News Release


Organizational Restructuring for Promoting the Credit Card Business Strategy of Sumitomo Mitsui Financial Group(1/1)

Sumitomo Mitsui Financial Group, Inc.

(Code: 8316)

Sumitomo Mitsui Banking Corporation

 

 

Organizational Restructuring for Promoting the Credit Card

Business Strategy of Sumitomo Mitsui Financial Group

 

 

TOKYO, September 29, 2008 -  Sumitomo Mitsui Financial Group, Inc. (乬SMFG乭, President: Teisuke Kitayama) and Sumitomo Mitsui Banking Corporation (乬SMBC乭, President: Masayuki Oku) hereby announce that they resolved at meetings of their respective boards of directors to proceed with the following actions, subject to the permission and approvals of the relevant authorities, in addition to the establishment of an intermediate holding company (SMFG Card & Credit, Inc. (乬FGCC乭)) as separately announced in the press release entitled 乬Progress of the Credit Card Business Strategy of Sumitomo Mitsui Financial Group乭:

 

(i)    SMBC implements a corporate split through which FGCC will succeed to the control and management of Central Finance Co., Ltd.(乬CF乭), OMC Card, Inc. (乬OMC乭) and QUOQ Inc.(乬QUOQ乭);

(ii)   SMFG implements a share exchange through which FGCC will become a wholly-owned subsidiary of SMFG with the objective of transferring FGCC shares to be delivered to SMBC by virtue of the corporate split mentioned in (i) above to SMFG; and,

(iii)  SMFG implements a corporate split through which FGCC will succeed to the control and management of Sumitomo Mitsui Card Co., Ltd. (乬SMCC乭), CF, OMC and QUOQ.

 

 

I. Corporate Split (kani bunkatsu) of SMBC into FGCC

 

1.   Purpose of Corporate Split

 

The absorption-type corporate split of SMBC into FGCC (the 乬Corporate Split I乭) is implemented as a part of the organizational restructuring to position FGCC as an intermediate holding company which is wholly owned by SMFG and holds shares in SMCC, CF, OMC and QUOQ.

 

2.   Summary of Corporate Split

 

(1)  Schedule of Corporate Split

September 29, 2008        Meeting of the board of directors for approval of the execution of the agreement on the Corporate Split I (SMBC)

October 1, 2008              Meeting of the board of directors and extraordinary meeting of shareholders for approval of the execution of the agreement on the Corporate Split I (FGCC)

October 1, 2008              Execution of the agreement on the Corporate Split I (SMBC and FGCC)

December 1, 2008          Effective date of the Corporate Split I

 (schedule)

 

(Note)Pursuant to Article 784, Paragraph 3 of the Corporation Act, SMBC will execute the agreement on the Corporate Split I without obtaining the approval of its shareholders乫 meeting.

 

 


(2)  Method of Corporate Split

Spin-off (bunsha-gata) absorption-type corporate split in which FGCC will be the successor company and SMBC will be the splitting company.

 

(3)  Details of Allotment of Shares
FGCC will allot and deliver to SMBC 22,049 shares of FGCC common stock.

 

(4)  Basis for Calculation of Number of Shares to be Allotted

Daiwa Securities SMBC Co. Ltd. (乬Daiwa Securities SMBC乭) was appointed to calculate the number of shares to be allotted by FGCC to SMBC upon the Corporate Split I with the view of ensuring the fairness and appropriateness of such calculation, and the number of shares to be allotted was determined based on such calculation result.

Daiwa Securities SMBC calculated the number by (i) computing the values of assets and liabilities to be succeeded through evaluating ordinary shares in each of CF, OMC and QUOQ to be succeeded by FGCC from SMBC and (ii) value of the shares in FGCC.

 

(5)  Capital Reduction due to Corporate Split
There will be no capital reduction in SMBC due to the
Corporate Split I.

 

(6)  Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights
SMBC has not issued any stock acquisition rights or bonds with stock acquisition rights.

 

(7)  Rights and Obligations to be Succeeded by the Successor Company

FGCC will succeed to the assets and liabilities related to SMBCs control and management of CF, OMC and QUOQ, SMBCs rights and obligations as well as contractual statuses associated therewith.

 

(8)  Prospect of Performance of Obligations

SMFG and SMBC have concluded that the obligations to be assumed by each of the splitting company (SMBC) and the successor company (FGCC) after the Corporate Split I will be performed when due.

 

3.   Profile of the Companies Involved in Corporate Split

 

 

Splitting Company

Successor Company

Trade Name

Sumitomo Mitsui Banking Corporation

SMFG Card & Credit, Inc.(*)

Description of Business

Banking business

Management and administration of subsidiaries and affiliates etc.

