|
SUMMARY OF THE NOTES
|
|||
|
1
|
Specified Currency:
|
Nigerian Naira (“NGN”), the lawful currency of the Federal Republic of Nigeria, provided that all payments in respect of the Notes will be made in
United States dollars (“USD”), subject to the provisions set out in Annex A hereto
|
|
|
2
|
Nominal Amount:
|
NGN 320,000,000,000
|
|
|
3
|
Type of Note:
|
Fixed Rate
|
|
|
4
|
Issue Date:
|
14 October 2026
|
|
|
5
|
Issue Price:
|
100 per cent. of the Nominal Amount
|
|
|
6
|
Maturity Date:
|
14 October 2027, subject to the provisions set out in Annex A hereto
|
|
|
7
|
Fungible with existing Notes:
|
No
|
|
|
FORM OF THE NOTES
|
|||
|
8
|
Form of Note:
|
Registered
|
|
|
9
|
New Global Note:
|
No
|
|
|
10
|
Specified Denomination:
|
NGN 25,000,000
|
|
|
11
|
Exchange of Bearer Notes:
|
Not Applicable
|
|
|
12
|
(a) Talons for future Coupons to be attached to definitive Bearer Notes:
|
Not Applicable
|
|
|
(b) Date(s) on which the Talons mature:
|
Not Applicable
|
||
|
13
|
(a) Depositary for and registered holder of Registered Global Note:
|
Registered Global Note to be deposited with a common depositary for Euroclear and Clearstream, Luxembourg and registered in the name of Citivic Nominees Limited as nominee for the common
depositary.
|
|
|
(b) Exchange of Registered Global Note:
|
Registered Global Note will only be exchangeable for definitive Registered Notes upon 45 days’ written notice in the limited circumstances as described on page 42 of the Offering Circular.
|
||
|
PROVISIONS RELATING TO INITIAL PAYMENT
|
|||
|
14
|
Partly Paid Notes:
|
No
|
|
|
PROVISIONS RELATING TO INTEREST
|
|||
|
15
|
Interest Commencement Date:
|
14 October 2026
|
|
| 16 |
Fixed Rate Notes:
|
||
|
(a) Fixed Rate of Interest:
|
15.00 per cent. per annum, payable annually in arrear on each Fixed Interest Date.
For the avoidance of doubt, the amount of interest payable per Specified Denomination on each Fixed Interest Date (the “Interest Amount”) shall be
payable in USD and calculated as detailed in Annex A hereto.
|
||
|
(b) Fixed Interest Dates:
|
14 October 2027, subject to adjustment in accordance with the Business Day Convention specified below and subject to the provisions set out in Annex A hereto.
|
||
|
(c) Initial Broken Amount per Specified Denomination:
|
Not Applicable
|
||
|
(d) Final Broken Amount per Specified Denomination:
|
Not Applicable
|
||
|
(e) Fixed Day Count Fraction:
|
Actual/Actual - ICMA
|
||
|
(f) Business Day Convention:
|
Following Business Day
|
||
|
(g) Business Day definition if different from that in Condition 4(a)(iii):
|
Condition 4(a)(iii) applies and, for the avoidance of doubt, Lagos shall be the principal financial centre. London and New York City shall be additional business centres
|
||
|
(h) Calculation of interest to be adjusted in accordance with Business Day
Convention specified above:
|
No
|
||
|
17
|
Zero Coupon Notes:
|
Not Applicable
|
|
|
18
|
Floating Rate Notes and Indexed Notes:
|
Not Applicable
|
|
|
PROVISIONS REGARDING PAYMENTS/DELIVERIES
|
|||
|
19
|
Definition of “Payment Day” for the purpose of Condition 6(e) if different to that set out in Condition 6:
|
Condition 6(e) applies and, for the avoidance of doubt, Lagos shall be the principal financial centre. London and New York City shall be additional business centres, subject to the provisions
set out in Annex A hereto
|
|
|
20
|
Dual Currency Notes:
|
Not Applicable
|
|
|
21
|
Physically Settled Notes:
|
Not Applicable
|
|
|
PROVISIONS REGARDING REDEMPTION/MATURITY
|
|||
|
22
|
(a) Redemption at Issuer’s option:
|
No
|
|
|
(b) Redemption at Noteholder’s option:
|
No
|
||
|
23
|
(a) Final Redemption Amount per Specified Denomination (other than an Indexed or Formula Note where the index or formula applies to the redemption amount):
|
100 per cent. per Specified Denomination, payable in USD and subject to the provisions set out in Annex A hereto
|
|
|
(b) Final Redemption Amount for each Indexed Note where the Index or Formula
applies to the Final Redemption Amount:
|
Not Applicable
|
||
|
24
|
Instalment Note:
|
Not Applicable
|
|
|
25
|
Early Redemption Amount for each Note payable on an event of default:
|
Condition 5(d) applies, subject to the provisions set out in Annex A hereto.
