zenith draft prospectus 2105 - meristem.com.ng abridged... · ... zenith capital limited, access...
TRANSCRIPT
RC 125384
H
AM
BA
K :
01
-26
32
07
7,7
21
88
76
H
2
SUMMARY OF THE OFFER
1.
ISSUER :
Zenith Bank Plc
2.
JOINT ISSUING HOUSES : Zenith Capital Limited, Access Bank Plc, FBN Capital Limited and IBTC Chartered Bank Plc
3. SHARE CAPITAL
Authorized: N7,500,000,000 divided into 15,000,000,000 Ordinary Shares of 50k each.
Issued and fully paid: N5,790,952,687.50 divided into 11,581,905,375 Ordinary Shares of 50k each.
Now being offered: 1,763,000,000 Ordinary Shares of 50k each.
4.
PURPOSE:
USE OF PROCEEDS:
The essence of the Offer is to enable the Bank meet the ever increasing call from its numerous clients
for financing and to sustain its cutting-edge technology for effective first class service in the desire to
surpass superior performance.
The net proceeds of N65,837,472,000 after deducting the cost of the Offer estimated at
N2,743,228,000 representing 4% of gross proceeds, would be utilized as follows:
N'million %
2,633 4.00%
3,950 6.00%
26,335 40.00%
32,918 50.00%
65,837 100%
Information & Communication technology upgrade
Expansion of branch network
Incremental working capital.
TOTAL
Project and Infrastrucure Finance
Note: * Document and Enterprise Management Solutions, bank-wide communication infrastructure upgrade and improvement of PS power systems. ** Expansion of branch network – Sixty (60) new branches are proposed to be constructed within the next eighteen (18)
months *** The Bank intends to actively participate in real sector and infrastructural financing
5. METHOD OF OFFER : Offer for Subscription
6.
UNITS OF SALE:
A minimum of 1,000 and multiples of 100 thereafter.
7. OFFER PRICE:
N38.90 per share.
8. PAYMENT: In full on application
9.
MARKET
CAPITALISATION AT
OFFER PRICE
(PRE-OFFER ):
N450,536,119,083.00
10.
MARKET
N583,479,121,825.00
CAPITALISATION AT
OFFER PRICE
(POST-OFFER ):
It should be noted that Post-Offer Market Capitalization includes a Rights Issue of 1,654,557,911
being offered simultaneously.
11. PREFERENTIAL
ALLOTMENT:
A maximum of 705,200,000 ordinary shares, representing 40% of the Offer, out of the underwritten
portion, shall be preferentially allotted to staff and core customers of the Bank
12. UNDERWRITING:
N54,864,560,000.00 representing 80% of the Offer is underwritten on firm basis in accordance
with SEC’s regulations, with underwriting commitments as stated below:
Underwriters Amount of Commitment (N)
Access Bank plc 12,500,000,000.00
First Bank of Nigeria Plc 12,500,000,000.00
IBTC Chartered Bank Plc 12,500,000,000.00
Zenith Securities Limited 5,864,560,000.00
Zenith Capital Limited 5,000,000,000.00
FutureView Financial Services Limited 3,000,000,000.00
Afrinvest (W.A) Limited 2,500,000,000.00
Vetiva Capital Management 1,000,000,000.00
13. OPENING DATE December 6, 2007 14. CLOSING DATE January 17, 2008
15. FINANCIAL SUMMARY
(Extracted from the Reporting Accountants’ Report)
30
Profit before taxation N25
Profit after taxation 18
Dividend 9,
Share capital 4,Net assets
Total assets 97
Earnings per share - basic 19
Earnings per share - adjusted 19
Dividend per share (kobo) 10
-
Earnings per share (basic) is calculated by u
Actual dividend per share is based on the or
Earnings and dividend per share (adjusted) i
----Group-----
/06/07 30/06/06 ’000 ,676,331
N’000 15,589,826
,457,118
11,817,917
265,524
6,600,000
632,762 4,586,744
2,822,129
619,341,183
9 129 8
128
0
72
sing the weighted average number of
dinary shares in issue as at balance sh
s calculated by using the number of s
------------- Bank---------------
3
30/06/05 30/06/04 30/06/03 N’000 9,164,787
N’000 6,404,885
N’000 5,440,471
7,124,084
5,346,307
4,376,845
4,200,000
2,167,977
1,083,989
3,000,000
1,548,555
1,548,555
329,716,511
193,321,489
112,534,638
119 173 141 77
58
47
70
70
35
shares in issue during the period as the denominator.
eet date.
hares in issue as at 30 June 2007 as the denominator.
4
Contribution of the Bank to the Group for the year ended 30 June, 2006 and 2007
(Extracts from theAudited Accounts
for the Financial Year Ended 30
June, 2006 and 2007) N'000
30/06/07 30/06/06
Profit before taxation
N’000
23,288,828
N’000
15,154,091
Profit after taxation
17,509,145
11,488,800
Dividend
9,265,524
6,600,000
Share capital 4,632,762 4,586,744
Total assets
883,940,926
610,768,300
Earnings per share - basic 189 125
Earnings per share - adjusted
189
124
Dividend per share (kobo)
100
72
16. FORECAST OFFER STATISTICS:
Extracted from the Reporting Accountants’ Report)
Year Ending 30 June 2008 2009 2010
Forecast earnings per 50 kobo share 191.7 281.7 378.6 Forecast earnings yield at the Offer price - % 4.9 7.2 9.7 Forecast dividend per 50 kobo share 105.0 120.0 135.0 Forecast dividend yield at the Offer price of N38.90 - % 2.7 3.1 3.5 Forecast price/earnings ratio at the Offer price of N38.90 20 14 10
Forecast earnings and dividend per share for the year ending 30 June 2008 is based on 11,581,906,000 ordinary shares of 50 kobo each that
will be on issue at that date while for the years ending 30 June 2009 and 2010, they are based on 14,999,464,000 ordinary shares of 50 kobo
each that will be on issue at the respective balance sheet dates. The ordinary shares to be issued in the Offer for subscription and Rights issue
will not qualify for dividend during the year ending 30 June 2008.
5
17. ZENITH BANK GROUP STRUCTURE IN DIAGRAM
UK
100% 100% 80% 100%
88% 100% 100%
6
18. CORPORATE DIRECTORY: Zenith Bank Plc operates from 286 locations (including 85 cash offices) throughout the Federation. The Corporate Head Office and a few of the Area Offices including Zenith Bank Ghana and London are listed below with their addresses and telephone numbers.
