PRICING SUPPLEMENT
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-227001
Dated April 26, 2019
Royal Bank of Canada Trigger Autocallable Contingent Yield Notes
$6,098,000 Notes Linked to the Least Performing Underlying Between the SPDR® Dow Jones®
Industrial
Average ETF and the iShares® MSCI Emerging Markets ETF due on April 29, 2022
|
Investment Description
|
Features
|
Key Dates
|
❑ |
Contingent Coupon — We will pay a quarterly Contingent Coupon payment if the closing prices of both
Underlyings on the applicable Coupon Observation Date are equal to or greater than their respective Coupon Barriers. Otherwise, no coupon will be paid for the quarter.
|
❑ |
Automatically Callable — We will automatically call the Notes and pay you the principal amount of
your Notes plus the Contingent Coupon otherwise due for the applicable quarter if the closing prices of both Underlyings on any quarterly Call Observation Date (beginning after six months) are greater than or equal to their
respective Initial Prices. If the Notes are not called, investors will have the potential for downside equity market risk at maturity.
|
❑ |
Contingent Repayment of Principal at Maturity — If by maturity the Notes have not been called and
the price of each Underlying does not close below its Downside Threshold on the Final Valuation Date, we will repay your principal amount per Note at maturity. However, if the price of the Least Performing Underlying is less than
its Downside Threshold on the Final Valuation Date, we will pay less than the principal amount, if anything, resulting in a loss on your initial investment that is proportionate to the decline in the price of the Least Performing
Underlying from the trade date to the Final Valuation Date. The contingent repayment of principal only applies if you hold the Notes until maturity. Any payment on the Notes, including any repayment of principal, is subject to our
creditworthiness.
|
Trade Date
|
April 26, 2019
|
Settlement Date
|
April 30, 2019
|
Coupon Observation Dates1
|
Quarterly (see page 6)
|
Call Observation Dates1
|
Quarterly (callable after six months) (see page 6)
|
Final Valuation Date1
|
April 26, 2022
|
Maturity Date1
|
April 29, 2022
|
1 |
Subject to postponement if a market disruption event occurs, as described under “General Terms of the Notes — Payment at Maturity” in the accompanying product prospectus
supplement no. UBS-TACYN-1.
|
NOTICE TO INVESTORS: THE NOTES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE ISSUER IS NOT NECESSARILY
OBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT OF THE NOTES AT MATURITY, AND THE NOTES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE LEAST PERFORMING UNDERLYING. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING OUR
DEBT OBLIGATION. YOU SHOULD NOT PURCHASE THE NOTES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE NOTES.
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER ‘‘KEY RISKS’’ BEGINNING ON PAGE 7, THE RISKS DESCRIBED UNDER “RISK
FACTORS” BEGINNING ON PAGE PS-5 OF THE PRODUCT PROSPECTUS SUPPLEMENT NO. UBS-TACYN-1 AND UNDER ‘‘RISK FACTORS’’ BEGINNING ON PAGE S-1 OF THE PROSPECTUS SUPPLEMENT BEFORE PURCHASING ANY NOTES. EVENTS RELATING TO ANY OF THOSE RISKS, OR
OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR NOTES. YOU MAY LOSE SOME OR ALL OF YOUR INITIAL INVESTMENT IN THE NOTES.
|
Note Offering
|
Underlyings (Least
Performing of)
|
Tickers
|
Contingent
Coupon Rate
|
Initial Prices
|
Downside Thresholds*
|
Coupon Barriers*
|
CUSIP
|
ISIN
|
SPDR® Dow Jones® Industrial Average ETF
|
DIA
|
7.40% per annum
|
$265.34
|
$185.74, which is 70% of its Initial Price
|
$185.74, which is 70% of its Initial Price
|
78014H581
|
US78014H5818
|
iShares® MSCI Emerging Markets ETF
|
EEM
|
$43.88
|
$30.72, which is 70% of its Initial Price
|
$30.72, which is 70% of its Initial Price
|
Price to Public
|
Fees and Commissions(1)
|
Proceeds to Us
|
||||
Offering of the Notes
|
Total
|
Per Note
|
Total
|
Per Note
|
Total
|
Per Security
|
Notes linked to the Least Performing Underlying Between the SPDR® Dow Jones® Industrial Average ETF and the iShares® MSCI
Emerging Markets ETF
|
$6,098,000
|
$10.00
|
$121,960
|
$0.20
|
$5,976,040
|
$9.80
|
UBS Financial Services Inc.
|
RBC Capital Markets, LLC
|
Additional Information About Royal Bank of Canada and the Notes
|
♦ |
Product prospectus supplement no. UBS-TACYN-1 dated October 3, 2018:
|
♦ |
Prospectus supplement dated September 7, 2018:
|
♦ |
Prospectus dated September 7, 2018:
|
Investor Suitability
|
♦ |
You fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire initial investment.
