USD 1.25 million Worst of Barrier Reverse Convertible Notes due 4 June 2008 Final Terms & Conditions

Transcription

1 XS Royal Bank of Canada Europe Limited 71 Queen Victoria Street London EC4V 4DE Switchboard: +44 (0) Facsimile: +44 (0) USD 1.25 million Worst of Barrier Reverse Convertible Notes due 4 June 2008 Final Terms & Conditions This term sheet is provided for discussion purposes only and it does not constitute either an offer or the solicitation of an offer to enter into a securities or any other transaction. It is not intended to set forth a final expression of the terms and conditions of any transaction and it may be amended, superseded or replaced in its entirety by subsequent term sheets or other summaries of terms and conditions. This term sheet does not purport to identify or suggest all of the risks (direct or indirect) which may be associated with the proposed investment. Product Information Issuer: Rating: Product: Royal Bank of Canada (Toronto Branch) Aaa by Moody s / AA- by Standard & Poor s Dates: ISIN: XS Trade Date: 19 February 2008 Valor: [TBD] Initial Valuation Dates: 19 February 2008 for ICICI Bank Limited and Sterlite Industries (India) Ltd, and 20 February 2008 for Reliance Industries Denomination: USD 1,000 Issue Date: 4 March 2008 (Settlement Date) Calculation Business Day Convention: USD 1,000 Final Valuation date: 19 May 2008 Following Observation Period: Any scheduled Trading Day from (and including) the Initial Valuation Date until (and including) the Final Valuation Date. Barrier Type: American Continuous Maturity Date: 4 June 2008 Underlying information Underlying Equity Instruments: ICICI Bank Limited American Depository Receipts ( ADRs ) representing 2 Ordinary Shares per ADR Sterlite Industries (India) Ltd American Depository Receipts ( ADRs ) representing [number [Ordinary] Shares per ADR] Reliance Industries Ltd American Depository Receipts ( ADRs ) representing [number [Ordinary] Shares per ADR] Bloomberg ticker: Initial Level: Barrier Level: IBN US (The Initial Price *65%) SLT US (The Initial Price *65%) RIGD LI (The Initial Price *65%)

2 Valuation Time: Closing Price: ADR Exchange(s): The scheduled weekday closing time on the Exchange without regards to after hours trading or any other trading outside of the regular trading session hours. If the Exchange closes prior to such time and the specified Valuation Time is after the actual closing time for its regular trading session, then the Valuation Time shall be such actual closing time The official closing price of the Underling Equity Instruments quoted on the Exchange on the Final Valuation Date as determined by the Calculation Agent. ICICI Bank Limited New York or its successor, or any substitute exchange or quotation system to which trading in the Underling Equity Instruments has temporarily relocated, provided that the Calculation Agent has determined that there is comparable liquidity relative to such Underling Equity Instrument on such temporary substitute exchange or quotation system as on the original Exchange. Sterlite Industries (India) Ltd New York or its successor, or any substitute exchange or quotation system to which trading in the Underling Equity Instruments has temporarily relocated, provided that the Calculation Agent has determined that there is comparable liquidity relative to such Underling Equity Instrument on such temporary substitute exchange or quotation system as on the original Exchange. Reliance Industries Ltd Underlying Shares(s): [use for the share exchange for ADRs] London or its successor, or any substitute exchange or quotation system to which trading in the Underling Equity Instruments has temporarily relocated, provided that the Calculation Agent has determined that there is comparable liquidity relative to such Underling Equity Instrument on such temporary substitute exchange or quotation system as on the original Exchange. ICICI Bank Limited Mumbai or its successor, or any substitute exchange or quotation system to which trading in the Shares has temporarily relocated, provided that the Calculation Agent has determined that there is comparable liquidity relative to such Share on such temporary substitute exchange or quotation system as on the original Exchange. Sterlite Industries (India) Ltd Mumbai or its successor, or any substitute exchange or quotation system to which trading in the Shares has temporarily relocated, provided that the Calculation Agent has determined that there is comparable liquidity relative to such Share on such temporary substitute exchange or quotation system as on the original Exchange. Reliance Industries Ltd Mumbai or its successor, or any substitute exchange or quotation system to which trading in the Shares has temporarily relocated, provided that the Calculation Agent has determined that there is comparable liquidity relative to such Share on such temporary substitute exchange or quotation system as on the original Exchange. Redemption Information Payment At Maturity: If the Calculation Agent determines on the Final Valuation Date that: a) The price of any of the Underlying Equity Instruments in the Basket has been equal to or less than its relevant Barrier Price during the Observation Period; And XS

