Prospectus

Transcription

Prospectus

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 for guidance immediately. This Prospectus has been seen and approved by the Directors Of
AIICO Capital Limited and they jointly and individually accept full responsibility for the accuracy of all information
given and confirm that, after having made all 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 CONCERNING CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE
INVESTORS, PLEASE SEE RISK FACTORS ON PAGES 18 & 19.
INITIAL PUBLIC OFFERING
OF
10,000,000 UNITS OF N100.00 EACH
AT PAR
IN THE
AIICO MONEY MARKET FUND
(AUTHORIZED AND REGISTERED IN NIGERIA AS A UNIT TRUST SCHEME)
PAYABLE IN FULL ON APPLICATION
FUND MANAGER
RC 335978
ISSUING HOUSE
APPLICATION LIST OPENS:
Monday, 10 March, 2014
APPLICATION LIST CLOSES:
Thursday, 17 April, 2014
This Prospectus and the Units which it offers have been registered by the Securities and Exchange Commission.
The Investments and Securities Act, 2007 provides for civil and criminal liabilities for the issue of a Prospectus
which contains false or misleading information. Registration of this Prospectus and the Units which it offers does
not relieve the parties of any liability arising under the Act for false or misleading statements contained or for any
omission of a material fact in any Prospectus.
This Prospectus is dated 18 February,
2014
TABLE OF CONTENTS
Definitions ........................................................................................................................................................................ 3
Abridged Timetable ........................................................................................................................................................... 5
Summary of the Offer ........................................................................................................................................................ 6
The Offer ......................................................................................................................................................................... 9
Directors of the Fund Manager and other Corporate Information ............................................................................................10
Professional Parties to the Offer .........................................................................................................................................12
The AIICO Money Market Fund...........................................................................................................................................13
A Brief on the Fund ......................................................................................................................................................13
Prospect of the Fund .....................................................................................................................................................13
Investment Objective and Policy ....................................................................................................................................13
Asset Allocation ...........................................................................................................................................................13
Investment Strategy .....................................................................................................................................................14
Target Investors ..........................................................................................................................................................14
Investment Discretion ...................................................................................................................................................14
Investment Guidelines and Restrictions ...........................................................................................................................14
Subscription to the Fund ...............................................................................................................................................14
Foreign Currency Investors............................................................................................................................................14
Minimum Investment Period ..........................................................................................................................................15
Meeting of Unit holders and voting rights ........................................................................................................................15
Income and Distribution ................................................................................................................................................15
Distribution Options and Payment ..................................................................................................................................15
Tax Considerations .......................................................................................................................................................15
Statements of Unit-holding ............................................................................................................................................15
Redemption of Units .....................................................................................................................................................15
Transfer and Transmission of Units .................................................................................................................................16
Valuation of Units of the Fund ........................................................................................................................................16
Fees, Charges & Expenses of the Fund ............................................................................................................................16
Insurance Policy Cover ..................................................................................................................................................16
Risk Factors .................................................................................................................................................................18
Risk Management Strategy ............................................................................................................................................19
Rating Report ..................................................................................................................................................................20
Rating Information (Extract from Rating Report – Global Credit Rating CO.) ........................................................................20
Financial Projections .........................................................................................................................................................21
Letter from the Reporting Accountants ............................................................................................................................21
Memorandum on the profit Forecast ...............................................................................................................................22
Underlying Assumptions for the Profit Forecast ................................................................................................................22
Statement of Accounting Policies ....................................................................................................................................23
Statement of Comprehensive Income .............................................................................................................................27
Statement of Financial Position as at 31 December 2014, 2015 and 2016............................................................................27
Statement of Cash Flows ...............................................................................................................................................28
Forecast Yield ..............................................................................................................................................................28
Notes to the Profit Forecast ...........................................................................................................................................29
Letter from the Issuing House ........................................................................................................................................31
Historical Financial Information of AIICO Capital Limited .......................................................................................................32
Audited Statement of Financial Position of AIICO Capital as at 31st December, 2012 and 30th September, 2013 .....................32
Audited Statement of Comprehensive Income of AIICO Capital for the period ended 31st December, 2012 and 30thSeptember,
2013 ..........................................................................................................................................................................32
Notes to the Financial Statements of AIICO Capital...........................................................................................................33
Information on the Fund Manager and the Trustee ...............................................................................................................38
Brief Profile of the Fund Manager ...................................................................................................................................38
Directors of the Fund Manager .......................................................................................................................................38
The Fund Management Team .........................................................................................................................................40
Brief Profile of the Trustee .............................................................................................................................................42
Directors of the Trustee ................................................................................................................................................42
Management Profile of Trustees .....................................................................................................................................42
Fund Investment Committee .........................................................................................................................................44
Statutory & General Information ........................................................................................................................................45
Authorisation ...............................................................................................................................................................45
Extracts from the Trust Deed .........................................................................................................................................45
Extracts from the Custody Agreement.............................................................................................................................56
Indebtedness ...............................................................................................................................................................62
Claims & Litigation .......................................................................................................................................................62
Costs and Expenses ......................................................................................................................................................62
Material Contracts ........................................................................................................................................................62
Consents .....................................................................................................................................................................62
Relationship Between The Fund Manager And The Trustee .................................................................................................63
Relationship Between The Fund Manager And The Custodian .............................................................................................63
Relationship Between The Fund Manager And The Issuing House .......................................................................................63
Documents Available For Inspection ...............................................................................................................................63
Procedure for Application and Allotment ..............................................................................................................................64
Receiving Agents ..............................................................................................................................................................65
Application Form ..............................................................................................................................................................66
Instructions For Completing The Application Form ................................................................................................................67
AIICO Money Market Fund | Initial Public Offering
Page | 2
DEFINITIONS
Abbreviation
Name/Explanation
“Allotment Date”
The date of clearance of the basis of allotment of the Offer by
the SEC.
“Bid Price”
The price, on the most recent Valuation Day, at which a Unit
shall be sold/redeemed by an investor and shall be calculated
in accordance with the stipulated valuation methods of the SEC
as amended from time to time.
“Business/working Day”
Any day other than a Saturday, Sunday or official public holiday
declared by the FGN from time to time on which commercial
banks in Nigeria are open for general business.
“CBN”
Central Bank of Nigeria.
“CCI”
Certificate of Capital Importation
“Custodian”
United Bank for Africa PLC (Global Investor Services)
“Custody Agreement”
The agreement, dated 18 February, 2014 between AIICO
Capital Limited, United Bank for Africa PLC (Global Investor
Services) and UBA Trustees Limited, extracts of which are set
out from page 56 of this Prospectus.
“Deposited Property”
All assets, including cash for the time being held or deemed to
be held, and includes any amount for the time being standing
to the credit of the Trustee/Fund account.
“Directors” or “Board”
The Directors of the Fund Manager, who comprise those
persons whose names, are set out on page 10 as at the date of
this Prospectus.
“Distributions”
Amount paid (less expenses and applicable taxes) to UnitHolders from income earned by the Fund.
“Distribution Payment Date”
Any day on which the Fund Manager shall make Distributions
pursuant to the provisions of the Trust Deed.
“FGN”
Federal Government of Nigeria.
“Fund Manager” or “Manager”
AIICO Capital Limited.
“GCR” or “Rating Agency”
Global Credit Rating
“IPO” or “Offer” or “Offering”
The Offer for subscription to the public of 10,000,000 Units of
N100.00 each, in the Fund, at par.
“Investment Committee”
The investment committee of the Fund, as constituted pursuant
to the provisions of the Trust Deed.
“ISA”
The Investment & Securities Act, No. 29 of 2007 as may be
modified or amended from time to time
“Minimum Investment Period”
The minimum holding period for an investment in the Fund is
ninety (90) calendar days which commences from the
Allotment Date.
“Naira” or “N”
The Nigerian Naira, the official currency of the Federal Republic
of Nigeria.
“NEFT”
Nigeria Inter-Bank Settlement System Electronic Fund Transfer,
the CBN electronic platform for inter-bank transfer of funds.
“Net Asset Value” or “NAV”
The total value of all investments, and other assets in the
Fund’s portfolio, after all adjustments and/or deductions
including fees, charges, expenses and other liabilities accrued
by the Fund, maintained at a stable level
“NIBBS”
Nigerian Inter-Bank Settlement System
Page | 3
DEFINITIONS
Abbreviation
Name/Explanation
“Offer Documents”
This document and any other document approved by the
Commission, which disclose relevant information in respect of
the Fund as required by the ISA and the SEC Rules and
Regulations for the purpose of inviting the general public to
subscribe to the Offer.
“Offer Period”
The period between the opening and the closing dates of the
Application List of the Offer as approved by the Commission.
“Offer Price”
The price an investor will pay for one Unit when subscribing to
the Fund at IPO.
“Open-ended Fund”
A mutual fund that continuously creates additional units
separate from its initial offering throughout its life. Investors
can redeem Units of such a fund in line with the provisions of
the Trust Deed constituting the Fund.
“Prospectus”
This document, which is issued in accordance with the
provisions of the ISA and the rules and regulations of the SEC
and which discloses important information about the Fund and
the Offer.
“Receiving Agents”
All banks, issuing houses and stockbrokers authorised to
distribute application forms and receive application forms and
monies from subscribers to this Offer for relay to the Registrars
and Issuing House.
“Receiving Banks”
First City Monument Bank PLC and Guaranty Trust Bank PLC.
“Register”
The register of Unit holders to be maintained by the Registrars
on behalf of the Fund Manager.
“Registrars”
United Securities Limited
“RTGS”
Real Time Gross Settlement, the CBN electronic platform for
inter-bank transfer of funds.
“SEC” or “Commission”
Securities & Exchange Commission
“The Fund” or “AMMF”
AIICO Money Market Fund.
“The NSE” or “The Exchange”
The Nigerian Stock Exchange
“Trust Deed”
An agreement dated 18 February, 2014 between the Fund
Manager and Trustee which sets out the terms and conditions
of the management and administration of the Fund, extracts of
which are set out from page 45 of this Prospectus.
“Trustees”
UBA Trustees Limited
“Unit(s)”
The Units of the Fund.
“Unit-Holder(s)”
Any person(s) or company whose names appear in the Register
as holder(s) of Units of the Fund.
“Valuation Day”
The last Business Day of each week or such other date(s) on
which the Offer and Bid Prices are calculated after the
conclusion of the Offer.
“ Vetiva” or “Issuing House”
Vetiva Capital Management Limited
Page | 4
A BRIDGED TIMETABLE
Date
Responsibility
Responsibility
10-03-2014
Application List opens
Vetiva
17-04-2014
Application List closes
Vetiva
30-04-2014
Receiving Agents make returns
United Securities
21-05-2014
Forward Basis of Allotment Proposal to SEC
Vetiva
05-06-2014
Obtain SEC’s clearance of the Basis of Allotment
Proposal.
Vetiva
06-06-2014
Disburse Net Proceeds to AIICO
FCMB/GTB
09-06-2014
Return Excess/Rejected Application Monies
United Securities
11-06-2014
Publish Allotment Announcement in two national
daily newspapers.
AIICO Capital/Vetiva
12-06-2014
Distribution of Statements of Unit-holdings.
United Securities
29-06-2014
Forward Offer Summary Report to the SEC
Vetiva
The dates given above are indicative only. The timetable has been prepared on the
assumption that certain key activities including, but not limited, to the receipt of regulatory
approvals from the SEC for the Offer will be achieved as stated, if not, then dates
surrounding key events in the timetable may be subject to adjustments without prior
notice.
Page | 5
S UMMARY OF THE O FFER
The following is a summary of the terms and conditions of an investment in the AIICO Money Market
Fund. This summary draws attention to information contained elsewhere in the Prospectus; it does not
contain all of the information a prospective investor in the Fund should consider in making an
investment decision. This summary should be read together with the entire Prospectus. Investors are
advised to seek information on the applicable fees and charges before investing in the Fund.
FUND MANAGER
AIICO Capital Limited
ISSUING HOUSE
TRUSTEE TO THE FUND
CUSTODIAN
THE OFFER
10,000,000 Units of N100.00 each in the Fund
METHOD OF OFFER
Offer for Subscription
NATURE OF THE FUND
The Fund seeks to achieve competitive returns for investors whilst
safeguarding original investments by investing in a diversified portfolio
of money market securities and will aim to achieve its primary objective
by utilizing the “bargaining power” derived from pooling of funds to
obtain higher levels of interest rates when investing.
The Fund is open-ended and is constituted under a Trust Deed. Hence,
the Fund Manager may issue and allot additional Units.
The Fund will invest only in eligible securities including high quality
money market instruments, unsubordinated short term debt securities
such as Bankers’ Acceptances, Commercial Papers, Deposits
(Fixed/Tenured) with eligible financial institutions and other instruments
introduced and approved by the CBN from time to time and as
permissible under SEC Rules. These eligible securities will have received
an investment grade rating from a SEC-registered rating agency.
UNIQUE FEATURE
The Fund offers an added benefit of a group accident policy to retail
investors in the Fund. The Fund would provide an “accident only”
insurance policy, whereby Unit-Holders/investors will be entitled to a
scale of compensation for death and permanent disability following an
accident, to the tune of a 100% of sum invested as stated in schedule of
benefits on page 18 of this Prospectus.
TARGET
INVESTORS/INVESTOR
SUITABILITY
The Fund is aimed at investors who seek safety and preservation of
capital as well as attractive returns. It is also targeted at investors who
wish to reduce concentration risk and benefit from diversification and
professional management. While the primary target is the retail sector
because of its scale and investment need gap, the return may, in
addition, make AMMF an attractive investment option to institutions and
High Networth Individuals as well.
FUND SIZE
N1,000,000,000.00.
UNIT PRICE
N100.00 per Unit. Foreign currency subscriptions will be processed at
the prevailing foreign exchange rate at the time of subscription. CCIs
will be issued in respect of all successful foreign currency subscriptions.
UNITS OF SALE
100 Units and multiples of 50 units thereafter.
PAYMENT TERMS
In full on application.
RATING (EXPECTED)
BBB(NG)(f)
MANDATORY SUBSCRIPTION
In compliance with the rules and regulations of the SEC which states
that promoters of Unit Trust Schemes in Nigeria must subscribe to a
minimum of 5% of the initial issue of such schemes, the Fund Manager
Page | 6
shall subscribe to 10% of the Offer.
OPENING DATE
10 March 2014
CLOSING DATE
17 April 2014
USE OF PROCEEDS
The Offer proceeds will be utilized in accordance with the Fund’s
investment objectives and policies. The Offer costs and expenses
amounting to N29,985,000.00 (Twenty Nine Million Nine Hundred and
Eighty Five Thousand Naira only) representing 3% of the Offer size
shall be borne by the Fund. These costs shall be defrayed from the
Offer proceeds.
DISTRIBUTIONS
The Fund will operate as a Money Market Fund and consequently, its
main focus will be to maximise current level of interest income while
preserving capital invested and liquidity for Investors. The Manager
intends to declare dividends and make distributions from the net
income of the Fund on a quarterly basis to the Unit Holders provided
the Fund makes a profit in the quarter/financial year in respect of
which such Distributions are made.
The Unit-Holders shall have the option to elect to be paid dividends or
to reinvest their dividends in new Units at the Offer Price. Unit-Holders
who elect to have their dividends reinvested in new Units shall be
entitled to an issue of Units that shall be equal in value to the amount
they otherwise would have received in cash as dividend.
MINIMUM INVESTMENT
PERIOD
The minimum holding period for an investment in the Fund is ninety
(90) calendar days from the date of subscription. This period
commences from the Allotment Date for subscribers under the IPO of
the Fund.
REDEMPTION
Unit-Holders shall have the right to redeem all or part of the Units held
by them at the Bid Price on any Business Day, provided redemption
documents are received in accordance with the instructions specified by
the Fund Manager from time to time.
Minimum permissible holding after partial redemption is N5,000.00 or
such balance as advised by the Manager from time to time.
The Fund will make redemption payments within five (5) Business Days
of receipt of the Redemption Notice. No additional charges will be made
on Redemption. However, Units redeemed before the expiration of the
Minimum Investment Period will attract a handling fee charge of 0.5%
of the interest accrued of such redemptions.
QUALIFICATION
The Units qualify as securities in which Trustees may invest under the
Trustee Investment Act Cap T22 LFN 2004.
QUOTATION
No application has been made to the Council of The NSE for the listing
of the Fund by Memorandum. However, the Fund Manager on the
successful completion of the Offer, or at a later date, may seek a
Memorandum Listing of the Fund on The NSE.
STATUS
The Units being offered for subscription shall rank pari-passu in all
respects with other future Units to be issued in the Fund.
SPONSOR
The Fund is sponsored by AIICO Capital Limited. AIICO Capital Limited
is duly registered with the SEC to carry out portfolio/fund management
services.
Page | 7
FORECAST OFFER STATISTICS (Extracted from the Reporting Accountants’ Report)
9 months
ending 31
Dec 2014
N’000
12 months
ending 31
Dec 2015
N’000
12 months
ending 31
Dec 2016
N’000
42,091
38,430
21,045
101,566
61,489
55,633
30,744
147,866
70,273
63,246
35,136
168,655
17,080
5,917
22,997
20,496
7,101
27,597
24,596
8,520
33,116
78,569
(78,569)
120,269
(120,269)
135,539
(135,539)
-
-
-
6.44
6.44
8.22
8.22
7.72
7.72
9 months
ending 31
Dec 2014
N’000
12 months
ending 31
Dec 2015
N’000
12 months
ending
31Dec 2016
N’000
970,015
250,000
1,220,015
244,003
1,464,018
292,803
1,220,015
1,464,018
1,756,821
250,000
244,003
292,803
Earnings (N) per units of N100.00
6.44
8.22
7.72
Return on investment (%)
6.44
8.22
7.72
Revenue
Interest Income:
Term deposit
Government securities
Other money market securities
Total Revenue
Operating Expenses
Investment management fees
Other operating Expenses
Total Operating expenses
Net Income
Less: Distributions
Forecast Ratios
Forecast earnings per units of N100 - (N)
Forecast Return on Investment (%)
FORECAST YIELD (Extracted from the Reporting Accountants’ Report)
Net Asset Value at beginning of year
Additions during the year
Net Asset Value at end of year
Increase in Net Asset Value
The effective yield on the Fund will be determined by the prices at which its underlying
assets are acquired. The Fund cannot guarantee future returns and the value of its
investments may rise and fall. The above forecast yield, therefore, has been provided for
indicative purposes only and, should not be regarded by an investor as a promise or
guarantee of returns. The actual future returns may be materially different from the
forecast.
OVERSUBSCRIPTION
Any oversubscribed portion would be absorbed subject to the
approval of the Commission
INVESTMENT RISKS
The risks associated with an investment in the Fund are set out in the
section titled “Risk factors” on pages 18 & 19 of this Prospectus.
SELLING RESTRICTIONS
Under no circumstances shall this Prospectus constitute an offer to
sell or the solicitation of an offer to buy or shall there be any sale of
these Units in any jurisdiction in which such offer, solicitation or sale
would be unlawful.
GOVERNING LAW
The Offer Documents will be governed by and construed in
accordance with the laws of the Federal Republic of Nigeria.
Page | 8
T HE O FFER
A copy of this Prospectus and the documents specified herein have been approved by the Trustee, and
delivered to the Securities & Exchange Commission for registration.
This Prospectus is being issued in compliance with the provisions of the ISA, the Rules and Regulations
of the Commission and contains particulars in compliance with the requirements of the Commission for
the purpose of giving information to the public with regard to the Offer for Subscription of 10,000,000
units of N100.00 each at par in the AIICO Money Market Fund by Vetiva Capital Management Limited
on behalf of AIICO Capital Limited.
The Directors of the Fund Manager individually and collectively accept full responsibility for the
accuracy of the information contained in this Prospectus. The Directors have taken reasonable care to
ensure that the facts contained herein are true and accurate in all respects and confirm, having made
all reasonable enquiries that to the best of their knowledge and belief, there are no material facts the
omission of which would make any statement herein misleading or untrue.
On behalf of
RC:335978
Offers for Subscription
and is authorised to receive applications for
10,000,000
Units of N100.00 each
At Par
In the
(Authorised and Registered in Nigeria as a Unit Trust Scheme)
Payable in full on Application
The Application List for the Units being offered will open on 10 March, 2014, and close on 17 April,
2014.
Page | 9
DIRECTORS OF THE FUND M ANAGER AND OTHER C ORPORATE I NFORMATION
CHAIRMAN
CHIEF (DR.) OLADELE FAJEMIROKUN
2nd Floor, AIICO Plaza
Plot PC12, Afribank Street
Victoria Island
Lagos State, Nigeria
MANAGING DIRECTOR
MR. DIPO OGUNTUGA
Victoria Island
DIRECTOR
MR. SEGUN OYE
Victoria Island
DIRECTOR
MR. EDWIN F. IGBITI
Victoria Island
Lagos, Nigeria
DIRECTOR
MR. BUKI OLUWADIYA
Victoria Island
DIRECTOR
CHIEF (DR.) RASHEED GBADAMOSI, OFR
Victoria Island
DIRECTOR
DR. (MISS) ADENIKE FAJEMIROKUN
Victoria Island
CORPORATE DIRECTORY OF THE FUND MANAGER
Victoria Island
Telephone: +234 1 736 0944
Facsimile: +234 1 279 9800
Email: [email protected]
Website: www.aiicocapital.com
COMPANY SECRETARY
Mr. S. A. Oduroye
Victoria Island
Page | 10
DIRECTORS OF THE FUND M ANAGER AND OTHER C ORPORATE I NFORMATION
PRINCIPAL OFFICERS OF THE FUND MANAGER
Oladipo Oguntuga
Iyabo Alatise
Olufolake Ogunnaike
Olorunnibe Adeniyi Daniel
MEMBERS OF THE FUND INVESTMENT COMMITTEE
Buki Oluwadiya
Oladipo Oguntuga
Olufolake Ogunnaike
Oluwatoyin Sanni (Trustee Representative)
Tokunbo Akobe-Ajibolu (Independent Member)
FINANCIAL SUMMARY
The Statement of Financial Position of AIICO Capital
Limited is provided on page 31 of this document.
