information memorandum for africa finance corporation (afc) · and extractive sectors of african...

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KPMG Professional Services, a partnership registered in Nigeria, is a member of KPMG International, a Swiss cooperative.© 2006. All rights reserved. Printed in Nigeria.

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Central Bank of NigeriaAfrica Finance Corporation - Information Memorandum

December 2006

8.0 Overview of Africa Finance Corporation (''AFC'' or the''Corporation'')

8.1 Introduction

The overall objective of the Corporation is to be a leading private-sector led investment bank inAfrica, a development financier of choice and a major contributor to the achievement of sustain-able development in the African sub-region. This objective is driven by the need to eradicatepoverty in the sub-regions through the provision of an enabling investment/business environmentand the bridging of funding gaps in the African region, and propel ling growth and development.

AFC’s purpose is to catalyse industrial development in Africa through the provision of loans andother financial services to promote trade, infrastructure development and advancement of energyand extractive sectors of African economies whilst maximising shareholders’ wealth. In addition,the Corporation will facilitate the transfer of capital across borders and stimulate the growth anddepth of African capital markets.

AFC will adopt a regional approach in its business focus due to the fact that the infrastructuraldevelopment problems are regional in nature; and it also promotes economic integration.

8.2 Mission Statement

AFC’s mission is to be the leading international securities firm and investment bank in Africa to bedefined by the following:

Achieving international investment grade risk rating which would facilitate successful fundraising for projects and operations

Delivering a track record of profitability and providing attractive returns to shareholders

Attaining international league table position for transactions in mergers and acquisitions, debt capital markets, equity capital markets, and derivatives.

8.3 Business Strategies

AFC will be set-up in a way that enables operational efficiency and ensure market penetrationwithin the shortest possible time. The business strategies are aligned to address both the start-upand maturity stage of AFC's development.

8.3.1 Business Focus

The focus of AFC would include funding private sector-led projects and existing African compa-nies in the key economic growth sectors in Africa, such as oil and gas, mining, telecommunica-tions, fast moving consumer goods, agriculture and agro-allied industries as well as infrastructureprojects.

8.3.2 Products and Services

The investment banking business of AFC will provide project and structured finance and invest-ment banking activities such as corporate finance, mergers and acquisition, capital market activi-ties, equity research and asset management.

AFC will also offer a full range of financial products including loans, guarantees, risk management


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products, equity participation in private-sector led projects and venture capital. In addition, it willprovide a range of technical assistance and advisory services in support of private sector devel-opment in Africa.

8.3.3 Partnership and Alliances

A major strategy of AFC is the development of market intelligence and critical competencies. Inaddition the Corporation will seek to convert opportunities through the establishment of strategicpartnership and alliances with major institutions under the following categories:

Comparable Development Finance and Multilateral Banking Institutions: Alliances with theseInstitutions will be in two dimensions, the first being technical partnerships to ensure thedevelopment and transfer of skills, and the leveraging on technology and existing relationshipsto fast track the penetration of AFC into viable economies. The second is targeted businesspartnerships/joint ventures to finance large scale and viable projects within the sub-region.Examples of such institutions include ADB, IDC, EIB and IFC.

Major Commercial Banks: AFC will partner with major banks operating in the continent inorder to facilitate market penetration plans and the packaging of strategic financial deals inthe region.

8.3.4 Location

The Corporation's principal location will be in Lagos, Nigeria. However, as the business ex-pands, it will establish branches/representative offices in the commercial capitals of the geo-graphical areas where it has sizeable investments and growth opportunities.

8.3.5 Technology

AFC will enhance its operations through the deployment of functional and relevant technology.The deployment of technology is expected to be implemented in phases depending on the tech-nological requirements of the business.

8.3.6 Human Capital

A key success factor for the Corporation will be its ability to attract and retain high profile andquality talents. To this end, the Corporation will build an environment that fosters a sense ofinclusion amongst staff, keep them motivated and empowered.

8.4 Legal Structure

8.4.1 Establishment of AFC

AFC's developmental objectives and its proposed scope of operations necessitate balancing thepublic international character of the organisation with the ease of establishment and operationalflexibility required to effectively perform its functions. Consequently, AFC is to be established asa legal entity through an agreement signed by shareholders including at least two African coun-tries.


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The agreement would be ratified by member states and gazetted in accordance with the laws ofeach country.

