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[Sumitomo Mitsui Financial Group, Inc.]Notice regarding Pricing of Non-Dilutive Non-Cumulative Perpetual Preferred Securities(1/1)
Sumitomo Mitsui Financial Group, Inc.
Notice regarding Pricing of Non-Dilutive Non-Cumulative Perpetual
Preferred Securities
TOKYO, January 8, 2009 --- Sumitomo Mitsui Financial Group, Inc.
(SMFG, President: Teisuke Kitayama) hereby announces that it has decided to
issue additional series of non-dilutive non-cumulative perpetual preferred
securities (the “Preferred Securities”) and that it has determined the
following conditions of the Preferred Securities, with regard to the issuance
of non-dilutive non-cumulative perpetual preferred securities by its overseas
special purpose subsidiary announced in the “Notice regarding Establishment of
Overseas Special Purpose Subsidiary and Issuance of Non-Dilutive Non-Cumulative
Perpetual Preferred Securities” dated November 19, 2008.
As a result of the issuance of the Preferred Securities (the total
amount of which is JPY 160.7 billion), the total issue amount of the preferred
securities issued by the relevant subsidiary will be JPY 698.9 billion,
combined with the total issue amount of the preferred securities (JPY 538.2
billion), the conditions of which were announced in the “Notice regarding
Pricing of Non-Dilutive Non-Cumulative Perpetual Preferred Securities” dated
December 11, 2008.
SMFG has no plans for any further issuance of preferred securities by
the relevant subsidiary in the future.
PARTICULARS
Issuer
|
SMFG
Preferred Capital JPY 2 Limited
|
||
The
issuer is an overseas special purpose subsidiary established in the Cayman
Islands, the voting rights of which are wholly owned by SMFG
|
|||
Type of Security
|
Japanese
yen denominated Non-Cumulative Perpetual Preferred Securities |
Japanese
yen denominated Non-Cumulative Perpetual Preferred Securities |
Japanese
yen denominated Non-Cumulative Perpetual Preferred Securities |
The
Preferred Securities are not convertible into common stock of SMFG
|
|||
Total Issue Amount
|
JPY
33.0 billion
|
JPY
2.0 billion
|
JPY
125.7 billion
|
Dividend Rate
|
5.05% per annum (Fixed rate until July 2019)
Floating rate after July 2019 (non step-up)
|
4.80% per annum (Fixed rate until January 2016)
Floating rate after January 2016 (non
step-up)
|
4.65% per annum (Fixed rate until January 2014)
Floating
rate after January 2014 (non step-up)
|
Issue Price
|
JPY 100
million per Preferred Security
|
||
Use of Proceeds
|
To be
ultimately provided to Sumitomo Mitsui Banking Corporation, a banking
subsidiary of SMFG, as perpetual subordinated loans
|
||
Ranking
|
The
Preferred Securities rank, as to liquidation preferences, effectively paripassu with
preferred stock of SMFG
|
||
Method of Offering
|
Private
placement to qualified institutional investors, etc. in Japan
|
||
Listing
|
Unlisted
|
||
Scheduled Issue Date
|
January
22, 2009
|
Note: The above description is prepared on the assumptions that SMFG
performs necessary filings and obtains the approval, required under the
relevant laws.
Disclaimer:
This
document is prepared for the purpose of public disclosure about issuance of the
Preferred Securities by SMFG and does not constitute a solicitation of an offer
for purchase of any securities in and outside of Japan. This document is not an
offer to sell or a solicitation of any offer to buy the Preferred Securities in
the United States. The Preferred Securities set forth above have not been and
will not be registered under the United States Securities Act of 1933 (the “Act”)
and may not be offered or sold in the United States without registration or an
applicable exemption from the registration requirements under the Act.
(Reference)
The conditions of the non-dilutive
non-cumulative perpetual preferred securities which were announced in the “Notice
regarding Establishment of Overseas Special Purpose Subsidiary and Issuance of Non-Dilutive
Non-Cumulative Perpetual Preferred Securities” dated November 19, 2008, are as
follows:
Issuer
|
SMFG
Preferred Capital JPY 2 Limited
|
|||
The
issuer is an overseas special purpose subsidiary established in the Cayman
Islands, the voting rights of which are wholly owned by SMFG
|
||||
Type of Security
|
Japanese
yen denominated Non-Cumulative Perpetual Preferred Securities |
Japanese
yen denominated Non-Cumulative Perpetual Preferred Securities |
Japanese
yen denominated Non-Cumulative Perpetual Preferred Securities |
Japanese
yen denominated Non-Cumulative Perpetual Preferred Securities |
The
Preferred Securities are not convertible into common stock of SMFG
|
||||
Total Issue Amount
|
JPY
113.0 billion
|
JPY
140.0 billion
|
JPY
140.0 billion
|
JPY
145.2 billion
|
Dividend Rate
|
4.57%
per annum Floating
rate after January 2019 |
5.07%
per annum Floating
rate after July 2019 |
4.87%
per annum Floating
rate after January 2016 |
4.76%
per annum Floating
rate after January 2014 |
Issue Price
|
JPY 100
million per Preferred Security
|
|||
Use of Proceeds
|
Ultimately
provided to Sumitomo Mitsui Banking Corporation, a banking subsidiary of
SMFG, as perpetual subordinated loans
|
|||
Ranking
|
The
Preferred Securities rank, as to liquidation preferences, effectively paripassu with
preferred stock of SMFG
|
|||
Method of Offering
|
Private
placement to qualified institutional investors, etc. in Japan
|
|||
Listing
|
Unlisted
|
|||
Issue Date
|
December
18, 2008
|
Note: The “Preferred Securities” referred to in the above chart means
the non-dilutive non-cumulative perpetual preferred securities conditions of
which were announced in the “Notice regarding Establishment of Overseas Special
Purpose Subsidiary and Issuance of Non-Dilutive Non-Cumulative Perpetual
Preferred Securities” dated November 19, 2008.
Disclaimer:
This
document is prepared for the purpose of public disclosure about issuance of the
Preferred Securities by SMFG and does not constitute a solicitation of an offer
for purchase of any securities in and outside of Japan. This document is not an
offer to sell or a solicitation of any offer to buy the Preferred Securities in
the United States. The Preferred Securities set forth above have not been and
will not be registered under the United States Securities Act of 1933 (the “Act”)
and may not be offered or sold in the United States without registration or an
applicable exemption from the registration requirements under the Act.