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December 2022
MSELN-527-EEM
Registration Statement No. 333-259205
Preliminary Pricing Supplement
Dated November 30, 2022
Filed Pursuant to Rule 433
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SUMMARY TERMS
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Issuer:
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Royal Bank of Canada
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Underlying shares:
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Shares of the iShares® MSCI Emerging Markets ETF (Bloomberg symbol: "EEM") (the "Fund").
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Aggregate principal amount:
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$
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Stated principal amount:
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$10 per Trigger PLUS
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Issue price:
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$10 per Trigger PLUS
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Pricing date:
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December 9, 2022
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Issue date:
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December 14, 2022 (three business days after the pricing date)
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Valuation date:
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December 9, 2025, subject to adjustment for non-trading days and certain market disruption events
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Maturity date:
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December 12, 2025, subject to adjustment as described in “Additional Terms of the Trigger PLUS” below.
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Payment at maturity:
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If the final share price is greater than the initial share price,
$10 + ($10 × leverage factor × fund return)
However, in no event will the payment at maturity exceed the maximum upside payment.
If the final share price is less than or equal to the initial share price but is greater than
or equal to the trigger price,
$10 + ($10 × -1 × fund return)
In this scenario, you will receive a 1% positive return on the Trigger PLUS for each 1% negative return on the underlying shares. For example, a -5% fund return will result in a +5% return on the
Trigger PLUS. However, in no event will this amount exceed the stated principal amount plus $2.00.
If the final share price is less than the trigger price,
$10 + ($10 × fund return)
Under these circumstances, the payment at maturity will be less than $8.00. You will lose at least 20% and possibly all of the principal amount, if the final share price is less than the initial
share price.
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Maximum upside payment:
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$15.75 per Trigger PLUS (157.50% of the stated principal amount)
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Leverage factor:
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150%
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Fund return:
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(final share price - initial share price) / initial share price
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Initial share price:
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$ , which was the closing price of one underlying share on the pricing date
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Final share price:
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The closing price of one underlying share on the valuation date times the adjustment factor on that date
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Trigger price:
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$ , which is 80% of the initial share price
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Adjustment factor:
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1.0, subject to adjustment in the event of certain events affecting the underlying shares, see “Additional Terms of the Trigger PLUS—Adjustment factor” below.
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CUSIP / ISIN:
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78016G367 / US78016G3671
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Listing:
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The Trigger PLUS will not be listed on any securities exchange.
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Agent:
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RBC Capital Markets, LLC (“RBCCM”).
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Commissions and issue price:
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Price to public
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Agent’s commissions
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Proceeds to issuer
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Per Trigger PLUS
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$10.00
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$0.25(1)
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$0.05(2)
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$9.70
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Total
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$
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$
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$
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![]() |
Dual Directional Trigger PLUS Based on the Performance of the iShares® MSCI Emerging Markets ETF
due December 12, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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◾ |
As an alternative to direct exposure to the underlying shares that enhances returns for any positive performance of the underlying shares, subject to the maximum upside payment.
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To obtain an unleveraged positive return for a limited range of negative performance of the underlying shares.
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To potentially outperform the underlying shares in a moderately bullish or moderately bearish scenario.
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Maturity:
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Approximately 3 years
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Leverage factor:
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150% (applicable only if the final share price is greater than the initial share price)
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Maximum upside payment:
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$15.75 per Trigger PLUS (157.50% of the stated principal amount)
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Trigger price:
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80% of the initial share price
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Minimum payment at maturity:
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None. Investors may lose their entire initial investment in the Trigger PLUS.
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Coupon:
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None
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![]() |
Dual Directional Trigger PLUS Based on the Performance of the iShares® MSCI Emerging Markets ETF
due December 12, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
Leveraged
Upside
Performance
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The Trigger PLUS offer investors an opportunity to capture enhanced returns relative to a direct investment in the underlying shares, subject to the maximum upside payment.
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Absolute
Return Feature
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The Trigger PLUS enable investors to obtain an unleveraged positive return if the final share price is less than or equal to the initial share price but is greater than or equal to the trigger price.
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Upside
Scenario if the
Underlying
Shares
Appreciate
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The final share price is greater than the initial share price and, at maturity, we will pay the stated principal amount of $10 plus 150% of the fund return, subject to the maximum upside payment of $15.75 per
Trigger PLUS (157.50% of the stated principal amount).
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Absolute
Return
Scenario
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The final share price is less than or equal to the initial share price, but is greater than or equal to the trigger price, which is 80% of the initial share price. In this case, you receive a 1% positive return on
the Trigger PLUS for each 1% decline in the price of the underlying shares. For example, if the final share price is 10% less than the initial share price, the Trigger PLUS will provide a total positive return of 10% at maturity. The maximum
return you may receive in this scenario is a positive 20% return at maturity.
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Downside
Scenario
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The final share price is less than the trigger price and, at maturity, we will pay less than the stated principal amount by an amount that is proportionate to the percentage decrease in the price of the underlying
shares from the initial share price. This amount will be less than $8.00 per Trigger PLUS. For example, if the final share price is 70% less than the initial share price, the Trigger PLUS will be redeemed at maturity for a loss of 70% of
principal at $3 per Trigger PLUS, or 30% of the stated principal amount. There is no minimum payment at maturity on the Trigger PLUS, and you could lose your entire investment.
