THIS DOCUMENT IS IMPORTANT AND YOU ARE ADVISED TO CAREFULLY READ AND UNDERSTAND ITS CONTENTS. IF YOU ARE IN DOUBT ABOUT ITS CONTENTS OR THE ACTION TO TAKE PLEASE CONSULT YOUR STOCKBROKER, SOLICITOR, BANKER OR AN INDEPENDENT INVESTMENT ADVISER. THIS PROSPECTUS HAS BEEN SEEN AND APPROVED BY THE MEMBERS OF THE ONDO STATE EXECUTIVE COUNCIL AND THEY JOINTLY AND INDIVIDUALLY ACCEPT FULL RESPONSIBILITY FOR THE ACCURACY OF ALL INFORMATION GIVEN AND CONFIRM THAT, AFTER HAVING MADE INQUIRIES WHICH ARE REASONABLE IN THE CIRCUMSTANCES AND TO THE BEST OF THEIR KNOWLEDGE AND BELIEF, THERE ARE NO OTHER FACTS, THE OMISSION OF WHICH WOULD MAKE ANY STATEMENT HEREIN MISLEADING. For information about risks factors which should be considered by prospective investors, see Risk Factors on page 37. THE ONDO STATE GOVERNMENT OF NIGERIA SUPPLEMENTARY SHELF PROSPECTUS OFFER FOR SUBSCRIPTION OF ONDO STATE N27,000,000,000 [15.5%] FIXED RATE BOND [SERIES 1] 2012/2019 [UNDER THE N50,000,000,000 DEBT ISSUANCE PROGRAMME] THIS SUPPLEMENTARY SHELF PROSPECTUS AND THE SECURITIES THAT IT OFFERS HAVE BEEN APPROVED AND REGISTERED BY THE SECURITIES & EXCHANGE COMMISSION. IT IS A CIVIL WRONG AND CRIMINAL OFFENCE UNDER THE INVESTMENTS AND SECURITIES ACT (NO. 29 OF 2007) TO ISSUE A PROSPECTUS WHICH CONTAINS FALSE OR MISLEADING INFORMATION. THE CLEARANCE AND REGISTRATION OF THIS PROSPECTUS AND THE SECURITIES WHICH IT OFFERS DOES 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 SUPPLEMENTARY SHELF PROSPECTUS AND ANY SUPPLEMENTARY PROSPECTUS THEREAFTER DOES NOT IN ANY WAY WHATSOEVER SUGGEST THAT THE SECURITIES AND EXCHANGE COMMISSION ENDORSES OR RECOMMENDS THE SECURITIES OR ASSUMES RESPONSIBILITY FOR THE CORRECTNESS OF ANY STATEMENT MADEOR OPINION OR REPORT EXPRESSED THEREIN. THIS SUPPLEMENTARY SHELF PROSPECTUS IS A DRAFT RED HERRING PROSPECTUS AND IS ISSUED IN ACCORDANCE WITH SECURITIES & EXCHANGE COMMISSION GUIDELINES ON BOOK BUILDING. THE PROSPECTUS DOES NOT HAVE COMPLETE PARTICULARS OF THE COUPON TO BE PAID ON THE BONDS BEING OFFERED. UPON THE APPROVAL OF THE SECURITIES & EXCHANGE COMMISSION, AND BEFORE THE BID OPENING DATE, THIS DOCUMENT WILL BECOME A RED HERRING PROSPECTUS. THIS DOCUMENT WILL BECOME A PROSPECTUS UPON FILING WITH THE SECURITIES & EXCHANGE COMMISSION AFTER THE DETERMINATION OF THE COUPON. LEAD ISSUING HOUSE C Capital Partners RC: 733583 JOINT ISSUING HOUSES RC:229205 RC: 446599 RC: 446561 RC: 103022 RC: 672560 RC: 125097 RC: 356853 RC: 370890 This Prospectus will be available on the following websites from Dec. 30, 2011 to Jan. 30, 2012: www.ondostate.gov.ng; www.sec.gov.ng; www.radixng.com; www.lgcapitalng.com; www.fbncapital.com; www.firstcitygroup.com; www.fidelitybankplc.com; www.skyefinancialservices.com; www.ibtc.com; www.standardchartered.com; www.unioncapitalmarkets.com This Offer is restricted to Qualified Institutional Investors and High Networth Individuals as defined under Rule 78(C) (2) of the Rules and Regulations of the Securities & Exchange Commission. THIS SUPPLEMENTARY SHELF PROSPECTUS IS DATED FEBRUARY 14, 2012 TABLE OF CONTENTS 1. Abridged Timetable 3 2. Parties to the Programme 4 3. Declaration by the