|
♦ |
You can tolerate a loss of all or a substantial portion of your investment and are willing to make an investment that may have the same downside market risk as an investment in
the securities composing the Least Performing Underlying.
|
♦ |
You believe the closing prices of both Underlyings will be equal to or greater than their respective Coupon Barriers on most or all of the Coupon Observation Dates (including
the Final Valuation Date).
|
♦ |
You are willing to make an investment whose return is limited to the applicable Contingent Coupon payments, regardless of any potential appreciation of the Underlyings, which
could be significant.
|
♦ |
You do not seek guaranteed current income from this investment and are willing to forgo the dividends paid on the equity securities held by the Underlyings.
|
♦ |
You can tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside price fluctuations of the Underlyings.
|
♦ |
You are willing to invest in Notes for which there may be little or no secondary market and you accept that the secondary market will depend in large part on the price, if any,
at which RBC Capital Markets, LLC, which we refer to as “RBCCM,” is willing to purchase the Notes.
|
♦ |
You are willing to invest in the Notes based on the Contingent Coupon Rate set forth on the cover page of this pricing supplement.
|
♦ |
You are willing to accept individual exposure to each Underlying and that the performance of the Least Performing Underlying will not be offset or mitigated by the performance
of the other Underlying.
|
♦ |
You understand and accept the risks associated with the Underlyings.
|
♦ |
You are willing to invest in securities that may be called early and you are otherwise willing to hold such securities to maturity.
|
♦
|
You are willing to assume our credit risk for all payments under the Notes, and understand that if we default on our obligations, you may not receive any
amounts due to you, including any repayment of principal.
|
♦ |
You do not fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire initial investment.
|
♦ |
You cannot tolerate a loss on your investment and require an investment designed to provide a full return of principal at maturity.
|
♦ |
You are not willing to make an investment that may have the same downside market risk as an investment in the Least Performing Underlying.
|
♦ |
You believe that the price of either Underlying will decline during the term of the Notes and is likely to close below its Coupon Barrier on most or all of the Coupon
Observation Dates and below its Downside Threshold on the Final Valuation Date.
|
♦ |
You seek an investment that participates in the full appreciation in the prices of the Underlyings or that has unlimited return potential.
|
♦ |
You cannot tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside price fluctuations of the Least Performing Underlying.
|
♦ |
You are unwilling to invest in the Notes based on the Contingent Coupon Rate set forth on the cover page of this pricing supplement.
|
♦ |
You do not understand or accept the risks associated with the Underlyings.
|
♦ |
You are unwilling to accept individual exposure to each Underlying and that the performance of the Least Performing Underlying will not be offset or mitigated by the performance
of the other Underlying.
|
♦ |
You seek guaranteed current income from this investment or prefer to receive the dividends paid on the Underlyings.
|
♦ |
You are unable or unwilling to hold securities that may be called early, or you are otherwise unable or unwilling to hold such securities to maturity or you seek an investment
for which there will be an active secondary market for the Notes.
|
♦ |
You are not willing to assume our credit risk for all payments under the Notes, including any repayment of principal.
|
|
Final Terms of the Notes1
|
Issuer:
|
Royal Bank of Canada
|
|
Principal
Amount per
Note:
|
$10 per Note
|
|
Term:
|
Approximately three years, if not previously
called
|
|
Underlyings:
|
The SPDR® Dow Jones® Industrial Average ETF (“DIA”) and the iShares®
MSCI Emerging Markets ETF (“EEM”) (each, an “Underlying”)
|
|
Closing
Price:
|
With respect to each Underlying, on any trading day, the last reported sale price on the
principal national securities exchange in the U.S. on which it is listed for trading, as determined by the calculation agent.
|
|
Initial Price:
|
With respect to each Underlying, its closing price on the trade date, as indicated on the cover page
|
|
Final Price:
|
With respect to each Underlying, its closing price on the Final Valuation Date.
|
|
Contingent
Coupon:
|
If the closing prices of both Underlyings are equal to or greater than their respective Coupon Barriers on any
Coupon Observation Date, we will pay you the Contingent Coupon applicable to that Coupon Observation Date.
If the closing price of either Underlying is
less than its Coupon Barrier on any Coupon Observation Date, the Contingent Coupon applicable to that Coupon Observation Date
will not accrue or be payable, and we will not make
any payment to you on the relevant Contingent Coupon Payment Date.
