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 |
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 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.