Head Office Plot 87 Ajose Adeogun Street, Victoria Island, Lagos
Tel: 234-1-2620727, 2610249, 4618301, 4618311, 4618321, 2703141, 2703151 Fax: 2618212 E-mail: [email protected] Website: www.zenithbank.com
Other Zonal Offices Abuja (Maitama)
House 13, Plot 991, Maitama Zone, Opposite Nicon Nuga, Hilton Hotel Abuja Tel: 234-9-4131841-2, 4132140-1, 4130818, 4131858, 4132252 Fax: 4131853 E-mail: [email protected]
Apapa (Warehouse Road) 15, Warehouse Road, Apapa, Lagos Tel: 234-1-5451934-5. 8160143, 5457308. 7911041 Fax: 5450637 E-mail: [email protected]
Benin 126, Akpakpava st. Benin city. Edo State. Tel: 234-52-259507, 254533, 253509 Fax: 253509,256442 E-mail: [email protected]
Enugu 12, Opara Avenue, Enugu, Enugu State. Tel: 234-42-250811, 256923, 251164 Fax: 252044,252031 E-mail: [email protected]
Ibadan (Dugbe) 1A, Obafemi Awolowo Way,(J-Allen Round About) Opposite General Post Office, Ibadan, Oyo State. Tel: 234-2-2412627, 2411907 Fax: 2412628 E-mail: [email protected]
Ikeja (Oba Akran)
24, Oba Akran Avenue, Lagos Tel: 234-1-4937223, 4934960, 8161223, 8161229 Fax: 4937206 E-mail: [email protected]
Kaduna 7, Kachia Road, Kaduna-South, Kaduna State. Tel: 234-62-233372-3, 231742-4 Fax: 233372 E-mail: [email protected]
Kano 2, Tafawa Balewa/Murtala Mohammed Way, Kano, Kano State Tel: 234-64-639937, 634056 Fax: 646705,639948,634156 E-mail: [email protected]
Port Harcourt 7 Trans-Amadi Industrial layout, Port Harcourt, Rivers State Tel: 234-84-238363-5, 234598 Fax: 239430 E-mail: [email protected]
Ghana (Accra) Premier Towers, Liberia Road, PMB CT 393 Tel: (233) 21 660087, 660075, 660079,660091, 660093,660095 E-mail: [email protected]
London
39 Cornhill EC3V 3NU London Tel: 009-44-0207-1053950-51 Fax:776-835-176
7
19. CLAIMS AND LITIGATION: The Bank is, in its ordinary course of business, presently involved in a total of 27 (twenty-seven) cases.
The said 27 (twenty-seven) cases comprise of, 26 (twenty-six) cases of court of first instance instituted against the Bank as Defendants and 1 (one) appeal lodged against the Bank in connection with one (1) case in which judgment had previously been delivered in favour of the Bank. The Bank had Counter-Claimed in 3 (three) out of the said 27 (twenty-seven) cases. The total sum being claimed against the Bank in the 26 (twenty-six) cases is approximately N566,456,946.90 (Five Hundred and Sixty-Six Million, Four Hundred and Fifty-Six Thousand, Nine Hundred Forty-Six Naira and Ninety Kobo only) and USD1,000 (One Thousand US Dollars), while the total sum being claimed by the Bank in the 3 (three) cases it had Counter-Claimed is appropriately N203,263,451.60 (Two Hundred and Three Million, Two Hundred and Sixty-Three Thousand, Four Hundred and Fifty-One Naira, Sixty Kobo only). The Solicitors to the Bank are of the opinion that the possible liability that may accrue to the Bank from the cases pending against the Bank is unlikely to exceed the sum of N75,000,000 (Seventy Five Million Naira only). The Directors of the bank are of the opion that non of the afore mentioned cases is likely to have any material adverse effect on the Bank and on the contemplated transaction, and are not aware of any other pending and or threatened claims or litigation.
20. QUOTATION: The whole of Zenith Bank’s issued capital is listed on the Exchange. An application has
been made to the Council of the Exchange for the admission to its Daily Official List of the 1,763,000,000 ordinary shares now being offered for subscription.
21. STATUS: The new shares now being offered for subscription shall rank pari passu in all respects with the issued ordinary shares of the Bank.
22. QUALIFICATION The shares qualify as securities in which pension fund assets may be invested under the Pension Reform Act 2004 and in which Trustees may invest under the Trustee Investment Act. Subscribers to this Offer will qualify for dividends which may be declared for the Bank’s 2007/2008 financial year ending 30 June 2008, notwithstanding the fact that the forecast dividend for 2008 was based on pre-offer number of shares.
23. OFFSHORE INVESTORS Offshore investors can participate in the Offer through foreign currency denominated subscription in line with S.17 of the Nigerian Investment Promotion Commission Act, Cap N.117 LFN 2004 and in compliance with rules 209 and 210 of SEC Rules and Regulation and the Nigerian Stock Exchange guidelines on foreign investment through the Nigerian Stock Market. Payment will be domiciled with a correspondent bank of the Receiving Banks, through bank transfers or cheques for onward remittance to the Receiving Banks as cash payments in any currency are not allowed for investments in securities in Nigeria. The applicable exchange rate will be the ruling autonomous rate on the date of subscription. The Receiving Bank and Zenith Bank shall arrange the necessary Certificate of Capital Importation for valid subscribers at the conclusion of the Offer.
24. SHARE CERTIFICATE Share certificates in respect of the shares allotted will be sent by electronic transfer to the CSCS account of allotees not later than 15 working days from the date of allotment. Investors are hereby advised to state the name of their stockbroker as well as their CSCS account number in the space provided on the Application Form. However, investors without CSCS numbers will receive their certificate by registered post within 15 working days of the date of the allotment.
25. OVER SUBSCRIPTION In the event of over subscription, the excess monies not exceeding 25% of the oversubscription may be capitalized in line with SEC’s Rules and Regulation (Rule 64 (4) (a)) and additional shares allotted subject to the approval of the Directors of Zenith Bank and SEC. The supplementary proceeds will be used for similar purposes as stated in the prospectus and a revised forecast and supplementary information shall be filed with the SEC.
DIRECTORS AND OTHER PARTIES TO THE OFFER
8
DIRECTORS Mr. Macaulay Pepple (Chairman)
Close 46
House 11
Satellite Town
Lagos
Mr. Jim Ovia MFR (Managing Director/CEO)
Plot 87, Ajose Adeogun Street
Victoria Island
Lagos
Mr. Godwin Emefiele (Deputy Managing Director)
Plot 87, Ajose Adeogun Street
Victoria Island
Lagos
Mr. Apollos Ikpobe (Executive Director)
Plot 87, Ajose Adeogun Street
Victoria Island
Lagos
Mr. Elias Igbin-Akenzua (Executive Director)
Plot 87, Ajose Adeogun Street
Victoria Island
Lagos
Mr. Peter Amangbo (Executive Director)
Plot 87, Ajose Adeogun Street
Victoria Island
Lagos
Udom Emmanuel (Executive Director)
Plot 87, Ajose Adeogun Street
Victoria Island
Lagos
Andy Ojei (Executive Director)
Plot 87, Ajose Adeogun Street
Victoria Island
Lagos
Sir Samuel Parma Ogoefuna Fortune-Ebie
14, Elegbata Street
Off Apongbon Street
Lagos
9
Chief Eddy Martins Egwuenu
290, Ajose Adeogun Street
Victoria Island
Lagos
Professor Leonard Fidelis Ozoba Obika
12 Idigie Abhala Street
Off Osifo Jegunme Street
Off Evbuomie
Benin City
Edo State
Mr. Babatunde Adeniyi Adejuwon
Plot 229
Block 1B
Amuwo Odofin GRA
Festac
Lagos
Sir Steven Omojafor
21 Road, E1 Close, House 4
Festac Town
Lagos
COMPANY SECRETARY
Alhaji Baba Tela
Block A28, Flat 1
Apo Legislative quarters
Abuja, FCT
Mr. Michael Osilama Otu
Plot 87, Ajose Adeogun Street
Victoria Island
Lagos
REGISTERED OFFICE Plot 84, Ajose Adeogun Street,
Victoria Island,
Lagos
Website: www.zenithbank.com
E- mail: [email protected]
Tel: 2620727, 4618301, 4618311, 2703141, 2703161
Fax: 2618212
LEAD ISSUING HOUSE/ FINANCIAL ADVISER
Zenith Capital Limited
Plot 87, Ajose Adeogun Street
Victoria Island
Lagos
10
JOINT ISSUING HOUSES Access Bank Plc
1665 Oyin Jolayemi Street
Victoria Island
Lagos
FBN Capital Limited
16 Keffi Street
South – West Ikoyi
Lagos
IBTC Chartered Bank Plc
IBTC Place
Walter Carrington Crescent
Victoria Island
Lagos
LEAD STOCKBROKER TO THE OFFER Meristem Securities Limited
