NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S
UNDER THE U.S. SECURITIES ACT OF 1933) OR IN OR INTO AUSTRALIA,
CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
Citigroup Global Markets Funding Luxembourg (the “Issuer”) this
morning announced the launch of an offering of exchangeable bonds
due 2023 (the “Bonds”), exchangeable for ordinary shares of Telekom
Austria AG (the “Company”).
The Bonds will be issued by Citigroup Global Markets Funding
Luxembourg, a 100% subsidiary of Citigroup Global Markets Limited
(the “Guarantor”). The Issuer’s payment obligations under the Bonds
will be guaranteed by Citigroup Global Markets Limited which is
rated A (positive outlook) by Standard & Poor’s and A (positive
outlook) by Fitch.
The Bonds will be exchangeable into 51,878,553 ordinary shares
of no par value of the Company, which represents approximately 7.8%
of the Company’s current issued ordinary share capital.
Salient Terms of the
Bonds
CGMFL announces that the terms of the Bonds have been fixed as
follows:
- Issue size is EUR 374,200,000;
- The initial exchange price has been set
at EUR 7.213 per ordinary share of the Company. The initial
exchange price represents a 40% premium over the volume weighted
average price of the ordinary shares of the Company on the Vienna
Stock Exchange (“VSE”) between launch and pricing equal to EUR
5.152;
- Settlement and delivery of the Bonds is
expected to take place on 4th August 2016 (the “Closing Date”).
Unless previously exchanged, redeemed or purchased and cancelled,
the Bonds will be redeemed at their principal amount at maturity on
4th August 2023;
- The issue price of the Bonds is 100% of
their principal amount;
- The coupon has been set at 0.500% per
annum, payable annually in arrear on 4th August of each year,
beginning on 4th August 2017; and
- The Issuer will have the option to
redeem all, but not some only, of the Bonds at any time at their
principal amount, together with accrued interest, if any, under the
following circumstances:
- (i) on or after 25th August 2021 if the
parity value of the Bonds exceeds EUR 130,000 for a specified
period
- (ii) in the case of an offer for the
underlying Shares, if as a result of the offer the exchange
property consists wholly of cash
- (iii) if 75% or more of the aggregate
principal amount of the Bonds originally issued shall have been
previously redeemed, exchanged or purchased and cancelled
Application will be made to list the Bonds on any recognised
stock exchange (within the meaning of section 1005 of the United
Kingdom Income tax Act 2007) as the Issuer may determine within six
months following the Closing Date.
Citigroup Global Markets Limited is acting as Sole Global
Coordinator, Sole Bookrunner and Calculation Agent. Deutsche Bank
AG, London Branch is acting as Lead Manager (together with the Sole
Bookrunner, the “Managers”). Citibank N.A., London Branch will act
as Fiscal Agent.
The Bonds are being offered solely in a private placement
outside the United States of America, Australia, Canada, Japan and
South Africa. This press release does not constitute or form part
of any offer or solicitation to purchase or subscribe for or to
sell the Bonds and the offering of the Bonds is not an offer to the
public in any jurisdiction.
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, transaction services, and
wealth management.
Additional information may be found at http://www.citigroup.com
| Twitter: @Citi | YouTube: http://www.youtube.com/citi | Blog:
http://blog.citigroup.com/| Facebook: http://www.facebook.com/citi
| LinkedIn: www.linkedin.com/company/citi.
NO ACTION HAS BEEN TAKEN BY THE ISSUER, THE GUARANTOR, THE
COMPANY, THE MANAGERS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT
WOULD PERMIT AN OFFERING OF THE BONDS OR POSSESSION OR DISTRIBUTION
OF THIS PRESS RELEASE OR ANY OFFERING OR PUBLICITY MATERIAL
RELATING TO THE BONDS IN ANY JURISDICTION WHERE ACTION FOR THAT
PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS
RELEASE COMES ARE REQUIRED BY THE ISSUER, THE GUARANTOR, THE
COMPANY AND THE MANAGERS TO INFORM THEMSELVES ABOUT, AND TO
OBSERVE, ANY SUCH RESTRICTIONS.
THIS PRESS RELEASE IS NOT FOR PUBLIC RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA). THIS PRESS RELEASE DOES NOT
CONSTITUTE OR FORM A PART OF ANY OFFER OF, OR SOLICITATION TO
PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES IN THE UNITED STATES. ANY
SUCH SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”).
ANY SUCH SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS SUCH TERM
IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT
PURSUANT TO AN EXEMPTION FORM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES WILL BE MADE IN
THE UNITED STATES.
THIS PRESS RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED
TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
(THE “EEA”) AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (“QUALIFIED
INVESTORS”). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS
DIRECTIVE" MEANS DIRECTIVE 2003/71/EC, AS AMENDED.
IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING
DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS
(I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE “ORDER”) AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE
49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS “RELEVANT PERSONS”). THIS PRESS RELEASE MUST NOT BE ACTED ON
OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT
RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER
THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED
INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
PRESS RELEASE RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN
THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER
STATES OF THE EEA (OTHER THAN THE UNITED KINGDOM).
ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON
THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE
ISSUER’S, THE GUARANTOR’S AND THE COMPANY’S PUBLICLY AVAILABLE
INFORMATION. NEITHER THE MANAGERS NOR ANY OF THEIR RESPECTIVE
AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE
ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS
PRESS RELEASE OR THE ISSUER’S, THE GUARANTOR’S AND THE COMPANY’S
PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS
PRESS RELEASE IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE
UP TO THE SETTLEMENT DATE.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT
IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE BONDS OR THE
ORDINARY SHARES TO BE ISSUED OR TRANSFERRED AND DELIVERED UPON
EXCHANGE OF THE BONDS AND NOTIONALLY UNDERLYING THE BONDS (TOGETHER
WITH THE BONDS, THE “SECURITIES”). NONE OF THE ISSUER, THE
GUARANTOR, THE COMPANY OR THE MANAGERS MAKE ANY REPRESENTATION AS
TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR
INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL
TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE
PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE
TO COMPETING INVESTMENTS.
THE MANAGERS ARE ACTING ON BEHALF OF THE ISSUER AND THE
GUARANTOR AND NO ONE ELSE IN CONNECTION WITH THE BONDS AND WILL NOT
BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS
AFFORDED TO CLIENTS OF THE MANAGERS OR FOR PROVIDING ADVICE IN
RELATION TO THE SECURITIES.
EACH OF THE ISSUER, THE GUARANTOR, THE COMPANY, THE MANAGERS AND
THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR
UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY STATEMENT CONTAINED IN
THIS PRESS RELEASE WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
DEVELOPMENTS OR OTHERWISE.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160728006190/en/
CitiEdwina Frawley-Gangahar, +44 (20)
7508-2340edwina.frawleygangahar@citi.com
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