Obbligazione CityCorp Inc 4.5% ( US172967FT34 ) in USD

Emittente CityCorp Inc
Prezzo di mercato 100 USD  ▼ 
Paese  Stati Uniti
Codice isin  US172967FT34 ( in USD )
Tasso d'interesse 4.5% per anno ( pagato 2 volte l'anno)
Scadenza 13/01/2022 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Citigroup Inc US172967FT34 in USD 4.5%, scaduta


Importo minimo 1 000 USD
Importo totale 2 500 000 000 USD
Cusip 172967FT3
Standard & Poor's ( S&P ) rating BBB+ ( Lower medium grade - Investment-grade )
Moody's rating A3 ( Upper medium grade - Investment-grade )
Descrizione dettagliata Citigroup Inc. è una multinazionale statunitense operante nel settore dei servizi finanziari, offrendo una vasta gamma di prodotti e servizi bancari a clienti privati, aziende e istituzioni governative in tutto il mondo.

The Obbligazione issued by CityCorp Inc ( United States ) , in USD, with the ISIN code US172967FT34, pays a coupon of 4.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 13/01/2022

The Obbligazione issued by CityCorp Inc ( United States ) , in USD, with the ISIN code US172967FT34, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by CityCorp Inc ( United States ) , in USD, with the ISIN code US172967FT34, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-172562

PROSPECTUS SUPPLEMENT
(to prospectus dated May 12, 2011)






The notes will mature on January 14, 2022. The notes will bear interest at a fixed rate equal to 4.500% per annum.
Interest on the notes is payable semi-annually on the 14th day of each January and July, commencing July 14, 2012. The
notes may not be redeemed prior to maturity unless changes involving United States taxation occur which could require
Citigroup to pay additional amounts, as described under "Description of Debt Securities -- Payment of Additional
Amounts" and "-- Redemption for Tax Purposes" in the accompanying prospectus.

The notes offered by this prospectus supplement form a part of the same series as, and are fungible with, our
outstanding 4.500% Notes due 2022 issued on November 1, 2011. Upon completion of this offering, the aggregate
principal amount of outstanding notes of this series will be $1,250,000,000.

The notes are being offered globally for sale in the United States, Europe, Asia and elsewhere where it is lawful
to make such offers. Application will be made to list the notes on the regulated market of the Luxembourg Stock
Exchange, but Citigroup is not required to maintain this listing. See "Description of Debt Securities -- Listing" in the
accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission nor the Luxembourg Stock
Exchange has approved or disapproved of these notes or determined if this prospectus supplement or the
accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.












Per Note

Total

Public Offering Price(1)
96.441%
$241,102,500
Underwriting Discount
0.425%
$ 1,062,500
Proceeds to Citigroup (before expenses)
96.016%
$240,040,000

(1) Plus accrued interest from November 1, 2011

Interest on the notes will accrue from December 14, 2011 to the date of delivery. Net proceeds to Citigroup
(including accrued interest and after expenses) are expected to be approximately $241,208,750.




The underwriter is offering the notes subject to various conditions. The underwriter expects that the notes will be
ready for delivery in book-entry form only through The Depository Trust Company, Clearstream or Euroclear, on or
about December 14, 2011.

The notes are not deposits or savings accounts but are unsecured debt obligations of Citigroup. The notes are not
insured by the Federal Deposit Insurance Corporation or by any other governmental agency or instrumentality.





