ISSUER FREE WRITING PROSPECTUS
Filed Pursuant to Rule 433
Registration Statement No. 333-227001
Dated May 2, 2019
|
Investment Description
|
Features
|
Key Dates1
|
❑ |
Contingent Coupon — We will pay a quarterly Contingent Coupon payment if the closing price of the
Underlying on the applicable Coupon Observation Date is equal to or greater than the Coupon Barrier. 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 that quarter if the closing price of the Underlying on any quarterly Call Observation Date on or after November 4, 2019 is greater than or equal to the Initial Price. 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 the Underlying does not close below the Downside Threshold on the Final Valuation Date, we will repay your principal amount per Note at maturity. If the price of the Underlying closes below the
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 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 Date1
|
May 3, 2019
|
Settlement Date1
|
May 8, 2019
|
Coupon Observation Dates2
|
Quarterly (see page 7)
|
Call Observation Dates2
|
Quarterly, callable after 6 months (see page 7)
|
Final Valuation Date2
|
May 3, 2022
|
Maturity Date2
|
May 6, 2022
|
NOTICE TO INVESTORS: THE NOTES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. WE ARE 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 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 OF THIS FREE WRITING PROSPECTUS, 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.
|
Notes Offerings
|
Underlying
|
Contingent
Coupon Rate
|
Initial Price
|
Downside
Threshold*
|
Coupon Barrier*
|
CUSIP
|
ISIN
|
Common Stock of Alphabet Inc.
(GOOGL)
|
7.00% per annum
|
•
|
72.50% - 77.50% of the Initial Price
|
72.50% - 77.50% of the Initial Price
|
78014H722
|
US78014H7228
|
Common Stock of Intel Corporation
(INTC)
|
8.00% per annum
|
•
|
63.00% - 68.00% of the Initial Price
|
63.00% - 68.00% of the Initial Price
|
78014H730
|
US78014H7301
|
Common Stock of JPMorgan Chase &
Company (JPM)
|
7.00% per annum
|
•
|
68.00% - 73.00% of the Initial Price
|
68.00% - 73.00% of the Initial Price
|
78014H748
|
US78014H7483
|
Common Stock of UnitedHealth Group
Incorporated (UNH)
|
8.00% per annum
|
•
|
65.00% - 70.00% of the Initial Price
|
65.00% - 70.00% of the Initial Price
|
78014H755
|
US78014H7558
|
* To be determined on the Trade Date. The Downside Threshold and Coupon Barrier for each offering will be set to the same percentage.
|
Price to Public
|
Fees and Commissions (1)
|
Proceeds to Us
|
||||
Offering of the Notes
|
Total
|
Per Note
|
Total
|
Per Note
|
Total
|
Per Note
|
Notes Linked to the Common Stock of Alphabet Inc. (GOOGL)
|
•
|
$10.00
|
•
|
$0.20
|
•
|
$9.80
|
Notes Linked to the Common Stock of Intel Corporation (INTC)
|
•
|
$10.00
|
•
|
$0.20
|
•
|
$9.80
|
Notes Linked to the Common Stock of JPMorgan Chase & Company (JPM)
|
•
|
$10.00
|
•
|
$0.20
|
•
|
$9.80
|
Notes Linked to the Common Stock of UnitedHealth Group Incorporated (UNH)
|
•
|
$10.00
|
•
|
$0.20
|
•
|
$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 applicable Underlying.
|
♦ |
You believe the closing price of the applicable Underlying will be equal to or greater than the Coupon Barrier 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 Contingent Coupon payments, regardless of any potential appreciation of the applicable Underlying, which could
be significant.
|
♦ |
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 applicable Underlying.
|
♦ |
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 would be willing to invest in the applicable Notes if the applicable Downside Threshold and Coupon Barrier were set to the top of the range set forth on the cover page of this
free writing prospectus. (The actual Downside Threshold and Coupon Barrier for each Note will be determined on the Trade Date.)