124, Norman Williams Street
South- West,
Ikoyi
Lagos
JOINT STOCKBROKERS TO THE OFFER
Apel Asset & Trust Ltd
23/25 Martins Street
Lagos
APT Securities Limited
Church house (5th Floor)
29, marina
Lagos
Camry Securities Limited
Wesley House Annex
21/22 Marina
Lagos
Capital Assets Limited
8th Floor, Bookshop House
50/52, Broad Street
Lagos
Clearview Investment and Trust Limited
6th Floor, NCR Building
6, Broad Street
Lagos
Falcon Securities Limited
31, Marina
Lagos
11
Finmal Finance Services Limited
BON Building , 7th Floor
Plot 785 Herbert Macaulay way
Central Area
Abuja
FutureView Securities limited
Plot 161D, Aufu Taylor close
Off Idejo Street
Victoria island
Lagos
IBTC Asset Management
I.B.T.C Place
Walter Carrington Crescent
Victoria Island
Lagos
ICON Stockbrokers Limited
Medife House (3rd Floor)
58/60 Broad Street
Lagos
Lambeth Trust & Investment Company Limited
4/6 Mobolaji Bank Anthony Street
Off Broad Street
Lagos
Lead Capital Limited
Plot 281 Ajose Adeogun Street
Victoria island
Lagos
Marina Securities Limited
10, Amodu Ojikutu Street,
Victoria Island
Lagos
Pyramid Securities Limited
ICON House 8th Floor
Plot 999F Idejo Street
Victoria Island
Lagos
12
Signet Investments & Securities Ltd
Signet Suite, Church House
29, Marina,
Lagos
Strategy & Arbitrage Limited
Conoil House, Bull Plaza (18th Floor)
38/39 Marina
Lagos
Tiddo Securities Limited
First Floor, Left Wing, Labour House
Central Area
Abuja
UNEX Securities and Investment Limited
3 Biaduo Street
Off Keffi Street
South-West Ikoyi
Lagos
Vetiva Capital Management Limited
266B Kofo Abayomi Street
Victoria Island
Lagos
Zenith Securities Limited
87, Ajose Adeogun Street
Victoria Island
Lagos
AUDITORS TO THE BANK PricewaterhouseCoopers
Plot 252E Muri Okunola Street
Off Ajose Adeogun Street
Victoria Island
Lagos
REPORTING ACCOUNTANTS Akintola Williams Deloitte
(Chartered Accountants)
235, Ikorodu Road
Ilupeju
Lagos
SOLICITORS TO THE BANK The Law Union
10, Balarabe Musa Crescent
Victoria Island
Lagos
13
SOLICITORS TO THE OFFER Banwo & Ighodalo
98 Awolowo Road
South-West Ikoyi
Lagos
REGISTRARS TO THE OFFER Meristem Registrars Limited
305, Herbert Macaulay
Yaba
Lagos
RECEIVING BANKER Access Bank Plc
1665 Oyin Jolayemi Street
Victoria Island
Lagos
IBTC Chartered Bank Plc
I.B.T.C. Place
Walter Carrington Crescent
Victoria Island
Lagos
First Bank of Nigeria Plc
35 Marina
Lagos
JOINT UNDERWRITERS Access Bank Plc
1665 Oyin Jolayemi Street
Victoria Island
Lagos
Afriinvest (W.A)
Foreshore Towers
2A Osborne Road
Ikoyi
Lagos
First Bank Plc
35 Marina
Lagos
FutureView Financial Services Limited
161D Aufu Taylor
Off Idejo Street
Victoria Island
Lagos
14
IBTC Chartered Bank Plc
I.B.T.C. Place
Walter Carrington Crescent
Victoria Island
Lagos
Vetiva Capital Management Limited
266B Kofo Abayomi Street
Victoria Island
Lagos
Zenith Capital Limited
Plot 87, Ajose Adeogun Street
Victoria Island
Lagos
Zenith Securities Limited
87, Ajose Adeogun Street
Victoria Island
Lagos
15
THE CHAIRMAN’S LETTER
The following is the text of a letter received from Mr. Macaulay Pepple, Chairman of the Board of Directors of Zenith Bank Plc:
The Economic Environment: The focus of monetary and fiscal policies in recent times has been the achievement and sustenance of low inflation and stable exchange rates as well as strengthening the exchange rate and encouraging lower rates of interest. Accordingly, the national currency has continuing to record appreciation against the dollar and a number of other major currencies to the extent that exchange rate which, as at end of 2006 stood at N129 to the US$, declining further to N127 to the US$ in June, 2007 and the naira still continues to wax stronger, hence the 2008 national budget predicated on N117 to the US$.
In the same way, year-on-year inflation rate dropped from as high as 17.80% as at December 2005 to as low as 8.20% as at the same period in 2006 and has further dropped to about 6.40% as at end of June 2007. Similarly, the introduction of Monetary Policy Rate (MPR) in December 2006, interest rate volatility has been dampeneed considerably. A combination of all of these accounts for the relative current economic stability.
Political Environment: Nigeria, for the first time since Independence, has witnessed a peaceful transition from one Civilian administration to another. Whilst there are pockets of post election petitions and electoral tribunals revisiting certain cases of alleged electoral malpractices, the respect for the rule of law under the present administration in Nigeria, is an indication that the nation is moving towards sustainable political stability, making the economy conducive for investment. Equally important is the fact that the administration is not taking the issue of corruption any less importantly than the past administration. The combination of all these, coupled with the relative impressive returns on investment in recent times, make the economy a choice of investors.
History and Business of the Bank
History
Zenith Bank was incorporated as a private limited liability company by a group of Nigerians (including the Managing Director/Chief Executive) on 30 May 1990. The Bank received its commercial banking license on 20 June 1990 and commenced operations on 16 July 1990.
On 21 April 2004, the shareholders of the Bank approved the subdivision of its shares from N1 to 50 kobo, conversion of the Bank to a public limited liability company (“Plc”) and a listing on the Exchange via an Initial Public Offer (“IPO”). Consequently, the Bank became a Plc on 20 May 2004 and under took an IPO which was 554% subscribed. The entire share capital of the Bank was subsequently listed on the floors of the Nigerian Stock Exchange on 21 October, 2004.
Business
Zenith Bank is engaged in the provision of universal banking services to corporate, commercial and individual customers. The Bank provides such banking services as savings and current accounts, treasury and financing services, investment banking, equipment leasing, trade financing, funds management, import and export finance, amongst others, to the wholesale and retail market with a special focus on top-tier customers. Products such as smart cards (electronic purses), Telelink (telephone banking), Zenith view facilities (internet banking) and Western Union money transfer are also offered to customers.
The Bank has a strong and consistent earnings record, as well as solid capital and liquidity positions. In addition, the Bank’s strong asset quality magnifies its strength in the local environment and the Bank’s operations are highly automated.
The Bank’s professionalism combined with its conservative banking posture has enabled it to achieve significant success since inception. The Bank also has a sales-driven culture, which enables it to cross sell products and services. Zenith Bank has maintained a steadily rising profit trend over the past five years.
Some notable strengths of the Bank include:
16
• Strong asset quality and low level of credit losses • Continuously improving profitability and strong revenue generation • Strategic repositioning and diversified funding mix • Well capitalized, strong liquidity position and refinancing ability • Highly automated and technologically advanced systems throughout its branch network • Strong market share • Competent and well tested key management • Excellent customer base • Strong brand Despite operating in an industry where most products are fairly homogeneous, the Bank has continued to surpass performance projections, despite heightened competition in the post consolidated banking industry. As at 30 June 2007, the Bank’s total assets and contingents totaled N1,178.39 billion, profit before tax was N23.29 billion. The Bank also has significant liquidity and a strong capital base, with a continuous capital build-up through the retention of profits.
