INTERNATIONAL BREWERIES PLC RC 9632
65,000,000,000 (SIXTY-FIVE BILLION NAIRA ONLY) COMMERCIAL PAPER ISSUANCE PROGRAMME
International Breweries PLC IB PLC public limited liability company 65,000,000,000 (Sixty-Five Billion Naira Only) commercial paper issuance p IB PLC may from time to time issue commercial paper , in separate series or tranches subject to compliance with all relevant laws and in accordance with the terms and conditions (as defined in the section ) contained in this Programme Memorandum .
Each Series or Tranche (as defined under the Terms and Conditions) will be issued in such amounts, and will have such discounts, period of maturity and other terms and conditions as set out in the pricing supplement amount of all CP Notes from time to time outstanding under the CP Programme shall not exceed 65,000,000,000 over a three-year period that this Programme Memorandum, including any amendments thereto, shall remain valid.
This Programme Memorandum 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 Tranche (as defined herein), together with the Applicable Pricing Supplement. This Programme Memorandum shall be read and construed on the basis that such documents are incorporated and form part of this Programme Memorandum.
The CP Notes will be issued in dematerialised form, registered, quoted and traded via the FMDQ Securities Exchange Limited Exchange platform in accordance with the rules, guidelines and such other regulation with respect to the issuance, registration and quotation of commercial paper as may be prescribed Exchange from time to time, or any other recognized trading platform as approved by the CBN. The securities will settle via any central securities depository registered or recognised by the Securities and Exchange Commission, acting as custodian and clearing agent for the Notes.
This Programme Memorandum and the Applicable Pricing Supplement shall be the sole concern of the Issuer and the party to whom this Programme Memorandum and the Applicable Pricing Supplement is delivered (the apable of distribution and should not be distributed by the Recipient to any other parties nor shall any offer made on behalf of the Issuer to the Recipient be capable of renunciation and assignment by the Recipient in favour of any other party. If any Recipient is in any doubt about this Programme oker, accountant, solicitor and/or any other professional adviser for guidance. In the event of any occurrence of a significant factor, material mistake or inaccuracy relating to the information included in this Programme Memorandum, the Issuer will prepare a supplement to this Programme Memorandum or publish a new Programme Memorandum for use in connection with any subsequent issue of CP Notes.
ARRANGER / DEALER DEALER
STANBIC IBTC CAPITAL LIMITED STANDARD CHARTERED CAPITAL & ADVISORY NIGERIA RC 1031358 LIMITED RC 680774
ISSUING, CALCULATION AND PAYING AGENT
STANBIC IBTC BANK PLC RC 125097
THIS PROGRAMME MEMORANDUM IS DATED 24 MAY 2021
CONTENTS
DEFINITIONS AND INTERPRETATIONS 3 IMPORTANT NOTICES 7 INCORPORATION OF DOCUMENTS BY REFERENCE 8 SUMMARY OF THE PROGRAMME 9 USE OF PROCEEDS 11 REVISED CBN GUIDELINES ON ISSUANCE OF CPS 12 TERMS AND CONDITIONS OF THE NOTES 14 TAX CONSIDERATIONS 19 RISK FACTORS 20 SETTLEMENT, CLEARING AND TRANSFER OF NOTES 23 PRO FORMA APPLICABLE PRICING SUPPLEMENT 25 OVERVIEW OF INTERNATIONAL BREWERIES PLC 28 AUDITOR S REPORT ON THE SUMMARY FINANCIAL INFORMATION 34 SUMMARY FINANCIAL INFORMATION 36 EXTRACT FROM ISSUER'S RATING REPORT 39 LEGAL OPINION ON THE NOTES 40 GENERAL INFORMATION 53 PARTIES TO THE PROGRAMME 54
2 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME DEFINITIONS AND INTERPRETATIONS
In this Programme Memorandum, unless inconsistent with the context or separately defined in the Applicable Pricing Supplement, the following expressions shall have the following meanings. Words in the singular shall include the plural and vice versa, references to a person shall include references to a body corporate, and reference to a gender includes the other gender.
Anheuser-Busch InBev A multinational drink and brewing company (ultimate parent of SA/NV International Breweries PLC) engaged in the production, distribution, and sale of beer, alcoholic beverages and soft drinks worldwide.
AB InBev, together with its subsidiaries.
Applicable Pricing The document(s) to be issued pursuant to the Programme Memorandum, Supplement which shall provide the definitive final terms and conditions relating to a specific Tranche or Series under the Programme.
Arranger Stanbic IBTC Capital Limited.
BA Banker s Acceptance.
Board or Directors Board of directors of the Issuer.
Business Day Any day excluding Saturdays, Sundays and a public holiday declared by the Federal Government of Nigeria on which banks are open for general banking business in Lagos Nigeria.
Business Hours 8.00a.m. to 5.00p.m. on any Business Day, as the case may be.
Companies and Allied Matters Act 2020.
Central Bank of Nigeria.
CBN Guidelines on the Issuance and Treatment of Bankers Acceptances and Commercial Papers issued on 11 September 2019 and the CBN Circular of 12 July 2016 on Mandatory Registration and Listing of Commercial Paper or any amendments thereto.
Capital Gains Tax as provided for under the Capital Gains Tax Act (Chapter C1) LFN 2004 (as amended by the Finance Act 2019).
Companies Income Tax Act (Chapter C21) LFN, 2004 (as amended by the Companies Income Tax (Amendment) Act No. 11 of 2007 and the Finance Act 2019).
Commercial Paper not backed by a guarantee or such other credit enhancement. Clean CPs shall only be sold to Qualified Institutional Investors and EIs.
Commercial Paper.
The commercial paper issued by the Issuer from time to time pursuant to the Programme Memorandum and any Applicable Pricing Supplement as promissory notes and held in a dematerialised form by the Noteholders through the CSD.
Terms and conditions, in accordance with which the Notes will be issued,
The 65,000,000,000 (sixty-five billion naira) domestic commercial paper issuance programme established by the Issuer which allows for the multiple issuance of Notes from time to time under a standardised documentation framework.
Central Securities Clearing System PLC or FMDQ Depository Limited (which expression shall include their successors) or any additional or alternative clearing system or any clearing system as may otherwise be specified in the Applicable Pricing Supplement.
3 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME DEFINITIONS AND INTERPRETATIONS
The rules governing transfer of title in securities held with the CSD.
A securities account maintained by a Noteholder with the CSD.
CSCS Central Securities Clearing System PLC.
Such method of calculating the discount as specified in the Applicable Pricing Supplement.
Stanbic IBTC Capital Limited Standard Chartered Capital & Advisory Nigeria Limited any additional dealer appointed pursuant to the Dealer Agreement from time to time, which appointment may be for a specific issue or on an
any Dealer pursuant to the Dealer Agreement. Appointed dealers will be disclosed in the Applicable Pricing Supplement for each issuance under the programme.
The dealer agreement dated on or about the date of this Agreement entered into between the Issuer and the Dealers.
"Deed of Covenant" The Deed of Covenant dated 24 May 2021 executed by the Issuer in respect of the Notes issued under the Issuing, Calculation and Paying Agency Agreement.
"Default Rate" The interest rate equivalent to the daily overnight NIBOR + 5% per annum or issue rate +5% per annum (whichever is higher).
An investor that is not a Qualified Institutional Investor as defined in the FMDQ Exchange Rules, that has executed a declaration attesting to his/her/its eligibility in the manner prescribed in the FMDQ Exchange Rules.
An event of default by the Issuer as set out in Condition 6.
"Face Value" The par value of the Notes.
"FGN" Federal Government of Nigeria.
"FIRS" Federal Inland Revenue Service.
FMDQ Depository Limited.
or the FMDQ Securities Exchange Limited, a securities exchange and self- regulatory organisation licensed by the Securities and Exchange Commission to provide a platform for, amongst others, listing, quotation, registration and trading of securities.
Exchange The FMDQ Exchange Commercial Paper Registration and Quotation Rules, April 2021, as may be amended or supplemented from time to time.
Any event or circumstance (or combination of events or circumstances) that is beyond the control of the Issuer which materially and adversely affects its ability to perform its obligations as stated in the Conditions, which could not have been reasonably foreseen, including without limitation, nationwide strikes, lockout, national emergency, pandemic, epidemic, riot, war, civil commotion, unrest or disturbances, embargo, legislation, acts of God, acts of terrorism, and industrial unrest.
Any federal, state or local government of the Federal Republic of Nigeria.
"Implied Yield" The yield accruing on the Issue Price of a Note, as specified in the Applicable Pricing Supplement.
"ISIN" International Securities Identification Number.
4 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME DEFINITIONS AND INTERPRETATIONS
"Issuer IB PLC , or the International Breweries PLC, a public limited company incorporated under Company the laws of the Federal Republic of Nigeria with RC No 9632 and having its registered office at 22/36 Glover Road, Ikoyi, Lagos.
"Issue Date" In relation to any Note, the date on which the Note is issued by the Issuer in accordance with the Issuing, Calculation and Paying Agency Agreement and the terms and conditions in the Applicable Pricing Supplement.
"Issue Price" The price at which the relevant Series/Tranche of the Notes is issued, as specified in the Applicable Pricing Supplement.
"Issuing, Calculation and Stanbic IBTC Bank PLC, as issuing, calculation and paying agent or any Paying Agent" or "Agent" or other Agent that may be appointed under the Programme. ICPA"
The agreement dated 24 May 2021 between the Issuer and the Issuing, or Calculation and Paying Agent.
"LFN 2004" Laws of the Federation of Nigeria 2004.
"Maturity Date In relation to any Series or Tranche, the date on which redemption monies date" are due and payable in respect of the Notes as specified in these Conditions and the Pricing Supplement.
The official currency of the Federal Republic of Nigeria.
The Nigerian Inter-bank Offered Rate.
"Nigeria" The Federal Republic of Nigeria. "Nigerian" shall be construed accordingly.
in relation to the Notes, all the Notes issued, other than: (i) those Notes which have been redeemed pursuant to the provisions of the Conditions; (ii) those Notes in respect of which the date (including, where applicable, any deferred date) for its redemption in accordance with the relevant conditions has occurred and the redemption moneys have been duly paid in accordance with the provisions of the Conditions; and (iii) those Notes which have become void under the provisions of the Conditions.
Personal Income Tax Act (Chapter P8) LFN 2004 (as amended by the Personal Income Tax (Amendment) Act of 2011 and the Finance Act 2019).
"Principal Amount" The Face Value of each Note.
"Pricing Supplement" The document(s) to be issued pursuant to the Programme Memorandum, which shall provide the final terms and conditions of a specific issue of a Series/Tranche of the Notes under the Programme.
"Programme Memorandum" This information memorandum in respect of the Programme dated 24 May 2021 providing detailed particulars of the Programme and includes any supplementary programme memorandum issued by the Issuer from time to time in respect of the Notes.