This approach confers the following advantages:

International status;

Diplomatic, and legal immunities as well as fiscal and other privileges for AFC and its officersin the countries in which it operates while being able to demonstrate private sector flexibilityand efficiency and being profit-oriented; and

Avoidance of and savings on business set-up, regulatory and statutory costs such as incometaxes, incorporation fees and stamp duties, etc.

8.5 Ownership Structure

The Corporation has an authorised share capital of two billion United States Dollars(US$2,000,000,000), all belonging to a single class of shares and ranking equally for all pur-poses.

Broad ownership of AFC is expected predominantly from private sector institutions acrossAfrican countries. Consequently, minimum of 51% ownership is expected by the private sectorfrom member counties. Private sector investment would also be sourced from foreign multilateralfinancial institutions, banks, High Net worth Individuals ("HNIs") and other institutional investors

The Technical Committee for the establishment of AFC ("The Committee") intends to have AFCcommence business with a paid up share capital of US$1 billion. The Central Bank of Nigeriahas committed to contribute up to 49% of the paid up capital subject to the level of investmentinterest from the private sector.

8.6 Operating Model

The operating model of AFC is diagrammatically depicted below:

The operating model is a translation of the overall strategic intent and objectives of the Corpora-tion into operational structures and frameworks. The model is also based on the backdrop that


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the Corporation will operate as a profit-oriented private sector-led institution with 51% and 49%private sector and government participation respectively.

8.7 Corporate Governance Framework

The corporate governance framework includes an effective board of directors; and promotes theprotection of shareholders interest, integrity of internal and external audit, robust risk managementframework, board and executive management oversight. This framework is designed to ensurecontinuity and transparent management of the Corporation's operations through proper segrega-tion of powers and clear definition of roles and responsibilities of the different elements of thegovernance framework. Hence the governance structure must be such that it promotes investorconfidence and positively influences the Corporation's risk rating.

In line with this, a three-tier governance structure as proposed is shown in the figure below:

Proposed Corporate Governance Framework

8.8 Organisational Structure

The organisational structure will be the principal mechanism through which the organisational andbusiness strategies will be realised. The structure has been designed to promote efficiency,minimise wastage and encourage synergies.

The organisational structure incorporates the learning and leverage points garnered from thereview of the comparator institutions and best practices. Other key considerations that influencedthe choice of structure are:

The start-up phase of the Corporation: This will be typified by rapid and aggressive expan-sion necessitating a solid base and a strong footing.

The need to build market intelligence and consolidate operational strategies: During theperiod of consolidation, the Corporation needs to be aligned to its immediate market andfocus on building the necessary skills required to venture into the rest of Africa.


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Based on the above, AFC will be structured along functional lines with a front and back officeorientation. The AFC's business will be organised into six main divisions:

Investment Banking;

Treasury and Funding;

Lending Operations;

Risk Management;

Corporate Services; and

Legal and General Secretariat.

Proposed Organisational Structure

8.8.1 Highlights of Key Functions

8.8.1.1 Investment Banking

This function shall be responsible for providing professional investment banking services to boththe Corporation and its customers. The function will provide specialised services like corporatefinance; mergers and acquisition advisory services; asset management and financial intermediationthrough capital markets.

8.8.1.2 Treasury and Funding

The Treasury and Funding function shall be responsible for managing the Corporation's funding,liquidity, capital and relationship with creditors, rating agencies and regulators. In addition, thefunction will:


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structure and execute equity and long-term debt offerings;

provide cross-border financial services to clients with respect to export and import finance;

allocate capital to the various business units and subsidiaries of the Corporation;

create, improve and implement liquidity risk policies;

evaluate complex structured transactions and advise senior management on financial risks andother implications; and

maintain global relationships with creditors, rating agencies and regulators; and participate ininstitution-wide strategic projects, with specific focus on financial analysis, capital and riskrelated issues.

8.8.1.3Lending Operations

This function will principally be responsible for developing and implementing the lending policiesand procedures of the Corporation. The function will be segmented along target sectors/marketssuch as:

Agribusiness

Information and Communication Technologies

Manufacturing and Services

Infrastructure

Oil & Gas, Mining and Chemicals

8.8.1.4 Risk Management

The function shall ensure that the full ambit of risk categories are identified, assessed, measured,controlled and reported. Specifically, the function shall be responsible for:

Identifying major issues to be monitored/controlled to keep the Corporation's risk withinacceptable limits;

Developing tools to assist the Corporation in identifying potential risks in order to limitexposure;

Reducing portfolio concentration risks and setting of investment risks limits;

Monitoring the Corporation's reputation;

Creating awareness of the long term effects of investment decisions;

Implementing an integrated risk management system; and

Monitoring all material risks.

