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Citi Warrant Programme Base Prospectus
dated 22 September 2017
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
(a corporation duly incorporated and existing under the laws of the State of New York)
and
CITIGROUP GLOBAL MARKETS FUNDING LUXEMBOURG S.C.A.
(incorporated as a corporate partnership limited by shares (société en commandite par actions)
under Luxembourg law and registered with the Register of Trade and Companies of
Luxembourg under number B 169.199)
each an issuer under the
Citi Warrant Programme
Warrants issued by Citigroup Global Markets Funding Luxembourg S.C.A only will be
unconditionally and irrevocably guaranteed by
CITIGROUP GLOBAL MARKETS LIMITED
(incorporated in England and Wales)
Under the Citi Warrant Programme (the Programme) described in this Base Prospectus, each of
(i) Citigroup Global Markets Holdings Inc. (CGMHI) and (ii) Citigroup Global Markets Funding
Luxembourg S.C.A. (CGMFL, and together with CGMHI, the Issuers and each, an Issuer) may from time
to time issue warrants or certificates (and as used herein, the term the Warrants or the Certificates shall
include each type of warrant and certificate issued under the Programme and the expressions
Warrantholder(s) and Certificateholder(s) shall be construed accordingly). References herein to the Issuer
shall be construed as whichever of CGMHI or CGMFL is the issuer or proposed issuer of the relevant
Warrants. This Base Prospectus supersedes and replaces in its entirety the Base Prospectus dated
22 September 2016. Any Warrants issued under the Programme on or after the date of this Base Prospectus
are subject to the provisions herein. This does not affect any Warrants issued prior to the date of this
Base Prospectus.
The payment and delivery of all amounts due in respect of Warrants issued by CGMFL will be
unconditionally and irrevocably guaranteed by Citigroup Global Markets Limited (CGML) (in such
capacity, the CGMFL Guarantor) pursuant to a deed of guarantee dated 1 July 2013 (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. Warrants issued by CGMHI will not be guaranteed by
any entity.
Each Issuer and the CGMFL Guarantor has a right of substitution as set out in the Terms and Conditions of
the Warrants set out herein (the Terms and Conditions and, together with the applicable Issue Terms,
the Conditions).
Warrants may be issued on a continuing basis to Citigroup Global Markets Limited and/or any additional
manager appointed under the Programme from time to time by the Issuers (each a Manager, and together the
Managers) whose appointment may be for a specific issue or on an ongoing basis. In relation to each issue
of Warrants, the Manager(s) will be specified in the applicable Issue Terms. Warrants not initially sold by a
Manager will be held by such Manager or an affiliate or affiliates of such Manager and may be retained or
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may be sold by such Manager or such affiliate or affiliates from time to time in such amounts and at such
prices as such Manager or such affiliate or affiliates may determine. Offering prices will be at the discretion
of the Manager(s). There is no obligation upon any Manager to sell all of the Warrants of any issue. Each
Issuer reserves the right to sell Warrants directly on its own behalf to other entities and to offer Warrants in
specified jurisdictions directly through distributors, in accordance with all applicable rules and regulations.
Warrants may also be sold by the Issuer through the Manager(s), acting as agent of the Issuer.
Pursuant to this Base Prospectus, Warrants may be issued whose return is linked to a specified index or a
basket of indices (Index Warrants), a specified share or a basket of shares (Share Warrants), a specified
depositary receipt or a basket of depositary receipts (Depositary Receipt Warrants), a specified exchange
traded fund share or a basket of exchange traded fund shares (ETF Warrants), a specified mutual fund
interest or a basket of mutual fund interests (Mutual Fund Warrants), a specified debt instrument or a
basket of debt instruments (Debt Warrants), a specified currency or a basket of currencies (Currency
Warrants), a specified commodity or a basket of commodities (Commodity Warrants), a specified gilt or
basket of gilts (Gilt Warrants), a specified proprietary index or a basket of proprietary indices (Proprietary
Index Warrants), or a hypothetical credit default swap or index swaption (Credit Warrants), or any
combination thereof, as more fully described herein.
Each Warrant will entitle the holder thereof (the Warrantholder) (on exercise by the Warrantholder or
automatic exercise, as applicable, and subject, where appropriate, to certification as to non-U.S. beneficial
ownership) to receive a cash amount (if any) calculated in accordance with the relevant terms and/or to
receive physical delivery of the underlying assets against, if applicable, payment of a specified sum, all
subject as set forth herein and in the Conditions.
The Issuer may agree with any Manager that Warrants may be issued in a form not contemplated by the
relevant Terms and Conditions set out herein, in which event, if the Issuer is CGMHI, a supplement to the
CGMHI Base Prospectus (as defined below) or, if the Issuer is CGMFL, a supplement to the CGMFL Base
Prospectus (as defined below), if appropriate, which describes the effect of the agreement reached in relation
to such Warrants, will be made available.
Each of the CGMHI Base Prospectus and the CGMFL Base Prospectus has been approved by the Central
Bank of Ireland (the Central Bank), as competent authority (the Competent Authority) under Directive
2003/71/EC (when used in this Base Prospectus, the Prospectus Directive) (as amended, including by
Directive 2010/73/EU), and includes any relevant implementing measure in a relevant Member State of the
European Economic Area (the EEA). The Central Bank only approves the Base Prospectus as meeting the
requirements imposed under Irish and EU law pursuant to the Prospectus Directive. An electronic copy of
this Base Prospectus will be published on the Central Bank's web-site at www.centralbank.ie. Such approval
relates only to Warrants which are to be admitted to trading on a regulated market for the purposes of
Directive 2004/39/EC (the Markets in Financial Instruments Directive). However, there can be no
assurance that such applications will be approved or that, if approved, any such approval will be given within
a specified timeframe. Application will be made to the Irish Stock Exchange plc (the Irish Stock Exchange)
for the Warrants issued during the period of twelve months after the date of this Base Prospectus to be
admitted to the official list (the Official List) and to trading on its regulated market. The Central Bank may,
at the request of the relevant Issuer, send to a competent authority of another Member State of the EEA (i) a
copy of this Base Prospectus, (ii) a certificate of approval pursuant to Article 18 of the Prospectus Directive
attesting that this Base Prospectus has been drawn up in accordance with the Prospectus Directive and (iii) if
so required by the relevant Member State, a translation of the Summary set out herein.
The requirement to publish a prospectus under the Prospectus Directive only applies to Warrants which are
to be admitted to trading on a regulated market in the EEA and/or offered to the public in the EEA other than
in circumstances where an exemption is available under Article 3.2 of the Prospectus Directive. References
in this Base Prospectus to Exempt Warrants are to Warrants for which no prospectus is required to be
published under the Prospectus Directive. The Central Bank has neither approved nor reviewed information
contained in this Base Prospectus in connection with Exempt Warrants.
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Each Tranche (as defined herein) is either subject to a Final Terms document (the Final Terms and
reference to the applicable Final Terms shall be construed accordingly) or, in the case of Exempt Warrants,
a pricing supplement (the Pricing Supplement and references to the applicable Pricing Supplement shall
be construed accordingly). As used herein, Issue Terms means either (i) where the Warrants are not Exempt
Warrants, the applicable Final Terms or (ii) where the Warrants are Exempt Warrants, the applicable Pricing
Supplement, and references should be construed accordingly.
