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. THIS PRICING SUPPLEMENT HAS BEEN SEEN AND APPROVED BY THE MEMBERS OF THE EXECUTIVE COUNCIL OF GOMBE STATE GOVERNMENT AND THEY JOINTLY AND INDIVIDUALLY ACCEPT FULL RESPONSIBILITY FOR THE ACCURACY OF ALL INFORMATION GIVEN.
GOMBE STATE GOVERNMENT OF NIGERIA
PRICING SUPPLEMENT (To the Base Shelf Prospectus dated September 28, 2012)
Offer for Subscription of N20, 000,000,000 Series 1 Bonds due 2019 (Series 1 Issue) (Under the N30, 000,000,000 Bond Issuance Programme)
Issue Price: N1000 at Par Payable in full on Application
Application list Opens: October 2, 2012 Application list Closes: October 2, 2012
An Application has been made to list the Bonds on The Nigerian Stock Exchange
Gombe State (the “State” or “Issuer”), one of the constituent States of the Federal Republic of Nigeria has established this Bond Issuance Programme (“the Programme”), under which the Gombe State may from time to time issue registered bonds (“Bonds”), in separate series or tranches, in amounts, at prices and on terms and conditions (“Terms and Conditions”) contained in the Shelf Prospectus
Each series or tranche (as defined under the Terms and Conditions) will be issued in such amounts, and will have such interest, maturity tenor and other terms and conditions as set out in the applicable Pricing Supplements for each series or tranche (the “Pricing supplement”). The maximum aggregate nominal amount of all Bonds outstanding at anytime under the programme shall not exceed N30, 000,000,000 over the two year that the Shelf Prospectus, including any amendments thereto, remains valid.
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 Pricing Supplement is dated September 28, 2012 1
This document constitutes the Pricing Supplement relating to the Series 1 Issue under the N 30,000,000,000 Bond Issuance Programme and contain particulars in compliance with the requirements of the Securities & Exchange Commission for the purpose of giving information with regard to the Series 1 Issue.
This Pricing Supplement is supplement to, and should be read in conjunction with, the Shelf Prospectus dated September 28, 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.
Final Terms and Conditions
The following particulars constitute the “Final Terms and Conditions” under which the Series 1 Issue shall be offered for subscription:
1. Issuer: Gombe State
2. Series Number: 1
3. Aggregate Nominal Amount: N20,000,000,000
4. Instrument Type: Naira-Denominated Fixed Rate Bond
5. Being Issued: 20,000,000 maximum unit of Bonds
6. Par Value: N1,000.00 (One Thousand Naira Only)
7. Issue Price At Par
8. Tenor: 7 years
9. Minimum Subscription Amount: N100, 000, 000.00 (One Hundred Million Naira) and multiples of N50, 000,000.00 (Fifty Million Naira) thereafter.
10. Issue Period: October 2, 2012 to October 2, 2012
11. Use of Proceeds: The estimated net issue proceeds of N 19.30 billion after the deduction of the issue cost estimated at N 700 million (3.5%) of the Series1 Issue amount will be utilized as follows:
Purpose* Amount (N’m) % New Utilization 17,563 91 Loan Refinancing 1,737 9 Total 19,300 100 * See Appendix 2 for list of projects to be funded from the proceeds of the Series 1 Issue.
12. Mode of Issuance: Book Building
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13. Payment Terms In full on application
14. Investors Qualified Institutional Investors and High Net worth Individuals. They shall include Fund Managers, Insurance Companies, Investment/Unit Trusts, Multilateral and Bilateral Institutions, Registered and/or Verifiable PE funds, Registered and/or verifiable Hedge Funds, Market Makers, Staff Schemes, Trustees/Custodians, Stock Broking Firms and any other category as the Commission may determine.
15. Status: Registered and listed Bonds
16. Security: The Series 1 is constituted under the Supplemental Trust Deed (pursuant to the Programme Trust Deed) and which provides for the maintenance of a Sinking Fund managed by the Trustees who shall hold a charge in favour of the Bondholders.
