6-K 1 d312986d6k.htm FORM 6-K FORM 6-K

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of March 2017

Commission File Number 001-34919

SUMITOMO MITSUI FINANCIAL GROUP, INC.

(Translation of registrant’s name into English)

1-2, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-0005, Japan

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:    Form 20-F ☒      Form 40-F ☐  
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):      
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):      
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.    Yes ☐      No ☒  
*If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):    82-               

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE INTO THE PROSPECTUS FORMING A PART OF SUMITOMO MITSUI FINANCIAL GROUP, INC.’S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-209069) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED, EXCEPT FOR THE STATEMENTS UNDER THE CAPTIONS “3. SUMMARY OF THE INTEGRATED GROUP.” AND “7. SUMMARY OF THE THREE BANKS.”


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Sumitomo Mitsui Financial Group, Inc.

By:    

 

 

  /s/ Takeshi Mikami

  Name:  Takeshi Mikami
  Title:    General Manager, Financial Accounting Dept.

Date:    March 3, 2017


LOGO

Resona Holdings, Inc.

Sumitomo Mitsui Financial Group, Inc.

The Minato Bank, Ltd.

Kansai Urban Banking Corporation

The Kinki Osaka Bank, Ltd.

Basic Agreement Concerning a Business Integration between The Minato Bank, Ltd.,

Kansai Urban Banking Corporation and The Kinki Osaka Bank, Ltd.

Tokyo, March 3, 2017

    Resona Holdings, Inc. (Resona Holdings, President: Kazuhiro Higashi), Sumitomo Mitsui Financial Group, Inc. (SMFG, President: Koichi Miyata), The Minato Bank, Ltd. (Minato, President: Hiroaki Hattori), Kansai Urban Banking Corporation (Kansai Urban, President: Kazumasa Hashimoto) and The Kinki Osaka Bank, Ltd. (Kinki Osaka, President: Koji Nakamae) hereby announce that these companies have agreed (the “Basic Agreement”) to proceed with discussion and consideration for the purpose of a business integration (the “Business Integration”) of the three banks, Minato, Kansai Urban and Kinki Osaka (collectively, the “Integrated Group” and individually, the “Integrating Party”), at their respective board of directors meetings held today. The Business Integration is subject to the approval and permission of the relevant authorities.

 

1. Background and Objectives of the Business Integration

    The banking industry is facing various accelerating structural changes, such as changes in the demographic structure of Japan and heightened awareness of an aging society, changes in the financial sector caused by technological advancements as well as the dawn of a new competitive era shattering walls between industries. By promptly establishing a new business model that meets such changes in the business environment, each Integrating Party, as a regional financial institution, desires to further contribute to the development of the regional economy and make a new start for its regrowth.

    As the gross regional product (approximately ¥80 trillion) of the Kansai region, on which the businesses of the Integrated Group are based, constitutes 16% of the gross domestic product of Japan, The Integrating Parties, Resona Holdings and SMFG believe that contributing to the further stimulation and vigorous growth of the Kansai economy, while making the best use of the strengths and characteristics of each Integrating Party, is the most important mission for financial institutions whose primary market is the Kansai region and will eventually contribute to the sustainable growth of the Japanese economy.


    Based on such basic understanding, the Integrated Group will aim to deepen the long-term relationships with its customers and local communities that each Integrating Party has established over the years and will also aim to establish one of the leading regional financial groups in Japan and the largest regional financial group in the Kansai region where its employees will work with great motivation and pride.

    The Integrated Group will strive to create a “New Retail Financial Services Model that is in Step with the Future of the Kansai Region” based on the following basic concepts and policies:

<Basic Concepts to be Considered for the Business Integration>

 

- The Integrating Parties, Resona Holdings and SMFG will proceed with discussion and consideration on the assumption that each Integrating Party will be integrated in the spirit of equal footing.

 

- Resona Holdings will own a majority of the voting rights in the holding company of the Integrated Group (please refer to 2. below, the “Holding Company”). The Holding Company will be a consolidated subsidiary of Resona Holdings.