In addition to risk management; the division shall also be responsible for developing and imple-menting the Corporation's internal control framework as well as ensuring its sufficiency in relationto AFC's business.

8.8.1.5 Internal Audit

The Internal Audit Function shall be the main gate keeper and whistle blower of the organisation,ensuring the integrity of its financial reporting process.


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8.8.1.6Corporate Services

This function shall be responsible for providing qualitative services to the business in the areas offinancial reporting and book keeping; information technology; procurement; administration andcorporate affairs. The Human Resource function will be responsible for managing theCorporation's human capital through the development and deployment of best practice humancapital management policies and procedures.

8.8.1.7 Legal and General Secretariat

The principal responsibility of this function is to provide qualitative legal services to the Corpora-tion and ensure that the Corporation's operations are in line with relevant regulations and statutes.The function will also provide company secretarial services ensuring smooth management ofshareholder relations.

8.8.1.8 Business Planning and Corporate Strategy

The function will be responsible for the development and articulation of Institution-wide plans andstrategies in conjunction with the Corporation's management and business unit heads. The func-tion will also be responsible for research and studies as well as periodic benchmarking of theCorporation's operations and strategies with those of its competitors.

8.9 Rollout/Implementation Plan

The activities needed to be performed to ensure the full-scale operation of AFC and theirplanned timelines are shown below:

Implementation timeline

8.10 Long Term Outlook - Plans for Expansion

Though at inception, the Corporation will largely focus its operations in West and Central Africawith a view to building critical competencies and provide funding to fast-track the growth of keysectors, it will also look at penetrating neighbouring and other friendly countries with investmentpotential. In the medium to long term (three years post inception), AFC should have consolidatedits operations within the West and Central African sub-regions and would be geared-up topenetrate other viable economies in the rest of the continent. AFC will facilitate its expansionplans by partnering with institutions like IFC, ADB and IDC which already operate on thecontinent.


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9.0 Financial Projections9.1 Introduction

The financial model presents the inputs and general parameters that form the basis of the financialappraisal of the proposed Africa Finance Corporation ("AFC" or "the Corporation" ) as well asthe resulting financial forecasts demonstrating the financial viability of the Corporation. Thefinancial model is designed to cover a 5-year forecast period and to provide a sufficient basis forinvestment appraisal by the project Sponsor, the Central Bank of Nigeria ("CBN").

9.2 Macroeconomic Assumptions

The macroeconomic assumptions adopted in the financial model reflect the prevailing macro-economic conditions in the United States of America (based on the adoption of the United States(US) Dollar as reporting and functional currency) and the proposed legal status of AFC.

9.2.1 Reporting Currency

The Corporation's functional currency shall be the United States Dollar (US$) and its financialprojections would be prepared in the same currency.

9.2.2 Inflation Rate

An average inflation rate of 3% per annum has been used in determining the trend of revenue andexpenses of the business over the 5-year historical period. The adopted inflation rate is based onthe US average historical inflation rate following the adoption of the US Dollar as reportingcurrency.

9.2.3 Taxation

Based on the legal status of AFC and its exposure to various tax jurisdictions in member states,the financial forecasts assume that AFC would not be exposed to any taxation from its businessoperations.

9.3 General Assumptions

9.3.1 Financing Assumptions

9.3.1.1 Funding

The capital funding for AFC is estimated at US$1 billion (equity) to be provided by the share-holders, which include leading private sector institutions in Africa.

9.3.1.2 Dividends

The dividend payout ratio during the forecast period shall be 30% of net income (after reserveappropriations). The balance of 70% shall be retained for reinvestment, to support theCorporation's growth strategy. It is assumed that Dividend payment will commence from the thirdyear.


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9.3.1.3 Reserves

The financial forecast assumes that 15% of net income would be appropriated into reserves forAFC to cover its general banking risks.

9.4 Operating Assumptions

9.4.1 Roll-out

In line with the implementation plan for AFC, three phases of capital expenditure have beenassumed for AFC. Details of the phases are presented below:

Pre-operational expenses estimated at US$2.5 million (i.e. 0.25% of the Corporation'sproposed capital), is expected to be incurred prior to commencement of operations by theCorporation.

