Royal Bank Of Canada 6-K, filed Dec 21, 2023
Royal Bank Of Canada (RY)
6-K
2023-12-21
For: 2023-12-20
View Original
Added on
April 10, 2026
About this 6-K
Royal Bank Of Canada filed this 6-K on December 21, 2023.
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of a Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
Date of Report: December 2023
Commission File Number: 001-13928
Royal Bank of Canada
(Exact name of registrant as specified in its charter)
200 Bay Street
Royal Bank Plaza
Toronto, Ontario
Canada M5J 2J5
Attention: Senior Vice-President, Associate General Counsel
& Corporate Secretary
(Address of registrant’s principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
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Form 20-F ☐
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Form 40-F ☒
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ☐
THIS REPORT ON FORM 6-K AND THE EXHIBITS HERETO SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE AS EXHIBITS TO ROYAL BANK OF CANADA’S REGISTRATION STATEMENT ON FORM F-3 (FILE NO.
333-275898) AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
In connection with the registrant’s issuance of certain of its Structured Warrants following the date of this report on Form 6-K, pursuant to the Bank’s shelf registration statement on Form
F-3 (File No. 333-275898), the registrant is filing the documents set forth below.
EXHIBITS
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Exhibit
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Description of Exhibit
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Distribution Agreement for Structured Warrants, dated October 19, 2018, between Royal Bank of Canada and the Agents party thereto (incorporated by reference herein by reference to Exhibit 1.1 of the registrant’s Form 6-K filed with the SEC
dated October 19, 2018 (file number 001-13928)).
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Amendment to Distribution Agreement for Structured Warrants, dated November 26, 2021 between Royal Bank of Canada and the Agents party thereto.
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Form of Master Warrant (incorporated by reference herein by reference to Exhibit 4.1 of the registrant’s Form 6-K dated October 19, 2018 (file number 001-13928)).
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5.5
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Opinion of Norton Rose Fulbright Canada LLP, Canadian counsel for the Bank, as to certain matters under Canadian, Ontario and Québec law.
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5.6
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Opinion of Ashurst LLP, as to the validity of the Warrants under New York law.
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23.4
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Consent of Norton Rose Fulbright Canada LLP (included in Exhibit 5.5 above)
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23.5
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Consent of Ashurst LLP (included in Exhibit 5.6 above)
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23.6
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Consent of Ashurst LLP, as special U.S. tax counsel for the Bank.
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23.7
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Consent of Norton Rose Fulbright Canada LLP, Canadian tax counsel for the Bank.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ROYAL BANK OF CANADA
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By:
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/s/ Clive Tucker
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Name:
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Clive Tucker
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Title:
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Authorized Officer
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Date:
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December 20, 2023
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ROYAL BANK OF CANADA
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By:
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/s/ Sarah Lem
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Name:
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Sarah Lem
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| Title: | Authorized Officer | |
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Date:
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December 20, 2023
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Exhibit 5.5
[Letterhead of Norton Rose Fulbright Canada LLP]
December 20, 2023
Royal Bank of Canada
200 Bay Street
Royal Bank Plaza
Toronto, ON
Canada M5J 2J5
Dear Sirs/Mesdames:
RE: Royal Bank of Canada – Structured Warrants
We have acted as Canadian counsel to Royal Bank of Canada (the “Bank”) in connection with the issue by the Bank from time to time
of certain structured warrants (the “Warrants”) pursuant to the distribution agreement dated October 19, 2018, as amended on November 26, 2021 (the “Distribution Agreement”),
relating to the Bank’s Structured Warrants (such series of securities being hereinafter referred to as the “Series”), to be issued pursuant to the warrant indenture dated as of October 19, 2018 (the “Indenture”), between the Bank and The Bank of New York Mellon, as trustee (the “Trustee”).
We have reviewed or participated in the preparation of the following:
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(i)
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the Distribution Agreement;
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(ii)
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the Indenture;
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(iii)
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the registration statement of the Bank on Form F-3 (File No. 333-275898) dated December 5, 2023, as amended on December 19, 2023 (the “Registration Statement”); and
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(iv)
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the prospectus of the Bank dated December 20, 2023 included in the Registration Statement (the “Basic Prospectus”) as supplemented by the prospectus supplement dated December 20, 2023 specifically relating to the Series (the
“Prospectus Supplement”, and together with the Basic Prospectus, the “Program Prospectus”).
