Citigroup Announces USD275 Million Exchangeable Bond Offering Referable to HKEX Shares

On March 27, 2025, Citigroup Global Markets Holdings Inc., a subsidiary of Citigroup Inc., announced the issuance of USD275 million in cash-settled exchangeable bonds due 2028. The bonds are exchangeable into the value of ordinary shares of Hong Kong Exchanges and Clearing Limited (HKEX), but they will be settled in cash only—not in shares.

The bonds, which will not bear interest, will be issued at 103% of their principal amount and redeemed at par on October 10, 2028. The exchange price will be set at a 16.25% premium over the volume-weighted average HKEX share price on March 28, 2025. Settlement and delivery are expected by April 10, 2025.

Citigroup Inc. will provide an unconditional and irrevocable guarantee for the bonds. Net proceeds will be used for general corporate purposes. The bonds are expected to be listed on the Frankfurt Stock Exchange’s Open Market within six months of issuance.

Citigroup Global Markets Limited is acting as the sole global coordinator, sole bookrunner, and calculation agent. The announcement includes extensive disclaimers regarding regulatory compliance, risk factors, and the nature of the offering.