B&I is without doubt the leading law firm in the Nigerian capital market. We advise Issuers of securities seeking to raise funds from the capital market as well as Issuing Houses, Trustees and other Capital Market Operators.
We have been engaged in Global Depositary Receipts (GDR) Offers, Initial and general Public Offers, Offers for Sale or Subscription, Rights Issues, Government Bonds, Debt/Loan Stock Issues and Private Placement transactions. Our experience spans a broad range of products as well as domestic and international offerings. Clients can benefit from our extensive experience in:
- Equity offerings
- Debt offerings
- Sovereign and sub-sovereign issues
- Supranational offerings
- Securitization
- Derivatives
- Collective Investment Schemes
- Structured Products
As the capital markets evolve, more and more deal structures require experience and capabilities in multiple areas of law, we bring the knowledge necessary to complete the most complex transactions in the most efficient manner to the table at all times.
Case Notes
Counsel to Glaxo Smithkline Consumer Nigeria Plc in connection with the divestment of its Lucozade and Ribena drinks business to Suntory Beverage & Food Nigeria Limited.
- Nigerian counsel to the Bank in connection with the establishment of a US$1,000,000,000 (One Billion United States Dollars) Medium Term Notes Programme under which the Bank has issued US$500,000,000 (Five Hundred Million United States Dollars) 6.25% Notes due 2019.
- Nigerian counsel to the Bank in connection with the listing of 125,000,000 Global Depositary Receipts (the “GDRs”) on the official list of the United Kingdom Listing Authority and to trading on the Regulated Market of the London Stock Exchange plc (the “LSE”). The GDRs were listed by way of technical listing, the first of its kind by a Nigerian Company.
Trustee Counsel in connection with its N12,000,000,000.00 (Twelve Billion Naira), 5-Year, 10.2% fixed rate senior unsecured notes.
Trustee Counsel in its N5,000,000,000 (Five Billion Naira) Debt Issuance Programme. The first tranche comprising N1,500,000,000 (One Billion, Five Hundred Million Naira) 14% Fixed Rate Senior unsecured Bonds was offered by way of a public offering via a book building process.
Solicitors to the Company in connection with the equity investment by Blue Falcon Property Limited (an affiliate of RMB Corvest) and debt financing by FirstRand Bank Limited acting through its Rand Merchant Bank division.
Nigerian counsel in connection with the Cross-border secondary listing of its securities on the Johannesburg Stock Exchange (the largest stock exchange in Africa).
- Nigerian Counsel in connection with the admission of Lekoil’s shares to trading on the AIM market of the London Stock Exchange Plc. and its US$50,000,000 (Fifty Million United States Dollars) placing of its shares to strategic institutional investors.
- Nigerian Counsel in connection with its US$35,000,000 (Thirty Five Million United States Dollars) standby equity distribution arrangement.
Establishment of a US$100,000,000 (One Hundred Million United States Dollars) commercial real estate private equity fund, with the main fund to be domiciled in Nigeria and a parallel fund to be domiciled in Mauritius.
Transaction Counsel in connection with the US$250,000,000 (Two Hundred and Fifty Million United States Dollars) Infrastructure Fund.
Solicitors to the Trustees in connection with the Series III to V bond issuance transactions under a N4,500,000,000,000 (Four Trillion, Five Hundred Billion Naira) bond issuance programme.
Solicitors to the Fund in connection with the establishment the Africa Infraclass N30billion closed-end infrastructure fund.
- Nigerian Counsel in connection with its Euro-denominated bond issue (the first of such structure in Nigeria) and was actively involved in the engagement with the regulatory agencies and shareholders to accept the innovative deal structure.
- Transaction Counsel in connection with the establishment of a N100 billion commercial paper programme; N17,709,445,000.00 (Seventeen Billion, Seven Hundred and Nine Million, Four Hundred and Forty Five Thousand Naira) Series 1 Commercial Paper Notes issued under the programme are quoted on the FMDQ OTC.
Nigerian Counsel in connection with the equity capital raising via a private placement of Mainstreet’s shares to identified private and institutional investors.
