Filed Pursuant to Rule 424(b)(2)
Registration No. 333-261754
PROSPECTUS SUPPLEMENT
(To prospectus dated June 29,
2023)
Sumitomo Mitsui Financial Group, Inc.
(incorporated under the laws of Japan with limited liability)
U.S.$1,000,000,000 6.184% Subordinated Notes due 2043
We will issue an aggregate principal amount of $1,000,000,000 of subordinated notes due July 13, 2043, or the notes. The notes will bear
interest commencing July 13, 2023 at the rate of 6.184% per annum, payable semiannually in arrears on January 13 and July 13 of each year, beginning on January 13, 2024.
We may, at our option, redeem the notes in whole, but not in part, upon the occurrence of certain changes in Japanese tax law or certain changes
in Japanese regulatory capital requirements, as described under Description of the NotesRedemption for Taxation Reasons and Description of the NotesRedemption for Regulatory Reasons, respectively. The notes will
be our direct and unsecured obligations and will at all times rank pari passu and without any preference among themselves and at least equally and ratably with all of our indebtedness that is subordinated to our senior indebtedness and is in
priority to all of our perpetual subordinated indebtedness, as described herein.
The notes contain
non-viability loss absorption provisions, pursuant to which, if a Non-Viability Event (as defined herein) occurs, the full principal amount of the notes will be
permanently written down to zero, the notes will be cancelled and the holders of the notes will be deemed to have irrevocably waived their right to claim or receive any payment of principal of or interest on the 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 herein under Description of the NotesWrite-Down upon a Non-Viability Event.
Unless previously redeemed or otherwise cancelled, and provided that a Non-Viability Event has not
occurred, the notes will mature on July 13, 2043. The notes will be issued only in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will not be subject to a sinking fund.
We have made an application to the Luxembourg Stock Exchange to list the notes on the official list of the Luxembourg Stock Exchange and for
such notes to be admitted to trading on the Luxembourg Stock Exchanges Euro MTF Market. The Luxembourg Stock Exchanges Euro MTF Market is not a regulated market for the purposes of Directive 2014/65/EU. This prospectus supplement
constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectuses for securities dated July 16, 2019.
This
prospectus supplement does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 (the Prospectus Regulation) as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the
EUWA) (the U.K. Prospectus Regulation).
Investing in the notes involves risks. You should carefully consider the
risk factors set forth in Item 3. Key InformationRisk Factors of our most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission, or the SEC, and in the
Risk Factors section beginning on page S-8 of this prospectus supplement before making any decision to invest in the notes.
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Per note |
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Total |
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Public offering price(1) |
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100% |
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U.S.$ |
1,000,000,000 |
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Underwriting commissions(2) |
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0.750% |
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U.S.$ |
7,500,000 |
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Proceeds, before expenses, to SMFG(1) |
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99.250% |
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U.S.$ |
992,500,000 |
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(1) |
Plus accrued interest from July 13, 2023, if settlement occurs after that date. |
(2) |
For additional underwriting compensation information, see Underwriting (Conflicts of Interest).
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Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus supplement or the related prospectus. Any representation to the contrary is a criminal offense.
The notes will be represented by one or more global certificates deposited with a custodian for, and registered in the name of a nominee of, The
Depository Trust Company, or DTC. Beneficial interests in these global certificates will be shown on, and transfers thereof will be effected through, records maintained by DTC and its direct and indirect participants, including Euroclear Bank SA/NV,
or Euroclear, and Clearstream Banking S.A., or Clearstream. Except as described in this prospectus supplement or the accompanying prospectus, notes in definitive certificated form will not be issued in exchange for global certificates.
It is expected that the notes will be delivered in book-entry form only, through the facilities of DTC and its participants, including Euroclear
and Clearstream, on or about July 13, 2023.
Joint Lead Managers and Joint Bookrunners
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SMBC NIKKO |
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Goldman Sachs & Co. LLC |
Citigroup |
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J.P. Morgan |
Co-Managers
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BNP PARIBAS |
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BofA Securities |
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Nomura |
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Barclays |
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Daiwa Capital Markets |
UBS
Prospectus Supplement dated July 6, 2023