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Private Placement Memorandum International by gsx20636

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									THIS DOCUMENT IS IMPORTANT AND SHOULD BE READ CAREFULLY. If you are in any doubt about its
contents or the action to be taken, please consult your Banker, Stockbroker, Accountant, Solicitor or any other
professional adviser for guidance immediately.
“For information concerning certain risk factors which should be considered by prospective investors, see ‘risk
factors’ commencing from page 35”

                                        PRIVATE PLACEMENT OF
                                                  ORDINARY SHARES OF N1.00 EACH

                                                              PER SHARE

                                               PAYABLE IN FULL ON APPLICATION

                                                       OPENS Monday, 27th February, 2006
                APPLICATION LIST
                                                       CLOSES Monday, 27th March, 2006

                                                  JOINT ISSUING HOUSES:

          (A MEMBER OF THE FIRST CITY GROUP)           RC 446561

                                                                                                        RC 105859

This Private Placement Memorandum and the securities which it offers have been registered by the Securities &
Exchange Commission. The Investment and Securities Act Cap I24 LFN 2004 provides for civil and criminal
liabilities for the issue of a Private Placement Memorandum that contains false or misleading information. The
Private Placement Memorandum is not a Prospectus and does not constitute an offer or an invitation to the general
public to subscribe to the securities offered therein. Each prospective investor to whom this Private Placement
Memorandum has been addressed is expected to scrutinize the information contained therein independently, for
which the Directors of Jaiz International Plc have individually and collectively accepted responsibility.

                          This Private Placement Memorandum is dated 15th February, 2006
IMPORTANT NOTICE                                                                               3
DEFINITIONS                                                                                    4
SUMMARY OF THE PRIVATE PLACEMENT                                                               5
DIRECTORS & OTHER PARTIES                                                                      7
SECTION 1.   THE CHAIRMAN’S LETTER                                                            10
       1.1   Outlook for the Nigerian Economy                                                 10
       1.2   Overview of the Nigerian Banking Industry                                        11
       1.3   Prospects for the Nigerian Banking Industry                                      12
       1.4   History and Overview of Non-Interest or Islamic Banking                          13
       1.5   History of Jaiz International Plc                                                13
       1.6   Technical Support from Islamic Development Bank                                  14
       1.7   The Jaiz Value Proposition                                                       14
       1.8   Products and Services                                                            15
       1.9   Directors & Key Management Staff                                                 17
       1.10  Board and Management of Proposed Bank                                            21
       1.11  Premises                                                                         21
       1.12  Purpose of the Private Placement                                                 22
       1.13  Working Capital                                                                  22
       1.14  Future Plans                                                                     22
SECTION 2.      PROFIT FORECAST                                                               23
       2.1      Letter from the Reporting Accountants                                         23
       2.2      Confirmation of going concern status                                          24
       2.3      Profit and dividend forecast for the five years ending 31st December 2010     25
       2.4      Bases and Assumptions                                                         27
       2.5      Letter from the Joint Issuing Houses                                          29
       3.1      Letter from the Reporting Accountants                                         30
       3.2      Statement of Accounting Policies                                              31
       3.3      Statement of Affairs                                                          31
       3.4      Notes to Statement of Affairs                                                 32
       4.1      Incorporation and Share Capital History                                       34
       4.2      Shareholding Structure                                                        34
       4.3      Directors’ Beneficial Interests                                               34
       4.4      Indebtedness                                                                  35
       4.5      Subsidiaries and Associated Companies                                         35
       4.6      Risk Factors                                                                  35
       4.7      Extracts from the Memorandum & Articles of Association                        36
       4.8      Claims and Litigation                                                         45
       4.9      Material Contracts                                                            45
       4.10     Costs and Expenses                                                            45
       4.11     Declaration                                                                   45
       4.12     Consents                                                                      46
       4.13     Documents available for inspection                                            47
       4.14     Relationship between the Issuer and its Advisers                              47
       4.15     Compliance with code of corporate governance                                  47
PROCEDURE FOR APPLICATION AND ALLOTMENT                                                       48
APPLICATION FORM                                                                              49
INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM                                              50

       Jaiz International Plc – Private Placement Memorandum                                       2

This Private Placement Memorandum (“the Memorandum” or “PPM”) contains confidential information about Jaiz
International Plc (“Jaiz” or “the Company”) and is intended mainly for the purpose of giving information to the
selected group of potential investors to whom it is addressed. This document is not a Prospectus and does not
constitute an offer or an invitation to the general public to subscribe to the securities offered herein. Subscription to
the shares being offered may only be made by prospective investors who have been specifically invited to take up
shares in Jaiz in accordance with the terms and conditions contained in this Memorandum. Every prospective
investor to whom this document is addressed is expected to scrutinize the information contained in this
Memorandum independently and evaluate the securities it offers.

