Notice Regarding Early Redemption of the Second Publicly Offered Hybrid Bonds (Subordinated Bonds) and Issuance of the Third Publicly Offered Hybrid Bonds (Subordinated Bonds)

Aug. 2, 2024

Sumitomo Chemical announces that it has decided to redeem the second publicly offered hybrid bonds (subordinated bonds) with interest payment deferrable clause and optional early redemption conditions (the “Second Hybrid Bonds”) on December 13, 2024 and to issue the third publicly offered hybrid bonds (subordinated bonds) (the “Third Hybrid Bonds”) as refunding securities for the redemption, and that it today submitted an amended shelf registration statement to the head of the Kanto Local Finance Bureau for the issuance of the Third Hybrid Bonds. The details are as follows.

1. Purpose and Background of the Third Hybrid Bonds Issuance
To finance acquisitions and investments to advance the “Further Improvement of Business Portfolio”, one of the basic policies of its Corporate Business Plan for FY2019 to FY2021, Sumitomo Chemical raised 250 billion yen by issuing hybrid bonds, which the Company considered to be a financing instrument conducive to maintaining its financial soundness, on December 13, 2019. (First Hybrid Bonds: 150 billion yen, and Second Hybrid Bonds: 100 billion yen).
Sumitomo Chemical considered:
- making early redemption of the total amount of the Second Hybrid Bonds (100 billion yen) for which the first optional redemption date will arrive on December 13, 2024; and
- issuing the Third Hybrid Bonds and making subordinated loans (the “Loans") as refunding securities for the redemption.
Among these, the Company has decided to issue the Third Hybrid Bonds.

The total amount to be raised through the Third Hybrid Bonds and the Loans will be up to 100 billion yen. The breakdown of this amount will be determined, thoroughly considering relevant factors such as demand from investors and interest rate trends.

2. Features of the Third Hybrid Bonds
The Third Hybrid Bonds have features of both equity and debt. Because they are debt, their issuance does not lead to 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. will deem 50% of the funds raised through the Third Hybrid Bonds as equity for the purpose of their ratings.

For the outline of the Third Hybrid Bonds, please see the amended shelf registration statement submitted today to the head of the Kanto Local Finance Bureau.

3. Schedule
For the issuance of the Third Hybrid Bonds, Sumitomo Chemical has designated SMBC Nikko Securities Inc. as the administrative lead manager, Daiwa Securities Co., Ltd., Nomura Securities Co., Ltd., Mizuho Securities Co., Ltd., and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. as the joint lead managers (other than administrative lead manager, listed in Japanese alphabetical order). After considering relevant factors such as demand from investors and interest rate trends comprehensively, Sumitomo Chemical will determine the issuance terms and conditions of the Third Hybrid Bonds, including the issue amount, in early September 2024 at the earliest. The Company will announce its decision as soon as it is made.

(Reference) Summary of the Second Hybrid Bonds

Name	Sumitomo Chemical Co., Ltd. Second unsecured subordinated bonds with interest payment deferrable clause and optional early redemption conditions
Issue amount	JPY 100 billion
Early redemption date	December 13,2024 (first optional redemption date) (Planned)
Total amount of early redemption	JPY 100 billion (Planned)
Early redemption price	JPY 100 per each bond of JPY 100

Reference

News release:

“Notice Regarding Issuance of Publicly Offered Hybrid Bonds (Subordinated Bonds)” Oct. 30, 2019
“Notice Regarding Determination of Issuance Condition for Publicly Offered Hybrid Bonds (Subordinated Bonds)” Dec. 6, 2019

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

Sumitomo Chemical Co., Ltd.
Corporate Communications Dept.
https://www.sumitomo-chem.co.jp/english/contact/public/