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Bayelsa State Government of Nigeria This document is important and should be read carefully. If you are in any doubt about its content or the action to take, kindly consult your Stockbroker, Accountant, Banker, 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” ON PAGE 74-76” .INVESTMENT IN THE BOND IS STRICTLY FOR INSTITUTIONAL INVESTORS. BAYELSA STATE GOVERNMENT OF NIGERIA Offer for Subscription N50 BILLION 13.75% FIXED RATE 7YEAR BOND ISSUE 2010/2017 Issue Price: N1,000 per unit Payable in full on Application Application list Opens: June 30, 2010 Application list Closes: June 30, 2010 Lead Issuing House Joint Issuing Houses: RC: 223042 RC: 286096 RC: 499243 RC: 125097 RC: 444999 This Prospectus and the Securities that it offers have been approved and registered by the Securities & Exchange Commission. It is a civil wrong and criminal offence under the Investments and Securities Act No. 29 of 2007 (“the Act”) to issue a Prospectus which contains false or misleading information. The clearance and registration of this Prospectus and the Securities which it offers does not relieve the parties from any liability arising under the Act for false and misleading statements contained herein or for any omission of a material fact. The registration of this Prospectus does not in any way whatsoever suggest that the Securities and Exchange Commission endorses or recommends the securities or assumes responsibility for the correctness of any statement made or opinion or report expressed therein. This Prospectus is dated June 28, 2010 Bayelsa State Government Bonds Due 2017 – Prospectus 1 TABLE OF CONTENTS ABRIDGED TIMETABLE 3 PARTIES TO THE BOND ISSUE 6 DECLARATION BY THE ISSUER 12 SUMMARY OF THE BOND ISSUE 13 THE BOND ISSUE 16 TERMS AND CONDITIONS OF THE BOND ISSUE 17 MEMBERS OF THE BAYELSA STATE EXECUTIVE COUNCIL 20 NIGERIA OVERVIEW 26 DESCRIPTION OF THE ISSUER 32 EXTRACT FROM THE ISSUER’S RATING REPORT 46 EXTRACT FROM THE BOND ISSUE RATING REPORT 47 FINANCIAL FORECASTS 49 Letter from the Reporting Accountants 49 Memorandum on the financial projections 50 Bases and Assumptions 54 HISTORICAL FINANCIAL INFORMATION 62 Reporting Accountants Report 62 Statement of Accounting Policies 63 Statement of Asset and Liabilities 64 Statement of Consolidated Revenue Fund 65 Statement of Cashflows 67 Notes to the Accounts 68 RISKS & MITIGATING FACTORS 74 STATUTORY AND GENERAL INFORMATION 77 Statement of Indebtedness 77 Claims, Litigation & Disputes 77 Material Contracts 77 Relationship between the Issuer & Advisers 77 Costs & Expenses 77 Extracts of the Trust Deed 78 Consents 89 PROCEDURE FOR APPLICATION AND ALLOTMENT 92 RECEIVING AGENT 93 APPLICATION FORM 94 Bayelsa State Government Bonds Due 2017 – Prospectus 2 ABRIDGED TIMETABLE RESPONSIBILITY DATE* ACTIVITY ISSUING HOUSES 30/06/10 Application List Opens/Disburse Underwritten Amount to BYSG ISSUING HOUSES 30/06/10 Application List Closes Forward Allotment Proposal, Summary Reports and draft newspaper ISSUING HOUSES 02/07/10 announcement to SEC ISSUING HOUSES 09/07/10 Receive SEC clearance of allotment and registration of the Bonds 16/07/10 Publish Allotment Announcement in at least two(2) national dailies ISSUING HOUSES ISSUING HOUSES/REGISTRAR 16/07/10 Return excess/rejected application monies (if any) REGISTRAR 23/07/10 Dispatch Bond Certificates/ Credit CSCS Accounts STOCKBROKER 26/07/10 Forward Declaration of Compliance to The Exchange STOCKBROKER 30/07/10 List the Bonds on the Floor of The Exchange/Trading Commences ISSUING HOUSES 30/07/10 Forward Post Compliance Report to SEC *These dates are indicative only and subject to change without prior notice. Bayelsa State Government Bonds Due 2017 – Prospectus 3 Except where expressed otherwise, the following definitions apply throughout this document. “AGF” The Accountant General of the Federation or any public officer for the time being in charge of the Federation Account in accordance with the Constitution of the Federal Republic of Nigeria. “Allotment Date” Date on which the allotment of the Bonds is approved/cleared by the SEC. “BGL” BGL Plc. “Bond Issue” or “the Offer” means the issuance of 50,000,000 bonds at Par with an aggregate principal amount of N50,000,000,000 on the terms and conditions set out in this Prospectus. “Bonds” The N50,000,000,000 13.75% Fixed Rate Development Bonds due 2017 issued under the terms and conditions of this Prospectus. “Bondholders” or “Holders” Any person(s) (individual, joint or body corporate) registered in the register established and maintained for the purpose of this Bond Issue as a holder of the Bonds. “Business Day” Monday to Friday excluding any day designated as a public holiday by the FGN. “BYSG” or “the State” or “the Bayelsa State Government of Nigeria. Issuer” “Capital Assets” Capital Assets Limited. “CBN” Central Bank of Nigeria. “CITA” Company Income Tax Act Cap C21, LFN 2004. “Coupon Payment Date” Semi annually in arrears for every year that the Bond is outstanding i.e June 30th and December 31st. “Coupon Rate” 13.75% per annum payable semi-annually in