The information contained in this Memorandum and any other documents or information furnished in connection
with the Issue is confidential and proprietary to the Joint Issuing Houses and is solely for the confidential use of such
persons with the express understanding that without prior written permission of the Joint Issuing Houses, such
persons will not release the Memorandum or discuss the information contained herein or make reproductions of or
use the Memorandum for any other purpose other than evaluating a potential investment in the Company.

The Memorandum includes certain statements, financial estimates and projections with respect to the future
performance of the Company. These statements, estimates and projections reflect various assumptions by the
Company concerning anticipated results, which have been included solely for illustrative purposes. These statements,
estimates and projections should not, however, be relied upon as a representation, warranty or undertaking,
expressed or implied, as to the future performance of the Company, and actual results may vary materially from the
projected results contained herein and/or the assumptions on which such statements, estimates and projections were

The receipt of this Memorandum or any information contained in it or supplied with it or subsequently
communicated to any person does not constitute investment advise from the Joint Issuing Houses to any potential
investor. Each potential investor should make their own independent assessment of the merits or otherwise of
subscribing to the securities offered herein and should take their own professional advice.

An application has been made to the Securities & Exchange Commission to register the securities described herein.
The Directors of Jaiz collectively and individually accept full responsibility for the accuracy of the information
contained in the Memorandum. The Directors have taken reasonable care to ensure that the facts contained herein are
true and accurate in all respects and confirm, having made all reasonable enquiries, that to the best of their
knowledge and belief, there are no other material facts the omission of which would make any statement herein
misleading or untrue.

          Jaiz International Plc – Private Placement Memorandum                                                       3

1.    Al-Wadiah                     Safe keeping arrangements between Depositors and Bank

2.    CBN                           Central Bank of Nigeria

3.    IBBL                          Islami Bank of Bangladesh Limited

4.    IDB                           Islamic Development Bank

5.    IFI                           Islamic Financial Institutions (wholly owned Islamic Banks)

6.    Ijara                         A leasing contract for operational assets i.e motor vehicles, aircraft, ship etc

7.    Istisnah                      Method of financing, defined as a contract for acquisition of manufactured goods, by
                                    specification or order, where price is paid gradually in accordance with progress of job

8.    Islamic Banking               Profit and Loss sharing Banking or Non-Interest Banking

9.    Jaiz or the Company           Jaiz International Plc

10.   Jaiz Bank or the Bank         The proposed Jaiz Bank International Plc

11.   Memorandum or PPM             Private Placement Memorandum

12.   Mudarabah                     A PLS mode whereby the IFI provides the entire capital for financing a project, whilst
                                    the entrepreneur offers his labour and expertise

13.   Murabaha                      Mark up or Cost plus financing.

14.   Musharaka                     A PLS mode whereby the IFI partners with the entrepreneur. Akin to a Joint Venture.

15.   PLS                           Profit and Loss Sharing

16.   Riba / Usury                  Excess goods or money (interest) charged on a principal amount

17.   SEC or The                    Securities & Exchange Commission

18.   Shariah                       Islamic Law

19.   Takaful                       Islamic insurance services

20.   The Placement                 Private Placement of 10,500,000,000 Ordinary Shares of N1.00 each at N1.00 per share
                                    in Jaiz International Plc

              Jaiz International Plc – Private Placement Memorandum                                                      4
The following information should be read in conjunction with the full text of the PPM, from which it is derived:
 1.    ISSUER:                               Jaiz International Plc (“Jaiz” or “the Company”)
       Authorised:                           N13,000,000,000.00 comprising 13,000,000,000 ordinary shares of N1.00 each.
       Issued and fully paid:                N2,500,000,000.00 comprising 2,500,000,000 ordinary shares of N1.00 each.

 3     THE PRIVATE PLACEMENT                 10,500,000,000 ordinary shares of N1.00 each at N1.00 per share in Jaiz.

 4.    PURPOSE:                              The Private Placement is being undertaken to enable Jaiz increase its
                                             shareholders fund in order to comply with the CBN stipulated N25billion
                                             minimum requirement for Nigerian Banks.

 5.    METHOD OF ISSUE:                      By Private Placement.

 6.    PRIVATE PLACEMENT PRICE:              N1.00 per share.

 7.    PAYMENT:                              In full on acceptance.

 8.    OPENING DATE:                         27th, February, 2006.

 9.    CLOSING DATE:                         27th March, 2006.

 10.   USE OF PROCEEDS:                      The Private Placement of N10.5 billion is being undertaken as a prelude
                                             to a subsequent Public Offer of N13 billion to enable Jaiz raise additional
                                             finance to comply with the CBN’s stipulation on the minimum shareholders’
                                             funds as well as to drive the expansion of its operations. The net proceeds of
                                             the Private Placement, after deducting costs and expenses, estimated at
                                             N619.71 million, will be applied as follows:
                                                                                  N’mn          %    Estimated project
                                                                                                     completion period
                                              1. Business Expansion Plans
                                                 Branch Expansion                    3,767   38.13                 5 years
                                                 Information   Technology            1,252   12.67                 5 years
                                              2. Working Capital Support             4,861   49.20                    n/a
                                                                                     9,880     100

       MARKET CAPITALISATION AT              N13,000,000,000.00

 13.   UNDERWRITING:                         The Offer will not be underwritten, at the instance of the Issuer.
 14.   CLAIMS AND LITIGATIONS:               As at 31st December, 2005, Jaiz had no pending claim or litigation against
                                             it and had not instituted any action against any third party.