References in this Base Prospectus to Warrants being listed (and all related references) shall mean that such
Warrants 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. As specified in the applicable Final
Terms, an issue of Warrants may be listed and admitted to trading, as the case may be, on the Irish Stock
Exchange and/or listed and admitted to trading on any other regulated market for the purposes of the Markets
in Financial Instruments Directive (including, without limitation, the Luxembourg Stock Exchange's
regulated market), as may be agreed between the Issuer and the relevant Manager. As specified in the
applicable Pricing Supplement, an issue of Exempt Warrants may be listed or admitted to trading, as the case
may be, on a stock exchange or market which is not a regulated market for the purposes of the Markets in
Financial Instruments Directive (including, without limitation, the Luxembourg Stock Exchange's Euro MTF
Market (the Euro MTF)), or may not be listed or admitted to trading, as the case may be, on any stock
exchange or market, as may be agreed between the Issuer and the relevant Manager.
In addition, application has been made to the Irish Stock Exchange for the approval of the CGMHI Base
Prospectus and the CGMFL Base Prospectus as Base Listing Particulars (the CGMHI Base Listing
Particulars and the CGMFL Base Listing Particulars, respectively, and together, the Base Listing
Particulars). Application has been made to the Irish Stock Exchange for Warrants issued during the 12
months from the date of the Base Listing Particulars to be admitted to the Official List and to trading on the
Global Exchange Market (the Global Exchange Market) which is the exchange regulated market of the
Irish Stock Exchange. In addition, application has been made to the Luxembourg Stock Exchange in its
capacity as competent authority under Part IV of the Luxembourg law dated 10 July 2005 on prospectuses
for securities, as amended, for the approval of the Base Listing Particulars and application may also be made
for Warrants issued during the 12 months from the date of the Base Listing Particulars to be admitted to the
Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF. The Global Exchange
Market and the Euro MTF are not regulated markets for the purposes of the Markets in Financial Instruments
Directive. Save where expressly provided or the context otherwise requires, where Warrants are to be
admitted to trading on the Global Exchange Market or the Euro MTF or are otherwise Warrants for which no
prospectus is required to be published under the Prospectus Directive (Exempt Warrants), references herein
to "Base Prospectus", "CGMHI Base Prospectus" and "CGMFL Base Prospectus" shall be construed to be to
"Base Listing Particulars", "CGMHI Base Listing Particulars" and "CGMFL Base Listing Particulars",
respectively.
Arthur Cox Listing Services Limited is acting solely in its capacity as Irish listing agent for the Issuer in
connection with the Warrants and is not itself seeking admission of the Warrants to the Official List or to
trading on the Main Securities Market of the Irish Stock Exchange for the purposes of the Prospectus
Directive or the Global Exchange Market of the Irish Stock Exchange.
The Issue Terms will specify with respect to the issue of Warrants to which it relates, inter alia, the specific
designation of the Warrants, the aggregate number and type of the Warrants, the date of issue of the
Warrants, the issue price, the exercise price (if applicable), the underlying asset, index or other item(s) to
which the Warrants relate (the Underlying(s)), the exercise period or date, whether automatic exercise
applies to the Warrants, whether the Warrants may be terminated early following an Early Termination
Event (as described herein) and certain other terms relating to the offering and sale of the Warrants. The
Issue Terms relating to an issue of Warrants will be attached to the Global Warrant(s) or each Definitive
Warrant, as the case may be (in each case, as defined in the Conditions), representing such Warrants. In
respect of Warrants to be listed on the Irish Stock Exchange, the applicable Issue Terms will be delivered to
the Irish Stock Exchange on or before the date of issue of the Warrants of that Tranche. In respect of
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Warrants to be listed on the Luxembourg Stock Exchange, the applicable Pricing Supplement will be
delivered to the Luxembourg Stock Exchange on or before the date of issue of the Warrants of that Tranche.
Each issue of Warrants will be of a specialist nature and should only be bought and traded by
investors who are particularly knowledgeable in investment matters. Prospective purchasers of
Warrants should ensure that they understand the nature of the relevant Warrants and the extent of
their exposure to risks and that they consider the suitability of the relevant Warrants as an investment
in the 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 relevant Warrants and are not relying on the advice of the Issuer, the CGMFL
Guarantor or any Manager in such regard. Warrants may involve a high degree of risk and potential
investors may sustain a loss of all or part of their investment in the Warrants. See "Risk Factors" set
out herein.
Warrants sold exclusively outside the United States to non-U.S. persons will be represented by a global
warrant (a Permanent Global Warrant) which will be deposited with a common depositary on behalf of
Clearstream Banking S.A. (Clearstream, Luxembourg) and Euroclear Bank S.A./N.V. (Euroclear) on the
date of issue of the relevant Warrants. CGMFL will only issue Permanent Global Warrants.
In the event that an issue of Warrants is eligible for sale in the United States (i) pursuant to Rule 144A to
QIBs, any such Warrants sold in the United States will be represented by a global warrant which will be
deposited either: (1) with Citigroup Global Markets Deutschland AG, as the New York Warrant Agent as
custodian for, and registered in the name of a nominee of, The Depository Trust Company (DTC) or (2) with
a common depositary on behalf of Clearstream, Luxembourg and Euroclear (each a Rule 144A Global
Warrant), or (ii) under the exemption provided by Section 4(2), any such Warrants sold to IAIs (as defined
below) in the United States will be issued and registered in definitive form (each a Private Placement
Definitive Warrant) and (iii) in either case, any such Warrants sold outside the United States to non-U.S.
persons will be represented by a Regulation S Global Warrant (each a Regulation S Global Warrant)
deposited with a common depositary on behalf of Clearstream, Luxembourg and Euroclear. Warrants
eligible for sale in the United States to QIBs pursuant to Rule 144A and to non-U.S. persons outside the
United States may be represented by a global warrant which will be deposited with a common depositary on
behalf of Clearstream, Luxembourg and Euroclear (each a Combined Global Warrant). Unless otherwise
specified in the applicable Issue Terms, Rule 144A Global Warrants, Private Placement Definitive Warrants,
Regulation S Global Warrants and Combined Global Warrants, and any Permanent Global Warrants issued
by CGMHI, will only be issued in relation to equity linked Warrants. Except as otherwise specified herein,
definitive Warrants will not be issued.
The Warrants and the CGMFL 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 with any securities regulatory
authority of any state or other jurisdiction of the United States. Warrants may not be offered, sold or
delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in
Regulation S under the Securities Act), except, in the case of Warrants issued by CGMHI, in the limited
circumstances described herein. In addition, certain issues of Warrants may not at any time be offered, sold
or delivered in the United States or to U.S. persons, nor may any U.S. persons at any time trade or maintain a
position in such Warrants. CGMHI may, however, offer and sell Warrants of certain issues within the
United States in reliance on the exemption from registration under the Securities Act provided by Rule 144A
thereunder (Rule 144A) to persons reasonably believed by CGMHI to be qualified institutional buyers (each
a QIB) as defined in Rule 144A. CGMHI may also arrange for the offer and sale of certain issues within the
United States to persons reasonably believed to be institutional accredited investors (each an IAI) (as defined
in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in reliance upon the exemption provided by
Section 4(2) of the Securities Act (Section 4(2)). Warrants issued by CGMFL, which are guaranteed by the
CGMFL Guarantor, will not be offered and sold in the United States or to, or for the account or benefit of,
U.S. persons. Each purchaser of Warrants being offered within the United States is hereby notified that the
5
offer and sale of such Warrants is being made in reliance upon an exemption from the registration
requirements of the Securities Act and one or more exceptions and/or exclusions from regulation under the
United States Commodity Exchange Act, as amended. In certain circumstances, exercise of Warrants will be
conditional upon certification as to non-U.S. beneficial ownership. See "Terms and Conditions of
the Warrants".
