SUPPLEMENTARY PROSPECTUS DATED JUNE 2009

ing in pages [18 in pages ing GOVERNMENT OF

OFFER FOR SUBSCRIPTION

OF

ors, see “risk factors” commenc N18,500,000,000 SERIES 1: 15.5% FIXED RATE BONDS DUE 2016

Issue Price: N1.00 per unit

please consult your Banker, Stockbroker, Accountant, Solicitor or any Payable in full on Application

Application list Opens: [29 June 2009] Application list Closes: [30 June 2009]

considered by prospectiveInvest This Supplementary Prospectus constitutes an updating supplementary prospectus for the purpose of Rule 40(C) of the Rules and Regulation of the Securities & Exchange Commission (“the Commission” or SEC) and is prepared in connection with the N18,500,000,000 Medium Term Note Programme established by Imo State Government of Nigeria (“the Issuer”). This Supplementary Prospectus is supplemental to, and should be read in conjunction with, the Shelf Prospectus dated June 2009 and any other supplements to the Shelf Prospectus to be issued by the Issuer. Terms defined in the Shelf Prospectus have the same meaning when used in this Supplementary Prospectus.

This Supplementary Prospectus and the Securities, which it offers have been cleared and registered by the SEC and a copy of the Supplementary Prospectus has been filed with the Corporate Affairs Commission. It is a civil wrong and a criminal offence under the Investments and Securities Act 2007 (“the Act”) to issue a prospectus, which contains false or misleading information. Clearance and registration of this Supplementary Prospectus and the Securities, which it offers do not relieve the parties from any liability arising under the Act for false and misleading statements contained herein or for any omission of a material fact.

The registration of the Shelf Prospectus and this Supplementary Prospectus shall not be taken to indicate that the Commission endorses or recommends the Securities or assumes responsibility for the correctness of any statements made or opinions or reports expressed in the Shelf Prospectus or this Supplementary Prospectus. No Securities will be allotted or issued on the basis of the Shelf Prospectus read together with this Supplementary Prospectus later than two years after the date of the issue of the Shelf Prospectus

This Supplementary Prospectus has been issued in compliance with Section 53 of the Act, the Rules and Regulations of the Commission and the listing requirements of The Nigerian Stock Exchange (“the Exchange”) and contains particulars in compliance with the requirements of the Commission for the purpose of giving information with regard to the Securities being issued hereunder (the “Series 1 Bonds” or “Bonds”). Application has been made to the Council of the Exchange for the admission of the For information concerning certain risk factors which should be

. Bonds to the Daily Official List of the Exchange. The Bonds now being issued will upon admission to the Daily Official List qualify as a security in which Trustees may invest under the Trustee Investments Act (Cap T22) of the Federation of Nigeria, 2004. The Bonds also qualify as a Government Security under Section 20(1)(g) of the Personal Income Tax Act, Cap P8, LFN, 2004 as well as Section(19)(2) of the Companies Income Tax Act, Cap C21, LFN, 2004.

The Issuer accepts full responsibility for the accuracy of the information contained in this Supplementary Prospectus. The Issuer

declares that having taken reasonable care to ensure that such is the case, the information contained in this Supplementary Prospectus is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect the import of such information and that save as disclosed herein, no other significant new factor, material mistake or inaccuracy relating to the information included in the Shelf Prospectus has arisen or has been noted, as the case may be, since the publication of the Shelf Prospectus. Further, the material facts contained herein are true and accurate in all material respects and the Issuer confirms that, having made all reasonable enquiries, to the best of its knowledge and belief, there are no material facts, the omission of which would make any statement contained herein misleading or untrue.

LEAD ISSUING HOUSE UBA CAPITAL (AFRICA) LIMITED RC 444999

CO- ISSUING HOUSES to 20] This document is important and should be read carefully. If you are in any doubt about its contents or the action to be taken, taken, to be action or the contents its about doubt any are in If you carefully. read be should and important is document This immediately for guidance adviser professional other BGL SECURITIES LIMITED FUTUREVIEW FINANCIAL STANBIC IBTC BANK PLC RC 223042 SERVICES LIMITED RC 125097 RC 217005

CONTENTS

CONTENTS ...... 2 ABRIDGED TIMETABLE...... 3 PARTIES TO THE OFFER...... 4 REPRESENTATIVES OF IMO STATE EXECUTIVE COUNCIL...... 6 DEFINITIONS...... 7 THE OFFER...... 8 SUMMARY OF THE OFFER ...... 9 SUMMARISED CONDITIONS OF ISSUE...... 12 RISK FACTORS AND MITIGATING FACTORS FOR THE PROGRAMME...... 18 .STATUTORY AND GENERAL INFORMATION ...... 21 STATUTORY AND GENERAL INFORMATION ...... 22 Indebtedness...... 22 Claims and Litigation...... 22 Costs and Expenses...... 22 Material Contracts...... 22 Bond Rating...... 22 Relationship between the Issuer and its Advisers ...... 22 Consents...... 22 Documents Available for Inspection ...... 23 INFORMATION ON IMO STATE...... 24 USE OF PROCEEDS ...... 32 FIVE YEAR FINANCIAL INFORMATION...... 36 Reporting Accountant’s Report...... 36 FINANCIAL FORECAST...... 56 Letter from the Reporting Accountants ...... 56 Memorandum on profit forecast ...... 57 APPENDIX 1: PROCEDURE FOR APPLICATION AND ALLOTMENT...... 66 APPENDIX 2: RECEIVING AGENTS ...... 67 APPENDIX 3: APPLICATION FORM...... 68 APPENDIX 4: INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM...... 69

2 ABRIDGED TIMETABLE

Date Activity Responsibility

June 2009 Application List opens Issuing Houses

June 2009 Application List closes Issuing Houses

Forward Allotment Proposal and draft newspaper July 2009 Issuing Houses announcement to SEC for clearance

July 2009 Receive SEC clearance of Allotment Proposal Issuing Houses

July 2009 Disburse net proceeds to Imo State Issuing Houses

July 2009 Allotment announcement Issuing Houses

July 2009 Return excess/rejected application monies Oceanic Registrars Limited

July 2009 Distribute Certificates Oceanic Registrars Limited

FutureView Financial July 2009 Listing of the Series 1 Bonds Services Limited

July 2009 Submission of Summary Report to SEC Issuing Houses

3

PARTIES TO THE OFFER

ISSUER Imo State Government of Nigeria Government House Imo

LEAD ISSUING HOUSE UBA Capital (Africa) Limited 6th Floor UBA House 57 Marina Lagos

CO- ISSUING HOUSES BGL Securities Limited FutureView Financial Services Limited Millennium House Plot 161D Aufu Taylor Close 12A Catholic Mission Street Off Idejo Street Lagos Island Off Adeola Odeku Street Lagos Victoria Island Lagos

Stanbic IBTC Bank PLC I.B.T.C. Place Walter Carrington Crescent Victoria Island Lagos

LEAD UNDERWRITER Stanbic IBTC Bank PLC I.B.T.C. Place Walter Carrington Crescent Victoria Island Lagos

CO-UNDERWRITERS United Bank for Africa Plc FutureView Securities Limited UBA House Plot 161D Aufu Taylor Close 57 Marina Off Idejo Street Lagos Off Adeola Odeku Street Victoria Island Lagos

TRUSTEE REGISTRAR UBA Trustees Limited Oceanic Registrars Limited 4th Floor 154 Ikorodu Road UBA House Onipanu, Somolu 57 Marina Lagos Lagos

SOLICITOR TO THE TRUSTEE SOLICITOR TO THE ISSUE Detail Solicitors Udo Udoma & Belo-Osagie 14th floor 10th Floor 38-39 Marina St. Nicholas House Conoil Building Catholic Mission Street Lagos Lagos Island Lagos

4 AUDITOR TO IMO STATE GOVERNMENT SOLICITOR TO IMO STATE GOVERNMENT Auditor General of Imo State Attorney General & Commissioner for Justice Ministry of Justice of Imo State New Secretariat Complex Block 10, State Secretariat Complex Owerri Road Imo Owerri Imo REPORTING ACCOUNTANTS RATING AGENCY Akintola Williams Deloitte Agusto & Co. Limited (Chartered Accountants) 5th floor 235 Ikorodu Road UBA House Ilupeju 57 Marina Lagos Lagos

RECEIVING BANK Stanbic IBTC Bank PLC I.B.T.C Place Walter Carrington Crescent Victoria Island Lagos

5

REPRESENTATIVES OF IMO STATE EXECUTIVE COUNCIL

S/N NAME RESPONSIBILITY 1 His Excellency, Chief Ikedi G. Ohakim Executive Governor 2 Her Excellency, Dr. (Mrs.) Ada Okwuonu Deputy Governor 3 Barr. Ken C. O. Njemanze, SAN Attorney General and Commissioner for Justice 4 Engr. George Irechukwu, FCA Commissioner for Finance 5 Mrs. Anagam Ononuju Commissioner for Women Affairs and Social Development 6 Chief Longinus Nzenwata Anyanwu Commissioner for Agriculture 7 Chief (Dr.) Geff Ojinika Commissioner for Commerce and Industry 8 Dr. Amanze Obi Commissioner for Information and Strategy 9 Levi Oguike, FNIQ, FRICS Commissioner for Lands, Survey and Urban Planning 10 Chief Chinwe C. Chukwu Commissioner for Works, Housing and Transport 11 Barr. Ralph Nwosu Commissioner for Public Utilities and Rural Development 12 Prof. Jude E. Njoku Commissioner for Education 13 Dr. Vincent Udokwu Commissioner for Health 14 Chief Tony Uzoukwu, KSM Commissioner for Youth and Sports 15 Chief Chuma Nnaji Commissioner for Culture and Tourism 16 Dr. Aloysius Aguwa Commissioner for Petroleum and Environment 17 Barr. Kezie Ogaziechi Commissioner for Local Government and Chieftaincy Affairs 18 Dr. (Mrs.) Ngozi E. Anyikwa Commissioner for Planning and Economic Development 19 Dr. (Mrs.) A. M. A. Ndugbu, OON Head of Service 20 Mr. Cosmas Iwu Secretary to the State Government

6

DEFINITIONS

(1) Words used in this Supplementary Prospectus shall have the meanings assigned to them in the Shelf Prospectus.

(2) Unless the context otherwise requires, the following expressions shall have the meanings assigned to them:

“Bondholder” means any person for the time being entered in the Register or the Central Securities Clearing System (CSCS) as a holder of a unit or units of the Bonds and includes persons so registered as joint holders;

“Closing Date” means 30 June 2009;

“Deed” or “Supplemental Trust Deed” means the Supplemental Trust Deed and any amendment, novation or supplemental trust deed issued or made pursuant to this supplemental trust deed;

“Interest” means 15.5% per annum payable semi-annually in arrears on 30 June and 31 December each year;

“ISPO” means the Irrevocable Standing Payment Order dated December 18, 2008 and issued by the State’s Accountant-General to the Accountant-General of the Federation for the periodic deduction of monies from the State’s statutory allocation from the Federation Account and payment thereof into a Sinking Fund held by the Trustee by way of security for the Series 1 Bonds;

“Joint Issuing Houses” or means UBA Capital (Africa) Limited, BGL Securities Limited, FutureView “Issuing Houses” Financial Services Limited and Stanbic IBTC Bank PLC;

“Maturity Date” means 30 June 2016;

“Offer” means the issuance and offering hereunder of the Series 1 Bonds in the aggregate principal amount of N18,500,000,000 on the terms and conditions set out in this Supplemental Prospectus and the Shelf Prospectus.

“Offer Period” means [29 June 2009] to [30 June 2009] or such other period as shall be deemed expedient by the Issuing Houses provided that any extension of the offer period shall be subject to the approval of the Commission;

“State” means the Imo State Government of Nigeria and the Issuer of the Series 1 Bonds;

“Series 1 Bonds” means the principal money represented by the N18,500,000,000 fixed rate bonds, being the first series of Securities issued and offered for subscription by the State under the Programme;

“Trust Deed” means the master trust deed dated on or about the Closing Date for the Series 1 Bonds between the Issuer and the Trustee;

“Underwriting Agreement” means the agreement made between the Issuer and the Underwriters, to fully underwrite the Series 1 Bonds;

“Underwriters” means (i) Stanbic IBTC Bank Plc (RC 125097), (ii) United Bank for Africa (UBA) Plc (RC 2457) and (iii) FutureView Financial Services Limited (RC 217005).

7 THE OFFER

This Supplementary Prospectus is a supplement to the Shelf Prospectus dated June 2009 issued by Imo State Government in respect of its N40 billion Medium Term Note Programme. It should be read in conjunction with the Shelf Prospectus.

A decision to invest in the Series 1 Bonds offered by the Issuer hereunder should be based on consideration by the prospective Investor, of this Supplementary Prospectus and the Shelf Prospectus in addition to any documents incorporated by reference therein as a whole.

To the extent that there is any inconsistency between (a) any statement in this Supplementary Prospectus or any statement incorporated by reference into the Shelf Prospectus by virtue of this Supplementary Prospectus and (b) any statement in, or incorporated by reference into, the Shelf Prospectus, the statements in (a) above will prevail.

Save as disclosed in this Supplementary Prospectus, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Shelf Prospectus since the publication of the Shelf Prospectus.

Telephone enquiries should be directed to the Issuing Houses on:

UBA Capital (Africa) Limited: (+234 1) 2800062, 2800065 BGL Securities Limited: (+234 1) 2645221 FutureView Financial Services Limited: (+234 1) 4612837, 2629956 Stanbic IBTC Bank PLC (+234 1) 2712400 Ext. 1117 & 1156

UBA CAPITAL (AFRICA) LIMITED RC 444999

BGL SECURITIES LIMITED FUTUREVIEW FINANCIAL SERVICES LIMITED RC 223042 RC 217005

STANBIC IBTC BANK PLC RC 125097

on behalf of

IMO STATE GOVERNMENT OF NIGERIA

Offer for Subscription and is authorised to receive applications for

N18,500,000,000

15.5% Fixed rate Bonds due 30 June 2016

Issue Price: N1.00 per unit

Payable in full on Application

June 2009

The Application List for the Bonds now being offered will open on [29] June 2009 and close on [30] June 2009.

STATEMENT OF INDEBTEDNESS

As at December 31, 2008, Imo State Government had outstanding local and foreign commercial loans totalling about N5.4billion. Other than as stated above, the State has no outstanding debentures, mortgages, loans, charges or similar indebtedness or material contingent liabilities or other similar indebtedness, other than in the ordinary course of governance.

8

SUMMARY OF THE OFFER

Issuer Imo State Government of Nigeria (“Imo State” or “the State”)

Series 1 Bonds N18,500,000,000.00 fixed rate bonds to be issued at par

Lead Issuing House UBA Capital (Africa) Limited

Co- Issuing Houses BGL Securities Limited, FutureView Financial Services Limited and Stanbic IBTC Bank Plc. (The Lead Issuing House and the Co-Issuing Houses shall together be referred to as “the Issuing Houses”).

Method of Distribution Offer for Subscription

Use Of Proceeds The estimated net issue proceeds of N17.575 billion after the deduction of issue costs (including the underwriting commission) of N925 million (representing 5% of the bond size) will be utilized for the following: Use of proceeds* Amount % of net Timeline (N’Billion) proceeds Part finance the N1.302 7.41% 2 Years rehabilitation of water schemes Part finance the N3.773 21.47% 3 Years rehabilitation and construction of critical roads Part finance of Imo State N12.500 71.12% 2 Years Government’s Equity Investment in the Imo Wonder Lake and Conference Centre Total N17.575 100% * Refer to Pages 31 to 34 for further details.

Issue Price N1.00 per unit

Closing Date 30 June 2009

Currency The Bonds shall be denominated in Naira (N)

Tenor 7 Years

Coupon Rate 15.5%

Repayment Frequency Semi-Annual

Day Count Convention Actual/365

Repayment Amortising repayment of principal and interest to Maturity Date

Units Of Sale Minimum of 10,000,000 and multiples of 1,000,000 thereafter

Security Security for the repayment and other obligations of the Issuer in 9 relation to the Series 1 Bonds shall be held by the Trustee and shall comprise the ISPO issued by the Office of the Accountant General of the Federation as a first line charge upon and payable out of the Statutory Allocation of the State. Deductions from the State’s Statutory Allocation shall be made in an amount equal to the principal and interest if any, including all other monies if any due and payable by the Issuer in respect of the Series 1 Bonds into a Sinking Fund held by the Trustee as set out in the Trust Deed

Redemption The Series 1 Bonds shall be redeemed in consecutive and equal semi- annual instalments principal and interest of 15.5% per annum each on 30 June and 31 December of each Year that the Bonds are outstanding.