Include banks, fund managers, pension fund administrators, insurance companies, investment/unit trusts, multilateral and bilateral institutions, registered private equity funds, registered hedge funds, market makers, staff schemes, trustees/custodians, stockbroking firms and any other category of investors as may be determined by SEC from time to time.
The amount specified in the Applicable Pricing Supplement as the amount payable in respect of each Note at the Redemption Date.
5 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME DEFINITIONS AND INTERPRETATIONS
"Register" The register to be maintained by the Registrar in respect of the Notes and the Noteholders.
"Registrar" The ICPA or such other registrar as may be appointed by the Issuer in respect of the Notes issued under the Programme.
"Relevant Date" In respect of any payment, the date on which such payment first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date seven (7) days after that on which notice is duly given to the Noteholders that such payment will be made.
"Relevant Last Date" The date specified in the Applicable Pricing Supplement after which transfer of the Notes will not be registered.
"SEC" The Securities and Exchange Commission, Nigeria.
"SEC Rules" The Rules and Regulations of the Securities and Exchange Commission 2013, (as may be amended from time to time by the SEC), made pursuant to the Investments and Securities Act No. 29 of 2007 (as may be amended from time to time).
"Series" A series of Notes issued by the Issuer comprising one or more Tranches, having identical terms on issue and expressed to have the same series number but may not have the same Issue Date and issue price.
A resolution passed by at least three fourths (3/4) majority of the total number of Noteholders at any point in time.
Terms and conditions, in accordance with which the Notes will be issued,
"Tranche" In relation to a Series, those Notes of that Series that are issued on the same date and at the same issue price.
A code specifically designated/assigned to identify a Commercial Paper.
"VAT" Value Added Tax as provided for in the Value Added Tax Act (Chapter V1) LFN, 2004 (as amended by the Value Added Tax (Amendment) Act No. 12 of 2007 and the Finance Act 2019) .
Withholding Tax as provided for in section 78(2) of CITA and section 70 of the PITA.
"Zero Coupon Notes" Notes which will be offered and sold at a discount to their Principal Amount and will not bear interest, save for default interest payable on late payments.
6 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME IMPORTANT NOTICES
This Programme Memorandum contains information provided by the Issuer in connection with the CP Programme under which the Issuer may issue and have outstanding at any time, Notes up to a maximum 65,000,000,000. The Notes shall be issued subject to the Terms and Conditions contained in this Programme Memorandum. The Issuer shall not require the consent of the Noteholders for the issue of Notes under the Programme. The Issuer accepts responsibility for the information contained in this Programme Memorandum. To the best of the knowledge and belief of the Issuer (who has taken all reasonable care to ensure that such is the case), the information contained or incorporated by reference in this Programme Memorandum is correct and does not omit anything likely to affect the import of such information. To the fullest extent permitted by law, the Arranger and Dealers or other professional advisers make no representation, warranty or undertaking, express or implied and accept no responsibility for the contents of this Programme Memorandum or for any other statement, made or purported to be made by the Arranger and Dealers or on their behalf in connection with the Issuer or the issue and offering of the Notes. The Arranger and Dealers and other professional advisers accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this Programme Memorandum or any such statement. To the fullest extent permitted by law, the Arranger and Dealers accept no responsibility for the contents of this Programme Memorandum or for any other statement, made or purported to be made by the Arranger or any Dealer or on their behalf in connection with the Issuer or the Programme and offering of the Notes. The Arranger and Dealers accordingly disclaim all and any liability whether arising in tort or contract or otherwise (save to the extent precluded by law), which they might otherwise have in respect of this Programme Memorandum or any such statement. No person has been authorised by the Issuer to give any information or to make any representation not contained or not consistent with this Programme Memorandum or any information supplied in connection with the CP Programme and if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, unless explicitly delivered by the Issuer. Neither this Programme Memorandum nor any other information supplied in connection with the CP Programme is intended to provide a basis for any credit or other evaluation or should be considered as a recommendation by the Issuer, the Arranger or the Dealers that any Recipient or any other information supplied in connection with the CP Programme should purchase any Notes. Each person contemplating the purchase of any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the credit worthiness, of the Issuer. Neither this Programme Memorandum nor any other information supplied in connection with the CP Programme constitutes an offer or invitation by or on behalf of the Issuer to any person to subscribe for or to purchase any Notes. The delivery of this Programme Memorandum does not at any time imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof. Investors should review, among other things, the most recent audited annual financial statements of the Issuer prior to taking any investment decision. Notes issued under the Programme shall be restricted to Qualified Institutional Investors and Eligible Investors who meet the qualification criteria prescribed by FMDQ Exchange from time to time. All currency risks assumed by investors upon purchase of the Notes are borne by the individual investors. The Arranger, the Dealers and the ICPA are under no obligation to seek recovery or initiate any action against the Issuer on behalf of a Noteholder. This Programme Memorandum is not for distribution and does not constitute an offer of securities for sale or subscription, in the United States of America, Canada, Japan, Australia, the United Kingdom and the European Economic Area or in any other jurisdiction in which such an offer for sale or subscription would be unlawful or would require qualification or registration. Securities may not be offered in the United States of America without registration or an exemption from registration under the securities laws of the United States of America or in any other jurisdiction, except in accordance with applicable law. Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the persons except in accordance with Regulation S under the Securities Act. FMDQ SECURITIES EXCHANGE LIMITED TAKES NO RESPONSIBILITY FOR THE CONTENTS OF THIS PROGRAMME MEMORANDUM, NOR ANY OTHER INFORMATION SUPPLIED IN CONNECTION WITH THIS CP PROGRAMME, MAKES NO REPRESENTATION AS TO ITS ACCURACY OR COMPLETENESS AND EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING FROM OR IN RELIANCE UPON THE WHOLE OR ANY PART OF THE CONTENTS OF THIS PROGRAMME MEMORANDUM.
7 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME INCORPORATION OF DOCUMENTS BY REFERENCE
This Programme Memorandum should be read and construed in conjunction with: 1. each Applicable Pricing Supplement relating to any Series or Tranche issued under the Programme; and 2. the audited annual financial statements (and notes thereto) and any audited interim financial statements published subsequent to such annual financial statements of the Issuer for the financial years/periods prior to each issue of Notes under this Programme, which shall be deemed to be incorporated into, and to form part of, this Programme Memorandum and which shall be deemed to modify, complete and/or supersede the contents of this Programme Memorandum as appropriate. The Issuer may for so long as any Note remains outstanding, publish an amended and restated Programme Memorandum or a supplement to the Programme Memorandum on the occasion of any subsequent issue of Notes, where there has been: (a) a material change in the condition (financial or otherwise) of the Issuer which is not then reflected in the Programme Memorandum or any supplement to the Programme Memorandum; or (b) any modification of the terms of the Programme, which would then make the programme materially inaccurate or misleading. Any such new Programme Memorandum as supplemented and/or modified shall be deemed to have been substituted for the previous Programme Memorandum or to have modified the previous Programme Memorandum from the date of its issue. The Issuer will provide free of charge to each prospective investor upon request, a copy (which includes an electronic copy at the Issuer's option) of any of the documents deemed to be incorporated herein by reference, unless such documents have been modified or superseded. Requests for such documents shall be directed to the Issuer at its specified office(s) as set out in this Programme Memorandum.
8 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME SUMMARY OF THE PROGRAMME
The following summary does not purport to be complete and is taken from, and is qualified in its entirety by the remainder of this Programme Memorandum and the Applicable Pricing Supplement:
1. Issuer: International Breweries PLC.
2. Programme Description: Domestic Commercial Paper Issuance Programme.
3. Size of Programme: 65,000,000,000 (sixty-five billion Naira).
4. Issuance in Series: The Notes will be issued in Series and each Series may comprise one or more Tranches issued on different dates. The Notes in each Series, each a Tranche, will have the same maturity date and identical terms (except that the Issue Dates and Issue Price may be different). Details applicable to each Series or Tranche will be specified in the Applicable Pricing Supplement.
5. Arranger: Stanbic IBTC Capital Limited.
6. Dealers: Stanbic IBTC Capital Limited, Standard Chartered Capital & Advisory Nigeria Limited and any other additional Dealer appointed pursuant to the Dealer Agreement from time to time, which appointment may be for a specific issue or on an ongoi the appointment of any Dealer pursuant to the Dealer Agreement. Appointed dealers will be disclosed in the Applicable Pricing Supplement for each issuance under the programme.
7. Issuing, Calculation and Paying Stanbic IBTC Bank PLC or any other Agent that may be Agent: appointed under the Programme.
8. Auditor: PricewaterhouseCoopers Chartered Accountants.
9. Central Securities Depository: Central Securities Depository specified in the Applicable Pricing Supplement.
10. Solicitor: Udo Udoma & Belo-Osagie.
11. Use of Proceeds: The net proceeds from each issue of Notes under the Programme will be used for the purpose of supporting the short-term working capital and funding requirements of the Issuer or as may otherwise be described in the Applicable Pricing Supplement.
12. Source of Repayment: The repayment of all obligations under the Programme will be funded from the cash flows of the Issuer, unless otherwise specified in the Applicable Pricing Supplement.
13. Method of Issue: The Notes may be offered and sold to Eligible Investors or QIIs by way of a fixed price offer for subscription or through a book building process and/or any other methods as described in the Applicable Pricing Supplement within Nigeria or otherwise, in each case as specified in the Applicable Pricing Supplement.
14. Maturity Date: As specified in the Applicable Pricing Supplement, subject to a minimum tenor of 15 days and a maximum tenor of 270 days (including rollover, from date of issue). The maturity date of all outstanding CPs shall also not exceed the validity period of the applicable Issuer/CP Programme rating designated at the commencement of the registration of the CP Programme.
15. Interest Payments: Notes issued will be in the form of Zero-Coupon Notes.
9 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME SUMMARY OF THE PROGRAMME
16. Default Rate: Interest rate equivalent to the daily overnight Nigerian Inter-bank Offered Rate (NIBOR) + 5% per annum or issue rate + 5% per annum (whichever is higher).
17. Issue Price: The Notes shall be issued at a discount. The effective discount will be calculated based on such Day Count Fraction as specified in the Applicable Pricing Supplement.
18. Issue Size: As specified in the Applicable Pricing Supplement.
19. Currency of Issue: The Notes issued under this programme will be denominated in Naira.
20. Redemption: As stated in the Applicable Pricing Supplement, subject to the CBN Guidelines and FMDQ Exchange Rules.
21. Rating: The Issuer has been assigned a rating of Bbb+ by Agusto & Co Limited.
Pursuant to the CBN Guidelines and FMDQ Exchange Rules, either the Issuer or the specific issue itself shall be rated by a rating agency registered in Nigeria or any international rating agency acceptable to the CBN.
A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.
22. Status of the Notes: Each Note constitutes a direct, unconditional, unsubordinated and unsecured obligation of the Issuer and the Notes rank pari passu among themselves and, save for certain payment obligations mandatorily preferred by law, pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer outstanding from time to time.
