The information in this preliminary pricing supplement
is not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.
Registration Statement No. 333-275898
Filed Pursuant to Rule 424(b)(2)
Subject to Completion. Dated December
20, 2024.
Pricing Supplement to the Prospectus
dated December 20, 2023, the Series
J Prospectus Supplement dated December 20, 2023, the Underlying
Supplement No. 1A dated May 16, 2024 and the Product
Supplement No. 1A dated May 16, 2024
 |
Royal Bank of Canada
$
Capped Leveraged Buffered Basket-Linked Notes, due
|
The notes will not bear interest. The amount
that you will be paid on your notes on the stated maturity date (expected to be the second scheduled business day after the determination
date) is based on the performance of a weighted basket (the “basket”) comprised of the EURO STOXX 50® Index
(38.00% weighting), the TOPIX® Index (26.00% weighting), the FTSE® 100 Index (17.00% weighting), the Swiss
Market Index (11.00% weighting) and the S&P®/ASX 200 Index (8.00% weighting) (each a “basket underlier”)
as measured from the trade date to and including the determination date (expected to be between 20 and 23 months after the trade date).
The initial basket level is 100, and the final basket level will equal the sum of the following, calculated for each basket underlier:
(i) the final underlier level for that basket underlier divided by the initial underlier level for that basket underlier (set on
the trade date and expected to be the closing level of that basket underlier on the trade date) times (ii) the initial weighted
value of that basket underlier. If the final basket level on the determination date is greater than the initial basket level, the return
on your notes will be positive, subject to the maximum settlement amount (expected to be between $1,243.11 and $1,285.89 for each $1,000
principal amount of notes). If the final basket level is less than the initial basket level but greater than or equal to the buffer
level of 87.50% of the initial basket level, you will receive the principal amount of your notes. If the final basket level is less than
the buffer level, the return on your notes will be negative. You could lose your entire investment in the notes.
To determine your payment at maturity, we will
calculate the basket return, which is the percentage increase or decrease in the final basket level from the initial basket level. On
the stated maturity date, for each $1,000 principal amount of notes, you will receive an amount in cash equal to:
| · | if the basket return is positive (the final basket level is greater than the initial basket level), the sum of
(i) $1,000 plus (ii) the product of (a) $1,000 times (b) the upside participation rate of 230% times (c) the
basket return, subject to the maximum settlement amount; |
| · | if the basket return is zero or negative but not below -12.50% (the final basket
level is equal to or less than the initial basket level but not by more than 12.50%), $1,000; or |
| · | if the basket return is negative and is below -12.50% (the final basket level is less
than 87.50% of the initial basket level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times
(b) approximately 1.1429 times (c) the sum of the basket return plus 12.50%. This amount will be less than
$1,000 and could be zero. |
The foregoing is only a brief summary of the terms
of your notes. You should read the additional disclosure provided in this pricing supplement so that you may better understand the terms
and risks of your investment.
The initial estimated value of the notes determined
by us as of the trade date, which we refer to as the initial estimated value, is expected to be between $961.90 and $991.90 per $1,000
principal amount of notes and will be less than the original issue price. The final pricing supplement relating to the notes will set
forth the initial estimated value. The market value of the notes at any time will reflect many factors, cannot be predicted with accuracy
and may be less than this amount. We describe the determination of the initial estimated value in more detail below.
Declines in one basket underlier may offset
increases in the other basket underliers. Due to the unequal weighting of each basket underlier, the performances of the EURO STOXX 50®
Index and the TOPIX® Index will have a significantly larger impact on your return on the notes than the performance of
the FTSE® 100 Index, the Swiss Market Index or the S&P®/ASX 200 Index.
Your investment in the notes involves certain risks,
including, among other things, our credit risk. See the section “Selected Risk Factors” beginning on page PS-11 of this pricing
supplement.
| Original issue date: |
, 2024 |
Original issue price: |
100.00% of the principal amount |
| Underwriting discount: |
0.00% of the principal amount |
Net proceeds to the issuer: |
100.00% of the principal amount |
See “Supplemental Plan of Distribution (Conflicts
of Interest)” on page PS-18 of this pricing supplement.
The original issue price, underwriting discount
and net proceeds to the issuer listed above relate to the notes we sell initially. We may decide to sell additional notes after the date
of this pricing supplement, at issue prices and with underwriting discounts and net proceeds that differ from the amounts set forth above.
The return (whether positive or negative) on your investment in the notes will depend in part on the issue price you pay for such notes.
None of the Securities and Exchange Commission
(the “SEC”), any state securities commission or any other regulatory body has approved or disapproved of the notes or passed
upon the adequacy or accuracy of this pricing supplement. Any representation to the contrary is a criminal offense. The notes will not
constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other Canadian
or U.S. governmental agency or instrumentality. The notes are not bail-inable notes and are not subject to conversion into our common
shares under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act.
RBC Capital Markets, LLC
Pricing Supplement dated December
, 2024
SUMMARY INFORMATION
|
You should read this pricing supplement together
with the prospectus dated December 20, 2023, as supplemented by the prospectus supplement dated December 20, 2023, relating to our Senior
Global Medium-Term Notes, Series J, of which the notes are a part, the underlying supplement no. 1A dated May 16, 2024 and the product
supplement no. 1A dated May 16, 2024. This pricing supplement, together with these documents, contains the terms of the notes and supersedes
all other prior or contemporaneous oral statements as well as any other written materials, including preliminary or indicative pricing
terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials
of ours.
We have not authorized anyone to provide any information
or to make any representations other than those contained or incorporated by reference in this pricing supplement and the documents listed
below. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give
you. These documents are an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is
lawful to do so. The information contained in each such document is current only as of its date.
If the information in this pricing supplement differs
from the information contained in the documents listed below, you should rely on the information in this pricing supplement.
You should carefully consider, among other things,
the matters set forth in “Selected Risk Factors” in this document and “Risk Factors” in the documents listed below,
as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting
and other advisers before you invest in the notes.
You may access these documents on the SEC website
at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
·
Prospectus
dated December 20, 2023:
https://www.sec.gov/Archives/edgar/data/1000275/000119312523299520/d645671d424b3.htm
·
Prospectus
Supplement dated December 20, 2023:
https://www.sec.gov/Archives/edgar/data/1000275/000119312523299523/d638227d424b3.htm
·
Underlying
Supplement No. 1A dated May 16, 2024:
https://www.sec.gov/Archives/edgar/data/1000275/000095010324006773/dp211259_424b2-us1a.htm
·
Product
Supplement No. 1A dated May 16, 2024:
https://www.sec.gov/Archives/edgar/data/1000275/000095010324006777/dp211286_424b2-ps1a.htm
Our Central Index Key, or CIK, on the SEC website
is 1000275.
