final pricing supplement ekiti state bond · pricing supplement (“supplementary shelf...

PRICING SUPPLEMENT (“SUPPLEMENTARY SHELF PROSPECTUS”)

TO THE SHELF PROSPECTUS DATED DECEMBER 9, 2011

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This document is important and should be read carefully. If you are in any doubt about its contents or the action to take, kindly

consult your Accountant, Banker, Solicitor, Stockbroker, or an Independent Investment Adviser for guidance immediately. For information concerning certain risk factors which should be considered by prospective investors see 'risk factors ‘from pages 20-

22 investment in this bond is strictly for Qualified Investors.

EKITI STATE GOVERNMENT OF NIGERIA Offer for Subscription of N20,000,000,000 14.5% Fixed Rate Bond Due 2018

Under The Ekiti State Government of Nigeria N25,000,000,000.00 Bond Issuance Programme

Issue Price: N1,000 Payable in full on Application

Application list Opens: November 28, 2011

Application list Closes: December 08, 2011

This Pricing Supplement (“Supplementary Shelf Prospectus”) is prepared for the purpose of Rule 40(C) of the Rules and Regulation of the Securities & Exchange Commission (“the Commission” or SEC) in connection with the N25,000,000,000.00

Bond Issuance Programme established by Ekiti State Government of Nigeria (“the Issuer”). This Pricing Supplement is supplemental to, and should be read in conjunction with, the Shelf Prospectus dated December 9, 2012 and any other supplements to the Shelf Prospectus to be issued by the Issuer. Terms defined in the Shelf Prospectus have the same meaning

when used in this Pricing Supplement.

To the extent that there is any conflict or inconsistency between the contents of this Pricing Supplement and the Shelf Prospectus, the provisions of this Pricing Supplement shall prevail. This Pricing Supplement may be used to offer and sell the

Bonds only if accompanied by the Shelf Prospectus. Copies of the Shelf Prospectus can be obtained from any of the Joint Issuing Houses.

The registration of the Shelf Prospectus and this Pricing Supplement shall not be taken to indicate that the Commission endorses or recommends the Bonds or assumes responsibility for the correctness of any statements made or opinions or reports

expressed in the Shelf Prospectus or this Pricing Supplement. No Bonds will be allotted or issued on the basis of the Shelf Prospectus read together with this Pricing Supplement later than two years after the date of the issue of the Shelf Prospectus.

This Pricing Supplement contains particulars in compliance with the requirements of the Commission for the purpose of giving

information with regards to the Securities being issued hereunder (the “Tranche 1 Bonds” or “Bonds”). Application has been made to the Council of the Exchange for the admission of the Bonds to the Daily Official List of the Exchange. The Bonds now

being issued will upon admission to the Daily Official List qualify as a security in which Trustees may invest under the Trustee Investments Act, Cap T22, Laws of the Federation of Nigeria, 2004. The Bonds also qualify as a Government security under

Section 20(1)(g) of the Personal Income Tax Act, Cap P8, LFN, 2004 as well as Section(19)(2) of the Companies Income Tax Act, Cap C21, LFN, 2004.

The Issuer accepts full responsibility for the accuracy of the information contained in this Pricing Supplement. The Issuer declares that having taken reasonable care to ensure that such is the case, the information contained in this Pricing Supplement

is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect the import of such information and that save as disclosed herein, no other significant new factor, material mistake or inaccuracy relating to the

information included in the Shelf Prospectus has arisen or has been noted, as the case may be, since the publication of the Shelf Prospectus. Furthermore, the material facts contained herein are true and accurate in all material respects and the Issuer

confirms that, having made all reasonable enquiries, to the best of its knowledge and belief, there are no material facts, the omission of which would make any statement contained herein misleading or untrue.

LEAD ISSUING HOUSE/LEAD BOOK RUNNER

GREENWICH TRUST LIMTED

RC 189502

JOINT ISSUING HOUSES/CO- BOOK RUNNERS

UBA CAPITAL LIMITED RC 444999

SKYE FINANCIAL SERVICES LIMITED

RC 672560

FIDELITY BANK PLC RC 103022

FBN CAPITAL IMITED RC 446599

CAPITAL BANCORP LIMITED RC 114135

MORGANCAPITAL

SECURITIES LIMITED RC 306609

CHAPEL HILL ADVISORY

PARTNERS LIMITED RC622258

BGL PLC RC223042

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FINAL TERMS OF TRANCHE 1 BONDS

1. Issuer: Ekiti State Government of Nigeria

2. Tranche Number: 1

3. Type of Bond: Fixed Rate Bonds

4. Principal Amount: N20,000,000,000.00 Naira.

5. Tranche 1 Bonds

Limit: The Upper Limit of the Tranche 1 Bonds shall not exceed an aggregate amount of N20,000,000,000.00.

6. Enabling Law: Ekiti State Bonds, Notes and Other Securities Issuance Law 2011.

7. Issuer Rating: Bb+: (Rating by Augusto & Co Limited) September 2011

BBB: (Rating by Global Credit Rating) October 2011

8. Bond Rating: A: (Rating by Augusto & Co Limited) September 2011

A- :(Rating by Global Credit Rating) October 2011

9. Par Value: N1,000.00 (One Thousand Naira).

10. Units of Sale: Minimum of 10,000 units and multiples of 1,000 units thereafter.

11. Coupon: 14.5%

12. Currency: Nigerian Naira.

13. Redemption: The Bonds will be fully amortized by 14 (fourteen) equal scheduled payments of N2,383,181,207.94 on each Payment Date (being the interest amount and scheduled redemption amount due and payable on each Payment Date).

14. Early Redemption: The Issuer may in three (3) years after the issuance, in its sole

discretion, redeem all or part of the outstanding Bonds at 100% par value plus the interest accrued but unpaid from the last Coupon Payment Date and an Early Redemption charge of 2%.

15. Method of

Offering: Offer for Subscription by way of Book Building.

16. Offer Opens: November 28, 2011

17. Offer Closes: December 08, 2011

18. Maturity: 2018.

19. Tenor: 7 years.

20. Day Count

Fraction: Actual/Actual: Coupon will be calculated on the basis of the actual number of days (365 or 366) in each year.

21. Repayment: The Coupon and Principal on the Bonds will be payable semi-annually in arrears in equal instalments commencing six months from the date of allotment of the Bonds till the Maturity Date of the Bonds.

22. Coupon Commencement Date:

Coupon on Bond will accrue from the Completion Meeting Date when applicants are expected to fund their application.

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23. Business day

Convention: Modified Following: Where a coupon Payment Date falls on a non-Business Day, such payment shall be postponed to the next day which is a Business Day. If it falls into the next calendar month, such Coupon Payment Date shall be brought forward to the immediately preceding Business Day.

24. Tax Qualification: All payments made to Bondholders shall be free and clear of Withholding, State and Federal Income and Capital Gains Taxes with no deduction made whatsoever at source in accordance with FGN tax policy on bonds.

25. Listing: An application has been made to the council of the Nigerian Stock

Exchange for the admission of the Bonds to its Daily Official List.

26. Status: Registered and Listed Bonds.

27. Security: The Bond will be constituted under a Supplemental Trust Deed which

provides for the maintenance of a Sinking Fund managed by the Joint Trustees who shall hold a charge in favour of the Bondholders. The Bond will also be fully backed by an Irrevocable Standing Payment Order (“ISPO”) issued by the State to the Accountant General of the Federation. The ISPO authorizes direct deductions from the States monthly Federal Allocation of such sums required to service the Bond.

28. Sinking Fund: Monthly payments shall be made in an amount equal to the principal and

interest including all other monies (if any) due and payable by the Issuer in respect of the Bonds into a Sinking Fund held by the Trustees as set out in the Supplemental Trust Deed.

