Citigroup Global Markets Australia Pty Limited

Citigroup Inc.

Mason Stevens Pty Limited (ABN 91 141 447 207, AFSL No. 351578)

Each Series of Mason Stevens Instalments (Mason Stevens Instalments) is a series of instalment warrants that enables investors to leverage their exposure to particular ASX listed Securities, referred to as Underlying Shares. The Underlying Shares for each Series are identified in the Summary Table. Please refer to Section 3 for more information on the selection of the ASX listed Securities. 

By purchasing a Mason Stevens Instalment, an investor pays a portion of the upfront cost of the Underlying Shares and borrows the balance from Citi. 

Dividends (including ordinary and special dividends, net of any tax) on the Underlying Shares will be applied to pay the Administration Fee applicable to the Mason Stevens Instalments, as disclosed in Section 6 of this PDS. Any net dividend amount remaining after the payment of the Administration Fees, will reduce the Final Instalment: and to that extent the Mason Stevens Instalments are self-funding instalment warrants.

Investors have the right to pay the Final Instalment at any time prior to the Maturity Date and receive the Underlying Shares. Mason Stevens Instalments will be traded on the ASX and so investors may sell their entire holding of Mason Stevens Instalments at any time prior to the Maturity Date on the ASX.

Investors also have the right to deliver a Request for Purchase Notice and sell the Underlying Shares to Citi, but only on the Maturity Date.

SOX Series

• As at the date of this PDS, the level of gearing for Mason Stevens Instalments is approximately 50% of the price of the Underlying Shares.
• After the date of this PDS, the level of gearing will vary depending on a number of factors including the price of the Underlying Shares and the prevailing Interest Rate as at the time your Application is accepted by Citi. Investors who apply for Mason Stevens Instalments prior to the Offer Close should be aware that the level of gearing may change significantly between the date of this PDS and the Issue Date.

The Loan is limited recourse in nature which means that, in the event of a failure by you to repay your Loan, Citi.s ability to recover the amount of the Loan (and any other amounts owing) is limited to Citi.s rights to deal with the Underlying Shares and their proceeds.

Up to approximately 10 years

For investors submitting an Application, the minimum investment amount for a Series is AUD 25,000, and the minimum additional investment amount for a Series in which the Holder already holds Mason Stevens Instalments is AUD 5,000.

The amount payable per Mason Stevens Instalment on the acquisition or purchase of Mason Stevens Instalments is variable and will depend upon, amongst other things, the price of the Underlying Shares. Investors wishing to apply for Mason Stevens Instalments after the Offer Close should contact Citi on 1300 30 70 70 or Mason Stevens on 1300 98 88 78 to obtain an indication of the relevant First Instalment and the fees payable at that time.

The Issuer will apply for the official quotation of Mason Stevens Instalments within 7 days after the date of this PDS to enable trading of the Mason Stevens Instalments on ASX. If official quotation is not granted then application monies will be returned to investors as soon as reasonably practicable after the Offer Close (without interest).

22 November 2010

SOX Series . XXXSOX (e.g. STWSOX)

6 December 2010

9 December 2010
Subject to the Mason Stevens Instalments trading on a normal basis on the Expected Quotation Date.

12 November 2010.

Mason Stevens Instalments are expected to be issued on 19 November 2010.

19 November 2020

First Instalment . This amount is variable and is paid at the time of application or purchase on ASX. The amount of the First Instalment will be dependent, at the date of purchase, on the price of the Underlying Shares, time to maturity and the prevailing Interest Rate.

Final Instalment . The Final Instalment is initially equal to the amount of the Loan granted by Citi to the Applicant. After the Issue Date, the Final Instalment amount will vary over the life of the Mason Stevens Instalments and will be increased daily by the Interest Amount and, if Dividends or Special Dividends are announced in relation to the Underlying Shares, will be reduced by any Net Dividend Amount.

For Applications received before the Offer Close, the initial amount of the Loan is fixed and is the Final Instalment amount for a Series specified in the Summary Table. As at the date of this PDS, the Final Instalment is approximately 50% of the Closing Price of the Underlying Shares on the Trading Day before the date of this PDS.