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We understand that the Registration Statement and the Program Prospectus were filed with the United States Securities and Exchange Commission (the “Commission”) in connection with the Series and that one or more pricing supplements relating to the applicable Warrants will be filed with the Commission in connection with the Warrants.
For the purposes of our opinions below, we have examined such statutes, public and corporate records, certificates and other documents, and considered such questions of
law, as we have considered relevant and necessary as a basis for the opinions hereinafter set forth. In such examination we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified or photostatic copies or facsimiles. We have also assumed that the statements in each certificate of the Bank that has been delivered to us on or prior to the date hereof
with respect to the Warrants shall be accurate and correct as of each issue date of the Warrants. For the purposes of the opinions expressed herein, we have, without independent investigation or verification, assumed that the Indenture has been duly
authorized, executed and delivered by, and constitutes a legal, valid and binding obligation of, each party thereto other than the Bank. We have also assumed that the statements in any certificate of the Bank that has been delivered to us on or prior
to the date hereof with respect to the Warrants are and shall be accurate and correct as of each issue date of the Warrants. We have not received written notice from the Bank of any change to the matters set out in any such certificate.
With respect to the continuing existence of the Bank as a Schedule I bank under the Bank Act (Canada) referred to in paragraph 1 below, we have
relied, without independent investigation or verification, exclusively upon a Certificate of Confirmation dated December 18, 2023 issued by the Office of the Superintendent of Financial Institutions.
In giving this opinion, we express no opinion as to any laws other than the laws, at the date hereof, of the Provinces of Ontario and Québec and the federal laws of
Canada applicable therein. We also express no opinion as to whether the issuance, sale and delivery of the Warrants or any contract or other document relating thereto are in compliance with the Charter of the French
Language (Québec).
Based and relying upon and subject to the qualifications set forth herein, we are of the opinion that:
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1.
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the Bank validly exists as a Schedule I bank under the Bank Act (Canada) and has the corporate power to create, issue and sell the Warrants;
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2.
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when:
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(a)
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the creation of the Warrants has been duly authorized by the Bank;
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(b)
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the terms of particular Warrants and the issuance and sale of such Warrants have been duly authorized by all necessary corporate action in conformity with the Indenture; and
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(c)
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such Warrants have been duly executed, authenticated and issued in accordance with the Indenture and delivered against payment therefor as contemplated in the Registration Statement and the Prospectus and any applicable agreement of
purchase and sale;
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such Warrants will be validly issued and, to the extent validity of the Warrants is a matter governed by the laws of the Provinces of Ontario
or Québec, and the laws of Canada applicable therein, valid obligations of the Bank; and
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3.
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the Indenture has been duly authorized, executed and, to the extent delivery is a matter governed by the laws of the Province of Québec or Ontario and the federal laws of Canada applicable therein, delivered by the Bank and, to the
extent validity thereof is a matter governed by the laws of the Provinces of Québec or Ontario and the federal laws of Canada applicable therein, is valid and, with respect to the provisions thereof governed by the laws of the Province of
Ontario and the federal laws of Canada applicable therein, constitutes a legal, valid and binding obligation of the Bank enforceable in accordance with its terms.
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The opinions set forth herein as to the validity of the Warrants and the enforceability of the Indenture and the Warrants are subject to the following qualifications:
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(i)
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equitable principles, including the principle that the availability of equitable remedies, such as specific performance and injunctive relief, may only be granted at the discretion of a court of competent authority;
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(ii)
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rights to indemnity and contribution under the Warrants or the Indenture may be limited by applicable law;
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(iii)
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enforceability may be limited by the Canada Deposit Insurance Corporation Act (Canada), the Winding-up and Restructuring Act (Canada), bankruptcy,
insolvency, reorganization, receivership, moratorium, arrangement, winding-up laws and other laws of general application affecting the rights of creditors generally (including the provisions of the Bank
Act (Canada) respecting such matters) and will be subject to limitations under applicable limitations statutes, including the limitations contained in the Limitations Act, 2002 (Ontario)
(and the undersigned expresses no opinion as to whether a court may find any provision of the Indenture to be unenforceable as an attempt to vary or exclude a limitation period under such applicable limitations statutes); and
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(iv)
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pursuant to the Currency Act (Canada), a judgment by a court in any province in Canada may be awarded in Canadian currency only and such judgment may be based on a rate of exchange which may be
the rate of exchange in existence on a day other than the day of payment of such judgment.
