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”) today
announces the launch of an offering of exchangeable bonds due 2023
(the “Bonds”), exchangeable for ordinary shares of Telekom Austria
AG (the “Company”) in an aggregate principal amount of up to
approximately EUR 400 million.
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 marketed with a coupon range of 0% to 0.625%
per annum, payable annually in arrear on 4th August of each year,
beginning on 4th August 2017.
The exchange price is expected to be set within a range of 40%
to 45% over the reference share price that will be based on the
volume weighted average price of the ordinary shares of the Company
on the Vienna Stock Exchange between launch and pricing. The final
terms of the issuance are expected to be announced today.
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
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.
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. 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 SOLE GOLBAL COORDINATOR 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 SOLE GLOBAL COORDINATOR 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 SOLE GLOBAL COORDINATOR NOR ANY OF ITS
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 SOLE GLOBAL COORDINATOR 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 SOLE GLOBAL COORDINATOR IS 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 SOLE GLOBAL COORDINATOR OR
FOR PROVIDING ADVICE IN RELATION TO THE SECURITIES.
EACH OF THE ISSUER, THE GUARANTOR, THE COMPANY, THE SOLE GLOBAL
COORDINATOR 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160728005570/en/
CitiEdwina
Frawley-Gangaharedwina.frawleygangahar@citi.com+44 (20)
7508-2340
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