29. Qualified Investors Investors that are permitted to participate in the offer include Qualified

Institutional Investors and High-Net-Worth Individuals as defined by the SEC Rules and Regulations 78 (C)(2).

30. Form of Bonds: The Bonds shall be a Fixed Rate Bonds and shall be freely transferable in

accordance with the provision of the Supplemental Trust Deed and subject to a prospectus prepared on behalf of the State by duly appointed Issuing Houses.

31. Allotment Schedule: The Allotment Schedule will be filed by the Lead Book Runner with the

SEC after the allotment of the Bonds at the Completion Meeting in accordance with the provisions of the SEC Rules and Regulations 78 (C)

32. Governing Law: Nigerian Law:

- The Constitution of the Federal Republic of Nigeria, 1999 - The Fiscal Responsibility Act, 2007 - Investments and Securities Act, 2007 - Ekiti State Bonds, Notes and Other Securities Issuance Law 2011.

33. Appendix (i) Appendix A- Tranche 1 Time Table

(ii) Appendix B- Monthly Deduction/Remittance (iii) Appendix C- Procedure For Application And Allocation/Allotment (iv) Appendix D- Commitment/Bid Form

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USE OF PROCEEDS

Ekiti State was created on October 1, 1996 under the Military Administration of Late General Sani Abacha from the then Ondo State. The State is bordered by Kwara and Kogi State to the North, Osun State to the West and Ondo State to the East and to the South. The State is majorly an agrarian State as agriculture accounts for over 75% of the income and employment of the total population of the State. However, due to the lack of proper infrastructure in the State, its potentials for revenue generation have largely been untapped thereby hampering growth. The following are some of the crops produced in the State: Cocoa, Sugar Cane, Coffee, Cola Nut, Cashew, Oil Palm and Coconut.

In order to boost the socio-economic development of the State, the Executive Council has put together strategic infrastructural projects to be financed with the proceeds of the Bonds such as Road constructions, Water Works Expansion and an Ultra Mordern Market. The estimated net proceeds of the 1st Tranche is N19,370,000,000 after the deduction of issue costs of N629,700,000.00 representing 3.15% from the principal amount of the Bond and will be applied towards the following: Schedule of Proceeds

S/N List of Projects to be

financed with the

Bond

Location Estimated Project Cost (N)

Project %

Duration

1 * Refinancing of Local

Loans (Loans from

Nigerian Banks)

1,354,970,377.33 7.00%

2 Ado Water Works Expansion Ado Ekiti 335,500,000 1.73% 12 months

3 Ero Water Works/Dam Scheme

Expansion Ikun-Ekiti Moba

(LGA)

468,645,000 2.42% 12 months

4 Ekiti State School of

Agriculture

Expansion

Oye (LGA)

750,000,000 3.87% 365 days

5 Road Construction 9,678,184,623 49.96% Refer to Page 7

6 Lagos Liaison Office Reconstruction Lagos 500,000,000 2.58% 18 months

7 Ultra Modern Market Construction Ado Ekiti 2,750,000,000 14.20% 18 months

8 Ultra Modern Civic Centre

Construction Ado Ekiti 1,000,000,000 5.16% 24 months

9 Governor's House Construction Ado Ekiti 633,000,000 3.27% 20 months

10 Governor's Office Construction Ado Ekiti 400,000,000 2.07% 24 months

11 ** Ikogosi Warm Spring Development Company

Limited

Redevelopment Ikogosi 1,500,000,000 7.74% 24 months

Total Project Cost 19,370,300,000.00

* Outstanding Obligations of the State

Banks Principal Drawdown (N) Proposed Repayment (N)

Oceanic Bank International Plc 2,000,000,000 1,243,048,496.53

Wema Bank Plc 250,000,000 111,921,880.80

2,250,000,000 1,354,970,377.33

** Revamping of the entire resort facility, construction of new chalets, conference facility etc.

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USE OF PROCEEDS (CONT’D)

Extract of the Feasibility Report

Repayment of outstanding Bank Loans:

The outstanding obligations of the State as at July 31, 2011

Banks Amount (N)

Oceanic Bank International Plc 1,243,048,496.53

Wema Bank Plc 111,921,880.80

1,354,970,377.33

RENOVATION OF ADO EKITI WATER WORKS Project objective:

UNDP Human Development Report 2006 concluded that “Delivering clean water, removing wastewater and providing sanitation are the three of the most basic foundations of human progress”. It is therefore against this background that clean water is very essential for the residents of Ado municipality of Ekiti State. The current administration is committed to ensure that there is availability of potable water to over 90% of Ekiti people. In order to ensure that this God-given gift is made available across the nooks and crannies of the State, intends to earmark funds towards the rehabilitation, sustainability and maintenance of various water schemes in the State. Out of the amount set aside for the rehabilitation of the various water schemes in the State, the Turn Around Maintenance of the Ado Headworks will be undertaken as a pilot scheme to demonstrate the Government’s commitment with a view to providing 60% public water supply coverage over the next 12 months.

Benefits:

• The rehabilitation of the Ado Headworks will help to provide constant and sustained pipe-borne water to the people of Ado Metropolis.

• This will also help improve the health status and hygiene of the people of Ado Ekiti.

• The State’s revenue base will be enhanced. Cost and Duration

The total cost of the Project is N335,500,000 and while the completion time frame is 12 months

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TURN-AROUND MAINTENANCE/REHABILITATION OF ERO DAM Project Objective:

The Ero Dam Scheme aims at three main goals; Flood protection, Agricultural development and Provision of portable water. The Turn-around maintenance/Rehabilitation of the Ero Dam will lead to an expansion of the catchment area supplied by the dam. About nine (9) Local Government Areas in the State will now be adequately provided for under the water scheme. Benefits:

• Access to pipe borne/portable water;

• Enhanced health and wellbeing resulting from reduction in water borne diseases

• Reduction in Air pollution

• Additional revenue stream resulting from sale of portable water to neighbouring states.

• Enhance private and corporate work/business motivation by state citizenry.

• Enhanced income arising directly from increased productivity(greatly reduced water borne diseases and accompanying downtime)

• A net migration of skilled workers to Ekiti State resulting from a wealthier and more stable state able to pay higher wages; and also due to improved living standards as a direct consequence of portable pipe borne water, reduced diseases

• A new and stabilized State/state Government, emerging as a regional hub in South West Nigeria, arising from its global standards of wellbeing, health e.t.c (MDGs Compliant)

Cost and Duration:

The total cost of the Project is N468,645,000 with a gestation period of 12 months. EKITI STATE SCHOOL OF AGRICULTURE

Project Objective:

The concept for Ekiti State school of Agriculture in Nigeria is largely underscored by the obvious dearth in indigenous skilled manpower required to drive and keep the Agriculture industry running optimally.

The School of Agriculture is being established to provide a parallel learning alternative to young individuals who have a passion for the development of the agriculture sector but have not been exposed to formal learning to any appreciable level.

The School of Agriculture has an Objective to train youths in the arts and scheme of modern Agriculture and make Agriculture an attractive inevitable venture for the youths in the state, thereby increasing Agriculture production for domestic consumption, earn foreign exchange and propel Agro-Industrial development.

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Benefits:

Provision of world class learning, first for the Ekiti youths and ultimately the Nigerian youths in general. The School will leverage the vast expertise and experience of Ekiti indigenes who are agriculture practitioners and will bring to bear their wealth of intellectual and practical resources and robust network of reputable agriculture establishments on this venture. Cost and Duration

The Project cost is estimated at N750,000,000 with a gestation period of 376 days. CONSTRUCTION OF ROADS Project Objective:

The basic objective of completing this project is to improve the general well-being of the teaming populace in the State, through massive road construction to create road network to various segments of the State, thereby making it easier for farmers to transport their farm produce to the desired market at appropriate time.

