financial
institution on behalf of a holder), unless such institution enters
into an agreement with the U.S. Treasury Department to collect and
provide to the U.S. Treasury Department certain information
regarding U.S. financial account holders, including certain account
holders that are foreign entities with U.S. owners, with such
institution or otherwise complies with FATCA. In addition, the
securities may constitute a “financial account” for these purposes
and, thus, may be subject to information reporting requirements
pursuant to FATCA. FATCA also generally imposes a withholding
tax of 30% on Withholdable Payments made to a non-financial foreign
entity unless such entity provides the withholding agent with a
certification that it does not have any substantial U.S. owners or
a certification identifying the direct and indirect substantial
U.S. owners of the entity. Under certain circumstances, a
holder may be eligible for refunds or credits of such taxes.
The U.S. Treasury Department has proposed regulations that
eliminate the requirement of FATCA withholding on payments of gross
proceeds upon the sale or disposition of financial instruments. The
U.S. Treasury Department has indicated that taxpayers may rely on
these proposed regulations pending their finalization.
If we
determine withholding is appropriate with respect to the
securities, we will withhold tax at the applicable statutory rate,
and we will not pay any additional amounts in respect of such
withholding. Therefore, if such withholding applies, any payments
on the securities will be significantly less than what you would
have otherwise received. Depending on your circumstances, these
amounts withheld may be creditable or refundable to you. Foreign
financial institutions and non-financial foreign entities located
in jurisdictions that have an intergovernmental agreement with the
United States governing FATCA may be subject to different
rules. Prospective investors are urged to consult with their
own tax advisors regarding the possible implications of FATCA on
their investment in the securities.
USE OF PROCEEDS AND
HEDGING
The net proceeds from the sale of the securities will be used as
described under “Use of Proceeds” in the accompanying prospectus
supplement and prospectus and to hedge market risks of Royal Bank
of Canada associated with its obligation to pay the maturity
payment amount at maturity of the securities.
The initial public offering price of the securities includes the
underwriting discount and commission, as well as hedging and other
costs associated with the securities. Our hedging costs
include the projected profit that our hedge counterparty expects to
realize in consideration for assuming the risks inherent in hedging
our obligations under the securities. We have hedged our
obligations under the securities through an affiliate of Wells
Fargo Securities, LLC and/or one or more of our affiliates, and we
may in the future adjust our hedge. Because hedging our
obligations entails risk and may be influenced by market forces
beyond our or our counterparties’ control, this hedging may result
in a profit that is more or less than expected, or could result in
a loss.
We have no obligation to engage in any manner of hedging activity
and will do so solely at our discretion and for our own account. No
holder of the securities will have any rights or interest in our
hedging activity or any positions we or any counterparty may take
in connection with our hedging activity.
The
hedging activity discussed above and other trading activities that
we, Wells Fargo Securities, LLC and our respective affiliates may
engage in may adversely affect the price of the Fund, the market
value of the securities from time to time and the maturity payment
amount you will receive on the securities at maturity. See
“Risk Factors — Hedging transactions may affect the return on the
securities” and “— Potential conflicts of interest could arise” for
a discussion of these adverse effects.
SUPPLEMENTAL
PLAN OF DISTRIBUTION
The securities are being purchased
by Wells Fargo Securities, LLC (the “agent”) as principal, pursuant to a distribution
agreement between the agent and us. The agent has agreed to pay
certain of our out-of-pocket expenses of the issue of the
securities.
From time to time, the agent and its affiliates have engaged, and
in the future may engage, in transactions with and performance of
services for us for which they have been, and may be, paid
customary fees. In particular, an affiliate of the agent will be
our swap counterparty for a hedge relating to our obligations under
the securities.
In the future, the agent and its affiliates may purchase and resell
the offered securities in market-making transactions, with resales
being made at prices related to prevailing market prices at the
time of resale or otherwise. Wells Fargo Securities, LLC may act as
principal or agent in such transactions.
The
agent has committed to purchase all of these securities in the
initial public offering of the securities if any are
purchased.
The
agent has offered the securities in part directly to the public at
the public offering price set forth on the cover page of this
pricing supplement and in part to WFA and Wells Fargo Advisors
Financial Network, LLC or certain securities dealers at such price
less a selling concession of $17.50 per security. In addition to
the selling concession allowed to WFA, the agent will pay $0.75 per
security of the underwriting discount and commission to WFA as a
distribution expense fee for each security sold by WFA.
In
addition, in respect of certain securities sold in this offering,
our affiliates, RBC Capital Markets, LLC (RBCCM) may pay a fee of up to $1.00 per
security to selected securities dealers in consideration for
marketing and other services in connection with the distribution of
the securities to other securities dealers.
