To whom it may concern
May 15, 2017
Sumitomo Mitsui Trust Holdings, Inc.
(Securities Code: 8309 TSE, NSE)
Notice regarding Redemption of Non-dilutive Preferred Securities, Dissolution of Subsidiaries and Change of Specified SubsidiariesSumitomo Mitsui Trust Holdings, Inc. ("SMTH") hereby announces that SMTH held a meeting of the Board of Directors today and resolved to redeem the Non-dilutive Preferred Securities, in full, issued by MTH Preferred Capital 5 (Cayman) Limited, a Special Purpose Subsidiary, which is an 100% direct subsidiary of SMTH, and STB Preferred Capital 3 (Cayman) Limited, a Special Purpose Subsidiary, which is an 100% in- direct subsidiary of SMTH, and decided to dissolve such Special Purpose Subsidiaries accordingly. In addition, Sumitomo Mitsui Trust Bank, Limited ("SMTB") held a meeting of the Board of Directors today and resolved to redeem the Non-dilutive Preferred Securities, in full, issued by STB Preferred Capital 3 (Cayman) Limited, a Special Purpose Subsidiary, which is an 100% in-direct subsidiary of SMTH and 100% direct subsidiary of SMTB, and decided to dissolve such Special Purpose Subsidiary accordingly.
Please be informed that both Special Purpose Subsidiaries are no longer Specified Subsidiaries of SMTH and SMTB due to the redemption of the above-mentioned Non-dilutive Preferred Securities and the subsequent dissolution of both Special Purpose Subsidiaries.
Redemption of the Non-dilutive Preferred Securities
MTH Preferred Capital 5 (Cayman) Limited
Summary of the Non-dilutive Preferred Securities to be redeemed
Issuer
MTH Preferred Capital 5 (Cayman) Limited
Type of Security
Japanese Yen denominated
non-cumulative perpetual preferred securities
Maturity
Perpetual, but redeemable for cash on each Dividend Payment Date in and after July 2017, at the option of SMTH
Dividend
3.02% per year (Fixed Rate until July 2017) Floating Rate since July 2017
Aggregate Issue Amount
¥33.0 billion
Date of Payment
March 1, 2007
Aggregate Amount to be Redeemed
¥33.0 billion
Redemption Price
¥100 million per preferred security
Scheduled Redemption Date July 25, 2017
STB Preferred Capital 3 (Cayman) Limited
Summary of the Non-dilutive Preferred Securities to be redeemed
Issuer
STB Preferred Capital 3 (Cayman) Limited
Type of Security
Japanese Yen denominated
non-cumulative perpetual preferred securities
Maturity
Perpetual, but redeemable for cash on each Dividend Payment Date in and after July 2017, at the option of SMTB
Dividend
2.83% per year (Fixed Rate until July 2017) Floating Rate since July 2017
Aggregate Issue Amount
¥50.0 billion
Date of Payment
March 2, 2007
Aggregate Amount to be Redeemed
¥50.0 billion
Redemption Price
¥10 million per preferred security
Scheduled Redemption Date July 25, 2017
Dissolution of the Subsidiaries
MTH Preferred Capital 5 (Cayman) Limited
Outline of the Subsidiary to be dissolved
Company Name
MTH Preferred Capital 5 (Cayman) Limited
Location
PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
Details of Business
Issuance of Non-dilutive Preferred Securities, etc.
Date of Establishment
February 8, 2007
Number of
Managements and Employees
Management: 3 Employee: N/A
Capital Stock
¥33.7 billion
Total Outstanding shares and Preferred securities
70,000 Common shares (¥10,000 per share)
330 Preferred securities (¥100 million per preferred security)
Shareholders
Common shares: 100 % owned by SMTH
Preferred securities: 100% owned by entities other than SMTH
Scheduled Date of Dissolution
Liquidation is planned to be completed by the end of March 2018.
Reason for Dissolution
The Board of Directors of SMTH resolved to redeem the Non-dilutive Preferred Securities issued by the above-mentioned Special Purpose Subsidiary in full in July 2017.
Effects on results of operation of SMTH
The dissolution will have no impact on the earnings forecast of SMTH for the fiscal year ending March 31, 2018.
STB Preferred Capital 3 (Cayman) Limited
Outline of the Subsidiary to be dissolved
Company Name
STB Preferred Capital 3 (Cayman) Limited
Location
PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
Details of Business
Issuance of Non-dilutive Preferred Securities, etc.
Date of Establishment
February 14, 2007
Number of
Managements and Employees
Management: 5 Employee: N/A
Capital Stock
¥51.5 billion
Total Outstanding shares and Preferred securities
150,000 Common shares (¥10,000 per share)
5,000 Preferred securities (¥10 million per preferred security)
Shareholders
Common shares: 100 % owned by SMTB
Preferred securities: 100% owned by entities other than SMTB
Scheduled Date of Dissolution
Liquidation is planned to be completed by the end of March 2018.
Reason for Dissolution
The Board of Directors of SMTB resolved to redeem the Non-dilutive Preferred Securities issued by the above-mentioned Special Purpose Subsidiary in full in July 2017.
Effects on results of operation of SMTH
The dissolution will have no impact on the earnings forecast of SMTH for the fiscal year ending March 31, 2018.
Change of the Specified Subsidiaries
MTH Preferred Capital 5 (Cayman) Limited
Reason for Change
Due to the redemption of the Non-dilutive Preferred Securities, as stated above, the amount of capital stock of the Special Purpose Subsidiary, MTH Preferred Capital 5 (Cayman) Limited falls below 10 percent of that of SMTH. Furthermore, as a result of the subsequent dissolution stated above, the Special Purpose Subsidiary will no longer be a subsidiary of SMTH.
Outline of the Specified Subsidiary to be changed
Please see above 2. Dissolution of the Subsidiaries (1) (i) Outline of the Subsidiary to be dissolved
Date of Change July 25, 2017
STB Preferred Capital 3 (Cayman) Limited
Reason for Change
Due to the redemption of the Non-dilutive Preferred Securities, as stated above, the amount of capital stock of the Special Purpose Subsidiary, STB Preferred Capital 3 (Cayman) Limited falls below 10 percent of that of SMTH and SMTB. Furthermore, as a result of the subsequent dissolution stated above, the Special Purpose Subsidiary will no longer be a subsidiary of SMTH and SMTB.
Outline of the Specified Subsidiary to be changed
Please see above 2. Dissolution of the Subsidiaries (2) (i) Outline of the Subsidiary to be dissolved
Date of Change July 25, 2017
Disclaimer:
This document is prepared for the purpose of public disclosure about the notice regarding redemption of Non-dilutive Preferred Securities, dissolution of the subsidiary and change of the Specified Subsidiary by SMTH and is not for the purpose of soliciting investment or engaging in any other similar activities within or outside of Japan.
For further information, please contact:
IR Department, Sumitomo Mitsui Trust Holdings, Inc.
Telephone: +81-3-3286-8354
Facsimile: +81-3-3286-4654
Sumitomo Mitsui Trust Holdings Inc. published this content on 15 May 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 15 May 2017 07:12:09 UTC.
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