December 7, 2011
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TABLE OF CONTENTS






Page

Prospectus Supplement


Forward-Looking Statements
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Selected Historical Financial Data
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Description of Notes
S-6
Underwriting (Conflicts of Interest)
S-7
Legal Opinions
S-10
General Information
S-11

Prospectus


Prospectus Summary

1
Forward-Looking Statements

7
Citigroup Inc.

7
Use of Proceeds and Hedging

7
European Monetary Union

9
Description of Debt Securities

9
United States Tax Documentation Requirements
33
United States Federal Income Tax Considerations
34
Currency Conversions and Foreign Exchange Risks Affecting Debt Securities Denominated in a Foreign
Currency
41
Description of Common Stock Warrants
43
Description of Index Warrants
44
Description of Capital Stock
47
Description of Preferred Stock
50
Description of Depositary Shares
52
Description of Stock Purchase Contracts and Stock Purchase Units
55
Plan of Distribution
56
ERISA Considerations
58
Legal Matters
59
Experts
59



We are responsible for the information contained and incorporated by reference in this prospectus supplement
and the accompanying prospectus and in any related free writing prospectus that we prepare or authorize. We have
not authorized anyone to provide you with any other information, and we take no responsibility for any other
information that others may provide you. You should not assume that the information contained in this prospectus
supplement or the accompanying prospectus, as well as information Citigroup previously filed with the Securities
and Exchange Commission and incorporated by reference herein, is accurate as of any date other than the date of the
relevant document. Citigroup is not, and the underwriter is not, making an offer to sell the notes in any jurisdiction
where the offer or sale is not permitted.

The Luxembourg Stock Exchange takes no responsibility for the contents of this document, makes no
representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus
supplement and the accompanying prospectus.

Each of the prospectus and prospectus supplement is an advertisement for the purposes of applicable measures
implementing the European Council Directive 2003/71/EC (such Directive, together with any applicable
implementing measures in the relevant home Member State under such Directive, the "Prospectus Directive"). A
listing prospectus prepared pursuant to the Prospectus Directive will be published, which can be obtained from
Registre de Commerce et des Sociétés à Luxembourg so long as any of the notes are outstanding and listed on the
Luxembourg Stock Exchange.
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The distribution or possession of this prospectus and prospectus supplement in or from certain jurisdictions
may be restricted by law. Persons into whose possession this prospectus and prospectus supplement come are
required by Citigroup and the underwriter to inform themselves about, and to observe any such restrictions, and
neither Citigroup nor the underwriter accepts any liability in relation thereto. See "Underwriting".

In connection with this issue, Citigroup Global Markets Inc. as stabilizing manager (or persons acting on behalf
of the stabilizing manager) may over-allot notes (provided that the aggregate principal amount of notes allotted does
not exceed 105% of the aggregate principal amount of the notes) or effect transactions with a view to supporting the
market price of the notes at a higher level than that which might otherwise prevail. However, there is no obligation
on the stabilizing manager (or persons acting on its behalf) to undertake stabilization action. Any stabilization action
may begin on or after the date on which adequate public disclosure of the final terms of the notes is made and, if
begun, may be discontinued at any time but must end no later than the earlier of 30 days after the issuance of the
notes and 60 days after the allotment of the notes.

This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are
not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted or where the
person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such
offer or sale. See "Underwriting."

References in this prospectus supplement to "dollars", "$" and "U.S. $" are to United States dollars.

FORWARD-LOOKING STATEMENTS

Certain statements in this prospectus and in other information incorporated by reference in this prospectus are
forward-looking statements within the meaning of the rules and regulations of the SEC. Generally, forward-looking
statements are not based on historical facts but instead represent only Citigroup's and management's beliefs
regarding future events. Such statements may be identified by words such as believe, expect, anticipate, intend,
estimate, may increase, may fluctuate, and similar expressions, or future or conditional verbs such as will, should,
would and could.

Such statements are based on management's current expectations and are subject to uncertainty and changes in
circumstances. Actual results may differ materially from those included in these statements due to a variety of
factors, including without limitation the precautionary statements included in this prospectus supplement and the
accompanying prospectus, the factors listed and described under "Risk Factors" in Citigroup's 2010 Annual Report
on Form 10-K and the factors described below.