The Contingent Coupon is a fixed amount based upon equal quarterly installments at the Contingent Coupon Rate, which is a per annum
rate as set forth below.
|
|
Contingent Coupon payments on the Notes are not guaranteed. We will not pay you the Contingent Coupon for any Coupon
Observation Date on which the closing price of either Underlying is less than its Coupon Barrier.
|
||
Contingent
Coupon
Rate:
|
7.40% per annum
|
|
Coupon
Barrier:
|
With respect to each Underlying, 70% of its Initial Price, as indicated on the cover page (as may be adjusted in the case of certain adjustment events as described under “General Terms of the Notes —
Anti-dilution Adjustments” in the product prospectus supplement). The Coupon Barrier equals the Downside Threshold.
|
|
Downside
Threshold:
|
With respect to each Underlying, 70% of its Initial Price, as indicated on the cover page (as may be adjusted in the case of
certain adjustment events as described under “General Terms of the Notes — Anti-dilution Adjustments” in the product prospectus supplement). The Downside Threshold equals the Coupon Barrier.
|
|
Automatic
Call
|
The Notes will be called automatically if the closing prices of both Underlyings on any Call
|
Feature: |
Observation Date (beginning after six months and set forth on page 6) are greater than or equal
to their respective Initial Prices.
If the Notes are called, we will pay you on the corresponding Coupon Payment Date (which will be
the “Call Settlement Date”) a cash payment per Note equal to the principal amount per Note plus the applicable Contingent Coupon payment otherwise due on that day (the “Call Settlement Amount”). No further amounts will be owed to you
under the Notes.
|
|
Payment at
Maturity:
|
If the Notes are not called and the Final Prices of both Underlyings are
equal to or greater than their respective Downside Thresholds and the Coupon Barriers, we will pay you a cash payment per Note on the maturity date equal to $10 plus the Contingent Coupon otherwise due on the maturity date.
If the Notes are not called and the Final Price of the Least Performing
Underlying is less than its Downside Threshold, we will pay you a cash payment on the maturity date of less than the principal amount, if anything, resulting in a loss on your initial investment that is proportionate to the negative
Underlying Return of the Least Performing Underlying, equal to:
$10.00 + ($10.00 × Underlying Return of the Least Performing Underlying)
|
|
Least
Performing
Underlying:
|
The Underlying with the lowest Underlying Return.
|
|
Underlying
Return:
|
With respect to each Underlying,
Final Price – Initial Price
Initial Price
|
|
Investment Timeline
|
Trade Date
|
The Initial Price, Downside Threshold and Coupon Barrier of each Underlying were determined. The Contingent Coupon Rate was set.
|
||
Quarterly
(beginning
after six
months):
|
If the closing prices of both Underlyings are equal to or greater than their respective Coupon Barriers on any Coupon
Observation Date, we will pay you a Contingent Coupon payment on the applicable Coupon Payment Date.
The Notes will be called if the closing prices of both Underlyings on any Call Observation Date (beginning after six
months) are equal to or greater than their respective Initial Prices. If the Notes are called, we will pay you a cash payment per Note equal to $10 plus the Contingent Coupon
otherwise due on that date.
|
||
Maturity Date:
|
The Final Price of each Underlying is observed on the Final Valuation Date.
If the Notes have not been called and the Final Prices of both Underlyings are equal to or greater than their respective
Downside Thresholds (and their respective Coupon Barriers), we will repay the principal amount equal to $10 per Note plus the Contingent Coupon otherwise due on the maturity date.
If the Notes have not been called and the Final Price of the Least Performing Underlying is less than its Downside
Threshold, we will pay less than the principal amount, if anything, resulting in a loss on your initial investment proportionate to the decline of the Least Performing Underlying, for an amount equal to:
$10 + ($10 × Underlying Return of the Least Performing Underlying) per Note
|
||
|
Coupon Observation Dates and Coupon Payment Dates*
|
Coupon Observation Dates
|
Coupon Payment Dates
|
July 26, 2019
|
July 30, 2019
|
October 28, 2019(1)
|
October 30, 2019(2)
|
January 27, 2020(1)
|
January 29, 2020(2)
|
April 27, 2020(1)
|
April 29, 2020(2)
|
July 27, 2020(1)
|
July 29, 2020(2)
|
October 26, 2020(1)
|
October 28, 2020(2)
|
January 26, 2021(1)
|
January 28, 2021(2)
|
April 26, 2021(1)
|
April 28, 2021(2)
|
July 26, 2021(1)
|
July 28, 2021(2)
|
October 26, 2021(1)
|
October 28, 2021(2)
|
January 26, 2022(1)
|
January 28, 2022(2)
|
April 26, 2022(1)(3)
|
April 28, 2022(2)(4)
|
(1) |
These Coupon Observation Dates are also Call Observation Dates.
|
(2) |
These Coupon Payment Dates are also Call Settlement Dates.
|
(3) |
This is also the Final Valuation Date.
|
(4) |
This is also the maturity date.
|
Key Risks
|
♦ |
Risk of Loss at Maturity — The Notes differ from ordinary debt securities in that we will not necessarily
repay the full principal amount of the Notes at maturity. If the Notes are not called, we will repay you the principal amount of your Notes in cash only if the Final Price of each Underlying is greater than or equal to its Downside
Threshold, and we will only make that payment at maturity. If the Notes are not called and the Final Price of the Least Performing Underlying is less than its Downside Threshold, you will lose some or all of your initial investment
in an amount proportionate to the decline in the price of the Least Performing Underlying.
