fer 13-15 abridged particulars of the prospectus 20,000,000 units · 2017. 2. 17. · this abridged...
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THIS DOCUMENT IS IMPORTANT AND SHOULD BE CAREFULLY READ AND UNDERSTOOD BY PROSPECTIVE INVESTORS. IF YOU ARE IN
ANY DOUBT AS TO THE CONTENTS OF THE PROSPECTUS OR THE ACTION TO TAKE, PLEASE, CONSULT YOUR FINANCIAL ADVISER,
SOLICITOR, ACCOUNTANT, TAX CONSULTANT, BANK MANAGER OR ANY OTHER PROFESSIONAL ADVISER FOR GUIDANCE
IMMEDIATELY. THIS PROSPECTUS HAS BEEN SEEN AND APPROVED BY THE DIRECTORS OF FIRST ALLY ASSET MANAGEMENT LIMITED AND
THEY JOINTLY AND INDIVIDUALLY ACCEPT FULL RESPONSIBILITY FOR THE ACCURACY OF ALL INFORMATION GIVEN AND CONFIRM
THAT, AFTER HAVING MADE ALL ENQUIRIES 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 MISLEADING.
The rental yield on real estate portfolio held by the REIT is not equivalent to the yield of the units and the value of real estate may
fluctuate.
“FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, PLEASE REFER TO “RISK
FACTORS” ON PAGES 13-15
Abridged Particulars of the Prospectus
(Authorised and Registered in Nigeria as a Real Estate Investment Trust Scheme)
Offer for Subscription Of
20,000,000 Units
of N1,000 each at par Payable in full on Application
Fund Manager
Fund Sponsor Trustee Custodian
Lead Issuing House and Financial Adviser
Joint Issuing Houses
Application List Opens: Wednesday, February 1, 2017
Application List Closes: Friday, March 10, 2017 A copy of this Abridged Prospectus and the documents specified herein have been approved by the Trustees and delivered to the Securities and Exchange Commission (“SEC” or
“the Commission”) for clearance and registration.
This Abridged Prospectus is being issued in compliance with the provisions of the Investments and Securities Act 2007 and 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 Initial Public Offering of 20,000,000 Units in
the Top Services Limited Real Estate Investment Trust (“The REIT”) by First Ally Capital Limited, Cowry Asset Management Limited, Futureview Financial Services Limited and Greenwich
Trust Limited. The REIT has been authorised and registered by SEC as a Unit Trust Scheme.
The Directors of the Fund Manager individually and collectively accept full responsibility for the accuracy of the information contained in this Abridged 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.
This Abridged Prospectus is dated January 19, 2017
RC: 1204564
RC: 268444 RC: 322271 RC:125097
RC: 1191465
Cowry Asset Management Limited
RC: 617327
Futureview Financial Services Limited
Greenwich Trust Limited
RC: 217005 RC: 189502
2
TSL REIT
SUMMARY OF THE OFFER
Fund Manager: First Ally Asset Management Limited
Financial Adviser/Lead Issuing House: First Ally Capital Limited
Joint Issuing Houses: Cowry Asset Management Limited
Futureview Financial Services Limited
Greenwich Trust Limited
Trustee: ARM Trustees Limited
Solicitors to the Transaction: Udo Udoma & Belo-Osagie
Reporting Accountants: Pedabo Audit Services
Rating Agent: Agusto & Co
Custodian: Stanbic IBTC Bank Plc (Custodial Services - Stanbic
Nominees Limited)
Registrar: United Securities Limited
Stockbrokers to the Issue and Market Maker: FSDH Stockbrokers Limited
Type of Offer: Equity REIT
The Offer: The Offer is of 20,000,000units in the Top Services Limited
Real Estate Investment Trust (TSL REIT), at an issue Price of
N1,000.00 per unit
Offer Size: N20,000,000,000.00 (Twenty Billion Naira Only)
Minimum Subscription: 1,000 units and multiples of 500 units thereafter
Offer Price: N1,000.00 per Unit
Payment Terms: In full on Application
Nature and Objectives of the Fund: Constituted under a Trust Deed, the Top Services Limited
Real Estate Investment Trust (TSL REIT) is a close ended Real
Estate Investment Fund that aims to provide Investors:
with regular and stable income and,
sustainable long-term growth in dividend payment
and Net Asset Value (“NAV”) per unit.
The REIT will invest in a portfolio of high-quality retail malls
that are already generating income and money market
instruments
Investment Strategy: The Strategy for the REIT is to invest in a portfolio of Real
Estate assets that have attractive investment
fundamentals in terms of prime location, architectural
designs, diversified tenant base, stable tenant profiles and
long (and properly structured) leases.
3
TSL REIT
SUMMARY OF THE OFFER
The Fund Manager has identified 4 suitable retail malls in
South Western Nigeria. The properties identified will meet
strict criteria of delivering regular returns as well as offering
the opportunity for moderate to high capital growth.
Mandatory Investment by TSL: The Sponsor shall hold up to 30% of the REIT while the
balance will be held by the investing public.
Rating: The TSL REIT has been assigned a “Bbb” rating by Agusto
and Co Limited
Oversubscription: In the event of oversubscription, the REIT will take up
additional 15% of the excess monies as provided in the SEC
Rules, subject to prior registration with SEC of the additional
units to which the excess subscription will be applied.
Undersubscription: In the event of undersubscription (above 50% but below
100%), the REIT will purchase the Adeniran Ogunsanya Mall
and the Cocoa Mall, followed by the Akure Mall, and the
Apapa Mall, subject to availability.
Forecast Offer Statistics:
(Extracted from the
Reporting Accountants
Report)
Distributions: A minimum of 97.5% of the net income earned in any
financial year will be distributed to Unit holders at the end
of every financial year
Status: The units qualify as securities in which Pension Fund Assets
can be invested under the Pension Reform Act, 2014 and
securities in which Trustee may invest under the Trustees
Investments Act, Cap T22, Laws of the Federation of
Nigeria 2004.
Opening Date: Wednesday, February 1, 2017
Closing Date: Friday, March 10, 2017
Year Ending 31st
December
2017
N’m
2018
N’m
2019
N’m
2020
N’m
2021
N’m
Open Net Asset
Value 19,588 19,137 18,685 18,234 17,783
Total Income 2,187 2,507 2,793 3,118 3,487
Total Expenses 732 725 732 725 732
Net Asset Value
at year end 19,173 18,766 18,367 17,975 17,593
Earnings Yield
(%) 9.55 11.44 13.17 15.27 17.65
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TSL REIT
Corporate Directory of the Fund Manager
Fund Manager
First Ally Asset Management Limited
7th Floor, Architects’ Place
2, Idowu Taylor Street
Victoria Island
Lagos
Tel: [email protected]
Website: www.first-allyasset.com
Principal Officers
Mr. Winston Osuchukwu
Mr. Ayodeji Ogunleye
Ms Janet Agun
Mrs Efe Ogunnaiya
Company Secretary
Titi Savage
7th Floor, Architects’ Place
2, Idowu Taylor Street
Victoria Island
Lagos
Directors
Mr Abiodun Arokodare (Chairman) Mr. Ebenezer Olufowose
7th Floor, Architects’ Place 7th Floor, Architects’ Place
2, Idowu Taylor Street 2, Idowu Taylor Street
Victoria Island Victoria Island
Lagos Lagos
Mr. Obeahon Ohiwerei Mr. Ken Aghoghovbia
7th Floor, Architects’ Place 7th Floor, Architects’ Place
2, Idowu Taylor Street 2, Idowu Taylor Street
Victoria Island Victoria Island
Lagos Lagos
Mr Kyari Bukar Mr Winston Osuchukwu
7th Floor, Architects’ Place 7th Floor, Architects’ Place
2, Idowu Taylor Street 2, Idowu Taylor Street
Victoria Island Victoria Island
Lagos Lagos
Investment Committee Members
Mr Winston Osuchukwu
Chief Tokunbo Omisore
Mrs Folashade Adeloye
Ms Melissa Cook (Independent)
Financial Summary
See Page 59.
5
TSL REIT
Professional Parties to the Offer
Sponsor Top Services Limited
63b, Marine Road
Apapa
Lagos
Directors of Sponsor Chief Tokunbo Omisore
Ms Oyinkan Kokoricha
Company Secretary of the Sponsor Babatunde Osikoya & Co.
1st Floor, Lambe House
20, Igbasan Street
Opebi, Lagos
Financial Adviser and Lead Issuing House First Ally Capital Limited
7th Floor, Architects’ Place
2, Idowu Taylor Street
Victoria Island
Lagos
Joint Issuing Houses Cowry Asset Management Limited
Plot 1319, Karimu Kotun Street
Victoria Island
Lagos
Futureview Financial Services Limited
Futureview Plaza
Plot 22, Oju-Ologbon Close
Off Idejo Street
Victoria Island
Lagos
Greenwich Trust Limited
1698a Oyin Jolayemi Street
Victoria Island
Lagos
Trustee ARM Trustees Limited
1, Mekuwen Road
Off Oyinkan Abayomi Drive
Ikoyi
Lagos
Solicitors to the Transaction Udo Udoma & Belo-Osagie
St Nicholas House (10th and 13th Floors)
Catholic Mission Street
Lagos Island
Lagos
Custodian Stanbic IBTC Bank Plc (Stanbic Nominees Limited)
I.B.T.C. Place
Walter Carrington Crescent
Victoria Island
Lagos
6
TSL REIT
Professional Parties to the Offer
Reporting Accountant Pedabo Audit Services
67, Norman Williams Street
Off Keffi Street
Ikoyi
Lagos
Rating Agency Agusto & Co
5th Floor
UBA House
57, Marina
Lagos
Stockbroker to the Issue and Market Maker: FSDH Securities Limited
UAC House (8th Floor)
1/5, Odunlami Street
Marina
Lagos
Estate Valuer Jide Taiwo & Co
Plot 136, Sinari Daranijo Street
Victoria Island
Lagos.
Property Manager Tunji Ologbon Partnership
11, Atinuke Olobanji Street
Off John Olugbo Street
Ikeja
Lagos
Registrar United Securities Limited
Amodu Ojikutu Street
Off Bishop Oluwole
Victoria Island
Lagos.
Receiving Banker Access Bank Plc
999c, Danmole Street
Victoria Island
Lagos
7
TSL REIT
The TSL REIT
1. Introduction
The TSL REIT is registered in Nigeria as a Collective Investment Scheme under Section 160 of the ISA.
The REIT is constituted under a Trust Deed with ARM Trustees Limited as Trustee. The TSL REIT is a close-
ended scheme that aims to achieve long term capital appreciation of assets by investing in a
portfolio of high-quality retail commercial real estate assets that produce above market yields. The
units of the REIT will be quoted on the main board of the Nigerian Stock Exchange (NSE).
The REIT will focus investment activities on, and use the proceeds of this offering principally, for the
acquisition of a diverse portfolio of existing retail-focused commercial properties, located in the
South West of Nigeria. The operations and performance of the Fund would be duly monitored by the
Investment Committee.
The portfolio of assets of the TSL REIT consists of retail-focused malls in various locations within the
South West of Nigeria. The properties currently identified have a net lettable area of 36,000 square
meters and average occupancy rates of over 80%.
The tenant profile of the properties consists of international and local retailers. The diversity in client
base and the long term rental/lease agreements mitigate against high vacancy rate and assures of
consistent income for the REIT and distribution to investors.
The TSL REIT presents an opportunity for discerning investors to balance their investment portfolio by
investing in a counter cyclical cashflow that is hedged against inflation, and to partake in stable and
consistent stream of Real Estate income which a REIT provides, as over 90% of income is distributed
annually. The REIT also allows for capital appreciation.
The following sets out the summary of the key features of the Offer:
The Offer: The Offer which is the subject of this Prospectus, is an Offer
of 20,000,000 units in the TSL REIT, at an issue Price of
N1,000.00 per unit
Type of Offer: Equity REIT
Insurance: In compliance with the SEC rules and regulations no 524,
the assets of the REIT highlighted in the Prospectus shall be
insured against losses. The insurance classes with regard to
the assets include fire policy, public liability insurance and
Business Interruption risk due to damage by flood, fire and
windstorm which would lead to loss of income for the
period during which the property is undergoing repairs.
Forecast Statement of Distribution: Forecast cash on cash distributions after fees are paid to
all professional parties 9.55% in the FY 2017, 11.44% in FY
2018, 13.17% in FY 2019, 15.27% in FY 2020, 17.65% in FY 2021
for investors under this Prospectus.
Mandatory Investment by TSL: The Sponsor shall hold up to 30% of the REIT while the
balance will be held by the investing public.
Ownership Structure: Title for the Adeniran Ogunsanya Mall, Surulere, Apapa
Mall Cocoa Mall Ibadan and Akure Mall is held 100% by
the Fund Sponsor.
As consideration for the Lease/concession agreements,
granted the Sponsor, an annual payment of 30% of the
gross annual rental income is paid to the Sub-Lessors
8
TSL REIT
The TSL REIT
(Wemabod and Odu’a Group) for the Apapa and Cocoa
Malls respectively, while 25% is paid to Ondo State
Government (ODSG) in the first 25 years and 30% over the
last 5 years of the Lease.
Use of Proceeds: The proceeds of the REIT will be applied as consideration
for the purchase of the Initial Assets of the REIT from the
Sponsor.
The Sponsor will receive a combination of Units equivalent
to 30% on allotment and cash payment for the balance. A
portion of the proceeds will be paid to the banks in
settlement of the Sponsor’s outstanding obligations to
them, as shown below;
N’M N’M
Offer Size 20,000
Value of REIT
Property 16,200
Offer Cost 412
Other Investible
Funds 3,388
Net
Proceeds 19,588
19,588
N’M Consideration: N’M
Purchase of
Malls 16,200
Cash to Banks* 3,177
Other
Investible
Funds
3,388
Cash to Property
Owners 7,023
Maximum Value
of Units to TSL 6,000
Other Investible
Fund 3,388
Total 19,588 19,588
*The Sponsor is indebted to First Bank and Wema Bank and a part of the receipt from
the sale of the properties would be used to liquidate the indebtedness. The balance
stated above was as at July 31, 2016. A portion of the loans obtained by the Sponsor
was denominated in dollars (used for the importation of some mall fittings), of which the
outstanding balance as at July 31,2016 was $8.97million, converted @ N321.16/$1.