 15.   STATUS:                               The new ordinary shares to be issued shall rank pari passu in all respects
                                             with the existing issued ordinary shares of the Company

 16.   QUOTATION:                            No application has been made to the council of The Nigerian Stock

         Jaiz International Plc – Private Placement Memorandum                                                         5

17.        FINANCIAL SUMMARY (extracts from Reporting Accountants reports)
                                                      As at 31 December 2005                               As at 30 September 2005
                                                            (Unaudited)                                           (Audited)
                                                                                                    N                               N
           Fixed Assets                                                                     15,494,589                      12,437,260
           Current Assets
           Investments                                                                     57,000,000                        57,000,000
           Debtors and Prepayments                                                         26,779,195                        13,076,851
           Cash at Bank and in Hand                                                       345,385,362                       377,676,613
           Deposit with Central Bank of Nig                                             2,334,388,221                     2,306,093,000
                                                                                        2,763,552,778                     2,753,846,464
           Current liabilities
           Creditors and Accruals                                                          16,872,391                         9,036,282
           Net Current Assets                                                           2,746,680,387                     2,702,334,838
           Total Net Assets                                                             2,762,174,976                     2,757,247,442
           Capital and Reserves
           Called-Up Share Capital                                                      2,500,000,000                     2,500,000,000
           Deposit for Shares                                                              59,154,428                        59,154,428
           Pre-Operational Account                                                        203,020,548                       198,093,014
           Shareholders’ Funds                                                          2,762,174,976                     2,757,247,442

           Year ending 31st December                        2006                  2007          2008          2009            2010
                                                           ( N’m)                ( N’m)        (N’m)         (N’m)           ( N’m)
          Gross Earnings                                         482                5,046          7,678        11,259          18,169
          Profit before taxation                                   16               2,861          3,862          6,334          12,385
          Profit after taxation                                   11*               2,037          2,749          4,510           8,817
          Dividend                                                  0               (520)        (1,300)        (2,600)         (5,200)
          Forecast earnings per share (kobo)**                      0                   8             11             18              35
          Forecast earnings yield at offer price (%)                0                   8             11             18              35
          Forecast dividend per share (kobo)**                      0                   2              5             10              20
          Forecast dividend yield at offer price (%)                0                   2              5             10              20

          Forecast price/earnings ratio at offer price              0.

                                                                                     12.5           9.09           5.56            2.86

* Note: It is expected that the Company will conclude its capital raising initiatives (including a subsequent Offer for
Subscription of 13,000,000,000 ordinary shares) by 31st October, 2006 following which the Central Bank of Nigeria will issue Jaiz
a banking licence. With the subsequent commencement of operations, the bank anticipates improved profitability and returns to
shareholders from 2007.
**The EPS and DPS are calculated on the basis of 26,000,000,000 ordinary shares expected to be in issue as at 31st December,

             Jaiz International Plc – Private Placement Memorandum                                                                 6

Dr. Umaru Abdul Mutallab, CON (Chairman)                   Alhaji (Dr.) Aminu Dantata, CON
15 Sani Sami Road                                          176, Sarari Quarters
Kaduna.                                                    Kano City
Kaduna State                                               Kano
Alhaji M. Mustapha Bintube (Managing Director/CEO)         Alhaji Tajudeen Dantata
Jaiz International Plc                                     176, Sarari Quarters
Plot 785 Herbert Macaulay Way                              Kano City
Central Business District                                  Kano
Dr. Abdulateef Adegbite, CON                               Alhaji Aminu Sule Garo
174B, Murtala Muhammed way                                 Plot 785 Herbert Macaulay Way
Adekunle                                                   Central Business District
Ebute Metta                                                Garki, Abuja.

Mallam Nafiu Baba Ahmed                                    Group Captain Usman Jibrin
9, Gidan Rediyo Close                                      9, Coronation Crescent,
Kaduna.                                                    Kaduna
Kaduna State.                                              Kaduna State.
Mallam Shuaibu Ahmed                                       Amb. (Engr.) Bunu Sherif Musa
3, Lau Road                                                No. 23, Gana Street
Bauchi                                                     Maitama

Alh. Zayyana Ahmed                                         Alh. Abdullazeez Ude
38C, Jabi Road                                             16, Mekuewen Road
Kaduna                                                     Ikoyi
Kaduna State.                                              Lagos.

