FCA/ICMA stabilization applies.
This announcement does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities nor is it intended to be an inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom (the “FSMA”). The Federal Republic of Nigeria, (the "Issuer") has prepared an offering circular dated 16 September 2021 (the “Offering Circular”) in connection with the proposed offering of notes referred to above (the "Notes"). Investors should not subscribe for any notes except on the basis of information contained in the Offering Circular.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for the Notes in the United States or any other jurisdiction.
The Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state of the United States or any other jurisdiction and the Notes may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws. The offer is being made only to qualified institutional buyers as defined in and in reliance on Rule 144A under the Securities Act or another available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in offshore transactions in accordance with Regulation S under the Securities Act. Prospective purchasers are hereby notified that the sellers or issuers of the securities may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A of the Securities Act or another available exemption from registration. The Issuer does not intend to register any of the Notes in the United States or to conduct a public offering of the Notes in the United States.
Within the UK, this announcement is directed only at (i) persons who are investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order") or (ii) persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order or (iii) other persons to whom this announcement may otherwise lawfully be directed without contravention of section 21 of the FSMA (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment activity (including, but not limited to, any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities) to which this announcement relates will only be available to, and will only be engaged with, relevant persons (subject to any other applicable offer restrictions).
A RATING IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD SECURITIES AND MAY BE SUBJECT TO SUSPENSION, CHANGE OR WITHDRAWAL AT ANY TIME BY THE ASSIGNING RATING AGENCY. SIMILAR RATINGS FOR DIFFERENT TYPES OF ISSUERS AND ON DIFFERENT TYPES OF SECURITIES DO NOT NECESSARILY MEAN THE SAME THING. THE SIGNIFICANCE OF EACH RATING SHOULD BE ANALYSED INDEPENDENTLY FROM ANY OTHER RATING.
MiFID II professionals / ECPs-only - Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels).
UK MiFIR professionals / ECPs-only - Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels).
[Notice of Product Classification by the Issuer under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore (the “SFA”) – the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA) that the Notes are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
[Citi, Goldman Sachs International, J.P. Morgan and Standard Chartered Bank are authorised by the Prudential Regulation Authority and regulated by the UK Financial Conduct Authority and the Prudential Regulation Authority.]