The Warrants, the CGMFL Deed of Guarantee and any Entitlements do not constitute, and have not been
marketed as, contracts of sale of a commodity for future delivery (or options thereon) subject to the United
States Commodity Exchange Act, as amended, and trading in the Warrants has not been approved by the
United States Commodity Futures Trading Commission pursuant to the United States Commodity Exchange
Act, as amended.
The Warrants may not be offered or sold to, or acquired by, any person that is, or whose purchase and
holding of the Warrants 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.
The Warrants 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 Base Prospectus or confirmed the accuracy or determined the
adequacy of the information contained in this Base Prospectus. Any representation to the contrary is a
criminal offense in the United States.
Warrants sold in the United States will, unless otherwise specified in the relevant Issue Terms, be sold
through Citigroup Global Markets Inc., a registered broker dealer.
The Warrants and the CGMFL Deed of Guarantee constitute unconditional liabilities of their respective
issuers. None of the Warrants and the CGMFL Deed of Guarantee are insured by the Federal Deposit
Insurance Corporation (the FDIC).
Arranger of the Programme
Citigroup
Manager
Citigroup
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This Base Prospectus (excluding the CGMFL Base Prospectus) comprises a base prospectus
for the purposes of Article 5.4 of the Prospectus Directive in respect of Warrants issued
by CGMHI.
This Base Prospectus (excluding the CGMHI Base Prospectus) comprises a base prospectus
for the purposes of Article 5.4 of the Prospectus Directive in respect of Warrants issued
by CGMFL.
RESPONSIBILITY STATEMENT
CGMHI accepts responsibility for the information contained in (i) this Base Prospectus (excluding
(a) the CGMFL Base Prospectus, (b) the information set out in Section D.4 (Alternative Performance
Measures (CGMFL Guarantor)) and (c) the information set out in Section D.6 (CGMFL All Monies
Guarantee)) and (ii) the Issue Terms for each Tranche of Warrants issued under the Programme
where CGMHI is the Issuer of such Tranche of Warrants. To the best of the knowledge of CGMHI
(having taken all reasonable care to ensure that such is the case), the information contained in this
Base Prospectus (excluding (a) the CGMFL Base Prospectus, (b) the information set out in Section
D.4 (— Alternative Performance Measures (CGMFL Guarantor)) and (c) the information set out in
Section D.6 (— CGMFL All Monies Guarantee)) is in accordance with the facts and does not omit
anything likely to affect the import of such information.
CGMFL accepts responsibility for the information contained in (i) this Base Prospectus (excluding
the CGMHI Base Prospectus) and (ii) the Issue Terms for each Tranche of Warrants issued under the
Programme where CGMFL is the Issuer of such Tranche of Warrants. To the best of the knowledge
of CGMFL (having taken all reasonable care to ensure that such is the case), the information
contained in this Base Prospectus (excluding the CGMHI Base 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 (i) this Base
Prospectus (excluding the CGMHI Base Prospectus, the information set out under the heading
"Description of CGMFL", the information set out in Elements B.1 to B.18 (inclusive) of the section
entitled "Summary" and the information set out in Section D.5 (Alternative Performance Measures
(Citigroup Inc.)) and (ii) the Issue Terms for each Tranche of Warrants issued under the Programme
where CGMFL is the Issuer of such Tranche of Warrants. 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 Base Prospectus (excluding the CGMHI Base Prospectus, the information set out
under the heading "Description of CGMFL" and the information set out in Elements B.1 to B.18
(inclusive) of the section entitled "Summary" and the information set out in Section D.5 (Alternative
Performance Measures (Citigroup Inc.)) is in accordance with the facts and does not omit anything
likely to affect the import of such information.
Unless otherwise expressly stated in the applicable Pricing Supplement, any information contained
therein relating to the Underlying(s) will only consist of extracts from, or summaries of, and will be
based solely on, information contained in financial and other information released publicly by the
issuer, owner or sponsor, as the case may be, of such Underlying(s). Unless otherwise expressly
stated in the applicable Pricing Supplement, in relation to Exempt Warrants and a Pricing Supplement
only, the Issuer and the CGMFL Guarantor (where the Issuer is CGMFL) accept(s) responsibility for
accurately reproducing such information and, as far as the Issuer and the CGMFL Guarantor (where
the Issuer is CGMFL) is/are aware and is/are able to ascertain from information published by the
issuer, owner or sponsor, as the case may be, of such Underlying(s), no facts have been omitted which
would render the reproduced information inaccurate or misleading. This paragraph should be read
in conjunction with the three paragraphs immediately above.
7
The CGMHI Base Prospectus should be read in conjunction with all documents which are
incorporated by reference therein (see "Documents Incorporated by Reference for the CGMHI Base
Prospectus"). The CGMHI Base Prospectus shall be read and construed on the basis that such
documents are incorporated into and form part of the CGMHI Base Prospectus.
The CGMFL Base Prospectus should be read in conjunction with documents which are incorporated
by reference therein (see "Documents Incorporated by Reference for the CGMFL Base Prospectus").
The CGMFL Base Prospectus shall be read and construed on the basis that such documents are
incorporated into and form part of the CGMFL Base Prospectus.
The CGMHI base prospectus (the CGMHI Base Prospectus) will comprise this Base Prospectus
with the exception of:
(a) in the "Summary", the information set out in Section B under the heading "TO BE
INCLUDED FOR WARRANTS/CERTIFICATES ISSUED BY CGMFL ONLY";
(b) the information in the section entitled "Documents Incorporated by Reference for the CGMFL
Base Prospectus" and all information incorporated therein by reference thereby;
(c) the information in the section entitled "Description of CGMFL";
(d) the information in the section entitled "Description of Citigroup Global Markets Limited";
and
(e) the information in the section entitled "Alternative Performance Measures (CGMFL
Guarantor)".
The CGMFL base prospectus (the CGMFL Base Prospectus) will comprise this Base Prospectus
with the exception of:
(a) in the "Summary", the information set out in Section B under the heading "TO BE
INCLUDED FOR WARRANTS/CERTIFICATES ISSUED BY CITIGROUP GLOBAL
MARKETS HOLDINGS INC. ONLY";
(b) the information in the section entitled "Documents Incorporated by Reference for the CGMHI
Base Prospectus" and all information incorporated therein by reference thereby; and
(c) the information in the section entitled "Description of CGMHI".
No person has been authorised to give any information or to make any representation other than
those contained in this Base Prospectus in connection with the issue or sale of any Warrants and, if
given or made, such information or representation must not be relied upon as having been authorised
by the Issuer, the CGMFL Guarantor (where the Issuer is CGMFL) or any of the Managers. Neither
the delivery of this Base 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, where applicable, the CGMFL Guarantor since the date hereof or the date upon which this
Base Prospectus has been most recently amended or supplemented or that there has been no adverse
change in the financial position of any Issuer and/or the CGMFL Guarantor since the date hereof or
the date upon which this Base Prospectus has been most recently amended or supplemented or that
any other information supplied in connection with the Programme 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.
