June 7, 2024
Nippon Steel Corporation
Notice Regarding Determination of Terms and Conditions for Public Hybrid Bonds (Public Subordinated Bonds)
As previously released on May 9, 2024, Nippon Steel Corporation ("Nippon Steel") hereby announces that today it determined the terms and conditions for the issue of the public hybrid bonds (the "Bonds") with the total issue amount of 167.5 billion yen. Nippon Steel filed today a shelf registration supplement with the Director-General of the Kanto Local Finance Bureau. The details are as follows:
1. | Series name | Nippon Steel Corporation | Nippon Steel Corporation | Nippon Steel Corporation |
4th Unsecured Subordinated | 5th Unsecured Subordinated | 6th Unsecured Subordinated | ||
Bonds with interest deferrable | Bonds with interest deferrable | Bonds with interest deferrable | ||
clause and early redemption | clause and early redemption | clause and early redemption | ||
option | option | option | ||
2. | Total amount of | JPY 67.5 billion | JPY 20 billion | JPY 80 billion |
issue | ||||
3. | Denomination of | JPY 100 million | ||
each bond | ||||
4. | Application of | The Bonds are subject to the Act on Book-Entry Transfer of Company Bonds, Shares, etc. pursuant to | ||
Act on Book- | Article 66, Paragraph 2 of the Act. Certificates of the Bonds may not be issued except for the cases provided | |||
Entry Transfer | under Article 67, Paragraph 2 of the same Act. | |||
of Company | ||||
Bonds, Shares, | ||||
etc. | ||||
5. | Initial interest | 1.534% per annum (Note 1) | 1.882% per annum (Note 2) | 2.328% per annum (Note 3) |
rate | ||||
6. | Maturity date | June 13, 2059 | June 13, 2061 | June 13, 2064 |
7. | Offering period | June 7, 2024 | ||
8. | Payment date | June 13, 2024 | ||
9. | Method of | Public offering | ||
offering | ||||
10. | Method of | (1) Bullet maturity | ||
redemption | (2) Early redemption | |||
(3) Retirement by purchase | ||||
11. | Early | Early redemption may be made at | Early redemption may be made | Early redemption may be made at |
redemption | Nippon Steel's discretion on each | at Nippon Steel's discretion on | Nippon Steel's discretion on each | |
(Note 4) | interest payment date from June | each interest payment date from | interest payment date from June | |
13, 2029, or on or after June 13, | June 13, 2031, or on or after | 13, 2034, or on or after June 13, | ||
2024 for reasons attributable to | June 13, 2024 for reasons | 2024 for reasons attributable to | ||
occurrence and continuation of | attributable to occurrence and | occurrence and continuation of | ||
changes in the taxation system or | continuation of changes in the | changes in the taxation system or | ||
in equity credit. | taxation system or in equity | in equity credit. | ||
credit. | ||||
12. | Collateral | The Bonds are not secured or guaranteed. There are no assets reserved as security for the Bonds. | ||
13. | Financial | No financial covenants are provided for the Bonds. | ||
covenants | ||||
14. | Subordination | In terms of liquidation, bankruptcy, reorganization and rehabilitation proceedings, and similar | ||
proceedings under laws other than Japanese laws, the Bonds are subordinate to Nippon Steel's ordinary | ||||
debts and superior to Nippon Steel's common shares. | ||||
15. | Interest payment | June 13 and December 13 of each year | ||
date | ||||
16. | Deferral of | Nippon Steel may, at its discretion, defer all or part of interest payment. | ||
interest payment | (Mandatory payment clause provided) | |||
17. | Ratings | A- (Rating and Investment Information, Inc.) | ||
© 2024 NIPPON STEEL CORPORATION All Rights Reserved.
A+ (Japan Credit Rating Agency, Ltd.) | ||||
18. | Equity credit | Class 3; equity credit 50 (Rating and Investment Information, Inc.) | ||
Intermediate; 50% (Japan Credit Rating Agency, Ltd.) | ||||
Intermediate equity credit; 50% (S&P Global Ratings Japan Inc.) | ||||
19. | Underwriters | SMBC Nikko Securities Inc., Mizuho Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., | ||
Ltd., Nomura Securities Co., Ltd. and Daiwa Securities Co., Ltd. | ||||
20. | Book-entry | Japan Securities Depository Center, Inc. | ||
transfer | ||||
institution | ||||
21. | Fiscal agent | Mizuho Bank, Ltd. | MUFG Bank, Ltd. | Sumitomo Mitsui Banking |
Corporation | ||||
Note 1: A fixed interest rate will be applied from the day after June 13, 2024 to June 13, 2029, and variable interest rates from the day after June 13, 2029. ("Step-up interest rates" will be applied from the day after June 13, 2034 and the day after June 13, 2049.)
Note 2: A fixed interest rate will be applied from the day after June 13, 2024 to June 13, 2031, and variable interest rates from the day after June 13, 2031. ("Step-up interest rates" will be applied from the day after June 13, 2034 and the day after June 13, 2051.)
Note 3: A fixed interest rate will be applied from the day after June 13, 2024 to June 13, 2034, and variable interest rates from the day after June 13, 2034. ("Step-up interest rates" will be applied from the day after June 13, 2034 and the day after June 13, 2054.)
Note 4: Note 4 does not form a part of the terms of the Bonds and does not create a legal or contractual obligation. In the case of early redemption or retirement by purchase of the Bonds, Nippon Steel expects to refinance with financial instruments that would be recognized by credit rating agencies as equivalent to the Bonds in terms of equity credit. However, in any of the cases described in the section of the shelf registration supplements, "Regarding Restrictions concerning Refinancing upon Early Redemption and Retirement by Purchase of the Bonds" under "Special matters to be stated concerning the public offering or secondary distribution ." Nippon Steel may not make such a refinancing.
Note: This press release has been prepared for the sole purpose of publicly announcing Nippon Steel Corporation's issue of hybrid bonds (subordinated bonds), not for the purpose of soliciting investments or performing any similar act. This document does not constitute an offer to sell or the solicitation of an offer to purchase securities for sale in the United States. Nippon Steel Corporation has not registered and will not register the hybrid bonds under the U.S. Securities Act of 1933 (the "U.S. Securities Act"). No offer or sale of the hybrid bonds in the United States may be made absent registration or an applicable exemption from the registration requirements under the U.S. Securities Act. This document is concerned with Nippon Steel Corporation's issue of hybrid bonds in Japan, and no securities will be offered or sold in the United States.
For inquiries,https://www.nipponsteel.com/en/contact/
© 2024 NIPPON STEEL CORPORATION All Rights Reserved.
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Nippon Steel Corporation published this content on 07 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 June 2024 04:05:04 UTC.