Final Terms
Citigroup Funding Inc.
Issue of USD7,546,000 Principal Protected Fixed Rate to Fixed Rate Range Accrual Notes due February
2017
Guaranteed by Citigroup Inc.
Under the U.S.$30,000,000,000 Euro Medium Term Note and Certificate Programme
INVESTORS SHOULD NOTE THAT THE ISSUER MAY PUBLISH SUPPLEMENT(S) TO THE
BASE PROSPECTUS PRIOR TO THE ISSUE DATE (AS DEFINED BELOW). IN THE EVENT
THAT A SUPPLEMENT RELATING TO THE NOTES IS PUBLISHED, INVESTORS WHO HAVE
ALREADY AGREED TO PURCHASE OR SUBSCRIBE FOR THE NOTES BEFORE THE DATE
OF PUBLICATION OF ANY SUCH SUPPLEMENT WILL HAVE THE RIGHT, EXERCISABLE
BEFORE THE END OF THE PERIOD OF NOT LESS THAN THREE WORKING DAYS (OR, IN
RELATION TO NOTES OFFERED IN THE REPUBLIC OF HUNGARY, 15 CALENDAR DAYS)
BEGINNING WITH THE WORKING DAY (OR, IN RELATION TO NOTES OFFERED IN THE
REPUBLIC OF HUNGARY, THE CALENDAR DAY) AFTER THE DATE ON WHICH SUCH
SUPPLEMENT IS PUBLISHED, TO WITHDRAW THEIR ACCEPTANCES, WHICH MAY
RESULT IN A DELAY OF THE ISSUE DATE AND/OR THE DATE OF DISTRIBUTION OF
NOTES TO INVESTORS. THE ISSUER SHALL PUBLISH A NOTICE ON THE WEB-SITE OF
THE LUXEMBOURG STOCK EXCHANGE (AT WWW.BOURSE.LU) NOTIFYING INVESTORS
OF THE PUBLICATION OF ANY SUCH SUPPLEMENT AND THE RIGHTS OF INVESTORS IN
RELATION THERETO.
The Base Prospectus referred to below (as completed by this Final Terms) has been prepared on the basis
that, except as provided in sub-paragraph (b) below, any offer of Notes in any Member State of the European
Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a Relevant Member
State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that
Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly
any person making or intending to make an offer of the Notes may only do so:
(a)
in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16
of the Prospectus Directive, in each case, in relation to such offer; or
(b)
in those Public Offer Jurisdiction(s) mentioned in Paragraph 8 of Part B below, provided such person
is one of the persons mentioned in Paragraph 8 of Part B below and that such offer is made during
the Offer Period(s) specified for such purpose therein.
None of the Issuer, the Guarantor and any Dealer has authorised, nor does any of them authorise, the making
of any offer of Notes in any other circumstances.
The Notes and the Deed of Guarantee have not been and will not be registered under the United States
Securities Act of 1933, as amended (the Securities Act) or any state securities law, and may not be offered
or sold within the United States or to, or for the account or benefit of, any U.S. person (as defined in
Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and applicable state securities laws. For a description
of certain restrictions on offers and sales of Notes, see "Plan of Distribution for Notes" in the Base
Prospectus.
0012230-0004232 ICM:11927742.2
EMTN2201
PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth under
the section entitled "Terms and Conditions of the Notes" in the Base Prospectus and the Supplement, which
together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC)
(the Prospectus Directive).
This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of
the Prospectus Directive and must be read in conjunction with the Base Prospectus, as so supplemented. Full
information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the
combination of this Final Terms and the Base Prospectus, as so supplemented.
The Base Prospectus and the Supplement are available for viewing at the offices of the Paying Agents and on
the web-site of the Luxembourg Stock Exchange (www.bourse.lu). In addition, the Final Terms dated 23
December 2010 (the Original Final Terms), the Notice dated 2 February 2011 (the Notice) to the Original
Final Terms and the Hungarian translation of the Summary are available on the web-site of the Luxembourg
Stock Exchange (www.bourse.lu). This document consolidates the provisions of the Original Final Terms
and the Notice.
For the purposes hereof, Base Prospectus means the Base Prospectus in relation to the Programme dated 18
August 2010, as supplemented by a Base Prospectus Supplement (No.1) dated 11 November 2010 (the
Supplement).
1.
(i)
Issuer:
Citigroup Funding Inc.
(ii)
Guarantor:
Citigroup Inc.
(i)
Series Number:
EMTN2201
(ii)
Tranche Number:
1
3.
(i)
Specified
Currencies:
4.
Aggregate Principal Amount:
2.
Currency
or
United States dollars (USD or U.S.$)
(i)
Series:
USD7,546,000
(ii)
Tranche:
USD7,546,000
The aggregate principal amount of the Notes to be
issued will be determined by the Issuer on the basis of
market conditions then prevailing, including supply and
demand for the Notes and other similar securities
5.
Issue Price:
100 per cent. of the Aggregate Principal Amount
6.
(i)
Specified Denominations:
USD1,000
(ii)
Calculation Amount:
USD1,000
(i)
Issue Date:
7 February 2011
(ii)
Interest Commencement Date:
The Issue Date
7.
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2
8.
Maturity Date:
7 February 2017, subject to adjustment in accordance
with the Modified Following Business Day Convention
9.