Page | 11
P ROFESSIONAL P ARTIES TO THE O FFER
ISSUING HOUSE
Plot 266B, Kofo Abayomi Street
Victoria Island
Lagos State
TRUSTEE TO THE FUND
12th Floor, UBA House
57, Marina
Lagos State
CUSTODIAN TO THE FUND
United Bank for Africa PLC (Global Investor
Services)
12th Floor, UBA House
57, Marina
Lagos State
SOLICITORS TO THE TRUSTEE
Koya & Kuti Solicitors
5th Floor, St. Peter’s House
3, Ajele Street
Lagos State
SOLICITORS TO THE OFFER
Dama Afabor& Co.
Fair Trade Business Complex
22, Kigoma Street
Wing B 207
Wuse Zone 7
Abuja
REPORTING ACCOUNTANTS
Pedabo Audit Services
67, Norman Williams Street
Off Keffi Street
South West, Ikoyi
Lagos State
REGISTRAR
10, Amodu Ojikutu Street
Victoria Island
Lagos State
RATING AGENCY
Global Credit Rating CO.
17th Floor, New Africa House
31, Marina
Lagos State
RECEIVING BANKS
First City Monument Bank PLC
Primrose Towers
17A, Tinubu Street
Lagos State
Guaranty Trust Bank PLC
Plot 635, Akin Adesola Street
Victoria Island
Lagos State
Page | 12
T HE AIICO M ONEY M ARKET FUND
A B RIEF ON THE F UND
The AIICO Money Market Fund is authorised and registered in Nigeria as a Collective Investment
Scheme under Section 160 of the ISA. The Fund is governed by a Trust Deed with UBA Trustees
Limited as Trustees. 10,000,000 Units are being offered for subscription at the launch of the Fund at
N100.00 per unit of the Fund.
The Fund is structured as an open-ended fund that will invest in government securities, fixed deposit,
commercial paper, bankers acceptance or other highly liquid and low-risk securities with a maturity
not greater than 365 days and not less than 30 days. The initial minimum investment will be 100 units
of the Fund and additional units will be issued in multiples of 50 units and payable in full upon
subscription.
AMMF’s unique selling point is the bundling of an insurance risk protection plan into the
investment.The Fund offers an added benefit of a group accident policy to retail investors in the Fund.
The Fund would provide an “accident only” insurance policy, whereby Unit-Holders/investors will be
entitled to a scale of compensation for death and permanent disability following an accident, to the
tune of a 100% of sum invested as stated in schedule of benefits on page 18 of this Prospectus.
P ROSPECT OF THE F UND
The Fund gives an investor the opportunity to earn returns from investment in short term money
market securities such as treasury bills, commercial papers, bankers acceptance, certificate of
deposits and other eligible money market instruments with rated financial institutions in Nigeria
recognised by the Commission.
The AMMF will utilise the market bargaining power obtained from pooling of funds to enable investors
enjoy competitive returns at minimal risk. The Fund targets investors who seek exposure to fixed term
deposit placement and are looking to achieve higher returns from such investment which would not be
ordinarily obtainable with small amount of money.
I NVESTMENT O BJECTIVE AND P OLICY
AMMF seeks to achieve competitive returns for investors whilst safeguarding original investments by
investing in a diversified portfolio of money market securities. The Fund’s primary objective will be
achieved by utilizing the bargaining power obtained from pooling of funds to actively invest in a
portfolio of money market securities and government papers.
The Fund will invest only in eligible securities including high quality money market instruments,
unsubordinated short term debt securities such as Bankers’ Acceptances, Commercial Papers, Deposits
(Fixed/Tenured) with eligible financial institutions and other instruments introduced and approved by
the Central Bank of Nigeria from time to time and as permissible under Securities and Exchange
Commission Rules & Regulations. These eligible securities must have received an investment grade
rating from a SEC-registered rating agency.
A SSET A LLOCATION
The Fund shall invest a maximum of 100% in quality money market instruments with a minimum
tenor of 30 days and a maximum tenor of 365 days; a minimum of 25% in short term debt
instruments of the Nigerian government; a minimum of 10% of the Fund’s asset in Fixed or Tenured
instruments; and a minimum of 10% in other money market securities which include other money
market fund. However, the proportion of the investment in another money market fund shall not
exceed 5% (five percent) of the Fund’s Net Asset Value for a single Fund and 20% (twenty percent)
for a group of money market funds.
Proposed Asset Class
Asset
Deposits (Fixed/Tenured)
Fixed Deposits
Short Term Government
Securities
Other Money Market
Instruments
Treasury Bills
Commercial Paper;
Bankers Acceptance;
Other Money Market Funds
Asset
Allocation Range (%)
Target Weighting (%)
10 – 65
40
25 - 80
40
10 - 65
20
Page | 13
T HE AIICO M ONEY M ARKET F UND
I NVESTMENT S TRATEGY
AIICO Capital’s investment philosophy focuses on long-term value creation and wealth protection. The
Manager’s primary goal is to achieve an overall positive total return that is consistent with UnitHolders’ investment goals, objectives and risk profile. Investment decisions are based on detailed
research-based analysis, thorough due diligence and a continuous assessment of specific investments
that offer the strongest prospects in the short term.
The long-term interests of fund investors are central to the way in which the Manager approaches its
business and invest for income and growth. The Fund’s income strategy seeks to maximize current
income while its growth strategy seeks to maximize capital gains. At the core of the investment
process and in every investment decision is the risk management two-step process, which are
determining what risks exist in an investment and then handling those risks in a way best-suited to
the Fund’s investment objectives.
T ARGET I NVESTORS
While the primary target is the retail sector because of their scale and their investment need gap, the
competitive return of the Fund will make AMMF an attractive investment option to institutions and
High Networth Individuals as well. The Fund is particularly suitable for investors who seek:
Safety and preservation of capital;
To reduce concentration risk by diversifying their investments;
A short to medium term investment horizon;
Require liquidity;
To benefit from wholesale deposit return; and
A fund in the low risk spectrum and do not want any exposure to equities.
I NVESTMENT D ISCRETION
The Fund Manager will exercise its discretion on investment of the Fund pursuant to the Trust Deed,
policies instituted by the Investment Committee and in accordance with the Investment and Securities
Act 2007 and Rules and Regulations of the SEC as prescribed from time to time. Within these bounds,
the Fund Manager will be responsible for all the decisions as to the investment strategies, assets, size
and timing of the investment the Fund seeks to make.
I NVESTMENT G UIDELINES AND R ESTRICTIONS
Strict adherence to the investment objective of the Fund shall be observed by the Fund Manager and
shall invest only in such assets as are allowable under the Trust Deed and authorised by the
Investment Committee. The Fund Manager is guided by certain restrictions as stated in the Trust
Deed, the main provisions of which are summarised from page 45 of this Prospectus.
S UBSCRIPTION TO THE F UND
Investors can subscribe to Units of the Fund after the initial offering period from the Fund Manager or
any of its designated agents/representatives or through any medium that may be approved and
provided by the Fund Manager from time to time. Units being purchased after the offer will be at a
stable price of N100.00 on a valuation day before the day which value is received by the Fund
Manager for the subscription.
F OREIGN C URRENCY I NVESTORS
Non-resident subscribers and subscriptions in foreign currency are permissible. Subscription monies,
in foreign currency, shall be converted to Naira determined at the prevailing exchange rate at the time
of subscription. Foreign currency subscribers are to also to complete the application form and adhere
to the instructions at the back of the application form.
CCIs shall be issued by the Receiving Banks, to this category of Subscribers, within 24 hours of
confirmation of receipt of the subscription amount. CCIs are needed to facilitate the subsequent
repatriation, in a freely convertible currency, of proceeds arising from the sale of Units or from any
Distribution of the Fund’s income that the Fund Manager may undertake.
Page | 14
M INIMUM I NVESTMENT P ERIOD
The minimum holding period for an investment in the Fund is 90 (ninety) calendar days from the date
of purchase.
M EETING OF U NIT HOLDERS AND VOTING RIGHTS
As the need arises or at the request in writing of Unit-holders holding not less than 25% (twenty five
per cent) in value of the Units for the time being outstanding (other than Units of which the Fund
Manager is beneficial owner), the Fund Manager shall call a General Meeting of Unit-holders with the
consent of the Trustee. Any resolution put to vote shall be decided on a show of hands. Each Unitholder shall have one vote. Where a Poll is demanded, each Unit-holders shall have one vote for every
unit held by him
I NCOME AND D ISTRIBUTION
The Manager intends to distribute income (less expense) as dividend to Unit-Holders on a quarterly
basis.
D ISTRIBUTION O PTIONS AND P AYMENT
The following Distribution options are available to Unit-holders:
Reinvestment Option: Under this option, distributions are to be automatically reinvested in
additional Units of the Fund at the Offer Price on the day of distribution.
Cash Option: Distributions are paid only via electronic transfer to a Unit-holder’s bank account.
T AX C ONSIDERATIONS
Income accruing to the Fund shall be tax exempt. The Federal Inland Revenue has granted a waiver of
taxes arising from, and payable on the income accruing to the Fund. As such, no taxes shall be or
become payable by the Unit-Holders. Foreign investors should contact their respective tax authorities
for the tax treatment of income earned in Nigeria.
S TATEMENTS OF U NIT - HOLDING
Every Unit-Holder shall be entitled to a Statement of Unit-holding, which shall be evidence of their title
to the number of Units specified on such documents. Joint Unit-Holders shall be entitled to one
Statement in respect of the Units held jointly by them which shall be delivered to the joint holder
whose name first appears on the Register.
R EDEMPTION OF U NITS
Unit-holders shall have the right to redeem all or part of the Units held by them at the Bid Price on
any Business Day, provided that the Fund Statement of Unit-holding, redemption notice (s) and other
redemption documents are forwarded to the Fund Manager on the Valuation Day or in accordance with
the instructions prescribed from time to time by the Fund Manager.
Minimum permissible holding after partial redemption is N5,000.00 or such balance as advised by the
Manager from time to time. The Fund will make redemption payments within five (5) Business Days of
receipt of the Redemption Notice. No additional charges will be made on redemption. However, Units
redeemed before the expiration of the Minimum Investment Period (90 days) will attract a handling
fee charge of 0.5% of the interest accrued of such redemptions.
Page | 15
T RANSFER AND T RANSMISSION OF U NITS
Every Unit-holder shall be entitled to transfer the Units or any of the Units held by him through the
Fund Manager in accordance with the provisions of the Trust Deed. The Fund Manager will not transfer
or redeem Units without the submission of a Fund Statement of Unit-holding relating to such Units,
which must be surrendered before any transfer or redemption whether for the whole or any part
thereof can be processed.
V ALUATION OF U NITS OF THE F UND
The Fund Manager shall work to ensure a stable Net Asset Value per unit of N100.00 per Unit which is
the price at which investors purchase or redeem their Units in the Fund. The NAV of the Fund shall be
determined on the basis of the amortised cost method in line with the rules of the SEC. The amortised
cost is the price the Fund pays for an instrument or security adjusted for accrual of discount and
amortization of premium.
F EES , C HARGES & E XPENSES OF THE F UND
Offer Expenses:
All charges and fees (including VAT where relevant) for establishing the
Fund, including regulatory fees payable to the SEC, professional fees to
transaction parties, brokerage commission and administrative expenses
amounting to and estimated at N29,985,000.00 (Twenty Nine Million
Nine Hundred and Eighty Five Thousand Naira only) representing 3% of
the Offer size shall be borne by the Fund. These costs shall be defrayed
from the Offer proceeds.
Management Fee:
An annual management fee of 1.40% of the NAV of the Fund shall be
paid to the Fund Manager. This fee will be paid semi-annually in arrears
and represents the remuneration due to the Fund Manager for the
management and advisory roles involved in the day-to-day management
of the Fund.
Operating Expenses:
All operating expenses including charges and expenses incurred in
connection with the management of the Fund plus annual fees payable to
the Trustee, Auditors, Custodian and Rating Agency shall not exceed 5%
of the NAV of the Fund.
I NSURANCE P OLICY C OVER
Group Personal Accident Insurance Policy
The AMMF offers an added benefit of a group accident policy to Unit holders of the Fund (applicable to
retail investors only). The Fund would provide an accident only insurance policy whereby unit
holders/investors will have access to some level of compensation for death and permanent disability
suffered in an accident.
In order to maximize unit holder’s return, the fund manager will bear the insurance premium cost for
the Group Accident Policy.
Details of the policy are as follows:
Conditions:
1. No compensation shall be payable in respect of any one Unit-Holder:
a) Unless the death takes place within 12 calendar months after the date of the accident/injury.
b) Unless the permanent disability takes place within twelve calendar months after the date of
the accident/injury.
2. The insured shall not be entitled to compensation under more than one item in respect of the
same injury to one Unit-Holder.
3. Payment of claim as compensation shall be made as stated in the schedule of benefit (See page
18).
4. In the event of a Unit-Holder being accepted for insurance whilst already suffering from a
permanent disablement, or if the insurance be continued after such disablement in accordance
with the terms of provision 3 above, it is hereby understood that should such Unit-Holder sustain
Page | 16
any further disablement compensation as provided by this policy for such further disablement
under item 1(b) shall be calculated as that which would have been payable had the previous
disability not existed
Exclusions
This policy does not apply to bodily injury whether fatal or non-fatal or blindness directly or indirectly
caused by or resulting from or traceable to:
a.
An accident happening when the Unit-holder is under the influence of intoxicating liquor or of a
drug (unless administered under the orders of a hospital or a qualified medical practitioner) or
is in a state of insanity;
b. The Unit-Holder being affected (Temporarily or otherwise) by alcohol, drugs or insanity;
c. Suicide or attempted suicide, war, invasion, act of foreign enemy hostilities (whether war be
declared or not) civil-war, rebellion, riot, civil commotion, revolution, insurrection or military
or usurped power and terrorism;
d. The Unit-Holder playing football for or against professional clubs, polo or motorcycling
(whether as driver or passenger) or mountaineering (with the use of ropes or guides), skiing,
skijoring, tobogganing, bob-sleighing, hunting or participating in speed or duration, test or
races of any kind (other than athletics);
e. Child bearing or other physical or natural causes peculiar to the female sex;
f. Air travel (other than as a fare-paying passenger by a regular schedule Air-line Service);
g. Any Unit-Holder involved in any form of military exercises;
h. Any Unit-Holder riding on motorcycle whether as a passenger or rider; and
i. Any Unit-Holder dying of natural causes or sickness.
Description of Benefits
Definitions
“Totally Disabled and Total Disabled” means the insured person is unable to engage in any occupation
or employment for compensation or profit for which the insured person is reasonably qualified by
education, training or experience and is under the continuous care and treatment of a physician.
“Totally and Permanently Disabled” means the insured person is unable to engage in any substantially
gainful occupation or employment for the remainder of the insured person’s life.
“Elimination Period” means the number of consecutive days as stated in the Schedule of Benefits.
Commencing with the first day the insured person is Totally Disabled, for which no benefits are
payable.
“Physician” means a person legally licensed to practice medicine and/or surgery other than the insured
person or a member of the insured person’s immediate family.
“Hospital” means an establishment which meets all of the following requirements:
i.
ii.
holds a license as a hospital, if licensing is required in the country or government jurisdiction;
operates primarily ‘for the reception, care and treatment of sick, ailing or injured persons as
inpatients’;
iii. provides 24-hours a day nursing service by registered or graduate nurses;
iv. has a staff of one or more physicians available at all times;
v. provides organized facilities for diagnosis and major surgical procedures;
vi. is not primarily a clinic, nursing, rest or convalescent home or similar establishment and is not,
other than incidentally, a place for alcoholics or drug addicts; and
vii. maintains X-ray equipment and operating room facilities.
Benefit A: Accident, Death and Permanent Disablement
If such injury results in loss of life of an insured person within three hundred and sixty-five (365) days
after the date of the accident, the Fund Manager will pay the principal sum applicable to the stated
beneficiary in accordance with the Classification of insured persons and Schedule of Benefits.
If such injury does not result in loss of life of the insured person but does result within three hundred
and sixty-five (365) days in any one of the specific losses shown in the Schedule below, the Fund
Manager will pay the Schedule percentage of the principal sum applicable to such Insured Person in
accordance with the classification of Insured Persons and Schedules of Benefits.
However, under no circumstances will payment be made for more than one such loss, the greatest,
sustained by any one insured person as a result of any one accident.
Page | 17
Accident/Injury
For loss of Speech
Two limbs
Both hands
Total light percentage of one or both
eyes
Arm at shoulder
Arm between shoulder and elbow
Arm at elbow
Arm between elbow and wrist
Hand at wrist
Leg at hip
Leg between knee and hip
Leg below knee
Hearing - both ears
- one
Compensation
100%
100%
100%
100%
Accident/Injury
Index finger three phalanges
two phalanges
one phalanx
Middle finger - three phalanges
Compensation
10%
8%
4%
6%
100%
100%
100%
100%
100%
100%
100%
100%
100%
two phalanges
one phalanx
Ringer finger - three phalanges
two phalanges
one phalanx
Little finger three phalanges
two phalanges
one phalanx
Metacarpals – first or second
{additional}
- third, fourth , or fifth
{additional]
Toes
- all
4%
2%
5%
4%
2%
4%
3%
2%
3%
5%
Sight of one eye except for light
perception
Lens of one eye
Four fingers and thumb of one hand
Four fingers
50%
Thumb – both phalanges
25%
50%
50%
40%
- great, both phalanges
- great, both phalanges
Each toe – other great toe, if
more than one toe
- one phalanx
2%
15%
5%
2%
1%
10%
The complete and irrecoverable loss of use of any part of the body specified above shall be deemed to
be the loss of such part. In the event of partial loss of any part of the body specified above, a
proportionately lower percentage of the principal sum shall be payable, such percentage to be
determined solely by the insurance company.
Benefit B: Permanent Total Disability
If as the result of such injury and within three hundred and sixty-five (365) days after the date of the
accident an insured person becomes Totally Disabled and such disability has continued for a period of
twelve (12) consecutive months, and if the Insured Person is Totally and Permanently Disabled at the
end of this period, the Fund Manager will pay the principal sum, to such insured person in accordance
with the Classification of Insured Persons and Schedule of Benefits (See page 18), less any amount
paid or payable as a result of the same accident under other sections of Benefit A, at the rate of one
(1) percent per month if the Insured Person remains Totally and Permanently Disabled, to a maximum
of one hundred (100) months.
R ISK F ACTORS
Whilst there are a number of factors that may affect the performance of any asset class, a summary
of the major risks that can significantly affect the Fund’s performance, and should therefore be
considered when investing in the Fund, are listed below:
Money Market Fund Risk
Short-term funds as money market funds do not generate a level of income as high as funds that
invest in longer-term instruments. Because the Fund will invest in short-term instruments, the
Fund’s dividend yields may be low when short-term market interest rates are low.
Income Risk
This is the risk that the value of the income from a Fund investing in short-term fixed income
securities will decrease due to a fall in interest rates. The decline in interest rates will result in a
decline in the yield of the Fund.
Credit Risk
Credit risk is the risk that a borrower/issuer of fixed income securities in which the Fund Manager
may invest will be unable to make payment or interest as at when due.
Page | 18
FGN Obligations Risk
FGN obligations are subject to low but varying degrees of credit risks, and are still subject to
interest rate and market risk. While Treasury Bills and Debt Management Office-issued obligations
are backed by the “full faith and credit” of the FGN, securities issued by the government agencies or
government-sponsored entities may not be backed by the full faith and credit of the FGN. If a
government-sponsored entity is unable to meet its obligations or its creditworthiness declines, the
performance of the Fund that holds securities issued or guaranteed by the entity will be adversely
impacted.
Reinvestment Risk
This is the risk that future money market investments might be at a lower interest rate in
comparison to the prevailing rate or that there may be no viable investment opportunity to re-invest
in. This is possible in a declining interest rate environment due to the short term maturity of the
investible assets.
Foreign Currency Risk
This is the risk that exchange rates may significantly fluctuate (including changes due to devaluation
of Naira being the specified currency for the Fund or the revaluation of an investor’s currency) and
the risk that authorities with jurisdictions over the investor’s currency may impose or modify
exchange controls.
Inflation Risk
Inflation risk is the risk that an increase in price levels will undermine the purchasing power of the
Fund’s value of investment and returns.
R ISK M ANAGEMENT S TRATEGY
Whilst it is important to note that not all investment risks can be predicted, the Fund Manager will
ensure that a robust risk management framework is established and integrated into every aspect of
the Fund’s investment process. The risk management framework will primarily focus on the risks
discussed above.
Page | 19
R ATING R EPORT
R ATING I NFORMATION (E XTRACT FROM R ATING R EPORT – G LOBAL C REDIT R ATING CO.)
The following is an extract of the report on the rating of the Fund by Global Credit Rating Co, the
Rating Agency
Page | 20
FINANCIAL P ROJECTIONS
L ETTER FROM THE R EPORTING A CCOUNTANTS
The following is a copy of the letter on the Profit Forecast by (Pedabo Audit Services), the Reporting
Accountants to the Offer:
Page | 21
M EMORANDUM ON THE PROFIT F ORECAST
The Fund Manager has projected the profit for the 9 months ending 31 December 2014 and the years
ending 31 December 2015 and 2016 respectively and is of the opinion that subject to unforeseen
circumstances and based on the assumptions stated below, the profits before distribution of AIICO
Money market Fund for the period ending 31 December 2014 and the years ending 31 December 2015
and 2016 will be in the order of N78.569 million, N120.269 million and N135.539 million
respectively.
