BN53 Citi Fun 27

RNS Number:9634C
Jupiter Finance Ld
15 May 2006





STOCK EXCHANGE ANNOUNCEMENT







JUPITER FINANCE LIMITED (the "Issuer")





Series of Notes to which this Announcement relates:


ISIN                      TITLE OF ISSUE                                                DATE OF ISSUE
XS0200339249              SERIES NO: 2004-006 JPY 2,000,000,000  Fixed Rate Portfolio          10 September 2004
                          Credit Linked Notes due 2010
XS0203009732              SERIES NO: 2004-009 USD 20,000,000 Floating Rate "                    13 October 2004
                          First-to-default" Credit Linked Notes due 2009
XS0205299034              SERIES NO: 2004-010 USD 20,000,000 4.82 per cent. Republic of        24 November 2004
                          Korea Credit Linked Notes due 2009
XS0212837461              SERIES NO: 2005-001 USD 50,000,000 Floating Rate Portfolio           22 February 2005
                          Credit Linked Notes due 2013
XS0225794444              SERIES NO: 2005-004 USD 35,000,000 Class C Secured Floating            2 August 2005
                          Rate Portfolio Linked Notes due 2025

(together, the "Notes")







FOR IMMEDIATE RELEASE - 15 May 2006







Change to Swap Guarantor







The Issuer has established a Secured Note Issuance Programme (the "Programme")
and has, pursuant to the Programme, issued each of the series of notes (each a "
Series of Notes") listed above. This Notice is addressed to holders of each
Series of Notes. Capitalised terms used but not defined in this Notice shall
have the meaning given to them in the terms and conditions of the relevant
Series of Notes.

In connection with each Series of Notes, the Issuer has entered into one or more
Transactions (as defined in the ISDA Master Agreement and the agreement(s)
relating to such Transactions being, together, the "Swap  Agreement") with
Citigroup Global Markets Limited (the "Swap Counterparty"). The obligations of
the Swap Counterparty under each Swap Agreement are currently guaranteed
pursuant to a guarantee (the "CGMHI Swap Guarantee") executed by Citigroup
Global Markets Holding Inc. ("CGMHI") on the date specified in the terms and
conditions of the relevant Series of Notes. Notice is hereby given that:

(a)               Following a structural re-organisation within the Citigroup
group of companies, Citigroup Inc. ("Citigroup") has executed a guarantee (the "
Citigroup Swap Guarantee") dated 12 May 2006 in respect of the Swap
Counterparty's obligations under each Swap Agreement, from which date Citigroup
will replace CGMHI as the Swap Guarantor in respect of each Swap Agreement and
CGMHI will be released from its obligations under the CGMHI Swap Guarantee.

(b)               Pursuant to the terms of a deed of amendment (the "Deed of
Amendment") dated 12 May 2006, the terms and conditions of each Series of Notes
and each related Swap Agreement will be amended to reflect the execution of the
Citigroup Swap Guarantee and the cancellation of the CGMHI Swap Guarantee. The
Trustee has consented to such amendments pursuant to Conditions 4.9 and 13.2 on
the terms and subject to the conditions of the Deed of Amendment on the grounds
that they are not materially prejudicial to the interests of the relevant
Noteholders.

Copies of the Citigroup Swap Guarantee and the Deed of Amendment are available
from the registered office of the Issuer.



Certain Information relating to Citigroup Inc.

The following information has been extracted from Citigroup's
U.S.$10,000,000,000 Programme for the issuance of Euro Medium-Term Notes, Series
B:

Citigroup is a diversified global financial services holding company whose
businesses provide a broad range of financial services to consumer and corporate
customers with more than 200 million customer accounts doing business in more
than 100 countries.  Citigroup's objects and purposes are to "engage in any
lawful act or activity for which corporations may be organized under the General
Corporation law of Delaware", as stated in Article THIRD of Citigroup's Restated
Certificate of Incorporation.  Citigroup's business is conducted through more
than 3,500 subsidiaries and affiliates. Citigroup's activities are conducted
through Global Consumer, Corporate and Investment Banking, Global Wealth
Management, and Alternative Investments. Citigroup's principal subsidiaries are
Citibank, N.A., Associates First Capital Corporation, Citigroup Global Markets
Inc., Grupo Financiero Banamex, S.A. de C.V. and The Travelers Insurance
Company, each of which is a wholly owned, indirect subsidiary of Citigroup.

Citigroup is a holding company and services its obligations primarily with
dividends and advances that it receives from subsidiaries.  Citigroup's
subsidiaries that operate in the banking, insurance and securities businesses
can only pay dividends if they are in compliance with the applicable regulatory
requirements imposed on them by federal and state bank regulatory authorities,
state insurance departments and securities regulators in the United States.
Citigroup's subsidiaries may be party to credit agreements that also may
restrict their ability to pay dividends.  Citigroup currently believes that none
of those regulatory or contractual restrictions on the ability of its
subsidiaries to pay dividends will affect Citigroup's ability to service its own
debt.  Citigroup must also maintain the required capital levels of a bank
holding company before it may pay dividends on its stock.  Each of Citigroup's
major operating subsidiaries finances its operation on a stand-alone basis
consistent with its capitalisation and ratings.

Under longstanding policy of The Board of Governors of the Federal Reserve
System, a bank holding company is expected to act as a source of financial
strength for its subsidiary banks and to commit resources to support such banks.
As a result of that policy, Citigroup may be required to commit resources to its
subsidiary banks.

Citigroup has been assigned long-term unsecured senior debt ratings of "AA-" by
Standard & Poors, "Aa1" by Moody's Investors Service and "AA+" by Fitch, and
long-term unsecured subordinated debt ratings of "A+" by Standard and Poors,
"Aa2" by Moody's Investors Service and "AA" by Fitch.

The principal office for Citigroup is located at 399 Park Avenue, New York, NY
10043.  Citigroup was established as a corporation incorporated in Delaware on
March 8, 1988 with perpetual duration pursuant to the Delaware General
Corporation Law.  Citigroup's authorized stock consists of 15 billion shares of
common stock and 30 million shares of preferred stock.  As at 31 March 2005,
there are 5,202,176,347 fully paid common stock shares outstanding.  A common
stock share carries one vote, and no pre-emptive or other subscription rights,
conversion rights.  A preferred stock share carries no general voting rights.

All of Citigroup's common stock and preferred stock are held in book entry form.
  Under U.S. law, no shareholder has to declare its holdings of voting equity in
Citigroup unless its owns 5% or more of the outstanding shares.  The only
shareholder that has exceeded the threshold is State Street Bank and Trust
Company, which has 5% of Citigroup's common stock shares.



Terms defined in the Listing Particulars or Prospectus (as applicable) have the
same meaning when used herein.



ENQUIRIES:

Arthur Cox Listing Services Limited

Owen Donnelly         + 353 1 618 0627















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

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