News Releases
Notice regarding Establishment of Overseas Special Purpose Subsidiary and Issuance of Non-Dilutive Non-Cumulative Perpetual Preferred Securities(1/1)
Sumitomo Mitsui Financial
Group, Inc.
Notice regarding
Establishment of Overseas Special Purpose Subsidiary and
Issuance of Non-Dilutive
Non-Cumulative Perpetual Preferred Securities
TOKYO,
November 19, 2008 --- Sumitomo Mitsui Financial Group, Inc. (SMFG, President:
Teisuke Kitayama) hereby announces that its board of directors has resolved to
establish a wholly-owned overseas special purpose subsidiary (the “Cayman Subsidiary”)
in the Cayman Islands and to issue perpetual preferred securities through the
Cayman Subsidiary (the “Preferred Securities”).
The
Preferred Securities are non-dilutive non-cumulative perpetual preferred
securities to be issued by the Cayman Subsidiary and are expected to qualify as
Tier I capital under the applicable regulations in Japan. The Preferred
Securities are not convertible into common stock of SMFG.
PARTICULARS
|
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 |
|
The Preferred Securities are not
convertible into common stock of SMFG |
|
|
Total
Issue Amount |
To be determined |
|
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 |
|
Method
of Offering |
Private placement to qualified
institutional investors, etc. in Japan |
|
Listing |
Unlisted |
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 establishment of an
overseas special purpose subsidiary and 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.
