NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA.
Citigroup Inc. (NYSE: C) (the “Company”) announces that
it is inviting eligible holders (the “Noteholders”) of its
€1,000,000,000 2.125% Fixed Rate Notes due 2026
(ISIN: XS1107727007) (the “Euro Notes”), £400,000,000
6.5% Fixed Rate Notes due 2030 (ISIN: XS0116066449) (the
“Sterling 2030 Notes”), £800,000,000 6.8% Fixed Rate
Notes due 2038 (ISIN: XS0372391945) (the “Sterling
2038 Notes”), £500,000,000 4.5% Fixed Rate Subordinated
Notes due 2031 (ISIN: XS0245936496) (the “Sterling
2031 Notes” and, together with the Sterling 2030 Notes and
the Sterling 2038 Notes, the “Sterling Notes” and,
together with the Euro Notes, the “Notes” and each a
“Series”) to tender their Notes for purchase by the Company
for cash (each such invitation, an “Offer”, and together,
the “Offers”).
The Offers are made on the terms and subject to the conditions
contained in the tender offer memorandum dated 28 April 2016 (the
“Tender Offer Memorandum”, as may be amended from time to
time) prepared by the Company in connection with the Offers, and
are subject to the offer and distribution restrictions set out
below and as more fully described in the Tender Offer Memorandum.
Capitalised terms used but not otherwise defined in this
announcement shall have the meanings given to them in the Tender
Offer Memorandum.
As Citi continues to enhance the efficiency of its funding and
capital structure, maintaining an active liability management
strategy allows Citi to replace its higher coupon and other less
efficient securities at attractive levels. Since 2014, Citigroup
redeemed or retired U.S. $28.9 billion of securities, reducing
Citigroup’s overall funding costs. Citigroup will continue to
consider opportunities to redeem or repurchase securities, based on
several factors, including without limitation, the economic value,
potential impact on Citigroup's net interest margin and borrowing
costs, the overall remaining tenor of Citigroup's debt portfolio,
capital impact, as well as overall market conditions.
Title of Notes ISIN Exchange Listing
Outstanding Nominal Amount Benchmark Fixed Spread
(basis points)
Amount subject to the Offers
€1,000,000,000 2.125% Fixed
Rate Notes due 2026 XS1107727007 Luxembourg Stock Exchange
€1,000,000,000 Interpolated Mid-Swap Rate 100 bps Up to
€100,000,000 in nominal amount, subject to the right of the Company
to amend such amount as set out herein
£400,000,000 6.5% Fixed
Rate Notes due 2030 XS0116066449 Luxembourg Stock Exchange
£114,952,000 4.75% U.K. Treasury Gilt due December 2030 115 bps Up
to £30,000,000 in nominal amount, subject to the right of the
Company to amend such amount as set out herein
£800,000,000 6.8%
Fixed Rate Notes due 2038 XS0372391945 Luxembourg Stock
Exchange £450,560,000 4.75% U.K. Treasury Gilt due December 2038
140 bps Up to £50,000,000 in nominal amount, subject to the right
of the Company to amend such amount as set out herein
£500,000,000 4.5% Fixed Rate Subordinated Notes due 2031
XS0245936496
Luxembourg Stock Exchange
£232,575,000 4.75% U.K. Treasury Gilt due December 2030 185 bps Up
to £25,000,000 in nominal amount, subject to the right of the
Company to amend such amount as set out herein
To the extent the Company accepts any Notes for purchase, it
will purchase up to €100,000,000 in nominal amount of such Euro
Notes, up to £30,000,000 in nominal amount of such Sterling 2030
Notes, up to £50,000,000 in nominal amount of such Sterling 2038
Notes and up to £25,000,000 in nominal amount of such Sterling 2031
Notes validly tendered at or prior to the Expiration Deadline.
The Company will pay for Notes validly tendered and accepted by
it for purchase a cash purchase price expressed as a percentage of
the principal amount thereof and determined by reference to the sum
of the relevant Fixed Spread set forth in the table above and the
relevant Sterling Benchmark Security Rate or the Interpolated
Mid-Swap Rate, as applicable.