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![]() |
Dual Directional Trigger PLUS Based on the Performance of the iShares® MSCI Emerging Markets ETF
due December 12, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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• |
Prospectus dated September 14, 2021:
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Prospectus Supplement dated September 14, 2021:
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![]() |
Dual Directional Trigger PLUS Based on the Performance of the iShares® MSCI Emerging Markets ETF
due December 12, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
Stated principal amount:
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$10 per Trigger PLUS
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Leverage factor:
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150% (applicable only if the final share price is greater than the
initial share price)
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Maximum upside payment:
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$15.75 per Trigger PLUS (157.50% of the stated principal amount)
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Trigger price:
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80% of the initial share price
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Minimum payment at maturity:
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None
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Trigger PLUS Payoff Diagram
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■ The Trigger PLUS
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■ The Underlying Shares
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Upside Scenario if the Underlying Shares Appreciate. If the final share price is greater than the initial share price, then investors would receive
the $10 stated principal amount plus a return reflecting 150% of the appreciation of the underlying shares over the term of the Trigger PLUS, subject to the maximum upside payment. Under the terms of the Trigger PLUS, an investor would
realize the maximum upside payment at maturity at a final share price of 138.33% of the initial share price.
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If the price of the underlying shares appreciates by 3%, the investor would receive a 4.50% return, or $10.45 per Trigger PLUS.
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If the underlying shares appreciate by 38.33% or more, the investor would receive only the maximum upside payment of $15.75 per Trigger PLUS, or 157.50% of the stated principal amount.
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Absolute Return Scenario. If the final share price is less than or equal to the initial share price but is greater than or equal to the trigger
price of 80% of the initial share price, the investor would receive a 1% positive return on the Trigger PLUS for each 1% decline in the underlying shares.
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![]() |
Dual Directional Trigger PLUS Based on the Performance of the iShares® MSCI Emerging Markets ETF
due December 12, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
◾ |
If the price of the underlying shares depreciates by 10%, the investor would receive a 10% return, or $11.00 per Trigger PLUS.
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The maximum return you may receive in this scenario is a positive 20% return at maturity.
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Downside Scenario. If the final share price is less than the trigger price, the investor would receive an amount that is less than the $10 stated
principal amount, based on a 1% loss of principal for each 1% decline in the underlying shares. This amount will be less than $8.00 per Trigger PLUS. There is no minimum payment at maturity on the Trigger PLUS.
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If the price of the underlying shares depreciates by 30%, the investor would lose 30% of the investor’s principal and receive only $7.00 per Trigger PLUS at maturity, or 70% of the stated principal amount.
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![]() |
Dual Directional Trigger PLUS Based on the Performance of the iShares® MSCI Emerging Markets ETF
due December 12, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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◾ |
The Trigger PLUS do not pay interest or guarantee return of principal. The terms of the Trigger PLUS differ from those
of ordinary debt securities in that the Trigger PLUS do not pay interest or guarantee payment of the principal amount at maturity. If the final share price is less than the trigger price (which is 80.00% of the initial share price), the
absolute return feature will no longer be applicable and the payout at maturity will be an amount in cash that is at least 20.00% less than the $10 stated principal amount of each Trigger PLUS. In this case, you will lose a significant
portion of your principal amount equal to the full percentage decrease in the price of the underlying shares from the initial share price to the final share price. There is no minimum payment at maturity on the Trigger PLUS, and,
accordingly, you could lose your entire initial investment in the Trigger PLUS.
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The Trigger PLUS are subject to the credit risk of Royal Bank of Canada, and any actual or anticipated changes to its credit ratings or credit spreads may
adversely affect the market value of the Trigger PLUS. You are dependent on Royal Bank of Canada’s ability to pay all amounts due on the Trigger PLUS at maturity, and therefore you are subject to
the credit risk of Royal Bank of Canada. If Royal Bank of Canada defaults on its obligations under the Trigger PLUS, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the
Trigger PLUS prior to maturity will be affected by changes in the market’s view of Royal Bank of Canada’s creditworthiness. Any actual or anticipated decline in Royal Bank of Canada’s credit ratings or increase in the credit spreads charged
by the market for taking Royal Bank of Canada credit risk is likely to adversely affect the market value of the Trigger PLUS.
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The amount payable on the Trigger PLUS is not linked to the price of the underlying shares at any time other than the valuation date. The final share price will be based on the closing price of the underlying shares on the valuation date, subject to adjustment for non-business days and certain market disruption events. Even if the price of the
underlying shares appreciates prior to the valuation date but then decreases on the valuation date to a price that is less than the trigger price, the payment at maturity will be less, and may be significantly less than it would have been
had the payment at maturity been linked to the price of the underlying shares prior to that decrease. Although the actual price of the underlying shares on the maturity date or at other times during the term of the Trigger PLUS may be
higher than the final share price, the payment at maturity will be based solely on the closing price of the underlying shares on the valuation date.
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Significant aspects of the tax treatment of the Trigger PLUS are uncertain. The tax treatment of an investment in the
Trigger PLUS is uncertain. We do not plan to request a ruling from the Internal Revenue Service (the “IRS”) or from the Canada Revenue Agency regarding the tax treatment of an investment in the Trigger PLUS, and the IRS, the Canada Revenue
Agency or a court may not agree with the tax treatment described in this document.
