Obligation Royal Bank of Canada 0% ( US78013XSX74 ) en USD

Royal Bank of Canada

100 % ▼

Canada

US78013XSX74 ( en USD )

17/06/2022 - Obligation échue

Prospectus brochure de l'obligation Royal Bank of Canada US78013XSX74 en USD 0%, échue

1 000 USD

2 044 000 USD

78013XSX7

N/A

La Banque Royale du Canada (RBC) est une institution financière multinationale canadienne offrant une large gamme de services financiers, incluant les services bancaires aux particuliers et aux entreprises, la gestion de patrimoine, les marchés des capitaux et l'assurance.

L'obligation Royal Bank of Canada (ISIN : US78013XSX74, CUSIP : 78013XSX7) libellée en USD, d'une taille totale de 2 044 000 unités avec un minimum d'achat de 1 000 unités, émise au Canada et affichant un taux d'intérêt de 0%, est arrivée à échéance le 17 juin 2022 et a été intégralement remboursée à son prix nominal de 100%.

6/18/2019
https://www.sec.gov/Archives/edgar/data/1000275/000114036119011161/form424b2.htm
424B2 1 form424b2.htm FINAL APPL AC 78013XSX7
Filed Pursuant to Rule 424(b)(2)
RBC Capital Markets®
Registration Statement No. 333-227001

Pricing Supplement
$2,044,000
Auto-Cal able Contingent Coupon Barrier
Dated June 14, 2019
Notes
To the Product Prospectus Supplement No. CCBN-1 Dated September
Linked to the Common Stock of Apple
10, 2018, the Prospectus Supplement Dated September 7, 2018 and the
Inc., Due
Prospectus Dated September 7, 2018
June 17, 2022
Royal Bank of Canada

Royal Bank of Canada is offering Auto-Callable Contingent Coupon Barrier Notes (the "Notes") linked to the common stock (the "Reference Stock") of Apple Inc.
(the "Reference Stock Issuer"). The Notes offered are senior unsecured obligations of Royal Bank of Canada, will pay a quarterly Contingent Coupon at the rate
and under the circumstances specified below, and will have the terms described in the documents described above, as supplemented or modified by this pricing
supplement.
The Notes do not guarantee any return of principal at maturity. Any payments on the Notes are subject to our credit risk.
Investing in the Notes involves a number of risks. See "Risk Factors" beginning on page PS-5 of the product prospectus supplement dated September 10, 2018, on
page S-1 of the prospectus supplement dated September 7, 2018, and "Selected Risk Considerations" beginning on page P-7 of this pricing supplement.
The Notes will not constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other
Canadian or U.S. government agency or instrumentality. The Notes are not subject to conversion into our common shares under subsection 39.2(2.3) of the
Canada Deposit Insurance Corporation Act.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Notes or determined that this pricing
supplement is truthful or complete. Any representation to the contrary is a criminal offense.
Issuer:
Royal Bank of Canada
Stock Exchange Listing:
None
Trade Date:
June 14, 2019
Principal Amount:
$1,000 per Note
Issue Date:
June 19, 2019
Maturity Date:
June 17, 2022
Observation Dates:
Quarterly, as set forth below
Coupon Payment Dates:
Quarterly, as set forth below
Valuation Date:
June 14, 2022
Contingent Coupon Rate:
8.25% per annum
Initial Stock Price:
$192.74, which was the closing price of the Reference Stock on the Trade Date.
Final Stock Price:
The closing price of the Reference Stock on the Valuation Date.
Call Stock Price:
100% of the Initial Stock Price.
Trigger Price and Coupon
$144.56, which is 75% of the Initial Stock Price (rounded to two decimal places).
Barrier:
Contingent Coupon:
If the closing price of the Reference Stock is greater than or equal to the Coupon Barrier on the applicable Observation Date, we
will pay the Contingent Coupon applicable to that Observation Date. You may not receive any Contingent Coupons during the term
of the Notes.
Payment at Maturity (if held
If the Notes are not previously called, we will pay you at maturity an amount based on the Final Stock Price:
to maturity):
For each $1,000 in principal amount, $1,000 plus the Contingent Coupon at maturity, unless the Final Stock Price is less than the
Trigger Price.
If the Final Stock Price is less than the Trigger Price, then the investor will receive at maturity, for each $1,000 in principal amount,
a cash payment equal to: $1,000 + ($1,000 x Reference Stock Return)
Investors in the Notes will lose some or all of their principal amount if the Final Stock Price of the Reference Stock is less
than the Trigger Price.
Call Feature:
If the closing price of the Reference Stock is greater than or equal to the Call Stock Price starting on December 16, 2019 and on
any Observation Date thereafter, the Notes will be automatically called for 100% of their principal amount, plus the Contingent
Coupon applicable to the corresponding Observation Date.
Call Settlement Dates:
The Coupon Payment Date corresponding to that Observation Date.
CUSIP:
78013XSX7

