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UBA SUBORDINATED UNSECURED NOTES (SERIES 1) - SUPPLEMENTARY PROSPECTUS 1

UNITED BANK FOR AFRICA PLC

RC 2457

OFFER FOR SUBSCRIPTION

OF

UP TO N45,000,000,000 SERIES 1: 7 YEAR 16.45%

FIXED RATE SUBORDINATED UNSECURED NOTES DUE 2021

UNDER A N345 BILLION MEDIUM TERM NOTE PROGRAMME

Issue Price: N1,000 per unit Payable in full on Application

Application List Opens: December 30, 2014 Application List Closes: December 30, 2014

This offering of 7-year 16.45%Rate Subordinated Unsecured Notes (the “Issue”) was made through 100% Underwriting Process wherein 100% of the Issue was offered to Qualified Institutional Investors (“QIIs”) and High Net Worth Investors (“HNIs”) as defined under Rule 321 of the Rules and Regulations of the Securities and Exchange Commission. The Series 1: 7-year 16.45% Fixed Rate Subordinated Unsecured Notes (the “Notes”) have been assigned an “A” rating by Global Credit Rating Company Limited. The rating reflects an instrument that carries a high credit quality with good protection factors. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency. This Supplementary Shelf Prospectus (“Prospectus”), under which the Notes are being offered must be read in conjunction with the accompanying Shelf Prospectus dated December 30, 2014 (the “Shelf Prospectus”) issued in relation to the N345 Billion Medium Term Note Programme (the “Programme”) established by the Issuer pursuant to Rule 279 of the Rules and Regulations of the Securities and Exchange Commission. Terms defined in the Shelf Prospectus have the same meanings in this Prospectus unless the context otherwise requires. THIS PROSPECTUS AND THE SECURITIES WHICH IT OFFERS HAVE BEEN CLEARED AND REGISTERED BY THE SECURITIES AND EXCHANGE COMMISSION (“SEC” OR “COMMISSION”). THE INVESTMENT AND SECURITIES ACT NO 29 OF 2007 (“ISA”) PROVIDES FOR CIVIL AND CRIMINAL LIABILITIES FOR THE ISSUE OF A PROSPECTUS WHICH CONTAINS FALSE OR MISLEADING INFORMATION. THE REGISTRATION OF THIS PROSPECTUS AND THE SECURITIES WHICH IT OFFERS DOES NOT RELIEVE THE PARTIES OF ANY LIABILITY ARISING UNDER THE ACT FOR FALSE OR MISLEADING STATEMENTS OR FOR ANY OMISSION OF A MATERIAL FACT.

THE CLEARANCE OF THIS PROSPECTUS SHOULD NOT BE TAKEN TO INDICATE THAT THE SEC RECOMMENDS THE SECURITIES OFFERED HEREIN OR ASSUMES RESPONSIBILITY FOR THE CORRECTNESS OF ANY STATEMENT MADE OR OPINION OR REPORT EXPRESSED IN THIS PROSPECTUS

LEAD ISSUING HOUSE

THIS PRICING SUPPLEMENT IS DATED 30th December 2014

JOINT ISSUING HOUSES

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No. 2

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RC444999

RC199528 RC1031358


CONTENTS

ABRIDGED TIMETABLE .............................................................................................................................................. 3

PARTIES TO THE ISSUE ............................................................................................................................................... 4

SUMMARY OF THE OFFER .......................................................................................................................................... 7

THE ISSUE ................................................................................................................................................................... 10

TERMS AND CONDITIONS OF THE NOTES ........................................................................................................... 11

USE OF PROCEEDS .................................................................................................................................................... 19

EXTRACT FROM THE ISSUE RATING REPORT ...................................................................................................... 20

APPENDIX 1: PROCEDURE FOR APPLICATION AND ALLOTMENT .................................................................. 21

APPENDIX 2: APPLICATION FORM ......................................................................................................................... 22

APPENDIX 3: INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM ................................................. 24


ABRIDGED TIMETABLE

Date Activity Responsibility

27th October, 2014 File application for approval of Supplementary Prospectus with SEC Issuing Houses

29th December 2014 Receive SEC approval of Supplementary Prospectus and clearance for Completion Board Meeting

Issuing Houses

30th December 2014 Hold Completion Board Meeting / Signing Ceremony All Parties

31st December 2014 File executed documents with SEC Issuing Houses

31st December 2014 Offers Opens and Closes Issuing Houses

31st December 2014 File Allotment Proposals and receive SEC clearance Issuing Houses

31st December 2014 Receive net proceeds of Issue Receiving banks Receiving Banks

7th January 2015 Listing of the Bond Stockbrokers

7th January 2015 Post Offer Compliance Issuing Houses


PARTIES TO THE ISSUE

DIRECTORS AND COMPANY SECRETARY OF THE ISSUER

Tony O. Elumelu, CON (Chairman)

UBA House 57 Marina Lagos State

Amb. Chinedu J. Keshi (OON) (Vice Chairman)

UBA House 57 Marina Lagos State

Phillips Oduoza

(Group Managing Director/CEO) UBA House 57 Marina

Lagos

Kennedy Uzoka (Deputy Managing Director) UBA House 57 Marina

Lagos

Apollos Ikpobe (Deputy Managing Director) UBA House 57 Marina

Lagos

Femi Olaloku (Executive) UBA House 57 Marina

Lagos

Dan Okeke (Executive) UBA House 57 Marina

Lagos

Emeke Iweriebor (Executive) UBA House 57 Marina

Lagos

Obi Ibekwe (Executive) UBA House 57 Marina

Lagos

Adekunle Olumide, OON UBA House 57 Marina

Lagos

Chief Kolawole B Jamodu, CFR UBA House 57 Marina

Lagos

Ja’afaru Aliyu UBA House 57 Marina

Lagos

Yahaya Zekeri UBA House 57 Marina

Lagos

Foluke Abdul-Razaq UBA House 57 Marina

Lagos

Rose Okwechime UBA House 57 Marina

Lagos

Owanari Duke UBA House 57 Marina

Lagos

Bili Odum (Company Secretary) UBA House 57 Marina

Lagos



LEAD ISSUING HOUSE

UBA CAPITAL PLC 12TH FLOOR, UBA HOUSE

57 MARINA LAGOS

JOINT-ISSUING HOUSES

FSDH MERCHANT BANK LIMITED 5TH-8TH FLOOR UAC HOUSE

1/5 ODUNLAMI STREET LAGOS

STANBIC IBTC CAPITAL LIMITED I.B.T.C PLACE

WALTER CARRINGTON CRESCENT VICTORIA ISLAND, LAGOS

UNDERWRITERS

UBA CAPITAL PLC 12TH FLOOR, UBA HOUSE

57 MARINA LAGOS

FSDH MERCHANT BANK LIMITED

5TH-8TH FLOOR UAC HOUSE

1/5 ODUNLAMI STREET LAGOS

STANBIC IBTC CAPITAL LIMITED I.B.T.C PLACE

WALTER CARRINGTON CRESCENT VICTORIA ISLAND, LAGOS

TRUSTEES

UBA TRUSTEES LIMITED 12TH FLOOR, UBA HOUSE

57, MARINA LAGOS

SOLICITORS TO THE TRUSTEE

G. ELIAS & CO. 6TH FLOOR, NCR BUILDING

6 BROAD STREET LAGOS

SOLICITORS TO THE ISSUE

TEMPLARS SOLICITOR 4TH FLOOR, THE OCTAGON, 13A A.J. MARINHO DRIVE VICTORIA ISLAND, LAGOS

STOCKBROKERS TO THE ISSUE

UBA SECURITIES LTD. 12TH FLOOR, UBA HOUSE

57 MARINA LAGOS

COWRY SECURITIES LTD PLOT 1319 KARIMU IKOTUN

VICTORIA ISLAND LAGOS

ARM SECURITIES LTD. 1/5 MEKUNWEN ROAD

OFF OYINKAN ABAYOMI DRIVE IKOYI, LAGOS

FUTUREVIEW SECURITIES LTD.

