Final Terms
Citigroup Funding Inc.
Issue of EUR4,099,000 Principal Protected Fixed Rate to Fixed Rate Range Accrual Notes due August 2016
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 RELEVANT 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 TWO WORKING
DAYS BEGINNING WITH THE WORKING DAY AFTER THE DATE ON WHICH SUCH
SUPPLEMENT IS PUBLISHED, TO WITHDRAW THEIR ACCEPTANCES, WHICH MAY
RESULT IN A DELAY OF THE ISSUE DATE OR THE DATE OF DISTRIBUTION OF THE
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 7 of Part B below, provided such person
is one of the persons mentioned in Paragraph 7 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 do 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 US 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.
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 Supplements which
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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 Supplements are available for viewing at the office of the paying agent in
London and on the web-site of the Luxembourg Stock Exchange (www.bourse.lu). In addition, the Final
Terms dated 14 July 2010 (the Original Final Terms) and the Notice dated 4 August 2010 (the Notice) to
the Original Final Terms 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 19
August 2009, as supplemented by a Base Prospectus Supplement (No.1) dated 2 October 2009 (Supplement
No.1), a Base Prospectus Supplement (No.2) dated 11 November 2009 (Supplement No.2), a Base
Prospectus Supplement (No.3) dated 3 March 2010 (Supplement No.3) and a Base Prospectus Supplement
(No.4) dated 12 May 2010 (Supplement No.4 and, together with Supplement No.1, Supplement No.2 and
Supplement No.3, the Supplements).
1.
(i)
Issuer:
Citigroup Funding Inc.
(ii)
Guarantor:
Citigroup Inc.
(i)
Series Number:
EMTN1565
(ii)
Tranche Number:
1
3.
(i)
Specified
Currencies:
4.
Aggregate Principal Amount:
2.
Currency
or
Euro (EUR)
(i)
Series:
EUR4,099,000
(ii)
Tranche:
EUR4,099,000
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:
EUR1,000
(ii)
Calculation Amount:
EUR1,000
(i)
Issue Date:
9 August 2010
(ii)
Interest Commencement Date:
The Issue Date
7.
8.
Maturity Date:
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9 August 2016, subject to adjustment in accordance with
2
the Modified Following Business Day Convention
9.
Types of Notes:
(i)
Fixed Rate Notes
(ii)
The Notes are Cash Settled Notes
10.
Interest Basis:
3.60 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):
3.60 per cent. per annum payable quarterly in arrear
(ii)
Interest Payment Date(s):
9 February, 9 May, 9 August and 9 November in each
year from (and including) 9 November 2010 to (and
including) 9 August 2016, subject to adjustment in
accordance with the Modified Following Business Day
Convention
(iii)
Interest Period End Date(s):
9 February, 9 May, 9 August and 9 November in each
year from (and including) 9 November 2010 to (and
including) 9 August 2016, 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:
EUR1,000 x Interest Rate x DCF
(v)
Broken Amount(s):
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Not Applicable
3
(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) 9 August 2011, 30/360; and
(b) In respect of each Interest Period falling during the
period from (and including) 9 August 2011 to (but
excluding) 9 August 2016 (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
EUR1,000 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:
EUR1,000 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
provisions hereof shall also be paid and, for the purposes
of any such determination where the Notes are redeemed
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4
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, New York City and TARGET Business Days
33.
Business Day Jurisdiction(s) or other
special provisions relating to payment
dates:
London, New York City and TARGET Business Days
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
interest due on late payment:
Not Applicable
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5
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 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 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:
2 per cent. of the Aggregate Principal Amount which
comprises the initial distribution fee payable to the
Distributor(s), as defined in Paragraph 7 of Part B
below. Investors can obtain more information about this
fee by contacting the relevant Distributor(s) at the
address(es) set out in Paragraph 7 of Part B below or the
Dealer at the address set out in item 44 above
46.
U.S. Selling Restrictions:
Reg. S; TEFRA D
47.
Non-exempt Offer(s):
Details of the non-exempt Offer(s) are set out in
Paragraph 7 of Part B below
Offers (if any) in any EEA country other than the Public
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6
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 3 August 2010
Signed on behalf of the Issuer:
By:
...................................................
Duly authorised
Signed on behalf of the Guarantor:
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+ (Stable Outlook)
based on the guarantee by Citigroup Inc.
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
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
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9
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
and indicate the strongest capacity for timely payment
of financial commitments; the '+' denotes an
exceptionally strong credit feature
Rating outlook: An outlook indicates the direction a
rating is likely to move over a one to two-year period.
Outlooks may be positive, stable or negative. A
positive or negative rating outlook does not imply a
rating change is inevitable. Similarly, ratings for which
outlooks are 'stable' could be upgraded or downgraded
before an outlook moves to positive or negative if
circumstances warrant such an action. Occasionally,
Fitch may be unable to identify the fundamental trend.
