Citigroup Global Markets Holdings Inc. (the 'Issuer') announces the offering of guaranteed cash-settled exchangeable bonds due 2026 (the 'Bonds') in an aggregate principal amount of HKD2.35 billion.
The Bonds are referable to ordinary shares (the 'Shares') of AIA Group Limited (the 'Company'). Exchange rights in respect of the Bonds will be cash-settled only.
The Bonds will be issued by the Issuer, a subsidiary of Citigroup Inc. (the 'Guarantor'). The Issuer's senior debt is currently rated A2 (Stable Outlook) / P-1 (Moody's) / A (Stable Outlook) / A-1 (S&P) and A+ (Stable Outlook) / F1 (Fitch).
The Issuer's payment obligations under the Bonds will be unconditionally and irrevocably guaranteed (the 'Guarantee') by the Guarantor, whose senior debt is currently rated A3 (Stable Outlook) / P-2 (Moody's) / BBB+ (Stable Outlook) / A-2 (S&P) and A (Stable Outlook) / F1 (Fitch) as of the date of this announcement. Such ratings may be subject to revision, qualification, suspension, reduction or withdrawal at any time by the assigning rating agency.
The Bonds will be issued in principal amounts of HKD2,000,000 and integral multiples of HKD1,000,000 in excess thereof and will not bear interest. The Bonds will be issued with an issue price of 100% of their principal amount and will be redeemed at par on 26 February 2026 (the 'Final Maturity Date').
The exchange price (the 'Exchange Price') will be set at a 23.5% premium over the reference share price (the 'Reference Share Price'), which will be based on the volume-weighted average price of a Share (rounded to four decimal places, with 0.00005 being rounded upwards) on the Hong Kong Stock Exchange on 10 February 2023, subject as provided in the terms and conditions of the Bonds. The Reference Share Price and Exchange Price are expected to be announced by 11:59 p.m. (Hong Kong time) on 10 February 2023.
Settlement and delivery of the Bonds is expected to take place on 23 February 2023 (the 'Issue Date').
The net proceeds from the issue of Bonds will be used by the Issuer for its general corporate purposes.
Application will be made for the Bonds to be listed and admitted to trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange or any other stock exchange as determined by the Issuer, and such admission to trading is expected to take place within six months following the Issue Date.
Citigroup Global Markets Limited is acting as Sole Global Coordinator, Sole Bookrunner and Calculation Agent.
Each of the Sole Global Coordinator, the Sole Bookrunner and the Issuer is party to certain existing derivative arrangements, and Citigroup Global Markets Limited is acting as Sole Bookrunner, Sole Global Coordinator and Calculation Agent with respect to the Bonds and may participate in market making activities. In addition, Citigroup Global Markets Limited as Calculation Agent will make all determinations, calculations and adjustments under the terms and conditions of the Bonds which will involve the exercise of its discretion. Such arrangements and activities may present a conflict of interest between the interests of Bondholders and the interests of Citigroup Global Markets Limited in its various capacities, and Citigroup Global Markets Limited may adjust its hedging position or take positions that are inconsistent with, or adverse to, the investment objectives of the holders of the Bonds. Such activities may impact the price or value of the Shares and/or the Bonds, and may affect a Bondholder's return on the Bonds.
Citi is a preeminent banking partner for institutions with cross-border needs, a global leader in wealth management and a valued personal bank in its home market of the United States. Citi does business in nearly 160 countries and jurisdictions, providing corporations, governments, investors, institutions and individuals with a broad range of financial products and services.
Additional information may be found at www.citigroup.com | Twitter: @Citi | YouTube: www.youtube.com/citi | Blog: http://blog.citigroup.com | Facebook: www.facebook.com/citi | LinkedIn: www.linkedin.com/company/citi
Further Information
James Griffiths, +852 28687668, james.a.griffiths@citi.com
Arundathi Abyshekar, +852 28687684, arundathi.abyshekar@citi.com
AIA GROUP LIMITED 