Types of Notes:
(i)
Fixed Rate Notes
(ii)
The Notes are Cash Settled Notes
10.
Interest Basis:
4.50 per cent. per annum Fixed Rate, which rate will
accrue on a "range accrual" basis for each Interest Period
falling during the Range Accrual Period (as defined
below) - see item 17 below
11.
Redemption/Payment Basis
Redemption at par
12.
Change
of
Interest
Redemption/Payment Basis:
13.
Put/Call Options:
Not Applicable
14.
(i)
Status of the Notes:
Senior
(ii)
Status of the Deed of Guarantee:
Senior
15.
Method of distribution:
or
See item 17 below
Non-syndicated
PROVISIONS RELATING TO UNDERLYING LINKED NOTES
16.
Underlying Linked Notes Provisions:
Not Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
17.
Fixed Rate Note Provisions
Applicable – the Issuer shall pay the relevant Interest
Amount in respect of each Calculation Amount on each
Interest Payment Date
(i)
Interest Rate(s):
4.50 per cent. per annum payable quarterly in arrear
(ii)
Interest Payment Date(s):
7 February, 7 May, 7 August and 7 November in each
year from (and including) 7 May 2011 to (and including)
7 February 2017, subject to adjustment in accordance
with the Modified Following Business Day Convention
(iii)
Interest Period End Date(s):
7 February, 7 May, 7 August and 7 November in each
year from (and including) 7 May 2011 to (and including)
7 February 2017, unadjusted
(iv)
Interest Amount:
The Interest Amount per Calculation Amount in respect
of an Interest Period shall be determined by the
Calculation Agent by reference to the following
formula:
USD1,000 x Interest Rate x DCF
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(v)
Broken Amount(s):
Not Applicable
(vi)
Day Count Fraction (DCF):
(a) In respect of each Interest Period falling during the
period from (and including) the Interest Commencement
Date to (but excluding) 7 February 2012, 30/360; and
(b) In respect of each Interest Period falling during the
period from (and including) 7 February 2012 to (but
excluding) 7 February 2017 (the Range Accrual
Period), the Range Accrual for such Interest Period
(vii)
Other terms relating to the
method of calculating interest for
Fixed Rate Notes
See the Schedule attached hereto
18.
Floating Rate Note Provisions
Not Applicable
19.
Zero Coupon Note Provisions
Not Applicable
20.
Dual Currency Interest Provisions
Not Applicable
21.
Underlying
Provisions
Not Applicable
Linked
Notes
Interest
PROVISIONS RELATING TO REDEMPTION
22.
Issuer Call
Not Applicable
23.
Investor Put
Not Applicable
24.
Redemption
Amount
Calculation Amount
25.
Underlying Linked Notes Redemption
Provisions
Not Applicable
26.
Mandatory
Provisions
Not Applicable
27.
Early Redemption Amount
Early
of
each
Redemption
USD1,000 per Calculation Amount
(i)
Early Redemption Amount(s)
payable on redemption for
taxation reasons or illegality
(Condition 5(b) of the General
Conditions) or on Event of
Default (Condition 9 of the
General Conditions) and/or the
method of calculating the same:
USD1,000 per Calculation Amount
(ii)
Early
Redemption
Amount
includes amount in respect of
accrued interest:
No: together with the Early Redemption Amount,
accrued interest to (but excluding) the date of such early
redemption determined in accordance with the
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4
provisions hereof shall also be paid and, for the purposes
of any such determination where the Notes are redeemed
during the Range Accrual Period, (i) the relevant Cut-off
Date shall be deemed to be the fourth Business Day
immediately preceding the date of such early
redemption; and (ii) such date of early redemption shall
be deemed to be the Interest Period End Date for the
relevant Interest Period
Physical
Not Applicable
(i)
Issuer's option to vary settlement
Not Applicable
(ii)
Holder's
option
settlement:
Not Applicable
28.
Provisions
Delivery
applicable
29.
to
Variation of Settlement
to
vary
GENERAL PROVISIONS APPLICABLE TO THE NOTES
30.
Form of Notes:
Bearer Notes:
Temporary Global Note exchangeable for a Permanent
Global Note on or after the Exchange Date which is
exchangeable for Definitive Notes on a day falling not
less than 60 days after that on which the notice requiring
exchange is given by the holder or the Fiscal Agent and
on which banks are open for business in London (being
the city in which the specified office of the Fiscal Agent
is located) and in Brussels and Luxembourg
31.
New Global Note:
No
32.
Business Centres:
London and New York City
33.
Business Day Jurisdiction(s) or other
special provisions relating to payment
dates:
London and New York City
34.
Talons for future Coupons or Receipts to
be attached to Definitive Notes (and
dates on which such Talons mature):
No
35.
Coupons to become void upon the due
date for redemption of the Notes:
Yes
36.
Details relating to Partly Paid Notes:
amount of each payment comprising the
Issue Price and date on which each
payment is to be made and consequences
(if any) of failure to pay, including any
right of the Issuer to forfeit the Notes and
Not Applicable
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5
interest due on late payment:
37.
Details relating to Instalment Notes:
amount of each Instalment Amount
(including any maximum or minimum
Instalment Amount), date on which each
payment is to be made:
Not Applicable
38.
