22
PRICING This Pricing IBTC Bank P Shelf Prospe This docume Rate Notes Conditions o the extent th provisions o This Pricing supplemente them in the S The registra Commission any stateme allotted or is later than tw with the req (the “Series admission o The Directo taken reaso accordance herein, no o amended an Shelf Prospe LEA FSDH G SUPPLE N =100,000, UN Supplement is p PLC (“the Issuer ectus, dated 30 S ent constitutes th (“the Notes”) de of the Notes as a hat there is any c of this Pricing Sup Supplement ma ed from time to t Shelf Prospectus ation of the Shelf n (“the Commiss ents made or op ssued on the bas wo years after the uirements of the 1 (Tranche A) N of the Notes to the rs of the Issuer onable care to e with the facts a ther significant n nd/or supplemen ectus as amende AD ISSUING HO H MERCHANT D U T MENT/SUP ST (INCO 000 SERIES NDER A N =150 BO BO prepared in conn r” or “the Bank”). September 2014 he Pricing Supple escribed herein. amended and/or conflict or incons pplement shall p ay be used to off time. Any capita s. Prospectus and ion” or “SEC”) e pinions or reports sis of the Shelf P e date of the iss e Commission for Notes” or “the No e Daily Official L accept responsi nsure that the in and does not om new factor, mater nted from time to ed and/or supple OUSE & BOOKR T BANK LIMIT U NN L OREN HIS PRICING PPLEMENT TANBIC IBT RPORATED WITH LIM OFFER FO 1 (TRANCHE 0,000,000,00 OOKBUILDING O OOKBUILDING CL nection with the This Pricing Sup 4 as amended an ement relating to The Notes desc supplemented b sistency between revail. fer and sell the N lised terms not d this Pricing Sup ndorses or reco s expressed in t Prospectus read ue of the Shelf P r the purpose of tes”). Application ist of the Exchan ibility for the info nformation conta mit anything likel rial mistake or in o time has arisen emented from tim RUNNER TED RC 199528 JOINT M ERRIFIEL D G SUPPLEME TAL SHELF TC BANK MITED LIABILITY IN THE OR SUBSCRIP OF E A) SUBORD 00 STRUCTUR OPENS: 22 SEPTE LOSES: 25 SEPT N =150,000,000,0 pplement is supp nd/or supplement o the issue of 1 cribed herein are y the Summary o n the contents of Notes only if acc defined in this Pr pplement shall no mmends the sec the Shelf Prospe together with thi Prospectus. This giving informatio n has been made nge. ormation contain ained in this Pric ly to affect the i naccuracy relating n or has been n me to time. S BOOKRUNNER D RC 688014 & U B ENT IS DATE F PROSPEC PLC RC 125097 E FEDERAL REPUBLI PTION DINATED FLOA RED NOTE PR EMBER 2014 TEMBER 2014 000 Structured N plemental to, and ted from time to t 00,000,000 Serie e issued on, and of Final Terms c f this Pricing Sup companied by the ricing Suppleme ot be taken to ind curities or assum ectus or this Pri is Pricing Supple s Pricing Supplem on with regard to e to the Council o ned in this Pricin cing Supplemen import of such i g to the informat noted, as the cas JOINT ISSUIN STANBIC IBTC RS B A C A PITA L ED 30 Septem CTUS IC OF NIGERIA) ATING RATE ROGRAMME Note Programme d should be read time. es 1 (Tranche A are subject to t contained in this pplement and the e Shelf Prospect ent shall have the dicate that the Se mes responsibility cing Supplemen ement/Suppleme ment contains pa o the securities b of The Nigerian ng Supplement a nt is, to the best nformation and tion included in t se may be, since NG HOUSE & B C CAPITAL L L P LC RC 444999 mber 2014 NOTES established by S d in conjunction w ) Subordinated F the General Term Pricing Supplem e Shelf Prospect tus as amended e meanings ascr ecurities and Exc y for the correctn nt. No securities entary Shelf Pros articulars in com being issued her Stock Exchange and declare that t of their knowle that save as dis the Shelf Prospe e the publication BOOKRUNNER LIMITED RC 1031 Stanbic with the Floating ms and ment. To tus, the and/or ribed to change ness of will be spectus mpliance reunder e for the having edge, in sclosed ectus as n of the 1358

PRICING SUPPLEMENT/SUPPLEMENTAL SHELF PROSPECTUS · 2017. 7. 19. · 3. (a) Series Number 1 (b) Tranche A 4. Aggregate Nominal Amount ₦100,000,000 5. Redemption/Payment Basis If

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Page 1: PRICING SUPPLEMENT/SUPPLEMENTAL SHELF PROSPECTUS · 2017. 7. 19. · 3. (a) Series Number 1 (b) Tranche A 4. Aggregate Nominal Amount ₦100,000,000 5. Redemption/Payment Basis If