|
♦ |
The Contingent Repayment of Principal Applies Only at Maturity — If the Notes are not automatically
called, you should be willing to hold your Notes to maturity. If you are able to sell your Notes prior to maturity in the secondary market, if any, you may have to do so at a loss relative to your initial investment, even if the
prices of both Underlyings are above their respective Downside Thresholds.
|
♦ |
You May Not Receive any Contingent Coupons — We will not necessarily make periodic Contingent Coupon
payments on the Notes. If the closing prices of one or both Underlyings on a Coupon Observation Date is less than their respective Coupon Barriers, we will not pay you the Contingent Coupon applicable to that Coupon Observation
Date. If the closing prices of at least one Underlying is less than its Coupon Barrier on each of the Coupon Observation Dates, we will not pay you any Contingent Coupons during the term of, and you will not receive a positive
return on, your Notes. Generally, this non-payment of the Contingent Coupon coincides with a period of greater risk of principal loss on your Notes. Accordingly, if we do not pay the Contingent Coupon on the maturity date, you will
incur a loss of principal, because the Final Price of the Least Performing Underlying will be less than its Downside Threshold.
|
♦ |
The Call Feature and the Contingent Coupon Feature Limit Your Potential Return — The return potential of
the Notes is limited to the pre-specified Contingent Coupon Rate, regardless of the appreciation of the Underlyings. In addition, the total return on the Notes will vary based on the number of Coupon Observation Dates on which the
Contingent Coupon becomes payable prior to maturity or an automatic call. Further, if the Notes are called due to the automatic call feature, you will not receive any Contingent Coupons or any other payment in respect of any Coupon
Observation Dates after the applicable Call Settlement Date. Since the Notes could be called as early as the first Call Observation Date, the total return on the Notes could be limited to six months. If the Notes are not called,
you may be subject to the full downside performance of the Least Performing Underlying, even though your potential return is limited to the Contingent Coupon Rate. Generally, the longer the Notes are outstanding, the less likely it
is that they will be automatically called due to the decline in the prices of the Underlyings and the shorter time remaining for the prices of the Underlyings to recover. As a result, the return on an investment in the Notes could
be less than the return on a direct investment in the Underlyings or on a similar security that allows you to participate in the appreciation of the prices of the Underlyings.
|
♦ |
The Contingent Coupon Rate Per Annum Payable on the Notes Will Reflect in Part the Volatility of the
Underlyings, and May Not Be Sufficient to Compensate You for the Risk of Loss at Maturity — "Volatility” refers to the frequency and magnitude of changes in the prices of the Underlyings. The greater the volatility of the
Underlyings, the more likely it is that the price of either Underlying could close below its Downside Threshold on the Final Valuation Date. This risk will generally be reflected in a higher Contingent Coupon Rate for the Notes than
the rate payable on our conventional debt securities with a comparable term. In addition, lower correlation between the Underlyings can also indicate a greater likelihood of one Underlying closing below its Coupon Barrier or
Downside Threshold on a Coupon Observation Date or Final Valuation Date. This greater risk will also be reflected in a higher Contingent Coupon Rate than on a security linked to Underlyings with a greater degree of correlation.
However, while the Contingent Coupon Rate was set on the trade date, the Underlyings’ volatility and correlation can change significantly over the term of the Notes, and may increase. The prices of one or both of the Underlyings
could fall sharply as of the Final Valuation Date, which could result in missed Contingent Coupon payments and a significant loss of your principal.
|
♦ |
Reinvestment Risk — The Notes will be called automatically if the closing prices of both Underlyings are
equal to or greater than their respective Initial Prices on any Call Observation Date. In the event that the Notes are called prior to maturity, there is no guarantee that you will be able to reinvest the proceeds from an investment
in the Notes at a comparable rate of return for a similar level of risk. To the extent you are able to reinvest your proceeds in an investment comparable to the Notes, you will incur transaction costs and the original issue price
for such an investment is likely to include certain built in costs such as dealer discounts and hedging costs.
|
♦ |
The Notes Are Subject to Our Credit Risk — The Notes are subject to our credit risk, and our credit ratings and credit spreads may adversely affect the market value of the Notes. Investors are dependent on our ability to pay all amounts due on the Notes, and
therefore investors are subject to our credit risk and to changes in the market’s view of our creditworthiness. Any decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is
likely to adversely affect the value of the Notes. 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.
|
♦ |
The Notes Will be Subject to Risks, Including Non-Payment in Full, Under Canadian Bank Resolution Powers
— Under Canadian bank resolution powers, the Canada Deposit Insurance Corporation (“CDIC”) may, in circumstances where we have ceased, or are about to cease, to be viable, assume temporary control or ownership over us and may be
granted broad powers by one or more orders of the Governor in Council (Canada), including the power to sell or dispose of all or a part of our assets, and the power to carry out or cause us to carry out a transaction or a series of
transactions the purpose of which is to restructure our business. See “Description of Debt Securities — Canadian Bank Resolution Powers” in the accompanying prospectus for a
description of the Canadian bank resolution powers, including the bail-in regime. If the CDIC were to take action under the Canadian bank resolution powers with respect to us, holders of the Notes could be exposed to losses.