The final determination of the Purchase Price in respect of the
Notes will be made in accordance with standard market convention,
at or around 1:00 p.m. (London time) on the Business Day following
the Expiration Deadline (the “Pricing Time”).
The Company will also pay an Accrued Interest Payment in respect
of Notes accepted for purchase pursuant to the Offers, all as
further described in the Tender Offer Memorandum.
The anticipated transaction timetable is summarised below:
Events Times and Dates Commencement of the
Offers Offers announced. Tender Offer Memorandum available from
the Tender Agent. 28 April 2016
Expiration Deadline Final
deadline for receipt of valid Tender Instructions by the Tender
Agent in order for Noteholders to be able to participate in the
Offers. 4:00 p.m. (London time) on
6 May 2016
Announcement of Indicative Tender Results Announcement by
the Company of the aggregate nominal amount of Notes (if any) of
each Series that it will accept for purchase pursuant to the
Offers. At or around 11:00 a.m. (London time) on 9 May 2016
Pricing Time Determination of the Sterling Benchmark
Security Rates and the Interpolated Mid-Swap Rate and calculation
of the Purchase Price for the Sterling Notes and the Euro Notes if
the Company intends to accept such Notes for purchase. At or around
1:00 p.m. (London time) on 9 May 2016
Announcement of Purchase
Prices and Final Tender Results Announcement of whether the
Company will accept valid tenders of Notes pursuant to each Offer
and, if so accepted, (i) the relevant Sterling Benchmark Security
Rate or the Interpolated Mid-Swap Rate, as applicable, and (ii) the
Purchase Yield and Purchase Price for the Sterling Notes and the
Euro Notes accepted for purchase. As soon as reasonably practicable
after the Pricing Time
Expected Settlement Date Expected
settlement date for the Offers. 13 May 2016
This is an indicative timetable and may be subject to change.
Noteholders are advised to check with any bank, securities broker
or other intermediary through which they hold Notes when such
intermediary needs to receive instructions from a Noteholder in
order for that Noteholder to be able to participate in, or (in the
limited circumstances in which revocation is permitted) revoke
their instruction to participate in, the Offers by the deadlines
set out above. Noteholders are advised to read carefully the
Tender Offer Memorandum for full details of, and information on,
the procedures for participating in, the Offers.
The obligation of Citigroup Inc. to accept for purchase, and to
pay the Purchase Price for Notes validly tendered pursuant to the
Offers is subject to, and conditional upon, the satisfaction or,
where applicable, waiver of a number of conditions described in the
Tender Offer Memorandum. Citigroup Inc. reserves the right, in its
sole discretion, to waive any one or more of the conditions at any
time. The Offers are not contingent upon the tender of any minimum
nominal amount of Notes.
Citigroup Inc. has retained its affiliate Citigroup Global
Markets Limited to serve as the Dealer Manager, and its affiliate
Citibank, N.A., London Branch has been retained to serve as Tender
Agent for the Offers.
For additional information regarding the terms of the Offers,
please contact: Citigroup Global Markets Limited at Citigroup
Centre, Canada Square, Canary Wharf, London E14 5LB, Attention:
Liability Management Group, or by telephone at +44 20 7986 8969 or
email liabilitymanagement.europe@citi.com.
Requests for documents and questions regarding the tender of
Notes may be directed to Citibank, N.A., London Branch at Citigroup
Centre, Canada Square, Canary Wharf, London E14 5LB, Attention:
Exchange Team, or by telephone at +44 20 7508 3867 or email
exchange.gats@citi.com.
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. This announcement and the Tender Offer Memorandum
contain important information which should be read carefully before
any decision is made with respect to the Offers. If any Noteholder
is in any doubt as to the action it should take, it is recommended
to seek its own financial advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent financial adviser. Any individual
or company whose Notes are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee must contact such
entity if it wishes to tender Notes in the Offers. None of
Citigroup Inc., the Dealer Manager or the Tender Agent nor any of
their respective directors, employees or affiliates makes any
recommendation whether Noteholders should tender Notes in the
Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum
constitutes an invitation to participate in the Offers in any
jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or for there to be such
participation under applicable securities laws. The distribution of
this announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Tender Offer Memorandum
comes are required by each of the Company, the Dealer Managers and
the Tender Agent to inform themselves about, and to observe, any
such restrictions.
