Lagos State Government
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Lagos State Government ₦100 billion Series III 10-year 12.25% Fixed Rate Bond Due 2030 2019 Final Bond Rating Report 2019 Municipal Bond Rating Report Lagos State Government of Nigeria ₦100 Billion Series III 10-Year 12.25% Fixed Rate Bond Due 2030 under the ₦500 Billion Debt Issuance Programme Issue Rating: High quality debt issue with very low credit risk; very strong capacity to pay returns Aa- and principal on local currency debt in a timely manner. Issue Date: 11 February 2020 RATING RATIONALE Expiry Date: 31 January 2021 • Agusto & Co. hereby assigns a “Aa-“ rating to the Lagos State Government’s The Issue rating will be subject to annual (“Lagos State”, “LASG”, “the Issuer” of “the State”) ₦100 Billion Series III 10-Year monitoring and review on the anniversary of the Bond. 12.25% Fixed Rate Bond Due 2030 (“Series III”, “the Issue” or “the Bond”) under the LASG registered ₦500 Billion Bond Issuance Programme (“BIP” or “the Lagos State Rating: A+ Programme”). The assigned Issue rating reflects our opinion on the Issuer’s Expiry Date: 30 September 2020 strong capacity to service the Series III Bond obligations (coupon and principal) INSIDE THIS REPORT jointly from the Lagos State’s Consolidated Debt Service Account (“CDSA”) as Rating Rationale 1 well as the issuance of an Irrevocable Standing Payment Order (“ISPO”) approved The Issuer Profile 4 by the Federal Ministry of Finance. Bond Structure 7 Financial Condition & 10 • In the financial year ended 31 December 2018, Lagos State continued to make Forecast laudable efforts at improving tax compliance and streamlining levies and fees in Outlook 14 the State. These among other initiatives resulted in a 17% increase in IGR to Financial Summary 15 Appendix 17 ₦429 billion (representing 66% of total revenue) from the prior year. In addition, Rating Definition 20 the State enjoys a diversified pool of income consisting of a good share of centrally distributed revenue in the form of statutory allocation (circa 9% of total Analysts: revenue) and value added tax (15% of total revenue) as well as grants from Development Finance Institutions. In the same vein, the Issuer has demonstrated Ikechukwu Iheagwam [email protected] commitment to developing the State given the significant investments in infrastructure over the last decade in order to boost economic activities and Isaac Babatunde thereby increase income generation through taxes. [email protected] • Furthermore, the State boasts of a peaceful and stable political environment Agusto & Co. Limited which is conducive for business activities and remains one of the most attractive UBA House (5th Floor) commercial and investment destinations in Nigeria in spite of the weakened 57, Marina macroeconomic conditions in the country. One of the major drawbacks is the Lagos State’s rising debt level coupled with its continuous breach of the terms and Nigeria conditions (delay in remitting funds on a monthly basis from its CDSA into the www.agusto.com respective sinking fund accounts) in accordance with the Trust Deeds on its existing bonds in issue. However, LASG provides lump-sum payments to meet maturing Bond obligations as and when due. This Series III Bond Rating Report should be read in conjunction with Agusto & Co’s 2019 Rating Review Report for Lagos State Government The copyright of this document is reserved by Agusto & Co. Limited. No matter contained herein may be reproduced, duplicated or copied by any means whatsoever without the prior written consent of Agusto & Co. Limited. Action will be taken against companies or individuals who ignore this warning. The information contained in this document has been obtained from published financial statements and other sources which we consider to be reliable but do not guarantee as such. The opinions expressed in this document do not represent investment or other advice and should therefore not be construed as such. The circulation of this document is restricted to whom it has been addressed. Any unauthorized disclosure or use of the information contained herein is prohibited. Lagos State Government’s ₦100 Billion Series III 12.25% Fixed Rate Bond Issuance Due 2030 TRANSACTION PARTIES • Lagos State issued ₦100 billion Series III 12.25% Fixed Rate Bond in Janaury Issuer: 2020 to finance key infrastructure projects in the State. The proposed Series III Lagos State Government Bond coupon will be determined through a book-building process and payable semi-annually over the ten-year tenor of the Bond. The Series III Bond principal Lead Issuing House/Book Runner: Chapel Hill Denham Advisory Limited will enjoy a moratorium of 24 months from the Issue date and subsequently be amortized bi-annually over the remaining eight years. Joint Issuing Houses/Book Runners: Comercio Partners Capital Limited • In accordance with the Series III Trust Deed, the Issuer reserves the sole Coronation Merchant Bank Limited FBNQuest Merchant Bank Limited discretion to redeem all or part of the outstanding