After
the initial public offering of the securities is completed, the
public offering price and concessions may be changed by the
agent.
Proceeds to be received by Royal Bank of Canada in this offering
will be net of the underwriting discount, commission and expenses
payable by Royal Bank of Canada.
The
securities are new issues of securities with no established trading
markets. We have been advised by the agent that the agent intends
to make a market in the securities. However the agent is not
obligated to do so and may discontinue market making at any time
without notice. No assurance can be given as to the liquidity
of the trading market for the securities.
Any
price that the agent makes available from time to time after the
original issue date at which it would be willing to purchase the
securities will generally reflect the agent’s estimate of their
value, less a customary bid-ask spread for similar trades and the
cost of unwinding any related hedge transactions. That
estimated value will be based upon a variety of factors, including
then prevailing market conditions and our creditworthiness.
However, for a period of three months after the original issue
date, the price at which the agent may purchase the securities is
expected to be higher than the price that would be determined based
on the agent’s valuation at that time less the bid-ask spread and
hedging unwind costs referenced above. This is because, at
the beginning of this period, that price will not include certain
costs that were included in the initial public offering price,
particularly a portion of the underwriting discount and commission
(not including the selling concession) and the expected profits of
our hedging counterparty(ies). As the period continues, these
costs are expected to be gradually included in the price that the
agent would be willing to pay, and the difference between that
price and the price that would be determined based on the agent’s
valuation of the securities less a bid-ask spread and hedging
unwind costs will decrease over time until the end of this
period. After this period, if the agent continues to make a
market in the securities, the prices that it would pay for them are
expected to reflect the agent’s estimated value, less the bid-ask
spread and hedging unwind costs referenced above. In
addition, the value of the securities shown on your account
statement will generally reflect the price that the agent would be
willing to pay to purchase the securities at that time.
Our
broker-dealer subsidiary, RBCCM, does not expect to make a market
in the securities. If RBCCM determines that the agent is
unable or unwilling to make a market in the securities at any time,
RBCCM may, but is not obligated to, make a
market in the
securities at that time. If RBCCM makes a market in the
securities at any time, its valuation of the securities may differ
from the agent’s valuation, and consequently the price at which it
may be willing to purchase the securities may differ from (and be
lower than) the price at which the agent would have purchased the
securities at that time.
Royal
Bank of Canada has agreed to indemnify the agent against certain
liabilities, including liabilities under the Securities Act of
1933.
No
action has been or will be taken by Royal Bank of Canada, the agent
or any broker-dealer affiliates of either Royal Bank of Canada or
the agent that would permit a public offering of the securities or
possession or distribution of this pricing supplement or the
accompanying prospectus and prospectus supplement in any
jurisdiction, other than the United States, where action for that
purpose is required. No offers, sales or deliveries of the
securities, or distribution of this pricing supplement or the
accompanying prospectus supplement and prospectus, may be made in
or from any jurisdiction except in circumstances which will result
in compliance with any applicable laws and regulations and will not
impose any obligations on Royal Bank of Canada, the agent or any
broker-dealer affiliates of either Royal Bank of Canada or the
agent.
Selling
Restrictions
The
securities and the related offer to purchase securities and sale of
securities under the terms and conditions provided in this pricing
supplement and the related prospectus supplement and prospectus do
not constitute a public offering in any non-U.S. jurisdiction, and
are being made available only to individually identified investors
pursuant to a private offering as permitted in the relevant
jurisdiction. The securities are not, and will not be, registered
with any securities exchange or registry located outside of the
United States and have not been registered with any non-U.S.
securities or banking regulatory authority. The contents of this
document have not been reviewed or approved by any non-U.S.
securities or banking regulatory authority. Any person who wishes
to acquire the securities from outside the United States should
seek the advice or legal counsel as to the relevant requirements to
acquire these securities.
Argentina
The
securities are not and will not be marketed in Argentina by means
of a public offering, as such term is defined under Section 2 of
Law Number 26,831, as amended. No application has been or will be
made with the Argentine Comisión Nacional de Valores, the Argentine
securities governmental authority, to offer the securities in
Argentina. The contents of this pricing supplement and the related
prospectus supplement and prospectus have not been reviewed by the
Argentine Comisión Nacional de Valores.
Brazil
The
securities have not been and will not be issued nor publicly
placed, distributed, offered or negotiated in the Brazilian capital
markets and, as a result, have not been and will not be registered
with the Comissão de Valores Mobiliáros (“CVM”). Any public
offering or distribution, as defined under Brazilian laws and
regulations, of the securities in Brazil is not legal without prior
registration under Law 6,385/76, and CVM applicable regulation.