Per Note

Total
Price to public(1)
100.00%

$2,044,000
Underwriting discounts and commissions(1)
2.25%

$45,990
Proceeds to Royal Bank of Canada
97.75%

$1,998,010
(1)Certain dealers who purchased the Notes for sale to certain fee-based advisory accounts may have foregone some or all of their underwriting discount or selling
concessions. The public offering price for investors purchasing the Notes in these accounts was between $977.50 and $1,000 per $1,000 in principal amount.
The initial estimated value of the Notes as of the Trade Date is $964.55 per $1,000 in principal amount, which is less than the price to public. The actual value of the
Notes at any time will reflect many factors, cannot be predicted with accuracy, and may be less than this amount. We describe our determination of the initial
estimated value in more detail below.
RBC Capital Markets, LLC, which we refer to as RBCCM, acting as agent for Royal Bank of Canada, received a commission of $22.50 per $1,000 in principal
amount of the Notes and used a portion of that commission to allow selling concessions to other dealers of up to $22.50 per $1,000 in principal amount of the
Notes. The other dealers may forgo, in their sole discretion, some or all of their selling concessions. See "Supplemental Plan of Distribution (Conflicts of Interest)"
below.
RBC Capital Markets, LLC
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SUMMARY
The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement, the product
prospectus supplement, the prospectus supplement, and the prospectus.
General:
This pricing supplement relates to an offering of Auto-Callable Contingent Coupon Barrier Notes (the
"Notes") linked to the common stock of Apple Inc.
Issuer:
Royal Bank of Canada ("Royal Bank")
Trade Date:
June 14, 2019
Issue Date:
June 19, 2019
Valuation Date:
June 14, 2022
Maturity Date:
June 17, 2022
Denominations:
Minimum denomination of $1,000, and integral multiples of $1,000 thereafter.
Designated Currency:
U.S. Dollars
Contingent Coupon:
We will pay you a Contingent Coupon during the term of the Notes, periodically in arrears on each
Coupon Payment Date, under the conditions described below:
· If the closing price of the Reference Stock is greater than or equal to the Coupon Barrier on the
applicable Observation Date, we will pay the Contingent Coupon applicable to that Observation
Date.
· If the closing price of the Reference Stock is less than the Coupon Barrier on the applicable
Observation Date, we will not pay you the Contingent Coupon applicable to that Observation
Date.
You may not receive a Contingent Coupon for one or more quarterly periods during the term of the Notes.
Contingent Coupon Rate:
8.25% per annum (2.0625% per quarter).
Observation Dates:
Quarterly on September 16, 2019, December 16, 2019, March 16, 2020, June 15, 2020, September 14,
2020, December 14, 2020, March 15, 2021, June 14, 2021, September 14, 2021, December 14, 2021,
March 14, 2022 and the Valuation Date.
Coupon Payment Dates:
The Contingent Coupon, if applicable, will be paid quarterly on September 19, 2019, December 19, 2019,
March 19, 2020, June 18, 2020, September 17, 2020, December 17, 2020, March 18, 2021, June 17,
2021, September 17, 2021, December 17, 2021, March 17, 2022 and the Maturity Date.
Record Dates:
The record date for each Coupon Payment Date will be one business day prior to that scheduled Coupon
Payment Date; provided, however, that any Contingent Coupon payable at maturity or upon a call will be
payable to the person to whom the payment at maturity or upon the call, as the case may be, will be
payable.
Call Feature:
If, starting on December 16, 2019 and on any Observation Date thereafter, the closing price of the
Reference Stock is greater than or equal to the Call Stock Price, then the Notes will be automatically
called.
Call Settlement Dates:
If the Notes are called on any Observation Date starting on December 16, 2019 and thereafter, the Call
Settlement Date will be the Coupon Payment Date corresponding to that Observation Date.
Payment if Called:
If the Notes are automatically called, then, on the applicable Call Settlement Date, for each $1,000
principal amount, you will receive $1,000 plus the Contingent Coupon otherwise due on that Call
Settlement Date.
Initial Stock Price:
The closing price of the Reference Stock on the Trade Date, as specified on the cover page of this pricing
supplement.
Final Stock Price:
The closing price of the Reference Stock on the Valuation Date.
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Call Stock Price:
100% of the Initial Stock Price.
Trigger Price and Coupon
75% of the Initial Stock Price, as specified on the cover page of this pricing supplement.
