1 Prospectus dated 6 July 2017
CITIGROUP GLOBAL MARKETS FUNDING LUXEMBOURG S.C.A.
(incorporated as a corporate partnership limited by shares (société en commandite par actions) under Luxembourg law, with registered office at 31 - Z.A. Bourmicht, L-8070 Bertrange, Grand Duchy of Luxembourg, and registered with the Register of Trade and Companies of Luxembourg
under number B 169.199)
Issue of SEK7,000,000 Growth Notes due July 2022 linked to the common stock of Volvo AB issued under the Citi U.S.$30,000,000,000 Global Medium Term Note Programme
unconditionally and irrevocably guaranteed by CITIGROUP GLOBAL MARKETS LIMITED
(incorporated in England and Wales) Issue Price: 105 per cent.
This Prospectus has been approved by the Central Bank of Ireland (the Central Bank), as the competent authority (the Competent Authority) under the Prospectus Directive. For the purpose of this Prospectus, Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and includes any relevant implementing measures in the relevant Member State of the European Economic Area (the EEA). The Central Bank only approves the Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. An electronic copy of this Prospectus will be published on the Central Bank's website at www.centralbank.ie.
Citigroup Global Markets Funding Luxembourg S.C.A. (the Issuer and CGMFL) has issued SEK7,000,000 Growth Notes due July 2022 linked to the common stock of Volvo AB (the Notes) under the Citi U.S.$30,000,000,000 Global Medium Term Note Programme (the Programme). The payment of all amounts due in respect of the Notes are unconditionally and irrevocably guaranteed by Citigroup Global Markets Limited (in such capacity, the CGMFL Guarantor) pursuant to a deed of guarantee dated 21 December 2015 (such deed of guarantee as amended and/or supplemented and/or replaced from time to time, the CGMFL Deed of Guarantee) executed by the CGMFL Guarantor.
Application has been made to the Irish Stock Exchange plc (the Irish Stock Exchange) for the Notes to be admitted to the official list (the Official List) and to trading on its regulated market on 11 July 2017 (being the issue date of the Notes). Application has also been made for the Notes to be listed on the NASDAQ Stockholm AB and admitted to trading on the regulated market of the NASDAQ Stockholm AB on or about 11 July 2017.
References in this Prospectus to the Notes being listed (and all related references) shall mean that the Notes are intended to be admitted to trading on the Irish Stock Exchange's regulated market and are intended to be listed on the Official List of the Irish Stock Exchange and listed on the NASDAQ Stockholm AB and admitted to trading on the regulated market of the NASDAQ Stockholm AB.
Arthur Cox Listing Services Limited is acting solely in its capacity as Irish listing agent for the Issuer in connection with the Notes and is not itself seeking admission of the Notes to the official list or to trading on the Main Securities Market of the Irish Stock Exchange for the purposes of the Prospectus Directive.
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The Notes do not bear interest and the amount payable in respect of the Notes on the Maturity Date is linked to the performance of the common stock of Volvo AB.
THE NOTES ARE OF A SPECIALIST NATURE AND SHOULD ONLY BE BOUGHT AND TRADED BY INVESTORS WHO ARE PARTICULARLY KNOWLEDGEABLE IN INVESTMENT MATTERS. PROSPECTIVE PURCHASERS OF NOTES SHOULD ENSURE THAT THEY UNDERSTAND THE NATURE OF THE NOTES AND THE EXTENT OF THEIR EXPOSURE TO RISKS AND THAT THEY CONSIDER THE SUITABILITY OF THE NOTES AS AN INVESTMENT IN LIGHT OF THEIR OWN CIRCUMSTANCES AND FINANCIAL CONDITION. IT IS THE RESPONSIBILITY OF PROSPECTIVE PURCHASERS TO ENSURE THAT THEY HAVE SUFFICIENT KNOWLEDGE, EXPERIENCE AND PROFESSIONAL ADVICE TO MAKE THEIR OWN LEGAL, FINANCIAL, TAX, ACCOUNTING AND OTHER BUSINESS EVALUATION OF THE MERITS AND RISKS OF INVESTING IN THE NOTES AND ARE NOT RELYING ON THE ADVICE OF THE ISSUER, THE CGMFL GUARANTOR OR ANY DEALER IN THIS REGARD. NOTES MAY INVOLVE A HIGH DEGREE OF RISK, INCLUDING THE PRINCIPAL NOT BEING PROTECTED. POTENTIAL INVESTORS MAY SUSTAIN A LOSS OF ALL OR PART OF THEIR INVESTMENT IN THE NOTES. SEE "RISK FACTORS" SET OUT HEREIN.
The Notes are subject to early redemption (i) if the Issuer determines that the performance of its obligations under the Notes or the CGMFL Guarantor determines that the performance of its obligations under the CGMFL Guarantee has or will become unlawful, illegal or otherwise prohibited in whole or in part for any reason (ii) for certain taxation reasons, (iii) following an Event of Default; or (iv) on the occurrence of an Early Redemption Event, all as more fully described herein. Each of the Issuer and the CGMFL Guarantor has a right of substitution as set out in the Terms and Conditions of the Notes. The Terms and Conditions of the Notes are as set out in "Terms and Conditions of the Notes" below.
