Citigroup FundingInc (IRSH) - Notice of Substitution RNS Number : 2488S Citigroup Funding Inc 28 November 2012 28 November 2012 - NOTICE OF SUBSTITUTION - relating to CITIGROUP FUNDING INC. (as Issuer) in respect of each Series of Notes issued under the CITI U.S.$10,000,000,000 Structured Note Programme and listed on the Irish Stock Exchange Guaranteed by Citigroup Inc. Notice is hereby given to the holders of each Series of Notes issued by Citigroup Funding Inc. (CFI) under the CITI U.S.$10,000,000,000 Structured Note Programme and listed as at the date hereof on the Irish Stock Exchange and which are guaranteed by Citigroup Inc. (Citigroup) as follows: Announcement of merger of CFI into Citigroup With effect on and from 11.58 p.m. (New York time) on 31 December 2012 (the Merger Effective Time) CFI will be merged with and into Citigroup and Citigroup will be the surviving corporation. CFI is a wholly-owned direct subsidiary of Citigroup, which issues commercial paper and medium-term notes, all of which are guaranteed by Citigroup. Citigroup 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. The merger is part of an ongoing corporate simplification process to centralise the debt issuance platforms of Citigroup and its subsidiaries. CFI and Citigroup are both corporations incorporated in Delaware, United States. The merger will be effected in accordance with the General Corporation Law of the State of Delaware. The board of directors of Citigroup has passed a resolution dated 18 June 2012 authorising the merger and Citigroup (as sole shareholder of CFI) has provided its consent. Pursuant to such authorisation, the merger will become effective at the time (which will be the Merger Effective Time) specified in a Certificate of Ownership and Merger which will be filed with the office of the Secretary of State of Delaware prior to the Merger Effective Time. The Notes Citigroup will be substituted for CFI as Issuer in respect of all of the Notes which are outstanding immediately prior to 11.58 p.m. (New York time) on 31 December 2012 pursuant to the Terms and Conditions thereof. No other change will be made to the Terms and Conditions of the Notes. Accordingly, with effect on and from the Merger Effective Time, the Terms and Conditions of the Notes and the final terms relating to each such Series shall be read and construed as if all references therein to CFI as the Issuer were references to Citigroup as the Issuer. Prior to the Merger Effective Time, CFI and Citigroup will comply with the conditions set out in the Terms and Conditions of the Notes, the condition requiring the Issuer to give notice to holders of the date of the substitution being satisfied by the delivery of this Notice. Copies of any agreements or deeds entered into in relation to the substitution as described above, will be available for inspection at the specified office of the Paying Agent in London and the Listing Agent (as specified below). The final terms relating to the Notes and this Notice shall be read and construed together as one document. CFI and Citigroup accept responsibility for the information contained in this Notice. CITIGROUP FUNDING INC. Name: Title: Date: CITIGROUP INC. Name: Title: Date: PAYING AGENT IN LONDON LISTING AGENT Citibank, N.A., London office Arthur Cox Listing Services Limited Citigroup Centre Earlsfort Centre Canada Square Earlsfort Terrace Canary Wharf Dublin 2 London E14 5LB Ireland United Kingdom This announcement has been issued through the Companies Announcement Service of the Irish Stock Exchange. This information is provided by RNS The company news service from the London Stock Exchange END ISEBKFDPPBDDNDB -0- Nov/28/2012 15:55 GMT
Citigroup FundingInc IRSH Notice of Substitution
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