Nigerian Counsel in connection with the proposed US$300,000,000 (Three Hundred Million United States Dollars) capital raising transaction from the European bond market under a securitised simulated GDR structure.
Trustee Counsel in the N70,000,000,000 (Seventy Billion Naira) Debt Issuance Programme, under which the Company issued N37,500,000,000 (Thirty Seven Billion, Five Hundred Million Naira) 12% Fixed Rate Senior Unsecured Bonds.
Nigerian Counsel in connection with the uniquely structured private placement of Linked Units (comprising ordinary shares linked to preference shares) by certain shareholders of MTN Nigeria (including MTNI) to identified Nigerian individuals and companies. The Linked Units allocated pursuant to the private placement are held by a nominee on behalf of the investors, and affords shareholding diversification in MTN Nigeria under an ingenious structure.
- Solicitors to the Trustees in connection with the establishment of a N65,000,000,000 (Sixty Five Billion Naira) debt issuance programme through the bank’s wholly owned special purpose vehicle, Sterling Investment Management SPV Plc.
- Transaction Counsel in connection with the N12,500,000,000 (Twelve Billion, Five Hundred Million Naira) offer by way of Rights Issue.
- Transaction Counsel in connection with the offer of N7,500,000,000 (Seven Billion, Five Hundred Million Naira) aggregate principal amount of 13% subordinate unsecured non-convertible debenture stock due 2018 to Cardinalstone Partners Limited via a Special Placement.
- Nigerian counsel to the Issuer in connection with the US$300,000,000 (Three Hundred Million United States Dollars) Eurobond issuance due 2018.
- Solicitors to the Issue in connection with the issuance of a N30,000,000,000 (Thirty Billion Naira) 16.48 per cent Subordinated Unsecured Fixed Rate Bond due 2022.
Nigerian Counsel in connection with its hybrid capital raising exercise comprised a regional public offer for subscription & rights issue (in Nigeria, Ghana and in the 8 member countries of the West African Economic and Monetary Union (UEMOA) and a discontinued international issuance of Global Depositary Receipts (GDRs).
- Offerings of unlisted GDRs following the preferential allotment of shares to Deutsche Bank (the Depositary) under a domestic public offer for subscription of shares.
- Solicitors to the Issue in connection with the establishment by the Bank of a N100,000,000,000 (One Hundred Billion Naira) Bonds Issuance Programme through its wholly owned special purpose vehicle, FCMB Financing SPV Plc and the issuance of:
- N26,000,000,000 (Twenty Six Billion Naira) 7 year 14.25% fixed rate bonds being the series l bonds under the N100,000,000,000 (One Hundred Billion Naira) debt issuance programme.
- N23,185,000, 000 (Twenty Three Billion, One Hundred and Eight Five Million Naira) 5 year 15% fixed rate bonds being the series II bonds under the N100,000,000,000 (One Hundred Billion Naira) debt issuance programme.
- N5, 104, 000, 000 (Five Billion, One Hundred and Four Million Naira) 7 year 17.25% fixed rate bonds being the series III bonds under the N100,000,000,000 (One Hundred Billion Naira) debt issuance programme.
US$250,000,000 (Two Hundred and Fifty Million United States Dollars) Notes issued by Helios Towers Finance Netherlands BV, a special purpose vehicle promoted by Helios Towers Nigeria.
- Nigerian Legal Counsel in connection with its US$550,000,000 (Five Hundred and Fifty Million United States Dollars) Million Eurobond issuance.
- Nigerian Legal Counsel in connection with its U.S$350,000,000 (Three Hundred and Fifty Million United States Dollars) Eurobond issuance.
- Nigerian Legal Counsel to the International Underwriters in connection with the offering of 37,593,985 GDRs listed on the Professional Securities Market of the London Stock Exchange, the first of its kind by a Nigerian bank.
Solicitors to the Issuer in connection with the Medium term subordinated unsecured bond issuance programme to raise up to N400,000,000,000 (Four Hundred Billion Naira). The Bank issued N20,000,000,000 (Twenty Billion Naira) 13% fixed rate subordinated unsecured notes due 2017 and N35,000,000,000 (Thirty Five Billion Naira) 14% fixed rate subordinated unsecured notes due under the Programme.