Barrier:
Payment at Maturity (if not
If the Notes are not previously called, we will pay you at maturity an amount based on the Final Stock
previously called and held to Price of the Reference Stock:
maturity):
· If the Final Stock Price is greater than or equal to the Trigger Price, we will pay you a cash
payment equal to the principal amount plus the Contingent Coupon otherwise due on the Maturity
Date.
· If the Final Stock Price is below the Trigger Price, you will receive at maturity, for each $1,000 in
principal amount, a cash payment equal to: $1,000 + ($1,000 x Reference Stock Return)
The amount of cash that you receive will be less than your principal amount, if anything, resulting in a loss
that is proportionate to the decline of the Reference Stock from the Trade Date to the Valuation Date.
Investors in the Notes will lose some or all of their principal amount if the Final Stock Price of the
Reference Stock is less than the Trigger Price.
Reference Stock Return:
Final Stock Price Initial Stock Price
Initial Stock Price
Stock Settlement:
Not applicable. Payments on the Notes will be made solely in cash.
Market Disruption Events:
The occurrence of a market disruption event (or a non-trading day) as to the Reference Stock will result in
the postponement of an Observation Date or the Valuation Date, as described in the product prospectus
supplement.
Calculation Agent:
RBC Capital Markets, LLC ("RBCCM")
U.S. Tax Treatment:
By purchasing a Note, each holder agrees (in the absence of a change in law, an administrative
determination or a judicial ruling to the contrary) to treat the Notes as a callable pre-paid cash-settled
contingent income-bearing derivative contract linked to the Reference Stock for U.S. federal income tax
purposes. However, the U.S. federal income tax consequences of your investment in the Notes are
uncertain and the Internal Revenue Service could assert that the Notes should be taxed in a manner that
is different from that described in the preceding sentence. Please see the section below, "Supplemental
Discussion of U.S. Federal Income Tax Consequences," and the discussion (including the opinion of our
counsel Morrison & Foerster LLP) in the product prospectus supplement dated September 10, 2018 under
"Supplemental Discussion of U.S. Federal Income Tax Consequences," which apply to the Notes.
Secondary Market:
RBCCM (or one of its affiliates), though not obligated to do so, may maintain a secondary market in the
Notes after the Issue Date. The amount that you may receive upon sale of your Notes prior to maturity
may be less than the principal amount.
Listing:
The Notes will not be listed on any securities exchange.
Settlement:
DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as
described under "Description of Debt Securities -- Ownership and Book-Entry Issuance" in the prospectus
dated September 7, 2018).
Terms Incorporated in
All of the terms appearing above the item captioned "Secondary Market" on the cover page and pages P-2
the Master Note:
and P-3 of this pricing supplement and the terms appearing under the caption "General Terms of the
Notes" in the product prospectus supplement dated September 10, 2018, as modified by this pricing
supplement.
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ADDITIONAL TERMS OF YOUR NOTES
You should read this pricing supplement together with the prospectus dated September 7, 2018, as supplemented by the
prospectus supplement dated September 7, 2018 and the product prospectus supplement dated September 10, 2018, relating to our
Senior Global Medium Term Notes, Series H, of which these Notes are a part. Capitalized terms used but not defined in this pricing
supplement will have the meanings given to them in the product prospectus supplement. In the event of any conflict, this pricing
supplement will control. The Notes vary from the terms described in the product prospectus supplement in several important
ways. You should read this pricing supplement carefully.
This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all 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 carefully consider, among other things, the matters set forth in "Risk Factors" in the prospectus supplement dated September 7,
2018 and in the product prospectus supplement dated September 10, 2018, as the Notes involve risks not associated with conventional
debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes. You
may access these documents on the Securities and Exchange Commission (the "SEC") website at www.sec.gov as follows (or if that
address has changed, by reviewing our filings for the relevant date on the SEC website):