We refer to the notes we are offering by this pricing
supplement as the “notes.” Each of the notes, including your notes, has the terms described below. As used in this pricing
supplement, references to “Royal Bank of Canada,” the “Bank,” “we,” “our” and “us”
mean only Royal Bank of Canada and all references to “$” or “dollar” are to U.S. dollars.
|
Key Terms
Issuer: Royal Bank of Canada
Basket underliers: the EURO STOXX 50®
Index (Bloomberg symbol “SX5E Index”), as published by STOXX Limited; the TOPIX® Index (Bloomberg symbol “TPX
Index”), as published by JPX Market Innovation & Research, Inc.; the FTSE® 100 Index (Bloomberg symbol “UKX
Index”), as published by FTSE Russell; the Swiss Market Index (Bloomberg symbol “SMI Index”), as published by SIX Group
Ltd.; and the S&P®/ASX 200 Index (Bloomberg symbol “AS51 Index”), as published by S&P Dow Jones Indices
LLC (each of STOXX Limited, JPX Market Innovation & Research, Inc., FTSE Russell, SIX Group Ltd. and S&P Dow Jones Indices LLC,
a “basket underlier sponsor”). See “The Basket and the Basket Underliers” on page PS-15.
Specified currency: U.S. dollars (“$”)
Denominations: $1,000 and integral multiples
of $1,000 in excess of $1,000. The notes may be transferred only in amounts of $1,000 and increments of $1,000 thereafter.
Principal amount: each note will have a
principal amount of $1,000; $ in the aggregate for
all the notes; the aggregate principal amount of the notes may be increased if the issuer, at its sole option, decides to sell an additional
amount of the notes on a date subsequent to the date of this pricing supplement.
Purchase at amount other than principal amount:
the amount we will pay you at the stated maturity date for your notes will not be adjusted based on the issue price you pay for your notes,
so if you acquire notes at a premium (or discount) to principal amount and hold them to the stated maturity date, it could affect your
investment in a number of ways. The return on your
investment in such notes will be lower (or higher) than it would have been had you purchased the notes at a price equal to the principal
amount. Also, the buffer level would not offer the same measure of protection to your investment as would be the case if you had purchased
the notes at the principal amount. Additionally, the maximum settlement amount would correspond to a lower (or higher) percentage return
than indicated below, relative to your initial investment. See “Selected Risk Factors—Risks Relating to the Terms of the Notes—If
the Original Issue Price for Your Notes Represents a Premium to the Principal Amount, the Return on Your Notes Will Be Lower Than the
Return on Notes for Which the Original Issue Price Is Equal to the Principal Amount or Represents a Discount to the Principal Amount”
on page PS-12 of this pricing supplement.
Cash settlement amount (on the stated maturity
date): for each $1,000 principal amount of notes, we will pay you on the stated maturity date an amount in cash equal to:
| · | if the final basket level is greater than or equal to the cap level, the maximum settlement
amount; |
| · | if the final basket level is greater than the initial basket level but less than the cap level, the sum of (i)
$1,000 plus (ii) the product of (a) $1,000 times (b) the upside participation rate times (c) the basket return; |
| · | if the final basket level is equal to or less than the initial basket level but greater
than or equal to the buffer level, $1,000; or |
| · | if the final basket level is less than the buffer level, the sum of (i) $1,000 plus
(ii) the product of (a) $1,000 times (b) the buffer rate times (c) the sum of the basket return plus
the buffer amount. In this case, the cash settlement amount will be less than the principal amount of the notes, and you will lose
some or all of the principal amount. |
Initial basket level: 100.00
Initial weighted value: for each basket
underlier, the product of the initial weight of that basket underlier, as shown in the table below, times the initial basket level
| Basket Underlier |
Initial Weight in Basket |
Initial Underlier level |
| EURO STOXX 50® Index |
38.00% |
|
| TOPIX® Index |
26.00% |
|
| FTSE® 100 Index |
17.00% |
|
| Swiss Market Index |
11.00% |
|
| S&P®/ASX 200 Index |
8.00% |
|
Initial underlier level (to be set on the trade
date): for each basket underlier, the closing level of that basket underlier on the trade date
Final underlier level: for each basket underlier,
the closing level of that basket underlier on the determination date, except in the limited circumstances described under “General
Terms of the Notes—Postponement of a Determination Date” on page PS-34 of the accompanying product supplement and subject
to adjustment as provided under “General Terms of the Notes—Indices—Discontinuation of, or Adjustments to, an Index”
on page PS-33 of the accompanying product supplement
Final basket level: the sum of the following,
calculated for each basket underlier: (i) the final underlier level for that basket underlier divided by the initial underlier
level for that basket underlier times (ii) the initial weighted value of that basket underlier
Basket return: the quotient of (i)
the final basket level minus the initial basket level divided by (ii) the initial basket level, expressed as a percentage
Upside participation rate: 230%
Cap level (to be set on the trade date):
expected to be between 110.57% and 112.43% of the initial basket level
Maximum settlement amount (to be set on the
trade date): expected to be between $1,243.11 and $1,285.89
Buffer level: 87.50% of the initial basket
level
Buffer amount: 12.50%
Buffer rate: the quotient of the initial
basket level divided by the buffer level, which equals approximately 114.29%
Trade date: December
, 2024
Original issue date (settlement date) (to be
set on the trade date): expected to be the fifth scheduled business day following the trade date
Determination date (to be set on the trade date):
a specified date that is expected to be between 20 and 23 months after the trade date, subject to adjustment as described under “General
Terms of the Notes—Postponement of a Determination Date” on page PS-34 of the accompanying product supplement
Stated maturity date (to be set on the trade
date): a specified date that is expected to be the second scheduled business day after the determination date, subject to adjustment
as described under “General Terms of the Notes—Postponement of a Payment Date” on page PS-35 of the accompanying product
supplement
No interest: the notes will not bear interest.
No listing: the notes will not be listed
on any securities exchange or interdealer quotation system.
No redemption: the notes are not subject
to redemption prior to maturity.
Closing level: as described under “General
Terms of Notes—Indices—Certain Definitions” on page PS-32 of the accompanying product supplement. The accompanying product
supplement refers to the closing level as the closing value.
Business day: as described under “Summary—Business
Day” on page PS-1 of the accompanying product supplement
Scheduled trading day: notwithstanding anything
to the contrary under “General Terms of Notes—Indices—Certain Definitions” on page PS-32 of the accompanying product
supplement, for the purposes of the notes, a “scheduled trading day” means, with respect to a basket underlier, a day, as
determined by the calculation agent, on which (i) the relevant basket underlier sponsor is scheduled to publish the closing level of that
basket underlier and (ii) in the case of a basket underlier other than the EURO STOXX 50® Index, each primary market for
futures and option contracts with respect to that basket underlier is scheduled to be open for trading for its regular trading session.
Use of proceeds and hedging: as described
under “Use of Proceeds and Hedging” on page PS-17 of the accompanying product supplement
ERISA: as described under “Benefit
Plan Investor Considerations” on page PS-57 of the accompanying product supplement
Calculation agent: RBC Capital Markets,
LLC (“RBCCM”)
Agent: RBCCM
U.S. tax treatment: please see the section
entitled “United States Federal Income Tax Considerations” herein.
Canadian tax treatment: please see the section
entitled “Supplemental Discussion of Canadian Tax Consequences” in the accompanying product supplement.
CUSIP no.: 78017KGE6
ISIN no.: US78017KGE64
FDIC: the notes will not constitute deposits
that are insured by the Federal Deposit Insurance Corporation, the Canada Deposit Insurance Corporation or any other Canadian or U.S.
governmental agency.
Indenture: the notes will be issued under
our senior debt indenture, as amended and supplemented through the date hereof, which is described in the accompanying prospectus. Please
see the section “Description of Debt Securities” beginning on page 4 of the accompanying prospectus for a description of the
senior debt indenture, including the limited circumstances that would constitute an event of default under the notes that we are offering.
