Sumitomo Mitsui Banking Corporation (Incorporated Under the Laws of Japan with Limited Liability) U.S.$850,000,000 8.15 Per Cent
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Sumitomo Mitsui Banking Corporation (incorporated under the laws of Japan with limited liability) U.S.$850,000,000 8.15 per cent. Perpetual Subordinated Bonds The U.S.$850,000,000 Perpetual Subordinated Bonds (the ‘‘Bonds’’) of Sumitomo Mitsui Banking Corporation (‘‘SMBC’’) will be issued in the denomination of U.S.$1,000 subject to the terms and conditions attached thereto (the ‘‘Conditions’’). The Bonds are undated and accordingly have no final maturity date and will only be redeemed or repaid in accordance with Conditions 4 or 8. The Bonds are subject to redemption in whole, at their nominal amount, together with accrued interest, at the option of SMBC or in the event of certain changes affecting taxes of Japan, in each case, after having obtained the prior consent of the Japanese Financial Services Agency (the ‘‘FSA’’). See ‘‘Terms and Conditions of the Bonds — Redemption and Purchase’’. Subject to Condition 2(e), the Bonds bear interest from August 1, 2003 at the rate of 8.15 per cent. per annum, payable quarterly in arrear on November 1, February 1, May 1 and August 1 in each year, as described in Condition 3. Payment of principal and interest by SMBC in respect of the Bonds and the Coupons (as defined in the Conditions) shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Japan or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law, as further described in Condition 6. The Bonds will initially be represented by a Temporary Global Bond, without interest coupons, which will be deposited with a common depositary on behalf of Euroclear Bank S.A./N.V. as operator of the Euroclear System (‘‘Euroclear’’) and Clearstream Banking, soci´et´e anonyme (‘‘Clearstream, Luxembourg’’) on or about August 1, 2003. The Temporary Global Bond will be exchangeable for interests in a Global Bond, without interest coupons, on or after a date which is expected to be September 11, 2003 upon certification as to non-U.S. beneficial ownership. The Global Bond will be exchangeable for definitive Bonds in bearer form in the denomination of U.S.$1,000 in certain limited circumstances set out therein. See ‘‘Summary of Provisions relating to the Bonds while in Global Form’’. Application has been made to the Financial Services Authority (the ‘‘UK Listing Authority’’) in its capacity as competent authority under the Financial Services and Markets Act 2000 (the ‘‘FSMA’’) for the Bonds to be admitted to the official list of the UK Listing Authority (the ‘‘Official List’’) and to the London Stock Exchange plc (the ‘‘London Stock Exchange’’) for such Bonds to be admitted to trading on the London Stock Exchange’s market for listed securities. Admission to the Official List of the UK Listing Authority together with admission to trading on the London Stock Exchange’s market for listed securities constitute official listing on a stock exchange. A copy of this document, which comprises listing particulars, has been delivered to the Registrar of Companies in England and Wales as required by Section 83 of the FSMA. This Offering Circular does not constitute an offer of, or solicitation of an offer to buy or subscribe for the Bonds in any jurisdiction in which such offer or solicitation is unlawful. In particular, the Bonds have not been and will not be registered under the U.S. Securities Act of 1933 (the ‘‘Securities Act’’) and Bonds in bearer form are subject to U.S. tax law requirements. Subject to certain exceptions, Bonds may not be offered, sold or delivered within the United States or to U.S. persons. For a description of certain further restrictions on offers and sales of Bonds and distribution of this Offering Circular see ‘‘Subscription and Sale’’. See ‘‘Investment Considerations’’ for a discussion of certain factors that should be considered in connection with an investment in the Bonds. Joint Lead Managers and Joint Bookrunners Goldman Sachs International JPMorgan Daiwa Securities SMBC Europe Citigroup Morgan Stanley UBS Investment Bank Offering Circular dated July 25, 2003 This Offering Circular comprises listing particulars given in compliance with the listing rules made under Section 74 of the FSMA by the UK Listing Authority for the purpose of giving information with regard to SMBC, SMBC and its subsidiaries and affiliates taken as a whole (the ‘‘SMBC Group’’) and the Bonds. SMBC accepts responsibility for the information contained in this