Prospectus dated September 7, 2018:
https://www.sec.gov/Archives/edgar/data/1000275/000121465918005973/l96181424b3.htm
Prospectus Supplement dated September 7, 2018:
https://www.sec.gov/Archives/edgar/data/1000275/000121465918005975/f97180424b3.htm
Product Prospectus Supplement dated September 10, 2018:
https://www.sec.gov/Archives/edgar/data/1000275/000114036118038091/form424b5.htm
Our Central Index Key, or CIK, on the SEC website is 1000275. As used in this pricing supplement, "we," "us," or "our" refers to
Royal Bank of Canada.
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HYPOTHETICAL EXAMPLES
The table set out below is included for il ustration purposes only. The table il ustrates the Payment at Maturity of the Notes (including the final Contingent
Coupon, if payable) for a hypothetical range of performance for the Reference Stock, assuming the fol owing terms and that the Notes are not
automatical y cal ed prior to maturity:
Hypothetical Initial Stock Price:
$100.00*
Hypothetical Trigger Price and Coupon Barrier:
$75.00, which is 75% of the hypothetical Initial Stock Price
Contingent Coupon Rate:
8.25% per annum (or 2.0625% per quarter)
Contingent Coupon Amount:
$20.625 per quarter
Observation Dates:
Quarterly
Principal Amount:
$1,000 per Note
* The hypothetical Initial Stock Price of $100 used in the examples below has been chosen for il ustrative purposes only and does not represent the
actual Initial Stock Price. The actual Initial Stock Price is set forth on the cover page of this pricing supplement.
Hypothetical Final Stock Prices are shown in the first column on the left. The second column shows the Payment at Maturity for a range of Final
Stock Prices on the Valuation Date. The third column shows the amount of cash to be paid on the Notes per $1,000 in principal amount. If the Notes
are cal ed prior to maturity, the hypothetical examples below wil not be relevant, and you wil receive on the applicable Coupon Payment Date, for
each $1,000 principal amount, $1,000 plus the Contingent Coupon otherwise due on the Notes.
Payment at Maturity (assuming
Hypothetical Final Stock Price of
Payment at Maturity as
that the Notes were not
the Reference Stock
Percentage of Principal Amount
previously called)
$150.00
102.0625%*
$1,020.625*
$140.00
102.0625%*
$1,020.625*
$125.00
102.0625%*
$1,020.625*
$120.00
102.0625%*
$1,020.625*
$110.00
102.0625%*
$1,020.625*
$100.00
102.0625%*
$1,020.625*
$90.00
102.0625%*
$1,020.625*
$80.00
102.0625%*
$1,020.625*
$75.00
102.0625%*
$1,020.625*
$74.99
74.99%
$749.90
$70.00
70.00%
$700.00
$60.00
60.00%
$600.00
$50.00
50.00%
$500.00
$40.00
40.00%
$400.00
$30.00
30.00%
$300.00
$20.00
20.00%
$200.00
$10.00
10.00%
$100.00
$0.00
0%
$0.00
*Including the final Contingent Coupon, if payable.
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Hypothetical Examples of Amounts Payable at Maturity
The following hypothetical examples illustrate how the payments at maturity set forth in the table above are calculated, assuming the
Notes have not been called.
Example 1: The price of the Reference Stock increases by 25% from the Initial Stock Price of $100.00 to the Final Stock Price of
$125.00. Because the Final Stock Price is greater than the Trigger Price and its Coupon Barrier, the investor receives at maturity, in
addition to the final Contingent Coupon otherwise due on the Notes, a cash payment of $1,000 per Note, despite the 25% appreciation
in the price of the Reference Stock.
Example 2: The price of the Reference Stock decreases by 10% from the Initial Stock Price of $100.00 to the Final Stock Price
of $90.00. Because the Final Stock Price is greater than the Trigger Price and its Coupon Barrier, the investor receives at maturity, in
addition to the final Contingent Coupon otherwise due on the Notes, a cash payment of $1,000 per Note, despite the 10% decline in the
price of the Reference Stock.
Example 3: The price of the Reference Stock decreases by 60% from the Initial Stock Price of $100.00 to the Final Stock Price
of $40.00. Because the Final Stock Price is less than the Trigger Price and its Coupon Barrier, the final Contingent Coupon will not be
payable on the Maturity Date, and we will pay only $400.00 for each $1,000 in the principal amount of the Notes, calculated as follows:
Principal Amount + (Principal Amount x Reference Stock Return)
= $1,000 + ($1,000 x -60.00%) = $1,000 - $600.00 = $400.00
* * *
The Payments at Maturity shown above are entirely hypothetical; they are based on theoretical prices of the Reference Stock that may
not be achieved on the Valuation Date and on assumptions that may prove to be erroneous. The actual market value of your Notes on
