Bond Issuer
Mitsubishi UFJ Financial Group, Inc. (MUFG)
Guarantor
-
Price Guidance
7.750% area
Announcement Date
-
Issue Date
19 Oct 2026
Maturity Date
Perpetual
Years to Maturity
Perpetual
Issue / Reoffer Price
-
Issue / Reoffer Yield
-
Coupon Type
Variable
Coupon Frequency
Semi Annually
Seniority
Junior Subordinated
Capital Structure
Junior Subordinated
Exchange Listed
Others
ISIN
XS3531960907
CUSIP
-
Bond Currency
AUD
Issue Size
AUD Benchmark
Min. Investment Quantity (Nominal)
AUD 250,000
Incremental Quantity (Nominal)
AUD 1,000
Bond Type
High Yield Corporate
Bond Sector
Financials
Bond Sub Sector
Banks
Issuer Credit Rating (S&P/ Fitch)
*** / A-
Bond Credit Rating (S&P/ Fitch)
*** / BB+
Shariah Compliant
No
Reference Rate
Reset date: 15 January 2032 and 5 year thereafter
Reset Rate: 5-Year Semi Quarterly Mid-Swap Rate + Initial Spread [TBD]
The Securities are intended to qualify as our External TLAC, debt under the Japanese TLAC Standard. The Securities are also intended to qualify also as our Additional Tier 1 capital under the applicable Japanese laws and regulations. As such, the Securities will be fully and permanently written down under their respective contractual terms, if the Issuer becomes subject to orderly resolution measures under the Deposit Insurance Act.
Redemption for regulatory reasons
The Securities may, subject to prior confirmation of the FSA (if such confirmation is required under the Applicable Banking Regulations), be redeemed at the option of the Issuer, in whole, but not in part, at any time, on not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of the principal amount of the Securities on the date fixed for redemption plus accrued and unpaid interest to (but excluding) the date fixed for redemption, if the Issuer determines after consultation with the FSA that there is more than an insubstantial risk that the Securities may not be partially or fully included in the Issuer's Additional Tier 1 capital under the applicable standards set forth in the Applicable Banking Regulations.
If the Issuer determines that it is necessary to cancel payment of the interest on the Securities at any time and in its sole discretion, the Issuer may cancel payment of all or part of the interest accrued on the Securities on an Interest Payment Date.
Among other circumstances, the Issuer will make a determination to cancel interest payments if and to the extent the Issuer fails to meet the applicable regulatory capital buffer or leverage ratio buffer requirements and implements a capital distribution constraints plan submitted to the FSA (as defined in the Conditions) pursuant to an order of the FSA under the Japanese capital distribution constraints system. Notwithstanding the foregoing, the Issuer may determine that it is necessary to cancel payments of interest on the Securities due to other factors in its sole discretion.
Mandatory cancellation of interest payments
The Issuer will be prohibited from paying, and shall cancel, all or part of the interest on the Securities on an Interest Payment Date, if and to the extent that the interest payable on the Securities on such Interest Payment Date exceeds the Interest Payable Amount.
"Interest Payable Amount" means, as more fully defined in the Conditions, in respect of any Interest Payment Date, the product of the Adjusted Distributable Amounts on such Interest Payment Date and a ratio, the numerator of which is the amount of interest that should have been paid on the Securities on such Interest Payment Date, and the denominator of which is the aggregate amount of interest that should have been paid on the Securities on such Interest Payment Date and dividends or interest that should have been paid in respect of any Senior Dividend Preferred Shares (as defined in the Conditions) and any Parity Securities (as defined in the Conditions) on the same date as such Interest Payment Date.
"Adjusted Distributable Amounts" means, as more fully defined in the Conditions, in respect of any date, the distributable amounts (bunpai kano gaku) of the Issuer on such date as calculated in accordance with the Company Law of Japan, after deducting the sum of any dividend or interest that has been paid in respect of the Securities, any Parity Securities and any Junior Securities (as defined in the Conditions) from the beginning of the fiscal year of the Issuer in which such date falls until the date immediately preceding such date.