Benefits:

• It will boost both the agricultural and other economic activities in the State.

• It will be a great achievement by government in providing enabling environment to small and medium enterprises operating in the State and encourage more of such enterprises to come over to the State.

• It will boost generation of employment opportunities for the teaming populace.

Cost and Duration

S/N Project Client Contractor Duration

Estimated

Cost N'000 Length Location Completion

1 Ijan-Ise Road (Rehabilitation)

Ministry of Works and

Infrastructure None 52 weeks 769,407 17 km

Gbonyin via Ise Otun Local

Government Area Nil

2 Otun-Osan-Ora Road (Reconstruction)


Infrastructure None 38 weeks 497,500 7.8 km Moba Local Government Area Nil

3 Igede-Awo-Ido Road (Rehabilitation)


Infrastructure None 26 weeks 1,178,374 24 km

Irepogiun /Ifeiodun via Ido/Osi

Locoal Government Area Nil

4 Igbara Odo-Ikere Road (Rehabilitation)



Ekiti South West/ Ikere Local

Government Area Nil

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Ikogosi-Ipole Iloro -Waterfalls -Efon

Alaaye Road (Rehabilitation)



Ekiti South West/ Efon Local

Government Area Nil

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Dualization of Ojumose-Old Garrage

Road (Construction)


Infrastructure None 24 weeks 1,142,074 1 km Ado Local Government Area Nil

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Dualization of Nitel- Atikankan Road

(Construction)


Infrastructure None 24 weeks 1,320,277 1 km Ado Local Government Area Nil

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Ijero-Ipoti-Iloro-Aiyetoro Road

(Rehabilitation)


Infrastructure None None 1,135,241 17 km

Oye/Moba Local Government

Area Nil

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Onisanjana 132/133KVA- Deeper Life

Church-Ikere Road (Construction)


Infrastructure J.P Sigma 24 weeks 574,000 9.2 km Ado Local Government Area 1.80%

10 Oye-Ayede-Isan-Otun Road


Infrastructure None 24 weeks 1,159,000 27.5 km

Ekiti South West/ Ijero Local

Government Area 19.58%

11 Ado Ilawe Road (Rehabilitation)


Infrastructure None 24 weeks 361,000 10.5 km

Ado LG/Ekiti South West LG

Area 8.00%

9,678,184

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LAGOS LIAISON OFFICE

Project Objective:

The construction of the liaison in Lagos would facilitate the administrative function of the State and serve as a reference point for indigenes and potential investors seeking information on business opportunities, education, tourism, health care services and other programmes of the State Government. It would also serve as a representative office for the State when channeling external resources to the State. The project consists of the construction of a mixture of office blocks and residential blocks guest houses. The office blocks will house the different arms of government ie the ministries and agencies which need to be represented outside the State to facilitate the implementation of State programmes and policies. The residential units will be used to house visiting State Government functionaries and guest of the State Rather than spend large sums of money on hotels this will provide a viable alternative. Benefits:

• The liaison office would act as a conduit of information to communicate and promote its policies and programmes to all stakeholders.

• It will serve as part of the administrative infrastructure of the State Professionals

from the State Ministries and Agencies can coordinate their activities from this base.

• It will serve also as reference point for the large Diaspora community of Ekiti

indigenes who reside in Lagos.

The liaison office will serve as an initial point for hosting international guests that will be visiting the State As the Liaison office is located close to the International Airport in Lagos most foreign dignitaries and representatives of International bodies will visit the liaison office first before going to the State

• The Executive Governor Honourable Commissioners Members of House of

Assembly and Senior Civil Servants will use the Liaison Office whenever they are in Lagos on official duties. This will reduce the requirement for hotel allowances thereby reducing pressure on State finances.

Cost and Duration:

The estimated cost of the project is N500,000,000 with a gestation period of 18 months. ULTRA MODERN MARKET ADO-EKITI

Project objective:

The AdoEkiti Ultra Modern Market is envisaged as a multipurpose commercial and business area and will serve as a key destination for the city its visitors and tourists.

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It shall consist of a combination of well-ventilated 400 lockup shops and 300 market shops and 4 large warehousing facilities were traders can store goods purchased in bulk. The modern market will also have adequate parking spaces for at least 200 cars, a mini police post office, spaces for mini bank branches, a mini food court, waste facilities and adequate sanitation facilities to cater for the traders and visitors.

Benefits:

• The project will provide a conducive and secure environment for commercial

activities in the city.

• It will bring under one area all unorganized trading points scattered across the Ado Ekiti metropolis and halt the abuse of the Ado Ekiti development master plan It will discourage local developers that indulge in doting shops all over the state capital.

• It will propel the local economy, attract wholesale merchants from across the country and elevate commercial activity, which will have a multiplier effect.

• The market will also attract investment in other sectors of the State economy.

• It will also reduce to some extent the unemployment in the State. Interested and qualified individuals can obtain loans through government programmes or from the private sector to start businesses.

• It will be a good source of internally generated revenue for the State through taxes and levies on economic activities in the market.

• It will serve as a meeting point for residents visitors and tourists.

Cost and Duration

The total cost of the project is N2,750,000,000 and is expected to be completed in 18 months.

ULTRA MODERN CIVIC CENTRE ADO-EKITI

Project Objective:

The Ultra Modern Civic Centre will be a focal point in the city serving the Government, residents, tourists and the business community with a unique structure well suited for the local activities of the State. The centre will consist of banqueting halls meeting rooms, conference facilities, a gallery and office space. It will also have a car park that can accommodate at least 1000 cars excellent catering and kitchen facilities and waste systems. Benefits:

• The Civic Centre will serve as a convention centre for local public and private

events thereby boosting commercial activities in the city.

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• It will provide a venue for government functions seminars trainings and

gatherings.

• It will be a great arena for town hall meetings in which the State Government can meet and engage her people thereby bringing the Government closer to her people.

• It will serve as a meeting point for people in the State as well as visitors to the State

• It will be a major tourist attraction in the State due to its magnificence and architectural design.

• The facilities can also be used for trade exhibitions Company Annual General Meetings and Company Retreats This will attract more people from outside the State thereby bringing additional income to the State.

• It could also be a source of Internally Generated Revenue via income from rents rates and taxes.

Cost and Duration:

The estimated cost of the project is expected to be N1,000,000,000 while the development period of the project is 24 months.

GOVERNMENT HOUSE

Project Objective:

Since the creation of the State on October 1 1996 a permanent residence for the Governor has not been established. Successive civilian governments had adopted temporal measures to solve the problem. The official residence of the Executive Governor is very important as it plays a part in hosting dignitaries both local and International that visit the State It also says a lot about the people of the State their culture and character The Government House shall comprise of the following;

• Well furnished rooms that are ensuite with at least 2 VIP suites for the Governor and a special guest;

• A Study Office for the Executive Governor; • Well furnished Living Rooms; • Gym with facilities for light sport; • A garden area for outdoor meetings and relaxation Security Post at the gate and

auxiliary security quarters that will house the security team of the Governor; • A car park; • Backup Power Systems in case of power outage; • Clean Water System; • Central Sewage System and • Living quarters for auxiliary staff.

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Benefits:

• The Government House shall accommodate the Executive Governor in the State

thereby bring to rest the issue of temporary accommodation.

• It will be a meeting point for the citizens to engage the Governor on issues relating to the State.

• Due to its architectural design and aesthetics the Government House it will be a

major tourist attraction.

• It will also be a substitute office for the Executive Governor as the job has immense demands.