Actual conversion rate to be determined on repayment date and payable from
proceeds due to TSL.
The Sub-Lessors (Wemabod Estates Limited, Odu’a
Investment Limited, Ondo State Government) have the
option of selling all or a portion of their stake in the real
estate properties to the REIT. Consideration for this sale
may be granted either in cash or units in the investment
Trust.
Capital Growth: The properties were selected with an aim to achieve
capital growth over the longer term from the underlying
rental growth and active management of the assets.
Fees and Other Costs: The Fund Manager and other professional parties are
entitled to be paid certain fees and to be reimbursed for
expenses incurred in connection with the REIT. For
information on all fees and expenses please refer to page
42 of this Prospectus
9
TSL REIT
The TSL REIT
Risks: The risks of investing in the REIT have been outlined on
pages 13 to 15 of this Prospectus. The key risks which are
specific to an investment in this REIT are summarized as
follows:
Performance of the Fund Manager
Risk related to the assets
Taxation: REITs are considered to be pass-through vehicles, once it
distributes at least 90% of the income.
The TSL REIT proposes to distribute 97.5% of its income and
It is expected that income of this REIT may not be subject
to taxation.
However, REIT Income to investors may be subject to
withholding tax but as franked investments, it is not subject
to further tax once it is in the hands of investors.
2. Investment Objectives
The investment objective of the REIT is to provide investors with regular and stable income with
sustainable growth, liquidity and capital growth per unit in a Real Estate investment. It aims to
achieve long-term appreciation of its assets and maximize returns on capital employed.
The Fund Manager shall seek to maintain a balance between realized income and capital growth
to ensure regular income and continuous appreciation in asset values while ensuring optimal safety
of assets and adequate liquidity to meet the REIT‘s obligation as they fall due.
The Fund seeks to maximize returns to investors from Real Estate income sources and limit the risks of
volatility through investment in various real estate classes. Investment in the REIT portfolio is expected
to result in higher yields to investors at minimum risks and affords investors opportunity to enjoy returns
from multiple retail focused commercial properties. The proactive management of the REIT portfolio
by the Fund Manager and active trading of the stock on the floor of the Nigerian Stock Exchange
(NSE) will ensure a sustained growth of the unit value of the Stock and returns to unit holders.
3. Investment Policy
To achieve the objectives of the REIT, the Fund Manager shall adopt and maintain an investment
policy that is designed to ensure a steady return on capital and capital gains. Subject to the terms
and conditions hereinafter contained and in accordance with the regulatory framework of SEC, the
REIT‘s investment policy shall be to build up a balanced portfolio of authorized investments consistent
with the objectives of the REIT.
Target investments for the TSL REIT shall be retail focused commercial property. The Fund Manager is
not limited to specific geographic in Nigeria where it may purchase compliant assets.
i. No Off-Plan Property Investment: The REIT will only be used to invest in identified retail
properties that are fully built, operational and have signed long term rental/lease
agreements with appropriate tenants.
ii. Joint Venture/Co-Ownership: The REIT will invest in property through a Joint Venture or
with Co-Owners for various assets where appropriate.
iii. Buying and selling Properties: The REIT will buy, hold and sell core assets with each
investment action subject to the REIT‘s stringent standards and Investment Guidelines as
well as provisions of the SEC rules.
10
TSL REIT
The TSL REIT
When making an acquisition, the Fund Manager will emphasize the performance and
risk characteristics of that individual investment and how that investment will fit into the
REIT’s portfolio-level performance objectives and the return and risks of available
investment alternatives.
The Fund Manager generally intends to hold the core properties throughout the life of
the Fund, which is anticipated as the optimal period to enable the REIT capitalize on the
potential for increased income and capital appreciation of properties. There may be
new investments made on other developed, occupied retail malls during the life of the
Fund.
iv. Other Investments: The Fund Manager will bring its professional expertise to bear in the
investment of earmarked REIT funds for other real estate assets, real estate related assets
and money market instruments for greater yield to investors.
4. Investment Outlet
The investment outlets through which this policy will be achieved shall be structured as follows:
Asset Classes % Allocated
Real Estate Assets Minimum of 75%
Real Estate Related Assets Maximum of 25%
Liquid Assets Maximum of 10%
The Fund Manager will diversify the REIT portfolio by property location, investment size and risk with
the goal of attaining a portfolio of income-producing properties that provide attractive and stable
returns to investors.
The Fund Manager in the course of managing the REIT has the liberty to invest in liquid real estate
related assets as it deems fit with the consent of the Trustee and the approval of the Investment
Committee. The Fund Manager also has the liberty to invest in other retail real estate assets, subject
to the approval of the Trustee and the Securities and Exchange Commission.
Property Type: The sole property types in which the REIT intends to invest in are already built
commercial retail focused properties, which have occupancy rates above 80% (in terms of lettable
area). This offer would invest primarily in 4 (four) neighborhood malls.
5. Investment Incentives
Unique investment incentive and benefit to investors in the TSL REIT are highlighted below:
Stable and regular income distribution from diversified portfolio of Real Estate and Real
Estate related assets;
Existing long term leases with tenants;
Diverse corporate tenant profile with staggered rental renewal periods which prevents mass
vacancy at any one period and provides stable and resilient portfolio performance;
Attractive valuation metrics with a portfolio that delivers stable and consistent returns to
investors;
Deposit of pre- executed agreements (Deed of Assignments, Deed of declaration of Trust -
DOT) with the Custodian by the Sponsor, prior to the offer;
Reduced transfer costs of the assets due to the DOT structure being adopted for the transfer
of the assets being acquired;
Diversification of investment portfolios thereby reducing risks;
The REIT will be managed by professionals with great care, top skill, prudence and diligence;
11
TSL REIT
The TSL REIT
Access to the experience of professionals of diverse skills and in depth knowledge in Real
Estate investment and operations that make up the Investment Committee;
The REIT is transparently structured and backed by reputable organizations including First Ally
Asset Management Limited, ARM Trustees Limited, Stanbic IBTC Bank Plc and FSDH Securities
Limited.
6. Investment Strategy
The Strategy for the REIT is to invest in a portfolio of Real Estate assets that have attractive investment
fundamentals in terms of prime location, architectural designs, diversified tenant base, stable tenant
profiles and long (and properly structured) leases.
The Fund Manager has identified 4 suitable retail malls in South Western Nigeria. The properties
identified will meet strict criteria of delivering regular returns as well as offering the opportunity for
moderate to high capital growth.
7. Investment Decisions
The Fund Manager will have substantial discretion with respect to the selection of specific
investments and the purchase and sale of liquid assets, subject to the approval of the Investment
Committee. The Investment Committee will review the investment policies at least quarterly to
determine whether the investment policies continue to be in the best interests of Unitholders.
8. Exit Strategy
Successful real estate investment requires the implementation of strategies that permit favorable
purchases, effective asset and property management and timely disposal of those assets. As such a
disciplined investment approach that combines the experiences of Real Estate professionals with a
structure that emphasizes thorough market research, and an extensive down-side analysis of the risks
of each investment has been put in place. Active management is critical to creating value in the
REIT. Thus a well-defined exit strategy for each liquid investment made by the REIT will be developed
by the Fund Manager, in response to the performance of the individual asset, market conditions and
overall portfolio objectives to determine the optimal time to sell the asset.
In view of the nature of this investment, the Investment Committee will ensure that the properties are
adequately maintained/upgraded in order to obtain maximum value at the end of the life of the
Fund.
9. Investment Approach
The Fund Manager will implement the following practices when considering an investment:
i. Proactive asset management and asset enhancement strategy: The Manager will
take an active role in managing and enhancing TSL REIT’s properties. The Manager’s
strategy for organic growth will be to actively optimise the tenant mix of TSL REIT’s
properties and to provide proactive property management services to tenants
while also undertaking periodic refurbishment of TSL REIT’s properties, as
appropriate.
Through active asset management, the Manager seeks to ensure that the interests
of all stakeholders, including tenants, shoppers and Unitholders, are protected while
keeping TSL REIT’s properties at the forefront of evolving retail mall trends and
relevant to the changing demands of consumers.
ii. Risk Management: Risk management is a fundamental principle in the construction
of portfolios and in the management of each investment. Diversification of portfolios
by property type and geographic location is critical to
12
TSL REIT
The TSL REIT
controlling risk. Operating performance risks arise at the investment level and often
require Real Estate operating experience to cure. The Fund Manager will
continuously review the operating performance of investments against projections
and provides the oversight necessary to detect and resolve issues as they arise. Also
the vast experience of members of the Investment Committee in Real estate will
help to combat envisaged risks.
The Fund Manager working alongside the Property Manager will ensure that the
mall is not untenanted at any point in time and ensure consistent distribution income
to unit holders. The Property Manager will be expected to establish a good human
relationship management with tenants in order to forestall unexpected vacancies
and to facilitate prompt renewal of tenancy agreements by tenants for longer
tenors.
iii. Asset Management: TSL REIT Investment Committee reviews asset business strategies
quarterly to anticipate changes or opportunities in the market during a given phase
of the market cycle. TSL REIT designed this process to allow for realistic yet aggressive
enhancement of value throughout the investment period.
The composition of the Investment Committee with members aggregating over 100
years professional experiences in the financial and Real Estate sector is an added
advantage to the TSL REIT in the assessment of viable liquid assets or other Real
Estate related investments for the REIT.
10. Investment Restrictions
The Fund shall invest in such instruments as are authorised by the SEC Rules and allowed under the
Trust Deed of the REIT. The Fund Manager shall not:
Carry out transactions that expose any part of the held assets to unlimited liabilities or results
in the said assets being unnecessarily encumbered.
Invest in any assets or securities that are not freely transferable.
Engage in any transaction that is against the interests of the Unitholders
11. Financing Policies
Equity, debt capital or a combination of both could be adopted by the REIT for the financing of REIT
operations (working capital) and investment strategies (upgrades, renovation, repairs etc), however
the consent of the Trustee would be obtained and the financing strategy must strictly abide with SEC
approved guidelines for borrowing at all times during the life of the REIT.
12. Borrowing Policies
SEC guidelines stipulate that borrowing shall not exceed 15% of the net asset value of the REIT. The
Fund manager therefore with the consent of the Trustee can borrow on behalf the Unitholders to
facilitate the attainment of REIT objectives where required.
13. Termination
The Fund Manager intends to hold the REIT‘s properties and other investments throughout the life of
the Fund which the Fund Manager believes will enable the REIT capitalize on the potential for
increased income and capital appreciation.
Economic and market conditions may influence the Fund Manager to hold the REIT investments for
different periods of time. The Fund Manager may sell an asset before the end of the expected
holding period if the Fund Manager believes that market conditions and property positioning have
maximized the asset‘s value or the sale of the asset would be in the best interests of the REIT‘s
Unitholders.
13
TSL REIT
The TSL REIT
The REIT‘s Trust Deed requires that the Fund Manager seek Unitholders approval and the approval of
the Commission, for the liquidation of the Trust. Liquidation would only be permitted if a majority of
the Unitholders determine that liquidation would be in their best interest, or if the SEC initiates the
wind up of the Trust, in line with the provisions of the ISA.
Where the Fund Manager seeks and fails to obtain Unitholders approval of the REIT‘s liquidation the
Fund Manager would continue to operate as before except the SEC gives a directive for the REIT to
be liquidated. Where the Fund Manager seeks and obtains Unitholders and the Commission’s
approval of the REIT‘s liquidation, the Fund Manager would begin an orderly sale of the REIT‘s
properties and other assets. The precise timing of such sales would take account of the prevailing
conditions in the Real Estate and financial markets.
14. Valuation of the Real Estate Assets
A valuation report of the REIT‘s Real Estate assets shall be conducted by a Real Estate Valuer
registered with SEC and appointed by the Fund Manager and filed with SEC every two years.
15. Valuation of the Securities of the REIT
Application has been made to the NSE to list the REIT on the Main Board, prices of the units will thus
be subsequently determined by the forces of demand and supply. The Fund Manager will conduct
a valuation of the REIT’s assets based on SEC‘s approved period and will subsequently inform the
market (Exchange, Unitholders and the Investing public) of the Net Asset Value of the REIT after the
valuation.
16. Risks and Mitigants
The potential risks associated with the REIT have been segmented into two broad classes. The first
category, Transaction Structure Risks, summarizes the risks inherent in the specific transaction
structure. The second class of risks, Generic Risks, has to do with the risks that are in a Real Estate
Investment Trust.
A. Transaction Structure Risks
i. Concentration Risk: The risk that rents falling due on the same dates could lead to the
mass vacancy if all or the anchor tenants vacated the property at the same time.
Mitigants: The Property Manager has staggered the rents so that rents do not fall due
on the same date to forestall vacancies occurring at the same time.
The Property manager would be abreast of lease terms and be proactive such that
new tenants are secured preferably for longer lease periods before existing tenants
leave or vacate a property. Lease exit notification period of about six months would be
considered for insertion in the lease agreements where applicable. The Property
Manager would maintain good relationships with tenants.
ii. Holding Beneficial Title Risk: These are the risks associated with the DOT Structure where
the legal title to the REIT properties remains with the Sponsor and not the Trustee.
Mitigants: The DOT structure strips the Sponsor of all rights to deal with the properties of
the Trust except as directed by the Trustee. In addition, all title documents to the
properties will be deposited with the Custodian to the REIT and all monies held by the
Trustee is held on behalf of the beneficiaries, who have a right to trace such monies to
the recipient.
iii. Performance Risk: The performance of the Fund is directly dependent on the decision
making abilities of the Fund Manager regarding assets selection and pricing.
14
TSL REIT
The TSL REIT
Mitigants: The tested and proven knowledge of the Fund Manager in the management
of Real Estate investment will help enhance the performance of the Fund. The
Investment Committee which oversees the activities of the Fund Manager is made up
of seasoned professionals with in-depth knowledge and experience in the business of
Real Estate in Nigeria and globally.
iv. Taxation Risk: Double incidence taxation:- first to the REIT and subsequently in the hands
of the investors in the REIT.
Mitigants: REITs are considered to be pass-through vehicles and it is expected that
income of REITs may not be subject to taxation. Effort is being made by the Commission
and capital market trade groups to liaise with the relevant government body on the
need to formally exempt REITs from taxation.
v. Structural Risk: From time to time the buildings that the REIT would invest in may be in
need of significant structural repairs. Whilst it is anticipated that the costs of such
structural repairs should not be significant, there is the potential reduction in income
from high levels of structural repairs costs.