 

- The Holding Company will be an equity method affiliate of SMFG.

 

- The Holding Company will maintain its independence in line with the requirements for publicly listed companies in Japan.

 

- The Integrated Group will aim to create a new retail financial services model while respecting the strengths and regional characteristics that each Integrating Party has cultivated.

 

- The Holding Company and each Integrating Party will establish a governance structure adequate for a listed group of companies in order to maximize the effect of the Business Integration under Resona Holdings’ governance of the group.

 

- With respect to Kansai Urban and Kinki Osaka, we will examine ways to optimize their business structure and maximize the effect of the Business Integration, including a potential merger of the two banks, before a definitive agreement concerning the Business Integration (the “Definitive Agreement”) is executed.


<Basic Policies of the Integrated Group>

 

- To create a new retail financial services model that is in step with the future of the Kansai region and beyond the reach of existing regional banks, while trying to further contribute to the Kansai region’s customers and local communities:

 

  - To establish one of the leading regional financial groups in Japan and the largest regional financial group in the Kansai region with a strong customer base and business platform as well as an outstanding branch network (379 branches);

 

  - To provide retail financial services by making the best use of sophisticated products and solutions in areas such as trusts, real estate, asset management, securities and overseas expansion support functions; and

 

  - To contribute to the Kansai economy in a fundamental manner by demonstrating high-quality financial intermediary functions.

 

- To improve the productivity and enhance the capital foundation of the Integrated Group through the Business Integration:

 

  - To further improve the operational efficiency and boost the productivity of the Integrated Group by giving consideration to the sharing operational reorganization know-how within the Resona Holdings group and each Integrating Party and to integrating their respective administrative functions and systems into those of the Resona Holdings group;

 

  - To build a strong capital foundation; and

 

  - To optimize the management structure of the Integrated Group based on sound management practices supported by a high level of corporate governance awareness and also based on local characteristics in order to maximize the effectiveness of the Business Integration.

 

- To develop a new corporate culture:

 

  - To establish a corporate culture appropriate for a new retail financial services model with a high standard of awareness of duties and a free and open-minded environment;

 

  - To cultivate a corporate culture that enables employees to feel proud and motivated while respecting work-life balance; and

 

  - To allocate personnel and treat individual officers and employees fairly by fully considering the characteristics of each Integrating Party while ensuring fairness and transparency in line with the spirit of equal footing between the Integrating Parties.


2. Structure of the Business Integration

We are planning to integrate Minato, Kansai Urban and Kinki Osaka through a holding company structure whereby these banks will become wholly-owned subsidiaries of the intermediate holding company to be incorporated under the umbrella of Resona Holdings. The specific structure and method of the Business Integration, including stock transfers, stock exchanges and other methods, are subject to further discussion. The Integrating Parties, Resona Holdings and SMFG will determine how to deal with the preferred stock issued by Kansai Urban after considering various options but prior to the execution of the Definitive Agreement.

[Image Chart of the Integrated Group]

 

 

LOGO

 

3. Summary of the Integrated Group

The Integrated Group will be one of the leading regional financial groups in Japan with a competitive and full-scale branch network (379 branches) that can be a platform for providing services to customers (mainly in Osaka, Hyogo and Shiga prefectures) in a cohesive manner. The total assets of the Integrated Group will amount to ¥11.4 trillion (6th position among the regional bank groups in Japan), loans and bills discounted will amount to ¥8.6 trillion (5th position among the regional bank groups in Japan), gross banking profit will amount to ¥160 billion (4th position among the regional bank groups in Japan) and net income will amount to ¥44.4 billion (5th position among the regional bank groups in Japan).