Date of Incorporation

June 6, 1996

October 1, 2008

Location of Head Office

1-2, Yuraku-cho 1-chome,

Chiyoda-ku, Tokyo

1-2, Yuraku-cho 1-chome,

Chiyoda-ku, Tokyo

Name and Title of Representative

 

Masayuki Oku

President

Takeshi Kunibe

Representative Director and President

Amount of Capital

JPY 664,986 million

(As of March 31, 2008)

JPY 100 million

Total Number of Issued Shares

Common Stock: 56,355,849 shares

(As of March 31, 2008)

Preferred Stock: 70,001 shares

(As of March 31, 2008)

Common Stock: 200 shares


 

Net Assets

 

JPY 5,080,747 million

(consolidated)

(As of March 31, 2008)

JPY 200 million

(non-consolidated)

Total Assets

 

JPY 108,637,791 million (consolidated)

(As of March 31, 2008)

JPY 200 million

(non-consolidated)

Fiscal Year End

March 31

March 31

Major Shareholders and Shareholding Ratio

Common Stock

Sumitomo Mitsui Financial Group, Inc. (100.00%)

 

Preferred Stock

Sumitomo Mitsui Financial Group, Inc. (100.00%)

(As of March 31, 2008)

Sumitomo Mitsui Financial Group, Inc. (100.00%)

(*) All data concerning SMFG Card & Credit, Inc., presented in the above table are as of October 1, 2008 (prospect).

 

4.   Outline of Business subject to Corporate Split

 

(1)  Description of the Business subject to Corporate Split

Control and management by SMBC of CF, OMC and QUOQ.

 

(2)  Items and Amounts of Assets and Liabilities subject to Corporate Split

(JPY millions; estimates as of September 29, 2008)

Assets

Liabilities

Item

Book Value

Item

Book Value

Fixed Assets

26,187

 

Total

26,187

Total

 

5.   Status of Successor Company

 

Trade Name

SMFG Card & Credit, Inc.

Description of Business

Management and administration of subsidiaries and affiliates etc.

Location of Head Office

1-2, Yuraku-cho 1-chome, Chiyoda-ku, Tokyo

Name and Title of Representative

Takeshi Kunibe, Representative Director and President

Amount of Capital

JPY 100 million

Fiscal Year End

March 31

 

6.   Status of Subsidiary after Corporate Split

 

Trade Name

Sumitomo Mitsui Banking Corporation

Description of Business

Banking business

Location of Head Office

1-2, Yuraku-cho 1-chome, Chiyoda-ku, Tokyo

Name and Title of Representative

Masayuki Oku, President

Amount of Capital

JPY 664,986 million

Fiscal Year End

March 31

 

7.   Earnings Forecasts

 

The Corporate Split I will not have any impact on the consolidated results of SMFG.

 

 

IIShare Exchange (kani kabushiki kokan) for Making FGCC a Wholly-Owned Subsidiary of SMFG

 

1.   Purpose of Share Exchange

 

The share exchange between SMFG and FGCC (the 乬Share Exchange乭) is implemented as a part of the organizational restructuring to position FGCC as an intermediate holding company which is wholly owned by SMFG and holds shares in SMCC, CF, OMC and QUOQ.

 

2.   Summary of Share Exchange

 

(1)  Schedule of Share Exchange

September 29, 2008        Meeting of the board of directors for approval of the execution of the agreement on the Share Exchange (SMFG)

October 1, 2008              Meeting of the board of directors for approval of the execution of the agreement on the Share Exchange (FGCC)

October 1, 2008              Execution of the agreement on the Share Exchange (SMFG and FGCC)

December 1, 2008          Effective date of the Share Exchange

(schedule)

 

(Note)SMFG and FGCC will execute the agreement on the Share Exchange without obtaining the approval of the meetings of their respective shareholders pursuant to Article 796, Paragraph 3 (SMFG) and Article 784, Paragraph 1 (FGCC) of the Corporation Act, respectively.

 

(2)  Details of Allotment of Shares upon Share Exchange

 

 

Sumitomo Mitsui Financial Group, Inc.

(wholly owning parent company

 in the Share Exchange)

SMFG Card & Credit, Inc.
(wholly-owned subsidiary

 in the Share Exchange)

Share Exchange Ratio

1

1.493

Number of New Shares Issued upon Share Exchange

SMFG will use 32,919 shares of its treasury stock for the allotment of shares in the Share Exchange.

(Note) 1.493 shares of SMFG common stock will be allotted to one share of FGCC common stock; provided, however, that no share will be allotted to 200 shares of FGCC common stock held by SMFG in the course of Share Exchange.

 

(3)  Basis for Calculation of Share Exchange Ratio

Daiwa Securities SMBC was appointed to calculate the share exchange ratio with the view of ensuring the fairness and appropriateness of such calculation, and the number of shares to be allotted was determined based on such calculation result.