The trade date, the determination date and the
stated maturity date are subject to change. These dates will be set forth in the final pricing supplement that will be made available
in connection with sales of the notes.
Supplemental Terms of the Notes
For purposes of the notes:
| · | the provisions set forth under “General Terms of Notes—Change-in-Law Events” in the
accompanying product supplement are not applicable; and |
| · | all references to each of the following terms used in the accompanying product supplement will be deemed
to refer to the corresponding term used in this pricing supplement as set forth in the table below: |
| Product Supplement Term |
Pricing Supplement Term |
| Payment at maturity |
cash settlement amount |
| Initial Underlier Value |
initial underlier level |
| Final Underlier Value |
final underlier level |
| Closing value |
closing level |
If information in this pricing supplement is inconsistent
with the accompanying prospectus, prospectus supplement or product supplement, this pricing supplement will supersede those documents.
Hypothetical Examples
The following table and chart are provided only
for purposes of illustration. They should not be taken as an indication or prediction of future investment results and are intended merely
to illustrate the impact that various hypothetical final basket levels on the determination date could have on the cash settlement amount
at maturity, assuming all other variables remain constant.
The examples below are based on a range of final
basket levels that are entirely hypothetical. No one can predict what the basket level will be on any day during the term of your notes,
and no one can predict what the final basket level will be. Each basket underlier has been highly volatile in the past—meaning that
the level of each basket underlier has changed considerably in relatively short periods—and its performance cannot be predicted
for any future period.
The information in the following examples reflects
hypothetical rates of return on the notes assuming that they are purchased on the original issue date with a $1,000 principal amount and
are held to maturity. If you sell your notes in any secondary market prior to maturity, your return will depend upon the market value
of your notes at the time of sale, which may be affected by a number of factors that are not reflected in the table below, such as interest
rates and the volatility of the basket underliers. In addition, assuming no changes in market conditions or our creditworthiness and any
other relevant factors, the value of your notes on the trade date (as determined by reference to pricing models used by RBCCM and taking
into account our credit spreads) will be, and the price you may receive for your notes may be, significantly less than the principal amount.
For more information on the value of your notes in the secondary market, see “Selected Risk Factors—Risks Relating to the
Initial Estimated Value of the Notes—The Initial Estimated Value of the Notes Will Be Less Than the Original Issue Price”
below. The information in the table also reflects the key terms and assumptions in the box below.
| Key Terms and Assumptions |
| Principal amount |
$1,000 |
| Upside participation rate |
230% |
| Hypothetical cap level |
110.57% of the initial basket level |
| Hypothetical maximum settlement amount |
$1,243.11 |
| Buffer level |
87.50% of the initial basket level |
| Buffer rate |
approximately 114.29% |
| Buffer amount |
12.50% |
|
Neither a market disruption event nor a non-trading
day occurs on the originally scheduled determination date
No change affecting the method by which any basket
underlier sponsor calculates the relevant basket underlier
Notes purchased on original issue date at a price
equal to the principal amount and held to the stated maturity date
|
Moreover, we have not yet set the initial underlier
levels of the basket underliers that will serve as the baselines for determining the basket return and the amount that we will pay on
your notes, if any, at maturity. We will not do so until the trade date. As a result, the actual initial underlier level of each basket
underlier may differ substantially from its level prior to the trade date and may be higher or lower than its actual closing level on
the trade date.
For these reasons, the actual performance of the
basket over the term of your notes, as well as the cash settlement amount, if any, may bear little relation to the hypothetical examples
shown below or to the historical basket underlier levels shown elsewhere in this pricing supplement. For information about the historical
basket underlier levels during recent periods, see “The Basket and the Basket Underliers—Historical Performance of the Basket
Underliers” below. Before investing in the notes, you should consult publicly available information to determine the levels of the
basket underliers between the date of this pricing supplement and the date of your purchase of the notes.
Also, the hypothetical examples shown below do
not take into account the effects of applicable taxes. Because of the U.S. tax treatment applicable to your notes, tax liabilities could
affect the after-tax rate of return on your notes to a comparatively greater extent than the after-tax return on the stocks included in
the basket underliers (the “basket underlier stocks”).
The levels in the left column of the table below
represent hypothetical final basket levels and are expressed as percentages of the initial basket level. The amounts in the right column
represent the hypothetical cash settlement amounts, based on the corresponding hypothetical final basket level (expressed as a percentage
of the initial basket level), and are expressed as percentages of the principal amount of a note (rounded to the nearest one-thousandth
of a percent). Thus, a hypothetical cash settlement amount of 100.000% means that the value of the cash payment that we would deliver
for each $1,000 principal amount of notes at maturity would
equal the principal amount of a note, based on
the corresponding hypothetical final basket level (expressed as a percentage of the initial basket level) and the assumptions noted above.
| Hypothetical Final Basket Level (as a Percentage of the Initial Basket Level) |
Hypothetical Cash Settlement Amount (as a Percentage of the Principal Amount) |
| 150.000% |
124.311% |
| 140.000% |
124.311% |
| 130.000% |
124.311% |
| 120.000% |
124.311% |
| 110.570% |
124.311% |
| 110.000% |
123.000% |
| 105.000% |
111.500% |
| 102.500% |
105.750% |
| 100.000% |
100.000% |
| 95.000% |
100.000% |
| 90.000% |
100.000% |
| 87.500% |
100.000% |
| 80.000% |
91.429% |
| 75.000% |
85.714% |
| 50.000% |
57.143% |
| 25.000% |
28.571% |
| 0.000% |
0.000% |
If, for example, the final basket level were determined
to be 25.000% of the initial basket level, the cash settlement amount that we would deliver on your notes at maturity would be approximately
28.571% of the principal amount of your notes, as shown in the hypothetical cash settlement amount column of the table above. As a result,
if you purchased your notes at the principal amount on the settlement date and held them to maturity, you would lose approximately 71.429%
of your investment.
If the final basket level were determined to be
110.570% or more of the initial basket level, the cash settlement amount that we would deliver on your notes at maturity would be capped
at the maximum settlement amount (expressed as a percentage of the principal amount), or 124.311% of the principal amount of your notes,
as shown in the hypothetical cash settlement amount column of the table above. As a result, if you purchased your notes at the principal
amount on the settlement date and held them to maturity, you would not benefit from any increase in the final basket level over 110.570%
of the initial basket level, regardless of the extent of that increase.
The following chart also illustrates the hypothetical
cash settlement amounts (expressed as a percentage of the principal amount of your notes) that we would pay on your notes on the stated
maturity date, if the final basket level (expressed as a percentage of the initial basket level) were any of the hypothetical levels shown
on the horizontal axis. The chart shows that any hypothetical final basket level (expressed as a percentage of the initial basket level)
of less than the buffer level would result in a hypothetical cash settlement amount of less than 100.00% of the principal amount of your
notes (the section below the 100.00% marker on the vertical axis) and, accordingly, in a loss of principal to the holder of the notes.
The chart also shows that any hypothetical final basket level (expressed as a percentage of the initial basket level) of greater than
110.570% (the section right of the 110.570% marker on the horizontal axis) would result in a capped return on your investment.
|
|
| n The Note Performance n The Basket Performance |
The following examples illustrate the hypothetical
cash settlement amount at maturity based on hypothetical final underlier levels of the basket underliers, calculated based on the key
terms and assumptions above.