U NDERLYING A SSUMPTIONS FOR THE P ROFIT F ORECAST
1. Introduction
This memorandum has been prepared to summarize the information available to the Fund
Manager and their basic assumptions at the time of preparing the forecast of the profits for the 9
months ending 31 December 2014 and the years ending 31 December 2015 and 2016
respectively.
2. Forecast
The Fund Manager is of the opinion that subject to unforeseen circumstances, and based on the
assumptions stated below, the net income before distribution for the 9 months ending 31
December 2014 and the years ending 31 December 2015 and 2016 respectively will be in order of
N78.569 million, N120.269 million and N135.539 million respectively.
The Fund Manager has based the profit forecast for 2014 on 9 months from April 2014 to
December 2014 while the profit forecast for 2015 and 2016 would run for 12 months each. The
investment and income distribution for 2014 will consequently run from 1st April 2014 to 31st
December 2014.
3. Basis of Assumptions
The prospective financial information has been arrived at on the following bases and assumptions:
A. Basis
The prospective financial information for the 9 months period ending 31 December 2014 and
the years ending 31 December 2015 and 2016 have been prepared in compliance with the
requirements of International Financial Reporting Standards.
B. Assumptions
These assumptions are based on the prevailing monetary policies that govern the operations
of operators in the money market.
i.
Based on the projected level of operations, the Net Income of the Fund for the 9 months
ending 31 December 2014 and the years ending 31 December 2015 and 2016 respectively
will be approximately N78.569 million, N120.269 million and N135.539 million.
ii.
The Fund will be set up in 2014 with a fund size of One Billion Naira (N1,000,000,000) and
is expected to be fully subscribed within the initial subscription period.
iii.
Investment is expected to commence at the start of the last quarter in 2014.
iv. Additional investments in the fund in subsequent years are estimated to be 25%, 20% and
20% of the opening balance for 2014, 2015 and 2016 respectively.
v. All charges and fees for establishing the Fund are estimated at 3.0% of the offer proceeds
and this amount to N29.985 million. This amount is payable by the Fund and will be
deducted from the initial N1 billion to be raised from the Offer.
vi. Other operating expenses are estimated at 0.49% of the Net Asset Value (“NAV”) of the
Fund.
vii.
It is estimated that annual management fees of 1.40% of the Net Asset Value (“NAV”) will
be payable to the Fund Manager.
viii.
The Fund would provide an ‘accident only’ insurance policy, whereby UnitHolders/investors will be entitled to a scale of compensation for death and permanent
disability following an accident, to the tune of a 100% of sum invested.
Page | 22
ix. The net offer proceed will be invested in money market instruments and the income
earned from these investments is not taxable.
x. Investment in money market instruments will attract an average interest rate of 11.17%
per annum in 2014, 10.17% in 2015 and 9.67% in 2016.
xi. Distributions to unit holders are estimated at 100% of the Net Income of the Fund in any
year and Interest income distributable to unit holders will be on quarterly basis.
S TATEMENT OF A CCOUNTING P OLICIES
The following is a summary of the significant accounting policies adopted in the preparation of the
prospective financial information of the Fund and have been consistently applied throughout the
forecast period:
1. Basis of Preparation
a. Statement of compliance
The prospective financial information of the Fund for the 9 months ending 31 December 2014
and the years ending 31 December 2015 and 2016 have been prepared in accordance with
International Financial Reporting Standards (IFRSs).
b. Basis of measurement
The prospective financial information has been prepared on the historical cost basis.
c. Functional and presentation currency
This prospective financial information is presented in Naira, which is the Fund’s functional
currency. All financial information presented in Naira has been rounded to the nearest
thousand.
d. Use of estimates and judgments
The preparation of the prospective financial information in conformity with IFRSs requires
management to make judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual
results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimates are revised and in any
future periods affected.
2. Revenue Recognition
Interest Income and Expense
Interest income and expense are recognised in profit or loss, using the effective interest method.
The effective interest rate is the rate that exactly discounts the estimated future cash payments
and receipts through the expected life of the financial instruments (or, when appropriate, a shorter
period) to the carrying amount of the financial instrument. When calculating the effective interest
rate, the Fund estimates future cash flows considering all contractual terms of the financial
instrument, but not future credit losses. Interest received or receivable and interest paid or
payable are recognised in profit or loss as interest income and interest expense respectively.
3.
Dividend expense
Distributions to unit holders are estimated at 100% of the Net Income of the Fund in any year
and Interest income distributable to unit holders will be on quarterly basis.
4.
Cash and cash equivalents
These include fund’s deposits with banks in Nigeria and cash in hand at the end of each
reporting date.
Page | 23
5.
Taxation
Income from discounted money market instruments are tax free and such incomes are not
subjected to any form of tax.
6.
Government securities and other money market securities
These instruments are designated as financial instrument and are accounted for in line with the
provision of IAS 39 as financial assets available for sale (AFS).
7.
Time deposit
Time deposits with banks are classified as loans and receivables in accordance with IAS 39.
Loans and receivables are non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market.
Recognition
All financial assets and liabilities are initially recognized when and only when the Fund becomes
a party to the contractual provisions of the instrument. Purchases or sales of financial assets
that require delivery of assets within the time frame generally established by regulation or
convention in the market place are recognized on the settlement date, i.e. the date that the
assets are delivered to the Fund.
Subsequent measurement
Loans and receivables are carried at amortized cost using the effective interest method less any
allowance for impairment. Gains and losses are recognized in profit or loss when the loans and
receivables are derecognized or impaired, as well as through the amortization process. Interest
earned on such instruments is recorded in "Interest income" in the statement of comprehensive
income.
Initial measurement
Loans and receivables are measured initially at their fair value plus any directly attributable
incremental costs of acquisition.
The effective interest method is a method of calculating the amortised cost of a financial asset or
a financial liability and of allocating the interest income or interest expense over the relevant
period. The effective interest rate is the rate that exactly discounts estimated future cash
payments or receipts through the expected life of the financial instrument, or when appropriate,
a shorter period to the carrying amount of the financial asset or financial liability.
When calculating the effective interest rate, the Fund estimates cash flows considering all
contractual terms of the financial instruments, but does not consider future credit losses. The
calculation includes all fees paid or received between parties to the contract that are an integral
part of the effective interest rate, transaction costs and all other premiums or discounts.
Derecognition
A financial asset (or, where applicable a part of a financial asset or part of a group of similar
financial assets) is derecognised when:
the rights to receive cash flows from the asset have expired; or
the Fund has transferred its rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party under
a `pass-through' arrangement; and
either
a. the Fund has transferred substantially all the risks and rewards of the asset, or
b. the Fund has neither transferred nor retained substantially all the risks and rewards of
the asset, but has transferred control of the asset.
When the Fund has transferred its rights to receive cash flows from an asset or has entered into
a pass-through arrangement, and has neither transferred nor retained substantially all of the
Page | 24
risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the
extent of the Fund's continuing involvement in the asset. In that case, the Fund also recognizes
an associated liability. The transferred asset and the associated liability are measured on a basis
that reflects rights and obligations that the Fund has retained.
A financial liability is derecognised when the obligation under the liability is discharged or
cancelled or expired.
Impairment of financial assets
The Fund assesses at each reporting date whether a financial asset or a group of financial assets
classified as loans and receivables is impaired. A financial asset or group of financial assets is
deemed to be impaired, if and only if there is objective evidence of impairment as a result of
one or more events that have occurred after initial recognition of the asset (an incurred "loss
event") and that loss event has an impact on the estimated future cash flows of the financial
asset or group of financial assets that can be reliably measured.
Evidence of impairment may include indications that the debtor or a group of debtors is
experiencing significant financial difficulty, the probability that they will enter bankruptcy or
other financial reorganization, default or delinquency in interest or principal payments and
where observable data indicates that there is a measurable decrease in the estimated future
cash flows, such as changes in arrears or economic conditions that correlate with defaults.
If, there is objective evidence that an impairment loss has been incurred, the amount of loss is
measured as the difference between the asset's carrying amount and the present value of
estimated future cash flows (excluding future expected credit losses that have not yet been
incurred) discounted using the assets original effective interest rate. The carrying amount of the
asset is reduced through the use of an allowance account and the amount of the loss is
recognized in profit or loss as a "Credit loss expense".
Impaired debts, together with the associated allowance, are written off when there is no realistic
prospect of future recovery and all collateral has been realized or has been transferred to the
Fund. If, in a subsequent period, the amount of the estimated impairment loss increases or
decreases because of an event occurring after the impairment was recognized, the previously
recognized impairment loss is increased or reduced by adjusting the allowance account. If a
previous write-off is later recovered, the recovery is credited to the "Credit loss expense".
Interest revenue on impaired financial assets is recognized using the rate of interest used to
discount the future cash flows for the purpose of measuring the impairment loss.
Offsetting financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the statement
of financial position if, and only if, there is a currently enforceable legal right to offset the
recognized amounts and there is an intention to settle on a net basis, or to realize the asset and
settle the liability simultaneously.
8.
Standards issued but not yet effective
Standards issued but not yet effective up to the date of issuance of the Fund's financial
statements are listed below. The Fund intends to adopt applicable standards when they become
effective.
IFRS 7 Disclosures —
Amendments to IFRS 7
Offsetting
Financial
Assets
and
Financial
Liabilities
—
These amendments require an entity to disclose information about rights to set-off and related
arrangements (e.g., collateral agreements). The disclosures would provide users with
information that is useful in evaluating the effect of netting arrangements on an entity's financial
position. The new disclosures are required for all recognised financial instruments that are set
off in accordance with IAS 32 Financial Instruments: Presentation. The disclosures also apply to
recognised financial instruments that are subject to an enforceable master netting arrangement
or similar agreement, irrespective of whether they are set off in accordance with IAS 32.
Page | 25
IFRS 9 Financial Instruments: Classification and Measurement
IFRS 9 as issued reflects the first phase of the IASB's work on the replacement of IAS 39 and
applies to classification and measurement of financial assets and financial liabilities as defined in
IAS 39. The standard is effective for annual periods beginning on or after 1 January 2015. In
subsequent phases, the IASB will address hedge accounting and impairment of financial asset.
The adoption of the first phase of IFRS 9 will have an effect on the classification and
measurement of the Fund's financial assets but will potentially have no impact on classification
and measurements of financial liabilities. The Fund will quantify the effect in conjunction with
the other phases, when issued, to present a comprehensive picture.
IFRS 9 Financial Instruments: Classification and Measurement
IFRS 9 as issued reflects the first phase of the IASB's work on the replacement of IAS 39 and
applies to classification and measurement of financial assets and financial liabilities as defined in
IAS 39. The standard is effective for annual periods beginning on or after 1 January 2015. In
subsequent phases, the IASB will address hedge accounting and impairment of financial asset.
The adoption of the first phase of IFRS 9 will have an effect on the classification and
measurement of the Fund's financial assets but will potentially have no impact on classification
and measurements of financial liabilities. The Fund will quantify the effect in conjunction with
the other phases, when issued, to present a comprehensive picture.
IFRS 13 Fair Value Measurement
IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements.
IFRS 13 does not change when an entity is required to use fair value, but rather provides
guidance on how to measure fair value under IFRS when fair value is required or permitted. The
Fund would assess the impact that this standard will have on the financial position and
performance.
IAS 32 Offsetting Financial Assets and Financial Liabilities — Amendments to 1AS 32
These amendments clarify the meaning of "currently has a legally enforceable right to set-off'.
The amendments also clarify the application of the IAS 32 offsetting criteria to settlement
systems (such as central clearing house systems) which apply gross settlement mechanisms
that are not simultaneous.
Page | 26
S TATEMENT OF C OMPREHENSIVE I NCOME
For the
9 months
ending 31
Dec 2014
N’000
12 months
ending 31
Dec 2015
N’000
12 months
ending 31
Dec 2016
N’000
42,091
38,430
21,045
61,489
55,633
30,744
70,273
63,246
35,136
101,566
147,866
168,655
17,080
5,917
20,496
7,101
24,596
8,520
22,997
27,597
33,116
78,569
(78,569)
120,269
(120,269)
135,539
(135,539)
Forecast earnings (N) per units of
N100.00
6.44
8.22
7.72
Forecast Return on Investment (%)
6.44
8.22
7.72
Notes
Revenue
Interest Income:
Term deposits
Government securities
2
2
2
Other money market securities
Total Revenue
Operating Expenses
Investment management fees
5
6
Other operating expenses
Total Operating Expenses
Net Income
Less: Distributions
Forecast Ratios
S TATEMENT OF F INANCIAL P OSITION AS AT 31 D ECEMBER 2014, 2015 AND 2016
Notes
2014
2015
Dec 2016
N’000
N’000
N’000
Assets
Cash and cash equivalents
3
29,190
30,067
33,885
Money Market Securities
4
1,220,015
1,464,018
1,756,821
1,246,205
1,494,085
1,790,706
29,190
30,067
33,885
1,220,015
1,464,018
1,756,821
Liabilities
Interest Payable
7
Net Asset Value
Financed by:
Unit holders’ Account
8
1,220,015
1,464,018
1,756,821
1,220,015
1,464,018
1,756,821
Page | 27
S TATEMENT OF C ASH F LOWS
For the
9 months
ending 31
Dec 2014
N’000
12 months
ending 31
Dec 2015
N’000
12 months
ending 31
Dec 2016
N’000
Cash flows from operating activities
Money market income
Operating assets brought forward
78,569
-
120,269
1,220,015
135,539
1,464,018
Cash flow from operations
78,569
1,340,284
1,599,557
Cash flows from investing activities:
Purchase of money market securities
(1,220,015)
(1,464,018)
(1,756,821)
Net cash used in investing activities
(1,220,015)
(1,464,018)
(1,756,821)
1,220,015
(52,379)
1,167,636
244,003
(116,392)
127,611
292,803
(131,721)
161,082
26,190
-
3,877
26,190
3,818
30,067
26,190
30,067
33,885
9 months
ending 31
Dec 2014
N’000
12 months
ending 31
Dec 2015
N’000
12 months
ending 31
Dec 2016
N’000
970,015
250,000
1,220,015
244,003
1,464,018
292,803
1,220,015
1,464,018
1,756,821
250,000
244,003
292,803
Earnings (N) per unit on N100
6.44
8.22
7.72
Return on Investment (%)
6.44
8.22
7.72
Cash flows from financing activities:
Proceeds from issue
Distributions
Net cash used in financing activities
Net increase in cash and cash equivalents
Opening cash and cash equivalents
Closing cash and cash equivalents
F ORECAST Y IELD
For the
Net Asset Value at beginning of year
Additions during the year
Increase in Net Asset Value
Money Market Instrument
Short Term Government Securities
Other Money Market Instruments
Targeted weight on amount available for
investment
40%
40%
20%
Page | 28
N OTES TO THE P ROFIT F ORECAST
1.
Reporting Entity
AIICO Money Market Fund (the ‘Fund’) is a Fund domiciled in Nigeria. The Fund is an open-ended
investment fund primarily involved in investing in a diversified portfolio of money market
instruments with the objective of providing unit holders with competitive returns while
safeguarding original investment.
The investment activities of the Fund are managed by AIICO Capital Limited (the investment
manager), a subsidiary of AIICO Insurance Plc currently registered by the Nigerian Securities &
Exchange Commission to carry out portfolio/fund management services. The investment manager
was set up in line with AIICO Insurance Plc’s objective to be a one-stop financial institution as
well as the identified need to optimize its fund under management and bolster its revenue base.
AIICO Capital existed as the investment Unit of AIICO Insurance Plc and as a Unit it established
track record having profitably managed AIICO Insurance PLC’s fund, with N19.7 billion funds
under management as at 31 December, 2012. The investment manager intends to build on this
impressive performance and establish itself as a leading portfolio manager in the country.
2.
Revenue
Term Deposit
Targeted Volume of Investment
2014
N’000
11.50%
42,091
488,006
2015
N’000
10.50%
61,489
585,607
2016
N’000
10.00%
70,273
702,729
Government Securities
10.50%
38,430
488,006
9.50%
55,633
585,607
9.00%
63,246
702,729
Other Money Market Instrument
11.50%
21,045
244,003
10.50%
30,744
292,804
10.00%
35,136
351,364
101,566
147,866
168,655
Total Revenue
3.
Cash and Cash Equivalents
The balance in this account represents cash available for distribution to unit holders at the
balance date.
4.
Money Market Securities
Balance at the beginning of the year
Issue Cost
Addition during the year
Balance at the end of the year
5.
2014
N’000
1,000,000
(29,985)
250,000
1,220,015
2015
N’000
1,220,015
244,003
1,464,018
2016
N’000
1,464,018
292,803
1,756,821
2014
N’000
1,220,015
2015
N’000
1,464,018
2016
N’000
1,756,821
17,080
20,495
24,595
Investment Management Fees
Net assets value before distribution
Investment Management Fees
An annual investment management fee of 1.40% of the Net Assets Value is payable to the fund
manager out of which the fund manager will pay the premium to cover a group accident policy for
each of the fund unit holder.
6.
Other Operating Expenses
Other operational expenses are made up of Trustees fees, solicitor’s fees, custodian fees,
auditors’ fees, annual rating fee and other administrative charges. This is estimated at 0.49% of
the Net Assets Value.
Page | 29
7.
Interest Payable
Interest payable is the interest distributable to unit holders in the fund. Interest income
distributable to unit holders will be on quarterly basis. The balance in interest payable account is
the interest accrued at balance sheet date and becomes payable at the beginning of the following
quarter.
8.
Unit holders’ Account
Balance at the beginning
Issue Cost
Addition during the year
Balance carried forward
2014
N’000
1,000,000
(29,985)
250,000
1,220,015
2015
N’000
1,220,015
244,003
1,464,018
2016
N’000
1,464,018
292,803
1,756,821
Page | 30
L ETTER FROM THE I SSUING H OUSE
The following is a copy of the letter from the Issuing House on the financial forecast:
Plot 266B Kofo Abayomi Street
Victoria Island
Lagos, Nigeria
Tel: +234 (1) 850 7265
Fax: +234 (1) 461 7524
www.vetiva.com
31 January, 2013
The Directors
4th Floor AIICO Plaza
Plot PC12 Afribank Street
Victoria Island
Dear Sirs
OFFER FOR SUBSCRIPTION
FUND (“FUND”)
OF
10,000,000
UNITS OF
N100.00
EACH AT
PAR
IN THE
AIICO MONEY MARKET
We write further to the Prospectus issued in respect of the Offer for Subscription of 10,000,000 Units
in the Fund. The Prospectus contains financial forecasts of the Fund for the three years ending 31
December 2014, 2015 and 2016.
We have discussed the bases and assumptions upon which the forecasts were made with you and with
Pedabo Audit Services, the Reporting Accountants. We have also considered the letter dated 30
January 2013 from the Reporting Accountants regarding the accounting bases and calculations upon
which the forecasts were compiled.
Having considered the assumptions made by you as well as the accounting bases and calculations
reviewed by Pedabo Audit Services, we consider that the forecasts (for which you as Directors are
solely responsible) have been made by you after due and careful enquiry.
Yours faithfully,
For:Vetiva Capital Management Limited
CHUKA ESEKA
MANAGING DIRECTOR/CEO
Page | 31
H ISTORICAL F INANCIAL I NFORMATION OF AIICO C APITAL L IMITED
A UDITED S TATEMENT OF F INANCIAL P OSITION OF AIICO C APITAL AS AT 31 ST D ECEMBER ,
2012 AND 30 TH S EPTEMBER , 2013
Notes
31December
2012
N’000
30September
2013
N’000
9,576,656
4,082,410
3,500
57,580
6,123,821
12,789,368
4,689,512
3,500
13,000
8,608,685
19,843,967
26,104,066
19,343,842
125
25,734,234
525
19,343,967
25,734,759
500,000
-
500,000
(130,694)
500,000
369,306
19,843,967
26,104,066
Assets
Cash & Short Term Fund
Investments
Property & Equipment
7
8
9
17
10
11
Pre-operational Expenses
Intangible Assets
Other Investments
Total Assets
Liabilities
Deposits & Clients Accounts
12
Other Liabilities
Total Liabilities
Equity
Share Capital
Retained Losses
Total equity attributable to
equity holders
13
15
Total Liabilities & Equity
A UDITED S TATEMENT OF C OMPREHENSIVE I NCOME OF AIICO C APITAL FOR THE PERIOD
TH
ENDED 31 ST D ECEMBER , 2012 AND 30
S EPTEMBER , 2013
31 December
2012
N’000
30 September
2013
N’000
-
(38,498)
(992)
-
(39,490)
Directors’ Fees/Allowance
-
(1,800)
Profit/(Loss) Before Tax
-
(41,290)
Notes
1
Income
Personal Expenses
Other Expenses
14
14
Pre-operational expenses
15
-
(44,580)
Other pre-operational expenses
16
-
(44,824)
-
(130,694)
Retained Losses
Page | 32
N OTES TO THE F INANCIAL S TATEMENTS OF AIICO C APITAL
1. REPORTING ENTITY
AIICO Capital Ltd. incorporated on 10 June 1998 is a company domiciled in Nigeria with the
registered office at AIICO Plaza, Plot PC 12, Churchgate Street, Victoria Island, Lagos, Nigeria. It
commenced business on 02 January, 2013 and is registered by the Securities & Exchange
Commission. The financial statements of the company is for the period ended 30th September,
2013. AIICO Capital Ltd. is primarily involved in portfolio/fund management services. AIICO
Capital Ltd. is about to launch its mutual fund which is undergoing approval with SEC.