PRICING

This PricingIBTC Bank PShelf Prospe This documeRate Notes Conditions othe extent thprovisions o This Pricing supplementethem in the S The registraCommissionany statemeallotted or islater than twwith the req(the “Series admission o The Directotaken reasoaccordance herein, no oamended anShelf Prospe

LEA

FSDH

G SUPPLE

N=100,000,UN

Supplement is pPLC (“the Issuerectus, dated 30 S

ent constitutes th(“the Notes”) de

of the Notes as ahat there is any cof this Pricing Sup

Supplement maed from time to tShelf Prospectus

ation of the Shelf n (“the Commissents made or opssued on the baswo years after theuirements of the1 (Tranche A) N

of the Notes to the

rs of the Issuer onable care to e

with the facts ather significant nnd/or supplemenectus as amende

AD ISSUING HO

H MERCHANT

DU

T

MENT/SUP

ST

(INCO

000 SERIES

NDER A N=150BO

BO

prepared in connr” or “the Bank”). September 2014

he Pricing Suppleescribed herein. amended and/or conflict or inconspplement shall p

ay be used to offtime. Any capitas.

Prospectus and ion” or “SEC”) e

pinions or reportssis of the Shelf Pe date of the iss

e Commission forNotes” or “the Noe Daily Official L

accept responsinsure that the inand does not omnew factor, maternted from time toed and/or supple

OUSE & BOOKR

T BANK LIMIT

UNN LOREN

HIS PRICING

PPLEMENT

TANBIC IBTORPORATED WITH LIM

OFFER FO

1 (TRANCHE

0,000,000,00OOKBUILDING O

OOKBUILDING CL

nection with the This Pricing Sup

4 as amended an

ement relating toThe Notes descsupplemented b

sistency betweenrevail.

fer and sell the Nlised terms not d

this Pricing Supndorses or recos expressed in t

Prospectus read ue of the Shelf Pr the purpose of tes”). Applicationist of the Exchan

ibility for the infonformation contamit anything likelrial mistake or ino time has arisenemented from tim

RUNNER TED RC 199528

JOINT

MERRIF IELD

G SUPPLEME

TAL SHELF

TC BANK

MITED LIABILITY IN THE

OR SUBSCRIP

OF E A) SUBORD

00 STRUCTUR

OPENS: 22 SEPTE

LOSES: 25 SEPT

N=150,000,000,0pplement is supp

nd/or supplement

o the issue of ₦1cribed herein arey the Summary o

n the contents of

Notes only if accdefined in this Pr

pplement shall nommends the secthe Shelf Prospetogether with thi

Prospectus. Thisgiving informatio

n has been madenge.

ormation containained in this Pricly to affect the i

naccuracy relatingn or has been n

me to time.

S

BOOKRUNNER

D RC 688014 & UB

ENT IS DATE

F PROSPEC

PLC RC 125097

E FEDERAL REPUBLI

PTION

DINATED FLOA

RED NOTE PR

EMBER 2014

TEMBER 2014

000 Structured Nplemental to, andted from time to t

00,000,000 Seriee issued on, andof Final Terms cf this Pricing Sup

companied by thericing Suppleme

ot be taken to indcurities or assumectus or this Priis Pricing Supple

s Pricing Supplemon with regard toe to the Council o

ned in this Pricincing Supplemenimport of such ig to the informat

noted, as the cas

JOINT ISSUIN

STANBIC IBTC

RS BA CAPITAL

ED 30 Septem

CTUS

IC OF NIGERIA)

ATING RATE

ROGRAMME

Note Programme d should be readtime.

es 1 (Tranche A are subject to t

contained in this pplement and the

e Shelf Prospectent shall have the

dicate that the Semes responsibilitycing Supplemenement/Supplemement contains pao the securities bof The Nigerian

ng Supplement ant is, to the bestnformation and tion included in tse may be, since

NG HOUSE & B

C CAPITAL L

L PLC RC 444999

mber 2014

NOTES

established by Sd in conjunction w

) Subordinated Fthe General TermPricing Suppleme Shelf Prospect

tus as amendede meanings ascr

ecurities and Excy for the correctn

nt. No securities entary Shelf Prosarticulars in combeing issued herStock Exchange

and declare that t of their knowlethat save as dis

the Shelf Prospee the publication

BOOKRUNNER

LIMITED RC 1031

Stanbic with the

Floating ms and

ment. To tus, the

and/or ribed to

change ness of will be

spectus mpliance reunder e for the

having edge, in sclosed

ectus as n of the

1358

Page 2: PRICING SUPPLEMENT/SUPPLEMENTAL SHELF PROSPECTUS · 2017. 7. 19. · 3. (a) Series Number 1 (b) Tranche A 4. Aggregate Nominal Amount ₦100,000,000 5. Redemption/Payment Basis If

2

DESCRIPTION OF THE NOTES/ SUMMARY OF FINAL TERMS

1. Issuer Stanbic IBTC Bank PLC

2. Status of the Notes The Series 1 (Tranche A) Notes are direct, unsecured and subordinated obligations of the Issuer and will be subordinated to all senior indebtedness of the Issuer and claims of depositors of Issuer. The Notes shall however rank pari passu and without any preference among themselves and at least pari passu with the claims of all holders of Subordinated Indebtedness.