If the Issue Terms in respect of any Warrants includes a legend entitled "Prohibition of Sales to EEA
Retail Investors", the Warrants, from 1 January 2018 are not intended to be offered, sold or otherwise
made available to and, with effect from such date, should not be offered, sold or otherwise made
8
available to any retail investor in the EEA. For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU
(MiFID II); (ii) a customer within the meaning of Directive 2002/92/EC (the Insurance Mediation
Directive), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive.
Consequently no key information document required by Regulation (EU) No 1286/2014 (the PRIIPs
Regulation) for offering or selling the Warrants or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Warrants or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS
AND OFFERS OF WARRANTS GENERALLY
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any
Warrants in any jurisdiction to any person to whom it is unlawful to make the offer or
solicitation in such jurisdiction. The distribution of this Base Prospectus and the offer or sale of
Warrants may be restricted by law in certain jurisdictions. None of the Issuers, the CGMFL
Guarantor and any Manager represent that this Base Prospectus may be lawfully distributed,
or that any Warrants may be lawfully offered, in compliance with any applicable registration or
other requirements in any such jurisdiction, or pursuant to an exemption available thereunder,
or assume any responsibility for facilitating any such distribution or offering. In particular,
unless specifically indicated to the contrary in the applicable Issue Terms, no action has been
taken by CGMHI, CGMFL, the CGMFL Guarantor or the Managers which is intended to
permit a public offering of any Warrants or distribution of this Base Prospectus in any
jurisdiction where action for that purpose is required. Accordingly, no Warrants may be
offered or sold, directly or indirectly, and neither this Base 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 Base Prospectus or any Warrants may come must inform themselves
about, and observe, any such restrictions on the distribution of this Base Prospectus and the
offering and sale of Warrants. In particular, there are restrictions on the distribution of this
Base Prospectus and the offer or sale of Warrants in the United States, the European Economic
Area, the United Kingdom, Australia, the People's Republic of Bangladesh, the People's
Republic of China, Hong Kong Special Administrative Region, Republic of India, Republic of
Indonesia, Japan, the Republic of Korea, Malaysia, the Islamic Republic of Pakistan, The
Philippines, the Republic of Singapore, Saudi Arabia, the Democratic Socialist Republic of Sri
Lanka, Taiwan, the Kingdom of Thailand and the Socialist Republic of Vietnam. See
"Subscription, sale and transfer and selling restrictions". None of the Issuers, the CGMFL
Guarantor and any Manager makes any representation to any investor in any Warrants
regarding the legality of its investment under any applicable laws.
The Warrants may only be offered to the public in the EEA in circumstances where there is an
exemption from the obligation under the Prospectus Directive to publish a prospectus for offers
of the Warrants.
The Warrants create options which are either exercisable by the relevant holder and/or which
will be automatically exercised as provided herein. There is no obligation upon the Issuer and
the CGMFL Guarantor (where the Issuer is CGMFL) to pay any amount or deliver any asset to
any holder of a Warrant unless the relevant holder duly exercises such Warrant or such
Warrants are automatically exercised and an Exercise Notice (as defined herein) is duly
delivered. The Warrants will be exercised or will be exercisable in the manner set forth herein
and in the applicable Issue Terms. Upon exercise, in order to receive payment of any amount or
delivery of any asset due under a Warrant, the Warrantholder may be required to certify (in
9
accordance with the provisions outlined in "Subscription, sale and transfer and selling
restrictions" below) that it is neither a U.S. person nor a person who has purchased such
Warrant for resale to U.S. persons and that it is not exercising such Warrant on behalf of a U.S.
person. Upon Early Termination of a Warrant following an Early Termination Event, in order
to receive payment of any amount or delivery of any asset due under a Warrant, the
Warrantholder may be required to certify that it is neither a U.S. person nor a person who has
purchased such Warrant for resale to U.S. persons. Upon transfer or exchange of a Warrant,
the Warrantholder may, in certain circumstances, be required to certify that the transfer or
exchange, as the case may be, is being made to a person whom the transferor or exchange or
reasonably believes is not a U.S. person or is a QIB or is an IAI, as applicable, who acquired the
right to such transfer or exchange in a transaction exempt from the registration requirements of
the Securities Act. The proposed transferee may also be required to deliver an investor
representation letter as a condition precedent to such proposed transfer or exchange.
The Issuer shall have complete discretion as to what type of Warrants it issues and when. The
price and amount of securities (including any Warrants) to be issued under the Programme will
be determined by the Issuer and the relevant Manager at the time of issue in accordance with
prevailing market conditions.
No Manager has separately verified the information contained in this Base Prospectus.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility is accepted by any Manager as to the accuracy or completeness of the information
contained in this Base Prospectus or any other information provided by the Issuer and the
CGMFL Guarantor (where the Issuer is CGMFL). No Manager accepts liability in relation to
the information contained in this Base Prospectus or any other information provided by the
Issuer and the CGMFL Guarantor in connection with the Programme.
Neither this Base Prospectus nor any financial statements or other information supplied in
connection with the Programme or any Warrants 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 any Issuer, the CGMFL Guarantor or any
Manager that any recipient of this Base Prospectus or any financial statements or any other
information supplied in connection with the Programme or any Warrants should purchase any
Warrants. Each potential purchaser of any Warrants should determine for itself the relevance
of the information contained in this Base Prospectus and should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer and/or, where the Issuer is CGMFL, the CGMFL Guarantor.
Neither this Base Prospectus nor any other information supplied in connection with the
Programme constitutes an offer or an invitation by or on behalf of any Issuer, the CGMFL
Guarantor or any Manager or any other person to subscribe for or to purchase any Warrants.
No Manager (in the case of CGML, in its capacity as Manager) undertakes to review the
financial condition or affairs of any Issuer or the CGMFL Guarantor during the life of any
Warrants nor to advise any investor or potential investor in any Warrants of any information
coming to the attention of any of the Managers. Investors should review, inter alia, the
documents incorporated herein by reference when deciding whether or not to purchase
any Warrants.
For convenience, the website addresses of certain third parties have been provided in this
Base Prospectus. Except as expressly set forth in this Base Prospectus, no information in such
websites should be deemed to be incorporated in, or form a part of, this Base Prospectus and
none of the Issuers, the CGMFL Guarantor and any Manager takes responsibility for the
information contained in such websites.
10
Notwithstanding anything to the contrary in this Base Prospectus or in any Programme
document, all persons may disclose to any and all persons, without limitation of any kind, the
United States federal, state and local tax treatment of the Warrants, any fact relevant to
understanding the United States federal, state and local tax treatment of the Warrants and all
materials of any kind (including opinions or other tax analyses) relating to such United States
federal, state and local tax treatment other than the names of the parties or any other person
named herein, or information that would permit identification of the parties or other non-public
business or financial information that is unrelated to the United States federal, state or local tax
treatment of the Warrants to the taxpayer and is not relevant to understanding the United
States federal, state or local tax treatment of the Warrants to the taxpayer.
The delivery of this Base Prospectus does not at any time imply that the information contained
herein concerning the Issuer and/or, where the Issuer is CGMFL, the CGMFL Guarantor, or
the Group (as defined below) is correct at any time subsequent to the date hereof or that any
other information supplied in connection with the Programme is correct as of any time
subsequent to the date indicated in the document containing the same.