the Maturity Date or at any other time, including any time you may wish to sell your Notes, may bear little relation to the hypothetical
Payments at Maturity shown above, and those amounts should not be viewed as an indication of the financial return on an investment in
the Notes.
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SELECTED RISK CONSIDERATIONS
An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the Reference Stock.
These risks are explained in more detail in the section "Risk Factors," in the product prospectus supplement. In addition to the risks
described in the prospectus supplement and the product prospectus supplement, you should consider the following:
·
Principal at Risk -- Investors in the Notes could lose all or a substantial portion of their principal amount if there is a decline in
the trading price of the Reference Stock between the Trade Date and the Valuation Date. If the Notes are not automatically
called and the Final Stock Price on the Valuation Date is less than the Trigger Price, the amount of cash that you receive at
maturity will represent a loss of your principal that is proportionate to the decline in the closing price of the Reference Stock
from the Trade Date to the Valuation Date. Any Contingent Coupons received on the Notes prior to the Maturity Date may not
be sufficient to compensate for any such loss.
·
The Notes Are Subject to an Automatic Call -- If on any Observation Date, beginning in December 2019, the closing price of
the Reference Stock is greater than or equal to the Call Stock Price, then the Notes will be automatically called. If the Notes are
automatically called, then, on the applicable Call Settlement Date, for each $1,000 in principal amount, you will receive $1,000
plus the Contingent Coupon otherwise due on the applicable Call Settlement Date. You will not receive any Contingent
Coupons after the Call Settlement Date. You may be unable to reinvest your proceeds from the automatic call in an investment
with a return that is as high as the return on the Notes would have been if they had not been called.
·
You May Not Receive Any Contingent Coupons -- We will not necessarily make any coupon payments on the Notes. If the
closing price of the Reference Stock on an Observation Date is less than the Coupon Barrier, we will not pay you the
Contingent Coupon applicable to that Observation Date. If the closing price of the Reference Stock is less than the Coupon
Barrier on each of the Observation Dates and on the Valuation Date, we will not pay you any Contingent Coupons during the
term of, and you will not receive a positive return on, your Notes. Generally, this non-payment of the Contingent Coupon
coincides with a period of greater risk of principal loss on your Notes. Accordingly, if we do not pay the Contingent Coupon on
the Maturity Date, you will also incur a loss of principal, because the Final Stock Price will be less than the Trigger Price.
·
The Call Feature and the Contingent Coupon Feature Limit Your Potential Return -- The return potential of the Notes is
limited to the pre-specified Contingent Coupon Rate, regardless of the appreciation of the Reference Stock. In addition, the
total return on the Notes will vary based on the number of Observation Dates on which the Contingent Coupon becomes
payable prior to maturity or an automatic call. Further, if the Notes are called due to the Call Feature, you will not receive any
Contingent Coupons or any other payment in respect of any Observation Dates after the applicable Call Settlement Date. Since
the Notes could be called as early as December 2019, the total return on the Notes could be minimal. If the Notes are not
called, you may be subject to the full downside performance of the Reference Stock even though your potential return is limited
to the Contingent Coupon Rate. As a result, the return on an investment in the Notes could be less than the return on a direct
investment in the Reference Stock.
·
Your Return May Be Lower than the Return on a Conventional Debt Security of Comparable Maturity -- The return that
you will receive on the Notes, which could be negative, may be less than the return you could earn on other investments. Even
if your return is positive, your return may be less than the return you would earn if you bought a conventional senior interest
bearing debt security of Royal Bank.
·
Payments on the Notes Are Subject to Our Credit Risk, and Changes in Our Credit Ratings Are Expected to Affect the
Market Value of the Notes -- The Notes are our senior unsecured debt securities. As a result, your receipt of any Contingent
Coupons, if payable, and the amount due on any relevant payment date is dependent upon our ability to repay its obligations