22, OJU OLOBUN CLOSE OFF IDEJO STREET VICTORIA ISLAND

LAGOS

RECEIVING BANK

FIDELITY BANK PLC 2, KOFO ABAYOMI STREET


FCMB LIMITED PRIMROSE TOWERS

17A, TINUBU STREET LAGOS

STANDARD CHARTERED BANK NIGERIA 142 AHMADU BELLO WAY


STANBIC IBTC BANK PLC I.B.T.C PLACE

WALTER CARRINGTON CRESCENT VICTORIA ISLAND,

LAGOS



REGISTRARS TO THE ISSUE

AFRICA PRUDENTIAL REGISTRARS PLC 220B, IKORODU ROAD

PALMGROVE LAGOS

RATING AGENCY

GLOBAL CREDIT RATING (GCR) CO. 17TH FLOOR, NEW AFRICA HOUSE

31, MARINA LAGOS

REPORTING ACCOUNTANTS

ERNST & YOUNG 10TH FLOOR, UBA HOUSE

57, MARINA LAGOS

AUDITORS

PRICEWATERHOUSECOOPERS 252E, MURI OKUNOLA STREET



SUMMARY OF THE OFFER

The following Summary does not purport to be complete and is qualified in its entirety by, the remainder of this Prospectus as a whole, the Shelf Prospectus and other documents, if any, incorporated by reference into this Prospectus. Issuer: United Bank for Africa Plc or “UBA”

Description of the Notes: 7-year 16.45%Fixed Rate Subordinated Unsecured Notes due 2021, which will form part of the

Issuer’s regulatory Tier II Capital, subject to CBN’s approval

Issue Size / Principal Amount: up to N45,000,000,000

Series Number 1

Par Value: N1,000.00

Issue Price: 100% at Par

Tenor: 7 years

Coupon: 16.45%

Lead Issuing House / Underwriter: UBA Capital Plc

Joint-Issuing Houses / Underwriters: FSDH Merchant Bank Limited and Stanbic IBTC Capital Limited

Maturity Date: 30, December 2021, being the seventh anniversary of the Allotment Date

Coupon Frequency: Semi-annual, and payable in arrears on 30th June, and 30th December of each year up to and

including the Maturity Date

Interest Commencement Date: Coupon shall accrue from the Allotment Date

Redemption: If not redeemed earlier in accordance with the Early Redemption provisions outlined herein, the

Notes shall be redeemed on the Maturity Date by a bullet repayment of Principal

Underwriting: The Series 1 Notes shall be 100% firmly underwritten by the Underwriters as follows:

Underwriter Underwriting Commitment %

UBA Capital Plc N14,020,000,000 46%

Stanbic IBTC Capital Limited N9,4800,000,000 31%

FSDH Merchant Bank Limited N7,000,000,000 23%

Total N30,500,000,000 100%

Source of Repayment: The Notes shall be redeemed from the Bank’s gross interest revenues and operational cash-flows

Method of Issue: Offer for Subscription

Minimum Subscription Amount: Minimum of N25,000,000 and multiples of N5,000,000 thereafter

Business Day Convention: Where the day on which a payment is due to be made is not a Business Day, that payment shall be

effected on or by the next succeeding Business Day unless that succeeding business day falls in a

different month in which case payment shall be made on or by the immediately preceding

Business Day.

Day Count Fraction: Actual/Actual (actual number of days in a Month and actual number of days in a Year)



Use of Proceedsi: The proceeds will be utilized as follows:

Proceeds Utilization Amount (N) % of

Proceeds

Estimated Completion

Time

Corporate segment term

loans and project finance 17,625,911,875 57.8%

Within 12 months of

receipt of proceeds

Commercial segment

term loans 6,600,000,000 21.6%

Within 12 months of

receipt of proceeds

Retail loans 5,200,000,000 17.0% Within 12 months of

receipt of proceeds

Cost of Issue 540,338,125 1.77% To be paid immediately

after close of offer

Underwriting fee 533,750,000 1.75% To be paid immediately

after close of offer

Total 30,500,000,000 100%

Status:

The Notes are direct, unsecured and subordinated obligations of the Issuer and rank pari passu

without any preference among themselves and at least pari passu with the claims of all holders of

Subordinated Indebtedness as provided for in the Series 1 Trust Deed. In the event of the

winding-up of the Issuer, the claims of the Trustee and the holders of Subordinated Notes

against the Issuer for payment of principal and interest in respect of the Subordinated Notes

will be subordinated to the Senior Indebtedness of the Issuer.

Form of Notes/ Transferability: The Notes will be issued in registered form and be freely transferable in accordance with the

provisions of the Trust Deed. The Notes may be initially represented by a certificate(s). Where

the Notes are represented by certificates, the certificate(s) will be authenticated by the Registrar

and may be dematerialised and held in electronic book entry form at the CSCS depository.

Early Redemption:

The Issuer shall be entitled on any date after 5 years and 1 day after the Issue Date, such date

being a Coupon Payment Date, in respect of the Series 1 Notes, to redeem the whole or any

part of the Series 1 Notes outstanding upon giving to the Trustees not more than sixty (60) nor

less than thirty (30) days’ notice (expiring on a day fixed for the payment of Coupon thereon) of

its intention to do so and at the expiration of such notice, the Issuer shall be bound to redeem

the Series 1 Notes in respect of which such notice has been given and to pay any Coupon that

shall have accrued thereon PROVIDED THAT any Series 1 Notes redeemed pursuant to this

Condition shall be redeemed as between the Series 1 Note-holders on a pro rata basis.

Notwithstanding the clause above, for as long as any of the Series 1 Notes certified by the CBN

as forming part of the Issuer’s regulatory capital remains outstanding, the Issuer shall not

exercise any right to redeem the Series 1 Notes prior to its stated maturity unless:

(i) the Early Redemption will not result in the Issuer’s capital adequacy ratio falling

below the regulatory minimum ratio prescribed by the CBN, and

(ii) the Issuer has obtained the consent of the CBN for such Early Redemption.

Taxation: Income earned from the Notes is exempt from tax imposed under the PITA by virtue of the

PIT Amendment Act.

The income earned from the Notes is exempt from tax imposed under the CITA by virtue of

the Companies Income Tax (Exemption of Bonds and Short Term Government Securities)

Order 2011, effective 2nd of January 2012. This exemption is for a period of 10 years from the

date of the Order.