- Nigerian Counsel in connection with the offer by way of a tender to the holders of GTB Finance B.V’s outstanding U.S$500,000,000 (Five Hundred Million United States Dollars) 7.50 per cent. Notes due 2016 – the first tender offer of Eurobonds by a Nigerian corporate.
- Nigerian Counsel in connection with the establishment of the US$2,000,000,000 (Two Billion United States Dollars) Medium Term Note Programme, and issuance of US$500,000,000 (Five Hundred Million United States Dollars) 7.50% Senior Unsecured Notes through its subsidiary GTB Finance B.V. The Notes were repaid in 2016.
- Nigerian Counsel in connection with the update to the US$2,000,000,000 ((Two Billion United States Dollars) Global Medium Term Notes programme and issuance of through its subsidiary GTB Finance B.V of U.S.$400,000,000 (Four Hundred Million United States Dollars) 6% guaranteed notes due 2018.
- Trustee Counsel in its N200,000,000 (Two Hundred Million Naira) Debt Issuance Programme. The first tranche comprising N13,165,000,000 (Thirteen Billion, One Hundred and Sixty Five Million) 13.5% Fixed Rate Senior Unsecured Non-Convertible Bonds was offered by way of a public offering via a book building process.
- Nigerian Counsel to GTB in connection with the US$750,000,000 (Seven Hundred and Fifty Million United States Dollars) Global Depository Receipts (GDRs). The GDRs are listed on the floor of the London Stock Exchange, the first of its kind by a Nigerian company and by an African bank.
- Nigerian Counsel in connection with the issuance of US$300,000,000 (Three Hundred Million United States Dollars) Subordinated Notes Participation Notes due 2020 by FBN Finance Company B.V. Netherlands and the issuance of a Subordinated Note by First Bank of Nigeria Limited.
- Nigerian Counsel in connection with the issuance of US$450,000,000 (Four Hundred and Fifty Million United States Dollars) Subordinated Notes Participation Notes due 2021 by FBN Finance Company B.V. Netherlands and the issuance of a Subordinated Note by First Bank of Nigeria Limited.
Nigerian Counsel in Diamond Bank Plc.’s offering of 37,593,985 GDRs. The GDRs are listed on the Professional Securities Market of the London Stock Exchange, the first of its kind by a Nigerian bank.
- Nigerian counsel to the Joint Bookrunners in connection with Access Bank plc’s US$1,000,000,000 (One Billion United States Dollars) Global Medium Term Note Programme and the issuance of US$400,000,000 (Four Hundred Million United States Dollars) 9.25 per cent. Resettable Subordinated Notes due 2021 under the Programme.
- Nigerian counsel to the Joint Bookrunners in connection with Access Bank plc’s US$1,000,000,000 (One Billion United States Dollars) Global Medium Term Note Programme and issuance of US$300,000,000 (Three Hundred Million United States Dollars) 10.500 per cent notes due 2021 and an Exchange Offer by Access Bank Plc to the holders of Access Finance B.V’s outstanding US $350,000,000 (Three Hundred and Fifty Million United States Dollars) 7.25 per cent. Notes due 2017.
- Nigerian counsel to the Joint Bookrunners in connection with a $350,000,000 (Three Hundred and Fifty Million United States Dollars) Eurobond issuance by Access Bank Plc.
- Solicitors to the Issue in connection with the N30,000,000,000 (Thirty Billion Naira)Bond Issuance Programme.
- Establishment of a N100,000,000,000 (One Hundred Billion Naira) commercial paper programme.
Transaction counsel in connection with the budget support facility initiative established to enable participating states of the federation raise capital via a uniquely-structured note issuance programme.
Solicitors to the Trustees in connection with the N25,000,000,000 (Twenty Five Billion Naira) bond issuance transaction.
Joint Solicitors to the Trustees in connection with the N28,200,000,000 (Twenty Eight Billion, Two Hundred Million Naira) 17.5% Fixed Rate Bond issuance.
