TIDM88DB
RNS Number : 2666K
Royal Bank of Canada
31 August 2021
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 AMED
(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 Action
time)
August 31, 2021 1. Notice of Meeting to be delivered to the
(At least 21 Clearing Systems.
clear days before Release of Notice of Meeting through the
the Meeting) 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. 2. Expiration Deadline.
(London time) Final time by which Covered Bondholders
on September must arrange:
17, 2021 (i) being appointed as proxy to attend (via
(At least 48 audio or video conference) and vote at the
hours before Meeting (or to be represented at the Meeting
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 4. COVERED BONDHOLDERS' MEETING HELD
time) on September The Meeting will commence at 9:00 a.m. (London
22, 2021 time) and will be held via audio or video
conference.
--- ------------------------------------------------------------------------
If the Extraordinary Resolution is passed at the initial Meeting:
As soon as reasonably 5. Release of an announcement of the results
practicable after of the Meeting and, if the Extraordinary
the Meeting 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 6. Pricing Time and Pricing Date
1:00 Solicitation Agent to calculate the Adjusted
p.m. (London Margin, the LIBOR vs SONIA Interpolated
time) on September Basis and the Forward Start Adjustment.
22, 2021 (Pricing A pricing announcement will be sent to the
Date) 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 7. The modifications to the Conditions of the
(Effective Series CB35 Covered Bonds described in the
Date) 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
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END
MSCBSGDICBXDGBB
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August 31, 2021 10:24 ET (14:24 GMT)
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