2. BASIS OF PREPARATION
a. Statement of Compliance
The financial statements have been prepared in accordance with International Financial
Reporting Standards (IFRS) as issued by the International Accounting Standards Board
(IASB).
b. Basis of Measurement
The financial statements have been prepared on the historical cost basis except for the
following material items in the statement of financial position:
c.
Investment in equity instruments are measured at fair value;
Available-for-sale financial assets are measured at fair value.
Functional and Presentation Currency
This company's financial statements are presented in Naira which is the company functional
currency, except as otherwise indicated, some expenses were rounded up as estimates.
d. Use of Estimates and Judgements
The preparation of the financial statements in conformity with IFRSs requires management to
make judgements estimates and assumptions that affect the application of policies and the
reported amounts of assets, liabilities, income and expenses. Actual may differ from these
estimates. Estimates and underlying assumptions are reviewed on an on-going basis.
Revisions to accounting estimates are recognised in the period in which the estimate is revised
and in any future periods affected.
e. Changes in Accounting Policies
i. Financial Assets and Liabilities
The requirements of IFRS 9 represent a significant change from the classification and
measurement requirements in IAS 39 Financial Instruments: Recognition and Measurement
in respect of financial assets. IFRS 9 contain two primary measurement categories for
financial assets: amortised cost and fair value. Unless it is designated as measured at fair
value, a financial asset is measured at amortised cost if it is held within a business model
whose objective is to hold assets in order to collect contractual cash flows, and the asset's
contractual terms give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal outstanding. All other financial assets are measured
at fair value.
For investment in equity instruments that are not held for trading, IFRS 9 allows an
irrevocable election, on an investment-by-investment basis, to present fair value changes
from the investment in other comprehensive income. Dividends on such investments are
generally recognised in profit or loss.
3. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies set out below have been applied consistently to all periods
presented in this company's financial statements.
a. Management Fees
Fees and commission income, including account servicing fees, investment management fees,
are recognised as the related services are performed. The company is about to launch its
mutual funds which is undergoing approval with Securities & Exchange Commission,
consequently no income for the accounting period. The main client, who is the parent
company, is not yet a paying client.
Page | 33
4. FINANCIAL ASSETS AND FINANCIAL LIABILITIES
i.
Recognition and Initial Measurement
The company initially recognises loans and advances, deposits, debt securities issued and
subordinated liabilities on the date at which they are originated. All other financial assets and
liabilities (including assets and liabilities designated at fair value through profit or loss) are
initially recognised on the trade date at which the company becomes a party to the contractual
provisions of the instrument. A financial asset or financial liability is measured initially at fair
value plus, for an item not at fair value through profit or loss, transaction costs that are
directly attributable to its acquisition or issue.
ii.
Classification
Financial assets- At inception a financial asset is classified as measured at amortised cost or
fair value. A financial asset qualifies for amortised cost measurement only if it meets both of
the following conditions:
(a) the asset is held within a business model whose objective is to hold assets in order to
collect contractual cash flows; and
(b) the contractual terms of the financial asset give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal amount outstanding.
If a financial asset does not meet both of these conditions, then it is measured at fair value.
The company makes an assessment of a business model at a portfolio level as this reflects the
best way the business is managed and information is provided to management of whether an
asset is held within a business model whose objective is to hold assets in order to collect
contractual cash flows, the Company considers: management's stated policies and objectives
for the portfolio and the operation of those policies in practise; how management evaluates
the performance of the portfolio; whether management's strategy focus on earning contractual
interest revenues; the degree of frequency of any expected asset sales; the reason for any
asset sales; and whether assets that are sold are held for an extended period of time relative
to their contractual maturity or are sold shortly after acquisition or an extended time before
maturity.
Financial assets held for trading are not held within a business model whose objective is to
hold the asset in order to collect the contractual cash flows. At inception financial asset was
classified in one of the following categories:
-
iii.
Held to maturity;
Available for sale or;
At fair value through profit or loss and with the category as:
Held for trading; or
designated at fair value through profit or loss
Fair Value Measurement
Fair value is the amount for which an asset could be exchanged or a liability settled, between
knowledgeable, willing parties in arm's length transaction on the measurement date. When
available, the company measures the fair value of an instrument using quoted prices in an
active market for that instrument. A market is regarded as active if quoted prices are readily
and regularly available and represent actual and regularly occurring market transaction on an
arm's length basis.
The best evidence of the fair value of a financial instrument at initial recognition is the
transaction price, i.e. the fair value of the consideration given or received, unless the fair
value of the instrument is evidenced by comparison with other observable current market
transaction in the same instrument i.e. without modification or repackaging, or based on a
valuation technique whose variables include only data from observable markets.
iv.
Identification and Measurement of Impairment
At each reporting date the company assesses whether there is objective evidence that
financial assets carried at amortized cost are impaired. A financial asset or a company of
financial assets is impaired when objective evidence demonstrates that a loss event has
occurred after the initial recognition of the assets, and that the loss event has an impact on
the future cash flows of the asset that can be estimated reliably.
Objective evidence that financial assets are impaired can include significant financial difficulty
of the borrower or issuer, default or delinquency by a borrower, restructuring of a loan or
Page | 34
advance by the company on terms that the company would not otherwise consider, indications
that a borrower or issuer will enter bankruptcy, the disappearance of an active market for a
security, or other observable data relating to a company of assets such as adverse changes in
the payment status of borrowers or issuers in the company, or economic conditions that
correlate with defaults in the company.
The company considers evidence of impairment for loans and advances and investment
securities measured at amortized costs at both a specific asset and collective level. All
individually significant loans and advances and investment securities measured at the
amortized cost are assessed for specific impairment. All individually significant loans and
advances and investment securities measured at amortized cost that are not individually
significant are collectively assessed for impairment by accompanying together loans and
advances and investment securities measured at amortized cost with similar risk
characteristics.
Impairment losses on assets carried at amortized cost are measured as the difference
between the carrying amount of the financial asset and the present value of estimated future
cash flows discounted at the asset's original effective rate. Impairment losses are recognized
in profit or loss and reflected in an allowance account against loans and advances. Interest on
impaired assets continues to be recognised through the unwinding of the discount. When a
subsequent event causes the amount impairment loss to decrease the decrease in impairment
loss is reversed through profit or loss.
v.
Cash and Cash Equivalents
Cash and Cash Equivalents includes notes and coins on hand, unrestricted balances held with
central bank and highly liquid financial assets with maturities of three months or less from the
acquisition dates that are subject to an insignificant risk of changes in their fair value, and are
used by the company in the management of its short term commitments. Cash and cash
equivalents are carried at amortized cost in the statement of financial position.
5. PROPERTY AND EQUIPMENT
i.
Recognition and Measurement
Items of property and equipment are measured at cost less accumulated depreciation and
accumulated impairment losses. Cost includes expenditure that are directly attributable to the
acquisition of the asset. The cost of self-constructed assets includes the cost of materials and
direct labour, any other costs directly attributable to bringing the assets to a working condition
for their intended use. The cost of dismantling and removing the items and restoring the
assets on which they are located and capitalised borrowing cost. Costs also may include
transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency,
purchases of property and equipment. Purchased software that is integral to the functionality
of the related equipment is capitalised as part of that equipment. When parts of an item of
property or equipment have different useful lives, they accounted for as separate items (major
components) of property and equipment. The gain or loss on disposal of an item of property
and equipment is determined by comparing the proceeds from disposal with the carrying
amount of the item of property and equipment, and is recognised in other income/other
expenses in profit or loss.
ii.
Depreciation
Depreciation is recognised in profit or loss on a straight- line basis over the estimated useful
lives of each parts of an item of property and equipment since this most closely reflects the
expected pattern of consumption of the future economic benefits embodied in the assets.
Leased assets under finance leases are depreciated over the shorter of the lease term and
their useful lives. Land is not depreciated. The estimated useful lives for the current and
comparatives years are as follows:
Building
IT Equipment
Fixtures and Fittings
40 years
3-5 years
5-10 years
Depreciation methods, useful lives and residual values are reassessed at each reporting date
and adjusted if appropriate
Page | 35
6. INTANGIBLE ASSETS
i.
Software
Software acquired by the company is stated at cost less accumulated amortisation and
accumulated impairment losses. Expenditure on internal developed software is recognised as
an asset when the company is able to demonstrate its intention and ability to complete the
development and use the software in a manner that will generate future economic benefits,
and can reliably measure the cost to complete the development. The capitalised cost of
internally developed software includes all cost directly attributable to developing the software
and capitalised borrowing costs, and is amortized over its useful life. Internally developed
software is stated at capitalised cost less accumulated amortization and impairment.
Subsequent expenditure on software assets is capitalised only when it increases the future
economic benefits embodied in the specific assets to which it relates. All other expenditure is
expensed as incurred.
Amortization is recognised in profit or loss on a straight-line basis over the estimated useful
life of the software, from the dates that it is available for use since this most closely reflects
the expected pattern of consumption of the future economic benefits embodied in the asset.
The estimated useful life is 3-5 years. Amortization methods, useful lives and residual values
are reviewed at each financial year end and adjusted if appropriate.
7. CASH AND SHORT TERM FUNDS
Treasury Bills
Bank Deposits
Structure Investment
Call & Current Account
Commercial Papers
2012
N
2,524,634,637
6,579,688,348
259,997,171
152,335,526
60,000,000
9,576,655,682
2013
N
4,870,052,131
6,830,106,017
244,881,817
343,710,269
500,617,585
12,789,367,819
2012
N
4,082,409,609
2013
N
4,689,512,454
8. EQUITY INVESTMENTS
a. Investments cut across various sectors and are too numerous to be analysed singly. The
quoted shares are stated at fair value, which is their market value, that is, quoted prices on
the Nigeria Stock Exchange as at 30th September, 2013.
b. There are no diminution of investment in the current reporting period.
9. PROPERTY & EQUIPMENT
Furniture & Fittings
Machinery & Equipment
Motor Vehicles
2012
N
374,156
186,000
2,940,250
3,500,406
2013
N
374,156
186,000
2,940,250
3,500,406
Non-current asset are valued at the Net book value, the transferred price.
Depreciation is not yet charged on these assets.
10. INTANGIBLE ASSETS
2012
N
13,000
Software Acquisition
2013
N
13,000
11. OTHER INVESTMENTS
Private Equities
Unquoted Stocks
Bonds
Real Estate
Other Funds
2012
N
525,881,615
1,991,225,448
3,031,170,590
559,350,000
16,193,843
6,123,821,496
2013
N
2,099,529,065
5,830,662,046
667,300,000
11,193,842
8,608,684,953
Page | 36
12. DEPOSITS & CLIENTS ACCOUNTS
2012
N
19,343,841,807
Clients Account
2013
N
25,734,234,421
Prior-year clients were paid off on the changes made from the previous management. The bulk of
these clients’ accounts belong to AIICO Insurance PLC, who is also responsible for the payment of
the operating costs to date.
13. SHARE CAPITAL
Authorised, Issued, Called and Fully Paid
Ordinary shares of N1 each
2012
N
500,000,000
2013
N
500,000,000
During the year, the Authorised Share Capital was increased from N50m to N500m. The increment
became registered with the Corporate Affairs Commission on the 11th of July, 2012.
14. PERSONNEL & OTHER EXPENSES
Personnel Expenses – Salaries & Wages
Pension
Other Administrative Expenses
2012
N
-
2013
N
36,644,711
1,852,865
38,497,576
992,249
39,489,825
2012
N
9,245,000
5,000,000
30,000,000
13,000,000
125,000
209,614
57,579,614
(13,000,000)
44,579,614
2013
N
-
15. PRE-OPERATIONAL EXPENSES
Filing Fees and stamp duty
Legal Fees
Registration Fees
Software Acquisition
Audit Fees
Other Expenses
Less Software Acquisition capitalised
The above pre-operational expenses except software acquisition have been expensed.
16. OTHER PRE-OPERATIONAL EXPENSES
Audit Fees and Expenses
Vehicle Maintenance
Telephone and IT
Stationeries and Office Expenses
Local Transport
Travel and subsistence
2012
N
-
2013
N
400,000
680,000
357,800
250,650
158,500
257,400
2,104,350
-
42,720,000
44,824,350
Personnel
Personnel Expenses
Other pre-operational expenses were borne by AIICO Insurance Plc., the parent company.
17. COMPARATIVE FIGURES
Prior year figures have been adjusted to reflect better understanding of the financials(See Note
15)
Page | 37
I NFORMATION ON THE FUND M ANAGER AND THE T RUSTEE
B RIEF P ROFILE OF THE F UND M ANAGER
AIICO Capital Limited is a subsidiary of AIICO Insurance PLC currently registered by the Nigerian
Securities & Exchange Commission to carry out portfolio/fund management services. In line with
AIICO Insurance PLC’s objective to be a one-stop financial institution as well as the identified need to
optimize its fund under management and bolster its revenue base through the management of third
party funds, AIICO Capital Limited (“AIICO Capital” or “Company”) was set up to manage its assets
and that of third parties.
AIICO Capital possesses a dynamic, customer-centric and result oriented team. The Company’s
understanding of the investment terrain and varied investment needs of clients guides its product
design. The Company provides bespoke wealth solutions for its clients by adopting a research based
approach for every investment decision taken in order to match investments with objectives. AIICO
Capital existed as the Investment Unit of AIICO Insurance PLC and as a Unit has an established track
record having profitably managed AIICO Insurance PLC’s fund, with N19.7 billion funds under
management as at 31 December, 2012.
AIICO Capital offers the following products to its clientele:
Portfolio Management Services
This product is tailored for institutions and high net worth individuals. It involves discretionary
and non-discretionary portfolio management and financial planning services to this select
group. AIICO Capital offers advice to clients on investment mix and policy, matching
investments to objectives, asset allocation and balancing risk against performance.
Mutual Funds
Given the understanding that some investment procedures and financial requirement could act
as stumbling blocks especially to the retail segments, AIICO Capital will pool funds from
various investors in the retail segment and professionally manage it to generate income and
capital gains. The simplicity, affordability and professional management of this product helps
cater for the needs of the retail segment. In addition, as an added value, each investor would
be provided with an insurance risk protection.
D IRECTORS OF THE F UND M ANAGER
The Board of Directors of the Fund Manager is currently constituted as follows:
Chief (Dr.) Oladele Fajemirokun (Chairman)
Chief Fajemirokun obtained a Bachelor of Science degree in Economics from the University of Ife in
1974 and has also received various awards and international honours such as Honorary Doctorate
Degree in Business Administration from City University, Los-Angeles, United State of America. He is a
Fellow of the Institute of Administrative Management of Nigeria and the Institute of Directors
respectively.
Chief Oladele Fajemirokun has over 30 years of extensive experience in, building and growing
companies as well as in wealth creation within and outside Nigeria. He has cultivated and invested in a
number of companies in Nigeria, amassing a forte of high-performance enterprises in key sectors of
the economy including Telecommunications, Oil & Gas, Agriculture, Manufacturing and Financial
Services. He is currently serving as the Chairman on the Board of several companies which include
Henry Stephens & Sons Limited, Nigerian Maritime Services Limited, Food Concept and Entertainment
Limited, Logic Science Limited, FSS Gases Limited, Blue-Chip Communications Limited and Kings
Guards Securities Group Limited.
Page | 38
Dipo Oguntuga (Managing Director)
Mr Oguntuga holds a BSc. degree in Microbiology from the University of Lagos (1989)and an MBA with
specialization in Finance from University of the District of Columbia, Washington, D.C, United States of
America (1996).
He began his career with Goodwill Industries, Washington D.C. in 1991 and thereafter moved to AMC
Corporation, Maryland in 1994. In 1998 he moved back to Nigeria and joined WSTC Financial Services
Limited. In 2000, he joined Lead Securities & Investments Limited, a subsidiary of Lead Bank Plc. He
had stints in Trust Fund Pensions Plc (2005 to 2008)and Afrinvest Limited(2008 to 2009). In 2009, he
joined the asset management unit of AIICO Insurance Plc as the General Manager and in 2012, he
became the pioneer Managing Director of AIICO Capital Limited. Dipo has been exposed to financial
management, marketing, economic & investment research and investment management. He also has
vast experience in relationship management, consulting, systems implementation and financial
advisory services.
Segun Oye (Director)
Mr. Oye graduated from Obafemi Awolowo University with a First Class in Computer Science &
Economics in 1990. He holds an MBA from the University of Ibadan with specialization in
Finance(1998). Upon completion of the programme, he joined the Management Development
Programme of First City Monument Bank PLC in 1998. In 2001, Mr. Oye proceeded to the United
Kingdom to study International Securities and Investment Banking at ICMA Centre, University of
Reading. He took up appointment with Lead Securities & Investment Limited (now Lead Capital
Limited) as a Stockbroker and Investment Manager in 2003.
He established Real Solutions Limited, first as an investment vehicle in 1998, and as a full start-up
Company in 2005 under the new name of Alicorn Capital Managers Limited, engaging in the business
of investment management and financial services training. He is an entrepreneur, an astute portfolio
manager, an educator and a value investor. Mr. Oye is a practicing Chartered Stockbroker.
Edwin Friday Igbiti (Director)
Edwin Igbiti’s career in Insurance spans over two decades. His visionary leadership has helped to
inspire AIICO’s continuous and exceptional growth which has seen the company rank amongst the top
2 Insurance companies in the last 4 years. He is a seasoned professional with tremendous depth and
wealth of technical expertise and best in-class management practices.
Prior to joining AIICO Insurance, he had served and gained vast experience in Insurance at Phoenix
Insurance Company, where he worked for several years. He is professionally affiliated to the Nigerian
Institute of Management, Chartered, (NIMC) and the Chartered Insurance Institute of Nigeria (CIIN)
where he recently bagged a fellowship of the institute. He has attended several local and international
courses and seminars.
Edwin is currently the Managing Director of AIICO Plc. He holds an MBA from the University of AdoEkiti (2005), an Advanced Diploma in Management from the University of Lagos (1997), an Insurance
Certificate from chartered Insurance Institute, London and is an alumnus of Howard University
Business School, U.S.A.
Mr. Buki Oluwadiya (Director)
Mr. Oluwadiya is a fellow of the Institute of Chartered Stock Brokers. He started his career as an
Accountant with Mobil Producing Nigeria Unlimited in 1980 where he worked in various positions within
the Finance Controller’s department before joining Abacus Securities Limited as the pioneer General
Manager in 1983.
Mr. Oluwadiya’s banking career started in Grindlays Merchant Bank of Nigeria Limited(“Grindlays”) in
1985 where he rose to the position of Assistant General Manager (Corporate Banking) before he was
seconded in 1990 to Sydney, Australia for two years to work for the Australia and New Zealand
Banking Group (ANZ) – the parent company of Grindlays Bank Plc, London. During the secondment,
Mr. Oluwadiya was exposed to International Banking, Funds Management, Property Financing and
Mortgage Securitization within the ANZ Group.
Page | 39
In January 1992, Mr. Oluwadiya was confirmed as General Manager (Strategic Planning) of Grindlays
(now Stanbic Merchant Bank) before joining Magnartis Finance & Investment Limited as Managing
Director in July 1992.
Mr. Oluwadiya has extensive experience in the Nigeria Financial services sector and has also been
exposed to international practices through short-term assignments in Australia, United Kingdom and
India. He has experience in the area of Corporate Finance and Advisory services, Initial Public
Offering, Private Placement, Restructuring and Privatization. He has been personally involved in a
number of key projects relating to restructuring, advising on strategic financing options and raising
funds in the Nigerian capital market.
Chief (Dr.) Rasheed Gbadamosi, OFR (Director)
Chief (Dr.) Rasheed Gbadamosi graduated with a BA in Economics from University of Manchester,
England (1966). He obtained an Advanced Diploma in Economic Development, also from the same
University in 1967, and thereafter proceeded to the University of New Hampshire, USA where he
obtained his MSc. degree in Economics (1969). In 2005, he was awarded an Honorary Doctorate
degree by Lagos State University.
He is currently the Chairman of the board of Ragolis Waters Limited, Vono Products Nigeria PLC, BHN
PLC, and Lucky Fibres PLC. He was the Chairman of the board of directors of Nigerian Industrial
Development Bank (now Bank of Industry) between 1986 and 1994. Furthermore, he is a Director of
many companies, including Commercial and Scientific Computing of Nigeria Limited, Syndicated Metal
Industries Limited, Cappa & D’Alberto Plc and Sparnoon Nigeria Limited.
Chief Gbadamosi has an outstanding record of public service. He served as the Commissioner for
Economic Development and Establishment in Lagos State between 1967 and 1969 and was the
Honourable Minister for National Planning between 1988 and 1989. He is the current Chairman of
Petroleum Products Pricing Regulatory Agency and a trustee of the Musical Society of Nigeria. Chief
Gbadamosi was conferred with the National Merit Award of the Order of the Federal Republic (OFR) in
1995.
Dr. (Miss) Adenike Fajemirokun (Director)
Dr. (Miss) Adenike Fajemirokun is a highly experienced Risk Management, Strategy and Performance
specialist with over 10 years diverse experience executing Risk Management, Strategy performance
improvement programs in Financial Engineering and other industries. She graduated with a second
class upper division in Civil Engineering from the University of Manchester in 2000.
She has excellent understanding of the financial industry coupled with the ‘think out of the box’
engineering background utilized in seeking out opportunities. She possesses vast experience in
utilizing business focus to develop methodologies and improve various processes and controls across a
company; ensuring effective monitoring of performance and risk management and increasing
shareholder values when applicable. She has worked in Deutsche Bank AG of London (2005 to 2009),
as well as First Bank of Nigeria as the Head of Operational Risk from 2009 till date.