17. Sinking Fund: A Sinking Fund will be created in accordance with the provisions of the Enabling Law and the ISA. The Sinking Fund shall be principally funded from the Pledged Revenues by way of an Irrevocable Standing Payment Order (ISPO) from Gombe State to the Accountant General of the Federation authorizing a monthly deduction of N381,149,795.00 from its Statutory allocations during the tenor of the Series 1 Bonds.
18. Listing(s): The Nigerian Stock Exchange
19. Dealers: All the Dealers registered with the SEC and appointed by the Issuer to facilitate liquidity in the Debt Securities to be issued under the Programme
20. Clearing System: Central Securities Clearing System Limited
21. Rating: (i) Issuer Rating BBB by Global Credit Rating Co. Limited (“GCR”) Bb by Agusto & Co. Limited (“Agusto”) (ii) Bond Rating A- by Global Credit Rating Co. Limited (“GCR”) A by Agusto & Co. Limited (“Agusto”)
22. Interest Provisions:
(i) Coupon Basis: Book Building
(ii) Coupon Rate: 15.5% per annum
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(iii) Interest Payment Date(s): Interest is payable semi-annually in arrears, with the first interest payment due 6 months from allotment clearance date. Subsequent interim interest payments shall be due every consecutive 6 months and final interest payment date due 84 months from allotment date.
(iv) Day Count Fraction: Actual/365(the actual number of days in a month and 365 days in a year). Different day count conventions may be stipulated in the applicable Pricing Supplement
(v) Business Day Convention: 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 provided that if such a business day falls into the next calendar month, such coupon payment date shall be brought forward to the preceding business day.
(vi) Business Day: A day (other than a Saturday, Sunday or Federal Government of Nigeria declared public holiday) on which commercial banks are open for general business in Abuja and Lagos;
23. Redemption Provisions
(i) Redemption/Repayment Basis: The Series 1 Bonds shall be redeemed at par, in semi-annual repayments on an amortizing basis, in line with an amortization schedule.
(ii) Scheduled Redemption Dates: The first redemption date shall be 6 months from the allotment notification date and subsequent interim redemption dates every consecutive 6 months.
(iii) Final Scheduled Redemption Date: The final redemption date shall be 84 months from the allotment notification date.
(iv) Redemption Amounts: N20, 000,000,000 in the Series1.
(v) Aggregate Redemption Amount of each Bond: Each Bond shall be redeemed in line with an amortization schedule until the aggregate redemption amount per bond equals N1,000
24. Form of Bonds: The Bonds may be issued in certificated form whereupon a Bond Certificate (“Certificate”) will be issued to Bondholders in respect of their registered holding of Bonds. The Bonds may also be issued in without certificates (dematerialised or book entry), which shall be registered with a
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separate securities identification code with the CSCS.
25. Tax Considerations The Bonds are exempt from taxation in Nigeria. As such, all payments made to Bondholders shall be free and clear of Withholding, State and Federal Income and Capital Gains Taxes with no deductions whatsoever being made at source.
26. Liquidity Status The Bonds shall qualify for the conferment of liquid asset status to Deposit Money Banks, in accordance with the CBN Act (2007)
27. Parties to the Issue: As listed in Appendix 7.
28. Governing Law: The Series 1 Issue and all related contractual documentation will be governed by, and construed in accordance with Nigerian law.