|
♦ |
The Initial Estimated Value of the Notes Is Less than the Price to the Public — The initial estimated
value for the Notes that is set forth on the cover page of this pricing supplement is less than the public offering price you pay for 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 prices of the Underlyings, the borrowing rate we pay to issue securities of this kind, and the inclusion in the price to public of underwriting commission and our
estimated profit and the 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
|
♦ |
Our Initial Estimated Value of the Notes Is an Estimate Only, Calculated as of the Time the Terms of the Notes
Were Set — 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 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.
|
♦ |
Owning the Notes Is Not the Same as Owning an Underlying or the Stocks Comprising an Underlying’s Underlying
Index — The return on your Notes may not reflect the return you would realize if you actually owned an Underlying or stocks included in an Underlying’s underlying index. As a holder of the Notes, you will not have voting
rights or rights to receive dividends or other distributions or other rights that holders of an Underlying or these stocks would have, and any such dividends will not be incorporated in the determination of the Underlying Return for
either Underlying.
|
♦ |
You Will Not Have Any Shareholder Rights and Will Have No Right to Receive Any Shares of
the Underlyings at Maturity — Investing in the Notes will not make you a holder of any shares of the Underlyings or any securities held by the
Underlyings. Neither you nor any other holder or owner of the Notes will have any voting rights, any right to receive dividends or other distributions, or any other rights with respect to the Underlyings or such other securities.
|
♦ |
Changes That Affect the Underlying Indices Will Affect the Market Value of the Notes and
the Amount You Will Receive at Maturity — The policies of the index sponsors concerning the calculation of the underlying indices, additions, deletions
or substitutions of the components of the underlying indices and the manner in which changes affecting those components, such as stock dividends, reorganizations or mergers, may be reflected in the underlying indices and,
therefore, could affect the share prices of the Underlyings, the amount payable on the Notes, and the market value of the Notes prior to maturity. The amount payable on the Notes and their market value could also be affected if an
index sponsor changes these policies, for example, by changing the manner in which it calculates the applicable underlying index, or if an index sponsor discontinues or suspends the calculation or publication of the applicable
underlying index.
|
♦ |
We Have No Affiliation with Any Index Sponsor and Will Not Be Responsible for Its Actions — The index sponsors are not affiliates of ours and will not be involved in the offering of the Notes in any way. Consequently, we have no control over the actions
of the index sponsors, including any actions of the type that would require the calculation agent to adjust the payment to you at maturity. The index sponsors have no obligation of any sort with respect to the Notes. Thus, the
index sponsors have no obligation to take your interests into consideration for any reason, including in taking any actions that might affect the value of the Notes. None of our proceeds from the issuance of the Notes will be
delivered to the index sponsors.
|
♦ |
Adjustments to an Underlying Could Adversely Affect the Notes — The sponsor and advisor of each Underlying is responsible for calculating and maintaining the respective Underlyings. These entities can add, delete or substitute
the stocks comprising the respective Underlyings or make other methodological changes that could change the share prices of the Underlyings at any time. If one or more of these events occurs, the calculation of the amount payable
at maturity may be adjusted to reflect such event or events. Consequently, any of these actions could adversely affect the amounts payable on the Notes and/or the market value of the Notes.
|
♦ |
We and Our Affiliates Do Not Have Any Affiliation With the Investment Advisors of the
Underlyings and Are Not Responsible for Their Public Disclosure of Information — We and our affiliates are not affiliated with the investment advisors
of the Underlyings in any way and have no ability to control or predict their actions, including any errors in or discontinuance of disclosure regarding their methods or policies relating to the Underlyings. These entities are not
involved in the offering of the Notes in any way and have no obligation to consider your interests as an owner of the Notes in taking any actions relating to the Underlyings that might affect the value of the Notes. Neither we
nor any of our affiliates has independently verified the adequacy or accuracy of the information about the investment advisors or the Underlyings contained in any public disclosure of information. You, as an investor in the
Notes, should make your own investigation into the Underlyings.
|
♦ |
The Correlation Between the Performance of Each Underlying and the Performance of its
Respective Underlying Index May Be Imperfect — The performance of an Underlying is linked principally to the performance of its underlying index.