Alhaji Sani S. Anka                                        COMPANY SECRETARY:
9, Halliru Dantoro Close                                   Braton & Associates
Malali GRA,                                                2, Goriola Street
Kaduna                                                     Victoria Island
Kaduna State.                                              Lagos

Malam Falalu Bello                                         REGISTERED ADDRESS:
7, Gobir Road                                              Jaiz International Plc
Off Degel Road                                             Plot 785 Herbert Macaulay Way
Kaduna                                                     Central Business District
                                                           Garki - Abuja
                                                           Telephone Numbers:        +234 9 234 7568; 234 9 234 7614
Ambassador Yerima Abdulahi
Plot 785 Herbert Macaulay Way
Central Business District
Garki, Abuja.

        Jaiz International Plc – Private Placement Memorandum                                                      7

FCMB Capital Markets Limited
Primrose Tower
17A, Tinubu Street

Finmal Finance Services Limited
Plot 785, Herbert Macaulay Way
Central Business District

APT Securities and Funds Limited                           Independent Securities Limited
Church House (5th floor)                                   1st floor, Leventis Building
29, Marina                                                 42/43, Marina
Lagos.                                                     Lagos.

Capital Assets Limited                                     Kundila Finance Services Limited
Bookshop House (8th floor)                                 Ahmadu Dantata House
50/52 Broad Street                                         No. 1c, Beirut Road
Lagos.                                                     Kano.

CSL Stockbrokers Limited                                   Nigerian Stockbrokers Limited
Primrose Tower (3rd floor)                                 NAL Towers
17A, Tinubu Street                                         20 Marina
Lagos.                                                     Lagos.

FIS Securities Limited                                     Sigma Securities Limited
2 Macarthy Street                                          3rd floor, NSITF/Labour House
Onikan                                                     Central Business District
Lagos.                                                     Garki

Gidauniya Investment & Securities Limited                  Tiddo Securities Limited
Kano Foundation Building                                   1st floor, Left Wing, Labour House
15, Bayero University Kano Road                            Central Area
Kano.                                                      Garki
IBN Securities Limited
Okoi Arikpo House (5th floor)
5, Idowu Taylor Street
Victoria Island

         Jaiz International Plc – Private Placement Memorandum                                  8

Wali-Uwais & Co
Right Wing, 1st Floor, Afri-Investment House
Plot 2669 Aguiyi Ironsi Street
Cadastral Zone A6, Garki

Suleyman Consulting
Plot 479, Bangui Street
Off Ademola Adetokunbo Crescent
Wuse 2
Muhtari Dangana & Co
Plot 935, Azores Street,
Off Aminu Kano Crescent,
Wuse II
Pannell Kerr Forster
Tapa House
3/5 Imam Dauda Street
off Eric Moore Road

Ahmed Zakari & Co
African Alliance House (5th floor)
Airport Road

First Registrars Limited
Plot 2, Abebe Village Road

First Bank of Nigeria Plc
Samuel Asabia House
36, Marina

         Jaiz International Plc – Private Placement Memorandum   9

The following is the text of a letter from Dr. Umaru Abdul Mutallab, C.O.N on behalf of the Board of Directors of Jaiz
International Plc.

15th February, 2006
The Directors
FCMB Capital Markets Limited
Primrose Tower
17A, Tinubu Street
The Directors
Finmal Finance Services Limited
Plot 785, Herbert Macaulay Way
Central Business District
Dear Sirs,
On behalf of the Directors of Jaiz International Plc (“JAIZ”), I am pleased to provide the following information
relating to the Private Placement of 10,500,000,000 Ordinary shares of N1.00 each at N1.00 per share, which you are
making on our behalf:

         Nigeria is the second largest economy in sub-Saharan Africa after South Africa. It is the tenth largest
         producer of crude oil in the world with a daily output of about 2.1 million barrels. It also has enormous
         natural gas reserves, vast agricultural lands, natural resources and a dynamic private sector. Of its 45 years of
         independence, Nigeria was governed by various military governments for over 29 years, with several brief
         interludes of civilian governance. However, Nigeria returned to a democratically elected civilian government
         headed by President Olusegun Obasanjo, on 29th May, 1999 and the administration is currently in its second
         term. President Obasanjo's administration has identified corruption and the absence of good governance as
         issues that need to be vigorously addressed. After many years of economic mismanagement and widespread
         corruption, there is now a dynamic reform team supporting the President in driving forward an ambitious
         economic reform agenda. The government has launched its home-grown poverty reduction strategy – the
         National Economic Empowerment and Development Strategy (“NEEDS”) in order to restore macroeconomic
         stability, ensure transparent and good governance as well as effective management of the nation’s resources.
         NEEDS supports measures to curb corruption, reduce waste, and establish the right set of values. NEEDS
         targeted a minimum annual GDP growth rates of 5% in 2004, 6% in both 2005 and 2006 and 7% in 2007.
         According to the Central Bank of Nigeria, the Nigerian economy at the end of the 2004 fiscal year recorded a
         growth in GDP of 6.1%, which was above the 5% growth targeted for the year. From all indications the
         projected GDP growth rate of 6% for 2005 would have been achieved, as Nigeria’s GDP at the end of the year
         would have benefited significantly from the soaring crude oil prices in the international markets as well as
         improved output from the agricultural sector. Furthermore the single-digit projected inflation rate may be
         achievable this year, as the banking industry reforms are expected to force interest rates downwards
         significantly. The Federal Government’s promise to avoid further hikes in the pump price of petroleum
         products, would also increase the likelihood of realising the NEEDS target of single digit inflation.

