Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
04 July 2024 - 7:13AM
Edgar (US Regulatory)
Royal Bank of Canada
Market Linked Securities
|
Filed Pursuant to Rule 433
Registration Statement No. 333-275898
|
Market Linked Securities—Leveraged Upside Participation
to a Cap and Contingent Downside
Principal at Risk Securities Linked to the Class
A Common Stock of Snowflake Inc. due January 23, 2026
Term Sheet dated July 3, 2024
|
Summary of Terms
Issuer: |
Royal Bank of Canada |
Market Measure: |
The Class A common stock of Snowflake Inc. (the “Underlying Stock”) |
Pricing Date: |
July 17, 2024 |
Issue Date: |
July 22, 2024 |
Calculation Day: |
January 20, 2026 |
Stated Maturity Date: |
January 23, 2026 |
Face Amount: |
$1,000 per security |
Maturity Payment Amount: |
· if
the ending value is greater than the starting value: $1,000 plus the lesser of:
(i) $1,000
× stock return × upside participation rate; and
(ii) the
maximum return;
· if
the ending value is less than or equal to the starting value, but greater than or equal to the threshold value:
$1,000; or
· if
the ending value is less than the threshold value:
$1,000 + ($1,000 × stock return) |
Starting Value: |
The closing value of the Underlying Stock on the pricing date |
Ending Value: |
The closing value of the Underlying Stock on the calculation day |
Maximum Return: |
At least 70% of the face amount per security, to be determined on the pricing date |
Threshold Value: |
75% of the starting value |
Upside Participation Rate: |
150% |
Stock Return: |
(ending value – starting value) / starting value |
Calculation Agent: |
RBC Capital Markets, LLC (“RBCCM”), an affiliate of the issuer |
Denominations: |
$1,000 and any integral multiple of $1,000 |
Agent Discount: |
Up to 2.325%; dealers, including those using the trade name Wells Fargo Advisors (“WFA”), may receive a selling concession of up to 1.75% and WFA may receive a distribution expense fee of 0.075%. In addition, selected dealers may receive a fee of up to 0.20% for marketing and other services |
CUSIP: |
78017GBD2 |
Hypothetical Payout Profile*
* assumes a maximum return equal to the lowest maximum return that
may be determined on the pricing date.
If the ending value is less than the threshold value, you will
have 1-to-1 downside exposure to the decrease in the value of the Underlying Stock from the starting value and will lose at least 25%,
and may lose up to 100%, of the face amount of your securities at maturity.
The issuer’s initial estimated value of the securities as of
the pricing date is expected to be between $915.99 and $965.99 per $1,000 in principal amount, which is less than the public offering
price. The final pricing supplement relating to the securities will set forth the issuer’s estimate of the initial value of the
securities as of the pricing date. The market value of the securities at any time will reflect many factors, cannot be predicted with
accuracy, and may be less than this amount. See “Estimated Value of the Securities” in the accompanying preliminary pricing
supplement for further information.
Preliminary Pricing Supplement: https://www.sec.gov/Archives/edgar/data/1000275/000095010324009636/dp213857_424b2-wfceln258.htm
The securities have complex features and investing in the securities
involves risks not associated with an investment in conventional debt securities. See “Selected Risk Considerations” in this
term sheet and the accompanying preliminary pricing supplement and “Risk Factors” in the accompanying product supplement.
This introductory term sheet
does not provide all of the information that an investor should consider prior to making an investment decision.
Investors should carefully review the accompanying
preliminary pricing supplement, product supplement, prospectus supplement and prospectus before making a decision to invest in the securities.
NOT A BANK DEPOSIT AND NOT INSURED
OR GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY
Selected Risk Considerations
The risks set forth below are discussed in detail in the “Selected
Risk Considerations” section in the accompanying preliminary pricing supplement and the “Risk Factors” section in the
accompanying product supplement. Please review those risk disclosures carefully.
Risks Relating To The Terms And Structure Of The Securities
| · | If The Ending Value Is Less Than The Threshold Value, You Will Lose At Least
25%, And May Lose Up To 100%, Of The Face Amount Of Your Securities At Maturity. |
| · | Your Return Will Be Limited To The Maximum Return And May Be Lower Than The
Return On A Direct Investment In The Underlying Stock. |
| · | The Securities Do Not Pay Interest, And Your Return On The Securities May
Be Lower Than The Return On A Conventional Debt Security Of Comparable Maturity. |
| · | Payments On The Securities Are Subject To Our Credit Risk, And Market Perceptions
About Our Creditworthiness May Adversely Affect The Market Value Of The Securities. |
| · | The U.S. Federal Income Tax Consequences Of An Investment In The Securities
Are Uncertain. |
Risks Relating To The Estimated Value Of The Securities And Any
Secondary Market
| · | There May Not Be An Active Trading Market For The Securities And Sales In
The Secondary Market May Result In Significant Losses. |
| · | The Initial Estimated Value Of The Securities Will Be Less Than The Original
Offering Price. |
| · | The Initial Estimated Value Of The Securities Is Only An Estimate, Calculated
As Of The Time The Terms Of The Securities Are Set. |
| · | The Value Of The Securities Prior To Stated Maturity Will Be Affected By
Numerous Factors, Some Of Which Are Related In Complex Ways. |
Risks Relating To Conflicts Of Interest
| · | Our Economic Interests And Those Of Any Dealer Participating In The Offering
Are Potentially Adverse To Your Interests. |
Risks Relating To The Underlying Stock
| · | Investing In The Securities Is Not The Same As Investing In The Underlying
Stock. |
| · | Historical Values Of The Underlying Stock Should Not Be Taken As An Indication
Of The Future Performance Of The Underlying Stock During The Term Of The Securities. |
| · | The Securities May Become Linked to the Common Stock of A Company Other Than
The Original Underlying Stock Issuer. |
| · | We Cannot Control Actions By The Underlying Stock Issuer. |
| · | We And Our Affiliates Have No Affiliation With The Underlying Stock Issuer
And Have Not Independently Verified Its Public Disclosure Of Information. |
| · | You Have Limited Anti-dilution Protection. |
The issuer has filed a registration statement (including a prospectus)
with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration
statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You
may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, any underwriter or any dealer participating
in the offering will arrange to send you the prospectus if you request it by calling your financial advisor or by calling Royal Bank of
Canada toll-free at 1-877-688-2301.
As used in this term sheet, “Royal Bank of Canada,” “we,”
“our” and “us” mean only Royal Bank of Canada. Wells Fargo Advisors is a trade name used by Wells Fargo Clearing
Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates
of Wells Fargo & Company.
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