This Base Prospectus has been prepared on the basis that, any offer of Warrants in any
Member State of the EEA which has implemented the Prospectus Directive (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 Warrants. Accordingly any person making or intending to make an offer in that
Relevant Member State of Warrants which are the subject of an offering contemplated in this
Base Prospectus as completed by Issue Terms in relation to the offer of those Warrants may
only do so in circumstances in which no obligation arises for any Issuer, the CGMFL Guarantor
or any Manager 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. None of the Issuers, the CGMFL Guarantor and any Manager have
authorised, nor do they authorise, the making of any offer of Warrants in circumstances in
which an obligation arises for any Issuer, the CGMFL Guarantor or any Manager to publish or
supplement a prospectus for such offer.
In connection with any issue of Warrants or otherwise, each Issuer and/or any of its subsidiaries
may acquire and/or maintain positions in the Underlying(s) relating to such Warrants but
neither the Issuer nor any of its subsidiaries will have any obligation to acquire or maintain any
such position.
In this Base Prospectus, references to U.S.$, $, USD and U.S. Dollars refer to United States
dollars. In addition, all references to Sterling and £ refer to pounds sterling, references to
Renminbi, RMB and CNY are to the currency of the People's Republic of China (PRC) and
references to euro, EUR and € refer to the currency introduced at the start of the third stage of
European Economic and Monetary Union pursuant to the Treaty on the functioning of the
European Union, as amended.
Certain figures and percentages included in this Base Prospectus have been subject to rounding
adjustments; accordingly, figures shown in the same category presented in different tables may
vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation
of the figures which precede them.
The language of this Base 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.
The Warrants, the CGMFL Deed of Guarantee and any Entitlement do not constitute, and have
not been marketed as, contracts of sale of a commodity for future delivery (or option thereon)
11
subject to the United States Commodity Exchange Act, as amended (the CEA), and trading in
the Warrants has not been approved by the United States Commodity Futures Trading
Commission pursuant to the CEA.
AVAILABLE INFORMATION
CGMHI has undertaken in the Master Warrant Agreement (as defined below) to furnish, upon
the request of a holder of any Warrants offered and sold in reliance on Rule 144A (or permitted
to be transferred on reliance of Rule 144A) or any beneficial interest therein, to such holder or
to a prospective purchaser designated by him the information required to be delivered under
Rule 144A(d)(4) under the Securities Act if, at the time of the request, it is neither a reporting
company under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the
Exchange Act), nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder.
12
CONTENTS
Page
SECTION A — SUMMARY ............................................................................................................. A-1 SECTION B — RISK FACTORS ...................................................................................................... B-1 SECTION C — DOCUMENTS INCORPORATED BY REFERENCE AND AVAILABLE
FOR INSPECTION AND SUPPLEMENTS ............................................................ C-2 SECTION C.1 — DOCUMENTS INCORPORATED BY REFERENCE FOR THE
CGMHI BASE PROSPECTUS .............................................................. C-3 SECTION C.2 — DOCUMENTS INCORPORATED BY REFERENCE FOR THE
CGMFL BASE PROSPECTUS ........................................................... C-12 SECTION C.3 — DOCUMENTS AVAILABLE FOR INSPECTION .............................. C-21 SECTION C.4 — SUPPLEMENTS .................................................................................... C-23
SECTION D — INFORMATION RELATING TO THE ISSUERS AND THE CGMFL
GUARANTOR ......................................................................................................... D-2 SECTION D.1 — DESCRIPTION OF CITIGROUP GLOBAL MARKETS
HOLDINGS INC. ................................................................................... D-3 SECTION D.2 — DESCRIPTION OF CITIGROUP GLOBAL MARKETS
FUNDING LUXEMBOURG S.C.A. ..................................................... D-9 SECTION D.3 — DESCRIPTION OF CITIGROUP GLOBAL MARKETS
LIMITED .............................................................................................. D-19 SECTION D.4 — ALTERNATIVE PERFORMANCE MEASURES (CGMFL
GUARANTOR) .................................................................................... D-22 SECTION D.5 — ALTERNATIVE PERFORMANCE MEASURES (CITIGROUP
INC.) ..................................................................................................... D-25 SECTION D.6 — CGMFL ALL MONIES GUARANTEE ................................................ D-29
SECTION E — GENERAL INFORMATION RELATING TO THE PROGRAMME AND
THE WARRANTS ................................................................................................... E-1 SECTION E.1 — GENERAL DESCRIPTION OF THE PROGRAMME ........................... E-2 SECTION E.2 — GENERAL INFORMATION RELATING TO THE ISSUE OF
WARRANTS UNDER THIS BASE PROSPECTUS ............................ E-3 SECTION E.3 — ISSUE OF WARRANTS .......................................................................... E-4 SECTION E.4 — BOOK-ENTRY CLEARANCE SYSTEMS ............................................ E-5 SECTION E.5 — CERTAIN BENEFIT PLAN INVESTOR CONSIDERATIONS ............ E-9 SECTION E.6 — SUBSCRIPTION, SALE AND TRANSFER AND SELLING
RESTRICTIONS .................................................................................. E-10 SECTION E.7 — TAXATION OF WARRANTS .............................................................. E-31 SECTION E.8 — NOTICE TO PURCHASERS AND HOLDERS OF WARRANTS
AND TRANSFER RESTRICTIONS ................................................... E-53 SECTION F — TERMS AND CONDITIONS OF THE WARRANTS ............................................. F-2
SECTION F.1 — TERMS AND CONDITIONS OF THE WARRANTS ............................. F-3 SECTION F.2 — SCHEDULE 1 OF THE CONDITIONS ............................................... F-141
TERMS AND CONDITIONS APPLICABLE TO EMEA PARTICIPATION
CERTIFICATES AND LATAM PARTICIPATION CERTIFICATES .............. F-141 SECTION F.3 — SCHEDULE 2 TO THE CONDITIONS ............................................... F-152
TERMS AND CONDITIONS APPLICABLE TO SAUDI PARTICIPATION
CERTIFICATES ................................................................................................... F-152 SECTION F.4 — SCHEDULE 3 OF THE CONDITIONS ............................................... F-163
TERMS AND CONDITIONS APPLICABLE TO APAC PARTICIPATION
CERTIFICATES ................................................................................................... F-163 SECTION F.5 — SCHEDULE 4 OF THE CONDITIONS ............................................... F-172
TERMS AND CONDITIONS APPLICABLE TO APAC CONVERTIBLE
BOND PARTICIPATION CERTIFICATES ....................................................... F-172
13
SECTION F.6 — SCHEDULE 5 OF THE CONDITIONS ............................................... F-191 COMPLIANCE REPRESENTATIONS, WARRANTIES AND
UNDERTAKINGS ............................................................................................... F-191 SECTION F.7 — SCHEDULE 6 TO THE CONDITIONS ............................................... F-205
TERMS AND CONDITIONS APPLICABLE TO LONG/SHORT
CERTIFICATES ................................................................................................... F-205 SECTION F.8 — SCHEDULE 7 OF THE CONDITIONS ............................................... F-211
PROPRIETARY INDEX CONDITIONS ............................................................ F-211 SECTION F.9 — SCHEDULE 8 OF THE CONDITIONS ............................................... F-219
CREDIT WARRANTS ......................................................................................... F-219 SECTION F.10 — PRO FORMA FINAL TERMS ........................................................... F-229 SECTION F.11 — PRO FORMA PRICING SUPPLEMENT ........................................... F-271
SECTION G — NAMES, ADDRESSES AND ROLES .................................................................... G-1
SUMMARY
A-1
SECTION A — SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These Elements are
numbered in Sections A – E (A– E.7). This Summary contains all the Elements required to be included
in a summary for Warrants/Certificates, the Issuer and the Guarantor (where the Issuer is CGMFL).
