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Shelf Prospectus GEL UTILITY FUNDING SPV PLC RC 1527166 (A SPECIAL PURPOSE VEHICLE INCORPORATED AS A PUBLIC LIMITED LIABILITY IN THE FEDERAL REPUBLIC OF NIGERIA) N50,000,000,000 MEDIUM TERM NOTE PROGRAMME Banker, Stockbroker, Accountant, Solicitor or Solicitor Accountant, Stockbroker, Banker, SHELF PROSPECTUS This Shelf Prospectus and the Bonds which it offers have been registered by the Securities & Exchange Commission (the “SEC” or the “Commission”). It is a civil wrong and a criminal offence under the Investments and Securities Act (No. 29) 2007 (the “ISA” or the “Act”) to issue a Prospectus which contains false or misleading information. Clearance and registration of this Shelf Prospectus and the Bonds which can be issued under the Programme do not relieve the parties of any liability arising under the Act for false and misleading statements contained herein or for any omission of a material fact. Investors are advised to note that liability for false or misleading statements or acts made in connection with the Prospectus is provided in Sections 85 and 86 of the ISA. This Shelf Prospectus has been issued in compliance with Part IX of the Act, the Rules and Regulations of the Commission and the listing requirements of the Nigerian Stock Exchange (the “NSE”) and FMDQ OTC Securities Exchange PLC (“FMDQ”) and contains particulars which are in compliance with the requirements of the Commission for the purpose of giving information with regard to the ₦50,000,000,000.00 Medium Term Note (the “Programme”). The maximum aggregate nominal amount of all Bonds issued from time to time and outstanding under the Programme shall not exceed ₦50,000,000,000.00 over the three (3) years that this Shelf Prospectus, including any amendments thereto, remains valid. This Shelf Prospectus 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 of the Programme, together with the applicable Supplementary Prospectus. The registration of this Shelf Prospectus and any Supplementary Prospectus shall not be taken to indicate that the Commission endorses or recommends the Bonds or assumes responsibility for the correctness of any statements made or opinions or reports certain risk factors which should be considered by prospective investors, see “ investors, by prospective be considered should which risk factors certain factors” risk commencing expressed in this Shelf Prospectus or any Supplementary Prospectus. This Shelf Prospectus is to be read and construed in conjunction with any supplement, hererto and all documents incorporated by reference as a whole and , in relation to any series of the Programme, together with the relevant Pricing Supplement. An investment in certain Bonds may entail a risk of loss of all or a portion of the principal amount of the Bonds which is directly caused by fluctuation of interest rates; devaluation of the currency of issue; value of Bonds at a securities market; or other indices or by a change in the condition of business or assets of the party selling the Bonds or other parties. Also, an exercise of an option or other right associated with certain Bonds or cancellation of a contract for sale of certain Bonds may be subject to certain time limitations. For information about risks factors which should be considered by prospective investors, please refer to Risk Factors on pages For information concerning concerning For information . [87-89] ISSUING HOUSE guidance immediately guidance RC: 444999 . rtant and should be read carefully. If you are in any doubt about its contents or the action to be taken, please consult your be to please or action the taken, consult its contents If in about you any are doubt be read should and carefully. rtant THIS SHELF PROSPECTUS IS DATED 28 AUGUST 2019 hereof 88 to to THIS SHELF PROSPECTUS WILL BE AVAILABLE ON THE FOLLOWING WEBSITES: 86 www.gelutilitylimited.com www.sec.gov.ng any other professional adviser for adviser professional any other pages on This document is impo This document GEL UTILITY FUNDING SPV PLC N50 BILLION MEDIUM TERM NOTE PROGRAMME - SHELF PROSPECTUS 1 TABLE OF CONTENTS IMPORTANT NOTICE 3 INFORMATION RELATING TO THIS SHELF PROSPECTUS 4 ISSUE OF PRICING SUPPLEMENTS 6 DECLARATION BY THE ISSUER 7 GLOSSARY OF DEFINED TERMS 8 DOCUMENTS TO BE INCORPORATED BY REFERENCE 15 PARTIES TO THE PROGRAMME 16 THE PROGRAMME 18 SUMMARY OF THE PROGRAMME 19 TERMS AND CONDITIONS OF THE BONDS 23 CREDIT STRUCTURE OF THE PROGRAMME 32 MACRO-ECONOMIC OVERVIEW OF NIGERIA 33 OVERVIEW OF THE NIGERIAN POWER SECTOR 41 DESCRIPTION OF GEL UTILITY FUNDING SPV PLC 47 DESCRIPTION OF GEL UTILITY LIMITED 49 USE OF PROCEEDS 54 EXTRACT FROM RATINGS REPORT 55 FINANCIAL INFORMATION 56 RISK FACTORS 85 TAX AND OTHER CONSIDERATION 88 STATUTORY AND GENERAL INFORMATION 89 Incorporation and Share Capital History of the Obligor 89 Shareholding Structure 89 