The proceeds from the disposal of the Notes are exempt from tax imposed under the VAT Act

by virtue of the Value Added Tax (Exemption of the Proceeds of the Disposal of Government

and Corporate Securities) Order 2011, commencing from 2nd of January 2012. This exemption

is for a period of 10 years from the date of the Order.

Grossing Up: All amounts payable under the Notes will be paid in full without set-off or counterclaim or

other restrictions and free and clear of and without any deductions or withholding for or on

account of any taxes or any charges or otherwise

i See page 17 for detailed description of Use of Proceeds



Listing: An application has been filed with the Council of the NSE for the admission of the Notes to

the Daily Official List of the Exchange

Issuer Rating:

The Issuer has an A+, AA- and A+ long-term national rating from Fitch, GCR and Agusto &

Co respectively.

Issue Rating: The Notes have been assigned a rating of A by Global Credit Rating Company.

Events of Default: An event of default shall occur if an order is made or a resolution is passed for the Winding-Up

of the Issuer or if default is made in the payment of principal or interest due for a period of 14

days, or if the Issuer does not perform any or more of its other obligations under the Series 1

Trust Deed for a period of 30 days subject to the provisions in the Trust Deed. Please refer to

the section on “Events of Default” on page 16 of this Prospectus for further details.

Indebtedness: As at 30 June 2014, UBA has borrowings, in the ordinary course of business amounting to

N76.6 billion and subordinated liabilities amounting to N55.8 billion. Save as disclosed, UBA

Plc has no outstanding loans, charges or similar indebtedness.

Underwriting: The Issue will be firmly underwritten at the instance of the Issuer by a syndicate of

underwriters.

Governing Law: The Laws of the Federal Republic of Nigeria


THE ISSUE

This Prospectus is a supplement to the Shelf Prospectus dated 30th December, 2014 issued by the Bank in respect of its N345 Billion

Medium Term Note Programme and it should be read in conjunction with the Shelf Prospectus.

A decision to invest in the Series 1 Notes should be based on consideration by the prospective investor, of this Prospectus and the

Shelf Prospectus in addition to any documents incorporated by reference therein as a whole.

Save as disclosed in this Prospectus, there has been no other significant new factor, material mistake or inaccuracy relating to

information included in the Shelf Prospectus since the publication of the Shelf Prospectus.

LEAD ISSUING HOUSE

on behalf of


RC 2457

Offer for Subscription and is authorised to receive applications for

Up to N45,000,000,000

7-YEAR 16.45%

FIXED RATE SUBORDINATED UNSECURED NOTES

DUE 2021

Issued At Par

BEING SERIES 1 ISSUED UNDER THE

N345 BILLION NAIRA MEDIUM TERM NOTE PROGRAMME

The Application List opens on 30th December, 2014 and closes on 30th December, 2014


RC444999

RC199528 RC1031358


TERMS AND CONDITIONS OF THE NOTES

The offering of up to N45,000,000,000 in Aggregate Amount of 16.45% Fixed Rate Subordinated Unsecured Notes due 2021 (the

“Series 1 Notes”) of UBA Plc (the “Issuer”) are constituted by the Series 1 Trust Deed dated 30th December, 2014 (such deed as

amended and/or supplemented and/or restated from time to time, the “Series 1 Trust Deed”) made between the Issuer and UBA

Trustees Limited (the “Trustee” which expression shall include their successors) as trustee for the holders of the Series 1 Notes (the

“Series 1 Note holders” as more particularly defined in the Trust Deed).

The statements in these Terms and Conditions include summaries of, and are also subject to, the detailed provisions of and definitions

in the Series 1 Trust Deed and the Trust Deed dated 30th December 2014 (the “Trust Deed”). The Series 1 Noteholders are entitled to

the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and the Series 1 Trust Deed.

1. Definitions

The definitions in Clause 1 (Definitions and Interpretation) of the Trust Deed and any defined terms therein are incorporated

hereto and references in these Conditions to “Note” are to the Series 1 Notes represented by this Certificate.

2. Form, Currency and Denomination

2.1. The Series 1 Notes are issued in registered form, serially numbered and denominated in a minimum amount of

N1,000. The minimum initial subscription amount shall be N25,000,000 and multiples of N5,000,000 thereafter.

2.2. The Series 1 Notes may at the option of the Trustees and the Issuer be issued in certificated form whereupon a Series

1 Note certificate (‘‘Certificate’’) will be issued to Holders in respect of their registered holding of Series 1 Notes. Each

Certificate will be numbered serially with an identifying number which will be recorded on the relevant Certificate and

in the Register of Holders of Series 1 Notes of the applicable Series (the ‘‘Register’’) which the Issuer will procure to

be kept by the Registrar. The Series 1 Notes may also at the option of the Trustees and the Issuer be issued in

dematerialised or book entry form, which shall be registered with a separate securities identification code with the

CSCS.

3. Status and Subordination of the Series 1 Notes

The Series 1 Notes are direct, unconditional, unsecured and subordinated obligations of the Issuer and the proceeds of the Series

1 Notes will, if certified by the CBN, form part of the Issuer’s Tier II Capital. The Series 1 Notes will be subordinated to the

claims of all Senior Creditors (as defined below). The Series 1 Notes will however rank paripassu without any preference among

themselves and at least paripassu with the claims of all holders of both present and future unsecured subordinated obligations of

the Issuer.

The rights of Noteholders against the Issuer to payment of principal and interest in respect of the Notes are, in the event of the

winding up of the Issuer, subordinated in right of payment to the claims of all Senior Creditors (as defined below). Accordingly,

amounts due and payable in respect of such principal and interest shall be due and payable in such winding up only if and to the

extent that the Issuer could be considered solvent at the time of payment thereof and still be considered solvent immediately

thereafter. For this purpose, the Issuer shall be considered solvent if both (i) it is able to pay its debts to Senior Creditors as they

fall due and (ii) its Assets exceed its Liabilities to Senior Creditors.

A report as to the solvency of the Issuer by two Directors of the Issuer or, the Auditors or, if the Issuer is being wound up, its

liquidator shall, in the absence of proven error, be treated and accepted by the Issuer, and the Noteholders, as correct and

sufficient evidence thereof.

For the purposes of this Condition 3:

‘‘Assets’’ means the non-consolidated gross assets of the Issuer as shown by the then latest published balance sheet of the Issuer

but adjusted for contingencies and for subsequent events and to such extent as two Directors of the Issuer, the Auditors or the

liquidator of the Issuer (as the case may be) may determine to be appropriate;

‘‘Auditors’’ means the auditors for the time being of the Issuer or, in the event of their being unable or unwilling promptly to

carry out any action requested of them, such other firm of accountants as may be nominated or approved by the Issuer;

‘‘Liabilities’’ means the non-consolidated gross liabilities of the Issuer as shown and adjusted in like manner as for Assets; and

‘‘Senior Creditor’’ means any secured or unsecured creditor of the Issuer whose claims have been accepted by the liquidator in

the winding up of the Issuer, not being a creditor:



(i) whose right to repayment ranks or is expressed to rank postponed to or subordinate to that of unsubordinated

creditors of the Issuer; or

(ii) whose right to repayment is made subject to a condition or is restricted (whether by operation of law or otherwise)

or is expressed to be restricted in each case such that the amount which may be claimed for his own retention by

such creditor in the event that the Issuer is not solvent is less than in the event that the Issuer is solvent; or

(iii) whose debt is irrecoverable or expressed to be irrecoverable unless the persons entitled to payment of principal and

interest in respect of the Notes recover the amounts of such principal and interest which such persons would be

entitled to recover if payment of such principal and interest to such persons were not subject to any condition.