3. (a) Series Number 1

(b) Tranche A

4. Aggregate Nominal Amount ₦100,000,000

5. Redemption/Payment Basis If not redeemed earlier in accordance with the Early Redemption provisions, the Notes shall be redeemed in full on the Maturity Date

6. Interest Payment Basis Floating Rate (benchmarked to the 182-Day T-Bill)

7. Form of Notes Registered Notes; The Notes will be uncertificated, however, a Holder may elect to receive a certificate if required

8. Automatic/Optional Conversion from one Interest Payment Basis to another

Not Applicable

9. Tenor 10 (ten) years

10. Issue Date 30 September 2014

11. Trade Date Not Applicable

12. Business Centre Lagos

13. Additional Business Centre Not Applicable

14. Specified Denomination The Notes will be issued in denominations of ₦1,000 and integral multiples of ₦1,000 in excess thereof, subject to a minimum subscription amount of ₦25,000,000 and multiples of ₦5,000,000 thereafter

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15. Use of Proceeds1 The aggregate Issue proceeds for Series 1 (Tranche A and B) of ₦15,540,000,000, of which ₦100,000,000 represents the amount of Tranche A Notes and ₦15,440,000,000 represents the amount of Tranche B Notes, will be utilised as follows:

Description Amount in ₦’000

% of Allocation

Est. Tenor

Personal and Business Banking asset growth

₦15,277,538 98.31%

Up to 5 years

Expenses for this Issue

₦262,462 1.69%

Total ₦15,540,000 100%

In addition, subject to the approval of the CBN, the Notes will qualify for inclusion as tier II capital thereby increasing the Bank’s tier II capital in line with the new Basel II guidelines.

16. Calculation Amount Nominal Amount outstanding

17. Issue Price 100% of par value

18. Interest Commencement Date Interest will accrue from the Issue Date. The first Interest Payment Date shall be on 30 March 2015 and the Interest shall be due and payable every six (6) months thereafter, in arrears, up to and including the Maturity Date.

19. Interest Termination Date Earlier of Maturity Date, or a date specified for Early Redemption

20. Maturity Date 30 September 2024

21. Specified Currency Nigerian Naira (₦)

22. Business Day Convention Where an Interest Payment Date does not fall on a Business Day, such payment shall be postponed till the next Business Day. Provided that where such Business Day falls into the next calendar month, such Interest Payment Date shall be brought forward to the preceding Business Day

1 See Appendix 3 for detailed description of Use of Proceeds

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23. Trustee(s) UBA Trustees Limited

24. Calculation Agent First Registrars Nigeria Limited

25. Paying Agent First Registrars Nigeria Limited

26. Transfer Agent First Registrars Nigeria Limited

27. Specified office of the Calculation Agent, Paying Agent and Transfer Agent

2 Abebe Village, Iganmu, Lagos.

28. Final Redemption Amount ₦100,000,000

29. Unwind Costs Not Applicable

30. PARTLY PAID NOTES Not Applicable

31. INSTALMENT NOTES Not Applicable

32. FIXED RATE NOTES Not Applicable

33. FLOATING RATE NOTES

(a) Interest Payment Date(s) Interest on the Notes will be payable on 30 March and 30 September of each year (each an “Interest Payment Date”).

(b) Interest Period(s) Each period from and including one Interest Payment Date to, but excluding the next Interest Payment Date provided that the first Interest Period shall commence on the Interest Commencement Date (30 September 2014) and the last Interest Period shall conclude on, but exclude the last Interest Payment Date (30 September 2024).

(c) Definitions of Business Day (if different from that set out in Clause 1.5 (Definitions) of the Master Trust Deed

Not Applicable

(d) Interest Rate(s) Three month weighted average yield of the 182-day Treasury Bill (the “Benchmark Rate”) plus a margin (the “Margin”) per annum (such Margin to be established via bookbuilding and fixed for term of the Notes)

(i) Minimum Interest Rate Not Applicable

(ii) Maximum Interest Rate Not Applicable

(iii) Other terms relating to the Day Count Fraction: Actual/Actual (actual number

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5

method of calculating interest (eg Day Count Fraction, rounding up provision, if different from Condition 4(b) of the General Terms and Conditions of the Notes (Interest on Floating Rate Notes and Indexed Notes))

of days in a month and actual number of days in a Year)

