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THE FEDERAL REPUBLIC of NIGERIA US$500,000,000 5.125 Per Cent

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THE FEDERAL REPUBLIC of NIGERIA US$500,000,000 5.125 Per Cent THE FEDERAL REPUBLIC OF NIGERIA US$500,000,000 5.125 per cent. Notes due 2018 Issue Price 98.917 per cent. and US$500,000,000 6.375 per cent. Notes due 2023 Issue Price 98.193 per cent. Application has been made to the Financial Conduct Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the “UK Listing Authority”) for the US$500,000,000 5.125 per cent. Notes due 2018 (the “2018 Notes”) and for the US$500,000,000 6.375 per cent. Notes due 2023 (the “2023 Notes” and, together with the 2018 Notes, the “Notes”) issued by the Federal Republic of Nigeria (the “Issuer”, the “Federal Republic” or “Nigeria”) to be admitted to the Official List of the UK Listing Authority and to the London Stock Exchange plc (the “London Stock Exchange”) for the Notes to be admitted to trading on the Regulated Market of the London Stock Exchange. The Regulated Market of the London Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). The 2018 Notes will, unless previously redeemed or cancelled, be redeemed at their principal amount with payment in full on 12 July 2018. The 2023 Notes will, unless previously redeemed or cancelled, be redeemed at their principal amount with payment in full on 12 July 2023. See “Terms and Conditions of the Notes—7. Redemption and Purchase”. The 2018 Notes will bear interest from and including 12 July 2013 at the rate of 5.125 per cent. per annum payable semi-annually in arrear on 12 January and 12 July in each year. The 2023 Notes will bear interest from and including 12 July 2013 at the rate of 6.375 per cent. per annum payable semi-annually in arrear on 12 January and 12 July in each year. The first payment of interest on each of the 2018 Notes and the 2023 Notes will be made on 12 January 2014 for the period from and including 12 July 2013 to but excluding 12 January 2014. Payments on the Notes will be made in US dollars without deduction for or on account of any Nigerian withholding taxes unless the withholding is required by law, in which case the Issuer will pay additional amounts, if any, in respect of such taxes as described herein. See “Terms and Conditions of the Notes—8. Taxation”. The Notes are expected to be rated BB- by Fitch Ratings Ltd. (“Fitch”) and BB- by Standard & Poor’s Credit Market Services Europe Ltd. (“S&P”). All references to S&P and Fitch included in this document are to the entities as defined in this paragraph. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Each of S&P and Fitch is established in the European Union and registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies (the “CRA Regulation”). In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation, unless the rating is provided by a credit rating agency operating in the European Union before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration is pending. An investment in the Notes involves certain risks. Prospective investors should consider the factors described in “Risk Factors” beginning on page 10. The Notes have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or delivered within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Notes are being offered, sold or delivered: (a) in the United States only to qualified institutional buyers (“qualified institutional buyers”) (as defined in Rule 144A under the Securities Act (“Rule 144A”)) in reliance on, and in compliance with, Rule 144A; and (b) outside the United States in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Each purchaser of the Notes will be deemed to have made the representations described in “United States Transfer Restrictions” and is hereby notified that the offer and sale of Notes to it is being made in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A. In addition, until 40 days after the commencement of the offering, an offer or sale of any of the Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if the offer or sale is made otherwise than in accordance with Rule 144A. Neither this Prospectus nor the Notes are required to be registered or cleared under the regulations of the Securities and Exchange Commission of Nigeria (the “Nigerian SEC”). Citigroup Global Markets Limited and Deutsche Bank AG, London Branch (the “Joint Lead Managers”) expect to deliver the Notes to purchasers in registered book entry form through the facilities of The Depository Trust Company (“DTC”), Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) on or about 12 July 2013. See “Subscription and Sale”. 2018 Notes sold in offshore transactions in reliance on Regulation S will be issued initially in the form of a registered global note certificate (the “2018 Unrestricted Global Note Certificate”) and 2023 Notes sold in offshore transactions in reliance on Regulation S will be issued initially in the form of a registered global note certificate (the “2023 Unrestricted Global Note Certificate” and, together with the 2018 Unrestricted Global Note Certificate, the “Unrestricted Global Note Certificates”), which will be deposited outside the United States with a common depositary for Euroclear and Clearstream, Luxembourg and registered in the name of a nominee for such common depositary. 2018 Notes sold to qualified institutional buyers in reliance on Rule 144A will be issued initially in the form of a registered global note certificate (the “2018 Restricted Global Note Certificate”) and 2023 Notes sold to qualified institutional buyers in reliance on Rule 144A will be issued initially in the form of a registered global note certificate (the “2023 Restricted Global Note Certificate” and, together with the 2018 Restricted Global Note Certificate, the “Restricted Global Note Certificates”), which will be deposited with DTC, or a custodian of DTC, and registered in the name of a nominee of DTC. The Unrestricted Global Note Certificates together with the Restricted Global Note Certificates are collectively referred to as the “Global Note Certificates”. See “Form of Notes”. Joint Lead Managers and Bookrunners Citigroup Deutsche Bank The date of this Prospectus is 10 July 2013. RESPONSIBILITY STATEMENT The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. To the best of the knowledge and belief of the Issuer, the information contained in this Prospectus is true and accurate in every material respect and is not misleading in any material respect and this Prospectus, insofar as it concerns such matters, does not omit to state any material fact necessary to make such information not misleading. The opinions, assumptions, intentions, projections and forecasts expressed in this Prospectus with regard to the Issuer are honestly held by the Issuer, have been reached after considering all relevant circumstances and are based on reasonable assumptions. IMPORTANT NOTICE This Prospectus constitutes a prospectus for the purposes of Article 5 of the Directive 2003/71/EC (as amended, including by Directive 2010/73/EU, the “Prospectus Directive”). No person has been authorised to give any information or to make any representation other than those contained in or consistent with this document in connection with the offering of the Notes (the “Offering”) and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer or the Joint Lead Managers. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof. This document may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such an offer or solicitation is not authorised or is unlawful, including to persons in Nigeria. See “Subscription and Sale”. Generally, investment in emerging markets such as Nigeria 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 are urged to consult their own legal and financial advisers before making an investment in the Notes. Such risks include, but are not limited to, higher volatility and more limited liquidity in respect of the Notes, a narrow export base, budget deficits, lack of adequate infrastructure necessary to accelerate economic growth and changes in the political and economic environment.
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