Documents relating to the offering of the securities, as well as
information contained therein, may not be supplied to the public in
Brazil (as the offering of the securities is not a public offering
of securities in Brazil), nor be used in connection with any offer
for subscription or sale of the securities to the public in Brazil.
Persons wishing to offer or acquire the securities within Brazil
should consult with their own counsel as to the applicability of
registration requirements or any exemption therefrom.
British Virgin Islands
The
securities have not been, and will not be, registered under the
laws and regulations of the British Virgin Islands, nor has any
regulatory authority in the British Virgin Islands passed comment
upon or approved the accuracy or adequacy of this document. This
pricing supplement and the related prospectus supplement and
prospectus shall not constitute an offer, invitation or
solicitation to any member of the public in the British Virgin
Islands for the purposes of the Securities and Investment Business
Act, 2010, of the British Virgin Islands.
Chile
Neither
the issuer nor the securities have been registered with the
Comisión Para el Mercado Financiero pursuant to Law No. 18.045, the
Ley de Mercado de Valores and regulations thereunder, so they
cannot be publicly offered in Chile. This pricing supplement (and
the related prospectus supplement and prospectus) do not constitute
an offer of, or an invitation to subscribe for or purchase, the
securities in the republic of Chile, other than to individually
identified buyers pursuant to a
private
offering within the meaning of Article 4 of the Ley de Mercado de
Valores (an offer that is not addressed to the public at large or
to a certain sector or specific group of the public).
European Union
Each of
RBCCM and any other broker-dealer offering the securities have not
offered, sold or otherwise made available and will not offer, sell
or otherwise make available any of the securities to, any retail
investor in the European Economic Area (“EEA”) or in the United
Kingdom. For these purposes, the expression “offer” includes the
communication in any form and by any means of sufficient
information on the terms of the offer and the securities to be
offered so as to enable an investor to decide to purchase or
subscribe the securities, and a “retail investor” means a person
who is one (or more) of: (a) a retail client, as defined in point
(11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID
II”); or (b) a customer, within the meaning of Directive (EU)
2016/97, as amended, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of
MiFID II; or (c) not a qualified investor as defined in Regulation
(EU) 2017/1129 (the “Prospectus Regulation”). Consequently, no key
information document required by Regulation (EU) No 1286/2014 (as
amended, the “PRIIPs Regulation”) for offering or selling the
securities or otherwise making them available to retail investors
in the EEA or in the United Kingdom has been prepared, and
therefore, offering or selling the securities or otherwise making
them available to any retail investor in the EEA or in the United
Kingdom may be unlawful under the PRIIPs Regulation.
Mexico
The
securities have not been registered with the National Registry of
Securities maintained by the Mexican National Banking and
Securities Commission and may not be offered or sold publicly in
Mexico. This pricing supplement and the related prospectus
supplement and prospectus may not be publicly distributed in
Mexico. The securities may only be offered in a private offering
pursuant to Article 8 of the Securities Market Law.
Panama
The
securities have not been and will not be registered with the
Superintendency of Securities Market of the Republic of Panama
under Decree Law N°1 of July 8, 1999 (the “Panamanian Securities
Act”) and may not be publicly offered or sold within Panama, except
in certain limited transactions exempt from the registration
requirements of the Panamanian Securities Act, including the
private placement rule based on number 2 of Article 83 of Law
Decree 1 of July 8, 1999 (or number 2 of Article 129 of the Unified
Text of Law Decree 1 of July 8, 1999). The securities do not
benefit from the tax incentives provided by the Panamanian
Securities Act and are not subject to regulation or supervision by
the Superintendency of Securities Market of the Republic of
Panama.
Paraguay
The
sale of the securities qualifies as a private placement pursuant to
Law No. 5810/17 “Stock Market”. The securities must not be offered
or sold to the public in Paraguay, except under circumstances which
do not constitute a public offering in accordance with Paraguayan
regulations. The securities are not and will not be registered
before the Paraguayan securities supervisory body Comisión Nacional
de Valores (“CNV”) the Paraguayan private stock exchange Bolsa de
Valores y Productos de Asunción (“BVPASA”). The issuer is also not
registered before the CNV or the BVPASA.
In no
case may securities not registered before the CNV be offered to the
general public via mass media such as press, radio, television, or
internet when such media are publicly accessible in the Republic of
Paraguay, regardless of the location from where they are
issued.
The
privately placed securities are not registered with the National
Securities Commission, and therefore do not have tax benefits and
are not negotiable through the BVPASA. Privately placed securities
may have less liquidity, making it difficult to sell such
securities in the secondary market, which could also affect the
sale price. Private securities of issuers not registered before the
CNV may not have periodic financial information or audited
financial statements, which could generate greater risk to the
investor due to the asymmetry of information. It is the
responsibility of the investor to ascertain and assess the risk
assumed in the acquisition of the security.