In accordance with the Swedish Act on Central Securities Depositories and Financial Instruments Accounts (Sw. lag (1998:1479) om värdepapperscentraler och kontoföring av financiella instrument) (SFIA Act) the Notes will be issued in uncertificated and dematerialised book-entry form. No global or definitive registered Notes will be issued. The Notes will be transferable only in accordance with the provisions of the SFIA Act, other applicable Swedish legislation and the rules and regulations applicable to, and/or issued by, Euroclear Sweden AB.
Neither the Notes nor the CGMFL Deed of Guarantee has been nor will be registered under the United States Securities Act of 1933, as amended (the Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States.
The Notes may be offered and sold outside of the United States to non-U.S. persons in reliance on Regulation S under the Securities Act (Regulation S). The Notes may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S) at any time. For a description of certain restrictions on offers, sales and transfers of Notes, see "Subscription and sale and transfer and selling restrictions" in the Base Prospectus. Any purchaser of the Notes that is a registered U.S.
investment company should consult its own counsel regarding the applicability of Section 12(d) and Section 17 of the Investment Company Act of 1940 and the rules promulgated thereunder to its purchase of the Notes and should reach an independent conclusion with respect to the issues involved in such purchase.
The Notes and the CGMFL Deed of Guarantee do not constitute, and have not been marketed as, contracts of sale of a commodity for future delivery (or options thereon) subject to the
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United States Commodity Exchange Act, as amended (the CEA), and trading in the Notes has not been approved by the United States Commodity Futures Trading Commission (the CFTC) pursuant to the CEA.
The Notes may not be offered or sold to, or acquired by, any person that is, or whose purchase and holding of the Notes is made on behalf of or with "plan assets" of, an employee benefit plan subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (ERISA), a plan, individual retirement account or other arrangement subject to Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the Code) or an employee benefit plan or plan subject to any laws, rules or regulations substantially similar to Title I of ERISA or Section 4975 of the Code.
Words and expressions used herein but not otherwise defined shall have the meaning given to them in the section entitled "Terms and Conditions of the Notes" in this Prospectus or in the Base Prospectus, as applicable.
The Notes and the CGMFL Deed of Guarantee constitute unconditional liabilities of the respective issuers. Neither the Notes nor the CGMFL Deed of Guarantee is insured by the Federal Deposit Insurance Corporation (FDIC) or any other deposit protection insurance scheme.
Dealer Citigroup
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This Prospectus comprises a prospectus for the purposes of Article 5.3 of the Prospectus Directive.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.
The CGMFL Guarantor accepts responsibility for the information contained in this Prospectus (but excluding the information set out in Elements B.1 to B.18 of the Section entitled "Summary" herein and the information set out under the heading "Description of CGMFL"). To the best of the knowledge of the CGMFL Guarantor (having taken all reasonable care to ensure that such is the case), the information contained in this Prospectus (excluding the information set out in Elements B.1 to B.18 of the Section entitled "Summary"
herein and the information set out under the heading "Description of CGMFL") is in accordance with the facts and does not omit anything likely to affect the import of such information.
Information set out herein relating to the Underlying has been extracted from Bloomberg.
Each of the Issuer and the CGMFL Guarantor confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from Bloomberg, no facts have been omitted which would render the reproduced information inaccurate or misleading. This paragraph should be read in conjunction with the two paragraphs immediately above.
This Prospectus should be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference" below). This Prospectus shall be read and construed on the basis that such documents are incorporated into and form part of this Prospectus.
No person has been authorised to give any information or to make any representation other than those contained in this Prospectus and the Base Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the CGMFL Guarantor or the Dealer.
Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer and/or the CGMFL Guarantor since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer and/or the CGMFL Guarantor since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.
IMPORTANT INFORMATION RELATING TO THE USE OF THIS PROSPECTUS AND OFFERS OF NOTES GENERALLY
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the CGMFL Guarantor or the Dealer to subscribe for, or purchase, the Notes.
The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted by law. None of the Issuer, the CGMFL Guarantor and the Dealer represents that this Prospectus may be lawfully distributed, or that the Notes may be
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lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assumes any responsibility for facilitating any such distribution or offering. Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus comes are required by the Issuer, the CGMFL Guarantor and the Dealer to inform themselves about and to observe any such restriction.
Further restrictions on the offering, sale and distribution of the Notes are set out under
"Subscription and sale and transfer and selling restrictions for Notes" in the Base Prospectus.
The Dealer has not separately verified the information contained in this Prospectus. The Dealer makes no representation, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information in this Prospectus.
Neither this Prospectus nor any other financial statements or other information supplied in connection with the Programme or the Notes are intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation or a statement of opinion, or a report of either of those things, by the Issuer, the CGMFL Guarantor or the Dealer that any recipient of this Prospectus or any other financial statements or any other information supplied in connection with the Programme or the Notes should purchase the Notes. Each potential purchaser of the Notes should determine for itself the relevance of the information contained in this Prospectus and its purchase of the Notes should be based upon such investigation as it deems necessary. Each potential purchaser is authorised to use this Prospectus solely for the purpose of considering the purchase of the Notes; any other usage of this Prospectus is unauthorised. The Dealer does not undertake to review the financial condition or affairs of the Issuer or the CGMFL Guarantor during the term of the Notes nor to advise any investor or potential investor in the Notes of any information coming to the attention of the Dealer.
For convenience, the website addresses of certain third parties have been provided in this Prospectus. Except as expressly set forth in this Prospectus, no information in such web-sites should be deemed to be incorporated in, or form a part of, this Prospectus and none of the Issuer, the CGMFL Guarantor and the Dealer takes responsibility for the information contained in such web-sites.