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![]() |
Dual Directional Trigger PLUS Based on the Performance of the iShares® MSCI Emerging Markets ETF
due December 12, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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◾ |
The initial estimated value of the Trigger PLUS will be less than the price to the public. The initial estimated value
that will be set forth in the final pricing supplement for the Trigger PLUS will not represent a minimum price at which we, RBCCM or any of our affiliates would be willing to purchase the Trigger PLUS in any secondary market (if any exists)
at any time. If you attempt to sell the Trigger PLUS 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
underlying shares, the borrowing rate we pay to issue securities of this kind, and the inclusion in the price to the public of the agent’s commissions and the estimated costs relating to our hedging of the Trigger PLUS. These factors,
together with various credit, market and economic factors over the term of the Trigger PLUS, are expected to reduce the price at which you may be able to sell the Trigger PLUS in any secondary market and will affect the value of the Trigger
PLUS 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 Trigger PLUS prior to maturity may be less than your original purchase
price, as any such sale price would not be expected to include the agent’s commissions and the hedging costs relating to the Trigger PLUS. In addition to bid-ask spreads, the value of the Trigger PLUS determined for any secondary market
price is expected to be based on the secondary rate rather than the internal funding rate used to price the Trigger PLUS and determine the initial estimated value. As a result, the secondary price will be less than if the internal funding
rate was used. The Trigger PLUS are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Trigger PLUS to maturity.
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Our initial estimated value of the Trigger PLUS is an estimate only, calculated as of the time the terms of the Trigger PLUS are set. The initial estimated value of the Trigger PLUS is based on the value of our obligation to make the payments on the Trigger PLUS, together with the mid-market value of the derivative embedded in the terms of the Trigger
PLUS. See “Structuring the Trigger PLUS” 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 Trigger PLUS. These
assumptions are based on certain forecasts about future events, which may prove to be incorrect. Other entities may value the Trigger PLUS or similar securities at a price that is significantly different than we do.
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The market price of the Trigger PLUS will be influenced by many unpredictable factors. Many factors will influence
the value of the Trigger PLUS in the secondary market and the price at which RBCCM may be willing to purchase or sell the Trigger PLUS in the secondary market, including:
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the trading price and volatility (frequency and magnitude of changes in value) of the underlying shares;
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dividend yields on the underlying shares and on the securities held by the Fund;
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market interest rates;
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our creditworthiness, as represented by our credit ratings or as otherwise perceived in the market;
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time remaining to maturity;
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geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underlying shares; and
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![]() |
Dual Directional Trigger PLUS Based on the Performance of the iShares® MSCI Emerging Markets ETF
due December 12, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
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the occurrence of certain events affecting the underlying shares that may or may not require a change to the adjustment factor.
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The Trigger PLUS will not be listed on any securities exchange and secondary trading may be limited. The Trigger PLUS
will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the Trigger PLUS. RBCCM may, but is not obligated to, make a market in the Trigger PLUS, and, if it chooses to do so at any time, it
may cease doing so. When it does make a market, it will generally do so for transactions of routine secondary market size at prices based on its estimate of the current value of the Trigger PLUS, taking into account its bid/offer spread,
our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity and the likelihood that it will be able to resell the Trigger PLUS. Even if
there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Trigger PLUS easily. Because we do not expect that other broker-dealers will participate significantly in the secondary market for the
Trigger PLUS, the price at which you may be able to trade your Trigger PLUS is likely to depend on the price, if any, at which RBCCM is willing to transact. If, at any time, RBCCM were not to make a market in the Trigger PLUS, it is likely
that there would be no secondary market for the Trigger PLUS. Accordingly, you should be willing to hold your Trigger PLUS to maturity.
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Investing in the Trigger PLUS is not equivalent to investing in the underlying shares. Investing in the Trigger PLUS
is not equivalent to investing in the Fund or its component securities. Investors in the Trigger PLUS will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the underlying
shares or the securities that are held by the Fund.
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An investment in the Trigger PLUS is subject to management risk. The Fund is not managed according to traditional
methods of “active” investment management, which involve the buying and selling of securities based on economic, financial and market analysis and investment judgment. Instead, the Fund, utilizing a “passive” or indexing investment
approach, attempts to approximate the investment performance of its underlying index by investing in a portfolio of securities that generally replicate the underlying index. Therefore, unless a specific security is removed from the
underlying index, the Fund generally would not sell a security because the security’s issuer was in financial trouble. In addition, the Fund is subject to the risk that the investment strategy of the Fund’s investment advisor may not
produce the intended results.
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Adjustments to the Fund or the underlying index could adversely affect the value of the Trigger PLUS. BlackRock Fund
Advisors, as the investment advisor of the Fund (the "investment advisor"), and MSCI, as the sponsor of the underlying index (the "index sponsor"), may add, delete or substitute the shares held by the Fund or the securities constituting the
underlying index, as applicable, or make other methodological changes. In addition, the investment advisor or the index sponsor may discontinue or suspend maintenance of the Fund or the underlying index, as applicable, at any time. Any of
these actions could affect the value of and the return on the Trigger PLUS.
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There is no affiliation between the investment advisor or the index sponsor and RBCCM, and RBCCM is not responsible for any disclosure by the investment advisor
or the index sponsor. We are not affiliated with the investment adviser of the Fund or the index sponsor of its underlying index. However, we and our affiliates may currently, or from time to time
in the future, engage in business with these entities. Nevertheless, neither we nor our affiliates assume any responsibilities for the accuracy or the completeness of any information that any other entity prepares. You, as an investor in
the Trigger PLUS, should make your own investigation into the Fund and the companies in which it invests. None of these companies are involved in this offering, and have no obligation of any sort with respect to your Trigger PLUS. These
companies have no obligation to take your interests into consideration for any reason, including when taking any corporate actions that might affect the value of your Trigger PLUS.
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The Trigger PLUS are subject to risks associated with foreign securities markets, and emerging markets in particular.