Issuer 10 4. Summary of the Bond Issue 11 5. Extract from Issue Ratings Report 14 6. Use of Proceeds 16 7. Description of Projects 17 8. Historical Financial Information 26 8.1. Reporting Accountants' Report 26 8.2. Statement of Accounting Policies 27 8.3. Statement of Adjusted Assets & Liabilities 28 8.4. Statement of Consolidated Revenue Fund 29 8.5. Notes to the Financial Statements 30 9. Financial Forecasts 32 9.1. Reporting Accountants' Report 32 9.2. Revenue and Expenditure Forecast 33 9.3. Assessment of Bond – Related Cash Flows 35 9.4. Bases & Assumptions 36 10. Risk & Mitigating Factors 37 11. Statutory & General Information 41 11.1. Material Contracts 41 11.2. Relationship between Parties 41 11.3. Charges Costs & Expenses 41 11.4. Extract from Supplemental Trust Deed 41 11.5. Remittance to Sinking Fund 44 12. Procedure for Application and Allotment 44 12.1. Application 44 12.2. Payment Instructions 45 12.3. Allocation/Payment 45 12.4. Details of Bank Account 46 13. Application Form 47 2 1. ABRIDGED TIMETABLE Date Activity Responsibility Circulate Red Herring Prospectus to Qualified Dec. 29, 2011 Issuing Houses Investors (Premarketing) Dec. 30, 2011 Book opens Book Runners Jan. 31, 2012 Book closes Book Runners Determine Coupon Rate and Aggregate Amount of Feb. 08, 2012 Book Runners/ODSG Bonds to be Issued Feb. 09, 2012 Dispatch Allotment Confirmation Letters Book Runners Feb. 09, 2012 File amended/updated prospectus with the SEC Issuing Houses Feb. 13, 2012 Effect Payment for Allotted Bonds Allottees/Participants Hold Completion Meeting [Application List Opens Feb. 14, 2012 Issuing Houses/ODSG and Closes] Allotment of bonds to Qualified Investors/Net issue Feb. 15, 2012 Issuing Houses/Receiving Bank proceeds remitted to ODSG Feb. 16, 2012 File Allotment Schedule with SEC Issuing Houses Feb. 17, 2012 Credit CSCS Accounts/Dispatch Bond Certificates Registrars Feb. 17, 2012 File executed documents with the SEC Issuing Houses Feb. 20, 2012 Publish Allotment Announcement Issuing Houses Feb. 22, 2012 Listing of bonds on the Nigerian Stock Exchange Stockbrokers Feb. 23, 2012 Trading of bond commences Stockbrokers/ Primary Dealers Feb. 24, 2012 File Summary Report to SEC Issuing House The dates are indicative only and are subject to change without prior notice 3 2. PARTIES TO THE ISSUE Issuer The Ondo State Government Ondo State Secretariat, Akure Ondo Representatives of the State Executive Council His Excellency, Dr. Olusegun Mimiko Governor and Chairman State Executive Council Alhaji Alli Olanusi Deputy Governor Dr. Aderotimi Adelola Secretary to the State Government Chief Yele Ogundipe Honourable Commissioner for Finance Mr. Akin Adaramola Honourable Commissioner for Economic Planning & Budget Mr. Eyitayo Jegede (SAN) Honourable Commissioner for Justice & Attorney General Engr. Gboye Adegbenro Honourable Commissioner for Works Engr. Ademola Olorunfemi Honourable Commissioner for Agriculture Mrs. Margret Akinsuroju Honourable Commissioner for Adult, Technical & Vocational Education Mr. Tayo Akinjomo Honourable Commissioner for Commerce & Industry Mr. Clement Faboyede Honourable Commissioner for