Capitalised terms which are used but not defined in any particular section of this Prospectus have the meaning attributed to them in the Terms and Conditions of the Notes, or any other section of this Prospectus.
The language of this Prospectus is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law.
All references in this Prospectus to SEK are to Swedish Krona.
In making an investment decision, investors must rely on their own examination of the Issuer and the CGMFL Guarantor and the terms of the Notes, including the merits and risks involved. The Notes have not been approved or disapproved by the United States Securities and Exchange Commission or any other securities commission or other regulatory authority in the United States, nor have the foregoing authorities approved this Prospectus or confirmed the accuracy or determined the adequacy of the
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information contained in this Prospectus. Any representation to the contrary is unlawful.
None of the Issuer, the CGMFL Guarantor and the Dealer makes any representation to any investor in the Notes regarding the legality of its investment under any applicable laws. Any investor in the Notes should be able to bear the economic risk of an investment in the Notes for an indefinite period of time.
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TABLE OF CONTENTS
Summary ... 8
Swedish Translation of the Summary ... 19
Risk Factors ... 31
Documents Incorporated by Reference ... 32
Description of Citigroup Global Markets Funding Luxembourg S.C.A. ... 39
Description of Citigroup Global Markets Limited ... 46
Terms and Conditions of the Notes ... 49
Names, Addresses and Roles ... 59
8 SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A – E (A.1 – E.7). This Summary contains all the Elements required to be included in a summary for Notes, the Issuer and the CGMFL Guarantor. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in a summary because of the type of securities, issuer and guarantor, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element should be included in the summary explaining why it is not applicable.
SECTION A – INTRODUCTION AND WARNINGS Element Title
A.1 Introduction This summary should be read as an introduction to the prospectus. Any decision to invest in the Notes should be based on consideration of the prospectus as a whole, including any documents incorporated by reference. Where a claim relating to information contained in the prospectus and the applicable Final Terms is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the prospectus and the applicable Final Terms before the legal proceedings are initiated. Civil liability in Member States attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus and the applicable Final Terms, or it does not provide, when read together with the other parts of the prospectus and the applicable Final Terms, key information in order to aid investors when considering whether to invest in the Notes.
A.2 Consent Not Applicable – the Notes are not being offered to the public as part of a Non-exempt Offer.
SECTION B – ISSUER AND GUARANTOR Element Title
B.1 Legal and
commercial name of the Issuer
Citigroup Global Markets Funding Luxembourg S.C.A. (CGMFL)
B.2 Domicile/
legal form/
legislation/
country of incorporation
CGMFL is a corporate partnership limited by shares (société en commandite par actions), incorporated on 24 May 2012 under Luxembourg law for an unlimited duration with its registered office at 31 - Z.A. Bourmicht, L-8070 Bertrange, Grand Duchy of Luxembourg, telephone number +352 2700 6203 and registered with the Register of Trade and Companies of Luxembourg under number B 169.199.
B.4b Trend
information
Not Applicable. There are no known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on CGMFL's prospects for its current financial year.
B.5 Description of the Group
CGMFL is a wholly owned indirect subsidiary of Citigroup Inc.
Citigroup Inc. is a holding company and services its obligations primarily with dividends and advances that it receives from
9 Element Title
subsidiaries (Citigroup Inc. and its subsidiaries, the Group).
Citigroup Inc. 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. Citigroup Inc. has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions. Citigroup Inc. currently operates, for management reporting purposes, via two primary business segments: Citicorp, consisting of Citigroup Inc.'s Global Consumer Banking businesses and the Institutional Clients Group; and Citi Holdings, consisting of businesses and portfolios of assets that Citigroup Inc. has determined are not central to its core Citicorp businesses. There is also a third segment, Corporate/Other.
B.9 Profit forecast or estimate
Not Applicable. CGMFL has not made a profit forecast or estimate in the prospectus.
B.10 Audit report qualifications
Not Applicable. There are no qualifications in any audit report on the historical financial information included in the prospectus.
B.12 Selected historical key financial information
The table below sets out a summary of key financial information extracted from CGMFL's Annual Report for the year ended 31 December 2016:
At or for the year ended 31 December 2016
(audited)
At or for the year ended 31 December 2015
(audited) EUR
ASSETS
Cash and cash equivalents 681,476 822,481
Structured notes purchased 2,283,259,926 455,484,248 Index linked certificates
purchased 81,407,634 -
Derivative assets 71,586,573 792,416
Current income tax assets 8,838 8,838
Other Assets 141,203 3,786
TOTAL ASSETS 2,437,085,650 457,111,769
LIABILITIES
Bank loans and overdrafts - 93,496
Structured notes issued 2,283,259,926 455,484,248 Index linked certificates
issued 81,407,634 -
Derivative liabilities 71,586,573 792,416
Redeemable preference shares 1,234 1
Other liabilities 388,353 291,328
Current tax liabilities 6,144 -
TOTAL LIABILITIES 2,436,649,864 456,661,489
EQUITY
Share capital 500,000 500,000
10 Element Title
Retained earnings (64,214) (49,720)
TOTAL EQUITY 435,786 450,280
TOTAL LIABILITIES
AND EQUITY 2,437,085,650 457,111,769
Statements of no significant or material adverse change
There has been: (i) no significant change in the financial or trading position of CGMFL since 31 December 2016 and (ii) no material adverse change in the financial position or prospects of CGMFL since 31 December 2016.