· the impact on Citigroup's businesses, and on its funding, liquidity and borrowing costs, of the downgrading of
the credit rating of obligations of the United States by Standard & Poor's;


· the impact of the ongoing implementation of the Dodd-Frank Wall Street Reform and Consumer Protection
Act of 2010 (Financial Reform Act) on Citigroup's business activities and practices, costs of operations and
overall results of operations;


· the impact of increases in FDIC insurance premiums on Citigroup's earnings, net interest margin (NIM) and
competitive position, in the U.S. and globally;


· Citigroup's ability to maintain, or the increased cost of maintaining, adequate capital in light of changing
regulatory capital requirements pursuant to the Financial Reform Act, the capital standards adopted by the
Basel Committee on Banking Supervision (including as implemented by U.S. regulators) or otherwise;


· disruption to, and potential adverse impact to the results of operations of, certain areas of Citigroup's
derivatives business structures and practices as result of the central clearing, exchange trading and
"push-out" provisions of the Financial Reform Act;


· the potential negative impacts to Citigroup of regulatory requirements aimed at facilitation of the orderly
resolution of large financial institutions, as required under the Financial Reform Act;


· risks arising from Citigroup's extensive operations outside the U.S., including the continued volatile political
environment in certain emerging markets and with respect to certain sovereigns with which Citigroup does
business or invests, and Citigroup's ability to comply with conflicting or inconsistent regulations;
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· the impact of recently enacted and potential future regulations on Citigroup's ability and costs to participate
in securitization transactions;


· a reduction in Citigroup's or its subsidiaries' credit ratings, including in response to the passage of the
Financial Reform Act, and the potential impact on Citigroup's funding and liquidity, borrowing costs and
access to the capital markets, among other factors;


· the impact of restrictions imposed on proprietary trading and funds-related activities by the Financial Reform
Act, including the potential negative impact on Citigroup's market-making activities and its global
competitive position with respect to its trading activities;


· increased compliance costs and possible changes to Citigroup's practices and operations with respect to a
number of its U.S. consumer businesses as a result of the Financial Reform Act and the establishment of the
new Bureau of Consumer Financial Protection;


· the continued impact of The Credit Card Accountability Responsibility and Disclosure Act of 2009 as well
as other regulatory requirements on Citigroup's credit card businesses and business models;


· the exposure of Citigroup, as originator of residential mortgage loans, servicer or seller of such loans,
sponsor of residential mortgage-backed securitization transactions or servicer of such loans, or in other
capacities, to government sponsored enterprises (GSEs), investors, mortgage insurers, or other third parties
as a result of representations and warranties made in connection with the transfer, sale or securitization of
such loans;


· the outcome of inquiries and proceedings by governmental entities, or state attorneys general, or judicial and
regulatory decisions, regarding practices in the residential mortgage industry, including among other things
the processes followed for foreclosing residential mortgages and mortgage transfer and securitization
processes, and any potential impact on Citigroup's results of operation or financial condition;


· the continued uncertainty about the sustainability and pace of the economic recovery, including continued
disruption in the global financial markets and the potential impact on consumer credit, on Citigroup's
businesses and results of operations;


· Citigroup's ability to maintain adequate liquidity in light of changing liquidity standards in the U.S. or
abroad, and the impact of maintaining adequate liquidity on Citigroup's NIM;


· an "ownership change" under the Internal Revenue Code and its effect on Citigroup's ability to utilize its
deferred tax assets (DTAs) to offset future taxable income;


· the potential negative impact on the value of Citigroup's DTAs if corporate tax rates in the U.S., or certain
foreign jurisdictions, are decreased;


· the expiration of a provision of the U.S. tax law allowing Citigroup to defer U.S. taxes on certain active
financial services income and its effect on Citigroup's tax expense;


· Citigroup's ability to continue to wind down Citi Holdings at the same pace or level as in the past and its
ability to reduce risk-weighted assets and limit its expenses as a result;


· Citigroup's ability to continue to control expenses, particularly as it continues to invest in the businesses in
Citicorp with the continued uncertainty of the impact of FX translation and legal and regulatory expenses
from quarter to quarter;


· Citigroup's ability to hire and retain qualified employees as a result of regulatory uncertainty regarding
compensation practices or otherwise;