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 Base
Prospectus and the applicable Final Terms. Any decision to
invest in the [Warrants/Certificates] should be based on
consideration of the Base Prospectus as a whole, including any
documents incorporated by reference and the applicable Final
Terms. Where a claim relating to information contained in the
Base 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 Base 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 Base Prospectus and the
applicable Final Terms, or it does not provide, when read
together with the other parts of the Base Prospectus and the
applicable Final Terms, key information in order to aid
investors when considering whether to invest in the
[Warrants/Certificates].
A.2 Consent Not Applicable. The [Warrants/Certificates] may only be offered to
the public in circumstances where there is an exemption from the
obligation under the Prospectus Directive to publish a prospectus for
offers of the [Warrants/Certificates] (an Exempt Offer).
SECTION B – ISSUER [AND GUARANTOR]
[TO BE INCLUDED FOR WARRANTS/CERTIFICATES ISSUED BY CGMFL ONLY:
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
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
SUMMARY
A-2
Element Title
incorporation office at 31, Z.A. Bourmicht, L-8070 Bertrange, Grand Duchy of
Luxembourg, telephone number +352 45 14 14 447 and registered
with the Register of Trade and Companies of Luxembourg
(Registre de commerce et des sociétiés, 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 by earnings from its operating 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 this Base Prospectus.
B.10 Audit report
qualifications
Not Applicable. There are no qualifications in any audit report on
the historical financial information included in the Base
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
SUMMARY
A-3
Element Title
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
Retained earnings (64,214) (49,720)
TOTAL EQUITY 435,786 450,280
TOTAL LIABILITIES AND
EQUITY 2,437,085,650 457,111,769
The tables below set out a summary of key financial information
extracted from CGMFL's unaudited interim report and financial
statements for the six months ended on 30 June 2017:
For the six
months ended
30 June 2017
(unaudited)
For the six
months ended
30 June 2016
(unaudited)
EUR
ASSETS
Cash and cash equivalents 599,642 924,143
Structured notes purchased 2,659,765,264 1,669,142,697
Index linked certificates purchased 520,665,896 -
Derivative assets 214,964,815 7,382,059
Current income tax assets 16,198 8,839
Other Assets 497,460 40,620
TOTAL ASSETS 3,396,509,275 1,677,498,358
LIABILITIES
Bank loans and overdrafts - 93,496
Structured notes issued 2,659,765,264 1,669,142,698
Index linked certificates issued 520,665,896 -
Derivative liabilities 214,964,815 7,382,059
Redeemable preference shares 2,700 439
Other liabilities 613,367 164,533
Current tax liabilities 6,144 79,507
TOTAL LIABILITIES 3,396,018,186 1,676,862,732
EQUITY
Share capital 500,000 500,000
Other Comprehensive Income 11,508 -
Retained earnings (20,419) 135,626
TOTAL EQUITY 491,089 635,626
SUMMARY
A-4
Element Title
TOTAL LIABILITIES AND
EQUITY
3,396,509,275 1,677,498,358
As at 30 June
2017
(unaudited)
As at 30 June
2016
(unaudited)
EUR
Interest and similar income - –
Interest expense and similar charges - –
Net interest expense - –
Net fee and commission income 175,152 162,019
Net trading income - –
Net income from financial
instruments at fair value through
profit or loss
- –
Other income - –
Total operating income 175,152 162,019
General and administrative expenses (131,358) 102,834
Profit (Loss) before income tax 43,794 264,853
Income tax expense - (79,507)
Profit (Loss) for the period 43,794 185,346
Other comprehensive income for the
period net of tax
- –
Total comprehensive income for
the financial period
43,974 185,346
Statements of no significant or material adverse change
There has been: (i) no significant change in the financial or trading
position of CGMFL since 30 June 2017 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.18 Description of the
Guarantee
The [Warrants/Certificates] will be unconditionally and
irrevocably guaranteed by CGML pursuant to the CGMFL Deed of
SUMMARY
A-5
Element Title
Guarantee. The CGMFL Deed of Guarantee constitutes direct,
unconditional, unsubordinated and unsecured obligations of
CGML and ranks and will rank pari passu with all other unsecured
and unsubordinated outstanding obligations of CGML, save for
such obligations as may be preferred by provisions of law that are
both mandatory and of general application.
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
incorporation
CGML is a private company limited by shares and incorporated in
England under the laws of England and Wales.
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 by earnings from its operating 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 Base 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 Base
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 2016:
At or for the year ended 31 December
2016
(audited)
2015
(audited)
(in millions of U.S. dollars)
Income Statement Data:
Gross Profit 2,735 3,259
Commission income and fees 1,320
2,063
Net dealing income 1,612 1,237
SUMMARY
A-6
Element Title
Operating profit/loss
ordinary activities before
taxation
380 373
Balance Sheet Data:
Total assets 345,608 323,339
Debt (Subordinated) 4,585 5,437
Total Shareholder's funds 13,880 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
31 December 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 2016.
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 2016.
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.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 has a major international presence as a dealer, market
maker and underwriter in equity, fixed income securities and
commodities, as well as providing advisory services to a wide
range of corporate, institutional and government clients. It is
headquartered in London, and operates globally.
B.19/B.16 Controlling
shareholders
CGML is a subsidiary of Citigroup Global Markets Holdings
Bahamas Limited.
[TO BE INCLUDED FOR WARRANTS/CERTIFICATES ISSUED BY CITIGROUP
GLOBAL MARKETS HOLDINGS INC. ONLY:
B.1 Legal and
commercial name
of the Issuer
Citigroup Global Markets Holdings Inc. (CGMHI)
B.2 Domicile/ legal
form/ legislation/
country of
incorporation
CGMHI is a corporation incorporated in the State of New York
and organised under the laws of the State of New York.
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.
SUMMARY
A-7
B.5 Description of the
Group
CGMHI is a wholly owned subsidiary of Citigroup Inc. Citigroup
Inc. is a holding company and services its obligations primarily by
earnings from its operating 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. CGMHI has not made a profit forecast or estimate
in the Base Prospectus.
B.10 Audit report
qualifications
Not Applicable. There are no qualifications in any audit report on
the historical financial information included in the Base
Prospectus.
B.12 Selected
historical key
financial
information:
The table below sets out a summary of key financial information
extracted from CGMHI's Financial Report for the fiscal year ended
31 December 2016:
At or for the year ended
31 December
2016
(audited)
2015
(audited)
2014
(audited)
(in millions of U.S. dollars)
Income Statement Data:
Consolidated revenues, net of
interest expense
9,877 11,049 11,760
Consolidated income (loss)
from continuing operations
before income taxes
2,179 2,481 (1,052)
Consolidated net income (loss) 1,344 2,022 (1,718)
Balance Sheet Data:
Total assets 420,815 390,817 412,264
Term debt 49,416 53,702 42,207
Stockholder's equity (fully
paid):
Common 32,747 26,603 24,883
SUMMARY
A-8
The table below sets out a summary of key financial information
extracted from CGMHI's Half-Yearly Financial Report for the six months
ended 30 June 2017:
For the six months ended 30 June
2017
(unaudited)
2016
(unaudited)
(in millions of U.S. dollars)
Income Statement Data:
Revenues, net of interest
expense
5,451 4,737
Income before income taxes 1,093 736
CGMHI's net income 607 431
Balance Sheet Data: At 30 June 2017
(unaudited)
At 31 December
2016
(unaudited)
(in millions of U.S. dollars)
Total assets 451,496 420,815
Term debt 45,506 49,416
Stockholder's equity (fully
paid):
Common 33,340 32,747
Statements of no significant or material adverse change
There has been: (i) no significant change in the financial or trading
position of CGMHI or CGMHI and its subsidiaries taken as a
whole since 30 June 2017 and (ii) no material adverse change in
the financial position or prospects of CGMHI or CGMHI and its
subsidiaries taken as a whole since 31 December 2016.