(e) Manner in which the Interest Rate is to be determined

The rate of interest applicable to the Floating Rate Notes (the “Floating Rate”) during each Interest Period shall be determined by the Calculation Agent on the following basis:

(i) five Business Days prior to the first day of the relevant Interest Period (the “Interest Determination Date”), the Calculation Agent will determine the Benchmark Rate based on the weighted average yield of the 182-day Treasury Bills issued and published by the Central Bank of Nigeria (“CBN”) in the primary market auctions of the preceding three months;

(ii) the Interest Rate to be applied for the relevant Interest Period shall be set as the sum of the Benchmark Rate and the fixed Margin

(f) Interest Amount The Calculation Agent, in the case of Floating Rate Notes will, at or as soon as practicable after each time at which the Interest Rate is to be determined in relation to each Interest Period, calculate the Interest Amount payable in respect of each Note for such Interest Period.

The Interest Amount will be calculated by applying the Interest Rate for such Interest Period to the Calculation Amount and multiplying the product by the relevant Day Count Fraction, rounding the resulting figure to the nearest sub-unit of the Specified Currency (half a sub-unit being rounded upwards) and multiplying such rounded figure by a fraction equal to the Specified Denomination of the relevant Note divided by the Calculation Amount.

(g) Margin 1.20 per cent. per annum

(h) Reference Banks Not Applicable

(i) If ISDA Determination:

(i) Floating Rate Not Applicable

(ii) Floating Rate Option Not Applicable

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(iii) Designated Maturity Not Applicable

(iv) Reset Date(s) Not Applicable

(j) If Screen Rate Determination:

(i) Reference Rate (including relevant period by reference to which the Interest Rate is to be calculated)

Not Applicable

(ii) Interest Determination Date(s) Not Applicable

(iii) Relevant Screen Page Not Applicable

(iv) Relevant Time Not Applicable

(k) If Interest Rate to be calculated otherwise than by reference to (i) or (j) above

(i) Margin Not Applicable

(ii) Minimum Interest Rate Not Applicable

(iii) Maximum Interest Rate Not Applicable

(iv) Day Count Fraction Not Applicable

(v) Fall back provisions, rounding provisions and any other terms relating to the method of calculating interest for Floating Rate Notes

Not Applicable

(l) If different from Calculation Agent, agent responsible for calculating amount of principal and interest

Not Applicable

34. MIXED RATE NOTES Not Applicable

35. ZERO COUPON NOTES Not Applicable

36. INDEXED NOTES Not Applicable

37. EXCHANGEABLE NOTES Not Applicable

38. CREDIT LINKED NOTES Not Applicable

39. OTHER NOTES Not Applicable

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40. PROVISIONS REGARDING REDEMPTION/MATURITY

(a) Redemption at the Option of the Issuer (Call Option)

Applicable

If applicable:

(i) Optional Redemption Date(s) (Call)

On any date being five (5) years and one (1) day after the Issue Date.

(ii) Optional Redemption Amount(s) (Call) and method, if any, of calculation of such amount(s)

The redemption amount will be equal to the Nominal Amount outstanding on the date of redemption.

(iii) Minimum period of notice (if different from Condition 7.2 of the Final Terms (Early Redemption at the option of the Issuer (Call Option))

The Issuer may redeem the Series 1 (Tranche A) Notes upon giving not less than (30) days but not more than sixty (60) days’ notice of such redemption to the Noteholders.

(iv) If redeemable in part: Not Applicable

(A) Minimum Redemption Amount(s)

Not Applicable

(B) Higher Redemption Amount(s)

Not Applicable

(v) Other terms applicable on Redemption

(b) Redemption at the option of the Noteholders (Put Option)

Not Applicable

If applicable:

(i) Optional Redemption Date(s) (Put)

Not Applicable

(ii) Optional Redemption Amount(s) (Put) and method, if any, of calculation of such amount(s)

Not Applicable

(iii) Minimum period of notice (if different to Condition 5(f) of the General Terms and Conditions of the Notes (Redemption at the option of Noteholders (Put Option))

Not Applicable

Page 8: PRICING SUPPLEMENT/SUPPLEMENTAL SHELF PROSPECTUS · 2017. 7. 19. · 3. (a) Series Number 1 (b) Tranche A 4. Aggregate Nominal Amount ₦100,000,000 5. Redemption/Payment Basis If

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(iv) If redeemable in part:

(A) Minimum Redemption Amount(s)

Not Applicable

(B) Higher Redemption Amount(s)

Not Applicable

(v) Other terms applicable on Redemption

Not Applicable

(vi) Attach pro forma Put Notice(s) Not Applicable

(c) Early Redemption Amount(s) payable on redemption for taxation reasons and/or change of law or on Event of Default and/or the method of calculating same (if required or if different from that set out in Condition 5(d) of the General Terms and Conditions of the Notes (Redemption for Taxation reasons))

Nominal Amount outstanding on the date of redemption

41. GENERAL

(a) Other terms or special conditions Not Applicable

(b) Board approval for issuance of Notes obtained

14 April 2011

(c) Additional selling restrictions Not Applicable

(d) (i) International Securities Numbering (ISIN)

TBC post listing

(ii) Stock Code TBC post listing

(e) (i) Financial Exchange/ Listing An application will be made to list the Notes on the Nigerian Stock Exchange (“The NSE”) and FMDQ OTC.