Terminal Date 30 June 2016

Underwriting The Series 1 Bonds shall be 100% firmly underwritten by the Underwriters as follows:

Underwriter Underwriting % Commitment

Stanbic IBTC Bank Plc N12.50billion 67.57%

UBA Plc N4.15billion 22.43%

FutureView Financial Services N1.85billion 10.00% Limited

Total N18.50billion 100.00%

Form of Bonds/Transferability The Series 1 Bonds will be issued in registered form and be freely transferable in accordance with the provisions of the Trust Deed.

Grossing Up All amounts payable under the Series 1 Bonds will be paid in full without set-off or counterclaim or other restrictions and free and clear of and without any deductions or withholding for or on account of any taxes or any charges or otherwise

Target Investors The subscription to the Bonds is open to the general public however, target investors will be institutional investors both local and foreign.

Quotation An application has been filed with the Council of the Exchange on completion of the Offer Period for the admission of the Series 1 Bonds to the Daily Official List of the Exchange by way of listing by introduction.

Rating Issuer Rating: Bb+ (Agusto & Co.) Issue Rating: A+ (Agusto& Co.)

Solicitor to the Issue Udo Udoma & Belo Osagie

Trustee UBA Trustees Limited

Solicitor to the Trustee Detail Solicitors

Reporting Accountants Akintola Williams Deloitte

10 Receiving Bank Stanbic IBTC Bank PLC

Registrar Oceanic Registrars Limited

Governing Nigerian Law: - The constitution of the Federal Republic of Nigeria, 1999 - The Fiscal Responsibility Act, 2007 - Investment and Securities Act, 2007 - Imo State Bonds Law

Taxation The bonds issued under this programme shall be exempt from all forms of tax, as provided for under the authority of the Office for the Joint Tax Board.

Transaction Documents - Shelf Prospectus - Supplementary Prospectus - Trust Deed & Pay Agency Agreement - Underwriting Agreement - Vending Agreement - Irrevocable Standing Payment Order dated December 18, 2008 issued by the Accountant General of Imo State - Financial Statement and Accounts for Imo State from 1 January 2003 to 30 June 2008

11

SUMMARISED CONDITIONS OF ISSUE

1. DATE OF PAYMENT

The Bonds shall be redeemed semi-annually, on 30 June and 31 December every year, together with Interest accrued thereon or on such earlier date as the Trustee in accordance with the provisions of Condition 3 hereof declares the Bonds to have become immediately payable.

2. REDEMPTION PROVISIONS

The principal amount of the Bonds is repayable in fourteen (14) semi annual installments in accordance with Condition 7. Over the life of the Bonds, principal shall be repaid on the same date as Interest due is paid. Payment of Interest and principal shall commence six months after the closing of the Offer and shall be paid every 6 Months or on each such earlier date as the Trustee in accordance with the provisions of Condition 3 hereof declares the Bonds to have become immediately payable.

3 ACCELERATION OF BONDS

The Bonds shall become immediately repayable if the Trustee in accordance with the provisions of the Trust Deed declares the Bonds to have become immediately repayable especially, if an event of default has occurred or is continuing

4. CANCELLATION OF BONDS

All the Bonds which are redeemed in accordance with the provisions of this Prospectus will be cancelled and may not be reissued or resold. For so long as the Bonds are admitted to listing and/or trading on the Stock Exchange and the rules of such exchange so require, the Registrar shall promptly inform The Nigerian Stock Exchange of the cancellation of any Notes under this Condition 4 (Cancellation of Bonds).

5. REDEMPTION

(a) Whenever any part of the Bonds are redeemed a proportionate part of each holding of the Bonds shall be repaid to the Bondholders.

(b) Payments will be made to the person shown in the Register at the close of business on the Record Date (as defined below)

(b) The Registrar shall give to the Bondholders not less than one Month’s notice in writing of the time and mode for repayment of the Bonds to be redeemed and each such notice shall state the amount of the Bond for redemption.

(c) At the time and place so fixed each Bondholder shall, where applicable, deliver to the Registrar the relevant Certificate(s) for his Bonds, if any (or other evidence of title issued by the CSCS) in order that the same may be cancelled together with a receipt for the redemption moneys payable in respect of the Bonds, and upon such delivery the Trustee shall pay to the Bondholder the amount payable to him in respect of such redemption together with all interest accrued thereon:

(d) If, on any Maturity Date, any Bondholder whose Bonds are liable to be redeemed shall fail or refuse to deliver up the Bond Certificate(s) (where applicable) held by him at the time and place fixed for their redemption or shall fail or refuse to accept payment of the redemption moneys payable in respect thereof the moneys payable to such Bondholder shall be paid to the Trustee and the Trustee shall hold such moneys in trust for such Bondholder and Interest on such Bonds shall cease to accrue as from the date fixed for redemption thereof and the State shall thereby be discharged from all obligations in connection with such Bonds. If the Trustee shall place the 12 moneys so paid to it on deposit at a commercial bank or invest them in the purchase of securities for the time being authorised by law for the investment of trust funds the Trustee shall not be responsible for the safe custody of such moneys or for interest thereon except such interest (if any) as the said money may earn whilst on deposit or invested as aforesaid less any expenses incurred by the Trustee.

6. PURCHASE OF BOND BY THE STATE

The State may at any time and from time to time purchase at prevailing market price Bonds through the market or by tender (available to all Bondholders alike) but not otherwise. Any Bonds so purchased will be cancelled and will not be available for re-issue.

7. SINKING FUND

(a) The State shall no later than before or immediately after the date of execution of this Prospectus, open an account in favour of the Trustee titled the Sinking Fund. Every month there shall be placed to the credit of such account a sum or sums from the allocation from the Federal Ministry of Finance to the reserves of the State, not below the sum of N358,427,768.53 NGN (Three hundred and fifty eight million, four hundred and twenty seven thousand, seven hundred and sixty eight naira, fifty three kobo ) (hereinafter referred to as the “Minimum Sum”) and allowances for Interest payments for the same being applied towards the redemption, at par, of the Bonds PROVIDED THAT (subject to Condition 7(b) below) the minimum amount credited by the State to the Sinking Fund from time to time shall be such as to ensure that the balance standing to the credit of the Sinking Fund shall not be less than the amounts stated hereunder on the following dates:-

Date Payment of Payment of Total Payment Principal Value Principal Interest (15.5%) (Interest + Outstanding (after N Principal) N payment of N principal) N

31/12/2009 777,763,868 1,433,750,000 2,211,513,868 17,722,236,132

30/06/2010 838,040,567 1,373,473,300 2,211,513,868 16,884,195,565

31/12/2010 902,988,711 1,308,525,156 2,211,513,868 15,981,206,854

30/06/2011 972,970,336 1,238,543,531 2,211,513,868 15,008,236,517

31/12/2011 1,048,375,538 1,163,138,330 2,211,513,868 13,959,860,980

30/06/2012 1,129,624,642 1,081,889,226 2,211,513,868 12,830,236,338

31/12/2012 1,217,170,551 994,343,316 2,211,513,868 11,613,065,787

30/06/2013 1,311,501,269 900,012,598 2,211,513,868 10,301,564,518

31/12/2013 1,413,142,617 798,371,250 2,211,513,868 8,888,421,900

30/06/2014 1,522,661,170 688,852,697 2,211,513,868 7,365,760,730

31/12/2014 1,640,667,411 570,846,457 2,211,513,868 5,725,093,319

30/06/2015 1,767,819,135 443,694,732 2,211,513,868 3,957,274,183

31/12/2015 1,904,825,118 306,688,749 2,211,513,868 2,052,449,065

30/06/2016 2,052,449,065 159,064,803 2,211,513,868 0

The Interest payable as provided for above has been calculated at the fixed rate of 15.5% per annum. 13

(b) If at any time prior to the Maturity Date of the Series 1 Bonds the State redeems the Series 1 Bonds under the provisions of Condition 2 hereof or purchases any Series I Bonds under the provision of Condition 6 above the Trustee shall give notice to the State to stop further deductions and payments into the Sinking Fund.

8. CERTIFICATE

(a) Every initial Bondholder shall be entitled to a Certificate in respect of the Bonds held by him under the seal of the State and signed autographically by State Commissioner for Finance or any other person so authorised, stating the amount of the Bonds held by him and every such Certificate shall bear a denoting number. In the case of Bonds held jointly by several persons the State shall not be bound to issue more than one Certificate therefore and delivery of a Certificate to one of such persons shall be sufficient delivery to all. Subsequent transfers shall be effected through the CSCS, and a transferee of a Bondholder shall be entitled to demand for a Certificate if he so desires. Where a transferee of Bonds asks for a physical Certificate, the Registrar shall, upon the transferee paying such reasonable costs as the Registrar may ask for, being costs of procurement of physical Certificates, ask the State to issue a Certificate to a new Bondholder. The State shall issue a Certificate when the Registrar asks for one. All physical Certificates shall be presented for cancellation on the Maturity Date, or when a replacement Certificate is demanded as a result of a transfer to a new Bondholder.

(b) Register of Bonds

A Register of the Bonds shall be kept by the Registrar at the office of the Registrars for the time being of the Bonds and there shall be entered in such Register:-

(i) The names and addresses of the holders for the time being of the Bonds; (ii) The amount of the Bonds held by every registered holder; (iii) The date at which the names of every registered holder is entered in respect of the Bonds standing in his name; and (iv) The serial number of each Bond Certificate and date of issue thereof.

9. CHANGE OF NAME AND ADDRESS OF BONDHOLDERS

Any change of name or address on the part of the Bondholder shall forthwith be notified to the Registrar and thereupon the Register shall be altered accordingly. The Trustee and the Bondholders and any person authorised by any of them shall be entitled at all reasonable times during office hours to inspect the Register and to make copies of or take extracts from the same.

10. RIGHTS AGAINST PREDECESSORS IN TITLE

Except as required by law the State will recognise the registered holder of any Bonds as the absolute owner thereof and shall not be bound to take notice or see to the execution of any trust whether express, implied or constructive to which any Bonds maybe subject, and the receipt of such registered holder, or in the case of joint registered holders the receipt of any of them, of the interest from time to time accruing due for any other moneys available in respect thereof shall be a good discharge to the State notwithstanding any notice it may have whether express or otherwise of the right, title, interest or claim of any other person to or in such Bonds interest or moneys. Notice of any trust express or constructive shall not be entered on the Register in respect of any Bonds.

14

11. EXCLUSION OF EQUITIES

Every Bondholder will be recognised by the State as entitled to his Bonds free from any equity, set-off or cross-claim on the part of the State against the original or any intermediate holder of the Bonds.

12. TRANSFER OF BONDS

The Bonds are transferable in amounts and multiples of N1,000,000 by instrument in writing in the usual common form of transfer or in accordance with the provisions of the Trust Deed or Supplemental Trust Deed.

13. INSTRUMENT OF TRANSFER

Every instrument of transfer of the Bonds must be signed by both the transferor and the transferee and the transferor shall be deemed to remain the owner of the Bonds to be transferred until the name of the transferee is entered in the Register in respect thereof.

14 REGISTRATION

Every instrument of transfer of the Bonds must be left for registration at the office of the Registrars for the time being of the Bonds accompanied by the Certificate for the Bonds to be transferred and such other evidence as the State may require to prove the title of the transferor or his right to transfer the Bonds, and if the instrument of transfer is executed by some other person on his behalf the authority of that person so to do.

15. RETENTION OF TRANSFER

All instruments of transfer which shall be registered will be retained by the Registrars, as agent of the State.

17. DEATH OF HOLDERS

In case of the death of a registered holder of the Bonds the survivors or survivor where the deceased was a joint holder, and the executors or administrators, of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the State as having any title to such Bonds.

18. TRANSMISSION

Any person becoming entitled to the Bonds in consequence of the death, bankruptcy, winding-up or dissolution of the holder thereof may, upon producing such evidence that he has or is entitled to the capacity in respect of which he proposes to act under this Condition or of his title as the Registrars shall think sufficient, be regarded as the holder of such Bonds, or subject to the preceding Conditions as to transfer may transfer the same. The State shall be at liberty to retain the interest payable upon any Bonds which any person is entitled to transfer under the preceding Condition until such person shall be registered or duly transfer the same as aforesaid.

15 19. PAYMENT OF INTEREST, ETC

Any principal, interest or other moneys payable on or in respect of any Bonds shall be paid by the Trustee by cheque or warrant sent through recorded delivery post to the registered address of the holder or person entitled thereto, or in the case of joint holders to the registered address the joint holder who is first named on the Register in respect of such Bonds, or to such person and to such address as the holder or holders may in writing direct.

Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to such other person or persons as the holder, or in the case of joint holders, all such joint holders may in writing direct and payment of the cheque or warrant shall be a satisfaction of the moneys represented thereby. Every such cheque or warrant shall be sent at the risk of the person entitled to the moneys represented thereby.

However, upon application by the Bondholder to the Specified Office of the Registrar or the Trustee not less than 15 days before the due date for any payment in respect of Bonds held by that Bondholder, such payment may be made by transfer to an account maintained by the payee with any bank as notified to the Registrar.

20. RECEIPT OF JOINT HOLDERS

If several persons are entered in the Register as joint-holders of any Bonds then without prejudice to the last preceding Condition the receipt of any one of such persons for any interest or other moneys payable on or in respect of such Bonds shall be as effective a discharge to the State as if the person signing such receipt were the sole registered holder of the Bonds.

21. REPLACEMENT OF CERTIFICATE

If any Certificate issued pursuant to these Conditions be defaced, lost or destroyed, it may be replaced on payment of all stamp duty (if any) payable on a fresh Certificate, and upon such terms as to evidence and indemnity as the Registrar may deem adequate and, in the case of defacement, on delivery of the old Certificate to the Registrar. An entry as to the issue of the new Certificate and indemnity (if any) shall be made in the Register.

22. RECORD DATE

“Record Date” means the fifteenth day before the due date for the relevant payment.

23. TAXATION

All payments of principal interest and any other sum due in respect of the Bonds shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by or within the Federal Republic of Nigeria or any political subdivision or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer shall pay such additional amounts as will result in the receipt by the Bondholders of such amounts as would have been received by them if no such withholding or deduction had been required, except that no such additional amounts shall be payable in respect of any Bond.

16 24. NOTICES

(A) Any notice may be given by the State or by the Trustee to any Bondholder by sending the same through the post in a prepaid letter addressed to such Bondholder at its address appearing on the Register of Bondholders.

(B) Any notice, or other communication may be given to the Trustee hereunder by sending the same through the post in a prepaid letter addressed to the Trustee at its registered offices in Nigeria.

(C) Any notice, or other communication may be given to the State by sending the same through the post in a prepaid letter addressed to:

The Government of Imo State of Nigeria Office of the Honourable Commissioner Ministry of Finance P.M.B 1189 Owerri Imo State

Provided that in each case, any notice given to any Bondholder, the Trustee or the State by way of publication in two (2) Nigerian National Dailies will suffice as sufficient notice.

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RISK FACTORS AND MITIGATING FACTORS FOR THE PROGRAMME

Risks Related to Nigeria and the West African Sub-region

Political and regional instability in the Niger Delta region. Oil exportation is the major source of government revenue to Nigeria and Nigeria’s major oil producing area is the Niger Delta region. There have been political disturbances and intermittent kidnappings for ransom in the Niger Delta region affecting oil production. This political disruption though not on a wide scale, can adversely affect oil production in the main oil producing region of Nigeria.

President Yar Adua has placed the restoration of authority and peace to the Niger Delta region as a central tenet of his administration’s policy thrusts. The vice-president has publicly led a new peace initiative and process of dialogue with agitators in the region to bring about a lasting political solution to the issues at the heart of the problem. There has also been the deployment of troops to maintain peace in the region, like the Joint Military Task Force (JTF), which is still mediating in the region. A majority of the disruption to oil production has been to onshore oil fields but in recent years a significant portion of new production has been from deep off-shore fields which are more insulated from the campaign of violence and sabotage.

Mitigating Factors Although, the political and regional instability in the Niger Delta region has had a material adverse effect on investment and confidence in, and the performance of, the Nigerian economy, the Federal Government has recently intensified efforts to address the instability and unrest in the region. The government also mitigates such disruptions by setting the budget price for oil at a much lower level than the market price (which for 2009 is set at US$45 a barrel against the average price of above US$60 in the international market) so the budget already has an inbuilt cushion for any serious disruptions to oil production.

Risks related to the economic stability of Nigeria. Although the previous presidential administration had implemented a number of wide-sweeping political and economic reforms aimed at diversifying Nigeria’s economy and increasing macroeconomic stability whilst promoting a private sector market driven economy, the March 2007 sovereign ratings report from Fitch Inc. (“Fitch”) characterised Nigeria’s economy as one that is constrained by structural challenges including weak institutions and poor capacity and infrastructure, slow progress on reforms and governance systems at the state level, significant social and developmental challenges and continued vulnerability to oil price shocks.

