Actionable news
0
All posts from Actionable news
Actionable news in RY: ROYAL BANK OF CANADA,

Post-Effective amendments for registration statement

Post-Effective Amendment No. 1 on

(Exact Name of Registrant as Specified in Its Charter)

Not Applicable

(Translation of Registrant’s name into English)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this post-effective amendment to the Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

All filing fees payable in connection with the securities on this Registration Statement were previously paid upon the filing of the Registration Statement on March 9, 2015.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.

Royal Bank of Canada, a Canadian chartered bank (“RBC”, the “registrant”, “we” or “our”), hereby amends its Registration Statement on Form F-4 (File No. 333-202632) filed under the Securities Act of 1933, as amended, with the Securities and Exchange Commission on March 9, 2015, as amended by Pre-Effective Amendment No. 1 to the Registration Statement on Form F-4 filed on April 20, 2015 (the “Registration Statement”) by filing this Post-Effective Amendment No. 1 on Form F-3 (this “Form F-3”) containing an updated prospectus relating to the offer and sale of 85,456 RBC common shares, without nominal or par value, issuable upon the exercise of certain outstanding equity awards held by former employees of City National Corporation (“City National”), which merged with and into RBC USA Holdco Corporation, a Delaware corporation (“Holdco”), effective November 2, 2015, pursuant to the Agreement and Plan of Merger, dated as of January 22, 2015, by and among RBC, City National and Holdco (the “Merger Agreement”). At the effective time of the merger, each City National stock option, whether vested or unvested, that was outstanding and unexercised immediately prior to the effective time of the merger was converted automatically into an option to purchase RBC common shares on the terms specified in the Merger Agreement. The RBC common shares underlying the options held by former employees were initially registered by RBC on the Form F-4, which became effective on April 22, 2015. This Post-Effective Amendment is being filed to convert 85,456 RBC common shares covered by the Form F-4 to be covered by the Form F-3.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the post-effective amendment to the Registration Statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

This prospectus relates to 85,456 common shares of Royal Bank of Canada (“RBC”, “we” or “our”), without par value, which may be offered and sold pursuant to outstanding options to purchase RBC common shares held by persons who were former employees of City National Corporation (“City National”) on November 2, 2015, the date that City National was merged into a wholly owned subsidiary of RBC and options to purchase shares of common stock of City National became options to purchase common shares of RBC.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

RBC common shares trade under the symbol “RY” on the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange (“NYSE”).

Investing in our common shares involves risks. See “Risk Factors” on page 1, and under similar headings in other documents that are incorporated by reference into this prospectus.

The date of this prospectus is November 2 , 2015.

Our business is subject to uncertainties and risks. You should carefully consider and evaluate all of the information included and incorporated by reference in this prospectus, including the risk factors incorporated by reference from RBC’s Annual Report on Form 40-F for the fiscal year ended October 31, 2014 (the “2014 Annual Report”), including the categories of risks identified and discussed in the “Risk management” and “Overview of other risks” sections of RBC’s management’s discussion and analysis included in the 2014 Annual Report (the “2014 Management’s Discussion and Analysis”), the “Risk management” section of RBC’s management’s discussion and analysis for the three- and nine-month periods ended July 31, 2015 (the “Q3 2015 Management’s Discussion and Analysis”), and from time to time in other filings with the SEC. We encourage you to read these risk factors in their entirety. In addition to these risks, other risks and uncertainties not presently known to us or that we currently deem immaterial may also adversely affect our business operations and financial condition. Such risks could cause actual results to differ materially from anticipated results. This could cause the trading price of our common shares to decline, perhaps significantly, and you may lose part or all of your investment.

From time to time, we make written or oral forward-looking statements within the meaning of certain securities laws, including the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. We may make forward-looking statements in this prospectus, in the documents incorporated by reference herein, in other filings with Canadian regulators or the Securities and Exchange Commission (the “SEC”), in other reports to shareholders and in other communications. Forward-looking statements in this prospectus and the documents incorporated by reference herein include, but are not limited to, statements relating to our financial performance objectives, vision and strategic goals, the economic and market review and outlook for Canadian, U.S., European and global economies, the regulatory environment in which we operate, the outlook and priorities for each of our business segments and the risk environment including our liquidity and funding risk. The forward-looking information contained in this document and the documents incorporated by reference herein is presented for the purpose of assisting the holders of our securities and financial analysts in understanding our financial position and results of operations as at and for the periods ended on the dates presented and our financial performance objectives, vision and strategic goals, and may not be appropriate for other purposes. Forward-looking statements are...


More