             Jaiz International Plc – Private Placement Memorandum                                                       10

      In furtherance of the main thrust of NEEDS, the present administration has stringently pursued fiscal
      discipline through the establishment of a Due Process Office under the Ministry of Finance. This has led to
      the savings of over N150 billion from overpriced contracts and has made giant strides towards instilling
      discipline, transparency and accountability in public institutions and government operations. The
      administration was also able to secure US$18billion debt forgiveness from the Paris club, which would result
      in significant savings of about $1.2 billion annually that would hitherto have been required to service the
      foreign debt portfolio. Furthermore, the government has begun to withdraw from the dominant role it plays
      in the economy through its liberalisation, deregulation and privatisation policies. The Bureau of Public
      Enterprises, the government agency entrusted with the responsibility of actualizing the privatising
      programme has succeeded in disposing of several key national assets in the last 12 months. It is expected that
      with the eventual privatisation of key telecommunication, oil and gas, transportation and power assets, the
      Federal Government would have essentially completed the transfer of the ownership of these national assets
      from the public to the private sector. The private-sector-driven ownership of these entities is expected to
      inject the requisite technical, managerial and financial resources to ensure that these companies are run with
      maximum efficiency. With the monetization of fringe benefits as well, government is expected to dispose of
      several assets including houses, motor vehicles etc and consequently benefit from the resultant reduction in
      the cost of running the government.
      The promulgation of the Pension Reform Act, 2004 has opened a new vista of opportunities in pension
      administration in Nigeria. The Act provides for a fully funded contributory pension scheme as opposed to the
      previous defined benefits scheme, which oftentimes, was unfunded and therefore incapable of meeting the
      aspirations of millions of retirees. The recent appointment and subsequent granting of licenses to Pension
      Fund Administrators and Pension Fund Custodians is expected to herald the formal commencement of the
      new contributory pension scheme.


      The banking industry remains one of the fastest growing sectors in the Nigerian economy, with a consistent
      average annual growth rate of 33% in gross and net earnings since 1998. The sector also accounts for over 90%
      of total financial savings in the economy, with total assets and liabilities in excess of N4.48 trillion as reported
      in the Central Bank of Nigeria (“CBN”)’s October, 2005 report. According to The Nigerian Stock Exchange
      official list as at 31st December, 2005, the Banking sector accounted for over 51% of total market capitalisation
      of The Nigerian Stock Exchange and between 1998 and 2004, recorded an average Return on Equity of over
      The Nigerian banking industry has undergone significant changes over the past 18months, in terms of
      number of products and services, ownership structure, as well as depth and breadth of operations. Prior to
      the CBN Governor’s announcement on 6th July, 2004, of a new minimum capital base of N25 billion for each
      bank, there were 89 banks with over 3,300 branches nationwide, operating in Nigeria. At least 25 of these 89
      banks were, at best, marginal players and the remainder, although sound, could not compete globally on
      account of their limited capital base. As a result of these, and in order to prevent potential financial crises as
      well as strategically position local banks in the emerging world economy, the CBN increased the minimum
      capital base to N25 billion and encouraged banks to consolidate and/or raise additional capital to ensure
      Following the expiration of the 31st December, 2005 deadline imposed by the CBN, 25 banks have emerged on
      the Nigerian banking scene. With the conclusion of the banking consolidation and recapitalisation exercise, it
      is expected that these banks will be able to achieve their full potentials and act as catalysts for economic
      development. In furtherance of CBN’s desire to develop more local banks into world-class banking
      institutions, it has also announced that any global custodian institution wishing to manage Nigeria’s external
      reserve must be ready to partner with Nigerian banks.

       Jaiz International Plc – Private Placement Memorandum                                                           11


      The Nigerian economy has continued to witness significant growth, as a consequence of the various economic
      reforms executed by President Obasanjo’s administration. The future looks even brighter, if the current pace
      is sustained coupled with the considerable debt relief the Paris Club of creditors granted Nigeria and the
      relatively high prices of oil in the international market. The banking sector, because of its strategic importance
      to the Nigerian economy, will continue to be the fulcrum of economic development. Highlights of the
      economic reforms program being implemented by the current administration and its implications for the
      industry and the larger economy are provided below:

          o Privatisation of Key Parastatals
          The privatisation of key government parastatals notable amongst which are the Nigerian
          Telecommunications Plc (NITEL), NICON Hilton Hotel, Power Holding Company of Nigeria (PHCN),
          and the Nigerian Ports Authority among others will enhance the efficiency in their operations and
          consequently boost their contribution to the national economy. Banks will play an important role in the
          operations of these privatised companies by providing funds as working capital or to increase capacity as
          the FGN will cease to give them subventions or grants.

