RBC Completes Bought Deal Public Offering of $325M of Preferred Shares

On April 29, 2009, Royal Bank of Canada completed a bought deal public offering in Canada of $325 million of Non-Cumulative Five Year Rate Reset First Preferred Shares Series AX. The shares were priced at $25.00 per share and holders will be entitled to receive non-cumulative quarterly fixed dividends for the initial period ending November 24, 2014 in the amount of $1.525 per share, to yield 6.10 per cent annually. Thereafter, the dividend rate will reset every five years at a rate equal to 4.13 per cent over the 5-year Government of Canada bond yield.

Holders of Series AX 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 AY on November 24, 2014 and on November 24 every five years thereafter. Subject to regulatory approval, on or after November 24, 2014, the bank may redeem the Series AX.

The Series AX Preferred Shares were issued under a prospectus supplement dated April 23, 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., Canaccord Capital Corporation, Raymond James Ltd., Blackmont Capital Inc., Desjardins Securities Inc., Dundee Securities Corporation and Laurentian Bank Securities Inc.

Royal Bank of Canada was represented in-house by Paul Guthrie and David Randell, and by Dawn Whittaker and Mark Bailey of Ogilvy Renault LLP.

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


Maurice J. Swan Mihkel E. Voore Mark A. Bailey Dawn P. Whittaker Rhoda Aylward