23. Quotation: The Issuer will quote all Series or Tranches issued on the Exchange sed trading platform. All secondary market trading of the Notes shall be done in accordance with the rules in relation to the quotation or listing of any Series or Tranche quoted or listed on the relevant trading platform.
24. Taxation: Refer to the section of this Programme Memorandum headed "Tax Considerations".
25. Governing Law: The Notes issued under the Programme and all related contractual documentation will be governed by, and construed in accordance with, Nigerian law.
26. Settlement Procedures: The Notes will be settled via direct debit, electronic funds transfers, NIBBS Instant Payment ( NIP ), NIBBS
and in accordance with the guidelines and procedures of the CSD.
10 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME USE OF PROCEEDS
The net proceeds from each issue of Notes will be used for the purpose of supporting the short-term working capital and funding requirements of the Issuer or as may otherwise be described in the Applicable Pricing Supplement.
SOURCE OF REPAYMENT The repayment of all obligations under the Programme will be funded from the operating cash flows of the Issuer, unless otherwise specified in the Applicable Pricing Supplement.
11 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME REVISED CBN GUIDELINES ON ISSUANCE OF CPS
BACKGROUND In an attempt to facilitate the effective and efficient functioning of the Nigerian money market and provide a regulatory framework for the issuance of CPs and BAs in Nigeria, the CBN on 18 November 2009, issued the CBN Guidelines which were subsequently updated and circulated on 11 September 2019.
REGULATORY FRAMEWORK Issuance of and investment in CPs by banks and discount houses in Nigeria is subject to the provisions of the CBN Guidelines and the FMDQ Exchange Rules. The provisions applicable to CPs under the CBN Guidelines are as highlighted below:
QUALIFICATION A CP qualifies as a financing vehicle if: i. the issuer has 3 years' audited financial statements, the most current not exceeding 18 months from the last financial year end; and ii. the issuer has an approved credit line with a Nigerian bank acting as an issuing and paying agent, where the bank guarantees the issue.
SIZE AND TENOR CPs shall be issued at the primary market for a minimum value of 100,000,000 and multiples of 50,000,000 or as otherwise determined.
Furthermore, they shall be issued for maturities of between 15 days and 270 days, including rollover, from the date of issue. The interest or discount element on maturing CPs may not be capitalised and rolled over.
RATING Either the issuer of CP or the specific issue shall have an investment grade rating (minimum of BBB-) by a rating agency registered in Nigeria or any international rating agency acceptable to the CBN.
An indicative rating should have been obtained prior to the submission of declarations and information to the Clearing Agent.
INVESTORS IN BANKERS ACCEPTANCES AND COMMERCIAL PAPERS CPs may be issued to and held by individuals, deposit money banks, other corporate bodies registered or incorporated in Nigeria and unincorporated bodies, non-resident Nigerians and foreign institutional investors.
FORMS OF MAINTAINING CPS Issuers and investors in CPs may issue or hold CPs in dematerialized or physical form. Issuers and investors are encouraged to issue and hold CPs in a dematerialized form.
ISSUING AND PAYING AGENT Only a deposit money bank and discount house may act as an ICPA for the issuance of CP.
GENERAL REQUIREMENTS i. CPs are only redeemable at maturity and as such cannot be pre-liquidated.
ii. Investors may rediscount the paper with the Issuer before maturity at new market terms if the Issuer is willing to purchase the risk.
iii. Any proposed issue of CPs shall be completed within the period of two (2) weeks from the date of opening of the issue for subscription.
iv. All CPs issued in Nigeria shall be registered with the Clearing Agent, which shall serve as the custodian of all issues and central depositary for all dematerialised instruments.
COMPLIANCE WITH THE CBN GUIDELINES The Issuer has complied with all applicable provisions as stated in the CBN Guidelines. A legal opinion confirming adherence to the CBN Guidelines is incorporated on page 40 of this Programme Memorandum.
12 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME REVISED CBN GUIDELINES ON ISSUANCE OF CPS
COMPLIANCE WITH SECURITIES REGULATIONS There is no obligation for the Issuer to register the Notes with the SEC. This is by virtue of Rule 8 of the SEC Rules, which exempts short-term securities (including notes) with maturity dates not exceeding nine months from the date of issuance from registration with the SEC.
MANDATORY REGISTRATION & QUOTATION The CBN Circular of 12 July 2016 on Mandatory Registration and Listing of Commercial Papers requires CPs to be registered and quoted on authorised securities exchanges. Accordingly, banks are prohibited from transacting in CPs (that are not quoted or intended for quotation on an authorised securities exchange), in any capacity whatsoever, including to act as issuer, guarantor, issuing, placing, paying and collecting agent, issuing, calculation and paying agent etc.
The CBN having approved the quotation rules of FMDQ Exchange has cleared it for the quotation of CPs in Nigeria.
13 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME TERMS AND CONDITIONS OF THE NOTES
The following are the Terms and Conditions of the Notes to be issued by the Issuer under the Programme. The provisions of the Applicable Pricing Supplement to be issued in respect of any Series are incorporated by reference herein and will supplement these Terms and Conditions for the purposes of those Notes. The Applicable Pricing Supplement in relation to any Series of Notes may specify other terms and conditions, which shall, to the extent so specified, to the extent inconsistent with the Terms and Conditions contained herein, replace, or modify the following Terms and Conditions for the purpose of such Series of Notes.
1. ISSUANCE OF NOTES The Issuer may from time to time, subject to these Terms and Conditions, issue Notes in one or more Series on a continuous basis under the Programme in an aggregate principal amount not exceeding -five billion Naira). Any Series of Notes issued under the Programme shall be constituted by, be subject to, and benefit from, the Deed of Covenant.
2. FORM, DENOMINATION AND TITLE 2.1 Form and Denomination 2.1.1 Unless otherwise specified in any Applicable Pricing Supplement, the Notes shall be registered electronically, serially numbered and denominated in a minimum amount of
2.1.2 The Notes issued under this Programme will be denominated in Naira or in the relevant currency stated in the Applicable Pricing Supplement.
2.1.3 The Notes will be issued in the form of discounted notes.
2.1.4 The Notes will be issued through book-entry deposit by crediting the CSD account of applicants and a Register shall be maintained by the Registrar.
2.2 Title 2.2.1 Title to the Notes will pass upon credit to the CSD account of each of the Noteholders.
2.2.2 Transfer of title to Notes shall be effected in accordance with the rules of the CSD and the rules governing transfer of title in securities traded on FMDQ Exchange.
2.2.3 The Issuer may deem and treat the registered Holder of any Note as the person indicated in the Register as the absolute owner thereof for all purposes, including but not limited to the payment of outstanding obligations in respect of the Notes, and no liability shall attach to any person for such a determination.
3. STATUS OF THE NOTES Each Note constitutes a direct, unconditional, unsubordinated and unsecured obligation of the Issuer and the Notes rank pari passu among themselves and, save for certain payment obligations mandatorily preferred by law, pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer outstanding from time to time.
4. REDEMPTION
The Notes are only redeemable at maturity and will be redeemed at the Face Value specified in the Applicable Pricing Supplement.
5. PAYMENTS The Face Value of the Notes will be paid to the Noteholders shown on the Register at the close of business on the Relevant Last Date. The registered Noteholder shall be the only person entitled to receive payments in respect of the Notes and the Issuer will be discharged by payment to, or to the order of, the registered Noteholder in respect of each amount so paid. 5.1 Method of Payments 5.1.1 Only Noteholders named in the Register as at the close of business on the Relevant Last Date specified in the Applicable Pricing Supplement after which transfer of the Notes will not
14 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME TERMS AND CONDITIONS OF THE NOTES
be registered, shall be entitled to payment of amounts due and payable in respect of the Notes.
5.1.2 Payment of outstanding obligations in respect of the Notes will be made by electronic funds transfer, in Naira to the account of the Noteholder specified in the Register.
5.1.3 All monies payable in respect of the Notes shall be paid to or to the order of the Noteholders by the Issuing, Calculation and Paying Agent. Noteholders shall not be required to present and/or surrender any documents of title to the Issuing, Calculation and Paying Agent.
5.1.4 In the case of joint Noteholders, payment by electronic transfers will be made to the account of the Noteholder first named in the Register. Payment by electronic transfer to the Noteholder first named in the Register shall discharge the Issuer of its relevant payment obligations to joint Noteholders under the Notes.
5.1.5 In the case of nominees, the nominee shall be paid as the registered Noteholder, which payee shall in turn be responsible for transferring such funds to the holders of the beneficial interests.
5.1.6 Neither the Issuer nor its agents shall be responsible for any loss in transmission of funds paid in respect of each Note.
5.1.7 If the Issuer is prevented or restricted directly or indirectly from making any payment by electronic funds transfer (whether by reason of strike, lockout, fire explosion, flood, riot, war, accident, act of God, embargo, legislation, shortage of or breakdown in facilities, civil commotion, government interference or control or any other cause or contingency beyond the control of the Issuer), the Issuer shall make such payment by cheque (or by such number of cheques as may be required in accordance with applicable banking law and practice). Such payments by cheque shall be sent through a reputable and registered courier operator to the address of the Noteholder as set forth in the Register.
5.1.8 Cheques may be posted by registered mail, provided that neither the Issuer nor the Agent shall be responsible for any loss in transmission and the postal authority shall be deemed to be the agent of the Noteholders for the purposes of all cheques posted in terms of this condition.
5.2 Payment Day Payment shall be made on a Business Day. If the due date for payment of any amount in respect of the Notes is not a Business Day, then the Noteholder thereof shall not be entitled to payment of the amount due until the next Business Day. The Noteholder shall not be entitled to any further interest or other payment in respect of such delay. Provided that where the next Business Day falls in a different calendar month, that payment shall be made on the immediately preceding Business Day.
5.3 Closed Periods No Noteholder may require the transfer of the Notes (i) during the period of five (5) Business Days ending on the due date for redemption in respect of that Note; or (ii) following the issuance of a default notice to the Issuer pursuant to the conditions stated in the Conditions of Default (Action upon Event of Default).
6. EVENT OF DEFAULT 6.1 Event of Default An event of default in relation to the Notes (each an "Event of Default") shall arise if any one or more of the following events shall have occurred and is continuing: 6.1.1 If the Issuer fails to make payment in full by the Maturity Date;
6.1.2 If the Issuer fails to perform or observe any of its other obligations under the Notes and such failure has continued for a period of seven (7) days following the service on the Issuer of a written notice requiring that breach to be remedied;
15 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME TERMS AND CONDITIONS OF THE NOTES
6.1.3 Should any, representation, warranty or undertaking made in connection with any documentation supplied by the Issuer be, in the Arranger's opinion, materially incorrect;
6.1.4 If the Issuer initiates bankruptcy or insolvency proceedings or becomes insolvent, or is provisionally or finally sequestrated, or is provisionally or finally wound up, or is unable to pay its debts as they become due as prescribed under the CAMA or any other applicable law, or is placed under provisional or final judicial management, or enters into a scheme of arrangement or compromise with its creditors;
6.1.5 Should the shareholders of the Issuer pass a resolution for the winding up of the Issuer;
6.1.6 If an attachment, execution or other legal process is levied, enforced upon, issued on or against a material or substantial part of any assets of the Issuer and is not discharged or stayed within 90 (ninety) days of service by the relevant officer of the court of such attachment, execution or other legal process; or
6.1.7 If a writ of execution is issued by any competent court attaching any material or substantial part of assets belonging to the Issuer and such remains unsatisfied for more than 10 (ten) Business Days after the date on which it is issued.