|
♦ |
You do not seek guaranteed current income from this investment and are willing to forgo dividends paid on the applicable Underlying.
|
♦ |
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 applicable Underlying.
|
♦ |
You believe that the price of the applicable Underlying will decline during the term of the Notes and is likely to close below the Coupon Barrier on most or all of the Coupon
Observation Dates and below the Downside Threshold on the Final Valuation Date.
|
♦ |
You seek an investment that participates in the full appreciation in the price of the applicable Underlying 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 applicable Underlying.
|
♦ |
You would not be willing to invest in the applicable Notes if the applicable Downside Threshold and Coupon Barrier were set to the top of the range set forth on the cover page of
this free writing prospectus. (The actual Downside Threshold and Coupon Barrier for each Note will be determined on the Trade Date.)
|
♦ |
You seek guaranteed current income from this investment or prefer to receive the dividends paid on the applicable Underlying.
|
♦ |
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.
|
The suitability considerations identified above are not exhaustive. Whether or
not the Notes are a suitable investment for you will depend on your individual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting, and other advisers have carefully
considered the suitability of an investment in the Notes in light of your particular circumstances. You should also review carefully the “Key Risks” below and “Risk Factors” in the accompanying product prospectus supplement no.
UBS-TACYN-1 for risks related to an investment in the Notes. In addition, you should review carefully
the section below, “Information About the Underlying,” for more information about the Underlying.
|
Indicative Terms of the Notes1
|
|
Issuer:
|
Royal Bank of Canada
|
Principal Amount
per Note:
|
$10.00 per Note
|
Term:2
|
Approximately 3 years, if not previously called
|
Underlying:
|
The common stock of a specific company, as set forth on the cover page of this free writing
prospectus.
|
Closing Price:
|
On any trading day, the last reported sale price of the Underlying 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:
|
The closing price of the Underlying on the Trade Date.
|
Final Price:
|
The closing price of the Underlying on the Final Valuation Date.
|
Contingent
Coupon:
|
If the closing price of the Underlying is equal to or greater than the Coupon Barrier on any Coupon Observation
Date, we will pay you the Contingent Coupon applicable to that Coupon Observation Date.
If the closing price of the Underlying is less than the 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 will be a fixed amount based upon equal quarterly installments at the Contingent Coupon
Rate, which will be a per annum rate as set forth below.
Each Contingent Coupon will be paid to the holders of record of the Notes at the close of business one business day prior to that
Coupon Payment Date whether or not such business day is a business day.
|
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 the Underlying is less than the Coupon Barrier.
|
|
Contingent
Coupon Rate:
|
7% per annum (1.75% per quarter) for the Notes linked to GOOGL.
8% per annum (2% per quarter) for the Notes linked to INTC.
7% per annum (1.75% per quarter) for the Notes linked to JPM.
8% per annum (2% per quarter) for the Notes linked to UNH.
|
Coupon Barrier
and Downside
Threshold:
|
As set forth on the cover page, and as may be adjusted in the case of certain adjustment events as described under “General Terms of
the Securities—Anti-dilution Adjustments” in the product prospectus supplement. The applicable Coupon Barrier for each Note will equal its Downside Threshold.
|
Automatic Call
|
The Notes will be called automatically if the closing price of the Underlying on any Call
|
Feature:
|
Observation Date beginning on November 4, 2019 (set forth on page 6) is greater than or equal to the Initial Price.
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 Price is equal to or greater than
the Downside Threshold and the Coupon Barrier, we will pay you a cash payment per Note on the maturity date equal to $10.00 plus the Contingent Coupon otherwise due on the
maturity date.
If the Notes are not called and the Final Price is less than the 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, equal to:
$10.00 + ($10.00 × Underlying Return)
|
Underlying
Return:
|
Final Price – Initial Price
Initial Price
|
|
Investment Timeline
|
Trade Date:
|
The Initial Price of each Underlying is observed. Each Downside Threshold and Coupon Barrier are determined.
|
||
Quarterly
(beginning
after six
months):
|
If the closing price of the applicable Underlying is equal to or greater than the Coupon Barrier 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 price of the applicable Underlying on any Call Observation Date beginning on
November 4, 2019 is equal to or greater than the Initial Price. 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 the applicable Underlying is observed on the Final Valuation Date.
