Access Bank Plc
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INFORMATION NOTICE ACCESS BANK PLC N15,000,000,000, 5 YEAR 15.5% FIXED RATE UNSECURED GREEN BONDS DUE 2024 THE BONDS ARE LISTED ON THE NIGERIAN STOCK EXCHANGE AND BEING TRADED ON FMQD OTC (ISIN: NGAGB2024S08) THIS INFORMATION NOTICE AS WELL AS ALL INFORMATION CONTAINED HEREIN (THE “INFORMATION NOTICE”) IS MEANT TO PROVIDE DETAILS ON THE SECURITIES AND THE ISSUER IN RELATION TO THE ADMISSION OF THE SECURITIES ONTO THE SECURITIES OFFICIAL LIST HELD BY THE LUXEMBOURG STOCK EXCHANGE WITHOUT ADMISSION TO TRADING ON ONE OF THE SECURITIES MARKETS OPERATED BY LUXSE (LUXSE SOL). THE INFORMATION NOTICE HAS BEEN PREPARED FOR THE SOLE GOAL OF BEING ADMITTED AND DISPLAYED ON LUXSE SOL. IT DOES NOT PROVIDE ANY KEY INFORMATION TO BE USED FOR MAKING INVESTMENT DECISIONS. THE INFORMATION NOTICE IS PROVIDED FOR INFORMATION PURPOSES ONLY. IT DOES NOT CONSTITUTE AND IS NOT CONSTRUED AS ANY ADVICE, SOLICITATION, OFFER, ENDORSEMENT, COMMITMENT OR RECOMMENDATION TO INVEST IN THE SECURITIES DESCRIBED HEREIN. THE PROVISION OF THE INFORMATION NOTICE IS NOT AND SHALL NOT BE A SUBSTITUTE FOR YOUR OWN RESEARCHES, INVESTIGATIONS, VERIFICATIONS, CHECKS OR CONSULTATION FOR PROFESSIONAL OR INVESTMENT ADVICE. YOU ARE USING THE INFORMATION NOTICE AT YOUR OWN RISKS. THE BONDS ARE ALREADY ADMITTED TO TRADING ON THE FMDQ SECURITIES EXCHANGE AND ARE LISTED ON THE NIGERIAN STOCK EXCHANGE. This Information Notice is dated the 9th of March, 2020. 1 IMPORTANT NOTICE This Information Notice includes particulars for the purpose of giving information with regard to the Green Bonds and comprises this wrapper document (the Wrapper Document), the offering Prospectus dated March 18, 2019 (the Offering Prospectus) and the documents incorporated by reference herein (the Wrapper Document, the Offering Prospectus and the documents incorporated by reference to be considered together as the Information Notice). This Offering Prospectus was prepared by Chapel Hill Denham Advisory Limited and Coronation Merchant Bank Limited (jointly referred to as the “Issuing Houses”), on behalf of Access Bank Plc (“Access Bank” or the "Issuer" or the "Bank"), in connection with the N15,000,000,000, 5 year 15.5% Fixed Rate Unsecured Green Bonds due 2024 (the “Issue” or “Green Bond Issuance”), in accordance with the provisions of the Investments & Securities Act 2007, Rules and Regulations of the Nigerian SEC, and the listing and quotation requirements of the FMDQ and NSE. Information concerning projections about the future performance of the projects referenced herein have been provided by the Company and are based on assumptions concerning the Nigerian economy and the Company’s anticipated results and they have been included solely for guidance. Prospective investors should be aware that certain forward-looking statements which are not historical facts but refer to the expectations of the Issuer with respect to the political, regulatory and economic environment and the Issuer’s intentions, current and future expectations concerning the industry in which it operates, project’s financial projections of the projects and liquidity are not guarantees of future performance. These statements, estimates and projections should not be relied upon as a representation, warranty or undertaking, expressed or implied, as to the future performance of the Company and actual occurrences may vary materially from the projected developments contained herein and/or the assumptions on which such statements, estimates and projections were based. Certain statistical information presented in this document has been obtained from certain third party sources, as described herein. This third-party information is presented in the following sections of this document “Introduction to Green Bonds”, and “Risk Factors”. Access Bank has accurately reproduced such information and as far as the Company is aware and is able to ascertain from information published by such third parties, no facts have been omitted that would render the information inaccurate or misleading. Access Bank and members of its Board of Directors have taken all reasonable care to ensure that the information stated herein, is to the best of their knowledge and belief, true and accurate in all material respects and in accordance with the facts. The Directors confirm that to the best of their knowledge and belief there are no other facts, the omission of which would make any fact or opinion herein misleading or untrue. The Directors individually and collectively accept full responsibility for the accuracy of the information provided in this Prospectus. The Issuing Houses have not separately verified the information stated herein. Accordingly, no representation, warranty or undertaking, expressed or implied, is made and no responsibility or liability is accepted by the Issuing Houses or any of their affiliates as to the accuracy or completeness of the information stated in this Prospectus. No person has been authorised to give any information or to make any representation not stated in or not consistent with this Prospectus and, if given or made, such information must not be relied upon as having been authorised by either the Company, or any of the professional advisers. 