|
|
|
DISTRIBUTION, CLEARING AND SETTLEMENT PROVISIONS
|
|||
|
26
|
Method of distribution:
|
Non-syndicated
|
|
|
27
|
If Syndicated, names and addresses of Managers or, if Non-Syndicated name and address of the Dealer:
|
Goldman Sachs International
Plumtree Court
25 Shoe Lane
London EC4A 4AU
United Kingdom
|
|
|
28
|
Date of Syndication Agreement:
|
Not Applicable
|
|
|
29
|
Stabilising Manager(s):
|
Not Applicable
|
|
|
30
|
Additional selling restrictions:
|
Republic of Nigeria
The Notes have not been and will not be offered for circulation, distribution, placement, sale, purchase or other transfer in the territory of the Republic of Nigeria. Accordingly, nothing in
this document or any other documents, information or communications related to the Notes shall be interpreted as containing any offer or invitation to, or solicitation of, any such circulation, distribution, placement, sales, purchase or
other transfer in the territory of the Republic of Nigeria.
|
|
|
31
|
Details of additional/alternative clearing system approved by the Issuer and the Agent:
|
Not Applicable
|
|
|
32
|
Intended to be held in a manner which would allow Eurosystem eligibility:
|
No
|
|
|
33
|
Common Code:
|
353107526
|
|
|
ISIN Code:
|
XS3531075268
|
||
|
CUSIP Number:
|
Not Applicable
|
||
|
34
|
Listing:
|
Application will be made by the Issuer (or on its behalf) for the Notes to be admitted to the Official List of the UK Financial Conduct Authority and to be admitted to trading on the London
Stock Exchange plc’s Regulated Market.
|
|
|
35
|
In the case of Notes denominated in the currency of a country that subsequently adopts the euro in accordance with the Treaty establishing the European Community, as amended by the Treaty on
European Union, whether the Notes will include a redenomination clause providing for the redenomination of the Specified Currency in euro (a “Redenomination Clause”), and, if so specified, the wording of the Redenomination Clause in full
and any wording in respect of redenominalisation and/or consolidation (provided they are fungible) with other Notes denominated in euro.
|
Not Applicable
|
|
|
36
|
Additional Information:
|
The provisions set out in Annex A hereto shall apply to the Terms and Conditions in accordance herewith.
|
|
|
37
|
Investment Considerations:
|
Notes are not liquid instruments
There may exist at times only limited markets for the Notes resulting in low or non-existent volumes of trading in the Notes and such obligations, and therefore a lack of liquidity and price
volatility of the Notes.