B.13 Events impacting the Issuer's solvency
Not Applicable. There are no recent events particular to CGMFL which are to a material extent relevant to the evaluation of CGMFL's solvency, since 31 December 2016.
B.14 Dependence upon other group entities
See Element B.5 Description of the Group and CGMFL's position within the Group. CGMFL is dependent on other members of the Group.
B.15 Principal activities
The principal activity of CGMFL is to grant loans or other forms of funding directly or indirectly in whatever form or means to Citigroup Global Markets Limited, another subsidiary of Citigroup Inc., and any other entities belonging to the Group.
B.16 Controlling shareholders
The entire issued share capital of CGMFL is held by Citigroup Global Markets Funding Luxembourg GP S.à r.l. and Citigroup Global Markets Limited.
B.17 Credit ratings CGMFL has a long/short term senior debt rating of A+/A-1 by Standard & Poor's Financial Services LLC and a long/short term senior debt rating of A/F1 by Fitch Ratings, Inc.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
B.18 Description of the Guarantee
The Notes issued will be unconditionally and irrevocably guaranteed by CGML pursuant to the CGMFL Deed of Guarantee. The CGMFL Deed of Guarantee constitutes direct, unconditional, unsubordinated and unsecured obligations of CGML and ranks and will rank pari passu (subject to mandatorily preferred debts under applicable laws) with all other outstanding, unsecured and unsubordinated obligations of CGML.
B.19 Information about the Guarantor B.19/B.1 Legal and commercial name of the Guarantor
Citigroup Global Markets Limited (CGML).
B.19/B.2 Domicile/legal form/
legislation/
country of
CGML is a private company limited by shares and incorporated in England under the laws of England and Wales.
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incorporation B.19/ B.4b Trend
information
The banking environment and markets in which the Group conducts its businesses will continue to be strongly influenced by developments in the U.S. and global economies, including the results of the European Union sovereign debt crisis and the implementation and rulemaking associated with recent financial reform.
B.19/B.5 Description of the Group
CGML is a wholly owned indirect subsidiary of Citigroup Inc.
Citigroup Inc. is a holding company and services its obligations primarily with dividends and advances that it receives from subsidiaries.
See Element B.5 above for a description of the Group B.19/B.9 Profit forecast
or estimate
Not Applicable. CGML has not made a profit forecast or estimate in the prospectus.
B.19/B.10 Audit report qualifications
Not Applicable. There are no qualifications in any audit report on the historical financial information included in the prospectus.
B.19/B.12 Selected historical key financial information
The table below sets out a summary of key financial information extracted from CGML's Financial Report for the year ended 31 December 2015:
At or for the year ended 31 December 2015
(audited)
2014 (audited) (in millions of U.S. dollars) Income Statement Data:
Gross Profit 3,259 3,055
Commission income and fees 2,063 2,195
Net dealing income 1,237 725
Operating profit/loss ordinary activities before taxation
373 113
Balance Sheet Data:
Total assets 323,339 383,350
Debt (Subordinated) 5,437 4,080
Total Shareholder's funds 13,447 13,135
The table below sets out a summary of key financial information extracted from CGML's Interim Report for the six-month period ended 30 June 2016:
At or for the six month period ended
30 June 2016 (unaudited)
30 June 2015 (unaudited) (in millions of U.S. dollars) Income Statement Data
Gross Profit 1,423 1,854
Commission income and fees 593 1,093
Net dealing income 942 747
Operating profit/loss ordinary
activities before taxation 277 388
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At 30 June 2016 (unaudited)
At 31 December 2015 (audited) (in millions of U.S. dollars) Balance Sheet Data
Total assets 402,253 323,339
Debt (Subordinated) 5,473 5,437
Total Shareholder's funds 13,946 13,447
Statements of no significant or material adverse change
There has been: (i) no significant change in the financial or trading position of CGML or CGML and its subsidiaries as a whole since 30 June 2016 and (ii) no material adverse change in the financial position or prospects of CGML or CGML and its subsidiaries as a whole since 31 December 2015.
B.19/B.13 Events impacting the Guarantor's solvency:
Not Applicable. There are no recent events particular to CGML which are to a material extent relevant to the evaluation of CGML's solvency since 31 December 2015.
B.19/B.14 Dependence upon other Group entities
CGML is a subsidiary of Citigroup Global Markets Holdings Bahamas Limited, which is a wholly-owned indirect subsidiary of Citigroup Inc.
See Element B.19/B.5 for CGML's position within the Group. CGML is dependent on other members of the Group.
B.19/B.15 The Guarantor's Principal activities
CGML is a broker and dealer in fixed income and equity securities and related products in the international capital markets and an underwriter and provider of corporate finance services, operating globally from the UK and through its branches in Europe and the Middle East. CGML also markets securities owned by other group undertakings on a commission basis.
B.19/B.16 Controlling shareholders
CGML is a subsidiary of Citigroup Global Markets Holdings Bahamas Limited.
B.19/B.17 Credit ratings CGML has a long term/short term senior debt rating of A+/A-1 by Standard & Poor's Financial Services LLC and A/F1 by Fitch Ratings, Inc.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
SECTION C – SECURITIES Element Title
C.1 Description of Notes/ISIN
Notes are issued in Series. The Series number is CGMFL1450. The Tranche number is 1.