The levels in Column A represent the hypothetical
initial underlier levels for each basket underlier, and the levels in Column B represent the hypothetical final underlier levels for each
basket underlier. The percentages in Column C represent the hypothetical final underlier levels for each basket underlier in Column B
expressed as percentages of the corresponding hypothetical initial underlier levels in Column A. The amounts in Column D represent the
applicable initial weighted value for each basket underlier, and the amounts in Column E represent the products of the percentages
in Column C times the corresponding amounts in Column D. The final basket level for each example is shown beneath each example,
and will equal the sum of the five products shown in Column E. The basket return for each example is shown beneath the final basket
level for such example, and will equal the quotient of (i) the final basket level for such example minus the initial
basket level divided by (ii) the initial basket level, expressed as a percentage. The values below may have been rounded for
ease of analysis.
The hypothetical initial underlier level for each
basket underlier of 100.00 has been chosen for illustrative purposes only and may not represent a likely initial underlier level for that
basket underlier. For historical closing levels of the basket underliers, please see the historical information set forth below under
“The Basket and the Basket Underliers—Historical Performance of the Basket Underliers” below.
Example 1: The final basket level is greater
than the cap level and the basket return is greater than the return represented by the maximum settlement amount. The cash settlement
amount equals the maximum settlement amount.
| |
Column A |
Column B |
Column C |
Column D |
Column E |
| Basket Underlier |
Hypothetical
Initial Underlier Level |
Hypothetical
Final Underlier Level |
Column B / Column A |
Initial
Weighted
Value |
Column C ×
Column D
|
| EURO STOXX 50® Index |
100.00 |
140.00 |
140.00% |
38.00 |
53.20 |
| TOPIX® Index |
100.00 |
135.00 |
135.00% |
26.00 |
35.10 |
| FTSE® 100 Index |
100.00 |
135.00 |
135.00% |
17.00 |
22.95 |
| Swiss Market Index |
100.00 |
130.00 |
130.00% |
11.00 |
14.30 |
| S&P®/ASX 200 Index |
100.00 |
165.00 |
165.00% |
8.00 |
13.20 |
| |
|
|
Final Basket Level |
138.75 |
| |
|
|
Basket Return |
38.75% |
In this example, each of the hypothetical final
underlier levels is greater than or equal to the applicable hypothetical initial underlier level, which results in the hypothetical final
basket level being greater than the initial basket level of 100.00. Because the hypothetical final basket level is 138.75, the hypothetical
cash settlement amount will be capped at the hypothetical maximum settlement amount of $1,243.11 for each $1,000 principal amount of your
notes.
Example 2: The final basket level is greater than the initial basket
level but less than the cap level.
| |
Column A |
Column B |
Column C |
Column D |
Column E |
| Basket Underlier |
Hypothetical
Initial Underlier Level |
Hypothetical
Final Underlier Level |
Column B / Column A |
Initial
Weighted
Value |
Column C ×
Column D
|
| EURO STOXX 50® Index |
100.00 |
105.00 |
105.00% |
38.00 |
39.90 |
| TOPIX® Index |
100.00 |
100.00 |
100.00% |
26.00 |
26.00 |
| FTSE® 100 Index |
100.00 |
110.00 |
110.00% |
17.00 |
18.70 |
| Swiss Market Index |
100.00 |
103.00 |
103.00% |
11.00 |
11.33 |
| S&P®/ASX 200 Index |
100.00 |
107.75 |
107.75% |
8.00 |
8.62 |
| |
|
|
Final Basket Level |
104.55 |
| |
|
|
Basket Return |
4.55% |
In this example, each of the hypothetical final
underlier levels is greater than or equal to the applicable hypothetical initial underlier level, which results in the hypothetical final
basket level being greater than the initial basket level of 100.00. Because the hypothetical final basket level is 104.55, the hypothetical
cash settlement amount for each $1,000 principal amount of your notes will equal:
Cash settlement amount = $1,000 + ($1,000 ×
230% × 4.55%) = $1,104.65
Example 3: The final basket level is less than
the initial basket level but greater than the buffer level. The cash settlement amount is equal to the principal amount.
| |
Column A |
Column B |
Column C |
Column D |
Column E |
| Basket Underlier |
Hypothetical
Initial Underlier Level |
Hypothetical
Final Underlier Level |
Column B / Column A |
Initial
Weighted
Value |
Column C ×
Column D
|
| EURO STOXX 50® Index |
100.00 |
105.00 |
105.00% |
38.00 |
39.90 |
| TOPIX® Index |
100.00 |
85.00 |
85.00% |
26.00 |
22.10 |
| FTSE® 100 Index |
100.00 |
80.00 |
80.00% |
17.00 |
13.60 |
| Swiss Market Index |
100.00 |
90.00 |
90.00% |
11.00 |
9.90 |
| S&P®/ASX 200 Index |
100.00 |
110.00 |
110.00% |
8.00 |
8.80 |
| |
|
|
Final Basket Level |
94.30 |
| |
|
|
Basket Return |
-5.70% |
In this example, even though the hypothetical final
underlier levels for the EURO STOXX 50® Index and the S&P/ASX 200 Index are greater than their applicable hypothetical
initial underlier levels, the negative returns of the FTSE® 100 Index, the TOPIX® Index and the Swiss Market
Index more than offset the positive returns on the EURO STOXX 50® Index and the S&P/ASX 200 Index, which results in
the hypothetical final basket level being less than the initial basket level of 100.00. Because the hypothetical final basket level of
94.30 is greater than the buffer level of 87.50% of the initial basket level but less than the initial basket level of 100.00, the hypothetical
cash settlement amount for each $1,000 principal amount of notes will equal the principal amount of $1,000.
Example 4: The final basket level is less than
the buffer level. The cash settlement amount is less than the principal amount.
| |
Column A |
Column B |
Column C |
Column D |
Column E |
| Basket Underlier |
Hypothetical
Initial Underlier Level |
Hypothetical
Final Underlier Level |
Column B / Column A |
Initial
Weighted
Value |
Column C ×
Column D
|
| EURO STOXX 50® Index |
100.00 |
40.00 |
40.00% |
38.00 |
15.20 |
| TOPIX® Index |
100.00 |
70.00 |
70.00% |
26.00 |
18.20 |
| FTSE® 100 Index |
100.00 |
100.00 |
100.00% |
17.00 |
17.00 |
| Swiss Market Index |
100.00 |
115.00 |
115.00% |
11.00 |
12.65 |
| S&P®/ASX 200 Index |
100.00 |
115.00 |
115.00% |
8.00 |
9.20 |
| |
|
|
Final Basket Level |
72.25 |
| |
|
|
Basket Return |
-27.75% |
In this example, the hypothetical final underlier
levels of the EURO STOXX 50® Index and the TOPIX® Index are less than their applicable hypothetical initial
underlier levels, while the hypothetical final underlier level of the FTSE® 100 Index is equal to its hypothetical initial
underlier level and the hypothetical final underlier levels of the Swiss Market Index and S&P®/ASX 200 Index are greater
than their applicable hypothetical initial underlier levels.
