This document is important and you are advised to carefully read and understand its contents. If you are in any doubt about its contents or the action to take, kindly consult your Stockbroker, Accountant, Banker, Solicitor or any other professional adviser for guidance immediately. “FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, PLEASE REFER TO THE SECTION ON “RISK FACTORS” COMMENCING ON PAGE 18 – 21 OF THIS PROSPECTUS FEDERAL GOVERNMENT OF NIGERIA Pursuant to the Local Loans (Registered Stock and Securities) Act, CAP. L17, LFN 2004 FBNQUEST MERCHANT BANK LIMITED & LOTUS FINANCIAL SERVICES LIMITED on the authority of the FGN ROADS SUKUK COMPANY 1 PLC Offers for Subscription and is authorized to receive applications for Up to N150,000,000,000 7-Year 11.20% Ijarah Sukuk due 2027 Issue Price: N1,000 per unit Opening Date: May 21, 2020 Closing Date: June 02, 2020 Settlement Date: June 09, 2020 Payable in full on Application Financial Advisers RC: 264978 RC: 1078362 This Prospectus is dated June 09, 2020 TABLE OF CONTENTS IMPORTANT NOTICE ............................................................................................................................................................. 3 DEFINITION OF TERMS.......................................................................................................................................................... 5 OVERVIEW OF THE OFFERING ............................................................................................................................................ 10 STRUCTURE DIAGRAM ........................................................................................................................................................ 14 [PRONOUNCEMENT] .......................................................................................................................................................... 16 DESCRIPTION OF THE ISSUER (FGN ROADS SUKUK COMPANY 1 PLC) ............................................................................... 32 SUMMARY OF THE PRINCIPAL TRANSACTION DOCUMENTS ............................................................................................ 35 OVERVIEW OF NIGERIA ...................................................................................................................................................... 36 TERMS & CONDITIONS ....................................................................................................................................................... 93 SUBSCRIPTION AND SALE ................................................................................................................................................. 105 PARTIES TO THE OFFER ..................................................................................................................................................... 109 FGN ROADS SUKUK COMPANY 1 PLC up to N150,000,000,000 7-YEAR SUKUK DUE 2027 2 IMPORTANT NOTICE 1. Presentation of Information The information set forth herein has been obtained from public or official sources that are believed to be reliable, but is not guaranteed as to the accuracy or completeness. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Prospectus nor any issue made hereunder or any future use of this Prospectus shall, under any circumstance, create any impression that there has been no change in the affairs of the Sponsor since the date hereof. All financial and other information presented in this Prospectus have been derived from official publications of, and information supplied by, a number of agencies and ministries of the Federal Government of Nigeria (“FGN”), except for information expressly attributed to other sources. The presentation of certain information, including tables of receipts and other revenues, is intended to show recent historical information and is not intended to indicate future or continsuing trends in the financial position or other affairs of the Federal Republic of Nigeria (“FRN”) or the Issuer. No representation is made that past experience, as it might be shown by such financial and other information, will necessarily continue or be repeated in the future. A wide variety of other information concerning the Sponsor is available on the Sponsor’s website (www.dmo.gov.ng) and other authorized publicly available publications. Any such information that is inconsistent with the information set forth in this Prospectus should be disregarded. No such information is a part of, or incorporated into this Prospectus. 2. Statistical Information Unless otherwise indicated, the statistical information regarding the Federal Republic of Nigeria indicated in this Prospectus have been derived from the official publications of, and information supplied by, a number of agencies and ministries of the FGN including the Central Bank of Nigeria (“CBN”), the Debt Management Office (“DMO”), the Federal Ministry of Works and Housing (“FMWH ”), the National Bureau of Statistics (“NBS”), the Budget Office of the Federation, and the Office of the Accountant General of the Federation (“OAGF”). Some statistical information have also been derived from information made publicly available by the International Monetary Fund (“IMF”), The World Bank Group (“WBG”) and other third parties. Where information has been so sourced, the source is stated where it appears in this Prospectus. 3. Rounding Certain numerical figures included in this Prospectus have been subject to rounding adjustments. Accordingly, figures shown in the same category presented in different tables may vary slightly and figures shown in totals in certain tables may not be the arithmetic aggregation of the figures which precede them. 4. Forward-Looking Statements Certain statements included herein and in any Prospectus may constitute forward looking statements that involve a number of risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Such forward looking statements can be identified by the use of forward looking terminology such as “believes”, “expects”, “may”, “are expected to”, “intends”, “will”, “will continue”, “should”, “would be”, “seeks”, “approximately” or “anticipates” or similar expressions or the negative thereof or other variations thereof or comparable terminology. Prospective investors should be aware that forward looking statements are not guarantees of future development of the country as this may differ materially from those made in or suggested by the forward looking statements contained in this Prospectus. FGN ROADS SUKUK COMPANY 1 PLC up to N150,000,000,000 7-YEAR SUKUK DUE 2027 3 IMPORTANT NOTICE The Sponsor does not undertake any obligation to update or revise any forward looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward looking statements attributable to the Issuer or to persons acting on its behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this Prospectus. FGN ROADS SUKUK COMPANY 1 PLC up to N150,000,000,000 7-YEAR SUKUK DUE 2027 4 DEFINITION OF TERMS TERM MEANING “Allocated Lands” The undeveloped lands being roads designated as federal highways transferred to the Lessor by the Lessee under the Letter of Allocation for construction and/or rehabilitation of Roads as more particularly described on pages 22 - 31 of this Prospectus. “Allotment Date” The date on which the Sukuk is allotted to investors “Board” or “Directors” or “Board” The Board of Directors of the Issuer of Directors” “Board Resolution” The Resolution of the Board of the Issuer dated 07 February, 2020 authorizing the Sukuk issuance “Business Day” Any day except Saturdays, Sundays and public holidays declared by the Federal Government of Nigeria “CAMA” Companies and Allied Matters Act Cap C20 LFN, 2004 (as amended from time to time) “CBN” Central Bank of Nigeria “Certificates or Sukuk The investment certificates of equal value issued by the Issuer/Trustee, Certificates” representing the undivided ownership of the Sukukholder in the Trust Assets and/or usufruct and/or rights to the rental receivables from the Trust Assets subject to the terms of the Deed of Declaration of Trust “Certificate of Completion” A document certified by the Engineer showing that the construction or rehabilitation of a road has been completed to the satisfaction of the Engineer and endorsed by the PMC “CITA” Companies Income Tax Act Cap. C21 LFN, 2004 (as amended by the Companies Income Tax (Amendment Act No. 11 of 2007) “Collection Account” The non-interest account for collection of Subscription Amounts from investors provided on page 105 of this Prospectus “Construction Agency The agreement between the Issuer and the FGN (represented by the Agreement” Honorable Minister of the Federal Ministry of Works and Housing ), in which the Issuer authorizes the FGN to select contractors to develop the Lease Assets on behalf of the Issuer “Construction Contract” The contracts for the construction, development or rehabilitation of the Lease Assets “Contractors” Any third-party road construction companies appointed by the FGN to undertake the Road construction works; “CSCS” or the “Clearing System” Central Securities Clearing System PLC “DMO” Debt Management Office “Declaration of Trust” or “Trust The trust deed between the Issuer, the