RBC Capital Markets®
|
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-227001
|
||
|
|
||
Pricing Supplement
Dated December 6, 2018
To the Product Prospectus Supplement ERN-EI-1, Prospectus Supplement and Prospectus, Each Dated September 7, 2018
|
$8,892,000
Absolute Return Barrier Notes Linked to
a Basket of Two Equity Indices, due December 8, 2021
Royal Bank of Canada
|
||
|
|
Per Note
|
Total
|
||
Price to public(1)
|
100.00%
|
$8,892,000.00
|
|
Underwriting discounts and commissions(1)
|
2.50%
|
$222,300.00
|
|
Proceeds to Royal Bank of Canada
|
97.50%
|
$8,669,700.00
|
(1) |
Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forego some or all of their underwriting discount or selling concessions. The public
offering price for investors purchasing the Notes in these accounts may be between $975 and $1,000 per $1,000 in principal amount.
|
|
|
Absolute Return Barrier Notes Linked to a
Basket of Two Equity Indices
|
Issuer:
|
Royal Bank of Canada (“Royal Bank”)
|
Issue:
|
Senior Global Medium-Term Notes, Series H
|
Underwriter:
|
RBC Capital Markets, LLC (“RBCCM”)
|
Reference
Asset:
|
The Notes are linked to an equally weighted basket (the “Basket”) of two equity indices (each, a “Basket Component,” collectively, the
“Basket Components”). The Basket Components and their respective Component Weights are indicated in the table below.
|
Currency:
|
U.S. Dollars
|
Denominations:
|
$1,000 and minimum denominations of $1,000 in excess thereof
|
Trade Date
(Pricing Date):
|
December 6, 2018
|
Issue Date:
|
December 11, 2018
|
CUSIP:
|
78013XTS7
|
Valuation Date:
|
December 6, 2021
|
Payment at
Maturity
(if held to
maturity):
|
If the Percentage Change is positive, then the investor will receive, for each $1,000 in principal amount of the Notes, the lesser of:
1. $1,000 + ($1,000 x Percentage Change); and
2. Maximum Redemption Amount.
If the Percentage Change is negative but greater than or equal to the Barrier Percentage, then the investor will receive a cash payment equal to absolute value
of the Percentage Change, calculated as follows:
$1,000 + [-1 x ($1,000 x Percentage Change)]
If the Percentage Change is less than the
Barrier Percentage (that is, the Percentage Change is between -25.01% and -100%), then the investor will receive a cash payment equal to:
Principal Amount + [Principal Amount x Percentage Change]
In this case, the payment on the Notes will be less than the principal amount, and you will lose some
or all of the principal amount.
|
Maximum
Redemption
Amount:
|
$1,500 per $1,000 in principal amount of the Notes.
|
Barrier
Percentage:
|
-25%
|
|
|
Absolute Return Barrier Notes Linked to a
Basket of Two Equity Indices
|
Percentage
Change:
|
The Percentage Change, expressed as a percentage and rounded to two decimal places, will be equal to the sum of the Weighted Component Change for each Basket Component. The Weighted Component Change for each Basket Component will be determined as follows:
|
|||
Initial Level:
|
With respect to each Basket Component, its closing level on the Pricing Date, as provided in the table below.
|
|||
Final Level:
|
With respect to each Basket Component, its closing level on the Valuation Date.
|
|||
The Basket:
|
Basket Component
|
Bloomberg Ticker
|
Component Weight
|
Initial Level*
|
MSCI EAFE Index
|
MXEA
|
50%
|
1,758.35
|
|
MSCI Emerging Markets Index
|
MXEF
|
50%
|
978.93
|
|
* The Initial Level for each Basket Component was its closing level on the Pricing Date.
|
||||
Maturity Date:
|
December 8, 2021, subject to extension for market and other disruptions, as described in the product prospectus
supplement.
|
|||
Principal at
Risk:
|
The Notes are NOT principal protected. You will lose some or all of your principal amount at maturity if the
Percentage Change of the Basket is less than the Barrier Percentage.
|
|||
Calculation
Agent:
|
RBCCM
|
|||
U.S. Tax
Treatment:
|
By purchasing a Note, each holder agrees (in the absence of a change in law, an administrative determination or a judicial ruling to the
contrary) to treat the Note as a pre-paid cash-settled derivative contract in respect of the Basket for U.S. federal income tax purposes. However, the U.S. federal income tax consequences of your investment in the Notes are uncertain
and the Internal Revenue Service could assert that the Notes should be taxed in a manner that is different from that described in the preceding sentence. Please see “Supplemental Discussion of U.S. Federal Income Tax Consequences” below
and the discussion (including the opinion of our counsel Morrison & Foerster LLP) in the product prospectus supplement under “Supplemental Discussion of U.S. Federal Income Tax Consequences,” which applies to the Notes.
