THE FEDERAL REPUBLIC of NIGERIA US$500,000,000 6.75 Per Cent
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THE FEDERAL REPUBLIC OF NIGERIA US$500,000,000 6.75 per cent. Notes due 2021 Issue Price 98.223 per cent. Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the “UK Listing Authority”) for the US$500,000,000 6.75 per cent. Notes due 2021 (the “Notes”) issued by the Federal Republic of Nigeria (the “Issuer”, the “Federal Republic“or “Nigeria”) to be admitted to the Official List of the UK Listing Authority and to the London Stock Exchange plc (the “London Stock Exchange”) for the Notes to be admitted to trading on the Regulated Market of the London Stock Exchange. The Regulated Market of the London Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). The Notes will, unless previously redeemed or cancelled, be redeemed at their principal amount with payment in full on 28 January 2021. See “Terms and Conditions of the Notes—7. Redemption and Purchase”. The Notes will bear interest from and including 28 January 2011 at the rate of 6.75 per cent. per year payable semi-annually in arrear on 28 January and 28 July in each year. The first payment of interest will be made on 28 July 2011 for the period from and including 28 January 2011 but excluding 28 July 2011. Payments on the Notes will be made in US dollars without deduction for or on account of any Nigerian withholding taxes unless the withholding is required by law, in which case the Issuer will pay additional amounts, if any, in respect of such taxes as described herein. See “Terms and Conditions of the Notes—8. Taxation”. The Notes have been rated BB- (Negative Outlook) by Fitch Ratings Ltd. and B+ (Stable Outlook) by Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies Inc. A rating is not a recommendation to buy, sell or hold securities and maybe subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Credit ratings included or referred to in this Prospectus have been issued by Fitch and Standard & Poor’s, each of which is established or has offices established in the European Union and has applied to be (or have its European Union based offices be) registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies (the “CRA Regulation”). At the date of this Prospectus, neither Fitch nor Standard & Poor’s is registered under the CRA Regulation. An investment in the Notes involves certain risks. Prospective investors should consider the factors described in “Risk Factors” beginning on page 21. The Notes have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “US Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or delivered within the United States or to US persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable state securities laws. Accordingly, the Notes are being offered, sold or delivered: (a) in the United States only to qualified institutional buyers (“qualified institutional buyers”) (as defined in Rule 144A (“Rule 144A”) under the Securities Act) in reliance on, and in compliance with, Rule 144A; and (b) to Persons (other than US Persons) (each as defined in Regulation S) outside the United States in reliance on Regulation S (“Regulation S”) under the Securities Act. Each purchaser of the Notes will be deemed to have made the representations described in “Subscription and Sale” and is hereby notified that the offer and sale of Notes to it is being made in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A. In addition, until 40 days after the commencement of the offering, an offer or sale of any of the Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if the offer or sale is made otherwise than in accordance with Rule 144A. Neither this Prospectus nor the Notes are required to be registered or cleared under the regulations of the Securities and Exchange Commission of Nigeria (the “Nigerian SEC”). Citigroup Global Markets Limited and Deutsche Bank AG, London Branch (the “Joint Lead Managers”) expect to deliver the Notes to purchasers in registered book entry form through the facilities of The Depository Trust Company (“DTC”), Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) on or about 28 January 2011. See “Subscription and Sale”. Notes sold in offshore transactions in reliance on Regulation S will initially be in the form of a an unrestricted global note certificate, which will be deposited outside the United States with a common depositary for Euroclear and Clearstream, Luxembourg and registered in the name of a nominee for such common depositary. Notes sold to qualified institutional buyers in reliance on Rule 144A will be issued initially in the form of a restricted global note certificate, which will be deposited with DTC, or a custodian of DTC, and registered in the name of a nominee of DTC. See “Form of Notes”. Joint Lead Managers and Bookrunners Citi Deutsche Bank Financial Advisers to the Federal Republic of Nigeria Barclays Capital FBN Capital The date of this Prospectus is 26 January 2011. TABLE OF CONTENTS Page RESPONSIBILITY STATEMENT........................................................................................................1 IMPORTANT NOTICE..........................................................................................................................1 PRESENTATION OF ECONOMIC AND OTHER INFORMATION..................................................5 EXCHANGE RATE ...............................................................................................................................8 ENFORCEMENT OF CIVIL LIABILITIES .........................................................................................9 OVERVIEW .........................................................................................................................................11 RISK FACTORS ..................................................................................................................................21 USE OF PROCEEDS ...........................................................................................................................34 THE FEDERAL REPUBLIC OF NIGERIA........................................................................................35 THE ECONOMY..................................................................................................................................50 FOREIGN TRADE AND BALANCE OF PAYMENTS.....................................................................95 PUBLIC FINANCE............................................................................................................................101 PUBLIC DEBT...................................................................................................................................112 MONETARY SYSTEM .....................................................................................................................122 TERMS AND CONDITIONS OF THE NOTES ...............................................................................132 FORM OF NOTES .............................................................................................................................144 TAXATION........................................................................................................................................148 SUBSCRIPTION AND SALE ...........................................................................................................151 UNITED STATES TRANSFER RESTRICTIONS............................................................................153 GENERAL INFORMATION.............................................................................................................155 i RESPONSIBILITY STATEMENT The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. To the best of the knowledge and belief of the Issuer, the information contained in this Prospectus is true and accurate in every material respect and is not misleading in any material respect and this Prospectus, insofar as it concerns such matters, does not omit to state any material fact necessary to make such information not misleading. The opinions, assumptions, intentions, projections and forecasts expressed in this Prospectus with regard to the Issuer are honestly held by the Issuer, have been reached after considering all relevant circumstances and are based on reasonable assumptions. IMPORTANT NOTICE This Prospectus constitutes a prospectus for purposes of Article 5 of the Directive 2003/7/EC. No person has been authorised to give any information or to make any representation other than those contained in or consistent with this document in connection with the offering of the Notes (the “Offering”)