          o Pensions Reform
          The recently enacted Pensions Reform Act, which replaces the former defined benefits scheme (largely
          unfunded) with a defined contributory scheme, compels all employers, including the FGN, to maintain
          fully funded pension schemes on behalf of their employees. This pension requirement is conservatively
          estimated to result in US$2billion of new pension savings per annum. This provides banks with increased
          deposit liability generation opportunities which will ultimately enhance their profitability.

          o Cabotage Reforms
          The recently enacted Cabotage Act amongst other provisions seeks to limit the carriage of petroleum
          products and ancillary services to vessels, tugs and barges wholly and beneficially owned by Nigerians.
          Although the fact remains that most indigenous firms lack the wherewithal as stipulated in the Act, there
          exists opportunities for banks to finance cabotage operations of indigenous firms seeking to build

          o Consolidation in the Nigerian Banking Industry:
          Banks operating in Nigeria post-2005 now all have a minimum share capital of N25billion and huge
          financial resources at their disposal (single obligor limit will also be higher). Banks will now, therefore be
          able to compete effectively in more sectors of the economy, including sectors hitherto not serviced by
          most local banks due to immense capital requirement i.e the upstream sector of the oil and gas industry,
          the telecommunication as well as power industries etc.

          o Local Content Policy
          The FGN has announced a local content policy for the energy sector, whereby all oil exploration and
          production companies are required to incorporate not less than 25% and 50% local content into their
          production activities by 2005 and 2010 respectively. Consequently significant revenues that would have
          hitherto gone to foreign oil service providers will go to local businesses. There would be finance
          opportunities for Banks to finance these operations, which will also have a positive effect on the

          Jaiz intends to be suitably positioned, by the last quarter of 2006, to exploit the opportunities that will be
          provided by the foregoing economic reform programs.

       Jaiz International Plc – Private Placement Memorandum                                                         12

      The concept of Non-interest banking or Islamic banking emerged on the world financial scene about three
      decades ago to satisfy the desire, of Muslims and non-Muslims alike, for financial services that are founded
      on strong moral or ethical values (i.e. shariah-compliant banks). The Islamic Shariah explains in detail the
      Islamic concepts of money, capital, the relationship between risk and profit as well as the social
      responsibilities of financial institutions. Disenchantment with the value-neutral capitalist financial systems
      led Muslims to demand for the entrenchment of ethical values in all their financial dealings. Although the
      core tenet of Islamic banking is the prohibition of Riba (or Usury or interest), incidentally a value the
      Christian faith equally upholds (Deuteronomy 23:19, Psalm 15:5), Non-interest banking also proscribes all
      forms of economic activities that are exploitative, morally or socially harmful to the society and encourages
      economic systems founded on the principles of equity, fairness and social justice. Thus, the prohibition of
      interest, which is an essential upshot of profit and loss banking, is in accordance with dictates of both Islam
      and Christianity.

      Basically, Islamic banking is a system of financial intermediation that avoids receipt and payment of interest
      on its transactions and hinges its operations on a profit and loss sharing (“PLS”) basis. Proponents of Islamic
      finance maintain that an interest-based economy encourages some individuals to convert their assets into
      cash and leave it idle whilst in an interest-free environment, individuals must necessarily convert their cash
      into productive assets in order to make any gains. This increased investment activity will in turn boost
      economic growth.

      In summary, the primary objective of establishing non-interest banks all over the world is to promote, foster
      and develop the application of Islamic principles in the financial services industry. More specifically, the
      objectives of Islamic banking, when viewed in the context of its role in the national economy, are listed as
               To offer contemporary financial services in conformity with Islamic shariah (i.e prohibition of interest
               on loans and deposits) and sharing profits and/or losses on transactions etc; Ensure optimum
               allocation of scarce financial resources; and
               Helping to ensure an equitable distribution of income amongst participating parties viz – depositors,
               financial intermediaries and the entrepreneurs.
      These values have contributed significantly to the rapid growth of Non-interest banking; with an estimated
      global market size of between US$250 billion and US$300 billion. Non-interest banking is practised by more
      than 250 financial institutions in over 50 countries worldwide (including the USA, Britain and other European

      Additionally, global financial institutions such as Citigroup and HSBC, realizing the potentials of Islamic
      Banking, have set up subsidiaries viz Citi Islamic Investment Bank and HSBC Amanah respectively that offer
      comprehensive Islamic banking services.