|
|||
Secondary
Market:
|
RBCCM (or one of its affiliates), though not obligated to do so, may maintain a secondary market in the Notes after the
Issue Date. The amount that you may receive upon sale of your Notes prior to maturity may be less than the principal amount of your Notes.
|
|||
Listing:
|
The Notes will not be listed on any securities exchange.
|
|||
Clearance and
Settlement:
|
DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as described under
“Description of Debt Securities—Ownership and Book-Entry Issuance” in the prospectus dated September 7, 2018).
|
|||
Terms
Incorporated in
the Master
Note:
|
All of the terms appearing above the item captioned “Secondary Market” on pages P-2 and P-3 of this pricing supplement
and the terms appearing under the caption “General Terms of the Notes” in the product prospectus supplement, as modified by this pricing supplement.
|
|
|
Absolute Return Barrier Notes Linked to a
Basket of Two Equity Indices
|
|
|
Absolute Return Barrier Notes Linked to a
Basket of Two Equity Indices
|
Example 1—
|
Calculation of the Payment at Maturity where the Percentage Change is positive.
|
|
Percentage Change:
|
10%
|
|
Payment at Maturity:
|
$1,000 + ($1,000 x 10%) = $1,100
|
|
On a $1,000 investment, a 10% Percentage Change results in a Payment at Maturity of $1,100, a 10.00% return on the Notes.
|
||
Example 2—
|
Calculation of the Payment at Maturity where the Percentage Change is positive, but exceeds the Maximum Return.
|
|
Percentage Change:
|
60%
|
|
Payment at Maturity:
|
$1,000 + ($1,000 x 60%) = $1,600. However, the Maximum Redemptino Amount is $1,500 per $1,000 in principal amount of the Notes.
|
|
On a $1,000 investment, a 60% Percentage Change results in a Payment at Maturity of $1,500, a 50.00% return on the Notes.
|
Example 3—
|
Calculation of the Payment at Maturity where the Percentage Change is negative (but greater than or equal to the Barrier
Percentage).
|
|
Percentage Change:
|
-15%
|
|
Payment at Maturity:
|
On a $1,000 investment, a -15% Percentage Change results in a Payment at Maturity of $1,150.00, a 15% return on the
Notes.
|
Example 4—
|
Calculation of the Payment at Maturity where the Percentage Change is less than the Barrier Percentage.
|
|
Percentage Change:
|
-40% | |
Payment at Maturity:
|
$1,000 + [$1,000 x -40%] = $1,000 - $400 = $600
|
|
On a $1,000 investment, a -40% Percentage Change results in a Payment at Maturity of $600, a -40% return on the Notes.
|
|
|
Absolute Return Barrier Notes Linked to a
Basket of Two Equity Indices
|
· |
Principal at Risk - Investors in the Notes will lose some or all of their principal amount if the
Percentage Change of the Basket is less than the Barrier Percentage. In such a case, you will lose 1% of the principal amount of your Notes for each 1% that the value of the Basket decreases.
|
· |
The Notes Do Not Pay Interest and Your Return May Be Lower than the Return on a Conventional Debt Security of
Comparable Maturity - There will be no periodic interest payments on the Notes as there would be on a conventional fixed-rate or floating-rate debt security having the same maturity. The return that you will receive on the
Notes, which could be negative, may be less than the return you could earn on other investments. Even if your return is positive, your return may be less than the return you would earn if you bought a conventional senior interest
bearing debt security of Royal Bank.
|
· |
Payments on the Notes Are Subject to the Maximum Redemption Amount – Even if the levels of the Basket
Components increase, the return on the Notes is limited to the maximum return specified above. Accordingly, an investment in the Notes could provide a smaller return than an investment linked directly to the performance of the Basket
Components.
|
· |
Payments on the Notes Are Subject to Our Credit Risk, and Changes in Our Credit Ratings Are Expected to Affect
the Market Value of the Notes - The Notes are Royal Bank’s senior unsecured debt securities. As a result, your receipt of the amount due on the Maturity Date is dependent upon Royal Bank’s ability to repay its obligations at
that time. This will be the case even if the value of the Basket increases after the Trade Date. No assurance can be given as to what our financial condition will be at the maturity of the Notes.
|
· |
There May Not Be an Active Trading Market for the Notes—Sales in the Secondary Market May Result in
Significant Losses - There may be little or no secondary market for the Notes. The Notes will not be listed on any securities exchange. RBCCM and
other affiliates of Royal Bank may make a market for the Notes; however, they are not required to do so. RBCCM or any other affiliate of Royal Bank may stop any market-making activities at any time. Even if a secondary market for the
Notes develops, it may not provide significant liquidity or trade at prices advantageous to you. We expect that transaction costs in any secondary market would be high. As a result, the difference between bid and asked prices for your
Notes in any secondary market could be substantial.
