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.
On 1 August 2012, Citigroup Inc. (the "Company") announced its invitation to eligible holders (the "Noteholders") of its notes denominated in British pounds sterling (the "Sterling Notes") and notes denominated in Swiss francs (the "Swiss Franc Notes," and together with the Sterling 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"), as set forth in the table below.
The Offers were made on the terms and subject to the conditions contained in the tender offer memorandum dated 1 August 2012 (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.
The Offers expired at 4:00 p.m. (London time) on 8 August 2012. The Clearing Spread over the relevant Benchmark Security Rate has been set at 250 bps in respect of the £2018 Notes and at the relevant Maximum Purchase Spread in respect of the £2019 Notes, £2030 Notes and £2038 Notes. The Company hereby announces that it intends to (i) accept for purchase all Sterling Notes validly tendered at or above the applicable Clearing Spread in full and all Swiss Franc Notes validly tendered at the Fixed Spread in full, resulting in an indicative aggregate U.S.-dollar equivalent nominal amount repurchased of approximately $570 million; and (ii) accordingly increase the Target Acceptance Amount as permitted in the Tender Offer Memorandum.
| Title of Notes | Â | ISIN | Â | Outstanding Nominal Amount | Â | Benchmark | Â | Â | Â | Indicative Series Acceptance Amount | |
| Sterling Offer | Â | Â | Â | Clearing Spread | Â | ||||||
| £750,000,000 7.625% Fixed Rate Notes due 2018 | XS0355738799 | £679,149,000 | 5.00% U.K. Treasury Gilt due March 2018 | 250 bps | Approximately £181 million | ||||||
| £225,000,000 6.25% Senior Notes due 2019 | XS0101328432 | £213,452,000 | 4.50% U.K. Treasury Gilt due March 2019 | 275 bps | Approximately £37 million | ||||||
| £400,000,000 6.5% Senior Notes due 2030 | XS0116066449 | £291,088,000 | 4.75% U.K. Treasury Gilt due December 2030 | 230 bps | Approximately £26 million | ||||||
| £800,000,000 6.8% Senior Notes due 2038 | XS0372391945 | £619,613,000 | 4.75% U.K. Treasury Gilt due December 2038 | 230 bps | Approximately £84 million | ||||||
| Swiss Franc Offer | Â | Â | Â | Fixed Spread | Â | ||||||
| CHF400,000,000 3% Fixed Rate Senior Notes due 2019 | CH0029365100 | CHF400,000,000 | Interpolated Mid-Swap Rate | 220 bps | Approximately CHF54 million |
Pricing will take place at or around 2:00 p.m. (London time) today, 9 August 2012 (the "Pricing Time"). As soon as reasonably practicable after the Pricing Time, the Company will announce its final decision as to whether it will accept valid tenders of each Series of Notes for purchase pursuant to the Offers and, if so accepted, (i) the final Series Acceptance Amount and any Scaling Factor, (ii) the Interpolated Mid-Swap Rate or relevant Benchmark Security Rate; and (iii) the Purchase Yield and Purchase Price for each Series of Notes accepted for purchase.
The Settlement Date for the Offers is expected to be 14 August 2012.
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. For any questions regarding the tender of Notes, please contact 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.
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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 2011 Annual Report on Form 10-K.
Contacts:
For additional information:
Citigroup Global Markets Limited
+44
20 7986 8969
email liabilitymanagement.europe@citi.com
or
For
any questions regarding the tender of Notes:
Citibank, N.A.
+44
20 7508 3867
email exchange.gats@citi.com.