Mitigants: The Project Manager will conduct an initial evaluation of the assets for any
structural defects and make repairs as necessary. Also, from time to time an evaluation
of the assets would be carried out and repairs made as necessary to forestall significant
damage to the properties.
vi. Property Vacancy Risk: Whilst the Property Manager will employ strategies aimed at
ensuring the mall retains the stated minimum 80% occupancy, there exists the risk that
the tenancy rate may fall short of this threshold.
Mitigants: The Project Manager will stay up to date on tenancy expiry periods and take
proactive steps towards securing new tenants in the event existing tenants decide to
vacate their shops.
vii. Regulatory Risk: There is the risk that though the Fund is fully compliant with regulatory
matters on commencement, changes in legislation regarding property and tax matters
can result in reduced returns to investors
Mitigants: The Fund manager will be encouraged to relate actively with relevant
decision making bodies in the country so as to contribute positively for the origination
of policies that will benefit the growth of the market and Nigerian economy. They will
also pay attention to ensure that the Fund remains fully compliant with the relevant
rules as may be set by the regulatory authorities.
viii. Transfer of Property Risk: This is the risk that the properties will not be transferred to the
REIT after the disbursement of funds.
Mitigants: The Sponsor has deposited unsigned Deed of release with the Custodian prior
to the Offer. These would be executed the day after SEC approval of Allotment before
disbursement of funds to the Banks and minority shareholders. Also, the Banks would
execute undertakings to release the encumbered properties as well as execute deeds
of release upon receipt of funds. The Sponsor has also pre-signed and deposited the
deed of declaration of trust, and other relevant agreements with respect to the
properties to be acquired from it.
ix. Risk that subsisting or future obligations of the Sponsor under the title documents and the
lease/concession agreements will be transferred to the TSL REIT.
Mitigants: The Sponsor has covenanted under the Deed of Assignment of Receivables
and the Declaration of Trust that it will continue to retain the liabilities and perform any
15
TSL REIT
The TSL REIT
present and future obligations which may arise in relation to any of the malls pursuant
to the underlying title documents and any other contract which affects the ownership,
management and operation of the malls.
B. Generic Risks
i. Market Risk: There may be a loss of capital as a result of adverse changes in either
domestic or international economic conditions. This could be caused by factors that
include inflation, interest rate and other fiscal policies.
Mitigants: The inflationary effects on the REIT are muted due to the fact that Incomes
from the properties are linked to the dollar. Other adverse effect of changes in market
conditions on the REIT will be well managed with expertise and track record of the Fund
Manager, Property Manager and members of the Investment Committee.
ii. Demand/ Supply Risk: The forces of demand and supply may not be easily determined
in the Real Estate industry. There is a risk of the units of the REITs not being liquid and
tradable.
Mitigants: The Fund is investing in retail commercial real estate. The properties to be
purchased are neighbourhood malls within the South-Western Parts of the Country, with
current collective occupancy rates of over 80%. The rentals in these malls are lower
than some comparable malls, which increases the likelihood of it being fully occupied.
The REIT will be listed on the floor of the NSE to facilitate liquidity of the units.
iii. Property Risk: Properties could be affected by hazardous occurrences such as fire,
flood, windstorm etc
Mitigants: The properties are insured against the identified risks.
The insurance companies are obliged to indemnify, by repairing the damaged
property and bringing it up to its original state within one year. The policy also covers
business loss that could occur as a result of the non- operation of business on the
premises within the repair period.
iv. Political Risk: Political risk refers to the impact political occurrences or changes in
Government policies could have on Real Estate and Real Estate investments.
Mitigants: The efforts of the Federal government to make Nigeria an attractive
investment destination has engendered various investment mechanisms which has
opened up opportunities for foreign investment and has led to prediction of Nigeria
being the next investment hub.
Various strategies to curtail the unrest and insurgencies in the North that could
discourage foreign investment in Nigeria or create an unstable economy is also being
put in place by the Federal Government.
The Fund Manager will maintain a balanced Real Estate portfolio diversification with
regards to asset type, location and tenant base so as to curtail policy shocks.
17. The Investment Committee
The Investment Committee is formally constituted as the oversight / highest investment decision
making body of the REIT. The terms of reference and Investment Guidelines are approved by the
Trustee. The investment Committee shall be constituted by the Fund Manager and shall consist of a
maximum of nine (9) members: Two (2) member shall represent the Fund Manager, one member
shall represent the Fund Sponsor, one (1) member shall represent the Trustee, while other individuals
acting as independent members will be appointed.
16
TSL REIT
The TSL REIT
The Investment Committee is made up of a team of professionals with vast experience in Portfolio
management, real estate consulting and finance in Nigeria and abroad. The Investment Committee
members aggregate over 100 years professional experience in Investments and Real estate. The
profile of the investment committee members are as follows:
A. Member profiles
i. Winston Osuchukwu
Mr Osuchukwu is the pioneer Managing Director/CEO of First Ally Asset Management Limited. He
joined First Ally from Legacy Investment and Management Company (“Legacy”), where he was
Director of Investments. Prior to joining Legacy, Winston was a Group Head at Ecobank
Transnational Incorporated, a PanAfrican enterprise with US$200 Million Assets Under Management
as of 2011.
In addition to his group responsibilities, Winston spearheaded Ecobank’s acquisition of Oceanic Bank
Plc in 2011. Winston was also the Managing Director at Access Investments & Securities Limitedand
Head of Wealth Management with Afrinvest (West Africa) in Nigeria. Prior to returning to Africa, He
held positions with Lehman Brothers, JP Morgan Chase and Morgan Stanley in the United States.
He holds an MBA from Southern Methodist University in Dallas, Texas (2002) and BBA in Finance from
the University of Houston (1998).
ii. Chief Tokunbo Omisore
Chief Omisore has been a practicing architect in the U.K and Nigeria for over 35 years. He began his
career in Nigeria in 1978 with Aderele Omisore Adebanjo & Associates, Nigeria before joining Eric
Askew & Partners in the United Kingdom in 1979.
Upon his return to Nigeria in 1981, Chief Omisore worked with International Consulting Architects,
Nigeria, who amongst others over saw the construction of Ashakun House in Broad Street Marina as
well as other private luxury flats, commercial properties, warehouses and government
developments.
In 1984, he founded Tokunbo Omisore & Associates, the company that was instrumental in the design
and rollout of Mr. Biggs restaurants nationwide. TOP Services Limited was founded in 1996 to develop
projects in the hospitality and retail space.
Chief Omisore is a Fellow at the Nigerian Institute of Architects and a chartered member of the Royal
Institute of Architects. He was the Assistant Secretary to the Nigerian Institute of Architects between
1987 and 1991, as well as Secretary to the NIA Education Board in 1991. He served as the Secretary
General of the African Union of Architects (a Union of forty member countries) between 2005 till 2011,
subsequent to which he became the President of the African Union of Architects (AUA), until 2015.
Chief Omisore remains in council of the AUA until 2018.
On January 11, 2016, he became an honorary member of the American Institute of Architects.
iii. Folashade Adeloye
Folashade is the Managing Director of ARM Trustees Limited, a wholly owned subsidiary of Asset &
Resource Management Company Limited responsible for the Company’s Compliance, Legal and
Trust functions. She also serves as the Company Secretary of Asset & Resource Management
Company Limited. She has a wealth of experience in legal structuring, capital markets and financing
transactions. Her expertise also spans commercial trust, private trust and other estate planning
alternatives.
Prior to working in ARM, between 2002 and 2008, Folashade worked with Aina Blankson LP where she
rose to the ranks of Partner and Head of Chambers. Her responsibilities included structuring and
advising several companies during international capital market transactions ranging from corporate
17
TSL REIT
The TSL REIT
structuring, debt and equity hybrids, Initial Public Offerings and various private placements. She also
worked briefly at Odua Investment Management Co. (2001) and Emmanuel Chambers (Afe
Babalola & Co).
She holds an LL.B from Obafemi Awolowo University (2000), Bachelor of Laws from the Nigerian Law
School (2002) and is a qualified Barrister & Solicitor of the Supreme Court of Nigeria. She also holds
an LLM from the University of Lagos, Nigeria (2012), Folashade is an associate member, Chartered
Institute of Secretaries & Administrators (ICSA)(2004) UK, she is a member of the Negotiation &
Conflict Management Group (NCMG), and an Alumni of INSEAD (2004).
iv. Melissa Cook – Independent Member
Melissa T. Cook, CFA, is currently the Founder & Managing Director of African Sunrise Partners LLC, a
company that provides information and Advisory services to companies in Africa aimed at improving
their clients’ strategy and decision making capacity.
Ms. Cook has over 25 years of global research experience—including monitoring the emergence of
new economies in Eastern Europe and China. Throughout her career, she has covered sectors such
as entertainment, broadcasting, housing and building materials, capital goods, and consumer
companies as an analyst at Drexel Burnham, Prudential Securities, and CLSA/Crédit Agricole. At
CLSA, Ms. Cook was the Head of Asia USA Strategy, where she analyzed the impact of China’s rise
on multinational companies and global markets, as well as China’s strategy for developing new
markets. She was a Managing Director and Head of Global Research at Lazard Asset Management,
New York, USA.
In November 2014, she was one of the fifteen senior executives, investors, and experts from a broad
spectrum of American business, appointed to the United States of America’s President’s Advisory
Council on Doing Business in Africa (PAC-DBIA). The PAC-DBIA through the Secretary of Commerce,
advises President Obama on how to expand US corporate and institutional investment activity on
the continent.
Ms. Cook has an A.B. degree in History from Dartmouth College and an M.B.A. in Finance from the
Stern School of Business at New York University. She is a CFA charterholder and holds FINRA Series 7,
16, 24, 63, 86, and 87 licenses.
B. Investment Committee Responsibilities
The Investment Committee’s responsibilities include;
Setting appropriate policies, reviewing and assessing processes and controls, which would
guide investment proposals by the Fund Manager.
Overseeing the performance of the Fund Manager and reviewing the investment options of
the REIT
Reviewing the investment management / performance report of the Fund Manager
objectively assessing significant changes and /or deviation from reasonable investment
return levels of the REIT portfolio and if deemed necessary, take action to sell any of the
REIT‘s properties or acquire new ones that will accelerate the achievement of the REIT
objectives;
Analysing the impact of external, economic, political and global factors on the REIT portfolio
and taking steps beneficial to the REIT
Continuously re-evaluating the investment strategy with particular focus on inherent risk in
order to protect the Fund against losses.
Considering and making recommendations on matters pertinent to the investment of funds,
the receipt of income, incurring of expenses and the management of the REIT.
Receiving during the course of the quarter, reports on matters that may impact on the Fund
and the assets contained within the investment portfolio.
18
TSL REIT
The TSL REIT
C. Investment Management
The Investment Committee will review the strategic medium to long-term approach as it relates to
the projected return on investment of the funds and assets of the REIT, with particular reference to its
projected performance, level of investment risk and scope of investment portfolio. In accordance
with the Trust Deed, the Investment Committee shall annually review the Investment Guidelines in
order to align the Trust‘s investment strategy with prevailing economic, social, political and global
environment. This is also necessary to continuously ensure that the REIT remains a vibrant and relevant
investment asset to Unit Holders and prospective Investors. The Committee will also discuss any
problems or reservation arising from the Fund Manager‘s work and any other matters that the Fund
Managers may wish to bring to the attention of the Committee.
D. Memberships
The Committee will be constituted by the Fund Manager. Two members of the Committee aside
from the Fund Manager shall have asset management and Real Estate background. Also, an independent member must be knowledgeable in investment and financial management. The
period for which members of the Investment Committee shall serve on the Committee shall be
determined by the Fund Manager.
E. Frequency of Meetings
Meetings will hold at least four times a year. An Investment Committee meeting must take place in
each quarter of the year.
F. Quorum
The quorum necessary for the transaction of business shall be three (3) members, one representative
of the Trustees, the Fund Manager and an Independent Committee member. A duly convened
meeting of the Committee at which a quorum is present shall be competent to exercise all or any
of the authorities, powers and discretions vested in or exercisable by the Committee.
G. Notice of Meetings
Meetings of the Committee shall be summoned by the Secretary of the Committee at the request
of any member thereof. Unless otherwise agreed, notice of each meeting confirming the venue,
time and date together with an agenda of items to be discussed, shall be forwarded to each
member of the Committee, any other person required to attend, no fewer than three working days
prior to the date of the meeting.
H. Minutes of Meetings
The Secretary shall minute the proceedings and resolutions of all Committee meetings including the
names of those present and in attendance. Minutes of Committee meetings shall be circulated
promptly to all members of the Committee. Minutes shall be approved at the subsequent meeting
whenever practicable.
I. Reporting Procedures
The Committee will make a brief statement in the annual report about its activities, the performance
of the malls and on the process used to evaluate potential acquisitions or sale of liquid assets or other
real estate related assets. Specifically, the Investment Committee is required to ensure that the
minutes of the Investment Committee meetings are formally recorded and submitted to the Trustees.
J. Meeting of Unitholders
The Chairman of the Committee or a Deputy will attend the Meeting of Unitholders, prepared to
respond to any questions on the Committee‘s activities.
19
TSL REIT
Overview of the REIT Properties
Asset Portfolio
The following properties are all commercial retail malls and will form the initial underlying assets that
will be acquired by the TSL REIT. The information provided is as at December 31, 2015.
S/N Property Unexpired Lease Occupancy Rate
1 Adeniran Ogunsanya Mall, Surulere,
Lagos State
45 years 97%
2 Apapa Mall, Apapa Lagos State 30 years 82%
3 Cocoa Mall, Dugbe, Ibadan, Oyo State 30 years 98%
4 Akure Mall 28 years 90%
The properties to be acquired will be upgraded as may be required and as opportunities present
themselves.
Valuation of Properties
The properties highlighted in the prospectus for transfer to the TSL REIT have been valued by Jide
Taiwo & Co.
