Normal Course Issuer Bid
June 21 2001 - 2:05AM
UK Regulatory
RNS Number:5923F
Royal Bank of Canada
20 June 2001
ROYAL BANK OF CANADA
(Symbol: "RY")
NOTICE OF INTENTION TO
MAKE A NORMAL COURSE ISSUER BID
The Royal Bank of Canada intends to make a normal course issuer bid (the "Bid")
to purchase up to 18 million of its common shares through the facilities of and
in accordance with the policies of the Toronto Stock Exchange,
1. Name of Issuer
Royal Bank of Canada
200 Bay Street
Royal Bank Plaza
Toronto, Ontario
M5J 2J5
2. Shares Sought
The number of common shares which may be purchased pursuant to the Bid
through the facilities of the Exchange will not exceed, during the 12 month
period of the Bid, 18 million shares, representing approximately 2.6% of the
Bank's issued and outstanding common shares. Following completion of the
Bank's acquisition of Centura Banks, Inc. (in connection with which the Bank
issued approximately 67 million common shares) and subject to certain post
closing adjustments, there were 684,211,465 common shares of the Bank issued
and outstanding as at June 15, 2001.
3. Duration
The Bid will commence on June 22, 2001, and will terminate on June 21, 2002,
or on such earlier date as the Bank completes its purchases pursuant to the
Bid.
4. Method of Acquisition
Purchases of common shares pursuant to the Bid will be effected through the
facilities of the TSE only, at times and in numbers to be determined by the
Bank. Purchases will be made at market prices in accordance with the rules
and policies of the TSE. All common shares purchased under the Bid will be
cancelled.
The Bank will not make any purchase of common shares other than by means of
open market transactions during the period of the Bid.
During the course of the Bid, common shares may be purchased by trustees or
administrators that are not independent of the Bank in the open market to
satisfy net requirements of the Royal Employee Savings and Share Ownership
Plan, the RBC Special Stock Plan, the RBC Directors' Share Purchase Plan,
the RBCI Long Term Incentive Plan, the Centura Banks, Inc. 401(k) Plan and
the RBC DS Savings Plan. Unless otherwise indicated, all of the following
portions of this Notice relate to the purchase of common shares under this
Bid, and not to purchases under such plans.
5. Consideration Offered
The Bank will finance the purchase price of common shares under the Bid from
cash on hand. There are no restrictions on the Bid other than as disclosed
in this Notice.
6. Reasons for the Offer
The purchase of common shares under the Bid will enable the Bank to balance
the imperatives of maintaining strong capital ratios with the ongoing need
to generate shareholder value.
7. Valuations
After reasonable enquiry, the directors and senior officers of the Bank are
not aware of any appraisal or valuation regarding the Bank or its material
assets or securities prepared within the two years preceding the date of
this Notice.
8. Previous Purchases
During the 12 months ended May 31, 2001, the Bank purchased common shares
under a normal course issue bid that was completed on June 23, 2000. The
table below shows purchases made under such bid during the month of June
2000.
Purchases of common shares made by trustees or administrators that are not
independent of the Bank under certain stock based compensation or purchase
plans are also described below.
The Bank has not purchased any other common shares during the 12 months
ended May 31, 2001.
Number of Common Average Price
Shares Purchased during Paid for Common
the 12 Months ended Shares Purchased
Purpose of Purchase May 31, 2001(1) (Cdn.$)(1)
Normal Course Issuer Bid 1,509,400 $38.59
completed June 23,2000
Royal Employee Savings and 1,558,746 $45.65
Share Ownership Plan
RBC Special Stock Plan 46,647 $44.15
RBC Directors' Share Purchase 1,961 $44.74
Plan
RBC DS Savings Plan 621,009 $43.21
Dain Rauscher Corporation
Restricted Stock Purchase(2) 360,057 $51.38
(1) Adjusted to take into account the two-for-one common share split
effected by way of stock dividend paid on October 5, 2000.
(2) Purchase of common shares to satisfy the Bank's obligations regarding
the exchange of Dain Rauscher Corporation restricted stock for Royal
Bank common shares under a merger agreement. Not an ongoing plan.