T HE F UND M ANAGEMENT T EAM
The management team of AIICO Capital is led by Mr. Dipo Oguntuga (Managing Director). Other
members of the management team are:
Folake Ogunnaike
Folake has over 10 years combined experience in banking, law and portfolio management. She holds a
Bachelor of Law degree from the University of Lagos (2000) and was called to the Nigerian Bar in May
2002. She is also a candidate of the IMC examinations (the UK chapter of the CFA Institute).
She commenced her career at Akinwunmi & Busari Legal Practitioner in Lagos in 2003. She joined
AIICO Insurance PLC in 2010 as an investment manager, growing the portfolio from N10 billion to
over N19 billion as at end of 2012.
Page | 40
Prior to joining AIICO Insurance, she worked in the Wealth management unit of Afrinvest Limited
between 2008 and 2010 where she coordinated the investment management process of managed
portfolios and ensured that investment strategies were implemented across all portfolios.
Before this, she was a credit analyst and relationship manager with Ecobank Nigeria Plc (2006 to
2008), where she managed the portfolio of multinationals and local corporates in the Personal Care
Industry.
Iyabo Alatise
Iyabo holds a HND in Accounting from Lagos State Polytechnic (1992); an MBA from University of
Ibadan (2005); Fellow of the Institute of Chartered Accountants of Nigeria (2008); and an associate
member of the Chartered Institute of Taxation of Nigeria. She has over 18 years combined experience
in treasury, financial and investment management.
She joined AIICO Insurance in 2005 as the Head of the Income Unit, and later moved to the Asset
Management Unit in 2009, where she doubled as the finance manager as well as the capacity of the
investment manager. In January 2013 she became the finance manager of AIICO Capital Limited.
Prior to joining AIICO Insurance, she worked in the Management Information unit of Nigerian Airspace
Management Agency between 2001 and 2004 where she coordinated and analysed the financial
information from various units for management’s purposes. Before this, she was a branch accountant
with FAAN between 1995 and 2000, where she analysed the financial records of various airports on
monthly basis.
Olorunnibe Adeniyi Daniel
Olorunnibe holds a Master’s Degree in Actuarial Science from University of Ibadan (2006). He is a
Chartered Risk Analyst (2012) and Fellow of the American Academy of Financial Management (2012).
He is also a member of Portfolio Management Institute.
He joined AIICO Insurance in 2011, as Head, Enterprise Risk Management, after his voluntary
resignation from Amana Capital Pension Limited (Licensed PFA) as Head, Risk Management (February,
2007 and March, 2011). He also worked with Sigma Vaughn Sterling Pensions Limited (Risk
Management department) for fifteen months between 2005 and 2007; before joining Sigma Pensions,
he worked with Nigeria Social Insurance Trust Fund (NSITF) for eight years in Actuarial and ICT
department between 1997 and 2005.
Gbolahan Aina
Gbolahan is a consummate investment banking professional whose experience cuts across Investment
research, corporate finance and portfolio management. He holds a Bachelor of Science degree in
Economics from Obafemi Awolowo University, Ile-Ife (2007) and is a final level candidate in the CIS
program.
He joined AIICO Insurance in 2010 as a research analyst from Lead Capital where he worked in the
corporate finance unit between 2007 and 2010. During his time at Lead Capital, he was actively
involved in key projects relating to restructuring, financial advisory and capital raising transactions. He
has also provided up-to-date research backed data; information and analysis to a wide clientele base
both on the buy and sell side. He also provided financial analysis on capital market activities in one of
Nigeria’s leading newspaper whilst he was at Lead Capital.
Page | 41
B RIEF P ROFILE OF THE T RUSTEE
UBA Trustees Limited (“UBA Trustees”) is a wholly owned subsidiary of UBA Capital PLC and
commenced business about fifty years ago operating solely as a Trustee company. UBA Trustees is
Nigeria's premier trustee company with quality, depth and extensive experience in a wide range of
money, capital markets and real estate transaction and with trust mandates in excess of N6.0 trillion
and N2.015 billion in Shareholders’ Fund.
UBA Trustees provides its clients with the highest quality security trust services, characterized by high
level professionalism, proactivity, accurate information, prompt and efficient services and flexibility
where required, to achieve the transaction objectives and to secure the interest of the parties.
The company’s systems are backed by excellent and well trained personnel with combined security
management and relevant experience spanning over one hundred (100) years; robust risk
management, controls systems and procedures; extensive business continuity plans and resources;
and world class technology (Trust/Custody Systems) with multiple interface (SWIFT/Fax/E-mail).
D IRECTORS OF THE T RUSTEE
Emmanuel N. Nnorom – Chairman
Mr. Nnorom is an acclaimed industry expert in banking operations. He trained as an accountant with
Peat Marwick Caselleton Eliot & Co and qualified as chartered accountant in 1982, after winning
several awards. He is currently the Executive Director/Group Executive Officer of UBA Holding
Company.
Vincent Omoike - Director
Vincent is a fellow of the Institute of Chartered Accountants of Nigeria and a member of the Chartered
Institute of Bankers, London. He served for several years with the Central Bank of Nigeria till his
retirement in November, 2003 as a Director. He was appointed Executive Chairman of Assurance Bank
of Nigeria in 2005 by the Central Bank of Nigeria.
Tomi Somefun – Director
Tomi Somefun is the Managing Director/CEO of UBA Pensions Custodian Limited. She has been an
Associate of the Chartered Institute of Accountants of Nigeria since 1985. She was formerly the
Managing Director/CEO of UBA Capital and Trust Limited.
Oluwatoyin Sanni – Managing Director/CEO
Toyin is a Lawyer, Chartered Secretary and Stockbroker with over twenty five years’ experience in
Trusteeship, Law, Asset Management and Corporate Finance. Oluwatoyin holds an LLB (Hons.), Ife
and LLM (Hons.) from the University of Lagos.
Prior to joining UBA Group, she was an Assistant General Manager with First Trustees Nigeria Limited
and later Managing Director of Cornerstone Trustees Limited. She is the President of the Association of
Corporate Trustees, Vice President of the Association of Investment Advisers and Portfolio Managers
and the Publicity Secretary of the Association of Custodians as well as a member of the National Bond
Steering Committee. She trained at various top institutions including the New York Institute of
Finance, the Euromoney Schools for International Financial Law and Robert Kennedy College,
Switzerland.
M ANAGEMENT P ROFILE OF T RUSTEES
Aside Oluwatoyin Sanni who is the Managing Director/CEO, the following are the other members of the
management of the Trustee:
Tokunbo Ajayi – Head, Government & Corporate Bonds
Tokunbo qualified as a Barrister & Solicitor of the Supreme Court of Nigeria in 1986 after a BL degree
from University of Ile-Ife in 1985. Prior to joining the UBA Group in 1989, she was in private legal
practice. She is a very experienced trustee and a member of the Nigerian Bar Association, FIDA,
Nigerian Institute of Management, the Business Recovery & Insolvency Practitioners Association of
Nigeria and the British Council. She is an Alumnus of Philips Consulting and South Africa Senior
Management Programme. She is both a Trustee and the Financial Secretary of the Association of
Corporate Trustees.
Page | 42
Shuaibu Kasandubu – Head, Northern Nigeria
Shuaibu holds a Bachelor of Agriculture degree from Ahmadu Bello University, Zaria and a Master’s
Degree in Public Administration (MPA) from University of Ilorin. Prior to joining UBA Trustee, he had
worked with Union Trustees Limited, where he served as the Head, Northern Region Office in Abuja.
He is a member of the Institute of Personnel Management.
Austine Akpe – Head, Collective Investment Schemes
Austine holds a Bachelor of Arts
the University of Maiduguri. He
Group, he had several years’
Diamond Bank PLC and Access
Management.
degree in English and Masters in International Law & Diplomacy from
has over seventeen years banking experience. Prior to joining UBA
experience in branch development and relationship marketing in
Bank PLC. He is an Associate Member of the Nigerian Institute of
Johnson Osobu – Chief Financial Officer
Johnson has over 15 years work experience in auditing, taxation and other related fields. He holds a
BSc. Accounting degree from Ambrose Alli University, Ekpoma, and is an Associate of the Chartered
Institute of Accountants and Chartered Institute of Taxation of Nigeria (CITN).
Olubusayo Adeniyi – Chief Operating Officer
Busayo is a financial manager with over 15 years varied experience in finance, money, capital market
relationship and back office management. He attended trainings both locally and internationally. He
worked with Stanbic Bank Limited, a member of Standard Back Group of South Africa (now Stanbic
IBTC Bank Plc) in the Equity Brokerage subsidiaries (SEL and SIAML) between March 2002 and
December 2009. He was the Assistant General Manager in charge of Operations and Finance of these
businesses before leaving.
He worked as Director/Consultant to Metro Mega Consulting Limited in charge of financial planning
and strategy between January 2010 and March 2011 before he joined the services of Springboard
Trust and Investment Limited on March 2011 as the Chief Finance Officer of the company overseeing
the Group’s financial matters, the post he occupied till March 2012. He joined the UBA Group in April
2012 as the Chief Operating Officer, Trustees/Global Investor Services.
He holds a Bachelor Degree in Accounting from Ambrose Alli University and a Master’s Degree in
Finance from Manchester Business School. Busayo is also a member of the Chartered Institute of
Accountants of Nigeria and a prospective member of the Chartered Institute of Stockbrokers.
Page | 43
F UND I NVESTMENT C OMMITTEE
The Investment Committee will advise and guide the Fund Manager on its investment strategies and
policies in order to ensure that its activities conform with the Fund’s established investment objectives
and in the overall interests of the Unit-Holders. In addition, the Investment Committee will pay special
regard to the SEC guidelines regarding restriction on investments as prescribed from time to time. The
Investment Committee will also review the portfolio periodically in order to assess liquidity positions
and evaluate the risk parameters and will, from time to time, rebalance the portfolio.
The membership of the Investment Committee is as follows:
S/NO.
1.
2.
3.
4.
5.
MEMBERS
Buki Oluwadiya
Dipo Oguntuga
Folake Ogunnaike
Toyin Sanni – representative of the Trustee
Tokunbo Akobe-Ajibolu – Independent member
The profile of the members listed from (I) to (iv) have been provided above
Tokunbo Akobe-Ajibolu (Independent Member)
Tokunbo Akobe–Ajibolu is a prolific writer on personal finance and investing. Registered by Securities
& Exchange Commission as an Investment Adviser and Portfolio Manager, he has vast experience in
Wealth Management, Investor’s Relation, and Fund Management. He is currently Editor-in-Chief/CEO
of NETWORTH (a Wealth Management magazine), where he successfully developed and implemented
high profile events targeted at the High Networth, Institutional Investing community and Fund
Management Industry such as The NETWORTH Wealth Management Forum, The NETWORTH
Compensation and Benefits Summit, The NETWORTH Pensions Roundtable, The NETWORTH Mutual
Fund Managers Roundtable.
His Wealth Management career spans 15 years, during which he has worked for several Nigerian and
foreign-based Asset Management, Investment Banking and public sector organization including
Financial Derivatives Company, Lead Bank Plc (Now Mainstream Bank Plc), Lead Capital Ltd, Guild
Asset Management Limited and the London Docklands Development Corporation.
He also played a leading role as part of a team that successfully packaged and marketed several
public offers and privatization issues, for both quoted and private companies and has written and
executed strategic growth plans as both an executive and as a consultant. A graduate of Economics,
and alumnus of the Lagos Business School, he has attended several training in Financial Analysis,
Wealth Management and Capital Markets both in Nigeria and abroad.
Page | 44
S TATUTORY & G ENERAL I NFORMATION
A UTHORISATION
The establishment of the Fund and the issuance of the Units pursuant to the IPO are duly and properly
authorised by a resolution passed on Friday, 30 November 2012, by the Board of Directors of the Fund
Manager. The Fund is also authorised and registered in Nigeria as a Collective Investment Scheme by
the SEC in accordance with Section 160 of the ISA.
E XTRACTS FROM THE T RUST D EED
2. Trust Deed
The provisions of this Trust Deed and of any duly executed supplemental Deed shall be binding on the
Trustee, the Manager, the Unitholders and all persons claiming through them respectively as if such
persons were parties to this Deed or such supplemental Deed.
3. Constitution and Administration of the Fund
3.1.
Following the Initial Public Offer, the Fund shall be constituted from the proceeds of the
issue of Units in the Fund under the Initial Public Offer.
3.1.1. The “AMMF Trading Account” and the “AMMF Expense Account” shall be
maintained by the Custodian.
3.1.2. All cash proceeds of the issue of Units shall be paid into the AMMF Trading Account
or such other designated cash account maintained by the Custodian.
3.1.3. A portion of such proceeds will from time to time, as hereinafter provided for be
paid from the AMMF Trading Account into the AMMF Expense Account or such
other designated cash account pursuant to clause 3.1.2 above to be used for the
payment of charges incidental to the administration of the Fund.
3.2.
The Designated Accounts shall be operated and maintained by the Custodian who shall
provide the Manager, Trustee and Commission with periodic reports of the investments
held by the Fund.
3.3.
All investments shall be made with monies drawn from the AMMF Trading Account and
such investments shall be in the name of UBA Trustees/AIICO Money Market Fund.
3.4.
Monies paid for Units pursuant to Clause 5 hereof shall be paid into the AMMF Trading
Account maintained in the Custodian Bank and shall form part of the Assets.
3.5.
All stamp duty and other duties and charges on this Trust Deed or upon the constitution of
the new Units shall be payable out of the AMMF Expense Account.
3.6.
The Manager shall not borrow upon the investments of the Fund nor on behalf of the Fund
or the Unitholders and monies shall not be lent out of the investments of the Fund. This
would not, however, prevent the Manager from making any Authorised Investment.
3.7.
Notwithstanding anything to the contrary either herein or in any other document, the
Manager shall be entitled to subscribe to Units of the Fund.
3.8.
In compliance with the rules and regulations of the SEC which state that promoters of Unit
Trust Schemes in Nigeria must subscribe to a minimum of 5% of the initial issue of such
schemes, the Fund Manager shall subscribe to 10% of the Offer.
4. Description and Objective of the Fund
4.1. The AIICO Money Market Fund is an actively managed open-ended Fund that invests
primarily in quality money market assets such as short-term government securities,
certificates of deposit and commercial paper of companies or other highly liquid and lowrisk securities whose maturities are not more than 366 days or less than 30 days with
financial institutions rated by a registered rating agency as specified from time to time by
the Commission.
4.2. The objective of the Fund is to generate competitive returns for investors interested in
steady returns by investing in diversified portfolio of money market securities. This primary
objective will be achieved by utilizing the bargaining power obtained from pooling of funds
Page | 45
to actively invest in a portfolio of short term money market securities and government
papers.
4.3. The Fund offers an added benefit of a group accident policy to retail investors in the Fund.
The Fund would provide an “accident only” insurance policy, whereby Unitholders/Investors
will be entitled to a scale of compensation for death and permanent disability following an
accident, to the tune of a 100% of sum invested as set out in the second schedule of the
Trust Deed
5. Sale and Issue of Units
5.1. The Manager shall issue 10,000,000 (Ten Million) Units of the Fund to the public at a price
of N100.00 (One Hundred Naira) per Unit.
5.2. The minimum investment one or joint Unitholder(s) may make in the Fund is in respect of
100 (One Hundred) Units of the Fund at a price of N100.00 (One Hundred Naira) per Unit.
Thereafter, additional Units in the Fund shall be issued in multiples of 50 (Fifty) Units and
shall be subscribed for in those multiples.
5.3. The Units issued pursuant to the Initial Public Offer shall rank paripassu in all respects and
shall represent an undivided part of the Assets.
5.4. The Units offered under the Initial Public Offer shall be payable at par in full upon
application.
5.5. Any Units not subscribed for shall be held by the Manager and shall be available for
purchase in accordance with Clause 5.6 below.
5.6. Units held by the Manager pursuant to Clause 5.5 may be purchased from the Manager at
the prevailing Offer Price.
5.7. The Manager may make subsequent offers of Units in the Fund to the public (subject to
Clause 5.2 above) of such number and of such value as the Manager may from time to
time determine, subject to the approval of the Commission.
5.8. A person who wants to subscribe for Units of the Fund may do so at the Offer Price and
must complete and deliver to the Manager an application form in the manner prescribed
by the Manager.
5.9. Every Application in whatever form shall be accompanied with the subscription money, or
the document of transfer of the property to be vested in the Trustee. The Fund Manager
has an absolute discretion whether to accept or reject an application for Units.
5.10. Any new Units issued by the Manager, shall rank paripassu in all respects with the Units
issued pursuant to this Trust Deed and shall represent an undivided part of the Assets.
5.11. The obligation of the Manager to any Unitholder shall be discharged on a pro rata basis in
accordance with the number of Units redeemed by such Unitholder in accordance with the
provisions of Clause 9 or any other provision of this Trust Deed.
6. Financial Year
The Financial Year of the Fund shall be 1st January to 31st December. The year-end of the Fund will
be 31st December in each year.
7. Rights of Unitholders
7.1. The Unitholders shall not have or acquire any right against the Manager or the Trustee in
respect of their investments except such rights as are expressly conferred upon them by
these presents.
7.2. The Assets shall be held as a single common fund and no Unit thereof shall confer any
interest or share in any particular part of the Assets.
7.3. A Unitholder shall have the right to share in the assets of the Fund proportionate to the
number of Units held by him in the Fund.
7.4. Only persons who have been duly registered as Unitholders shall have the right to be
recognized as such.
Page | 46
7.5. Unitholders shall be entitled upon making a demand in writing to the Manager to receive a
statement indicating their Unitholding and any sale or purchase of the Units held by them.
7.6.
Joint Unitholders shall be entitled to only one Statement of Unitholding for Units held
jointly by them, which Statement of Unitholding shall be issued in the names of the joint
Unitholders and delivery of a Statement of Unitholding to one of the joint Unitholders shall
be sufficient delivery to all such Unitholders.
8. Payment of Remuneration and Fees
8.1. The remuneration of the Manager and all other administrative fees shall accrue on a daily
basis. At the end of each month, the Custodian shall release the Manager’s fee into the
AMMF Expense Account to be maintained by the Custodian and from which all operating
expenses including charges and expenses in connection with the management of the Fund
plus annual fees payable to the Trustee, Auditors, Custodian and Rating Agency will be
paid PROVIDED however that the annual management fee and other operating expenses
shall not exceed 5% (five percent) of the Net Asset Value of the Fund.
8.2. The Manager shall on behalf of the Fund pay the Trustee all sums owing to the Trustee in
respect of remuneration costs which shall be an initial Sign on Fee of N500,000.00 (Five
Hundred Thousand Naira) and a subsequent Annual Fee which shall be 0.075% of the Net
Asset Value of the Fund payable semi-annually in arrears. Provided that the said fee shall
be reviewed from time to time as may be mutually agreed by the Parties subject to the
provisions of applicable laws.
8.3. The Trustee shall not incur reimbursable expenses exceeding N2,000,000.00 (Two Million
Naira) while administering the Fund in any year which shall be exclusive of the Trustee’s
fees. The Trustee shall obtain the Fund Manager’s consent (such consent not to be
unreasonably withheld) to incur any expense exceeding the afore said N2,000,000.00
(Two Million Naira) at any particular point in time.
8.4. All such costs, expenses, charges or remuneration due to the Trustee shall be payable
upon demand. However the Trustee shall where practicable provide the Manager with
invoices/receipts for all expenses incurred.
8.5. The Auditors’ fees shall be due for payment at the end of the financial year upon the
completion of the audit and shall be paid from the AMMF Expense Account.
9. Redemption of Units
9.1. Except as provided herein, there is no restriction on Unitholders’ access to their
investment proceeds by way of redemption of Units.
9.2. All redemptions of Units shall be made through the Manager or any of its agents as may
be appointed from time to time.
9.3. Subject to Clause 9.4 below, the Manager shall on request, redeem against a payment
out of the Fund, Units from Unitholders at the Bid Price and where the redemptions are
being made within 90 (ninety) days of allotment of the Units to a Unitholder, the Manager
shall have the right to charge a redemption fee of 0.5% on the income accrued.
9.4. Notwithstanding anything contained in this Clause 9, a Unitholder shall not be entitled to
redeem only part of his holding of Units if such redemption would result in his holding
being reduced to less than the Minimum Account Balance.
9.5. Unitholders can redeem their Units in the Fund within 5 (five) Business Days of receipt by
the Manager or any of its agents of the Unitholder’s Statement of Unitholding and a
Redemption Notice PROVIDED that:
9.5.1. the form of Redemption Notice shall be as set out in the Third Schedule hereto;
9.5.2. redemption shall be effected at the Bid Price subject to Clauses 9.3 and 9.6;
9.5.3. Unitholders seeking to redeem only a part of their holding shall be required to
maintain a minimum account balance of Fifty (50) Units in the Fund; and
Page | 47
9.5.4. Payments in respect of each redemption shall be by cheque or by bank transfer
within 5 (five) Business Days of receipt of the Unitholders’ Statements of
Unitholding and Redemption Notices.
10.
9.6.
Where only part of the Units comprised in a Statement of Unitholding are to be redeemed
the Unitholder shall pay to the Manager the stamp duty (if any) arising from the issue of a
Statement of Unitholding in respect of the balance and thereupon the Manager shall
procure the issuance of Statement of Unitholding to be issued free of any other charge for
the balance of the Units held by such Unitholder.
9.7.
The Trustee shall ensure that the amount payable in connection with any purchase or
cancellation of Units pursuant to this Clause is calculated in accordance with the provisions
of the Investments and Securities Act and this Trust Deed.
9.8.
In no event shall the Custodian be bound to make any payment to the Manager or any
Unitholder except out of the Assets held by it for that purpose under the provisions of this
Deed.
9.9.
The Manager shall be entitled in the name and on behalf of the Unitholder to execute an
instrument of transfer in respect of any Units to be redeemed hereunder by purchase by
the Manager and to endorse and sign on the appropriate Statement of Unitholding in
respect of the Units to be redeemed, such statement as may be necessary or desirable as
evidence that the Unitholder no longer has any interest in the said Units PROVIDED that in
either event the Manager shall within a reasonable period thereafter furnish to the Trustee
the authority under which it acted.