· Citigroup's ability to predict or estimate the outcome or exposure of the extensive legal and regulatory
proceedings to which it is subject, and the potential for the "`whistleblower"" provisions of the Financial
Reform Act to further increase Citigroup's number of, and exposure to, legal and regulatory proceedings;


· potential future changes in key accounting standards utilized by Citigroup and their impact on how Citigroup
records and reports its financial condition and results of operations;


· the accuracy of Citigroup's assumptions and estimates, including in determining credit loss reserves,
litigation and regulatory exposures, mortgage representation and warranty claims and the fair value of certain
assets, used to prepare its financial statements;
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· Citigroup's ability to maintain effective risk management processes and strategies to protect against losses,
which can be increased by concentration of risk, particularly with Citigroup's counterparties in the financial
sector;


· a failure in Citigroup's operational systems or infrastructure, or those of third parties;


· Citigroup's ability to maintain the value of the Citi brand; and


· the continued volatility and uncertainty relating to Citigroup's Japan consumer finance business, including the
type, number and amount of customer refund claims received.

SELECTED HISTORICAL FINANCIAL DATA

We are providing or incorporating by reference in this prospectus supplement selected historical financial
information of Citigroup. We derived this information from the consolidated financial statements of Citigroup for each
of the periods presented. The information is only a summary and should be read together with the financial information
incorporated by reference in this prospectus supplement and the accompanying prospectus, copies of which can be
obtained free of charge. See "Where You Can Find More Information" on page 6 of the accompanying prospectus.

In addition, you may receive copies of all of Citigroup's filings with the SEC that are incorporated by reference in
this prospectus supplement and the accompanying prospectus free of charge at the office of Citigroup's listing agent,
Dexia Banque Internationale à Luxembourg, located at 69, route d'Esch, L-2953 Luxembourg so long as the notes are
listed on the Luxembourg Stock Exchange. Such documents will also be published on the website of the Luxembourg
Stock Exchange (www.bourse.lu) upon listing of the notes.

The consolidated audited annual financial statements of Citigroup for the fiscal years ended December 31, 2010
and 2009 and its consolidated unaudited financial statements for the periods ended September 30, 2011 and 2010 are
incorporated herein by reference. These statements are obtainable free of charge at the office of Citigroup's listing
agent, at the address set forth in the preceding paragraph.



















At or for the Nine Months




Ended September 30,

At or for the Year Ended December 31,


2011

2010

2010

2009

2008






(dollars in millions, except per share amounts)
Income Statement Data:










Total revenues, net of interest
expense(1)
$
61,179 $
68,230 $
86,601 $
80,285 $
51,599
Income from continuing
operations
10,105
9,578 10,951 (1,066) (32,029)
Net
income
10,111
9,293
10,602
(1,606) (27,684)
Dividends declared per
common
share(2)

0.02

--

--

0.01

1.12
Balance Sheet Data:










Total assets(1)
$1,935,992 $1,913,280 $1,913,902 $1,856,646 $1,938,470
Total
deposits
851,281 850,095 844,968 835,903 774,185
Long-term
debt(1)
333,824 387,330 381,183 364,019 359,593
Total
stockholders'
equity(1) 177,372 162,913 163,468 152,700 141,630
(1) Effective January 1, 2010, Citigroup adopted Accounting Standards Codification (ASC) 860, formerly SFAS
No. 166 and ASC 810, formerly SFAS No. 167. The adoption was done on a prospective basis and, accordingly,
prior periods have not been restated.

(2) Amounts represent Citigroup's historical dividends per common share and have been adjusted to reflect stock
splits.
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DESCRIPTION OF NOTES

The following description of the particular terms of the notes supplements the description of the general
terms set forth in the accompanying prospectus. It is important for you to consider the information contained in
the accompanying prospectus and this prospectus supplement before making your decision to invest in the notes.
If any specific information regarding the notes in this prospectus supplement is inconsistent with the more
general terms of the notes described in the prospectus, you should rely on the information contained in this
prospectus supplement.