NGN Exchange Risk
The Final Redemption Amount, Early Redemption Amount (if applicable) and the Interest Amount on the Notes are linked to the NGN/USD exchange rate. Currency exchange rates may be volatile and
will affect the return to the holder of the Notes. The Government of the Republic of Nigeria can from time to time intervene in the foreign exchange market. These interventions or other governmental actions could adversely affect the value
of the Notes payable in USD, as well as the actual yield (in USD terms) on the Notes and the amounts payable on the Notes. Even in the absence of the governmental action directly affecting currency exchange rates, political or economic
developments in the Republic of Nigeria or elsewhere could lead to significant and sudden changes in the exchange rate between NGN and USD.
|
|
|
38
|
Total Commissions:
|
Not Applicable
|
|
By:
|
/s/ Taro Morris
|
|
|
Authorised signatory
|
|
1
|
LISTING
|
Application will be made by the Issuer (or on its behalf) for the Notes to be admitted to the Official List of the UK Financial Conduct Authority and to trading on the London Stock Exchange
plc’s Regulated Market with effect from 14 October 2026 or as soon as practicable thereafter. No assurance can be given that such listing and admission to trading will be obtained on such date, or, if obtained, that it will be maintained.
|
|
|
2
|
RATINGS
|
The Issuer and/or its debt obligations have been assigned an AAA credit rating from S&P Global Ratings Europe Limited (“S&P”), an Aaa credit
rating from Moody’s Investors Service Ltd. (“Moody’s”), an AAA credit rating from Fitch Ratings Ltd. (“Fitch”) and an AAA credit rating from Scope Ratings GmbH (“Scope”). As defined by S&P, an “AAA” rating means that the ability of the Issuer to meet its
financial commitment on its obligations is extremely strong. As defined by Moody’s, an “Aaa” rating means that the Issuer’s ability to meet its financial obligations is judged to be of the highest quality, with minimal credit risk. As
defined by Fitch, an “AAA” rating denotes the lowest expectation of credit risk and means that the Issuer has an exceptionally strong capacity for timely payment of its financial commitments. As defined by Scope, an “AAA” rating means that
the Issuer is of exceptionally strong credit quality.
|
|
|
3
|
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
|
||
|
Save as discussed in the section headed “Subscription and Sale” in the Offering Circular, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material
to the offer.
|
|||
|
4
|
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
|
||
|
(i) Reasons for the offer:
|
The net proceeds of the issue of the Notes (which are expected to be NGN 320,000,000,000.00 but payable in USD in the amount of USD 239,700,374.53) will be included in the ordinary capital
resources of the Issuer and used in its ordinary operations.
|
||
|
(ii) Estimated net proceeds:
|
NGN 320,000,000,000.00 (which, for the avoidance of doubt, will be paid in USD in the amount of USD 239,700,374.53)
|
||
|
(iii) Estimated total expenses:
|
£4,000
|
||
|
5
|
YIELD
|
||
|
Indication of yield:
|
15.00 per cent. per annum.
|
||
|
As set out above, the yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
|
|||
|
6
|
HISTORIC INTEREST RATES
|
|
Not Applicable
|
|
|
7
|
PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING
|
|
Not Applicable
|
|
|
8
|
PERFORMANCE OF RATES OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT
|
|
Certain historical information in respect of the USD/NGN foreign exchange rate is set out in Annex B (Historical Data) hereto. In the circumstances described in Annex A hereto, the amount of
principal and/or interest received by the holders of the Notes is affected by the USD/NGN foreign exchange rate. Information in respect of the USD/NGN foreign exchange rate can be found on the Reference Page or a Replacement Page (as each
such term is defined in Annex A hereto).
|
|
Period
|
High
|
Low
|
|
1 January 2021 – 31 December 2021
|
424.83
|
380.5
|
|
1 January 2022 – 31 December 2022
|
461.0
|
415.29
|
|
1 January 2023 – 31 December 2023
|
911.68
|
460.6
|
|
1 January 2024 – 31 December 2024
|
1696.7
|
870.51
|
|
1 January 2025 – 31 December 2025
|
1632.81
|
1426.38
|
|
1 January 2026 – 1 October 2026
|
1444.29
|
1320.95
|