6.2 Action upon Event of Default
6.2.1 Upon the occurrence of an Event of Default which is continuing, any Noteholder may by written notice to the Issuer at its specified Office(s), effective upon the date of receipt thereof by the Issuer , declare the Notes held by that Noteholder to be forthwith due and payable, provided that no such action shall be taken if the Issuer withholds or refuses to make any payment in order to comply with any law or regulation of Nigeria or to comply with any order of a court of competent jurisdiction.
6.2.2 Upon the occurrence of an Event of Default, the Issuer shall pay Noteholders interest at the Default Rate from the Default Payment Date until the debt obligations to the Noteholders have been settled in full. In addition, the Noteholders shall have the right to exercise all other remedies available to them under the laws of Nigeria.
7 REGISTER 7.1 The Register shall be maintained by the Registrar. The Register shall reflect the number of Notes issued and shall contain the name, address, and bank account details of the registered Noteholders. The Register shall set out the aggregate Principal Amount of the Notes issued to such Noteholder and the date of issue.
7.2 Statements issued by the CSD as to the aggregate number of Notes standing to the CSD account of any person shall be conclusive and binding for all purposes save in the case of manifest error and such person shall be treated by the Issuer and the Issuing, Calculation and Paying Agent as the legal and beneficial owner of such aggregate number of Notes for all purposes.
7.3 The Register shall be open for inspection during the normal business hours of the Issuing, Calculation and Paying Agent to any Noteholder or any person authorised by the Noteholder.
7.4 The CSD and Issuing, Calculation and Paying Agent shall alter the Register in respect of any change of name, address or bank account number of any of the registered Noteholders of which it is notified in accordance with these Terms and Conditions.
8. NOTICES 8.1 Notices to the Noteholders 8.1.1 All notices to the Noteholders will be valid if mailed by pre-paid registered mail to them at their respective addresses of record in the relevant register of Notes of a Series maintained by the Registrar. The Issuer shall also ensure that notices are duly given or published in a manner which complies with the requirements, rules and regulations of the Exchange or such other regulatory authority as may be applicable to the Notes.
16 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME TERMS AND CONDITIONS OF THE NOTES
8.1.2 Any notice shall be deemed to have been given on the second day after being so mailed, the date of delivery or on the date of first publication in national newspapers.
8.2 Notices from the Noteholders 8.2.1 Notices to be given by any Noteholder to the Issuer shall be in writing and given by lodging the same with the Issuing, Calculation and Paying Agent at its registered office.
8.2.2 Any change of name or address on the part of a Noteholder shall forthwith be notified to the Agent who shall inform the CSD to effect the change in the Register.
9. MODIFICATION 9.1 The Arranger and the Issuer may agree, without the consent of the Noteholders, to any modification of the Terms and Conditions which is of a formal, minor or technical nature or is made to correct a manifest error or to comply with the mandatory provisions of any law in Nigeria and which is not prejudicial to the interest of the Noteholders. 9.2 Save as provided in condition 9.1 above, no amendment of the Terms and Conditions may be effected unless: (a) such amendment is in writing and signed by or on behalf of the Issuer; and (b) such amendment: 9.2.1 (i) if it affects the rights, under the Terms and Conditions, of all the Noteholders, is signed by or on behalf of Noteholders, holding not less than 75% of the outstanding Principal Amount of all the Notes; or 9.2.2 (ii) if it affects only the rights, under the Terms and Conditions, of a particular group (or groups) of Noteholders, is signed by or on behalf of the Noteholders in that group (or groups) holding not less than 75% of the outstanding Principal Amount of all the Notes held by that group. 9.3 Any such modification shall be binding on the Noteholders and shall be notified to the Noteholders in accordance with Condition 8 as practicable thereafter.
10. MEETING OF NOTEHOLDERS 10.1 The Issuer may at any time convene a meeting of all Noteholders upon at least 21 days prior written notice to such Noteholders. The notice is required to be given in terms of Condition 8. Such Notice shall specify the agenda, special resolution, date, place and time of the meeting to be held, which place shall be in Nigeria.
10.2 Any director and/or duly appointed representative of the Issuer may attend and speak at a meeting of the Noteholders but shall not be entitled to vote, other than as a Noteholder or as a proxy or representative of a Noteholder.
10.3 Noteholders holding not less than 50% in Principal Amount of the outstanding Notes shall be able to request the Issuer to convene a meeting of Noteholders. Should the Issuer fail to convene such a meeting within 10 days of such a request being received by the Issuer, the Noteholders requesting the meeting may convene such a meeting.
10.4 A Noteholder may by an instrument in writing (a "Form of Proxy") signed by the holder or, in the case of a corporation executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation, appoint any person (a "Proxy") to act on his or its behalf in connection with any meeting or proposed meeting of the Noteholders.
10.5 Any Noteholder which is a corporation may by resolution of its directors or other governing body authorise any person to act as its representative (a "Representative") in connection with any meeting or proposed meeting of the Noteholders.
10.6 Any Proxy or Representative appointed shall, so long as the appointment remains in force, be deemed for all purposes in connection with any meeting or proposed meeting of the Noteholder specified in the appointment, to be the Holder of the Notes to which the appointment relates and the Holder of the Notes shall be deemed for such purposes not to be the Holder.
17 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME TERMS AND CONDITIONS OF THE NOTES
10.7 The chairman of the meeting shall be appointed by the Issuer. The procedures to be followed at the meeting shall be as determined by the chairman subject to the remaining provisions of this Condition 10. Should the Noteholders request a meeting, and the Issuer fails to convene such a meeting within 10 days of such request, then the chairman of the meeting held at the instance of the Noteholders, shall be selected by a majority of Noteholders present in person or by Proxy.
10.8 At any such meeting 2 or more Noteholders present in person, by Representative or by Proxy, holding in aggregate not less than 1/3 of the Principal Amount of Notes outstanding shall form a quorum.
10.9 On a poll, each Noteholder present in person or by Proxy at the time of the meeting shall have the number of votes equal to the number of Notes, by denomination held by the Noteholder.
10.10 If within 30 minutes after the time appointed for any such meeting a quorum is not formed, the meeting shall, if convened upon the requisition of Noteholders, be dissolved. In any other case, the meeting shall be adjourned to such date and time not being less than 14 days nor more than 21 days thereafter and at the same time and place. At such adjourned meeting, 2 or more Noteholders present or represented by Proxy shall form a quorum and shall have the power to pass any Special Resolution and to decide upon all matters which could properly have been dealt with at the original meeting had the requisite quorum been present.
11. CHANGE OF AGENT 11.1 The Issuer is entitled to vary or terminate the appointment of the Agent and /or appoint additional or other agents and/or approve any change in the Specified Office through which any agent acts, provided that there will at all times during the subsistence of the Programme, be an agent with specified offices.
11.2 The Agent acts solely as agent of the Issuer and does not assume any obligation towards or any relationship of agency or trust for or with any Noteholder.
12. FURTHER ISSUES The Issuer shall be at liberty from time to time without the consent of the Noteholders to issue further Notes under the Programme.
13. GOVERNING LAW These Terms and Conditions and the provisions of this Programme Memorandum and the Notes are governed by, and shall be construed in accordance with, the laws of Nigeria.
18 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME TAX CONSIDERATIONS
The tax consequences of investments in the Notes are broadly summarised below. The summary is not intended and should not be construed, to be tax advice to any particular subscriber. Except as otherwise indicated, this summary only addresses Nigerian tax legislation, as in effect and in force at the date hereof, as interpreted and applied by the Nigerian courts or tax authorities in Nigeria, without prejudice to any amendments introduced at a later date and implemented with or without retroactive effect.
INCOME TAXES The Companies Income Tax (Exemption of Bonds and Short-Term Government Securities) Order 2012 Order grants exemption to income and interest earned, by corporate bodies for a period of 10 years with effect from the commencement date of 2nd January 2012. By virtue of the Order, income and interest earned, by corporate bodies liable to tax under the CITA, on corporate bonds from 02 January 2012 to 01 January 2022 are exempt from tax. The Order applies to all categories of bonds, but in relation to short term securities, the Order refers only to FGN short term securities and, therefore, it is not clear whether it extends to those issued by corporates. Furthermore, in accordance with the provisions of the Finance Act, any expense incurred in deriving tax-exempt income would not be deductible for the purpose of arriving at taxable profit. In addition to the waivers granted under the Order, amendments to the PITA include an exemption on all forms of taxes on income earned from investment made by individuals in, among other things, corporate bonds. In contrast to the Order in respect of companies that invest in corporate bonds, no limitation period applies with respect to the exemption from income tax, which has been granted pursuant to the PITA in connection with interest or income earned on corporate bonds by any individual or other bodies liable to tax under the PITA. The exemption in the PITA applies to all categories of corporate bonds and short-term securities issued by corporates. The Notes being discounted instruments, no interest will be paid on the Notes and accordingly, the Notes will not be subject to the withholding of tax. This is based on section 78 of the CITA and section 70 of the PITA, which require companies to withhold tax only on interest payments. However, the discount on the Notes may be construed as income and taxed in accordance with applicable Nigerian tax laws.
The foregoing summary does not purport to be comprehensive and does not constitute advice on tax to any actual or prospective purchaser of Notes issued under the Programme. In particular, it does not constitute a representation by the Issuer or its advisers on the tax consequences attaching to a subscription or purchase of Notes issued under the Programme. Tax considerations that may be relevant to a decision to acquire, hold or dispose of Notes issued under the Programme and the tax consequences applicable to each actual or prospective purchaser of the Notes may vary. Any actual or prospective purchaser of the Notes who intends to ascertain his/her tax position should seek professional advice from his/her preferred professional advisers as to the tax consequences arising from subscribing to or purchasing the Notes, bearing in mind his/her peculiarities. Neither the Issuer nor its advisers shall be liable to any subscriber or purchaser of the Notes in any manner for placing reliance upon the contents of this section.
19 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME RISK FACTORS
The following section does not describe all the risks (including those relating to each particular circumstances) with respect to an investment in the Notes. The risks in the following section are provided as general information only. Prospective investors should refer to and carefully consider the risks described below and the information contained elsewhere in this Programme Memorandum, which may describe additional risks associated with the Notes. Investors should also seek professional advice before making investment decisions in respect of the Notes.