For Applications received after the Offer Close, the Loan will vary as described above and will be the Final Instalment amount as at the time the investor.s Application is accepted by Citi. The level of gearing will also vary. Investors should contact Citi on 1300 30 70 70 or Mason Stevens on 1300 98 88 78 to obtain an indication of the relevant Final Instalment amount when completing their Application Form.

Please refer to Section 1 for more information.

Interest will be charged daily by Citi on the Loan, at a rate which reflects a number of factors and costs associated with Citi advancing the Loan, including Citi.s cost of funds. All Interest Amounts will be capitalised onto the Final Instalment.

Interest Rates will be reviewed and subject to change by Citi at its discretion at any time. As at the date of this PDS, the Interest Rate is 9.50% p.a. Details of the prevailing Interest Rate can be obtained by calling Citi on 1300 30 70 70.

Each and every day (including weekends and public holidays) from the Issue Date to Maturity Date (inclusive).

Cash Application . apply for Mason Stevens Instalments by completing a Cash Application Form, which nominates the dollar amount you wish to invest in Mason Stevens Instalments.

Shareholder Application . convert an existing holding of the relevant Underlying Shares into Mason Stevens Instalments by completing the Shareholder Application Form and submitting it with a copy of the holding statements for the existing Underlying Shares. Shareholder Applications will not be accepted from trustees of self-managed superannuation funds.

Rollover Application . roll your prior series of Mason Stevens Instalments into a new Series of Mason Stevens Instalments with the same Underlying Shares by completing the Rollover Application Form and submitting it with a copy of the holding statement for the Rollover Instalments and any Rollover Payment by cheque or Bpay or direct debit.

• Pay the Final Instalment and receive full ownership of the Underlying Shares.
• Defer payment of the Final Instalment by rolling into the next series of Mason Stevens Instalments (if rollover is available).
• Deliver a Request for Purchase Notice requiring Citi to purchase the Underlying Shares for the greater of the Final Instalment or Market Value of the Underlying Shares and receive the amount (if any) by which the Market Value of the Underlying Shares exceeds the Final Instalment.
• Do nothing. Your Underlying Shares will be sold by the Trustee and you will receive the proceeds of the sale less the amount of the Final Instalment and any costs and expenses in accordance with the Order of Payment.

If at any time on any Trading Day between the Issue Date and the Maturity Date the price of the Underlying Shares for a Mason Stevens Instalment equals or is less than the Protection Trigger Level for that Mason Stevens Instalment, then a Protection Trigger Event occurs.

If a Protection Trigger Event in respect of a Mason Stevens Instalment occurs then the Underlying Shares for that Mason Stevens Instalment will be sold and the Holder will receive the greater of:

• the proceeds of the sale less the amount of the Final Instalment and any costs and expenses in accordance with the Order of Payment; and
• the Rising Protection Floor less the Final Instalment.

The Rising Protection Floor provides a minimum value for the Underlying Shares in the event that a Protection Trigger Event occurs.  This minimum value may increase over the life of the Mason Stevens Instalments, depending on the highest Closing Price of the Underlying Shares, since the Issue Date.

The Rising Protection Floor will be observed daily and is the greater of:

• 50% of the Highest Market Value of the Underlying Shares (being the highest Closing Price of the Underlying Shares on any Trading Day since the Issue Date); and
• 100% of the Final Instalment. The Final Instalment is adjusted daily for capitalised Interest and any net dividend amounts after the payment of Administration Fees.

The Protection Trigger Level for the SOX Series is 110% of the Rising Protection Floor.

Investors should read Section 4 of this PDS in relation to the risks of an investment in Mason Stevens Instalments, which are also summarised in Section 1.4 of this PDS. Warrants are speculative investments: they may be significantly less valuable at maturity and they may expire worthless.

Fees payable by the Investor

Loan Establishment Fee: A Cash Applicant must pay when submitting their Cash Application, and a Shareholder Applicant must pay using their Cashback Amount, a Loan Establishment Fee per Mason Stevens Instalment.

The Loan Establishment Fee is 2.20% of the amount advanced under the Loan (i.e. the Final Instalment) and is payable to Citi.

For Applications received before the Offer Close, the Loan Establishment Fee will be calculated on the basis of the Final Instalment amount as at the Issue Date.