The Fund holds, among other stocks, certain foreign equity securities from emerging markets. You should be aware that investments in securities linked to the value of these foreign equity securities involve particular risks. The foreign
securities markets comprising this Fund may have less liquidity and may be more volatile than U.S. or other securities markets and market developments may affect foreign markets differently from U.S. or other securities markets. Direct or
indirect government intervention to stabilize these foreign securities markets, as well as cross-
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![]() |
Dual Directional Trigger PLUS Based on the Performance of the iShares® MSCI Emerging Markets ETF
due December 12, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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◾ |
The Trigger PLUS are subject to currency exchange rate risk. The value of the Fund will fluctuate based in large part
upon its net asset value, which will in turn depend in part upon changes in the value of the applicable currencies in which the non-U.S. stocks in which it invests are traded. An investor’s net exposure will depend on the extent to which
these currencies strengthen or weaken against the U.S. dollar. If the dollar strengthens against these currencies, the net asset value and the value of this Fund and the market value of, and amount payable on, the Trigger PLUS will be
adversely affected.
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Governmental regulatory actions, such as sanctions, could adversely affect your investment in the Trigger PLUS. Governmental regulatory actions, including, without
limitation, sanctions-related actions by the U.S. or a foreign government, could prohibit or otherwise restrict persons from holding the Trigger PLUS or securities held by the Fund, or engaging in transactions in them, and any such action
could adversely affect the value of the Fund. These regulatory actions could result in changes in the holdings of the Fund or restrictions on the Trigger PLUS, and could result in the loss of a significant portion of your initial investment
in the Trigger PLUS, including if you are forced to divest the Trigger PLUS due to the government mandates, especially if such divestment must be made at a time when the value of the Trigger PLUS has
declined.
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The performance of the Fund may not correlate with the net asset value per share of the Fund, especially during periods of market volatility. Because the shares of the Fund are traded on a securities exchange and are subject to market supply and investor demand, the market price of one share of the Fund may differ from its net asset value per share;
shares of the Fund may trade at, above, or below its net asset value per share.
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Historical prices of the Fund should not be taken as an indication of the future prices of the Fund during the term of the Trigger PLUS. The trading prices of the common stocks held by the Fund will determine the price of the underlying shares at any given time. As a result, it is impossible to predict whether the price of the Fund will rise or
fall. Trading prices of the common stocks held by the Fund will be influenced by complex and interrelated political, economic, financial and other factors that can affect the issuers of those stocks held by the Fund.
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![]() |
Dual Directional Trigger PLUS Based on the Performance of the iShares® MSCI Emerging Markets ETF
due December 12, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
◾ |
Hedging and trading activity by us and our subsidiaries could potentially adversely affect the value of the Trigger PLUS. One or more of our subsidiaries and/or third party dealers expect to carry out hedging activities related to the Trigger PLUS (and possibly to other instruments linked to the Fund or its component securities), including trading in
those securities as well as in other related instruments. Some of our subsidiaries also trade those securities and other financial instruments related to the Fund on a regular basis as part of their general broker-dealer and other
businesses. Any of these hedging or trading activities on or prior to the pricing date could potentially affect the initial share price and, therefore, could increase the price at or above which the underlying shares must close on the
valuation date so that investors do not suffer a loss on their initial investment in the Trigger PLUS. Additionally, such hedging or trading activities during the term of the Trigger PLUS, including on the valuation date, could adversely
affect the closing price of the underlying shares on the valuation date and, accordingly, the amount of cash an investor will receive at maturity, if any.
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Our business activities may create conflicts of interest. We and our affiliates may engage in trading activities
related to the underlying shares or the securities held by the Fund that are not for the account of holders of the Trigger PLUS or on their behalf. These trading activities may present a conflict between the holders’ interest in the Trigger
PLUS and the interests we and our affiliates will have in proprietary accounts, in facilitating transactions, including options and other derivatives transactions, for our customers and in accounts under our management. These trading
activities could be adverse to the interests of the holders of the Trigger PLUS.
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The calculation agent, which is a subsidiary of the issuer, will make determinations with respect to the Trigger PLUS, which may create a conflict of interest. Our wholly owned subsidiary, RBCCM, will serve as the calculation agent. As calculation agent, RBCCM will determine the initial share price, the trigger price, the final share price and the fund return, and
will calculate the amount of cash, if any, you will receive at maturity. Moreover, certain determinations made by RBCCM, in its capacity as calculation agent, may require it to exercise discretion and make subjective judgments, such as with
respect to the occurrence or non-occurrence of market disruption events and the selection of a successor fund or the calculation of the final share price in the event of a market disruption event or discontinuance of the Fund. These
potentially subjective determinations may adversely affect the payout to you at maturity, if any. For further information regarding these types of determinations see “Additional Terms of the Trigger PLUS” below.
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The antidilution adjustments that the calculation agent is required to make do not cover every event that could affect the underlying shares. RBCCM, as calculation agent, will adjust the amount payable at maturity for certain events affecting the underlying shares. However, the calculation agent will not make an adjustment for every event that could
affect the underlying shares. If an event occurs that does not require the calculation agent to adjust the amount payable at maturity, the market price of the Trigger PLUS may be materially and adversely affected.
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![]() |
Dual Directional Trigger PLUS Based on the Performance of the iShares® MSCI Emerging Markets ETF
due December 12, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
Additional Provisions
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Adjustment factor:
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1.0, subject to adjustment. If the underlying shares are subject to a stock split or reverse stock split, then once such split has become effective, the adjustment factor will be adjusted to
equal the product of the prior adjustment factor and the number of shares issued in such stock split or reverse stock split with respect to one underlying share. No such adjustment to the adjustment factor will be required unless such
adjustment would require a change of at least 0.1% in the amount being adjusted as then in effect. Any number so adjusted will be rounded to the nearest one hundred-thousandth with five one-millionths being rounded upward.