Products and Services Zenith Bank’s products and services are customized to meet the specific needs of its customers and include the following:
(a) Credit Products
• Term Loan • Overdraft (O/D) • Drawing Against Uncleared effects • Cheque Purchase/Value Date Concession • Commercial Papers (CP) • Lease Finance • Import Finance Facility (IFF) • Export Finance • Import Duty Payment Line
(b) Contingent Liabilities/Off-Balance Sheet Financing • Unconfirmed LC • Confirmation Line • Usance Facility • Deferred Payment LC • Bid Bond • Performance Bond • Advance Payment Guarantee (APG) • Bank Guarantee • Customs Bond • Bills for Collection (BC)
(c) Treasury Products
• Fixed Deposit • Call Deposit • Individual Retirement Account (IRA) • Commercial Paper (CP) • Guaranteed Commercial Paper (GCP) • Bankers Acceptance (BA) • Treasury Bills (T-Bills) • CBN Certificate / National Savings Certificate • Cash Management Service (CMS) • Settlement Bank for the CSCS
(d) E-business Products
• Valucard • Telelink • Internet Banking • GSM Banking • View facility • Online bill payment/Automated Direct Payment • InterSwitch - EazyPay and SwiftPay
(e) Liquidity/Cash Management Products
• Collections • Suppliers Payment Service
17
• Cash delivery /Cash pick-up service • Teller Implant (in cash offices)
(f) 3rd Party Logistic Providers Scheme
• Key Distributors (KD) Scheme • Indenting Agents scheme / LPO finance • Invoice Discounting Facility (IDF)
(g) Collection of Taxes (h) Funds Transfer Products
• Western Union Money Transfer • NIBSS Fast Fund • Draft Issuance Service (D.I.S)/ Flow-line • ZIB Internal Transfer • Capital Importation • Direct Debit Order / Standing Instruction
(i) Form A Transactions/Invisibles
• Travellers Cheques (PTA/BTA) • Remittances
(j) Investment Banking
• Corporate finance • Fund management • SME Finance/Venture Capital • Capital Issues • Project Finance • Loan Syndication • Trusteeship/Custodian Banking • Financial/Business Advisory • Securitization
(k) Special Credit Products (MCP Group) • US-EXIM Bank facilities • IFC Trade / Project finance facilities • ADB (private sector windows) • Bank of Industry facility • NEXIM facilities • Private Banking
Financial Performance Ratings
The Bank’s consistent and impressive performance has received endorsements from local and international financial analysts and rating
agencies.
Zenith Bank Plc has established a high record of quality risk assets with, the loans and credit facilities extended to market leaders and
multinational corporations. The Bank also has a rigorous credit assessment process as confirmed by Fitch’s rating of AA- (2003-2004) and
A+ National (2007), describing the Bank’s rating as reflecting “its solid domestic franchise, good asset quality and sound earnings record”.
Recently, Zenith Bank was named as “2007 Quoted Company of the Year” by the Nigerian Stock Exchange. Also, THISDAY newspaper
and African Banker magazine, at different events within the year, named Zenith Bank as “Most Corporate Socially Responsible Bank” in
Nigeria and Africa respectively.
The London Financial Times, publishers of “The Banker” magazine rated Zenith Bank as the “Bank of the Year 2005”.
For three consecutive years (2004 – 2006), Zenith Bank has emerged the best over all winner of the Web-jurist award by Philips Consulting,
clinching first position in all six parameters used namely: aesthetics, technical, e-finance services, customer experience, performance and
content.
Since 2002, Agusto & Co., Nigeria's foremost industry analysts and financial consultants assigned a “Aaa” rating to the bank, ranking it
amongst the best in the country. With this rating, the Bank is recognized as “a financial institution of impeccable financial condition and
overwhelming capacity to meet obligations as and when they fall due.” The Bank has maintained this rating for six consecutive years, and is
18
the first indigenous bank to achieve such an enviable status.
Risk and Mitigating Factors Investors should be aware that there are risks associated with equity investments in the Stock Market. Additionally there are a number of
credit risks specific to the Bank in particular and the sector in which the Bank operates generally. Some of the risk factors may be outside the
control of the Bank, its Directors and senior management team which may have impact on the operating and financial performance of the
Bank.
Credit risk generally relates to financial losses arising from the failure of the customer or counter party to honour its obligation under a
contract. It arises principally from lending, trade finance, treasury and leasing activities.
Mitigating Factors
Zenith Bank has dynamic standards, policies and procedures to monitor, control and mitigate all of these risks through a Credit Risk
Management Group (CRMG). The CRMG among others is mandated to provide high level centralized management of credit risk for the
Bbank. The Group reports to the Managing Director/Chief Executive Officer and its responsibilities include the following:
Setting the Bank’s credit policies
Establishing and maintaining the Bank’s credit and exposure policy
Performing an independent review and objective assessment of credit risk
Reviewing the efficiency and effectiveness of credit approval processes
Reporting to executive management on aspects of the Bank’s loan portfolio in such areas as risk concentration to industry sectors, large
customer group exposures, and large non-performing accounts and provisions.
Bank Specific Risk
Zenith Bank is not exposed to any known risk specific to its operations other than such risks as actual and inherent losses arising from
individually identified non-performing accounts. However, Zenith Bank has maintained an the average loan loss provision of below 2%, the
lowest in the industry against the average loan loss provision of 18%.
Industry/Sector Risk
This represents the risk that the value of on and off balance sheet positions of a bank is affected by movements in market rates such as interest
rates, exchange rates, equity prices and/or commodity prices resulting in a loss to earnings and/or capital.
Zenith Bank has a risk management unit with responsibility to assess, monitor and manage market risk for the Bank. The primary objective
of this unit is to establish on an ongoing basis a comprehensive and independent market risk control framework.
Political Risk
Nigeria is an emerging democracy still not completely immune from the natural uncertainties attaching to the development of democracy.
The stability of democracy will by no means stabilise the micro and macro economy. However the Bank has no control over risk associated
with the above heading.
Currency Risk
Though the risk created by the frequent changes in the exchange rate of the Naira vis-à-vis other currencies has been relatively reduced over
the years. This is because the exchange rate of the Naira has not only been relatively stable but has appreciated against the US Dollar. In order
to further provide a safety net for unforeseen currency fluctuation, Zenith Bank has put in place policies to capture changing circumstances in
the domestic and international currency markets.
19
Environmental Risk
Zenith Bank operates in compliance with all applicable environmental standards. All offices of the Bank have adequate safety devices to
combat fire and other environmental threats that could arise in the normal course of business.
Unclaimed Dividend
We commenced e-dividend payment, as notified in the Bank’s 2005 audited reports, for shareholders who wish for their dividends to be paid
directly to their bank accounts should give such mandate to the Bank’s Registrars. Appreciable number of members of the Bank did so,
resulting in an outstanding amount of N300 million (out of N4.2 billion as at January 26, 2006) as unclaimed dividend. Exact figure
outstanding at the Bank’s current financial year ending June 30, 2006 shall be published in the Bank’s Audited Financial Statement as at that
date.
In recent times, shareholders of the bank are encouraged to lodge complaints relating to the non-receipt of dividends, bonus and any other
information about the bank through customer service units of any Zenith Bank branch nearest to them. The Bank intends to publish on an
ongoing basis procedures/mechanism for the settlement of dividends.