Transfer of Units
10.1. Every Unitholder shall be entitled to transfer the Units or any of the Units held by him
upon the execution by the transferor and the transferee and the delivery to the Manager
of such transfer instrument as may be prescribed by the Manager from time to time
PROVIDED that no transfer of part of a holding of Units shall be registered where it would
result in either the transferor or the transferee holding less than the Minimum Account
Balance.
10.2. Units shall only be transferred in multiples of 10 (ten) or such number of Units as may for
the time being generally or otherwise be prescribed in writing by the Manager with the
approval of the Trustee.
10.3. Every instrument of transfer must be signed by the transferor and the transferee and
subject to the provisions of Clause 10.7, the transferor shall be deemed to remain the
holder of the Units transferred until the name of the transferee is entered in the Register
in respect thereof. The instrument of transfer need not be a deed.
10.4. Every instrument of transfer must be duly stamped and lodged with the Manager for
transmission to the Registrar accompanied by any necessary declarations or other
documents that may be required in consequence of any regulation or legislation for the
time being in force and by the Statement(s) of Unitholding relating to the Units to be
transferred and or such other evidence as the Registrar may require to prove the title of
the transferor or his right to transfer the Units and thereupon the Registrar shall register
the transferee as holder of the Units referred to in such instrument of transfer and shall
issue to such transferee a new Statement of Unitholding representing the Units so
transferred.
10.5. All instruments of transfer shall be registered and may be retained by the Manager or by
the Registrar on its behalf.
10.6. A reasonable fee of such amount as the Manager and the Trustee may from time to time
agree may be charged by the Manager upon any transfer of Units and the Registrar shall
issue a new Statement of Unit Holding in the name of the transferee and a balance
Statement of Unit Holding (if necessary) in the name of the transferor.
10.7. A receipt signed by the Unitholder in respect of any monies payable in respect of the Units
represented by any Statement of Unitholding shall be a good discharge to the Trustee and
the Manager and if several persons are registered as joint Unitholders or in consequence
Page | 48
of the death of a Unitholder, are entitled so to be registered, any one of them may give an
effectual receipt for any such monies.
12.
Trust of the Assets
The Assets shall be vested in the Trustee upon trust for the Unitholders.
13.
Custody of the Assets
The custody of the investments and assets of the Fund as well as all documents of title or value
connected therewith shall at all times be retained in the possession of a Custodian jointly appointed by
the Parties who shall be responsible for their safe custody PROVIDED that in circumstances where the
approval of the Commission is obtained, the Assets may with the consent of the Parties be held by
third party nominees or agents.
14.
Investment Policy
14.1.
The Fund will invest only in eligible money market securities including short-term
Government securities, Certificate of Deposits (Fixed/Tenured) with eligible financial
institutions, other money market instruments such as unsubordinated short term debt
securities such as Bankers’ Acceptances and Commercial Papers of companies, other
Money Market Funds and other instruments introduced and approved by the Central Bank
of Nigeria from time to time and as permissible under Securities and Exchange
Commission Rules & Regulations. These eligible money market securities must have
received an investment grade rating from a SEC-registered rating agency.
14.2.
Subject to applicable laws, as may be amended from time to time, the Manager may
invest in another Money Market Fund provided that the investment is in another Money
Market Fund with a higher investment rating. The proportion of the investment in another
Money Market Fund shall not exceed 5% (five percent) of the Fund’s Net Asset Value for a
single Fund and 20% (twenty percent) for a group of Money Market Funds.
14.3.
The Manager shall make investments in accordance with the Asset Allocation Range
indicated hereunder:
Proposed Asset Class
Short Term Government Securities
Other Money Market Instruments
14.4.
20.
Asset Allocation Range (%)
10 – 65
25 – 80
10 – 65
Target Weighting (%)
40
40
20
The Manager shall not alter the Investment Policy of the Fund as set out in this Clause 14
without the sanction of the Trustee and the Commission.
Registration of Unitholders
20.1.
A Register of Unitholders shall be kept by the Registrar.
20.2.
The Register shall contain the names of Unitholders, the respective number of Units held,
the nominal value of the Units, the date of purchase, the statement number (if issued),
Unitholders’ account numbers, e-mail addresses and any other information that may be
deemed necessary by the Manager.
20.3.
The Registrar shall immediately be notified in writing of any change of name or address on
the part of any Unitholder and upon the Registrar’s satisfaction thereof and in compliance
with all such formalities as it may require shall cause the Register to be altered or the
change to be registered accordingly.
20.4.
All Unitholders shall be entitled to freely inspect the Register during business hours.
20.5.
The Register shall be conclusive evidence of the persons entitled to the Units represented
by the Statement of Unitholding entered therein. Any person claiming to be interested in
any Units or the dividends on them may protect his interest by serving on the Manager a
notice and an affidavit of interest whereupon the Registrar shall cause to be entered in the
Register the existence of such notice and shall not register, transfer or make a payment or
return[s] in respect of the relevant Units contrary to the terms of the notice until the
expiration of 48 (forty-eight) days notice to the claimant of the proposed transfer or
payment.
20.6.
A body corporate may be registered as a Unitholder or one of joint Unitholders.
Page | 49
20.7.
In the event of the death of a Unitholder only the legally appointed executors or
administrators of the estate of the deceased Unitholder (not being one of joint
Unitholders) or the surviving Unitholder(s) of joint Unitholders shall be recognized by the
Registrar as having any title to or interest in the Units of the deceased Unitholder.
20.8.
Any person becoming legally entitled to any Units in consequence of the death or
bankruptcy or dissolution or winding up of any Unitholder or upon the order of a Court or
upon a declaration that a Unitholder is a lunatic shall upon producing such evidence to the
satisfaction of the Registrar substantiating his claim and on delivering up the Statement(s)
of Unitholding of the deceased, bankrupt or lunatic Unitholder or resolution of dissolution
or winding up to the Registrar for cancellation be entitled to elect either to be registered
himself or to have some other persons nominated by him registered as entitled to such
Unit(s) and to have a new Statement(s) of Unitholding issued accordingly. If the person
becoming so entitled shall elect to be registered himself he shall deliver or send to the
Registrar a duly signed written notice in a form to be prescribed by the Registrar stating
that he elects to be so registered, or if he shall elect to have some other person
nominated by him shall testify such election as if the death, bankruptcy or lunacy or the
dissolution or winding up of the Unitholder had not occurred and the notice or transfer
were a transfer executed by such Unitholder.
20.9.
Any person becoming entitled to Units in consequence of the death or bankruptcy or
dissolution or winding up of a Unitholder shall, once he has provided sufficient evidence of
such entitlement to the Registrar even if actual registration has not yet taken place, be
entitled to receive and may give a discharge for monies payable in respect of the Units.
However such person shall not be entitled to all the other rights of a Unitholder until he
shall have been registered in respect of the Units.
20.10. The number of Units held by a Unitholder shall be registered and recorded by the Registrar
as a book entry.
20.11. The Manager may, upon giving notice to the Unitholders by advertisement in a widely
circulated daily newspaper, close the Register for a period not exceeding 30 (thirty) days
in each year.
22.
Issuance of Statement of Unit-Holding
22.1.
Every Unitholder shall be issued a Statement of Unitholding in respect of the number of
Units held by him in the Fund but joint Unitholders shall be entitled to only one Statement
of Unitholding for Units held jointly by them, which Statement of Unitholding shall be
issued in the names of the joint Unitholders and delivery of a Statement of Unitholding to
one of several joint Unitholders shall be sufficient delivery to all such Unitholders.
22.2.
Notwithstanding anything contained in these presents, a Unitholder shall be entitled to
waive his right to the issuance of a Statement of Unitholding.
22.3.
The Statement of Unitholding may be duly issued in any denomination provided that a
person shall not be registered in respect of less than 50 (fifty) Units or any other number
of Units as may otherwise be prescribed by the Manager.
32.
Removal, Retirement and Appointment of Trustee
32.1.
Pursuant to the provisions of Sections 178 and 187 of the Investments and Securities Act,
prior to the retirement or removal of the Trustee, both the Trustee and the Manager shall
notify the Commission and give reasons for such retirement or removal and confirm the
suitability of the new Trustee to be appointed in replacement.
32.2.
In the event of the Trustee desiring to retire, the Manager shall use its best endeavours to
appoint a new Trustee within 6 (six) months of notice by the Trustee of its intention to
retire. The new Trustee shall be an incorporated company registered with the Commission
and approved by a majority of the Unitholders. If no new Trustee can be identified within
that period the Manager may terminate the Trust.
Page | 50
32.3.
The Trustee shall be subject to removal by notice in writing from the Manager in any of
the following circumstances PROVIDED THAT in either case the proposed removal has
been approved by the Commission or one (1) month has passed since notice was served
on the Commission without the Commission having notified the Manager that the proposed
removal is not approved before service on the Trustee:
32.3.1. if Unitholders holding not less than seventy five percent (75%) of the Units
outstanding deliver to the Manager a request in writing that the Trustee should
retire;
32.3.2. if the Trustee goes into liquidation (except for a voluntary liquidation for the
purpose of reconstruction or amalgamation upon terms previously approved in
writing by the Manager) or if a Receiver is appointed over any of its assets;
32.3.3. if in the opinion of the Manager, which opinion is confirmed by Unitholders holding
a simple majority of the Units Outstanding attending the meeting in person or by
proxy, the Trustee shall be incapable of performing or shall have in fact failed to
perform its duties satisfactorily or shall have done any other thing which is
calculated to bring the Fund into disrepute or be harmful to the best interests of
the Unit-Holders or is a breach of the Trustees’ fiduciary duties to the Fund. Upon
removal of the Trustee, the Manager shall by writing under its seal subject to the
approval of the Commission appoint some other qualified corporation to be the
Trustee and such corporation shall enter such Deed or Deeds as the Manager
deems it necessary or desirable to be entered by such corporation in order to
secure the due performance of its duties as Trustee.
34.
Auditing of the Fund’s Accounts
34.1.
At least once in every financial year, the Manager shall cause to be audited and certified
by the Auditors the accounts relating to the management of the Fund. The audited
accounts of the Fund shall be signed by the Manager and the Trustee.
34.2.
The audited financial statement of the Fund shall be circulated to the Unitholders no later
than 4 (four) months after the end of each financial year.
34.3.
A copy of the Auditor’s Report shall be sent by the Manager to the Commission and shall
also be published in a national newspaper within 3 (three) months following the period to
which the accounts relate or as the Commission may from time to time specify.
34.4.
The Manager may appoint tax consultants or such other accounting or tax professionals as
it may determine from time to time.
36.
Termination of the Trust
36.1.
The Trustee or Manager shall have absolute discretion to terminate the Trust by issuing no
less than six (6) months notice thereof in writing to the other as well as to the UnitHolders and the Commission.
36.2.
The Trust may be terminated with the approval of the Trustee upon not less than six (6)
months notice in writing by the Trustee to the Manager, Unit-Holders and the Commission
upon occurrence of any of the following events:
36.2.1. if the Manager shall go into liquidation (except for a voluntary liquidation for the
purpose of reconstruction or amalgamation upon terms previously approved in
writing by the Trustee) or if a Receiver is appointed over any of its assets or if it
shall cease to carry on business and no other fund manager is appointed; or
36.2.2. if in the opinion of the Trustee, the Manager shall be incapable of performing or
shall in fact fail to perform its duties satisfactorily or shall do any other thing which
in the opinion of the Trustee is calculated to bring the Trust into disrepute or to be
harmful to the best interests of the Unit-Holders; or
36.2.3. if the Trust shall cease to be predominantly a money market Fund or in the event of
it becoming illegal or if in the opinion of the Trustee it is impracticable or
inadvisable to continue the Trust.
Page | 51
36.3.
The Trust may at any time be terminated by a Special Resolution of the Unitholders at a
Meeting duly convened and held in accordance with the provisions herein contained
regarding meetings and such termination shall take effect no less than 6 (six) months
from the date on which the said Special Resolution is passed or on such later date (if any)
as the said Special Resolution may provide.
36.4.
Notwithstanding the provisions of Clause 36.2, the Trust may be duly terminated by the
Commission where any of the activities of the Trust is outside the ambit of permissible
activities as provided for by the Investments and Securities Act, any relevant regulations
enacted thereunder and/or any other applicable laws or where the Commission’s approval
of the Fund is withdrawn.
36.5.
The Manager may by notice to the Commission, Unitholders and the Trustee terminate the
Fund if in the opinion of the Manager the value of the Fund’s assets is insufficient to justify
the continued operation of the Fund or if, due to a change in law or other circumstance
deemed appropriate by the Manager, the continued operation of the Fund is no longer
justified.
36.6.
In the event of termination, the liquidation of the Fund and redemption of the Unitholders’
Units will be satisfied solely out of the assets of the Fund without recourse to the assets of
the Manager.
THE FIRST SCHEDULE
Provisions for Meetings of the Unitholders
1.
A meeting of the Unitholders shall be convened by the Fund Manager as the need arises
2.
The Trustee, the Manager with the consent of the Trustee or the Manager shall at the request in
writing of Unitholders holding not less than twenty five per cent (25%) in value of the Units for
the time being outstanding (other than Units of which the Manager is beneficial owner) may
convene a meeting of Unitholders.
3.
Notice of Meetings
3.1.
A draft Notice of the Meeting shall be submitted to the Commission for prior approval
before disseminating to Unitholders.
3.2.
The notice required for all Meetings of the Fund shall from the commencement of this
Trust Deed be twenty-one (21) days from the date on which the notice was sent out
exclusive of the date of service and the date of the Meeting.
3.3.
A meeting of the Fund shall notwithstanding that it is called by a shorter notice than that
specified in sub-clause 3.1 above be deemed to have been duly called if it is so agreed by
Unitholders representing not less than ninety-five percent (95%) in nominal value of the
Units Outstanding.
3.4.
An Extraordinary Meeting of the Unitholders may be convened:
3.4.1
by the Manager with the consent of the Trustee; or
3.4.2
at the request of the Trustee; or
3.4.3
by a requisition of Unitholders holding 25% (twenty five per cent) in value of the
Units; or
3.4.4
by a Court on application by a Unitholder where the Court is satisfied that it is just
and equitable to do so.
Page | 52
4.
5.
Contents of Notice
a.
The notice of a Meeting shall specify the place, date and time of the Meeting and the
general nature of the business to be transacted thereat in sufficient detail to enable those
to whom it is given to decide whether to attend or not and where the Meeting is to
consider a Special Resolution the notice shall set out the terms of the proposed Special
Resolution.
b.
No business may be transacted at any Meeting unless notice of it has been duly given.
c.
An error or omission in a notice with respect to the place, date, time or general nature of
the business of a Meeting shall not invalidate the Meeting unless persons responsible for
the error or omission acted in bad faith or failed to exercise due care and diligence
provided that in such a case the person or persons responsible shall effect the necessary
correction either before or during the Meeting.
Persons Entitled to Notice
Only the following persons shall be entitled to receive notice of a Meeting:
i.
ii.
iii.
iv.
v.
vi.
Every Unitholder;
Every person upon whom the ownership of a Unit devolves by reason of his being a legal
representative, receiver, a trustee in bankruptcy or a trustee in lunacy of a Unitholder;
The Trustee if the meeting is called by any other person;
The Manager if the meeting is called by any other person;
The Commission; and
The Auditors (in the case of an Annual General Meeting or at any General Meeting at
which the Accounts of the Fund are to be considered).
PROVIDED THAT none of the persons mentioned in clauses (iii) to (vi) above shall be entitled to vote
at any Meeting at which they are in attendance except in their capacity as a Unitholder.
6.
7.
8.
Service of Notice
a.
Notice may be served by the Manager on any Unitholder either personally or by fax,
telexcourier or electronic mail at the address supplied by the Unitholder to the Fund for
receipt of mail and notices.
b.
Where a notice is sent by fax or telex it shall be deemed effective on the date shown in
the letter and where it is sent by courier it shall be deemed effective within 3 (three) days
of the date shown on the letter.
c.
Notice may be served by the Fund on the persons entitled to a Unit in consequence of the
death or bankruptcy or lunacy of a Unitholder by sending it to the person who has become
so entitled in his name or by the title of representative of the deceased’s estate or trustee
in bankruptcy or lunatic or to any address within Nigeria supplied for the purpose by the
person claiming to be so entitled or (until such an address has been so supplied) by giving
the notice in any manner in which the same might have been given if the death or
bankruptcy had not occurred.
Failure To Give Notice
a.
Failure to give notice of any Meeting to a person entitled to it shall not invalidate the
Meeting where such failure is an accidental omission on the part of the person or persons
giving the notice.
b.
Failure to give notice to a person entitled due to a misrepresentation or misinterpretation
of the provisions of the Trust Deed shall not amount to an accidental omission for the
purposes of the foregoing sub-section.
Power of Court to Order Meetings
a.
If for any reason it is impracticable to call a Meeting of the Fund in any manner in which
Meetings of the Fund may be called or to conduct the Meetings of the Fund in the manner
prescribed by the Trust Deed, the Court may either of its own motion or on the application
of any Unitholder who would be entitled to vote at the Meeting of the Fund to be called
Page | 53
order that the Meeting be held in such manner as the Court thinks fit and where any such
order is made the Court may give such ancillary or consequential directions as it thinks
expedient.
9.
b.
It is hereby declared that the direction that may be given under sub-section (a) of this
section shall include a direction that one Unitholder present in person or by proxy in the
Meeting may apply to the Court for an order to take a decision which shall bind all the
Unitholders.
c.
Any Meeting called, held and conducted in accordance with an order issued under subsection (a) of this section shall for all purposes be deemed to be a Meeting of the Fund
duly called, held and conducted.
Voting Procedure
a.
At any Meeting a resolution put to the vote shall be decided on a show of hands unless a
poll is (before or on the declaration of the result of the show of hands) demanded by any
of the following:
i.
ii.
iii.
10.
11.
12.
The Chairman; or
A group of at least ten (10) Unitholders present in person or by proxy; or
Any Unitholder or Unitholders present in person or by proxy and representing not
less than one-tenth of the total voting rights of all the Unitholders having the right
to vote at the Meeting.
b.
Unless a poll is so demanded a declaration by the Chairman that a resolution has on a
show of hands been carried or carried unanimously or by a particular majority or defeated
and an entry to that effect in the book containing the minutes of the proceedings of the
Meeting shall be conclusive evidence of the fact.
c.
In the case of joint Unitholders the vote of the senior who tenders a vote whether in
person or by proxy shall be accepted to the exclusion of the votes of other joint holders,
and for this purpose seniority shall be determined by the order in which the names stand
in the register of Unitholders.
Voting on a Poll
a.
Each Unit entitles the Unitholder to one vote on a poll taken at a Meeting in respect of
each of those Units held by him. A Unitholder entitled to more than one vote need not, if
he votes, use all his votes or cast all the votes he uses in the same way.
b.
Except as provided in sub-clause (d) below, a poll if demanded and taken shall be deemed
to be the resolution of the Meeting at which the poll was demanded.
c.
In the case of an equality of votes whether on a show of hands or on a poll the Chairman
of the Meeting at which the show of hands takes place or at which the poll is demanded
shall be entitled to a second or casting vote.
d.
A poll demanded on the election of a Chairman or on a question of adjournment shall be
taken forthwith and on any other question shall be taken at such time as the Chairman of
the Meeting directs and any business other than that upon which a poll has been
demanded may be proceeded with pending the taking of the poll.
e.
The demand for a poll shall not prevent the continuance of a meeting for the transaction of
any business other than the question on which a poll has been demanded
Rights of Attendance at Meetings
a.
Every Unitholder or his legal representative has the right to attend any Meeting of the
Fund and to speak and vote on any resolution.
b.
Every person who is entitled to receive notice of a Meeting of the Fund shall be entitled to
attend such a Meeting.
Proxies
a.
Any Unitholder entitled to attend and vote at a Meeting of the Fund shall be entitled to
appoint another person as his proxy (whether a Unitholder or not) to attend and vote
instead of him and a proxy so appointed to attend and vote instead of a Unitholder shall
also have the same rights as the Unitholder at the Meeting.
Page | 54
13.
b.
In every notice calling a Meeting of the Fund there shall appear with reasonable
prominence a statement that a Unitholder is entitled to appoint a proxy to attend and vote
instead of him and that the proxy need not be a Unitholder.
c.
No instrument appointing a proxy shall be valid after the expiration of 12 (twelve) months
from the date named in it as the date of execution. An instrument appointing a proxy shall
be deemed to confer authority to demand or to join in a demand for a poll.
d.
A vote given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death or insanity of the principal or revocation of the proxy
or of the authority under which the proxy was executed or the transfer of the Unit in
respect of which the proxy is given PROVIDED THAT no intimation in writing of such death,
insanity, revocation or transfer as aforesaid has been received by the Manager before the
commencement of the Meeting or adjourned Meeting at which the proxy is used.
e.
The instrument appointing a proxy shall be in writing under the hand of the appointer or
his attorney duly authorized in writing or if the appointer is a corporation either under seal
or under the hand of an officer or attorney duly authorized and shall be duly stamped at
the stamp duties office.
f.
The instrument appointing a proxy and the power of attorney or other authority if any
under which it is signed or a certified copy of the power or authority shall be deposited at
the registered office or head office of the Manager or at such other place within Nigeria as
is specified for that purpose in the notice convening the Meeting, not less than 48 (forty
eight) hours before the time which the person named in the instrument proposes to vote
or in the case of a poll not less than 24 (twenty-four) hours before the time appointed for
the taking of the poll and in default, the instrument of proxy shall not be treated as valid.
g.