Mitigating Factors A major milestone in turning around Nigeria’s economy was the agreement reached with the Paris Club in October 2005 whereby the Nigeria government successfully negotiated a debt repayment plan. Under the plan, US$30.0 billion (owed to the Paris Club) of Nigeria’s US$37.0 billion in accumulated debt was eliminated in exchange for a US$12.0 billion payment. Of the outstanding debt (owed to the World Bank and the London Club, a group of private lenders), Nigeria has since called its outstanding Brady Bonds and in March 2009 had foreign reserves in excess of US$48 billion. The Nigerian government also signed a deal in March 2007 with Merrill Lynch, whereby the government paid US$480.0 million and transferred its obligation to pay its London Club creditors to Merrill Lynch. (Source: www.cenbank.org, 2009)

Global prices of oil have significant impact on the Nigerian economy. As of June 2008, provisional data from the National Bureau of statistics (NBS) indicates that Nigeria’s Gross Domestic Product (GDP) at current market prices was N12,089 billion (US$102.63bn), compared with N9,594 billion (US$75.36bn) in the corresponding period of 2007. Real GDP grew by 6.11 per cent for the half-year to June 2008, compared with a 5.51 per cent growth as of June 2007. The main driver of this growth is the non-oil sector which grew by 8.65 per cent while oil sector GDP growth was -3.30 per cent. In the last five years, the non-oil share of real GDP has maintained a steady increase from 73.47 per cent in 2003 to 80.65 per cent in December 2007. This growth was driven largely by Agriculture (7.4%), Services (9.8%), Finance & Insurance (5.0%), Manufacturing (9.2%), Mining & Quarrying (10.51%) and communication (32.8%). (Source: Economic Associates Research, 2008) Meanwhile, crude oil remains the main source of revenue for the federal government and therefore continues to be a major factor in the politics and economics of Nigeria. As a result, the insurgence in the Niger Delta region of the country is taking its toll on Nigeria’s overall crude output and government revenues. Nigeria experienced a 3.6% decline in daily crude production between 2006 and 2007; from 2.23 mbpd in 2006 to 2.15 mbpd in 2007. As at mid-June 2009, the country’s average output is c. 1.3 mbpd.

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This decrease is a direct result of several forced production shutdowns by incessant militant attacks on oil production facilities within the Niger Delta. (Source: NNPC – Economic Review, 2009)

The current global recession has dampened global demand for energy and crude oil. Average spot price of Nigeria’s reference crude, the Bonny light stood at US$74.96 per barrel in 2007 compared with an average US$66.46 price per barrel in 2006. Recently price fluctuations however resulted in a price of US$39.8 per barrel for light crude as December 31, 2008, down from an average of US$138.74 per barrel in the second quarter of 2008. (Source: NNPC – Economic Review, 2009)

Emerging markets such as Nigeria are subject to greater risks than more developed markets, and financial turmoil in any emerging market could cause the price of the Securities to decrease. Generally, investment in emerging markets is only suitable for sophisticated investors who fully appreciate the significance of the risks involved in, and are familiar with, investing in emerging markets. Investors should also note that emerging markets such as Nigeria are subject to rapid change and that the information set forth in this Prospectus may become outdated relatively quickly. Moreover, financial turmoil in any emerging market country tends to adversely affect prices in equity markets of all emerging market countries as investors move their money to more stable, developed markets. As has happened in the past, financial problems or an increase in the perceived risks associated with investing in emerging economies could dampen foreign investment in Nigeria and adversely affect the Nigerian economy. In addition, during such times, companies that operate in emerging markets can face severe liquidity constraints as foreign funding sources are withdrawn. Thus, even if the Nigerian economy remains relatively stable, financial turmoil in any emerging market country could adversely affect the Issuer’s business, as well as result in a decrease in the price of the Securities.

Risks Related to the Offering

The need to determine the suitability of the investment in line with investors’ objectives Each potential Investor in the Securities must determine the suitability of that investment generally in light of its own circumstances. In particular, each potential Investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the Securities, the merits and risks of investing in the Securities and the information contained in this Prospectus and any Supplemental Prospectus; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Securities and the impact such investment will have on its overall investment portfolio; (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Securities, including where the potential Investor’s currency is not the Nigerian Naira. (iv) understand thoroughly the terms of the Securities; and (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

Set out below is a brief description of certain risks relating to the Securities generally: Negative Change in the Bond’s Credit Rating. Nigerian sovereign Bonds are rated BB- by Fitch and BB- by Standard & Poors. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organisation. Any negative change in the Securities’ credit rating could materially and adversely affect the market price of the Securities.

Change of law. The conditions of the Securities are based on Nigerian law in effect as at the date of this Prospectus and at the date of any Supplementary Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to Nigerian law or administrative practice after the date of issue of the Securities.

19 Risks relating to the market generally Set out below is a brief description of certain market risks, including liquidity risk, price volatility risk, general emerging market risks, environmental risk, credit risk, exchange rate risk, currency risk and interest rate risk.

There is no active trading market for the Securities. There is no active trading market for the Securities when issued and if such a market does develop, it may not be very liquid. Therefore, Investors may not be able to sell their Securities easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. However an OTC market exists for state government bonds, and the continuous development and deepening of the Bond market will help ensure that the Bond has liquidity.

The market price of the Securities may be volatile. The market price of the Securities could be subject to significant fluctuations in response to actual or anticipated variations in the Nigerian economic environment. In addition, in recent years the global financial markets have experienced significant price and volume fluctuations, which, if repeated in the future, could adversely affect the market price of the Bond without regard to the State’s performance, prospects or financial condition.

Financial turmoil in emerging markets may lead to unstable pricing of the Securities. The market price of the Securities is influenced by economic and market conditions in Nigeria and, to a varying degree, economic and market conditions in other African and emerging markets generally. Financial turmoil in other emerging markets in the past has adversely affected market prices in the world’s securities markets for issuers in those developing economies. Even if the Nigerian economy remains relatively stable, financial turmoil in other emerging markets could materially and adversely affect the market price of the Securities.

Regional Unrest Imo State is bordered by states located in the Niger Delta Region. As mentioned earlier, the Niger Delta experiences instability and unrest. However, while being an oil producing state with vast oil deposits, Imo State is not within the Niger Delta region. The State has been able to successfully manage any agitations or militant activity.

Interest rate risks An investment in the Securities involves the risk that subsequent changes in market interest rates may adversely affect the value of the Securities.

Credit ratings may not reflect all risks. The Securities are rated locally by Agusto and Co. These ratings may not reflect the potential impact of all risks related to structure, market and the additional factors discussed above, and other factors that may affect the value of the Securities. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.

Legal investment considerations may restrict certain investments. The investment activities of certain Investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential Investor should consult its legal advisers to determine whether and to what extent (i) the Securities are legal investments for it, (ii) the Securities can be used as collateral for various types of borrowing and (iii) other restrictions apply to its purchase or pledge of the Securities. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Securities under any applicable risk based capital or similar rules.

Environmental Risk This is the risk associated with the possibility that the working environment of Imo State civil servants could result to ill health, loss or injury capable of causing permanent disability which could interfere with the efficient running of the State or which could create liabilities for the State government with material impact on the state’s finances. Further, natural disasters may have an impact on the projects being executed.

The State is in compliance with all environmental rules and regulations. These standards are constantly updated and enforced by the State to ensure a safe environment for its staff and citizens of the State. The State ensures that relevant safety rules are adhered to in the execution of all its projects. Also environmental

20 impact assessment will be undertaken for all projects to be funded with the proceeds of any issuance under the Programme. For negative impacts identified, measures for managing such impact will be applied.

.

21 STATUTORY AND GENERAL INFORMATION

Indebtedness As at 31 December 2008, Imo State Government had outstanding local and foreign commercial loans totalling about N5.4 billion. Other than as stated above, the State had no outstanding debentures, mortgages, loans, charges or similar indebtedness or material contingent liabilities or other similar indebtedness, other than in the ordinary course of governance.

Claims and Litigation In respect of the Series 1 Notes constituted under the Trust Deed, under a letter dated 8th May 2008, the Imo State Attorney-General asserts that the state is not involved in any litigation in any court with any person or company that involves her in any financial commitment; this letter is available for inspection at the office of the Lead Issuing House.

Costs and Expenses The costs, charges and expenses of and incidental to the Offer including fees payable to SEC, NSE, professional parties’ fees, brokerage commission, printing and distribution are estimated at approximately N925 million or 5% of the gross Offer proceeds and are payable by the State and deductible from the monies raised via the Bonds.

Material Contracts The following agreements have been entered into and are considered material to this Offer: i) Vending Agreement dated [ ] June 2009 under the terms of which the Issuing Houses have agreed to offer for subscription the Series 1 Bonds. ii) Trust Deed dated [ ] June 2009 between Imo State Government and UBA Trustees Limited. iii) Underwriting Agreement dated [ ] June 2009 between Imo State Government and the Underwriters.

Other than as stated above, the State has not entered into any material contracts except in the ordinary course of governance.

Bond Rating Agusto & Co, the Rating Agency has assigned a local currency bond rating of A+, as it is judged to offer adequate safety of timely payment of interest and principal.

Relationship between the Issuer and its Advisers As at the date of this Supplementary Prospectus, there is no relationship between the Issuer and any of its advisers except in the ordinary course of business.

Consents The following have given and not withdrawn their written consents to the Issue of this Prospectus:  UBA Capital (Africa) Limited  BGL Securities Limited  FutureView Financial Services Limited  Stanbic IBTC Bank PLC

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Parties to the Offer

Lead Issuing House UBA Capital (Africa) Limited BGL Securities Limited, FutureView Financial Co-Issuing Houses Services Limited and Stanbic IBTC Bank Plc Solicitor to the Issue Udo Udoma & Belo-Osagie State Auditor General Eldad A. Ujunwa Reporting Accountants Akintola Williams Deloitte Trustees to the Offer UBA Trustees Limited Solicitor to the Trustee Detail Solicitors Registrars to the Offer Oceanic Registrars Limited Rating Agency Agusto & Co Limited Receiving Bank Stanbic IBTC Bank PLC

Documents Available for Inspection

Copies of the following documents may be inspected at the offices of the Lead Issuing House, UBA House, Marina, Lagos during normal business hours on any week day (except public holidays), during the offer period.

(a) Certified true copy of the Imo State Bonds Law No.6 of 2008. (b) The resolution of the Imo State Executive Council dated 30th May 2008 authorising the Programme (c) The 9th June 2009 State Government’s gazette confirming the instrument authorising the Programme (d) The Irrevocable Standing Payment Order from the Imo State Accountant-General dated 18 December 2008 authorising the Accountant-General of the Federation to deduct the principal and interest obligations of the Bond directly from the State’s statutory allocation effective January 2009 (e) The Trust Deed between the Imo State Government and UBA Trustees Limited dated June 2009 (f) The Audited Financial Statements of Imo State for each of the five years ended 31st December 2003, 2004, 2005, 2006 and 2007 and the 6 month period ended 30th June 2008 (g) The Report by Akintola Williams Deloitte on the audited Financial Statements of Imo State for the five years ended 31st December 2003, 2004, 2005, 2006 and 2007 and the 6 month period ended 30th June 2008 (h) The Report of Akintola Williams Deloitte on the Revenue and Expenditure Projections of Imo State for each of the years ending 31 December 2008, 2009, 2010, 2011, 2012, 2013 and 2014 (i) The material contracts referred to above (j) The written consents of the professional parties to the Issue (k) The Rating Report of Agusto & Co, the Rating Agency

23 INFORMATION ON IMO STATE

Imo State was created on 3rd February 1976 out of the then East Central State. In 1991, part of it was carved out into and again in 1996 to create Ebonyi State. The State has a landmass of 5,289.49 square kilometres and is bordered by Abia State to the east, the River Niger and Delta State to the west, to the north and to the South.

Imo State is one of the five states that make up South-East geo-political zone. Imo State is centrally located in the nine states that once formed the Eastern Region of Nigeria with its capital, Owerri, equidistant from the major cities of these nine states. It is this feature that earned the state the nickname, “Eastern Heartland”.

The state which derives its name from the Imo River, is endowed with a rich history of culture and tradition. The State is endowed with natural resources, and a rich cultural heritage. Imo state continues to be an attractive investment destination not only for agricultural, crude oil and manufacturing concerns but also telecommunications, electricity generation and distribution and natural gas exploration.

Governance and Administrative Structure Imo State is governed by the State and Local Government councils. The state revolves around the Executive, the Legislature and the Judiciary. Imo is governed by the Executive Council with the State Executive Governor as its Chairman. The Executive Council is made up of the Executive Governor, the Deputy Governor, the Honourable Commissioners of the various Ministries, the Secretary to the State Government and the Head of the State Civil Service.

Each ministry has a number of parastatals and is headed by a Commissioner, through whom all matters relating to the ministry and parastatals are taken to the executive council. The Legislative arm comprises twenty-seven members elected on electoral party platforms, with a speaker elected from amongst the legislators. The speakers seat in the State House of Assembly which among other functions makes laws for the State headed by a Chairman.

The Judiciary is an independent arm of the Imo State Government comprised of the High Court of Justice and the Customary Court of Appeal. The High Court and Magistrate Courts are headed by judges and magistrates respectively; while the Customary Court of Appeal is headed by a President and five Honourable judges. The Customary Court of Appeal deals with issues relating to customary law.

People, Population and Land Use The official language of Nigeria is English, the local language, Igbo, is also widely spoken in Imo State and throughout the eastern part of Nigeria. The indigenous Igbo tribe is predominately Christian, however, a minority practice Islam and various native African religions.

Imo State is predominately rural, with a land mass of 5,289.48 square kilometres and a population exceeding 3.9 million people (2006 National Population Census). The population density, ranging from 230 to 1,400 persons per square kilometre is one of the highest in the country. This has led to severe pressure on the land and natural resources leading to increasing rural poverty. Short fallow periods or year-round cropping is the norm and has lead to low crop yield, land erosion and increased migration to other parts of the country.

Demography and Climate Imo State is underlain by the Benin Formation of coastal plain sands. This formation is deep, porous, infertile and highly leached. In some areas, there are impermeable layers of clay near the surface while others consist of lateritic material under a superficial layer of fine grained sand.

Rivers are few with vast interfluves characterized by dry valleys that carry surface drainage in periods of high rainfall. Generally, river valleys constitute the major physical features which are often marshy. The main rivers in the state are Imo, Otamiri, and Ulasi, all of which have few tributaries.

Economically viable trees such as bamboo, gmelina, iroko, mahogany, obeche, oil palm and rubber are present in the state. However, due to high population density and rising demand for wood fuel, most of the state has been excessively farmed and degraded, resulting in the disappearance of vegetation and acute soil erosion.

24 As with the rest of the country, Imo state generally experiences 2 seasons- the rainy season and the dry season. The dry season occurs from November to March with Harmattan taking place between late December and late February. The rainy seasons occurs between late March and October with a two week break in August. The average humidity in the state is about 75 percent rising to approximately 90 percent during the rainy season.

Industry and Natural Resources Imo state is endowed with an abundance of natural resources. These include: crude oil, natural gas, lead, zinc, white clay, fine sand, limestone gypsum, and salt. There are a total of 11,607 industrial and business establishments serving the major industries in the state. The major sectors are: – Manufacturing, – Building and Construction, – Agriculture, – Mining and Quarrying – Water, – Gas and Electricity.

The State, which is the 6th largest producer in the country, has large oil & gas reserves which have not been fully exploited. There are currently 163 oil wells in 12 locations across the state with more being drilled (Source: Imo State of Nigeria Website, Dec 2008). At present, the energy companies have not been able to cope with the required pace. As such, several opportunities abound, for example: – Crude oil prospecting, exploration and production, – Oil Refineries, – Petrochemical Industry, – Mid-stream Gas Plants, – Investments in Independent Power Plants for utilization of associated and non-associated gas.

Tourism Imo State has all the potential to become one of the country’s major tourism destinations. The state presently plays host to local and foreign visitors for both business and pleasure. If properly utilized, these opportunities will help transform the state from a mere ‘civil service’ state to an industrialised and commercial state.

Government Initiatives Faced with several challenges, such as infrastructure decay, unemployment and poor economic performance, Governor Ohakim put together a 164-man multi-partisan transition committee from varying social, economic interest groups to come up with a 14-point development agenda called “The Policy Thrust of the New Face of Imo State”. Among other things, the agenda covered the following areas:

Clean City Initiative The first point addressed under the agenda was the Clean City Initiative (coined, “Clean and Green Initiative”). This was tackled first because the state government realised that “the New Face of Imo Paradigm” could only be realised in a properly sanitised environment.