Because the basket is unequally weighted, increases
in the lower weighted basket underliers will be offset by decreases in the higher weighted basket underliers. In this example, the large
declines in the levels of the EURO STOXX 50® Index and the TOPIX® Index result in the hypothetical final
basket level being less than the buffer level of 87.50% of the initial basket level, even though the level of the FTSE®
100 Index remained unchanged and the levels of the Swiss Market Index and the S&P®/ASX 200 Index increased.
Because the hypothetical final basket level is
72.25 and is less than the buffer level of 87.50% of the initial basket level, the hypothetical cash settlement amount for each $1,000
principal amount of your notes will equal:
Cash settlement amount = $1,000 + [$1,000 ×
114.29% × (-27.75% + 12.50%)] = $825.71
Example 5: The final basket level is less than
the buffer level. The cash settlement amount is less than the principal amount.
| |
Column A |
Column B |
Column C |
Column D |
Column E |
| Basket Underlier |
Hypothetical
Initial Underlier Level |
Hypothetical
Final Underlier Level |
Column B / Column A |
Initial
Weighted
Value |
Column C ×
Column D
|
| EURO STOXX 50® Index |
100.00 |
40.00 |
40.00% |
38.00 |
15.20 |
| TOPIX® Index |
100.00 |
65.00 |
65.00% |
26.00 |
16.90 |
| FTSE® 100 Index |
100.00 |
70.00 |
70.00% |
17.00 |
11.90 |
| Swiss Market Index |
100.00 |
80.00 |
80.00% |
11.00 |
8.80 |
| S&P®/ASX 200 Index |
100.00 |
60.00 |
60.00% |
8.00 |
4.80 |
| |
|
|
Final Basket Level |
57.60 |
| |
|
|
Basket Return |
-42.40% |
In this example, each of the hypothetical final
underlier levels is less than the applicable hypothetical initial underlier level, which results in the hypothetical final basket level
being less than the initial basket level of 100.00. Because the hypothetical final basket level is 57.60 and is less than the buffer level
of 87.50% of the initial basket level, the hypothetical cash settlement amount for each $1,000 principal amount of your notes will equal:
Cash settlement amount = $1,000 + [$1,000 ×
114.29% × (-42.40% + 12.50%)] = $658.29
No one can predict what the final basket level
will be. The actual amount that a holder of the notes will receive at maturity and the actual return on your investment in the notes,
if any, will depend on the initial underlier level of each basket underlier, the stated maturity date, the cap level and the maximum settlement
amount that will be set on the trade date and the actual final basket level determined by the calculation agent. In addition, the actual
return on your notes will further depend on the original issue price. Moreover, the assumptions on which the hypothetical tables, chart
and examples are based may turn out to be inaccurate. Consequently, the return on your investment in the notes, if any, and the actual
cash settlement amount to be paid in respect of the notes at maturity may be very different from the information reflected in the tables,
chart and examples above.
selected Risk Factors
| An investment in the notes involves significant risks. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the notes. Some of the risks that apply to an investment in the notes are summarized below, but we urge you to read also the “Risk Factors” sections of the accompanying prospectus, prospectus supplement and product supplement. You should not purchase the notes unless you understand and can bear the risks of investing in the notes. Your notes are not equivalent to investing directly in the basket underlier stocks, i.e., the stocks included in each basket underlier. |
Risks Relating to the Terms of the Notes
You May Lose Your Entire Investment in the
Notes
The principal amount of your investment is not
protected and you may lose a significant amount, or even all, of your investment in the notes. The cash settlement amount, if any, will
depend on the performance of the basket underliers and the change in the levels of the basket underliers from the trade date to the determination
date, and you may receive significantly less than the principal amount of the notes. You will receive at least the principal amount of
the notes at maturity, subject to our credit risk, only if the final basket level is greater than or equal to the buffer level. If the
final basket level is less than the buffer level, then you will lose approximately 1.1429% of the principal amount of your notes for every
1% that the final basket level is less than the buffer level. Accordingly, you could lose a substantial portion, and perhaps all, of your
investment in the notes, including any premium to the principal amount you may have paid when you purchased the notes.
In addition, the market price of your notes prior
to the stated maturity date may be significantly lower than the purchase price you pay for your notes. Consequently, if you sell your
notes before the stated maturity date, the price you receive for the notes may be significantly less than the price that you paid for
them.
The Return on the Notes Is Limited to the Return
Represented by the Maximum Settlement Amount
Your ability to participate in any change in the
level of the basket over the term of your notes will be limited because of the cap level. The cap level will limit the amount in cash
you may receive for each of your notes at maturity, no matter how much the level of the basket may rise beyond the cap level over the
term of your notes. Accordingly, the amount payable for each of your notes may be significantly less than your return had you invested
directly in the basket underlier stocks.
Payments on the Notes Are Subject to Our Credit
Risk, and Market Perceptions about Our Creditworthiness May Adversely Affect the Market Value of the Notes
The notes are our senior unsecured debt securities,
and your receipt of any amounts due on the notes is dependent upon our ability to pay our obligations as they come due. If we were to
default on our payment obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
In addition, any negative changes in market perceptions about our creditworthiness may adversely affect the market value of the notes.
The Lower Performance of One Basket Underlier
May Offset an Increase in One or More Other Basket Underliers
Declines in the level of one basket underlier may
offset increases in the level of one or more other basket underliers. As a result, any return on the basket—and thus on your notes—may
be reduced or eliminated, which will have the effect of reducing the cash settlement amount payable at maturity. In addition, because
the basket underliers are not equally weighted, increases in the lower weighted basket underliers may be offset by even small decreases
in the more heavily weighted basket underliers.
The Notes Do Not Pay Interest, and Your Return
on the Notes May Be Lower Than the Return on a Conventional Debt Security of Comparable Maturity
There will be no periodic interest payments on
the notes as there would be on a conventional fixed-rate or floating-rate debt security having the same maturity. The return that you
will receive on the notes, which could be negative, may be less than the return you could earn on other investments. Even if your return
is positive, your return may be less than the return you would earn if you purchased one of our conventional senior interest-bearing debt
securities.
Any Payment on the Notes Will Be Determined
Based on the Closing Levels of the Basket Underliers on the Dates Specified
Any payment on the notes will be determined based
on the closing levels of the basket underliers on the dates specified. You will not benefit from any more favorable levels of the basket
underliers determined at any other time.
The Stated Maturity Date of the Notes Is a
Pricing Term and Will Be Determined By Us on the Trade Date
We will not fix the stated maturity date until
the trade date. The term of the notes could be as short as the low end of the range and as long as the high end of the range set forth
on the cover page of this pricing supplement. You should be willing and able to hold your notes for up to the high end of the range set
forth on the cover page of this pricing supplement. The stated maturity date selected by us could have an impact on the value of the notes.
If the Original Issue Price for Your Notes Represents
a Premium to the Principal Amount, the Return on Your Notes Will Be Lower Than the Return on Notes for Which the Original Issue Price
Is Equal to the Principal Amount or Represents a Discount to the Principal Amount
The cash settlement amount will not be adjusted
based on the original issue price. If the original issue price for your notes differs from the principal amount, the return on your notes
held to maturity will differ from, and may be substantially less than, the return on notes for which the original issue price is equal
to the principal amount. If the original issue price for your notes represents a premium to the principal amount and you hold them to
maturity, the return on your notes will be lower than the return on notes for which the original issue price is equal to the principal
amount or represents a discount to the principal amount.