Cost and Duration

The project has an estimated cost of N633,000,000, while the life span of the project is expected to be completed in 20 months. GOVERNOR OFFICE ADO-EKITI

Project objective: The lack of stable government over the years has affected the planning and execution of a number of projects in the State one of which is the administrative seat of the Chief Executive of the State in Ado-Ekiti. Previous Governments have had to make due with temporal facilities and the Office of the Governor has been moving from one location to another over the years.

Benefits:

• The Governor Office is the seat of power of the State It is the most important

office in the State as it carries the direction hopes and aspirations of the citizens of the State.

• The Governor Office will bring together all the units within Office of the Executive

Governor in one area under one roof This will promote efficiency of processes and systems

• It will be a reference point for the citizens of the State Citizens can engage the

Governor and his direct staff It will be strategic in communicating with the media and the people of the State.

• It will also be meeting point for the Commissioners Members of the of Assembly

Local Government Chairman etc Cost and Duration:

The estimated cost of the entire project is N400,000,000 while the life span of the project is expected to last 24 months.

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IKOGOSI WARM SPRINGS & RESORT DEVELOPMENT

Project objective:

The Ikogosi Warm Spring is located in a small quiet town in Ekiti West Local Government area of Ekiti State and is fast becoming a viable tourism destination within and outside Nigeria. To preserve the ecosystem and its natural ambiance the Government has not touched the area. Upon completion of the project, we expect that the Internally Generated Revenue of the State would increase. Benefits:

• Increased patronage by local and foreign tourist and visitors;

• Increase in the Internally Generated Revenue;

• Provision of Job Opportunities for the growing populace; and

• Enhancement of Industrial Development of the State. Cost and Duration:

The estimated cost of the entire project is N1,500,000,000 while its gestation period is 24 months .

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DECLARATION BY THE ISSUER

On behalf of the State Executive Council, we hereby make the following declarations: MATERIAL ADVERSE CHANGE

Except as stated in the Shelf Prospectus dated xx20, 2011 and this Pricing Supplement, we hereby confirm that there has been no significant change or adverse material change in the financial position or prospects of the State since December 31, 2010.

RESPONSIBILITY

The Issuer accepts full responsibility for the accuracy of the information contained in this Pricing Supplement which when read together with the Shelf Prospectus, contains all information that is relevant to the issue of the Bonds.

Signed for and on behalf of the Ekiti State Government of Nigeria By its duly authorized representatives:

____________________ _______________________ Mr. Dapo Kolawole Barr. Dayo Akinlaja Hon. Commissioner for Finance Hon. Attorney-General/Commissioner Budget and Economic Development for Justice

________________________ Dr. Kayode Fayemi

Executive Governor of Ekiti State

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FINANCIAL REPORT

LETTER FROM THE REPORTING ACCOUNTANTS ON THE FINANCIAL PROJECTIONS

30 May, 2011

The Honorable Commissioner of Finance, Budget And Economic Development Ministry of Finance and Economic Development GRA, Ado-Ekiti Ekiti State

The Directors UBA Capital Limited 6th Floor, UBA House 57, Marina Lagos.

The Directors Capital Bancorp Limited 3rd & 4th Floors 9/11, Macarthy Street Onikan Lagos

The Directors MorganCapital Securities Limited The Pent Floor 3, Biaduo Street, Off Keffi Street South-West Ikoyi Lagos

And And And And The Directors Greenwich Trust Limited Plot 1698A, Oyin Jolayemi Street Victoria Island Lagos

The Directors FBN Capital Limited 16, Keffi Street South West Ikoyi Lagos

The Directors Chapel Hill Advisory Partners Limited 45, Saka Tinubu Street Victoria Island Lagos

The Directors BGL Plc No 12A, Catholic Mission Street Lagos Island Lagos

And And The Directors Fidelity Bank Plc Fidelity Plaza 2, Kofo Abayomi Street Victoria Island Lagos

The Directors Skye Financial Services Limited Plot 287, Ajose Adeogun Street Victoria Island Lagos

Dear Sirs,

We have reviewed the Basis and Assumptions made in preparing the Financial Projections of Ekiti State for which the Accountant-General of the State is solely responsible for the seven years ending 31 December, 2017.

In our opinion, the Financial Projections so far as the Basis and Assumptions are concerned, have been properly compiled based on the Assumptions made by the Accountant-General and are presented on a basis consistent with the accounting policies normally adopted by the State.

Yours faithfully

BALOGUN BADEJO & CO

(Chartered Accountants)

REPORTING ACCOUNTANTS



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FINANCIAL REPORT

CASH FLOW PROJECTIONS FOR THE

YEAR ENDING 31 DECEMBER

2011 2012 2013 2014 2015 2016 2017 2018

N'000 N'000 N'000 N'000 N'000 N'000 N'000 N'000

CASH INFLOWS:

STATUTORY ALLOCATIONS 24,000,000 30,000,000 32,100,000 34,347,000 36,751,290 39,323,880 42,076,552 45,021,911

VALUE ADDED TAX 5,000,000 6,500,000 6,955,000 7,441,850 7,962,779 8,520,174 9,116,586 9,754,747

EXCESS CRUDE OIL PROCEEDS 6,000,000 7,200,000 7,704,000 8,243,280 8,820,310 9,437,731 10,098,372 26,809,836

INTERNALLY GENERATED REVENUE 10,615,350 13,269,188 15,923,025 18,311,479 20,142,627 22,156,889 24,372,578 10,805,259

DRAW-DOWN ON FOREIGN LOAN 3,000,000 3,600,000 3,780,000 3,969,000 4,167,450 4,375,823 4,594,614 4,824,344

MDG's CONDITIONAL GRANT 1,000,000 1,200,000 1,260,000 1,323,000 1,389,150 1,458,608 1,531,538 1,608,115

REFUND ON FEDERAL ROADS 2,000,000 2,400,000 2,520,000 2,646,000 2,778,300 2,917,215 3,063,076 3,216,229

ECOLOGICAL FUNDS 1,000,000 1,200,000 1,260,000 1,323,000 1,389,150 1,458,608 1,531,538 1,608,115

SUNDRY RECEIPTS 3,163,765 3,954,705 4,350,176 4,785,194 5,263,713 5,790,084 6,369,093 7,006,002

55,779,115 69,323,893 75,852,201 82,389,803 88,664,769 95,439,012 102,753,947 110,654,558

CASH OUTFLOWS:

PERSONNEL COSTS 6,763,160 7,304,213 7,523,339 7,749,039 7,981,510 8,220,957 8,467,584 8,721,612

PENSION AND GRATUITY 1,850,000 1,905,500 1,962,665 2,021,545 2,082,191 2,144,657 2,208,997 2,275,267

OVERHEADS COSTS 3,007,675 3,158,059 3,315,962 3,481,759 3,655,848 3,838,640 4,030,572 4,232,101

TRANSFER TO OTHER FUNDS 6,305,901 6,621,196 6,952,256 7,299,868 7,664,862 8,048,105 8,450,510 8,873,036 GRANTS TO PARASTATALS & TERTIARY

INSTITUTIONS 13,224,399 13,885,619 14,579,899 15,308,895 16,074,340 16,878,057 17,721,959 18,608,058 CAPITAL EXPENDITURE 39,858,816 27,901,171 29,296,230 30,761,041 32,299,094 33,914,048 35,609,751 37,390,238

EXPENSES OF GENERAL NATURE 221,103 227,736 234,569 241,606 248,854 256,319 264,009 271,929 PUBLIC DEBTS CHARGES 198,341 204,291 210,420 216,733 223,235 229,931 236,830 243,935

ISSUING COST 629,700 - - - - - - -

72,059,095 61,207,785 64,075,340 67,080,486 70,229,934 73,530,714 76,990,212 80,616,176

