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 |
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The issuer is an overseas special
purpose subsidiary established in the Cayman Islands, the voting rights of
which are wholly owned by SMFG |
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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 |
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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 pari passu with preferred stock of SMFG |
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Method of Offering |
Private placement to qualified
institutional investors, etc. in Japan |
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Listing |
Unlisted |
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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 pari passu with preferred stock of SMFG |
|||
Method
of Offering |
Private placement to qualified
institutional investors, etc. in Japan |
|||
Listing |
Unlisted |
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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.