on the applicable payment dates. This will be the case even if the price of the Reference Stock increases after the Trade Date.
No assurance can be given as to what our financial condition will be during the term of the Notes.
·
There May Not Be an Active Trading Market for the Notes-Sales in the Secondary Market May Result in Significant
Losses -- There may be little or no secondary market for the Notes. The Notes will not be listed on any securities exchange.
RBCCM and our other affiliates may make a market for the Notes; however, they are not required to do so. RBCCM or any
other affiliate of ours may stop any market-making activities at any time. Even if a secondary market for the Notes develops, it
may not provide significant liquidity or trade at prices advantageous to you. We expect that transaction costs in any secondary
market would be high. As a result, the difference between bid and asked prices for your Notes in any secondary market could
be substantial.
·
Owning the Notes Is Not the Same as Owning the Reference Stock -- The return on your Notes is unlikely to reflect the
return you would realize if you actually owned the Reference Stock. For instance, you will not receive or be entitled to receive
any dividend payments or other distributions on the Reference Stock during the term of your Notes. As an owner of the Notes,
you will not have voting rights or any other rights that holders of the Reference Stock may have. Furthermore, the Reference
Stock may appreciate substantially during the term of the Notes, while your potential return will be limited to the applicable
Contingent Coupon payments.
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·
There Is No Affiliation Between the Reference Stock Issuer and RBCCM, and RBCCM Is Not Responsible for any
Disclosure by the Reference Stock Issuer -- We are not affiliated with the Reference Stock Issuer. However, we and our
affiliates may currently, or from time to time in the future, engage in business with the Reference Stock Issuer. Nevertheless,
neither we nor our affiliates assume any responsibilities for the accuracy or the completeness of any information that any other
company prepares. You, as an investor in the Notes, should make your own investigation into the Reference Stock. The
Reference Stock Issuer is not involved in this offering and has no obligation of any sort with respect to your Notes. The
Reference Stock Issuer has no obligation to take your interests into consideration for any reason, including when taking any
corporate actions that might affect the value of your Notes.
·
Our Business Activities May Create Conflicts of Interest -- We and our affiliates expect to engage in trading activities
related to the Reference Stock that are not for the account of holders of the Notes or on their behalf. These trading activities
may present a conflict between the holders' interests in the Notes and the interests we and our affiliates will have in their
proprietary accounts, in facilitating transactions, including options and other derivatives transactions, for their customers and in
accounts under their management. These trading activities, if they influence the prices of the Reference Stock, could be
adverse to the interests of the holders of the Notes. We and one or more of our affiliates may, at present or in the future,
engage in business with the Reference Stock Issuer, including making loans to or providing advisory services. These services
could include investment banking and merger and acquisition advisory services. These activities may present a conflict
between our or one or more of our affiliates' obligations and your interests as a holder of the Notes. Moreover, we and our
affiliates may have published, and in the future expect to publish, research reports with respect to the Reference Stock. This
research is modified from time to time without notice and may express opinions or provide recommendations that are
inconsistent with purchasing or holding the Notes. Any of these activities by us or one or more of our affiliates may affect the
price of the Reference Stock, and, therefore, the market value of the Notes.
·
The Initial Estimated Value of the Notes Is Less than the Price to the Public -- The initial estimated value that is set forth
on the cover page of this pricing supplement does not represent a minimum price at which we, RBCCM or any of our affiliates
would be willing to purchase the Notes in any secondary market (if any exists) at any time. If you attempt to sell the Notes prior
to maturity, their market value may be lower than the price you paid for them and the initial estimated value. This is due to,