Directors’ Interests 89 Statement of Indebtedness 89 Claims & Litigation 89 Off Balance Sheet Items 89 Material Contracts 90 Costs & Expenses 90 Relationship between the Parties 90 Mergers or Takeovers 91 Consents 91 Documents Available For Inspection 91 FORM OF PRICING SUPPLEMENT 93 GEL UTILITY FUNDING SPV PLC N50 BILLION MEDIUM TERM NOTE PROGRAMME - SHELF PROSPECTUS 2 IMPORTANT NOTICE This Shelf Prospectus is made in accordance with the provisions of the Act, Rules and Regulations of the Commission, and the listing and quotation requirements of the FMDQ and NSE, and for the purpose of giving information with regard to the Company and the Bonds which, according to the particular nature of the Company and the Bonds, is necessary to enable investors make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Company. No person has been authorised to give any information or to make any representation not contained in or not consistent with this Shelf Prospectus or any other information supplied in connection with the Programme and, if given or made, such information must not be relied upon as having been authorised by either the Company, or any of the parties to the Programme. Neither this Shelf Prospectus nor any other information supplied in connection with the Programme: (a) is intended to provide the basis of any credit or other evaluation, or (b) should be considered as a recommendation by either the Company or any of the parties to the Programme that any recipient of this Shelf Prospectus or any other information supplied in connection with the Programme should purchase any Bonds. Each investor contemplating purchasing any Bonds should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness of the Company. Neither this Shelf Prospectus nor any other information supplied in connection with the Programme constitutes an offer or invitation by or on behalf of the Company or any of the parties to the Programme to any person to subscribe for or to purchase any Bonds. This Shelf Prospectus has been issued in compliance with Part IX of the Act, the Rules and Regulations of the Commission and the listing requirements of The Nigerian Stock Exchange (“The NSE”) and FMDQ OTC PLC (“FMDQ”) and contains particulars which are in compliance with the requirements of the Commission for the purpose of giving information with regard to the ₦50,000,000,000.00 Bond Issuance Programme. GEL UTILITY FUNDING SPV PLC N50 BILLION MEDIUM TERM NOTE PROGRAMME - SHELF PROSPECTUS 3 INFORMATION RELATING TO THIS SHELF PROSPECTUS 1. Presentation of Information The information set forth herein has been obtained from official sources other than that of the Company that are believed to be reliable, but is not guaranteed as to the accuracy, reliability or completeness. The information and expressions of opinion herein are subject to change without notice and neither delivery of this Shelf Prospectus nor any issue made hereunder or any future use of this Shelf Prospectus shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof. All financial and other information presented or incorporated by reference in this Shelf Prospectus has been provided by the Company from its records, except for information expressly attributed to other sources. The presentation of certain information, including tables of receipts and other revenues, is intended to show recent historic information and is not intended to indicate future or continuing trends in the financial position or other affairs of the Company. No representation is made that past experience, as it might be shown by such financial and other information, will necessarily continue or be repeated in the future. A wide variety of other information concerning the Company, including financial information, are available from the Company’s website – www.gelutilitylimited.com - and authorised publicly available Company publications. Any such information that is inconsistent with the information set forth in this Shelf Prospectus should be disregarded. No such information is a part of or incorporated into this Shelf Prospectus. 2. Financial Information Unless otherwise indicated, the financial information regarding the Company indicated in this Shelf Prospectus has been derived from the Company’s audited financial statements for the four years ended 31 December 2017. The Company’s audited financial statements have been prepared in accordance with International Financial Reporting Standards and the requirements of the Companies and Allied Matters Act and the Financial Reporting Council of Nigeria Act, and are presented in Naira, the reporting currency of the Company. 3. Rounding Certain numerical figures included in this Shelf Prospectus have been subject to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown in totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
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