If the Notes have not been called and the applicable Final Price is equal to or greater than the Downside Threshold
(and the Coupon Barrier), 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 applicable Final Price is less than the Downside Threshold, we will repay
less than the principal amount, if anything, resulting in a loss on your initial investment proportionate to the decline of the Underlying, for an amount equal to:
$10 + ($10 × Underlying Return) per Note
|
||
Coupon Observation Dates and Coupon Payment Dates*
|
Coupon Observation Dates
|
Coupon Payment Dates
|
August 5, 2019
|
August 7, 2019
|
November 4, 2019(1)
|
November 6, 2019(2)
|
February 3, 2020(1)
|
February 5, 2020(2)
|
May 5, 2020(1)
|
May 7, 2020(2)
|
August 3, 2020(1)
|
August 5, 2020(2)
|
November 3, 2020(1)
|
November 5, 2020(2)
|
February 3, 2021(1)
|
February 5, 2021(2)
|
May 4, 2021(1)
|
May 6, 2021(2)
|
August 3, 2021(1)
|
August 5, 2021(2)
|
November 3, 2021(1)
|
November 5, 2021(2)
|
February 3, 2022(1)
|
February 7, 2022(2)
|
May 3, 2022(3)
|
May 6, 2022(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 the applicable Underlying is greater than or equal to the
Downside Threshold, and will only make that payment at maturity. If the Notes are not called and the Final Price is less than the Downside Threshold, you will lose some or all of your initial investment in an amount proportionate to
the decline in the price of the 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 price of the
Underlying is above the Downside Threshold.
|
♦ |
You May Not Receive any Contingent Coupons — We will not necessarily make periodic Contingent Coupon
payments on the Notes. If the closing price of the applicable Underlying on a Coupon Observation Date is less than the Coupon Barrier, we will not pay you the Contingent Coupon applicable to that Coupon Observation Date. If the
closing price of the Underlying is less than the 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 will be less than the 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 applicable Underlying. 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 Call Observation Date beginning on November 4, 2019, the total return on the Notes could be minimal. If the Notes are
not called, you may be subject to the full downside performance of the 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 price of the Underlying and the shorter time remaining for the price of the Underlying 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 Underlying or on a similar security that allows you to participate in the appreciation of the price of the Underlying.
|
♦ |
The Contingent Coupon Rate Per Annum Payable on the Notes Will Reflect in Part the Volatility of the Applicable
Underlying, 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 price of the applicable Underlying. The greater the volatility of
the Underlying, the more likely it is that the price of that equity could close below the 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. However, while the Contingent Coupon Rate will be set on the Trade Date, the Underlying’s volatility can change significantly over the term of the Notes, and may
increase. The price of the Underlying could fall sharply as of the Final Valuation Date, which could result in a significant loss of your principal.
|
♦ |
The Notes Are Subject to Reinvestment Risk — The Notes will be called automatically if the closing price of
the applicable Underlying is equal to or greater than the Initial Price on any Call Observation Date beginning on November 4, 2019. In the event that the applicable Notes are called prior to maturity, there is no guarantee that you
will be able to reinvest the proceeds 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.
|
♦ |
An Investment in the Notes Is Subject to Single Stock Risk – The price of the applicable Underlying can
rise or fall sharply due to factors specific to that Underlying and its issuer, such as stock price volatility, earnings, financial conditions, corporate, industry and regulatory developments, management changes and decisions and
other events, as well as general market factors, such as general stock market volatility and levels, interest rates and economic and political conditions. You, as an investor in the Notes, should make your own investigation into the
Underlying issuer and the Underlying. For additional information about the Underlying and its issuer, please see “Information about the Underlying” in this free writing prospectus and the Underlying issuer’s SEC filings referred to in
those sections. We urge you to review financial and other information filed periodically by the Underlying issuer with the SEC.
