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[Sumitomo Mitsui Financial Group, Inc.]Notice Regarding Purchase Price and Preliminary Amount Tendered for Tender Offers for Non-Cumulative Perpetual Preferred Securities and Perpetual Subordinated Bonds in Overseas Markets(1/1)
Sumitomo Mitsui
Financial Group, Inc. |
Notice Regarding Purchase Price and Preliminary Amount
Tendered for Tender Offers for
Non-Cumulative Perpetual Preferred Securities and Perpetual Subordinated Bonds in
Overseas Markets
TOKYO, January 25, 2010
--- Sumitomo Mitsui Financial Group, Inc. (SMFG, President: Teisuke Kitayama)
hereby announces the purchase price of each of 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”) and the U.S. dollar denominated Perpetual Subordinated Bonds and
Euro denominated Perpetual Subordinated Bonds (collectively, the “Perpetual
Subordinated Bonds” and together with the Preferred Securities, the
“Securities”) with regard to the tender offers by SMFG Preferred Capital USD 1
Limited and SMFG Preferred Capital GBP 1 Limited (collectively, the “Cayman Issuers”),
each of which is a wholly owned subsidiary of SMFG, in overseas markets for the
Preferred Securities and with regard to the tender offers by Sumitomo Mitsui
Banking Corporation (SMBC, President: Masayuki Oku, and together with the Cayman
Issuers, the “Offerors”), which is a wholly owned subsidiary of SMFG, in overseas
markets for the Perpetual Subordinated Bonds (collectively, the “Offers”) announced
in the “Notice regarding Tender Offers for Non-Cumulative Perpetual Preferred
Securities and Perpetual Subordinated Bonds in Overseas Markets” dated January 6,
2010, as well as announcing the amount tendered pursuant to the Offers as of
9:00 a.m.,
PARTICULARS
1. Purchase Price and Amount Tendered (as of
(1) The
Preferred Securities
Issuers |
SMFG
Preferred Capital USD 1 Limited |
SMFG
Preferred Capital GBP 1 Limited |
Securities Subject to Tender Offer |
U.S.
dollar denominated Non-Cumulative Perpetual Preferred Securities |
British
pound sterling denominated Non-Cumulative Perpetual Preferred Securities |
Purchase
Price |
USD
954.36 per liquidation preference of USD 1,000 (for the holders who tender
after |
GBP
911.66 per liquidation preference of GBP 1,000 (for the holders who tender after
|
Amount Tendered |
USD
989,429,000.00 (Liquidation
preference basis) |
GBP
426,424,000.00 (Liquidation
preference basis) |
(2) The
Perpetual Subordinated Bonds
Issuer |
SMBC |
|
Bonds Subject to Tender Offer |
U.S.
dollar denominated Perpetual Subordinated Bonds |
Euro
denominated Perpetual Subordinated Bonds |
Purchase Price |
USD
1,067.87 per principal amount of USD 1,000 (for the holders who tender after |
EUR
976.01 per principal amount of EUR 1,000 (for the holders who tender after |
Amount Tendered |
USD
1,021,147,000.00 (Principal
amount basis) |
EUR
368,635,000.00 (Principal
amount basis) |
2. 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 Cayman 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 SMBC, 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.