United States
The Offers are not being made, and will not be made, directly or
indirectly in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, the United States.
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. Accordingly, copies of this announcement,
the Tender Offer Memorandum and any other documents or materials
relating to the Offers are not being, and must not be, directly or
indirectly mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees
or trustees) in or into the United States or to any persons located
or resident in the United States and the Notes cannot be tendered
in the Offers by any such use, means, instrumentality or facility
or from within the United States or by any persons located or
resident in the United States. Eligibility to participate in the
Offer is not dependent on whether the Noteholder is a “U.S. person”
as defined for purposes of Regulation S under the U.S. Securities
Act of 1933, as amended. Any purported tender of Notes resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of Notes made by any person
located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal
giving instructions from within the United States will be invalid
and will not be accepted.
Each Noteholder participating in an Offer will represent that it
is not located in the United States and is not participating in
such Offer from the United States or it is acting on a
non-discretionary basis for a principal located outside the United
States that is not giving an order to participate in such Offer
from the United States. For the purposes of this and the above
paragraph, “United States” means United States of America,
its territories and possessions (including Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the Northern
Mariana Islands), any state of the United States of America and the
District of Columbia.
European Economic Area (“EEA”)
In any EEA Member State that has implemented Directive
2003/71/EC, as amended (which includes the amendments made by
Directive 2010/73/EU) (together with any applicable implementing
measures in such EEA Member State, the “Prospectus
Directive”), this communication is only addressed to and is
only directed at qualified investors in that EEA Member State
within the meaning of the Prospectus Directive.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offers is not being made and such documents and/or materials have
not been approved by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to persons in
the United Kingdom who are (i) Investment Professionals (as defined
in Article 19(5) of the Financial Services and Markets 2000
(Financial Promotion) Order 2005 (the “Financial Promotion
Order”)), or (ii) persons within the scope of Article 43 of the
Financial Promotion Order, or (iii) persons falling within Article
49(2)(a) to (d) (“high net worth companies, unincorporated
associations etc.”) of the Financial Promotion Order, or (iv) any
other persons to whom it may otherwise lawfully be made under the
Financial Promotion Order (such persons together being the
“Relevant Persons”).
Insofar as the communication of this announcement, the Tender
Offer Memorandum and any other documents or materials relating to
the Offers is made to or directed at Relevant Persons, it is made
to or directed at persons having professional experience in matters
relating to investments, and any investment or investment activity
to which it relates is available only to such persons or will be
engaged in only with such persons, and persons who do not have
professional experience in matters relating to investments should
not rely upon it.
Belgium
Neither the Tender Offer Memorandum nor any other documents or
materials relating to the Offers have been submitted to or will be
submitted for approval or recognition to, or have been approved or
recognized by, the Belgian Financial Services and Markets Authority
(Autorité des Services et des Marchés Financiers / Autoriteit voor
Financiële Diensten en Markten) and, accordingly, the Offers may
not be made in Belgium by way of a public offering, as defined in
Articles 3, §1, 1°, and 6, §1, of the Belgian Law of 1 April 2007
on public takeover bids (“loi relative aux offres publiques
d’acquisition/wet op de openbare overnamebiedingen”) (as amended
from time to time). Accordingly, the Offers are, insofar as Belgium
is concerned, exclusively conducted under private placement
exceptions and the Offers may not be advertised and the Offers will
not be extended, and neither the Tender Offer Memorandum nor any
other documents or materials relating to the Offers (including any
memorandum, information circular, brochure or any similar
documents) may, has been or shall be distributed or made available,
directly or indirectly, to any person in Belgium other than
“qualified investors” (“investisseur qualifié/gekwalificeerde
belegger”) in the meaning of Article 10, §1, of the Belgian Law of
16 June 2006 on public offering of securities and admission to
trading of securities on regulated markets (“loi relative aux
offres publiques d'instruments de placement et aux admissions
d'instruments de placement à la négociation sur des marchés
réglementés/wet op de openbare aanbieding van
beleggingsinstrumenten en de toelating van beleggingsinstrumenten
tot de verhandeling op een gereglementeerde markt”) (as amended
from time to time), as referred to in Article 6, §3, of said
Belgian Law of 1April 2007 on public takeover bids, acting on their
own account. Insofar as Belgium is concerned, the Tender Offer
Memorandum has been issued only for the personal use of the above
qualified investors and exclusively for the purpose of the Offers.