Under the Clean and Green scheme, the following have commenced:  Restoration of the Owerri master plan  Restoration of the monthly clean-up exercise  Removal of abandoned vehicles  Demolition of illegal structures/ shanty towns  Demolition of illegal billboards Installation of mobile toilets in Owerri metropolis  Massive clean-up and landscaping of the environment  Clearing of the drainage system

As a result of the Clean and Green initiative, the state capital has grown to become one of the cleanest cities in Nigeria.

Tourism The State has all the potential of becoming one of the country’s major tourist destinations. This untapped sector could boost the resource base of the state while creating much needed jobs. Several projects are

25 currently underway throughout the state, the most ambitious being the Imo Wonder Lake Resort and Conference Centre, Oguta (aka Wonder Lake Resort). The N60 billion tourism and entertainment investments will sit at the site of the Oguta Lake and Golf Resort.

The Wonder Lake Resort is a public-private-partnership aimed at attracting domestic and international tourists. Among others things, the resort will comprise of hotels, golf courses, condominiums, stadia, private homes, conference centres, and amusement/water parks. The resort is estimated to create 20,000 new jobs and generate annual revenues exceeding US$ 200m.

Infrastructure The Imo State government has undertaken the arduous task of rehabilitating and constructing the state road network. To date, more than N30bn worth of road contracts has been awarded, all roads approaching Owerri have been dualized and street lights reactivated statewide. Two ring roads around Owerri have been proposed and 33 more roads are currently under construction.

The Imo Rural Roads and Maintenance Agency (IROMA) is soon to be launched. IROMA is mandated to coordinate the development and rehabilitation of rural roads. The fourth quarter of 2008 is to be used effectively to build many rural roads.

The Imo State Transport Service (IMTS) was launched in December 2007. The service comprises of 50 taxis, 20 purpose built buses, 150 mini buses and 50 airport taxis. The fleet of IMTS is still growing on as need basis. As a measure of phasing out commercial motorcycle (‘okada’) riders in the state capital, the government has signed an MOU with a local bank to grow the fleet of IMTS and manage commuter transportation in a civilised manner.

The International Cargo Airport (SMICA) is undergoing a massive overhaul. As was the original intention for the airport, it is being developed into an international cargo hub.

Public Utilities During the first year in office, the state government rehabilitated 33 electricity projects, 88 water schemes in partnership with donor agencies, an effort that has successfully connected many communities to the national grid. The 88 water schemes consists of 34 solar powered units and 54 units powered with giant electricity generators. The abandoned Regional water scheme which was started under the Mbakwe administration (Oct 1979 – Dec 1983), has been rehabilitated under a partnership between the state and federal governments. The project was commissioned on 21st January 2008 by the President.

Employment Imo state is the first state to launch a Job Centre in Nigeria. The job centre has focused on building a reliable database for unemployed graduates of Imo origin. In so doing, the state has been able to place skilled workers with suitable employers. Since establishment, over 5000 applicants have gained employment.

Education The first Imo State Education Forum was held in 2007. The aim of the forum was to discuss methods of uplifting the state’s education standards. Since then,  Forty modern classrooms blocks have been completed  Thirty-three model classroom blocks for adult and non-formal education have been constructed, in addition to 100 classroom blocks completed within 100 days in office of the present administration.  The Michael Okpara College of Agriculture has been upgraded to a full Polytechnic.  Eighty percent of the classroom blocks at Okigwe National Grammar School have been completed. A N500m grant has been disbursed to tertiary institutions for infrastructure upgrades.

The state government aims to renovate all schools, encourage research in educational institutions, provide computer laboratories in all schools and attain 100% literacy in the state.

Health Care Delivery The state government has taken steps towards addressing the problem of health care delivery, particularly at the primary level - Cancer screening and laproscopy equipment have been installed at the Imo State 26 University College of Medicine; seven emergency obstetrics centres have been completed with assistance from the World Bank and Over 20 groups of expatriate medics have been provided logistics to offer free medical services.

Security The security programme, code name “Operation Festival” has been set up. Unlike previous programmes, the operational vehicles are equipped with communication devices that are connected in a common network. This allows for quicker response times. The success of this programme is evidenced by the near zero crime incidence during the Christmas period of 2007.

State Directory

Imo State is divided into twenty-seven (27) local government areas namely:

Aboh Ihitte Uboma Isu Njaba Oguta Ohaji/Egbema Okigwe Orlu

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Brief Profile of the Executive Council Members

The Imo State Executive Council is headed by His Excellency, Chief Ikedi G. Ohakim. The profiles of the Executive Council Members are as stated below:

His Excellency, Chief Ikedi G. Ohakim, Executive Governor Chief Ohakim’s career spans both the public and private sectors. In the public sector, he served as the Imo State Commissioner for Commerce, Industry and Tourism between 1992 and 1993 and also as a member of the Imo State Executive Council where he was instrumental to the designing of the state’s Industrial Development blue print and organising the first Imo State Investment Forum in 1992. Chief Ohakim was the MD/CEO of ALCAN Group and Concert services in 1997 and he was the Chairman of Mekahog Group, an integrated engineering firm that supplies products and services for defence, security, construction, fabrication and oil and gas companies. Prior to Mekahog Group, Chief Ohakim had 15 years experience in engineering and manufacturing. He is widely recognised as an expert in Government Policy, Market Strategy, and Corporate Turnaround and Re-engineering. Chief Ohakim holds Bachelor of Science Degree in Marketing (1982) and Masters Degree in Marketing (1987) both from the University of Lagos.

Her Excellency, Dr. (Mrs) Ada Okwuonu, Deputy Governor Prior to her election as the Deputy Governor, Dr. Okwuonu worked as a Catering Officer and Senior Dietician at St James Hospital, Leeds, UK. During her career, she has been a lecturer in Home Economics and Hotel Management, Lusaka, Zambia and Johnson & Johnson Nig Limited where she was a woman educator in charge of former Southern Region of Nigeria. Dr. Ada Okwuonu’s proclivity to intellectualism and excellence propelled her to the United Kingdom from where she obtained her first degree in Hotel Catering and Institutional Management in 1972. Her unbridled quest for knowledge and intellectualism catalyzed her to obtain her Masters Degree in International Hotel Management and Tourism in 1989 and Doctor of Philosophy (PHD) in Business Administration in 1996.

Mr Cosmas Iwu, Secretary to the State Government Mr Iwu has had a career principally in the public sector where he has served as the Executive Assistant to the (2001-2005) and the Sole Administrator of Ehime Mbano Local Government Area (2001-2005). Also during this time, he was also the secretary of the School of Engineering, (2001-2005) and Executive Assistant, Assembly Liaison to the state governor (2005-2007). Mr Iwu has a Bachelor of Science degree in Geology & Physics (1990) from the University of Nigeria, Nsukka and Post Graduate diploma in Environmental Management and Agricultural Development (1997) from the Imperial College, London.

Engr. George Irechuchwu, Honourable Commissioner for Finance Engr Irechukwu is a Chartered Accountant with over 18 years of accounting, banking and finance experience. He initially joined the present administration of Imo State government as a Special Adviser to the Governor on Budget and Planning in August 2007. In November of the same year, he was appointed as Honourable Commissioner of Works, Housing and Transport but was three months later re-appointed as the Honourable Commissioner of Finance. Engr Irechukwu started his career with Pricewaterhousecoopers in 1986 where he rose to become a Senior Auditor by the time he left in 1989. Since then, Engr Irechukwu has been an Executive Director at Société Generale Bank (2001), Managing Director of Savanah Bank (2001) and Deputy Managing Director of Reliance Bank (2002). Engr Irechukwu holds a BSc (First Class Hons 1984) in Civil Engineering from the Obafemi Awolowo University (formerly University of Ife).

Chief Longinus Nzenwata Anyanwu, Honourable Commissioner for Agriculture Prior to his appointment as Commissioner for Agriculture, Chief Anyanwu worked as a Programme Officer, NYSC Primary Assignment (1988-1989), Political Correspondent, Concord Newspapers, Jos, (1989-1990), Marketing Officer then Regional Manager for Cybele Cosmetics (1991-1996) and in 1998-2001 he was National Sales Manager for Cybele Cosmetics. In 2001, Chief Anyanwu was appointed Managing Director/CEO of Cypress Hotel Services Limited, a post he held till 2003. In 2004, he became the Managing Director for All Seasons Hotel Owerri till 2006. He served as a Special Assistant to the Honourable Commissioner – Ministry of Commerce and Industry, Imo State (1996), he also served as Special Advisor/Liaison to the President of the Senate, Federal Republic of Nigeria (2001-2002), Member of Imo State Transition Committee (2007). He holds a Bachelor’s degree (1987) and a Master of Public Administration (MPA) degree (2000) both from the University of Calabar.

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Dr. Aloysius Aguwa, Honourable Commissioner for Petroleum and Environment Dr Aguwa has directed numerous environmental projects in the United States – Staff Engineer, Pre Engineering (1984-1986), Chicago Illinois, Senior Engineer (1986-1991), General Motors Corporation, Warren Michigan USA, Principal Engineer, Mclaren – Hart Engineering, Southfield Michigan USA. He has also advised Corporates and Governments on the resolution of a variety of environmental issues. Prior to his appointment, Dr Aguwa was the chief consultant and co-owner of Chemical and Environmental Engineering Limited a post he has held from 1991 to date. In this capacity, he managed environmental impact assessment studies and audits. Dr Aguwa holds a Bachelor of Science degree in Chemical Engineering (1979) and Master of Science degree in Engineering (1981) both from Howard University, USA. He obtained his Doctor of Philosophy (Ph.D) degree in Environmental Engineering from the Illinois Institute of Technology in 1984.

Dr. Vincent Udokwu, Honourable Commissioner for Health Dr. Udokwu has had a career spanning 2 decades during which he has worked as a Junior Research Officer - Fisheries Department (1980), Lake Chad Research Institute , General Hospital Owerri, Rural Medical Practice in Ngor/Okpala Local Government Area (1985-1986). Medical Officer, Umuowa Cottage Hospital (1986-1990), Medical Director, Jude Udokwu memorial Hospital, Umueze (1990-1999). Prior to his appointment as Commissioner for Health, he held the offices of the Executive Assistant for administration and the Chief of Staff to the Executive Governor of Imo State from 2001 to 2007. He was also Executive Assistant to the Executive Governor of Imo State on Administrative matters in 1999. He holds a Bachelor of Science degree in Zoology (1980) from the University of Nigeria, Nsukka and a medical degree (1985) from the University of Nigeria, Enugu.

Barrister Ken C. O. Njemanze, SAN, Attorney-General and Honourable Commissioner for Justice Prior to his appointment, Barr Njamanze was a partner in the law firm, Messrs Njemanze & Njemanze (1985-2003). He was the Chairman of the Nigerian Bar Association, Owerri Branch from 2003 to 2005. Barr Njemanze was called to the Nigerian Bar in 1984 and holds a LLB (1983) from the University of Lagos.

Barr Ralph Nwosu, Honourable Commissioner for Works, Housing and Transport Barr Nwosu was initially appointed to the present Imo state administration as the Honourable Commissioner of Public Utilities and Rural Development. He was later appointed as the Honourable Commissioner for Works, Housing and Transport in February 2008. Prior to this, he practiced law in a private capacity for 19 years. Barr Nwosu holds an LLB from the University of Benin (1987), and LLM from the University of Lagos (1993). He was called to the Nigerian Bar in 1988.

Chief Chinwe Chukwu, Honourable Commissioner for Works, Housing and Transport Chief (Mrs.) Chinwe Chukwu has served both in the public and private sector. In private sector, she worked for African Investment and Development Co. Ltd (2006-2007), Ozichi Nigeria Ltd (1990-1997), Children School and Families-Hertfordshire County Council, England (2001-2006), Imperial Drive Rayners Lane, Harrow, England. She also worked in Charity Organization (Afro-Caribbean Project, 2000) and many other firms. In public service, she served on many different levels and positions in Imo State, such as Commissioner of Education (2007 to date), Administrative officer Ministry of Education and Local Government. Mrs. Chukwu has Political and leadership experiences through holding different positions in the state etc. She holds M. A In Applied Social Studies and Diploma In Social Work - Hertfordshire, England, (2001), M.Sc. Technology and Rural Development – University, Nigeria (1998), Postgraduate Diploma in Public Administration – University of Benin, Nigeria (1990), B. A (Hons) English/Literature – IMSU, Nigeria (1985).

Chief Tony Uzoukwu, KSM, Honourable Commissioner for Youth and Sports. Mr. Uzoukwu holds a Master of Science in Industrial and Organisation Psychology (in view), B.Sc with honors degree in Psychology (2000). He has served in public and private sectors. He worked for Modern Ceramic Industries Ltd (1984-1988), TONIVEE Farms Ltd and Kizu Inds and Agro Allied Products Ltd (1988-2004). He served at the local government level in many positions between 2004 and 2008 including serving as Special Adviser to the Executive Governor of Imo State on Inter Party Relations. He was also Legal Assistant to His Excellency Chief Ksc during this period.

29

Dr. (Mrs.) Ngozi E. Anyikwa, Honourable Commissioner for Planning and Economic Development. Dr (Mrs.) N. E. Anyikwa holds a doctorate degree in Philosophy in Guidance and Counselling from Nnamdi Azikiwe University, Awka (2006). She obtained her Master from University of Port-Harcourt (1989) and her B.A in Education from University of Nsukka (1986). Dr (Mrs.) N. E. Anyikwa has served in both public and private sectors. She lectured at Anambra State University of Science and Technology, Enugu (1989-1992), and Nnamdi Azikiwe University, Awka (1992 – to date). She is currently serving on the Transition Committee: Ideato North local Government council, Imo State, Nigeria (2008 – 2009). Mrs. Anyikwa authored books such as Role of Principals, Teachers, Students, Parents and Communities in the Effective Organisation and Administration of Guidance and Counselling in N.N Okoye and A.U Okoye (Eds) Organization and Administration of Guidance and Counselling Services in Schools. She has published many articles on Counselling and Career Guidance.

Dr. Amanze Obi, Honourable Commission for Information and Strategy. Dr Amanze is a graduate - University of Lagos where he obtained a B.A. (Hons) English (1988), M.A. and Ph.D in English (1990). He has served in many sectors of our country. He worked with different magazines and Newspapers firms where he served in different positions from Reader/Writer, Deputy Editor, Editor, to Chairman Editorial board (1990-2009). He has done several Publications etc. Shuttle, and Seminar/Conference papers in relation to language and Culture. Dr. Amanze has won many prizes (Best performance in a single subject, Department of English) and Awards (Best graduating student department of English).

Chief (Dr.) Geff Ojinika, Honourable Commissioner for Commerce and Industry. Dr. Ojinika holds a doctorate in Optometry from Uturu, Abia State (1988). He has served in public and private sectors. In private sector, he worked in many different firms such as Guinness Eye Hospital (1988-1989), Nigeria Optometry Association (1990-1991) and Abia State University from 1988-1996. In public service, he served on many different levels and positions in Imo State, such as Chairman Imo State House Committee on Health (1999-2001) and in the same respect Chairman Public Petition/Anti-Corruption (1999-2001). He also served as a member of the on Health, Appropriation, Banking and Currency, Public Account, Gas and Oil and member of the National Assembly Committee on the Review of 1999 Constitution (2003-2007). He won a lot of awards, Justice of peace, Fellow NOA, Ambassador AOA.

Chief Chuma Nnaji, Honourable Commissioner for Culture and Tourism Prior to his appointment, Hon. Nnaji occupied several public offices including the Deputy Speaker of the House of Assembly and Commissioner for Information and Strategy. His career has gained him experience in various industries including banking, journalism and marketing. Hon. Nnaji holds a Bachelor’s degree in Marketing Communication (1985) and a Diploma in Advertising and Public Relations, both from the University of Lagos, International Marketing and Banking, Institute of International Marketing, Boston College, Massachusetts USA (1992).

Levi Oguike, FNIQS, FRICS, Honourable Commissioner for Lands, Survey and Urban Planning Mr Oguike has served both in public and private sectors. As a public sector member, he was a member of House of Representatives, National Assembly from 1999-2003 where he held various positions. Before then, he served in the private sector from 1987-1999 where he was a founder and Principal Partner/Consultant of Messrs Levi Oguike Partnership a Chartered Quantity Surveyors and Project Management Consultants. He was a member of Governing Board, Commonwealth Human Ecology – Nigeria (CHEC Nigeria) for Environmental Issues and Solution. Mr Oguike has won many awards. He obtained his undergraduate and post graduate from College of Estate Management Whiteknights, Reading, UK (1978-1984).