The valuation report of Jide Taiwo & Co, dated April 15, 2016, expressed their opinion about the
properties, the assumptions in arriving at the values of the properties and the valuation methods
adopted. Some of the assumptions made by the valuers include:
a. Information supplied is correct
b. Title to property is good and marketable
c. Property is not adversely affected by, or subject to compulsory acquisition, road widening,
new road proposals or planning regulations and environmental laws.
Further details of the properties for transfer to the REIT and the transfer values are captured below;
Property Unexpired
Period
(Years)
Net Lettable
Area (sq.m)
Open
Market
Value
N(million)
Transfer
Value to the
REIT
(N’million)
Current
Occupancy
Rate
Year of
Valuation
Surulere Mall 45 15,000 4,364 4,364 97% 2016
Apapa Mall 30 10,000 6,815 6,815 82% 2016
Cocoa Mall,
Ibdan 30 8,500 2,744 2,744 98%
2016
Akure Mall 28 10,000 2,269 2,269 90% 2016
20
TSL REIT
Overview of the REIT Properties
A. Adeniran Ogunsanya Mall (“The AOS Mall”), Surulere, Lagos
Surulere is a residential and commercial Local Government Area located on the mainland of Lagos
State, Nigeria, with an area of 23 km². At the last census in the year 2006, there were 503,975
inhabitants, with a population density of 21,864 inhabitants per square kilometre. Surulere is famous
for its streets: Adeniran Ogunsanya, Adelabu, Ogunlana Drive, Bode-Thomas and Eric Moore
amongst others.
Adeniran Ogunsanya Street is one of the most popular streets in the heart of Surulere. It is known as
the most visited shopping streets of Surulere, as it houses a number of shopping malls. The most
popular one is the AOS Mall, where Shoprite store is located.
The AOS Mall located at No 84, Adeniran
Ogunsanya, Surulere, sits on 15,000 sqm of land
with over 154 shops ranging from 20sqm to
2,500sqm. It was completed and Shoprite
commenced business therein on 3rd June
2010. The Mall became fully operational on 1st
September 2010 and was officially
commissioned by the then Lagos State
Executive Governor, Mr. Babatunde Raji
Fashola (SAN) on February 18, 2011.
The AOS Mall, now called AOS Mall, is a huge
focal point displaying a wide variety of
merchandise, from groceries to high Fashion
Boutiques, as well as its Food Court. Its trading
hours are Mondays to Sundays 9am to 9pm.
The Mall has amenities such as:
– 200 car multi-storey car park
– Multiple (3) synchronized backup generators
– 24 hour armed police security
– Modern firefighting and suppression systems
– CCTV surveillance system.
By virtue of a Deed of Sublease the Lagos State Development and Property Company (“LSDPC”)
granted TSL a leasehold interest in relation to the AOS mall for a period of 52 (fifty-two) years
commencing from 30th March, 2009. The title to this mall is held 100% by Top Services Limited
The Mall’s occupancy rate was 97% as at December 31, 2015.
21
TSL REIT
Overview of the REIT Properties
B. Apapa Mall, Apapa Lagos
The region of Apapa lies near the gateway of Lagos lagoon, and contains ports and terminals for
various commodities such as containers and bulk cargo, houses, offices and a small old disused
railway Station. It is the site of a major container terminal which was owned by the Federal
Government of Nigeria and operated by the Danish firm A. P. Moller-Maersk Group. Apapa is home
to an estimated 522,384 people according to the Lagos State Government’s website.
The Apapa Mall is located at 13 Park Lane,
Apapa Lagos and was opened to the public in
August 2014. The Mall occupies a Gross Built-Out
Area (GBA) of approximately 13,700sqm with a
Net Lettable Area (NLA) of approximately
10,000sqm.
This shopping mall is host to over 40 retail sales
outlets, with top brands from both within and
outside the shores of the country.
The vision for bringing the Mall to Apapa was to
provide a one-stop shopping centre where
residents within Apapa and its environs could
carry out all their shopping activities. With the
exception of Filmhouse and Beerhugz, its trading
hours are Monday to Sunday 9am to 9pm.
The Mall has the following amenities:
– 200 car park
– Multiple (3) synchronized back-up generators
– CCTV surveillance system
– 24 hour armed Police security.
TSL obtained the legal title to this mall from Wemabod Estates Limited (“Wemabod”) by virtue of a
Deed of Sublease. TSL’s leasehold interest in the mall is for 35 years, with an unexpired period of 30
years. In consideration for the lease granted, Wemabod is entitled to 30% of the gross rental income
received from the mall. The title to the property is held 100% by Top Services Limited.
The property enjoyed an occupancy rate of 82% as at December 31, 2015.
22
TSL REIT
Overview of the REIT Properties
C. Cocoa Mall, Dugbe, Ibadan, Oyo State
Ibadan is the capital city of Oyo State and the third largest metropolitan city, by population,
in Nigeria, after Lagos and Kano, with a population of over 3 million, and the largest
metropolitan geographical area. Ibadan is located in south-western Nigeria, 128 km inland
northeast of Lagos.
Ibadan is a busy city but also accommodates an adequate amount of entertainment and
relaxation. The city boasts two malls, one of which is the Cocoa mall.
The Cocoa Mall houses several local and
international retail stores located in the same
compound as Cocoa House at Dugbe,
Ibadan. In addition to other local and
international retailers, the Mall houses the
largest Shoprite store in Nigeria.
The Cocoa Mall opened to the public in June
of 2013. The Cocoa Mall has an NLA of
approximately 8, 500sqm.
The mall is equipped with the following amenities:
– A 200 car park
– Multiple (2) back-up generators
– Modern fire suppression equipment
– 24 Hour armed police for security
– CCTV surveillance system.
TSL obtained the 100% legal title to this mall pursuant to a Deed of Sublease from Odu’a Investment
Company who granted a leasehold interest to TSL for a 35 (thirty-five) year period as consideration
for receiving 30% of the gross annual rental income on the mall.
The mall had an occupancy rate of approximately 98% as at December 31, 2015.
23
TSL REIT
Overview of the REIT Properties
D. Akure Mall, Ondo State
Ondo State was created on 3 February 1976 from the former Western State with Akure as its State
capital. Akure is the largest city within the State, with a population size of about 588,000 people,
based on the 2006 population census.
The Akure Mall opened to the public in
October 2015 and is located within the
premises of the State owned Owena
Motels on Igbatoro Road, Akure.
The Akure Mall occupies a Gross Built-up
Area (GBA) of approximately 11,500sqm
with an NLA of approximately 10,000sqm.
Shoprite and the Film House (with a state of
the art 5 screen cinemas) are the anchor
tenants and occupy approximately 42.37%
of the NLA.
The Mall includes the following facilities:
200 car park
Multiple (3) back-up generators
Modern fire-fighting and suppression systems
24 hour armed police security
CCTV surveillance system.
The Ondo State Government pursuant to a Deed of Sub-lease, granted a 30-year lease to TSL to
develop, own and operate the Akure mall under the terms that they would receive an annual
payment of 25% in the first 25years and 30% in the last 5 years, of the gross annual rental income from
the property as consideration for granting the sublease.
The mall had an occupancy rate of approximately 84% as at December 31, 2015.
24
TSL REIT
Overview of the REIT Properties
Property Transfer Structure
The Sponsor has pre-identified 4 (four) properties which are to make up the initial underlying asset
pool of the TSL REIT. Legal title in 4 (four) of the properties is vested in the Sponsor.
The rental incomes from the 4 (four) properties within the underlying asset pool have been identified
as being assigned in favour of Wema Bank Plc and First Bank of Nigeria Limited (jointly known as “the
Banks”), while Wema Bank has equitable interest in the Apapa Mall.
Despite the encumbered rental incomes, these assets have been selected because of the
discounted acquisition price (the valuation report was based on rental incomes pegged at a dollar
rate of N200/$1) at which they are being offered and the use of an acquisition structure (described
above) that ensures that the properties can be acquired by the REIT without jeopardizing the interest
of investors.
The proposed acquisition structure and safeguard mechanisms have been detailed below.
The acquisition structure proposed for the properties encumbered in favor of the Banks is a
“transfer in lieu of redemption”.
The REIT will deal jointly with the Banks, the Owner and the Sub-Lessors (dependent on their
desire to participate) in the REIT creation/acquisition process.
The REIT will offset any outstanding indebtedness owed to the Banks on behalf of the
Owner/Mortgagor and pay the balance purchase price (less outstanding indebtedness and
any prepaid rental fees and other income from the properties to be calculated from the
effective date of transfer of the REIT) to the Owners.
In return, the interest in the Properties will be assigned to the REIT without further action. Upon
financial close (after SEC approval of the allotment) the deed of assignment will be
executed by the Banks and released to the REIT custodian.
At the same time, subsequent to the settlement of the Banks, the Fund Manager will instruct payment
of the purchase price for the property to all shareholders in the retail properties who choose to
participate in the REIT.
25
TSL REIT
TSL REIT Rating
26
TSL REIT
TSL REIT Rating
27
TSL REIT
Financial Forecast
Bases and Assumptions
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 16 months
period ending 31 December 2017 and the years ending 31 December 2018, 2019, 2020 and 2021.
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 16 months ending 31 December
2017 and the years ending 31 December 2018, 2019, 2020 and 2021 respectively will be in order of
N1.46billion, N1.78billion, N2.06billion, N2.39billion and N2.75billion respectively.
3. Basis of Assumptions
Basis
The prospective financial information for the 16 months ending 31 December 2017 and the
years ending 31 December 2018, 2019, 2020 and 2021 have been prepared in compliance
with the requirements of International Financial Reporting Standards and in accordance
with the Companies and Allied Matters Act, CAP C20 LFN 2004 and Investment and
Securities Act, 2007.
Assumptions
i. The fund size for the REIT is N20 billion.
ii. The N1,000 per unit of 20 million units of the Fund will be fully subscribed, within the initial
subscription period under the terms and conditions of the Offer.
iii. It is expected that the Assets being the investment property would depreciate over 35
years.
iv. Rental income will be in dollars and with the imminent devaluation of the Naira, the
exchange rate used in the initial year is N305/$1 which is expected to grow by 10% at
the end of each year.
v. The maximum occupancy to the REIT is 95% which would be achieved within the first 2
years.
vi. The quality of the Fund Manager, Trustee, and Custodians will be sustained during the
forecast period.
vii. The investment of the excess cash flows will be subject to the asset allocation.
viii. The rental income growth for each tenant without a fixed maximum percentage
increase shall be 5% annually.
ix. Distributions shall be made at the end of each year which would be 97.5% of the net
income of the Fund.
x. Section 17 of the Companies Income Tax Act Cap C21 LFN subjects the income of
authorised unit trusts under the Investment and Securities Act to taxation. However, the
subsequent enacted Investment and Securities Act 2007 replaced the term authorised
unit trust with collective investment scheme. The tax implication and legal interpretation
of this change is not certain and entities undertaking scheme of this nature
has continuously omitted to make provisions for taxes as a result of this uncertain tax
law.
As a result, we have not provided for tax in the profit forecast resulting in a distributable
profit of N1.46billion, N1.78billion, N2.06billion, N2.39billion and N2.75billion for the years
ended 31 December 2017, 2018, 2019, 2020 and 2021 respectively. If the incomes of
REITs are adjudged to be subject to tax subsequently, the impact of the decision on this
Prospective Financial Information is a charge of tax at 30% on the incomes arising from
this Prospective Financial Information and the scheme's distributable profit would have
reduced to N1.02billion, N1.25billion, N1.44billion, N1.68billion and N1.93 billion for the
years ending 31 December 2017, 2018, 2019, 2020 and 2021 respectively.
28
TSL REIT
Financial Forecast
xi. The REIT would commence on January 1, 2017
xii. The issue cost for the Fund is estimated to be N411.53 million.
xiii. The Fund Manager will be responsible for the cost of valuing of investment assets as well
as all administrative, custodial and other related expenses to be incurred in the day-to-
day operations of the Fund. The following shall be estimated annual expenses for the
Fund throughout the 5 year projected period.
- Fund Management fees at 1% of the annual Net Asset Value
- Trustee fees at 0.05% of the annual opening Net Asset Value
- Custodian fees at 0.075% of the opening Net Asset Value
- Registrar fees are fixed at N500,000.00 throughout the rest of the forecast period
- Auditors fees are fixed at N5,000,000.00 throughout the rest of the forecast period
- Estate Valuer fees are fixed at N4,000,000 every two years throughout the forecast
period upon valuation
- Property Manager’s fees are fixed at N1,000,000 throughout the rest of the forecast
period
- Rating Agency fees are fixed at N3,000,000 every two years.
xiv. The valuation of the four shopping malls structured into the REIT have been conducted
and the report generated showed the properties were valued as follows:
Apapa Shopping Mall N6.8 Billion
Adeniran Ogunsanya Mall N4.4 Billion
Akure Shopping Mall N2.3 Billion
Cocoa Shopping Mall N2.7 Billion
Total N16.2 Billion.
xv. GDP growth rate is estimated at range of between 2% to 3% during the forecast period.
xvi. Inflation is not expected to exceed 20% during the forecast period.
xvii. There will be relative stability in the political, economic and regulatory environment in
Nigeria during the forecast period.
xviii. There will be no significant changes in the Federal Government's Monetary and Fiscal
Operations that will adversely affect the operations of the REIT.
xix. The REIT will remain a going concern throughout the forecast period
xx. There will be no material changes in the accounting policies currently adopted by the
REIT
xxi. There will be no litigation that will have adverse material effect on the REIT
29
TSL REIT
Financial Forecast
Forecast Statement of Financial Position
NGN Million Notes 2017 2018 2019 2020 2021
Assets
Cash/Cash Equivalents 221 340 444 556 679
Investments 2 3,388 3,388 3,388 3,388 3,388
Investment Property 3 15,737 15,274 14,811 14,349 13,886
Total Assets 19,346 19,002 18,643 18,293 17,953
Liablities
Deferred revenue 173 236 276 318 360
173 236 276 318 360
Net Assets 19,173 18,766 18,367 17,975 17,593
Equity attributable to unit holders 4 19,588 19,137 18,685 18,234 17,783
Capital Repayments (451) (451) (451) (451) (451)
Retained earnings 8 36 81 132 192 261
Unit holder's fund 19,173 18,766 18,367 17,975 17,593
Efficiency Ratios 2017 2018 2019 2020 2021
Fixed Asset Turnover 0.10 0.12 0.15 0.17 0.20
Asset Turnover 0.16 0.10 0.11 0.13 0.15
Return on Turnover 91.66% 94.62% 95.75% 97.34% 98.20%
Return on Equity 7.43% 9.31% 11.03% 13.13% 15.50%
Cash on Cash Yield 9.55% 11.44% 13.17% 15.27% 17.65%
30
TSL REIT
Financial Forecast
Forecast Statement of Comprehensive Income
NGN Million Notes 2017 2018 2019 2020 2021
Rental Income 5 1,588 1,884 2,153 2,459 2,807
Interest Income 599 623 640 659 681
Total Income 2,187 2,507 2,793 3,118 3,487
Other operating expenses 6 (269) (262) (269) (262) (268)
Deprecation (463) (463) (463) (463) (463)
Profit before tax 1,455 1,782 2,061 2,394 2,756
Tax Expense 7 - - - - -
Net Profit/(Loss) 1,455 1,782 2,061 2,394 2,756
Div idend 1,419 1,738 2,010 2,334 2,687
Capital payments 451 451 451 451 451
Total cash distributed to unit
holders 1,870 2,189 2,461 2,785 3,138
Profitability Ratios 2017 2018 2019 2020 2021
Net Profit Margin 0.67 0.71 0.74 0.77 0.79
Return on Capital Employed 7.52% 9.38% 11.06% 13.08% 15.35%
Return on Equity 7.61% 9.54% 11.31% 13.46% 15.90%
Yield 7.24% 9.08% 10.76% 12.80% 15.11%
31
TSL REIT
Financial Forecast
Forecast Statement of Changes Attributable to Unit Holders
*The dividend to be distributed is 97.5% of the Net profit after tax while the Capital payments is 97.5% of the non-
cash item (depreciation) which is to repaid out of capital.