|
· |
You Will Not Have Any Rights to the Securities Included in the Basket Components - As a holder of the Notes, you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of securities
included in a Basket Component would have. The Final Levels of the Basket Components will not reflect any dividends paid on the securities included in the Basket Components, and accordingly, any positive return on the Notes may be
less than the potential positive return on those securities.
|
· |
The Initial Estimated Value of
the Notes Is Less than the Price to the Public - The initial estimated value set forth on the cover page of this pricing supplement does not represent a minimum price at which we, RBCCM or any of our 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 value of the Basket, the borrowing rate we pay to issue securities of this kind, and the inclusion in the price to the public of the underwriting discount and the estimated costs
relating to our hedging of the Notes. These factors, together with various credit, market and economic factors over the term of the Notes, are expected to reduce the price at which you may be able to sell the Notes in any secondary
market and will affect the value of the Notes in complex and unpredictable ways. Assuming no change in market conditions or any other relevant factors, the price, if any, at which you may be able to sell your Notes prior to maturity
may be less than your original purchase price, as any such sale price would not be expected to include the underwriting discount and the hedging costs relating to the Notes. In addition to bid-ask spreads, the value of the Notes
determined for any secondary market price is expected to be based on the secondary rate rather than the internal funding rate used to price the Notes and determine the initial estimated value. As a result, the secondary price will be
less than if the internal funding rate was used. The Notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity.
|
|
|
Absolute Return Barrier Notes Linked to a
Basket of Two Equity Indices
|
· |
An Investment in the Notes Is Subject to Risks Relating to Non-U.S. Securities Markets – Because
foreign companies or foreign equity securities included in the Basket Components are publicly traded in the applicable foreign countries and are denominated in non-U.S. currencies, an investment in the Notes involves particular risks.
For example, the non-U.S. securities markets may be more volatile than the U.S. securities markets, and market developments may affect these markets differently from the U.S. or other securities markets. Direct or indirect government
intervention to stabilize the securities markets outside the U.S., 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 U.S. reporting companies.
|
· |
An Investment in the Notes Is Subject to Risks Associated with Emerging Markets — Investments in
securities linked directly or indirectly to emerging market equity securities, such as the securities included in the MXEF, 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 susceptible, before
making a decision to invest in the Notes.
|
· |
The Notes Are Subject to Exchange Rate Risks — The payment amount on the Notes will be calculated based on the Basket
Components, and the prices of the relevant securities including each Basket Component are converted into U.S. dollars for purposes of calculating the level of the applicable Basket Component. As a result, investors in the Notes
will be exposed to currency exchange rate risk with respect to each of the currencies represented by the Basket Components. An investor’s net exposure will depend on the extent to which the applicable currencies strengthen or
weaken against the U.S. dollar and the relative weight of each relevant currency represented by each Basket Component. If, taking into account such weight, the dollar strengthens against such currencies, the level of a Basket
Component will be adversely affected and the amount payable, if any, at maturity of the Notes may be reduced.
|
· |
The 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.
|
· |
Changes in the Level of One Basket Component May Be Offset by Changes in the Level of the Other Basket
Component - A change in the level of one Basket Component may not correlate with changes in the levels of the other Basket Component. The level of one Basket Component may increase, while the level of the other Basket
Component may not increase as much, or may even decrease. Therefore, in determining the value of the Basket as of any time, increases in the level of one Basket Component may be moderated, or wholly offset, by lesser increases or
decreases in the level of the other Basket Component.
|
· |
Inconsistent Research — RBCCM or its affiliates may issue research reports on securities that are, or
may become, components of the Basket. We may also publish research from time to time on financial markets and other matters that may
|
|
|
Absolute Return Barrier Notes Linked to a
Basket of Two Equity Indices
|
· |
Market Disruption Events and Adjustments -
The Payment at Maturity and the Valuation Date are subject to adjustment as described in the product prospectus supplement. For a description of what constitutes a market disruption event as well as the consequences of that market
disruption event, see “General Terms of the Notes—Market Disruption Events” in the product prospectus supplement.
|
|
|
Absolute Return Barrier Notes Linked to a
Basket of Two Equity Indices
|
· |
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 and certain income trusts in Canada, are eligible for inclusion in the equity universe. Conversely,
mutual funds, ETFs, equity derivatives, and most investment trusts, are not eligible for inclusion in the equity universe. Preferred shares that exhibit characteristics of equity securities are eligible in the equity universe. MSCI
will analyze preferred shares on a case-by-case basis. The key criterion for preferred shared eligibility is that the share should not have features that make it resemble, and behave like, a fixed income security.
|
· |
Classifying Eligible Securities into the Appropriate Country: each company and its securities (i.e., share classes) are classified in only one country.
|
|
|
Absolute Return Barrier Notes Linked to a
Basket of Two Equity Indices
|
· |
The security is classified in a country that meets the Foreign Listing Materiality Requirement, and
|
· |
The security’s foreign listing is traded on an eligible stock exchange of: a DM country if the security is classified in a DM country, a DM or an EM country if the security is
classified in an EM country, or a DM or an EM or a FM country if the security is classified in a FM country. Securities in that country may not be represented by a foreign listing in the global investable equity universe if a country
does not meet the requirement.
|
· |
Equity Universe Minimum Size Requirement: this investability screen is applied at the company level.