RISKS RELATED TO IB PLC
OPERATIONAL RISK
Although IB PLC sources raw materials from within the country, some raw materials are imported, and this could be subject to port delays with respect to obtaining the requisite clearances. In addition, foreign exchange scarcity below). Imported raw materials could also be subject to arbitrary increases in tax and duties. Volatility and sudden increase in input costs due to shortages may not be easily passed to the consumer which may affect
Like other manufacturing businesses in Nigeria, the Company is also impacted by the intermittent supply of electricity and the underdeveloped transport infrastructure in the country. Sourcing alternative electricity, the unstable pricing and, oftentimes, scarcity of fuel for power generation also increases operational challenges, contributing to the potential fluctuation of overheads. In addition, poor rail and road networks limit land-based transport, further increasing overall business costs.
COMPETITIVE RISK
This is the risk that competitors will prevent the Company from achieving its goals and objectives. IB PLC operates in a highly competitive environment dominated by a few brewers. Its competitiveness could be behind its competitors. compete for customers through aggressive marketing campaigns, new product launches, price wars and may consider the acquisition of other smaller brewers in the industry. Although the Company is the second largest brewer in Nigeria by capacity, failure to successfully compete with its competitors may cause it to cede market share, thereby adversely affecting its brand, financial performance and prospects.
REGULATORY AND POLITICAL RISK
The volatility in the Nigerian regulatory and political system can adversely affect IB results and financial conditions, leading to the Company incurring significant material costs, reduced production or asset value, amongst others. There is a risk of adverse change in legislation or in interpretation of legislation, which may violate applicable laws and regulations and expose IB PLC to potential liability, thereby affecting financial performance negatively. In addition, the Company is subject to health, safety and environment laws in Nigeria. These laws impose duties to protect people, the environment and the communities in which the Company operates. In particular, the Company is under the regulatory purview of the National Agency for Food and Drug Administration and Control (NAFDAC) which prescribes the requirements, classification and types of beverages manufactured, imported, exported, advertised and sold in Nigeria. Failure to manage and comply with these regulatory, environmental, health and safety requirements properly could result in litigation, fines, closure of factory or other regulatory action which may materially and adversely aff
LOWER DISPOSABLE INCOME
Sales in the Nigerian brewing sector would be impacted by a significant posable income which may arise as a result of inflation or high cost of living, amongst other factors. Any shocks to global oil prices and its attendant impact on export revenues and the value of the Naira can equally undermine consumer spending power. Consequently, IB PLC could experience a decline in sales in the short and long term due to decrease in discretionary consumer expenditure.
Furthermore, consumer preferences may shift for a variety of reasons, including changes in economic does not respond in a timely or effective manner to changes in consumer preferences, there may be a reduction in sales.
INTEREST RATE RISK
This is the risk of loss arising from fluctuations in the future cash flow or fair values of assets and liabilities because of a change in the market interest rate. Interest rate risk occurs when there is a mismatch between interest rate sensitive assets and liabilities. Interest rates are highly sensitive to many factors beyond IB control, including increased regulation of the financial sector, monetary policies, domestic and international
20 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME RISK FACTORS economic and political conditions and other factors. The Company is exposed to interest rate risk as it borrows at multiple interest rates.
LIQUIDITY RISK
This is the inability of IB PLC to access sufficient funds to meet payment obligations in a timely manner. Liquidity risk is assessed by comparing the expected outflows with expected inflows, and liquidity risk arises when there is a mismatch between the inflows and outflows or unexpectedly high outflows.
FOREIGN EXCHANGE RISK
Foreign currency risk is the risk that changes in foreign exchange rates would affect the value of the assets and liabilities as well as off-balance sheet items. This also includes positions in local currency that are indexed to foreign exchange rates. Movement in exchange rates could result in further devaluation of the Naira, which may affect the value of the IB on the Compan
CREDIT RISK
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate. The Company uses other publicly available financial information and its own trading records to rate its major customers.
INTELLECTUAL PROPERTY AND IT RISK
The Company has intellectual property rights to its brand name. Protection of these brand names, trademarks and intellectual property rights is important to maintaining its distinctive corporate and market identity. Although the Company has protected its i ucts and brand remain susceptible to
limitations, th brand image, sales volume and general operations.
Furthermore, t technologies continuously emerging. Emerging technology may be costly to implement. IB PLC may be unable to anticipate these changes, identify and integrate technological developments in order to maintain its competitiveness, maintain a high level of performance and operational excellence and best meet the needs and demands of its customers.
RISK RELATED TO MEDICAL AND / OR HEALTH EMERGENCIES
IB PLC may be susceptible to operational challenges as a result of outbreaks of infectious diseases or pandemics. The COVID-19 pandemic is having significant adverse effects, negatively impacting the global economy (Nigeria inclusive). As a result of the pandemic and in an attempt at curtailing its spread, governments around the world implemented lockdowns and movement restrictions in a bid to identify, trace and isolate all suspected cases. Such occurrences may result in a slowdown of global economic activities.
RISKS RELATING TO THE COMMERCIAL PAPER NOTES
LIQUIDITY RISK
There may not be an active two-way quote trading market for the CPs when issued, and thus the liquidity of the CPs may be limited. Therefore, investors may not be able to sell their CPs in a transparent and efficient system. Although applications will be made for Notes issued under the Programme to be admitted and traded on the FMDQ platform, there is no assurance that such applications will be accepted, that any particular issue of Notes will be so admitted or that an active trading market will develop. Accordingly, there is no assurance as to the development or liquidity of any trading market for any particular issue of Notes.
CREDIT RISK
The Notes may be issued without any external credit enhancement. In such cases, investors, in undertaking the investment, would be relying solely on the creditworthiness of the Issuer for the repayment of his or her investment. As such, any subsequent change(s) in the actual or perceived creditworthiness of the Issuer may adversely affect the value of the Notes and the likelihood of repayment
21 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME RISK FACTORS
CREDIT RATINGS RISK
IB PLC credit ratings are an assessment by the relevant rating agencies of its ability to pay its debts when due. One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not be reflective of the potential impact of all risks related to structure, market, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised, suspended or withdrawn by the rating agency at any time.
MARKET RISK
The market price of the Notes could be subject to significant fluctuations in response to actual or anticipated variations in IB PLC as other factors, including the trading market for notes issued by or on behalf of the Federal Government of Nigeria as a sovereign borrower.
INTEREST RATE RISKS
Investment in fixed rate Notes involves the risk of subsequent changes in market interest rates which may adversely affect the value of the fixed rate Notes. The Notes could be offered at a fixed rate benchmarked against treasury bills; Noteholders will be exposed to potential risks as the Notes may vary inversely with changes in prevailing interest rates. That is, where the interest rates rise, the prices of fixed rate securities fall and when interest rates drop, the prices increase. Accordingly, the extent of the fall or rise in the prices is a function of the existing interest, days to maturity and the increase or decrease in the level of the prevailing interest rates. Increased interest rates which frequently accompany inflation and/or a growing economy are also likely to have a negative effect on the price of the Notes.
NOTES ISSUED AT A DISCOUNT
The Notes are discounted; the market value of securities issued at a discount from their principal amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally, the longer the remaining term of the security, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.
CURRENCY (EXCHANGE RATE) RISK
IB PLC will make payment in respect of the Notes in Naira. This presents certain risks relating to currency financial activities are denominated principally in a currency unit other than the Naira. These include the risk that exchange rates may significantly change (including changes due to currency) and the risk that authorities with jurisdiction ove uivalent: i. yield on the Notes; ii. value of the principal payable on the Notes; and iii. market value of the Notes.
AMENDMENT TO PREVAILING LAWS
This Programme Memorandum, the Notes and the Terms and Conditions, are governed by, and will be construed in accordance with, the laws of Nigeria. No assurance can be given as to the impact of any possible judicial decision or amendment and, or review of the laws of Nigeria or administrative practice in Nigeria after the issue.
22 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME SETTLEMENT, CLEARING AND TRANSFER OF NOTES
Words used in this section shall bear the same meanings as used in the section headed "Definitions and Interpretations", except to the extent that they are separately defined in this section or the meaning if applied, would be clearly inappropriate for the context.
Where FMDQ Depository Limited is acting as the CSD, the process for settlement, clearing and transfer shall be as outlined in the Process Flow for Commercial Paper Admittance document dated 16 March 2020.
CLEARING SYSTEM The Notes will be issued in dematerialised form and will not be represented by any certificate or written instrument. As stipulated by the CBN Guidelines, each Series or Tranche will be held in custody by the CSD, either in the name of the beneficial owner or nominee.
All transactions in the Notes shall be cleared and settled electronically in accordance with the rules and operating procedures of the CSD. Subject as aforesaid, each Tranche will be issued, cleared and transferred in accordance with the Terms and Conditions and will be settled through authorised participants who will follow the electronic settlement procedures prescribed by the CSD.
AUTHORISED PARTICIPANTS The CSD will maintain a central securities account for banks (the "Authorised Participants") and each beneficial owner of the Notes is required to have a sub-account under the Authorised Participants. Noteholders may exercise their rights in respect of the Notes held in the custody of the CSD only through the Authorised Participants.
For purposes of Notes issued under this Programme, the Authorised Participant is Stanbic IBTC Bank PLC and any other bank appointed by the Issuer to act as ICPA.
REGISTRATION a. The Authorised Participant is required to register with the CSD before dealing in CPs. b. Noteholders are required to route their account opening applications and transactions through the Authorised Participant who would then notify the CSD to create a relevant sub-account for the Noteholder. c. Trade Member Code Participant and also open the account(s) requested by the Authorised Participant. d. FMDQ will request for the CP to be registered with the CSD, who in turn will furnish FMDQ and the Authorised Participant with the unique identifier for the registered CP. e. The CSD will re-open the existing ISIN code for all Tranches with same maturity dates, however new ISIN codes will be issued for Tranches with different maturity dates.
LODGEMENT a. The Authorised Participant will electronically lodge CPs with and advise the CSD after lodgement to transfer the CPs to the sub-account of the beneficial owners of the Notes. b. The CSD shall process same within 24 hours of receipt.
REDEMPTION a. No transactions or trades may be effected for any CPs five (5) working days prior to its maturity date. b. The Authorised Participant will submit a letter to the CSD confirming the intention of the Issuer to repay the Noteholders on the Maturity Date by 12.00 noon on the date which is two (2) Business Days before the Maturity Date. c. The Authorised Participant must notify the CSD to expunge (knock-off) matured CPs latest by 3.00pm on the Maturity Date of the CP. d. In case of default by the Issuer, the Issuing, Calculation and Paying Agent must notify the CSD and FMDQ latest by 3.00pm on the Maturity Date to make public, the default status of the CP to the market. e. In case of (d) above, the CP must remain with the CSD until the ICPA pays off the Noteholders and notifies the CSD and the FMDQ with evidence.
