Sumitomo Mitsui Financial Group, Inc.

 

Notice Regarding Purchase Price and Preliminary Amount Tendered for Tender Offers for
Non-Cumulative Perpetual Preferred Securities and Perpetual ブックメーカー 賭け 方 in Overseas Markets

 

 

 

        TOKYO, January 25, 2010 --- Sumitomo Mitsui Financial Group, Inc. (SMFG, President: Teisuke Kitayama) hereby announces the purchase price of each ブックメーカー 賭け 方 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., New York City time, on January 22, 2010.

 

PARTICULARS

 

 

 

1.     Purchase Price and Amount Tendered (as of 9:00 a.m., New York Citytime, onJanuary 22, 2010)

 

(1)   The ブックメーカー 賭け 方

 

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 ブックメーカー 賭け 方	British pound sterling denominated Non-Cumulative Perpetual ブックメーカー 賭け 方
Purchase Price	USD 954.36 per liquidation preference of USD 1,000 (for the holders who tender after 9:00 a.m., New York Citytime, onJanuary 22, 2010, USD 904.36)	GBP 911.66 per liquidation preference of GBP 1,000 (for the holders who tender after 9:00 a.m., New York Citytime, onJanuary 22, 2010, GBP 861.66)
Amount Tendered	USD 989,429,000.00 (Liquidation preference basis)	GBP 426,424,000.00 (Liquidation preference basis)

 

 

(2)   The Perpetual ブックメーカー 賭け 方

 

Issuer	SMBC
Bonds Subject to Tender Offer	U.S. dollar denominated Perpetual ブックメーカー 賭け 方	Euro denominated Perpetual ブックメーカー 賭け 方
Purchase Price	USD 1,067.87 per principal amount of USD 1,000 (for the holders who tender after 9:00 a.m., New York Citytime, onJanuary 22, 2010, USD 1,017.87)	EUR 976.01 per principal amount of EUR 1,000 (for the holders who tender after 9:00 a.m., New York Citytime, onJanuary 22, 2010, EUR 926.01)
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 ブックメーカー 賭け 方

 

Issuers	SMFG Preferred Capital USD 1 Limited	SMFG Preferred Capital GBP 1 Limited
Types of Securities	U.S. dollar denominated Non-Cumulative Perpetual ブックメーカー 賭け 方	British pound sterling denominated Non-Cumulative Perpetual ブックメーカー 賭け 方
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 ブックメーカー 賭け 方 Cayman Issuers, in whole or in part, subject to compliance with applicable laws and regulations (including the prior approval ブックメーカー 賭け 方 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	December 18, 2006

 

(2)   The Perpetual ブックメーカー 賭け 方

 

Issuer	SMBC
Types of Bonds	U.S. dollar denominated Unsecured Perpetual ブックメーカー 賭け 方	Euro denominated Unsecured Perpetual ブックメーカー 賭け 方
Total Issue Amount	USD 1,350 million	EUR 700 million
Issue Price	99.473% ブックメーカー 賭け 方 principal amount	99.002% ブックメーカー 賭け 方 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 ブックメーカー 賭け 方 FSA, on the interest payment date in October 2015 and each interest payment date thereafter.)
Issue Date	July 22, 2005

 

Offer Restrictions

The distribution ブックメーカー 賭け 方 Offer to Purchase dated January 6, 2010 as supplemented by the pricing announcement on January 22, 2010 (as it may be amended or supplemented, the “Offer to Purchase”) is restricted by law in certain jurisdictions. Persons into whose possession this Offer to Purchase comes are required by the Offerors, SMFG, the dealer managers, the information agents, the depositary and the tender agent to inform themselves of and to observe any of these restrictions.

 

United Kingdom

The communication ブックメーカー 賭け 方 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 ブックメーカー 賭け 方 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) ブックメーカー 賭け 方 Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)) or within Article 43(2) ブックメーカー 賭け 方 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 Italy. The Offer to Purchase has not been submitted to the clearance procedure ブックメーカー 賭け 方 Commissione Nazionale per le Societa e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, holders of Securities are notified that, to the extent holders of Securities are resident and/or located in Italy, the Offer to Purchase is not available to them and, as ブックメーカー 賭け 方, any Security tendered by ブックメーカー 賭け 方 persons shall be ineffective and void, and neither the Offer to Purchase nor any other documents or materials relating to the Offers or the Securities may be distributed or made available in Italy.

 

Belgium

ブックメーカー 賭け 方 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 ブックメーカー 賭け 方 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 ブックメーカー 賭け 方 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, ブックメーカー 賭け 方 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 ブックメーカー 賭け 方 French Code Monétaire et Financier.

 

Cayman Islands

No offer or invitation under ブックメーカー 賭け 方 Purchase may be made to the public in the Cayman Islands.

 

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 ブックメーカー 賭け 方 offer or solicitation is unlawful. In any jurisdiction in which an Offer is required to be made by a licensed broker or dealer, ブックメーカー 賭け 方 Offer will be deemed to be made on behalf ブックメーカー 賭け 方 applicable Offeror by one ブックメーカー 賭け 方 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. ブックメーカー 賭け 方 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 ブックメーカー 賭け 方 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 ブックメーカー 賭け 方 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 ブックメーカー 賭け 方 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.