Redenomination, renominalisation and
reconventioning provisions:
Not Applicable
39.
Consolidation provisions:
The provisions of Condition 12 of the General
Conditions apply
40.
Other final terms:
See the Schedule attached hereto
41.
Name and address of Calculation Agent:
Citibank, N.A., London branch at Citigroup Centre,
Canada Square, Canary Wharf, London E14 5LB,
United Kingdom
42.
Determinations:
Any matter falling to be determined, considered, elected,
selected or otherwise decided upon by the Issuer, the
Calculation Agent or any other person shall be
determined, considered, elected, selected or otherwise
decided upon by such person in good faith and in a
commercially reasonable manner
DISTRIBUTION
43.
(i)
If syndicated, names and
addresses of Managers and
underwriting commitments:
Not Applicable
(ii)
Date of Subscription Agreement:
Not Applicable
(iii)
Stabilising Manager(s) (if any):
Not Applicable
44.
If non-syndicated, name and address of
Dealer:
Citigroup Global Markets Limited at Citigroup Centre,
Canada Square, Canary Wharf, London E14 5LB,
United Kingdom
45.
Total commission and concession:
00In respect of Notes publicly offered in Greece, 1.72
per cent. of the Aggregate Principal Amount of such
Notes (USD7,148,000), which comprises the initial
distribution fee payable by the Dealer to the Greek
Distributor(s), as defined in Paragraph 8 of Part B below
In respect of Notes publicly offered in Hungary, 0.50 per
cent. of the Aggregate Principal Amount of such Notes
(USD398,000), which comprises the initial distribution
fee payable by the Dealer to the Hungarian
Distributor(s), as defined in Paragraph 8 of Part B below
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6
Investors can obtain more information about this fee by
contacting the relevant Distributor(s) at the address(es)
set out in Paragraph 8 of Part B below or the Dealer at
the address set out in item 44 above
In addition to the Greek Offer Price, the Greek
Distributor(s) may charge investors an initial
participation commission of up to 2.00 per cent. of the
Aggregate Principal Amount. Investors can obtain more
information about this fee by contacting the relevant
Greek Distributor(s) at the address(es) set out in
Paragraph 8.1 of Part B below
In addition to the Hungarian Offer Price, the Hungarian
Distributor(s) may charge investors an initial
participation commission of up to 2.00 per cent. of the
Aggregate Principal Amount. Investors can obtain more
information about this fee by contacting the relevant
Hungarian Distributor(s) at the address(es) set out in
Paragraph 8.2 of Part B below
46.
U.S. Selling Restrictions:
Regulation S; TEFRA D
47.
Non-exempt Offer(s):
Details of the non-exempt Offer(s) are set out in
Paragraph 8 of Part B below
Offers (if any) in any EEA country other than the Public
Offer Jurisdiction(s) will only be made pursuant to an
exemption from the obligation under the Prospectus
Directive as implemented in such countries to publish a
prospectus
48.
Additional selling restrictions:
Not Applicable
PURPOSE OF FINAL TERMS
This Final Terms comprises the final terms required for the issue and public offer in the Public Offer
Jurisdiction(s) and admission to the official list and to trading on the regulated market of the Luxembourg
Stock Exchange of the Notes described herein pursuant to the U.S.$30,000,000,000 Euro Medium Term
Note and Certificate Programme of Citigroup Funding Inc.
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7
RESPONSIBILITY
The Issuer and the Guarantor accept responsibility for the information contained in this Final Terms.
Information set out in Part B hereto relating to the description of the ratings has been extracted from the
website of the relevant rating agency. Each of the Issuer and the Guarantor confirms that such information
has been accurately reproduced and that, so far as it is aware, and is able to ascertain from such sources, no
facts have been omitted which would render the reproduced information inaccurate or misleading.
Dated 2 February 2011
Signed on behalf of the Issuer:
By:
...................................................
Duly authorised
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8
PART B – OTHER INFORMATION
1.
LISTING AND ADMISSION TO TRADING
(i)
Official List of the Luxembourg Stock Exchange
(ii)
2.
Listing
Admission to trading:
Application has been made by the Issuer (or on its
behalf) for the Notes to be admitted to trading on the
regulated market of the Luxembourg Stock Exchange
with effect from the Issue Date
RATINGS
Ratings:
The Issuer's long-term/short-term senior debt is rated:
(i)
S&P:
A/A-1 (Negative Outlook)
(ii)
Moody's:
A3/P-1 (Negative Outlook)
(iii)
Fitch:
A+/F1+ (Rating
Negative)
Watch
based on the guarantee by Citigroup Inc.