29. Appendix: Appendix 1: Declaration by the Issuer Appendix 2: Use of Proceeds Appendix 3: Bond Amortization Schedule Appendix 4: Extract from Reporting Accountants Appendix 5: Extract from Rating Agencies Report Appendix 6: Documents Available for Inspection Appendix 7: Parties to the Series 1 Issue Appendix 8: Procedure for Application and Allotment
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APPENDIX 1: DECLARATION BY THE ISSUER
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APPENDIX 2: USE OF PROCEEDS
The estimated net issue proceeds of N19.30billion after the deduction of the issue cost estimated at N700million (3.5%) of the Series1 Issue amount will be used to finance the following Developmental Projects:
Amount Amount to be Project Already allocate Estimated Project % of Net S/n Project Description Cost Spent on d from Completion Name Proceeds (N’m) Project the Period (N’m) Bond (N’m)
Construction of Gombe Township Road, Kaltungo Township 1 Township Road, Bambam & 8,882 2,787 6,095 31.58% 52 weeks Roads Cham Township Road and Dukku Township Road
Construction of Billiri- Regional Gujuba-Kamo -Awak Road, 2 4,765 1,765 2,781 14.41% 56 weeks Roads Bjoga-Ashaka Gari Road and Akko-Bula-Abuja Road
Design and Construction of College of Phase 1 which includes 3 Education, 974 - 974 5.05% 52 weeks Administrative Block and 37 Billiri Classrooms
Construction of 4Nr.3BR Semidetached Bungalow, 3 School of Hostel Blocks, Library & Basic & 4 Administrative Block, Lecture 2,219 - 2,219 11.50% 40 weeks Remedial Theatre & Cafeteria, Studies Kumo Maintenance and Laboratories Workshops
Renovation and Extension work on GSSS Billiri, GSSS Secondary Gombe, GAC Gombe, GGC 5 3,089 1,545 1,545 8.00% 52 weeks Schools Doma, GJSS Gabukka and procument of School Furniture & Equipment
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Amount Amount to be Project Already allocate Estimated Project % of Net S/n Project Description Cost Spent on d from Completion Name Proceeds (N’m) Project the Period (N’m) Bond (N’m)
Procurement of Bulldozers, Motor Graders, Excavators, Earth-Moving 6 Wheelloaders, Truck Crane, 589 - 589 3.05% 4 weeks Equipment Water Tanker, Toyota Hilux and other related equipment
Construction of Metro Park (Phase 1) which will include 8 nos Gate House, Main 7 Mega Park* 2,893 - 2,159 11.19% 52 weeks Terminal Building, 3no Mechanical Workshop and other related facilities
Construction of Admin & Laboratory, Classroom School of Blocks, Male and Female 8 2,274 - 1,204 6.24% 52 weeks Nursing* Hostels, Principal and Vice Principal Quarters, Mosque, Sport Area and Gate House
To refinance N1.73 billion of the outstanding Internal Loans of N4.16 billion obtained from Local Banks as 9 Refinancing at June 30, 2012. The loans 1,734 1,734 1,734 8.98% N/A were obtained principally for the construction of Cham- Burma-Kulani and Kashere- Dongol-Billiri regional roads Total 27,419 7,831 19,300 100%
* The excess of the Project Cost over the amount to be allocated from the Series I Issue shall be funded from FGN Statutory Allocation and Internally Generated Revenue of the GOSG.
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APPENDIX 3: BOND AMORTIZATION SCHEDULE
GOMBE STATE GOVERNMENT AMORTISATION SCHEDULE FOR THE DEVELOPMENT BOND
Description Basic Fixed rate Amortization Loan amount (N) 20,000,000,000 Annual interest rate 15.50 % Loan period in years 7 Number of payments per year 2
Period Beginning Balance Scheduled Principal Interest Ending Balance Annual Interest Payment Expense