23 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME SETTLEMENT, CLEARING AND TRANSFER OF NOTES
SECONDARY MARKET TRADING (OTC) GUIDELINES a. The Authorised Participant will submit CP transaction instructions/details to the CSD via the authorised data-exchange platform. b. CP transactions are to be submitted to the CSD by the applicable cut off time on the settlement date and the Authorised Participant is to state the particular account number where the CP(s) should be traded from or deposited into. c. The CSD shall deliver securities and send confirmation of transfers via the authorised platform by 2.00p.m. on the settlement date to the Nigeria Inter-Bank Settlement System ("NIBSS") and to the Exchange simultaneously. d. NIBSS shall transfer settlement amounts to respective accounts and send confirmation to the CSD, and the Authorised Participant simultaneously. e. Transactions for standard settlement (T+2) shall stop five (5) Business Days before the Maturity Date. Therefore, the last applicable settlement shall be before close of business on the date which is five Business Days before the Maturity Date.
REPORTING a. The CSD will effect the transfer of CPs on the settlement date as advised by the buyer and seller
b. The CSD will advise the Authorised Participant or the Exchange for onward communication to the Authorised Participant, as applicable, of successful and failed transactions on each settlement day. c. le).
TRANSFER OF NOTES Title to beneficial interest in the Notes will pass on transfer thereof by electronic book entry in the securities accounts maintained by the CSD and may be transferred only in accordance with rules and operating procedures of the CSD.
CASH SETTLEMENT Transaction parties will be responsible for effecting the payment transfers either via Real Time Gross Settlement, National Electronic Funds Transfer or any other transfer mode agreed by the Transaction Parties and recognised by the CBN.
24 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME PRO FORMA APPLICABLE PRICING SUPPLEMENT
INTERNATIONAL BREWERIES PLC RC 9632
ISSUE OF [AGGREGATE NOMINAL AMOUNT OF SERIES/TRANCHE] [TITLE OF NOTES] UNDER ITS 65,000,000,000 COMMERCIAL PAPER ISSUANCE PROGRAMME
This Pricing Supplement must be read in conjunction with the Programme Memorandum, dated 24 May 2021 issued by International Breweries 65,000,000,000.00 Commercial Paper Issuance Programme, as amended and / or supplemented from time to time (the "Programme Memorandum").
Any capitalised terms not defined in this Pricing Supplement shall have the meanings ascribed to them in the Programme Memorandum.
This document constitutes the Pricing Supplement relating to the issue of Commercial Paper Notes ("CPs" or the "Notes") described herein. The Notes described herein are issued on and subject to the Terms and Conditions as amended and / or supplemented by the Terms and Conditions contained in this Pricing Supplement. To the extent that there is any conflict or inconsistency between the contents of this Pricing Supplement and the Programme Memorandum, the provisions of this Pricing Supplement shall prevail. the Issuance and Treatment of Bankers Acceptances and Commercial Papers, issued on 11 September 2019, the CBN letter to all deposit money banks and discount houses dated 12 July 2016 on Mandatory Registration
Quotation Rules Exchange in force as at the date thereof.
The document is not required to be registered with The Nigerian Stock Exchange or the Securities and Exchange Commission. This document is important and should be read carefully. If any recipient is in any doubt about its contents or the actions to be taken, such recipient should consult his / her banker, stockbroker, accountant, solicitor or any other professional adviser for guidance immediately.
PARTIES
1. ISSUER International Breweries PLC
2. ARRANGER Stanbic IBTC Capital Limited
3. DEALERS Stanbic IBTC Capital Limited; Standard Chartered Capital & Advisory Nigeria Limited
4. ISSUING, CALCULATION AND PAYING AGENT Stanbic IBTC Bank PLC
5. SPONSOR TO THE QUOTATION ON FMDQ Stanbic IBTC Capital Limited EXCHANGE
6. AUDITOR PricewaterhouseCoopers Chartered Accountants
7. CENTRAL SECURITIES DEPOSITORY [ ]
8. LEGAL COUNSEL Udo Udoma & Belo-Osagie
PROVISIONS RELATING TO THE NOTES
9. SERIES NUMBER [ ]
25 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME PRO FORMA APPLICABLE PRICING SUPPLEMENT
10. TRANCHE NUMBER [ ]
11. PROGRAMME INFORMATION
(a) PROGRAMME SIZE 65,000,000,000.00
(b) ISSUED AND OUTSTANDING AT THE DATE [ ] OF THE PRICING SUPPLEMENT
12. AGGREGATE NOMINAL AMOUNT [ ]
13. FACE VALUE [ ]
14. DISCOUNTED VALUE [ ]
15. MINIMUM SUBSCRIPTION AMOUNT [ ]
16. NOMINAL AMOUNT PER NOTE 1,000
17. TENOR [ ]
18. MATURITY DATE [ ]
19. FINAL REDEMPTION AMOUNT [ ]
20. SPECIFIED DENOMINATION
21. SPECIFIED CURRENCY
22. STATUS OF NOTES [ ]
23. FORM OF NOTES [ ]
24. SOURCE(S) OF REPAYMENT [ ]
25. QUOTATION [ ]
26. TAXATION [ ]
27. METHOD OF OFFER [ ]
28. BOOK CLOSED PERIOD The Register will be closed from [ ] to [ ] (until the Maturity Date)
29. SOURCE OF REPAYMENT The CPs will be repaid from the cash flows of the Issuer
30. USE OF PROCEEDS short-term working capital and funding requirements]
ZERO COUPON NOTES
31. (a) DISCOUNT RATE ("DR") [ ]
(b) IMPLIED YIELD [ ]
(c) ANY OTHER FORMULA OR BASIS FOR [ ] DETERMINING AMOUNT(S) PAYABLE
32. DAY COUNT FRACTION [ ]
33. BUSINESS DAY CONVENTION [ ]
PROVISIONS REGARDING REDEMPTION
34. REDEMPTION/PAYMENT BASIS [Redemption at par] [other (specify)]
35. ISSUER'S EARLY REDEMPTION [Applicable/Not applicable]
26 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME PRO FORMA APPLICABLE PRICING SUPPLEMENT
36. ISSUER'S OPTIONAL REDEMPTION [Applicable/Not applicable]
37. OTHER TERMS APPLICABLE ON REDEMPTION [ ]
GENERAL
38. OFFER OPENS [ ]
39. OFFER CLOSES [ ]
40. ALLOTMENT DATE [ ]
41. NOTIFICATION OF ALLOTMENT All applicants will be notified through an email and/or telephone of their allotment by no later than [ ]
42. PAYMENT DATE [ ]
43. SETTLEMENT DATE [ ]
44. ISSUE DATE [ ]
45. DETAILS OF BANK ACCOUNT(S) TO WHICH [ ] PAYMENTS ARE TO BE MADE IN RESPECT OF THE NOTES
46. SETTLEMENT PROCEDURES AND SETTLEMENT [ ] INSTRUCTIONS
47. DELIVERY DATE [ ]
[MATERIAL ADVERSE CHANGE STATEMENT] [Except as disclosed in this document,] there has been no significant change in the financial position of the Issuer since [insert date of last audited accounts or interim accounts (if later)] and no material adverse change in the financial position or prospects of the Issuer since [insert date of last published annual accounts.]
RESPONSIBILITY The Issuer and its Board of Directors accept responsibility for the information contained in this Applicable Pricing Supplement, which when read together with the Programme Memorandum [and supplemental Programme Memorandum, if any], contains all information that is material in the context of the issue of the Notes. Signed at ______on this ______day of ______[ ]
For and on behalf of International Breweries PLC
______Name Name Capacity: Director Capacity: Director Who warrants his/her authority hereto Who warrants his/her authority hereto
27 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME OVERVIEW OF INTERNATIONAL BREWERIES PLC
1. HISTORY AND OVERVIEW OF INTERNATIONAL BREWERIES PLC IB PLC was incorporated as a private liability company in 1971 and commenced production of its flagship with an installed capacity of 200,000 hectoliters per annum. It was converted to a public company in 1994 and became listed on The Nigerian Stock Exchange in 1995.
In 2017, the Company merged with Intafact Beverages Limited and Pabod Breweries Limited (companies with similar objects) to optimise efficiencies, leverage on economies of scale and ensure shareholder value creation amongst others. By virtue of the merger, IB PLC became the second largest brewer (by capacity) in Nigeria and an even stronger competitor in the Nigerian beer market, consistently growing its market share in the core brand space.
The Company engages in the brewing, packaging and marketing of alcoholic and non-alcoholic beverages in Nigeria offering products under the Beta Malt, Budweiser, Castle lite, Eagle Lager, Eagle Stout, Grand Malt, Hero, Trophy Lager, Trophy Extra-Special Stout names.
headquarters in Lagos. It also operates depots in Oyo, Lagos, Rivers, Abuja, Edo, Makurdi and Kwara states to facilitate the re-distribution of its products.
IB PLC is a proud part of the AB InBev Group (Anheuser-Busch InBev SA/NV), the largest brewer in the world.
2. PRODUCT PORTFOLIO The Company has a product portfolio of both alcoholic and non-alcoholic products. Currently, IB PLC has 9 brands sold in over 21 stock keeping units across lager, malt and stout drinks. The Company is a market leader in the lager mainstream brand segment of the Nigerian beer market and a competent challenger in the premium brands segment with the introduction of Budweiser in 2018 and Trophy Extra Special Stout in 2020.
Alcoholic Beverages
A. Budweiser Budweiser is an American-style pale lager, first introduced into Nigeria in March 2018 by IB PLC amidst heavy marketing and promotion. This move represented brands segment of the Nigerian beer market. Budweiser is brewed locally, according to strict global brewing standards of the brand. B. Trophy Trophy lager was first brewed in 1978 and is the pioneer brand launched by IB PLC in the Nigerian market. The beer has consistently been a top choice for consumers due to its accessibility and affordability. The beer celebrated its 40th anniversary in 2018, proving its durability and strength in the Nigerian beer market. C. Hero Hero lager was launched in 2012 to cater to the South-Eastern region of the country and was immediately accepted by the market. The beer earned unprecedented success, winning several awards and selling millions of bottles in its initial months of release. D. Eagle Brands Eagle provides a value for money clear beer with genuine quality and is known by the consumer for its crisp satisfying taste. Eagle is affordable entry point to clear beers; creating prosperity for local farmers, uplifting communities and empowering the aspirations of its consumers.
E. Castle Brands Castle Lite is a clean-drinking and refreshing full strength beer with a light, crisp and dry taste. Launched in Nigeria in 2017, the brand targets forward thinking consumers of the younger demographic.
