Final Terms dated 6 June 2013

Transcription

1 Final Terms dated 6 June 2013 ROYAL BANK OF CANADA (a Canadian chartered bank) Issue of EUR 1,000,000 Phoenix Autocallable Index Linked Interest and Index Linked Redemption Notes Linked to a Basket of Indices due June 2018 under the Programme for the Issuance of Securities Notice Regarding Offers in the EEA Any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a Member State) (each, a Relevant Member State ) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly, any person making or intending to make offer in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer 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 each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances. PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the Conditions ) set forth in the Base Prospectus dated 13 April 2012, as supplemented from time to time, which constitutes a base prospectus for the purposes of Directive 2003/71/EC (the Prospectus Directive ). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus, together with all documents incorporated by - 1 -

2 reference therein, is available for viewing on the website of the Regulatory News Service operated by the London Stock Exchange at under the name Royal Bank of Canada and the headline Publication of Prospectus and copies may be obtained from the offices of the Issuer, Royal Bank Plaza, 200 Bay Street, 8 th Floor, South Tower, Toronto, Ontario, Canada and the offices of the Issuing and Paying Agent, One Canada Square, London, E14 5AL, England. By investing in the Notes each investor represents that: (a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to invest in the Notes and as to whether the investment in the Notes is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the Issuer or any Dealer as investment advice or as a recommendation to invest in the Notes, it being understood that information and explanations related to the Conditions of the Notes shall not be considered to be investment advice or a recommendation to invest in the Notes. No communication (written or oral) received from the Issuer or any Dealer shall be deemed to be an assurance or guarantee as to the expected results of the investment in the Notes. (b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts the terms and conditions and the risks of the investment in the Notes. It is also capable of assuming, and assumes, the risks of the investment in the Notes. (c) Status of Parties. Neither the Issuer nor any Dealer is acting as fiduciary for or adviser to it in respect of the investment in the Notes. 1. Issuer: Royal Bank of Canada Branch of Account / Branch: Main Toronto Branch located at 200 Bay Street, Toronto, Ontario, Canada 2. (i) Series Number: (ii) Tranche Number: 1 3. Specified Currency or Currencies: (Condition 1.12) EUR 4. Aggregate Principal Amount: EUR 1,000,000 (i) Series: EUR 1,000,000 (ii) Tranche: EUR 1,000, Issue Price: per cent of the Aggregate Principal Amount 6. (a) Specified Denominations: (Condition 1.10 or 1.11) EUR 1,

3 (b) Calculation Amount: EUR 1,000 (c) Minimum Trading Size: 7. (i) Issue Date: 6 June 2013 (ii) Interest Commencement Date Issue Date 8. Maturity Date: 6 June Interest Basis: Index Linked Interest 10. (a) Redemption/Payment Basis: Index Linked Redemption (b) Protection Amount: 11. Change of Interest or Redemption/Payment Basis: 12. Put Option/ Call Option/ Trigger Early Redemption: Trigger Early Redemption 13. Status of the Notes: Senior Notes 14. Method of distribution: Non-syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions (Condition 5.02) 16. Floating Rate Note Provisions (Condition 5.03) 17. Zero Coupon Note Provisions 18. Reference Item Linked Interest Notes Applicable (i) Description of formula to be used to determine the Rate of Interest or Interest Amount: (A) If, on any Observation Date the Reference Level of each Index is equal to or greater than its Coupon Barrier Level, then the Interest Amount shall be: Calculation Amount x 0.75 per cent. (B) Otherwise no interest shall be payable. Where: Coupon Barrier Level means: Index 1: Index 2: (ii) Provisions for determining the Rate of Interest and/or Interest - 3 -

4 Amount where calculation by reference to Reference Items and/or formula impossible or impracticable: (iii) Interest Period(s)/Specified Interest Payment Date(s): 10 September December March June September December March June September December March June September December March June September December March 2018 Maturity Date All dates subject to the Business Day Convention for payments only and without adjustment to any Interest Periods (iv) Business Day Convention: (v) Additional Financial Centre(s): (vi) Minimum Rate of Interest: (vii) Maximum Rate of Interest: (viii) Day Count Fraction: (ix) Other terms or special conditions: Modified Following Business Day Convention London and TARGET - 4 -

5 19. Dual Currency Note Provisions PROVISIONS RELATING TO REDEMPTION 20. Call Option (Condition 6.03) 21. Put Option (Condition 6.06) 22. Trigger Early Redemption (Condition 6.08) Applicable (i) Trigger Early Redemption Event: If, on any Autocall Observation Date, the Reference Level of each Index is equal to or greater than its Autocall Barrier Level, then a Trigger Early Redemption Event shall be deemed to have occurred. Autocall Barrier Level means: Index 1: Index 2: Autocall Observation Date means: 30 May May May May 2017 (ii) Trigger Early Redemption Date(s): (iii) (a) Trigger Early Redemption Amount of each Note and method, if any, of calculation of such amount(s): (b) Trigger Early Redemption Amount includes amount in respect of Accrued Interest: 23. Final Redemption Amount of each Note The Specified Interest Payment Date immediately following the relevant Autocall Observation Date in respect of which a Trigger Early Redemption Event is deemed to have occurred. EUR 1,000 per Calculation Amount Yes: no additional amount in respect of accrued interest to be paid As per item 26 below 24. Early Redemption Amount (i) Early Redemption Amount(s) payable on redemption for taxation reasons, illegality or on event of default or other early redemption and/or the method of In the event of the Notes becoming due and payable for taxation reasons or on an event of default or other early redemption on or after the Issue Date but prior to the Maturity Date, then the Early Redemption Amount in respect of the - 5 -