For Applications received after the Offer Close, the Loan Establishment Fee will be calculated on the basis of the Final Instalment amount as at the time your Application is accepted by Citi. Please contact Citi on 1300 30 70 70 or Mason Stevens on 1300 98 88 78 to obtain an indication of the Loan Establishment Fee when you complete your Application Form.

More details of the Loan Establishment Fee are provided in Section 6 of this PDS.

Adviser Fee: A Cash Applicant must pay when submitting their Cash Application, and a Shareholder Applicant must pay using their Cashback Amount, an Adviser Fee per Mason Stevens Instalment.

The Adviser Fee is either 0% or 1.10% (as agreed between you and your financial adviser) of the Purchase Price of an Underlying Share. The Adviser Fee is payable to Citi who collects it and pays it to your financial adviser. Citi does not retain for its own benefit any of the Adviser Fee.

For Applications received before Offer Close, the Adviser Fee will be calculated on the basis of the Purchase Price of an Underlying Share as at the Issue Date.

For Applications received after the Offer Close, the Adviser Fee will be calculated on the basis of the Purchase Price of an Underlying Share as at the time your Application is accepted by Citi. Please contact Citi on 1300 30 70 70 or Mason Stevens on 1300 98 88 78 to obtain an indication of the Adviser Fee when you complete your Application Form.

More details of the Adviser Fee are provided in Section 6 of this PDS.

Rollover Fee: A Rollover Applicant must pay when submitting their Rollover Application, either in cash or using their Cashback Amount, a Rollover Fee per Mason Stevens Instalment.

The Rollover Fee is the aggregate of the Rollover Adviser Fee, being either 0% or 0.55% (as agreed between you and your financial adviser) of the Purchase Price of an Underlying Share and the Rollover Arranger Fee, being either 0% or 0.55% (as agreed between Citi and the Arranger) of the Purchase Price of an Underlying Share.

The Rollover Adviser Fee is payable to Citi who collects it and pays it to your financial adviser.  Citi does not retain for its own benefit any of the Rollover Adviser Fee.

The Rollover Arranger Fee is payable to Citi who will pay an amount equal to any Rollover Arranger Fee to the Arranger. 

For Applications received before Offer Close, the Rollover Fee will be calculated on the basis of the Purchase Price of an Underlying Share as at the Issue Date.

For Applications received after the Offer Close, the Rollover Fee will be calculated on the basis of the Purchase Price of an Underlying Share as at the time your Application is accepted by Citi. Please contact Citi on 1300 30 70 70 or Mason Stevens on 1300 98 88 78 to obtain an indication of the Rollover Fee when you complete your Application Form.

Details of the Rollover Fee are provided in Section 6 of this PDS.

Administration Fee: An Administration Fee will be determined as of each Ex-Dividend Date and will be payable out of any net Dividends or Special Dividends announced in respect of the Underlying Shares. This fee is payable to Citi who will pay an amount equal to the Administration Fee to the Arranger. Details of the Administration Fee and how it is paid are provided in Section 6 of the PDS.

Fees payable by Citi
The following fees are at no additional cost to investors:

Arranger Fee: Citi may pay the Arranger, in respect of Cash Applicants and Shareholder Applicants, an upfront fee of 2.20% of the Final Instalment. This fee is at no additional cost to investors.

Trailing Fees: Citi may pay advisers a trailing fee of 0.275% (including GST if applicable) of the Final Instalment, and the percentage amount of this fee may, at Citi.s absolute discretion, be increased to a maximum of 0.55% (including GST if applicable) of the Final Instalment.

Citi may pay the Arranger a trailing fee of 0.25% (including GST if applicable) of the Final Instalment, and the percentage amount of this fee may, at Citi.s absolute discretion, be increased to a maximum of 1.00% (including GST if applicable) of the Final Instalment.

Any such trailing fees paid by Citi will be at no additional cost to investors.

STWSOX

SPDR® S&P/ASX 200 Fund

STW

$22.80*

19 November 2020

40 Million

SFYSOX

SPDR® S&P/ASX 50 Fund

SFY

$22.20*

19 November 2020

40 Million

SLFSOX

SPDR® S&P/ASX 200 Listed Property Fund

SLF

$4.00*

19 November 2020

40 Million

SYISOX

SPDR® MSCI Australia Select High Dividend Yield Fund

SYI

$12.50*

19 November 2020

40 Million