In addition, the impact of the buffer level and
the maximum settlement amount on the return on your investment will depend upon the price you pay for your notes relative to the principal
amount. For example, the buffer level, while still providing some protection for the return on the notes, will allow a greater percentage
decrease in your investment in the notes than would have been the case for notes purchased at the principal amount or a discount to the
principal amount. Similarly, if you purchase your notes at a premium to the principal amount, the maximum settlement amount will correspond
to a lower percentage increase in your investment in the notes than would have been the case for notes purchased at the principal amount
or a discount to the principal amount.
The U.S. Federal Income Tax Consequences of
an Investment in the Notes Are Uncertain
There is no direct legal authority regarding the
proper U.S. federal income tax treatment of the notes, and significant aspects of the tax treatment of the notes are uncertain. You should
review carefully the section entitled “United States Federal Income Tax Considerations” herein, in combination with the section
entitled “United States Federal Income Tax Considerations” in the accompanying product supplement, and consult your tax adviser
regarding the U.S. federal income tax consequences of an investment in the notes.
Risks Relating to the Initial Estimated Value
of the Notes and the Secondary Market for the Notes
There May Not Be an Active Trading Market for
the Notes; Sales in the Secondary Market May Result in Significant Losses
There may be little or no secondary market for
the notes. The notes will not be listed on any securities exchange. RBCCM and our other affiliates may make a market for the notes; however,
they are not required to do so and, if they choose to do so, may stop any market-making activities at any time. Because other dealers
are not likely to make a secondary market for the notes, the price at which you may be able to trade your notes is likely to depend on
the price, if any, at which RBCCM or any of our other affiliates is willing to buy the notes. Even if a secondary market for the notes
develops, it may not provide enough liquidity to allow you to easily trade or sell the notes. We expect that transaction costs in any
secondary market would be high. As a result, the difference between bid and ask prices for your notes in any secondary market could be
substantial. If you sell your notes before maturity, you may have to do so at a substantial discount from the price that you paid for
them, and as a result, you may suffer significant losses. The notes are not designed to be short-term trading instruments. Accordingly,
you should be able and willing to hold your notes to maturity.
The Initial Estimated Value of the Notes Will
Be Less Than the Original Issue Price
The initial estimated value of the notes will be
less than the original issue price of the notes and does not represent a minimum price at which we, RBCCM or any of our other affiliates
would be willing to purchase the notes in any secondary market (if any exists) at any time. If you attempt to sell the notes 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 levels of the basket underliers, the internal funding rate we pay to issue securities of this kind (which is lower
than the rate at which we borrow funds by issuing conventional fixed rate debt) and the inclusion in the original issue price of our estimated
profit and the estimated costs relating to our hedging of the notes. These factors, together with various credit, market and economic
factors over the term of the notes, are expected to reduce the price at which you may be able to sell the notes in any secondary market
and will affect the value of the notes 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 notes prior to maturity may be less than the original issue price and
the initial estimated value, as any such sale price would not be expected to include our estimated profit or the hedging costs relating
to the notes. In addition, any price at which you may sell the notes is likely to reflect customary bid-ask spreads for similar trades.
In addition to bid-ask spreads, the
value of the notes determined for any secondary
market price is expected to be based on a secondary market rate rather than the internal funding rate used to price the notes and determine
the initial estimated value. As a result, the secondary market price will be less than if the internal funding rate were used.
As set forth below in the section “Supplemental
Plan of Distribution (Conflicts of Interest)” below, for a limited period of time after the trade date, your broker may repurchase
the notes at a price that is greater than the estimated value of the notes at that time. However, assuming no changes in any other relevant
factors, the price you may receive if you sell your notes is expected to decline gradually during that period.
The Initial Estimated Value of the Notes Is Only
an Estimate, Calculated as of the Trade Date
The initial estimated value of the notes is based
on the value of our obligation to make the payments on the notes, together with the mid-market value of the derivative embedded in the
terms of the notes. See “Structuring the Notes” below. Our estimate is based on a variety of assumptions, including our internal
funding rate (which represents a discount from our credit spreads), expectations as to dividends, interest rates and volatility and the
expected term of the notes. These assumptions are based on certain forecasts about future events, which may prove to be incorrect. Other
entities may value the notes or similar securities at a price that is significantly different than we do.
The value of the notes at any time after the trade
date will vary based on many factors, including changes in market conditions, and cannot be predicted with accuracy. As a result, the
actual value you would receive if you sold the notes in any secondary market, if any, should be expected to differ materially from the
initial estimated value of the notes.
Risks Relating to Conflicts of Interest and Our
Trading Activities
Our and Our Affiliates’ Business and Trading
Activities May Create Conflicts of Interest
You should make your own independent investigation
of the merits of investing in the notes. Our and our affiliates’ economic interests are potentially adverse to your interests as
an investor in the notes due to our and our affiliates’ business and trading activities, and we and our affiliates have no obligation
to consider your interests in taking any actions that might affect the value of the notes. Trading by us and our affiliates may adversely
affect the levels of the basket underliers and the market value of the notes. See “Risk Factors—Risks Relating to Conflicts
of Interest” in the accompanying product supplement.
RBCCM’s Role as Calculation Agent May Create
Conflicts of Interest
As calculation agent, our affiliate, RBCCM, will
determine any levels of the basket underliers and make any other determinations necessary to calculate any payments on the notes. In making
these determinations, the calculation agent may be required to make discretionary judgments, including those described under “—
Risks Relating to the Basket and the Basket Underliers” below. In making these discretionary judgments, the economic interests of
the calculation agent are potentially adverse to your interests as an investor in the notes, and any of these determinations may adversely
affect any payments on the notes. The calculation agent will have no obligation to consider your interests as an investor in the notes
in making any determinations with respect to the notes.
Risks Relating to the Basket and the Basket Underliers
You Will Not Have Any Rights to the Securities
Included in Any Basket Underlier
As an investor in the notes, you will not have
voting rights or rights to receive dividends or other distributions or any other rights with respect to the securities included in any
basket underlier. Each basket underlier is a price return index and its return does not reflect regular cash dividends paid by its components.
The Notes Are Subject to Risks Associated with
Non-U.S. Securities Markets
The equity securities composing the basket underliers
are issued by non-U.S. companies in non-U.S. securities markets. Investments in securities linked to the value of such non-U.S. equity
securities involve risks associated with the securities markets in the home countries of the issuers of those non-U.S. equity securities,
including risks of volatility in those markets, governmental intervention in those markets and cross shareholdings in companies in certain
countries. Also, there is generally less publicly available information about companies in some of these jurisdictions than there is about
U.S. companies that are subject to the reporting requirements of the SEC, and generally non-U.S. companies are subject to accounting,
auditing and financial reporting standards and requirements and securities trading rules different from those applicable to U.S. reporting
companies. The prices of securities in non-U.S. markets may be affected by political, economic, financial and social factors in those
countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws.
The Notes Do Not Provide Direct Exposure to Fluctuations
in Exchange Rates Related to the Basket Underliers
The basket underliers are composed of non-U.S.
securities denominated in foreign currencies. Because the levels of the basket underliers are also calculated in the relevant foreign
currency (and not in U.S. dollars), the performance of the basket underliers will not be adjusted for exchange rate fluctuations between
the U.S. dollar and the relevant foreign currencies. In addition, any payments on the notes determined based in part on the performance
of the basket underliers will not be adjusted for exchange rate fluctuations between the U.S. dollar and the relevant foreign currency.