NET CASH FLOWS FROM OPERATING

ACTIVITIES (16,279,980) 8,116,108 11,776,861 15,309,317 18,434,835 21,908,298 25,763,735 30,038,382 CASH FLOWS FROM FINANCING

ACTIVITIES

PROCEEDS FROM BOND ISSUE 20,000,000 - - - - - - -

REPAYMENT OF BOND (2,825,000) (2,825,000) (2,825,000) (2,825,000) (2,825,000) (2,825,000) (2,825,000) (2,825,000)

REPAYMENT OF EXTERNAL LOANS (364,005) (374,925) (386,173) (397,758) (409,690) (421,981) (434,641) (447,680)

REPAYMENT OF INTERNAL LOANS (1,601,238) (991,243) (991,243) (991,243) - - - -

NET CASH FLOWS FROM/ (TO) FINANCING ACTIVITIES 15,209,757 (4,191,168) (4,202,416) (4,214,001) (3,234,690) (3,246,981) (3,259,641) (3,272,680)

16

FINANCIAL REPORT

CASH FLOW PROJECTIONS FOR THE YEAR ENDING

31 DECEMBER

2011 2012 2013 2014 2015 2016 2017 2018 N'000 N'000 N'000 N'000 N'000 N'000 N'000 N'000

NET (DECREASE)/INCREASE IN CASH AND CASH

(1,070,223)

3,924,940

7,574,445

11,095,316

15,200,145

18,661,317

22,504,094

26,765,702

EQUIVALENTS

CASH & CASH EQUIVALENTS AT 1 JANUARY

2,609,029

1,583,806

5,463,746

13,038,191

24,133,507

39,333,652

57,994,969

80,499,063

CASH & CASH EQUIVALENTS AS AT 31 DECEMBER

1,583,806

5,463,746

13,038,191

24,133,507

39,333,652

57,994,969

80,499,063

107,264,765

17

FINANCIAL REPORT

REVENUE AND EXPENDITURE

PROJECTIONS FOR THE YEAR ENDING 31

DECEMBER

2011 2012 2013 2014 2015 2016 2017 2018

N'000 N'000 N'000 N'000 N'000 N'000 N'000 N'000

REVENUE

STATUTORY ALLOCATIONS 24,000,000 30,000,000 32,100,000 34,347,000 36,751,290 39,323,880 42,076,552 45,021,911

VALUE ADDED TAX 5,000,000 6,500,000 6,955,000 7,441,850 7,962,779 8,520,174 9,116,586 9,754,747

EXCESS CRUDE OIL PROCEEDS 6,000,000 7,200,000 7,704,000 8,243,280 8,820,310 9,437,731 10,098,372 10,805,259

INTERNALLY GENERATED REVENUE 10,615,350 13,269,188 15,923,025 18,311,479 20,142,627 22,156,889 24,372,578 26,809,836

DRAW-DOWN ON FOREIGN LOAN 3,000,000 3,600,000 3,780,000 3,969,000 4,167,450 4,375,823 4,594,614 4,824,344

MDG's CONDITIONAL GRANT 1,000,000 1,200,000 1,260,000 1,323,000 1,389,150 1,458,608 1,531,538 1,608,115

REFUND ON FEDERAL ROADS 2,000,000 2,400,000 2,520,000 2,646,000 2,778,300 2,917,215 3,063,076 3,216,229

ECOLOGICAL FUNDS 1,000,000 1,200,000 1,260,000 1,323,000 1,389,150 1,458,608 1,531,538 1,608,115

SUNDRY RECEIPTS 3,163,765 3,954,705 4,350,176 4,785,194 5,263,713 5,790,084 6,369,093 7,006,002

55,779,115 69,323,893 75,852,201 82,389,803 88,664,769 95,439,012 102,753,947 110,654,558

EXPENDITURE

PERSONNEL COSTS 6,763,160 7,304,213 7,523,339 7,749,039 7,981,510 8,220,957 8,467,584 8,721,612

PENSION AND GRATUITY 1,850,000 1,905,500 1,962,665 2,021,545 2,082,191 2,144,657 2,208,997 2,275,267

OVERHEADS COSTS 3,007,675 3,158,059 3,315,962 3,481,759 3,655,848 3,838,640 4,030,572 4,232,101

TRANSFER TO OTHER FUNDS 6,305,901 6,621,196 6,952,256 7,299,868 7,664,862 8,048,105 8,450,510 8,873,036

GRANTS TO PARASTATALS & TERTIARY INSTITUTIONS 13,224,399 13,885,619 14,579,899 15,308,895 16,074,340 16,878,057 17,721,959 18,608,058

CAPITAL EXPENDITURE 39,858,816 27,901,171 29,296,230 30,761,041 32,299,094 33,914,048 35,609,751 37,390,238

EXPENSES OF GENERAL NATURE 221,103 227,736 234,569 241,606 248,854 256,319 264,009 271,929

PUBLIC DEBTS CHARGES 198,341 204,291 210,420 216,733 223,235 229,931 236,830 243,935

71,429,395 61,207,785 64,075,340 67,080,486 70,229,934 73,530,714 76,990,212 80,616,176

SURPLUS/(DEFICIT) OF REVENUE OVER EXPENDITURE (15,650,280) 8,116,108 11,776,861 15,309,317 18,434,835 21,908,298 25,763,735 30,038,382

PROCEEDS FROM BOND ISSUE 20,000,000 - - - - - - -

NET REVENUE 4,349,720 8,116,108 11,776,861 15,309,317 18,434,835 21,908,298 25,763,735 30,038,382

APPROPRIATIONS:

REPAYMENT OF EXTERNAL LOANS (364,005) (374,925) (386,173) (397,758) (409,690) (421,981) (434,641) (447,680)

REPAYMENT OF INTERNAL LOANS (1,601,238) (991,243) (991,243) (991,243) - - -

REPAYMENT OF BOND (2,825,000) (2,825,000) (2,825,000) (2,825,000) (2,825,000) (2,825,000) (2,825,000) (2,825,000)

(DEFICIT)/SURPLUS FOR THE YEAR (440,523) 3,924,940 7,574,445 11,095,316 15,200,145 18,661,317 22,504,094 26,765,702

OPENING BALANCES AT 1 JANUARY 2,609,029 2,168,506 6,093,446 13,667,891 24,763,207 39,963,352 58,624,669 81,128,763

CLOSING BALANCES AT 31 DECEMBER 2,168,506 6,093,446 13,667,891 24,763,207 39,963,352 58,624,669 81,128,763 107,894,465



18

FINANCIAL REPORT

BASIS AND ASSUMPTIONS

BASIS

The financial projections for the eight years ending 31 December 2011 to 2018 have been prepared on the basis consistent with the Government Accounting Policies and Financial Instructions normally adopted by the State Government.

ASSUMPTIONS 1 The statutory allocations and VAT will increase at the annual percentage rate of 25% and 30%

respectively and subsequently grow at 7% per annum, based on the expectation that the global economy will improve and the revenue sharing formula will be favourable.

2 The proceeds from Excess Crude Oil is expected to increase by 20% and subsequently grow at 7% per

annum due to the creation of Sovereign National Wealth Account where part of the Excess Crude Oil proceeds will be deposited.

3 There will be an increase of 25%, 20% and 15% in Internally Generated Revenue (IGR) between 2011

and 2014 while from 2015 to 2017 it will increase at a stable rate of 10%. 4 Sundry receipts will increase at the rate of 25% in the first two years and 10% in subsequent years.

5 Other categories of revenues are also expected to increase by 20% in the first two years and 5% in

subsequent years, based on the expected prevailing economic situation. 6 Proceeds from the Bond issue will be received in 2011.