Start-up expenses estimated at about US$7.0 million, comprising personnel and operatingexpenses for the first 6 months of operation.

Capital expenditure of US$7.4 million represents estimates for the first year of operations bythe Corporation. This cost estimate excludes the pre-operational and start-up expensesmentioned above.

9.4.2 Staffing requirements

AFC's staffing requirements is based on the organisation structure required for the roll out of theCorporation. In addition, provision has also been made for support staff, while total staff strengthis assumed to grow in line with business expansion.

9.5 Project Cost

The project cost for AFC is based on best-of-judgement, conservative estimates and experiencewith/models of comparable regional investment banking institutions.

9.5.1 Estimated Project Cost

Project cost is based on existing industry norms and estimates obtained from various vendors/service providers and also on the expected scale of roll out for the proposed institution.

The development cost represents estimates for the first year of operations. The project costresults in a total capital outlay of approximately US$17 million as presented below:

It should be noted that this estimate is significantly less than the proposed starting equity capitalinvestment of US$1 billion. AFC as a financial institution will leverage on its shareholders' fund toraise borrowings required to create interest-income generating assets.


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9.6 Revenues

The financial model assumes that AFC will earn the following revenue from its operations:

Interest income from its lending operations

Fee Income generated from the following components:

Lending fees

Corporate finance fees

Asset management fees

Investment income on its proprietary investments

9.6.1 Funding and Balance Sheet Structure Assumptions

The financial model is presented in a typical reporting format for a financial services institutionwith assets and liabilities stated in order of maturity and liquidity.

The two funding sources for the proposed investment bank will be the paid up share capital andborrowings. At inception, the share capital of US$1 billion will be used in financing the projectcost of approximately US$17 million leaving an unutilised balance of about US$983 million, ofthis amount, it is assumed that US$500 million would be used to fund lending operations whilethe balance of US$483 million will be invested in the financial markets to earn investment income.In subsequent years, 80% of available funds (shareholders fund brought forward from previousyear and borrowings) would be lent out while the balance of 20% would be invested in thefinancial market. In addition, excess cash earned from previous years will also be invested in thefinancial market.

9.6.2 Projected Return on Investment

The financial forecasts indicate that the project would have an Internal Rate of Return of 39%. Asummary of the key parameters and performance indicators for the proposed business is alsopresented below.

Thus, based on the financial projections presented, the Project is an attractive investment oppor-tunity, as the cash flows generated by the Project are adequate to recoup the initial investment ofUS$1 billion at the rate required by investors. Also, the forecasts indicate that AFC will befinancially stable with strong, positive cash flows, enabling it to meet its business obligations inaddition to the payment of attractive dividends to its shareholders.


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10.0 Risk Factors and MitigantsPresented below are the risk categories relevant to Africa Finance Corporation ("AFC" or "theCorporation") and the corresponding mitigating factors.

S/N Risks Mitigants

1 Business-Specific The business of AFC is subject to risks inherent in thecreation of new enterprise and starting a new financialinstitution. For instance, it may take a while for theCorporation to consummate its first transaction andultimately break even and turn the profit corner. Thelonger it takes, the greater the adverse impact on theCorporation's cash flows and its ability to survive as anentity.

Across Africa, there is a huge need for the developmentof infrastructure of various types. Also, there is a massive funding gap in respect of the development of theseneeded infrastructures. Hence, AFC appears assured ofimmediate business opportunities.

2 Economic Climate The Corporation's operations and prospects may beaffected by factors that have a significant impact ongeneral economic conditions in Africa and membercountries. Adverse changes in economic or politicalconditions impact the businesses of borrowing clientsand their ability to repay outstanding loans may beadversely affected. As a consequence, AFC's financialposition may be affected.

AFC shall use a combination of financial and non-financial indicators to monitor the health of its portfolioand shall take appropriate, adequate, proactive andcorrective measures in the event of negative trends.

3 Political Interference Political interference through the public sector holdingsof member countries poses a great threat to the globalbusiness of AFC. However, this is mitigated as.

AFC is a private sector-led initiative with the privatesector holding controlling interest and with public sectorparticipation limited to 49% only. The shares of AFCwould also be listed on stock exchanges after about five(5) years of operation. This public listing would providean ideal opportunity to exit for public sector investors,thereby further diluting public sector holdings, as theultimate plan is for AFC to be largely privately owned.