Monies representing the unclaimed dividend are maintained in a separate interest yielding account by the Registrar.
Corporate Governance
This relates to the internal means by which companies are operated, controlled and governed. Corporate governance tends to address the
interaction between the constituent parts of a company with the aim of increasing shareholders’ value and meeting stakeholders’ expectations.
Over the years, Zenith has been and remained committed to exercising the highest level of corporate governance and the Bank adheres strictly
to good corporate governance as required by Securities and Exchange Commission in October 2003 and the code of corporate governance for
banks in Nigeria post-consolidation as well as global best practice .
Key elements of Zenith Bank’s corporate governance policy include clear strategic goals, corporate values, transparency and accountability.
Responsibility of the Board of Directors
The Bank complies fully with the duties and responsibilities of directors as stated under parts A, B and C of the Code.
Board Composition
The Board of Zenith Bank is made up of fourteen (14) members with a Non-Executive Chairman, Executive and Non-Executive Directors,
all of which have varying high level competences and experience with track records of achievements in their respective endeavors. The Board
meets regularly to set broad policies for the Bank’s business and operations. Directors’ emoluments and their shareholding information are
disclosed in the bank’s Annual Reports and Accounts.
Shareholders’ Rights and Privileges
The Board of Directors ensures that shareholders statutory and general rights are protected at all times. In this regard, the Registrars, through
Customer Service Unit of every Zenith Bank branch as well as the print media reaches out to shareholders on matters relating to dividend
warrant, share certificate and other relevant information about the bank on a regular basis.
Audit Committee
In accordance with Section 359(3) and (4) of the Companies and Allied Matters Act Cap C20 Laws of the Federation of Nigeria 2004, the
Bank has an Audit Committee. It is composed of dedicated individuals with proven integrity and thorough understanding of the Bank’s
businesses including the associated risks and controls put in place to mitigate those risks. The Committee has overall responsibility for the
Bank’s internal audit process.
20
Staff Matters, Finance and General Purpose Committee
This Committee is made of eight (8) members, four (4) of which are Executive Directors and the other 4 non-Executive Directors. The
committee looks into large scale procurement by the bank and matters bordering on staff welfare, discipline, staff remuneration and
promotion. The Committee meets every quarter but may also meet at such other times as circumstances may dictate.
Risk Management Committee
This committee has oversight responsibility for overall risk assessment of various areas of the bank’s operations and compliance. The
committee has six (6) members in all, three (3) of which are executive and the other 3 non-executive.
Code of Conduct
In all aspects of each banking operation, the Bank promotes best practices with a code of conduct which stipulates a bank’s value and
minimum standard of attitude of our people towards one another and the Bank’s clients both within and outside of the Bank. The code makes
it obligatory for all staff to maintain highest ethical standards and integrity in all aspects of professional life.
Mergers and Takeover
The Bank has not entered into any merger and/or takeover deal.
Research and Development:
It is expected that the Bank will continue to improve on its performance in the years ahead as we continue to carry out research into new
banking products and services.
Finally, on behalf of the Directors of Zenith Bank, I wish to assure you that Zenith Bank’s business will continue into the foreseeable future.
We are poised to harness the tremendous opportunities resulting from the recent changes in the banking sector and intend to continue our
expansion at home and outside the shores of Nigeria. This Offer presents an opportunity for you to become a part of this unfolding success
story. I urge you to subscribe to the Offer today.
Yours faithfully
Mr. Macaulay Pepple Chairman
21
STATUTORY AND GENERAL INFORMATION
Incorporation and Share Capital History
Zenith Bank was incorporated as a private limited liability company by a group of Nigerians (including the Managing Director/Chief
Executive) on 30 May 1990. The Bank received its commercial banking license on 20 June 1990 and commenced operations on 16 July
1990.
On 21 April 2004, the shareholders of the Bank approved the subdivision of its shares from N1 to 50 kobo, conversion of the Bank to a public
limited liability company (“plc”) and a listing on The Exchange via an Initial Public Offering. Consequently, the Bank became a plc on 20
May 2004. At present, the authorized share capital of the Bank is N7,500,000,000 comprising 15,000,000,000 ordinary shares of 50 kobo
each, while its issued and paid-up capital is N5,790,952,688 billion comprising 11,581,905,375 ordinary shares of 50 kobo each.
The changes in the share capital of the Bank since incorporation are summarized below:
Year ConsiderationIncrease Cumulative Increase Cumulative
1990 20,000,000 20,000,000 20,000,000 20,000,000 Cash1990 10,000,000 30,000,000 - 20,000,000 Bonus1991 - 30,000,000 3,500,000 23,500,000 Cash1991 - 30,000,000 1,339,000 24,839,000 Cash1992 30,000,000 60,000,000 29,568,352 54,407,352 Bonus1993 40,000,000 100,000,000 3,490,000 57,897,352 Cash1994 50,000,000 150,000,000 32,164,648 90,062,000 Cash1995 100,000,000 250,000,000 65,745,000 155,807,000 Bonus1995 - 250,000,000 22,937,000 178,744,000 Bonus1996 100,000,000 350,000,000 59,581,000 238,325,000 Cash1996 - 350,000,000 4,505,000 242,830,000 Bonus1997 250,000,000 600,000,000 1,224,000 244,054,000 Cash1998 - 600,000,000 268,459,000 512,513,000 Cash2000 1,000,000,000 1,600,000,000 816,000 513,329,000 Bonus2001 500 1,600,000,000 513,329,000 1,026,658,000 Cash2003 500,000,000 2,100,000,000 513,329,000 1,539,987,000 Bonus2003 - 2,100,000,000 8,568,000 1,548,555,000 Bonus2004 900,000,000 3,000,000,000 516,185,000 2,064,740,000 Bonus2004 2,000,000,000 5,000,000,000 935,260,000 3,000,000,000 Cash2006 - 5,000,000,000 1,500,000,000 4,500,000,000 Being issued2006 - 5,000,000,000 86,744,450 4,586,744,450 Issued2007 - 5,000,000,000 46,017,700 4,632,762,150 Issued2007 - 5,000,000,000 1,158,190,538 5,790,952,688 Bonus2007 2,500,000,000 7,500,000,000 881,500,000 6,672,452,688 Being issued2007 - 7,500,000,000 827,278,956 7,499,731,644 Rights Offer
Authorised (N) Issued & Fully Paid-Up (N)
22
Shareholding Structure
As at the date of this Prospectus, the 11,581,905,375 ordinary shares of 50 kobo each in the issued ordinary share capital of the Bank were
beneficially held as follows:
Shareholder Shareholding Total %
Institutional Investors Limited 1,291,610,000 11.152 Estate of Chief Alfred Nzemeke 852,000,000 7.36 Lurot Burca (Nigeria) Limited 686,307,078 5.93 Mr. Jim Ovia 509,040,000 4.39 Mr. Alphonsus Ovia 384,740,000 3.32 Other Nigerians 6,935,738,021 59.88
Except as stated above, no shareholder holds more than 5% of the issued share capital of the Bank.