The International Securities Identification Number (ISIN) is SE0009947625. The Common Code is 000994762.
C.2 Currency The Notes are denominated in Swedish Krona (SEK) and the specified currency for payments in respect of the Notes is SEK.
13 C.5 Restrictions
on the free transferability of the Notes
The Notes will be transferable, subject to offering, selling and transfer restrictions with respect to the United States of America, the European Economic Area, the United Kingdom, Australia, Austria, the Kingdom of Bahrain, Brazil, Chile, Columbia, Costa Rica, Republic of Cyprus, Denmark, the Dominican Republic, Dubai International Financial Centre, Ecuador, El Salvador, Finland, France, Guatemala, Honduras, Hong Kong Special Administrative Region, Hungary, Ireland, Israel, Italy, Japan, the State of Kuwait, Mexico, Norway, Oman, Panama, Paraguay, Peru, Poland, Portugal, the State of Qatar, the Russian Federation, the Kingdom of Saudi Arabia, Singapore, Switzerland, Taiwan, the Republic of Turkey, the United Arab Emirates and Uruguay and the laws of any jurisdiction in which the Notes are offered or sold.
C.8 Rights
attached to the Notes, including ranking and limitations on those rights
The Notes have terms and conditions relating to, among other matters:
Ranking
The Notes will constitute unsubordinated and unsecured obligations of the Issuer and rank and will at all times rank pari passu and rateably among themselves and at least pari passu with all other unsecured and unsubordinated obligations of the Issuer save for such obligations as may be preferred by provisions of law that are both mandatory and of general application.
Negative pledge and cross default
The terms of the Notes will not contain a negative pledge provision or a cross-default provision in respect of the Issuer or the Guarantor.
Events of default
The terms of the Notes will contain, amongst others, the following events of default: (a) default in payment of any principal or interest due in respect of the Notes, continuing for a period of 30 days in the case of interest or 10 days in the case of principal, in each case after the due date; (b) default in the performance, or breach, of any other covenant by the Issuer or Guarantor, and continuance for a period of 60 days after the date on which written notice is given by the holders of at least 25 per cent, in principal amount of the outstanding Notes specifying such default or breach and requiring it to be remedied; (c) events relating to the winding up or dissolution or similar procedure of the Issuer or the Guarantor ; and (d) the appointment of a receiver or other similar official or other similar arrangement of the Issuer or the Guarantor.
Taxation
Payments in respect of all Notes will be made without withholding or deduction of taxes in (i) Luxembourg where the Issuer is CGMFL or the United Kingdom in the case of the Guarantor, or (ii) the United States where the Issuer is Citigroup Inc. or CGMHI, except as required by law and subject to certain categories of Notes which are not treated as debt for United States federal income purposes. In that event, additional interest will be payable in respect of such taxes, subject to specified exceptions.
Meetings
The terms of the Notes contain provisions for calling meetings of holders of such Notes to consider matters affecting their interests generally. These provisions permit defined majorities to bind all holders, including holders who did not attend and vote at the relevant
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meeting and holders who voted in a manner contrary to the majority.
C.11 Admission to trading
Application has been made to the NASDAQ Stockholm AB for the Notes to be admitted to trading on the NASDAQ Stockholm AB and to the Irish Stock Exchange for the Notes to be admitted to trading on the Irish Stock Exchange.
C.15 Description of how the value of the investment is affected by the value of the underlying instrument
The redemption amount payable at maturity depends on the performance of the relevant underlying.
See also Element C.18 below.
C.16 Maturity date and final reference date
The maturity date is 6 July 2022 (subject to adjustment for non-business days). See the provisions relating to valuation dates in Element C.18 below in relation to the final reference date.
Early redemption
See "Events of default" in Element C.8 above and "Disrupted Days, Market Disruption Events and Adjustments" below for information on early redemption in relation to the Notes.
In addition, (a) the Notes may be redeemed early for certain taxation reasons; and (b) if the Issuer determines that performance of its obligations of an issue of Notes or the Guarantor determines that performance of its obligations under the CGMFL Deed of Guarantee in respect of such Notes has or will become illegal in whole or in part for any reason the Issuer may redeem the Notes early and, if and to the extent permitted by applicable law, will pay, in respect of each Note, an amount equal to the early redemption amount.
Where the early redemption amount payable on any early redemption of the Notes is specified to be "Fair Market Value", then the early redemption amount will be an amount determined to be the fair market value of the Notes on a day selected by the Issuer (which amount shall include amounts in respect of interest), but adjusted to fully account for losses, expenses and costs to the Issuer (or any of its affiliates) of unwinding any hedging and funding arrangements in relation to the Notes, PROVIDED THAT, for the purposes of determining the fair market value of the Notes following an event of default, no account shall be taken of the financial condition of the Issuer which shall be presumed to be able to perform fully its obligations in respect of the Notes.
C.17 Settlement procedure of derivative securities
The Notes are cash settled Notes
C.18 Return on derivative securities
The redemption amount due in respect of each SEK10,000 in principal amount of the Notes on the maturity date will be determined by reference to the following formula:
A + B For the purposes of the above:
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A means an amount in SEK calculated by reference to the following:
(a) if the Average Level is greater than or equal to 160% of the Underlying Strike Level, then "A" shall be an amount in SEK determined by reference to the following formula:
(b) if the Average Level is less than 160% of the Underlying Strike Level but greater than or equal to 120% of the Underlying Strike Level, then "A" shall be SEK6,000; or (c) if the Average Level is less than 120% of the Underlying
Strike Level but greater than or equal to 100% of the Underlying Strike Level, then "A" shall be an amount in SEK determined by reference to the following formula:
(d) if the Average Level is less than 100% of the Underlying Strike Level, then "A" shall be zero.