Barr. Kezie Ogaziechi, Honourable Commissioner for Local Government and Chieftaincy Affairs Barr Ogaziechi has served in both public and private sector. In the private sector, he served in several firms such as Sketch Publishing Co. Ltd Ibadan (1982-83), Concord Press of Nigeria Ltd Lagos (1983-89), Eastern Voice (1989-91) and he founded Kezie Ogaziechi and Associates (1982- 2007). In the public sector, he was Executive Assistant to the Governor, Imo State Local Government/Chieftaincy Affairs (2007). He served from the same year to Jan. 2009 as a Special Adviser to the Governor, Imo State Local Government/Chieftaincy Affairs. Barr. Ogaziechi gained a Bachelors of Science degree from University of Nigeria, Nsukka (1988), a Law degree (LLB) from the University (2001) and was called to bar in the same year. He is a member of many different clubs and professional bodies.

30

Prof. Jude Njoku, Honourable Commissioner for Education Up until his appointment, Prof Njoku was the Vice-Chancellor of the Federal University of Technology, Owerri. He has had a distinguished career in education spanning 3 decades. Prof. Njoku holds a Bachelor of Science (1976) and Master of Science (1981) degree in Agricultural Economics (from the University of Nigeria, Nsukka and Ahmadu Bello University respectively. Prof. Njoku obtained his Doctor of Philosophy (Ph.D) degree in Agricultural Economics from the University of Nigeria, Nsukka in 1989.

Mrs. Anagam Ononuju, Honourable Commissioner for Women Affairs and Social Development Mrs. Onuonuju has worked for both in the public and private sectors. In the private sector, she worked for Nigerian Consulate General, New York USA (1975-1976), News Agency of Nigeria (1980-1981), Prime time Publishing Company London-UK (1982-1984), Asha Magazine London-UK (1984-1987), Department of Employment, London-UK (1988-1990), Imo Newspapers Limited, Owerri (1993-2001). In the public sector, she worked for Nigerian film Corporation - Federal Ministry of Information and as an Executive Assistance to the Governor Imo State on Women Mobilization. She has a Diploma in Business Administration and a B.A in Communication (1975-1976), New York Business School, and a B.A in Communication (1976-1979), State University of New York. Mrs. Onuonuju attended a Hospital Management Course given by the Harringay Health Authority London from 1985 to 1987.

Dr. (Mrs.) A. M. A. Ndugbu, OON, Head of Service Dr. (Mrs.) A. M. A. Ndugbu holds a PHD in Economics from University of Ibadan (1986), Ibadan Nigeria, LLB (2002), BL – Imo State University, Owerri Nigeria (2003), M.A In Economics – New York University, New York (1979), BSc. Statistics – University of Nigeria NSUKKA (1974). She is a member of the Nigeria Economic Society, the Nigeria Bar Association and the Nigeria Statistical Association. She has served both in the public and private sectors. In public service, she served as Permanent Secretary for Budget and Planning Commission, Economic Affairs Bureau, Political Affairs Bureau, Ministry of Information, Youth and Sports, Ministry of Public Utilities and Rural Development, Ministry of Agriculture and Natural Resources, Ministry of Commerce Industry and Tourism and also in the Ministry of Establishment and Pension.

31

USE OF PROCEEDS

The net proceeds from the issuance of Series 1 Bond will be used as part financing for the following Developmental Projects:

 N12,500,000,000.00 for phase one of the Imo Wonder Lake Resort and Conference Center, Oguta. A two hundred hectare tourism and entertainment investment facility  Phase 1 of the sustainable rehabilitation of thirty seven semi-urban water supply scheme with a total cost of N1,302,100,000.00  N3,772,900,000.00 to part-finance the construction and rehabilitation of sixteen state roads with a total cost of N10,246,467,338.33.

Imo Wonder Lake Resort and Conference Centre, Oguta

The Imo State government is keen on developing its tourism sector. After assessing the tourism potential, one of several sites identified for immediate development is the current Oguta Lake and Golf Course. The site which is the second largest freshwater lake in Nigeria, was established by the Colonial administration as their exclusive “get away” location. During the /Nigeria civil war, the lake served as a marine base for the Biafran Navy where they built the historical Ojukwu Bunker. In 1977, the then Military Administration of Imo State commissioned the 60-room motel with a view to establishing the resort as a tourist destination. Consequently, regular social and sporting events, including an annual golf tournament were staged at the resort. However, the full potential of the resort is yet to be realised. The present Executive Governor has established the Imo Wonder Lake Resort and Conference Centre Development Corporation (IWRCDC). The IWRCDC is a separate and independent government agency responsible for the renovation and management of the current Oguta Lake Motel Resort and Golf Course and the development and management of the planned world class entertainment centre, the Imo Wonder Lake Resort and Conference Centre.

The new Imo wonder Lake will have a land mass of about 200 hectares, more than six times the size of Oguta Lake and Golf Course. The tourism and entertainment investment facility comprises of the following:

-Resort Hotels -Museum and Performing Arts Centre -Golf course and clubhouse -Urban and Industrial Parks -Amusement Park Casino -Banks -Lighted street with security cameras -Water Park -Fishing Village -Authentic restaurants -Movie production village and studios -Medical/eye/dental clinics -Sandy Beaches -Marina and Yatch/Boat club -Stadium and sports complex Fire Stations -Shopping mall with cinemas -Petrol Stations/ Vehicle maintenance shops -Helipad and Airstrip -Secure apartments and family homes -Telecommunications systems -Business/office complex -Independent environmentally-friendly power plant (IEPP)

The implementation has been broken down into three phases: Phrase One Renovation/Upgrade Oguta Lake Motel to a 100-room 4-star hotel Renovate existing Golf Clubhouse, 18 hole golf course and tennis courts Build Theme/Amusement and Water Parks Build Car Park Construct Sandy beaches Purchase a 700-5,000 KVA generator for round-the-click power supply

Phase Two Build stadium/sport complex Build a shopping mall with cinema theatres and retail shops Expand theme/amusement park Construct a fishing village

32 Build museum and Performing Arts Centre Construct a Marina with Docking areas for boats Construct a helipad Build a 5-star 300-room hotel and conference

Phase Three Construct office buildings Construct apartments, condos and villas Construct single-family homes, vacation homes and time share units. Build commercial warehouses and storage facilities Build another 5-star hotel with casino

Based on site analysis and development requirements, the expected Initial investment Capital is projected as $630 million (approximately N88 billion, based on an exchange rate of N140:$1). The three inaugural phases of Stage One will require an investment capital of at least $312 million (about N 43 billion, based on an exchange rate of N140:$1) for constructing the 5-star hotel and conference centre, theme/amusement and water parks , car park, and helipad, upgrading the existing Oguta Lake Motel, Golf Course and Club House and purchasing/installing a 700-5,000 KVA generator.

Sustainable Rehabilitation of Thirty-Seven Semi-urban Water Supply Schemes (Phase 1)

Target Population: 726,000 people Total Project Cost: N1,302,100,000.00 Budget Provision (2008): N300,000,000.00 Additional Funds Required: N1,002,100,000.00 Project Duration: 12 months

Successive governments in the state have embarked on construction of water supply facilities in semi-urban towns and rural communities. However, most of the water supply infrastructure today litters the state abandoned at different stages of disrepair. The present Imo State government considers the rehabilitation of the abandoned water schemes a top priority. As such, the State government has identified 37 such facilities for the first phase of the programme. This phase is the first of a three phase rehabilitation programmes that will end in 2011. Once rehabilitated in a sustainable way, these water schemes will provide access to safe drinking water to more than half a million people.

Preliminary reports from a state sponsored survey indicate that in spite of the existence of more than 200 semi-urban and rural water supply facilities in the State, less than 40% is accessible to the intended population.

The State government is currently empowering the various water agencies through capacity building and institutionalization of other stakeholders. As such, the following have commenced:  Contracts for the comprehensive rehabilitation of 5 drilling rigs, 3 air compressors have been awarded with a completion timeline of two months.  Procurement of other water development equipment  Employment of engineers and geologists  Training programmes for professionals in the State Water Agency  State and Local Government Area Level Water Supply and Sanitation Monitoring Committees established to ensure effective service delivery

The state government requires a total sum of N1,302,100,000.00 this year (breakdown below) in order to completely rehabilitate the selected water schemes.

33

Project Location/ Local Target Timeline Governemtn Project Area Project Cost (N) Population (months) 1 Agwa Water Scheme Oguta 31,100,000.00 45,000 12 2 Water Scheme Oru West 51,950,000.00 55,000 24 3 Eziawo II/Isieke Water Scheme Oru East 28,700,000.00 16,000 12 4 Ubachima Water Scheme Oru East 20,300,000.00 19,500 12 5 Amaraku Water Scheme Isiala Mbano 37,200,000.00 15,000 12 6 Umuelemai Water Scheme Isiala Mbano 31,950,000.00 32,000 12 7 Achingali Water Scheme Obowo 35,950,000.00 25,000 12 8 Osuama Water Scheme Isiala Mbano 46,000,000.00 33,000 18 9 Atta Water Scheme Ikeduru 27,550,000.00 24,000 12 10 Awo-Idemili Water Scheme Orsu 38,050,000.00 35,000 12 11 Water Scheme Ideato North 38,950,000.00 25,000 12 12 Osina Water Scheme Ideato North 44,150,000.00 20,000 24 13 Aguneze Water Scheme Ahiazu 38,200,000.00 35,000 18 14 Avutu Water Scheme Obowo 36,700,000.00 28,000 24 15 Nsu Water Scheme Ehime 34,350,000.00 27,000 12 16 Umuihi Water Scheme Ihitte Uboma 40,000,000.00 28,000 12 17 Owere-Ebeiri Water Scheme Orlu 96,850,000.00 53,000 24 18 Enyiogwugwu Water Scheme Aboh 36,600,000.00 26,000 12 19 Umunachi-Obowo Water Scheme Obowo 23,400,000.00 12,000 12 20 Ubulu Water Scheme Oru West 46,200,000.00 15,000 12 21 Umuezegwu Water Scheme Ihitte Uboma 44,300,000.00 18,000 18 22 Water Scheme Ihitte Uboma 43,200,000.00 10,000 18 23 Amaumara Water Scheme Ezinihitte 43,000,000.00 35,000 18 24 Ezeagbogu Water Scheme Ahiazu 18,100,000.00 8,000 12 25 Ife Water Scheme Ezinihitte 42,600,000.00 12,000 12 26 Umuowa Water Scheme Ngor Okpalla 25,150,000.00 8,500 12 27 Owu Water Scheme Ikeduru 17,950,000.00 9,000 12 28 Atta Njabe Water Scheme Njaba 25,250,000.00 13,000 12 29 Uzoagba Water Scheme Ikeduru 20,600,000.00 17,000 12 30 Water Scheme Ikeduru 24,000,000.00 22,000 12 31 Water Scheme ideato South 37,950,000.00 27,000 12 32 Water Scheme Mbaitoli 31,200,000.00 15,000 12 33 Mpam Water Scheme Ahiazu 23,150,000.00 25,000 12 34 Amiri Water Scheme Oru East 51,350,000.00 25,000 24 35 Watter Scheme Oru East 22,200,000.00 10,000 12 36 Egbama Water Scheme Egbema 28,550,000.00 42,000 12 37 Ibene Water Scheme Isiala Mbano 19,400,000.00 12,000 12 Total 1,302,100,000.00

34 Construction/Rehabilitation of Sixteen State Roads As with the rest of the country, most of the roads in Imo State are in a state of disrepair and in dire need of attention. As a result, the state government has embarked on massive rehabilitation and construction of the road network, linking the rural areas to the urban in order to improve the flow of traffic and goods through out the state. As part of the scheme, the government has earmarked the following roads for immediate attention:

Project Length (Km) Cost (N) 1 Osina Road 18.0 905,642,753.40 2 Shoe Industry-Amulu -Old Egbeada Amuburu Road 14.8 1,099,519,575.00 3 Dualisation of Approach Roads into Owerri a From Orlu into Owerri 3.8 425,356,920.91 b From Okigwe into Owerri 6.5 828,106,884.99 c From into Owerri 2.8 514,273,865.70

3,772,900,000.00

4 Umuelemai-Agbaja-Umukabia-Eke Umuodu Road with Loop from Umuezeala Umukabia-Ngboroko Road 18.0 1,465,493,429.40 5 -Ezike-Umuduru Road 7.4 465,745,156.80 Ezihe (Umuzoho)-Umunuma-Umunchi- Orieama with spur from Umunama-Akputara- 6 Umunchi Road 5.0 378,528,381.00 Umuezei-Umuihe-Umueleke-Aba Branch (Ehime Mbano) with loop from Umueleke- 7 Umurlr II 11.7 698,462,018.10 Dikenafai-Isiekenesi-Umuago-Umubom- 8 Obioha-Ogboko-Umuisiaku-Nkwerre Road 9.1 461,384,368.83 Obioha-Afor-urualla-Obodoukwu-Afor 9 Isiokpo-Eke Akwu Road 13.3 699,468,000.00 10 Nsu-Umuezegwu-Odekume Road 6.5 305,586,954.75 Amuro-Aro-Ofeimo-Nkwo Father- 11 Akunwanta-Eke Agbobu Roas 10.0 473,594,510.10 12 Umunama-Akpodim-Owutu-Ife Road 8.2 665,452,892.00 Umuneke-Umueme-Umendoch-Obike- 13 Ndashi Road 11.0 436,075,135.65 14 Internal Roads in Area "S" in Umuguma Housing Estate 5.4 423,776,491.70 6,473,567,338.33

Grand Total 10,246,467,338.33

NOTE: Roads no. 1 – 3 (a), (b), and (c) above shall be funded from the proceeds of Series 1 Bond.

35 FIVE YEAR FINANCIAL INFORMATION

Reporting Accountant’s Report

The following is a copy of the report of Akintola Williams Deloitte (Chartered Accountants), Reporting Accountants to the Offer:

18 June 2009

The Executive Council Imo State Government of Nigeria Owerri Imo State

The Directors The Directors UBA Capital (Africa) Limited and BGL Securities Limited 6th Floor, UBA House 12A, Catholic Mission Street 57 Marina Lagos Island Lagos Lagos

The Directors The Directors Stanbic IBTC Bank PLC and FutureView Financial Services Limited I.B.T.C. Place 161D Aufu Taylor Street Walter Carrington Crescent Off Idejo Street Victoria Island Victoria Island Lagos Lagos

Gentlemen

We have examined the audited financial statements of Imo State Government of Nigeria (" the State" or "IMSG") for the five years and six months ended 30 June 2008. The financial statements were prepared on cash basis. The Auditor-General of the State carried out the audit in respect of the accounting periods under review. No audited financial statements of the State have been made up in respect of any period subsequent to 30 June 2008.

The accompanying financial information is based on the audited financial statements of the State after making such adjustments as we considered appropriate. The principal adjustments are stated in Note 6.12 of the financial information.

We were unable to obtain all the necessary information and explanation to form an opinion on investments, foreign loans, consolidated revenue fund and capital development fund with balances of N55.95 billion, N3.11 billion, N9.57 billion and N45.30 billion respectively as at 30 June 2008 as well as cash & bank balances in 2003, 2004, 2005 and 2006 financial years.

Except for the effect of such adjustment, if any, as might have been determined to be necessary had we been able to review the documentations on the above stated accounts, in our opinion, the financial statements give a true and fair view of the assets and liabilities, revenue and expenditure and the cash flows of Imo State Government of Nigeria for the five years and six months ended 30 June 2008.

Yours faithfully

(Chartered Accountants) Reporting Accountants

36

1 . STATEMENT OF ACCOUNTING POLICIES

The significant accounting policies adopted by Imo State Government of Nigeria are as follows:

(i) Basis of accounting

The financial statements were prepared under the historical cost convention on cash basis.

(ii) Investments

Investment in shares are held under the Ministry of Finance Incorporated (MOFI) and are stated at cost.

(iii) Revenue

The revenue of the State consists of the following: * Statutory allocation * Internally generated revenue (IGR) * Capital receipts.

(iv) Expenditure

The State's expenditure comprises: * Recurrent expenditure * Capital expenditure.

(v) Capital costs

These are recognised in the year of occurrence only.

(vi) Assets and liabilities

Assets and liabilities are stated at their net book value.

(vii) Foreign currencies

Transactions in foreign currencies are translated to Naira at the rates of exchange ruling at the dates of the transaction. Foreign currency balances are converted to Naira at the rates of exchange ruling at the statement of assets and liabilities date, and no profit or loss arising from the conversion has been recognised.