arrears “CSCS” Central Securities Clearing Systems Limited. “Dealers” The financial institution(s) appointed by the State from time to time to exclusively purchase or underwrite and trade in the Bonds. “FBN Capital” or “Lead FBN Capital Limited. Issuing House” “Federation Account” The special account set up under Section 162(1) of the Constitution of the Federal Republic of Nigeria, 1999 into which is paid all revenues collected by the FGN to be distributed among the Federal, States and the Local Government Councils in each State, on such terms and in such manner as may be prescribed by the National Assembly. “FGN” Federal Government of Nigeria. “GDP” Gross Domestic Product. “IGR” Internally Generated Revenue. “ISA”“ Investment & Securities Act, No. 29, 2007. “ISPO” The Irrevocable Standing Payment Order dated February 15, 2010 and issued by the State’s Accountant-General to the Accountant-General of the Federation for the periodic deduction of monies from the State’s statutory allocation from the Federation Account and payment thereof into a Sinking Fund held by the Trustees by way of security for the Bonds. “Issuing Houses” FBN Capital, BGL, Capital Asset, Skye Financial Services, Sterling Capital, Stanbic IBTC, UBA Capital and Vetiva Capital. “Joint Issuing Houses” or “JIH” BGL Plc, Capital Asset Limited, Skye Financial Services Limited, Stanbic IBTC Plc, Sterling Capital Markets Limited, UBA Capital Limited and Vetiva Capital Management Limited. “LFN” Laws of the Federation of Nigeria. Bayelsa State Government Bonds Due 2017 – Prospectus 4 “Maturity Date” The date the Bond expires in 2017 i.e. 7 years from the date the underwriters pay the firm underwriting commitment. “MTSS” Medium Term Sector Strategies “Mw” Megawatt. “Naira” or “N” The Nigerian currency. “Offer Period” means June 30, 2010 to June 30, 2010 or such other period as shall be deemed expedient by the Issuing Houses provided that any extension of the offer period shall be subject to the approval of the Commission. “PDP” People’s Democratic Party, a Nigerian political party “Pension Act” Pension Reform Act Cap P4, LFN 2004. “PFAs” Pension Fund Administrators. “Receiving Agents” Market operators authorized to receive Application Forms/monies from investors for this Bond Issue. “Record Date” The date at which the list of Bondholders is extracted from the register for the purpose of making coupon payments. “Registrar” Market operator authorized by the SEC and appointed by the Issuer to maintain the register of Bondholders. “SEC” or the “Commission” Securities & Exchange Commission. “Sinking Fund” The fund established pursuant to the provisions of Section 251 of the ISA and Section 1 of the Law to be administered by the Trustee on behalf of the Bondholders, for the purpose of effecting payment of coupon and principal obligations on the Bond Issue. “Skye Financial Services” Skye Financial Services Limited “Stanbic IBTC” Stanbic IBTC Bank PLC. “State Debt Office” The Bayelsa State Debt Management Office set up in accordance with the provisions of the Bayelsa State Debt Management Office Law, 2009 and is charged with managing the State’s debts. “Sterling Capital” Sterling Capital Markets Limited. “The NSE” or “The Exchange” The Nigerian Stock Exchange. ‘The Bond Law” The Bayelsa State Bonds and Securities Law 2009 “The State Debt Office Law” The Bayelsa State Debt Management Office Law 2009. “Trustees” First Trustees Nigeria Limited, Skye Trustees Limited and UBA Trustees Limited appointed by the Bayelsa State Debt Management Office to manage the Sinking Fund Account established for the Bond Issue. “Trust Deed” Means the agreement dated June 28, 2010 appointing the Trustees to manage the Sinking Fund Account established for the purpose of the Bond Issue. “Trustees Act” Trustees Investment Act Cap T22, LFN 2004. “UBA Capital” UBA Capital Limited “Underwriting Agreement” Means the agreement made between the Issuer and the Underwriters, to fully underwrite the Bonds on a firm basis. “Underwriters” FBN Capital, United Bank for Africa, BGL, Capital Asset, Skye Bank, Stanbic IBTC, Sterling Bank and Vetiva Capital. “USD” or “US$” The United States Dollar “VAT” Value Added Tax “Vetiva Capital” Vetiva Capital Management Limited Bayelsa State Government Bonds Due 2017 – Prospectus 5 PARTIES TO THE BOND ISSUE The Issuer: The Bayelsa State Government Bayelsa State Secretariat Yenagoa Bayelsa State Representatives of the State His Excellency Chief Timipre Sylva Executive Council Executive Governor and Chairman, State Executive Council Hon. Gideon Ekeuwei Secretary to the State Government Rev. Obegha Julius Oworibo Head of Service Mr. Anthony George-Ikoli (SAN) Honourable Commissioner for Justice & Attorney General Dr. Silva Opuala-Charles Honourable Commissioner for Finance & Budget Dr. Eruani Azipabu Godbless Honourable Commissioner for Health Chief. Josephine Ezonbodor (JP) Honourable Commissioner for Education Engr. Emmanuel Frank-Opigo Honourable Commissioner for Works & Transport Hon. Maxwell Oko Honourable Commissioner for Energy Chief.
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