Therefore, holders of the notes will not benefit from any appreciation of a relevant foreign currency relative to the U.S. dollar.
Any Payment on the Notes May Be Postponed and
Adversely Affected by the Occurrence of a Market Disruption Event
The timing and amount of any payment on the notes
is subject to adjustment upon the occurrence of a market disruption event affecting a basket underlier. If a market disruption event persists
for a sustained period, the calculation agent may make a determination of the closing level of any affected basket underlier. See “General
Terms of the Notes—Indices—Market Disruption Events,” “General Terms of the Notes—Postponement of a Determination
Date” and “General Terms of the Notes—Postponement of a Payment Date” in the accompanying product supplement.
Adjustments to a Basket Underlier Could Adversely
Affect Any Payments on the Notes
A basket underlier sponsor may add, delete, substitute
or adjust the securities composing a basket underlier or make other methodological changes to that basket underlier that could affect
its performance. The calculation agent will calculate the value to be used as the closing level of a basket underlier in the event of
certain material changes in, or modifications to, that basket underlier. In addition, a basket underlier sponsor may also discontinue
or suspend calculation or publication of a basket underlier at any time. Under these circumstances, the calculation agent may select a
successor index that the calculation agent determines to be comparable to the discontinued basket underlier or, if no successor index
is available, the calculation agent will determine the value to be used as the closing level of that basket underlier. Any of these actions
could adversely affect the level of a basket underlier and, consequently, the value of the notes. See “General Terms of the Notes—Indices—Discontinuation
of, or Adjustments to, an Index” in the accompanying product supplement.
THE BASKET AND THE BASKET UNDERLIERS
The Basket
The basket is composed of five basket underliers
with the following initial weights within the basket: the EURO STOXX 50® Index (38.00% weighting), the TOPIX®
Index (26.00% weighting), the FTSE® 100 Index (17.00% weighting), the Swiss Market Index (11.00% weighting) and the S&P®/ASX
200 Index (8.00% weighting).
EURO STOXX 50® Index
The basket underlier is a free float market capitalization-weighted
index composed of 50 of the largest stocks in terms of free float market capitalization traded on major Eurozone exchanges. For more information
about the basket underlier, see “Indices—The STOXX Benchmark Indices” in the accompanying underlying supplement.
In addition, information about the EURO STOXX 50®
Index may be obtained from other sources including, but not limited to, that basket underlier sponsor’s website (including information
regarding that basket underlier’s (i) top ten constituents and their weightings, (ii) sector weightings and (iii) country weightings).
We are not incorporating by reference into this pricing supplement the website or any material it includes. Neither we nor any agent or
dealer for this offering makes any representation that this publicly available information regarding that basket underlier is accurate
or complete.
TOPIX® Index
The basket underlier is a free float-adjusted market
capitalization-weighted index composed of all Japanese common stocks listed on the First Section of the Tokyo Stock Exchange. For more
information about the basket underlier, see “Indices—The TOPIX® Index” in the accompanying underlying
supplement.
In addition, information about the TOPIX®
Index may be obtained from other sources including, but not limited to, that basket underlier sponsor’s website (including information
regarding that basket underlier’s sector weightings). We are not incorporating by reference into this pricing supplement the website
or any material it includes. Neither we nor any agent or dealer for this offering makes any representation that this publicly available
information regarding that basket underlier is accurate or complete.
FTSE® 100 Index
The basket underlier measures the composite price
performance of stocks of the 100 largest companies (determined on the basis of market capitalization) traded on the London Stock Exchange.
For more information about the basket underlier, see “Indices—The FTSE® 100 Index” in the accompanying
underlying supplement.
In addition, information about the FTSE®
100 Index may be obtained from other sources including, but not limited to, that basket underlier sponsor’s website (including information
regarding that basket underlier’s (i) top five constituents and their weightings and (ii) sector weightings). We are not incorporating
by reference into this pricing supplement the website or any material it includes. Neither we nor any agent or dealer for this offering
makes any representation that this publicly available information regarding that basket underlier is accurate or complete.
Swiss Market Index
The basket underlier is a free-float adjusted market
capitalization-weighted price return index that includes 20 of the largest and most liquid companies of the Swiss equity market. For more
information about the basket underlier, see “Indices—The Swiss Market Index” in the accompanying underlying supplement.
In addition, information about the Swiss Market
Index may be obtained from other sources including, but not limited to, that basket underlier sponsor’s website (including information
regarding that basket underlier’s (i) top ten constituents and their weightings and (ii) sector weightings). We are not incorporating
by reference into this pricing supplement the website or any material it includes. Neither we nor any agent or dealer for this offering
makes any representation that this publicly available information regarding that basket underlier is accurate or complete.
S&P®/ASX 200 Index
The basket underlier measures the performance of
the 200 largest and most liquid index-eligible stocks listed on the Australian Securities Exchange by float-adjusted market capitalization.
For more information about the basket underlier, see “Indices—The S&P®/ASX 200 Index” in the accompanying
underlying supplement.
In addition, information about the S&P®/ASX
200 Index may be obtained from other sources including, but not limited to, that basket underlier sponsor’s website (including information
regarding that basket underlier’s (i) top ten constituents, (ii) sector weightings and (iii) country weightings). We are not incorporating
by reference into this pricing supplement the website or any material it includes. Neither we nor any agent or dealer for this
offering makes any representation that this publicly
available information regarding that basket underlier is accurate or complete.
Historical Performance of the Basket Underliers
The closing levels of each basket underlier have
fluctuated in the past and may experience significant fluctuations in the future. Any historical upward or downward trend in the closing
levels of a basket underlier during any period shown below is not an indication that such underlier is more or less likely to increase
or decrease at any time during the term of the notes.
The historical levels of each basket underlier
are provided only for informational purposes. You should not take the historical levels of any basket underlier as an indication of its
future performance. We cannot give you any assurance that the future performance of the basket underliers or the basket underlier stocks
will result in your receiving an amount greater than the original issue price at maturity. Neither we nor any of our affiliates makes
any representation to you as to the performance of any basket underlier. Moreover, in light of current market conditions, the trends reflected
in the historical performance of each basket underlier may be less likely to be indicative of the performance of that basket underlier
over the term of the notes than would otherwise have been the case. The actual performance of each basket underlier over the term of the
notes, as well as the cash settlement amount, may bear little relation to the historical levels shown below.
The graphs below shows the daily historical closing
levels of each basket underlier from January 1, 2014 through December 18, 2024. We obtained the closing levels of each basket underlier
listed in the graphs below from Bloomberg Financial Services, without independent verification.
Historical Performance of the EURO STOXX 50® Index
Historical Performance of the TOPIX® Index
Historical Performance of the FTSE® 100 Index
Historical Performance of the Swiss Market Index
Historical Performance of the S&P®/ASX 200 Index
United States Federal
Income Tax Considerations
You should review carefully the section in the
accompanying product supplement entitled “United States Federal Income Tax Considerations.” The following discussion, when
read in combination with that section, constitutes the full opinion of our counsel, Davis Polk & Wardwell LLP, regarding the material
U.S. federal income tax consequences of owning and disposing of the notes.
