Notice Regarding Issuance of Publicly Offered Hybrid Bonds (Subordinated Bonds)

Oct. 30, 2019

Sumitomo Chemical today announced that it has decided to publicly issue up to JPY 250 billion of hybrid bonds (subordinated bonds) (the “Hybrid Bonds”) and submitted a shelf registration statement and an amended shelf registration statement for the issuance to the head of the Kanto Local Finance Bureau. The details are as follows.

1. Purpose and Background of the Hybrid Bonds Issuance
Sumitomo Chemical aims to contribute to the realization of a sustainable society through achieving a sustainable growth of the Company and its Group while, as stated in its Corporate Business Plan for FY2019 to FY2021 with the slogan of "Change and Innovation 3.0: For a Sustainable Future". One of the basic policies under its Business Plan is to promote the further improvement of its business portfolio. Taking concrete steps toward this end, Sumitomo Chemical has decided to acquire the South American business of Nufarm Ltd., a leading crop protection company in Australia, which the Company believes will expand Sumitomo Chemical’s global footprint in terms of its own distribution network. In addition, Rabigh Refining and Petrochemical Company, in which Sumitomo Chemical and Saudi Arabian Oil Co. have stakes as the major shareholders, is preparing for commencing commercial production under the Rabigh Phase II Project, in which Sumitomo Chemical plans to make a capital investment. Under the circumstances, Sumitomo Chemical has decided to issue the Hybrid Bonds as a means of financing that will help realize both making the intended investments and maintaining the Company's strong financial position at the same time.

2. Features of the Hybrid Bonds
The Hybrid Bonds have features of both equity and debt. Because they are debt, there is no equity dilution, whereas they are similar to equity in features and characteristics, such as an option to defer interest payments, extremely long-term redemption periods, and subordination in liquidation or bankruptcy proceedings. Accordingly, Sumitomo Chemical expects that the two Japanese rating agencies, Rating and Investment Information, Inc. and Japan Credit Rating Agency, Ltd. (collectively, the “Rating Agencies”) will deem 50% of the funds raised under the Hybrid Bonds as equity for the purpose of their ratings. If Sumitomo Chemical acquires the Hybrid Bonds before their maturity date by redemption or purchase (the “Early Redemption”), it expects to raise funds within a 12-month period prior to the Early Redemption by issuing common stock, or by issuing other securities or liabilities (the “Replacement Securities”) approved by the Rating Agencies as having equity attributes equal to or greater than the Hybrid Bonds. In the case of the Early Redemption on or after the first call date of the Hybrid Bonds, however, Sumitomo Chemical may decide not to raise funds through issuance of the Replacement Securities if certain financial conditions are met. For the outline of the Hybrid Bonds, please see the shelf registration statement and the amended shelf registration statement submitted today to the head of the Kanto Local Finance Bureau.

3. Schedule
For this Hybrid Bonds issuance, Sumitomo Chemical has designated SMBC Nikko Securities Inc., Mizuho Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. and Nomura Securities Co., Ltd. as the joint lead managers. After considering relevant factors such as a general situation of demand from investors and interest rate trends as a whole, Sumitomo Chemical will determine the terms and conditions of the Hybrid Bonds, including the issue amount, in December of this year. The Company will announce its decision as soon as it is made.

Note

This notice has been prepared for the sole purpose of publicly announcing Sumitomo Chemical’s issuance of hybrid bonds (subordinated bonds), not for the purpose of soliciting investments or performing any similar act.

Contact

Corporate Communications Dept.
27-1, Shinkawa 2-chome, Chuo-ku, Tokyo, 104-8260, Japan
TEL: +81-3-5543-5102 FAX: +81-3-5543-5901