Bank of Canada Completes $300M Public Offering

On November 3, 2008, Royal Bank of Canada completed a “bought deal” public offering in Canada of $300 million of Non-Cumulative, Five Year Rate Reset First Preferred Shares Series AL. 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 February 24, 2014, in the amount of $1.40 per share, to yield 5.60 per cent annually.

Subject to regulatory approval, on or after February 24, 2014, the bank may redeem the Preferred Shares Series AL in whole or in part at par. Thereafter, the dividend rate will reset every five years at a rate equal to 2.67 per cent over the five-year Government of Canada bond yield. Holders of Preferred Shares Series AL 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 AM on February 24, 2014, and on February 24 every five years thereafter.

The Series AL Preferred Shares were issued under a prospectus supplement dated October 27, 2008, 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 Scotia Capital Inc., CIBC World Markets Inc., BMO Nesbitt Burns Inc., TD Securities Inc., Desjardins Securities Inc., National Bank Financial Inc., HSBC Securities (Canada) Inc., Canaccord Capital Corporation, Dundee Securities Corporation, Laurentian Bank Securities Inc. and Raymond James Ltd.

Royal Bank of Canada was represented in-house by Paul Guthrie, and by Dawn Whittaker and Joseph Hillier of Ogilvy Renault LLP.

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