Generally, this discussion assumes that you purchased
the notes for cash in the original issuance at the stated issue price and does not address other circumstances specific to you, including
consequences that may arise due to any other investments relating to the basket underliers. You should consult your tax adviser regarding
the effect any such circumstances may have on the U.S. federal income tax consequences of your ownership of a note.
In the opinion of our counsel, which is based on
current market conditions, it is reasonable to treat the notes for U.S. federal income tax purposes as prepaid financial contracts that
are “open transactions,” as described in the section entitled “United States Federal Income Tax Considerations—Tax
Consequences to U.S. Holders—Notes Treated as Prepaid Financial Contracts that are Open Transactions” in the accompanying
product supplement. There is uncertainty regarding this treatment, and the Internal Revenue Service (the “IRS”) or a court
might not agree with it. Moreover, because this treatment of the notes and our counsel’s opinion are based on market conditions
as of the date of this preliminary pricing supplement, each is subject to confirmation on the trade date. A different tax treatment could
be adverse to you. Generally, if this treatment is respected, (i) you should not recognize taxable income or loss prior to the taxable
disposition of your notes (including upon maturity or an earlier redemption, if applicable) and (ii) the gain or loss on your notes should
be treated as short-term capital gain or loss unless you have held the notes for more than one year, in which case your gain or loss should
be treated as long-term capital gain or loss.
We do not plan to request a ruling from the IRS
regarding the treatment of the notes. An alternative characterization of the notes could materially and adversely affect the tax consequences
of ownership and disposition of the notes, including the timing and character of income recognized. In addition, the U.S. Treasury Department
and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts”
and similar financial instruments and have indicated that such transactions may be the subject of future regulations or other guidance.
Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any legislation, Treasury
regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences
of an investment in the notes, possibly with retroactive effect.
Non-U.S. Holders. As discussed under “United
States Federal Income Tax Considerations—Tax Consequences to Non-U.S. Holders—Dividend Equivalents under Section 871(m) of
the Code” in the accompanying product supplement, Section 871(m) of the Internal Revenue Code and Treasury regulations promulgated
thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents paid or deemed paid to Non-U.S.
Holders with respect to certain financial instruments linked to U.S. equities or indices that include U.S. equities. The Treasury regulations,
as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2027 that do not have a “delta” of one.
Based on certain determinations made by us, we expect that Section 871(m) will not apply to the notes with regard to Non-U.S. Holders.
Our determination is not binding on the IRS, and the IRS may disagree with this determination. If necessary, further information regarding
the potential application of Section 871(m) will be provided in the final pricing supplement for the notes.
We will not be required to pay any additional amounts
with respect to U.S. federal withholding taxes.
You should consult your tax adviser regarding the
U.S. federal income tax consequences of an investment in the notes, including possible alternative treatments, as well as tax consequences
arising under the laws of any state, local or non-U.S. taxing jurisdiction.
Supplemental Plan
of Distribution (Conflicts of Interest)
We will sell to RBCCM, and RBCCM will purchase
from us, the principal amount of the notes specified, at the price specified, on the cover page of this pricing supplement. RBCCM, acting
as our agent, will not receive an underwriting discount in connection with the sale of the notes. RBCCM has informed us that, as part
of its distribution of the notes, it will reoffer them at a purchase price equal to 100.00% of the principal amount to one or more other
dealers who will sell them to their customers. A fee will be paid to iCapital Markets LLC, a broker-dealer with no affiliation with us,
for services it is providing in connection with this offering. An affiliate of Goldman Sachs & Co. LLC, which is acting as a dealer
in connection with the distribution of the notes, holds an indirect minority equity interest in iCapital Markets, LLC. In the future,
RBCCM or one of its affiliates, may repurchase and resell the notes in market-making transactions, with resales being made at prices related
to prevailing market prices at the time of resale or at negotiated prices. For more information about the plan of distribution, the distribution
agreement and possible market-making activities, see “Supplemental Plan of Distribution” in the accompanying prospectus supplement.
RBCCM or another of our affiliates may make a market
in the notes after the trade date; however, it is not obligated to do so. The price that it makes available from time to time after the
issue date at which it would be willing to repurchase the notes will generally reflect its estimate of their value. That estimated value
will be based on a variety of factors, including then-prevailing market conditions, our creditworthiness and transaction costs. However,
for a period of approximately three months after the trade date, the price at which RBCCM may repurchase the notes may be higher than
their estimated value at that time. This is because the estimated value of the notes will not include our hedging costs and profits; however,
the price at which RBCCM may repurchase the notes during that period may initially be a higher amount, reflecting the addition of a portion
of our estimated costs and profits from hedging the notes. This excess is expected to decrease over time until the end of this period.
After this period, if RBCCM continues to make a market in the notes, the prices that it would pay for them are expected to reflect its
estimated value, as well as customary bid-ask spreads for similar trades. In addition, the value of the notes shown on your account statement
may not be identical to the price at which RBCCM would be willing to purchase the notes at that time, and could be lower than RBCCM’s
price.
RBCCM or another of its affiliates or agents may
use this pricing supplement in the initial sale of the notes. In addition, RBCCM or any other affiliate of Royal Bank of Canada may use
this pricing supplement in a market-making transaction in a note after its initial sale. Unless RBCCM or its agent informs the purchaser
otherwise in the confirmation of sale, this pricing supplement is being used in a market-making transaction.
For additional information about the settlement
cycle of the notes, see “Plan of Distribution” in the accompanying prospectus. For additional information as to the relationship
between us and RBCCM, see the section “Plan of Distribution—Conflicts of Interest” in the accompanying prospectus.
Structuring the
Notes
The notes are our debt securities. As is the case
for all of our debt securities, including our structured notes, the economic terms of the notes reflect our actual or perceived creditworthiness.
In addition, because structured notes result in increased operational, funding and liability management costs to us, we typically borrow
the funds under structured notes at a rate that is lower than the rate that we might pay for a conventional fixed or floating rate debt
security of comparable maturity. The lower internal funding rate and the hedging-related costs relating to the notes reduce the economic
terms of the notes to you and result in the initial estimated value for the notes being less than their original issue price. Unlike the
initial estimated value, any value of the notes determined for purposes of a secondary market transaction may be based on a secondary
market rate, which may result in a lower value for the notes than if our initial internal funding rate were used.
In order to satisfy our payment obligations under
the notes, we may choose to enter into certain hedging arrangements (which may include call options, put options or other derivatives)
with RBCCM and/or one of our other affiliates. The terms of these hedging arrangements take into account a number of factors, including
our creditworthiness, interest rate movements, volatility and the tenor of the notes. The economic terms of the notes and the initial
estimated value depend in part on the terms of these hedging arrangements. Our cost of hedging will include the projected profit that
such counterparties expect to realize in consideration for assuming the risks inherent in hedging our obligations under the notes. Because
hedging our obligations entails risks and may be influenced by market forces beyond the counterparties’ control, such hedging may
result in a profit that is more or less than expected, or could result in a loss. See “Use of Proceeds and Hedging” on page
PS-17 of the accompanying product supplement.
See “Selected Risk Factors—Risks Relating
to the Initial Estimated Value of the Notes and the Secondary Market for the Notes—The Initial Estimated Value of the Notes Will
Be Less Than the Original Issue Price” above.
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