Royal Bank of Canada
August 31, 2021
NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) OR TO ANY PERSON OR ADDRESS IN THE U.S. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN THE U.S. OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
ROYAL BANK OF CANADA
(a Canadian chartered bank)
(the Issuer)
RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP
(the Guarantor LP)
NOTICE OF COVERED BONDHOLDER MEETING
to the holders of the:
GBP650,000,000 Floating Rate Covered Bonds due December 8, 2022
(ISIN: XS1733227554) (Series: CB35)
(the Series CB35 Covered Bonds or the Covered Bonds and the holders thereof, the Covered Bondholders)
The Issuer has today given a Notice of Meeting in respect of the Series CB35 Covered Bonds for the purpose of soliciting a consent to the modification of the terms and conditions of the Series CB35 Covered Bonds and consequential or related amendments to the transaction documents for the Series CB35 Covered Bonds such that the existing GBP LIBOR interest basis of the Series CB35 Covered Bonds is replaced by a Compounded Daily SONIA interest basis, as proposed by the Issuer for approval by an Extraordinary Resolution of the Covered Bondholders, all as further described in the Consent Solicitation Memorandum dated August 31, 2021 (the Consent Solicitation Memorandum).
1. NOTICE OF MEETING IN RESPECT OF THE Series CB35 Covered Bonds
To view the Notice of Meeting, please paste the following URL into the address bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/2666K_1-2021-8-31.pdf
2. INDICATIVE TIMETABLE FOR THE TIMING OF THE CONSENT SOLICITATION
This is an indicative timetable showing one possible outcome for the timing of the Consent Solicitation based on the dates in the Consent Solicitation Memorandum and assuming that the Meeting is not adjourned. This timetable is subject to change and dates and times may be extended or amended by the Issuer in accordance with the terms of the Consent Solicitation as described in the Consent Solicitation Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.
In relation to the times and dates indicated below, the Covered Bondholders holding Covered Bonds in Euroclear Bank SA/NV (Euroclear) or Clearstream Banking, S.A. (Clearstream, Luxembourg) (each, a Clearing System) should note the particular practices and policies of the relevant Clearing System regarding their communications deadlines, which will determine the latest time at which instructions may be delivered to the relevant Clearing System (which may be earlier than the deadlines set out below) so that they are received by the Tabulation Agent within the deadline set out below.
The Covered Bondholders who are not direct accountholders in the Clearing Systems should read carefully the provisions set out in the "Voting and Quorum" section of the Notice of Meeting which accompanies the Consent Solicitation Memorandum, and the provisions set out in Section 5 (Procedures in connection with the Consent Solicitation) section of the Consent Solicitation Memorandum.
Covered Bonds held through Euroclear or Clearstream, Luxembourg
The Beneficial Owners of the Covered Bonds that are held in the name of a broker, dealer, bank, custodian, trust company or other nominee or custodian should contact such entity sufficiently in advance of the relevant date if they wish to submit the appropriate Consent Instructions or Ineligible Holder Instructions and procure that the Covered Bonds are blocked in accordance with the normal procedures of the relevant Clearing System and the deadlines imposed by such Clearing System.
Covered Bondholders should note that Consent Instructions or Ineligible Holder Instructions or forms of proxies given in respect of the initial Meeting shall remain valid for any adjourned Meeting unless validly revoked.
|
Date/Time (London time) |
|
Action |
|
August 31, 2021 (At least 21 clear days before the Meeting) |
1. |
Notice of Meeting to be delivered to the Clearing Systems. Release of Notice of Meeting through the regulatory news service of the London Stock Exchange. |
|
|
|
Copies of this Consent Solicitation Memorandum to be available from the Tabulation Agent and the Covered Bondholder Information (as defined in the Notice) to be available from the Tabulation Agent ((including on the website of the Tabulation Agent (https://deals.lucid-is.com/rbc)). From this date, Covered Bondholders may arrange for Covered Bonds held by Clearstream, Luxembourg and/or Euroclear in their accounts to be blocked in such accounts and held to the order and under the control of the Issuing and Paying Agent in order to obtain forms of proxy or give valid Consent Instructions or Ineligible Holder Instructions, to the Tabulation Agent. |
|
By 4:00 p.m. (London time) on September 17, 2021 |
2. |
Expiration Deadline.