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Closing price of the
underlying shares:
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The closing price for one share of the underlying shares (or one unit of any other security for which a closing price must be determined) on any trading day means:
• if the underlying shares (or any such other security) are
listed or admitted to trading on a national securities exchange, the last reported sale price, regular way, of the principal trading session on such day on the principal U.S. securities exchange registered under the Exchange Act on which the
underlying shares (or any such other security) are listed or admitted to trading, or
• if the underlying shares (or any such other security) are not
listed or admitted to trading on any national securities exchange but are included in the OTC Bulletin Board Service (the OTC Bulletin Board) operated by the Financial Industry Regulatory Authority (FINRA), the last reported sale price of the
principal trading session on the OTC Bulletin Board on such day.
If the underlying shares (or any such other security) are listed or admitted to trading on any national securities exchange but the last reported sale price, as applicable, is not available
pursuant to the preceding sentence, then the closing price for one share of the underlying shares (or one unit of any such other security) on any trading day will mean the last reported sale price of the principal trading session on the
over-the-counter market or the OTC Bulletin Board on such day.
If the last reported sale price for the underlying shares (or any such other security) is not available pursuant to either of the two preceding sentences, then the closing price for any trading
day will be the mean, as determined by the calculation agent, of the firm bid prices for the underlying shares (or any such other security) obtained from as many recognized dealers in such security, but not exceeding three, as will make such
bid prices available to the calculation agent. Bids of the Issuer or any of its affiliates may be included in the calculation of such mean, but only to the extent that any such bid is the highest of the bids obtained. The term “OTC Bulletin
Board” will include any successor service thereto.
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Postponement of the
valuation date:
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If the valuation date occurs on a day that is not a trading day or on a day on which the calculation agent has determined that a market disruption event (as defined below) has occurred or is
continuing, then the valuation date will be postponed until the next succeeding trading day on which the calculation agent determines that a market disruption event does not occur or is not continuing; provided that in no event will the
valuation date be postponed by more than five trading days. If the valuation date is postponed by five trading days, and a market disruption event occurs or is continuing on that fifth trading day, then the closing price of the underlying
shares will nevertheless be determined by the calculation agent on that day in such manner as it determines to be commercially reasonable. If the valuation date is postponed, then the maturity date will be postponed by an equal number of
business days. No interest shall accrue or be payable as a result of such postponement.
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Market disruption events:
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A market disruption event, as determined by the calculation agent in its sole discretion, means the occurrence or existence of any of the following events:
• a suspension, absence or material limitation of trading in the
underlying shares on their primary market for more than two hours of trading or during the one-half hour before the close of trading in that market, as determined by the calculation agent in its sole discretion;
• a suspension, absence or material limitation of trading in
option or futures contracts relating to the underlying shares, if available, in the primary market for those contracts for more than two hours of trading or during the one-half hour before the close of trading in that market, as determined by
the calculation agent in its sole discretion;
• the underlying shares do not trade on the NYSE Arca, the Nasdaq
Global Market or what was the primary market for the underlying shares, as determined by the calculation agent in its sole discretion; or
• any other event, if the calculation agent determines in its sole discretion that the event materially
interferes with our ability or the ability of any of our affiliates or hedge counterparties to unwind all or a material portion of a hedge with respect to the Trigger PLUS that such party
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Dual Directional Trigger PLUS Based on the Performance of the iShares® MSCI Emerging Markets ETF
due December 12, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
or its respective hedge counterparties have effected or may effect as described below under “Use of Proceeds and Hedging.”
The following events will not be market disruption events:
• a limitation on the hours or number of days of trading in the
underlying shares on their primary market, but only if the limitation results from an announced change in the regular business hours of the relevant market; and
• a decision to permanently discontinue trading in the option
or futures contracts relating to the underlying shares.
For this purpose, a “suspension, absence or material limitation of trading” in the primary securities market on which option or futures contracts relating to the underlying shares, if
available, are traded will not include any time when that market is itself closed for trading under ordinary circumstances. In contrast, a suspension or limitation of trading in option or futures contracts relating to the underlying shares,
if available, in the primary market for those contracts, by reason of any of:
• a price change exceeding limits set by that market;
• an imbalance of orders relating to those contracts; or
• a disparity in bid and asked quotes relating to those
contracts;
will constitute a suspension or material limitation of trading in option or futures contracts, as the case may be, relating to the underlying shares in the primary market for those contracts.
|
|||
Discontinuation of the
Fund:
|
If the Fund's sponsor discontinues operation of the Fund (including, for purposes of this section, a delisting of the Fund from a national securities exchange) and that sponsor or another
entity establishes or designates a successor or substitute fund that the calculation agent determines, in its sole discretion, to be comparable to the Fund (the successor fund), then the calculation agent will substitute the successor fund
for the Fund and determine the closing price of the underlying shares on the valuation date as described above under “—Closing price of the underlying shares.”
If the Fund's sponsor discontinues operation of the Fund as contemplated by this section and:
• the calculation agent does not select a successor fund, or
• the successor fund is no longer traded or listed on any of
the relevant trading days,
the calculation agent may compute a substitute price for the underlying shares in accordance with the procedures last used to calculate the price of the underlying shares before any
discontinuation but using only those securities that were held by the applicable fund prior to such discontinuation. If a successor fund is selected or the calculation agent calculates a price as a substitute for the underlying shares as
described below, the successor fund or price will be used as a substitute for the underlying shares for all purposes going forward, including for purposes of determining whether a market disruption event exists, even if the Fund's sponsor
elects to re-establish the Fund, unless the calculation agent in its sole discretion decides to use the re-established Fund.