6 calculating the same (including, in the case of Index Linked Notes, following an Index Adjustment Event in accordance with Condition 8, or in the case of Equity Linked Notes, following a Potential Adjustment Event and/or De-listing and/or Merger Event and/or Nationalisation and/or Insolvency and/or Tender Offer in accordance with Condition 9, or in the case of Equity Linked Notes, Index Linked Notes or Fund Linked Notes (involving ETFs), following an Additional Disruption Event (if applicable), or in the case of Fund Linked Notes, following a Fund Event or Delisting, Material Underlying Event, Merger Event, Nationalisation or Tender Offer in accordance with Conditions 12 and 13) (if required or if different from that set out in the Conditions): (ii) Early Redemption Amount includes amount in respect of accrued interest: Notes shall be such amount determined by the Calculation Agent in good faith and on such basis as it, in its sole and absolute discretion, considers fair and reasonable in the circumstances, to be equal to the fair market value of the Notes immediately prior to the date of redemption, plus or minus any related hedging gains or costs. Yes: no additional amount in respect of accrued interest to be paid PROVISIONS RELATING TO REFERENCE ITEM LINKED NOTES 25. Settlement Method Whether redemption of the Notes will be by (a) Cash Settlement or (b) Physical Delivery or (c) Cash Settlement and/or Physical Delivery and whether option to vary settlement: 26. Final Redemption Amount for Reference Item Linked Notes Cash Settlement (A) If the Final Level of each Index is greater than or equal to its Barrier Level, then the Final Redemption Amount shall be: Calculation Amount x 100 per cent. (B) Otherwise, if the Final Level of any Index is less than its Barrier Level, the Final Redemption Amount shall be: Calculation Amount x (Final Level of the Least Performer / Initial Level of the Least Performer) Where: - 6 -

7 Barrier Level means: Index 1: Index 2: Final Level means the Reference Level on the Valuation Date. Least Performer means, the Index in respect of which the following formula yields, in the determination of the Calculation Agent, the smallest positive number: 27. Multi-Reference Item Linked Notes 28. Currency Linked Note Provisions 29. Commodity Linked Note Provisions (Final Level / Initial Level) provided that if the above formula yields the same number with respect to two or more Indices, then the Calculation Agent shall determine the Least Performer 30. Index Linked Note Provisions (Equity Indices only) Applicable (i) Whether the Notes relate to a Basket of Indices or a single Index and the identity of the relevant Index/Indices and details of the relevant Index Sponsor(s) and whether such Index / Indices is a Multi-Exchange Index: Basket of Indices Index 1: EURO STOXX 50 (Price) Index (Bloomberg code SX5E) Index Sponsor(s): STOXX Limited Multi-Exchange Index : Yes Index 2: FTSE 100 Index (Bloomberg code UKX) Index Sponsor(s): FTSE International Limited Multi-Exchange Index : Yes (ii) Reference Level: As set out in Condition 8.03 (iii) Averaging Date(s): (iv) Observation Period(s): (v) Observation Date(s): 30 August

8 29 November February May August November February May August November February May August November February May August November February 2018 Valuation Date (vi) Valuation Date(s): 30 May 2018 (vii) Valuation Time: (viii) Disrupted Day: (ix) Additional Disruption Events: (x) Index Substitution: (xi) Exchange(s): Condition 8.03 applies Condition 8.03 applies Applicable Change in Law Hedging Disruption Increased Cost of Hedging Index 1: EUREX Index 2: London Stock Exchange (xii) Related Exchange(s): All Exchanges (xiii) Initial Level: Index 1: Index 2: (xiv)trade Date: 30 May 2013 (xv) Hedging Entity: (xvi) Weighting: - 8 -

9 (xvii) Other terms or special conditions: 31. Equity Linked Note Provisions 32. Fund Linked Note Provisions 33. Credit Linked Note Provisions 34. Dual Currency Note Provisions 35. Preference Share Linked Notes 36. Physical Delivery GENERAL PROVISIONS APPLICABLE TO THE NOTES 37. (i) New Global Note: No (ii) Form of Notes: Bearer Notes Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note 38. Financial Centre(s) or other special provisions relating to payment dates: 39. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): (Condition 1.06) London and TARGET No 40. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made [and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment]: 41. Details relating to Instalment Notes: amount of each instalment ( Instalment Amounts ), date on which each payment is to be made ( Instalment Dates ): 42. Redenomination provisions: 43. Consolidation provisions: - 9 -