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If a pricing supplement relating to the offer and sale of particular Warrants is prepared and filed by the Bank with the Commission on a date after the date hereof and
such pricing supplement contains a reference to Norton Rose Fulbright Canada LLP and our opinion substantially in the form set forth below, the consent set forth below shall apply to the reference to us and our opinion in substantially the following
form:
In the opinion of Norton Rose Fulbright Canada LLP, as Canadian counsel to the Bank, the issue and sale of the Warrants has been duly
authorized by all necessary corporate action of the Bank in conformity with the Indenture, and when the Warrants have been duly executed, authenticated and issued in accordance with the Indenture and delivered against payment therefor, the Warrants
will be validly issued and, to the extent validity of the Warrants is a matter governed by the laws of the Province of Ontario or Québec, or the federal laws of Canada applicable therein, will be valid obligations of the Bank, subject to the
following limitations: (i) the enforceability of the Indenture may be limited by the Canada Deposit Insurance Corporation Act (Canada), the Winding-up and Restructuring Act
(Canada) and bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement or winding-up laws or other similar laws of general application affecting the enforcement of creditors’ rights generally; (ii) the enforceability of the
Indenture is subject to general equitable principles, including the principle that the availability of equitable remedies, such as specific performance and injunction, may only be granted at the discretion of a court of competent jurisdiction; (iii)
under applicable limitations statutes generally, including that the enforceability of the Indenture will be subject to the limitations contained in the Limitations Act, 2002 (Ontario), and such counsel
expresses no opinion as to whether a court may find any provision of the Indenture to be unenforceable as an attempt to vary or exclude a limitation period under such applicable limitations statutes; (iv) rights to indemnity and contribution under
the Warrants or the Indenture which may be limited by applicable law; and (v) courts in Canada are precluded from giving a judgment in any currency other than the lawful money of Canada and such judgment may be based on a rate of exchange in
existence on a day other than the day of payment, as prescribed by the Currency Act (Canada). This opinion is given as of the date hereof and is limited to the laws of the Provinces of Ontario and Québec and
the federal laws of Canada applicable therein. In addition, this opinion is subject to customary assumptions about the Trustee’s authorization, execution and delivery of the Indenture and the genuineness of signatures and to such counsel’s reliance
on the Bank and other sources as to certain factual matters, all as stated in the opinion letter of such counsel dated December 20, 2023, which has been filed as Exhibit 5.5 to Royal Bank’s Form 6-K filed with the SEC dated December 20, 2023.
The opinions expressed herein are provided solely for the benefit of the addressee in connection with the issue of the Warrants and are not to be transmitted to any
other person, nor are they to be relied upon by any other person or for any other purpose or referred to in any public document or filed with any government agency or other person without our prior express consent. The opinions expressed herein may
be relied upon by Ashurst LLP for the purposes of its opinion with respect to the subject matter hereof.
We hereby consent to the filing of this opinion as an exhibit to the Bank’s Report of Foreign Private Issuer on Form 6-K. In giving such consent, we
do not thereby admit that we come within the category of persons whose consent is required by the Act or the rules and regulations promulgated thereunder.
Yours very truly,
/s/ Norton Rose Fulbright Canada LLP
Exhibit 5.6
[Ashurst LLP Letterhead]
December 20, 2023
Royal Bank of Canada
200 Bay Street
Royal Bank Plaza
Toronto, Ontario
Canada M5J 2J5
Ladies and Gentlemen:
Royal Bank of Canada – Structured Warrants
We are acting as special US counsel to Royal Bank of Canada, a Canadian chartered bank (the "Bank"), in connection with its issuance from time to time of certain structured warrants (the
"Warrants"). The offerings of the Warrants have been registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), under a registration statement on Form F-3, file
number 333-275898 (the “Registration Statement”).
The Warrants will be issued pursuant to the Indenture, dated as of October 19, 2018 (the “Indenture”), between the Bank and The Bank of New York Mellon, as Trustee.
For purposes of this opinion, we have reviewed originals or copies of the following documents:
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(1)
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the Registration Statement;
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(2)
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the Indenture;
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(3)
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the form of master security (the “Master Security”) that will represent the Warrants.