However, because of the potential discrepancies identified in more detail in the product prospectus supplement, the return on each Underlying may correlate imperfectly with the return on its underlying index. Further, the
performance of an Underlying may not exactly replicate the performance of its underlying index, because an Underlying will reflect transaction costs and fees that are not included in the calculation of its underlying index.
|
♦ |
Historical Prices of any Underlying Should Not Be Taken as an Indication of its Future Price During the Term of
the Notes — The trading prices of the Underlyings will determine the value of the Notes at any given time. As it is impossible to predict whether the price of any Underlying will rise or fall, and trading prices of the
common stocks held by the Underlyings will be influenced by complex and interrelated political, economic, financial and other factors that can affect the issuers of those stocks, and therefore, the value of the Underlyings.
|
♦ |
Management Risk — The Underlyings are 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, these Underlyings,
|
♦ |
Your Return on the Notes Is Not Linked to a Basket Consisting of the Underlyings. Rather, It Will Be Contingent
Upon the Performance of Each Individual Underlying — Unlike an instrument with a return linked to a basket of Underlyings or other underlying assets, in which risk is mitigated and diversified among all of the components
of the basket, you will be exposed equally to the risks related to both of the Underlyings. Poor performance by either one of the Underlyings over the term of the Notes may negatively affect your return and will not be offset or
mitigated by a positive performance by the other Underlying. For the Notes to be automatically called or to receive any Contingent Coupon payment or contingent repayment of principal at maturity from us, both Underlyings must close
above their Initial Prices, Coupon Barriers and Downside Thresholds, respectively, on the applicable Coupon Observation Date. In addition, if not called prior to maturity, you may incur a loss proportionate to the negative return of
the Least Performing Underlying. Accordingly, your investment is subject to the market risk of each Underlying, which results in a higher risk of your not receiving Contingent Coupon payments and incurring a loss at maturity.
|
♦ |
Because the Notes Are Linked to the Individual Performance of More than One Underlying, It Is More Likely that
One of the Underlyings Will Decrease in Value Below its Coupon Barrier and its Downside Threshold, Increasing the Probability That You Will Not Receive the Contingent Coupons and that You Will Lose Some or All of Your Initial
Investment — The risk that you will not receive the Contingent Coupons and that you will lose some or all of your initial investment in the Notes
is greater if you invest in the Notes as opposed to securities that are linked to the performance of a single Underlying if their terms are otherwise substantially similar. With a greater total number of Underlyings, it is more
likely that an Underlying will be below its Coupon Barrier or Downside Threshold on a Coupon Observation Date or the Final Valuation Date, and therefore it is more likely that you will not receive the Contingent Coupons and that at
maturity you will receive an amount in cash which is worth less than your principal amount. In addition, the performances of a pair of Underlyings may be positively or negatively correlated, or may not be correlated at all. If the
Underlyings are not correlated to each other or are negatively correlated, there is a greater potential for one of those Underlyings to close below its Coupon Barrier or Downside Threshold or on the Final Valuation Date,
respectively, and therefore the risk of missing a Contingent Coupon payment and that you will lose a portion of your principal at maturity.
|
♦ |
An Investment in the Notes is Subject to Risks Associated with Foreign Securities Markets — Because foreign companies or foreign equity securities held by the EEM are publicly traded in the applicable foreign countries and trade in currencies other
than U.S. dollars, investments in the Notes involve particular risks. For example, the foreign securities markets may be more volatile than the U.S. securities markets, and market developments may affect these markets differently
from the United States or other securities markets. Direct or indirect government intervention to stabilize the securities markets outside the United States, as well as cross-shareholdings in certain companies, may affect trading
prices and trading volumes in those markets. Also, the public availability of information concerning the foreign issuers may vary depending on their home jurisdiction and the reporting requirements imposed by their respective
regulators. In addition, the foreign issuers may be subject to accounting, auditing and financial reporting standards and requirements that differ from those applicable to United States reporting companies.
|
♦ |
An Investment in the Notes is Subject to Emerging Markets Risk — Investments in securities linked
directly or indirectly to emerging market equity securities, such as the EEM, involve many risks, including, but not limited to: economic, social, political, financial and military conditions in the emerging market; regulation by
national, provincial, and local governments; less liquidity and smaller market capitalizations than exist in the case of many large U.S. companies; different accounting and disclosure standards; and political uncertainties. Stock
prices of emerging market companies may be more volatile and may be affected by market developments differently than U.S. companies. Government intervention to stabilize securities markets and cross-shareholdings may affect prices
and volume of trading of the securities of emerging market companies. Economic, social, political, financial and military factors could, in turn, negatively affect such companies’ value. These factors could include changes in the
emerging market government’s economic and fiscal policies, possible imposition of, or changes in, currency exchange laws or other laws or restrictions applicable to the emerging market companies or investments in their securities,
and the possibility of fluctuations in the rate of exchange between currencies. Moreover, emerging market economies may differ favorably or unfavorably from the U.S. economy in a variety of ways, including growth of gross national
product, rate of inflation, capital reinvestment, resources and self-sufficiency. You should carefully consider the risks related to emerging markets, to which the Notes are highly susceptible, before making a decision to invest in
the Notes.