Notwithstanding the foregoing, nothing under this Clause shall affect or prejudice the payment of the costs, charges, expenses,

liabilities or remuneration of the Trustees or the rights and remedies of the Trustees in respect thereof.

4. Payments

The manner of payment of redemption of the Series 1 Notes shall be as is set out below.

Date of Repayment

4.1. The principal amount of the Series 1 Notes shall be repaid at par together with any outstanding interest accrued

thereon as a single and complete repayment on the Redemption Date in accordance with the provisions of this

Condition 4.1 or on the declaration and subsistence of an Event of Default, on such earlier date as the Trustees

declare the Series 1 Notes to have become immediately payable.

4.2. The Series 1 Notes are repayable in full on the [Day], [Month], 2021.

4.3. Interest on the Series 1 Notes shall accrue from day to day on the principal amount of the Series 1 Notes at the rate of

[•] per annum payable semi - annually in arrears on [Day] [Month] and [Day] [Month] of each year (each a Coupon

Payment Date) until the Notes have been fully redeemed by the Issuer in accordance with the terms of the Trust

Deed. The First Coupon Payment (representing a full six months' interest) will be made on [insert First Coupon

Payment Date for Series 1 Notes here].

Payments in respect of the Series 1 Notes

4.4. Payment of Principal and Coupon will be made by transfer to the designated bank account of the Series 1 Noteholders

or by a certified cheque mailed to the registered address of the Series 1 Noteholders if it does not provide a designated

bank account. Provided that where the payment due to such Series 1 Noteholder who has not provided a designated

bank account exceeds the sum of N10,000,000.00 (Ten Million Naira), such payment shall be made by separate

cheques with the value of each cheque not exceeding the sum of N10,000,000.00 (Ten Million Naira).

4.5. Payments of principal and payments of interest due otherwise than on a Coupon Payment Date will, in the case of

Series 1 Notes in certificated form, be made against presentation and, in the case of redemption in whole but not in

part of the Series 1 Notes represented thereby, surrender of the relevant Certificate at the specified office of the

Registrar. Payments of principal and payments of interest due otherwise than on an Coupon Payment Date will, in the

case of Series 1 Notes in book-entry form held through the CSCS, be made on presentation of letter of confirmation

or certificate issued on behalf of CSCS or any form of record made by the Issuer, the Trustees or the Registrar

evidencing the notes held by such Series 1 Noteholder. Interest on Series 1 Notes due on a Coupon Payment Date will

be paid to the Holder shown on the Register of Series 1 Noteholders at the close of business on the date (the Record

Date) being the fifteenth (15th) day before the relevant Coupon Payment Date.

4.6. For the purposes of this Condition, a Series 1 Noteholder’s Designated Bank Account means the bank account

maintained by or on behalf of said Holder with a bank duly licensed by the CBN or and in the case of transfer to a

bank account held by a Series 1 Noteholder resident outside Nigeria who complies with applicable regulations on

remitting money outside Nigeria, the applicable licensing authority in the place where such bank account is maintained,

details of which appear on the Application Form completed by the Holder at the point of subscription to the Series 1

Notes or advised in writing to the Registrar before the close of business, in the case of Principal and Interest due

otherwise than on a Coupon Payment Date, on the second Business Day (as defined in sub-clause 4.10) before the due

date for payment and, in the case of interest due on a Coupon Payment Date, on the Record Date, and a Series 1

Noteholder’s registered address means its address appearing on the Register of Series 1 Noteholders on that date.



4.7. Deferral of Interest on the Series 1 Notes

If the Issuer does not pay an instalment of interest on a Coupon Payment Date or does not pay all or any part of the

principal on the date set for redemption, the obligation to make such payment, and such Coupon Payment Date or

date set for redemption, as the case may be, shall be deferred until,:

(i) (i) in the case of a payment of interest, the Deferred Coupon Payment Date; and

(ii) in the case of a payment of principal, a Deferred Principal Payment Date.

(iii) No payment so deferred shall be treated as due for any purpose until the Deferred Coupon Payment Date or

Deferred Principal Payment Date, as the case may be, and accordingly, no such deferral will constitute a Default or

an Event of Default. For the avoidance of doubt, the obligation to pay an instalment of interest on a Deferred

Coupon Payment Date, or to pay principal on a Deferred Principal Payment Date, may not be deferred.

4.8. Payments subject to Applicable Laws

Payments in respect of principal and Interest on Series 1 Notes are subject in all cases to any fiscal or other laws and

regulations applicable in the place of payment. If a tax deduction is required by law to be made by the Issuer, the

amount of the Coupon payment on the Series 1 Notes due from the Issuer will be increased to an amount which (after

making the tax deduction) leaves an amount equal to the Coupon payment which would have been due if no tax

deduction had been required.

4.9. No commissions

No commissions or expenses shall be charged to the Noteholders in respect of any payments made in accordance with

this Condition.

4.10. Payment on Business Days

Where payment is to be made by transfer to a registered account, payment instructions (for value the due date or, if

that is not a Business Day (as defined below) for value the first following day which is a Business Day) will be initiated

and, where payment is to be made by cheque, the cheque will be mailed, on the Business Day preceding the due date

for payment or, in the case of a payment of principal or a payment of Interest due otherwise than on an Coupon

Payment Date, if later, on the Business Day on which the relevant Certificate is surrendered at the specified office of

the Registrar.

Noteholders will not be entitled to any interest or other payment for any delay after the due date in receiving the

amount due if the due date is not a Business Day or if the Noteholder is late in surrendering its Certificate (if required

to do so) or if a cheque mailed in accordance with this sub-clause arrives after the due date for payment.

In this Condition, Business Day means a day (other than a Saturday, Sunday or public holiday declared by the Federal

Government of Nigeria (“FGN”)) on which banks are open for business in Lagos, Nigeria and, in the case of

presentation of a Certificate, in the place in which such Certificate is presented.

5. Redemption

5.1. Redemption at Maturity

So far as is not previously redeemed pursuant to the provisions of Condition 5.2 or 5.3 hereof, the principal amount of

Series 1 Notes outstanding shall be redeemed at par together with Interest accrued and unpaid thereon on the Maturity

Date in respect thereof or on such earlier date as the Trustees in accordance with Clause 14 of the Programme Trust

Deed declare the Series 1 Notes to have become immediately redeemable.

5.2. Early Redemption

5.2.1. The Issuer shall be entitled on any date being at least 24hours following 5 years after the Issue Date, such date being

a Coupon Payment Date, in respect of the Series 1 Notes, to redeem the whole or any part of the Series 1 Notes

outstanding upon giving to the Trustees not more than sixty (60) days nor less than thirty (30) days’ notice (expiring

on a day fixed for the payment of interest thereon) of its intention to do so and at the expiration of such notice, the

Issuer shall be bound to redeem the Series 1 Notes in respect of which such notice has been given and to pay any

interest that shall have accrued thereon PROVIDED THAT any Series 1 Notes redeemed pursuant to this Condition

shall be redeemed as between the Series 1 Noteholders on a pro rata basis.