B means an amount in SEK calculated by reference to the following:
(a) if the Underlying Final Level is greater than or equal to 75% of the Underlying Strike Level, then "B" shall be SEK10,000; or (b) if the Underlying Final Level is less than 75% of the
Underlying Strike Level, then "B" shall be an amount in SEK determined by reference to the following formula:
For the purposes of the above:
Average Level means the arithmetic average of the underlying closing level of the Underlying on each of the Averaging Dates.
Averaging Dates means each of the dates listed in the table below (subject to adjustment – see "Disrupted Days, Market Disruption Events and Adjustments" below):
TABLE 22 June 2021 22 July 2021 23 August 2021 22 September 2021 22 October 2021 22 November 2021 22 December 2021 24 January 2022 22 February 2022 22 March 2022 22 April 2022 23 May 2022 22 June 2022
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Final Valuation Date means the final Averaging Date.
Strike Date means 22 June 2017.
Underlying Final Level means the underlying closing level of the Underlying on the Final Valuation Date.
Underlying Strike Level means SEK150.40, being the underlying closing level of the Underlying on the Strike Date.
Disrupted Days, Market Disruption Events and Adjustments
The terms and conditions of the Notes contain provisions, as applicable, relating to events affecting the underlying, modification or cessation of the underlying, settlement disruption and market disruption provisions and provisions relating to subsequent corrections of the level of an underlying and details of the consequences of such events. Such provisions may, where applicable permit the Issuer either to require the calculation agent to determine what adjustments should be made following the occurrence of the relevant event (which may include deferment of any required valuation or the substitution of another underlying and/or, in the case of an increased cost of hedging, adjustments to pass onto Noteholders such increased cost of hedging (including, but not limited to, reducing any amounts payable in respect of the Notes to reflect any such increased costs) and/or, in the case of realisation disruption, payment in the relevant local currency rather than in the relevant specified currency, deduction of or payment by Noteholder(s) of amounts in respect of any applicable taxes, delay of payments or deliveries, determination of relevant exchange rates taking into consideration all available relevant information and/or (where legally permissible) procuring the physical delivery of any underlying in lieu of cash settlement (or vice versa)) or, where applicable to cancel the Notes and to pay an amount equal to the early redemption amount as specified in Element C.16 above.
C.19 Exercise price/final reference price
See Element C.18 above
C.20 Underlying The underlying specified under the heading "description of underlying"
in the Table below which is of the classification specified for the underlying in the Table below. Information relating to the underlying can be obtained from the electronic page specified for the underlying in the Table below and from other internationally recognised published or electronically displayed sources.
Description of underlying classification Electronic page Common stock of Volvo AB (ISIN:
SE0000115446)
share Bloomberg page: VOLVB SS
<Equity>
SECTION D – RISKS Element Title
D.2 Key risks
regarding the Issuer
There are certain factors that may affect CGMFL's ability to fulfil its obligations under the Notes, including that such ability is dependent on the group entities to which it on-lends and funds raised through the issue of the Notes performing their obligations in respect of such
17
funding in a timely manner. In addition, such ability and CGML's ability to fulfil its obligations as guarantor in respect of Notes issued by CGMFL is dependent on economic conditions, credit, market and market liquidity risk, by competition, country risk, operational risk, fiscal and monetary policies adopted by relevant regulatory authorities, reputational and legal risks and certain regulatory considerations.
D.6 Key risks
regarding the Notes and risk warning
INVESTORS MAY LOSE THEIR ENTIRE INVESTMENT OR PART OF IT AS THE CASE MAY BE. CGMFL DOES NOT REPRESENT THAT THE LIST BELOW IS COMPREHENSIVE.
PROSPECTIVE INVESTORS SHOULD READ THE PROSPECTUS IN ITS ENTIRETY AND FORM THEIR OWN CONCLUSIONS REGARDING CGMFL.
An investment in Notes may entail significant risks and risks that are not associated with an investment in a debt instrument with a fixed principal amount and which bears interest at either a fixed rate or at a floating rate determined by reference to published interest rate references. The risks of a particular Note will depend on the terms of such Note, but may include, without limitation, the possibility of significant changes in the prices of the Underlying. Such risks generally depend on factors over which none of the relevant Issuer and the CGMFL Guarantor has control and which cannot readily be foreseen, such as economic and political events and the supply of and demand for the Underlying. In recent years, currency exchange rates and prices for the Underlying have been highly volatile, and such volatility may be expected in the future. Fluctuations in any such rates or prices that have occurred in the past are not necessarily indicative, however, of fluctuations that may occur during the term of the Notes.
The risk of loss as a result of the linkage to the Underlying can be substantial. Investors should note that their investment in the Notes, exposes them to payments which are determined by reference to one or more values of shares (the Underlying).
