Issue of Foreign Currency Denominated Senior Notes

Disclaimer
Important Notice

The Senior Notes will not be registered under the Financial Instruments and Exchange Act of Japan, as amended, and will not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (including Japanese corporations), except as permitted under any applicable laws of Japan.

This announcement is not an offer to sell or a solicitation of any offer to buy securities in the United States or elsewhere. The Senior Notes may not be offered or sold in the United States without registration or an exemption from registration under the U.S. Securities Act of 1933 (the “Securities Act”). The offering of Senior Notes described in this announcement has not been and will not be registered under the Securities Act, and accordingly any offer or sale of Senior Notes may be made only in a transaction exempt from the registration requirements of the Securities Act.

This announcement is only directed at (A) non-U.S. persons located outside the United States or dealers or other professional fiduciaries in the United States acting only on a discretionary basis for the benefit or account of non-U.S. persons located outside the United States, in each case, in offshore transactions conducted in accordance with Regulation S under the Securities Act, (B) persons other than retail investors in the European Economic Area, defined as a person who is one (or more) of: (ⅰ) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID Ⅱ); or (ⅱ) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID Ⅱ; or (ⅲ) not a qualified investor as defined in Directive 2003/71/EC, (C) persons who are located outside the United Kingdom or, if located within the United Kingdom, who are (ⅰ) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ⅱ) high net worth entities, or (ⅲ) other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order and (D) persons into whose possession this announcement may be lawfully delivered in accordance with the laws of the jurisdiction in which they are located (all such persons in (A), (B), (C) and (D) above together being referred to as “Relevant Persons”). The Senior Notes will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the Senior Notes will be engaged in only with, Relevant Persons. Please note, however, acquisition of the Senior Notes by resident of Japan (including Japanese corporations) and certain other person will be restricted as described above. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents. If you have received this announcement and you are not a Relevant Person you must return it immediately to SBG. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereof, including Directive 2010/73/EU), to the extent implemented in any relevant member state of the European Economic Area and includes any relevant implementing measure in the relevant member state of the European Economic Area.

Releases, announcements, presentations and other information available from this page and elsewhere on this website were prepared based on information available and views held at the time of preparation and speak only as of the respective dates on which they are filed or used by SBG or the applicable group company, as the case may be. Such information is subject to change and may become out-of-date. Such information may also contain forward-looking statements which are by their nature subject to various risks and uncertainties, both general and specific, that may cause actual results and future developments to differ materially from those expressed or implied by such statements. A number of important factors could cause our actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward looking statements. The past performance of SBG cannot be relied on as a guide to future performance. As such, undue reliance should not be placed on any forward-looking statement. Please read legal notices in their entirety prior to viewing any information available on this website.