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Shelf Prospectus Within the Meaning of Rule 40 (C) of the Sec Rules and Regulations

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Shelf Prospectus Within the Meaning of Rule 40 (C) of the Sec Rules and Regulations THIS DOCUMENT IS IMPORTANT AND SHOULD BE READ CAREFULLY. IF YOU ARE IN ANY DOUBT ABOUT ITS CONTENTS OR THE ACTION TO BE TAKEN, PLEASE CONSULT YOUR BANKER, STOCKBROKER, ACCOUNTANT, SOLICITOR OR ANY OTHER PROFESSIONAL ADVISER FOR GUIDANCE IMMEDIATELY. FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE “RISK FACTORS” COMMENCING ON PAGE 45 HEREOF. THIS DEBT ISSUANCE PROGRAMME PROSPECTUS CONSTITUTES A SHELF PROSPECTUS WITHIN THE MEANING OF RULE 40 (C) OF THE SEC RULES AND REGULATIONS GOMBE STATE GOVERNMENT OF NIGERIA BOND ISSUANCE PROGRAMME OF N30,000,000,000 This Shelf Prospectus is to be read and construed in conjunction with any supplement hereto and all documents which are incorporated herein by reference and, in relation to any Series or Tranches (as defined herein) of Bonds, together with the applicable Pricing Supplement. This Shelf Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Shelf Prospectus. This Shelf Prospectus has been seen and approved by the representatives of the State Executive Council (the “Executive Council”). The Gombe State Executive Council (“EXCO”) on behalf of the Gombe State Government have taken reasonable care to ensure that the material facts contained herein are true and accurate in all material respects and confirm having made all reasonable enquiries, that to the best of their knowledge and belief, there are no material facts, the omission of which would make any statement herein misleading or untrue. The contents of this Shelf Prospectus are not to be construed as legal, financial or tax advice. Each prospective investor should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice. Neither the Gombe State Executive Council (“EXCO”) on behalf of the Gombe State Government listed on page 8 &9 nor any of the Parties to the Programme listed on page 9 to 11 of this document is making any representation to any subscriber regarding the legality of an investment by such subscriber. This Shelf Prospectus has been registered by the Securities & Exchange Commission. It is a civil wrong and a criminal offence under the Investments and Securities Act No. 29, 2007 to issue a prospectus which contains false or misleading information. Clearance and registration of this prospectus and the securities which it offers does not relieve the parties of any liability arising under the act for false or misleading statements or for any omission of a material fact. The registration of this Shelf Prospectus and any subsequent Pricing Supplements shall not be taken to indicate that the Securities & Exchange Commission endorses or recommends the debt securities to be issued under the Programme or assumes responsibility for the correctness of any statements made or opinions or reports expressed herein. LEAD ISSUING HOUSE ACCESS BANK PLC RC 125384 JOINT-ISSUING HOUSES GREENWICH TRUST LIMITED GTB ASSET MANAGEMENT RC 189502 RC 152321 BGL Plc FINMAL FINANCIAL SERVICES LIMITED UBA CAPITAL LIMITED RC 223042 RC 105859 RC 444999 This Prospectus is dated September 28, 2012 CONTENTS DEFINITION OF TERMS 1 INFORMATION RELATED TO THIS SHELF PROSPECTUS 4 ISSUE OF PRICING SUPPLEMENTS (SUPPLEMETARY PROSPECTUS) 5 PARTIES TO THE PROGRAMME 6 THE PROGRAMME 10 DECLARATION BY THE ISSUER 11 SUMMARY OF THE PROGRAMME 12 TERMS & CONDITIONS OF THE PROGRAMME 16 INFORMATION ON NIGERIA 21 INFORMATION ON GOMBE STATE 32 RISK AND MITIGATING FACTORS FOR THE PROGRAMME 45 FINANCIAL INFORMATION HISTORICAL 48 Report of the Auditor General of Gombe State 48 Letter from the Reporting Accountants 49 Statement of Accounting Policies 50 Statement of Assets & Liabilities 51 Statement of Revenue and Expenditure 52 Cash Flow Statements 53 Notes to the Financial Statements 54 BOND RATING (EXTRACTED FROM THE RATING REPORT) 57 EXTRACT FROM THE PROGRAMME TRUST DEED 58 STATUTORY AND GENERAL INFORMATION 66 Indebtedness 66 Purpose of the Programme 66 Authorization and Legal Framework 66 Claims and Litigation 66 Material Contracts 66 Bond Rating 66 Relationship between the Issuer and its Advisers 66 Consents 67 Documents Available for Inspection 68 FORM OF PRICING SUPPLEMENT 69 DEFINITIONS Unless the context otherwise requires, the following expressions shall have the meaning respectively assigned to them: “Auditor” The Auditor General of Gombe State “Authorised Representatives” The members of the Gombe State Executive Council “Bond” The Series 1 Bond and any other bond of any Series issued by the State pursuant to the Programme and constituted by the Programme Trust Deed and an applicable Supplementary Trust Deed “Bondholder” Any person for the time being entered