Directors’ Beneficial Interests
The interests of the Directors of Zenith Bank in the issued share capital of the Bank as recorded in the Register of Members as at the date of
this Prospectus are as follows:
Directors Sghareholding Total
Mr. Macaulay Pepple* 3,449,581 0.03%
Mr. Jim Ovia* 509,040,000 4.40%
Mr. Godwin Emefiele 17,462,456 0.15%
Sir Samuel Parma Ogoefuna Fortune Ebie* 2,250,361 0.02%
chief Eddy Martins Egwuenu 362,057,000 3.13%
Professor Leonard Fidelis Ozoba Obika* 2,039,500 0.02%
Mr. Babatunde Adeniyi Adejuwon 1,667,833 0.01%
Sir Steve Omojafor 1,070,834 0.01%
Apollos Ikpobe 6,668,750 0.06%
Peter Amangbo 3,750,000 0.03%
Elia Igbin-Akenzua 4,445,211 0.04%
Udom Emmanuel 4,375,000 0.04%
Andy Ojei 4,193,750 0.036%
Aihaji Baba Tela - -
*Mr. Pepple, Mr. Ovia and Professor Obika have interests in Institutional Investors Limited which holds 1,291,610,000 Ordinary shares in the Bank, while Mr. Ovia and Sir Fortune-Ebie have interests in Lurot Burca (Nigeria) Limited which holds 686,307,078 shares in the Bank.
Indebtedness
As at 30 June 2007, the Bank had no outstanding debentures, mortgages, loans, charges or similar indebtedness, other than in the ordinary
course of business. However, the Bank had contingent liabilities in the ordinary course of business amounting to N294.4 billion, which
comprise confirmed credits, bonds and guarantees, and other obligations on behalf of customers.
23
Subsidiaries and Associated Companies
On the date of this Prospectus, the Bank has the following subsidiaries and associated companies.
Subsidiaries ShareholdingZenith Securities Limited 100%
Zenith Registrars Limited (through Staff Prov. Fund) 100%Zenith Pension Custodian Limited 100%Zenith General Insurance Ltd 80%Zenith Bank Ghana 88%Zenith Bank UK 100%Zenith Capital Limited 100%Associated CompaniesVenues Telecom Limited 40%Qubit Spectrum Limited 40%
Claims and Litigation
The Bank is, in its ordinary course of business, presently involved in a total of 27 (twenty-seven) cases.
The said 27 (twenty-seven) cases comprise of, 26 (twenty-six) cases of court of first instance instituted against the Bank as Defendants and 1 (one) appeal lodged against the Bank in connection with one (1) case in which judgment had previously been delivered in favour of the Bank. The Bank had Counter-Claimed in 3 (three) out of the said 27 (twenty-seven) cases.
The total sum being claimed against the Bank in the 26 (twenty-six) cases is approximately N566,456,946.90 (Five Hundred and Sixty-Six Million, Four Hundred and Fifty-Six Thousand, Nine Hundred Forty-Six Naira and Ninety Kobo only) and USD1,000 (One Thousand US Dollars), while the total sum being claimed by the Bank in the 3 (three) cases it had Counter-Claimed is appropriately N203,263,451.60 (Two Hundred and Three Million, Two Hundred and Sixty-Three Thousand, Four Hundred and Fifty-One Naira, Sixty Kobo only).
The Solicitors to the Bank are of the opinion that the possible liability that may accrue to the Bank from the cases pending against the Bank is unlikely to exceed the sum of N75,000,000 (Seventy Five Million Naira only).
The Directors of the bank are of the opion that non of the afore mentioned cases is likely to have any material adverse effect on the Bank and on the contemplated transaction, and are not aware of any other pending and or threatened claims or litigation.
Costs and Expenses
The costs, charges and expenses of the Total Offer including fees payable to the Securities and Exchange Commission, The Nigerian Stock Exchange, the Central Securities Clearing System Limited brokerage, printing and distribution expenses are estimated at N5,185,355,476 representing 4.% of the gross Offer proceeds and are payable by Zenith Bank.
Information on Mergers and Acquisition
As at June 30, 2007 the Company had no plans of any Merger or Acquisition.
Relationship between the Issuer and its Advisers
As at the date of the Prospectus and in compliance with SEC Rule 184(1) as amended, Zenith Capital Limited and Zenith Securities Limited both of whom are acting as, the Lead issuing House/ Financial Adviser and Joint Stockbrokers / Joint Underwriters respectively are subsidiaries of Zenith Bank Plc.
Save as disclosed, there is no other relationship between the Bank and any of its Advisers except in the ordinary course of business.
Off Balance Sheet Item
As at June 30, 2007 the Company had no off Balance Sheet items other than in the ordinary course of business.
Declarations
Except as otherwise disclosed in this Prospectus:
24
(a) No share of Zenith Bank is under option or agreed conditionally or unconditionally to be put under option;
(b) No commissions, discounts, brokerages or other special terms have been granted by Zenith Bank to any person in connection with the
offer or sale of any share of the Bank;
(c) Save as disclosed herein, the Directors of Zenith Bank have not been informed of any holding representing 10% or more of the issued
share capital of the Bank;
(d) There are no founders’, management or deferred shares or any options outstanding in Zenith Bank;
(e) There are no material service agreements between Zenith Bank or any of its Directors and employees other than in the ordinary course of
business;
(f) There are no long term service agreements between Zenith Bank and any of its Directors and employees except Pension Agreements;
(g) No Director of the Bank has had any interest, direct or indirect, in any property purchased or proposed to be purchased by the Bank in the
five years prior to the date of this Prospectus.
(h) No Directors or key management staff of the Bank is or has been involved in any of the following (whether in or outside Nigeria):
A petition under any bankruptcy or insolvency laws filed (and not struck out) against such person or any partnership in which he was a
partner or any company of which he was a director or key personnel or
A conviction in a criminal proceeding or is named subject of pending criminal proceedings relating to fraud or dishonesty or
The subject of any order, judgment or ruling of any court of competent jurisdiction or regulatory body relating to fraud or dishonesty,
restraining him from acting as investment adviser, dealer in securities, director or employee of financial institution and engaging in any type
of business practice or activity.
Material Contracts
The following agreement has been entered into and is considered material to the Offer:
1. A Vending Agreement dated 16 November 2007 by which Zenith Capital Limited, Access Bank Plc, FBN Capital Limited and
IBTC Chartered Bank Plc have agreed to Offer for Subscription 1,763,000,000 Ordinary Shares of 50 kobo each at N38.90 and offer
by way of rights issue 1,654,557,911 Ordinary Shares of 50 kobo each at N36.90 in Zenith Bank Plc.
2. A Underwriting Agreement dated 16 November 2007 by which Access Bank Plc, Afrinvest (W.A) Limited, FBN Capital Limited,
FutureView Financial Services Limited, IBTC Chartered Bank Plc, Vetiva Capital Management Limited, Zenith Capital Limited and
Zenith Securities Limited have agreed to underwrite 80% of the Bank’s Offer for Subscription of 1,763,000,000 Ordinary Shares of
50 kobo each at N38.90 on a firm basis.
Other than as stated above, the Bank has not entered into any material contract except in the ordinary course of business.
