Notice regarding Tender Offers for Non-Cumulative Perpetual Preferred Securities andPerpetual Subordinated Bonds in Overseas Markets(1/1)
Sumitomo
Mitsui Financial Group, Inc.
Notice regarding Tender Offers for Non-Cumulative
Perpetual Preferred Securities and
Perpetual Subordinated Bonds in Overseas
Markets
TOKYO, January 6,
2010 --- Sumitomo Mitsui Financial Group, Inc. (SMFG, President:
Teisuke Kitayama) hereby announces that it has decided
to implement tender offers by SMFG Preferred Capital USD
1 Limited and SMFG Preferred Capital GBP 1 Limited (collectively,
the “Issuers”), each of which is a wholly owned subsidiary
of SMFG, in overseas markets for the U.S. dollar denominated
Non-Cumulative Perpetual Preferred Securities and the British
pound sterling denominated Non-Cumulative Perpetual Preferred
Securities (collectively, the “Preferred Securities”) issued
by the Issuers, and that Sumitomo Mitsui Banking Corporation
(SMBC, President: Masayuki Oku, and together with the Issuers,
“Offerors”), which is a wholly owned subsidiary of SMFG,
has decided to implement tender offers in overseas markets
for the U.S. dollar denominated Perpetual Subordinated
Bonds and Euro denominated Perpetual Subordinated Bonds
(collectively, the “Perpetual Subordinated Bonds”) issued
by SMBC, with the terms set out below.
The results of the
aforementioned tender offers will be announced after they
are completed.
PARTICULARS
1. Purpose of Tender
Offers
As the
global framework for more stringent regulatory capital
requirements has become clear, SMFG has decided to proactively
establish a resilient capital base and a business portfolio
capable of steady growth in order to provide a platform
for sustainable growth in the new competitive environment.
The tender offers
announced herein, as well as the issuance of new shares
of SMFG by way of a Japanese public offering and an international
offering, which were also announced today, will implement
this strategy. With an enhanced capital base, SMFG will
promote business areas with high potential for growth.
2. Summary of Tender
Offers
(1) The
Preferred Securities
Issuers
|
SMFG
Preferred Capital USD 1 Limited
|
SMFG
Preferred Capital GBP 1 Limited
|
The
issuers are overseas special purpose subsidiaries
established in the
|
||
Securities Subject to Tender Offer
|
U.S.
dollar denominated Non-Cumulative Perpetual Preferred
Securities
|
British
pound sterling denominated Non-Cumulative Perpetual
Preferred Securities
|
Scheduled Purchase Amount
(Note
1)
|
USD
1,650 million
(Liquidation
preference basis)
|
GBP
500 million
(Liquidation
preference basis)
|
Scheduled Offer Period
|
From
|
|
Purchase Price
|
The
purchase price per liquidation preference of USD
1,000 will equal the present value as of the scheduled
purchase date of (i) liquidation preference of the
preferred securities and (ii) all remaining dividend
payments to be made up to (and including) the dividend
payment date in January 2017, assuming that the preferred
securities are redeemed on the dividend payment date
in January 2017 (for the holders who tender after 9:00
a.m., New York City time, on January 22, 2010,
the purchase price will be the above amount minus
USD 50 per liquidation preference of USD 1,000) (Note
2, 3)
|
The
purchase price per liquidation preference of GBP
1,000 will equal the present value as of the scheduled
purchase date of (i) liquidation preference of the
preferred securities and (ii) all remaining dividend
payments to be made up to (and including) the dividend
payment date in January 2017, assuming that the preferred
securities are redeemed on the dividend payment date
in January 2017 (for the holders who tender after
9:00 a.m., New York City time, on January 22, 2010,
the purchase price will be the above amount minus
GBP 50 per liquidation preference of GBP 1,000) (Note
2, 3)
|
Scheduled Purchase Date
|
|
|
Conditions
of Offer
|
The
tender offers for the Preferred Securities will be
implemented only when certain conditions, including
that the payment in respect of the issuance of new
shares of SMFG by way of a Japanese public offering
and the international offering, both of which were
announced today, have been fulfilled.
|
|
(Note
1) All Preferred Securities tendered will be purchased.