5.2.2. Notwithstanding clause 5.2.1 above, for as long as any of the Series 1 Notes certified by the CBN as forming part of

the Issuer’s regulatory capital remains outstanding, the Issuer shall not exercise any right to redeem the Series 1 Notes

prior to its stated maturity unless:

(i) the Early Redemption will not result in the Issuer’s capital adequacy ratio falling below the regulatory minimum ratio

prescribed by the CBN, and

(ii) the Issuer has obtained the consent of the CBN for such Early Redemption.

5.2.3. When any part of the Series 1 Notes is redeemed, the corresponding proportion of the nominal amount of each

holding of the Series 1 Notes shall be repaid to the Series 1 Noteholders.

5.2.4. The Registrar shall give to the Series 1 Noteholders not less than one (1) month’s notice in writing of the time for

repayment of the Series 1 Notes to be redeemed and each such notice shall state the amount of the Series 1 Notes for

redemption.

5.2.5. At the time so fixed, the Registrar shall, subject to Condition 19, pay to the Series 1 Noteholder the amount payable

to him in respect of such redemption together with all interest accrued thereon and such payment shall be made

through a designated bank account or by a certified cheque mailed to the registered address of the Series 1

Noteholders if the Series 1 Noteholder does not provide a designated bank account.

5.2.6. All Series 1 Notes redeemed shall be cancelled and the Registrar shall not be entitled to keep the same alive for the

purpose of re-issue or to re-issue the same.

5.2.7. The Issuer may, upon having obtained the prior consent of the CBN, at any time and from time to time purchase

Series 1 Notes at any price in the open market or by tender. Any Series 1 Notes so purchased will be cancelled and

will not be available for re-issue.

5.3. Re-issue of Certificate

5.3.1. In the event of early redemption by the Issuer, the Issuer shall re-issue individual Certificates with identifying serial

numbers in accordance with the provisions hereof representing the amount outstanding on the Series 1 Notes.

5.3.2. All Certificates issued prior to the early redemption by the Issuer must be delivered for cancellation at the specified

office of the Registrar and must be accompanied by such documents, evidence and such other evidence as the Issuer

may reasonably require to prove the title of the Noteholder. Upon receipt of any Series 1 Note Certificate, the

Registrar shall immediately issue to such Series 1 Noteholder a new certificate representing the amount outstanding

on the relevant Series 1 Notes.

5.3.3. All Certificates issued prior to early redemption by the Issuer shall be deemed cancelled within thirty (30) days from

the date of early redemption.

5.3.4. Redemption for tax reasons or due to change in legislation

The Notes may be redeemed at the option of the Issuer, having obtained the prior consent of the relevant regulatory

authorities, including the CBN, in whole or in part, at any time, on giving no more than sixty (60) days nor less than

thirty (30) days’ notice to the Noteholders (which notice shall be irrevocable) at the principal amount thereof,

together with interest accrued to the date fixed for redemption, if (i) the Issuer has or will become obliged to pay

additional amounts as provided or referred to in Condition 6 as a result of any change in, or amendment to, the laws

or regulations of the Federal Republic of Nigeria or any political authority thereof or therein having power to tax, or

any change in the application or official interpretation of such laws or regulations, which change or amendment

becomes effective on or after the Issue Date and (ii) such obligation cannot be avoided by the Issuer taking

reasonable measures available to it; provided, however, that no such notice of redemption shall be given earlier than

180 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts if a payment

in respect of the Notes were then due.

6. Taxation

By virtue of the provisions of Value Added Tax (Exemption of Proceeds of the Disposal of Government and Corporate

Securities) Order, 2011 and the Companies Income Tax (Exemption of Bonds and Short Term Government Securities) Order,

2011 respectively, corporate bonds are exempted from the imposition of Value Added Tax and Companies Income Tax.

7. Designated Account

7.1. The Issuer shall no later than the Closing Date of this Series, open an account, in favour of the Trustees titled “UBA Debt

Programme Designated Account (Series 1)” with the Payment Bank into which the Issuer shall at least three (3) Business



Days before each Payment Date pay all monies due under the Series 1 Notes at the relevant time to the relevant Series 1

Noteholders.

7.2. If at any time prior to the Redemption Date, the Issuer pays back the Series 1 Notes under the provisions of Condition 4.1

hereof, the Trustees shall remit to the Issuer such sums remaining in the Designated Account.

8. Certificate

8.1. The Issuer shall issue the individual Certificates in accordance with the provisions thereof.

8.2. Each Note shall have an identifying serial number which shall be entered in the Register.

8.3. Certificates shall be in registered form and shall be issued in the form or substantially in the form set out in the First

Schedule to the Series 1 Trust Deed and transferable in units of N[insert amount] and integral multiples of N1000 in excess

thereof.

8.4. The Series 1 Notes are transferable by execution of the form of transfer in the form or substantially in the form of the form

of transfer endorsed on the Certificate (Form of Transfer) under the hand of the transferor or, where the transferor is a

corporation, under its common seal or under the hand of two of its officers duly authorised in writing. If the Series 1 Notes

are held in book-entry form, they are transferable by means of written instruction in the form acceptable to the [CSCS or

Broker].

8.5. Series 1 Notes are exchangeable and transferable only in accordance with, and subject to, the provisions hereof and the rules

and operating procedures laid down by the Registrar. Series 1 Notes to be transferred must be delivered for registration to

the specified office of the Registrar with the Form of Transfer endorsed thereon duly completed and executed and must be

accompanied by such documents, evidence and information as may be required pursuant to these Conditions and such other

evidence as the Issuer may reasonably require to prove the title of the transferor or his right to transfer the Series 1 Notes

and, if the form of transfer is executed by some other person on his behalf or in the case of the execution of a form of

transfer on behalf of a corporation by its officers, the authority of that person or those persons to do so.

8.6. A holder of a Series 1 Notes shall be entitled to receive one Certificate for the nominal value of the Series 1 Notes held by

him but joint holders of Series 1 Notes shall be entitled to one Certificate only in respect of their joint holding which shall,

except where they otherwise direct, be delivered to the joint holder whose name appears first in the Register in respect of

such joint holding.

8.7. Where a holder of Series 1 Notes has transferred part only of his holding there shall be delivered to him without charge a

Certificate in respect of the balance of such holding.

8.8. Each new Certificate to be issued upon a transfer of the Series 1 Notes will, within five (5) Business Days of receipt by the

Registrar of the duly completed form of transfer, be mailed by registered post or licensed carrier to the Holder entitled to the

Series 1 Notes to the address specified in the Form of Transfer. For the purposes of this Term, Business Day shall mean a

day on which banks are open for business in the city in which the specified office of the Registrar is located.

9. Register of Series 1 Notes

A Register of the Series 1 Notes will be kept at the office of the Registrar(s) for the time being of the Series 1 Notes and there

shall be entered in such Register:-

(i) the names and addresses of the holders for the time being of the Note(s);

(ii) the amount of the Series 1 Notes held by every registered Noteholder;

(iii) the date at which the names of every registered Noteholder is entered in respect of the Series 1 Notes standing in his

name;

(iv) the serial number of each Certificate and date of issue thereof, and

(v) the date on which such Series 1 Notes was transferred in accordance with these Conditions and the provisions of the

Trust Deed and the names of subsequent transferees and in the case of Series 1 Notes held in book-entry form, such

information above to be obtained by the Registrar from the CSCS at least one (1) Business Day prior to each Record

Date while the Series 1 Note is outstanding.