An instrument of proxy shall be in such form as may be approved by the Trustee and shall
be filed with the Commission.
h.
All proxy materials shall be registered with the Commission prior to issuance.
Corporate Representation
Any corporation which is a Unitholder may by writing under the hand of a duly authorized officer
authorize such person as it thinks fit to act as its representative at any Meeting of the Unitholders and
the person so authorized shall be entitled to exercise the same power on behalf of the corporation
which he represents as that corporation could exercise if it were an individual Unitholder.
14.
15.
Quorum
a.
It shall be deemed that no business shall have been transacted at any Meeting unless a
quorum of Unitholders was present at the commencement and throughout the Meeting.
b.
The quorum for any Meeting of the Fund and an Extra-ordinary General Meeting of the
Fund shall be formed by at least 5 (five) Unitholders holding not less than 25% of the
Fund’s outstanding units whether present in person or by proxy.
c.
For the purpose of determining a quorum all Unitholders or their proxies shall be counted.
Adjournment and Other Matters Relating to Meetings and Proceedings
a.
The Chairman may with the consent of any Meeting at which a quorum is present (and
shall if so directed by the Meeting) adjourn the Meeting from time to time and from place
to place but no business shall be transacted at any adjourned Meeting other than the
business left unfinished at the Meeting from which the adjournment took place.
b.
When a Meeting is adjourned for 30 (thirty) days or more, notice of the adjourned Meeting
shall be given as in the case of an original Meeting; but otherwise it shall not be necessary
to give any notice of an adjournment or of the business to be transacted at an adjourned
Meeting.
c.
If within 1 (one) hour from the time appointed for the Meeting a quorum is not present the
Meeting if convened upon the requisition of Unitholders shall be dissolved, but in any other
case it shall stand adjourned to the same day in the next week at the same time and place
or to such other day and at such other time and place as the Chairman and in his absence
the Trustee may direct.
Page | 55
d.
16.
17.
If a Meeting stands adjourned under sub-clause (c) above any two or more Unitholders
present at the place and time to which it so stands adjourned shall form a quorum and
their decision shall bind all Unitholders and where only one Unitholder is present he may
seek the direction of the Court to take a decision.
Powers and Duties of the Chairman of the General Meeting
a.
The Trustee or any person so authorised by it shall preside as Chairman at every Meeting
or if there is no such Chairman or if he is not present within one (1) hour after the time
appointed for the holding of the Meeting or is unwilling to act as Chairman, the Unitholders
shall appoint one of themselves as Chairman.
b.
The duties and powers of the Chairman shall include to:
i.
preserve order and the power to take such measures as are reasonably necessary to
do so;
ii.
ensure that the proceedings are conducted in a regular manner;
iii.
ensure that the true intention of the Meeting is carried out in resolving any issue that
arises before it;
iv.
ensure that all questions that arise are promptly decided; and
v.
act in the bona fide interest of the Fund.
Resolutions Binding
A resolution passed at a Meeting of the Unitholders duly convened and held in accordance with these
presents shall be binding upon all the Unitholders whether present or not present at such Meetings
and each Unitholder shall be bound to give effect thereto accordingly and the passing of any such
resolution shall be conclusive evidence that the circumstances justify the passing thereof, the intention
being that it shall rest with the Meeting to determine without appeal whether or not the circumstances
justify the passing of such resolution.
18.
19.
Minutes of Proceedings and Effect
a.
The Manager shall cause minutes of all proceedings of Meetings to be entered in the books
kept for that purpose.
b.
Any such minutes purported to be signed by the Chairman of the Meeting at which the
proceedings were held or by the Chairman of the next succeeding Meeting shall be prima
facie evidence of the proceedings.
c.
Where minutes have been made of the proceedings at any Meeting of the Fund in
accordance with the provisions of this section then until the contrary is proved the Meeting
shall be deemed to have been duly held and convened and all proceedings at the Meeting
to have been duly conducted.
Inspection of Minutes Books and Copies
a.
The books containing the minutes of the proceedings of any Meeting of the Unitholders
shall be kept at the registered office of the Manager and shall, during business hours, be
open to inspection by Unitholders without charge.
b.
A Unitholder shall be entitled to be furnished within seven (7) days after receipt of his
request by the Manager, with a copy of any such minutes duly certified at a charge to be
fixed by the Trustee.
E XTRACTS FROM THE C USTODY A GREEMENT
Below are the relevant extracts from the Custody Agreement:
2.0
Appointment and Role of the Custodian
2.1. The Custodian is hereby appointed to do the following:
a.
The settlement of Securities issued by entities in the Federal Republic of Nigeria from
time to time and to hold the same on behalf of the Trustee/Fund upon terms and
conditions hereof.
Page | 56
b.
Hold custody of all funds and assets (including all cash, securities and other property
transferred to the Custodian for safekeeping under the terms of this Agreement) from
time to time on behalf of Trustee/Fund.
c.
To ensure that all funds and assets held by it pursuant to this Agreement are at all
times immediately identifiable by third parties as custody assets by the inclusion of
such words in the title to sufficiently describe same as such.
d.
The collection of income, interests and principal amounts due for redemption on due
date.
e.
The exercise or sale of subscription rights and attending to other related corporate
actions. PROVIDED that it shall be liable to the Fund in full for any loss incurred due to
its failure to carry out its obligations in relation to any corporate action affecting all
any part of the Fund covered by this Agreement.
f.
Transaction processing/settlement, monthly reporting of status of Fund’s assets to the
Fund Manager, Trustee and the Commission.
g.
Carry out monitoring, oversight, administrative and other functions required in
accordance with the terms and conditions of this Agreement.
h. Act independently of the Fund Manager and of the management of the Fund and solely
in the interest of the Unit Holders in the Fund and of the Fund itself.
i.
5.0
Be accountable to the Fund Manager, the Trustee and the Commission in the
performance of its obligations herein and such other functions it may reasonably be
expected to perform pursuant to upholding the best interest of Unit holders and the
Fund.
The Account(s) and Record Keeping
5.1
The Custodian shall maintain the following Accounts/books for the Fund:
a.
A Securities Account for all securities from time to time received by the Custodian
which have been designated for such Securities Account. Each Securities Account will
be titled ‘Custody Securities Account Trustee/Fund’s name. The Fund assets will be
separate from that of the custodian in line with Rule 239(2)(b) & (3)(b); and
b.
A Cash Account shall be designated to receive all sums due to the Fund and shall be
titled “Trustee/Fund Name”.
c.
Ensure that applicable accounting standards are maintained in preparation of the
Fund’s books
d.
Ensure the financial statements are prepared on a going concern basis.
5.2
The Custodian shall hold the Property in the Account on behalf of the Trustee/Fund.
5.3
The Property held in the Account shall be clearly recorded on the books of the Custodian as
belonging to the Trustee/Fund. The Custodian may treat Securities as fungible and therefore
identification of the specific Securities held by the Custodian on behalf of the Trustee/Fund for
a particular Unitholder may not be possible. The Custodian shall, however, maintain a
complete record of the number and type of Securities held by the Trustee/Fund for the
account of each Unitholder.
5.4
Registration of Securities
a.
The Custodian shall arrange for the registration of Securities on behalf of the
Trustee/Fund. Securities shall be registered in the name of the Trustee/Fund. The
Custodian shall conduct regular registry inspections, at least quarterly, to confirm that
the records of each Registrar are identical to those of the Custodian with respect to each
Security held for the Account. The Custodian shall be responsible for obtaining the
consent of each Registrar to conduct such inspection and shall provide a report of such
inspection to the Trustee and the Fund Manager. In addition, the Custodian shall advise
the Trustee and Fund Manager immediately upon discovery of any discrepancies between
the records of a Registrar and the Custodian’s records regarding any Securities.
Page | 57
8.0
b.
The Custodian agrees to maintain those Securities capable of physical delivery in safe
keeping at its registered offices or such other offices as the Custodian may occupy at any
time hereafter subject to providing the Trustee and the Fund Manager with adequate
notice thereof.
c.
The Cash Account will be a sub-account within the Custodian's own Naira bank account
for the purpose of receiving and distributing dividends and interest payments and other
income, payments, proceeds of sale, redemption monies, or cash equivalent associated
with the Fund’s Securities. The Custodian shall use its reasonable efforts to procure the
receipt by it of the relevant evidence as soon as practicable, whereupon the Custodian
shall procure the remittance of such monies to the Account in the name of the
Trustee/Fund or as otherwise instructed by the Fund Manager.
d.
(The Custodian shall maintain records of the details of the Property including date and
amount of debits and credits to the Property held in its custody. The Custodian shall
maintain a record in its own books of the Trustee/Fund and the number and type of
Property held by the Custodian for the Trustee/Fund.
e.
The Custodian shall provide the Trustee and the Fund Manager with a confirmation of
every change in the proportion of Property due to the Fund since the last date of such
confirmation.
f.
The Custodian shall render the relevant reports in line with Rule 456(1)(g).
Actions upon Authorized Instructions.
8.1
Upon the receipt of Authorised Instructions (as hereinafter defined) the Custodian is
authorised to sell, assign, transfer, deliver or exchange or to receive or purchase for the
Account, Securities, but only as provided in such Authorised Instructions.
8.2
Notwithstanding anything herein to the contrary, the Custodian shall not be responsible for
the performance of such duties as are set forth in this Agreement or contained in Authorised
Instructions given to the Custodian which are contrary to Relevant Regulation. The Custodian
shall promptly notify the Fund Manager if it cannot comply with Authorised Instructions.
8.3
For the purposes of this Agreement, Authorised Instructions means:
a.
Instructions issued by the Fund Manager to the Custodian by SWIFT;
b.
Instructions issued by the Fund Manager to the Custodian via Electronic Mail;
c.
Instructions issued by the Fund Manager in writing signed by such persons as designated
in writing by the Trustee;
d.
Tested telex instruction of the Fund Manager;
e.
Other forms of instruction issued by the Fund Manager in computer readable form as
shall be customarily utilised for the transmission of like information and acceptable to the
Custodian; and
f.
Such other forms of communication issued by the Fund Manager as from time to time to
be agreed upon by the Fund Manager and the Custodian.
8.4
Subject to Clause 7 hereof, the Custodian shall undertake to examine carefully the signatures
of the authorised signatories but shall not be bound to make any further examination with
respect to identity.
8.5
Authorised Instructions shall continue in full force and effect until cancelled or superseded.
8.6
The Fund Manager shall be responsible for safeguarding any test keys, identification codes or
other security devices, which the Custodian may make available to the Fund Manager.
8.7
The Custodian shall only act upon written authorised instructions given by the Fund Manager.
8.8
If an Authorised Instruction is incomplete, unclear, ambiguous, and/or in conflict with another
Authorised Instruction, the Custodian must request for resolution. Where the Fund Manager is
unable to provide clarification within 2 (two) hours, the Custodian may in its reasonable
discretion act upon what it believes in good faith such Authorised Instructions to be or refuse
Page | 58
to act on such Authorised Instructions until any incompleteness, unclearness, ambiguity or
conflict has been resolved to its satisfaction.
8.9
9.0
Any Authorised Instructions validly given by the Fund Manager in accordance with this
Agreement and received by the Custodian in such manner that it is reasonable to believe that
it is authentic (notwithstanding any error in the transmission thereof), shall, as against the
Fund Manager and in favour of the Custodian be conclusively deemed to be valid Authorised
Instructions from the Fund Manager to the Custodian provided however that the Custodian
may, in its reasonable discretion, decline to act upon any Authorised Instructions where the
Custodian has reasonable grounds for concluding that the same have not been accurately
transmitted or are not genuine. The Fund Manager is responsible for any loss, claim or
expense incurred by the Custodian for following or attempting to follow the Authorised
Instructions, provided that there are grounds to conclude that same was validly issued by the
Fund Manager.
Actions without Authorised Instructions
9.1
Unless the Custodian receives Authorised Instructions of the Fund Manager to the contrary,
the Custodian is authorised to:a.
Exchange Securities when the exchange is purely ministerial (including, without
limitation, the exchange of interim receipts or temporary Securities for Securities in
definitive form and the exchange of warrants, or other documents of entitlement to
Securities, for the Securities themselves);
b.
Surrender Securities at maturity or when called for redemption upon receiving payment
therefor;
c.
Take non-discretionary action on mandatory corporate actions; and
d.
In general, attend to all non-discretionary details in connection with the custody, sale,
purchase, transfer and other dealings with the Property.
10.0 Settlement
Unless the Custodian receives Authorised Instructions of the Fund Manager to the contrary, the Custodian
is authorised to In accordance with Authorised Instructions and subject to the receipt by the Custodian of
any outstanding fees, costs or expenses in connection with this Agreement, the Custodian will arrange for
the settlement of the sale or other disposition of any security for the account of the Trustee/Fund and for
the purchase of any securities for the account of the Trustee/Fund (which securities, when so purchased,
will form part of the Securities) which have been executed by the Trustee.
Instructions shall be given to the Custodian for the settlement of any Securities transactions within a
reasonable time and in any case not less than 2 (two) business days’ notice shall be given to the
Custodian for the withdrawal of the Securities from the Accounts or from any eligible depository.
11.0 Scope of Custodian’s Responsibility
11.1 The Custodian shall be under no duty to take or omit to take any action with respect to the
Property or otherwise except in accordance with the terms of this Agreement.
11.2 The Custodian will exercise reasonable care and diligence in performing its obligations under
this Agreement acting in the best interest of Unit holders and the Fund to which this
Agreement relates.
11.3 The Custodian shall maintain adequate policies of insurance covering any loss or damage to
the Property whilst under its possession. Provided that prior to the full execution of this
Agreement it furnishes the Fund Manager evidence of a guarantee or other insurance policies
covering the full value of all funds and assets to be transferred to the Custodian.
11.4 The Custodian shall have a duty to make reasonable enquiries as to safekeeping
arrangements, collection thereof, delivery and/or transfer procedures of any Securities
Depository or Agent that it may appoint to act in any capacity in relation to the Funds and
assets to which this Agreement relates.
11.5 Although the Custodian shall have no duty of supervision or monitoring of any Securities
Depository or Agent other than to perform reasonable due diligence as to their selection as
herein provided, it shall take all reasonable steps to ensure that insofar as the acts and
Page | 59
omissions of such Depository or Agent affects the safekeeping and other custody roles
regarding all or any part of the funds or assets to which this Agreement relates, the Agent or
Securities Depository shall act in the best interest of Unitholders and the Fund.
11.6 Subject to the agreement of both parties, the Custodian will use its best endeavours to obtain
double tax treaty exemption certificates or otherwise provide tax reclamation services.
11.7 In general, the Custodian shall carry out all such functions specified for a custodian of
securities in the SEC Rules and Regulations and other applicable rules (as may be amended
from time to time) and in the manner stipulated.
13.0 Lien
The Custodian shall have no rights of set off or rights of lien with respect to all or any part of the
funds or assets to which this Agreement relates except for a claim of payment for its safe custody
services and/or administration fees. Provided that such claim does not relate to any part of
custody/administration fees where parties are in dispute as to whether or not such services are within
the reasonable contemplation of this Agreement. Provided further that where this Agreement is
terminated pursuant to a notice given to the Fund Manager by the Custodian terminating the
Agreement, the Custodian shall take reasonable steps to obtain its fees and shall not be entitled to
exercise a right of lien or set off in respect hereof. Provided further that where the termination of this
Agreement is pursuant to the directives of the Commission or an order of Court having an immediate
effect, the Custodian also waives its right of lien or set-off hereof.
14.0 Liability and Indemnity
14.1
Each party shall indemnify the other in respect of claims, demands, costs and expenses
made, suffered or sustained to the extent that the claims, demands, costs and expenses
arise directly out of the negligence or default of the offending party or its employees,
agents or representatives.
14.2
In any event, the liability of the Custodian will be limited to the market value of the
Property at the date of discovery of loss or damage suffered by the Fund.
14.3
The Custodian shall only be liable to the Fund Manager for any expense, loss or damage
suffered by or occasioned to the Fund Manager or the Fund to the extent that the
Custodian has been negligent, or is in any default whatsoever, of its duties under this
Agreement in which event, the extent of the liability of the Custodian shall be limited to the
market value of the Securities at the date of discovery of the loss without reference to any
special circumstances and in no event shall the Custodian be liable for any special, general
or consequential damages, except the Custodian has been advised directly or indirectly of
the possibility of such damages.
14.4
The Custodian shall not be liable to the Fund for any expense, loss or damage suffered by
or occasioned to the Fund by:
a.
any act or omission, or insolvency of any third party(without prejudice to Clause 14.1
and any other express provision hereof); or
b.
Reliance by the Fund Manager on any notices sent by the Custodian in respect of the
settlement of any security transaction; or
c.
by no fault of the Custodian, the collection or deposit or crediting to the Securities
Account of invalid, fraudulent or forged Securities or any entry in the Securities
Account or Cash Account which may be made in connection therewith provided that
the Custodian has made reasonable efforts in connection with the collection, deposit or
crediting of the Securities Account as herein provided; or
d.
Delay arising by no fault of the Custodian from obtaining clarification of Authorised
Instructions which are unclear; or
e.
the Custodian acting on what in good faith it reasonably believes to be Authorised
Instructions or in relation to notices, requests, waivers, consents, receipts, corporate
actions or other documents which the Custodian in good faith reasonably believes to
be genuine.
Page | 60
14.5
For the avoidance of doubt, the Custodian accepts no liability whatsoever for any expense,
loss or damage suffered by or occasioned to the Fund Manager resulting from the general
risks of investment, or the holding of securities, including but not limited to, losses arising
from nationalisation, expropriation or other governmental actions, including changes in
market rules, currency restrictions, devaluations or fluctuations, and market conditions
affecting the execution or settlement of transactions or the value of securities or delays in
registration or failure to register securities owing to the Registrar’s default outside the
control of the Custodian, fraud or lack of corporate governance by Issuers or fraud or
negligence of Registrars or delays in or failures to pay income or principal arising from the
Property.
14.6
The Custodian shall not be liable to the Fund for any partial or non-performance of its
obligations hereunder by reason of any cause beyond the reasonable control of the
Custodian, including without limitation, any breakdown or failure of transmission known
and acceptable to all parties, communication or computer facilities, industrial action, acts or
regulations of any governmental bodies and the failure of any Securities Depository.
14.7
The Custodian shall use reasonable endeavours to communicate to the Fund Manager any
of the events detailed in 14.5 and 14.6 above as soon as the Custodian becomes aware of
such events.
14.8
The Custodian will be generally liable in terms of applicable laws and regulations, including
but not limited to the SEC Rules and Regulation and the Investments and Securities Act
2007, as amended or repealed from time to time.
17.0 Fees
The custody fee shall be 0.1% of the Net Asset Value of the assets under custody.
18.0 Representation and Warranties
18.1
The Custodian hereby represents and warrants to the Trustee and the Fund Manager that it
is an authorised depository registered in accordance with the Laws of the Federal Republic
of Nigeria and shall adhere to any regulations regarding the operations of such depository.
18.2
In the event that the Custodian no longer qualifies as an authorised depository, it shall
notify the Fund Manager and the Trustee in writing or by other authorised means of such
event upon receipt of which the Trustee may terminate this Agreement immediately.
18.3
The Fund Manager hereby represents and warrants that it has full capacity and authority to
effect investments and to consent to the appointment of the Custodian by the Trustee to
act in accordance with this Agreement.
20.0 Termination
20.1
The Fund Manager, with the approval of the Trustee may terminate this Agreement with
immediate effect if the Custodian is in breach of its duties hereunder and the Custodian has
failed to remedy such breach after a notice period of thirty (30) days has been given to it to
remedy the breach.
20.2
This Agreement remains valid until its termination upon the delivery of sixty (60) days prior
written notice from any of the parties.
20.3
Any such notice whether given by the Custodian or the Trustee shall be followed within
thirty (30) days by instructions specifying the names of the persons to whom the Cash in
the Accounts shall be paid and securities in the name of the Trustee/Fund shall be
transferred. If within thirty (30) days following the giving of such notice of termination, the
Custodian does not receive such instructions, the Custodian shall continue to hold such
Securities and Cash subject to this Agreement until such instructions are given.
20.4
Upon receipt of any instructions as aforesaid, the Custodian shall effect any payment or
transfer as specified in the same after payment to the Custodian of all amounts due and
outstanding to it under this Agreement.
Page | 61
I NDEBTEDNESS
As at the date of this Prospectus, AIICO Capital has no material indebtedness or obligations.
C LAIMS & L ITIGATION
AIICO Capital is not aware of any claims and litigations against it as at the date of this Prospectus.
C OSTS AND E XPENSES
The costs, charges and expenses of and incidental to the Offer, including fees payable to the SEC,
professional parties, brokerage, printing and distribution expenses, are estimated at about
N29,985,000.00 or 3.00% of the gross Offer proceeds and are payable by the Fund and deductible
from the monies raised by the Fund.
M ATERIAL C ONTRACTS
The following agreements have been entered into and are considered material to this Offer:
1. A Trust Deed, dated 18 February, 2014, between AIICO Capital and UBA Trustee, under
which the Fund is constituted;
2. A Vending Agreement, dated 18 February, 2014, between AIICO Capital and Vetiva, under
the terms of which Vetiva has agreed to offer 10,000,000 Units of N100.00 each in the Fund
to the general public; and
3. A Custody Agreement, dated 18 February, 2014, between UBA Trustee, AIICO Capital and
United Bank for Africa PLC (Global Investor Services), pursuant to which the Fund Manager
has appointed United Bank for Africa PLC (Global Investor Services) to act as custodian of the
Fund’s investments, cash and other assets and to accept responsibility for the safe custody of
the Deposited Property which is delivered to and accepted by the Custodian.
Other than as stated above, the Fund Manager has not entered into any material contracts except in
the ordinary course of business.