bond, and at par, after 2 years FCMB Capital Markets Limited from the issue date provided not less than 30 days’ notice is given to the Kairos Capital Limited Lead Capital Plc bondholders. The Issuer can only exercise this early redemption call option, after Lotus Capital Limited a resolution by the State Executive Council is presented to the Joint Trustees and Phoenix Global Capital Markets Limited other regulatory approvals are obtained. Quantum Zenith Capital & Investments Limited Radix Capital Partners Limited • The Series III Bond obligations will be jointly serviced from monthly deductions SFS Financial Services Limited from the Lagos State CDSA as well as the issuance of an ISPO approved by the Stanbic IBTC Capital Limited United Capital Limited Federal Ministry of Finance authorizing monthly deductions from the State’s Vetiva Capital Management Limited share of statutory allocation into a designated sinking fund account (SFA) to be Bond Trustees: managed by the Bond Trustees for the benefit of the Series III Bondholders. In ARM Trustees Limited line with the Series III Trust Deed, the sum of ₦50.8 million will be transferred FBNQuest Trustees Limited monthly from the CDSA from date of issue for 24 months into the SFA. Thereafter, PAC Trustees Limited Paxhill Minerva Limited the monthly sum from the CDSA shall increase to ₦694.4 million over the Radix Trustees Limited remaining tenor of the Bond. In addition, a monthly ISPO in the sum of ₦1 billion, StanbicIBTC Trustees Limited Sterling Asset Management and Trustees duly approved by the Federal Ministry of Finance, will be deducted from the Limited State’s share of statutory allocation from January 2020 into the SFA over the STL Trustees Limited Union Trustees Limited tenor of the Bond to meet the Bond obligations as and when due. United Capital Trustees Limited • Subsequent to the proposed Bond issuance, the Issuer’s estimated outstanding Solicitors to the Issuer: net debt (total debt less cash, balances in sinking fund accounts and quoted G. Elias & Co Olaniwun Ajayi LP investments) of ₦736.4 billion will represent about 113% of 2018 revenue. This SimmonsCooper Partners is above the 50% limit set by the Investment and Securities Act (ISA) 2007 Solicitors to the Issue: (section 223) for state government’s borrowings. However, the Investment and Banwo & Ighodalo Securities (Exemption of State Government, etc) Order 20161, exempts state M.A. Banire & Associates governments in Nigeria from the operations of section 223 of ISA 2007 for a Solicitors to the Trustees: three-year period, subject to meeting the prescribed conditions. The Exemption Templars Order is mainly contingent on the state maintaining an IGR not less than 60% of Registrars: consolidated revenue in the preceding three years as well as its total annual debt First Registrars & Investor Services Limited service obligation arising from the proposed issuance not exceeding 40% of the Reporting Accountant: total revenue accrued to its consolidated revenue fund in the twelve months Ernst & Young period preceding the proposed new issuance. The Exemption Order is in the process of being extended for another three years following its expiration. 1 The Investment and Securities (exemption of state government, etc) Order 2016 (S.I No. 16 of 2016 under page B459 - 462), exempts state governments in Nigeria and the Federal Capital Territory from the operation of the provisions of section 223 of the ISA of 2007. This Order was made by the Honourable Minister of Finance, Kemi Adeosun, at Abuja on 16 December 2016 and valid for a period of three years. 2 2019 Municipal Bond Rating Report Lagos State Government’s ₦100 Billion Series III 12.25% Fixed Rate Bond Issuance Due 2030 Stock Brokers: Chapel Hill Denham Securities Limited • Lagos State has maintained an IGR to total revenue ratio in excess of 60% over Greenwich Securities Limited Lead Securities & Investment Limited the last decade, with an average of 70% over the last three years (2016 - 2018). MBC Securities Limited Following the proposed Series III Bond issuance, LASG’s total annual debt service Nigerian Stock Brokers Limited 2 Reading Investment Limited obligations would represent about 24% of the consolidated revenue fund, which Signet Investments & Securities Limited is lower than the 40% limit approved for states based on the Exemption Order. StanbicIBTC Stockbrokers Limited Receiving Banks: • Based on Agusto & Co.’s sensitized projections over the forecast period, the First Bank of Nigeria Limited Issuer’s cumulative free cash flow will be sufficient to cover interest payment First City Monument Bank Limited 12.6 times. In addition, the amount to be set aside by way of IGR and ISPO Polaris Bank Limited Stanbic IBTC Bank Limited contributions (as stated in Series III Trust Deed) into the SFA (excluding United Bank for Africa Plc investment income and bond-related expenses) over the forecast period will be Zenith Bank Plc sufficient to cover the total Bond obligations resulting in an SFA adequacy of KEY TRANSACTION STRUCTURE 1.02 times.