7 Pension and Gratuities will increase by 3% due to the expectation that the Government will commence

the implementation of the Contributory Pension Scheme. 8 Personnel costs will increase by 8% for the first two years and 3% for the subsequent years due to the

expected implementation of the new wage increase. 9 Overhead costs, transfer to other funds and grants to parastatals will increase by 5% annually based on

the assumptions that the government will be prudent in spending and also prevent wastages.

10 Capital expenditure will decrease by 30% in year 2012 and subsequently increase at an annual rate of 5%

based on the expectation that no bonds will be obtained in the foreseeable future.

11 Expenses of general nature, public debts charges and foreign loans repayment will increase by 3%

annually. 12 The current crude oil production level of Nigeria will continue to grow steadily.

13 Price of Nigeria crude oil will not fall below $55 per barrel during the forecast period.

14 Subvention to Tertiary Institutions will not increase above 15% per annum.

15 The 20,000,000 units of =N=1,000 each on offer at par will be fully subscribed and proceeds of the offer

will be received in second half of year 2011.

19

FINANCIAL REPORT

16 The bond will be constituted under a Trust Deed which provides for the maintenance of a sinking fund managed by the Trustees who shall hold a charge in favour of the Bondholders.

17 The interest on the Bond will not grow beyond 14% per annum which is 7.75% above the existing

CBN's Monetary Policy Rate (MPR) of 6.25 %.

18 35% of the outstanding local loans will be paid in 2011 while the balance will be paid proportionately

over the next three years. 19 The coupon and principal on the bonds will be payable semi-annually in arrears in equal installments

six months from the date of allotment of the bonds and in each year till the maturity date of the bonds

20 Cost of the issue will be borne by Ekiti State Government.

21 Ekiti State Government will set aside a specific amount monthly towards the redemption of the Bond

on maturity.

22 There will be no significant changes in Federal and State Governments' monetary and fiscal policies

during the forecast period that will adversely affect Ekiti State Government.

23 Political and Economic climate in Nigeria will remain stable.

24 There will be no Act of God that may adversely affect the projections.

25 Other special allocations from the Federation Account are not considered in this projection.

20

1. RISKS AND MITIGATING FACTORS

An investment in the Bonds may involve a high degree of risk. Accordingly, prospective investors should carefully consider the following risk factors together with all the other information included in this Prospectus before purchasing the Bonds. The risks outlined below are by no means, exhaustive, and are not the only risks facing the State. Additional risks and uncertainties that are currently considered immaterial may also materially and adversely affect the State in the future, should market conditions deteriorate. Any of the following risks could result in a material adverse effect on the State's financial condition, and ability to service its debt obligations, including the Bonds.

A. Political and regional instability in the Niger Delta region. Oil exportation is the major source of government revenue to Nigeria and Nigeria's major oil producing area is the Niger Delta region. Up until recently, there have been political disturbances and intermittent kidnappings for ransom in the Niger Delta region which substantially affected the country's oil production. The political calm currently prevailing in the South-south is a welcome development for the Nigerian economy. However, if it resurges, this could adversely affect oil production and economic activity in the main oil producing region of Nigeria. Mitigating Factor Although, the political and regional instability in the Niger Delta region has had a material adverse effect on investment and confidence in, and the performance of, the Nigerian economy, the Federal Government has embarked on a number of initiatives to address the instability and unrest in the region. Part of these initiatives include granting unconditional amnesty to former militants who surrendered their arms and ammunitions by 04 October 2009, and a proposal to offer a 10% equity stake to host communities in all joint venture businesses that the FGN is a party to.

B. Risks related to the economic stability of Nigeria. Although the previous presidential administration had implemented a number of wide-sweeping political and economic reforms aimed at diversifying Nigeria's economy and increasing macroeconomic stability whilst promoting a private sector market driven economy, the July 2009 sovereign ratings report from Fitch Inc. ("Fitch") characterised that they maintained its BB Sovereign rating on Nigeria which was attributed to the earlier reforms which had resulted in savings of oil windfall, accumulation of foreign assets and a very strong balance sheet. Meanwhile, the local currency rating was also maintained at BB- reflecting the development of domestic debt market since 2003, while Standard & Poor (S&P) lowered Nigeria's ratings outlook from stable to negative, eking falling oil revenues and the costly bank bailout, as a basis for the revision. Mitigating Factor Better policies and improved regulatory setting are being forested by the present administration to increase investment in such areas as telecommunications, where spectacular growth has significantly broadened economic activity.

C. Global prices of oil have significant impact on the Nigerian economy. The Nigerian economy is almost solely dependent on its oil sector which accounts for 95% of the country's total export earnings. Any changes in oil production or global price of oil will have wide reaching impact on all other sectors of the Nigerian economy. Mitigating Factor The present administration remains committed to economic reforms aimed at diversifying Nigeria's economy and increasing macroeconomic stability whilst promoting a private sector market-driven economy. In addition, the government's annual budget is pegged at a rate lower than the average trading price of crude oil. This reduces the country's exposure to the volatility in oil price.

21

RISK AND MITIGATING FACTORS (CONT’D)

D. Emerging markets such as Nigeria are subject to greater risks than more developed markets, and financial turmoil in any emerging market could cause the price of the Bonds to decrease.

Generally, investment in emerging markets is only suitable for sophisticated investors who fully appreciate the significance of the risks involved in, and are familiar with, investing in emerging markets. Investors should also note that emerging markets such as Nigeria are subject to rapid change and that the information set forth in this Prospectus may become outdated relatively quickly. Moreover, financial turmoil in any emerging market country tends to adversely affect prices in equity markets of all emerging market countries as investors move their money to more stable, developed markets. As it has happened in the past, financial problems or an increase in the perceived risks associated with investing in emerging economies could dampen foreign investment in Nigeria and adversely affect the Nigerian economy. In addition, during such times, companies that operate in emerging markets can face severe liquidity constraints as foreign funding sources are withdrawn. Thus, even if the Nigerian economy remains relatively stable, financial turmoil in any emerging market country could adversely affect the Issuer's business, as well as result in a decrease in the price of the Bonds. Mitigating Factors The Monetary Policy Committee of the Central Bank of Nigeria (CBN) is constantly monitoring ever-changing economic and financial environments in order achieve stable prices required for continuous assessment and evaluation of its monetary policy implementation framework. E. Change of law. The conditions of the Bonds are based on Nigerian law in effect as at the date of this Prospectus and at the date of any Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to Nigerian law or administrative practice after the date of issue of the Bonds. However, government policies affecting the bonds market, e.g. the tax exempt law on bonds of 2010, is an indication that government may continue to work towards the development of the debt/bonds market through the enactment of favourable laws. Mitigating Factors The Ekiti State Government are committed to creating sustainable investment-friendly environment governed by stable polices. F. There is no established trading market for Bonds. There is no active trading market for the Bonds when issued and if such a market does develop, it may not be very liquid. Therefore, Investors may not be able to sell their Bonds easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. Mitigating Factors However, an Over The Counter (OTC) market exists for state government bonds, and the continuous development and deepening of the Bonds market will help ensure that the Bonds have liquidity. G. Interest rate risks An investment in the Bonds involves the risk that subsequent changes in market interest rates may adversely affect the value of the Bonds.