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4 Competition There are a number of similar investment/developmentinstitutions already in existence in the region. Hence,there may be competition for cheap funding, projects andclients.

Results at the business plan stage suggest that the opportunities in the market far exceed the combined capacity of theexisting development finance/investment institutions. Inaddition, AFC is being set up as a private sector-ledinstitution that will strictly adopt/apply private sector businessprinciples and practices. This will enable AFC to be moreresponsive and take advantage of ensuing businessopportunities than most of its competitors who aremultilateral/public institutions.

5 Exchange Rate The Corporation's functional currency shall be theUnited States Dollar. All its business transactions, atleast to the extent possible, shall be denominated in USDollars. This will help mitigate exchange rate risks. Inaddition, the Corporation's management will takenecessary steps to hedge location specific currency risksin each area of AFC's operations.

6 Interest Rate Huge fluctuations in interest rates could affect theCorporation's business. AFC's ability to becomeprofitable will depend partly on net interest income. TheCorporation might be unable to anticipate fluctuations ofmarket interest rates as they are affected by many macro-economic variables such as inflation, unemployment,monetary and fiscal policies in countries of operation aswell as instability in domestic and international financialmarkets, and exchange rates. However, the Corporationshould be able to manage interest rate risks by matchingits asset and liabilities as fully as possible and pricingthem appropriately.

S/N Risks Mitigants


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11.0Statutory & General Information11.1 Corporate Information

The Corporation's head office will be located in Lagos, Nigeria. The Corporation will operate ona multi-location basis with country offices across the African continent.

11.2 Incorporation and Share Capital

AFC is to be established through an agreement signed by Nigeria, other African States and bothinstitutional & intended shareholders.

AFC shall have an authorised share capital of two billion United States (US) Dollars(US$2,000,000,000) consisting of ordinary shares of US$1 each, with a proposed initial mini-mum paid up capital of one billion US Dollars (US$1,000,000,000).

11.3 Conferment with Immunities and Privileges

The Corporation is expected to sign agreements with its host countries conferring on AFC thefollowing privileges:

immunity from suit and legal process, other than for reasons linked to AFC's core business oflending and fundraising;

inviolability of residence and archives; and

Exemption from taxes and rates.

11.4 Extracts from the Charter Establishing AFC

11.4.1 Purpose

The Corporation is established to foster economic growth and industrial development in AfricanCountries, collectively and individually, and in this regard, to:

support and promote infrastructure development in Africa through the provision of investmentfunds;

facilitate African trade generally and export-oriented trade by African countries;

contribute to the development of the energy and extractive industries in Africa;

provide on-lending and refinancing facilities to African financial institutions; and

Generally engage in any kind of banking and or financial business intended to promoteinvestments in Africa.

11.4.2 Functions

To facilitate the attainment of its purposes, the Corporation shall exercise any and all of thefunctions stated below:

grant direct loans and extend credit guaranteed by commercial documents, credit instrumentsor by any other form of security;


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guarantee transactions made by other reputable financial institutions;

give open-ended or transaction-specific lines of credit to other reputable financial institutions;

own, hold, purchase, sell, withdraw, make, draw, accept, endorse, discount and carry outany operation with promissory notes, bills of exchange, option certificates for the acquisitionof shares and any other securities or credit instruments in any country approved by the Boardof Directors;

act as an international financial agent;

provide equity financing on such terms as may be approved by the Board of Directors;

provide technical assistance for the preparation, financing and execution of developmentprojects and programmes, including the formulation of specific project proposals;

meet requests from African countries to assist them in the coordination of their developmentpolicies and plans with a view to achieving better utilization of their resources, making theireconomies more complementary, and promoting the orderly expansion of their foreign trade,and in particular, intra-regional trade;

co-operate, in such manner as the Corporation may deem appropriate, within the terms ofthis Agreement, with the United Nations, its organs and subsidiary bodies, and with otherpublic international organizations and other international institutions, as well as national entitieswhether public or private, which are concerned with the investment of development funds inAfrica, and to interest such institutions and entities in new opportunities for investment andassistance; and

generally carry out any kind of banking, securities and financial operations.

The Corporation shall also undertake such other activities and provide such other services as areincidental to the foregoing, which may advance its purpose.

