July 17, 2015
To whom it may concern:
Company Name: Mizuho Financial Group, Inc.
Code Number: 8411（TSE 1st Sec.）
Announcement Regarding Issuance of Unsecured Perpetual Subordinated Bonds with Write–down Clause
Mizuho Financial Group, Inc. (the "Company") hereby announces that the Company has decided to issue unsecured perpetual subordinated bonds with write–down clause as set forth below. The bonds will be qualified as the Company's Additional Tier1 capital under the current applicable capital adequacy requirements.
|Mizuho Financial Group, Inc.
first series of unsecured perpetual subordinated bonds with optional–redemption clause and write–down clause for qualified institutional investors only
|Method of Offering||Private placements only to qualified institutional investors in Japan|
|Issue Amount||JPY 300 billion|
|Denomination||JPY 100 million|
|Amount to Be Paid||JPY 100 per face value of JPY 100|
Provided, however, that the Company may, at its discretion, redeem the bonds on any interest payment date on December 15, 2020 or thereafter (unless the principal amount of the bonds has been written down upon the occurrence of a loss absorption event) or upon the occurrence of a tax event or a capital event.
|Interest Rate||From the day immediately following July 24, 2015 until December 15, 2020:
2.75% per annum
From the day immediately following December 15, 2020:
6–month euro–yen LIBOR + 2.45%
|Interest Payment Dates||June 15 and December 15 of each year|
|Subscription Period||July 17, 2015|
|Payment Date||July 24, 2015|
|Summary of Interest Cancellation Clause||
|Summary of Write–down Clause||
|Summary of Reinstatement Clause||When the principal amount of the bonds have been written down upon the occurrence of a loss absorption event, such principal amount of the bonds shall be reinstated upon the occurrence of a Reinstatement Event to the extent of the amount to be determined by the Company after discussion with the Financial Services Agency of Japan and any other relevant Japanese governmental organizations.
The "Reinstatement Event" occurs when the Company determines that the principal amount of the bonds that have been written–down be reinstated after prior confirmation of the Financial Services Agency of Japan and any other relevant Japanese governmental organizations that the Company's consolidated Common Equity Tier1 capital ratio remains at a sufficiently high level after giving effect to the relevant reinstatement of the bonds.
|Summary of Subordination Clause||The bonds rank, as to the payment of liabilities in our liquidation proceedings (excluding special liquidation proceedings), junior to the general creditors and subordinated creditors of Tier 2 liabilities of the Company, and senior to the Company's shares and the existing preferred securities issued by its overseas special purpose subsidiaries.|
|Use of Proceeds||To be provided to the banking subsidiaries as subordinated loan.|
|Fiscal Agent||Mizuho Bank, Ltd.|
|Securities Depository||Japan Securities Depository Center, Incorporated|
This document is prepared in order to announce specific facts relating to the issuance of unsecured perpetual subordinated bonds with optional–redemption clause and write–down clause for qualified institutional investors only and does not constitute an offer for sale or solicitation for investment or other similar activity in or outside of Japan.