(ii) Relevant sub-market of the Financial Exchange

Not Applicable

(f) Taxation The Notes are exempt from taxation in Nigeria by virtue of the Companies Income Tax (Exemption of Bonds and Short Term Government Securities) Order 2011 and the recent amendment to the Personal Income Tax Act.

(g) If syndicated, names of managers Stanbic IBTC Capital, FSDH Merchant Bank, Dunn

Page 9: PRICING SUPPLEMENT/SUPPLEMENTAL SHELF PROSPECTUS · 2017. 7. 19. · 3. (a) Series Number 1 (b) Tranche A 4. Aggregate Nominal Amount ₦100,000,000 5. Redemption/Payment Basis If

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Loren Merrifield and UBA Capital

(h) Receipts attached? If yes, number of Receipts attached

No

(i) Coupons attached? If yes, number of Coupons attached

No

(j) Credit Rating assigned to the Issuer/Notes/Programme (if any)

Issuer National Scale Long term rating Fitch AAA S&P AA- GCR AA-

(k) Issue Rating A by GCR

(l) Date of Issue of Credit Rating and Date of Next Review

Rating obtained on July 2014. Next review is approximately on or before the ratings expiration date as stated on the ratings report

(m) Stripping of Receipts and/or Coupons prohibited as provided in Condition 7(b) of the General Terms and Conditions of the Notes (Prohibition on Stripping)?

Yes

(n) Governing law The Notes and all agreements thereto will be governed by, and construed in accordance with the Laws of the Federal Republic of Nigeria

(o) Other Banking Jurisdiction Not Applicable

(p) Last Day to Register, which shall mean that the "books closed period" (during which the Register will be closed) will be from each Last Day to Register to the applicable Payment Day until the date of redemption

Fifteen (15) days ending on the due date for redemption of, or payment of any Interest in respect of that Note; (ii) after any Notes have been called for redemption by the Issuer pursuant to Condition 5 or (iii) following the issuance of default notice to the Issuer by the Trustee pursuant to Condition 11 of the General Terms and Conditions of the Notes.

(q) Stabilisation Manager (if any) Not Applicable

(r) Method of Distribution Offer for Subscription by way of book building.

(s) Total Notes in Issue (excluding current issue)

Not Applicable

(t) Rights of Cancellation The Notes will be delivered to investors after the Issue Date/Settlement Date through the settlement system of the CSCS provided that:

Page 10: PRICING SUPPLEMENT/SUPPLEMENTAL SHELF PROSPECTUS · 2017. 7. 19. · 3. (a) Series Number 1 (b) Tranche A 4. Aggregate Nominal Amount ₦100,000,000 5. Redemption/Payment Basis If

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(i) no event occurs prior to the settlement process being finalised on the Issue Date/Settlement Date which the Issuer (in its sole discretion) consider to be a force majeure event; or

(ii) no event occurs which the Issuer (in its sole discretion) considers may prejudice the issue, the Issuer or the Notes,

(each a Withdrawal Event), AND subject to clearance of the allotment of the Notes by the SEC.

If the Issuer decides to terminate this transaction due to the occurrence of a Withdrawal Event, this transaction shall terminate and no party hereto shall have any claim against any other party as a result of such termination. In such event, the Notes, if listed, will immediately be de-listed.

(u) Material Change Save as disclosed in the Shelf Prospectus as read together with this Applicable Pricing Supplement, there has been no material change in the Issuer's financial position since the date of the Issuer's last audited financial statements. After due and careful enquiry and consideration, carried out without the involvement of the auditors of the Issuer, the Issuer is satisfied that there has been no material change in its financial or trading position since the end of the financial year 2013.

(v) Responsibility Statements The Issuer certifies that to the best of its knowledge and belief, there are no facts that have been omitted which would make any statement in the Shelf Prospectus, as read together with this Applicable Pricing Supplement, false or misleading and that all reasonable enquiries to ascertain such facts have been made, as well as that the Shelf Prospectus as read together with this Applicable Pricing Supplement contains all information required by law and the ISA and SEC Rules and Regulations. The Issuer accepts full responsibility for the accuracy of the information contained in the Shelf Prospectus as read together with this Applicable Pricing Supplement, except as otherwise stated therein or herein.