|
♦ |
The Initial Estimated Value of the Notes Will Be Less than the Price to the Public — The initial estimated
value that will be set forth in the final pricing supplement for the Notes, will be 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 price of the Underlying, the borrowing rate we pay to issue securities of this kind, and the inclusion in the price to public of the underwriting discount, 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
|
♦ |
Our Initial Estimated Value of the Notes Is an Estimate Only, Calculated as of the Time the Terms of the Notes Are
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 the Applicable Underlying — The return on your Notes may not
reflect the return you would realize if you actually owned the applicable Underlying. 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 the
Underlying, and any such dividends will not be incorporated in the determination of the Underlying Return.
|
♦ |
You Will Not Have Any Shareholder Rights and Will Have No Right to Receive Any Shares of the
Applicable Underlying at Maturity — Investing in the Notes will not make you a holder of any shares of the applicable Underlying. 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 Underlying or such other securities.
|
♦ |
There Is No Affiliation Between the Underlying Issuer and Us, UBS and Our Respective
Affiliates, and We Are Not Responsible for Any Disclosure by that Issuer — We, UBS and our respective affiliates are not affiliated with any of
the Underlying issuers. However, we, UBS and our respective affiliates may currently, or from time to time in the future engage in business with the Underlying issuer. Nevertheless, neither we nor our affiliates assume any
responsibilities for the accuracy or the completeness of any information about the Reference Stock and the Underlying issuer. You, as an investor in the Notes, should make your own investigation into the Underlying and the Underlying
issuer for your Notes. The Underlying issuer is not involved in this offering and has no obligation of any sort with respect to your Notes. The Underlying issuer has no obligation to take your interests into consideration for any
reason, including when taking any corporate actions that might affect the value of your Notes.
|
♦ |
Historical Prices of the Underlyings Should Not Be Taken as an Indication of Their Future Prices During the Term
of the Notes — The trading prices of the applicable Underlying will determine the value of the Notes at any given time. However, it is impossible to predict whether the price of the applicable Underlying will rise or fall,
trading prices of the Underlyings will be influenced by complex and interrelated political, economic, financial and other factors that can affect the applicable issuer, and therefore, the price of the applicable Underlying.
|
♦ |
There Can Be 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 price of the applicable Underlying will rise or fall. The closing price of the Underlying will be influenced by complex and interrelated political, economic, financial and
other factors that affect the Underlying. You should be willing to accept the downside risks of owning equities in general and the Underlying 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, and our respective affiliates may publish research, express opinions or provide recommendations as to the applicable Underlying 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 Underlying, 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 the applicable Underlying, or in futures, options, exchange-traded funds or other derivative products on the Underlying may adversely affect the market value of the Underlying, the closing price of the
Underlying, and, therefore, the market value of the Notes.