NGN Million 2017 2018 2019 2020 2021
Opening Balance 19,588 19,173 18,766 18,367 17,975
Increase in Net Asset 1,455 1,782 2,061 2,394 2,756
21,043 20,956 20,828 20,760 20,731
Div idend and Capital repayment (1,870) (2,189) (2,461) (2,785) (3,138)
Closing Balance 19,173 18,766 18,367 17,975 17,593
NGN Million 2017 2018 2019 2020 2021
Net profit after tax to be
distributed 1,455 1,782 2,061 2,394 2,756
Capital payments available to
unit holders 463 463 463 463 463
Total cash Available 1,918 2,245 2,524 2,856 3,219
Total payment to unit holders
(97.5%) 1,870 2,189 2,461 2,785 3,138
32
TSL REIT
Financial Forecast
Forecast Statement of Cashflow
NGN Million 2017 2018 2019 2020 2021
Net Profit/(Loss) 1,455 1,782 2,061 2,394 2,756
Add Back Depreciation 463 463 463 463 463
Cash From Operations 1,918 2,245 2,524 2,856 3,219
Increase in deferred revenue 173 63 40 41 43
Net cash from operating activities 2,091 2,308 2,565 2,898 3,262
Owner's Contribution 20,000 - - - -
Div idend (1,419) (1,738) (2,010) (2,334) (2,687)
Capital Payments (451) (451) (451) (451) (451)
Net Cash From Financing Activities 18,130 (2,189) (2,461) (2,785) (3,138)
Purchase of Investment Property (16,200) - - - -
Other Investments (3,388) - - - -
Listing Costs (412) - - - -
Net Cash Used In Investments
Activities (20,000) - - - -
Cash Opening Balance - 221 340 444 556
Net Increase in Cash Position 221 119 104 113 123
Cash Closing Balance 221 340 444 556 679
33
TSL REIT
Information on the Fund Manager, Sponsor, Trustee, Custodian and Property Manager
1. The Fund Manager
A. Profile
First Ally Asset Management Limited (“FAAM” or “the Firm”) is the Asset Management subsidiary of
First Ally Capital Limited, an innovative, proactive and client-centred Investment Banking and
Financial services company. The firm is duly registered with the Securities & Exchange Commission
(SEC) as Fund and Portfolio Manager.
The Firm leverages its solid capital base, the strong financial services background of its promoters
and the excellent track-record and credentials of its directors and shareholders, to provide
customized financial solutions using all the various asset classes. The Company’s focus is the broad
spectrum of Asset Management.
FAAM clients have access to professionally managed portfolios with investment strategies that are
specifically designed to meet each client’s investment objectives. Its core business areas cover the
following services and products: Privately Managed Accounts (“PMA”), Pooled Investment Products,
Structured Products and Private Investment Opportunities (Opportunistic Investments). FAAM has a
credit rating of BBB+ by Agusto & Co
B. Board of Directors of the Fund Manager
Abiodun Arokodare – Chairman
Mr Arokodare started his career with NEM Insurance Company Plc in 1983. Between 1984 and 2005,
he served in various capacities in the banking industry. He later joined the oil industry in 2007 with his
appointment as the Group General Manager (Accounts) of The Nigeria National Petroleum
Corporation (NNPC), a position he held until April 2009 when he was appointed the Group Executive
Director (Finance & Accounts) of the Corporation.
He holds a first degree in Accountancy from the University of Nigeria, Nsukka, an MBA degree in
Management & Finance (1990) from the University of Lagos, a 1991 fellow of The Association of
Chartered Certified Accountants (FCCA) of the United Kingdom and a 1996 Fellow of The Institute
of Chartered Accountants of Nigeria (FCA) and alumnus of Harvard Business School, Wharton
Business School and INSEAD.
Ken Aghoghovbia – Director
Mr. Ken Aghoghovbia currently serves as Chief Operating officer and Deputy Managing Director at
African Reinsurance Corporation. He had previously served as Regional Director of West Africa at
African Reinsurance Corporation. He has over 30 years cognate experience in the Re-Insurance
Industry.
Mr Aghoghovbia holds a Bachelor’s degree in Insurance from the University of Lagos (1984), and an
MBA degree from ESUT Business School, Lagos. In 1997, he became a Fellow of the Chartered
Insurance Institute of London, and a Fellow of the Chartered Insurance Institute of Nigeria (CIIN) in
2008.
Ebenezer Olufowose – Director
Ebenezer Olufowose is the founding Managing Director/CEO of First Ally Capital Limited, the parent
company of FAAM. He was previously Executive Director of Access Bank Plc from 2007 to November
of 2013. He was Director and Executive Director with Citigroup between 2002 to 2007, and the Head
of Investment Banking at Guaranty Trust Bank Plc (1996-2002).
Mr Olufowose holds a first class honours Economics degree from the University of Lagos and an MA
Degree in International Economics from the University of Sussex, Brighton, England.
Obeahon Ohiwerei – Director
Mr Ohiwerei is the Deputy Managing Director of FACL. He began his career with Guaranty Trust Bank
Plc (“GTBank”) in 1991. He worked with Standard Trust Bank (now UBA Plc) between 1998 to
34
TSL REIT
Information on the Fund Manager, Sponsor, Trustee, Custodian and Property Manager
2002. In August 2002, he was appointed Managing Director of Pacific Bank Limited (then on Central
Bank of Nigeria’s holding action). He was a Group Executive Director with Access Bank Plc for 7
years, and a Director in 3 of Access Bank’s offshore subsidiaries as well as FITC, Lagos.
Mr Ohiwerei holds a first degree in Mathematics and a Masters Degree in Business Administration
both from Bendel State University, Edo State.
Kyari Bukar – Director
Mr. Kyari Abba Bukar is the Managing Director and Chief Executive Officer of the Central Securities
Clearing System (CSCS) Plc. Prior to joining CSCS in September 2011, Kyari was the MD/CEO of
ValuCard Nigeria Plc (now Unified Payments Plc). He worked for FSB International Bank Plc (now
Fidelity Bank), Prior to that, he worked at Hewlett - Packard USA in Silicon Valley, California, until his
return to Nigeria in 2002. Kyari is currently the Chairman of the Nigerian Economic Summit (NESG).
He holds a B.Sc. degree in Physics from Ahmadu Bello University, Nigeria, M.Sc. in Nuclear Engineering
from Oregon State University, USA. He is an alumnus of Lagos Business School (LBS), Wharton Business
School and Harvard Business School.
Winston Osuchukwu – Managing Director/CEO
Mr Osuchukwu is the pioneer Managing Director/CEO of First Ally Asset Management Limited. He
joined First Ally in 2015 from Legacy Investment and Management Company as Director of
Investments. He was a Group Head at Ecobank Transnational Incorporated, an also held positions
with Access Investments and Afrinvest W.A. in Nigeria, Lehman Brothers and JP Morgan in the United
States. He holds an MBA from Southern Methodist University in Dallas, Texas and BBA in Finance from
the University of Houston.
C. Management of the Fund Manager
The management of FAAM is led by Winston Osuchukwu. Other key management staff include;
Ayodeji Ogunleye – Client Coverage
Ayodeji joined FAAM in 2015 from Dunn Loren Merrifield Asset Management & Research Co. Limited.
He started his Asset Management career as an Investment Adviser with Cashcraft Asset
Management Limited in 2007, from where he later joined FCSL Asset Management Company Ltd.
Ayodeji holds a B.Sc (Hons.) in Accounting from the University of Ado-Ekiti. He is also an Associate of
the Chartered Portfolio Management Institute.
D. Role as the Fund Manager to the TSL REIT
Responsible for implementing the Fund‘s investment strategy
Managing the REIT portfolio as outlined in the REIT Trust Deed and Investment Guidelines
Works closely with other parties in the REIT to identify potential liquid investments as per REIT
investment policy.
Reinvests income arising from investments in the Fund
Enhancing existing REIT properties’ values by pursuing proper maintenance and renovation
as the need arises.
Taking proactive and prudent stance in maintaining a fundamentally sound and effective
capital structure.
35
TSL REIT
Information on the Fund Manager, Sponsor, Trustee, Custodian and Property Manager
2. The Sponsor
A. Profile
Top Services Limited (TSL) commenced business operations as an affiliate of Tokunbo Omisore &
Associates - a firm of Chartered Architects, Project Management/Development Consultants
established in 1984. It was thereafter formally registered in 1995 with an existing authorized share
capital of N20,000,000 (Twenty Million Naira) to handle designs and construction on a contract
management basis. This role of contract management has since become a turnkey one with the
financing of projects in certain sectors; Filling Stations, Hospitality outfits, Fast Food Outlets, Residential
Estates and Retail Commercial Real Estate.
B. Board & Management Team
The Board
Chief Tokunbo Omisore
Chief Omisore has been a practicing architect in the U.K and Nigeria for over 35 years. Chief Omisore
is a Fellow at the Nigerian Institute of Architects and a chartered member of the Royal Institute of
Architects. He was the Assistant Secretary to the Nigerian Institute of Architects between 1987 and
1991, as well as Secretary to the NIA Education Board in 1991. He served as the Secretary General of
the African Union of Architects (a Union of forty member countries) between 2005 till 2011,
subsequent to which he became the President of the African Union of Architects (AUA), until 2015.
Chief Omisore remains in council of the AUA until 2018. On January 11, 2016, he became an honorary
member of the American Institute of Architects.
Mrs. Oyin Kokoricha
Mrs. Kokoricha is an estate surveyor with over 10 years’ experience in the United Kingdom. She
commenced her career in 1997 with Black House Surveying Services London, she has worked with
the Halifax Bank London, LaSalle Investment Management London, to mention a few. She is currently
working with Oak Medical Practice, Clovis NM. She graduated with First Class honors from the
University of Wales in Estate Management in 1999 and has an MSc in property investment from the
University of London in 2000.
The Management Team
Ilori Olumuyiwa Ayo – Quantity Surveyor
Mr Ayo commenced his career in 2001 as the Resident Quantity Surveyor from where he moved on
to Woodlands Resources Limited in 2008 as a Developer where he was involved in the construction
of the Ultra-Modern market at Ikeja Cantonment, Oshodi, Lagos. Mr. Ayo obtained a Higher National
Diploma (HND) in quantity Surveying in 1999 from Federal Polytechnic Zaria and a Post Graduate
degree in Construction, from the Abubakar Tafawa Balewa University (Formerly Federal University of
Technology) Bauchi in 2002.
Alika Thomas Ikechukwu – Project Manager
Mr. Ikechukwu has over 15 years work experience in project management. He commenced his
career in 1995, Mr Ikechukwu obtained a Higher National Diploma in Civil Engineering from the Yaba
College of Technology in 1999, a B.SC in Building from the University of Lagos in 2005 and a Masters
in Business Administration from the Ambrose Alli University in 2007.
Taiwo Adebukunola (Mrs) – Architect
Mrs Adebukunola has over 20 years working experience. She began her career with the Archi-Hives
Architects in 1995, before joining Top Services Limited in 1999. She obtained a Bachelor of Science
Degree in Architecture and an MSc also in architecture from the Obafemi Awolowo University in
1989 and 1992 respectively, She is a member of the Architects Registration Council of Nigeria
(ARCON) and the Nigeria Institute of Architects (NIA).
36
TSL REIT
Information on the Fund Manager, Sponsor, Trustee, Custodian and Property Manager
Mr. Celestine Jeremiah – Assistant General Manager Finance and Business Development
Mr. Jeremiah has over 10 years work experience. He commenced work with Top Services Limited in
2005 and oversees all activities relating to accounts and finances as well as business development
activities for the Company. He obtained a BSc in Accounting from the University of Lagos in 2003
and is a member of the Institute of Chartered Accountants of Nigeria.
Olowu Blessing Titilayo – Human Resources Manager
Prior to joining Top Services as the Human Resources Manager in 2014, Titilayo worked with
Cityplanners Property and Investment Limited also as a Human Resources Manager. In 2009, she
obtained a BSs in Business Administration from the University of Ilorin. She is a member of the Nigerian
Institute of Management, and an Associate of the Chartered Institute of Personnel Management.
3. The Trustee
A. Profile
ARM Trustees Limited (“ARMT”) is a wholly-owned subsidiary of Asset & Resource Management
Traditional Asset Management Limited (ARMTAM), which is the privately owned investment
management subsidiary of the reputable asset management company, Asset & Resource
Management Company Limited (“ARM”).