The Issuer confirms that the SEC takes no

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11

responsibility for the contents of the information contained in the Shelf Prospectus as read together with this Applicable Pricing Supplement, makes no representation as to the accuracy or completeness of any of the foregoing documents and expressly disclaims any liability for any loss arising from or in reliance upon the whole or any part of the information contained in the Shelf Prospectus as read together with this Applicable Pricing Supplement.

(w) Other provisions Not Applicable

Page 12: PRICING SUPPLEMENT/SUPPLEMENTAL SHELF PROSPECTUS · 2017. 7. 19. · 3. (a) Series Number 1 (b) Tranche A 4. Aggregate Nominal Amount ₦100,000,000 5. Redemption/Payment Basis If

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APPENDIX 1: SERIES 1 TIMETABLE

DATE ACTIVITY RESPONSIBILITY

22 September 2014 Receive SEC approval to commence book building Issuing Houses and Bookrunners

22 September 2014 Commence book building Issuing Houses and Bookrunners

25 September 2014 Conclude book building Issuing Houses and Bookrunners

25 September 2014 Determine the fixed Margin for the Notes, Interest applicable for the first Interest Period and aggregate Principal Amount of Notes to be issued

Issuing Houses and Bookrunners

26 September 2014 Dispatch Allocation Confirmation Notices to Successful Participants

Issuing Houses and Bookrunners

26 September 2014 File updated Pricing Supplement with SEC Issuing Houses and Bookrunners

30 September 2014 Effect payment of Participation Amounts to Receiving Bank

Successful Participants

30 September 2014 Signing Ceremony All Parties

30 September 2014 Remit net Issue proceeds to the Issuer Receiving Bank

02 October 2014 File executed Issue documents with SEC Issuing Houses and Bookrunners

06 October 2014 File Allotment Proposal with SEC Issuing Houses and Bookrunners

on or around 15 October 2014

Receive SEC clearance of Allotment Issuing Houses and Bookrunners

on or around 16 October 2014

Announce Allotment Issuing Houses and Bookrunners

on or around 20 October 2014

Credit CSCS Accounts of Allottees/dispatch Note Certificates

Registrar

on or around 30 October 2014

Listing and commencement of trading in the Notes Stockbrokers

Page 13: PRICING SUPPLEMENT/SUPPLEMENTAL SHELF PROSPECTUS · 2017. 7. 19. · 3. (a) Series Number 1 (b) Tranche A 4. Aggregate Nominal Amount ₦100,000,000 5. Redemption/Payment Basis If

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APPENDIX 2: PROCEDURES FOR ALLOCATION AND ALLOTMENT 1. INVITATION FOR PARTICIPATION

Eligible Investors are hereby invited to place orders in respect of the Issue through the Issuing Houses and Bookrunners.

1.1 The book building process opens on 22 September 2014 and closes on 25 September 2014.

Orders must be for a minimum of N=25,000,000 and in integral multiples of N=5,000,000 thereafter.

1.2 Orders should be entered in the space provided in the prescribed commitment form in Appendix 5 attached to the Pricing Supplement/Supplemental Shelf Prospectus.

1.3 By completing the commitment form, each participant hereby agrees that the order is

irrevocable and, to the fullest extent permitted by law, the obligations in respect thereof shall not be capable of rescission or termination by any participant.

1.4 Participants may place orders for the Notes at any price within the price range subject to the

minimum participation amount and the terms and conditions stated on the commitment form.

1.5 A corporate participant should affix its official seal in the box provided and state its incorporation (RC) Number or, in the case of a corporate foreign subscriber, its appropriate identification/incorporation number in the jurisdiction in which it is constituted.

1.6 Upon the completion and submission of the commitment form, the participant is deemed to

have authorised the Issuer and the Issuing House to effect the necessary changes in the Pricing Supplement/Supplemental Shelf Prospectus as would be required for the purposes of filing an application for the clearance and registration of the Pricing Supplement/Supplemental Shelf Prospectus with the SEC. The commitment form shall be considered as the application form for the purposes of registration of the Pricing Supplement/Supplemental Shelf Prospectus with the SEC.

1.7 Participants shall not be entitled to withdraw/modify orders after the book building closing date.

1.8 The commitment form presents the participant with the opportunity to indicate up to three

optional bid margins within the indicated book build range, to be applied to the floating rate benchmark (3 month weighted average 182 day T-bill rate) and to specify the participation amount applicable to each option. The bid margins and the participation amounts submitted by the participant in the commitment form will be treated as optional demands from the participant and will not be aggregated.

1.9 After determination of the Interest Rate, the maximum participation amount specified by a

participant at or below the clearing price will be considered for allocation and the rest of the order(s), irrespective of the corresponding bid interest rate(s), will become automatically invalid.