Cessation of accrual of interest
No interest shall accrue on the Securities (i) during the period when the principal amount of the Securities then outstanding is one cent per AUD1,000 in principal amount at issuance, (ii) after the date fixed for redemption, or (iii) during any period when a liquidation proceeding (seisan) in respect of the Issuer commences and continues under the Company Law of Japan.
Agreement to interest cancellation
By subscribing for, purchasing or otherwise acquiring the Securities, holders of the Securities acknowledge and agree to a cancellation of interest payments under the terms of the Securities as set out in the Conditions.
15 January 2032 (the "First Reset Date") and each fifth anniversary date thereafter.
Principal write-down upon a Capital Ratio Event
If a Capital Ratio Event occurs, on a Going Concern Write-Down Date (as defined in the Conditions), the principal amount of the Securities will be written down, as more fully described in the Conditions, to such extent determined necessary by the Issuer after consultation with the FSA or any other relevant Japanese supervisory authority that such write-down and a write-down of the principal amount of (or conversion into equity, if applicable, of) all other outstanding debt securities that are intended to qualify as our Additional Tier 1 capital, which is triggered by the same Capital Ratio Event, will result in an increase in the Issuer's consolidated Common Equity Tier 1 ratio to a sufficient level exceeding 5.125%. If this write-down mechanism, when implemented to the full extent, is expected to result in an increase in the Issuer's consolidated Common Equity Tier 1 ratio to a level short of 5.125%, the principal amount of the Securities per AUD1,000 in principal amount at issuance will be reduced to one cent per AUD1,000 of the principal amount at issuance, and no interest will accrue on the Securities thereafter. Holders of the Securities will be deemed to have irrevocably waived their right to claim or receive payments of principal of or interest on the Securities to the extent of such write-down.
A "Capital Ratio Event" will be deemed to have occurred when the Issuer's consolidated Common Equity Tier 1 ratio reported or publicly announced by the Issuer declines below 5.125%, as more fully defined in the Conditions.
Principal write-down upon a Non-Viability Event
If a Non-Viability Event occurs, on a Write-Down and Cancellation Date (as defined in the Conditions), the full principal amount of the Securities will be permanently written down to nil, the Securities will be cancelled, and holders of the Securities will be deemed to have irrevocably waived their right to claim or receive any payment of principal of or interest on the Securities.
A "Non-Viability Event" will be deemed to have occurred at the time that the Prime Minister of Japan confirms (nintei) that any measures (tokutei dai nigo sochi) set forth in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act (as defined in the Conditions) (or any successor provision thereto) need to be applied to the Issuer.
"Write-Down and Cancellation Date" means, upon the occurrence of a Non- Viability Event, the date that shall be determined by the Issuer after consultation with the FSA or any other relevant Japanese supervisory authority and shall be no later than ten Business Days following the date of the Write-Down and Cancellation Notice (as defined in the Conditions).
Principal write-down upon a Bankruptcy Event
Immediately upon the occurrence of a Bankruptcy Event, the full principal amount of the Securities will be permanently written down to nil, the Securities will be cancelled, and holders of the Securities will be deemed to have irrevocably waived their right to claim or receive any payment of principal of or interest on the Securities.
A "Bankruptcy Event" will be deemed to have occurred when a Japanese court has commenced bankruptcy proceedings, corporate reorganisation proceedings or civil rehabilitation proceedings with respect to, or special liquidation proceedings (tokubetsu seisan) have commenced by or with respect to, the Issuer in Japan or when the Issuer has become subject to similar proceedings in any other jurisdiction, as more fully defined in the Conditions.
Agreement to principal write-down
By subscribing for, purchasing or otherwise acquiring the Securities, holders of the Securities acknowledge and agree to a principal write-down under the terms of the Securities.