Non-Alcoholic Beverages
A. Beta Malt Beta Malt was first launched in the 1980s and remains one of the best-selling malt drinks in Nigeria, the biggest malt market in the world. Since the introduction of the brand, Beta Malt has consistently grown in sales volume and remained a solid contributor to International Breweries PL
28 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME OVERVIEW OF INTERNATIONAL BREWERIES PLC
B. Grand Malt Grand Malt is an award-winning brand. Previously produced solely by the then Pabod Breweries, Grand .
3. MARKET SHARE INFORMATION As at December 2020, IB PLC estimates its market share at 33.4% of the Nigerian Beer Market.
4. SHAREHOLDING STRUCTURE
Shareholder Number of shares held Percentage Holding (%)
AB InBev Nigeria Holdings BV 21,069,512,368 78.44
Brauhaase International Management GMBH 2,377,579,013 8.85
Others 3,414,974,469 12.71
Total 26,862,065,850 100.00 As at 31 December 2020
5. CORPORATE GOVERNANCE IB PLC is committed to maintaining the best standard which it believes is pivotal to the discharge of its stewardship expectations. The Board has commenced the application of the 28 principles enshrined in the National Code of Corporate Governance. The Board sets the strategic objectives and delegates to management the detailed planning and implementation of those policies. The Board governs through its established committees with reporting systems. Each committee or standing committee has specific written terms of reference and committee charters. Compliance and actualization of the set policies and objectives are monitored through reports to the Board and its committees. The committees comprise Directors and shareholder representatives. The following committees are in existence: The Audit Committee The Governance / Remuneration / Nomination Committee The Risk Management / Sustainability Committee
Committees S/N Name Audit1 Governance Risk Management 1. HRM Nnaemeka Alfred Achebe - - - 2. Mr Hugo Dias Rocha - - - 3. Mr Bruno Zambrano - - - 4. Mrs Tolulope Adedeji - - - 5. Mr Andrew Scott Murray - - - 6. Mr Richard Rivett-Carnac - - - 7. Mr Andrew Whiting - - - 8. Mr Sunday Omole - Member Member 9. Mr Olugbenga Awomolo Member - Chair 10. HRM Peter Anugwu - - - 11. Mr Michael Ajukwu Member Chair Member 12. Ms Abiye Tobin-West Member Member Member 13. Ms Olutoyin Odulate - Member -
1 Shareholder representatives include: Mr Oladepo Adesina (Chair), Mr Moses Ijayekunle and Mr Adetunji Ajani Babajide
29 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME OVERVIEW OF INTERNATIONAL BREWERIES PLC The responsibility of each Board Committee is set out below:
Committee Responsibility
Audit matters and internal audit reviews Reporting all activities and making recommendations to the board Audit Adapting the workings and processes of approved International and best practice templates for improved efficiency
Governance/ Overall responsibility of ensuring that all governance reviews and strategic Remuneration/ plans on remuneration and nomination were complied with Nomination
Providing focus on risks and sustainability at all times, taking into cognizance Risk Management / established best practices Sustainability Assisting the Board in its oversight of the risk profile, risk management framework, risk strategy and the sustainability framework for the Company
6. BOARD OF DIRECTORS AND MANAGEMENT TEAM OF INTERNATIONAL BREWERIES PLC
BOARD OF DIRECTORS AND COMPANY SECRETARY PROFILES
As currently constituted, the Board of Directors comprises the chairman, five (5) executive directors as well as six (6) non-executive directors, as described below:
HRM Nnaemeka Alfred Achebe Chairman
HRM Achebe was appointed to the Board on 30 May 2018. He had a 30-year career with the Royal Dutch Shell Petroleum group of companies. He is currently the Chairman of the Anambra State Traditional Rulers Council, Chairman of Unilever Nigeria PLC and Chancellor of Ahmadu Bello University, Zaria. He is an alumnus of the National Institute for Policy and Strategic Studies, Kuru and was educated at Stanford and Columbia Universities.
Mr Hugo Dias Rocha Managing Director
Mr Rocha was appointed to the Board with effect from 01 January 2020. He has worked with the AB InBev group for over 24 years in different leadership roles within the sales, process integration and human resources functions in various countries. He from the Sao Paulo Business School, Brazil and a degree in Mechanical Engineering from the Federal University, Paraiso, Brazil.
Mr Andrew Scott Murray Executive Director
Mr Murray was appointed to the Board on 23 October 2018. He is currently the Vice President, Finance for AB InBev Africa. He joined AB InBev in 2013 as Director of Global M&A. He also worked in AB Budgeting and Business Performance group. Prior to joining AB InBev, Mr Murray worked at Bain & Company for approximately 7 years. He has a BA in Mathematics and Economics from Williams College and an MBA from The Kellogg School of Management (North-western University).
Mr Bruno Zambrano Executive Director
Mr Zambrano was appointed to the Board with effect from 01 January 2020. Prior to this, he was the Finance Director at Tanzanian Breweries. He comes with tremendous experience having worked extensively in various aspects of financial management across AB in Latin America and East Africa. He holds a Master s in Business Administration from Mccombs School of Business, Texas and a Bachelor of Science in Economics from University of Texas, Arlington.
Mrs Tolulope Adedeji Executive Director
Mrs Adedeji was appointed to the Board with effect from 18 September 2019. Prior to this, she was Brand /Commercial Associate Director of Procter & Gamble Nigeria. She has over 16 years extensive experience in building brands and businesses. She holds a BSc in Business Administration from Babcock University, an MBA from Obafemi Awolowo University and a MSc in International Management from the University of Liverpool, UK. She is a member of the Chartered Institute of Marketing (UK) and other marketing bodies.
Mr Richard Rivett-Carnac Executive Director
Mr Rivett-Carnac was appointed to the Board on 31 December 2018. He is the Treasury and M&A Director for AB InBev Africa. He has previously worked within the AB InBev Group in sales and distribution as a
30 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME OVERVIEW OF INTERNATIONAL BREWERIES PLC District Manager in South Africa and in the SABMiller M&A team based in the United Kingdom focusing on global mergers and acquisitions. Prior to joining SABMiller, Richard qualified as a Chartered Accountant (SA) and worked in London as an Investment Banker.
HRM Peter Anugwu Non-Executive Director
HRM Anugwu was appointed to the Board on 30 May 2018. He is a private entrepreneur and a Patron of Anambra State Traditional Rulers He currently serves on the board of directors of the World Conference of Mayors and is the Chairman of Zhongtian Construction Nigeria Limited. He holds various congressional Honors, Proclamations and Keys from several cities in the USA. HRM Anugwu holds a Diploma in Agricultural Engineering from the School of Agriculture, Umudike, Abia State.
Ms Abiye Tobin-West Non-Executive Director
Ms Tobin-West was appointed to the Board on 30 May 2018. She is a public sector administrator with cognate experience in corporate governance. She served on several boards of corporations as a Government Representative, including the Board of Internal Revenue Service, Rivers State Tourism Development Authority, Rivers Microfinance Agency, Nigeria Engineering Works and Riverscoop Limited. Ms Tobin-West is a life member of Economic Society of Nigeria, a fellow of Chartered Institute of Taxation, and a member of Institute of Cost and Management Accountants.
Mr Andrew Whiting Non-Executive Director
Mr Whiting was appointed to the Board on 08 September 2020. He joined SABMiller PLC in 2012 and held several strategic roles, including global legal director merger & acquisitions, legal and corporate affairs director UK & Ireland and currently, Corporate Affairs Director for Africa. Mr Whiting is a lawyer by training and holds a Bachelor of Law and Bachelor of Business Science degrees from the University of Cape-Town.
Mr Michael Ajukwu Non-Executive Director
Mr Ajukwu was appointed to the Board on 30 May 2018. He has over three decades of experience, spanning stakeholder engagement, risk advisory, general management and corporate finance. He currently serves on the board of Sterling Bank PLC and Tiger Brands Limited and previously served on the board of United Bank for Africa. Mr. Ajukwu holds a B.Sc. in Finance from the University of Lagos and MBA in Accounting and Finance from New York University.
Mr Olugbenga Awomolo Non-Executive Director
Mr Awomolo was re-appointed to the Board on 30 May 2018. He has worked in different capacities as an Investment Executive at Newco Investment Limited, Nigeria, as an Immigration Consultant at Midwest Immigration Consultants, USA and as an Operations manager at Midwest Staffing Group, USA. Mr Awomolo currently sits on the board of Alumaco PLC and several other companies, particularly in the manufacturing sector. He holds a Law degree from the University of Wales, Cardiff.
Ms Olutoyin Odulate Non-Executive Director
Ms Odulate was appointed to the Board with effect from 18 April 2019. She is a professional with over 16 years of experience in retail management & distribution, supply chain optimization, strategic development, operational planning, risk management, business and product development, branding and marketing across multiple sectors. She is a director at Afrinvest West Africa Limited and held senior roles with MTN Nigeria, Accenture and Danone ELN. Ms Odulate holds a BSc in Civil & Environmental Engineering from Temple University in Philadelphia, Pennsylvania and a MBA degree from INSEAD (France & Singapore).
Mr Sunday Omole Non-Executive Director
Mr Omole was re-appointed to the Board on 30 May 2018. He has acquired wide working experience both locally and internationally across accounting, audit and tax practices, company restructuring, commodities, futures market analysis, financial services and human resources management. He serves on the board of directors of other companies in Nigeria and the United States. Mr Omole is an accountant and a graduate of Sociology from the University of Ibadan. He holds an MBA in Human Resources from Everest University, USA.
Mr Muyiwa Ayojimi Company Secretary
Mr Ayojimi is a Barrister and Solicitor of the Supreme Court of Nigeria with almost two decades of legal practice and considerable experience in providing experiential advisory in corporate restructuring. He was legal adviser to a handful of private companies and has appeared extensively before superior courts of record in Nigeria. He is a member of the Institute of Chartered Secretaries and Administrators, Chartered Institute of Arbitrators, International Corporate Governance Network, Society for Corporate Governance, Nigerian Institute of Management and the Nigerian Bar Association.
31 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME OVERVIEW OF INTERNATIONAL BREWERIES PLC
MANAGEMENT TEAM
Mr Hugo Dias Rocha Managing Director
See profile above
Mr Bruno Zambrano Finance Director
See profile above
Mrs Tolulope Adedeji Marketing Director
See profile above
Mr Wil Fameni Procurement Director
Mr Fameni joined IB PLC in March 2019 from Accra Breweries, a member of the AB InBev Group, where he and value creation leader with 11 years of experience in Procurement, Finance & Accounting, HR, Business Development, Strategy. He has been able to steer the procurement function in IB PLC with sustainable policies directed towards significant value add and cost savings for the business.
Mr Tony Agah Business Operation Director
Mr Agah He joined IB PLC from Diageo as the Country Head of Engineering in 2014. He has risen through the leadership ladder in the Supply function through his tireless approach to supply excellence, driving performance through his people and voyager plant optimisation at Gateway Brewery.
Mrs Marilyn Maduka People Director
Mrs Maduka joined IB PLC in 2018 from Unilever Nigeria PLC. Since her resumption into the business, she has made significant impact on the people agenda, birthing new policies and employee engagement schemes (including the One Nigeria handbook, personal learning log, LITT Masterclasses, ACE Awards etc) directed towards giving employees a sense of belonging in IB PLC.