10 44. Name and address of Calculation Agent: RBC Capital Markets, LLC One Liberty Plaza 165 Broadway New York, NY USA 45. Other final terms: DISTRIBUTION 46. (i) If syndicated, names and addresses of Managers and underwriting commitments: 47. If non-syndicated, name and address of Dealer: RBC Europe Limited Riverbank House 2 Swan Lane London EC4R 3BF 48. Total commission and concession: 49. U.S. Selling Restrictions: TEFRA D rules apply 50. Non-Exempt Offer:

11 51. Additional selling restrictions: Singapore This Prospectus has not been and will not be registered as a prospectus with the Monetary Authority of Singapore and the notes (the Notes ) are offered by the Issuer pursuant to exemptions invoked under sections 274 and 275 of the Securities and Futures Act, chapter 289 of Singapore (the SFA ). Accordingly, the Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to the public or any member of the public in Singapore other than (1) to an institutional investor specified in section 274 of the SFA, (2) to a relevant person pursuant to section 275(1), or any person pursuant to section 275(1A), and in accordance with the conditions specified in section 275 of the SFA or (3) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the Notes are subscribed or purchased under Section 275 by a relevant person with is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor Securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of

12 law; or (4) as specified in Section 276(7) of the SFA. 52. Exchange Date: On or after 40 calendar days following the Issue Date 53. The Aggregate Principal Amount of the Notes issued has been translated into U.S. dollars at the rate of U.S.$1.00 = [ ], producing a sum of: 54. Governing law (if other than the laws of the Province of Ontario and the federal laws of Canada applicable therein):

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14 PART B OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING (i) Listing/Admission to trading: (ii) Estimate of total expenses related to admission to trading: 2. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE The Issue Price may include a fee or commission payable to a distributor or third party. Such fee or commission will be determined by reference to a number of factors including but not limited to the maturity date of the Notes, hedging costs and legal fees. Further details in respect of the fee or commission are available upon request. 3. OPERATIONAL INFORMATION (i) ISIN Code: XS (ii) Common Code: (iii) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking Societe Anonyme, their addresses and the relevant identification number(s): (iv) Delivery: (v) Name(s) and address(es) of Initial Paying Agents, Registrar and Transfer Agents: (vi) Names and addresses of additional Paying Agent(s) (if any): (vii) Intended to be held in a manner which would allow Eurosystem eligibility: Delivery against payment The Bank of New York Mellon, London Branch One Canada Square London E14 5AL England No 14

15 4. INDEX DISCLAIMER INFORMATION RELATING TO THE FTSE 100 INDEX These products are not in any way sponsored, endorsed, sold or promoted by FTSE International Limited ("FTSE") or by The London Stock Exchange Plc (the "Exchange") or by The Financial Times Limited ("FT") and neither FTSE or Exchange or FT makes any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the FTSE 100 ("the Index") and/or the figure at which the said Index stands at any particular time on any particular day or otherwise. The Index is compiled and calculated solely by FTSE. However, neither FTSE or Exchange or FT shall be liable (whether in negligence or otherwise) to any person for any error in the Index and neither FTSE or Exchange or FT shall be under any obligation to advise any person of any error therein. FTSE100" is a trade mark of London Stock Exchange Plc and The Financial Times Limited and are used by FTSE under licence. "All-World" is a trade mark of FTSE. INFORMATION RELATING TO THE EURO STOXX 50 (PRICE) INDEX STOXX and its licensors (the Licensors ) have no relationship to the Royal Bank of Canada, other than the licensing of the EURO STOXX 50 (PRICE) INDEX and the related trademarks for use in connection with the Notes. STOXX and its Licensors do not: Sponsor, endorse, sell or promote the Notes. Recommend that any person invest in the Notes or any other securities. Have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Notes. Have any responsibility or liability for the administration, management or marketing of the Notes. Consider the needs of the Notes or the owners of the Notes in determining, composing or calculating the EURO STOXX 50 (PRICE) INDEX or have any obligation to do so. STOXX and its Licensors will not have any liability in connection with the Notes. Specifically, STOXX and its Licensors do not make any warranty, express or implied and disclaim any and all warranty about: o The results to be obtained by the Notes, the owner of the Notes or any other person in connection with the use of the EURO STOXX 50 (PRICE) INDEX and the data included in the EURO STOXX 50 (PRICE) INDEX ; o The accuracy or completeness of the EURO STOXX 50 (PRICE) INDEX and its data; o The merchantability and the fitness for a particular purpose or use of the EURO STOXX 50 (PRICE) INDEX and its data; o STOXX and its Licensors will have no liability for any errors, omissions or interruptions in the EURO STOXX 50 (PRICE) INDEX or its data; o Under no circumstances will STOXX or its Licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or its Licensors knows that they might occur. The licensing agreement between the Royal Bank of Canada and STOXX is solely for their benefit and not for the benefit of the owners of the Notes or any other third parties