3 b) The Final Price of at least one of the Underlying Equity Instruments is lower than its relevant Strike Price, delivery of the Physical Delivery Amount of the Underlying Equity Instrument with the most negative performance compared to the other Underlying Equity Instruments in the Basket, where the negative performance of each Underlying Equity Instruments in the Basket is calculated in accordance with the following formula: (Final Price / Strike Price) 1 Cash Delivery Physical Delivery Otherwise, the notes will redeem at 100% X the Specified Denomination (Cash Delivery Amount) The principal amount invested. Number of Underlying Instruments of the Worst Performing Underlying Instrument = (Calculation Amount / Initial Price) General Terms Business Days: Interest Commencement Date: Interest Rate Payment Date: Interest Rate: Interest Listing: Settlement: Delivery Agent: Calculation Agent: Instrument: Issue Status: Documentation: Sole Dealer (nonsyndicated): Governing Law: London and New York 4 March 2008 (Issue Date) On the Maturity Date 24.2% (annual, 30/360, unadjusted) USD per Calculation Amount None Euroclear or Clearstream on a delivery against payment basis RBC Capital Markets Corporation RBC Capital Markets Corporation USD Equity Linked Senior Notes USD 1.25 million Direct, unsecured and unsubordinated obligations of the Issuer Under the existing EMTN Programme, including the Prospectus dated 16th July, 2007 as supplemented from time to time (the Prospectus ) Royal Bank of Canada Europe Limited Province of Ontario and the laws of Canada applicable therein Offering Information EU offering information: The Prospectus (as contemplated by the Final Terms of the Notes) has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in the Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly, the Notes should not be sold or offered, directly or indirectly, to persons in any EU or EEA member state except in circumstances which would not require the publication of a prospectus and any person making or intending to make an offer in that Relevant Member State of Notes should only do so in circumstances in which no obligation arises for the Issuer or Royal Bank of Canada Europe Limited to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive in relation to such offer. No recipient of this termsheet is authorized by any person to act in a way which would result in an offer to it being considered to be a placement through an intermediary for the purposes of the EU Prospectus Directive XS

4 Swiss offering information: Canadian offering information: These Notes are not a collective investment scheme within the meaning of the Swiss Act on Collective Investment Schemes of 23 June 2006 ( CISA ) and its implementing regulations and have not been approved by the Swiss Federal Banking Commission. This termsheet is neither meant to be a prospectus within the meaning of Article 5 CISA and its implementing regulations nor within the meaning of Articles 652a and 1156 of the Swiss Code of Obligation. Accordingly, the Notes may not be offered and this termsheet or any related marketing material may not be distributed to the public in or from Switzerland. The Notes may only be offered and this termsheet or any related marketing material may only be distributed in Switzerland to a limited circle of Qualified investors (as that term is defined in the CISA and its implementing regulations) and in a manner consistent with the requirements of CISA and its implementing regulations. This termsheet is addressed to a specifically named recipient and may not be passed on to third parties The Notes may not be offered, sold or distributed, directly or indirectly, in Canada or to or for the benefit of, a resident in Canada. Sales Restrictions and Disclaimer On-sales of Notes: In addition to the specific restrictions in relation to offers in the EEA, Switzerland and Canada stated Disclaimer: above, any on-sales or subsequent offer of the Notes should only be made in accordance with any applicable law and regulation. In particular any applicable securities laws or regulations relating to the requirement for a prospectus or other prescribed disclosure and any requirement regarding the disclosure of commissions and/or fees paid should be complied with. Risk Information Product risk These securities are not Principal protected. There is a risk that you could lose all of your investment. Issuer Risk: Investors bear the issuer risk. The investment instrument s value is dependent not only on the development of the underlying, but also on the creditworthiness of the issuer, which may vary over the term of the structured product. Definitions Note on Definitions: Capitalised terms not otherwise defined in this Term Sheet shall have the meaning set forth in the 2002 Additional Early Redemption event: (i.e. other than tax call or event of default) Related Exchange(s): Exchange Business Day: ISDA Equity Derivatives Definitions as published by the International Swaps and Derivatives Association, Inc. (the "Equity Derivatives Definitions"). In the event of any inconsistency between the Equity Derivatives Definitions and the Pricing Supplement for the Notes, the Pricing Supplement will govern. In the event of any inconsistency between this Term Sheet and the Pricing Supplement for the Notes, the Pricing Supplement will govern. In the event that the Calculation Agent determines in good faith that the performance of the Issuer's obligations under the Notes or that any arrangements made to hedge the Issuer's obligation under the Notes has and will become unlawful, illegal or otherwise prohibited in whole or in part as a result of compliance with any applicable present or future law, rule, regulation, judgement, order or directive of any governmental, administrative, legislative or judicial authority or power, or in the interpretation thereof, the Issuer having given not less than 10 nor more than 30 days' notice to Noteholders in accordance with Condition 14 (which notice shall be irrevocable) may, on the expiry of such notice, redeem all, but not some only, of the Notes, each Note being redeemed at the Early Redemption Amount (together with interest accrued to (but excluding) the date of redemption). Additional early termination events are the following Additional Disruption Events: Change of Law, Hedging Disruption and Increased Cost of Hedging. An exchange in respect of which futures contracts, forward contracts or options contracts are traded in respect of the Underling Equity Instruments and through which the Issuer expects to effect, directly or indirectly, transactions to hedge its position in respect of the Notes. Any day that is (or, but for the occurrence of a Market Disruption Event, would have been) a trading day on the Exchange including a day on which trading on the Exchange is scheduled to close prior to its XS

