ROYAL BANK OF CANADA TERMS AGREEMENT
Exhibit 99.1
ROYAL BANK OF CANADA
TERMS AGREEMENT
X.X. Xxxxxx Securities Inc.
RBC Capital Markets Corporation
As the Representatives of the several Underwriters
c/o X.X. Xxxxxx Securities Inc.
000
Xxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
April 22, 2004
Ladies and Gentlemen:
Royal Bank of Canada, a Canadian chartered bank (the “Bank”), proposes, subject to the terms and conditions stated herein and in the Standard Provisions, dated October 14, 2003 (the “Standard Provisions”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the securities specified in Schedule II hereto (the “Offered Securities”). Each of the provisions of the Standard Provisions is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement, except that each representation and warranty that refers to the Prospectus or the Shelf Prospectus (as therein defined) in Section 2 of the Standard Provisions shall be deemed to be a representation or warranty as of the date of the Standard Provisions in relation to the Prospectus or the Shelf Prospectus, and also a representation and warranty as of the date of this Terms Agreement in relation to the Prospectus or the Shelf Prospectus, as the case may be, each as amended or supplemented to the date hereof and each as amended or supplemented relating to the Offered Securities that are the subject of this Terms Agreement. Each reference to the Representatives herein and in the provisions of the Standard Provisions so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Standard Provisions are used herein as therein defined. The representative designated to act on behalf of each of the Underwriters of the Offered Securities pursuant to Section 12 of the Standard Provisions and the address of the Representative referred to in such Section 12 is set forth at the end of Schedule II hereto.
An amendment and/or supplement to each of the Prospectus and the Shelf Prospectus, each in the form heretofore delivered to you is now proposed to be filed with the Commission pursuant to General Instruction II.K., in the case of the Prospectus, and with the CVMQ pursuant to Québec Securities Laws, in the case of the Shelf Prospectus.
Subject to the terms and conditions set forth herein and in the Standard Provisions incorporated herein by reference, the Bank agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from
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the Bank, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Offered Securities set forth opposite the name of such Underwriters in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and return to us ten (10) counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Standard Provisions incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Bank.
Very truly yours, | ||||
ROYAL BANK OF CANADA | ||||
By: | /s/ Xxx XxxXxx | |||
Name: | ||||
Title: | ||||
By: | /s/ Xxxx Xxxxxxx | |||
Name: Xxxx Xxxxxxx | ||||
Title: Vice President, Subsidiaries and Liquidity |
Accepted as of the date hereof: | ||
X.X. XXXXXX SECURITIES INC. | ||
RBC CAPITAL MARKETS CORPORATION | ||
As Representatives for themselves and the other underwriters named in Schedule I attached hereto |
||
X.X. XXXXXX SECURITIES INC. | ||
By:
|
/s/ Xxxxx Xxxxxx | |
Xxxxx Xxxxxx | ||
Vice President | ||
RBC CAPITAL MARKETS CORPORATION | ||
By:
|
/s/ Xxxxx Xxxx | |
Xxxxx Xxxx | ||
Managing Director |
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SCHEDULE I
Principal Amount of Offered | ||||
Underwriters |
Securities to be Purchased |
|||
X.X. Xxxxxx Securities Inc. |
US$ | 337,500,000 | ||
RBC Capital Markets Corporation |
337,500,000 | |||
Citigroup Global Markets Inc. |
18,750,000 | |||
Xxxxxx Xxxxxxx & Co. Incorporated |
18,750,000 | |||
Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated |
18,750,000 | |||
UBS Securities LLC |
18,750,000 | |||
Total |
US$ | 750,000,000 | ||
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SCHEDULE II
Title of Offered Securities:
3.875% Senior Notes due 2009 |
Status:
Senior debt securities of the Bank ranking equally with all other unsecured and unsubordinated debt of the Bank including deposit liabilities, other than certain governmental claims in accordance with applicable law. |
Aggregate principal amount:
US$750,000,000
Price to Public:
99.747% of the principal amount of the Offered Securities, plus accrued interest, if any. |
Purchase Price by Underwriters:
99.497% of the principal amount of the Offered Securities, plus accrued interest, if any. |
Payment of Expenses:
The Underwriters have agreed to reimburse the Bank for $270,000 of the Bank’s expenses in connection with the offering of the Offered Securities, including the expense of the preparation by Xxxxx Xxxx & Xxxxxxxx of six hardbound corporate histories of the offering for the Bank and its counsel, and an additional $555,000 of the Bank’s expenses relating to the filing of the Registration Statement to which the Prospectus relates. |
Form of Offered Securities:
Book-entry only form represented by one or more global securities deposited with The Depository Trust Company (“DTC”) or its designated custodian, including for the accounts of Euroclear Bank S.A./N.V. and Clearstream Banking S.A., to be made available for checking by the Underwriters at least twenty-four hours prior to the Closing Date at the office of DTC. |
Specified funds for payment of purchase price:
Federal (same-day) funds |
Closing Date:
9:30 a.m. (New York City time), April 29, 2004 |
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Indenture:
Indenture dated as of October 23, 2003, made between the Bank and JPMorgan Chase Bank, as Trustee. |
Maturity Date:
Offered Securities will mature on May 4, 2009. |
Interest Rate:
The Offered Securities will bear interest at 3.875%. |
Interest on the Offered Securities will be computed on the basis of a 360-day year of twelve 30-day months. |
Interest Payment Dates:
Semi-annually in arrears on May 4 and November 4 of each year. |
Redemption Provisions:
No redemption provisions |
Sinking Fund Provisions:
No sinking fund provisions |
Branch of Account:
Toronto Main Branch |
Closing location for delivery of Offered Securities:
Xxxxxxxx & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx |
Additional Closing Conditions:
1. | The Underwriters shall have received a favorable opinion from Xxxxxx Xxxxxxx, Canadian counsel to the Bank, subject to such exceptions and qualifications as would be customary, to the effect that: |
a. | the statements in the Prospectus under the caption “Certain Income Tax Consequences – Certain Canadian Income Tax Considerations,” insofar as such statements constitute a summary of the Canadian tax laws referred to |
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therein, are accurate and fairly summarize in all material respects the Canadian tax laws referred to therein. | ||||
b. | a court of competent jurisdiction in the Province of Ontario would give effect to the choice of the law of the State of New York (“New York law”) as the proper law governing the Indenture (to the extent the Indenture is governed by New York law), the Offered Securities and the Terms Agreement, provided that such choice of law is bona fide (in the sense that it was not made with a view to avoiding the consequences of the laws of any other jurisdiction) and provided that such choice of law is not contrary to public policy, as that term is understood under the laws in the Province of Ontario and the federal laws of Canada applicable therein; | |||
c. | in an action on a final and conclusive judgment in personam of any state or federal court sitting in The City of New York, New York (a “New York Court”) that is not impeachable as void or voidable under New York law, a court of competent jurisdiction in the Province of Ontario would recognize the validity of the appointment by the Bank of National Corporate Research, Ltd. as its agent for service in the United States of America under the Indenture, the Offered Securities and the Terms Agreement and to the provisions in the Indenture, the Offered Securities and the Terms Agreement whereby the Bank has submitted to the jurisdiction of a New York Court; | |||
d. | if the Indenture (to the extent the Indenture is governed by New York Law), the Offered Securities or the Terms Agreement are sought to be enforced in the Province of Ontario in accordance with the laws applicable thereto as chosen by the parties, namely New York law, a court of competent jurisdiction in the Province of Ontario would, subject to the qualifications set out in paragraph (b) above, recognize the choice of New York law, and, upon appropriate evidence as to such law being specifically pleaded and proved, apply such law, provided that none of the provisions of the Indenture, the Offered Securities or the Terms Agreement or of applicable New York law is contrary to public policy, as that term is understood under the laws of the Province of Ontario and the federal laws of Canada applicable therein; provided, however, that, in matters of procedure, the laws of the Province of Ontario will be applied, and a court of competent jurisdiction in the Province of Ontario will retain discretion to decline to hear such action if it is contrary to public policy, as that term is understood under the laws of the Province of Ontario and the federal laws of Canada applicable therein, for such court to do so, or if such court is not the proper forum to hear such an action or if concurrent proceedings are being brought elsewhere; and | |||
e. | a court of competent jurisdiction in the Province of Ontario would enforce a final and conclusive judgment in personam of a New York Court that is subsisting and unsatisfied respecting the enforcement of the Indenture, the |
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Offered Securities and the Terms Agreement that is not impeachable as void or voidable under New York law for a sum certain if: (A) the court rendering such judgment had jurisdiction over the judgment debtor, as recognized by the courts of the Province of Ontario (although submission by the Bank to the jurisdiction of the New York Court pursuant to the Indenture, the Offered Securities and the Terms Agreement will be sufficient for this purpose); (B) such judgment was not obtained by fraud or in a manner contrary to natural justice or in contravention of the fundamental principles of procedure and the decision and enforcement thereof would not be inconsistent with public policy, as such term is understood under the laws of the Province of Ontario and the federal laws of Canada as applicable therein; (C) the enforcement of such judgment does not constitute, directly or indirectly, the enforcement of foreign revenue, expropriatory or penal laws; and (D) the action is commenced within the applicable limitation period; provided that under the Currency Act (Canada), a court of competent jurisdiction in the Province of Ontario may give judgment only in Canadian dollars. |
2. | The Underwriters shall have received an opinion from Xxxxxxxx & Xxxxxxxx LLP, United States counsel to the Bank, to the effect that the statements in the Prospectus under the caption “Certain Income Tax Consequences – Certain United States Federal Income Tax Consequences,” insofar as such statements constitute a summary of the principal United States federal tax consequences of the purchase, ownership and disposition of the Notes, is correct in all material respects as of the date of such opinion. |
Names and addresses of Underwriters:
X.X. Xxxxxx Securities Inc. | ||||
RBC Capital Markets Corporation | ||||
Citigroup Global Markets Inc. | ||||
Xxxxxx Xxxxxxx & Co. Incorporated | ||||
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated | ||||
UBS Securities LLC | ||||
Designated representative: | RBC Capital Markets Corporation | |||
Address for Notices, etc.: | 1 Liberty Plaza | |||
000 Xxxxxxxx | ||||
Xxx Xxxx, Xxx Xxxx 00000 |
Other Terms:
None |
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