Solicitors to the Issue in connection with the establishment of the N30,000,000,000 (Thirty Billion Naira) Debt Issuance Programme and the offer for subscription of N7,000,000,000 (Seven Billion Naira) 17% Fixed Rate Bond due 2022 being the first tranche of the bond issuance.
Joint Solicitors to the Issue in connection with the establishment of the State’s N40,000,000,000 (Forty Billion Naira) Debt Issuance Programme and the offer for subscription of N8,000,000,000 (Eight Billion Naira) 17% Fixed Rate Bond due 2022 being the first series of the Programme.
- N50,000,000,000 (Fifty Billion Naira) bond issuance transaction, which was awarded the Best Bond Deal in Africa for 2010 by the EMEA Finance Achievement Award.
- Solicitors to the Issue in connection with its N50,000,000,000 (Fifty Billion Naira) bond issuance transaction, which was awarded the Best Bond Deal in Africa for 2010 by the EMEA Finance Achievement Award.
- Trustee’s Counsel in a N30,000,000,000 (Thirty Billion Naira) Debt Securities Programme through which the State issued N17,000,000,000 (Seventeen Billion Naira) 14% Fixed Rate Bonds that were repaid in 2014.
- Solicitors to the Kwara State Infrastructure Fund constituted by the State to finance strategic infrastructure projects in the State.
- Joint Solicitors to the Issue in connection with the establishment of a N500,000,000,000 (Five Hundred Billion Naira) Bond Issuance Programme and the issuance of N47,000,000,000 (Forty- Seven Billion Naira) 16.5% Fixed Rate Bonds under the Programme.
- Transaction Counsel in connection with the restructuring of its N80,000,000,000 (Eighty Billion Naira) 14.5% Fixed Rate Bonds due 2019 (Series 1) and its N87,500,000,000 (Eighty-Seven Billion Five Hundred Million Naira) 13.5% Fixed Rate Bonds due 2020 (Series 2) under the N 167,500,000,000 (One Hundred and Sixty-Seven Billion Five Hundred Million) Debt Issuance Programme.
- Joint Solicitors to the Transaction which in connection with its N 167,500,000,000 (One Hundred and Sixty-Seven Billion Five Hundred Million Naira) Debt Issuance Programme under it issued series of bonds.
- Joint Solicitors to the Transaction which in connection with its N275,000,000,000 (Two Hundred and Seventy-Five Billion Naira) Debt Issuance Programme under it issued series of bonds.
- Nigerian counsel to the Joint Lead Managers and Bookrunners in connection with the proposed US$300,000,000 (Three Hundred Million United States Dollars) diaspora bond issuance.
- Nigerian counsel to the Federal Republic of Nigeria in connection with the establishment of a US$11,000,000,000 (One Billion United States Dollars) Global Medium Note Programme and the issuance of US$1,000,000,000 (One Billion United States Dollars) 7.875% Medium Term Notes due 2032 under the Programme.
- Nigerian counsel to the Federal Republic of Nigeria in connection with the issuance of N3,337,383,000.00 (Three Billion Three Hundred and Thirty Seven Million, Three Hundred and Eighty-Three Thousand Naira) 15.10% Bonds due 2017 and N5,310,000,000.00 (Five Billion Three Hundred and Ten Million Naira) 16.39% due 2022 in the form of Global Depository Notes.
- Nigerian counsel to the Federal Republic of Nigeria in connection with the US$1,000,000,000 (One Billion United States Dollars) sophomore Eurobond transaction consisting of US$500,000,000 (Five Hundred Million United States Dollars) Notes due 2018 and US$500,000,000 (Five Hundred Million United States Dollars) Notes due 2023.
- Nigerian counsel to the Federal Republic of Nigeria in connection with debut US$500,000,000 (Five Hundred Million United States Dollars) Notes due 2021. As this was Nigeria’s first ever issuance of bonds on the international capital market, we acted as Nigerian Counsel to the Government and advised on several complex and sometimes novel statutory, regulatory, administrative and structural challenges.