Each such credit rating has been issued by a credit
rating agency which is established outside the
European Union and which is not registered under
Regulation (EU) No 1060/2009 (CRA Regulation)
In general, European regulated investors are restricted
from using a rating for regulatory purposes if such
rating is not issued by a credit rating agency
established in the European Union and registered under
the CRA Regulation unless the rating is provided by a
credit rating agency operating in the European Union
before 7 June 2010 which has submitted an application
for registration in accordance with the CRA Regulation
and such registration is not refused
The ratings and outlooks are subject to change during
the term of the Notes
Standard & Poor's Ratings Services a division of The
McGraw-Hill Companies, Inc. (S&P)
An obligation rated 'A' by S&P is somewhat
susceptible to the adverse effect of changes in
circumstances and economic conditions than
obligations in higher-rated categories. However, the
obligor's capacity to meet its financial commitment on
the obligation is still strong. Ratings may be modified
by the addition of a plus (+) or minus (-) sign to show
0012230-0004232 ICM:11927742.2
EMTN2201
9
the relative standing within the rating category
A short-term obligation rated 'A-1' by S&P is rated in
the highest category by S&P. The obligor's capacity to
meet its financial commitment on the obligation is
strong
An S&P rating outlook assesses the potential direction
of a long-term credit rating over the intermediate term
(typically six months to two years). In determining a
rating outlook, consideration is given to any changes in
the economic and/or fundamental business conditions.
An outlook is not necessarily a precursor of a rating
change or future CreditWatch action. 'Negative' means
that a rating may be lowered
Moody's Investors Service (Moody's)
Obligations rated 'A' by Moody's are considered uppermedium grade and are subject to low credit risk.
Moody's appends numerical modifiers 1, 2, and 3 to
each generic rating classification from Aa through Caa.
The modifier 1 indicates that the obligation ranks in the
higher end of its generic rating category; the modifier 2
indicates a mid-range ranking; and the modifier 3
indicates a ranking in the lower end of that generic
rating category
Issuers (or supporting institutions) rated Prime-1 (P-1)
by Moody's have a superior ability to repay short-term
debt obligations
A Moody's rating outlook is an opinion regarding the
likely direction of a rating over the medium term. The
assignment of, or a change in, an outlook is not a credit
rating action if there is no change to the credit rating.
Where assigned, rating outlooks fall into the following
four categories: Positive (POS), Negative (NEG),
Stable (STA), and Developing (DEV - contingent upon
an event)
Fitch Ratings Ltd. (Fitch)
Obligations rated 'A+' by Fitch denote expectations of
low credit risk. This rating indicates that the capacity
for payment of financial commitments is considered
strong. This capacity may, nevertheless, be more
vulnerable to changes in circumstances or in economic
conditions than is the case for higher ratings. The
modifier '+' appended to the rating denotes relative
status within this rating category
Obligations rated 'F1+' denote the highest credit quality
0012230-0004232 ICM:11927742.2
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10
and indicate the strongest capacity for timely payment
of financial commitments; the '+' denotes an
exceptionally strong credit feature
Rating Watch: Rating Watches indicate that there is a
heightened probability of a rating change and the likely
direction of such a change. These are designated as
"Positive", indicating a potential upgrade, "Negative",
for a potential downgrade, or "Evolving", if ratings
may be raised, lowered or affirmed. However, ratings
that are not on Rating Watch can be raised or lowered
without being placed on Rating Watch first, if
circumstances warrant such an action
A credit rating is not a recommendation to buy, sell or
hold securities and may be revised or withdrawn by the
rating agency at any time. Each rating should be
evaluated independently of any other rating
The Issuer's credit ratings are an assessment of the
Issuer's ability to meet its obligations under the Notes,
including making payments under the Notes.
Consequently, actual or anticipated changes in the
Issuer's credit ratings may affect the trading value of
the Notes. However, because the Notes' yield is
dependent on certain factors in addition to the Issuer's
ability to pay its obligations on the Notes, an
improvement in the Issuer's credit ratings will not
reduce the other investment risks related to the Notes
3.
INTERESTS OF
ISSUE/OFFER(S)
NATURAL
AND
LEGAL
PERSONS
INVOLVED
IN
THE
Save as discussed in "Plan of Distribution for Notes" in the Base Prospectus, so far as the Issuer is
aware, no person involved in the offer of the Notes has an interest material to the Offer(s)
4.
REASONS FOR THE OFFER(S), ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i)
Reasons for the Offer(s):
See "Use of Proceeds" in the Base Prospectus
(ii)
Estimated net proceeds:
USD7,546,000
For the avoidance of doubt, the estimated net proceeds
reflect the proceeds to be received by the Issuer on the
Issue Date. They are not a reflection of the fees payable
by/to the Dealer and the Distributor(s)
(iii)
Estimated total expenses:
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EMTN2201
Approximately EUR15,000 (listing fees and legal
expenses)
11
5.
PERFORMANCE OF 3 MONTH USD-LIBOR, EXPLANATION OF EFFECT ON VALUE
OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION
CONCERNING 3 MONTH USD-LIBOR
The Notes are principal protected at maturity
On 7 May 2011, 7 August 2011, 7 November 2011 and 7 February 2012 (subject to adjustment as
provided herein), each Noteholder will receive USD11.25 per Calculation Amount.
On 7 February, 7 May, 7 August and 7 November of each year from (and including) 7 May 2012 to
(and including) 7 February 2017 (subject to adjustment as provided herein), investors will receive an
amount of interest in respect of each Calculation Amount calculated by reference to the number of
calendar days in the relevant interest period for which 3 Month USD-LIBOR is between (and
including) zero and the Upper Range (as defined in the Schedule attached hereto). The fewer days
that 3 Month USD-LIBOR is between (and including) zero and the relevant Upper Range, the lower
the amount of interest payable in respect of the relevant interest period during the Range Accrual
Period
Details of historic USD-LIBOR rates can be obtained from Reuter's Page LIBOR01
6.
