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Base Prospectus the FEDERAL REPUBLIC of NIGERIA U.S.$4,500,000,000 Global Medium Term Note Programme

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Base Prospectus the FEDERAL REPUBLIC of NIGERIA U.S.$4,500,000,000 Global Medium Term Note Programme Base Prospectus THE FEDERAL REPUBLIC OF NIGERIA U.S.$4,500,000,000 Global Medium Term Note Programme Under this U.S.$4,500,000,000 Global Medium Term Note Programme (the “Programme”), the Federal Republic of Nigeria (the “Issuer”) may from time to time issue notes (the “Notes”) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). A13.4.1 Notes may be issued in bearer or registered form (respectively “Bearer Notes and Registered Notes”). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed U.S.$4,500,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. A13.4.4(i) The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview of the Programme” and any additional Dealer appointed under the Programme from time to time by the Issuer (each a “Dealer” and together the “Dealers”), which appointment may be A13.4.5 for a specific issue or on an ongoing basis. References in this Base Prospectus to the “relevant Dealer” shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors”. Application has been made to the Financial Conduct Authority in its capacity as competent authority (the “UK Listing Authority”) for Notes issued under the Programme during the period of twelve (12) months from the date of this Base Prospectus to be admitted to the official list of the A13.4.13 UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Notes to be admitted A13.5.1 to trading on the London Stock Exchange’s regulated market. References in this Base Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on A13.2 the London Stock Exchange’s regulated market and have been admitted to the Official List. The London Stock Exchange’s regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). A16.2 The requirement to publish a prospectus under the Prospectus Directive (as defined under “Important Information” below) only applies to Notes which are to be admitted to trading on a regulated market in the European Economic Area (the “EEA”) and/or offered to the public in the EEA other than in circumstances where an exemption is available under Article 3.2 of the Prospectus Directive. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set out in a final terms document (the “Final Terms”) which will be delivered to the UK Listing Authority and, where listed, the London Stock Exchange. Copies of Final Terms in relation to Notes to be listed on the London Stock Exchange will also be published on the website of the London Stock Exchange through a regulatory information service. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or any U.S. State securities laws and may not be offered or sold in the United States except pursuant to an exemption from, or transaction not subject to, the registration requirements of the Securities Act and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. See “Form of the Notes” for a description of the manner in which Notes will be issued. Registered Notes are subject to certain restrictions on transfer, see “Subscription and Sale and Transfer and Selling Restrictions”. Neither this Base Prospectus nor the Notes are required to be registered or cleared under the Nigeria Investments and Securities Act No. 29 of 2007 or regulations of the Securities and Exchange Commission of Nigeria (the “Nigerian SEC”). The Notes have not been registered with, recommended by or approved or disapproved by the Nigerian SEC nor has the Nigerian SEC confirmed the accuracy or determined the adequacy of this Base Prospectus. Although the Notes may not be offered or sold to the public within Nigeria, the Issuer may apply for Notes issued under the Programme to be eligible for trading or listed on the Financial Markets Dealers Quotations Over-the-Counter Securities Exchange (“FMDQ”) and/or the Nigerian Stock Exchange (“NSE”). The Issuer has been rated B2 by Moody’s Investors Service, Inc. (“Moody’s”), B+ by Fitch (Hong Kong) Limited (“Fitch”) and B by Standard & Poor’s Credit Market Services Europe Limited (“S&P”). A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension, reduction or withdrawal at any time by the assigning rating agency. Neither Moody's nor Fitch is established in the European Union and neither Moody's nor Fitch has applied for registration under the Regulation (EC) No. 1060/2009 (as amended) (the “CRA Regulation”). The ratings have been endorsed by Moody's Investors Service Limited and Fitch Ratings Ltd., respectively, in accordance with the CRA Regulation. Each of Moody's Investors Service Limited and Fitch Ratings Ltd. is established in the European Union and registered under the CRA Regulation. As such, each of Moody's Investors Service Limited and Fitch Ratings Ltd. is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation. The European Securities Markets Authority has indicated that ratings issued in the USA and Hong Kong which have been endorsed by Moody's Investors Service Limited and/or Fitch Ratings Ltd. may be used in the EU by the relevant market participants. S&P is established in the European Union and is registered under the CRA Regulation. As such, S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. Notes issued under the Programme may be rated or unrated by either/any one or more of the rating agencies referred to above. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms and will not necessarily be the same as the rating assigned to the Programme by the relevant rating agency. Arrangers and Dealers A13.7.1 Citigroup Standard Chartered Bank Financial Adviser to the Issuer Stanbic IBTC Capital The date of this Base Prospectus is 21 November 2017. IMPORTANT INFORMATION This Base Prospectus comprises a base prospectus in respect of all Notes issued under the Programme for the purposes of Article 5.4 of the Prospectus Directive. When used in this Base Prospectus, Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in a relevant Member State of the EEA. The Issuer accepts responsibility for the information contained in this Base Prospectus and the A13.1.1 Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge A13.1.2 A16.1.1 of the Issuer (having taken all reasonable care to ensure that such is the case) the information A16.1.2 contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Certain information under the heading “Book-entry Clearance Systems” has been extracted from information provided by the clearing systems referred to therein. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by the relevant clearing systems, no facts have been omitted which would render the reproduced information inaccurate or misleading. This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated in it by reference. See “Documents Incorporated by Reference”. This Base Prospectus shall be read and construed on the basis that those documents are incorporated and form part of this Base Prospectus. None of the Dealers or Stanbic IBTC Capital Limited (the “Financial Adviser”) has independently verified the information contained herein. Accordingly, no representation, warranty or A13.7.1 undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers or the Financial Adviser as to the accuracy or completeness of the information contained in this Base Prospectus or any other information provided by the Issuer in connection with the Programme. None of the Dealers or the Financial Adviser accepts any liability in relation to the information contained in this Base Prospectus or any other information provided by the Issuer in connection with the Programme. No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, any of the Dealers or the Financial Adviser.
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