Citi Issues Offering of EUR 374.2 Million Exchangeable Bonds due 2023, Exchangeable for Shares of Telekom Austria AG

LONDON--(BUSINESS WIRE)-- 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/

Citi
Edwina Frawley-Gangahar, +44 (20) 7508-2340
[email protected]

Source: Citi

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