2 This Prospectus and the information stated herein or any other information supplied in connection with the Issue does not constitute an offer or invitation by or on behalf of the Issuer, the Issuing Houses or the Trustee to any person to subscribe for or to purchase the Instruments. The recipient is expected to scrutinize the information stated in this Prospectus and seek professional advice to aid investment decision. DOCUMENTS INCORPORATED BY REFERENCE The following documents are deemed to be part of and are incorporated by reference in the Information Notice. Financial Statements Access Bank has published the underlisted financial statements, since the date of the Prospectus that was issued in Nigeria: • Unaudited Financial Statements for the Quarter ended March 31st, 2019 • Unaudited Financial Statements for the Quarter ended June 30th, 2019 • Unaudited Financial Statements for the Quarter ended September 30th, 2019 • Audited Financial Statements for the Financial Year ended December 31st, 2019 RECENT DEVELOPMENTS The proceeds of the Green Bond has been fully allocated to the earmarked eligible assets in line with the Prospectus. We have commenced the preparation of the assessment and rendition of the Impact analysis and report of the Green Bond utilization as stipulated in the Access Bank Green Bond Framework and the global standard requirements. NO MATERIAL CHANGE There has been no material adverse change in the Issuer’s financial condition and prospects since the date of the last audited financial statements. NOTICES So long as the notes are listed on the Luxembourg Stock Exchange and the rules of the exchange require, the issuer will publish notices on the website of the Luxembourg Stock Exchange (www.bourse.lu). Any notice so published will be considered given on the date of its first publication. 3 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 Stockbroker, Accountant, Banker, Solicitor, an independent Financial Adviser or any other professional adviser for guidance immediately. For information concerning certain risk factors which should be considered by prospective investors, please refer to the section on “risk factors” on pages 38 - 40. Investment in the Green Bonds is strictly for Qualified Institutional Investors and High Net Worth Individuals, as defined under Rule 321 of the Rules and Regulations of the Securities and Exchange Commission. ACCESS BANK PLC OFFER FOR SUBSCRIPTION (BY WAY OF A BOOK BUILD) OF N15,000,000,000.00 5 YEAR 15.5% FIXED RATE SENIOR UNSECURED GREEN BONDS DUE 2024 (OFFERED TO QUALIFIED INSTITUTIONAL INVESTORS AND HIGH NET WORTH INDIVIDUALS) IN CONNECTION WITH THE FINANCING/ RE-FINANCING OF IDENTIFIED ELIGIBLE GREEN ASSETS AND PROJECTS DULY CERTIFIED IN LINE WITH THE CLIMATE BONDS STANDARD Application List Opens: February 21, 2019 Application List Closes: March 1, 2019 This Prospectus (“Prospectus”) has been prepared, pursuant to Rule 321 of the Rules and Regulations of the Securities & Exchange Commission (“SEC” or “the Commission”), in connection with the issuance of N15,000,000,000 5 year 15.5% Fixed Rate Senior Unsecured Green Bonds due 2024 (the “Green Bond Issuance” or the “Issue”), by Access Bank Plc (“Access Bank” or the “Bank” or the “Issuer”). An application has been submitted to the Commission for the clearance and registration of this Prospectus and the securities, which it offers. The clearance and registration of this Prospectus and the securities shall not be taken to indicate that the Commission endorses or recommends the securities or assumes responsibility for the correctness of any statements made or opinions or reports expressed in this Prospectus. This Prospectus contains particulars in compliance with the requirements of the Commission, for the purpose of giving information with regard to the securities being issued hereunder (the “Green Bonds” or “Bonds”). An application has been made to FMDQ OTC for the listing of the Bonds. The Bonds also qualify as a security in which Trustee may invest under the Trustee Investments Act (Cap T22), Laws of the Federation of Nigeria (“LFN”), 2004 and as a 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 responsibility for the information contained in this document. To the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. Investors are advised to note that the liability for false or misleading statements or acts made in connection with this Prospectus is provided in Sections 85 and 86 of the Investment and Securities Act No.29 2007.