25
Consents
The following have given and not withdrawn their written consents to the issue of this Prospectus with their names and reports (where
applicable) included in the form and context in which they appear:
Directors of the Bank: Mr. Macaulay Pepple
Mr. Jim Ovia MFR
Mr. Godwin Emefiele
Mr. Apollos Ikpobe
Mr. Elias Igbin-Akenzua
Mr. Peter Amangbo
Sir. Samuel Parma Ogoefuna Fortune Ebie
Chief Eddy Martins Egwuenu
Prof Leonard Fidelis Ozoba Obika
Mr. Babatunde Adeniyi Adejuwon
Sir. Steve Omojafor
Mr. Andy Ojei
Mr. Udom Emmanuel
Alhaji Baba Tela
Company Secretary: Mr. Michael O. Otu
Financial Adviser/ Lead Issuing House Zenith Capital Limited
Joint Issuing Houses
Access Bank Plc
FBN Capital Limited
IBTC Chartered Bank Plc
Lead Stockbroker Meristem Securities Limited
Joint Stockbrokers Apel Assets & Trust Limited
APT Securities & Funds Limited
Camry Securities Limited
Capital Assets Limited
Clearview Investment and Trust Limited
Falcon Securities Limited
Finmal Finance Services Limited
FutureView Securities Limited
IBTC Asset Management Limited
ICON Stockbrokers Limited
Lambeth Trust & Investment Company Limited
Lead Capital Limited
Marina Securities Limited
Pyramid Securities Limited
Signet Investment & Securities Limited
Strategy & Arbitrage Limited
Tiddo Securities Limited
UNEX Securities and Investment Limited
Vetiva Capital Management Limited
Zenith Securities Limited
26
Joint Underwriters Access Bank Plc
Afrinvest (W.A) Limited
First Bank Plc
FutureView Financial Services Limited
IBTC Chartered Bank Plc
Vetiva Capital Management Limited
Zenith Capital Limited
Zenith Securities Limited
Auditors to the Bank PricewaterhouseCoopers
Reporting Accountants Akintola Williams Deloitte
Solicitors to the Bank The Law Union
Solicitors to the Offer Banwo & Ighodalo
Registrars to the Offer Meristem Registrars Limited
Receiving Bankers Access Bank Plc
IBTC Chartered Bank Plc
First Bank Plc
Documents Available for Inspection
Copies of the following documents may be inspected at the offices of Zenith Capital Limited, Plot 87 Ajose Adeogun Street, Victoria Island,
Lagos, Access Bank Plc, 1665 Oyin Jolayemi Street, Victoria Island, Lagos, FBN Capital Limited, 16, Keffi Street, South-West Ikoyi, Lagos
and IBTC Chartered Bank Plc , I.B.T.C Place, Walter Carrington Crescent, Victoria Island, Lagos, during normal business hours on any
weekday (except public holidays), from 6 December, 2007 until 17 January, 2008.
i. Certificate of Incorporation of the Bank;
ii. Certified copy of Memorandum and Articles of Association of the Bank;
iii. Certified copy of resolution of the shareholders passed at the AGM of August 22, 2007 authorizing the Offer
iv. Certified copy of Resolution of the Board recommending the Offer
v. Certified copy of Certificate of Increase in share capital;
vi. Certified copy of CAC Form CO7
vii. The Prospectus and Abridged Prospectus issued in respect of the Offer;
viii. The audited financial statements of the Bank for each of the five years ended 30 June 2007, 2006, 2005, 2004 and 2003;
ix. The Report of Akintola Williams Deloitte, Reporting Accountants, on the audited financial statements of the Bank for the five
years ended 30 June 2003,2004,2005,2006 and 2007;
x. The Report of Akintola Williams Deloitte, Reporting Accountants, on the Profit Forecast of the Bank for the years ending 30
June 2008, 2009 and 2010;
xi. The list of outstanding claims and litigation referred to in (7) above;
xii. The material contract referred to above; and
xiii. The written consents referred to above.
xiv. A copy of the letter from SEC approving the Offer
xv. A copy of the letter from the Nigerian Stock Exchange approving the listing
27
1. APPLICATION 1.1 The general investing public is hereby invited to apply for the shares through any of the Receiving Agents listed on Page 28.
1.2 Applications for the shares 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 will be rejected.
1.3 The Application List for the shares will be open from 6 December, 2007 to 17 January, 2008. Applications must be for a minimum of
1,000 shares and in multiples of 100 thereafter. The number of shares for which an application is made and the value of the cheque or
bank draft attached should be entered in the boxes provided.
1.4 A single applicant (corporate or individual) should sign the declaration and write his/her full names, address, daytime telephone number
and occupation under the space provided at the top for “INDIVIDUAL/CORPORATE APPLICANT”. The lower portion under “JOINT
APPLICANT” should be used by joint applicants. A corporate applicant should affix its seal in the third box provided at the bottom right
hand side and state its Incorporation (RC) Number or in the case of a corporate foreign subscriber its appropriate identification number in
the jurisdiction in which it was constituted.
1.5 Each application should be forwarded together with the cheque or bank draft for the full amount of the purchase price to any of the
Receiving Agents listed on Page 28. The cheque or draft must be drawn on a bank in the same town or city in which the Receiving Agent
is located and crossed “Zenith Bank OFFER” with the name, address and daytime telephone number of the applicant written on the back.
All transfer charges to Lagos, if any, must be paid by the applicant and no application will be accepted unless this has been done. All
cheques and drafts will be presented upon receipt and all applications in respect of which cheques are returned unpaid will be rejected
and returned through registered post.
2. ALLOTMENT
Zenith Capital Limited, Access Bank Plc, FBN Capital Limited, IBTC Chartered Bank Plc and the Directors of Zenith Bank Plc reserve the
right to accept or reject any application in whole or in part. All irregular or suspected multiple applications will be rejected.
3. SHARE CERTIFICATE
Share certificates in respect of the shares allotted will be sent by electronic transfer to CSCS accounts of allotees not later than 15 working
days from the date of allotment. Investors are hereby advised to state the name of their stockbroker as well as their CSCS account number in
the space provided on the application form. However, investors without CSCS account numbers will receive their certificates by registered
post not later than 15 working days from the date of the allotment.
4. APPLICATION MONIES
All application moneys will be retained in a separate interest yielding bank account by the Receiving Bankers pending allotment. If any
application is not accepted, or is accepted for fewer shares than the number applied for, a crossed cheque for the full amount or the balance of
the amount paid (as the case may be) will be returned together with accrued interest by registered post within 5 working days of allotment.
28
RECEIVING AGENTS Completed Application Forms for which cash or bank drafts/ cheques for the full amount payable may be submitted to any of the following receiving Agents duly registered as market operators by SEC, to whom brokerage will be paid at the rate of 75 kobo per N100 worth of shares allotted in respect of applications bearing their stamps The Joint Issuing Houses cannot accept responsibility for the conduct of any of the institutions listed below. Investors are therefore advised to conduct their own independent enquiries before choosing an agent to act on their behalf. Evidence of lodgment of funds at any of the Receiving Agents listed below, in the absence of corresponding evidence of receipt by either of the Issuing Houses, cannot give rise to a liability on the part of the Issuing Houses under any circumstances.
BANKS Access Bank Plc First Bank of Nigeria Plc Nigerian International Bank Limited (Citigroup) Standard Chartered Bank Limited
Afribank Nigeria Plc First City Monument Bank Plc Oceanic Bank International Plc Sterling Bank Plc Union Bank of Nigeria Plc
Diamond Bank Plc First Inland Bank Plc Platinum Habib bank Plc United Bank for Africa Eco Bank Plc Guaranty Trust Bank Plc Skye Bank Plc Unity Bank Plc
Equitorial Trust Bank Plc Intercontinental Bank Plc Spring Bank Plc Wema Bank Plc Fidelity Bank Plc IBTC Chartered Bank Plc Stanbic Bank Limited Zenith Bank Plc
STOCKBROKERS AND OTHERS
AAA Stockbrokers Limited Emerging Capital Ltd Lead Capital Ltd Royal Crest Finance Limited
Adamawa Securities Limited. Empire Securities Limited Lighthouse Capital Asset Management Ltd Santrust Securities Ltd
Adonai Stockbrokers Ltd. Enterprise Stockbroker Plc. Lion Stockbrokers Limited Securities Solution Ltd
AIL Securities Limited ESL Securities Limited Maclaize Trust & Securities Limited Securities Trading & Invest. Ltd
Alangrange Sec. Ltd ESS Investment & Trust Limited Mainland Trust Limited Security Transaction & Trust Company Ltd
Alliance Capital Mgt. Co. Ltd Eurocomm Securities Limited Maninvest Securities Limited Security Swaps Limited
Altrade Securities Limited Excel Securities Limited Marimpex Finance & Investment Limited Sherlong Investment Limited
AMYN Investment Limited Express Portfolio Services Ltd. Marina Securities Limited Sigma Securities Ltd
Anchoria Inv. & Sec. Ltd. F & C Securities Limited Maven Asset Management Ltd Signet Investments Sec. Ltd.