ARM, was incorporated in May, 1994 to provide professional investment management and financial
advisory services to private and institutional investors. It is the largest non-bank financial services Firm
in Nigeria with circa N630Billion (Six Hundred and Thirty Billion Naira) under management invested in
both the domestic and international capital markets and shareholders’ funds of N12Billion (Twelve
Billion, Four Hundred Million Naira). In line with ARM’s objective of providing comprehensive asset
management services to its Clients, ARMT was incorporated in October 1997, to offer Commercial
and Private Trust services to institutional and private clients respectively.
ARM Trustees presently has assets under management worth over N13Billion (Thirteen Billion Naira). A
combination of ARM’s financial expertise in capital market transactions and ARM Trustees
experience in Trust matters, places the Firm in a good position to effectively offer fiduciary services
required for capital and debt issues. The Company is duly licensed by the Securities & Exchange
Commission (SEC) to carry out Trusteeship services.
B. Board and Management of the Trustees
Ms. Jumoke Ogundare - Director
Jumoke Ogundare is currently the Chief Executive Officer of ARM. Prior to becoming the CEO of the
ARM Group, she was responsible for ARM's asset management business, managing business
development, investment management and research, ARM Trustees, and the ARM mutual funds
(ARM Discovery Fund, ARM Aggressive Growth Fund, ARM Ethical Fund and ARM Money Market
Fund); the Group's Marketing and Communications department. Jumoke holds a B Sc. in Economics
from the University of Jos and a Masters in Business Administration degree from Cardiff Business School
in Wales.
Sadiq Mohammed – Director
Sadiq Mohammed is currently the Deputy Chief Executive Officer of ARM. Before joining ARM in
October 1996, he had worked for 3 years as a tax and business advisory consultant with Arthur
Andersen Nigeria between 1993 and 1996. He currently serves on the boards of ARM, ARM Pensions,
Mixta Africa and the Moorhouse Sofitel. He is a Fellow of the Global Association of Risk Professionals
(GARP), an Industrial Chemistry graduate of Abubakar Tafawa-Balewa University, Bauchi and an
alumnus of the Advanced Management Programme (AMP) of the Harvard Business School.
Mrs. Folashade Adeloye - Managing Director
Folashade is the Managing Director of ARM Trustees Limited, a wholly owned subsidiary of Asset &
Resource Management Company Limited responsible for the Company’s Compliance, Legal and
Trust functions. She also serves as the Company Secretary of Asset & Resource Management
Company Limited. She has a wealth of experience in legal structuring, capital markets and financing
37
TSL REIT
Information on the Fund Manager, Sponsor, Trustee, Custodian and Property Manager
transactions. Her expertise also spans commercial trust, private trust and other estate planning
alternatives.
Other key management staff include;
Michael Abiodun Thomas – Head, Commercial Trust
Michael currently oversees the Commercial Trust unit of ARMT which comprises Public and Corporate
sectors. Prior to joining ARM Trustees, Michael started his career as a Legal counsel in the commercial
law department of Messrs Rickey Tarfa & Co. He joined Skye Trustees Limited in 2010, before moving
to ARM. He holds a Bachelor of Law degree (LL.B) from the Faculty of Law, Lagos State University and
is currently pursuing a Masters of Law (LL.M) degree in Commercial Trust at the Queen Mary, University
of London.
Ugochukwu Ndubuisi- Trust Counsel
Prior to joining ARM, Ugochukwu worked at Detail Solicitors – a corporate and commercial law firm.
Ugochukwu has a First Class Honours Degree from the University of Ibadan, Nigeria, a B.L. Degree
from the Nigerian Law School and an LLM (Distinction) from University College London.
Fatah Kadiri – Senior Trust Adviser
Fatah joined ARM Trustees Limited in 2016. In his role at ARM Trustees, Fatah provides oversight on the
operation and administration of Private Trusts, Corporate and State Bonds as well as Collective
Investment Schemes. He holds a Master of Science Degree in Investment Management from
Coventry University in the United Kingdom (2010), a Law (LLB) graduate of Obafemi Awolowo
University (2007) and obtained a Barrister at Law (BL) degree from the Nigerian Law School (2008).
4. The Custodian
A. Profile of Stanbic IBTC Nominees Limited
Stanbic IBTC Nominees Limited is a leading custody and investor services company in Nigeria. It was
incorporated on 06 March 2000 as Stanbic Nominees Nigeria Limited and subsequently changed to
Stanbic IBTC Nominees Limited on 22 February 2013.
Stanbic IBTC Nominees Limited is a wholly-owned subsidiary of Stanbic IBTC Bank PLC. The Company
maintains an authorized and paid-up share capital of N100,000 divided into 100,000 ordinary shares
of N1.00 each. Stanbic IBTC Bank PLC is the major shareholder in the company, holding 99.99% of
the shares. The Company’s registered office is; I.B.T.C. Place Walter Carrington Crescent, Victoria
Island, Lagos
The principal businesses of the company are: Safekeeping and settlement services for equities,
bonds, treasury bills and money market Instruments, Corporate action, income collection and proxy
services, Global Custody services, American Depository Receipts and Trustee Services
Stanbic IBTC Nominees Limited has Assets Under Custody of over N1.4trillion encompassing capital
and various of forms of traded securities on behalf of clients. The Company’s clientele is comprised
of high net-worth local and international organizations. With a highly professional and innovative
team, the company has consistently delivered cutting edge customer service and global best
practice in safe keeping of assets. In this regard, they have been honored with the following
accolades and awards:
B. Profile of the Board of Directors of Stanbic IBTC Nominees Limited
Mrs. Sola David-Borha - Chairman
Mrs. David-Borha is the Chairman of the Board of Directors of Stanbic IBTC Nominees Limited. She is
the Chief Executive Officer of Stanbic IBTC Holdings PLC having previously served as Chief Executive
of Stanbic IBTC Bank PLC. Mrs. David-Borha also previously served in Stanbic IBTC Bank as Executive
Director, Corporate and Investment Banking (2006 –April 2010) and Executive Director, Corporate
Banking (1994 - 2005).
38
TSL REIT
Information on the Fund Manager, Sponsor, Trustee, Custodian and Property Manager
Mrs. David-Borha holds an MBA degree from Manchester Business School, United Kingdom. Her
executive educational experience includes the Advanced Management Programme of the
Harvard Business School.
Mr Yinka Sanni – Non-Executive Director
Mr. Sanni is currently Chief Executive, Stanbic IBTC Bank PLC. He was the pioneer CEO of Stanbic IBTC
Pension Managers, Nigeria’s largest Pension Fund Administrator both in terms of number of persons
registered and total assets under management. He was also the pioneer CEO of Stanbic IBTC Asset
Management Limited, which manages Nigeria’s largest mutual fund, The Stanbic IBTC Nigerian
Equity Fund. Yinka joined Stanbic IBTC Bank in 1990 and is currently a Director in two of the Bank’s
subsidiaries. He has a Bachelor’s degree in Agricultural Economics and an MBA. He is also an
Associate of the Chartered Institute of Stockbrokers of Nigeria.
Mr. Wole Adeniyi - Non-Executive Director
Mr. Adeniyi has over 20 years’ experience in banking operations, process management and business
support within the financial services industry. He currently serves as Executive Director, Business
Support, Stanbic IBTC Bank PLC. He joined Stanbic IBTC Bank PLC in 2007 as Head, Business
Operations, Corporate. Mr. Adeniyi holds a Bachelor Degree in Economics, Masters Degree in
Economics and a Master of Banking and Finance.
Mr. Babatunde Macaulay - Non-Executive Director
Mr. Macaulay is currently Head, Transactional Products and Services –West Africa for Stanbic IBTC
Bank PLC. Prior to joining Stanbic IBTC Bank PLC in April 2012, Mr. Macaulay worked with Standard
Chartered Bank Nigeria and First City Monument Bank PLC (FCMB). Mr. Macaulay has over 15years
experience in transaction banking, cash management, human resources, change management
and other financial services responsibilities. Mr. Macaulay holds a Bachelor’s degree in Industrial
Chemistry and currently doing an executive Masters Degree in International Human Resources
Management at the Cranfield University, United Kingdom.
Mr Akeem Oyewale – Managing Director
Mr. Oyewale is the Chief Executive of Stanbic IBTC Nominees Limited. He is also a Non-Executive
Director on the Boards of Stanbic IBTC Stockbrokers Limited and Stanbic IBTC Capital Limited. Until
his appointment as a Non-Executive Director of Stanbic IBTC Stockbrokers Limited in January 2012,
Mr Oyewale served as the Chief Executive Officer of the Company from July 2009 to January 2012.
Mr Oyewale holds a B.Sc (Hons.) from the University of Lagos as well as an MBA from Manchester
University, United Kingdom. He is a member of the Institute of Chartered Accountants of Nigeria,
Chartered institute of Stockbrokers, an Associate Member, Chartered institute of Bankers of Nigeria,
as well as the Chartered Institute of Taxation of Nigeria.
Mr. Victor Williams - Non-Executive Director
Mr. Williams serves as Executive Director, Corporate and Investment Banking for Stanbic IBTC Bank
PLC. Victor holds a Bachelor of Science in Mathematics, Bachelor of Arts in Economics from the
Brown University in the United States of America as well as a Master of Business Administration and
General Management from the prestigious Harvard Business School Boston.
Mr. Rajesh Ramsundhar - Non-Executive Director
Rajesh is the Head of Standard Bank’s Investor Services business in African markets outside of South
Africa and the Head of Standard Bank’s Custody product in South Africa. Mr Rajesh has held a
regional leadership position in Global Markets, at an international bank, heading up Transactional
Foreign Exchange and Money Market Sales in Sub Saharan Africa. He is a bachelor of Commerce
graduate from the University of Witwatersrand, South Africa and an MBA graduate from the Gordon
Institute of Business Science.
39
TSL REIT
Information on the Fund Manager, Sponsor, Trustee, Custodian and Property Manager
C. Profile of the Management Team of Stanbic IBTC Nominees Limited
Mr. Akeem Oyewale heads the management team of the Company. Other members include;
Mr. Segun Sanni
Mr. Sanni currently serves as Head, Investor Services, Stanbic IBTC Nominees Limited. Mr. Sanni has
over 20 years’ experience in commercial banking, credit, export finance, risk management, asset
management, transactional banking and custody. He also served in Oceanic Bank International
PLC. Mr. Sanni holds a Bachelor Degree in Economics, Master’s Degree in Economics and a Master
of Banking and Finance.
Mrs. Toyin Ogunbamowo
Mrs. Toyin Ogunbamowo is a Relationship Manager in Investor Services. She has over 9 years banking
experience spanning across International trade, Client Services and Client Relationship
Management. Mrs. Ogunbamowo started her banking career in Standard Chartered Bank as a
trade expert. She holds a Bachelor’s Degree in Geography from University of Ilorin. A member of
Institute of Chartered Accountant of Nigeria and also holds a master degree in Business
Administration from Lagos State University.
Mr. Yemi Odubiyi
Mr. Yemi Odubiyi is Head, Investor Services Operations. He has over 9 years of experience in Investor
services. Mr. Odubiyi holds a Bachelor’s degree in Accounting from Olabisi Onabanjo University, Ago-
Iwoye, Nigeria. He has a certification in UK Securities Market structure and regulations Covering
London Stock Exchange (LSE), CREST settlements and Eurobond market and Euro clear.
Mr. Adebayo Bank-Lawani
Mr. Adebayo Bank-Lawani is the Head of Corporate Actions in Investor Services. He started his
banking career with the Zenith Bank Group and has over 8 years banking experience spanning
custody and share registration in the capital market. Mr. Bank-Lawani holds a Bachelor’s Degree in
History and International Studies from the Lagos State University, Ojo and currently running his
master’s degree in business administration with the Business School Netherlands. He is also a student
member of the Nigeria Institute of Public Relation (NIPR).
Mrs. Seun Adebanjo
Mrs. Seun Adebanjo is the Head of Settlements in the Investor Services Operations Department. She
has over 10 years banking experience spanning across Relationship Management, domestic
settlements and trade settlements. She holds an MSc in Finance, Investment and Risk from University
of Kent, Canterbury and a BSc in Banking and Finance from Ogun State University. She is also an
Associate of the Chartered Institute Bankers of Nigeria.
Mrs. Temitayo Olusanya
Mrs. Temitayo Olusanya is the Head of FX processing in Investor Services Operations. She has over 7
years banking experience spanning across FX processing, Reinvestment, Reconciliation and General
Banking. Mrs. Olusanya is a seasoned Investor Services professional with various Certifications in the
Custodial Industry. She holds a Bachelor’s Degree in Botany from the University of Lagos.
Mr. Gbenga Alli
Mr. Gbenga Alli is the Head of Reconciliation and Reporting in Investor Services Operations. He has
over 10 years of experience spanning across Audit & Taxation, Nostro & Central Bank of Nigeria’s
reconciliation, E-Business (Cards Settlement and Reconciliation), Securities Reconciliation and
Reporting. He holds a Bachelor’s Degree in Accounting from University of Ado-Ekiti and a member
of the Association of Chartered Certified Accountants, United Kingdom. He is certified in Prince2
Project Management (Foundation) and currently studying for his Executive MBA from Business School
Netherlands.
Mrs. Ifedayo Akintomiwa
Mrs. Ifedayo Akintomiwa is the Head of Queries Management in Investor Services. She has over 8
years banking experience spanning across foreign operations, Client Services and Client Relationship
40
TSL REIT
Information on the Fund Manager, Sponsor, Trustee, Custodian and Property Manager
Management. She holds a Bachelor’s Degree in Actuarial science from the University of Lagos. An
associate member of the Chartered Institute of Securities and Investment, UK. She holds a Certificate
in International Wealth and Investment management and an advanced certificate in wealth
management (applied financial advice and management) from the CISI, UK.
5. The Property Manager
Messrs Tunji Ologbon Partnership is a seasoned firm of Chartered Estate Surveyors, Valuers and
facilities Manager, duly registered by the government Establishment Estate Surveyors and Valuers
Registration Board of Nigeria The partnership was established in 1995.
The Company’s vision is to be among the best global valuation practitioners and set the pace in the
provision of real estate services especially in Physical Assets Valuation and Property Investment
Analysis. While its mission is to exceed clients’ expectations always.
Types of Properties Managed
Purpose built commercial office complexes
Residential houses, flats, etc.
