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Printmgr File PROSPECTUS DATED JUNE 20, 2017 $300,000,000 THE FEDERAL REPUBLIC OF NIGERIA 5.625% Diaspora Bonds due 2022 The Federal Republic of Nigeria (the “Issuer”or“Nigeria”) is offering $300,000,000 principal amount of its 5.625% Diaspora Bonds due 2022, (the “Bonds”or“Diaspora Bonds”). The Bonds will constitute direct, general, unconditional and unsubordinated external indebtedness of the Issuer. The full faith and credit of the Issuer will be pledged for the due and punctual payment of all principal and interest on the Bonds. The Issuer will pay interest on June 27 and December 27 of each year, commencing on December 27, 2017. The Bonds will mature on June 27, 2022, and will not be redeemable prior to maturity. Application will be made to the Financial Conduct Authority in its capacity as competent authority (the “UK Listing Authority”) under the Financial Services and Markets Act 2000 (the “FSMA”) for the Bonds to be admitted to the official list of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for the Bonds to be admitted to trading on the regulated market of the London Stock Exchange (the “Regulated Market”). In addition, the Issuer intends to make an application, after the Bonds have been delivered against payment, for the Bonds to be listed on The Nigerian Stock Exchange (“NSE”) and/or the Financial Markets Dealers Quotations Over-the-Counter Securities Exchange (“FMDQ”). However, the Bonds will not be traded on the NSE or the FMDQ unless appropriate protocols are put in place after the Bonds are delivered against payment. References in the Prospectus, as defined below, to Bonds being “Listed” (and all related references) shall mean that the Bonds have been admitted to trading on the London Stock Exchange’s Regulated Market and have been admitted to the Official List. The Regulated Market of the London Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). See the section entitled “Risk Factors” beginning on page 16 for a discussion of certain factors you should consider before investing in the Bonds. The Bonds contain “collective action clauses.” Under these provisions, which are described beginning on page 45, the Issuer may amend the due dates and amounts of principal of and interest on the Bonds and other reserve matters listed in the fiscal agency agreement with the consent of the holders of: (1) with respect to a single series of Bonds, more than 75% of the aggregate principal amount of the outstanding Bonds of such series; (2) with respect to two or more series of Bonds, if certain “uniformly applicable” requirements are met, more than 75% of the aggregate principal amount of the outstanding Bonds of all series affected by the proposed modification, taken in the aggregate; or (3) with respect to two or more series of Bonds, more than 66 2⁄3%ofthe aggregate principal amount of the outstanding Bonds of all series affected by the proposed modification, taken in the aggregate, and more than 50% of the aggregate principal amount of the outstanding Bonds of each series affected by the proposed modification, taken individually, whether or not certain “uniformly applicable” requirements are met. Per Bond Total Public Offering Price ..................................... 100.00% $300,000,000 Underwriting discount(1) .................................. 0.80% $ 2,400,000 Proceeds, before expenses, to the Issuer ...................... 99.20% $297,600,000 (1) We have agreed to reimburse the underwriters for certain expenses. See “Plan of Distribution.” Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Bonds or determined that this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The Joint Lead Managers are offering the Bonds subject to various conditions. The Joint Lead Managers expect to deliver the Bonds on or about June 27, 2017 (the “Issue Date”), through the book-entry facilities of The Depository Trust Company (“DTC”) for the accounts of its participants, including Euroclear Bank, SA/NV and Clearstream Banking, S.A., and its indirect participants, against payment in same-day funds. International Joint Lead Managers BofA Merrill Lynch Standard Bank Nigerian Joint Lead Managers First Bank UBA The date of this prospectus is June 20, 2017. TABLE OF CONTENTS Important Notices ....................................................................... iv How Do I Use This Prospectus? ............................................................ vii Presentation of Economic and Other Information .............................................. viii Exchange Rate .......................................................................... x Service of Process and Enforcement of Civil Liabilities ......................................... xii Forward-Looking Statements .............................................................. xv 1. OVERVIEW ......................................................................... 1 2. SUMMARY ......................................................................... 6 3. RISK FACTORS ...................................................................... 16 4. INFORMATION ABOUT THE BONDS ................................................... 34 General Terms of the Bonds ........................................................... 39 Status of the Bonds .................................................................. 40 Payments of Principal and Interest ...................................................... 40 Payment of Additional Amounts ........................................................ 41 Negative Pledge ..................................................................... 41 Default and Acceleration of Maturity .................................................... 42 Redemption and Repurchase ........................................................... 43 Fiscal Agent ........................................................................ 43 Paying Agents; Transfer Agents; Registrar ................................................ 43 Global Bond; Definitive Bonds ......................................................... 43 Notices ............................................................................ 45 Further Issues of the Bonds ............................................................ 45 Meetings, Amendments and Waivers/Aggregated Collective Action Securities ................... 45 Judgment Currency .................................................................. 48 Governing Law and Consent to Service .................................................. 49 Definitions ......................................................................... 50 5. HOW TO APPLY FOR THE BONDS ..................................................... 51 6. PLAN OF DISTRIBUTION ............................................................. 53 7. CLEARING AND SETTLEMENT ....................................................... 57 8. TAXATION ......................................................................... 60 9. USE OF PROCEEDS .................................................................. 67 10. INFORMATION ABOUT THE ISSUER .................................................. 10A. THE FEDERAL REPUBLIC OF NIGERIA .......................................... 68 Location and Geography .......................................................... 68 History ........................................................................ 69 Political System ................................................................. 71 Population, Education and Health ................................................... 76 Political Parties ................................................................. 79 Legal Proceedings ............................................................... 81 Terrorism and Anti-Terrorism Measures ............................................. 85 Foreign Relations ............................................................... 87 Membership of International and Regional Organizations ................................ 89 10B. THE ECONOMY ............................................................... 92 Overview ...................................................................... 92 Gross Domestic Product .......................................................... 94 Principal Sectors of the Economy ................................................... 101 OilandGas .................................................................... 101 Agriculture .................................................................... 121 Mining and Quarrying ............................................................ 124 Manufacturing .................................................................. 124 Construction ................................................................... 125 i Trade ......................................................................... 126 Financial Institutions ............................................................. 126 Tourism ....................................................................... 126 Informal Economy ............................................................... 126 Employment and Labor ........................................................... 127 Environment ................................................................... 128 Transport .....................................................................
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