      Jaiz International Plc was incorporated on 1st April, 2003 as a public limited liability company. Jaiz has
      identified an opportunity to establish an Islamic banking institution in Nigeria based on the strong demand
      for non-interest banking amongst Nigerians, Muslims and non-Muslims alike. It is estimated that there are
      over 50 million Muslims in Nigeria, many of whom are constrained to bank with the conventional
      commercial banks that abound. Others would rather not transact business with the conventional commercial
      banks thus contributing significantly to the large pool of funds outside the banking system in Nigeria, which
      is estimated to be in excess of N450 billion. Two conventional commercial banks made vain attempts at
      setting up interest free window to tap into this market. There is currently no wholly non-interest bank in
      Nigeria. In addition, it must also be emphasised that non-interest banking, though founded on the tenets
      of the Islamic Shariah offers a unique opportunity to Nigerians of all faiths by providing an alternative to
      the traditional interest-based commercial banking.

       Jaiz International Plc – Private Placement Memorandum                                                        13
      THE CHAIRMAN’S LETTER (cont’d)
        Entrepreneurs will undoubtedly welcome a mode of financing that satisfies their funding requirements
        whilst eliminating the incapacitating burden of debt servicing (interest payments) in an environment
        characterised by volatile interest rates.
        Jaiz believes that there is an opportunity to provide comprehensive interest free banking services in Nigeria
        that will provide attractive returns, not only to its shareholders, but also to its customers and the society at
        large. In line with foregoing, Jaiz had applied to the CBN for a banking license to set up Nigeria’s first wholly
        non-interest bank to be called Jaiz Bank International Plc and subsequently raised N2.5biliion Naira in
        November, 2003 (in excess of the then N2billion capital requirement). Following its internal appraisal of the
        application, the CBN issued Jaiz a formal approval with a commitment to issue a banking licence upon
        compliance with new minimum capital requirement of N25 billion. The importance of this development
        cannot be over-emphasized as it amply demonstrates the willingness of the CBN to accommodate promising
        alternatives to conventional banking as well as their abiding belief in the viability of a non-interest bank and
        its ability to deepen the Financial Services industry.
        Jaiz International Plc had in the first phase of its capital raising process raised over N2.5billion during their
        IPO in 2003 (deposited with the CBN), and in the second phase it proposes to raise an additional N10.5 billion
        via a Private Placement to a select group of individual and institutional investors. The third and final phase of
        this recapitalisation program would involve an offer for subscription to raise about N13 billion during the
        second quarter of 2006. Towards this end Jaiz has commenced discussions with existing shareholders and a
        number of prospective investors and has obtained significant commitments from them. Upon the successful
        completion of its various capital raising exercises, Jaiz would then effect a change of name (to Jaiz Bank
        International Plc ) and having satisfied all CBN’s requirements, be issued its banking licence.

        In recognition of the fact that, Islamic Banking is a new concept in Nigeria and that the requisite skills set are
        currently unavailable locally, the promoters of Jaiz established an alliance with the Islamic Development
        Bank, Jeddah, Saudi Arabia, in 2004. IDB is an international financial institution like the African Development
        Bank and the World Bank. IDB was established on the principle of interest free transactions to foster
        economic development and social progress of member countries individually and jointly. Its membership is
        open to both Muslim and non-Muslim countries. IDB also provides equity capital and grants loans for
        productive projects besides providing financial assistance to member countries in other forms for economic
        and social development.
        Furthermore, IDB extends training facilities for personnel engaged in development activities in member
        countries. An Understanding was reached between the two institutions on 13th July, 2002 for IDB to provide
        management and technical support to Jaiz.
        As a first step towards actualizing this understanding, IDB recommended Islami Bank of Bangladesh Limited
        (“IBBL”) to provide managerial and technical support to the proposed Bank. Established in 1983, IBBL is the
        foremost and most successful non-interest Bank in Southeast Asia. IBBL is reputed to be one of the world’s
        fastest growing non-interest financial institutions, with 151 branches (from 110 in 1999). IBBL grew its total
        deposits by 278%, from US$378million in 1999 to US$1.33billion in 2004; over the same period, total
        investments also increased from US$332million to US$1.25billion an increase of over 251%. Under the terms
        of the agreement, IBBL will second five of its senior management team to the Bank, one of which will act as
        the Managing Director/CEO of the proposed Bank.

        Jaiz intends to deliver the following value proposition to the Nigerian and indeed, the sub-regional financial
        services industry:
            The prospective investors in the Nigerian banking industry will be investing in an industry that has
            historically recorded good returns on investment. In addition, the proposed Bank will receive technical
            and management support from IBBL, one of the most successful non-interest banks in the world. This
            will ensure that the Bank is professionally and profitably managed;