YIELD
Unified Yield Rate:
For the purposes of the Hungarian Offer, the unified
yield rate is between 0.77 and 4.57 (inclusive) per cent.
per annum
As set out above, the unified yield rate is calculated at
the Issue Date on the basis of the Issue Price. It is not
an indication of future yield
7.
OPERATIONAL INFORMATION
ISIN Code:
XS0571267441
Common Code:
057126744
Any clearing system(s) other than
Euroclear
Bank
S.A./N.V.
and
Clearstream Banking, société anonyme
and the relevant identification number(s)
and details relating to the relevant
depositary, if applicable:
Not Applicable
Delivery:
Delivery versus payment
Names and addresses of initial Paying
Agent(s):
Citibank, N.A. at London office, Citigroup Centre,
Canada Square, Canary Wharf, London E14 5LB,
United Kingdom
KBL European Private Bankers S.A. at 43, Boulevard
Royale, L-2955 Luxembourg
Names and addresses of additional Paying
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EMTN2201
Not Applicable
12
Agent(s) (if any):
Name and address of Registrar:
Not Applicable
Name and addresses of Transfer Agents:
Not Applicable
Intended to be held in a manner which
would allow Eurosystem eligibility:
No
8.
TERMS AND CONDITIONS OF THE OFFER(S)
8.1
Terms and Conditions of the Greek Offer
Non-exempt Offer:
An offer (the Greek Offer) of the Notes may be made
other than pursuant to Article 3(2) of the Prospectus
Directive in the Hellenic Republic (Greece) during the
period from (and including) 4 January 2011 to (and
including) 28 January 2011 (the Greek Offer Period)
during the hours in which banks are generally open for
business in Athens
If the Issuer receives subscriptions for Notes with an
Aggregate Principal Amount of USD20,000,000, the
Issuer may close the Greek Offer Period before 28
January 2011
The Issuer may also decline applications and/or accept
subscriptions which would exceed the Aggregate
Principal Amount of USD20,000,000, as further
described below
In the event that the Greek Offer Period is shortened as
described above, the Issuer shall publish a notice on the
web-site of the Luxembourg Stock Exchange
(www.bourse.lu)
The Commission de Surveillance du Secteur Financier
has provided the Hellenic Capital Markets Commission
(the competent authority in Greece) with a certificate of
approval attesting that the Base Prospectus and the
Supplement have been drawn up in accordance with the
Prospectus Directive
Greek Offer Price:
The offer price in respect of each Calculation Amount
offered by the Greek Distributor to investors in Greece
is USD1,000 (the Greek Offer Price). In addition to
the Greek Offer Price, the Greek Distributor may
charge an initial participation commission as set out in
item 45 of Part A above
Conditions to which the Greek Offer is
subject:
The Issuer reserves the right, in its absolute discretion,
to cancel the Greek Offer and the issue of the Notes in
Greece at any time prior to the Issue Date. In such an
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13
event all application monies relating to applications for
Notes under the Greek Offer will be returned (without
interest) to applicants at the applicant's risk by no later
than 30 days after the date on which the Greek Offer of
the Notes is cancelled. Application monies will be
returned by cheque mailed to the applicant's address as
indicated on the application form, or by wire transfer to
the bank account as detailed on the application form or
by any other method as the Issuer deems to be
appropriate
The Issuer shall publish a notice on the web-site of the
Luxembourg Stock Exchange (www.bourse.lu) in the
event that the Greek Offer is cancelled and the Notes
are not issued in Greece pursuant to the above
Description of the application process:
Applications for the purchase of Notes may be made by
a prospective investor to the Greek Distributor
Pursuant to anti-money laundering laws and regulations
in force in the United Kingdom, the Issuer, Citigroup
Global Markets Limited or any of their authorised
agents may require evidence in connection with any
application for Notes, including further identification of
the applicant(s), before any Notes are issued
Each prospective investor in Greece should ascertain
from the Greek Distributor when the Greek Distributor
will require receipt of cleared funds from it in respect
of its application for the purchase of any Notes and the
manner in which payment should be made to the Greek
Distributor
Description of possibility to reduce
subscriptions and manner for refunding
excess amount paid by applicants:
It may be necessary to scale back applications under
the Greek Offer
The Issuer therefore reserves the right, in its absolute
discretion, to decline in whole or in part an application
for Notes under the Greek Offer. Accordingly, an
applicant for Notes may, in such circumstances, not be
issued the number of (or any) Notes for which it has
applied
Excess application monies will be returned (without
interest) by cheque mailed to the relevant applicant's
address as indicated on the application form, or by wire
transfer to the bank account as detailed on the
application form or by any other method as the Issuer
deems to be appropriate
The Issuer also reserves the right to accept any
subscriptions for Notes which would exceed the 'up to'