in the Register or the Central Securities Clearing System (CSCS) as a holder of a unit or units of the Bonds and includes persons so registered as joint holders “Business Day” Means a day (other than Saturday or Sunday or a public holiday) on which banking institutions are open for business in Nigeria “CAC” The Corporate Affairs Commission “CBN” The Central Bank of Nigeria “CSCS” The Central Securities Clearing System “Certificates” In relation to the Bonds, a certificate in or substantially in the form specified in the First Schedule to the Programme Trust Deed and with respect to any Additional Bonds, a Certificate in or substantially in the form specified in a Supplementary Trust Deed to the particular Securities being issued or in such other form as may be agreed from time to time by the Trustee “Deed” The Programme Trust Deed and any amendment, notation or supplemental trust deed issued or made pursuant to this programme trust deed “GOSG” Means the Gombe State Government of Nigeria and the Issuer of the Bonds “Enabling Law” The Gombe State Debt Instrument Law “EXCO” The Executive Council of the Gombe State Government of Nigeria “FAAC” Federation Account Allocation Committee “Grossing Up” All amounts payable under the Bond will be paid in full without set-off or counter claim or other restrictions and free and clear of and without deductions or withholding for or on account of any taxes or any charges or otherwise “IGR” Internally Generated Revenue “Interest” Interest per annum payable will depend on each series and will be paid semi-annually in arrears “Investors” Means the registered holder(s) for the time being of any Securities issued hereunder “Investment and Securities Act” or “ISA” The Investment and Securities Act No 29 of 2007 “ISPO” Means the Irrevocable Standing Payment Order in respect of a Series issued by Gombe State to the Accountant General of the Federation for the periodic deduction of monies as a first line charge 1 DEFINITIONS from the State’s statutory allocation from the Federation Account and payment thereof into a Sinking Fund held by the Trustee (as security for the Series Issue) “Issuing Houses or “Joint Issuing Houses” Means Access Bank Plc (“Access Bank”), BGL Plc (“BGL”), Finmal Finance Services Limited (“Finmal”), Greenwich Trust Limited (“Greenwich”), GTB Asset Management Limited (“GTB Asset”), UBA Capital Limited (“UBA Capital”) “Maturity Date” Means the final anniversary of allotment date of each Series Issue as specified in the applicable Pricing Supplement “NSE” Means the Nigerian Stock Exchange “Offer Documents” Means this Shelf Prospectus, the applicable Pricing Supplement to the Bond Issue and any other document issued or to be issued by the State inviting the public to subscribe to the Securities on the terms and conditions specified in the offer documents. “Offer Period” The issuance and offering period hereunder of GOSG Bonds in the aggregate principal amount of each series on the terms and conditions set out in this Shelf Prospectus “Pricing Supplement” The document(s) to be issued pursuant to the Shelf Prospectus which shall provide final terms and conditions of a Series Issue under the Programme “The Programme” The Gombe State Bond Issuance Programme of N30,000,000,000.00 (Thirty Billion Naira) “Programme Trust Deed” Means the Master Trust Deed between the Issuer and the Trustees dated on September 28, 2012 “Projects” Means the projects that would be described in the applicable Pricing Supplement of each Series or Tranche Issue, to which the proceeds of thereof will be applied “Project Documents” Means all relevant legal and commercial documents (including approvals, feasibility reports, bills of quantity) that are expected to be in place with respect to the projects described in applicable Pricing Supplements “Receiving Bank” Means Access Bank Plc “Register” Means the register kept by the Registrar containing the names, particulars and Securities held for the time being by each Investor “Registrar” Means United Securities Limited “Revenue” Means monies to the credit of the Consolidated Revenue Fund/Account of the State plus the total income of the State from whatever source derived including the State’s Internally Generated Revenue “SEC” or “The Commission” Means the Securities and Exchange Commission established under the Investments and Securities Act 2007 “Series” Means the tranches in which the Issuer may issue Bonds from time to time “Shelf Prospectus” This document, which is issued in accordance with the Rules and Regulations of the Commission and which details the aggregate offer size and the broad terms of the Programme “Sinking Fund” Means the fund held by the Trustee as security for the repayment of the obligations of the Issuer for the Bonds in accordance with the provisions of the
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