If the Fund's sponsor discontinues operation of the Fund before the valuation date and the calculation agent determines that no successor fund is available at that time, then on each trading
day until the earlier to occur of:
• the determination of the final share price, or
• a determination by the calculation agent that a successor
fund is available,
the calculation agent may determine the price that would be used in computing the closing price of the underlying shares as described in the preceding paragraph as if that day were a trading
day. The calculation agent will cause notice of each price to be published not less often than once each month in The Wall Street Journal, another newspaper of general circulation or a website or
webpage available to holders of the Trigger PLUS, and arrange for information with respect to these prices to be made available by telephone.
Notwithstanding these alternative arrangements, discontinuation of the operation of the Fund would be expected to adversely affect the value of, liquidity of and trading in the Trigger PLUS.
In lieu of the forgoing, if the underlying shares cease to trade on a national securities exchange, on the OTC Bulletin Board or in the over-the-counter market, or if the operation of the Fund
is discontinued, the calculation agent may elect to accelerate the Trigger PLUS to a payment date determined by the calculation agent (the "acceleration date"), and the payment to you on the acceleration date will be equal to the fair
market value of the Trigger PLUS, as determined by the calculation agent in its sole discretion based on its internal models, which will take into account the reasonable costs incurred by us or any of our affiliates in unwinding any related
hedging arrangements.
In the event that any corporate or other event affecting the Fund other than a delisting or withdrawal from the relevant exchange occurs that is not described herein, the calculation agent
will determine
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![]() |
Dual Directional Trigger PLUS Based on the Performance of the iShares® MSCI Emerging Markets ETF
due December 12, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
whether and to what extent the adjustment factor should be adjusted, or if the closing price of the Fund should be adjusted in any way.
|
|||
Business day:
|
A business day means a Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in The City of New York generally are authorized or obligated by law,
regulation or executive order to close.
|
||
Trading day:
|
A trading day means any day on which the exchange and each related exchange are scheduled to be open for their respective regular trading sessions.
The exchange means the primary organized exchange or quotation system for trading the underlying shares, any successor to such exchange or quotation
system or any substitute exchange or quotation system to which trading in such shares has temporarily relocated (provided that the calculation agent has determined that there is comparable liquidity relative to such shares on such temporary
substitute exchange or quotation system as on the original exchange).
A related exchange means each exchange or quotation system on which futures or options contracts relating to the underlying shares are traded, any
successor to such exchange or quotation system or any substitute exchange or quotation system to which trading in the futures or options contracts relating to the underlying shares has temporarily relocated (provided that the calculation
agent has determined that there is comparable liquidity relative to the futures or options contracts relating to the underlying shares on that temporary substitute exchange or quotation system as on the original related exchange).
|
||
Events of default and
acceleration:
|
If the maturity of the Trigger PLUS is accelerated upon an event of default under the Indenture, the amount payable upon acceleration will be determined by the calculation agent. Such amount
will be calculated as if the date of declaration of acceleration were the valuation date.
|
||
Minimum ticketing size:
|
$1,000 / 100 Trigger PLUS
|
||
Additional amounts:
|
We will pay any amounts to be paid by us on the Trigger PLUS without deduction or withholding for, or on account of, any and all present or future income, stamp and other taxes, levies,
imposts, duties, charges, fees, deductions or withholdings (“taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of Canada or any Canadian political subdivision or authority that has the power to tax,
unless the deduction or withholding is required by law or by the interpretation or administration thereof by the relevant governmental authority. At any time a Canadian taxing jurisdiction requires us to deduct or withhold for or on account
of taxes from any payment made under or in respect of the Trigger PLUS, we will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amounts received by each holder (including Additional Amounts), after
such deduction or withholding, shall not be less than the amount the holder would have received had no such deduction or withholding been required.
However, no Additional Amounts will be payable with respect to a payment made to a holder of a Trigger PLUS or of a right to receive payments in respect thereto (a “Payment Recipient”), which
we refer to as an “Excluded Holder,” in respect of any taxes imposed because the beneficial owner or Payment Recipient:
(i) with whom we do not deal at arm’s length
(within the meaning of the Income Tax Act (Canada)) at the time of making such payment;
(ii) who is subject to such taxes by reason of its
being connected presently or formerly with Canada or any province or territory thereof otherwise than by reason of the holder’s activity in connection with purchasing the Trigger PLUS, the holding of Trigger PLUS or the receipt of payments
thereunder;
(iii) who is, or who does not deal at arm’s length
with a person who is, a “specified shareholder” (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of Royal Bank of Canada (generally a person will be a “specified shareholder” for this purpose if that person, either
alone or together with persons with whom the person does not deal at arm’s length, owns 25% or more of (a) our voting shares, or (b) the fair market value of all of our issued and outstanding shares) or is a "specified entity" (as defined
in proposed subsection 18.4(1) of the Income Tax Act (Canada) contained in proposals to amend such Act released on April 29, 2022 (the "April 2022 Proposal")) in respect of Royal Bank of Canada;
(iv) who presents such security for payment (where
presentation is required) more than 30 days after the relevant date (except to the extent that the holder thereof would have been entitled to such Additional Amounts on presenting a security for payment on the last day of such 30 day
period); for this purpose, the “relevant date” in relation to any payments on any security means:
a. the due date for payment thereof, or
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![]() |
Dual Directional Trigger PLUS Based on the Performance of the iShares® MSCI Emerging Markets ETF
due December 12, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
b. if the full amount of the monies payable on such date has not
been received by the trustee on or prior to such due date, the date on which the full amount of such monies has been received and notice to that effect is given to holders of the Trigger PLUS in accordance with the Indenture;
(v) who could lawfully avoid (but has not so avoided)
such withholding or deduction by complying, or requiring that any agent comply with, any statutory requirements necessary to establish qualification for an exemption from withholding or by making, or requiring that any agent make, a
declaration of non-residence or other similar claim for exemption to any relevant tax authority; or
(vi) who is subject to deduction or withholding on
account of any tax, assessment, or other governmental charge that is imposed or withheld by reason of the application of Section 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended (the “Code”) (or any successor
provisions), any regulation, pronouncement, or agreement thereunder, official interpretations thereof, or any law implementing an intergovernmental approach thereto, whether currently in effect or as published and amended from time to time.