|
♦ |
Many Economic and Market Factors Will Impact the Value of the Notes — In addition to the closing price of
the Underlying on any trading day, 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 actual and expected volatility of the price of the applicable Underlying;
|
♦ |
the time remaining to maturity of the Notes;
|
♦ |
the dividend rate on the Underlying;
|
♦ |
interest and yield rates in the market generally;
|
♦ |
a variety of economic, financial, political, regulatory or judicial events;
|
♦ |
the occurrence of certain events relating to the Underlying 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 the Underlying Is Limited — The calculation agent will make adjustments to
the Initial Price, Downside Threshold and Coupon Barrier for certain events affecting the shares of the applicable Underlying. However, the calculation agent will not be required to make an adjustment in response to all events that
could affect the 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
|
Term:
|
Approximately 3 years
|
Coupon Observation Dates:
|
Quarterly
|
Call Observation Dates:
|
Quarterly, beginning on November 4, 2019
|
Hypothetical Initial Price of the Underlying*:
|
$50.00
|
Hypothetical Contingent Coupon Rate*:
|
7.00% per annum (or 1.75% per quarter)
|
Hypothetical Contingent Coupon**:
|
$0.175 per quarter
|
Hypothetical Coupon Barrier*:
|
$40.00 (which is 80.00% of the hypothetical Initial Price)
|
Hypothetical Downside Threshold*:
|
$40.00 (which is 80.00% of the hypothetical Initial Price)
|
Date
|
Closing Price
|
Payment (per Note)
|
First Coupon Observation Date
|
$55.00 (at or above Initial Price)
|
$0.175 (Contingent Coupon – Not Callable)
|
Second Coupon Observation Date
|
$60.00 (at or above Initial Price)
|
$10.175 (Call Settlement Amount)
|
Total Payment:
|
$10.35 (3.50% return)
|
Date
|
Closing Price
|
Payment (per Note)
|
First Coupon Observation Date
|
$43.00 (at or above Coupon Barrier; below Initial Price)
|
$0.175 (Contingent Coupon – Not Callable)
|
Second Coupon Observation Date
|
$48.00 (at or above Coupon Barrier; below Initial Price)
|
$0.175 (Contingent Coupon – Not Called)
|
Third Coupon Observation Date
|
$55.00 (at or above Initial Price)
|
$10.175 (Call Settlement Amount)
|
Total Payment:
|
$10.525 (5.25% return)
|
Date
|
Closing Price
|
Payment (per Note)
|
First Coupon Observation Date
|
$45.00 (at or above Coupon Barrier; below Initial Price)
|
$0.175 (Contingent Coupon – Not Callable)
|
Second Coupon Observation Date
|
$28.00 (below Coupon Barrier)
|
$0.00 (Not Called)
|
Third Coupon Observation Date
|
$25.00 (below Coupon Barrier)
|
$0.00 (Not Called)
|
Fourth Coupon Observation Date
|
$34.00 (below Coupon Barrier)
|
$0.00 (Not Called)
|
Fifth through Eleventh Coupon Observation Dates
|
Various prices (each at or above Coupon Barrier; below Initial Price)
|
$1.225 (7 Contingent Coupon payments of $0.175 – Not Called)
|
Final Valuation Date
|
$47.50 (at or above Downside Threshold and Coupon Barrier; below Initial Price)
|
$10.175 (Payment at Maturity)
|
Total Payment:
|
$11.575 (15.75% return)
|
Date
|
Closing Price
|
Payment (per Note)
|
First Coupon Observation Date
|
$47.50 (at or above Coupon Barrier; below Initial Price)
|
$0.175 (Contingent Coupon – Not Callable)
|
Second Coupon Observation Date
|
$45.00 (at or above Coupon Barrier; below Initial Price)
|
$0.175 (Contingent Coupon – Not Called)
|
Third Coupon Observation Date
|
$42.50 (at or above Coupon Barrier; below Initial Price)
|
$0.175 (Contingent Coupon – Not Called)
|
Fourth Coupon Observation Date
|
$34.00 (below Coupon Barrier)
|
$0.00 (Not Called)
|
Fifth through Eleventh Coupon Observation Dates
|
Various prices (each below Coupon Barrier)
|
$0.00 (Not Called)
|
Final Valuation Date
|
$30.00 (below Downside Threshold and Coupon Barrier)
|
$10 + [$10 × Underlying Return] =
$10 + [$10 × -40.00%] =
$10 - $4.00 =
$6.00 (Payment at Maturity)
|
Total Payment:
|
$6.525 (-34.75% return)
|
What Are the Tax Consequences of the Notes?
|
Information About the Underlyings
|
Alphabet Inc.
|
Intel Corporation
|
|
JPMorgan Chase & Company
|
UnitedHealth Group Incorporated
|
|
Supplemental Plan of Distribution (Conflicts of Interest)
|
Structuring the Notes
|
Terms Incorporated in Master Note
|