Final time by which Covered Bondholders must arrange:
(i) being appointed as proxy to attend (via audio or video conference) and vote at the Meeting (or to be represented at the Meeting but abstain from voting) and issuance of such form of proxy by the Issuing and Paying Agent; or
(ii) receipt by the Tabulation Agent of valid Consent Instructions or Ineligible Holder Instructions in accordance with the procedures of Euroclear and / or Clearstream, Luxembourg. |
|
|
3. |
Final time by which Covered Bondholders must have given notice to the Tabulation Agent (via the relevant Clearing Systems) of any intended revocation of, or amendment to, Consent Instructions or Ineligible Holder Instructions previously given by them. |
|
9:00 a.m. (London time) on September 22, 2021
|
4. |
COVERED BONDHOLDERS' MEETING HELD The Meeting will commence at 9:00 a.m. (London time) and will be held via audio or video conference. |
|
If the Extraordinary Resolution is passed at the initial Meeting: |
||
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As soon as reasonably practicable after the Meeting |
5. |
Release of an announcement of the results of the Meeting and, if the Extraordinary Resolution is passed, satisfaction (or not as the case may be) of the Eligibility Condition on the regulatory news service of the London Stock Exchange. Delivery of notice of such results to the Clearing Systems for communication to their account holders. |
|
At or around 1:00 |
6. |
Pricing Time and Pricing Date Solicitation Agent to calculate the Adjusted Margin, the LIBOR vs SONIA Interpolated Basis and the Forward Start Adjustment. A pricing announcement will be sent to the Covered Bondholders as soon as practicable following the Pricing Time on the Pricing Date. Such pricing announcement will be delivered to Euroclear and Clearstream, Luxembourg for communication to their account holders, and released on the regulatory news service of the London Stock Exchange. |
|
December 8, 2021 (Effective |
7. |
The modifications to the Conditions of the Series CB35 Covered Bonds described in the Consent Solicitation Memorandum will be implemented with effect on and from December 8, 2021 (the Effective Date). |
If a quorum is not achieved at the initial Meeting or the quorum is achieved and the Extraordinary Resolution is passed but the Eligibility Condition is not satisfied, such Meeting shall be adjourned for not less than 13 clear days nor more than 42 clear days and the adjourned Meeting will be held at such time as will be notified to the Covered Bondholders in the notice of adjourned Meeting. The adjourned Meeting will be held in accordance with the terms of the Trust Deed.
The Pricing Date is subject to change in the case of an adjourned Meeting.
If the Extraordinary Resolution is passed at the adjourned Meeting and the Eligibility Condition is satisfied, subject as specified under Section 6 (Amendment and Termination) of the Consent Solicitation Memorandum, the modifications with respect to the Series CB35 Covered Bonds described in the Consent Solicitation Memorandum will be implemented on the Effective Date.
The Issuer reserves the right to, but shall not be required to, take such steps as it may determine to treat the Series CB35 Covered Bonds of any Dissenting Holder as not having been amended.
No consent fee will be payable in connection with the Proposal.
Capitalised terms used but not defined herein shall have the meanings set out in the Consent Solicitation Memorandum, which is available for inspection by Eligible Covered Bondholders (as defined below) from the Tabulation Agent (including on the website of the Tabulation Agent (https://deals.lucid-is.com/rbc)) up to and including the date of the Meeting and at the Meeting.
Eligible Covered Bondholder means each Covered Bondholder who is (a) located and resident outside the United States and not a U.S. person (as defined in Regulation S under the Securities Act); (b) an eligible counterparty or a professional client (each as defined in COBS and UK MiFIR, respectively) and, if applicable and acting on a non-discretionary basis, who is acting on behalf of a Beneficial Owner that is also an eligible counterparty or a professional client, in each case in respect of the Series CB35 Covered Bonds; and (c) otherwise a person to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation.
Further information relating to the Covered Bondholder Proposal can be obtained from the Solicitation Agent directly:
RBC Europe Limited
100 Bishopsgate
London
EC2N 4AA
United Kingdom
Attention: Liability Management Desk
Tel: +44 (0) 20 7029 7031
Email: liability.management@rbccm.com
Requests for documentation and information in relation to the procedures for delivering Consent Instructions should be directed to the Tabulation Agent at:
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London
WC1H 8HA
United Kingdom
Attention: Owen Morris
Tel: +44 20 7704 0880
Email: rbc@lucid-is.com
DISCLAIMER: This announcement must be read in conjunction with the Consent Solicitation Memorandum. The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Covered Bondholder Proposal. If any Covered Bondholder is in doubt as to the action it should take, it is recommended to seek its own legal or financial advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Covered Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to vote in respect of the Covered Bondholder Proposal. None of the Issuer, the Guarantor LP, the Tabulation Agent, the Issuing and Paying Agent, the Solicitation Agent or the Bond Trustee makes any recommendation as to whether or not or how Covered Bondholders should vote in respect of the Covered Bondholder Proposal. This announcement is made by the Issuer. None of the Tabulation Agent, the Issuing and Paying Agent, the Solicitation Agent or the Bond Trustee assumes any responsibility for the contents of this announcement or the Consent Solicitation Memorandum.
The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law and persons into whose possession this announcement and the Consent Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 (MAR) AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
This announcement is made by James Salem, Executive Vice-President and Treasurer, Royal Bank of Canada, on behalf of the Issuer.
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