UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2007.
Commission File Number 001-33098
Mizuho Financial Group, Inc.
(Translation of registrants name into English)
5-5, Otemachi 1-chome
Chiyoda-ku, Tokyo 100-0004
Japan
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ¨ No x
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82- .
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 14, 2007 | ||
Mizuho Financial Group, Inc. | ||
By: | /s/ Satoru Nishibori | |
Name: | Satoru Nishibori | |
Title: | Managing Director / CFO |
November 14, 2007
To whom it may concern
Company Name: Mizuho Financial Group, Inc. |
Representative: Terunobu Maeda, President & CEO |
Head Office: 1-5-5, Otemachi, Chiyoda-ku, Tokyo |
Code Number: 8411 (Tokyo Stock Exchange (First Section), |
Osaka Securities Exchange (First Section)) |
Announcement regarding Establishment of an Overseas Special Purpose Subsidiary and
Issuance of Non-Dilutive Preferred Securities
Mizuho Financial Group, Inc. (MHFG) hereby announces that its board of directors has resolved to issue preferred securities (Preferred Securities) as set forth below through an overseas special purpose subsidiary so as to increase the groups Tier 1 capital to secure the agility and to improve the flexibility of our future capital strategy. For the purpose of issuing Preferred Securities, MHFG plans to establish a wholly owned subsidiary in the Cayman Islands (Cayman SPC).
The issuance of Preferred Securities, which are non-cumulative perpetual preferred securities issued by the Cayman SPC, is expected to increase Tier 1 capital of MHFG, as it will increase Minority Interest in Consolidated Subsidiaries. The contemplated transaction is also expected to increase Tier 1 capital of Mizuho Bank, Ltd. and Mizuho Corporate Bank, Ltd., which are banking subsidiaries of MHFG. The Preferred Securities are not convertible into common stock of MHFG.
[Description of Preferred Securities to be issued]
Issuer | Mizuho Capital Investment (JPY) 2 Limited (an overseas special purpose subsidiary established in the Cayman Islands, the voting rights of which are wholly owned by MHFG) | |
Type of Security | Japanese Yen denominated Non-cumulative Perpetual Preferred Securities | |
Aggregate Issue Amount | To be determined | |
Dividend Rate | To be determined | |
Use of Proceeds | To be ultimately provided to the banking subsidiaries as perpetual subordinated loans | |
Liquidation Preference | The Preferred Securities are intended to rank, as to rights related to liquidation preference, effectively pari passu with preferred stock issued by MHFG. | |
Method of Offering | Private placement to domestic qualified institutional investors |
Contact: Mizuho Financial Group, Inc., Corporate Communications Public Relations Office Tel: 03-5224-2026
|
Note: | This document is prepared for the purpose of public disclosure of establishment of an overseas special purpose subsidiary and the issuance of preferred securities and does not constitute a solicitation of an offer for acquisition or an offer for sale of any securities in or outside of Japan. |
The preferred securities set forth above have not been and will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirement. |