ROYAL BANK OF CANADA
(a Canadian chartered bank)
Issue of USD 9,000,000 Fixed Rate Callable Notes due April 2028 under the Programme for the Issuance of Securities
Any person making or intending to make an offer 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 either of Article 3 of the Prospectus Regulation or section 85 of the FSMA or to supplement a prospectus pursuant to either of Article 23 of the Prospectus Regulation or Article 23 of the UK Prospectus Regulation, in each case, in relation to such offer.
This document constitutes the Pricing Supplement for the Notes described herein. This document must be read in conjunction with the Structured Securities Base Prospectus dated July 16, 2024 as supplemented by the supplements dated September 02, 2024, December 11, 2024, and March 04, 2025 (the "Base Prospectus"). Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of this Pricing Supplement and the Base Prospectus. Copies of the Base Prospectus may be obtained from the offices of the Issuer, Royal Bank Plaza, 200 Bay Street, 8th Floor, South Tower, Toronto, Ontario, Canada and the offices of the Issuing and Paying Agent, 160 Queen Victoria Street, London EC4V 4LA, England and in electronic form on the Luxembourg Stock Exchange's website (https://www.bourse.lu).
For the purposes hereof:
"UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA;
"EUWA" means the European Union (Withdrawal) Act 2018, as amended; and
"FSMA" means the Financial Services and Markets Act 2000, as amended. By investing in the Notes, each investor represents that:
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 terms and 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.
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.
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.
Issuer: Royal Bank of Canada
Branch of Account / Branch: London Branch
(i) Series Number:
(ii) Tranche Number: 1
Specified Currency or Currencies: (Condition 1.12)
USD
Aggregate Principal Amount: USD 9,000,000
Series: USD 9,000,000
Tranche: USD 9,000,000
Issue Price: 100.00% of the Aggregate Principal Amount
(a) Specified Denominations: USD 1,000,000
Calculation Amount: USD 1,000,000
Minimum Trading Size: USD 1,000,000
(i) Issue Date: 24 April 2025
Interest Commencement Date: Issue Date
Trade Date: 11 April 2025
Maturity Date: 24 April 2028, subject to the details specified below under item 23
Description of Notes: Not Applicable
Product Terms: Not Applicable
Interest Basis: 4.80% Fixed Rate
(a) Redemption Basis: Redemption at par
(b) Protection Amount: Not Applicable
Change of Interest or Redemption/Payment Basis:
Not Applicable
Put Option/ Call Option/ Trigger Early Redemption:
Call Option
(further particulars specified below)
Date Board approval for issuance of Not Applicable Notes obtained:
Bail-inable Securities: Yes
Method of distribution: Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE-
Fixed Rate Note Provisions
(Condition 4.02/4.02a)
Applicable
Rate(s) of Interest: 4.80% per annum payable annually in arrear
Interest Payment Date(s): 24th of each April in each year, commencing on 24
April 2026, and with the final Interest Payment Date being the Maturity Date, adjusted for payment purposes only in accordance with the Business Day Convention set out in (iv) below, subject to the exercise of the Call Option as set out below
Adjusted Interest Period(s): Not Applicable
Business Day Convention: Following Business Day Convention
Fixed Coupon Amount(s): Rate(s) of Interest multiplied by the Day Count
Fraction multiplied by the Calculation Amount per Calculation Amount
Broken Amount(s): Not Applicable
Day Count Fraction: 30/360
Determination Dates: Not Applicable
Default Rate: As set out in Condition 4.06
Other terms relating to the method of calculating interest for Fixed Rate Notes:
Not Applicable
-
Floating Rate Note Provisions
(Condition 4.03)
Not Applicable
- Zero Coupon Note Provisions Not Applicable
- Reference Item Linked Interest Notes Not Applicable
- Dual Currency Note Provisions Not Applicable PROVISIONS RELATING TO REDEMPTION
-
Call Option
(Condition 5.03)
Applicable
Optional Redemption Date(s): 24 April 2027, subject to adjustment in accordance
with the Following Business Day Convention
Optional Redemption Amount(s) of each Note and method, if any, of calculation of such amount(s):
Calculation Amount x 100.00%
Redeemable in part: Not Applicable
Notice periods: Minimum period: 5 (Five) London, Taipei, and New
York Business Days
Maximum period: Not Applicable
-
Put Option
(Condition 5.06)
Not Applicable
-
Notice periods for Early Redemption for Taxation Reasons:
Minimum period: 30 days
Maximum period: 60 days
- TLAC Disqualification Events: Not Applicable
-
Notice periods for Redemption for Illegality:
Minimum period: 10 days
Maximum period: 30 days
-
Trigger Early Redemption
(Condition 5.09)
-
Final Redemption Amount of each Note
Not Applicable
Calculation Amount x 100.00%
-
Early Redemption Amount
Early Redemption Amount(s) payable on redemption for
As per Condition 5.10
taxation reasons, illegality or on event of default or other early redemption and/or the method of calculating the same (including, without limitation, following an Index Adjustment Event, a Potential Adjustment Event and/or De-listing and/or Merger Event and/or Nationalisation and/or Insolvency and/or Tender Offer, an Additional Disruption Event, a Rebalancing Advisory Entity Event, an Inflation Index Substitution Event or an Inflation Index Modification:
Early Redemption Amount includes amount in respect of accrued interest:
Yes: no additional amount in respect of accrued interest to be paid
PROVISIONS RELATING TO REFERENCE ITEM LINKED NOTES
-
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:
Cash Settlement
-
Final Redemption Amount for Reference Item Linked Notes
Not Applicable
- Multi-Reference Item Linked Notes Not Applicable
- Currency Linked Note Provisions Not Applicable
- Commodity Linked Note Provisions Not Applicable
-
Index Linked Note Provisions (Equity Indices only)
Not Applicable
- Equity Linked Note Provisions Not Applicable
- Fund Linked Note Provisions Not Applicable
- Credit Linked Note Provisions Not Applicable
- Dual Currency Note Provisions Not Applicable
- Preference Share Linked Notes Not Applicable
- Bond Linked Redemption Note Not Applicable
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Disclaimer
RBC - Royal Bank of Canada published this content on May 15, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 15, 2025 at 13:36 UTC.