Investor Presentaiton
The Sukuk will be implemented using the following Transaction Structure
Transaction Structure
UNITY AND FAITH PEACE AND PROCESS/
8. Declaration
of Trust
SUKUK HOLDERS
16. Purchase
Payments
13.
Rent
Payments
HATANDRO
Commentary on Transaction Structure
1
2
5
The Federal Ministry of Works & Housing (FMW&H), Federal Capital Territory Administration (FCTA) & Ministry of Niger
Delta Affairs (MNDA) issue Letters of Allocation of specific sections of land to the Issuer for construction and rehabilitation of
identified Roads.
FMWH, FCTA & MNDA execute Forward Ijarah Agreements with the Issuer to lease the Roads.
Unilateral Purchase Undertakings are executed by FMWH, FCTA & MNDA to purchase the Roads from the Issuer at
maturity of the Sukuk. Unilateral Undertakings are also executed by the Issuer to sell the Roads to FMWH, FCTA & MNDA
at maturity of the Sukuk.
The Issuer enters into a Construction Agency Agreements with FMWH, FCTA & MNDA to appoint contractors to
construct/rehabilitate the roads.
The Issuer also enters into Service Agency Agreements with FMWH, FCTA & MNDA to undertake major repairs on the
Roads after construction.
3&4
Trustees
CBN & TRUSTEE
7. Investors
subscribe to the
offer & Issuer issues
certificates
12.
Payment
Rent
15. Purchase
Payment
6
7
11. Delivery
of Roads
On the back of these contracts, the Issuer issues dematerialized investment certificates to investors in an offer for
subscription and funds realised are utilised to execute the Road projects.
8
2,3&4. Forward
Lease Agreements
& Undertakings
The Issuer declares a trust over the Roads in favour of the Sukuk holders under a Declaration of Trust Deed and appoints
Trustees (the "Delegate Trustees") to carry out its functions as Trustees under the trust.
1. FMW&H, FCTA
& FMNDA
Transfer rights to
Land for
construction of
Roads to SPV
FGN ROADS SUKUK COMPANY 1
PLC (SPV)
As ISSUER/LESSOR/PRINCIPAL
9
UNITY AND FATIH PEACE AND PROGRESS
The Issuer pays the contractors through its Agents, FMWH, FCTA & MNDA for construction/rehabilitation of Roads from the
Sukuk proceeds after the work done by the contractors are certified by FMWH, FCTA & MNDA and the Delegate Trustees.
5&6. Construction
& Service Agency
Agreements
9. Project 10. Project
Payment
FGN AS LESSEES
10
Delivery
14. Exercise of
Sales/Purchase
Undertakings
The contractors deliver the completed Roads to the Issuer, through FMWH, FCTA & MNDA.
11
The Issuer (as Lessor) delivers the Roads to FMWH, FCTA & MNDA (as Lessees), pursuant to the Forward ljarah
Agreements.
The FGN pays periodic rentals for the use of the Roads to the designated repayment account with the CBN for the entire
tenor of the Sukuk.
STRICTLY PRIVATE & CONFIDENTIAL
UNITY AND FACTANT PROCES
FMW&H, FCTA & FMNDA AS
AGENTS
KEY:
12
FMW&H Federal Ministry of Works & Housing.
FCTA - Federal Capital Territory Administration
FMNDA - Federal Ministry of Niger Delta Affairs
2
13
The CBN, as Paying Agent, transfers the periodic distribution amounts to Sukuk holders on the scheduled dates.
14
At maturity of the Sukuk, the Issuer exercises the Purchase Undertakings and the Roads are purchased by the FGN.
15
The FGN pays in full the purchase amount to redeem the principal investment made by investors to the designated
repayment account with the CBN.
16
The CBN, as Paying Agent, transfers the purchase amounts to Sukuk holders at maturity of the Sukuk in Bulk and the SPV
cancels the certificates.
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