1 20,000,000,000.00 2,390,825,802.81 840,825,802.81 1,550,000,000.00 19,159,174,197.19 2 19,159,174,197.19 2,390,825,802.81 905,989,802.52 1,484,836,000.28 18,253,184,394.67 3,034,836,000.28 3 18,253,184,394.67 2,390,825,802.81 976,204,012.22 1,414,621,790.59 17,276,980,382.45 4 17,276,980,382.45 2,390,825,802.81 1,051,859,823.17 1,338,965,979.64 16,225,120,559.28 2,753,587,770.23 5 16,225,120,559.28 2,390,825,802.81 1,133,378,959.46 1,257,446,843.34 15,091,741,599.82 6 15,091,741,599.82 2,390,825,802.81 1,221,215,828.82 1,169,609,973.99 13,870,525,771.00 2,427,056,817.33 7 13,870,525,771.00 2,390,825,802.81 1,315,860,055.55 1,074,965,747.25 12,554,665,715.44 8 12,554,665,715.44 2,390,825,802.81 1,417,839,209.86 972,986,592.95 11,136,826,505.58 2,047,952,340.20 9 11,136,826,505.58 2,390,825,802.81 1,527,721,748.62 863,104,054.18 9,609,104,756.96 10 9,609,104,756.96 2,390,825,802.81 1,646,120,184.14 744,705,618.66 7,962,984,572.82 1,607,809,672.85 11 7,962,984,572.82 2,390,825,802.81 1,773,694,498.41 617,131,304.39 6,189,290,074.40 12 6,189,290,074.40 2,390,825,802.81 1,911,155,822.04 479,669,980.77 4,278,134,252.36 1,096,801,285.16 13 4,278,134,252.36 2,390,825,802.81 2,059,270,398.25 331,555,404.56 2,218,863,854.11 14 2,218,863,854.11 2,390,825,802.81 2,218,863,854.11 171,961,948.69 0.00 503,517,353.25
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APPENDIX 4: EXTRACT FROM REPORTING ACCOUNTANTS REPORT LETTER FROM THE REPORTING ACCOUNTANTS
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APPENDIX 5: EXTRACT FROM RATING AGENCIES REPORTS
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APPENDIX 5: EXTRACT FROM RATING AGENCIES REPORTS
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APPENDIX 5: EXTRACT FROM RATING AGENCIES REPORTS
13
APPENDIX 5: EXTRACT FROM RATING AGENCIES REPORTS
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APPENDIX 6: DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents may be inspected at the offices of the Issuing Houses listed on page 5, during normal business hours on any week day (except public holidays), during the Issue Period October 2 to October 2, 2012):
(a) Certified true copy of the Enabling Law; (b) The Resolution of the Gombe State Executive Council dated January 25, 2012 authorizing the Programme; (c) The State Government’s gazettes (for the Principal Law and Amendment) dated August 12, 2011 and 16 June 2012 respectively confirming the instrument authorising the Programme; (d) The House of Assembly Resolution dated January 26, 2012 authorizing the Programme; (e) Letter dated January 27, 2012, from the Federal Ministry of Finance, approving the Irrevocable Standing Payment Order (with respect to the series being issued) by Gombe State to the Accountant-General of the Federation, authorizing a monthly deduction of N 381,149,795.00 directly from the State’s statutory allocation to service the principal and interest obligations on the series 1; (f) Letter from the Securities and Exchange dated September 26, 2012 approving the registration of the Shelf Prospectus and the Programme; (g) The Programme Trust Deed dated September 28, 2012 between the Gombe State Government on one part and the Trustees on the other part; (h) The Supplemental Trust Deed dated September 28, 2012 for series 1; (i) The Audited Financial Statements of Gombe State for each of the five years ended 31st December 2007, 2008, 2009, 2010, and 2011; (j) The Report by PWC on the audited Financial Statements of Gombe State