For the avoidance of doubt, we will not have any obligation to pay any holders Additional Amounts on any tax which is payable otherwise than by deduction or withholding from payments made
under or in respect of the Trigger PLUS.
We will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. We will furnish to the trustee,
within 30 days after the date the payment of any Canadian taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made or other evidence of such payment satisfactory to the trustee. We
will indemnify and hold harmless each holder of the Trigger PLUS (other than an Excluded Holder) and upon written request reimburse each such holder for the amount of (x) any Canadian taxes so levied or imposed and paid by such holder as a
result of payments made under or with respect to the Trigger PLUS, and (y) any Canadian taxes levied or imposed and paid by such holder with respect to any reimbursement under (x) above, but excluding any such Canadian taxes on such
holder’s net income or capital.
For additional information, see the section entitled “Tax Consequences—Canadian Taxation” in the accompanying prospectus.
|
|||
Form of the Trigger PLUS:
|
Book-entry
|
||
Trustee:
|
The Bank of New York Mellon
|
||
Calculation agent:
|
RBCCM. The calculation agent will make all determinations regarding the Trigger PLUS. Absent manifest error, all determinations of the calculation agent will be final and binding on you and
us, without any liability on the part of the calculation agent. You will not be entitled to any compensation from us for any loss suffered as a result of any of the above determinations or confirmations by the calculation agent.
|
||
Employee Retirement
Income Security Act:
|
If you are an insurance company or the fiduciary of a pension plan or an employee benefit plan (including a governmental plan, an IRA or a Keogh Plan) proposing to invest in the Trigger PLUS,
please review the section of the accompanying prospectus “Benefit Plan Investor Considerations”. If you are an insurance company or the fiduciary of a pension plan or an employee benefit plan, and propose to invest in the Trigger PLUS, you
should consult your legal counsel.
|
|
![]() |
Dual Directional Trigger PLUS Based on the Performance of the iShares® MSCI Emerging Markets ETF
due December 12, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
• |
defining the equity universe;
|
• |
determining the market investable equity universe for each market;
|
• |
determining market capitalization size segments for each market;
|
• |
applying index continuity rules for the MSCI Standard Index;
|
• |
creating style segments within each size segment within each market; and
|
|
![]() |
Dual Directional Trigger PLUS Based on the Performance of the iShares® MSCI Emerging Markets ETF
due December 12, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
• |
classifying securities under the Global Industry Classification Standard (the “GICS”).
|
• |
Identifying Eligible Equity Securities: the equity universe initially looks at securities listed in any of the countries in the MSCI Global Index Series, which will be classified as either Developed Markets (“DM”)
or Emerging Markets (“EM”). All listed equity securities, including Real Estate Investment Trusts and certain income trusts in Canada, are eligible for inclusion in the equity universe. Conversely, mutual funds, ETFs, equity derivatives, and
most investment trusts, are not eligible for inclusion, are eligible for inclusion in the equity universe. Conversely, mutual funds, ETFs, equity derivatives, and most investment trusts, are not.
|
• |
Classifying Eligible Securities into the Appropriate Country: each company and its securities (i.e., share classes) are classified in only one country.
|
• |
The security is classified in a country that meets the Foreign Listing Materiality Requirement, and
|
• |
The security’s foreign listing is traded on an eligible stock exchange of: a DM country if the security is classified in a DM country, a DM or an EM country if the security is classified in an EM country, or a DM
or an EM or a FM country if the security is classified in a FM country. Securities in that country may not be represented by a foreign listing in the global investable equity universe if a country does not meet the requirement.
|
• |
Equity Universe Minimum Size Requirement: this investability screen is applied at the company level. In order to be included in a market investable equity universe, a
company must have the required minimum full market capitalization.
|
• |
Equity Universe Minimum Free Float−Adjusted Market Capitalization Requirement: this investability screen is applied at the individual security level. To be eligible for
inclusion in a market investable equity universe, a security must have a free float−adjusted market capitalization equal to or higher than 50% of the equity universe minimum size requirement.
|
• |
DM and EM Minimum Liquidity Requirement: this investability screen is applied at the individual security level. To be eligible for inclusion in a market investable equity
universe, a security must have adequate liquidity. The twelve-month and three-month Annual Traded Value Ratio (“ATVR”), a measure that screens out extreme daily trading volumes and takes into account the free float−adjusted market
capitalization size of securities, together with the three-month frequency of trading are used to measure liquidity. A minimum liquidity level of 20% of three- and twelve-month ATVR and 90% of three-month frequency of trading over the last
four consecutive quarters are required for inclusion of a security in a market investable equity universe of a DM, and a minimum liquidity level of 15% of three- and twelve-month ATVR and 80% of three-month frequency of trading over the last
four consecutive quarters are required for inclusion of a security in a market investable equity universe of an EM.