22

RISK AND MITIGATING FACTORS (CONT’D)

Mitigating Factors Bonds held to maturity are not exposed to this risk as the State Government Bonds will be redeemed at par. On the contrary, Bonds sold between the period of issue and maturities are exposed to variations in the principal amount received as a result of fluctuations. To successfully maintain a stable interest regime the Central Bank of Nigeria (CBN) has continued to put in place monetary and fiscal policies to balance the demand and supply of money in the economy, the inflation rate and other variable factors. H. Credit ratings may not reflect all risks. A Bond rating is not a recommendation to buy, sell or hold Bonds and may be subject to revision or withdrawal at any time assigning rating organisation. Any negative change in the Bond’s credit rating could materially and adversely affect the market price of the Bonds. The Bonds are rated by Global Credit Rating Company and Agusto & Co. Limited. These ratings may not reflect the potential impact of all risks related to structure, market and the additional factors discussed above, and other factors that may affect the value of the Bonds. A credit rating is not a recommendation to buy, sell or hold Bonds and may be revised or withdrawn by the rating agencies at anytime. I. Environmental Risk This is the risk associated with natural disasters, which may have an impact on the projects being executed which could interfere with the efficient running of the State or which could create liabilities for the State government with material impact on the State's finances. Mitigating Factors The State is in compliance with all environmental rules and regulations. These standards are constantly updated and enforced by the State to ensure a safe environment for its staff and citizens. The State ensures that relevant safety rules are adhered to in the execution of all its projects. Also environmental impact assessment will be undertaken for all projects to be funded with the proceeds of the Bonds issued under this Programme. For negative impacts identified, measures for managing such impact will be applied.

23

EXTRACT FROM THE ISSUER’S RATING REPORT

24

EXTRACT FROM THE ISSUER’S RATING REPORT (CONT’D)

25

EXTRACT FROM THE ISSUER’S RATING REPORT (CONT’D)

26

PARTIES TO THE BOND ISSUE

The Issuer: Ekiti State Government

Government House Ado-Ekiti Ekiti State

Representatives of the State Executive Council:

His Excellency Dr. Kayode Fayemi Executive Governor and Chairman, State Executive Council Her Excellency Mrs. OluFunmilayo Adunni Olayinka Deputy Governor Alhaji (Dr) Ganiyu Owolabi Secretary to the State Government Dapo Kolawole Honourable Commissioner, Ministry of Finance and Economic Development Mr. Oyebanji Abiodun Honourable Commissioner, Ministry of Integration and Inter-Governmental Affairs Barrister Dayo Akinlaja Honourable Commissioner for Justice & Attorney General, Ministry of Justice Dr. (Mrs) Eniola Ajayi Honourable Commissioner, Ministry of Education, Science and Technology Otunba Remi Adebayo Bodunrin Honourable Commissioner, Ministry of Commerce, Industries, Cooperative and Tourism Chief Folorunso Bamidele Olabode Honourable Commissioner, Ministry for Youths, Sports and Social Development Dr. Adio Folayan Honourable Commissioner, Ministry of Agriculture &Rural Development Fola Richie-Adewusi Honourable Commissioner, Ministry for Women Affairs, Social Development and Gender Enpowerment Adesola Adebayo Honourable Commissioner, Ministry for Works & Infrastructures

Mr. Kayode Olaosebikan Honourable Commissioner, Ministry of Physical, Urban and Regional Planning Alh. Jinadu Ayodele Honourable Commissioner, Ministry for Culture, Art and Tourism Apalara Wole Adewumi Honourable Commissioner, Ministry of Housing & Environment Dr. Wole Olugboji Honourable Commissioner, Ministry of Health Hon. Funminiyi Afuye Honourable Commissioner of Information Communication, Civic Orientation and Strategy Omotosho Paul Ayodele Honourable Commissioner, Ministry of Special Duties Mrs. Olubunmi Adelugba Honourable Commissioner, Ministry Of Employment, Labour and Human Capital Development Chief Emmaual Dayo Fadipe Honourable Commissioner, Ministry of Local Government and Chieftaincy Affairs

Attorney General to the State Government:

Barrister Dayo Akinlaja Ministry of Justice

27

PARTIES TO THE BOND ISSUE

Auditor General of the State: Mr. Adedayo Gabrial Ajayi

Ministry of Finance Accountant General of the State:

Mr. A.B. Owolabi Ministry of Finance

Financial Adviser/Lead Issuing House/Book Runner:

Greenwich Trust Limited Plot 1698A, Oyin Jolayemi Street Victoria Island Lagos

Joint Issuing Houses/Co-Book Runners:

UBA Capital Limited UBA House 57, Marina Lagos Skye Financial Services Limited Plot 287, Ajose Adeogun Street Victoria Island Lagos Fidelity Bank Plc Fidelity Plaza 2, Kofo Abayomi Street Victoria Island Lagos FBN Capital Limited 16, Keffi Street South West Ikoyi Lagos Capital Bancorp Limited 3rd & 4th Floors 9/11, Macarthy Street Onikan Lagos MorganCapital Securities Limited The Pent Floor 3, Biaduo Street, Off Keffi Street South-West Ikoyi Lagos Chapel Hill Advisory Partners Limited 45, Saka Tinubu Street Victoria Island Lagos BGL Plc No 12A, Catholic Mission Street Lagos Island Lagos

Lead Stockbroker: Greenwich Securities Limited

Plot 1698A, Oyin Jolayemi Street Victoria Island Lagos

28

PARTIES TO THE BOND ISSUE (CONT’D)

Joint Stockbrokers: Anchoria Investment and Securities Limited

112, Lewis Street Lagos Cowry Asset Management Plot 1319, Karimu Ikotun Street Victoria Island Lagos Fidelity Securities Limited Plot 688, Amodu Tijani Street Victoria Island Lagos Fountain Securities Limited 2nd Floor Agbeke House 107, Bamgbose Street Marina Lagos Independent Securities Limited 8, Idowu Taylor Street Victoria Island Lagos Interstate Securities Limited 14B, Keffi Street South West Ikoyi Lagos Lead Securities and Investment Limited Plot 281, Ajose Adeogun Victoria Island Lagos.

MBC Securities Limited 2nd floor South Atlantic Petroleum Towers 7, Adeola Odeku, Victoria Island Lagos Partnership Investments Company Limited 37, Ademola Street South-West Ikoyi Lagos Skye Stockbrokers Limited 3rd Floor Skye Bank Building 30, Marina Lagos

29


Joint Trustees: Skye Trustees Limited

3rd Floor Skye Bank Building 30, Marina Lagos UBA Trustees Limited 15th Floor UBA House 57, Marina Lagos Union Trustees Limited 2, Davis Street Off Marina Lagos

Joint Solicitors to the Trustees:

ABFR & Co. 4th Floor, 13 Military Street Onikan Lagos State George Ikoli & Okagbue Plot 864B, Bishop Aboyade Cole Street Victoria Island Lagos Tokunbo Orimobi & Co. 52/54, Murtala Muhammed Way 1st Floor, UBA/WEMA Bank Building Ebute Metta Lagos

Joint Solicitors to the Issue: Simmons Coopers & Partners Fortune Towers (9th Floor) 27/29, Adeyemo Alakija Street, Victoria Island Lagos SPA Ajibade & Co. Suite 301, SPAACO House 27A Macarthy Street Onikan Tony Uponi & Co. 91A (3rd Floor), Lewis Street Lagos

Reporting Accountant: Balogun Badejo & Co. 24 Ilupeju By-Pass Ilupeju Lagos

Registrars: Wema Registrars Limited A.G. Leventis Building 2nd Floor 42/43, Marina Lagos

30


Rating Agencies: Agusto & Co. Limited

UBA House (5th Floor) 57, Marina Lagos Global Credit Rating Company Limited 17th Floor New Africa House 31, Marina Lagos

Receiving Banks: Access Bank Plc Plot 1665, Oyin Jolayemi Street Victoria Island Lagos First City Monument Bank Plc Primrose Towers 17A Tinubu Street Lagos State Intercontinental Bank Plc Intercontinental Plaza Danmola Street Victoria Island Lagos UBA Plc UBA House 57, Marina Lagos Zenith Bank Plc Plot 84, Ajose Adeogun Street Victoria Island Lagos