In these cases, the rating outlook may be described as
evolving
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10
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 NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
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, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i)
Reasons for the Offer(s):
See "Use of Proceeds" in the Base Prospectus
(ii)
Estimated net proceeds:
EUR4,099,000
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)
5.
Estimated total expenses:
Approximately EUR15,000 (listing fees and legal
expenses)
PERFORMANCE OF 3 MONTH EURIBOR, EXPLANATION OF EFFECT ON VALUE OF
INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING
3 MONTH EURIBOR
The Notes are principal protected at maturity
On 9 November 2010, 9 February 2011, 9 May 2011 and 9 August 2011 (subject to adjustment as
provided herein), each Noteholder will receive EUR9.00 per Calculation Amount.
On 9 February, 9 May, 9 August and 9 November of each year from (and including) 9 November
2011 to (and including) 9 August 2016 (subject to adjustment as provided herein), investors will
receive an amount of interest in respect of each Calculation Amount calculated as the product of (i)
3.60 per cent. per annum; (ii) the day count fraction to be determined by the Calculation Agent as the
product of (a) the quotient of (x) the number of calendar days in the relevant interest period for
which 3 Month EURIBOR is between (and including) zero and the Upper Range (as defined in the
Schedule attached hereto) (as numerator); and (y) the number of calendar days in such interest period
(as denominator); and (b) 30/360; and (iii) EUR1,000.
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The fewer days that 3 Month EURIBOR 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 EURIBOR rates can be obtained from Reuter's Page EURIBOR01
6.
OPERATIONAL INFORMATION
ISIN Code:
XS0523097276
Common Code:
052309727
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 against 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
Agent(s) (if any):
Not Applicable
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
7.
TERMS AND CONDITIONS OF THE OFFER(S)
7.1
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) 19 July 2010 to (and
including) 29 July 2010 (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 EUR15,000,000, the
Issuer may close the Greek Offer Period before 29 July
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2010
The Issuer may also decline applications and/or accept
subscriptions which would exceed the Aggregate
Principal Amount of EUR15,000,000, 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
Supplements 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 EUR1,000 (the Greek Offer Price)
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
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
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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
EUR15,000,000 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 EUR15,000,000 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 is EUR1,000
in principal amount of the Notes
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
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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
Greece, 105 57
7.2
Defined Terms
Distributor(s):
Offer(s):
The Greek Offer
Offer Period(s):
The Greek Offer Period
Public Offer Jurisdiction(s):
8.
The Greek Distributor
Greece
OTHER INFORMATION
Secondary Market: Subject to all prevailing laws and to the extent practicable, Citigroup Global
Markets Limited will use its reasonable endeavours to provide a secondary market for the Notes, but
does not guarantee that a secondary market will exist
United States Tax Considerations: The Issuer will treat the Notes as debt for U.S. federal income tax
purposes
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SCHEDULE
DAY COUNT FRACTION
In relation to an Interest 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 EURIBOR Rate on any day may be the rate for
more than one day.
Range Accrual EURIBOR 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 EUR deposits for a period of three months that appears on Reuters Screen EURIBOR01 Page or
any Successor Source (the Relevant Screen Page) as of 11:00 a.m., Brussels time, on such Range
Accrual Determination Date,
PROVIDED THAT:
(a)
if, on a Range Accrual Determination Date, no such rate for EUR deposits so appears or if
the Relevant Screen Page is unavailable, the Calculation Agent will request the principal
Euro-zone office of each of four major banks in the Euro-zone interbank market as selected
by it (the Reference Banks) for the rate at which EUR deposits are offered by such
Reference Banks at approximately 11:00 a.m., Brussels time on such Range Accrual
Determination Date to prime banks in the Euro-zone 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 EURIBOR 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 EURIBOR Rate for such day as the
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arithmetic mean of the rates quoted by such major banks in the Euro-zone as the Calculation
Agent may select at approximately 11 a.m., Brussels time, on such Range Accrual
Determination Date for loans in EUR 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 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
EURIBOR 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 EURIBOR 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) 9 August 2011 to (but excluding) 9 August 2012, 3.00 per cent. per
annum;
(b)
from (and including) 9 August 2012 to (but excluding) 9 August 2013, 3.50 per cent. per
annum;
(c)
from (and including) 9 August 2013 to (but excluding) 9 August 2014, 4.00 per cent. per
annum;
(d)
from (and including) 9 August 2014 to (but excluding) 9 August 2015, 4.50 per cent. per
annum; and
(e)
from (and including) 9 August 2015 to (but excluding) 9 August 2016, 5.00 per cent. per
annum.
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