document. To the best of the knowledge and belief of SMBC (which has taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. Any reference in this Offering Circular to listing particulars means this Offering Circular excluding all information incorporated by reference. SMBC has confirmed that any information incorporated by reference, including any such information to which readers of this Offering Circular are expressly referred, has not been and does not need to be included in the listing particulars to satisfy the requirements of the FSMA or the listing rules made under Section 74 of the FSMA by the UK Listing Authority. SMBC believes that none of the information incorporated therein by reference conflicts in any material respect with the information included in the listing particulars. SMBC, having made all reasonable enquiries, confirms that this Offering Circular contains all information with respect to SMBC, the SMBC Group and the Bonds which is material in the context of the issue and offering of the Bonds, the statements contained in it relating to SMBC, the SMBC Group, Sumitomo Mitsui Financial Group, Inc. (‘‘SMFG’’) and SMFG and its subsidiaries and affiliates taken as a whole (the ‘‘SMFG group’’) are in every material particular true and accurate and not misleading, the opinions and intentions expressed in this document with regard to SMBC, the SMBC Group, SMFG and the SMFG group 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 SMBC, the SMBC Group, SMFG, the SMFG group or the Bonds the omission of which would, in the context of the issue and offering of the Bonds, make any statement in this document misleading in any material respect and all reasonable enquiries have been made by SMBC to ascertain such facts and to verify the accuracy of all such information and statements. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of SMBC or the Managers (as defined in ‘‘Subscription and Sale’’) to subscribe or purchase, any of the Bonds. The distribution of this Offering Circular and the offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by SMBC and the Managers to inform themselves about and to observe any such restrictions. For a description of certain further restrictions on offers and sales of Bonds and the distribution of this Offering Circular, see ‘‘Subscription and Sale’’. No person is authorised to give any information or to make any representation not contained in this Offering Circular and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of SMBC or the Managers. The delivery of this Offering Circular at any time does not imply that the information contained in it is correct as at any time subsequent to its date. The Bonds have not been and will not be registered under the Securities Act and Bonds in bearer form are subject to U.S. tax law requirements. Subject to certain exceptions, Bonds may not be offered, sold or delivered within the United States or to U.S. persons. The Bonds have not been and will not be registered under the Securities and Exchange Law (as defined in ‘‘Subscription and Sale’’) and are subject to the Special Taxation Measures Law (as defined in ‘‘Subscription and Sale’’). The Bonds may not be offered, sold or delivered in Japan or to, or for the benefit of, residents of Japan or Japanese corporations, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan (see ‘‘Subscription and Sale’’). Interest payments on the Bonds generally will be subject to Japanese withholding tax unless the holder establishes that the Bonds are held by or for the account of a holder that is not an individual resident of Japan or a Japanese corporation for Japanese tax purposes or is a Japanese designated financial institution described in Article 6 of the Special Taxation Measures Law (see ‘‘Taxation — Japan’’). In addition there are further restrictions on offers and sales of the Bonds in other jurisdictions, including the United Kingdom, Singapore and the Netherlands, see ‘‘Subscription and Sale’’. Unless otherwise specified or the context requires, references to ‘‘dollars’’, ‘‘U.S. dollars’’ and ‘‘U.S.$’’ are to United States dollars and references to ‘‘yen’’ and ‘‘¥’’ are to Japanese yen. Unless otherwise specified, where financial information in relation to SMBC has been translated into U.S. dollars, it has been so translated, for convenience only, at the rate of ¥120.20 equals U.S.$1, the rate applicable as at March 31, 2003. Such translation 2 should not be construed as a representation that the amounts in question have been, could have been or could be converted into U.S.