Notice Regarding Determination of Issuance Condition for Publicly Offered Hybrid Bonds (Subordinated Bonds)

Dec. 6, 2019

Sumitomo Chemical hereby announces that today it has determined the issuance terms and conditions of the publicly offered hybrid bonds (subordinated bond) (the “Hybrid Bonds”) in amounts of up to JPY250 billion, the issuance of which was announced on October 30, 2019. The details are as follows.

	Sumitomo Chemical Co., Ltd. 1st Unsecured subordinated bonds with interest payment deferrable clause and optional early redemption conditions	Sumitomo Chemical Co., Ltd. 2nd Unsecured subordinated bonds with interest payment deferrable clause and optional early redemption conditions
1. Issue amount	JPY 150 billion	JPY 100 billion
2. Initial interest rate	1.30% per annum (Note 1)	0.84% per annum (Note 2)
3. Issue date	December 13, 2019
4. Maturity date	December 13, 2079
5. Early redemption   (Note 3)	Sumitomo Chemical may redeem the Hybrid Bonds at its discretion on each interest payment date from and including December 13, 2029, or in case a Tax Event or an Equity Credit Change Event occurs.	Sumitomo Chemical may redeem the Hybrid Bonds at its discretion on each interest payment date from and including December 13, 2024, or in case a Tax Event or an Equity Credit Change Event occurs.
6. Interest payment dates	June 13 and December 13 of each year
7. Deferral of interest payments	Sumitomo Chemical may, at its discretion, defer all or part of the interest payments on the Hybrid Bonds.
8. Subordination	The Hybrid Bonds are ranked subordinated to Sumitomo Chemical’s general debt and senior to the common stock.
9. Rating	BBB+ (Rating and Investment Information, Inc.) A- (Japan Credit Rating Agency, Ltd.)
10. Equity credit	“Class 3 - Equity Credit 50”  (Rating and Investment Information, Inc.) “Medium, 50%”  (Japan Credit Rating Agency, Ltd.)
11. Underwriters	・SMBC Nikko Securities Inc. ・Mizuho Securities Co., Ltd. ・Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. ・Nomura Securities Co., Ltd.	・Mizuho Securities Co., Ltd. ・SMBC Nikko Securities Inc. ・Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. ・Nomura Securities Co., Ltd.
12. Fiscal agent	Sumitomo Mitsui Banking Corporation	Sumitomo Mitsui Trust Bank, Ltd.

(Note 1)  The fixed interest rate will be applied from the day after December 13, 2019, to December 13, 2029, and a variable interest rate from the day after December 13, 2029 (“Step-up interest rates” will be applied from the day after December 13, 2029, and the day after December 13, 2049).

(Note 2)  The fixed interest rate will be applied from the day after December 13, 2019, to December 13, 2024, and a variable interest rate from the day after December 13, 2024 (“Step-up interest rates” will be applied from the day after December 13, 2029, and the day after December 13, 2044).

(Note 3)  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 an 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.

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