31

APPENDIX A: TRANCHE 1 BOND TIMETABLE

TARGET DATE

ACTIVITY RESPONSIBILITY

**** 2011 File Application for approval of Prospectus with SEC Joint Issuing Houses

**** 2011 Appear before NSE Joint Issuing Houses

****2011 Book Build/ Price Discovery

Joint Issuing Houses

****2011 Application List Opens


****2011 Application List Closes


****2011 Forward Allotment Schedule, Summary Reports and Draft Newspaper Announcement to SEC


****2011 Receive SEC clearance of allotment and registration of Bonds


****2011 Publish Allotment Announcement in at least two(2) National Dailies


****2011 Dispatch Bond Certificates/Credit CSCS Accounts

Registrar

****2011 Forward Declaration of Compliance to the Exchange

Stockbroker

****2011 List the Bonds on the Floor of The Exchange/Trading Commences

Stockbroker

****2011 Forward Post Compliance Report to SEC Joint Issuing Houses

*These dates are indicative only and subject to change without prior notice.

32

APPENDIX B: Monthly Deduction/Remittance

Month

Monthly Deduction/

Remittance N Month

Monthly Deduction/

Remittance N Month

Monthly Deduction/

Remittance N

1

397,196,867.99

29

397,196,867.99

57

397,196,867.99

2

397,196,867.99

30

397,196,867.99

58

397,196,867.99

3

397,196,867.99

31

397,196,867.99

59

397,196,867.99

4

397,196,867.99

32

397,196,867.99

60

397,196,867.99

5

397,196,867.99

33

397,196,867.99

61

397,196,867.99

6

397,196,867.99

34

397,196,867.99

62

397,196,867.99

7

397,196,867.99

35

397,196,867.99

63

397,196,867.99

8

397,196,867.99

36

397,196,867.99

64

397,196,867.99

9

397,196,867.99

37

397,196,867.99

65

397,196,867.99

10

397,196,867.99

38

397,196,867.99

66

397,196,867.99

11

397,196,867.99

39

397,196,867.99

67 397,196,867.99

12

397,196,867.99

40

397,196,867.99

68

397,196,867.99

13

397,196,867.99

41 397,196,867.99

69

397,196,867.99

14

397,196,867.99

42

397,196,867.99

70

397,196,867.99

15

397,196,867.99

43

397,196,867.99

71

397,196,867.99

16

397,196,867.99

44

397,196,867.99

72

397,196,867.99

17 397,196,867.99

45

397,196,867.99

73

397,196,867.99

18

397,196,867.99

46

397,196,867.99

74

397,196,867.99

19

397,196,867.99

47

397,196,867.99

75

397,196,867.99

20

397,196,867.99

48

397,196,867.99

76

397,196,867.99

21 397,196,867.99

49

397,196,867.99

77

397,196,867.99

22

397,196,867.99

50

397,196,867.99

78

397,196,867.99

23

397,196,867.99

51

397,196,867.99

79

397,196,867.99

24

397,196,867.99

52

397,196,867.99

80

397,196,867.99

25

397,196,867.99

53

397,196,867.99

81

397,196,867.99

26

397,196,867.99

54

397,196,867.99

82

397,196,867.99

27

397,196,867.99

55

397,196,867.99

83

397,196,867.99

28

397,196,867.99

56

397,196,867.99

84

397,196,867.99

33

APPENDIX C: PROCEDURE FOR APPLICATION AND ALLOCATION/ALLOTMENT

1.) APPLICATION 1.1 Qualified Investors are hereby invited to apply for Units of the Bond through the Book Runners. 1.2 Applications/Bids for the Bonds being offered must be made in accordance with the instructions set out in the Application/Bid Form. Care must be taken to follow these instructions, as applications that do not comply will be rejected. 1.3 The Application List for the Bonds now being offered will be open from November 28, 2011 and close on December 08, 2011. Applications/Bids must be for a minimum of 10,000 Units and in multiples of 1,000 Units thereafter. The number of Units for which an application is made and the value of the cheque or bank draft attached should be entered in the boxes provided. 1.4 The Applicant should make only one application, whether in his name or in the name of a nominee. Multiple or suspected multiple applications will be rejected. 1.5 A single applicant should sign the declaration and write his/her full name, address, daytime telephone number and occupation on the application form. Joint applicants must all sign the application form. A corporate applicant should affix its seal in the box and state its Incorporation (RC) Number or in the case of a corporate foreign subscriber its appropriate identification number in the jurisdiction in which it was constituted. 1.6 Each application should be forwarded together with the confirmation of electronic transfer (Real Time Gross Settlement) for the full amount of the purchase price to any of the Book Runners listed in page 27 above. 2. ALLOCATION/ALLOTMENT 2.1 On the pricing date, the Issuing Houses/Book Runners will analyse the demand of submitted bids and in consultation with Issuer, finalise the Coupon Rate and the allocation to each applicant. All successful applicants would be notified thereafter. 2.2 The allotment proposal will be subject to the clearance of the Securities & Exchange Commission. 2.3 The Joint Financial Advisers/Issuing Houses and the Issuer reserve the right to accept or reject any application in whole or in part. 3. APPLICATION MONIES 3.1 All application monies will be retained in a separate interest bearing bank account by the Book Runners pending allotment. If any application is not accepted, or is accepted for fewer Units of the Bond than the number applied for, a crossed cheque for the full amount, accrued interest or the balance of the amount paid (as the case may be) will be returned by registered post within 5 working days of allotment. A Bond certificate will be sent by registered post to the applicants‟ address not later than 15 working days from the date of approval of the allotment or for applicants who elect to receive bonds in dematerialised form, bonds will be credited into their CSCS account as specified in their Commitment form. INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM 1. All applications must be made on the official Application Form or photocopy, downloaded or scanned copy of the Application Form. 2. Applications must not be for less than the minimum number of Units and in the quantity stated on the Application Form. Applications for more than the minimum number of Units must be in the multiples stated on the Application Form. The number of Units for which an application is made should be entered in the boxes provided.

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3. The Application Form when completed should be lodged with any of the Book Runners listed on page 27. Successful Participants should ensure that payment of the Participation Amounts is received by [.], 2011 (Pricing Date + 1) via RTGS into the designated Issue Proceeds Accounts domiciled with the Receiving Banks. 4. The Applicant should make only one application, whether in his own name or in the name of a nominee. Multiple or suspected multiple applications will be rejected. 5. Joint Applicants must all sign the Application Form. 6. An application from a group of individuals should be made in the names of those individuals with no mention of the name of the group. An application by a firm that is not registered in compliance with the Companies and Allied Matters Act, Cap C20 LFN 2004 should be made either in the name of the proprietor or in the names of the individual partners. In neither case should the name of the firm be mentioned. 7. An Application Form submitted from a corporate entity must bear the seal and be completed under the hands of a duly authorised official. 8. Applications by illiterates should bear their right thumbprints on the Application Form and be witnessed by an official of the company or stockbroker with whom the application is lodged who must first have explained the meaning and effect of the application form to the illiterate. The witness must record in writing that he has given this explanation to the illiterate in a language understandable to them and that the illiterate appeared to have understood the same before affixing their thumb impression. 9. The Applicant should not print his signature. If he is unable to sign in the normal manner, he should be treated for the purpose of this Offer as an illiterate and his right thumb print should be clearly impressed on the Application Form.

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APPENDIX D: COMMITMENT/BID FORM

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COMMITMENT/BID FORM

final pricing supplement ekiti state bond · pricing supplement (“supplementary shelf...

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