5 Cash Settlement Clearance System: Clearance System Business Day: Market Disruption Event: Underling Equity Instrument Settlement Date: Settlement Disruption Event: Form of Notes: Method of Adjustment upon Potential Adjustment Event: Extraordinary Events: Consequence of Merger Events: Share-for-Share: Share-for-Other: Share-for-Combined: Tender Offer: regular weekday closing time. A cash amount in USD as determined by the Calculation Agent on the basis of the fair market value of the Redemption Amount to be delivered under the market conditions prevailing as of the 6th Business Day following the end of the 10 Clearance System Business Day period immediately following the original date, that but for the Settlement Disruption Event, would have been the Underling Equity Instrument Settlement Date, in its sole and absolute discretion. Euroclear or its successor. If such clearance system no longer settles the Underling Equity Instrument, and the Redemption Amount includes the Number of Underling Equity Instruments, the Calculation Agent will, in good faith and in a commercially reasonable manner, determine the appropriate delivery method. A day on which the delivery of the Underling Equity Instrument can be made through the Clearance System, or a day on which, if a Settlement Disruption Event had not occurred, such delivery would have been made. Consequence of Tender Offers: Share-for-Share: Share-for-Other: The occurrence or existence on any Exchange Business Day at any time during the trading hours on the Exchange of a suspension of or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the Exchange or otherwise) in the Underling Equity Instrument on the Exchange, as determined by the Calculation Agent in its sole discretion, if, in any such case, that suspension or limitation is, in the determination of the Calculation Agent, material. The Maturity Date, unless a Settlement Disruption Event prevents settlement on that day. If there is a Settlement Disruption Event that prevents delivery of the Underling Equity Instrument on the Underling Equity Instrument Settlement Date, then the Issuer (by using Delivery Agent as its agent for such purpose) will deliver the Underling Equity Instrument on the first succeeding day on which delivery of the Underling Equity Instrument can take place through the relevant Clearance System, unless the Settlement Disruption Event prevents settlement on each of the 10 (ten) Clearance System Business Days immediately following the original date that, but for the Settlement Disruption Event, would have been the Maturity Date. In that case: (i) if the Underling Equity Instrument can be delivered in any other commercially reasonable manner, then the delivery of the Underling Equity Instrument will take place on the first day on which settlement of a trading of Underling Equity Instrument executed on that tenth relevant Clearance System Business Day customarily would take place using such other commercially reasonable manner of delivery, and (ii) if the Underling Equity Instrument cannot be delivered in any other commercially reasonable manner within 5 Business Days after the end of the 10 Clearance System Business Day period above, then Issuer s obligation to deliver the Number of Underling Equity Instrument on the original date that would have been the Underling Equity Instrument Settlement Date shall be discharged by the payment of the Cash Settlement Amount to the note holder. The Cash Settlement Amount payment date shall be the tenth Business Day following the end of the 10 Clearance System Business Day period specified above. An event which is beyond the control of the Issuer, the Delivery Agent or the transferor of the Underling Equity Instruments and as a result of which the relevant Clearance System cannot receive or clear the transfer of such Underling Equity Instruments or the transfer of such Underling Equity Instruments cannot take place on the Maturity Date. Permanent Global Bearer Note. Definitive Notes only in limited circumstances set out in the Prospectus. Merger Event / Tender Offer / Nationalization / Insolvency, Delisting XS

6 Share-for-Combined: Nationalization, Insolvency or Delisting: Cancellation and Payment - Calculation Agent Determination XS