Shops
The firm provides a range of services across the real estate chain such as: Valuation of Properties
and Assets, management of properties of several types [residential and commercial], facility
management, feasibility/viability appraisal on proposed projects, project development and
management and general real estate consultancy services including advice on Land Use
planning/administration and processing title perfection/registration
The roles of the Property Manager shall be as follows:
Ensuring that the properties are adequately tenanted. This involves taking proactive stance
of securing replacements for out-going tenants before the lease expires. Maintaining good
human relations and interaction with tenants, enhances prompt notification from out-going
tenants.
Collection of rent from tenants as at when due, hence ensuring optimal cash flow.
Keeping thorough records regarding the property. This should include all income and
expenses; list of all inspections, signed leases, maintenance requests, complaints file, records
of repairs, costs of repairs, maintenance costs, record of rent collection and insurance costs.
Managing existing tenants, securing new tenants, ensuring satisfactory habitation, dealing
with complaints and initiating evictions.
41
TSL REIT
Statutory and General Information
A. Corporate Governance and Operating Structure
On conclusion of the offering, the TSL REIT will be managed by First Ally Asset Management Limited.
The day to day management of the Fund will be subject to the managerial efficiency, strategies and
Corporate Governance principles put in place by the Fund Manager. The Fund Manager working in
tandem with the objectives of the REIT and best practice strategizes for profitable growth of the Net
asset value and generation of enviable returns to the Unit holders.
The Fund Manager strategically focuses on the asset portfolio of the REIT and keenly observes
performance, growth, variations and deviation from the approved objectives on a regular basis.
In executing its role of monitoring the portfolio for performance, the Fund Manager embarks on the
following:
Regular review of the asset composition
Objective assessment of each asset in the REIT portfolio measuring current performance with
projected performance and analysing the associated risks in order to take proactive
measures to mitigate the risks and maximise returns
Proactive monitoring of economic and market events that could foster or inhibit portfolio
performance and taking necessary steps
Professionally maintaining a fundamentally sound and balanced capital structure
Regular information dissemination to the market for awareness creation and participation in
the REIT by investors.
In order to achieve the above, the Fund Manager puts controls in place to ensure a balanced and
efficient portfolio and on-going performance of the REIT. These are captured below:
i. Limits: The Trust Deed imposes limits and restrictions to the investment decisions of the Fund
manager in order to combat the REIT‘s exposure to risk. In addition to this, the Fund Manager
employs its risk management framework to check and reduce risks effectively for the
protection of the Fund.
ii. Reporting: The Fund Manager will ensure that Unit Holders and investors are kept abreast of
the performance of the REIT. The Fund manager will ensure that Annual report of the
activities and performance of the REIT is prepared in accordance with approved financial
standard and filed with the SEC. Quarterly report will also be filed with the SEC. Annual
financial reports will be published for investor information and distributed to Unit holders.
iii. Board of Directors of the Fund Manager: The Board of Directors of the Fund Manager sets
strategy and objectives for profitable growth, protecting the interests of shareholders
through the establishment of sound corporate governance, investment and risk
management principles.
iv. External Auditor: The Board of Directors of the Fund Manager appoints external auditors who
are independent for the audit of the Fund accounts and operation. The external auditing
firm appointed shall be approved by the Trustee.
v. Investment risk management: The REIT will rely on the Fund Manager‘s Enterprise risk
management framework for monitoring and managing investment risk. It is expected that
the risk management mechanism put in place by the Fund Manager for monitoring of
investment risk will be adopted for the Trust.
The Risk management framework will adhere to all laid down regulatory requirements
regarding investment risk management and the Trust Deed governing the creation of the
REIT. The risk management framework will be such that will facilitate measurement,
monitoring and up to date reporting.
42
TSL REIT
Statutory and General Information
vi. Internal Audit: The Investment Committee through an Audit Committee regularly review
compliance with overall risk management policies and procedures. This helps to regularly
review the integrity, adequacy and effectiveness of the REIT‘s internal controls and financial
disclosure process and assess the adherence of the Fund Manager to policies.
B. Indebtedness
As at the date of this Prospectus, the Fund Manager had no outstanding debentures, mortgages,
loans, charges or other similar indebtedness, other than in the ordinary course of business.
C. Estimated Cost of the Offer
The cost, charges and expenses incidental to the Offer, including fees payable to the Securities &
Exchange Commission, Nigerian Stock Exchange, professional parties, brokerage, advertising,
printing and distribution expenses are estimated at N411,534,375 representing 2.05% of the Offer
proceeds and are payable by the TSL REIT.
D. Foreign Currency Investors
Foreign currency subscriptions will be processed at the autonomous exchange rate prescribed by
Access Bank Plc for the applicable US Dollar exchange rate on the day the remittance is being
effected. First Bank of Nigeria Limited and UBA Plc will issue Certificate of Capital Importations to
foreign currency subscribers within 24hours of the receipt of payment. CCIs are required to enable
subsequent repatriation, in a freely convertible currency, of any surplus or return monies, the
distributions from or proceeds of any future sale of the units acquired in this Initial Public Offering.
E. Unit Statements
When fully paid up and allotted, the CSCS account of investors will be credited. Electronic fund
statements will be issued to the Unitholders.
F. Relationship Between Fund Manager and Sponsor Regarding Real Estate to be Vested in the
REIT
Interest in four of the properties to be vested in the REIT is held by the Sponsor. Other than this, there
exists no relationship between the Fund Manager and the Sponsor as at the date of this Prospectus
except in the ordinary course of business.
G. Relationship Between Fund Manager and its Advisers
The Fund Manager is a 100% subsidiary of the Lead Issuing House. Other than as stated, there exists
no relationship between the Fund Manager and its advisers as at the date of this Prospectus except
in the ordinary course of business.
H. Relationship between Sponsor and its Advisers
There exists no relationship between the Sponsor and its advisers as at the date of this Prospectus
except in the ordinary course of business.
I. Material Contracts
The following agreements have been entered into and are considered material to this Offer:
A Trust Deed dated January 19, 2017 between First Ally Asset Management Limited and ARM
Trustees Limited under which the Trustee has agreed to act as Trustee to the REIT for the
benefit of the Unitholders.
A pre-signed Deed of Assignment of Receivables dated January 19, 2017 under which the
legal title and interest accruing from the receivables under the Trust Property are assigned
to the Trustee
A Pre- Signed Deed of Declaration of Trust dated January 19, 2017 under which Sponsor has
agreed to vest in the Trustee the beneficial interest in the Trust properties
A Property Management Service Agreement dated January 19, 2017 under the terms of
which Tunji Ologbon Partnership has agreed to act as Property Manager
A Safe Custody Agreement dated January 19, 2017 under the term of which Stanbic IBTC
Bank Plc (Custodial Services Section) agreed to act as Custodian to the REIT
43
TSL REIT
Statutory and General Information
A Vending Agreement dated January 19, 2017 under the terms of which the Issuing Houses
have agreed to Offer 20,000,000 units at N1,000 per Unit in the TSL Real Estate Investment
Trust
Letter of indemnity from the Sponsor to the REIT.
J. Consents
The following have given and not withdrawn their written consents to the issue of this Prospectus and
to have their names mentioned in the form and context in which they appear therein:
Fund Manager: First Ally Asset Management Limited
Directors of the Manager: Mr. Abiodun Arokodare (Chairman)
Mr Winston Osuchukwu (Managing Director)
Mr. Ebenezer Olufowose (Director)
Mr. Obeahon Ohiwerei (Director)
Mr. Ken Aghoghovbia (Director)
Mr. Kyari Bukar (Director)
Fund Manager’s Company Secretary: Titi Savage
Sponsor: Top Services Limited
Directors of the Sponsor: Chief Tokunbo Omisore
Mrs Oyinkan Kokoricha
Company Secretary of Sponsor: Babatunde Oshikoya & Co.
Financial Adviser/ Lead Issuing House: First Ally Capital Limited
Joint Issuing House: Cowry Asset Management Limited
Futureview Financial Services Limited
Greenwich Trust Limited
Trustee: ARM Trustees Limited
Custodian: Stanbic IBTC Bank Plc (Custodial Services)
Solicitors to the Transaction: Udo Udoma & Belo-Osagie
Reporting Accountant: Pedabo Audit Services
Registrars: United Securities Limited
Rating Agents Agusto & Co.
Stockbroker to the Issue and Market Maker: FSDH Stockbrokers
Estate Valuer: Jide Taiwo & Co
Property Manager: Tunji Ologbon Partnership
Receiving Bankers: Access Bank Plc
44
TSL REIT
Statutory and General Information
K. Documents Available for Inspection
Copies of the following documents are available for inspection during the usual business hours on
any week day (except public holidays) at the office of First Ally Capital Limited from Wednesday,
February 1, 2017 to Friday, March 10, 2017.
Certificate of Incorporation of the Fund Manager
Memorandum and Articles of Association of the Fund Manager
Certificate of Incorporation of the Trustee
Memorandum and Articles of Association of the Trustee
The Prospectus issued in respect of the Offer
The Abridged Prospectus issued in respect of the Offer
The Resolution of the Board of Directors of First Ally Asset Management Limited
authorizing the issuance of 20,000,000 ordinary shares at N1,000 per unit
The Resolution of the Board of Directors of Top Services Limited authorizing the creation
of the REIT and the issuance of 20,000,000 ordinary shares at N1,000 per unit
The Audited Financial Statement of the Fund Manager as at 31st December 2015
The report of the Reporting accountant on the Financial forecast of the REIT for years
ended December 31 2017, 2018, 2019, 2020 and 2021.
The Rating Report issued by Agusto & Co. in respect of the REIT’s Rating
The Valuation report issued by Jide Taiwo and Co. in respect of the Properties to be
acquired by the REIT.
The material contracts referred to on page 42
The written Consents referred to on page 43
The Letter of authorization from the Securities & Exchange Commission.
45
TSL REIT
Application and Allotment
Procedure for Application and Allotment
1. Application
1.1. The general investing public is hereby invited to apply for the units of the TSL REIT through
any of the Receiving Agents listed on Page 46.
1.2. Application for the Units now being offered must be made in accordance with the
instructions set out at the back of the Application Form. Care must be taken to follow these
instructions, as applications, which do not comply with the instructions, will be rejected.
1.3. The Application list for the Units now being offered for subscription will be open on
Wednesday February 1, 2017 and close Friday March 10, 2017. Applications for the units
must be for a minimum of 1,000 Units by subscribers and in multiples of 500 Units thereafter.
The number of units for which an application is made and the value of the cheques or bank
draft attached should be entered in the boxes provided.
1.4. Individual/Corporate applicants should sign the declaration and write his/her name,
address and mobile number in the section marked (1) on the Application Form, whilst
section (2) should be completed in the case of joint applicants. A corporate applicant
should affix its seal in the box provided and state its Incorporation (“RC”) Number.
Applicants should specify the name of stockbroker, CSCS account number and CHN
number in the boxes provided.
1.5. Each application should be forwarded with the cash, cheque, certified cheque, bank draft
for the full amount of the purchase price to any of the Banks or the Receiving Agents listed
on page 46. Bank drafts for the full amount applied for must be crossed “TSL REIT” and made
payable to the Banks or Receiving Agents to whom the application is submitted. All transfer
charges if any, must be paid by the applicant and no application will be accepted unless
this has been done. All drafts will be presented upon receipt and all applications.
1.6. An application from a pensions or provident fund must be in the name of each individual
trustee unless the Trustee is a limited liability company.
1.7. Foreign currency subscribers are advised to contact the Receiving Banks for the applicable
US Dollar exchange rate on the day the remittance is being effected.
2. Allotment
The Issuing Houses and the directors of the Fund Manager reserve the right to accept or reject
any application in whole or in part if it falls short of the conditions of the Offer. The allotment
proposal will be subject to the clearance of the Securities & Exchange Commission.
3. Application Monies
All application monies will be retained in separate Bank accounts with the Receiving Bank
pending allotment. If any application is not accepted, or is accepted for fewer Units than the
number applied for, a cheque for the full amount or the balance (as the case may be) of the
amount paid on application will be returned via RTGS or NEFT into the bank account number
stated on the Application Form within 5 working days of allotment.
The CSCS account of applicants will be credited not later than 15 working days from the date
of allotment.
46
TSL REIT
Receiving Agents
Receiving Banks
Access Bank Plc
Other Receiving Agents
ADONAI STOCKBROKERS LTD
AFRICAN ALLIANCE STOCKBROKERS LTD
AFRINVEST SECURITIES LTD
AMYN INVESTMENTS LTD
ANCHORIA INVESTMENT AND SECURITIES LTD
ARM SECURITIES LTD
ARTHUR STEVEN ASSET MANAGEMENT LTD
BAUCHI INVESTMENT CORPORATION LTD
BELFRY INVESTMENTS AND SECURITIES LTD
BESTWORTH ASSET AND TRUST LTD
CALYX SECURITIES LTD
CAPITAL EXPRESS SECURITIES LTD
CAPITAL TRUST BROKERS LTD
CARDINALSTONE SECURITIES LTD
CASHCRAFT SECURITIES LTD
CDL CAPITAL MARKETS LTD
CENTRE POINT INVESTMENTS LTD
CHAPELHILL DENHAM SECURITIES LTD
CITY CODE TRUST & INVESTMENT COMPANY
LTD
COMPASS INVESTMENT & SECURITIES LTD
CORONATION SECURITIES LTD
COWRY SECURITIES LTD
DE LORDS SECURITIES LTD
DEEP TRUST INVESTMENT LTD
DUNBELL SECURITIES LTD
DUNN LOREN MERRIFIELD SECURITIES LTD
ECL ASSET MANAGEMENT LTD
EDC SECURITIES LTD
EFCP LTD
EL-ELYON ALLIANCE & SECURITIES LTD
ELIXIR SECURITIES LTD
ENTERPRISE STOCKBROKERS PLC
EUROCOMM SECURITIES LTD
FCSL ASSET MANAGEMENT COMPANY LTD
FINANCIAL TRUST COMPANY NIG. LTD
FORESIGHT SECURITIES & INVESTMENT LTD
FORTE FINANCIAL LTD
FORTHRIGHT SECURITIES AND INVESTMENTS
LTD
FORTRESS CAPITAL LTD
FUNDS MATRIX AND ASSETS MANAGEMENT
LTD
FUNDVINE CAPITAL AND SECURITIES LTD
GIDAUNIYA INVESTMENT AND SECURITIES LTD
GLOBAL ASSET MANAGEMENT NIG. LTD
GLOBALVIEW CAPITAL LTD
GOLDEN SECURITIES LTD
GREENWICH SECURITIES LTD
GRUENE CAPITAL LIMITED
GTI SECURITIES LTD
HARMONY SECURITIES LTD
HEARTBEAT INVESTMENTS LTD
HEDGE SECURITIES & INVESTMENTS COMPANY
LTD
HERITAGE CAPITAL MARKET LTD
ICON STOCKBROKERS LTD
IMPERIAL ASSET MANAGERS LTD
INVESTMENT ONE STOCKBROKERS INT'L LTD
INVESTORS AND TRUST COMPANY LTD
KINLEY SECURITIES LTD
KOFANA SECURITIES & INVESTMENT LTD
LAMBETH TRUST AND INVESTMENT CO. LTD
LEAD SECURITIES & INVESTMENT LTD
MAGNARTIS FINANCE & INVESTMENT LTD
MAINSTREET BANK SECURITIES LTD
MARIMPEX FINANCE & INVESTMENT CO. LTD
MAVEN ASSET MANAGEMENT LTD
MBC SECURITIES LTD
MBL FINANCIAL SERVICES LTD
MEGA EQUITIES LTD
MERISTEM STOCKBROKERS LTD
MUTUAL ALLIANCE INVESTMENT & SECURITIES
LTD
NETWORK CAPITAL LTD
NEWDEVCO INVESTMENT & SECURITIES CO.
