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The Lagos State Government of Nigeria

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The Lagos State Government of Nigeria THIS DOCUMENT IS IMPORTANT AND YOU ARE ADVISED TO CAREFULLY READ AND UNDERSTAND ITS CONTENTS. IF YOU ARE IN DOUBT ABOUT ITS CONTENTS OR THE ACTION TO TAKE PLEASE CONSULT YOUR STOCKBROKER, SOLICITOR, BANKER OR AN INDEPENDENT INVESTMENT ADVISER. THIS PROSPECTUS HAS BEEN SEEN AND APPROVED BY THE MEMBERS OF THE LAGOS STATE EXECUTIVE COUNCIL AND THEY JOINTLY AND INDIVIDUALLY ACCEPT FULL RESPONSIBILITY FOR THE ACCURACY OF ALL INFORMATION GIVEN AND CONFIRM THAT, AFTER HAVING MADE INQUIRIES WHICH ARE REASONABLE IN THE CIRCUMSTANCES AND TO THE BEST OF THEIR KNOWLEDGE AND BELIEF, THERE ARE NO OTHER FACTS, THE OMISSION OF WHICH WOULD MAKE ANY STATEMENT HEREIN MISLEADING. For information concerning certain risk factors which should be considered by prospective investors, see risk factors on page 30. THE LAGOS STATE GOVERNMENT OF NIGERIA SUPPLEMENTARY SHELF PROSPECTUS OFFER FOR SUBSCRIPTION OF LAGOS STATE N57,500,000,000 FIXED RATE BOND [SERIES 2] 2010/2017 (UNDER THE N275,000,000,000 DEBT ISSUANCE PROGRAMME) THIS SUPPLEMENTARY SHELF 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) 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 THE SHELF PROSPECTUS AND ANY SUPPLEMENTARY SHELF PROSPECTUS DOES NOT IN ANY WAY WHATSOEVER SUGGEST THAT THE SECURITIES & EXCHANGE COMMISSION ENDORSES OR RECOMMENDS THE SECURITIES OR ASSUMES RESPONSIBILITY FOR THE CORRECTNESS OF ANY STATEMENT MADE OR OPINION OR REPORT EXPRESSED THEREIN. THIS SUPPLEMENTARY SHELF PROSPECTUS IS A DRAFT RED HERRING PROSPECTUS AND IS ISSUED IN ACCORDANCE WITH SECURITIES & EXCHANGE COMMISSION GUIDELINES ON BOOK BUILDING. THE PROSPECTUS DOES NOT HAVE COMPLETE PARTICULARS OF THE COUPON TO BE PAID ON THE BONDS BEING OFFERED. UPON THE APPROVAL OF THE SECURITIES & EXCHANGE COMMISSION, AND BEFORE THE BID OPENING DATE, THIS DOCUMENT WILL BECOME A RED HERRING PROSPECTUS. THIS DOCUMENT WILL BECOME A PROSPECTUS UPON FILING WITH THE SECURITIES & EXCHANGE COMMISSION AFTER THE DETERMINATION OF THE COUPON. Lead Issuing House RC 622258 Joint Issuing Houses RC 261272 RC733583 RC 125097 RC446599 RC 639491 RC 446561 RC 672560 This Supplementary Shelf Prospectus will be available on the following websites on April 19, 2010: www.lagosstate.gov.ng www.sec.gov.ng www.chapelhilldenham.com www.afrinvestwa.com www.radixng.com www.fbncapital.com www.firstcitygroup.com www.skyebankng.com www.stanbicibtcbank.com www.zenithcapitalmarkets.com [ Book Build Opens April 7, 2010 Book Build Closes April 13, 2010 THE LAGOS STATE GOVERNMENT HAS NOT ISSUED AN IRREVOCABLE STANDING PAYMENT ORDER (“ISPO”) IN RESPECT OF THIS SERIES 2 ISSUANCE. CONSEQUENTLY, THE BONDS WILL NOT BE BACKED BY AN ISPO; NEITHER HAS A THIRD PARTY GUARANTEE BEEN OBTAINED This Offer is restricted to Qualified Institutional Investors and High Networth Individuals as defined by the SEC Rules and Regulation 78(C)(2) THIS SUPPLEMENTARY SHELF PROSPECTUS IS DATED APRIL 19, 2010 TABLE OF CONTENTS 1. SUMMARY OF THE OFFER ................................................................................................................................................... 4 2. PARTIES TO THE OFFER ....................................................................................................................................................... 6 3. REPRESENTATIVES OF THE LAGOS STATE EXECUTIVE COUNCIL .................................................................................. 13 4. LAGOS STATE .................................................................................................................................................................... 20 4.1. OVERVIEW OF LAGOS STATE ..................................................................................................................................................................................... 20 4.2. JUDICIAL ADMINISTRATION ..................................................................................................................................................................................... 21 4.3. LAGOS STATE TEN POINT AGENDA ............................................................................................................................................................... 22 4.4. GOVERNANCE AND BEST PRACTICES ....................................................................................................................................................................... 25 4.5. MEDIUM TERM STRATEGY OF THE STATE ............................................................................................................................................................... 25 4.6. FINANCES OF LAGOS STATE ...................................................................................................................................................................................... 25 4.7. THE DEBT ISSUANCE PROGRAMME .......................................................................................................................................................................... 27 4.8. THE N50 BILLION FIXED RATE BOND ISSUANCE (SERIES 1) ................................................................................................................................. 28 4.9 UPDATE ON USE OF PROCEEDS (SERIES 1) ............................................................................................................................................................... 28 4.10 CONCLUSION ............................................................................................................................................................................................................... 29 5. RISK & MITIGATING FACTORS ....................................................................................................................................... 30 6. FINANCIAL FORECAST ...................................................................................................................................................... 32 6.1. REPORTING ACCOUNTANTS’ REPORT...................................................................................................................................................................... 32 6.2. LETTER FROM THE JOINT FINANCIAL ADVISERS/ISSUING HOUSES ...................................................................................................................... 33 6.3. REVENUE AND EXPENDITURE FORECAST ................................................................................................................................................................. 34 6.4. ASSUMPTIONS ............................................................................................................................................................................................................. 35 7. FINANCIAL SUMMARY ...................................................................................................................................................... 36 7.1. REPORTING ACCOUNTANTS’ REPORT...................................................................................................................................................................... 36 7.2. STATEMENT OF ASSETS AND LIABILITIES ................................................................................................................................................................ 37 7.3. STATEMENT OF REVENUE AND EXPENDITURE ........................................................................................................................................................ 37 7.4. NOTES TO THE FINANCIAL STATEMENTS ................................................................................................................................................................ 37 8. RATINGS REPORT ............................................................................................................................................................. 44 9. USE OF PROCEEDS ............................................................................................................................................................. 46 10. BOOK BUILD PROCESS ...................................................................................................................................................... 50 11. OTHER GENERAL INFORMATION ............................................................................... ERROR! BOOKMARK NOT DEFINED. 11.1 STATEMENT OF INDEBTEDNESS ................................................................................................................................................................................ 51 11.2 CLAIMS, LITIGATIONS AND DISPUTES ..................................................................................................................................................................... 51 11.3 MATERIAL CONTRACTS ............................................................................................................................................................................................. 51 11.4 COSTS AND EXPENSES
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