1.10 The Issuer may give preference to applications received for Series 1 (Tranche A) Floating Rate

Notes over applications for Series 1 (Tranche B) Fixed Rate Notes, and allotments will be made accordingly

1.11 The Issuer in consultation with the Issuing Houses and Bookrunners reserves the right not to

proceed with the Issue at any time including after the book building opening date but before the allotment date without assigning any reason thereof.

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2. PAYMENT INSTRUCTIONS

Successful participants should ensure that payment of the participation amounts is received within 24 hours of allotment, via the CBN Real Time Gross Settlement System (“RTGS”) or the Nigerian Inter-bank System Electronic Funds Transfer (“NEFT”) or into the following designated issue proceeds accounts domiciled with the Receiving Bank:

ACCOUNT NAME ACCOUNT NUMBER SORT CODE

Stanbic IBTC Bank PLC Stanbic IBTC Series 1 Bond Issue 0012721017 221

3 ALLOCATION/ALLOTMENT

3.1 On the pricing date, the Issuing Houses and Bookrunners will analyse the demand generated at various price levels and, in consultation with the Issuer, finalise the Interest Rate and the allocations to each participant. Allocation confirmation notices will be sent to successful participants thereafter.

3.2 The Directors of the Bank, the Issuing Houses and Bookrunners reserve the right to accept or reject any application in whole or in part for not complying with the terms and conditions of the Issue.

3.3 Allotment of Notes will be effected only upon clearance of the Prospectus by the Commission. Allotment shall be effected by means of the following:

3.3.1 Allotment of Notes in Electronic Form (e-Allotment)

Participants are mandatorily required to specify their CSCS investor account number and CSCS clearing house number (CHN) in the spaces provided on the commitment form.

In addition to providing the above information: (a) Participants who want their Notes credited to a sub-account opened under a Primary

Dealer should tick the applicable box and indicate the Primary Dealer’s member code and name in the space provided on the Commitment Form.

(b) Participants who want their Notes credited to a standalone account are only required to tick the applicable box in the commitment form.

3.3.2 Allotment of Notes in Certificate Form

Note certificates in respect of allotted Notes will be dispatched by registered post to the specified addresses on the commitment form to the applicants who elect to receive the Notes in physical form, not later than 15 (fifteen) Business Days from the allotment date.

Participants must ensure that the name specified in the commitment form is exactly the same as the name in which the CSCS account is held. In case the application is submitted in joint names, it should be ensured that the beneficiary CSCS account is also held in the same joint names and are in the same sequence in which they appear in the commitment form. Credit to the CSCS account of investors shall be done no later than 15 (fifteen) Business Days from the date of clearance of allotment by the SEC.

12. PROCEDURE FOR PARTICIPATION AND ALLOCATION/ALLOTMENT (CONT.)

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4. BANK ACCOUNT DETAILS

4.1 Participants are required to indicate their bank account details in the space provided on the commitment form for the purposes of future payments of Coupon and the Principal Amount.

4.2 Participants are advised to ensure that bank account details stated on the commitment form are

correct as these bank account details shall be used by the Registrar for all payments indicated in 4.1 above in connection with the Notes.

Failure to provide correct bank account details could result in delays in credit of such payments or the issuance of cheques/warrants which shall be sent by registered post to the specified addresses of the affected investors. The Issuer, the Issuing Houses and Bookrunners, the Receiving Bank, the Trustees and the Registrar shall not have any responsibility nor will any of these specified parties undertake any liability for the same.

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APPENDIX 3: USE OF PROCEEDS

Stanbic IBTC Bank PLC plans to expand its operations significantly over the next five years in both its retail and corporate business units. The growth of the Personal and Business Banking (“PBB”) business in particular is key to the Bank’s strategy of growing its balance sheet with low cost deposits and lending to customers at more attractive lending rates. The aggregate net Issue proceeds from the issue (Tranche A and B) will be applied to lending in the PBB segment of the business. Below is a summary of the loan growth of the bank over the last four years.

2010  2011  2012  2013 

Net loans & advances (₦’m) 57,539  93,659  105,054  133,549  The above growth in the PBB loan book has been achieved on the back of a focused segment specific offering to the different customer groups in PBB. Moving forward, the Bank expects to focus on growing higher yielding quality assets, therefore the issue proceeds2 will be utilised as follows:

Description Amount in ₦ % of Allocation Est. Tenor

Personal and Business Banking asset growth

₦15,277,537,875 98.31% Up to 5 years

Expenses for this Issue ₦262,462,125 1.69%

Total ₦15,540,000,000 100%

In addition, subject to the approval of the CBN, the Notes will qualify for inclusion as tier II capital thereby increasing the Bank’s tier II capital in line with the new Basel II guidelines. The qualification of the Notes as tier II capital will provide capacity for the bank to grow its risk weighted assets by up to ten times the issue size. For the Notes to qualify for tier II capital, CBN requires that it meets certain minimum tenor and subordination provisions.