aggregate principal amount of the Notes of
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14
USD20,000,000 and the Issuer may increase the 'up to'
aggregate principal amount of the Notes
The Issuer shall publish a notice on the web-site of the
Luxembourg Stock Exchange (www.bourse.lu) in the
event that the 'up to' aggregate principal amount of the
Notes of USD20,000,000 is exceeded and the 'up to'
aggregate principal amount of the Notes is increased
Details of the minimum and/or maximum
amount of application:
The minimum amount of any subscription
USD10,000 in principal amount of the Notes
is
Details of the method and time limits for
paying up and delivering the Notes:
Notes will be available on a delivery versus payment
basis
The Issuer estimates that the Notes will be delivered to
the purchaser's respective book-entry securities
accounts on or around the Issue Date
Manner in and date on which results of the
Offer(s) are to be made public:
By means of a notice published by the Issuer on the
web-site of the Luxembourg Stock Exchange
(www.bourse.lu)
Procedure for exercise of any right of preemption, negotiability of subscription rights
and treatment of subscription rights not
exercised:
Not Applicable
Categories of potential investors to which
the Notes are offered and whether tranche(s)
have been reserved for certain countries:
Offers may be made by the Greek Distributor to any
natural or legal person resident in Greece pursuant to
Art. 2(1)(d) of Law 3401/2005 regarding the public
offer of securities in Greece
Process for notification to applicants of the
amount allotted and the indication whether
dealing may begin before notification is
made:
Applicants will be notified directly by the Greek
Distributor of the success of their application
Amount of any expenses and taxes
specifically charged to the subscriber or
purchaser:
Apart from the Greek Offer Price, the Issuer is not
aware of any expenses and taxes specifically charged to
the subscriber or purchaser in Greece
Dealing in the Notes may commence on the Issue Date
For details of withholding taxes applicable to
subscribers in Greece see the section entitled "Greek
Taxation" under "Taxation of Notes" in the Base
Prospectus
Name(s) and address(es), to the extent
known to the Issuer, of the placers in
Greece:
The Notes will be publicly offered in Greece through
the following distributor (the Greek Distributor):
Citibank International PLC, Greece Branch
8 Othonos Str.
Athens
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Greece, 105 57
8.2
Terms and Conditions of the Hungarian Offer
Non-exempt Offer:
An offer (the Hungarian Offer) of the Notes may be
made other than pursuant to Article 3(2) of the
Prospectus Directive in the Republic of Hungary
(Hungary) during the period from (and including) 4
January 2011 (after publication of this Final Terms on
the web-site of the Luxembourg Stock Exchange
(www.bourse.lu)) to (and including) 28 January 2011
(the Hungarian Offer Period) during the hours
specified below
If the Issuer receives subscriptions for Notes with an
Aggregate Principal Amount of USD20,000,000, the
Issuer may close the Hungarian Offer Period before 28
January 2011, PROVIDED THAT the Hungarian Offer
Period is not shorter than 3 Business Days
The Issuer may also decline applications and/or accept
subscriptions which would exceed the Aggregate
Principal Amount of USD20,000,000, as further
described below
In the event that the Hungarian Offer Period is
shortened as described above, the Issuer shall publish a
notice on the web-site of the Luxembourg Stock
Exchange (www.bourse.lu)
The Commission de Surveillance du Secteur Financier
(CSSF) has provided the Hungarian Financial
Supervisory Authority (HFSA) (the competent
authority in Hungary) with a certificate of approval
attesting that the Base Prospectus and the Supplement
have been drawn up in accordance with the Prospectus
Directive
Hungarian Offer Price:
The offer price in respect of each Calculation Amount
offered by the Hungarian Distributor to investors in
Hungary (the Hungarian Offer Price) is USD1,000.
In addition to the Hungarian Offer Price, the Hungarian
Distributor may charge an initial participation
commission as set out in item 45 of Part A above
Conditions to which the Hungarian Offer is
subject:
Not Applicable
Description of the application process:
Applications for the purchase of Notes may be made by
a prospective investor to the Hungarian Distributor at
the sale locations and during the business hours as set
out below
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Pursuant to anti-money laundering laws and regulations
in force in the United Kingdom, the Issuer, Citigroup
Global Markets Limited or any of their authorised
agents may require evidence in connection with any
application for Notes, including further identification of
the applicant(s), before any Notes are issued
Each prospective investor in Hungary should ascertain
from the Hungarian Distributor when the Hungarian
Distributor will require receipt of cleared funds from it
in respect of its application for the purchase of any
Notes and the manner in which payment should be
made to the Hungarian Distributor
Description of possibility to reduce
subscriptions and manner for refunding
excess amount paid by applicants:
It may be necessary to scale back applications under
