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Notice regarding Pricing of Non-Dilutive Non-Cumulative Perpetual Preferred Securities(1/1)


Sumitomo Mitsui Financial Group, Inc.

 

Notice regarding Pricing of Non-Dilutive Non-Cumulative Perpetual Preferred Securities

 

TOKYO, October 7, 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 August 24, 2009.

As a result of the issuance of the Preferred Securities (the total amount of which is JPY 45 billion), the total issue amount of the preferred securities issued by the relevant subsidiary will be JPY 388 billion, combined with the total issue amount of the preferred securities (JPY 343 billion), the conditions of which were announced in the “Notice regarding Pricing of Non-Dilutive Non-Cumulative Perpetual Preferred Securities” dated September 16, 2009.

SMFG has no plans for any further issuance of preferred securities by the relevant subsidiary in the future.

PARTICULARS

 

Issuers

SMFG Preferred Capital JPY 3 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 (Series D)

The Preferred Securities are not convertible into common stock of SMFG

Total Issue Amount

JPY 45 billion

Dividend Rate

3.94% per annum (Fixed rate until January 2015)

Floating rate after January 2015 (non step-up)

Issue Price

JPY 100 million per Preferred Security

Use of Proceeds

To be ultimately applied to strengthen the capital base of Sumitomo Mitsui Banking Corporation, a banking subsidiary of SMFG

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

Scheduled Issue Date

October 15, 2009

Note: The above description is prepared on the assumptions that SMFG performs necessary filings and obtains the approval, required under the relevant laws.


 

(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 September 16, 2009, are as follows:

 

Issuers

SMFG Preferred Capital JPY 3 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
(Series A)

Japanese yen denominated Non-Cumulative Perpetual Preferred Securities
(Series B)

Japanese yen denominated Non-Cumulative Perpetual Preferred Securities
(Series C)

The Preferred Securities are not convertible into common stock of SMFG

Total Issue Amount

JPY 99.0 billion

JPY 164.5 billion

JPY 79.5 billion

Dividend Rate

4.06% per annum (Fixed rate until January 2020)

Floating rate after January 2020 (with step-up)

4.56% per annum (Fixed rate until January 2020)

Floating rate after January 2020 (non step-up)

3.98% per annum (Fixed rate until January 2015)

Floating rate after January 2015 (non step-up)

Issue Price

JPY 100 million per Preferred Security

Use of Proceeds

To be ultimately applied to strengthen the capital base of Sumitomo Mitsui Banking Corporation, a banking subsidiary of SMFG

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

Issue Date

September 28, 2009

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 September 16, 2009.

 

 

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.

 





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