[For reference] Summary of the Integrated Group (FY Ended March 2016)

 

   

 

Minato

 

 

 

Kansai Urban

 

 

 

Kinki Osaka

 

 

 

Total

 

  

 

Total assets (on a

consolidated

basis)

 

 

 

¥3,484.6 billion

 

 

¥4,483.0 billion

 

 

¥3,516.5 billion

 

 

¥11,484.2 billion

  

 

Loans and bills

discounted (on a

consolidated

basis)

 

 

 

¥2,495.3 billion

 

 

¥3,747.1 billion

 

 

¥2,437.1 billion

 

 

¥8,679.6 billion

  

 

Deposits (on a

consolidated

basis)

 

 

 

¥3,093.3 billion

 

 

¥3,812.1 billion

 

 

¥3,207.3 billion

 

 

¥10,112.8 billion

  

 

Gross banking

profit (on a

non-consolidated

basis)

 

 

 

¥45.2 billion

 

 

¥63.8 billion

 

 

¥51.0 billion

 

 

¥160.0 billion

  

 

Net income (on a

non-consolidated

basis)

 

 

 

¥7.0 billion

 

 

¥15.1 billion

 

 

¥22.3 billion

 

 

¥44.4 billion

  

 

Number of

branches

(including

sub-branches)

(as of the end of

February 2017)

 

 

106 branches

(101branches in

Hyogo and 4

branches in

Osaka)

 

 

155 branches

(76 branches in

Osaka, 52

branches in

Shiga and 9

branches in

Hyogo)

 

 

 

118 branches

(106 branches in

Osaka and 8

branches in

Hyogo)

 

 

379 branches

(186 branches in

Osaka, 118

branches in

Hyogo and 52

branches in

Shiga)

 

  

 

      The corporate name, head office location, representative and officer composition, institutional design and other related matters will be discussed among the Integrating Parties, Resona Holdings and SMFG and will be determined prior to the execution of the Definitive Agreement.   


4. Integration Ratio

The integration ratio in the Business Integration will be determined, upon good-faith discussion, among the Integrating Parties, Resona Holdings and SMFG prior to the execution of the Definitive Agreement by taking into consideration the result of due diligence, a share price valuation by a third-party valuation institution and other related factors.

 

5. Establishment of an Integration Preparation Committee

The Integrating Parties will establish an integration preparation committee, which will engage in thorough discussion regarding the Business Integration in order to realize the above-described basic concepts and basic policies of the Business Integration in a smooth manner. Furthermore, Resona Holdings and SMFG will provide full-scale assistance regarding the Business Integration.

 

6. Timetable

 

March 3, 2017 (Today)   Execution of the Basic Agreement
By around the end of September 2017 (Scheduled)   Execution of the Definitive Agreement
By around the end of November 2017 (Scheduled)  

Extraordinary Meeting of Shareholders for

the Approval of the Business Integration

Around April 2018 (Scheduled)   Delisting date from Tokyo Stock Exchange
  (Minato and Kansai Urban)
Around April 2018 (Scheduled)  

Completion date of the Business

Integration

Around April 2018 (Scheduled)

 

Listing date of the Holding Company


7. Summary of the Three Banks

 

- Summary of Corporate Information (as of the end of December 2016)

 

     Minato     Kansai Urban     Kinki Osaka  

 

Corporate Name

 

 

The Minato Bank, Ltd.

 

 

 

Kansai Urban Banking

Corporation

 

 

 

 

The Kinki Osaka Bank,

Ltd.

 

 

 

Date of Incorporation

 

 

September 6, 1949

 

 

 

July 1, 1922

 

 

 

November 24, 1950

 

 

Head Office Location

 

 

2-1-1, Sannomiyacho,

Chuo-ku, Kobe-shi, Hyogo

 

 

 

 

1-2-4, Nishi-Shinsaibashi,

Chuo-ku, Osaka-shi,

Osaka

 

 

 

 

 

2-2-1, Bingomachi,

Chuo-ku, Osaka-shi,

Osaka

 

 

 

 

Representative

 

 

Hiroaki Hattori

Representative Director and

President

 

 

 

 

 

 

Kazumasa Hashimoto

Representative Director

and President

 

 

 

 

 

 

Koji Nakamae

Representative Director

and President

 

 

 

 

 

Capital stock

 

 

¥27.4 billion

 

 

 

