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Federal Republic of Nigeria Form 424B4 Filed 2017-06-20

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Federal Republic of Nigeria Form 424B4 Filed 2017-06-20 SECURITIES AND EXCHANGE COMMISSION FORM 424B4 Prospectus filed pursuant to Rule 424(b)(4) Filing Date: 2017-06-20 SEC Accession No. 0001193125-17-207957 (HTML Version on secdatabase.com) FILER Federal Republic of Nigeria Mailing Address Business Address NDIC, PLOT 447/448 NDIC, PLOT 447/448 CIK:1627521| IRS No.: 000000000 | Fiscal Year End: 1231 CONSTITUTION AVENUE CONSTITUTION AVENUE Type: 424B4 | Act: 33 | File No.: 333-216840 | Film No.: 17920404 CENTRAL BUSINESS CENTRAL BUSINESS SIC: 8888 Foreign governments DISTRICT DISTRICT GARKI-ABUJA Q5 PMB 532 GARKI-ABJUA Q5 PMB 532 234-8110000881-3 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-216840 PROSPECTUS $300,000,000 THE FEDERAL REPUBLIC OF NIGERIA 5.625% Diaspora Bonds due 2022 The Federal Republic of Nigeria (the Issuer or Nigeria) is offering $300,000,000 principal amount of its 5.625% Diaspora Bonds due 2022, (the Bonds or Diaspora Bonds). The Bonds will constitute direct, general, unconditional and unsubordinated external indebtedness of the Issuer. The full faith and credit of the Issuer will be pledged for the due and punctual payment of all principal and interest on the Bonds. The Issuer will pay interest on June 27 and December 27 of each year, commencing on December 27, 2017. The Bonds will mature on June 27, 2022, and will not be redeemable prior to maturity. Application will be made to the Financial Conduct Authority in its capacity as competent authority (the UK Listing Authority) under the Financial Services and Markets Act 2000 (the FSMA) for the Bonds to be admitted to the official list of the UK Listing Authority (the Official List) and to the London Stock Exchange plc (the London Stock Exchange) for the Bonds to be admitted to trading on the regulated market of the London Stock Exchange (the Regulated Market). In addition, the Issuer intends to make an application, after the Bonds have been delivered against payment, for the Bonds to be listed on The Nigerian Stock Exchange (NSE) and/or the Financial Markets Dealers Quotations Over-the-Counter Securities Exchange (FMDQ). However, the Bonds will not be traded on the NSE or the FMDQ unless appropriate protocols are put in place after the Bonds are delivered against payment. References in the Prospectus, as defined below, to Bonds being Listed (and all related references) shall mean that the Bonds have been admitted to trading on the London Stock Exchanges Regulated Market and have been admitted to the Official List. The Regulated Market of the London Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). See the section entitled Risk Factors beginning on page 16 for a discussion of certain factors you should consider before investing in the Bonds. The Bonds contain collective action clauses. Under these provisions, which are described beginning on page 45, the Issuer may amend the due dates and amounts of principal of and interest on the Bonds and other reserve matters listed in the fiscal agency agreement with the consent of the holders of: (1) with respect to a single series of Bonds, more than 75% of the aggregate principal amount of the outstanding Bonds of such series; (2) with respect to two or more series of Bonds, if certain uniformly applicable requirements are met, more than 75% of the aggregate principal amount of the outstanding Bonds of all series affected by the proposed modification, taken in the aggregate; or (3) with respect to two or more series of Bonds, more than 66 2⁄3% of the aggregate principal amount of the outstanding Bonds of all series affected by the proposed modification, taken in the aggregate, and more than 50% of the aggregate principal amount of the outstanding Bonds of each series affected by the proposed modification, taken individually, whether or not certain uniformly applicable requirements are met. Per Bond Total Public Offering Price 100.00 % $300,000,000 Underwriting discount(1) 0.80 % $2,400,000 Proceeds, before expenses, to the Issuer 99.20 % $297,600,000 (1) We have agreed to reimburse the underwriters for certain expenses. See Plan of Distribution. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Bonds or determined that this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The Joint Lead Managers are offering the Bonds subject to various conditions. The Joint Lead Managers expect to deliver the Bonds on or about June 27, 2017 (the Issue Date), through the book-entry facilities of The Depository Trust Company (DTC) for the accounts of its participants, including Euroclear Bank, SA/NV and Clearstream Banking, S.A., and its indirect participants, against payment in same-day funds. Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document International Joint Lead Managers BofA Merrill Lynch Standard Bank Nigerian Joint Lead Managers First Bank UBA The date of this prospectus is June 19, 2017. Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS Important Notices iv How Do I Use This Prospectus? vii Presentation of Economic and Other Information viii Exchange Rate x Service of Process and Enforcement of Civil Liabilities xii Forward-Looking Statements xv 1. OVERVIEW 1 2. SUMMARY 6 3. RISK FACTORS 16 4. INFORMATION ABOUT THE BONDS 34 General Terms of the Bonds 39 Status of the Bonds 40 Payments of Principal and Interest 40 Payment of Additional Amounts 41 Negative Pledge 41 Default and Acceleration of Maturity 42 Redemption and Repurchase 43 Fiscal Agent 43 Paying Agents; Transfer Agents; Registrar 43 Global Bond; Definitive Bonds 43 Notices 45 Further Issues of the Bonds 45 Meetings, Amendments and Waivers/Aggregated Collective Action Securities 45 Judgment Currency 48 Governing Law and Consent to Service 49 Definitions 50 5. HOW TO APPLY FOR THE BONDS 51 6. PLAN OF DISTRIBUTION 53 7. CLEARING AND SETTLEMENT 57 8. TAXATION 60 9. USE OF PROCEEDS 67 10. INFORMATION ABOUT THE ISSUER 10A. THE FEDERAL REPUBLIC OF NIGERIA 68 Location and Geography 68 History 69 Political System 71 Population, Education and Health 76 Political Parties 79 Legal Proceedings 81 Terrorism and Anti-Terrorism Measures 85 Foreign Relations 87 Membership of International and Regional Organizations 89 10B. THE ECONOMY 92 Overview 92 Gross Domestic Product 94 Principal Sectors of the Economy 101 Oil and Gas 101 Agriculture 121 Mining and Quarrying 124 Manufacturing 124 Construction 125 i Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Trade 126 Financial Institutions 126 Tourism 126 Informal Economy 126 Employment and Labor 127 Environment 128 Transport 130 Information and Communication 134 Electricity 135 Water 137 Housing 138 Industrializing the Nigerian Economy 139 Free Zones 140 Small and Medium-Sized Enterprises 141 Privatization and Commercialization Programs 141 10C. FOREIGN TRADE AND BALANCE OF PAYMENTS 143 Introduction 143 Foreign Trade 143 Balance of Payments 150 Foreign Private Capital 151 10D. PUBLIC FINANCE 154 General 154 The Federal Government Budget Process 154 Public Accounts 156 Budget Performance (20122016) 166 2017 Budget 166 Excess Crude Account 171 Nigeria Sovereign Investment Authority (the Sovereign Wealth Funds) 172 Transparency and Anti-Corruption 174 10E. MONETARY SYSTEM 177 Monetary Policy and the Central Bank of Nigeria 177 Recent Macroeconomic Environment and Policy 177 Monetary Policy Rate 178 Exchange Rate 180 Inflation 182 External Reserves 183 The Nigerian Finance Sector 184 Nigerian Capital Market 190 10F. PUBLIC DEBT 195 Overview 195 Debt Management Office 195 Public Debt 197 External Public Debt 198 Debt Record 203 Domestic Debt 204 Guarantees and Contingent Liabilities 206 Tables and Supplementary Information 208 11. GENERAL INFORMATION 237 12. IMPORTANT LEGAL INFORMATION 239 13. FURTHER INFORMATION 242 14. LEGAL MATTERS 243 15. OFFICIAL STATEMENTS 243 16. AUTHORIZED REPRESENTATIVE IN THE UNITED STATES 243 ii Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Nigeria is responsible only for the information contained in this prospectus, any related free writing prospectus issued or authorized by Nigeria and the documents incorporated by reference in this prospectus. Nigeria has not, and the underwriters have not, authorized anyone to provide you with any other information, and neither Nigeria nor the underwriters take responsibility for any other information that others may give you. Nigeria and the underwriters are offering to sell the Bonds only in jurisdictions where offers and sales are permitted. The offer and sale of the Bonds in certain jurisdictions is subject to the restrictions described herein under Plan of DistributionSelling restrictions. The information contained in this prospectus and the documents incorporated herein by reference is accurate only as of the date on the front of those documents, regardless of the time of delivery of those documents or any sale of the Bonds. iii Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents IMPORTANT NOTICES What is this document? This Prospectus has been prepared in accordance with the Prospectus Rules of the United Kingdom Financial Conduct Authority (the United Kingdom competent authority for the purposes of the Prospectus Directive (as defined herein) and relevant implementing measures in the United Kingdom) and the rules of the Securities and Exchange Commission of the United States and relates to the offer by the Federal Republic of Nigeria (the Issuer or Nigeria) of its U.S.
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