for the five years ended 31st December 2007, 2008, 2009, 2010, and 2011; (k) The Report of the Solicitors on Claims and Litigation; (l) The Rating Reports of Agusto & Co and GCR, the Rating Agencies; (m) The Material Contracts referred to on page 65 of the Shelf Prospectus and other contracts relating to projects (being funded with the series 1 proceeds) listed in Appendix 2; (n) Project documents relating to projects (being funded with the series 1 proceeds) listed in Appendix 2; (o) The written consents of the Representatives of the State and all Professional Parties to the Programme; (p) The written consents of the Representatives of the State and all Professional Parties to the Series 1Issue
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APPENDIX 7: PARTIES TO THE SERIES 1 ISSUE
ISSUER Gombe State Government of Nigeria Government House Gombe Gombe State
REPRESENTATIVES OF THE GOMBE STATE EXECUTIVE COUNCIL: His Excellency, Alhaji Ibrahim Hassan Dankwambo Executive Governor and Chairman of the Council
His Excellency, Tha’ Anda Jason Rubainu Deputy Governor and Commissioner for Land and Survey
Alhaji Abubakar Sulei Bage Secretary to the State Government
Alhaji Hassan Muhammadu Honourable Commissioner for Finance
Mr. Abdul-Hameed Ibrahim Honourable Commissioner for Justice and Attorney General
Ahmed Abubakar Walama Honourable Commissioner for Local Govt. and Community Development
Mr. Mijinyawa Sani Labaran Honourable Commissioner for Youth and Empowerment
Dr. Ishaya Kennedy Honourable Commissioner for Health
Alhaji Jalo Abubakar Honourable Commissioner for Special Duties
Dr. Hamza Sule Wuro Bokki (FCPIN) Honourable Commissioner for Trade and Industry
Dr. Hassan A. Haruna Honourable Commissioner for Cooperative and Rural Development
Mrs. Aishatu M.B Ahmad Honourable Commisioner for Education
Mr. Dahiru Buba Biri Honourable Commissioner for Agriculture
Mr. Mohammed Danladi Honourable Commissioner for Economic Planning
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APPENDIX 7: PARTIES TO THE SERIES 1 ISSUE
Mr. Bulus Samuel Adamu Honourable Commissioner Culture & Tourism
Hon. Dr. Isa A. Muhammed Wade Honourable Commissioner for Higher Education
Mrs. Fatima Abubakar Honourable Commissioner for Women Affairs
Mr. Habu Dawaki (Rev) Honourable Commissioner for Information
Mr. Ahmad Shehu Hadi Honourable Commissioner for Works
Mr. Babagoro Abdulkadir Yahaya Honourable Commissioner for Science and Solid Minerals Development
Mr. Rabenson Zebulun Wasa Honourable Commissioner for Housing and Transport
Mr. Idris Muhammad Mahdi Commissioner for Water Resources Town Planning
SOLICITOR TO GOSG Attorney General & Commissioner for Justice of Gombe State Tudun wada, Gombe. Gombe State
AUDITOR TO GOSG Jeremiah T. Dillos Auditor General of Gombe State Office of the Auditor General Gombe
ACCOUNTANT TO GOSG Mohammed Tukur Seyoji Accountant General of Gombe State Office of the Accountant General Gombe
LEAD ISSUING HOUSE Access Bank Plc Plot 999c, Danmole Street Off Adeola Odeku/Idejo Street Victoria Island Lagos
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APPENDIX 7: PARTIES TO THE SERIES 1 ISSUE
JOINT-ISSUING HOUSES BGL Plc 12a, Catholic Mission Street Lagos Island, Lagos.
Finmal Finance Services Limited Plot 785, Herbert Macaulay way Central Business District, Abuja
Greenwich Trust Limited Plot 1698A, Oyin Jolayemi Street Victoria Island, Lagos GTB Asset Management Limited 37, Karimu Kotun Street Victoria Island, Lagos.
UBA Capital Limited UBA House, 57 Marina Lagos.
