Notice of substitution with respect to Citigroup Funding Inc. Notes due 15th November 2015
Citigroup Funding Inc.
Notice of substitution with respect to Citigroup Funding Inc. Notes due 15th
Title Series Number ISIN
DKK 3,000,000,000 Fixed Rate Notes due 15 November 2005-EMTN0020 DK0030011135
28 November 2012
- NOTICE OF SUBSTITUTION -
CITIGROUP FUNDING INC.
in respect of
the Series of Notes specified above issued
under the Citi U.S.$30,000,000,000 Global Medium Term Note and Certificate
Guaranteed by Citigroup Inc.
Notice is hereby given to the holders of the Series of Notes specified above
(the Notes) issued by Citigroup Funding Inc. (CFI) under the Citi
U.S.$30,000,000,000 Global Medium Term Note and Certificate Programme and which
are guaranteed by Citigroup Inc. (Citigroup) as follows:
Announcement of merger of CFI into Citigroup
With effect on and from 11.58 p.m. (New York time) on 31 December 2012 (the
Merger Effective Time) CFI will be merged with and into Citigroup and Citigroup
will be the surviving corporation.
CFI is a wholly-owned direct subsidiary of Citigroup, which issues commercial
paper and medium-term notes, all of which are guaranteed by Citigroup.
Citigroup is a global diversified financial services holding company whose
businesses provide consumers, corporations, governments and institutions with a
broad range of financial products and services. The merger is part of an
ongoing corporate simplification process to centralise the debt issuance
platforms of Citigroup and its subsidiaries.
CFI and Citigroup are both corporations incorporated in Delaware, United
States. The merger will be effected in accordance with the General Corporation
Law of the State of Delaware. The board of directors of Citigroup has passed a
resolution dated 18 June 2012 authorising the merger and Citigroup (as sole
shareholder of CFI) has provided its consent. Pursuant to such authorisation,
the merger will become effective at the time (which will be the Merger
Effective Time) specified in a Certificate of Ownership and Merger which will
be filed with the office of the Secretary of State of Delaware prior to the
Merger Effective Time.
Citigroup will be substituted for CFI as Issuer in respect of all of the Notes
which are outstanding immediately prior to 11.58 p.m. (New York time) on 31
December 2012 pursuant to the Terms and Conditions thereof. No other change
will be made to the Terms and Conditions of the Notes.
Accordingly, with effect on and from the Merger Effective Time, the Terms and
Conditions of the Notes and the final terms relating to such Series shall be
read and construed as if all references therein to CFI as the Issuer were
references to Citigroup as the Issuer.
Prior to the Merger Effective Time, CFI and Citigroup will comply with the
conditions set out in the Terms and Conditions of the Notes, the condition
requiring the Issuer to give notice to holders of the date of the substitution
being satisfied by the delivery of this Notice.
Copies of any agreements or deeds entered into in relation to the substitution
as described above, will be available for inspection at the specified office of
each of Citibank, N.A., London branch, Citigroup Centre, Canada Square, Canary
Wharf, London, E14 5LB, England and KBL European Private Bankers S.A., 43,
Boulevard Royal, L-2955 Luxembourg and at the offices of Danske Bank A/S at
2-12 Holmens Kanal, DK-1092 Copenhagen K, Denmark and Nordea Bank Danmark A/S
at Christiansbro, Strandgade 3, DK 1401, Copenhagen K, Denmark.
The final terms relating to the Notes and this Notice shall be read and
construed together as one document.
CFI and Citigroup accept responsibility for the information contained in this