37 2 . STATEMENT OF ASSETS AND LIABILITIES

As at 30-Jun <------As at 31 December ------> 2008 2007 2006 2005 2004 2003 Notes N'000 N'000 N'000 N'000 N'000 N'000

ASSETS:

Cash & bank balances 6.1 10,745,551 3,781,917 2,532,034 699,719 88,798 272,630 Investments 6.2 55,784,646 55,641,643 55,629,645 55,628,468 55,591,657 50,657,427

Advances 6.3 500,001 1,830,013 250,000 350,000 275,000 197

Treasury clearance accounts - - 150,000 100,000 75,000 50,000

67,030,198 61,253,573 58,561,679 56,778,187 56,030,455 50,980,254

FINANCED BY:

Foreign loans 6.4 3,152,269 3,328,782 4,574,815 7,384,684 55,558,555 50,598,739 Internal loans 6.5 8,390,385 10,815,185 - 468,387 3,283,494 3,544,083 Consolidated Revenue Fund 9,524,876 40,552 342,327 - - - Capital Development Fund 45,962,668 47,069,054 53,644,537 48,925,116 (2,811,594) (3,162,568)

67,030,198 61,253,573 58,561,679 56,778,187 56,030,455 50,980,254

3 . STATEMENT OF CONSOLIDATED REVENUE FUND

6 mths ended 30-Jun <------Year ended 31 December ------> 2008 2007 2006 2005 2004 2003 Notes N'000 N'000 N'000 N'000 N'000 N'000 REVENUE Statutory allocation 6.6 27,887,877 28,241,369 23,559,618 21,333,225 20,312,959 10,610,866 Internally Generated Revenue 6.7 (IGR) 2,213,737 3,144,416 4,638,222 2,606,285 2,656,719 2,333,895

Total Revenue 30,101,614 31,385,785 28,197,840 23,939,510 22,969,678 12,944,761

EXPENDITURE Recurrent grants and subventions 6.8 3,394,249 8,770,198 6,118,905 6,467,442 6,290,989 4,934,288 Consolidated Revenue Fund 6.9 charges 1,441,117 5,007,362 3,917,031 3,454,038 2,488,946 1,786,552 Other recurrent expenditure 6.10 9,099,920 15,014,277 12,769,498 11,138,398 7,539,085 6,746,279

Total Expenditure 13,935,286 28,791,837 22,805,434 21,059,878 16,319,020 13,467,119

Surplus\(shortfall) of Revenue over Expenditure for the year 16,166,328 2,593,948 5,392,406 2,879,632 6,650,658 (522,358) Consolidated revenue brought forward 40,552 342,327 - - - 1,409,588

39

16,206,880 2,936,275 5,392,406 2,879,632 6,650,658 887,230 Repayment - Internal loans - - (2,467,550) (1,534,815) (500,000) - Repayment - External loans (214,454) (960,908) (255,912) (2,879,632) (2,698,137) (637,427) - 13,524,876 440,552 5,136,494 3,452,521 249,803 Appropriation: Transfer to Capital Development Fund - (4,000,000) (400,000) (4,794,167) (3,452,521) (249,803) Consolidated revenue fund carried forward 9,524,876 40,552 342,327 - - -

40

4 . STATEMENT OF CAPITAL DEVELOPMENT FUND

6 mths ended 30-Jun <------Year ended 31 December ------> 2008 2007 2006 2005 2004 2003 N '000 N'000 N'000 N'000 N'000 N'000 Capital receipts: Value Added Tax (VAT) 2,199,970 3,474,146 2,584,872 2,049,699 1,896,415 1,584,840 Internal loans - 11,350,000 1,000,000 468,387 500,000 1,000,000 Foreign debt relief - - - 44,839,406 - - Grants/subventions - - 9,899,780 15,601,512 601,503 695,915 Miscellaneous 704,515 512,973 175,000 135,000 5,301,982 40,000 Transfer from Consolidated Revenue Fund 4,000,000 400,000 4,794,167 - 3,452,521 249,803

6,904,485 15,737,119 18,453,819 63,094,004 11,752,421 3,570,558

Expenditures: Economic sector 4,366,457 11,420,238 2,758,023 2,236,642 2,303,913 1,676,803 Social service sector 1,273,033 4,680,594 4,038,572 3,420,245 3,411,575 2,376,705 Regional development sector 1,220,000 2,324,280 1,219,704 1,140,081 1,137,192 891,264 Administration sector 1,151,381 3,887,490 5,718,099 4,560,326 4,548,767 1,188,353

8,010,871 22,312,602 13,734,398 11,357,294 11,401,447 6,133,125

Net capital (payments)/receipts (1,106,386) (6,575,483) 4,719,421 51,736,710 350,974 (2,562,567) Balance as at 1 January 47,069,054 53,644,537 48,925,116 (2,811,594) (3,162,568) (600,001)

Balance as at 31 December 45,962,668 47,069,054 53,644,537 48,925,116 (2,811,594) (3,162,568)

41

5 . STATEMENT OF CASH FLOWS

6 mths ended 30-Jun <------Year ended 31 December ------> 2008 2007 2006 2005 2004 2003 N '000 N'000 N'000 N'000 N'000 N'000 Receipts: Statutory allocation 27,887,877 28,241,369 23,559,618 21,333,225 20,312,959 10,610,866 Internally generated revenue 2,213,737 3,144,416 4,638,222 2,606,285 2,656,719 2,333,895 Capital receipts 2,904,485 3,987,119 9,627,309 17,984,274 2,497,918 2,301,350 Total receipts 33,006,099 35,372,904 37,825,149 41,923,784 25,467,596 15,246,111

Payments: Recurrent grants and subventions (3,394,249) (8 ,770,198) (6,118,905) (6,467,442) (6,290,989) (4,934,288) Consolidated Revenue Fund charges (1,441,117) (5,007,362) (3,917,031) (3,454,038) (2,488,946) (1,786,55 2) Other recurrent expenditures (10,556,974) (8,004,773) (19,284,842) (17,675,112) (2,795,059) (3,251,794) Net cashflows from operating activities 17,613,759 13,590,571 8,504,371 14,327,192 13,892,602 5,273,477

Investing activities: Purchase/construction of assets (8,010,871) (22,312,602) (13,449,748) (11,357,294) (11,401,447) (6,133,125) (Purchase)/sale of financial market instruments - - - (4,000) (1,831) - Net cashflows from investing activities (8,010,871) (22,312,602) (13,449,748) (11,361,294) (11,403,278) (6,133,125)

Financing activities: Loans and other borrowings 42,750 11,350,000 1,000,000 468,387 500,000 1,000,000 Dividends and interest received - 156,729 53,986 56,268 24,981 19,405 Loan repayment (2,682,004) (1,534,815) - (2,879,632) (3,198,137) - Net cashflows from financing activities (2,639,254) 9,971,914 1,053,986 (2,354,977) (2,673,156) 1,019,405

42 Net increase/(decrease) in cash and cash 6,963,634 1,249,883 (3,891,391) 610,921 (183,832) 159,757 equivalents Cash & cash equivalents as at 1 January (1,941,789) (3,191,672) 699,719 88,798 272,630 112,873 Cash & cash equivalents as at 31 December 5,021,845 (1,941,789) (3,191,672) 699,719 88,798 272,630

6 . NOTES TO THE FINANCIAL STATEMENTS

As at 30-Jun <------As at 31 December ------> 2008 2007 2006 2005 2004 2003 N '000 N'000 N'000 N'000 N'000 N'000 6.1 CASH AND BANK BALANCES

As at 30 June/31 December 10,745,551 3,781,917 2,532,034 699,719 88,798 272,630

6.2 INVESTMENTS

6.2.1 Investments at cost Quoted investments (note 6.2.2) 178,375 35, 372 18,199 18,047 4,587 44,257 Unquoted investments 47,716 47,716 52,891 51,866 28,515 16,543 Other investments (note 6.2.3) 55,558,5 55 55,558,555 55,558,555 55,558,555 55,558,555 50,596,627 55,784,646 55,641,643 55,629,645 55,628,468 55,591,657 50,657,427

6.2.2 Market value of quoted investments 365,900 300,491 98,858 100,736 58,726 48,866

6.2.3 Other investments (i) World Bank Group: IBRD Tree Crops & others (US$18,557,294)

IFAD, ELD & EDF Oil Palm (US$13,074,114) 4,112,343 4,112,343 4,112,343 4,112,343 4,112,343 4,160,308

43 As at 30-Jun <------As at 31 December ------> 2008 2007 2006 2005 2004 2003 N'000 N'000 N'000 N'000 N'000 N'000

(ii) Belgium, France, Germany, Italy & United Kingdom:

Adapalm, Concord Hotel & other companies 40,317,562 40,317,562 40,317,562 40,317,562 40,317,562 35,177,870 (US$310,135,095)

(iii) London Club Group: Spibat Project, Avutu Poultry & Others 11,128,650 11,128,650 11,128,650 11,128,650 11,128,650 11,258,450 (US$85,605,000)

55,558,555 55,558,555 55,558,555 55,558,555 55,558,555 50,596,627

6.3 ADVANCES

As at 30 June/31 December 500,001 1,830,013 250,000 350,000 275,000 197

The balance as at 31 December 2007 and 30 June 2008 represent deposit for shares of companies, which were yet to be allotted as at the balance sheet date.

6.4 EXTERNAL LOANS

6.4.1 Foreign loans - Naira 3,152,269 3,328,782 4,574,815 7,384,684 55,558,555 50,598,739

Exchange rate to US$1.00 N115.81 N115.81 N126.50 N128.50 N130.00 N132.30

6.4.2 Foreign loans - US Dollars Multilateral loans (note 6.4.3) 36,164,550 36,164,550 36,164,550 24,938,354 31,633,408 36,482,501 London Club debts (note 6.4.4) - - - 32,530,000 85,605,000 85,605,000 Paris Club debts (note 6.4.5) - - - - 310,135,095 260,367,067 36,164,550 36,164,550 36,164,550 57,468,354 427,373,503 382,454,568

44

As at 30-Jun <------As at 31 December ------> 2008 2007 2006 2005 2004 2003 US$ US$ US$ US$ US$ US$

6.4.3 Multilateral loans International Bank for Reconstruction & Development (IBRD)

Health & Population 232,452 232,452 232,452 386,006 7,021,905 7,176,360

2nd Urban Development - --- 1,039,667 2,525,679

National FADAMA 73,270 73,270 73,270 83,609 50,431 55,241

National Agric Tech. Support 161,469 161,469 161,469 184,243 52,517 59,305

National Water Rehabilitation 2,814,208 2,814,208 2,814,208 3,319,628 2,823,125 3,196,657

Tree crops 2,843,810 2,843,810 2,843,810 3,412,106 4,860,321 4,860,321

MSADP - -- 227,606 2,642,272 3,094,537

6,125,209 6,125,209 6,125,209 7,613,198 18,490,238 20,968,100

International Development Association (IDA)

Ist Education 58,843 58,843 58,843 65,198 67,056 51,187 Health Systems Development - - - 2,667,062 2,667,062 2,667,062 HIV/AIDS - - - 2,720,381 2,720,381 2,720,381

45 Local Empower & Environment Management - - - 4,077,986 4,077,986 4,077,986 National FADAMA II - - - 4,582,125 4,582,125 4,582,125

14,106,397 14,106,397 14,106,397 65,198 67,056 51,187

ELB: Palm Oil 245,276 245,276 245,276 637,074 1,978,200 3,504,614 EDF: Oil Palm Belt Rural Dev. 15,687,668 15,687,668 15,687,668 16,512,679 10,917,755 11,644,880 IFAD: Cassava - - - 110,205 180,159 313,720

15,932,944 15,932,944 15,932,944 17,259,958 13,076,114 15,463,214

Total Multilateral Loans 36,164,550 36,164,550 36,164,550 24,938,354 31,633,408 36,482,501

46

6.4 EXTERNAL LOANS (CONT'D)

As at 30-Jun <------As at 31 December ------> 2008 2007 2006 2005 2004 2003 US$ US$ US$ US$ US$ US$

6.4.4 London Club Debt Owerri Water Scheme - - - 7,060,000 2,683,000 7,060,000 Spibat Project (Resin & cardboard) - - - 14,089,000 5,354,000 14,089,000 Mbaitse/Obowo-Water Supply - - - 27,140,000 10,313,000 27,140,000 Owerri City Development - - - 10,333,000 3,927,000 10,333,000 Avutu Poultry - - - 22,406,000 8,514,000 22,406,000 Spibat Project (ALEX) - - - 4,577,000 1,739,000 4,577,000 Total London Club Debt - - - 85,605,000 32,530,000 85,605,000

6.4.5 Paris Club Debt Belgium: Adapalm - - - - 9,785,259 8,214,998 Germany : Imo Suence - - - - 4,909,249 4,121,451 - - - - 14,694,508 12,336,449 France: Aluminium Extrusions - - - - 11,835,753 9,936,445

47 Resin - - - - 13,656,340 11,464,878 Cardboard Packaging - - - - 17,144,077 14,392,931 Saviem Buses - - - - 967,319 812,091 - - - - 43,603,489 36,606,345

Italy: Okigwe Water - - - - 66,896,463 56,161,447 Urban Development - - - - 7,792,518 6,542,036 Owerri Water - - - - 6,451,162 5,415,931 Concorde Hotel - - - - 87,213,033 73,217,775 Imo Health Pharmacetical 875,824 735,279 - - - - 169,229,000 142,072,468

48

6 . NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

6.4 EXTERNAL LOANS (CONT'D) As at 30-Jun <------As at 31 December ------> 2008 2007 2006 2005 2004 2003 US$ US$ US$ US$ US$ US$ United Kingdom: Rural Electricity I - - - - 55,079,880 46,241,097 Rural Electricity II - - - - 15,149,061 12,718,061 Owerri City Development - - - - 12,379,157 10,392,647 - - - - 82,608,098 69,351,805

Total Paris Club Debt - - - - 310,135,095 260,367,067

Total external debts 427,373,503 36,164,550 36,164,550 36,164,550 57,468,354 382,454,568 Deductions/repayments in 2007 - - - - (7,421,064) (7,421,064) Deductions/repayments in 2008 - - - - - (1,524,166) As at 30 June/31 December 427,373,503 27,219,320 28,743,486 36,164,550 57,468,354 382,454,568

6.4.6 Confirmation from Debt Management Office A confirmation of Imo State Government external debt to the Imo State Ministry of Finance by the Debt Management Office (DMO) letter dated 20 February 2009 indicated that the balance on IMSG multilateral debts was US$43,929,283 as at 31 December 2007, compared to a balance of US$28,743,486 per IMSG records. We were unable to reconcile the two records as at the time of this report.

49

As at 30-Jun <------As at 31 December ------> 2008 2007 2006 2005 2004 2003 N '000 N'000 N'000 N'000 N'000 N'000 6.5 INTERNAL LOANS

6.5.1 Analysis by source: United Bank for Africa Plc 7,466,265 9,546,185 - - 3,283,494 3,544,083 Intercontinental Bank Plc 600,000 - - - - 251,100 Oceanic Bank Plc 669,000 - - - - 630,270 Others - - 468,387 - - 42,750

8,390,385 10,815,185 - 468,387 3,283,494 3,544,083

6.5.2 Analysis by movement As at 1 January 10,815,185 - 468,387 3,283,494 3,544,083 1,081,949 Additions 42,750 10,815,185 - 465,387 239,411 2,462,134 Repayments (2,467,550) - (468,387) (3,280,494) (500,000) - As at 31 December 8,390,385 10,815,185 - 468,387 3,283,494 3,544,083

6.6 STATUTORY ALLOCATION

Monthly statutory allocation 16,375,5 10 26,130,532 23,559,618 21,333,225 20,312,959 10,610,866 Excess crude fund 11,512,367 2,110,837 - - - - 27,887,877 28,241,369 23,559,618 21,333,225 20,312,959 10,610,866

50

6.7 INTERNALLY GENERATED REVENUE

Taxes (direct & indirect) 1,860,155 2,460,004 1,629,006 1,642,506 922,589 823,050 Fines and fees 213,520 260,155 905,562 28,520 1,401,039 1,351,440 Licenses 97,357 100,309 - - - - Earnings and sales 42,705 120,929 806,003 175,600 146,062 110,000 Rent on government properties - 32,936 513,665 18,501 20,758 20,000 Interest and dividend - 156,729 53,986 56,268 28,193 19,405 Reimbursements - 257 - - - - Miscellaneous - 13,097 730,000 684,890 138,078 10,000 2,213,737 3,144,416 4,638,222 2,606,285 2,656,719 2,333,895

6.8 RECURRENT GRANTS & SUBVENTIONS

As at 31 December 3,394,249 8,770,198 6,118,905 6,467,442 6,290,989 4,934,288

These represent grants and subventions to parastatals/departments and tertiary institutions.