among other things, changes in the price of the Reference Stock, the borrowing rate we pay to issue securities of this kind, and
the inclusion in the price to the public of the underwriting discount and the estimated costs relating to our hedging of the Notes.
These factors, together with various credit, market and economic factors over the term of the Notes, are expected to reduce the
price at which you may be able to sell the Notes in any secondary market and will affect the value of the Notes in complex and
unpredictable ways. Assuming no change in market conditions or any other relevant factors, the price, if any, at which you may
be able to sell your Notes prior to maturity may be less than your original purchase price, as any such sale price would not be
expected to include the underwriting discount and the hedging costs relating to the Notes. In addition to bid-ask spreads, the
value of the Notes determined by RBCCM for any secondary market price is expected to be based on the secondary rate rather
than the internal funding rate used to price the Notes and determine the initial estimated value. As a result, the secondary price
will be less than if the internal funding rate was used. The Notes are not designed to be short-term trading instruments.
Accordingly, you should be able and willing to hold your Notes to maturity.
·
The Initial Estimated Value on the Cover Page of this Pricing Supplement Is an Estimate Only, Calculated as of the
Time the Terms of the Notes Were Set -- The initial estimated value of the Notes is based on the value of our obligation to
make the payments on the Notes, together with the mid-market value of the derivative embedded in the terms of the Notes.
See "Structuring the Notes" below. Our estimate is based on a variety of assumptions, including our credit spreads,
expectations as to dividends, interest rates and volatility, and the expected term of the Notes. These assumptions are based on
certain forecasts about future events, which may prove to be incorrect. Other entities may value the Notes or similar securities
at a price that is significantly different than we do.
The value of the Notes at any time after the Trade Date will vary based on many factors, including changes in market
conditions, and cannot be predicted with accuracy. As a result, the actual value you would receive if you sold the Notes in any
secondary market, if any, should be expected to differ materially from the initial estimated value of your Notes.
·
Market Disruption Events and Adjustments -- The payment at maturity, each Observation Date and the Valuation Date are
subject to adjustment as described in the product prospectus supplement. For a description of what constitutes a market
disruption event as well as the consequences of that market disruption event, see "General Terms of the Notes -- Market
Disruption Events" in the product prospectus supplement.
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INFORMATION REGARDING THE REFERENCE STOCK ISSUER
The Reference Stock is registered under the Securities Exchange Act of 1934 (the "Exchange Act"). Companies with securities
registered under that Act are required to file periodically certain financial and other information specified by the SEC. Information
provided to or filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC or through the
SEC's website at www.sec.gov. In addition, information regarding the Reference Stock may be obtained from other sources including,
but not limited to, press releases, newspaper articles and other publicly disseminated documents.
The following information regarding the Reference Stock Issuer is derived from publicly available information.
We have not independently verified the accuracy or completeness of reports filed by the Reference Stock Issuer with the SEC,
information published by it on its website or in any other format, information about it obtained from any other source or the information
provided below.
We obtained the information regarding the historical performance of the Reference Stock set forth below from Bloomberg Financial
Markets.
Apple Inc. ("AAPL")
Apple Inc. designs, manufactures, and markets personal computers and related personal computing and mobile communication devices
along with a variety of related software, services, peripherals, and networking solutions. The company sells its products through its
online stores, its retail stores, its direct sales force, third-party wholesalers, and resellers.
The company's common stock is listed on the Nasdaq Global Select Market under the ticker symbol "AAPL."
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