9. Persons Acting Jointly or In Concert
No person is acting jointly or in concert with the Bank in connection
with the Bid.
10. Acceptance by Insiders, Affiliates, and Associates
The Bank Act (Canada) prohibits any person from owning, either directly or
through controlled entities, more than 10% of the outstanding shares of any
class of the Bank.
Except as set out below, to the knowledge of the directors and senior
officers of the Bank after reasonable enquiry, no director or senior officer
of the Bank and no associate of a director or senior officer of the Bank or
any person acting jointly or in concert with the Bank has any present
intention to sell common shares during the period of the Bid. However, these
persons or companies may sell common shares through the facilities of the
TSE or otherwise during the period of the Bid if circumstances or their
decisions change.
Directors and senior officers of the Bank may, during the period of this
Bid, exercise options to purchase common shares under the existing stock
option plan of the Bank or acquire common shares pursuant to the stock based
compensation or purchase plans referred to in paragraph 4 and, in turn, sell
common shares in open market transactions.
The following directors and senior officers of the Bank have indicated that
they or their associates intend to or may sell common shares of the Bank
prior to June 21, 2002:
Sarah Azzarello Ed Lundy
Carol Ann Bartlett Ian MacKay
Stephen Bitove Francis McAuley
Francine Blackburn Walter Murray
Shauneen Bruder Pam Pitz
John Cleghorn Grant Rasmussen
Peter Currie John Reitsma
Bryan Davies Robert Stewart
Christian Findlay Anne Sutherland
Robert Heisz Mark Tonnesen
Robert Horton Jennifer Tory
Michael Lagopoulos John Truman
Jane Lawson Stephen Walker
Dennice Leahey Wendy Wynn
Jonathan Legg
11. Benefits from the Normal Course Issuer Bid
There are no direct or indirect benefits to any of the persons or companies
named in paragraph 10 of selling or not selling common shares of the Bank
during the course of the Bid.
12. Material Changes in the Affairs of the Bank
There have been no material changes or plans or proposals for material
changes in the affairs of the Bank which have not been generally disclosed.
13. Certificate
The undersigned, Peter W. Currie, Vice-Chairman & Chief Financial Officer,
duly authorized by the board of directors of the Bank, certifies (1) that
the foregoing Notice is complete and accurate and in compliance with Part 6
of the Rules and Policies of the Toronto Stock Exchange, (2) that the
contents of the Notice and the making of the Bid have been authorised by the
board of directors of the Bank, and (3) that the Notice contains no untrue
statement of a material fact and does not omit to state a material fact that
is required to be stated or that is necessary to make a statement not
misleading in the light of the circumstances in which it is made.
DATED at Toronto June 19, 3001.
Peter W. Currie Vice-Chairman & Chief Financial Officer
ROYAL BANK OF CANADA TO REPURCHASE
UP TO 18 MILLION COMMON SHARES
TORONTO, June 19,2001 - Royal Bank of Canada today announced the launch of its
normal course issuer bid to purchase, for cancellation, up to 18 million of its
common shares through the facilities of the Toronto Stock Exchange.
The purchase of common shares under the normal course issuer bid will enable the
bank to balance the imperatives of maintaining strong capital ratios with the
ongoing need to generate shareholder value.
The shares that may be repurchased represent approximately 2.6% of the
684,211,465 common shares outstanding following the bank's acquisition of
Centura Banks, Inc. of Rocky Mount N.C. on June 5, 2001.
Purchases under the normal course issuer bid may commence on June 22, 2001 and
continue for a period of one year. The amount and timing of any such purchases
will be determined by the bank.
During the 12 months ended May 31, 2001, the bank purchased 4,097,820 common
shares at an average price of $43.17 under certain stock-based compensation or
purchase plans and under the bank's previous normal course issuer bid completed
in June 2000.
Media contact:
Chethan Lakshman, Media Relations, Toronto - (416) 974-5506
Investor contact:
Anthony Ostler, Investor Relations, Toronto - (416) 955-7804
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