¥47.0 billion

 

 

 

¥38.9 billion

 

 

Number of shares issued

 

 

41,095 thousands shares

 

 

 

73,791 thousands shares

 

 

 

1,827,196 thousands shares

 

 

Total Assets

 

(consolidated)

 

 

¥3,587.8 billion

 

 

 

¥4,555.2 billion

 

 

 

¥3,535.2 billion

 

 

Net Assets

 

(consolidated)

 

 

¥137.9 billion

 

 

 

¥200.3 billion

 

 

 

¥153.7 billion

 

 

Deposits

 

(non-consolidated)

 

 

¥3,174.2 billion

 

 

 

¥4,041.7 billion

 

 

 

¥3,232.2 billion

 

 

Loans and bills

discounted

 

(non-consolidated)

 

 

¥2,534.8 billion

 

 

 

¥3,833.4 billion

 

 

 

¥2,362.3 billion

 

 

Number of employees

 

(non-consolidated)

 

 

2,259

 

 

 

2,552

 

 

 

2,171

 

 

Number of branches

 

(including sub-branch)

 

 

105

 

 

 

155

 

 

 

118

 

 

Major shareholders and

Ratio of Voting Rights(1)

 

 

Sumitomo

Mitsui Banking

Corporation

    44.97  

 

Sumitomo

Mitsui Banking

Corporation

    49.36  

 

Resona

Holdings, Inc.

 

 

 

 

100

 

 

 

Minato Bank

Kyoueikai

    8.31  

 

GINSEN

Co. ,Ltd

    4.95    
 

 

Nippon Life

Insurance

Company

    2.75  

 

Cedyna

Financial

Corporation

    3.77    
 

 

Japan Trustee

Services Bank,

Ltd. (Trust

Account)

    2.41  

 

Japan Trustee

Services Bank,

Ltd. (Trust

Account)

    2.63    
 

 

Minato Bank

Employees’

Shareholding

Association

    2.27  

 

Sumitomo

Mitsui Card

Company,

Limited

    2.43    

Notes:

 

(1) With respect to Minato and Kansai Urban, the ratio of voting rights is as of the end of September 2016.


- Financial Summary for the Most Recent Three Years

(Unit: millions of yen)

 

     

 

Minato

 

    

 

Kansai Urban

 

 

Fiscal Year ended

March 31

 

     FY 2014        FY 2015        FY 2016        FY 2014        FY 2015        FY 2016  

Ordinary income

(non-consolidated)

 

     59,159        57,026        56,841        90,295        85,577        81,737  

Gross banking profit

(non-consolidated)

 

     44,179        46,431        45,236        67,303        66,660        63,827  

Net business profit

(non-consolidated)

 

     13,573        11,628        12,937        27,607        22,571        20,932  

Ordinary profit

(consolidated)

 

     14,178        13,554        11,854        26,182        23,077        22,218  

Net profit attributable to

the shareholders of the

parent company

(consolidated)

 

    

 

7,511

 

 

 

    

 

7,478

 

 

 

    

 

7,360

 

 

 

    

 

18,447

 

 

 

    

 

17,354

 

 

 

    

 

16,016

 

 

 

                                                       
     

 

Kinki Osaka

 

                      

Fiscal Year ended

March 31

 

     FY 2014        FY 2015        FY 2016           

Ordinary income

(non-consolidated)

 

     67,070        68,809        68,273           

Gross banking profit

(non-consolidated)

 

     51,736        53,084        51,034           

Net business profit

(non-consolidated)

 

     15,447        14,414        13,491           

Ordinary profit

(consolidated)

 

     12,516        16,551        18,774           

Net profit attributable to

the shareholders of the

parent company

(consolidated)

 

    

 

7,811

 

 

 

    

 

12,463

 

 

 

    

 

25,344

 

 

 

        

End.

 

This press release does not constitute an offer of investment in nor solicitation for purchase of any securities within the United States. The securities of the parties involved in the Business Integration may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933. If any public offering of any securities is made in the United States, it will be by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933.