The notes offered by this prospectus supplement have the same terms as our outstanding 4.500% Notes due
2022 issued on November 1, 2011, other than the issue date and the issue price. The notes form a part of the same
series as those outstanding notes and will also be issued under Citigroup's senior debt indenture. The notes will
have the same ISIN, Common Code and CUSIP number as, and upon closing will trade interchangeably with, the
other outstanding notes in the series. Upon completion of this offering, the aggregate principal amount of outstanding
notes of this series will be $1,250,000,000.

The notes will be issued only in fully registered form without coupons, in denominations of $1,000 and integral
multiples of $1,000 in excess thereof. All the notes are unsecured obligations of Citigroup and will rank equally
with all other unsecured senior indebtedness of Citigroup, whether currently existing or hereinafter created.

The notes will be issued on December 14, 2011 and will mature on January 14, 2022. The notes will bear
interest at a fixed rate of 4.500% per annum. Interest on the notes will be paid semi-annually on the 14th day of each
January and July, commencing July 14, 2012 (long first coupon). All payments of interest will be made to the
persons in whose names the notes are registered on the January 2nd and July 1st preceding each interest payment
date. Interest will be calculated and paid as described under "Description of Debt Securities -- Interest Rate
Determination -- Fixed Rate Notes" and "-- Payments of Principal and Interest" in the accompanying prospectus.
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UNDERWRITING

Citigroup Global Markets Inc. is acting as sole bookrunning manager for this offering. The terms and conditions
set forth in the terms agreement dated December 7, 2011, which incorporates by reference the underwriting agreement
basic provisions dated March 2, 2006, govern the sale and purchase of the notes. The terms agreement and the
underwriting agreement basic provisions are referred to together as the underwriting agreement. The underwriter
named below has agreed to purchase from Citigroup, and Citigroup has agreed to sell to the underwriter, the principal
amount of notes set forth opposite the name of the underwriter.






Principal Amount
Underwriter

of Notes


Citigroup Global Markets Inc.
$ 250,000,000





Total
$ 250,000,000






The underwriting agreement provides that the obligations of the underwriter to pay for and accept delivery of the
notes is subject to the approval of legal matters by their counsel and to other conditions. The underwriter is committed
to take and pay for all of the notes if any are taken.

The underwriter proposes to offer part of the notes directly to the public at the public offering price set forth on
the cover page of this prospectus supplement and to certain dealers at the public offering price less a concession not in
excess of 0.250% of the principal amount of the notes. The underwriter may allow, and such dealers may reallow, a
concession to certain other dealers not in excess of 0.125% of the principal amount of the notes.

After the public offering, the public offering price and the concessions to dealers may be changed by the
underwriter.

The underwriter is offering the notes subject to prior sale and their acceptance of the notes from Citigroup. The
underwriter may reject any order in whole or in part.

Citigroup has agreed to indemnify the underwriter against liabilities relating to material misstatements and
omissions.

In connection with the offering, the underwriter may purchase and sell notes in the open market. Purchases and
sales in the open market may include short sales, purchases to cover short positions and stabilizing purchases.

· Short sales involve secondary market sales by the underwriter of a greater number of notes than they are
required to purchase in the offering.


· Stabilizing transactions involve bids to purchase the notes so long as the stabilizing bids do not exceed a
specified maximum.


· Covering transactions involve purchases of the notes in the open market after the distribution has been
completed in order to cover short positions.

Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriter for its
own account, may have the effect of preventing or retarding a decline in the market price of the notes. They may also
cause the price of the notes to be higher than it would otherwise be in the absence of such transactions. The
underwriter may conduct these transactions in the over-the-counter market or otherwise. The underwriter is not
required to engage in any of these activities and may end any of these activities at any time. The underwriter may also
impose a penalty bid.

We estimate that the total expenses of this offering will be $175,000.