Community Development & Coop Services Mr. Ayodeji Falae Honourable Commissioner for Culture & Tourism Mr. Aderemi Olatubora Honourable Commissioner for Education Mr. Taye Akinyele Honourable Commissioner for Employment, Labour & Productivity Chief Sola Ebiseni Honourable Commissioner for Environment & Mineral Resources Dr. Dayo Adeyanju Honourable Commissioner for Health Mr. Kayode Akinmade Commissioner for Information 4 PARTIES TO THE ISSUE CONT’D Representatives of the State Executive Council Alhaji Lasisi Oluboyo Continued Honourable Commissioner for Natural Resources Arc. Igbekele Daodu Honourable Commissioner for Physical Planning & Urban Development Mrs. Olayinka Alabi Honourable Commissioner for Women Affairs & Social Development Otunba Nicholas Tofowomo Honourable Commissioner for Transportation Mr. Temitayo Oluwatuyi Honourable Commissioner for Local Government & Chieftaincy Affairs Alhaji Yekini Olanipekun Honourable Commissioner for Youth Development & Sports Mr. Ajose Kudehibu Head of Service Dr. Kola Ademujimi Chief of Staff to the Governor Accountant-General to the State Mr. Lawrence Layiwola Ibukun Ondo State Secretariat, Akure Ondo Auditor-General to the State Mr. Sunday Omoniyi Adegoke Ondo State Secretariat, Akure Ondo Lead Issuing House Radix Capital Partners Limited AIICO House, 3rd Floor PC 12 Afribank Street Victoria Island, Lagos Joint Issuing Houses FBN Capital Limited 16 Keffi Street Ikoyi, Lagos FCMB Capital Markets Limited Primrose Tower Tinubu Square Lagos Fidelity Bank PLC 2 Kofo Abayomi Street Victoria Island Lagos 5 2. PARTIES TO THE ISSUE CONT’D Joint Issuing Houses Cont’d Longterm Global Capital Limited 2A Idanre Close Osborne Estate Ikoyi Lagos Skye Financial Services Limited Plot 287 Ajose adeogun Street Victoria Island Lagos Stanbic IBTC Bank PLC I.B.T.C Place Walter Carrington Crescent Victoria Island Lagos Standard Chartered Bank Nigeria Limited 142 Ahmadu Bello Way Victoria Island Lagos Union Capital Markets Limited Plot 97 Ahmadu Bello Way Victoria Island Lagos Lead Stockbroker Security Swaps Limited Okoi Arikpo House, 1st Floor 5 Idowu Taylor Street Victoria Island Lagos Joint Stockbrokers Capital Assets Limited 8th Floor, Bookshop House 50/52 Broad Street Lagos Chapel Hill Denham Securities Limited 2nd Floor 45 Saka Tinubu Street Victoria Island Lagos Cowry Asset Management Limited Plot 1319 Karimu Kotun Street Victoria Island Lagos F & C Securities Limited 13 Ribadu road Off Awolowo Road Ikoyi Lagos Greenwich Securities Limited Plot 1698A Oyin Jolayemi Street Victoria Island Lagos 6 2. PARTIES TO THE ISSUE CONT’D Joint Stockbrokers Cont’d GTI Capital Limited 4 Tinubu Street Lagos Independent Securities Limited 8 Idowu Taylor Street Victoria Island Lagos Integrated Trust & Investments Limited Integrated Trust House 2nd Floor, 61 Marina Lagos International Standard Securities Limited 144A Association Road Dolphin Osborne Ikoyi Lagos Interstate Securities Limited 14B Keffi Street SW Ikoyi Lagos Kedari Securities Limited Kedari House 8A Ojora close Off Idowu Martins Street Victoria Island Lagos Lakeworth Investments & Securities Limited First Bank Building 23/25