Daiwa Securities SMBC calculated the ratio by computing the values of the shares in SMFG and FGCC through utilizing the market stock price method and the market value net assets method, respectively.

 

(4)  Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights of Wholly-Owned Subsidiary after Share Exchange

FGCC has not issued any stock acquisition rights or bonds with stock acquisition rights.

 

3.   Profile of Companies Involved in Share Exchange

 

 

Wholly Owning Parent Company

in the Share Exchange

Wholly-owned Subsidiary

in the Share Exchange

Trade Name

Sumitomo Mitsui Financial Group, Inc.

SMFG Card & Credit, Inc. (Note 1)

Description of Business

Management and administration of banks and other companies which it is permitted to hold as its subsidiaries under the Banking Law; and other businesses incidental to the foregoing

Management and administration of subsidiaries and affiliates etc.

Date of Incorporation

December 2, 2002

October 1, 2008

Location of Head Office

1-2, Yuraku-cho 1-chome,

Chiyoda-ku, Tokyo

1-2, Yuraku-cho 1-chome,

Chiyoda-ku, Tokyo

Name and Title of Representative

 

Teisuke Kitayama

President

Takeshi Kunibe

Representative Director and President

Amount of Capital

JPY 1,420,877 million

(As of March 31, 2008)

JPY 100 million

Total Number of Issued Shares

Common stock: 7,733,653.77 shares (As of March 31, 2008)

Preferred stock: 120,101 shares

(As of March 31, 2008)

Common Stock: 200 shares

Net Assets

 

JPY 5,224,076 million

(consolidated)

(As of March 31, 2008)

JPY 200 million

(non-consolidated)

Total Assets

 

JPY 111,955,918 million

(consolidated)

(As of March 31, 2008)

JPY 200 million

(non-consolidated)

Fiscal Year End

March 31

March 31

Major Shareholders and Shareholding Ratio (Note 2)

The Master Trust Bank of Japan, Ltd. (trust account) (6.37%)

Japan Trustee Services Bank, Ltd. (trust account) (6.31%)

Nippon Life Insurance Company (1.99%)

State Street Bank and Trust Company (Standing agent: Mizuho Corporate Bank, Ltd., Kabutocho Custody & Proxy Department) (1.84%)

State Street Bank and Trust Company 505103 (Standing agent: Mizuho Corporate Bank, Ltd., Kabutocho Custody & Proxy Department) (1.66%)

(As of March 31, 2008)

Sumitomo Mitsui Financial Group, Inc. (100.00%)

(Note 1)    All data concerning SMFG Card & Credit, Inc., presented in the above table is as of October 1, 2008 (prospect).

(Note 2)    The major shareholders on the table are major holders of common stock.

 


4.   Status after Share Exchange

 

Trade Name

Sumitomo Mitsui Financial Group, Inc.

Description of Business

Management and administration of banks and other companies which it is permitted to hold as its subsidiaries under the Banking Law; and other businesses incidental to the foregoing

Location of Head Office

1-2, Yuraku-cho 1-chome, Chiyoda-ku, Tokyo

Name and Title of Representative

Teisuke Kitayama, President

Amount of Capital

JPY 1,420,877 million

Fiscal Year End

March 31

 

5.   Earnings Forecasts

The Share Exchange will not have any impact on the consolidated results of SMFG.

 

 

III. Corporate Split (kani bunkatsu) of SMFG into FGCC

 

1.   Purpose of Corporate Split

 

The absorption-type corporate split of SMFG into FGCC (the 乬Corporate Split II乭) is implemented as a part of the organizational restructuring to position FGCC as an intermediate holding company which is wholly owned by SMFG and holds shares in SMCC, CF, OMC and QUOQ.

 

2.   Summary of Corporate Split

 

(1)  Schedule of Corporate Split

September 29, 2008        Meeting of the board of directors for approval of the execution of the agreement on the Corporate Split II (SMFG)

October 1, 2008              Meeting of the board of directors and extraordinary meeting of shareholders for approval of the execution of the agreement on the Corporate Split II (FGCC)

October 1, 2008              Execution of the agreement on the Corporate Split II (SMFG and FGCC)

December 1, 2008          Effective date of the Corporate Split II

(schedule)

 

(Note)Pursuant to Article 784, Paragraph 3 of the Corporation Act, SMFG will execute the agreement on the Corporate Split II without obtaining the approval of a general meeting of its shareholders.

 

(2)  Method of Corporate Split

Spin-off (bunsha-gata) absorption-type corporate split in which FGCC will be the successor company and SMFG will be the splitting company.

 

(3)  Details of Allotment of Shares
FGCC will allot and deliver to SMFG 100 shares of FGCC common stock.

