RBC Completes $400M Bought Deal Public Offering of Preferred Shares

On April 1, 2009, Royal Bank of Canada completed a bought deal public offering in Canada of $400 million of Non-Cumulative Five Year Rate Reset First Preferred Shares Series AV. The shares were priced at $25 per share and holders will be entitled to receive non-cumulative quarterly fixed dividends for the initial period ending August 24, 2014 in the amount of $1.5625 per share, to yield 6.25 per cent annually. Thereafter, the dividend rate will reset every five years at a rate equal to 4.4 per cent over the five-year Government of Canada bond yield.

Holders of Series AV Preferred Shares will, subject to certain conditions, have the right to convert all or any part of their shares to Non-Cumulative Floating Rate Preferred Shares Series AW on August 24, 2014 and on August 24 every five years thereafter. Subject to regulatory approval, on or after August 24, 2014, the bank may redeem the Series AV.

The Series AV Preferred Shares were issued under a prospectus supplement dated March 25, 2009 to the bank's September 14, 2007 base shelf prospectus, which qualifies the issue of up to $7 billion aggregate principal amount of unsecured subordinated debt securities and first preferred shares.

The offering was led by RBC Dominion Securities Inc. with an underwriting syndicate comprised of TD Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc., HSBC Securities (Canada) Inc., Desjardins Securities Inc., Blackmont Capital Inc., Canaccord Capital Corporation, Dundee Securities Corporation, Laurentian Bank Securities Inc. and Raymond James Ltd.

RBC was represented in-house by Paul Guthrie and David Randell, and by Dawn Whittaker and Joseph Hillier of Ogilvy Renault LLP.

The underwriters were represented by Mihkel Voore, Maurice Swan and Rhoda Aylward of Stikeman Elliott LLP.