Peru
The securities
have not been and will not be registered with the Capital Markets
Public Registry of the Capital Markets Superintendence (“SMV”) nor
the Lima Stock Exchange Registry (“RBVL”) for their public offering
in Peru under the Peruvian Capital Markets Law (Law No. 861/
Supreme Decree No. 093-2002) and the decrees and regulations
thereunder. Consequently, the securities may not be offered or
sold, directly or indirectly, nor may this pricing supplement or
the related
prospectus
supplement, the prospectus or any other offering material relating
to the securities be distributed or caused to be distributed in
Peru to the general public. The securities may only be offered in a
private offering under Peruvian regulation and without using mass
marketing, which is defined as a marketing strategy utilizing mass
distribution and mass media to offer, negotiate or distribute
securities to the whole market. Mass media includes newspapers,
magazines, radio, television, mail, meetings, social networks,
Internet servers located in Peru, and other media or technology
platforms.
Taiwan
The
securities may be made available outside Taiwan for purchase by
Taiwan residents outside Taiwan but may not be offered or sold in
Taiwan.
Uruguay
The sale of the
securities qualifies as a private placement pursuant to section 2
of Uruguayan law 18,627. The securities must not be offered or sold
to the public in Uruguay, except in circumstances which do not
constitute a public S-31 offering or distribution under Uruguayan
laws and regulations. The securities are not and will not be
registered with the Financial Services Superintendency of the
Central Bank of Uruguay.
STRUCTURING THE SECURITIES
The securities are
our debt securities. As is the case for all of our debt
securities, including our structured notes, the economic terms of
the securities 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 these securities
at a rate that is more favorable to us than the rate that we might
pay for a conventional fixed or floating rate debt security of
comparable maturity. This relatively lower implied borrowing
rate, which is reflected in the economic terms of the securities,
along with the underwriting discount and commission and hedging and
other costs associated with the securities, reduced the initial
estimated value of the securities at the time their terms were
set.
In order to satisfy our payment obligations under the securities,
we may choose to enter into certain hedging arrangements (which may
include call options, put options or other derivatives) with an
affiliate of the agent and/or one of our subsidiaries. The
terms of these hedging arrangements take into account a number of
factors, including our creditworthiness, interest rate movements,
and the tenor of the securities. The economic terms of the
securities and their initial estimated value depend in part on the
terms of these hedging arrangements. Our cost of
hedging will include the projected profit that such counterparties
expect to realize in consideration for assuming the risks inherent
in hedging our obligations under the securities. Because hedging
our obligations entails risks and may be influenced by market
forces beyond the counterparties’ control, such hedging may result
in a profit that is more or less than expected, or could result in
a loss. See “Use of Proceeds and Hedging” above.
The lower implied
borrowing rate, the underwriting discount and commission and
hedging and other costs associated with the securities reduced the
economic terms of the securities to you and resulted in the initial
estimated value for the securities on the pricing date being less
than their initial public offering price. See “Risk
Factors—Our initial estimated value of the securities is less than
the initial public offering price” above.
VALIDITY OF THE SECURITIES
In the opinion of Norton Rose Fulbright Canada LLP, the issue and
sale of the securities has been duly authorized by all necessary
corporate action of the Bank in conformity with the Indenture, and
when the securities have been duly executed, authenticated and
issued in accordance with the Indenture and delivered against
payment therefor, the securities will be validly issued and, to the
extent validity of the securities is a matter governed by the laws
of the Province of Ontario or Québec, or the laws of Canada
applicable therein, and will be valid obligations of the Bank,
subject to equitable remedies which may only be granted at the
discretion of a court of competent authority, subject to applicable
bankruptcy, to rights to indemnity and contribution under the
securities or the Indenture which may be limited by applicable law;
to insolvency and other laws of general application affecting
creditors’ rights, to limitations under applicable limitations
statutes, and to limitations as to the currency in which judgments
in Canada may be rendered, 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 thereto. 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 certain factual matters, all as
stated in the letter of such counsel dated September 7, 2018, which
has been filed as Exhibit 5.1 to Royal Bank’s Form 6-K filed with
the SEC dated September 7, 2018.
In
the opinion of Morrison & Foerster LLP, when the securities
have been duly completed in accordance with the Indenture and
issued and sold as contemplated by the prospectus supplement and
the prospectus, the securities will be valid, binding and
enforceable obligations of Royal Bank, entitled to the benefits of
the Indenture, 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). This opinion is given as of the
date hereof and is limited to the laws of the State of New York.
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 legal opinion dated September 7, 2018, which has been
filed as Exhibit 5.2 to the Bank’s Form 6-K dated September 7,
2018.
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