In order to be included in a market investable equity universe, a company must have the required minimum full market capitalization.
|
· |
Equity Universe Minimum Free Float−Adjusted Market Capitalization Requirement: this investability
screen is applied at the individual security level. To be eligible for inclusion in a market investable equity universe, a security must have a free float−adjusted market capitalization equal to or higher than 50% of the equity
universe minimum size requirement.
|
· |
DM and EM Minimum Liquidity Requirement: this investability screen is applied at the individual
security level. To be eligible for inclusion in a market investable equity universe, a security must have adequate liquidity. The twelve-month and three-month Annual Traded Value Ratio (“ATVR”), a measure that screens out extreme
daily trading volumes and takes into account the free float−adjusted market capitalization size of securities, together with the three-month frequency of trading are used to measure liquidity. A minimum liquidity level of 20% of
three- and twelve-month ATVR and 90% of three-month frequency of trading over the last four consecutive quarters are required for inclusion of a security in a market investable equity universe of a DM, and a minimum liquidity level of
15% of three- and twelve-month ATVR and 80% of three-month frequency of trading over the last four consecutive quarters are required for inclusion of a security in a market investable equity universe of an EM.
|
· |
Global Minimum Foreign Inclusion Factor Requirement: this investability screen is applied at the
individual security level. To be eligible for inclusion in a market investable equity universe, a security’s Foreign Inclusion Factor (“FIF”) must reach a certain threshold. The FIF of a security is defined as the proportion of shares
outstanding that is available for purchase in the public equity markets by international investors. This proportion accounts for the available free float of and/or the foreign ownership limits applicable to a specific security (or
company). In general, a security must have an FIF equal to or larger than 0.15 to be eligible for inclusion in a market investable equity universe.
|
· |
Minimum Length of Trading Requirement: this investability screen is applied at the individual security
level. For an initial public offering (“IPO”) to be eligible for inclusion in a market investable equity universe, the new issue must have started trading at least three months before the implementation of a semi−annual index review
(as described below). This requirement is applicable to small new issues in all markets. Large IPOs are not subject to the minimum length of trading requirement and may be included in a market investable equity universe and the
Standard Index outside of a Quarterly or Semi−Annual Index Review.
|
· |
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
|
|
|
Absolute Return Barrier Notes Linked to a
Basket of Two Equity Indices
|
· |
Investable Market Index (Large + Mid + Small);
|
· |
Standard Index (Large + Mid);
|
· |
Large Cap Index;
|
· |
Mid Cap Index; or
|
· |
Small Cap Index.
|
· |
defining the market coverage target range for each size segment;
|
· |
determining the global minimum size range for each size segment;
|
· |
determining the market size−segment cutoffs and associated segment number of companies;
|
· |
assigning companies to the size segments; and
|
· |
applying final size−segment investability requirements.
|
(i) |
Semi−Annual Index Reviews (“SAIRs”) in May and November of the Size Segment and Global Value and Growth Indices which include:
|
· |
updating the indices on the basis of a fully refreshed equity universe;
|
|
|
Absolute Return Barrier Notes Linked to a
Basket of Two Equity Indices
|
· |
taking buffer rules into consideration for migration of securities across size and style segments; and
|
· |
updating FIFs and Number of Shares (“NOS”).
|
(ii) |
Quarterly Index Reviews (“QIRs”) in February and August of the Size Segment Indices aimed at:
|
· |
including significant new eligible securities (such as IPOs that were not eligible for earlier inclusion) in the index;
|
· |
allowing for significant moves of companies within the Size Segment Indices, using wider buffers than in the SAIR; and
|
· |
reflecting the impact of significant market events on FIFs and updating NOS.
|
(iii) |
Ongoing Event−Related Changes: changes of this type are generally implemented in the indices as they occur. Significantly large IPOs are included in the indices after the close of
the company’s tenth day of trading.
|
|
|
Absolute Return Barrier Notes Linked to a
Basket of Two Equity Indices
|
|
|
Absolute Return Barrier Notes Linked to a
Basket of Two Equity Indices
|
|
|
Absolute Return Barrier Notes Linked to a
Basket of Two Equity Indices
|
|
|
Absolute Return Barrier Notes Linked to a
Basket of Two Equity Indices
|
|
|
Absolute Return Barrier Notes Linked to a
Basket of Two Equity Indices
|