2 Includes proceeds received from both Tranche A and B

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APPEN

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ADDRESS IN FULL

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UNDER A PRIMARY DEALER)

CSCS (STANDALONE)

PRIMARY DEALER MEMBER

CODE (ONLY FOR SUB

ACCOUNTS)

CERTIFICATE

NAME OF PRIMARY DEALER

(ONLY FOR SUB ACCOUNTS)

BANK DETAILS (FOR E-PAYMENTS)

BANK NAME/BRANCH ACCOUNT NO

SIGNATURE 2ND SIGNATURE (CORPORATE/JOINT) COMPANY SEAL/RC NUMBER

(CORPORATE)

NAME/DESIGNATION OF AUTHORISED SIGNATORY (CORPORATE APPLICANT

ONLY)

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APPENDIX 6: PARTIES TO THE OFFER DIRECTORS AND COMPANY SECRETARY: Mr. Atedo N. A. Peterside, CON (Chairman) I.B.T.C. Place, Walter Carrington Crescent, Victoria Island, Lagos.

Mr. Yinka Sanni (Chief Executive) I.B.T.C. Place, Walter Carrington Crescent, Victoria Island, Lagos.

Mrs. Sola David-Borha (Non-Executive Director) I.B.T.C. Place, Walter Carrington Crescent, Victoria Island, Lagos.

Mr. Victor Williams (Executive Director) I.B.T.C. Place, Walter Carrington Crescent, Victoria Island, Lagos.

Mr. Obinnia Abajue (Executive Director) I.B.T.C. Place, Walter Carrington Crescent, Victoria Island, Lagos.

Mr. Wole Adeniyi (Executive Director) I.B.T.C. Place, Walter Carrington Crescent, Victoria Island, Lagos.

Mr. Arnold Gain (Non-Executive Director) 5 Simmonds Street, Johannesburg, South Africa.

Mr. Ratan I. Mahtani (Non-Executive Director) I.B.T.C. Place, Walter Carrington Crescent, Victoria Island, Lagos.

Mr. Moses O. Adedoyin (Non-Executive Director) I.B.T.C. Place, Walter Carrington Crescent, Victoria Island, Lagos.

Mr. Sim Tsabalala (Non-Executive Director) 5 Simmonds Street, Johannesburg, South Africa.

Mr. Samuel A. Cookey (Non-Executive Director) I.B.T.C. Place, Walter Carrington Crescent, Victoria Island, Lagos.

Mrs. Maryam Uwais MFR (Non-Executive Director) I.B.T.C. Place, Walter Carrington Crescent, Victoria Island, Lagos.

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Mrs. Ifeoma L. Esiri (Non-Executive Director) I.B.T.C. Place, Walter Carrington Crescent, Victoria Island, Lagos.

Dominic Bruynseels (Non-Executive Director) I.B.T.C. Place, Walter Carrington Crescent, Victoria Island, Lagos.

Company Secretary Mr. Chidi Okezie I.B.T.C. Place, Walter Carrington Crescent, Victoria Island, Lagos.

Lead Issuing House & Bookrunner/Placing Agent: FSDH Merchant Bank Limited

UAC House (5th-8th Floors), 1/5 Odunlami Street, Lagos

Joint Issuing House & Bookrunner/Placing Agent: Stanbic IBTC Capital Limited

I.B.T.C. Place, Walter Carrington Crescent Victoria Island, Lagos

Joint Bookrunners/Placing Agents: Dunn Loren Merrifield 10th Floor

Elephant House 214 Broad Street Lagos UBA Capital Plc UBA House (6th Floor) 57 Marina, Lagos

Trustee: UBA Trustees Limited

UBA House (2nd Floor) 57 Marina, Lagos

Transaction Counsel: Olaniwun Ajayi LP The Adunola, Plot L2, 401 Close, Banana Island, Ikoyi, Lagos

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Issuer’s Counsel: Udo Udoma & Belo-Osagie St. Nicholas House (10th Floor),

Catholic Mission Street, Lagos Island, Lagos

Trustee’s Counsel: Banwo & Ighodalo 98 Awolowo Road, Ikoyi, Lagos.

Registrars: First Registrars Limited

2 Abebe Village, Iganmu, Lagos.

Stockbrokers: Stanbic IBTC Stockbrokers Limited

I.B.T.C. Place, Walter Carrington Crescent Victoria Island, Lagos

Reporting Accountants: PricewaterhouseCoopers

252E Muri Okunola Street, Victoria Island, Lagos.

Issue Rating Agency: Global Credit Rating Co. Limited 17th Floor, New Africa House 31 Marina Lagos

Receiving Bank: Stanbic IBTC Bank PLC I.B.T.C. Place, Walter Carrington Crescent Victoria Island, Lagos