|
♦ |
Exchange Rate Risk — The
share price of the EEM 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 currencies in which the stocks held by the EEM are traded. Accordingly, investors
in the Notes will be exposed to currency exchange rate risk with respect to each of the currencies in which the stocks held by the EEM 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 of the EEM will be adversely affected and the price of the EEM, and consequently, the market value of the Notes
may decrease.
|
♦ |
No Assurance that the Investment View Implicit in the Notes Will Be Successful — It is impossible to
predict whether and the extent to which the prices of the Underlyings will rise or fall. The closing prices of the Underlyings will be influenced by complex and interrelated political, economic, financial and other factors that affect the Underlyings. You should be willing to accept the downside risks of owning equities in general and the Underlyings in particular,
and the risk of losing some or all of your initial investment.
|
♦ |
Lack of Liquidity — The Notes will not be listed on any securities exchange. RBCCM intends to offer to
purchase the Notes in the secondary market, but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily. 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 is willing to buy the Notes.
|
♦ |
Potential Conflicts — We and our affiliates play a variety of roles in connection with the issuance of
the Notes, including hedging our obligations under the Notes. In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the
Notes.
|
♦ |
Potentially Inconsistent Research, Opinions or Recommendations by RBCCM, UBS or Their Affiliates — RBCCM, UBS or their affiliates may publish research, express opinions or provide recommendations as to the Underlyings that are inconsistent with investing in or holding the Notes, and which may be revised at any time. Any such research, opinions or recommendations could affect the value of the Underlyings,
and therefore the market value of the Notes.
|
♦ |
Uncertain Tax Treatment — Significant aspects of the tax treatment of an investment in the Notes are
uncertain. You should consult your tax adviser about your tax situation.
|
♦ |
Potential Royal Bank of Canada and UBS Impact on Price — Trading or transactions by us, UBS or our
respective affiliates in one or both of the Underlyings or the securities included in an Underlying’s underlying index, or in futures, options, exchange-traded funds or other derivative products on the Underlyings or those
securities may adversely affect the market value of the Underlyings or the closing prices of the Underlyings, and, therefore, the market value of the Notes.
|
♦ |
The Terms of the Notes at Issuance Were Influenced and Their Market Value Prior to Maturity Will Be Influenced
by Many Unpredictable Factors — Many economic and market factors influenced the terms of the Notes at issuance and will influence their value prior to maturity. These factors are similar in some ways to those that could
affect the value of a combination of instruments that might be used to replicate the payments on the Notes, including a combination of a bond with one or more options or other derivative instruments. For the market value of the
Notes, we expect that, generally, the price of the Underlyings on any day will affect the value of the Notes more than any other single factor. However, you should not expect the value of the Notes in the secondary market to vary in
proportion to changes in the prices of the Underlyings. The value of the Notes will be affected by a number of economic and market factors that may either offset or magnify each other, including:
|
♦ |
the price of each Underlying;
|
♦ |
the actual and expected volatility of the price of each Underlying;
|
♦ |
the expected correlation of the Underlyings;
|
♦ |
the time remaining to maturity of the Notes;
|
♦ |
the dividend rates on the securities held by the Underlyings;
|
♦ |
interest and yield rates in the market generally, as well as in each of the markets of the securities held by the Underlyings;
|
♦ |
a variety of economic, financial, political, regulatory or judicial events;
|
♦ |
the occurrence of certain events with respect to the Underlyings that may or may not require an adjustment to the terms of the Notes; and
|
♦ |
our creditworthiness, including actual or anticipated downgrades in our credit ratings.
|
♦ |
The Anti-Dilution Protection for Each Underlying Is Limited — The calculation agent will make adjustments to the Initial Price, Downside Threshold and Coupon Barrier of each Underlying for certain events affecting the shares of the Underlyings. However, the calculation agent will
not be required to make an adjustment in response to all events that could affect an Underlying. If an event occurs that does not require the calculation agent to make an adjustment, the value of the Notes and the payments on the
Notes may be materially and adversely affected.