Accordingly, the information contained in the Tender Offer
Memorandum may not be used for any other purpose or disclosed to
any other person in Belgium.
France
The Offers are not being made, directly or indirectly, to the
public in France. Neither the Tender Offer Memorandum nor any other
documents or offering materials relating to the Offers have been
distributed or caused to be distributed and will not be distributed
or caused to be distributed to the public in France, and only (i)
qualified investors (investisseurs qualifiés), other than
individuals, acting for their own account and/or (ii) legal
entities whose total assets exceed €5 million, or whose annual
turnover exceeds €5 million, or whose managed assets exceed
€5million, or whose annual headcount exceeds 50, all as defined in,
and in accordance with, Articles L.341-2 1°, L.411-2, D.341-1 and
D.411-1 of the French Code monétaire et financier, are eligible to
participate in the Offers. The Tender Offer Memorandum has not been
and will not be submitted to the clearance procedures (visa) of nor
approved by the Autorité des marchés financiers (the “AMF”)
or by the competent authority of another State that is a
contracting party to the Agreement on the European Economic Area
and notified to the AMF.
Italy
None of the Offers, this Tender Offer Memorandum or any other
documents or materials relating to the Offers have been or will be
submitted to the clearance procedures of the Commissione Nazionale
per le Società e la Borsa (“CONSOB”) pursuant to applicable
Italian laws and regulations.
The Offers are being carried out in the Republic of Italy
(“Italy”) as exempted offers pursuant to article 101-bis,
paragraph 3-bis of Legislative Decree No. 58 of 24 February 1998,
as amended (the “Consolidated Financial Services
Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No.
11971 of 14 May 1999, as amended.
Holders or beneficial owners of the Notes that are resident
and/or located in Italy can tender the Notes for purchase through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Consolidated Financial Services Act, CONSOB
Regulation No. 16190 of 29 October 2007, as amended, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in
compliance with any other applicable laws and regulations and with
any requirements imposed by CONSOB or any other Italian
authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes and the Offers.
###
Citi, the leading global bank, has approximately 200 million
customer accounts and does business in more than 160 countries and
jurisdictions. Citi provides consumers, corporations, governments
and institutions with a broad range of financial products and
services, including consumer banking and credit, corporate and
investment banking, securities brokerage, and wealth management.
Additional information may be found at www.citigroup.com.
Certain statements in this release, including without limitation
the anticipated consummation and successful completion of the
Offers (including the satisfaction of the conditions described in
the Tender Offer Memorandum), the possible amendment, extension or
abandonment of one or more of the Offers, and Citigroup Inc.’s
successful execution of its liability management strategy, are
“forward-looking statements” within the meaning of the rules
and regulations of the U.S. Securities and Exchange Commission.
These statements are based on management’s current expectations and
are subject to uncertainty and changes in circumstances. Actual
results may differ materially from those included in these
statements due to a variety of factors, including without
limitation (i) the level of participation in the Offers, and (ii)
the precautionary statements included in this release and in the
Tender Offer Memorandum, and those contained in Citigroup Inc.’s
filings with the U.S. Securities and Exchange Commission, including
without limitation the “Risk Factors” section of Citigroup Inc.’s
2015 Annual Report on Form 10-K.
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version on businesswire.com: http://www.businesswire.com/news/home/20160428006288/en/
CitiSimon Boughey0207 508 3864simon.boughey@citi.com
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