C ONSENTS
The following have given and not withdrawn their written consents to the issue of this Prospectus with
their names and reports (where applicable) included in the form and context in which they appear:
DIRECTORS OF THE FUND MANAGER
Chief (Dr.) Oladele Fajemirokun (Chairman)
Mr. Dipo Oguntuga (Managing Director)
Mr. Segun Oye
Mr. Edwin F. Igbiti
Mr. Buki Oluwadiya
Chief (Dr.) Rasheed Gbadamosi, OFR
Dr. (Miss) Adenike Fajemirokun
COMPANY SECRETARY
Mr. S. A. Oduroye
ISSUING HOUSE
TRUSTEE TO THE FUND
CUSTODIAN TO THE FUND
SOLICITORS TO THE TRUSTEE
Koya & Kuti Solicitors
SOLICITORS TO THE OFFER
Dama Afabor & Co.7buja
REPORTING ACCOUNTANTS
Pedabo Audit Services
REGISTRARS
RATING AGENCY
Global Credit Rating Co.
RECEIVING BANKS
Page | 62
R ELATIONSHIP B ETWEEN T HE F UND M ANAGER A ND T HE T RUSTEE
The Fund Manager and the Trustee do not have any common shareholder and neither one is a
subsidiary or holding company of the other. They do not have common Directors.
R ELATIONSHIP B ETWEEN T HE F UND M ANAGER A ND T HE C USTODIAN
The Fund Manager and the Custodian do not have any common shareholder and neither one is a
R ELATIONSHIP B ETWEEN T HE F UND M ANAGER A ND T HE I SSUING H OUSE
The Fund Manager and the Issuing House do not have any common shareholder and neither one is a
D OCUMENTS A VAILABLE F OR I NSPECTION
Copies of the following documents may be inspected at the offices of the Issuing House, at its
business address, at normal working hours on any Business Day during the Offer Period:
Certificates of Incorporation of the Fund Manager and the Trustee;
Memoranda and Articles of Association of the Fund Manager and the Trustee;
The resolution of the Board of Directors of the Fund Manager authorising the creation of the
Fund and the issuance of 10 million Units of the Fund;
The duly executed Prospectus issued in respect of the Offer;
The Report of Pedabo Audit Services on the Financial Forecast of the Fund for the 3 years
ending December 31, 2016;
The material contracts referred to above;
The written consents referred to above; and
The SEC letter authorising the Fund and registering the Units being offered.2.
Page | 63
P ROCEDURE FOR A PPLICATION AND A LLOTMENT
1. Application
1.1 The general investing public is hereby invited to apply for Units of the Fund through any of the Receiving
Agents listed in this Prospectus.
1.2 Applications for Units must be made in accordance with the instructions set out at the back of the
Application Form attached hereto. Care must be taken to follow these instructions, as applications which
do not comply will be rejected.
1.3 The Application List for the Units now being offered will open on 10 March, 2014 and close on 17 April,
2014. Applications must be for a minimum of 100 Units and in multiples of 50 Units thereafter. The
number of Units for which an application is made and the value of the cheque or bank draft attached
should be entered in the boxes provided on the Application Form.
1.4 A single applicant should sign the declaration and write his/her full names, address, daytime telephone
number and mobile telephone number in the appropriate space on the Application Form. Where the
application is being made on behalf of a minor, the full names of the applicant and the minor as well as
the date of birth of the minor should be provided. Item “2” should be used by joint applicants. A corporate
applicant should affix its seal in the box provided and state its Incorporation Registration (RC) Number.
1.5 Applications in Naira below N10 million should be forwarded together with a bank draft for the full amount
of the purchase price made payable to any of the Receiving Agent listed in this Prospectus or via NEFT or
NIBBS to the issue proceeds account indicated below. The cheque or draft must be drawn on a bank in the
same town or city in which the Receiving Agent is located and crossed “AIICO MONEY MARKET FUND”
with the name, address and daytime telephone number of the applicant written on the back. All bank
commissions and transfer charges must be prepaid by the applicant. All cheques and drafts will be
presented upon receipt and all applications in respect of which cheques are returned unpaid will be
rejected and returned through the post at the applicant’s risk.
1.6 Applications in Naira above N10 million should be transferred via RTGS into the issue proceeds account
indicated below:
Bank Name:
Account Name:
AIICO Money Market Fund Issue AIICO Money Market Fund Issue
Proceeds Account
Proceeds Account
Account Number:
2153658021
0111880596
Applicant/Sender:
Please complete as appropriate
1.7 Foreign currency subscribers are advised to contact any of the Receiving Banks for the applicable
exchange rate on the day the payment for the subscription is being effected. Payments can be made in US
Dollars to either of the Receiving Banks through the correspondent banks detailed below:
Bank Name:
Swift Code
ABA No.
For Credit of:
SWIFT Code:
Account No.
For Final Credit of:
Beneficiary’s Acc No:
Applicant/Sender:
Citibank, New York, USA
CITIUS33XXX
First City Monument Bank PLC,
Lagos, Nigeria
FCMBNGLAXXX
36887918
AIICO Money Market Fund Issue
Proceeds Account
2153658038
Citibank, New York, USA
CITIUS33
021000089
Guaranty Trust Bank PLC, Lagos,
Nigeria
GTBINGLA
36129295
AIICO Money Market Fund Issue
Proceeds Account
0148099932
2. Allotment
The Issuing House and the Directors of the Fund Manager reserve the right to accept or reject any application
in whole or in part for not meeting the conditions of the Offer. In the event of an over subscription, additional
Units of the Fund will be allotted subject to the Commission’s approval.
3. Application Monies
All application monies will be retained in a separate bank account by the Receiving Bank pending allotment. If
any application is not accepted or is accepted for fewer Units than the number applied for, a crossed cheque
for the full amount paid or the balance of the amount paid (as the case may be) will be returned by registered
post within five (5) Business Days of allotment or through a bank transfer within 48 hours of allotment.
Statements of Unit-holding will be sent by registered post to the physical address provided by the subscriber
on the attached Application Form and/or by electronic mail to the email address provided on the attached
Application Form, not later than 15 Business Days from the date of allotment.
Page | 64
R ECEIVING A GENTS
All capital market operators with current SEC registration as at the date of this Prospectus
are eligible to act as Receiving Agents to the Issue. A brokerage commission of 0.75% will be
paid on the value of allotted Units in respect of applications bearing their official stamps.
The Issuing House/Receiving Bank cannot accept responsibility for the conduct of any Receiving Agent. Investors
are therefore advised to conduct their own independent enquiries before choosing an agent to act on their behalf.
Evidence of lodgement of funds with any Receiving Agent, in the absence of corresponding evidence of receipt by
the Issuing House/ Receiving Bank, cannot give rise to a liability on the part of the Issuing House/Receiving Bank
under any circumstances.
Banks
Access Bank PLC
Citi Bank Nigeria Limited
Diamond Bank PLC
EcoBank Nigeria PLC
Enterprise Bank Limited
Fidelity Bank PLC
First Bank of Nigeria PLC
Keystone Bank Limited
Mainstreet Bank Limited
Skye Bank PLC
Stanbic IBTC Bank PLC
Standard Chartered Bank Nigeria Limited
Sterling Bank PLC
Union Bank of Nigeria PLC
United Bank for Africa PLC
Unity Bank PLC
Wema Bank PLC
Zenith Bank PLC
Stockbrokers and Others
AAA Stockbrokers Limited
Adamawa Securities Limited
Adonai Stockbrokers Limited
Afrinvest (West Africa) Limited
AIL Securities Limited
Alangrange Securities Limited
Alliance Capital Management Limited
AMYN Investments Limited
Anchoria Investment & Securities Limited
Apel Asset & Trust Limited
APT Securities & Fund Limited
Aquila Capital Limited
Asset Resource & Management Limited
Associated Asset Managers Limited
Atlast Portfolio Limited
Belfry Invest. & Sec. Limited
Best Link Investment Limited
Bestworth Assets & Trust Limited
BFCL Assets & Securities Limited
BGL Securities Limited
BIC Securities Limited
BSD Securities Limited
Bytofel Trust & Securities Limited
C & I Heritage Limited
Calyx Securities Limited
Camry Securities Limited
Capital Assets Limited
Capital Bancorp Limited
Capital Express Sec. Limited
Capital Trust Brokers Limited
Cash Craft Asset Management Limited
Centre-Point Investment Limited
Century Securities Limited
Chapel Hill Advisory Partners Limited
Citi Investment Capital Limited
City Investment Management. Limited
Clearview Investment Company Limited
Compass Investment & Sec. Limited
Core Trust & Investment Limited
Cowry Asset Management Limited
Cradle Trust Finance & Sec. Limited
Crownwealth Assets Management Limited
CSL Stockbrokers Limited
De-Canon Investments Limited
Deep Trust Investment Limited
De-Lords Securities Limited
Denham Management Limited
Dependable Securities Limited
Diamond Securities Limited
EBN Securities Limited
Emerging Capital Limited
EMI Capital Resources Limited
Empire Securities Limited
Enterprise Stockbrokers Plc
Epic Investment & Trust Limited
Equity Capital Solutions Limited
ESL Securities Limited
Eurocomm Securities Limited
Excel Securities Limited
Express Discount Asset Mgt. Limited
Express Portfolio Services Limited
F& C Securities Limited
Falcon Securities Limited
FBC Trust and Securities Limited
FBN Securities Limited
FCMB Capital Markets Limited
Fidelity Finance Co. Plc
Fidelity Union Securities Limited
Financial Derivatives Company Limited
Finmal Finance Securities Limited
First Equities Securities Limited
First Stockbrokers Limited
FIS Securities Limited
Foresight Securities & Investment Limited
Forte Asset Management Limited
Forthright Securities & Investment Limited
Fountain Securities Limited
Futureview Financial Services Limited
Gidauniya Investment & Securities Limited
Global Asset Management (Nigeria) Limited
Golden Securities Limited
Greenwich Trust Limited
GTB Asset Management Limited
GTB Securities Limited
GTI Capital Limited
Heartbeat Investments Limited
Hedge Securities & Investment Company Limited
Horizon Stockbrokers Limited
Stanbic IBTC Asset Management Limited
ICMG Securities Limited
ICON Stockbrokers Limited
Independent Securities Limited
Intercontinental Securities Limited
International Standard Securities Limited
Interstate Securities Limited
Investment Centre Limited
Investment Masters & Trust Limited
Jamkol Investments Limited
Kapital Care Trust & Securities Limited
Kundila Finance Services Limited
Lambeth Trust & Investment Company Limited
LB Securities Limited
Lead Capital Limited
Lighthouse Asset Management Limited
Maclaize Trust & Securities Limited
Mainland Trust Limited
Mainvest Asset Management Limited
Marimpex Finance & Investment Limited
Marina Securities Limited
Marriot Securities Limited
Maven Asset Management Limited
Maxifund Invest & Securities Limited
MBC Securities Limited
MBL Financial Services Limited
Mega Equities Limited
Mercov Securities Limited
Meristem Securities Limited
Metropolitan Trust Nigeria Limited
Midland Capital Markets Limited
Molten Trust Limited
Mountain Investment & Securities Limited
Mutual Alliance Investment & Securities Limited
Networth Securities & Finance Limited
Newdevco Investment & Securities Limited
Nigerian International Securities Limited
Nigerian Stockbrokers Limited
Nova Finance & Securities Limited
Oasis Capital Limited
Omas Investment & Trust Limited
Options Securities Limited
P.S.I. Securities Limited
Peninsula Asset Management Limited
Pilot Securities Limited
Pinefields Investment Services Limited
PML Securities Company Limited
Professional Stockbrokers Limited
Pivot Trust & Investment Limited
Profund Securities Limited
Prominent Securities Limited
PSL Securities Limited
PSI Securities Limited
Pyramid Securities Limited
Quantum Securities Limited
Rainbow Securities & Investment Limited
Reading Investment Limited
Regency Assets Management Limited
Resano Securities Limited
Resort Securities and Trust Limited
Reward Investment & Securities Limited
Rivtrust Securities Limited
Rolex Securities Limited
Rostrum Investment & Securities Limited
Royal Crest Finance Limited
Santrust Securities Limited
Securities Trading & Investment Limited
Securities Solutions Limited
Security Swaps Limited
Shelong Investment Limited
Sigma Securities Limited
Signet Investments & Securities Limited
Smadac Securities Limited
Solid-Rock Securities & Investment Limited
Spring Capital Markets Limited
Spring Trust & Securities Limited
Springboard Trust & Investment Limited
Stanwal Securities Limited
Sterling Capital Markets Limited
Strategy and Arbitrage Limited
Summa Guaranty & Trust Company Limited
Summit Finance Company Limited
Supra Commercial Trust Limited
TFS Securities and Investment Company Limited
The Bridge Securities Limited
Tiddo Securities Limited
Tomil Trust Limited
Topmost Finance & Investment Limited
Tower Asset Management Limited
Tower Securities & Investment Company Limited
Traders Trust & Inv. Co. Limited
Trans Africa Fin. Services Limited
Transworld Investment & Finance Company Limited
Tropics Securities Limited
Trust Yields Securities Limited
Trusthouse Investment Limited
TRW Stockbrokers Limited
UBA Capital Limited
UBA Stockbrokers Limited
UIDC Securities Limited
UNEX Securities & Investment Limited
Union Capital Markets Limited
Valmon Securities Limited
Valueline Securities & Investment Limited
Vision Trust and Investment Limited
Viva Securities Limited
Wizatrade Capital Asset Management Limited
WSTC Financial Services Limited
Yobe Investment and Sec. Limited
Yuderb Investment & Securities Limited
Zenith Securities Limited
Zuma Securities Limited
Page | 65
A PPLICATION FORM
APPLICATION LIST
INITIAL PUBLIC OFFERING OF 10,000,000
UNITS AT N100 PER UNIT
APPLICATION LIST
IN THE
17 APRIL 2014
OPENS
CLOSES
10 MARCH 2014
ISSUING HOUSE
FUND MANAGER
(Authorised and registered in Nigeria as a Unit
Trust Scheme)
Applications must be made in accordance with the instructions set out on the reverse side of this application form. Care must be taken to follow these
instructions as applications that do not comply may be rejected. If you are in doubt as to the action to take, please consult your Stockbroker, Accountant,
Banker, Solicitor, or any other professional adviser for guidance immediately.
PLEASE COMPLETE ALL RELEVANT SECTIONS OF THIS
FORM USING BLOCK LETTERS WHERE APPLICABLE
GUIDE TO APPLICATION
Number of Units applied for
100 minimum
Subsequent multiples of 50
DECLARATION
Amount Payable
N10,000
N5,000
I/We declare that I/we have read the Prospectus dated mm dd, 2013 issued
by Vetiva Capital Management on behalf of AIICO Capital Limited.
UNITS APPLIED
We, the undersigned, confirm that we have full legal capacity to contract
and hereby irrevocably apply for the number of Units specified hereon
VALUE OF UNITS APPLIED/AMOUNT PAID
N
DATE (DD/MM/YYYY)
/
/
CONTROL NO. (FOR FUND MANAGER’S USE ONLY)
I/We attach the amount payable in full on application for the number of
units indicated in the AIICO Money Market Fund at N100.00 per Unit.
I/We agree to accept the same or any smaller number of Units in respect of
which allotment may be made upon the terms of the Prospectus dated mth
dd, 2013 and subject to the Trust Deed constituting the Fund.
APPLICANT DETAILS (INDIVIDUAL/CORPORATE/JOINT) (PLEASE USE ONE BOX FOR ONE ALPHABET LEAVING ONE BOX BLANK BETWEEN FIRST WORD AND SECOND)
SURNAME/CORPORATE NAME
FIRST NAME (FOR INDIVIDUALS ONLY)
OTHER NAMES (FOR INDIVIDUALS ONLY)
JOINT APPLICANT’S FIRST NAME (IF
OTHER NAMES (FOR
APPLICABLE)
JOINT APPLICANT ONLY)
CONTACT PERSON (FOR CORPORATE APPLICANT) / NEXT OF K IN (FOR INDIVIDUAL APPLICANT)
ADDRESS IN FULL (PLEASE DO NOT REPEAT APPLICANT(S)’ NAME. POST OFFICE BOX NO. ALONE IS NOT SUFFICIENT)
CITY
TEL.
E-MAIL
STATE
BENEFICIARY DETAILS (FOR INDIVIDUAL ONLY)
SURNAME NAME
OTHER NAMES
ADDRESS IN FULL (PLEASE DO NOT REPEAT APPLICANT(S)’ NAME. POST OFFICE BOX NO. ALONE IS NOT SUFFICIENT)
CITY
TEL.
E-MAIL
STATE
PLEASE COMPLETE THIS SECTION IF THIS APPLICATION IS BEING MADE ON BEHALF OF A MINOR:
SURNAME OF MINOR
OTHER NAMES
DATE OF BIRTH (DD/MM/YYYY)
GENDER
/
/
MALE
FEMALE
ADDRESS IN FULL (PLEASE DO NOT REPEAT APPLICANT(S)’ NAME). POST BOX NO. ALONE IS NOT SUFFICIENT)
CITY
NATURE OF RELATIONSHIP (PARENT/GUARDIAN)
TELEPHONE
E-MAIL
STATE
INCOME
PLEASE TICK THE BOX TO INDICATE PREFERRED OPTION
CASH
REINVESTMENT
BANK DETAILS (FOR E-DISTRIBUTIONS)
BANK NAME
BRANCH
ACCOUNT NUMBER
BANK SORT CODE
AUTHORISATIONS
SIGNATURE
2ND SIGNATURE (CORPORATE/JOINT)
NAME OF AUTHORIZED SIGNATORY/D ESIGNATION
(CORPORATE ONLY)
NAME OF AUTHORIZED SIGNATORY/DESIGNATION
(CORPORATE ONLY)
OFFICIAL SEAL/RC NO.
OR *THUMBPRINT*
(FOR I LLITERATES ONLY)
F
OF A
ATTESTATION
TTESTATION(Compulsory
(Compulsory requirement
requirementfor
foraa witness
witnessof
ofaathumbprint
thumbprintimpression
impressiononly)
only)
FORM
ORM OF
I,
[please insert full name of person attesting] of __________________
I,
[please insert full name of person attesting] of ____________ [insert address]
[insert address] hereby testify that the above *thumbprint* was affixed in my presence this.......day of......................2013, and is the true right
hereby testify that the above*thumbprint* was affixed in my presence this.......day of......................2014, and is the true right thumb
thumb print of ______________________________ [insert name of person executing] who has acknowledged to me after due explanation of
print
of
______________________________[insert
name
person
executing]who
has acknowledged
me after due
explanation
of the
the Application Form in the language understandable to himofthat
(i) he/she
has voluntarily
executed thistoinstrument
and (ii)
he/she understands
Application
in thethereof.
language understandable to him that (i) he/she has voluntarily executed this instrument and (ii) he/she understands
the
contentsForm
and effect
the contents and effect thereof.
As
of of
_________,
2013.
As witness
witnessmy
myhand
handthis
this_______day
_______day
_________,
2014.
WitnessWitness
Signature:
Signature:
Registrars: United Securities Limited
Page | 66
I NSTRUCTIONS F OR C OMPLETING T HE A PPLICATION F ORM
1. Applications must be made only on this Application Form, or photocopy, downloaded or scanned
copy of the Application Form.
2. The Application List for the Units will be open to prospective investors for the duration specified
in the Prospectus.
3. Application must be for a minimum of 100 Units at the first instance and multiples of 50 Units
thereafter. The number of Units for which an application is made and the applicable value
should be entered in the boxes provided.
4. An application for a minor must include the full names and date of birth of the minor, as well as the
full names and address of the adult (Parent or Guardian) making the application on such minor’s
behalf.
5. Joint applicants must all sign the Application Form.
6. An application from a corporate body must bear the corporate body’s common seal and be
completed under the hand of a duly authorized official.
7. An application by an illiterate should bear his right thumbprint on the Application Form and be
witnessed by an official of the Receiving Agent at which the application is lodged whom us to
have first explained the meaning and effect of the Application Form to the illiterate in his own
language. Above the thumbprint of the illiterate, the witness must record in writing that he has
given this explanation to the illiterate in a language understandable to him and that the illiterate
appeared to have understood same before affixing his thumb impression.
8. An applicant should not print this signature. If he is unable to sign in the normal manner he
should be treated for the purpose of this Offer as an illiterate and his right thumbprint should be
clearly impressed on the Application Form.
9. Applications in Naira below N10 million should be forwarded together with a bank draft for the
full amount of the purchase price made payable to any of the Receiving Agent listed in this
Prospectus or via NEFT or NIBBS into either of the issue proceeds account specified on Page 64
of this Prospectus. The cheque or draft must be drawn on a bank in the same town or city in
which the Receiving Agent is located and crossed “AIICO MONEY MARKET FUND” with the
name, address and daytime telephone number of the applicant written on the back. All bank
commissions and transfer charges must be prepaid by the applicant. All cheques and drafts will
be presented upon receipt and all applications in respect of which cheques are returned unpaid
will be rejected and returned through the post at the applicant’s risk.
10. Applications in Naira above N10 million should be transferred via RTGS into either of the issue
proceeds accounts specified on Page 64 of this Prospectus.
11. All foreign currency subscriptions should be credited to any of the correspondent bank accounts
specified on Page 64 of this Prospectus. The applicable Receiving Banks will issue CCIs
evidencing such foreign currency subscriptions. CCIs are required to enable subsequent
repatriation, in a freely convertible currency, of the dividends from or proceeds of any future
sale of the Units acquired in this IPO.
12. An applicant must provide bank details in the space provided in the Application Form
(Applications without bank details will be treated as invalid and thus rejected).
APPLICATION FORM
Page | 67
A PPLICATION FORM
Hambak
Page | 68

Prospectus

Transcription

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