F-6 1 e607600_f6-sumitomo.htm Unassociated Document
 
As filed with the Securities and Exchange Commission on October 20, 2010
 Registration No. 333  -   
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
KABUSHIKI KAISHA MITSUI SUMITOMO FINANCIAL GROUP, INC.
(Exact name of issuer of deposited securities as specified in its charter)
SUMITOMO MITSUI FINANCIAL GROUP, INC.
(Translation of issuer’s name into English)
Japan
(Jurisdiction of incorporation or organization of issuer)
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
399 Park Avenue
New York, New York  10043
(877) 248 - 4237
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Sumitomo Mitsui Banking Corporation
New York Branch
277  Park Avenue
New York,  New York 10172
(212) 224-4000
 (Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Theodore A. Paradise, Esq.
Davis Polk & Wardwell LLP
Izumi Garden Tower 33F
1-6-1 Roppongi
 Minato-ku, Tokyo 106-6033
 Japan
  
Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York  10036
It is proposed that this filing become effective under Rule 466:
o immediately upon filing.
o on (Date) at (Time).
 
If a separate registration statement has been filed to register the deposited shares, check the following box :  x
CALCULATION OF REGISTRATION FEE
 
Title of Each Class of
Securities to be Registered
Amount to be
Registered
Proposed Maximum
Aggregate Price Per Unit*
Proposed Maximum
Aggregate Offering Price**
Amount of
Registration Fee
American Depositary Shares, each representing  the right to receive  two tenths of one  common share of Sumitomo Mitsui Financial Group, Inc.
500,000,000
$5.00
$25,000,000
$1,782.50
 
*
Each unit represents 100 American Depositary Shares.
**
Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Shares.
 
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 
 
 
 
This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
 
 
ii
 
 
PART I
 
INFORMATION REQUIRED IN PROSPECTUS
 
Cross Reference Sheet
 
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption
  
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
         
1.  Name of Depositary and address of its principal executive office  
Face of Receipt - Introductory Article.
         
2.      Title of Receipts and identity of deposited securities  
Face of Receipt - Top Center.
         
Terms of Deposit:
    
         
  (i) 
The amount of deposited securities represented by one American Depositary Share ("ADSs")
  
Face of Receipt - Upper right corner.
         
  (ii) 
The procedure for voting, if any, the deposited securities
  
Reverse of Receipt - Paragraphs (16)
and (17).
         
  (iii) 
The collection and distribution of dividends
  
Reverse of Receipt - Paragraph (14).
         
  (iv) 
The transmission of notices, reports and proxy soliciting material
  
Face of Receipt - Paragraph (13);
Reverse of Receipt - Paragraph (16).
         
  (v) 
The sale or exercise of rights
  
Reverse of Receipt – Paragraphs (14)
and (16).
         
  (vi) 
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Face of Receipt - Paragraphs (3) and (6);
Reverse of Receipt - Paragraphs (14) and (18).
         
  (vii) 
Amendment, extension or termination of the deposit agreement
  
Reverse of Receipt - Paragraphs (22) and (23) (no provision for extensions).
         
  (viii) 
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
  
Face of Receipt - Paragraph (13).
         
  (ix) 
Restrictions upon the right to deposit or withdraw the underlying securities
  
Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10).
 
 
I-1
 
 
Item Number and Caption
  
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
         
  (x)    
Limitation upon the liability of the Depositary
  
Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (19) and (20).
         
3.      Fees and charges which may be imposed directly or indirectly on holders of ADSs  
Face of Receipt - Paragraph (10).
         
Item 2. AVAILABLE INFORMATION
  
Face of Receipt - Paragraph (13).
 
The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”).  These reports can be retrieved from the Commission’s internet website (http://www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.
 
 
I-2
 
 
PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6 and is incorporated herein by reference.
 
 
I-3
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3. EXHIBITS
 
 
(a)
Form of Deposit Agreement, by and among Sumitomo Mitsui Financial Group, Inc. (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares evidenced by the American Depositary Receipts issued thereunder (“Deposit Agreement”).  — Filed herewith as Exhibit (a).
 
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. — None.
 
 
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. — None.
 
 
(d)
Opinion of counsel for the Depositary as to the legality of the securities to be registered. — Filed herewith as Exhibit (d).
 
 
(e)
Certificate under Rule 466. — None.
 
 
(f)
Powers of Attorney for certain officers and directors and the authorized representative of the Company. — Set forth on the signature pages hereto.
 
 
II-1
 
 
Item 4. UNDERTAKINGS
 
 
(a)
The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule.
 
 
II-2
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement, by and among Sumitomo Mitsui Financial Group, Inc., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts to be issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on October 20, 2010.
 
 
Legal entity created by the Deposit Agreement under which the American Depositary Receipts evidencing American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive two tenths (2/10ths) of one common share, no par value, of Sumitomo Mitsui Financial Group, Inc.
 
CITIBANK, N.A., solely in its capacity as Depositary
       
       
 
By: 
 /s/ Keith G. Galfo  
    Name: 
Title:
Keith G. Galfo
Vice President
  
 
 
II-3
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Sumitomo Mitsui Financial Group, Inc. has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Tokyo, Japan, on October 20, 2010.
 
 
SUMITOMO MITSUI FINANCIAL GROUP, INC.
       
       
 
By: 
 /s/ Teisuke Kitayama  
    Name: 
Title:
Teisuke Kitayama
President and Representative Director
  
 
 
II-4
 
 
POWERS OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Koichi Miyata, Hisayoshi Masawaki, and Manabu Sato and each of them severally to act as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on October 20, 2010.
 
Signature*
  
Title
     
/s/ Masayuki Oku
 
Chairman of the Board and Representative Director
Name: Masayuki Oku
    
     
/s/ Teisuke Kitayama
 
President and Representative Director
Name: Teisuke Kitayama
(Principal Executive Officer)
    
     
/s/ Wataru Ohara
 
Deputy President and Representative Director
Name: Wataru Ohara
    
     
/s/ Hideo Shimada
 
Director
Name: Hideo Shimada
    
     
/s/ Takeshi Kunibe
 
Director
Name: Takeshi Kunibe
    
 
______________________ 
* The signatories set forth below constitute at least a majority of the board of directors of Sumitomo Mitsui Financial Group, Inc.
 
 
II-5
 
 
Signature *
  
Title
     
/s/ Satoru Nakanishi
 
Director
Name: Satoru Nakanishi
    
     
/s/ Junsuke Fujii
 
Director
Name: Junsuke Fujii
    
     
/s/ Koichi Miyata
 
Director
Name: Koichi Miyata
(Principal Financial and Accounting Officer)
    
 
 
II-6
 
 
Authorized Representative in the U.S.
 
Sumitomo Mitsui Banking Corporation    
 
/s/ Nobuyuki Kawabata
  
Name:  
Title:
   
Nobuyuki Kawabata
General Manager, Planning Department, Americas Division
  

 
II-7
 
 
Index to Exhibits
 
Exhibit
Document
Sequentially
Numbered Page
(a)
Form of Deposit Agreement
  
(d)
Opinion of counsel to the Depositary