10. Change in Name and Address of Noteholders

Any change of name or address on the part of any Noteholder shall forthwith be notified to the Registrars and thereupon the

Register shall be altered accordingly. The Trustees and the Noteholders and any person duly authorised by such persons shall be

entitled at all reasonable times during office hours to inspect the Register and to make copies of or take extracts from the same.

11. Events of Default in respect of the Series 1 Notes

11.1. An Event of Default shall occur in respect of the Series 1 Notes:

11.1.1. if, otherwise than for the purposes of a reconstruction, amalgamation, reorganisation, merger or consolidation on

terms previously approved by the Trustee or by an Extraordinary Resolution of the Noteholders, an order is made or

a resolution is passed for the Winding-Up of the Issuer. If such an Event of Default occurs, the Trustees may,

subject as provided below, at their discretion, give notice to the Issuer that the Series 1 Notes are immediately

repayable at their Early Redemption Amount, plus accrued interest without further action or formality;

11.1.2. if default is made in the payment of principal due, or interest which has not been deferred or which is not to be

deferred in terms of sub-Condition 4.10, and which is due in respect of the Series 1 Notes and such default continues

for a period of fourteen (14) days, the Trustees may, subject as provided below, at their discretion and without

further notice, institute proceedings in the Federal Republic of Nigeria (but not elsewhere) for the winding-up of the

Issuer. Provided however that the Issuer shall not be in default if during the fourteen (14) days’ grace period, it

satisfies the Trustees that withheld amounts were not paid:

(i) in order to comply with any relevant fiscal law or any other law, regulation or order of any court of competent

jurisdiction impacting on the fulfillment of the payment obligations of the Issuer; or

(ii) in case of doubt as to the validity or applicability of any such law, regulation or order in accordance with advice

given with respect to validity or applicability of such law, regulation or order at any time during the fourteen (14)

days’ grace period by independent legal advisers, and

11.1.3. Breach of Other Obligations: the Issuer does not perform or comply with any one or more of its other obligations

under the Series 1 Trust Deed, which default has not been remedied for a period of thirty (30) days after the date on

which written notice of such default requiring the Issuer to remedy the same shall have been given to the Issuer by

the Trustees (except where such default is not, in the reasonable opinion of the Trustees after consultation with the

Issuer, capable of being remedied, in which case, no such notice as is mentioned above will be required).

12. Remedies

12.1. Without prejudice to Condition 11, if the Issuer fails to perform, observe or comply with any obligation, condition or

provision relating to the Notes binding on it under these Conditions (other than any obligation of the Issuer for the

payment of any principal or interest in respect of the Notes), if so resolved by an Extraordinary Resolution duly passed at a

meeting of Noteholders held in accordance with the provisions of this Series 1 Trust Deed, any Noteholder may, subject

as provided below, at its discretion and without further notice, institute such proceedings against the Issuer as it may think

fit to enforce such obligation, condition or provision, provided that the Issuer shall not as a consequence of such

proceedings be obliged to pay any sum or sums representing or measured by reference to principal or interest in respect of

such Notes sooner than the same would otherwise have been payable by it.

12.2. Subject to applicable laws, no remedy (including the exercise of any right of set-off or analogous event) other than those

provided for in Condition 11, or paragraph 12 (1) above or submitting a claim in the liquidation, winding-up or bankruptcy

of the Issuer will be available to the Noteholders.

13. Waiver of Right of Set-Off

Subject to applicable law, no Holder of a Series 1 Note certified by the CBN as forming part of the Issuer’s regulatory capital,

may exercise, claim or plead any right of set-off, counter-claim or retention in respect of any amount owed to it by the Issuer

arising under or in connection with the Notes and each Noteholder shall, by virtue of being the holder of any Note, be deemed

to have waived all such rights of such set-off, counterclaim or retention. Notwithstanding, the preceding sentence, if any of the

rights and claims of any Noteholder are discharged by set-off, such Noteholder will immediately pay an amount equal to the

amount of such discharge to the Issuer, or if applicable, the liquidator or trustee or receiver in insolvency of the Issuer as the

case may be, and until such time as payment is made, will hold a sum equal to such amount in trust for the Issuer or, if

applicable, the liquidator or trustee or receiver.

14. Rights against Predecessors-in-Title

Except as required by law, the Issuer will recognise the registered holder of any Note as the absolute owner thereof and shall not

be bound to take notice or see to the execution of any trust whether express, implied or constructive to which any Note may be

subject, and the receipt of such registered Noteholder, or in the case of joint registered Noteholders the receipt of any of them,

of the interest from time to time accruing due for any other monies available in respect thereof shall be a good discharge to the

Issuer notwithstanding any notice it may have whether express or otherwise of the right, title, interest or claim of any other



person to or in such Note interest or monies. No notice of any trust express or constructive shall be entered on the Register in

respect of any Notice.

15. Exclusion of Equities

Every Noteholder will be recognised by the Issuer as entitled to his Series 1 Notes free from any equity, set-off or cross-claim on

the part of the Issuer against the original or any intermediate holder of the Series 1 Notes.

16. Formalities free of charge

Registration of transfer of Series 1 Notes will be effected without charge by the Registrar on behalf of the Issuer but upon

payment (or the giving of such indemnity as the Issuer may reasonably require) in respect of any tax or other governmental

charges which may be imposed in relation to such transfer.

17. Refusal to register transfers

17.1. Subject to the provisions of the Trust Deed and rules and regulations of the SEC, the Registrar may refuse to register

any transfer of Series 1 Notes where applicable legislation permits or requires the Issuer to do so.

17.2. Where registration of a transfer of Series 1 Notes is refused under Condition 17.1, the Registrar shall give written notice

of the refusal and the precise reasons for the refusal to the party lodging the transfer, if any, within five (5) Business

Days after the date on which the transfer was lodged. The failure to give such a notice will not invalidate the decision

not to register.

18. Retention of Transfer Forms

All Forms of Transfer which shall be registered will be retained by the Registrars as agent of the Trustees, until all the units of

each of the outstanding Series 1 Notes shall have been redeemed and de-listed.

19. Powers of Attorney

Any power of attorney granted by a Series 1 Noteholder empowering the donee to deal with, or transfer the Series 1 Notes,

which is lodged, produced or exhibited to the Registrar will be deemed to continue and remain in full force and effect as

between the Issuer, the Trustees, the Registrar and the grantor of that power, and may be acted on, until express notice in

writing that it has been revoked or notice of the death of the grantor has been received by the Registrar.

20. Suspension of Registration

The registration of any transfer may be suspended at such times and for such period as the Issuer may determine, provided that

such registration shall not be suspended for more than ten (10) Business Days in any one year.

21. Death of Series 1 Noteholder(s)

In case of the death of a registered Series 1 Noteholder, the survivors or survivor (where the deceased was a joint holder), and

the executors or administrators, of the deceased (where he was a sole or only surviving holder), shall be the only persons

recognised by the Issuer as having any title to such Series 1 Notes.