6.9 CONSOLIDATED REVENUE FUND CHARGES

Government House 1,204,850 2,506,905 936,235 1,729,243 594,899 1,006,213 Secretary to the State Govt. 25,000 380,532 100,000 262,488 63,542 152,737 Ministry of Finance 14,667 1,295,995 1,240,027 893,967 787,934 296,896 High Court - 27,960 56,911 19,287 36,162 11,222 Customary Court of Appeal - 3,000 100,000 2,069 63,542 1,204 Imo State House of Assembly 196,600 791,166 1,483,858 545,740 942,867 317,556 Ministry of Youths & Sports - 1,804 - 1,244 - 724

1,441,117 5,007,362 3,917,031 3,454,038 2,488,946 1,786,552

51

6.10 OTHER RECURRENT EXPENDITURE

Personnel costs 2,074,747 4,535,141 7,164,160 5,485,950 4,024,713 3,874,915 Pension and gratuities 1,042,231 2,516,984 1,535,098 1,808,616 1,126,959 871,096 Overhead costs 3,539,367 6,706,597 2,771,351 2,656,599 1,050,720 906,797 Public debt charges 1,879 32,514 33,704 26,631 349,577 367,911 Miscellaneous expenses 2,441,696 1,223,041 1,265,185 1,160,602 987,116 725,560 9,099,920 15,014,277 12,769,498 11,138,398 7,539,085 6,746,279

6.11 CONTINGENT LIABILITIES

6.11.1 Pending litigation The Attorney-General of Imo State has represented that the State Government is not involved in any litigation in any law court with any person or company that could result into any financial commitment/liability.

6.11.2 Guarantees/financial commitments

(i) A loan of N129,070,000 was provided by United Bank for Africa Plc in October 2007, which was for the purpose of financing the purchase of 10 Mercedes Benz municipal buses for Imo State Government Mass Transit Scheme. The loan is repayable from the proceeds generated by the buses while any shortfall is payable by the State Government.

(i) Intercontinental Bank Plc provided loans of N59,705,599 and N71,375,000 for the purchase of 5 units of city buses and 50 units of taxis respectively for the Imo State Government Mass Transit Scheme. The loan is repayable through an ISPO by monthly deduction through Federation Account Allocation Committee (FAAC).

52

6.12 STATEMENT OF ADJUSTMENTS

6.12.1 Investments

Per audited financial statements 55,957,443 55,814,440 56,205,991 55,805,839 55,812,549 56,458,728

Adjustments: Overstatement of investment (unquoted/foreign investments) - - (400,000) - - (5,609,939)

Provision for diminution in the value of investments (172,797) (172,797) (176,346) (177,371) (220,892) (191,362)

55,784,646 55,641,643 55,629,645 55,628,468 55,591,657 50,657,427

6.12.2 Foreign loans

Per audited financial statements 3,114,329 3,328,782 4,574,815 7,384,684 55,558,555 56,208,678 Adjustments: Overstatement of investment (unquoted/foreign investments) - - - - - (5,609,939) Reversal of other deductions wrongly classified as foreign loans - - - - - 37,940

3,152,269 3,328,782 4,574,815 7,384,684 55,558,555 50,598,739

53

6 . NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

As at 30-Jun <------As at 31 December ------> 2008 2007 2006 2005 2004 2003 N'000 N'000 N'000 N'000 N'000 N'000

6.12.3 Internal loans

Per audited financial statements - 8,347,635 10,815,185 468,387 3,283,494 3,544,083 Adjustment: Balance on outstanding loan with First Bank of Nigeria Plc - - - - - 42,750

8,390,385 10,815,185 - 468,387 3,283,494 3,544,083 6.12.4 Consolidated Revenue Fund (CRF)

Per audited financial statements 10,310,081 40,552 342,327 - - -

Adjustments: Overstatement of CRF 2007 closing balance brought forward to 2008 (704,515) - - - - -

Reversal of grants & subventions wrongly classsified as foreign loans (37,940) - - - -

54 Balance on outstanding loan with First Bank of Nigeria Plc (42,750) - - - - -

Reversal of provision for debt relief wrongly classified as miscellaneous income in IGR - - (5,723,706) - - -

Reversal of provision for debt relief wrongly classified as foreign loan repayment - - 5,723,706 - - -

9,524,876 40,552 342,327 - - -

6.12.5 Capital Development Fund (CDF)

Per audited financial statements 45,430,950 47,241,851 54,220,883 49,102,487 (2,590,702) (2,971,206)

Adjustments: Overstatement of CRF 2007 closing balance brought forward to 2008 704,515 - - - - -

Provision for diminution in the value of investments (172,797) (172,797) (576,346) (177,371) (220,892) (191,362)

45,962,668 47,069,054 53,644,537 48,925,116 (2,811,594) (3,162,568)

55 FINANCIAL FORECAST

Letter from the Reporting Accountants

The following is a copy of the letter from Akintola Williams Deloitte, the Reporting Accountants to the Offer, on the forecast of Imo State’ financial forecast:

18 June 2009

The Executive Council Imo State Government of Nigeria Owerri Imo State

The Directors The Directors UBA Capital (Africa) Limited and BGL Securities Limited 11th Floor, UBA House 12A, Catholic Mission Street 57 Marina Lagos Island Lagos Lagos

The Directors The Directors Stanbic IBTC Bank PLC and FutureView Financial Services Limited IBTC Place 161D Aufu Taylor Street Walter Carrington Crescent Off Idejo Street Victoria Island Victoria Island Lagos Lagos

Gentlemen

We have reviewed the accounting bases and assumptions for the revenue and expenditure projections of Imo State Government of Nigeria ("the State" or "IMSG") for the seven years ending 31 December 2014, for which the Executive Council of the State is solely responsible.

We wish to emphasize that no business is free of major risks and few financial projections are free of errors of commissions or omissions. Consequently, these financial projections relate to the future and may be affected by unforeseen events as there may be differences between forecast, estimated, budgeted or projected results and the actual results because events and circumstances frequently do not occur as expected, and those differences may be material.

In our opinion, the revenue and expenditure projections so far as the accounting basis and assumptions are concerned, have been properly compiled based on the assumptions made by the State Executive Council and are presented on a basis consistent with the accounting policies normally adopted by the State Government.

Yours faithfully

(Chartered Accountants) Reporting Accountants

Memorandum on profit forecast

"The Executive Council of Imo State is of the opinion that subject to unforeseen circumstances, the State's receipts and expenditure for each of the seven years ending 31 December 2014 will be approximately as follows":

Recurrent Capital Recurrent Capital Net receipts receipts expenditure expenditure Surplus N'000 N'000 N'000 N'000 N'000

2009 51,108,572 33,394,937 (37,309,257) (23,000,000) 24,194,251

2010 58,141,729 16,650,934 (41,862,045) (16,500,000) 16,430,618

2011 58,241,081 16,893,481 (42,515,989) (15,500,000) 17,118,572

2012 58,342,421 17,148,155 (43,756,815) (15,500,000) 16,233,760

2013 58,445,787 17,415,562 (43,834,340) (16,500,000) 15,527,009

2014 58,551,221 16,696,340 (43,913,416) (16,500,000) 14,834,146

It was resolved:

"That the Memorandum on the financial projections for the seven years ending 31 December 2014 presented to the meeting, a copy of which has been initialed by the Honourable Commissioner for Finance for identification purpose, be and is hereby approved".

Honourable Commissioner for Finance Accountant General Imo State Government of Nigeria Imo State Government of Nigeria

OWERRI, NIGERIA

Dated this day of 2009.

57

1 . INTRODUCTION

1.1 History of Imo State

Imo State was created on 3 February 1976 out of the then East Central State. Abia State was created out of Imo State in 1991 while Ebonyi State was created out of the remaining part in 1996. The State has a landmass of 5,289.49 square kilometres and is bordered by Abia State to the East, the River Niger and Delta State to the West, Anambra State to the north and Rivers State to the South. Imo State is one of the five states that make up South-East geo-political zone. Imo State is centrally located in the nine states that once formed the Eastern Region of Nigeria with its capital, Owerri, equidistant from the major cities of these nine states.

1.2 The Offer

(a) Summary

Imo State of Nigeria 2008, Law No 6 dated 11 August 2008 empowers the Imo State Government of Nigeria to raise a sum of N40,000,000,000 directly from the capital market by the issue of a series of government bonds under a Medium Term Note Programme. The first series of bond to be issued as part of the Bond Programme is for N18,500,000,000, which is being undertaken for the purpose of financing various developmental projects and such other economic and social projects as the Executive Council may approve. The Ist Tranche of the Bond will be issued at par to prospective bondholders by way of offer for subscription.

(b) Terms of the bond

(i) Principal value: N18.5 billion (ii) Price: N1 per unit (iii) Coupon: 15.5% (iv) Redemption/repayment: Monthly deduction through Federation Account Allocation Committee (FAAC)

(c) Utilisation of proceeds

The estimated issue proceeds of N17.575 billion, which is net of issue cost (including the underwriting commission) of 5% will be applied in financing upgrading and expansion with timelines as follows: N'billion % (i) Imo Wonder Lake Resort and Conference Center, Oguta (2 years) 12.500 71.1 (ii) Rehabilitation & construction of critical roads (3 years) 3.773 21.5 (iii) Rehabilitation of various State water projects (2 years) 1.302 7.4 Total 17.575 100.0

(d) Tax status

According to the Joint Tax Board (JTB) letter dated 30 April 2008, this Development Bond is regarded as Government investment, therefore, the provisions of Section 20(g)(i) and (ii) of the Personal Income Tax Act Cap P8 LFN 2004 is applicable to it. Consequently, all investments in this Development Bond are tax exempted expenses under the provisions of the law.

58

2 . STATEMENT OF ACCOUNTING POLICIES

The significant accounting policies adopted by Imo State Government of Nigeria are as follows:

(i) Basis of accounting

The financial statements were prepared under the historical cost convention on cash basis.

(ii) Investments

Investment in shares are held under the Ministry of Finance Incorporated (MOFI) and are stated at cost.

(iii) Revenue

The revenue of the State consists of the following: * Statutory allocation * Internally generated revenue (IGR) * Capital receipts

(iv) Expenditure

The State's expenditure comprises: * Recurrent expenditure * Capital expenditure

(v) Capital cost

These are recognised in the year of occurrence only.

(vi) Assets and liabilities

Assets and liabilities are stated at their net book value.

(vii) Foreign currencies

Transactions in foreign currencies are translated to Naira at the rates of exchange ruling at the dates of the transaction. Foreign currency balances are converted to Naira at the rates of exchange ruling at the statement of assets and liabilities date and no profit or loss arising from the conversions has been recognised.

59

3 . FINANCIAL PROJECTIONS FOR THE SEVEN YEARS ENDING 31 DECEMBER 2014

3.1 Revenue and capital expenditure projections The State Executive Council are of the opinion that subject to unforeseen circumstances, and based on the assumptions in note 3.3, the State's recurrent revenue, recurrent expenditure, capital receipts and capital expenditure for each of the seven years ending 31 December 2014 will be approximately as detailed below:

Recurrent Recurrent Capital Capital revenue expenditure Surplus receipts expenditur Surplus e N'000 N'000 N'000 N'000 N'000 N'000

2009 51,108,572 37,309,257 13,799,314 33,394,937 23,000,000 10,394,937

2010 58,141,729 41,862,045 16,279,684 16,650,934 16,500,000 150,934

2011 58,241,081 42,515,989 15,725,092 16,893,481 15,500,000 1,393,481

2012 58,342,421 43,756,815 14,585,605 17,148,155 15,500,000 1,648,155

2013 58,445,787 43,834,340 14,611,447 17,415,562 16,500,000 915,562

2014 58,551,221 43,913,416 14,637,805 16,696,340 16,500,000 196,340

3.2 Bases (i) The financial projections include results as shown by the audited financial statements of the State for the six months ended 30 June 2008. We must also state that at the time of the review of these financial projections, we did not conduct an audit examination in accordance with the international standards on auditing issued by the International Federation of Accountants. Consequently, we did not express a statutory audit opinion or make any form of representations regarding the accuracy of the audited financial statements.

(ii) The financial forecasts for the years ending 31 December 2009, 2010, 2011, 2012, 2013 and 2014 have been prepared on a basis consistent with Government Accounting Policies.

3.3 Assumptions The following assumptions have been made and are expected to remain in operation throughout the projection period:

(i) The Federation Account and the Value Added Tax revenue sharing formulae would not alter significantly from those used in preparing the projections.

(ii) Nigeria's current crude oil production level and pricing would not change significantly.

(iii) The Federal Government fiscal policies will not have a negative impact on income realisable from VAT allocation.

(iv) The statutory allocation will increase by 10% in 2009 and 2010 and remain pluto from 2011 to 2014.

(v) There will be an increase of 10% in internally generated revenue in 2009 while it will increase annually by 2% from 2010 to 2014.

(vi) Other recurrent revenue includes proceeds from sale of Government assets and future expansion in the revenue base of the State.

(vii) The expected share of the State from Value Added Tax (VAT) and other capital receipts will increase by

60 27% in 2009, and 5% annually from 2010 to 2014.

(viii) Recurrent expenditure will range between 72% and 75% of recurrent income during the forecast period.

(ix) The 18,500,000,000 units on offer during the first tranche at a price of N1.00 per unit will be fully subscribed and the proceeds of the Offer will be received during the third quarter of 2009.

(x) Redemption of the Bond will commence on 31 December 2009 and shall be in fourteen (14) semi- annual instalments of both principal and interests.

(xi) The economic and political climate of Nigeria will remain stable.

(xii) There will be no act of God that may adversely affect the projections.

3.4 Detailed Expenditure and Capital development projections

Appendices I and II to this Memorandum show the detailed analyses of the State's projected Revenue & Expenditure and Capital Development Fund for the years ending 31 December 2009, 2010, 2011, 2012, 2013 and 2014 respectively.

61

4 . PROJECTED STATEMENT OF ASSETS AND LIABILITIES

<------Projected for the years ending 31 December ------> 2009 2010 2011 2012 2013 2014 N'000 N'000 N'000 N'000 N'000 N'000 ASSETS:

Cash & Bank Balances 3,705,129 2,712,719 3,408,263 3,419,247 3,523,228 3,934,345

Investments 63,819,530 63,819,530 63,819,530 63,819,530 63,819,530 63,819,530

Advances ------

67,524,659 66,532,249 67,227,793 67,238,777 67,342,758 67,753,875

FINANCED BY:

Foreign Loans 1,899,874 899,874 399,874 - - -

Internal Loans 7,380,085 6,880,085 6,380,085 5,880,085 5,380,085 4,880,085

Consolidated Revenue Fund 580,769 937,425 1,239,489 502,192 190,611 905,388

Capital Development Fund 57,663,931 57,814,865 59,208,345 60,856,500 61,772,062 61,968,403

67,524,659 66,532,249 67,227,793 67,238,777 67,342,758 67,753,875

5 . PROJECTED STATEMENT OF CASHFLOWS

<------Projected for the years ending 31 December ------> 2009 2010 2011 2012 2013 2014 N'000 N'000 N'000 N'000 N'000 N'000

INFLOWS Statutory allocation 32,423,510 37,287,036 37,287,036 37,287,036 37,287,036 37,287,036 Derivation from oil 13,814,840 15,887,066 15,887,066 15,887,066 15,887,066 15,887,066 Internally generated revenue 4,870,221 4,967,626 5,066,978 5,168,318 5,271,684 5,377,118 Capital receipts 5,819,937 6,650,934 6,893,481 7,148,155 7,415,562 7,696,340 Bond proceeds 17,575,000 - - - - - Internal Loans 2,000,000 2,000,000 2,000,000 2,000,000 2,000,000 2,000,000

TOTAL INFLOWS (A) 76,503,509 66,792,662 67,134,562 67,490,575 67,861,349 68,247,561

OUTFLOWS Recurrent grants and subventions 11,754,971 12,791,180 13,395,449 13,418,757 13,442,531 13,466,781 Consolidated Revenue Fund Charges 6,133,029 6,977,007 6,988,930 7,501,090 7,013,494 7,026,146 Other recurrent expenditures 19,421,257 21,593,857 22,131,611 23,736,842 23,878,315 23,920,488 Capital expenditure 20,000,000 18,500,000 16,500,000 15,500,000 16,500,000 16,500,000 Purchase of investments/other capital expenditure 10,785,000 - - - - - Repayments of loans - Foreign 1,000,000 1,000,000 500,000 399,874 - - Repayments of loans - Local 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 Redemption of Bond 2,211,514 4,423,028 4,423,028 4,423,028 4,423,028 4,423,028

