Royal Bank of Canada

22 September 2021

ROYAL BANK OF CANADA

(a Canadian chartered bank)

(the Issuer)
 

RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP

(the Guarantor LP)

NOTICE OF BASE RATE MODIFICATION AND ADJUSTED MARGIN

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)

On August 31, 2021, the Issuer announced an invitation to Eligible Covered Bondholders of the Series CB35 Covered Bonds to consent to certain amendments to the terms of the Series CB35 Covered Bonds (the Consent Solicitation).  A meeting of the Series CB35 Covered Bondholders (the Meeting) was held earlier today in connection with the Consent Solicitation, and the Issuer now announces the base rate modification and Adjusted Margin applicable to the Series CB35 Covered Bonds.

Capitalised terms used in this announcement but not defined have the meanings given to them in the consent solicitation memorandum dated August 31, 2021 (the Consent Solicitation Memorandum) and the Notice of Meeting with respect to the Series CB35 Covered Bonds dated August 31, 2021.

Base Rate Modification and Adjusted Margin

In accordance with Annex B (Margin Adjustment) of the Notice of Meeting dated August 31, 2021, the determination of the LIBOR vs SONIA Interpolated Basis and Forward Start Adjustment took place at or around 1:00 p.m. London time (the Pricing Time) on September 22, 2021.

Accordingly, NOTICE IS HEREBY FURTHER GIVEN to the Series CB35 Covered Bondholders that in connection with the Series CB35 Covered Bonds:

(i)   the LIBOR vs SONIA Interpolated Basis (as calculated by the Solicitation Agent at the Pricing Time) is 0.074 per cent.;

(ii)   the Forward Start Adjustment is 0.029 per cent.; and

(iii)  the Adjusted Margin is:

a.   from and including the Interest Commencement Date to (but excluding) the Final Maturity Date, 0.333 per cent. (being the sum of 0.23 per cent., the LIBOR vs SONIA Interpolated Basis and the Forward Start Adjustment); and

b.   from and including the Final Maturity Date to (but excluding) the Extended Due for Payment Date, 0.376 per cent. (being the sum of 0.273 per cent., the LIBOR vs SONIA Interpolated Basis and the Forward Start Adjustment);

each with effect from December 8, 2021.

Further information relating to the Consent Solicitation can be obtained directly from:

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

Lucid Issuer Services Limited

The Shard, 32 London Bridge Street

London SE1 9SG

United Kingdom

Tel:+44 20 7704 0880

Email: rbc@lucid-is.com

Attention: Owen Morris

DISCLAIMER This announcement must be read in conjunction with 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/or the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions. 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.

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.