Investors should note that the Notes are subject to the credit risk of CGMFL and CGML. Furthermore, the Notes may be sold, redeemed or repaid early, and if so, the price for which a Note may be sold, redeemed or repaid early may be less than the investor's initial investment. There are other certain factors which are material for the purpose of assessing the risks associated with investing in any issue of Notes, which include, without limitation, (i) risk of disruption to valuations, (ii) adjustment to the conditions, substitution of the relevant underlying and/or early redemption following an adjustment event or an illegality, (iii) hedging activities of the Issuer and/or any of its affiliates, (iv) conflicts of interest between the Issuer and/or any of its affiliates and holders of Notes, (v) modification of the terms and conditions of Notes by majority votes binding all holders, (vi) discretions of the Issuer and calculation agent being exercised in a manner that affects the value of the Notes or results in early redemption, (vii) change in law, (viii) payments being subject to withholding or other taxes, (ix) fees and commissions not being taken into account when determining secondary market prices of Notes, (x) there being no secondary market, (xi) exchange rate risk, (xii) market value of Notes being affected by various factors independent of the creditworthiness of CGMFL and CGML such as market conditions, interest and exchange rates and macro-economic and political conditions and (xiii) credit ratings not reflecting all risks.
18 SECTION E – OFFER
Element Title
E.2b Use of
proceeds
The net proceeds of the issue of the Notes by CGMFL will be used primarily to grant loans or other forms of funding to CGML and any entity belonging to the same group, and may be used to finance CGMFL itself.
E.3 Terms and
conditions of the offer
Not Applicable – the Notes are not being offered to the public as part of a Non-exempt Offer.
E.4 Interests of
natural and legal persons involved in the issue/offer
The distributor will be paid 5.30 per cent. as a distribution fee in relation to the issue of Notes. Save as described above, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the Offer.
E.7 Estimated
expenses charged to the investor by the Issuer or an Authorised Offeror
No expenses are being charged to an investor by the Issuer.
SWEDISH TRANSLATION OF THE SUMMARY DEL A - SAMMANFATTNING
Sammanfattningarna nedan görs till följd av skyldigheten att offentliggöra vissa ”Faktorer”. Dessa faktorer är numrerade i delarna A-E (A.1-E.7). Denna sammanfattning innehåller alla de Faktorer som måste ingå i en sammanfattning för Skuldebrev, Emittenten och CGMFL:s Garantigivare. Eftersom vissa Faktorer inte måste ingå kan det vara luckor i numreringen av Faktorerna. Även om viss information angående värdepapper, emittent och garantigivare måste tas med i en sammanfattning kan det hända att ingen information kan ges angående den Faktorn.
För det fallet ska en kort beskrivning av varför den Faktorn inte är tillämplig tas med i sammanfattningen.
DEL A – INLEDNING OCH RISKVARNINGAR Faktor Benämning
A.1 Inledning Denna sammanfattning skall läsas som en introduktion till prospektet. Varje beslut att investera i Skuldebreven måste baseras på en bedömning av prospektet i dess helhet, inklusive de dokument som inkluderats genom hänvisning. För det fall yrkande hänförligt till uppgifterna i detta prospekt och de Slutliga Villkoren skulle anföras vid en domstol i en Medlemsstat inom det Europeiska Ekonomiska Samarbetsområdet kan käranden, i enlighet med den nationella lagstiftningen i den Medlemsstat där talan upptas, bli tvungen att svara för kostnaderna för en översättning av prospektet och de tillämpliga Slutliga Villkoren innan det rättsliga förfarandet inleds. Civilrättsligt ansvar i Medlemsstater kan åläggas de personer som har lagt fram sammanfattningar och översättningar, men bara om sammanfattningen, när sammanfattningen läses tillsammans med de andra delarna av prospektet och de tillämpliga Slutliga Villkoren, är missvisande, felaktig eller oförenlig eller om sammanfattningen inte tillhandahåller den viktiga information som krävs för att hjälpa investerare när de överväger att investera i skuldebrev.
A.2 Samtycke Ej tillämpligt Skuldebreven erbjuds inte till allmänheten som del av ett Icke undantaget Erbjudande.
DEL B – EMITTENT OCH GARANTIGIVARE Faktor Benämning
B.1 Emittentens namn Citigroup Global Markets Funding Luxembourg S.C.A. (CGMFL) B.2 Hemvist/
associationsform/
tillämplig lag/
etableringsland
CGMFL är ett kommanditbolag (société en commandite par actions), etablerat i Luxemburg den 24 maj 2012 enligt den luxemburgska lagen för en obegränsad tidsperiod med registrerad adress 31 Z.A. Bourmicht, L-8070 Bertrange, Storhertigdömet Luxemburg, telefonnummer +352 2700 6203 och registrerad hos Luxembugs bolagsregister (the Register of Trade and Companies of Luxembourg) med bolagsnummer B 169.199.
B.4b Trendinformation Ej tillämpligt. Det finns inga kända trender, osäkerheter, krav, åtaganden eller händelser som sannolikt skulle ha väsentlig påverkan på CGMFL:s framtidsutsikter under det innevarande räkenskapsåret.
B.5 Beskrivning av CGMFL är ett av Citigroup Inc helägt dotterbolag. Citigroup Inc. är ett
20 Faktor Benämning
Koncernen holdingbolag och betalar sina plikter i första hand genom utdelningar och krediter som det erhåller från dotterbolag (Citigroup Inc. och dess dotterbolag, Koncernen).