|
• |
Global Minimum Foreign Inclusion Factor Requirement: this investability screen is applied at the individual security level. To be eligible for inclusion in a market
investable equity universe, a security’s Foreign Inclusion Factor (“FIF”) must reach a certain threshold. The FIF of a security is defined as the proportion of shares outstanding that is available for purchase in the public equity markets by
international investors. This proportion accounts for the available free float of and/or the foreign ownership limits applicable to a specific security (or company). In general, a security must have an FIF equal to or larger than 0.15 to be
eligible for inclusion in a market investable equity universe.
|
• |
Minimum Length of Trading Requirement: this investability screen is applied at the individual security level. For an initial public offering (“IPO”) to be eligible for
inclusion in a market investable equity universe, the new issue must have started trading at least three months before the implementation of a semi−annual index review (as described below). This requirement is applicable to small new issues
in all markets. Large IPOs are not subject to the minimum length of trading requirement and may be included in a market investable equity universe and the Standard Index outside of a Quarterly or Semi−Annual Index Review.
|
|
![]() |
Dual Directional Trigger PLUS Based on the Performance of the iShares® MSCI Emerging Markets ETF
due December 12, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
• |
Minimum Foreign Room Requirement: this investability screen is applied at the individual security level. For a security that is subject to a foreign ownership limit to be
eligible for inclusion in a market investable equity universe, the proportion of shares still available to foreign investors relative to the maximum allowed (referred to as “foreign room”) must be at least 15%.
|
• |
Investable Market Index (Large + Mid + Small);
|
• |
Standard Index (Large + Mid);
|
• |
Large Cap Index;
|
• |
Mid Cap Index; or
|
• |
Small Cap Index.
|
• |
defining the market coverage target range for each size segment;
|
• |
determining the global minimum size range for each size segment;
|
• |
determining the market size−segment cutoffs and associated segment number of companies;
|
• |
assigning companies to the size segments; and
|
• |
applying final size−segment investability requirements.
|
(i) |
Semi−Annual Index Reviews (“SAIRs”) in May and November of the Size Segment and Global Value and Growth Indices which include:
|
• |
updating the indices on the basis of a fully refreshed equity universe;
|
• |
taking buffer rules into consideration for migration of securities across size and style segments; and
|
• |
updating FIFs and Number of Shares (“NOS”).
|
(ii) |
Quarterly Index Reviews (“QIRs”) in February and August of the Size Segment Indices aimed at:
|
• |
including significant new eligible securities (such as IPOs that were not eligible for earlier inclusion) in the index;
|
• |
allowing for significant moves of companies within the Size Segment Indices, using wider buffers than in the SAIR; and
|
• |
reflecting the impact of significant market events on FIFs and updating NOS.
|
(iii) |
Ongoing Event−Related Changes: changes of this type are generally implemented in the indices as they occur. Significantly large IPOs are included in the indices after the close of the company’s tenth day of
trading.
|
|
![]() |
Dual Directional Trigger PLUS Based on the Performance of the iShares® MSCI Emerging Markets ETF
due December 12, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
Bloomberg Ticker Symbol:
|
EEM
|
52 Weeks Ago:
|
$48.89
|
||||
Current Price:
|
$38.41
|
52 Week High (on 1/12/2022):
|
$50.85
|
||||
52 Week Low (on
10/24/2022):
|
$33.93
|
iShares® MSCI Emerging Markets ETF
|
High($)
|
Low($)
|
2017
|
||
First Quarter
|
39.99
|
35.43
|
Second Quarter
|
41.93
|
38.81
|
Third Quarter
|
45.85
|
41.05
|
Fourth Quarter
|
47.81
|
44.82
|
2018
|
||
First Quarter
|
52.08
|
45.69
|
Second Quarter
|
48.14
|
42.33
|
Third Quarter
|
45.03
|
41.14
|
Fourth Quarter
|
42.93
|
38.00
|
2019
|
||
First Quarter
|
43.71
|
38.45
|
Second Quarter
|
44.59
|
39.91
|
Third Quarter
|
43.42
|
38.74
|
Fourth Quarter
|
45.07
|
40.27
|
2020
|
||
First Quarter
|
46.30
|
30.61
|
Second Quarter
|
41.19
|
32.67
|
Third Quarter
|
45.55
|
40.44
|
Fourth Quarter
|
51.70
|
43.99
|
2021
|
||
First Quarter
|
57.96
|
51.68
|
Second Quarter
|
56.09
|
52.01
|
Third Quarter
|
54.84
|
49.50
|
Fourth Quarter
|
52.50
|
47.44
|
2022
|
||
First Quarter
|
50.85
|
41.54
|
Second Quarter
|
46.71
|
39.40
|
Third Quarter
|
41.05
|
34.88
|
Fourth Quarter (through November 29, 2022)
|
38.80
|
33.93
|
|
![]() |
Dual Directional Trigger PLUS Based on the Performance of the iShares® MSCI Emerging Markets ETF
due December 12, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
iShares® MSCI Emerging Markets ETF – Historical Closing Prices
January 1, 2017 to November 29, 2022
|
|
![]() |
Dual Directional Trigger PLUS Based on the Performance of the iShares® MSCI Emerging Markets ETF
due December 12, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
|
![]() |
Dual Directional Trigger PLUS Based on the Performance of the iShares® MSCI Emerging Markets ETF
due December 12, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
|
![]() |
Dual Directional Trigger PLUS Based on the Performance of the iShares® MSCI Emerging Markets ETF
due December 12, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
|
![]() |
Dual Directional Trigger PLUS Based on the Performance of the iShares® MSCI Emerging Markets ETF
due December 12, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
|
![]() |
Dual Directional Trigger PLUS Based on the Performance of the iShares® MSCI Emerging Markets ETF
due December 12, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
December 2022
|
Page 25
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