(Note
2) The present value as of the scheduled purchase date
of liquidation preference and all remaining dividend payments
to be made up to (and including) the dividend payment date
in January 2017, assuming that the preferred securities
are redeemed on the dividend payment date in January 2017,
is calculated by discounting at a rate which is the sum
of the (a) yield to maturity on the US Treasury or the
gild-edged bonds, as the case may be, specified as the
reference security, which is calculated based on the bid-side
price of such reference security at 9:00 a.m., New York
City time, on January 22, 2010 (the “Price Determination
Date”), and (b) a specified fixed spread. Therefore, the
applicable purchase price will change depending on yield
to maturity of the applicable reference security on the
applicable Price Determination Date. The applicable purchase
prices calculated based on the applicable hypothetical
yields to maturity of the applicable reference securities
as of
(Note
3) The purchase price per USD 1,000 and GBP 1000 liquidation
preference of the preferred securities is capped at USD
1,000 or GBP 1,000, as the case may be.
(2) The
Perpetual Subordinated Bonds
Issuer
|
SMBC
|
|
Bonds Subject to Tender Offer
|
U.S.
dollar denominated Perpetual Subordinated Bonds
|
Euro
denominated Perpetual Subordinated Bonds
|
Scheduled Purchase Amount
(Note
1)
|
USD
1,350 million
(Principal
amount basis)
|
EUR
700 million
(Principal
amount basis)
|
Scheduled Offer Period
|
From
|
|
Purchase Price
|
The
purchase price per the principal amount of USD 1,000
will equal the present value as of the scheduled
purchase date of (i) principal amount of the subordinated
bonds and (ii) all remaining interest payments to
be made up to (and including) the interest payment
date in October 2015, assuming that the subordinated
bonds are redeemed on the interest payment date in
October 2015 (for the holders who tender after 9:00
a.m., New York City time, on January 22, 2010, the
purchase price will be the above amount minus USD
50 per the principal amount of USD 1,000) (Note 2)
|
The
purchase price per the principal amount of EUR 1,000
will equal the present value as of the scheduled
purchase date of (i) principal amount of the subordinated
bonds and (ii) all remaining interest payments to
be made up to (and including) the interest payment
date in October 2015, assuming that the subordinated
bonds are redeemed on the interest payment date in
October 2015 (for the holders who tender after 9:00
a.m., New York City time, on January 22, 2010, the
purchase price will be the above amount minus EUR
50 per the principal amount of EUR 1,000) (Note 2)
|
Scheduled Purchase Date
|
|
|
Conditions
of Offer
|
The
tender offers for the Perpetual Subordinated Bonds
will be implemented only when certain conditions,
including that the payment in respect of the issuance
of new shares of SMFG by way of a Japanese public
offering and an international offering, both of which
were announced today, have been fulfilled.
|
|
(Note
1) All the Perpetual Subordinated Bonds tendered will be
purchased.
(Note
2) The present value as of the scheduled purchase date
of principal amount and all interest payments to be made
up to (and including) the interest payment date in October
2015, assuming that the subordinated bonds are redeemed
on the interest payment date in October 2015 is calculated
by discounting at a rate which is the sum of the (a) yield
to maturity on the US Treasury or the German Bonds, as
the case may be, specified as reference security, which
is calculated based on the bid-side price of such reference
security at 9:00 a.m., New York City time, on the Price
Determination Date, and (b) a specified fixed spread. Therefore,
the applicable purchase price will change depending on
yield to maturity of the applicable reference security
on the applicable Price Determination Date. The purchase
prices calculated based on the applicable hypothetical
yields to maturity of the applicable reference securities
as of
3. Summary of Securities
Subject to Tender Offers
(1) The
Preferred Securities
Issuers
|
SMFG
Preferred Capital USD 1 Limited
|
SMFG
Preferred Capital GBP 1 Limited
|
Types of Securities
|
U.S.
dollar denominated Non-Cumulative Perpetual Preferred
Securities
|
British
pound sterling denominated Non-Cumulative Perpetual
Preferred Securities
|
Total Issue Amount
|
USD
1,650 million
|
GBP
500 million
|
Issue Price
|
USD
1,000 per Preferred Security
|
GBP
1,000 per Preferred Security
|
Dividend Rate
|
6.078%
per annum
(Fixed
rate until January 2017)
Floating
rate after January 2017
|
6.164%
per annum
(Fixed
rate until January 2017)
Floating
rate after January 2017
|
Redemption Date
|
Undated
(redeemable at the option of the Issuers, in whole
or in part, subject to compliance with applicable
laws and regulations (including the prior approval
of the Financial Services Agency of Japan (the “FSA”),
if required), on the dividend payment date in January
2017 and each dividend payment date thereafter.)