LTD
NIGERIAN INTERNATIONAL SECURITIES LTD
NOVA FINANCE & SECURITIES LIMITED
PHRONESIS SECURITIES LTD
PINEFIELDS INVESTMENTS SERVICES LTD
PIPC SECURITIES LTD
PORTFOLIO ADVISERS LTD
PRIMERA AFRICA SECURITIES LTD
PRIMEWEALTH CAPITAL LTD
PROMINENT SECURITIES LTD
PYRAMID SECURITIES LTD
QUANTUM SECURITIES LTD
RAINBOW SECURITIES AND INVESTMENT CO.
LTD
READINGS INVESTMENTS LTD
REGENCY ASSETS MANAGEMENT LTD
RENCAP (SECURITIES) NIGERIA LTD
REWARD INVESTMENTS & SERVICES LTD
RMB NIGERIA STOCKBROKERS LTD
ROSTRUM INVESTMENT AND SECURITIES LTD
ROYAL GUARANTY AND TRUST LTD
ROYAL TRUST SECURITIES LTD
SANTRUST SECURITIES LTD
SECURITIES AFRICA FINANCIAL LTD
SECURITIES AND CAPITAL MGT. COMPANY
LTD
SECURITY SWAPS LTD
SFC SECURITIES LTD
SIGMA SECURITIES LTD
SKYVIEW CAPITAL LTD
SOLID-ROCK SECURITIES & INVESTMENT PLC
SPRINGBOARD TRUST & INVESTMENT LTD
STANBIC IBTC STOCKBROKERS LTD
STANDARD UNION SECURITIES LTD
THE BRIDGE SECURITIES LTD
TRADELINK SECURITIES LTD
TRANSAFRICA FINANCIAL SERVICES LTD
TRUST YIELDS SECURITIES LTD
TRUSTBANC CAPITAL MANAGEMENT LTD
TRUSTHOUSE INVESTMENTS LTD
TRW STOCKBROKERS LTD
UNITED CAPITAL SECURITIES LTD
VALMON SECURITIES LTD
VALUELINE SECURITIES & INVESTMENT LIMITED
VETIVA SECURITIES LTD
ZENITH SECURITIES LTD
ZION STOCK BROKERS & SECURITIES LTD
ANCHORAGE SECURITIES AND FINANCE LTD
ATLASS PORTFOLIOS LTD
CAMRY SECURITIES LTD
CASHVILLE INVESTMENTS & SECURITIES LTD
CENTURY SECURITIES LIMITED
CITI INVESTMENT CAPITAL LIMITED
CLEARVIEW INVESTMENTS CO. LTD
CROSSWORLD SECURITIES LTD
CROWN CAPITAL LTD
EXPRESS PORTFOLIO SERVICES LTD
FIRST INTEGRATED CAPITAL MANAGEMENT LTD
FIRST STOCKBROKERS LTD
FIS SECURITIES LTD
HELIX SECURITIES LTD
KAPITAL CARE TRUST & SECURITIES LTD
KUNDILA FINANCE SERVICES LTD
MARRIOT SECURITIES & INVESTMENT CO. LTD
MIDAS STOCKBROKERS LTD
MILESTONE CAPITAL MANAGEMENT LTD
MISSION SECURITIES LTD
MOLTEN TRUST LTD
MOUNTAIN INVESTMENT AND SECURITIES LTD
NETWORTH SECURITIES & FINANCE LTD
PIVOT TRUST & INVESTMENT COMPANY
LIMITED
SIGNET INVESTMENTS & SECURITIES LTD
SPRING TRUST & SECURITIES LTD
TFS SECURITIES & INVESTMENT COMPANY LTD
TOMIL TRUST LIMITED
TOPMOST SECURITIES LTD
TOWER ASSETS MANAGEMENT LTD
TOWER SECURITIES & INVESTMENT COMPANY
LTD
TRANSWORLD INVESTMENT & SECURITIES LTD
ALANGRANGE SECURITIES LTD
BOAZ MANAGEMENT & FIN. STRATEGIES LTD
COVENANT SECURITIES & ASSET
MANAGEMENT LTD
CRADLE TRUST FINANCE & SECURITIES LTD
DBSL SECURITIES LTD
DEPENDABLE SECURITIES LTD
INVESTMENT CENTRE LTD
PROFESSIONAL STOCKBROKERS LIMITED
REDASEL INVESTMENT LTD
SURPORT SERVICES LIMITED
YOBE INVESTMENT AND SECURITIES LTD
SUPRA COMMERCIAL TRUST LTD
DSU BROKERAGE SERVICES LTD
WOODLAND CAPITAL MARKET PLC
CHARTWELL SECURITIES LTD
STANDARD ALLIANCE CAPITAL & ASSET
MANAGEMENT LTD
PSI SECURITIES LTD
EDGEFIELD CAPITAL MANAGEMENT LTD
FINANCIAL & ANALYTICS CAPITAL LTD
MAXIFUND INVESTMENTS AND SECURITIES PLC
PAC SECURITIES LTD
PILOT SECURITIES LTD
TYNDALE SECURITIES LTD
FBN SECURITIES LTD
INVESTMENT ONE FUNDS MANAGEMENT LTD
LIGHTHOUSE ASSETS MANAGEMENT LTD
CSL STOCKBROKERS LTD
SMADAC SECURITIES LTD
EXPRESS DISCOUNT ASSET MANAGEMENT LTD
CORE TRUST AND INVESTMENT LTD
FIDELITY SECURITIES LTD
APEL ASSET LTD
APT SECURITIES AND FUNDS LTD
CORDROS CAPITAL LTD
DOMINION TRUST LTD
DYNAMIC PORTFOLIO LTD
EQUITY CAPITAL SOLUTIONS LTD
FALCON SECURITIES LTD
FIDELITY FINANCE COMPANY LTD
FINMAL FINANCE SERVICES LTD
FSDH SECURITIES LTD
ICMG SECURITIES LTD
INDEPENDENT SECURITIES LTD
INTEGRATED TRUST & INVESTMENTS LTD
INTERNATIONAL STANDARD SECURITIES LTD
INTERSTATE SECURITIES LTD
LONGTERM GLOBAL CAPITAL LTD
MERISTEM SECURITIES LTD
MORGAN CAPITAL SECURITIES LTD
PARTNERSHIP SECURITIES LTD
SHELONG INVESTMENT LTD
TIDDO SECURITIES LTD
UNEX CAPITAL LTD
NIGERIAN STOCKBROKERS LTD
KEDARI CAPITAL LTD
UNION CAPITAL MARKETS LTD
WSTC FINANCIAL SERVICES LTD
CAPITAL ASSETS LTD
CAPITAL BANCORP PLC
FUTUREVIEW SECURITIES LTD
PEACE CAPITAL MARKET LTD
DIAMOND SECURITIES LTD
ASSOCIATED ASSET MANAGERS LTD
TRADERS TRUST AND INVESTMENT COMPANY
LTD
47
TSL REIT
Application Form
APPLICATION FORM
Passp
ort
Passp
ort
Closing Date
February 01, 2017 March 10, 2017
Passp
ort
Opening Date Passp
ort
GUIDE TO APPLICATION
Number of Units applied for Amount payable
1,000 Minimum N1,000,000
Subsequent Multiples of 500 N500,000
Number of Units applied for
Value of Units applied for
Cheque details
Value of Cheque/Bank draft
APPLICANTS DETAILS Name of Bank /branch
Cheque Number
CSCS
CHN
FOR REGISTRARS USE ONLY
CONTROL NUMBER
Number of Units Applied for
City: State:
Land phone Number: Number of Units Alloted
Email Address:
Amount Paid
Date of Birth N
Value of Units Alloted
N
Amount to be Returned
Please tick in the box to allocate allotment preference - Certificate Electronic (Book Entry) N
Cheque No/Transfer Details
Next of Kin
Relationship with Next of Kin Stamp of Issuing House
Next of Kin Email and Telephone Number
SIGNATORY (IES) (CORPORATE ONLY)
1. Name (Surname first) 2. Name(Surname First)
Designation: Signature & Date: Designation: Signature & Date:
BANK DETAILS
Name of bank/branch Bank Account Number
Bank Verification Number
INCORPORATION NUMBER & COMPANY SEAL OF CORPORATE APPLICANT
United Securities Limited
Registrars' office: 10 Amodu Ojikutu Street,
Off Bishop Oluwole Street Victoria Island,
Lagos
Tel; 01-2714566-7
STAMP OF RECEIVING AGENT
Mobile (GSM) Phone:
ALLOTMENT PREFERENCE
Other Names (for Individual Applicant Only):
Full Postal Address:
Surname/Corporate Names:
PLEASE COMPLETE IN BLOCK LETTERS AND IN BLACK
48
TSL REIT
Application Form
Application and Allotment
I/We declare that
I/We am/are 18 years and over
KYC (Know Your Customer) Document Checklist
Individual Investor
Completed Subscription Form
One Passport Photograph
Utility Bill of Applicant(s)
Proof of Identification
Corporate Investor
Copy of Certificate of Incorporation
Mean of Identification of Signatories
First Ally Asset Management Limited
7th floor , Architect's Place
2, Idowu Taylor Street
Victoria Island
Lagos
Control No. (for Registrars Use only)
"I/We hereby confirm that the information provided above is true, accurate and complete. Subject to applicable local law.
I hereby consent and authorize the fund manager to share my information with domestic and overseas tax authorities where
necessary to establish my tax liability in any jusrisdiction.
Declaration by Applicant(s)
I/We attach a bank draft made payable to The TSL REIT, with my /our name, address and telephone numbers written
at the back of that I/We forwarded evidence of payment or evidence of in accordance with the bank details provided overleaf
I/We understand that as with all money market investment, the yeilds of investible securities including the changes in fund
and the past performance is not necessarily an indication of future performance.
I agree to notify the Registrars/Fund Manager with 30 calendar days if there is a change in any information which I have provided on the fund.
For Fund Manager Only
This completed form should be sent with evidence of payment/remittance to:
49
TSL REIT
Instruction for Completing the Application Form
a) Application should be made only on the Application Form or photocopy downloaded or
scanned copies of the Application Form
b) Application must be for a minimum of 1,000 units. Applications for more than 1,000 units must
be in the multiples of 500 units stated on the Application Form. The number of units for which
an application is made and the details of the bank draft attached should be entered in the
boxes provided.
c) The Application Form when completed should be lodged with any of the Receiving Agents
listed on page 46. The application must be accompanied by a bank draft made payable
to the Receiving Agent to whom the application is submitted, for the full amount payable
on application. The draft must be drawn on a bank in the same town or city in which the
Receiving agent is located and crossed “TSL REIT” with the name(s), address(es) and
daytime telephone number of the applicant(s) written at the back. All bank commissions
and transfer charges must be prepaid by the applicant. All drafts will be presented for
payment on receipt and application.
d) The Applicant should make only one application, whether in his/her own name or in the
name of a nominee. Multiple or suspected multiple applications will be rejected.
e) Any application from N10million and above must be transferred via RTGS or NEFT into the
designated offer proceeds account domiciled with the receiving bank with the following
details:
Account Name: TSL REIT IPO
Account Number: 0723729176 NGN
A/C Narration: (‘Name of subscribers) investment in the TSL REIT
f) Foreign currency subscribers are advised to contact the Receiving Bank for the applicable
US Dollar exchange rate on the day the remittance is being effected. Payment can be
made in US Dollars, for credit to:
Account Name: TSL REIT IPO
Account Number: 0723730259 USD
A/C Narration: (‘Name of subscribers) investment in the TSL REIT
g) The Receiving Banks will issue CCIs to foreign currency subscribers. CCIs are required to
enable subsequent repatriation, in a freely convertible currency, of the distributions from or
proceeds of any future sale of the units acquired in this Initial Public Offering.
h) Joint applicants must sign the application form.
i) An application from a corporate entity must bear its seal and be completed under the
hand(s) of a duly authorized official(s) who should state also his (their) designation(s).
j) An application from a pension or provident fund must be in the name or in the name of
each individual trustee unless the Trustee are a limited liability company.
k) Applications from associations and interest groups that are incorporated should state the
names of the associations or the groups.
l) An application from a group of individuals should be made in the names of those individuals
with no mention of the name of the group. An application by a firm which is not registered
under the ISA No. 29 2007 should be made either in the name of the proprietor or in the
names of the individual partners. In neither case should the name of the firm be mentioned.
m) An application by an illiterate should bear his/her right thumbprint on the Application Form
and be witnessed by an official of the Bank or Stockbroker with whom the application is
lodged who must first have explained the meaning and effect of the Application Form to
the illiterate in a language understandable to him/her and that the illiterate appears to have
understood same before affixing his thumb impression.
n) Applicants should not print their signature. Applicants not able to sign in the normal manner
would be treated for the purpose of this Offer as an illiterate and their right thumb print
should be clearly impressed on the Application Form.