Mr Coutino Carlos High End/Trade Marketing Director
Mr Carlos joined IB PLC in 2018. He started off with AB InBev as a Graduate Management Trainee over 16 years ago. His drive for excellence, innovation and challenging situations prompted his move into IB PLC. His experience in a high-end company start up in Mexico which earned the 3rd place in global results in 2017 led to his championing the high-end revolution in the Nigerian market space.
Mrs Temitope Oguntokun Legal & Corporate Affairs Director
Mrs Oguntokun joined IB PLC in March 2019 from Lafarge Africa PLC. Since then, she has made significant contributions to the development of sustainability and CSR strategy for the business and her development and roll out of volunteering initiatives across the company and entrenching the sustainability culture amongst employees has been laudable. She was a member of the team that repositioned Kickstart entrepreneurship initiative from a regional to a national status.
Mr Sandro Freitas De Assis Route to Market/Technical Sales Director
Mr Freitas De Assis joined IB PLC from AB-InBev Central America in 2018 as the Route to Market/Technical Sales Director. His mandate to lead the route to market and technical sales transformation has brought about clear improvements in order taking, digital B2B2C tool deployment, salesforce and document management systems, new warehouses model, sales re-structure and significant salespeople package savings.
Mr Harry De Wet Logistics Director
Logistics and supply chain management with a proven track record in negotiation, business planning, strategic sourcing, management, warehouse operations and distribution management. He has made notable impact in the space such as a variable logistics cost improvement.
7. SUBSIDIARIES
As at the date of this Programme Memorandum, the Issuer has no subsidiaries.
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8. CORPORATE SOCIAL RESPONSIBILITY IB PLC continues to make socio- growth. T respect of community development, health and education, the environment and other social welfare, has been consistently demonstrated in various projects executed and other donations both in cash and in the munity centres. In response to the rising unemployment population among the youths in Nigeria, a major project carried out by the Company is the Youth Enterprise Development Initiative Kick Start , aimed at creating an entrepreneurship culture among young people by promoting business awareness and material support through the development of business skills by training; providing grants as start-up capital or to support expansion of existing businesses; and providing post investment support through mentoring and coaching.
33 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME AUDITOR S REPORT ON THE SUMMARY FINANCIAL INFORMATION
34 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME
AUDITOR S REPORT ON THE SUMMARY FINANCIAL INFORMATION
35 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME SUMMARY FINANCIAL INFORMATION The financial information set out on pages 36 to 38 of this Programme Memorandum has been extracted from the audited annual financial statements of the issuer and is available at the specified office(s) of the Issuer. This section should be read and construed in conjunction with any audited interim financial statements published subsequently, for the financial years prior to each issue of Notes under this Programme.
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEARS ENDED 31 DECEMBER 2020, 2019 AND 2018
2020 2019 2018 Restated
Revenue 136,790,573 132,351,500 120,610,825
Cost of sales (106,315,842) (107,144,061) (84,493,583)
Gross profit 30,474,731 25,207,439 36,117,242
Administrative expenses (27,919,211) (26,170,112) (15,942,479) Marketing and promotion expenses (12,655,326) (15,967,194) (9,743,057) Net impairment charge on financial assets (1,446,175) (1,666,862) (236,392) Other income / (expense) 2,708,444 (662,650) 807,494 Other losses - net (14,358,672) (1,725,613) (3,166,112)
Operating (loss)/profit (23,196,209) (20,984,992) 7,836,696
Finance income 1,502,103 1,776 84,265 Finance costs (3,178,959) (15,183,733) (16,037,422)
Finance costs - net (1,676,856) (15,181,957) (15,953,157)
Loss before tax (24,873,065) (36,166,949) (8,116,461)
Income tax credit 12,507,983 8,376,284 4,183,014
Loss for the year (12,365,082) (27,790,665) (3,933,447)
Other comprehensive (loss) / income (6,140,529) 140,115 (198,142)
Total comprehensive loss for the year (18,505,611) (27,650,550) (4,131,589)
Loss per share Basic and diluted loss per share (Naira) (0.47) (1.16) (0.46)
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STATEMENT OF FINANCIAL POSITION FOR THE YEARS ENDED 31 DECEMBER 2020, 2019 AND 2018 2020 2019 2018 Restated
Non-current assets Property, plant and equipment 253,684,588 271,160,046 243,373,657 Right-of-use assets 2,634,463 2,328,201 384,776 Intangible assets 771,000 364,352 467,506 Other receivables 319,032 207,485 - Derivative financial Instruments - 263,491 656,500 Deferred tax assets 22,549,998 9,237,326 189,618
Total non-current assets 279,959,081 283,560,901 245,072,057
Current Assets Inventories 14,192,926 21,976,390 19,857,541 Trade and other receivables 15,789,595 27,803,033 28,021,046 Investment securities 11,897,114 - - Cash and cash equivalents 33,477,340 15,694,953 17,357,850 Restricted cash 17,330,350 16,111,256 -
Total current assets 92,687,325 81,585,632 65,236,437
Total assets 372,646,406 365,146,533 310,308,494
Non-current liabilities Borrowings - 149,753,338 153,738,160 Lease liabilities 580,529 1,193,325 76,246 Employee benefit obligations 2,410,499 2,630,107 2,500,402
Total non-current liabilities 2,991,028 153,576,770 156,314,808
Current liabilities Trade and other payables 101,607,767 88,186,999 53,994,967 Borrowings 110,666,849 113,881,753 63,438,877 Lease liabilities 1,152,757 53,486 - Derivative financial instruments 2,722,238 - - Current tax liabilities 1,771,910 1,983,825 1,445,591
Total current liabilities 217,921,521 204,106,063 118,879,435
Total liabilities 220,912,549 357,682,833 275,194,243
Equity Share capital 13,431,034 4,297,931 4,297,931 Share premium 159,803,396 6,160,731 6,160,731 Other reserves 1,360,756 1,360,756 1,360,756 Cash flow hedge reserve (6,304,598) - - Employee benefit reserves (1,251,173) (1,415,242) (1,555,357) Retained earnings (15,305,558) (2,940,476) 24,850,190
Total equity 151,733,857 7,463,700 35,114,251
Total equity and liabilities 372,646,406 365,146,533 310,308,494
Note *Restricted cash of date of forward contracts. This has been included in the cash and cash equivalents balance in the statement of cash flows.
37 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME SUMMARY FINANCIAL INFORMATION
STATEMENT OF CASH FLOWS FOR THE YEARS ENDED 31 DECEMBER 2020, 2019 AND 2018 2020 2019 2018
Restated
Cash flows from operating activities Cash generated from / (used in) operations 53,851,857 41,115,744 (28,441,697) Income tax paid (1,016,604) (133,191) (1,350,564) Employee benefits paid (607,264) (239,500) (1,143,895) Net cash inflow/(outflow) from operating activities 52,227,989 40,743,053 (30,936,156)
Cash flows from investing activities Acquisition of property, plant and equipment (17,734,942) (56,845,367) (69,772,968) Acquisition of intangible asset (327,379) (74) (102,326) Acquisition of right of use assets - - (411,147) Proceeds from disposal of property, plant and - 229 - equipment Interest income - - 84,265 Investment in debt securities (11,897,112) - - Net cash outflow from investing activities (29,959,433) (56,845,212) (70,202,176)
Cash flows from financing activities Proceed from borrowings - 307,264,000 254,798,160 Repayment of borrowings (163,212,104) (231,925,599) (150,313,251) Lease payment (661,794) (1,803,817) (21,962) Interest paid (2,168,945) (14,597,630) (2,684,784) Proceeds from rights issue 162,775,768 - -
Net cash (outflow) / inflow/ from financing (3,267,075) 58,936,954 101,778,163 activities
Net increase in cash and cash equivalents 19,001,481 42,834,794 639,831 Cash and cash equivalents at the beginning of the 31,806,209 (11,028,585) (11,668,416) year
Cash and cash equivalents as at the end of the 50,807,690 31,806,209 (11,028,585) year*
Note *Restricted cash of 17.33 billion (2019: 16.11 billion) is collateral deposit held by the bank till the maturity date of forward contracts. This has been included in the cash and cash equivalents balance in the statement of cash flows.
38 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME EXTRACT FROM ISSUER'S RATING REPORT
39 I NTERNATIONAL BREWERIES PLC | COMMERCIAL PAPER ISSUANCE PROGRAMME LEGAL OPINION ON THE NOTES
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GENERAL INFORMATION
Authorisation
The establishment of this CP Programme and the issuance of Notes thereunder was approved by the resolution of the Board of Directors of International Breweries PLC dated 29 October 2020.
Going Concern
The Directors have assessed the Issuer's ability to continue as a going concern and have no reason to believe the Issuer will not remain a going concern in the year ahead. If any event occurs as a result of which the above statement is no longer true and accurate, the Issuer will give notice thereof to the Noteholders in accordance with Condition 8.
Commercial Paper Outstanding
The Issuer has no commercial paper outstanding as at the date of this Programme Memorandum.
Auditor
PricewaterhouseCoopers Chartered Accountants acted as auditor of the annual financial statements of the Issuer for the financial years ended 31 December 2020, 2019 and 2018. The auditor has in respect of those years for which they were responsible for the audit, issued unqualified reports.
Litigation
The Company in its ordinary course of business is involved in thirty-three (33) cases. The Company is the plaintiff in eighteen (18) cases and a defendant in fifteen (15) cases. The aggregate amount claimed against the Company is 11,587,019,613.98 (eleven billion, five hundred and eighty-seven million, nineteen thousand, six hundred and thirteen Naira and ninety-eight kobo). litigation matters in Nigeria, claims are often highly inflated and are several times higher than the amount that would be expected to be given in judgment even if the claims were successful. The Legal Counsel finds this to also be true in relation to the claims against the Company. The Legal Counsel therefore expects the extent of liability against the Company to be significantly less than the aggregate sum claimed. In consultation with the Company's accountants and legal advisers, the directors of the Company, have made provision for the sum of 8,000,000.00 (eight million Naira) in the for litigation liabilities. The Legal Counsel is of the opinion that the pending claims against the Company are unlikely to have a material adverse effect on the transaction.
Material Contracts
The following agreements have been entered into and are considered material to this Programme: I. the Issuing, Calculation and Paying Agency Agreement dated 24 May 2021 executed by the Issuer and Stanbic IBTC Bank PLC; II. the Deed of Covenant dated 24 May 2021 executed by the Issuer as a deed poll in favour of the Note holders; and III. the Dealer Agreement dated 24 May 2021 executed by the Authorised Dealers and the Issuer. Other material contracts in respect of any issuance of Notes under the Programme will be disclosed in the Applicable Pricing Supplement issued in respect of that Series or Tranche.
Ultimate Borrower
The Issuer is the borrower in respect of the Notes.
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