Notice Regarding Issuance of New Shares(1/1)
Sumitomo
Mitsui Banking Corporation
Notice
Regarding Issuance of New Shares
TOKYO, August 24, 2009 --- Sumitomo
Mitsui Banking Corporation (“SMBC”, President: Masayuki Oku)
hereby announces that its board of directors has resolved the matter relating
to the issuance of its new shares of
its common stock by way of third-party allotment to Sumitomo
Mitsui Financial Group, Inc. (“SMFG”), as set forth below.
1. Issuance of New Shares by way of Third-Party Allotment
relating to the Issuance of New Shares of SMFG
(1)Class and Number of Shares to be Offered
|
20,672,514 shares
of common stock of SMBC
|
(2)Amount to be Paid
|
¥41,405 per share
|
(3) Total Amount to be Paid
|
¥855,945,442,170
|
(4)Amount of Stated
Capital and Additional Paid-in Capital |
¥427,972,721,085
each |
(5)Subscription Period
|
September
9, 2009 (Wed.)
|
(6)Payment Date
|
September 10,
2009 (Thu.)
|
(7)Allottee
|
SMFG in its entirety by way
of third-party allotment
|
(8)Shares not subscribed
within the subscription period in (5) above shall not be issued.
|
|
(9)Any other matters
necessary for the issuance of new shares by way of third-party allotment
shall be determined at the discretion of a Representative Director
of SMBC.
|
|
(10) The issuance of new shares
by way of third-party allotment shall be subject to the effectiveness of their
registration under the Financial Instruments and Exchange Act of Japan.
|
|
SMFG intends to use
the proceeds from the issuance of its new shares resolved at its board of
directors held on May 28, 2009 to subscribe for shares of common stock to be
issued by way of third-party allotment as described above.
2. Issuance of New Shares by way of Third-Party Allotment
relating to the Issuance of Preferred Securities through an overseas special
purpose subsidiary of SMFG
(1)Class and Number
of Shares to be Offered
|
8,211,569 shares
of common stock of SMBC
|
(2)Amount to be Paid
|
¥41,405 per share
|
(3) Total Amount to be Paid
|
¥340,000,014,445
|
(4)Amount of Stated
Capital and Additional Paid-in Capital |
The amount of stated capital to be increased:¥170,000,007,223 |
(5)Subscription Period
|
September 28,
2009 (Mon.)
|
(6)Payment Date
|
September 29,
2009 (Tue.)
|
(7)Allottee
|
SMFG in its entirety by way
of third-party allotment
|
(8)Shares not subscribed
within the subscription period in (5) above shall not be issued.
|
|
(9)Any other matters
necessary for the issuance of new shares by way of third-party allotment
shall be determined at the discretion of a Representative Director
of SMBC.
|
|
(10) The issuance of new shares
by way of third-party allotment shall be subject to the effectiveness of their
registration under the Financial Instruments and Exchange Act of Japan.
|
|
SMFG has resolved
today at its board of directors to establish a wholly-owned overseas special
purpose subsidiary in the Cayman Islands and to issue perpetual preferred
securities through the subsidiary.SMFG
intends to use the proceeds from the issuance of the preferred securities to
subscribe for shares of common stock to be issued by way of third-party
allotment as described above.
Accordingly, depending on the
total issue amount of the preferred securities, all or a part of the shares to
be offered may not be subscribed for, which may result in a decrease in the
maximum number of shares planned to be offered, or in the cancellation of the
entire issuance due to forfeiture.
Reference
1. Change in the number of issued
shares as a result of this issuance of new shares by way of third-party allotment
(1) Total number of issued shares at present |
Common Stock |
56,355,849 shares |
|
Total:
|
56,425,850 shares
|
(2) Increase in number of shares by way of third-party
allotment as described in “1. Issuance of New Shares by way of Third-Party
Allotment relating to the Issuance of New Shares of SMFG”:
|
Common Stock
|
20,672,514 shares
|
(3) Total number of issued shares after the third-party
allotment:
|
Common Stock |
77,028,363 shares |
|
Total:
|
77,098,364 shares
|
(4) Increase in number of shares by way of third-party
allotment as described in“2. Issuance of New Shares by way of Third-Party
Allotment relating to the Issuance of Preferred Securities through the
overseas special purpose subsidiary of SMFG”:
|
Common Stock
|
8,211,569 shares (note)
|
(5) Total number of issued shares after the third-party
allotment:
|
Common Stock |
85,239,932 shares (note) |
|
Total:
|
85,309,933 shares (note)
|
(note) These figures are based on
the assumption that the new shares to be issued in “2. Issuance of New Shares
by way of Third-Party Allotment relating to the Issuance of Preferred
Securities through the overseas special purpose subsidiary of SMFG”are all subscribed by the Allottee described therein
and issued.
2. Use of proceeds
The proceeds from the third-party
allotment estimated to be JPY 1,191,758,647,615 are planned to be used for
general corporate purposes.
3. Outline of the company to which the
new shares are to be allocated
(as of August 24, 2009)
Company name:
|
SMFG
|
Head office address:
|
1-2, Yurakucho 1-chome, Chiyoda-ku, Tokyo,
Japan
|
Amount of Stated Capital:
|
¥1,851,389
million
|
Representative:
|
President: Teisuke Kitayama
|
Business description:
|
Bank holding company
|
Capital relationship with SMBC:
|
SMBC’s parent company |
This press release has been prepared for the sole
purpose of publicly announcing SMBC’s issuance of its new shares, and not for
the purpose of soliciting investment or any other similar activities within or
outside Japan. This press release is not an offer of securities for sale within
or outside Japan. The securities referred to above have not been, and will not
be registered under the United States Securities Act of 1933, as amended (the
"Securities Act"). The securities may not be offered or sold in the
United States absent registration or an exemption from registration under the
Securities Act.
Copyright © 2009 Sumitomo Mitsui Banking Corporation. All Rights Reserved.