B.13 Events impacting
the Issuer's
solvency
Not Applicable. There are no recent events particular to CGMHI
which are to a material extent relevant to the evaluation of
CGMHI's solvency since 31 December 2016.
B.14 Dependence upon
other group
entities
See Element B.5 description of CGMHI and its subsidiaries and
CGMHI's position within the Group.
B.15 Principal
activities CGMHI operating through its subsidiaries, engages in full-service
investment banking and securities brokerage business. The Issuer
operates in the Institutional Clients Group segment (which
includes Securities and Banking).
B.16 Controlling
shareholders CGMHI is a wholly owned subsidiary of Citigroup Inc.
SUMMARY
A-9
SECTION C – SECURITIES
Element Title
C.1 Description of
Warrants/
Certificates/ISIN
The [Warrants/Certificates] are issued under the Citi Warrant
Programme which allows issues of warrants and certificates and are
referred to herein as [Warrants/Certificates]. The
[Warrants/Certificates] are issued in Series. The Series number is
[].
The International Securities Identification Number (ISIN) is [].
[The Common Code is [].] [The CUSIP is [].] [The SEDOL is
[].]
[The [Warrants/Certificates] will be consolidated and form a single
series with [identify earlier Tranches] on [].]
C.2 Currency The currency for payments in respect of the [Warrants/Certificates]
is [].
C.5 Restrictions on the
free transferability
of the
Warrants/Certificate
s
The [Warrants/Certificates] will be subject to offering, selling and
transfer restrictions with respect to the United States, the European
Economic Area, the United Kingdom, Australia, the People's
Republic of Bangladesh, the People's Republic of China, Hong
Kong Special Administrative Region, the Republic of India, the
Republic of Indonesia, Japan, the Republic of Korea, Malaysia, the
Islamic Republic of Pakistan, the Philippines, the Republic of
Singapore, Saudi Arabia, the Democratic Socialist Republic of Sri
Lanka, Taiwan, the Kingdom of Thailand and Vietnam and the
laws of any jurisdiction in which the [Warrants/Certificates] are
offered or sold.
C.8 Rights attached to
the
Warrants/Certificate
s, including ranking
and limitations on
those rights
The [Warrants/Certificates] have terms and conditions relating to,
among other matters:
Ranking
The [Warrants/Certificates] constitute direct unconditional,
unsubordinated and unsecured obligations of the Issuer [and the
Guarantor] and will at all times rank pari passu and rateably among
themselves and at least pari passu with all other unsecured and
unsubordinated outstanding obligations of the Issuer [and the
Guarantor], 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 [Warrants/Certificates] 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 [Warrants/Certificates] will not contain any event
of default provision in respect of the Issuer [or the Guarantor].
SUMMARY
A-10
Taxation
The Issuer [and the Guarantor] shall not be liable or otherwise
obliged to pay any tax, duty, withholding or other payment which
may arise as a result of the ownership, transfer, exercise,
termination or enforcement of any [Warrant/Certificate] by any
person and all payments and/or deliveries made by the Issuer [or
the Guarantor] shall be made subject to any such tax, duty,
withholding or other payment which may be required to be made,
paid, withheld or deducted. [The terms of Saudi Participation
Certificates provide for the retrospective deduction of certain
amounts in respect of taxes as further detailed in Element C.15
below.]
Governing Law and jurisdiction
English law and exclusive jurisdiction of the English courts.
C.11 Admission to
trading
Application has been made to the [Irish Stock Exchange]
[Luxembourg Stock Exchange] for the [Warrants/Certificates] to be
admitted to trading on the [regulated market of the Irish Stock
Exchange] [the regulated market of the Luxembourg Stock
Exchange].
C.15 Description of how
the value of the
investment is
affected by the
value of the
underlying
instrument(s)
Amounts payable and/or assets deliverable in respect of the
[Warrants/Certificates] depend on the performance of the relevant
underlying(s).
[Call Warrants:
If the settlement price of the relevant underlying(s) on [] (subject
to adjustment – see "Disrupted Days, Market Disruption Events
and Adjustments" below) is greater than the exercise price of [],
then the [Warrants/Certificates] will be "in the money" and a
[Warrantholder/Certificateholder] will receive the difference
between such settlement price and the exercise price [(such
settlement price being subject to the deduction of a commission of
[] per cent.)] [, plus an amount (if any) determined by reference to
any relevant cash dividends declared by the relevant share company
and received during the term of the [Warrants/Certificates]][, all
multiplied by the multiplier], as further detailed in Element C.18
below. The value of the [Warrants/Certificates] is expected to
increase if the value of the relevant underlying(s) increases [and
dividends are declared and paid by it] (and vice versa). [As the
[Warrants/Certificates] are linked to a basket of underlyings, the
settlement price is determined by reference to the sum of the values
of each such underlying. The underlyings in the basket are
weighted and positive performance of some underlyings may be
negated by negative performance of other underlyings (and vice
versa)]]
SUMMARY
A-11
[As "averaging" applies, if the arithmetic mean settlement price of
the relevant underlying(s) for all the averaging dates (subject to
adjustment – see "Disrupted Days, Market Disruption Events and
Adjustments" below) is greater than the exercise price of [], then
the [Warrants/Certificates] will be "in the money" and a
[Warrantholder/Certificateholder] will receive the difference
between such arithmetic mean settlement price and the exercise
price [(such settlement price being subject to the deduction of a
commission of [] per cent.)] [, all multiplied by the multiplier], as
further detailed in Element C.18 below. The value of the
[Warrants/Certificates] is expected to increase if the value of the
relevant underlying(s) increases (and vice versa). [As the
[Warrants/Certificates] are linked to a basket of underlyings, the
settlement price is determined by reference to the sum of the values
of each such underlying. The underlyings in the basket are
weighted and positive performance of some underlyings may be
negated by negative performance of other underlyings (and vice
versa)]]
[The value of the underlying shall be converted from the currency
in which it is quoted into the currency of the
[Warrants/Certificates]. Therefore, fluctuations in such currency
exchange rate will affect the value of the [Warrants/Certificates]
and amounts due in respect thereof.]
The cash settlement amount may, in any event, be less than amount
of an investor's initial investment and the [Warrants/Certificates]
may expire worthless.]