the Hungarian Offer due to over-subscription
The Issuer therefore reserves the right, in its absolute
discretion, to decline valid applications for Notes under
the Hungarian Offer. Accordingly, an applicant for
Notes may, in such circumstances, not be issued the
number of Notes for which it has applied
In the event that the Issuer scales back applications, the
Notes will be allotted proportionately to the
subscription of the relevant investor to the total number
of the Notes subscribed by all subscribers
Excess application monies will be returned (without
interest) to applicants by no later than 7 days after the
date that the Hungarian Offer Period closes. Excess
application monies will be returned (without interest)
by cheque mailed to the relevant applicant's address as
indicated on the application form, or by wire transfer to
the bank account as detailed on the application form or
by any other method as the Issuer deems to be
appropriate
The Issuer also reserves the right to accept any
subscriptions for Notes which would exceed the 'up to'
aggregate principal amount of the Notes of
USD20,000,000 and the Issuer may increase the 'up to'
aggregate principal amount of the Notes
The Issuer shall publish a notice on the web-site of the
Luxembourg Stock Exchange (www.bourse.lu) in the
event that the 'up to' aggregate principal amount of the
Notes of USD20,000,000 is exceeded and the 'up to'
aggregate principal amount of the Notes is increased
Details of the minimum and/or maximum
amount of application:
0012230-0004232 ICM:11927742.2
EMTN2201
The minimum amount of any subscription is the
Calculation Amount
17
Details of the method and time limits for
paying up and delivering the Notes:
Notes will be available on a delivery versus payment
basis
The Issuer estimates that the Notes will be delivered to
the purchaser's respective book-entry securities
accounts on or around the Issue Date
Manner in and date on which results of the
Offer(s) are to be made public:
By means of a notice published by the Issuer on the
web-site of the Luxembourg Stock Exchange
(www.bourse.lu)
Such notice shall be published within 5 calendar days
of the close of the Hungarian Offer Period
Procedure for exercise of any right of preemption, negotiability of subscription rights
and treatment of subscription rights not
exercised:
Not Applicable
Categories of potential investors to which
the Notes are offered and whether tranche(s)
have been reserved for certain countries:
Offers may be made by the Hungarian Distributor to
any person in Hungary
Process for notification to applicants of the
amount allotted and the indication whether
dealing may begin before notification is
made:
Applicants will be notified directly by the Hungarian
Distributor of the success of their application
Amount of any expenses and taxes
specifically charged to the subscriber or
purchaser:
Apart from the Hungarian Offer Price, the Issuer is not
aware of any expenses and taxes specifically charged to
the subscriber or purchaser
Dealing in the Notes may commence on the Issue Date
For details of withholding taxes applicable to
subscribers in Hungary see the section entitled
"Hungarian Taxation" under "Taxation of Notes" in the
Base Prospectus
Name(s) and address(es), to the extent
known to the Issuer, of the placers in
Hungary:
The Notes will be publicly offered in Hungary through
Citibank Europe plc, Hungarian Branch Office as
distributor (the Hungarian Distributor) at the
following locations and during the specified business
hours:
Budapest I., kerület Hegyalja út 7-13.
Mo-Fr: 9-16
Budapest III., kerület Lajos u. 76-80.
Mo, We: 8-17
Tu, Th: 8-16
Fr: 8-15
Budapest V., kerület Vörösmarty tér 4.
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Mo-Th: 9-17
Fr: 9-16
Budapest V., kerület Báthory u. 12.
Mo, We: 8-17
Tu, Th: 8-16
Fr: 8-15
Budapest VI., kerület Váci út 1-3
Westend City Center
Mo-Th: 10-18
Fr: 10-17
Sa: 10-14
Budapest IV., kerület Árpád út 75.
Mo, We: 8-17
Tu, Th: 8-16
Fr: 8-15
Budapest XIII., kerület Váci út 35.
Mo, We: 8-17
Tu, Th: 8-16
Fr: 8-15
Budapest VI., kerület Oktogon tér 1.
Mo, We: 8-17
Tu, Th: 8-16
Fr: 8-15
Budapest VIII., kerület Kerepesi út 9.
Aréna Pláza
Mo-Th: 10-18
Fr: 10-17
Sa: 10-14
Budapest XIV., kerület Örs vezér tere 24.
Sugár Üzletközpont
Mo-Th: 10-18
Fr: 10-17
Budapest XXI., kerület Kossuth Lajos utca 91.
Csepel
Mo, We: 8-17
Tu, Th: 8-16
Fr: 8-15
Budapest II., kerület Lövıház u. 2-6.
Mammut Bevásárlóközpont
Mo-Th: 10-18
Fr: 10-17
Sa: 10-14
Budapest XI., kerület Bercsényi u.
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Simplon Udvar (Allee)
Mo-Th: 10-18
Fr: 10-17
Sa: 10-14
Békéscsaba, Munkácsy Mihály u. 3.
Mo: 8-17
Tu-Th: 8-16
Fr: 8-15
Debrecen, Piac u. 51.
Mo: 8-17
Tu-Th: 8-16
Fr: 8-15
Eger, Deák Ferenc u. 1.
Mo: 8-17
Tu-Th: 8-16
Fr: 8-15
Gyır, Király u. 14.
Mo: 8-17
Tu-Th: 8-16
Fr: 8-15
H-2100 Gödöllı, Dózsa György út 33.
Mo: 8-17
Tu-Th: 8-16
Fr: 8-15
Kecskemét, Petıfi S. u. 1.
Mo: 8-17
Tu-Th: 8-16
Fr: 8-15
Miskolc, Bajcsy-Zsilinszky u. 1-3.
Mo: 8-17
Tu-Th: 8-16
Fr: 8-15
Nyíregyháza, Bethlen Gábor u. 1.
Mo: 8-17
Tu-Th: 8-16
Fr: 8-15
Pécs, Jókai tér 2.
Mo: 8-17
Tu-Th: 8-16
Fr: 8-15
Szeged, Nagy Jenı u. 1.
Mo: 8-17
Tu-Th: 8-16
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Fr: 8-15
Székesfehérvár, Liszt Ferenc u. 1.