11.4.3 Membership

a) Membership of the Corporation shall be open to:

– independent African states, represented by their respective central banks;

– African regional and sub-regional financial institutions;

– African public and private banks, financial institutions and private investors;

– international financial institutions; and

– international institutional and private investors.

b) The conditions governing eligibility to membership shall be determined by the General Meet-ing of Shareholders of the Corporation.

c) Membership of the Corporation shall be acquired in accordance with the provisions of theAgreement upon subscribing shares of the Common Stock of the Corporation. All Share-holders of the Corporation shall subscribe to the Agreement by affixing their signaturesthereto or depositing with the Provisional Depositary a letter of acceptance of the provisionsof the Agreement.


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11.4.4 Authorised Capital

a) The initial authorized share capital of the corporation shall be two billion United StatesDollars (US$2,000,000,000) divided into two billion shares of a par value of oneUnited States Dollar (US$1) each.

b) The initial number of shares to be subscribed by each founding Shareholder shall be that setforth against its name in Schedule "A" to this Agreement, and the initial number of shares tobe allotted to other Shareholders shall be determined from time to time by the Board ofDirectors.

c) Except as provided in this Agreement, Shares shall rank pari passu in all respects.

11.4.5 General Meeting

a) The Shareholders shall hold an annual meeting (the "Annual General Meeting") and suchother meetings as may be provided for by the General Meeting or called by the Board ofDirectors. The Board of Directors shall convene a General Meeting whenever requested byholders of at least one-quarter in nominal value of the issued shares of the Corporation.

b) All General Meetings other than the Annual General Meeting shall be called Extra-ordinaryGeneral meetings.

c) Each holder of shares of the Common Stock shall have one Representative at the GeneralMeeting.

11.4.6 Board of Directors

a) The Board of Directors shall have full powers to manage the business of the Corporation. Itshall provide for its management in such manner as the Board of Directors may deem expedi-ent.

b) The Board of Directors shall be composed of not more than twenty members elected by theShareholders who shall not be Representatives or their proxies. In the election of Directors,the Shareholders shall have due regard to high competence in economic, financial and tradematters required for the office.

11.4.7 Exemption from Taxation

a) The Corporation, its property, assets, income, operations and transactions shall be exemptfrom all taxation and custom duties. The Corporation, and its receiving, fiscal and payingagents shall be exempt from any obligation relating to the payment, withholding or collectionof any tax or duty out of funds owned by, or otherwise appertaining to, the Corporation.

b) Without prejudice to the generality of the provisions of paragraph (a) of this Article, eachMember State shall take all necessary action to ensure that the property and assets of theCorporation, its capital, reserves and dividends, loans, credits, guarantees, securities, andother investments and transactions, interest, commissions, fees, profits, gains, proceeds ofrealization and other income, return and moneys of any kind, accruing, appertaining orpayable to the Corporation from any source shall be exempt from all forms of taxes, duties,charges, levies, and imposts of any kind whatsoever, including stamp duty and other docu-mentary taxes, heretofore levied or hereafter imposed in its territory.


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11.4.8 Fiscal Exemptions, Financial Facilities, Privileges and Concessions

a. The Corporation shall be accorded by each Member State a status not less favourable thanthat of a non-resident corporation, and shall enjoy all fiscal exemptions, financial facilities,privileges and concessions granted to international organizations, banking establishments andfinancial institutions by the Member States.

b. The Corporation may freely and without any restriction, but to the extent necessary toimplement its purpose and carry out its functions, set forth in the Agreement:

i. carry on all forms of banking business and financial services authorized under thisAgreement;

ii. purchase, hold and dispose of national currencies;

iii. purchase, hold and dispose of convertible currencies, securities, bills of exchange andnegotiable instruments, and transfer the same to, from or within the territory of anyMember State;

iv. open, maintain and operate accounts in national currencies in the territories of theMember States;

v. open, maintain and operate convertible currency accounts in the territories and outsidethe territories of the Member states;

vi. raise funds and make loans in convertible currencies; and

vii. carry out any operation authorized under this Agreement.

11.5 Documents Available for Inspection

Copies of the following documents will be available for inspection at the offices of KPMGProfessional Services, 22a Gerrard Road, Ikoyi, Lagos, Nigeria; and Central Bank of Nigeria,Head Office Building, Central Business District, Garki, Abuja, Nigeria between the hours of8.00am and 5.00pm Nigerian time throughout the placement period.

The business plan for AFC

Agreement for the establishment of AFC

Head Office Agreement between AFC and the Federal Republic of Nigeria

Branch Office Agreements

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