LEAD STOCKBROKER Marina Securities Limited 10, Amodu Ojikutu Street Victoria Island Lagos
JOINT STOCKBROKERS Camry Securities Wesley House Annex 21/22 marina, Lagos
Finmal Finance Services Limited Plot 785, Herbert Macaulay way Central Business District, Abuja
Gombe Securities Limited B.C.G.A Investment Shopping Mall Gombe Gombe State
Security Swaps Limited Okoi Arikpo house (1st floor) 5, Idowu Taylor Street Victoria Island, Lagos
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APPENDIX 7: PARTIES TO THE SERIES 1 ISSUE
TRUSTEES ARM Trustees Limited 9, Bayo kuku road Ikoyi Lagos
UBA trustee limited 15th Floor, UBA House 57 Marina Lagos
ALM Consulting Limited Cluster B, Block B12, Flat 102 1004, Estates, Victoria Island Lagos
SOLICITORS TO THE TRUSTEE Aluko and Oyebode 35, Moloney Street Lagos Island, Lagos
SOLICITORS TO THE ISSUE Tokunbo Orimobi & Co. 52/54 Murtala Muhammed way UBA/WEMA Bank Building 1st Floor, Ebute Metta Lagos
Akanbi & Wigwe 8th Floor, St Peters House 3 Ajele Street Lagos
REPORTING ACCOUNTANTS PriceWater HouseCoopers (Nig) 252E Muri Okunola Street Victoria Island Lagos
RATING AGENCIES Agusto & Co. Limited 5th floor, UBA House 57 Marina Lagos
Global Credit Rating Co. Ltd. 17th Floor, New Africa House 31 Marina Lagos
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APPENDIX 7: PARTIES TO THE SERIES 1 ISSUE
REGISTRAR United Securities Limited 10, Amodu Ojikutu Street Victoria Island Lagos
RECEIVING BANK Access Bank Plc Plot 999c, Danmole Street Off Adeola Odeku/Idejo Street Victoria Island Lagos
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APPENDIX 8: PROCEDURE FOR APPLICATION AND ALLOTMENT
1. APPLICATION
1.1 Qualified Investors are hereby invited to apply for Units of the Bond through the Book Runners/ Issuing Houses.
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 October 2, 2012 and close on October 2, 2012 Applications/Bids must be for a minimum of 100,000 Units and in multiples of 50,000 Units thereafter. The number of Units for which an application is made and the Participation Amount(s) and the Bid Coupon Rate must be entered in the boxes provided on the Commitment Form.
1.4 The completion of a Commitment Form is a confirmation by each Participant that the Order is irrevocable and creates a binding obligation on the Participant which, to the fullest extent of the law, shall not be capable of recession or termination by any Participant.
1.5 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.
1.6 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.
1.7 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 14 above. All transfer charges, if any, must be paid by the applicant and no application will be accepted unless thus has been done.
2. ALLOTMENT The Allotment Proposal will be submitted to the Securities & Exchange Commission for clearance. All irregular or suspected multiple applications will be rejected.
3. APPLICATION MONIES 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/E-allotment notification 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.
Any investor who prefers the issue of the bonds in dematerialized form should specify the details of his/her stockbroking firm, CHN and CSCS accounts. E-allotment notification will be sent by registered post to the applicants address not later than 15 working days from the date of approval of the allotment
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INSTRUCTION FOR COMPLETING THE COMMITMENT/BID FORM
1. All applications must be made on the official Application Form or photocopy, downloaded or scanned copy of the Commitment / Bid Form.
2. Applications must not be for less than the minimum number of Units and in the quantity stated on the Commitment / Bid Form. Applications for more than the minimum number of Units must be in the multiples stated on the Commitment/Bid Form. The number of Units for which an application is made should be entered in the boxes provided.
3. The Commitment / Bid Form when completed should be lodged with any of the Book Runners listed on page 17/18. Successful Participants should ensure that payment of the Participation Amounts is received by [.], 2012 (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. A Commitment/Bid 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 Commitment / Bid 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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BID/COMMITMENT FORM LEAD ISSUING HOUSE/BOOK RUNNER Application List Opens Application List Closes OCTOBER 2, 2012) OCTOBER 2, 2012)
RC: 125384 Joint Issuing Houses/Joint Book Runner
On behalf of RC: 189502 RC: 52321 RC: 444999 RC: 223042 RC: 105859
GOMBE STATE GOVERNMENT OF NIGERIA
Offer for subscription N 20,000,000,000 Series 1: Development Bond 2012/2019
ISSUED AT PAR AT N 1,000 PER UNIT
Orders must be in accordance with the instructions set out in this Pricing Supplement; care must be taken to follow these instructions as applications that do not comply may be rejected. If you are in any doubt, please consult your Stockbroker, Accountant, Banker, Solicitor or any professional adviser for guidance.