 


(4)  Basis for Calculation of the Number of Shares to be Allotted

The allotment of shares in the Corporate Split II will not affect the amount of SMFGs net assets, irrespective of the number of shares to be allotted by FGCC to SMFG. This is because FGCC, the successor company in the corporate split is a wholly-owned subsidiary of SMFG and the Corporate Split II is a spin-off type split. Therefore, the number of shares to be allotted by FGCC to SMFG was determined at their discretion.

 

(5)  Capital Reduction due to Corporate Split
There will be no capital reduction in SMFG due to the
Corporate Split II.

 

(6)  Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights
There will be no change in the treatment of the stock acquisition rights issued by SMFG.

 

(7)  Rights and Obligations to be Succeeded by the Successor Company

FGCC will succeed to the assets and liabilities related to SMFGs control and management of SMCC, CF, OMC and QUOQ, SMFGs rights and obligations as well as contractual statuses associated therewith.

 

(8)  Prospect of Performance of Obligations

SMFG has concluded that the obligations to be assumed by each of the splitting company (SMFG) and the successor company (FGCC) after the Corporate Split II will be performed when due.

 

3.   Profile of the Companies Involved in Corporate Split

 

 

Splitting Company

Successor Company

Trade Name

Sumitomo Mitsui Financial Group, Inc.

SMFG Card & Credit, Inc. (Note 1)

Description of Business

Management and administration of banks and other companies which it is permitted to hold as its subsidiaries under the Banking Law; and other businesses incidental to the foregoing

Management and administration of subsidiaries and affiliates etc.

Date of Incorporation

December 2, 2002

October 1, 2008

Location of Head Office

1-2, Yuraku-cho 1-chome,

Chiyoda-ku, Tokyo

1-2, Yuraku-cho 1-chome,

Chiyoda-ku, Tokyo

Name and Title of Representative

 

Teisuke Kitayama

President

Takeshi Kunibe

Representative Director and President

Amount of Capital

JPY 1,420,877 million

(As of March 31, 2008)

JPY 100 million

Total Number of Issued Shares

Common stock: 7,733,653.77 shares (As of March 31, 2008)

Preferred stock: 120,101 shares

(As of March 31, 2008)

Common Stock: 200 shares

Net Assets

 

JPY 5,224,076 million

(consolidated)

(As of March 31, 2008)

JPY 200 million

(non-consolidated)


 

Total Assets

 

JPY 111,955,918 million

(consolidated)

(As of March 31, 2008)

JPY 200 million

(non-consolidated)

Fiscal Year End

March 31

March 31

Major Shareholders and Shareholding Ratio (Note 2)

The Master Trust Bank of Japan, Ltd. (trust account) (6.37%)

Japan Trustee Services Bank, Ltd. (trust account) (6.31%)

Nippon Life Insurance Company (1.99%)

State Street Bank and Trust Company (Standing agent: Mizuho Corporate Bank, Ltd., Kabutocho Custody & Proxy Department) (1.84%)

State Street Bank and Trust Company 505103 (Standing agent: Mizuho Corporate Bank, Ltd., Kabutocho Custody & Proxy Department) (1.66%)

(As of March 31, 2008)

Sumitomo Mitsui Financial Group, Inc. (100.00%)

(Note 1)    All data concerning SMFG Card & Credit, Inc., presented in the above table are as of October 1, 2008 (prospect).

(Note 2)    The major shareholders on the table are major holders of common stock.

 

4.   Outline of Business subject to Corporate Split

 

(1)  Description of the Business subject to Corporate Split

Control and management by SMFG of SMCC, CF, OMC and QUOQ.

 

(2)  Items and Amounts of Assets and Liabilities subject to Corporate Split

(JPY millions; estimates as of September 29, 2008)

Assets

Liabilities

Item

Book Value

Item

Book Value

Fixed Assets

117,556

 

Total

117,556

Total

 

5.   Status of Successor Company

 

Trade Name

SMFG Card & Credit, Inc.

Description of Business

Management and administration of subsidiaries and affiliates etc.

Location of Head Office

1-2, Yuraku-cho 1-chome, Chiyoda-ku, Tokyo

Name and Title of Representative

 

Takeshi Kunibe, Representative Director and President

Amount of Capital

JPY 100 million

Fiscal Year End

March 31

 


6.   Status of Listed Company after Corporate Split

 

Trade Name

Sumitomo Mitsui Financial Group, Inc.

Description of Business

Management and administration of banks and other companies which it is permitted to hold as its subsidiaries under the Banking Law; and other businesses incidental to the foregoing

Location of Head Office

1-2, Yuraku-cho 1-chome, Chiyoda-ku, Tokyo


Name and Title of Representative

Teisuke Kitayama, President

Amount of Capital

JPY 1,420,877 million

Fiscal Year End

March 31

 

7.   Earnings Forecasts

 

The Corporate Split II will not have any impact on the consolidated results of SMFG.

 

 

END

 

 

 




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