|
Hypothetical Examples
|
Principal Amount:
|
$10.00
|
Term:
|
Approximately three years
|
Contingent Coupon Rate:
|
7.40% per annum (or 1.85% per quarter)
|
Contingent Coupon**:
|
$0.185 per quarter
|
Coupon Observation Dates:
|
Quarterly
|
Call Observation Dates:
|
Quarterly (callable after six months)
|
Hypothetical Initial Prices*:
|
|
Underlying A:
|
$100.00
|
Underlying B:
|
$100.00
|
Hypothetical Coupon Barriers*:
|
|
Underlying A:
|
$70.00 (which is 70% of its Initial Price)
|
Underlying B:
|
$70.00 (which is 70% of its Initial Price)
|
Hypothetical Downside Thresholds*:
|
|
Underlying A:
|
$70.00 (which is 70% of its Initial Price)
|
Underlying B:
|
$70.00 (which is 70% of its Initial Price)
|
Date
|
Closing Price
|
Payment (per Note)
|
First Coupon Observation Date
|
Underlying A: $100.00 (at or above Initial Price)
|
$0.185 (Contingent Coupon – not callable)
|
Underlying B: $110.00 (at or above Initial Price)
|
||
Second Coupon Observation
Date |
Underlying A: $95.00 (at or above Coupon Barrier; below Initial Price)
|
$0.00 (Notes are not called)
|
Underlying B: $60.00 (below Coupon Barrier)
|
||
Third Coupon Observation
Date
|
Underlying A: $95.00 (at or above Coupon Barrier; below Initial Price)
|
$0.00 (Notes are not called)
|
Underlying B: $60.00 (below Coupon Barrier)
|
||
Fourth Coupon Observation
Date
|
Underlying A: $110.00 (at or above Initial Price)
|
$10.185 (settlement amount)
|
Underlying B: $115.00 (at or above Initial Price)
|
||
Total Payment:
|
$10.37 (3.70% return)
|
Date
|
Closing Price
|
Payment (per Note)
|
First Coupon Observation Date
|
Underlying A: $110.00 (at or above Coupon Barrier; below Initial Price)
|
$0.185 (Contingent Coupon – not callable)
|
Underlying B: $80.00 (at or above Coupon Barrier; below Initial Price)
|
||
Second Coupon Observation
Date |
Underlying A: $50.00 (below Coupon Barrier)
|
$0.00 (Notes are not called)
|
Underlying B: $90.00 (at or above Coupon Barrier; below Initial Price)
|
||
Third Coupon Observation
Date
|
Underlying A: $95.00 (at or above Coupon Barrier; below Initial Price)
|
$0.00 (Notes are not called)
|
Underlying B: $40.00 (below Coupon Barrier)
|
||
Fourth Coupon Observation
Date
|
Underlying A: $95.00 (at or above Coupon Barrier; below Initial Price)
|
$0.00 (Notes are not called)
|
Underlying B: $60.00 (below Coupon Barrier)
|
||
Fifth through Eleventh Coupon Observation Dates
|
Underlying A: Various (below Coupon Barrier)
Underlying B: Various (above Initial Price)
|
$0.00 (Notes are not called)
|
Final Valuation Date
|
Underlying A: $90.00 (at or above Downside Threshold and Coupon Barrier; below Initial Price)
|
$10.185 (Payment at Maturity)
|
Underlying B: $115.00 (at or above Downside Threshold, Coupon Barrier and Initial Price)
|
||
Total Payment:
|
$10.37 (3.70% return)
|
Date
|
Closing Price
|
Payment (per Note)
|
First Coupon Observation Date
|
Underlying A: $85.00 (at or above Coupon Barrier; below Initial Price)
|
$0.185 (Contingent Coupon – not callable)
|
Underlying B: $120.00 (above Initial Price)
|
||
Second Coupon Observation
Date
|
Underlying A: $90.00 (at or above Coupon Barrier; below Initial Price)
|
$0.185 (Contingent Coupon – not called)
|
Underlying B: $80.00 (at or above Coupon Barrier; below Initial Price)
|
||
Third Coupon Observation
Date
|
Underlying A: $220.00 (above Initial Price)
Underlying B: $80.00 (at or above Coupon Barrier; below Initial Price)
|
$0.185 (Contingent Coupon – not called)
|
Fourth Coupon Observation
Date
|
Underlying A: $95.00 (at or above Coupon Barrier; below Initial Price)
|
$0.00 (Notes are not called)
|
Underlying B: $60.00 (below Coupon Barrier)
|
||
Fifth through Eleventh Coupon Observation Dates
|
Underlying A: Various (below Coupon Barrier)
|
$0.00 (Notes are not called)
|
Underlying B: Various (above Initial Price)
|
||
Final Valuation Date
|
Underlying A: $50.00 (below Downside Threshold and Coupon Barrier)
Underlying B: $130.00 (above Initial Price)
|
$10.00 + [$10.00 × Underlying Return] =
$10.00 + [$10.00 × -50%] =
$10.00 - $5.00 =
$5.00 (Payment at Maturity)
|
Total Payment:
|
$5.555 (-44.45% return)
|
What Are the Tax Consequences of the Notes?
|
Information About
the Underlyings
|
• |
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
|
• |
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, are eligible for inclusion in the equity universe. Conversely, mutual funds, ETFs, equity
derivatives and most investment trusts are not eligible for inclusion in the equity universe.
|
• |
Classifying Eligible Securities into the Appropriate Country: each company and its securities (i.e., share classes) are classified in only one country.
|
• |
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.
|
• |
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.
|
• |
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”).
|
• |
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.
|
Correlation of the Underlyings
|
Supplemental Plan of Distribution (Conflicts of Interest)
|
Structuring the Notes
|
Terms Incorporated in Master Note
|
Validity of the Notes
|