22. Transmission

Any person becoming entitled to Series 1 Notes in consequence of the death or bankruptcy of the holder of such Series 1 Notes

may upon producing such evidence that he holds the position in respect of which he proposes to act under this Condition or of

his title as the Issuer shall require be registered himself as the holder of such Series 1 Notes or, subject to the preceding

Conditions as to transfer, may transfer such Series 1 Notes. The Issuer shall be at liberty to retain any amount payable upon the

Series 1 Notes to which any person is so entitled until such person shall be registered as aforesaid or shall duly transfer the Series

1 Notes.

23. Payment of Interest, etc.

23.1. Any principal, interest or other monies payable on or in respect of any Series 1 Notes may be paid up by the Registrar by

electronic transfer through a Bank, or by cheque or warrant sent through recorded delivery post to the registered

address of the holder or person entitled thereto, or in the case of joint holders to the registered address of one of the

joint holders who is first named on the register in respect of such Series 1 Notes, or to such person and to such address

as the holder or holders may in writing direct.

23.2. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to such other

person or persons as the holder or in the case of joint holders all such joint holders may in writing direct and payment of

the cheque or warrant shall be a satisfaction of the monies represented thereby. Every such cheque or warrant shall be

sent at the risk of the person entitled to the monies represented thereby.

24. Receipt of Joint Holders

If several persons are entered in the Register as joint-holders of any Series 1 Notes then without prejudice to the last preceding

condition the receipt by any one of such persons of any interest or other monies payable on or in respect of the Series 1 Notes



shall be as effective a discharge to the Issuer as if the person signing such receipt were the sole registered holder of those Series 1

Notes.

25. Replacement of Certificate

If any Certificate issued pursuant to these Conditions be defaced, lost or destroyed, it may be replaced upon such terms as to

evidence and indemnity as the Issuer and Trustees may deem adequate and, in the case of defacement, on delivery of the old

Certificate to the Registrar. The old Certificate shall be cancelled together with the entry in the Register relating to such

Certificate and an entry as to the issue of the new Certificate and indemnity (if any) shall be made in the Register.

26. Notices

26.1. Any notice may be given by the Issuer or by the Trustees to any Series 1 Noteholder by licensed courier or by sending

same through the post in a prepaid letter addressed to such Series 1 Noteholder at the address appearing on the Register

of Series 1 Noteholders, and when deemed expedient so to do any such notice may be communicated to any Series 1

Noteholder by advertisement in two widely circulated national newspapers.

26.2. Any notice, or other communication may be given to the Trustees hereunder by sending same by hand or through the

post in a prepaid letter addressed to the Trustees at any of their offices in Nigeria.

26.3. Any notice, or other communication may be given to the Issuer by sending same by hand or through the post in a

prepaid letter addressed to the Issuer at any of its registered office in Nigeria.


USE OF PROCEEDS

UBA Plc plans to expand its operations significantly over the next few years in both its retail and corporate business units. The

Bank intends to fund its risk assets at attractive lending rates. The net proceeds after the deduction of the costs and expenses of the

Issue, which are estimated at N1,074,088,125 representing 3.52% of the gross Issue proceeds be utilized as follows:

(i) Increase the Bank’s Tier II Capital which in turn would improve the Bank’s capital adequacy, in line with the guidelines of

Basel II. To achieve this objective, the Conditions of issue must satisfy the requirements of the CBN such as tenor and

subordination provisions; and,

(ii) Fund the Bank’s long-term investments and financing activities such as:

Proceeds Utilization Amount (N) % of

Proceeds Estimated Completion Time

Corporate segment term

loans and project finance 17,625,911,875 57.8%

Within 12 months of receipt of

proceeds

Commercial segment term

loans 6,600,000,000 21.6%

Within 12 months of receipt of

proceeds

Retail loans 5,200,000,000 17.0% Within 12 months of receipt of

proceeds

Cost of Issue 540,338,125 1.77% To be paid immediately after

close of offer

Underwriting fee 533,750,000 1.75% To be paid immediately after

close of offer

Total 30,500,000,000 100%


EXTRACT FROM THE ISSUE RATING REPORT

UBA SUBORDINATED UNSECURED NOTES (SERIES 1) - SUPPLEMENTARY PROSPECTUS

21

APPENDIX 1: PROCEDURE FOR APPLICATION AND ALLOTMENT

1. Application

The general investing public is hereby invited to apply for the Notes through any of the Receiving Agents listed in the

Supplementary Shelf Prospectus.

1.1. Application for the Notes now being offered must be made in accordance with the instructions set out on the

back of the Application Form. Care must be taken to follow these instructions, as applications which do not

comply will be rejected.

1.2. The Application List for the Notes now being offered opens on 30th December 2014 and will close on 30th

December 2014. Applications must be for a minimum of 25,000 registered Notes of N1,000 each, representing

an aggregate value of N25,000,000.00 and in integral multiples of 5,000 registered Notes thereafter,

representing an aggregate value of N5,000,000. The number of registered Notes for which application is made

and the value of the cheque or bankdraft attached should be entered in the space provided in the attached

Application form.

1.3. The subscription currency for the Issue is the Nigerian Naira (N). Foreign currency subscriptions will be

processed at the applicable foreign exchange rate determined at the auction at the CBN as conducted from

time to time.

1.4. The applicant should make only one application, whether in his own name, or in the name of a nominee.

Multiple or suspected multiple applications will be rejected.

1.5. Applicants should complete the Application Form as appropriate. A corporate applicant should affix its seal in

the box provided for this purpose and state its incorporation (RC) Number or in the case of a corporate

foreign subscriber, its appropriate identification number in the jurisdiction in which it is constituted.

1.6. All applicants are required to indicate their bank account details in the space provided on the Application Form

for the purposes of Coupon and principal e-payments.

1.7. Each duly completed Application should be forwarded ONLY to one of the Receiving Agents listed in this

Supplementary Shelf Prospectus, together with the cheques or bank draft for the aggregate value of Notes

being subscribed, crossed “UBA Series 1 Notes Due 2021” and made payable to the Receiving Agent to which

the application is addressed. All bank commissions and transfer charges must be prepaid by the applicant. All

cheques and bank drafts will be presented upon receipt and all applications in respect of which cheques or

bank drafts are returned unpaid will be rejected.

2. Allotment

UBA Plc and the Issuing Houses reserve the right to accept or reject any application in whole or in part for not

complying with the terms and conditions of the Issue. All irregular or suspected multiple applications will be rejected.

The allotment proposal will be subsequent to the clearance of the Commission.

Any investor who prefers the issue of the Notes in dematerialized form should specify the details of his/her

Stockbroking firm, CHN and CSCS account in the space provided on the Application Form. The CSCS account shall

be credited within 7(Seven) business days from the date of obtaining the approval of the Basis of Allotment from the

Commission while Certificates in respect of allotted Notes will be sent by registered post not later than 15(fifteen)

Business days from the Allotment date to investors who prefer certificates.

3. Application monies

All application monies will be retained in separate interest-yielding bank accounts with the Receiving Banks pending

allotment. If any application is not accepted, or is affected for fewer Notes, than the number applied for, a crossed

cheque for the full amount or the balance of the amount paid (as the case may be) plus interest will be returned by

registered post within 5(five) Business Days of allotment by the Registrar. Where monies are not sent within the

stipulated 5 Business Days, accrued interest will be paid to the affected applicants at the prevailing Monetary Policy

Rate plus a margin of 5% i.e. MPR+5%.