TOTAL OUTFLOWS (B) 73,805,771 67,785,073 66,439,017 67,479,591 67,757,368 67,836,444

NET INFLOW/(OUTFLOW) (A-B) 2,697,737 (992,410) 695,544 10,984 103,981 411,118

Cash and cash equivalents at 01 January 1,007,391 3,705,129 2,712,719 3,408,263 3,419,247 3,523,228 Cash and cash equivalents at 31 December 3,705,129 2,712,719 3,408,263 3,419,247 3,523,228 3,934,345

63 PROJECTED CONSOLIDATED REVENUE FUND (CRF)

<------Projected for the years ending 31 December ------> 2009 2010 2011 2012 2013 2014 N'000 N '000 N '000 N '000 N '000 N'000 Statutory allocation 32,423,510 37,287,036 37,287,036 37,287,036 37,287,036 37,287,036 Derivation from oil 13,814,840 15,887,066 15,887,066 15,887,066 15,887,066 15,887,066 Internally Generated Revenue (IGR) 4,870,221 4,967,626 5,066,978 5,168,318 5,271,684 5,377,118

Total Revenue 51,108,572 58,141,729 58,241,081 58,342,421 58,445,787 58,551,221

EXPENDITURE

Recurrent grants and subventions 11,754,971 12,791,180 13,395,449 13,418,757 13,442,531 13,466,781 Consolidated Revenue Fund Charges 6,133,029 6,977,007 6,988,930 7,001,090 7,013,494 7,026,146 Other recurrent expenditures 19,421,257 22,093,857 22,131,611 23,336,968 23,378,315 23,420,488

Total Expenditure 37,309,257 41,862,045 42,515,989 43,756,815 43,834,340 43,913,416

Surplus of Revenue over Expenditure r 13,799,314 16,279,684 15,725,092 14,585,605 14,611,447 14,637,805 for the yea Consolidated revenue fund brought forward 492,968 580,769 937,425 1,239,489 502,192 190,611 14,292,283 16,860,453 16,662,517 15,825,094 15,113,639 14,828,416

Appropriations:

Transfer to Capital Development Fund (8,000,000) (8,000,000) (8,000,000) (8,000,000) (8,000,000) (7,000,000) Loan Repayment - Foreign (1,000,000) (1,000,000) (500,000) (399,874) - - Loan Repayment - Local (2,500,000) (2,500,000) (2,500,000) (2,500,000) (2,500,000) (2,500,000) Bond-Ist Tranche (2,211,514) (4,423,028) (4,423,028) (4,423,028) (4,423,028) (4,423,028)

CRF carried forward 580,769 937,425 1,239,489 502,192 190,611 905,388

64 PROJECTED CAPITAL DEVELOPMENT FUND

<------Projected for the years ending 31 December ------> 2009 2010 2011 2012 2013 2014 N'000 N'000 N'000 N'000 N'000 N'000

Capital receipts: Value Added Tax (VAT) 4,619,937 4,850,934 5,093,481 5,348,155 5,615,562 5,896,340 Bond proceeds 17,575,000 - - - - - Internal loans 2,000,000 2,000,000 2,000,000 2,000,000 2,000,000 2,000,000 Miscellaneous receipts 1,200,000 1,800,000 1,800,000 1,800,000 1,800,000 1,800,000 Transfer from Consolidated Revenue Fund 8,000,000 8,000,000 8,000,000 8,000,000 8,000,000 7,000,000 33,394,937 16,650,934 16,893,481 17,148,155 17,415,562 16,696,340

Expenditures: Economic sector 7,000,000 4,000,000 4,000,000 4,000,000 4,000,000 4,000,000 Social service sector 8,000,000 4,000,000 4,000,000 4,000,000 4,000,000 4,000,000 Regional development sector 4,000,000 4,000,000 4,000,000 4,000,000 4,000,000 4,000,000 Administration sector 4,000,000 4,500,000 3,500,000 3,500,000 4,500,000 4,500,000 23,000,000 16,500,000 15,500,000 15,500,000 16,500,000 16,500,000

Net capital (payments)/receipts 10,394,937 150,934 1,393,481 1,648,155 915,562 196,340

Balance as at 1 January 47,268,994 57,663,931 57,814,865 59,208,345 60,856,500 61,772,062 As at 31 December 57,663,931 57,814,865 59,208,345 60,856,500 61,772,062 61,968,403

65 APPENDIX 1: PROCEDURE FOR APPLICATION AND ALLOTMENT

1. APPLICATION

1.1 The investing public is hereby invited to apply for Bonds through the Issuing Houses, UBA Capital (Africa) Limited, BGL Securities Limited, FutureView Financial Services Limited and Stanbic IBTC Bank Plc or any Receiving Agent registered as a capital market operator by SEC.

1.2 Applications for the Bonds must be made in accordance with the instructions set out at the back of the Application Form appended hereto. Care must be taken to follow these instructions, as applications that do not comply will be rejected.

1.3 The Application List for the Bonds will be open from [29] June 2009 to [30] June 2009. Applications must be for a minimum of N=10,000,000 and in multiples of N=1,000,000 thereafter. The amount for which an application is made and the value of the cheque or bank draft attached should be entered in the boxes provided.

1.4 Each Corporate applicant should affix its seal in the box and state its incorporation (RC) number.

1.5 Each application should be forwarded together with a cheque or bank draft for the full amount of the purchase price for the Bonds applied for to UBA Capital (Africa) Limited or BGL Securities Limited or FutureView Financial Services Limited or Stanbic IBTC Bank PLC or any Receiving Agent registered as a capital market operator by SEC. The cheque or draft must be drawn on a bank and crossed “IMO STATE BONDS” with the name, address and daytime telephone number of the applicant written on the back. All transfer charges to Lagos, if any, must be paid by the applicant and no application will be accepted unless this has been done. All cheques and drafts will be presented upon receipt and all applications in respect of which cheques are returned unpaid will be rejected.

2. ALLOTMENT

2.1 The Allotment Proposal will be submitted to the Securities & Exchange Commission for clearance. All irregular or suspected multiple applications will be rejected.

3. APPLICATION MONIES

All application monies will be retained in a separate interest yielding bank account by the Receiving Bank pending allotment. If any application is not accepted, or is accepted for fewer Bonds than the number applied for, a crossed cheque for the full amount or the balance of the amount paid (as the case may be) will be returned with interests by registered post within five working days of the allotment date. Certificates for the Bonds allotted will be sent by registered post not later than 15 working days from the date of allotment date.

APPENDIX 2: RECEIVING AGENTS

Application Forms may be obtained free of charge from any of the following Receiving Agents registered as capital market operators by SEC.

The Joint Issuing Houses cannot accept responsibility for the conduct of any of the Receiving Agents listed below. Prospective Investors are therefore advised to conduct their own independent enquiries before choosing an agent to act on their behalf. Evidence of lodgement of funds at any of the Receiving Agents listed below, in the absence of corresponding evidence of receipt by any of the Issuing Houses, cannot give rise to a liability on the part of any of any of the Joint Issuing Houses under any circumstances.

BANKS Access Bank Nigeria Plc First Inland Bank Nigeria Plc Sterling Bank Plc Afribank Nigeria Plc Guaranty Trust Bank Plc Skye Bank Plc Diamond Bank Nigeria Plc Intercontinental Bank Plc Spring Bank Plc Ecobank Nigeria Plc Nigeria International Bank Limited Union Bank of Nigeria Plc Equitorial Trust Bank Limited Oceanic Bank International Plc United Bank for Africa Plc Fidelity Bank Plc PlatinumHabib Nigeria Plc Unity Bank Plc First Bank of Nigeria Plc Stanbic IBTC Bank Plc Wema Bank Plc First City Monument Bank Plc Standard Chartered Bank Limited Zenith Bank Plc

STOCKBROKERS AND OTHERS 2AS Amao Consult Gidauniya Investment & Securities Ltd Pilot Securities Ltd A.A.A Stockbrokers Limited Global Assets Management (Nig) Ltd Pinefields Investment Services Ltd Adamawa Securities Ltd Golden Securities Ltd Pivot Trust & Investment Company Ltd Adonai Stockbrokers Ltd GTI Capital Ltd Premium Securities Ltd AIL Securities Ltd Guardian Express Trust Ltd Professional Stockbrokers Ltd Allbond Investment Ltd Heartbeat Investments Limited Profund Securities Ltd Alliance Capital Management Company Ltd Hedge Securities & Investment Ltd PSI Securities Ltd Altrade Securities Ltd Horizon Stockbrokers Ltd Pyramid Securities Ltd Anchoria Investment & Securities Ltd IBN Securities Ltd Quantum Securities Ltd APT Securities & Funds Ltd ICMG Securities Limited Regency Assets Management Ltd Atlas Portfolio Ltd ICON Stockbrokers Ltd Resano Securities Limited Belfry Investment & Securities Limited Ideal Securities & Investments Ltd Resort Securities & Trusts Ltd Best Link Investment Ltd Indemnity Finance Ltd Rivtrust Securities Limited Best Worth Assets & Trust Ltd Independent Securities Ltd Rolex Securities Ltd BFCL Assets & Securities Ltd Intercontinental Securities Ltd Rostrum Investment & Securities Ltd BGL Securities Ltd International Standard Sec. Ltd Royal Crest Finance Ltd BSD Securities Ltd Integrated Trust & Investments Ltd Santrust & Securities Ltd Calyx Securities Ltd International Capital Securities Ltd Securities Solutions Ltd Camry Securities Ltd Investment Masters & Trust Ltd Securities Transaction & Trust Company Ltd Capital Asset Ltd Jamkol Investment Ltd Security Swaps Ltd Capital Bancorp Ltd Jenkins Investment Ltd Shalom Investment & Securities Ltd Capital Express Securities Ltd Kapital Care Trust & Securities Ltd Shelong Investment Ltd Capital Trust Brokers Ltd Kinley Securities Ltd Sigma Securities Ltd Cash Craft Securities Ltd Kundila Finance Services Ltd Signet Investments Securities Limited Center-point Investment Ltd Lambeth Trust & Investments Company Ltd SMADAC Securities Ltd Century Securities Ltd LB Securities Ltd Solid Rock Securities & Investment Ltd City-Code Trust & Investment Company Lead Capital Ltd Spring Trust & Securities Ltd Clearview Investment Company Ltd LMB Stockbrokers Ltd Springboard Trust & Investment Ltd Consolidated Investment Ltd Maclaize Trust & Securities Ltd Stanbic IBTC Asset Management Ltd Cooper Fleming Stockbrokers Ltd Magnartis Finance & Inv Ltd Stranwal Securities Ltd Counters Trust Securities Maninvest Asset Management Ltd Strategy & Arbitrage Ltd Crossworld Securities Ltd Marimpex Finance & Investment Ltd Summa Guaranty & Trust Co. CSL Stockbrokers Ltd Marina Securities Ltd Summit Finance Co. Ltd Davandy Finance & Securities Ltd Maxifund Investments & Securities Ltd Support Services Ltd De-Lords Securities Ltd Mayfield Investment Ltd The Investors Advisers Limited Denham Management Ltd MBC Securities Ltd Three Stars Investment Ltd Dependable Securities Ltd MBL Financial Services Ltd Tiddo Securities Ltd Dynamic Portfolio Ltd Mega Equities Ltd Tomil Trust Ltd EBN Securities Ltd Meristem Securities Ltd Topmost Finance & Investment Ltd Emerging Capital Ltd Midas Stockbrokers Ltd Tower Assets Management Ltd EPIC Investment Trust Ltd Mission Securities Ltd Traders Trust & Investment Co. Ltd ESL Securities Ltd Molten Trust Ltd Trans Africa Financial Services Ltd Eurocomm Securities Ltd Mountain Investment & Securities Ltd Tropics Securities Ltd Excel Securities Ltd Newdevco Finance Securities Ltd Trust Yield Securities Ltd Express Portfolio Services Ltd Niche Securities Ltd Trusthouse Investments Ltd F & C Securities Ltd Nigerian International Securities Ltd TRW Stockbrokers Ltd Falcon Securities Ltd Nigerian Stockbrokers Ltd UBA Stockbrokers Ltd Fidelity Finance Company Ltd Omas Investment & Trust Ltd UNEX Securities & Investment Ltd Fidelity Union Securities Ltd OMF Securities & Finance Ltd Union Capital Markets Ltd Finmal Finance Services Ltd Options Securities Ltd Valmon Securities Ltd First Alstate Securities Ltd Partnership Investment Co. Ltd Valueline Securities & Investment Ltd First Stockbrokers Ltd Peninsula Assets Mgt & Investment Co Ltd Vision Trust & Investment Ltd Folu Securities Ltd Perfecta Investment Trust Ltd Vetiva Capital Management Ltd Forte Asset Management Ltd Wizetrade Capital Asset & Mgt Ltd Fountain Securities Ltd Yobe Investment Company Ltd FutureView Investment and Securities Ltd

67 APPENDIX 3: APPLICATION FORM

Application List Opens Application List Closes [29] June 2009 [30] June 2009 UBA Capital (Africa) Limited RC 444999

BGL Securities Limited FutureView Financial Services Limited Stanbic IBTC Bank Plc RC 223042 RC 217005 RC 125097

on behalf of

IMO STATE GOVERNMENT OF NIGERIA

Offer for Subscription and are authorised to receive applications for

N18,500,000,000 15.5% Fixed Rate Bonds due 30 June 2016

At N1.00 per unit

PAYABLE IN FULL ON APPLICATION

Applications must be made in accordance with the instructions set out on the back of this Application Form. Care must be taken to follow these instructions as applications that do not comply may be rejected.

To: UBA Capital (Africa) Limited BGL Securities Limited Futureview Financial Services Limited Stanbic IBTC Bank Plc DECLARATION  I/We am/are 18 years of age or over Number of units applied for: ______

 I/We attach the amount payable in full on application for the above number of Value of units applied for: N= ______Bonds in the above-mentioned Imo State Government Bond Offer. I/We agree to Cheque details:- accept the same or any smaller number of Bonds in respect of which allotment may Value of cheque/bank draft: N= ______be made upon the terms of the Supplementary Prospectus dated June 2009 and subject to the Imo State Development Bonds Law No. 6 of 2008. Name of bank/branch: ______

 I/We authorise you to send a certificate and/or a cheque for any amount overpaid, ______by registered post to the address first given below and to procure registration in my/our name as the holder(s) of such number of the Bonds or such smaller number, Cheque number: ______as aforesaid. GUIDE TO APPLICATION  I/We declare that I/we have read a copy of the Supplementary Prospectus for the Number of Bonds applied for Amount Payable Series 1 Bonds issued by the Issuing Houses on the authority of Imo State 10,000,000 minimum N=10,000,000.00 Government. Subsequent multiples of 1,000,000 N=1,000,000.00

PLEASE COMPLETE IN BLOCK LETTERS AND IN BLACK INK Date:...... 2009 APPLICANT FOR REGISTRAR’S USE ONLY

Authorised signatories ...... Number of Bonds Applied For

______Company’s Name ...... Number of Bonds Allotted

______Registered Address...... Amount Paid

...... N= ______Value of Bonds Allotted

Full Postal Address...... N= ______Amount to be returned ...... N= ______Cheque Number Daytime Telephone Number......

STAMP OF ISSUING HOUSE Name of bank/branch...... Bank Account No ......

Incorporation Number and Seal of Corporate Applicant

68

APPENDIX 4: INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM

1. Applications should be made on the Application Form. Applications made on photocopies copies of the Application Form will not be accepted.

2. Applications must not be for less than the minimum number of Bonds stated on the Application Form. Applications for more than the minimum number of Bonds must be in the multiples stated on the Application Form. The number of Bonds for which an application is made and the amount of the cheque or bank draft attached should be entered in the boxes provided.

3. The Application Form when completed should be lodged with UBA Capital (Africa) Limited, BGL Securities Limited, FutureView Financial Services Limited or Stanbic IBTC Bank PLC. Applications must be accompanied by a cheque or bank draft made payable to UBA Capital (Africa) Limited, BGL Securities Limited, FutureView Financial Services Limited or Stanbic IBTC Bank PLC, to whom the application is submitted, for the full amount payable on application. The cheque or draft must be drawn on a bank and crossed “IMO STATE BONDS”. All bank commissions and transfer charges must be prepaid by the applicant. All cheques and drafts will be presented upon receipt and all applications in respect of which cheques are returned unpaid will be rejected.

4. The applicant should make only one application, whether in his own name or in the name of a nominee. Multiple or suspected multiple applications will be rejected.

5. Applications from corporate bodies must bear the corporate body’s seal and be completed under the hand of a duly authorised official.

6. Applications from a pension or provident fund must be in the name of each individual trustee unless the trustee is a limited liability company.

7. The applicant should not print his signature. If he is unable to sign in the normal manner he should be treated for the purpose of this Offer as an illiterate and his right thumb print should be clearly impressed on the Application Form.

Application Form

IMO STATE GOVERNMENT ISPO BACKED BOND ISSUE

69