Citigroup Inc. är ett globalt diversifierat holdingbolag inom sektorn för finansiella tjänster som erbjuder konsumenter, företagskunder, statsledningar och institutioner ett brett utbud av finansiella produkter och tjänster. Citigroup Inc. har omkring 200 miljoner kundkonton och bedriver verksamhet i över 160 länder och jurisdiktioner. Citigroup Inc. bedriver, av ledningsrapporteringstekniska skäl, sin verksamhet inom två huvudsakliga affärsområden: Citicorp, som består av Citigroup Inc.s globala bankverksamhet för privatkunder (Global Consumer Banking) samt en grupp för institutionella kunder (Institutional Clients Group); och Citi Holdings, som består av affärsverksamheter och portföljer med tillgångar som Citigroup Inc. har fastställt inte är centrala för Citicorps kärnverksamhet. Det finns också ett tredje segment, Företag/Övrigt (Corporate/Other).
B.9 Vinstprognos eller vinstberäkning
Ej tillämpligt. CGMFL har inte gjort någon vinstprognos eller vinstberäkning i prospektet.
B.10 Kvalifikationer i revisorsrapporten
Ej tillämpligt. Det finns inga kvalifikationer i någon revisorsrapport avseende den historiska finansiella informationen som ingår i prospektet.
B.12 Utvald historisk finansiell information
Tabellen nedan utgör en sammanfattning av den finansiella informationen som tagits ur CGMFL:s årsredovisning för räkenskapsåret som slutade den 31 december 2016:
Per eller för året som slutade 31 december 2016 (reviderat)
Per eller för året som slutade 31 december 2015 (reviderat) EUR
TILLGÅNGAR Kontanter och andra likvida medel
1. 681,476 2. 822,481
Köpta strukturerade skuldebrev
3. 2,283,259, 926
4. 455,484,2 48 Köpta indexreglerade
certifikat
5. 81,407,634 6. -
Derivattillgångar 7. 71,586,573 8. 792,416 Aktuella
inkomstskattetillgångar
9. 8,838 10. 8,838
Andra tillgångar 11. 141,203 12. 3,786
TOTALA TILLGÅNGAR
13. 2,437,085, 650
14. 457,111,7 69
15. 16.
SKULDER 17. 18.
Banklån och övertrasseringar
19. - 20. 93,496
Emitterade strukturerade skuldebrev
21. 2,283,259, 926
22. 455,484,2 48
Emitterade 23. 81,407,634 24. -
21 Faktor Benämning
indexreglerade certifikat
Derivatskulder 25. 71,586,573 26. 792,416
Inlösbara preferensaktier 27. 1,234 28. 1
Andra skulder 29. 388,353 30. 291,328
Aktuella skatteskulder 31. 6,144 32. -
TOTALA SKULDER 33. 2,436,649, 864
34. 456,661,4 89
35. 36.
KAPITAL 37. 38.
Aktiekapital 39. 500,000 40. 500,000
Balanserade vinstmedel 41. (64,214) 42. (49,720) TOTALT KAPITAL 43. 435,786 44. 450,280 TOTALA SKULDER
OCH KAPITAL
45. 2,437,085, 650
46. 457,111,7 69 (a) Uttalande om inträffade viktiga eller väsentligen negativa förändringar
Det har inte förekommit: (i) några betydande förändringar i CGMFL:s finansiella situation eller handelsposition sedan 31 december 2016 eller (ii) några väsentliga förändringar i CGMFL:s finansiella situation eller framtidsutsikter sedan 31 december 2016.
B.13 Händelser som påverkar Emittentens solvens
Ej tillämpligt. Det finns inga nyligen inträffade händelser specifika för CGMFL som till väsentlig del är relevanta för bedömningen av CGMFL:s solvens, sedan 31 december 2016.
B.14 Beroende av andra koncernbolag
Se Faktor B.5 Beskrivning av koncernen och CGMFL:s position i koncernen. CGMFL är beroende av andra koncernbolag.
B.15 Huvudsaklig verksamhet
CGMFL:s huvudsakliga verksamhet är att bevilja lån eller andra former av finansiering, direkt eller indirekt, oberoende av form eller medel till Citigroup Global Markets Limited, som är ett annat dotterbolag till Citigroup Inc., och andra bolag inom Koncernen.
B.16 Majoritetsaktieägare Hela det utgivna aktiekapitalet i CGMFL ägs av Citigroup Global Markets Funding Luxembourg GP S.à r.l. och Citigroup Global Markets Limited.
B.17 Kreditranking CGMFL har en kreditranking för långfristig/kortfristig säkerställd skuld på A+/A-1 av Standard & Poor’s Financial Services LLC och en kreditranking för långfristig/kortfristig säkerställd skuld på A/F1 av Fitch Ratings, Inc.
En ranking av ett värdepapper är inte en rekommendation att köpa, sälja eller hålla säkerheter och kan komma att upphävas, minskas eller dras tillbaka av ett rankinginstitut vid vilken tidpunkt som helst.
B.18 Beskrivning av Garantin
De emitterade Skuldebreven kommer att vara ovillkorligt och oåterkalleligt garanterade av CGMFL enligt CGMFL:s utgivna Garanti. CGMFL:s utgivna Garanti utgör en direkt, ovillkorlig, ej underställd och osäkrad skyldighet för CGML och rankas pari passu (med förbehåll för tvingande tillämplig lagstiftning om skulder med företrädesrätt) i förhållande till alla andra utestående osäkrade skyldigheter som CGML har.