[Put Warrants:
If the exercise price of [] is greater than the settlement price of the
relevant underlying(s) on [] (subject to adjustment – see
"Disrupted Days, Market Disruption Events and Adjustments"
below), then the [Warrants/Certificates] will be "in the money" and
a [Warrantholder/Certificateholder] will receive the difference
between such exercise price and the settlement price[(such
settlement price being subject to addition of a commission of []
per cent.)] [, less an amount (if any) determined by reference to any
relevant cash dividends declared by the relevant share company and
received during the term of the [Warrants/Certificates]][, all
multiplied by the Multiplier], as further detailed in Element C.18
below. The value of the [Warrants/Certificates] is expected to
increase if the value of the relevant underlying(s) decreases [and
dividends are not declared and paid by it] (and vice versa). [As the
[Warrants/Certificates] are linked to a basket of underlyings, the
settlement price is determined by reference to the sum of the values
of each such underlying. The underlyings in the basket are
weighted and negative performance of some underlyings may be
negated by positive performance of other underlyings (and vice
versa)]]
SUMMARY
A-12
[As "averaging" applies, if the exercise price of [] is greater than
the arithmetic mean settlement price of the relevant underlying(s)
for all the averaging dates (subject to adjustment – see "Disrupted
Days, Market Disruption Events and Adjustments" below), then the
[Warrants/Certificates] will be "in the money" and a
[Warrantholder/Certificateholder] will receive the difference
between such exercise price and arithmetic mean settlement price
[such settlement price being subject to addition of a commission of
[] per cent.] [, all multiplied by the multiplier], as further detailed
in Element C.18 below. The value of the [Warrants/Certificates] is
expected to increase if the value of the relevant underlying
decreases (and vice versa). [As the [Warrants/Certificates] are
linked to a basket of underlyings, the settlement price is determined
by reference to the sum of the values of each such underlying. The
underlyings in the basket are weighted and negative performance of
some underlyings may be negated by positive performance of other
underlyings (and vice versa)]]
[The value of the underlying shall be converted from the currency
in which it is quoted into the currency of the
[Warrants/Certificates]. Therefore, fluctuations in such currency
exchange rate will affect the value of the [Warrants/Certificates]
and amounts due in respect thereof.]
The cash settlement amount may, in any event, be less than amount
of an investor's initial investment and the [Warrants/Certificates]
may expire worthless.]
[Call Spread Warrants:
The cash settlement amount is determined by reference to the
spread, as further detailed in Element C.18 below.
If the final performance of the relevant underlying(s) increases
above the upper strike, the spread will be floored at the fixed level
of []% and the cash settlement amount will also be floored or, if
the final performance of the relevant underlying(s) decreases below
the lower strike, the spread will be capped at []%, being the
difference between the upper strike and the lower strike and the
cash settlement amount will also be capped.
If the final performance of the relevant underlying(s) is between the
upper strike and the lower strike, the value of the
[Warrants/Certificates] is expected to increase if the final
performance of the relevant underlying(s) decreases.
[As the [Warrants/Certificates] are linked to a basket of
underlyings, the underlyings in the basket are weighted and
negative performance of some underlyings may be negated by
positive performance of other underlyings (and vice versa)]
The cash settlement amount may, in any event, be less than amount
of an investor's initial investment and the [Warrants/Certificates]
may expire worthless.]
[Put Spread Warrants:
The cash settlement amount is determined by reference to the
SUMMARY
A-13
spread, as further detailed in Element C.18 below.
If the final performance of the relevant underlying(s) decreases
below the lower strike, the spread will be floored at the fixed level
of []% and the cash settlement amount will also be floored or, if
the final performance of the relevant underlying(s) increases above
the upper strike, the spread will be capped at []%, being the
difference between the upper strike and the lower strike and the
cash settlement amount will also be capped.
If the final performance of the relevant underlying(s) is between the
upper strike and the lower strike, the value of the
[Warrants/Certificates] is expected to decrease if the final
performance of the relevant underlying(s) increases.
[As the [Warrants/Certificates] are linked to a basket of
underlyings, the underlyings in the basket are weighted and
negative performance of some underlyings may be negated by
positive performance of other underlyings (and vice versa)]
The cash settlement amount may, in any event, be less than amount
of an investor's initial investment and the [Warrants/Certificates]
may expire worthless.]
[EMEA/LATAM Participation Certificates:
The issue price of the Certificates will reflect the value of the
relevant shares on the relevant trade date and the final settlement
amount payable in respect of such Certificates will be linked to the
performance of the relevant share company. Therefore, if the
[average/official closing/volume weighted average] price of the
relevant shares falls below the value of the shares on the relevant
trade date, the final settlement amount payable in respect of each
such Certificate may be less than the issue price of such Certificate.
The Certificates represent an indirect exposure to the value of the
relevant shares and Certificateholders are, subject to due exercise of
the relevant Certificates, entitled to receive payments which are
calculated by reference to net dividends and amounts in respect of
certain corporate actions that would be received by a holder of the
relevant shares and to a final settlement amount on the final
settlement date that is calculated by reference to the
[average/official closing/volume weighted average] price of the
relevant shares [, in each case, multiplied by the multiplier]. If a
cash dividend is paid or a stock dividend or rights issue occurs and
the Certificates are duly exercised by the relevant Cerfiticateholder,
the value of any dividend or corporate action securities paid or
issued by the relevant share company, net of any expenses
(including taxes, charges and duties) [multiplied by the multiplier],
will be paid to Certificateholders. [The value of the relevant shares
and amounts paid in respect thereof shall be converted from the
currency in which they are denominated into the currency of the
Certificates. Therefore, fluctuations in such currency exchange rate
will affect the value of the Certificates and amount due in respect
thereof.]
[Saudi Participation Certificates:
SUMMARY
A-14
The issue price of the Certificates will reflect the value of the
relevant shares on the relevant trade date (converted into U.S.$) and
the final settlement amount payable in respect of such Certificates
will be linked to the performance of the relevant share company.
Therefore, if the traded price of the relevant shares falls below the
value of the shares on the relevant trade date, the final settlement
amount payable in respect of each such Certificate may be less than
the issue price of such Certificate. The Certificates represent an
indirect exposure to the value of the relevant shares and
Certificateholders are, subject to due exercise of the relevant
Certificates, entitled to receive payments which are calculated by
reference to net dividends that would be received by a holder of the
relevant shares and to a final settlement amount that is calculated
by reference to the sale price of the relevant shares. The value of
the relevant shares and amounts paid in respect thereof shall be
converted from the local currency in which they are denominated
(being SAR) into U.S.$. Therefore, fluctuations in such currency
exchange rate will affect the value of the Certificates and amount
due in respect thereof.
Investors should note that, notwithstanding that ownership of the
relevant Certificates may have changed since a payment was made,
any cash settlement amount or the final settlement amount may be
subject to adjustment as determined by the calculation agent for
amounts either (i) withheld for tax reasons from the dividends
relating to any cash settlement amounts previously paid in respect
of the Certificates that are later found not to be owed to, or are
refundable from, the applicable local authority or (ii) which are
required to be paid in relation to the dividends relating to any
previously paid cash settlement amounts (due to local taxes) in
addition to any other amounts in respect of local taxes that were
taken into account in determining any previously paid cash
settlement amounts PROVIDED THAT no cash settlement amount
or final settlement amount shall be less than zero. Therefore,
whether the "adjustment" is positive or negative, it is the holder at
the relevant time of payment who is subject to such adjustment.]
[APAC Participation Certificates:
The issue price of the Certificates will reflect the value of the
relevant shares on the relevant trade date and, if the Certificates are
cash settled certificates, the final settlement amount payable in
respect of such Certificates will be linked to the performance of the
relevant share company and, if the Certificates are physical
settlement certificates, the assets deliverable will be the relevant
shares of the relevant share company. Therefore, if the traded price
of the relevant shares falls below the value of the shares on the
relevant trade date, the final settlement amount payable or, as the
case may be, value of the s