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We have also reviewed such other documents and made such other investigation as we have deemed appropriate for purposes of the opinion below.
In our review, we have, with your consent, assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals,
the accuracy of translations of documents that are not in the English language and the conformity to originals of all documents submitted to us as copies.
Based on the foregoing, and subject to the qualifications set forth herein, we are of the opinion that when the terms of the Warrants to be issued under the Indenture and their issuance and
sale have been duly established in conformity with the Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Bank, and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction over the Bank, and when the Warrants have been duly completed in accordance with the Indenture and issued and sold as contemplated by the Registration Statement, and if all the
foregoing actions have been duly authorized by the Bank, the Warrants will be valid, binding and enforceable obligations of the Bank, entitled to the benefits of the Indenture.
In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in the Registration Statement, any other registration statement or any related
prospectus or other offering materials relating to the Bank or the Warrants or their offering and sale.
If a pricing supplement relating to the offer and sale of any particular Warrant is prepared and filed by the Bank with the Commission on a future date and the pricing supplement contains a
reference to this firm and our opinion substantially in the form set forth below, the consent set forth below in this opinion shall apply to the reference to us and our opinion substantially in the form set forth below:
In the opinion of Ashurst LLP, when the Warrants have been duly completed in accordance with the Indenture and issued and sold as contemplated by the prospectus supplement and the
prospectus, the Warrants will be valid, binding and enforceable obligations of the Bank, entitled to the benefits of the Indenture, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and subject to general principles of equity, public policy considerations and the discretion of the court before which any suit or proceeding may be brought. This opinion is given as of
the date hereof and is limited to the laws of the State of New York. This opinion is subject to customary assumptions about the Trustee’s authorization, execution and delivery of the Indenture and the genuineness of signatures and to such counsel’s
reliance on the Bank and other sources as to certain factual matters, all as stated in the legal opinion dated December 20, 2023, which has been filed as Exhibit 5.6 to the Bank’s Form 6-K dated December 20, 2023.
The foregoing opinion is subject to the following additional qualification:
(A) The validity or enforceability of any agreement is subject to the effect of applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting
creditors' rights and subject to general principles of equity, public policy considerations and the discretion of the court before which any suit or proceeding may be brought (regardless of whether enforcement is considered in a proceeding in
equity or law).
(B) We express no opinion as to the enforceability of (i) any waiver of trial by jury; (ii) any indemnity against any loss in converting into a specified currency the proceeds or amount of a court judgement in another currency; or
(iii) any provision specifying that any provision of the Indenture or the Master Security may only be waived in writing.
(C) We express no opinion as to provisions in the Indenture and the Master Security which purport to constitute waivers of objections to venue, or claims that a particular jurisdiction is an inconvenient forum.
For purposes of expressing the foregoing opinion, we have, with your consent, assumed that: (1) the Bank is duly formed and validly existing under the laws of its jurisdiction of formation;
(2) the Bank has the corporate and other power to execute, deliver and perform the Indenture and the Master Security and has taken all corporate and other action necessary to authorize the execution, delivery and performance of the Indenture and the
Master Security; (3) each of the parties to the Indenture and the Master Security has duly authorized, executed and delivered such documents under all applicable laws (other than, with respect to the Bank, New York State law) and each of the
Indenture and the Master Security is a legal, valid and binding obligation of each party thereto (other than, with respect to the Bank, to the extent we have opined on such matters in our opinion set forth above, enforceable against each party in
accordance with its terms; (4) the execution and delivery by the Bank of the Indenture and the Master Security does not, and the performance by the Bank of its obligations thereunder will not, violate its charter or by-laws or similar corporate
documents; (5) the Bank has duly performed and will duly perform its covenants and agreements in the Indenture and the Master Security; and (6) the status of each of the Indenture and the Master Security as a valid and binding obligation is not
affected by any breach or default under any agreement or instrument, any failure to obtain any required approval from or make any filings with any governmental authority or third party or any violation of rule, regulation or law (other than, with
respect to the Bank, New York state law, rules and regulations that in our experience would be generally applicable to transactions of the type contemplated by the Indenture and the Master Security, provided we express no opinion on any law rule or
regulation that is applicable to the Bank or the Indenture or the Master Security solely because such law, rule or regulation is part of a regulatory regime applicable to any party to the Indenture or the Master Security or any of its affiliates due
to the specific assets or business of such party or such affiliate).
