SMFG-USD500MM-20201119 Revised.Pdf
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SUMITOMO MITSUI FINANCIAL GROUP, INC. USD500,000,000 Callable Zero Coupon Notes due 19 November 2050 (the "Notes") under the ¥3,000,000,000,000 Euro Medium Term Note Programme Issue Price: 100 per cent. of the Aggregate Nominal Amount Issue Date: 19 November, 2020 This information package includes the Base Prospectus dated 28 August 2020 (the "Base Prospectus") in connection with the Issuer's issue of USD500,000,000 Callable Zero Coupon Notes due 19 November 2050 under the ¥3,000,000,000,000 Euro Medium Term Note Programme, and the final terms in respect of the Notes dated 29 October 2020 ("Final Terms", together with the Base Prospectus, the "Information Package"). The Notes will be issued by SUMITOMO MITSUI FINANCIAL GROUP, INC. (the "Issuer"). The Notes are international bonds with loss-absorbing capacity and the relevant risk factors in connection with loss-absorbing capacity are set forth in page 16 to page 19 of the Base Prospectus. The Notes do not include any right to convert or exchange into or subscribe to the Issuer's equity or be written down for principal. Application will be made by the Issuer for the Notes to be listed on the Taipei Exchange (the "TPEx") in the Republic of China (the "ROC"). The Notes will be traded on the TPEx pursuant to the applicable rules of the TPEx. Effective date of listing and trading of the Notes is on or about 19 November 2020. TPEx is not responsible for the content of the Information Package and no representation is made by TPEx to the accuracy or completeness of the Information Package. TPEx expressly disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or part of the contents of this Information Package. Admission to the listing and trading of the Notes on the TPEx shall not be taken as an indication of the merits of the Issuer or the Notes. The Notes have not been, and shall not be, offered, sold or resold, directly or indirectly, in the ROC, to investors other than "professional institutional investors" as defined under Subparagraph 1, Paragraph 1, Article 2-1 of the TPEx Rules Governing Management of Foreign Currency Denominated International Bonds. The Notes may not be offered, sold or delivered, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan (as such term is defined under the Foreign Exchange and Foreign Trade Act of Japan, as amended, and the cabinet orders and ministerial ordinances thereunder), except as otherwise permitted under applicable Japanese laws and regulations. Lead Manager KGI SECURITIES CO. LTD. Managers BNP PARIBAS SA, TAIPEI BRANCH CATHAY UNITED BANK CO., LTD. SUMITOMO MITSUI FINANCIAL GROUP, INC. (incorporated with limited liability in Japan) and SUMITOMO MITSUI BANKING CORPORATION (incorporated with limited liability in Japan) ¥3,000,000,000,000 Euro Medium Term Note Programme This Base Prospectus supersedes the Base Prospectus dated 22 August 2019 prepared in connection with the Programme (as defined below). Under the Euro Medium Term Note Programme described in this Base Prospectus (the “Programme”), Sumitomo Mitsui Financial Group, Inc. (“SMFG”) and Sumitomo Mitsui Banking Corporation (“SMBC” and, together with SMFG, the “Issuers”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue euro medium term notes (“Notes”). Notes issued by SMFG (“SMFG Notes”) may be issued on a senior or subordinated basis and will have a minimum maturity of one year from the date of original issue. Notes issued by SMBC (“SMBC Notes”) will be issued on a senior basis and will have a maturity from between seven days and 30 years from the date of original issue. The aggregate nominal amount of Notes outstanding will not at any time exceed ¥3,000,000,000,000 (or the equivalent in other currencies calculated as provided herein). The Issuers may increase or decrease such amount from time to time. Subordinated Notes issued by SMFG will be subject to non-viability loss absorption provisions pursuant to which, if a Non-Viability Event (as defined herein) occurs, the full principal amount of the Subordinated Notes will be permanently written down to zero and be cancelled, and the holder of the Subordinated Notes will be deemed to have irrevocably waived their right to claim or receive any payment of principal of or interest on the Subordinated Notes (including additional amounts with respect thereto, if any), except for any payments of principal or interest (including additional amounts with respect thereto, if any) that have become due and payable prior to the occurrence of the Non-Viability Event, as described further under “Terms and Conditions of the SMFG Notes—Condition 10 (Write-Down upon a Non-Viability Event)”. The Notes will be issued to one or more of the Dealers specified below and any additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a “Dealer” and together the “Dealers”). Application has been made to list the Notes on the Luxembourg Stock Exchange and for such Notes to be admitted to trading on the Euro MTF Market (the “Market”). References in this Base Prospectus to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to trading on the Market. In relation to Notes listed on the Luxembourg Stock Exchange, this Base Prospectus is valid for a period of one year from the date hereof. However, unlisted Notes may be issued pursuant to the Programme. The relevant Final Terms (as defined herein) will specify whether such Notes will be listed on the Luxembourg Stock Exchange (or any other stock exchange). This Base Prospectus constitutes a prospectus for the purposes of Part IV of the Luxembourg law on prospectuses for securities dated 16 July 2019. In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising Manager(s) (or any person acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail for a limited period after the issue date. However, there may be no obligation on the Stabilising Manager(s) (or any person acting on behalf of any Stabilising Manager) to do this. Such stabilising, if commenced, may be discontinued at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche and 60 days after the date of the allotment of the relevant Tranche. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or any person) acting on behalf of any Stabilising Manager(s) in accordance with all applicable laws and rules. The Programme has been rated by Moody’s Japan K.K., by S&P Global Ratings Japan Inc. and by Japan Credit Rating Agency, Ltd. Tranches of Notes (as defined in “Summary of the Programme”) issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will not necessarily be the same as the ratings assigned to the Programme. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency. There can be no assurance that the ratings of the Programme will remain for any given period of time or that the ratings will not be lowered or withdrawn entirely if, in the judgement of such agency, circumstances in the future so warrant. A revision, suspension or withdrawal of the rating assigned to the Notes may adversely affect the market price of the Notes. See “Summary of the Programme”. This Base Prospectus may only be used for the purposes for which it has been published. Arranger SMBC NIKKO Dealers Barclays BNP PARIBAS BofA Securities Citigroup Deutsche Bank Goldman Sachs International HSBC J.P. Morgan Nomura SMBC NIKKO UBS Investment Bank Base Prospectus dated 28 August 2020 SMFG having made all reasonable enquiries confirms that this Base Prospectus contains all information with respect to itself and its subsidiaries and affiliates and the Notes that is material in the context of the issue and offering of the Notes, the statements contained in this Base Prospectus are in every material particular true and accurate and not misleading, the opinions and intentions expressed in this Base Prospectus are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions, there are no other facts in relation to it and its subsidiaries and affiliates or the Notes the omission of which would, in the context of the issue and offering of the Notes, make any statement in this Base Prospectus misleading in any material respect and all reasonable enquiries have been made by it to ascertain such facts and to verify the accuracy of all such information and statements. SMBC having made all reasonable enquiries confirms that this Base Prospectus contains all information with respect to itself and its subsidiaries and affiliates and the Notes that is material in the context of the issue and offering of the Notes, the statements contained in this Base Prospectus are in every material particular true and accurate and not misleading, the opinions and intentions expressed in this Base Prospectus are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions, there are no other facts in relation to it and its subsidiaries and affiliates or the Notes the omission of which would, in the context of the issue and offering of the Notes, make any statement in this Base Prospectus misleading in any material respect and all reasonable enquiries have been made by it to ascertain such facts and to verify the accuracy of all such information and statements.