Citigroup Global Markets Inc. Announces Tender Offer for Any and All of Pro Rata’s Preferred Shares

NEW YORK--(BUSINESS WIRE)--Citigroup Global Markets Inc. (“Citi”) announced today that it is commencing a cash tender offer (the “Offer”) to purchase any and all of the outstanding 33,000 Preferred Shares, par value U.S. $0.01 per share (the “Preferred Shares”) issued by Pro Rata Funding Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”) for the consideration set forth in the table below (the “Offer Consideration”) and purchased by Citi in the Offer and on the terms and conditions set forth in the Offer to Purchase dated August 17, 2011 (the “Offer to Purchase”).

On September 24, 2003, the Issuer issued 33,000 shares of its Preferred Shares, par value U.S. $0.01 per share, at an initial offer price of $1,000 per share.

For each Preferred Share validly tendered (and not validly withdrawn) pursuant to the Offer prior to the Expiration Time (as defined below) and accepted for purchase by Citi, Citi will pay the Offer Consideration for such Preferred Shares set forth in the tables below.

Security	CUSIP	Number of Shares Outstanding	Offer Consideration (per share)
Preferred Shares, Par Value U.S. $0.01 Per Share	742689201 (Rule 144A Preferred Shares) G72721205 (Regulation S Preferred Shares) 742689300 (Accredited Investor Preferred Shares)	33,000	$100

The Offer is scheduled to expire at 11:59 p.m., New York City time, on September 14, 2011, unless extended or earlier terminated (the “Expiration Time”). Tendered Notes may be withdrawn at any time on or prior to 11:59 p.m., New York City time, on September 14, 2011 (the “Withdrawal Deadline”), but not hereafter. We reserve the right, subject to applicable law, to extend the Offer for any reason beyond the originally scheduled Expiration Time without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights, except under specified circumstances.

The Offer is conditioned on the satisfaction of certain conditions, as described in the Offer to Purchase. The Offer is not conditioned on financing.

August 25, 2011 is a Payment Date under the Indenture and the Fiscal Agency Agreement. Holders of record with respect to such Payment Date will be entitled to receive payments to which they are entitled as holders on such Payment Date regardless of whether they tender their Preferred Shares pursuant to this Offer.

Tenders of Preferred Shares will only be accepted in minimum denominations of 500 Preferred Shares and integral multiples of one Preferred Share in excess thereof.

Citi is a current owner of 25,275 Preferred Shares, but does not believe that it is an “affiliate” of the Issuer within the meaning of the Securities Act of 1933, as amended.

Prior to the Withdrawal Deadline, Citi has the right to terminate or withdraw the Offer if the conditions described in the Offer to Purchase are not satisfied or waived, subject to applicable law.

Additional Information

Global Bondholder Services Corporation is the Information Agent and Depositary for the Offer. Questions regarding the Offer should be directed to Citi, attention John Clements, Managing Director, Structured Credit Group at [phone] (collect). Requests for documentation should be directed to Global Bondholder Services Corporation at [phone] (for banks and brokers only) or [phone] (for all others toll-free). This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes. The Offer is being made solely pursuant to the Offer to Purchase and related documents. The Offer is not being made to holders of Preferred Shares in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

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Citi, the leading global financial services company, has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions. Citi provides consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, transaction services, and wealth management.

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