Please complete all relevant sections of this Form USING BLOCK LETTERS WHERE APPLICABLE PARTICIPANT’S STATUS (PLEASE TICK) Date (DD/MM/YY): Control No. (for Registrars’ Use Only) / / 2 0 1 2
High Net Worth Investors DECLARATION: Fund Managers I/We hereby confirm that I am/ we are qualified persons to participate in this Bond issue in accordance with applicable SEC rules and Regulation Pension Fund Administrators Insurance Companies I/We confirm that I/we have read the Pricing Supplement dated xx, July 2012 and that my/our orders is/are made on the terms set therein.
Investment/Unit Trusts Multilateral/Bilateral Institution I/We irrevocably undertake and confirm my/our order(s) for the Bonds equivalent to my/our Participation Amount(s) set out below at the coupon rate to be discovered through the book building process. Market Makers Staff Schemes I/We authorize the Issuer to make the necessary changes in the Pricing Supplement for filing of the final Pricing Supplement with the SEC without intimation to me/us and use this Commitment Form as the Application Form for the purpose of this Issue. Trustees/Custodians
Stock-broking Firms I/We note that the Issuer and the Issuing Houses/Book Runners are entitled in their absolute discretion to accept or reject this order. Resident Corporate Investors Non-Resident Investors I/We agree to accept the participation amount as may be allocated to me/us subject to terms in this Pricing Supplement Hedge Funds Banks I/We authorize you to enter my/our name on the Register of Holders as holders of the Bonds that may be allotted to me/us and to register my/our address as given below:
PARTICIPATION DETAILS (The Participation Amount(s) and the Bid Coupon Rate(s) being offered must be set out in the boxes below) Participant have the option to make a maximum of three orders on the Commitment Form and such options shall not be considered as multiple applications. All orders must be for a minimum of N 100,000,000 and in multiples of N 50,000,000 thereafter.
ORDERS1 Participation amount (minimum of N 100,000,000 and multiples of N 50,000,000 thereafter) BID COUPON RATE IN FIGURES IN WORDS 23 ORDERS2 Participation amount (minimum of N 100,000,000 and multiples of N 50,000,000 thereafter) BID COUPON RATE IN FIGURES IN WORDS
COMMITMENT FORM REVERSE SIDE
Number of units applied for:______GUIDE TO APPLICATION Value of units applied for:______Number of Bonds applied for Amount Payable Cheque details 100,000 Minimum N (100,000,000) Value of cheque/bank draft:______Subsequent Multiples of 50,000 N (50,000,000) Name of bank/branch:______Cheque number:______CSCS:______CHN:______PLEASE COMPLETE IN BLOCK LETTERS AND IN BLACK INK C. APPLICANT’S DETAILS FOR REGISTRARS’ USE ONLY CONTROL NUMBER
Surname/Corporate Names ______
Number of Bonds Other Names (for Individual Applicant Only):) Applied for
______Full Postal Address: Number of Bonds Alloted
City: State: ______Amount Paid Land Phone Number: Mobile (GSM) Phone: N ______
Value of Bonds Alloted Email address: N ______Contact Person(For Corporate Applicant)/Next of kin(For Individual Applicant): Amount to be Returned
N ______
Cheque No/Transfer Details ALLOTMENT PREFERENCE
Please tick in the box to indicate allotment preference - CERTIFICATE ELECTRONIC (BOOK ENTRY) ______STAMP OF ISSUING HOUSE PARTICIPANT’S CSCS ACCOUNT NO.
PARTICIPANT’S CHN NO.
Name of Stockbroking Firm
B. SIGNATORY(IES) (CORPORATE ONLY) 1.Name(Surname name first): 2.Name(Surname name first):
Designation:______Signature & date:______Designation:______Signature & date:______
A. BANK DETAILS (for Payments)
Name of bank/branch: Account Number
INCORPORATION NUMBER & COMPANY SEAL OF CORPORATE APPLICANT STAMP OF RECEIVING AGENT 24
Registrars’ office: 10 Amodu Ojikutu Street, Off Bishop Oluwole Street, Victoria Island, Lagos. Tel: 01- 2714566-7 [email protected]