The opinion expressed herein is limited to New York State law and we express no opinion as to the effect of the law of any other jurisdiction. We express no opinion as to the validity,
binding effect or enforceability of Section 301(b) of the Indenture (and the corresponding provisions of the Warrants issued thereunder), which is governed by the laws of the Province of Ontario and the laws of Canada applicable therein. Various
matters concerning the laws of Canada are addressed in the opinion of Canadian counsel which is an Exhibit to a Form 6-K that is being filed by the Bank with the Commission. We express no opinion with respect to those matters, and to the extent
elements of those opinions are necessary to the opinion expressed herein, we have, with your consent, assumed the correctness of such matters, and have relied upon the opinions of such counsel as permitted by such opinion. The opinion expressed
herein is given only as of the date hereof.
We hereby consent to the filing of this opinion as an exhibit to a Report on Form 6-K filed by the Bank with the Commission on or about the date hereof and its incorporation by reference
into the Registration Statement. In giving our consent hereunder, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission
thereunder.
Very truly yours,
/s/ Ashurst LLP
Ashurst LLP
Ashurst LLP is a limited liability partnership registered in England and Wales under number OC330252 and is part of the Ashurst Group. It is a law firm authorised and regulated by the
Solicitors Regulation Authority of England and Wales under number 468653. A list of members of Ashurst LLP and their professional qualifications is open to inspection at its registered office London Fruit & Wool Exchange, 1 Duval Square, London
E1 6PW. The term "partner" in relation to Ashurst LLP is used to refer to a member of Ashurst LLP or to an employee or consultant with equivalent standing and qualifications.
Exhibit 23.6
[Ashurst LLP Letterhead]
December 20, 2023
Royal Bank of Canada
200 Bay Street
Royal Bank Plaza
Toronto, Ontario
Canada M5J 2J5
Ladies and Gentlemen:
Royal Bank of Canada – Structured Warrants
Royal Bank of Canada, a bank organized under the laws of Canada (the “Bank”), has filed with the Securities and Exchange Commission (the “Commission”) a
Registration Statement on Form F-3, file number 333-275898, for the purpose of registering under the Securities Act of 1933, as amended, among other securities, the Company’s Structured Warrants. The Warrants will be issued pursuant to the Indenture,
dated as of October 19, 2018, between the Bank and The Bank of New York Mellon, as Trustee.
We hereby consent to any reference to us, in our capacity as special tax counsel to the Bank, or any opinion of ours delivered in that capacity in a product
supplement, product prospectus supplement or pricing supplement relating to the offer and sale of any particular Warrants prepared and filed by the Bank with the Commission on this date or a future date.
In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Ashurst LLP
Ashurst LLP
Ashurst LLP is a limited liability partnership registered in England and Wales under number OC330252 and is part of the Ashurst Group. It is a law firm authorised
and regulated by the Solicitors Regulation Authority of England and Wales under number 468653. A list of members of Ashurst LLP and their professional qualifications is open to inspection at its registered office London Fruit & Wool Exchange, 1
Duval Square, London E1 6PW. The term "partner" in relation to Ashurst LLP is used to refer to a member of Ashurst LLP or to an employee or consultant with equivalent standing and qualifications.
Exhibit 23.7
December 20, 2023
Royal Bank of Canada
200 Bay Street
Royal Bank Plaza
Toronto, ON
Canada M5J 2J5
Dear Sirs/Mesdames:
Re: Royal Bank of Canada – Structured Warrants
Royal Bank of Canada, a bank organized under the laws of Canada (the “Bank”), is filing with the Securities and Exchange
Commission (the “Commission”) a registration statement on Form F-3, file number 333-275898, for the purpose of registering under the Securities Act of 1933, as amended, among other securities, the Bank’s
Structured Warrants (the “Warrants”), to be issued from time to time pursuant to the warrant indenture dated as of October 19, 2018, between the Bank and The Bank of New York Mellon, as trustee.
We hereby consent to any reference to us, in our capacity as Canadian tax counsel to the Bank, or any opinion of ours delivered in that capacity in a product supplement,
product prospectus supplement or pricing supplement relating to the offer and sale of any particular Warrants prepared and filed by the Bank with the Commission on this date or a future date.
In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
VERY TRULY YOURS,
/S/ NORTON ROSE FULBRIGHT CANADA LLP