The notes will have the same ISIN, Common Code and CUSIP number as, and upon closing will trade
interchangeably with, the other outstanding notes in the same series. Citigroup will apply for listing and trading of the
notes on the regulated market of the Luxembourg Stock Exchange but we are not required to maintain this listing. The
prior series of notes, with which the notes offered by this prospectus supplement will be a part upon issuance, has been
approved for listing. See "Description of Debt Securities -- Listing" in the accompanying prospectus. Citigroup has
been advised by the underwriter that it presently intends to make a market in the notes, as permitted by applicable laws
and regulations. The underwriter is not obligated, however, to make a market in the
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notes and may discontinue any market making at any time at their sole discretion. Accordingly, Citigroup can make no
assurance as to the liquidity of, or trading markets for, the notes.

The underwriter and its affiliates may engage in transactions (which may include commercial banking
transactions) with, and perform services for, Citigroup or one or more of its affiliates in the ordinary course of
business for which they may receive customary fees and reimbursement of expenses.

Conflicts of Interest. Citigroup Global Markets Inc., the sole bookrunning manager for this offering, is a
subsidiary of Citigroup. Accordingly, the offering of the notes will conform with the requirements addressing conflicts
of interest when distributing the securities of an affiliate set forth in Rule 5121 of the Financial Industry Regulatory
Authority. Client accounts over which Citigroup Global Markets Inc. or any affiliate have investment discretion are not
permitted to purchase the notes, either directly or indirectly, without the specific written approval of the accountholder.

This prospectus supplement, together with the accompanying prospectus, may also be used by Citigroup's broker-
dealer subsidiaries or other subsidiaries or affiliates of Citigroup in connection with offers and sales of the notes in
market-making transactions at negotiated prices related to prevailing market prices at the time of sale. Any of these
subsidiaries may act as principal or agent in such transactions.

We expect that delivery of the notes will be made against payment therefor on or about December 14, 2011, which
is the fifth business day after the date hereof. Under Rule 15c6-1 of the Securities Exchange Act, trades in the
secondary market generally are required to settle in three business days, unless the parties to any such trade expressly
agree otherwise. Accordingly, purchasers who wish to trade the notes on the date hereof or the next business day will
be required, by virtue of the fact that the notes initially will not settle in T+3, to specify an alternative settlement cycle
at the time of any such trade to prevent a failed settlement and should consult their own advisor.

The notes are being offered globally for sale in the United States, Europe, Asia and elsewhere where it is lawful
to make such offers.

Purchasers of the notes may be required to pay stamp taxes and other charges in accordance with the laws and
practices of the country of purchase in addition to the issue price set forth on the cover page of this document.

The underwriter has agreed that they will not offer, sell or deliver any of the notes, directly or indirectly, or
distribute this prospectus supplement or the accompanying prospectus or any other offering material relating to the
notes, in or from any jurisdiction, except when to the best knowledge and belief of the underwriter it is permitted under
applicable laws and regulations. In so doing, the underwriter will not impose any obligations on Citigroup, except as
set forth in the underwriting agreement.

Notice to Prospective Investors in the European Economic Area

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive
(each, a relevant member state), with effect from and including the date on which the Prospectus Directive is
implemented in that relevant member state (the relevant implementation date), an offer of notes described in this
prospectus supplement may not be made to the public in that relevant member state prior to the publication of a
prospectus in relation to the notes that has been approved by the competent authority in that relevant member state or,
where appropriate, approved in another relevant member state and notified to the competent authority in that relevant
member state, all in accordance with the Prospectus Directive, except that, with effect from and including the relevant
implementation date, an offer of securities may be offered to the public in that relevant member state at any time to any
legal entity which is a qualified investor as defined in the Prospectus Directive.

Each purchaser of notes described in this prospectus supplement located within a relevant member state will be
deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of
Article 2(1)(e) of the Prospectus Directive.

For purposes of this provision, the expression an "offer to the public" in any relevant member state means the
communication in any form and by any means of sufficient information on the terms of the offer and the securities to be
offered so as to enable an investor to decide to purchase or subscribe the securities, as the expression may be
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