APPENDIX 2: APPLICATION FORM

LEAD ISSUING HOUSE

on behalf of

UNITED BANK FOR AFRICA PLC RC 2457

Offer for Subscription

Up to N45,000,000,000 SERIES 1: 7-Year 16.45%

FIXED RATE SUBORDINATED UNSECURED NOTES DUE 2021

ISSUED AT PAR AT N1,000 per UNIT

PAYABLE IN FULL ON APPLICATION

Orders must be made in accordance with the instructions set out in this Prospectus. Care must be taken to follow these instructions as applications that do not comply may be rejected. If you are in any doubt, please consult your Stockbroker, Accountant, Banker, Solicitor or any professional adviser for guidance.

Please complete all relevant sections of this Form USING BLOCK LETTERS WHERE APPLICABLE

PARTICIPANT STATUS (PLEASE TICK R) DATE (DD/MM/YYYY) CONTROL NO. (FOR REGISTRARS’ USE ONLY)

High Net worth Investors / / 2 0 1 4

Fund Managers

Pension Fund Administrators DECLARATION Insurance Companies

I/We hereby confirm that I am/we are qualified persons to participate in this Bond Issue in accordance with applicable SEC Rules and Regulations.

I/We authorise the Issuer to make the necessary changes in the Prospectus for filing of the Final Prospectus with the SEC without intimation to me/us and use this Commitment Form as the Application Form for the purpose of this Issue.

Investment/Unit Trusts

Multilateral/Bilateral Inst.

Market Makers I/We confirm that I/we have read the Prospectus dated 30th December2014 and that my/our Order(s) is/are made on the terms set therein

Staff Schemes I/We note that the Issuer and the Issuing Houses/Book Runners are entitled in their absolute discretion to accept or reject this Order.

Trustees/Custodians

Stock-broking Firms I/we hereby irrevocably undertake and confirm my/our Order(s) for the Bonds equivalent to my/our Participation Amount(s) set out below at the Coupon Rate to be discovered through the Book Building Process

Resident Corporate Investors I/We agree to accept the Participation Amount as may be allocated to me/us subject to the terms in this Prospectus

Non-Resident Investors

Hedge Funds

Banks I/We authorise you to enter my/our name on the Register of Holders as holders of the Bonds that may be allotted to me/us and to register my/our address as given below

PARTICIPANT DETAILS (INDIVIDUAL/CORPORATE/JOINT) (Please use one box for one alphabet leaving one box blank between first word and second)

Participants have to make orders on the Commitment Form and such orders shall not be considered as multiple applications. All orders must be for a minimum amount of N25 million (Twenty Five million Naira) and in multiples of N5 million thereafter.

ORDER

PARTICIPATION AMOUNT (minimum amount of N25 million and in multiples of N 5 million thereafter) COUPON RATE

IN FIGURES N

IN WORDS

SURNAME/CORPORATE NAME

PLEASE TURN OVER TO COMPLETE THIS FORM


Application List Opening Date

31st December 2014

Application List Closing Date

31st December 2014

RC444999

RC199528 RC1031358


FIRST NAME (FOR INDIVIDUALS ONLY) OTHER NAMES (FOR INDIVIDUALS ONLY)

JOINT APPLICANT’S FIRST NAME (IF APPLICABLE) OTHER NAMES (FOR JOINT APPLICANT ONLY)

CONTACT PERSON (FOR CORPORATE APPLICANT)/ NEXT OF KIN (FOR INDIVIDUAL APPLICANT)

ADDRESS IN FULL (PLEASE DO NOT REPEAT APPLICANT(S)’ NAME). POST BOX NO. ALONE IS NOT SUFFICIENT

TEL.

CITY

STATE

E-MAIL

ALLOTMENT PREFERENCE:

Please tick R in the box to indicate allotment preference – CERTIFICATE R/ ELECTRONIC (BOOK ENTRY) R

E-ALLOTMENT DETAILS (FOR BOOK-ENTRY ALLOTMENTS ONLY)

Please credit my/our CSCS Account as detailed below to the extent of the Bonds allotted:

PARTICIPANT’S CSCS ACCOUNT NO:

CHN (CLEARING HOUSE NUMBER):

NAME OF STOCKBROKING FIRM:

BANK DETAILS (FOR E-PAYMENTS)

BANK NAME BRANCH

ACCOUNT NO: CITY/STATE

SIGNATURES

SIGNATURES 2ND SIGNATURE (CORPORATE/JOINT) OFFICIAL SEAL/RC. NO.

NAME OF AUTHORISED SIGNATORY (Corporate only)

NAME OF AUTHORISED SIGNATORY (Corporate/Joint):

DESIGNATION (Corporate only): DESIGNATION (Corporate only):

STAMP OF SELLING GROUP MEMBER

(ISSUER/ISSUING HOUSES/STOCKBROKERS TO THE ISSUE/ PLACEMENT AGENTS ONLY)


APPENDIX 3: INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM

1. Applications should be made on the Application Form, or photocopies or electronic copies of the Application

Form.

2. The Application List for the Notes will be open to prospective investors for the duration specified in the

Prospectus.

3. Applications must be for a minimum of 25,000 registered Notes of N1,000 each, representing an

aggregate value of N25,000,000 and in integral multiples of 5,000 registered Notes thereafter,

representing an aggregate value of N5,000,000 each. The number of registered Notes for which

application is made and the value of bank draft or cheque attached should be entered in the space provided.

4. The subscription currency for the Issue is the Nigerian Naira (N).

5. The applicant should make only one application, whether in his own name or in the name of a nominee.

Multiple or suspected multiple applications will be rejected.

6. Applicants should complete the Application Form as appropriate. An application from a corporate body must

bear the corporate body’s common seal and its incorporation (RC) Number and be completed under the hand

of a duly authorised official or in the case of a corporate foreign subscriber its appropriate identification

number in the jurisdiction in which it is constituted. Joint applicants must all sign the Application Form.

7. All applicants are required to indicate their bank account details in the space provided on the Application Form

to facilitate future e-payments of Interest and the Principal Amount.

8. Each duly completed Application should be forwarded ONLY to one of the Issuing Houses listed in this

Supplementary Shelf Prospectus, together with the cheque or bank draft for the aggregate value of Notes being

subscribed, crossed “UBA PLC SERIES 1 MEDIUM TERM NOTES DUE 2021” and made payable to the Issuing

House to which the application is addressed. All bank commissions and transfer charges must be prepaid by

the applicant. All cheques and bank drafts will be presented upon receipt and all applications in respect of

which cheques or bank drafts are returned unpaid will be rejected.

9. The Receiving Banks will issue Certificates of Capital Importation (“CCIs”) to foreign currency subscribers.

CCIs are required to enable subsequent repatriation, in a freely convertible currency, of the Interest from or

proceeds of any future sale of the Notes acquired in this Issue.

Application Form


FIXED RATE SUBORDINATED UNSECURED NOTES-SERIES 1

f r s u n d u n345 m t n p payable in full on application€¦ · uba subordinated unsecured notes...

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