Mo: 8-17
Tu-Th: 8-16
Fr: 8-15
Szolnok, Kossuth Lajos u. 7.
Mo: 8-17
Tu-Th: 8-16
Fr: 8-15
Szombathely, Kossuth Lajos u. 10.
Mo: 8-17
Tu-Th: 8-16
Fr: 8-15
Zalaegerszeg, Kossuth Lajos u. 25-27.
Mo: 8-17
Tu-Th: 8-16
Fr: 8-15
8.3
Defined Terms
Distributor(s):
Offer(s):
The Greek Offer and the Hungarian Offer
Offer Period(s):
The Greek Offer Period and the Hungarian Offer
Period
Public Offer Jurisdiction(s):
9.
The Greek Distributor and the Hungarian Distributor
Greece and Hungary
OTHER INFORMATION
United States Tax Considerations: The Issuer will treat the Notes as debt for U.S. federal income tax
purposes
0012230-0004232 ICM:11927742.2
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SCHEDULE
DAY COUNT FRACTION
In relation to an Interest Period falling during the Range Accrual Period, Range Accrual means a ratio
calculated by the Calculation Agent by reference to the following formula:
N
x30 / 360
D
Where:
30/360 shall be as defined in Condition 4(i) of the General Conditions.
D means, in relation to an Interest Period, the number of calendar days in such Interest Period.
Lower Range means, zero per cent.
N means, in relation to each Interest Period, the number of calendar days in such Interest Period for
which the Range Accrual Reference Rate is (a) equal to or greater than the Lower Range; and (b)
equal to or less than the Upper Range for such Interest Period.
Range Accrual Determination Date means, in relation to a calendar day in an Interest Period, such
day, PROVIDED THAT if such day is not a Business Day (any such day, a Non-Business Day), the
Range Accrual Determination Date for such Non-Business Day will be the Business Day
immediately preceding such Non-Business Day. For the avoidance of doubt, pursuant to the
foregoing, the rate determined as the Range Accrual USD-LIBOR Rate on any day may be the rate
for more than one day.
Range Accrual USD-LIBOR Rate means, in relation to any calendar day in an Interest Period and
the Range Accrual Determination Date for such day, as determined by the Calculation Agent, the
rate for USD deposits for a period of three months that appears on Reuters Screen LIBOR01 Page or
any Successor Source (the Relevant Screen Page) as of 11:00 a.m., London time, on such Range
Accrual Determination Date,
PROVIDED THAT:
(a)
if, on a Range Accrual Determination Date, no such rate for USD deposits so appears or if
the Relevant Screen Page is unavailable, the Calculation Agent will request the principal
London office of each of four major banks in the London interbank market as selected by it
(the Reference Banks) for the rate at which USD deposits are offered by such Reference
Banks at approximately 11:00 a.m., London time on such Range Accrual Determination
Date to prime banks in the London interbank market for a period of three months
commencing on such Range Accrual Determination Date and in an amount that is
representative for a single transaction in the relevant market at the relevant time; or
(b)
if, on a Range Accrual Determination Date, at least two rates are so quoted, the Calculation
Agent will determine the Range Accrual USD-LIBOR Rate for such day as the arithmetic
mean of the rates so quoted; or
(c)
if, on a Range Accrual Determination Date, fewer than two rates are so quoted, the
Calculation Agent will determine the Range Accrual USD-LIBOR Rate for such day as the
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arithmetic mean of the rates quoted by major banks in New York City as the Calculation
Agent may select at approximately 11 a.m., New York City time, on such Range Accrual
Determination Date for loans in USD to leading European banks for a period of three
months commencing on such Range Accrual Determination Date and in an amount that is
representative for a single transaction in the relevant market at the relevant time.
Range Accrual Reference Rate means, in relation to an Interest Period and:
(a)
each calendar day from (and including) the first day of such Interest Period to (but
excluding) the day falling four Business Days immediately preceding the Interest Period End
Date falling at the end of such Interest Period (the Cut-off Date), the Range Accrual USDLIBOR Rate for such day; and
(b)
each calendar day from (and including) the Cut-off Date to (but excluding) the relevant
Interest Period End Date, the Range Accrual USD-LIBOR Rate for the calendar day
immediately preceding the Cut-off Date.
Successor Source means, in relation to any display page, other published source, information
vendor or provider, (i) any successor display page, other published source, information vendor or
provider that has been designated by the sponsor of the original display page or (ii) if the sponsor has
not officially designated a successor display page, other published source, information vendor or
provider (as the case may be), the successor display page, other published source, information
vendor or provider, if any, designated by the relevant information vendor or provider (if different
from the sponsor).
Upper Range means, in respect of each Interest Period falling during the period:
(a)
from (and including) 7 February 2012 to (but excluding) 7 February 2013, 3.00 per cent. per
annum;
(b)
from (and including) 7 February 2013 to (but excluding) 7 February 2014, 3.50 per cent. per
annum;
(c)
from (and including) 7 February 2014 to (but excluding) 7 February 2015, 4.00 per cent. per
annum;
(d)
from (and including) 7 February 2015 to (but excluding) 7 February 2016, 4.50 per cent. per
annum; and
(e)
from (and including) 7 February 2016 to (but excluding) 7 February 2017, 5.00 per cent. per
annum.
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