|
|
Issue Date
|
|
|
(2) The
Perpetual Subordinated Bonds
Issuer
|
SMBC
|
|
Types of Bonds
|
U.S.
dollar denominated Unsecured Perpetual Subordinated
Bonds
|
Euro
denominated Unsecured Perpetual Subordinated Bonds
|
Total Issue Amount
|
USD
1,350 million
|
EUR
700 million
|
Issue Price
|
99.473%
of the principal amount
|
99.002%
of the principal amount
|
Interest Rate
|
5.625%
per annum
(Fixed
rate until October 2015)
Floating
rate after October 2015
|
4.375%
per annum
(Fixed
rate until October 2015)
Floating
rate after October 2015
|
Redemption Date
|
Undated
(redeemable at the option of the Issuer, in whole
or in part, subject to the prior approval of the
FSA, on the interest payment date in October 2015
and each interest payment date thereafter.)
|
|
Issue Date
|
|
|
OFFER RESTRICTIONS
The distribution of the Offer to Purchase dated
United
Kingdom
The communication of the Offer to Purchase and any other
documents or materials relating to the Offer to Purchase is not being made and
such documents and/or materials have not been approved by an authorized person
for the purposes of section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom, and are only
for circulation to persons outside the United Kingdom or to persons within the
United Kingdom falling within the definition of investment professionals (as
defined in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”))
or within Article 43(2) of the Order, or to other persons to whom it may
lawfully be communicated in accordance with the Order.
Italy
The Offers are not being made in
Belgium
The Offer to Purchase is not addressed to, and may not be
accepted by, any holder who is resident in Belgium and is not a qualified
investor (investisseur
qualifié/gekwalificeerde belegger) as defined pursuant to Article 10 of the
Belgian law of June 16, 2006 on public offerings of investment instruments and
the admission of investment instruments to trading on regulated markets.
France
Neither the Offer to Purchase, nor any other offering
material or information relating to the Offers, has been submitted for
clearance to the Autorité des Marchés
Financiers and they may not be released, issued, or distributed or caused
to be released, issued, or distributed, directly or indirectly, to the public
in the French Republic, except to (i) providers of investment services relating
to portfolio management for the account of third parties and/or (ii) qualified
investors (investisseurs qualifiés),
other than individuals, all as defined in, and in accordance with, Articles
L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier.
Cayman Islands
No offer or invitation under the Offer to Purchase may be
made to the public in the
General
The Offer to Purchase does not constitute an offer to buy
or a solicitation of an offer to sell the Securities, and Securities tendered
will not be accepted from holders of Securities in any jurisdiction in which
such offer or solicitation is unlawful. In any jurisdiction in which an Offer
is required to be made by a licensed broker or dealer, such Offer will be
deemed to be made on behalf of the applicable Offeror by one of the Dealer
Managers or one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
Forward Looking Statements
This press release
contains forward-looking statements. Such
forward-looking statements are not guarantees of future
performance and involve risks and uncertainties. In
addition, other written or oral communications provided
by SMFG or the Offerors from time to time may contain “forward-looking
statements.” Forward-looking statements are not
historical facts but instead are based on certain assumptions
by management and represent only beliefs regarding future
events, many of which, by their nature, are inherently
uncertain and outside our control. Forward-looking statements are often
identified by words or phrases such as “is anticipated,”
“are expected to,” “are estimated to be,” “intend to,”
“believe,” “will likely result,” “projected,” “may,” “we
envision,” “designed to,” “target,” “goal,” “objective,”
or other similar words or phrases. These
forward-looking statements are subject to certain risks
and uncertainties, including those described in this press
release, that could cause actual results to differ materially
from those projected. When considering forward-looking
statements, you should keep in mind the risk factors and
other cautionary statements in the Offer to Purchase. You
should not place undue reliance on any forward-looking
statement. Neither SMFG nor the Offerors undertake
any obligation to update any forward-looking information
except as may be required by law.
Disclaimer:
This document is
prepared for the purpose of the public disclosure of tender
offers of securities issued by overseas subsidiaries of
Sumitomo Mitsui Financial Group, Inc. and Sumitomo Mitsui
Banking Corporation, and does not constitute a solicitation
of an offer to purchase of any securities inside or outside
of Japan.
Copyright © 2009 Sumitomo Mitsui Banking Corporation. All Rights Reserved.