Apel Asset & Trust Ltd Falcon Securities Limited Maxifund Invest & Sec. Ltd. SMADAC Securities Ltd.
APT Sec. & Funds Limited FBN Capital Limited Mayfield Investment Limited Solid Rock Sec. & Inv. Limited
Associated Asset Managers Ltd Finmal Finance Services Limited MBC Securities Limited Spring Stockbrokers Limited
Atlass Portfolio Ltd First AlStates Securities Limited MBL Financial Services Ltd Springboard Trust & Inv. Ltd.
Belfry Invest. & Sec. Limited First Equity Sec. Limited Mega Equities Limited Stanbic Equities Nig. Limited
Best Link Investment Limited First Inland Sec. & Asset Mgt. Ltd Mercov Securities Limited Stanwal Securities Ltd
Bestwoth Asset & Trust Limited First Stockbrokers Limited Meristem Securities Ltd Strategy & Arbitrage ltd
BFCL Assets & Sec. Ltd. FIS Securities Limited Metropolitant Trust Nigeria Ltd Summa Guaranty & trust Co Ltd
BGL Securities Limited Foresight Sec. Inv. Limited Midas Stockbrokers Limited Summit Finance Co. Ltd.
BSD Securities Limited Forte Asset Management Limited Midland Capital Markets Limited Supra Commercial Trust Ltd
Bytofel Trust & Securities Ltd Forthright Sec. & Inv. Limited Mission Securities Limited TFS Securities & Inv. Co. Ltd
Cashcraft Securities Ltd Fountain Securities Limited Molten Trust Ltd Tiddo Securities Limited
Calyx Securities Limited FSDH Securities Ltd Mountain Inv. & Sec. Limited Tomil Trust Ltd
Camry Securities Ltd Future View Financial Services Limited Networth Securities & Finance Ltd. Topmost Securities Ltd
Capital Asset Limited Genesis Securities Limited Newdevco Invest. & Sec. Ltd Tower Assets Mgt. Limited
Capital Bancorp Limited. Gidauniya Inv. & Sec. Ltd. Nigerian International Sec. Ltd. Tower Securities & Investment Co. Ltd
Capital Express Sec. Limited Global Assets Mgt (Nig) Ltd Nigerian Stockbrokers Ltd. Traders Trust & Investment Co. Ltd
Capital Trust Brokers Ltd. Golden Securities Ltd. Omas Inv. & Trust Limited Trans Africa Financial Services Ltd
Calyx Securities Limited Greenwich Trust Limited Options Securities Limited Transworld Investment & Securities Ltd
Centre Point Investment Limited GTI Capital Limited P.S.I. Securities Limited Tropics Securities Limited
Century Securities Limited Heartbeat Investments Ltd. Partnership Investment Company Ltd Trust Yeild Securities Limited Chapel Hill Advisory Partners Limited Hedge Sec. & Inv. Co. Ltd Peninsula Asset Management & Investment Company Ltd Trusthouse Investment Ltd. Citi Investment Capital Limited Horizon Stockbrokers Ltd. Perfecta Investment Trust Ltd TRW Stockbrokers Limited City-Code Trust & Investment Company Ltd IBTC Asset Management Ltd Pilot Securities Ltd. UBA Stockbrokers Ltd Cordross Capital Limited ICMG Securities Limited Pinefields Inv. Serv. Limited UIDC Securities Ltd
Compass Investment & Securities Ltd ICON Stockbrokers Limited. Premium Securities Ltd UNEX Sec. & Inv. Limited
Consolidated Investment Limited Ideal Securities & Investment Limited Professional Stockbrokers Ltd Union Capital Markets Ltd
Cooper Fleming Stockbrokers Limited Independent Securities Ltd. Pivot Trust & Investment Ltd Valmon Securities Ltd
Core-Trust & Investment Limited Intercontinental Sec. Limited Profund Securities Limited Valueline Sec. & Inv. Limited
Counters Trust Securities Limited Integrated Trust & Investment Ltd PSL Securities Ltd Vetiva Capital Management Limited
Cowry Asset Management Ltd International Standard Sec. Ltd. Pyramid Securities Ltd Vision Trust & Inv. Limited
Crossworld Securities Ltd. Interstate Securities Ltd Quantum Securities Ltd Viva Securities Ltd
CSL Stockbrokers Limited Investment Centre Ltd (ICL) Reading Investments Ltd Wizetrade Capital Asset & Mgt. Ltd
Davandy Finance & securities Limited Investment Masters & trust Limited Regency Assets Mgt. Ltd. WSTC Financial Services
De-Canon Investment Ltd. Jenkins Investment Limited Resano Securities Limited Yobe Investment & Sec. Ltd
De-Lords Securities Limited Kapital Care Trust & Sec. Ltd Resort Securities & Trust Ltd. Zenith Securities Limited
Denham Management Limited Kinley Securities Limited Reward Inv. & Sec. Ltd.
Dependable Securities Ltd. Kundila Finance Services Limited Rivtrust Securities Limited
Dynamic Portfolio Limited Lambeth Trust & Inv. Co. Ltd Rolex Securities Limited
EBN Securities Ltd. LB Securities Limited Rostrum Inv. & Inv. Sec. Ltd
29
Zen ith Bank Plc
31
Applications must be made in accordance with the instructions set out on the back of this Application Form. Care must be taken to follow these instructions as applications that do not comply may be rejected.
1. Applications should be made only on the Application Form or Photostat or scanned copies of the
Application Form. 2. Applications must not be for less than the minimum number of shares stated on the Application
Form. Applications for more than the minimum number of shares must be in the multiples stated on the Application Form. The number of ordinary shares for which an application is made and the amount of the cheque or bank draft attached should be entered in the boxes provided.
3. The Application Form when completed should be lodged with any of the Receiving Agents listed on
Page 28. Applications must be accompanied by a cheque or bank draft made payable to the Receiving Agent to whom the application is submitted, for the full amount payable on application. The cheque or draft must be drawn on a bank in the same town or city in which the Receiving Agent is located and crossed “Zenith Bank OFFER” with the name, address and daytime telephone number of the applicant written on the back. All bank commissions and transfer charges must be prepaid by the applicant. All cheques and drafts will be presented upon receipt and all applications in respect of which cheques are returned unpaid will be rejected.
4. The applicant should make only one application, whether in his own name or in the name of a
nominee. Multiple or suspected multiple applications will be rejected. 5. Joint applicants must all sign the Application Form. 6. 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 Companies and Allied Matters Act 1990 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.
7. An application from a corporate body must bear the corporate body’s seal and be completed under
the hand of a duly authorised official. 8. An application from a pension or provident fund must be in the name of each individual trustee
unless the trustee is a limited liability company. 9. An application by an illiterate should bear his right thumb print on the Application Form and be
witnessed by an official of the Bank or stockbroker at which the application is lodged who must first have explained the meaning and effect of the Application Form to the illiterate in his own language. Above the thumb print of the illiterate, the witness must record in writing that he has given this explanation to the illiterate in a language understandable to him and that the illiterate appeared to have understood same before affixing his thumb impression.
10. The applicant should not print his signature. If he is unable to sign in the normal manner he should
be treated for the purpose of this Offer as an illiterate and his right thumbprint should be clearly impressed on the Application Form.