Sumitomo Mitsui Financial Group, Inc.

 

 

Notice Regarding Determination of Issue Price, Selling Price, etc.

 

 

 

TOKYO, January 20, 2010 --- Sumitomo Mitsui Financial Group, Inc. (“SMFG”, President: Teisuke Kitayama) hereby announces that it has determined the issue price and the selling price and other matters relating to the issuance of new shares of its common stock and the secondary offering of shares of its common stock resolved at the meeting of the Board of Directors held on January 6, 2010, as set forth below.

 

 

 

1.  Issuance of New Shares by way of Offering

 

(1)  Number of Shares to be Offered1	Total of the number of shares of common stock of SMFG set forth in (i) through (iii) below:                                 340,000,000  shares (i)          Number of shares in the Japanese public offering:                                                                                    160,000,000 shares (ii)        Number of shares to be purchased by the international managers (“International Managers”, and collectively with the Japanese underwriters, the “Underwriters”) in the offering to be made overseas (the “International Offering”):                                                                                     154,000,000 shares (iii)       Number of shares subject to an option to purchase additional newly issued shares of common stock to be granted to the International Managers in connection with the International Offering:                                                             26,000,000 shares
(2)  Issue Price2	¥2,804  per share
(3)  Total Issue Price1	¥953,360,000,000
(4)  Amount to be Paid2	¥2,702.81  per share
(5)  Total Amount to be Paid1	¥918,955,400,000
(6)  Amount of Stated Capital and Additional Paid-in Capital to be Increased1	The Amount of Stated Capital to be Increased:     ¥459,477,700,000 The Amount of Additional Paid-in Capital to be Increased: ¥459,477,700,000
(7)  Subscription Period (in the Japanese public offering)	Thursday, January 21, 2010 – Friday, January 22, 2010
(8)  Payment Date	Wednesday, January 27, 2010

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1         These figures are based on the assumption that the International Managers exercise in full the option set forth in (1)(iii) above.

2         The Underwriters shall purchase the shares at the amount to be paid and offer the shares at the issue price.

 

 

2.  Secondary Offering of Shares (Offering by way of Over-Allotment) (See “Reference” item 2. below)

 

(1)  Number of Shares to be Offered	20,000,000 shares
(2)  Selling Price	¥2,804  per share
(3) Total Selling Price	¥56,080,000,000
(4)  Subscription Period	Thursday, January 21, 2010 – Friday, January 22, 2010
(5)  Delivery Date	Thursday, January 28, 2010

 

3.  Issuance of New Shares by way of Third-Party Allotment (See “Reference” item 2. below)

 

(1)  Amount to be Paid	¥2,702.81   per share
(2)  Total amount to be Paid	¥54,056,200,000  (maximum)
(3)  Amount of Stated Capital and Additional Paid-in Capital to be Increased	The Amount of Stated Capital to be Increased:            ¥27,028,100,000  (maximum) The Amount of Additional Paid-in Capital to be Increased: ¥27,028,100,000  (maximum)
(4)  Subscription Period	Tuesday, February 9, 2010
(5)  Payment Date	Wednesday, February 10, 2010

 

 

 

Reference

 

1.        Calculation of Issue Price and Selling Price

 

(1)             Calculation Reference Date and Price:                                                                    Wednesday, January 20, 2010     ¥2,891

(2)             Discount Rate:                                                                                                                                                               3.01%

 

2.        The Offering by way of Over-Allotment

 

     The Offering by way of Over-Allotment in “2. Secondary Offering of Shares (Offering by way of Over-Allotment)” above is a secondary offering in Japan to be made in conjunction with the Japanese public offering in “1. Issuance of New Shares by way of Offering” in an amount of 20,000,000 shares that will be borrowed by one of the Joint Lead Managers for the Japanese public offering from certain shareholder(s) of SMFG (the “Borrowed Shares”), taking into account market demand for the offerings and other conditions.

     In connection with the Offering by way of Over-Allotment, the Board of Directors of SMFG has resolved, at the meeting held on January 6, 2010 (Wed.), that SMFG will issue 20,000,000 shares of its common stock by way of third-party allotment to that Joint Lead Manager with the payment date set to be February 10, 2010 (Wed.), as mentioned in “3. Issuance of New Shares by way of Third-Party Allotment” above.

     That Joint Lead Manager may conduct stabilizing transactions during the period from Thursday, January 21, 2010 through Friday, January 22, 2010, and the shares of common stock of SMFG purchased through such stabilizing transactions may be used, in whole or in part, to return the Borrowed Shares.

     In addition, shares of common stock purchased through stabilization transactions, may, in whole or in part, be transferred to the International Managers for the purpose of partially settling the International Offering.

     Furthermore, that Joint Lead Manager may also purchase shares of common stock of SMFG on the Tokyo Stock Exchange, Inc., up to the number of shares to be offered in the Offering by way of Over-Allotment (20,000,000 shares) (the “Syndicate Cover Transactions”) during the period from Saturday, January 23, 2010 through Friday, February 5, 2010 (the “Syndicate Cover Transaction Period”), and such shares of SMFG common stock purchased through Syndicate Cover Transactions shall be used to return the Borrowed Shares. During the Syndicate Cover Transaction Period, that Joint Lead Manager might not conduct any Syndicate Cover Transactions or may terminate any Syndicate Cover Transactions before the number of shares purchased reaches the number of shares offered in the Offering by way of Over-Allotment.

     That Joint Lead Manager plans to accept, by using the proceeds from the Over-Allotment, the allotment under the Issuance of New Shares by way of Third-Party Allotment of an equivalent number of shares of common stock of SMFG obtained by deducting (a) the number of shares purchased through stabilization transactions and Syndicate Cover Transactions that are to be used to return the Borrowed Shares, from (b) the number of shares to be offered in the Over-Allotment (20,000,000 shares).

     Accordingly, all or a part of the shares to be issued under the Issuance of New Shares by way of Third-Party Allotment may not be subscribed for, which may result in a decrease in the maximum number of shares planned to be issued under the Issuance of New Shares by way of Third-Party Allotment, or in the cancellation of the entire issuance due to forfeiture.

     The above transaction shall be made by that Joint Lead Manager in consultation with other two designated Joint Lead Managers for the Japanese public offering.

 

3.        Use of Proceeds

SMFG plans to use the proceeds from the Japanese public offering, the International Offering and the Third-Party Allotment, estimated to be up to ¥968,074,600,000, to subscribe for shares of common stock to be issued by Sumitomo Mitsui Banking Corporation, a wholly owned subsidiary of SMFG.

 

 

Note:    This press release does not constitute an offer of any securities for sale. This press release has been prepared for the sole purpose of publicly announcing that SMFG has resolved matters relating to the issuance of its new shares and the secondary offering of its shares, and not for the purpose of soliciting investment or engaging in any other similar activities within or outside Japan. Investors should carefully review a prospectus and supplements or amendments thereto prepared by SMFG prior to making any investment decisions.  This press release is not an offer of securities for sale in the United States. 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.  The securities referred to above will not be publicly offered or sold in the United States.