          Jaiz International Plc – Private Placement Memorandum                                                        14
      THE CHAIRMAN’S LETTER (cont’d)
                For the customers of the proposed bank, Jaiz will be introducing a novel product portfolio to cater to
                the aspirations of the Nigerian banking public for a truly diversified offering of banking products.
                For the first time in the history of the Nigerian banking industry, a comprehensive range of non-
                interest products will be offered to the banking public. Entrepreneurs will be availed of a unique
                mode of financing which is founded on the principles of a real partnership between the lender and
                the borrower. Interest is prohibited and as such, profit (and losses) will be shared between the parties
                involved. The customers are also spared the excruciating burden of debt service, which, studies have
                shown, is one of the banes of the Nigerian real sector;
                Non-interest banking also aligns with the objectives of the banking industry regulators in the area of
                interest rate reduction. The CBN is resolute in its quest to stabilise the financial services industry and
                ensure that it supports productive sectors of the Nigerian economy. A key step to actualizing this
                goal is the enthronement of a low interest rate regime, a major tenet of the current banking industry
                reform programme, in order to ensure that entrepreneurs can access financing at reduced cost. The
                concept of non-interest banking is therefore a welcome development from a regulatory standpoint as
                well. The existence of professionally managed banks with strong capital bases (unimpaired by losses)
                will facilitate the inflow of Foreign Direct Investments (FDI), new technology acquisitions, skills
                transfers, etc;
                Since the Jaiz banking model is non-interest based, it avoids the risks that the conventional banks are
                faced with i.e. the commitments given by lenders to pay them back their principal plus fixed interest
                at a specific date notwithstanding the outcome of the investment. If the project fails and the lender
                defaults, it may have a destabilizing ripple effect on the institution in question and indeed the entire
                financial system;

                Jaiz will only invest in projects or products that will benefit the entrepreneur and the society at large
                (Jaiz will not invest in breweries, tobacco, artilleries etc); and

                Jaiz would in the near future spin off subsidiaries that will provide a wide range of services such as
                the launch of Islamic Capital Markets products as well as Insurances services (Takaful).
        The Bank’s product offering will include the following:

                Jaiz Current Accounts
                This is similar to a current account as in conventional banking in that it pays no interest to depositors.
                It is essentially a safe keeping (Al-wadiah) arrangement between the depositor and the Bank, which
                allows depositors to withdraw their funds at any time. As in the case of a conventional Bank, cheque
                books are issued to depositors and the Bank also provides a broad range of payment facilities and
                clearing mechanisms such as bank drafts, bills of exchange and travelers cheques. For its services, the
                Bank will NOT charge Commission on Turnover, although a nominal administrative charge is
                payable. The Bank will require the permission of the account holder to make use of the funds.

                Jaiz Savings Deposit Accounts
                    o Jaiz Regular Savings Account (under Al-Wadiah)
                    o Jaiz Hajj Savings Account
                    o Jaiz savings Account (under Mudaraba)
                    The Savings Deposit Accounts will operate similar to conventional savings accounts, with
                    balances payable on demand. However, under the Mudaraba arrangement, the depositor may
                    allow the Bank to invest deposits in short term initiatives and thus share in a proportion of the
                    generated profits.

          Jaiz International Plc – Private Placement Memorandum                                                        15
      Investment Accounts
                Investment accounts are likened to fixed term accounts as offered by conventional banks.
                Here, monies are deposited with the Bank for a certain period of time. The Bank will offer
                two variants of Investment Accounts:
              o   Joint Investment Accounts
                  Depositors will enter into Mudaraba contracts with the Bank, whereby depositors are jointly
                  considered as Mudarib (lenders). The depositors will authorise the Bank to select suitable
                  investments and projects. Profits are shared according to agreed profit sharing ratios between
                  the Bank and the investing depositor(s). Losses (if any) shall be borne by the investing
                  depositors and the bank, each in proportion to the contribution made unless the Bank is
                  demonstrably negligent or in violation of agreed terms.
              o    Specified Investment Accounts
                  The Bank will receive monies from depositors desiring to appoint the Bank as an agent for
                  investing their deposits in specific projects or in a specified manner on the basis that the Bank
                  will receive a part of the net profits realised, but will not be liable for any loss which is not
                  attributable to any violation or fault by the Bank.

          Micro Credit Finance
                 A special division will be set up to cater specially for lending to small-scale entrepreneurs in
                 order to develop cottage industries. These prospects will be organized into groups and
                 collective loans extended to them with mutually reinforcing guarantees from the members as
                 well as the provision of other acceptable collateral such as landed properties.
          Cost-plus financing (Murabaha)
                 Murabaha is the most popular and most common mode of Islamic financing. It is the Islamic
                 equivalent of cost-plus financing. Under this arrangement the Bank will purchase (at the
                 request of a customer) goods (consumer products etc) and sells it to the customer with a price
                 mark-up. The Bank is obliged to tell the customer the cost and the profit it is making.

          Leasing (Ijara)
                 Under this arrangement, the Bank purchases an asset (as per specification provided by the
                 customer) and leases it to the customer on a ‘lease and return’ basis. During the period of the
                 lease, ownership of the asset remains with the lessor (Bank) but the right to use the asset is
                 transferred to the lessee (customer). Upon the expiry of the lease agreement, ownership right
                 reverts to the Bank, but the customer may elect to purchase the asset and pays a pre-agreed
                 price for it.
          Trust Financing Arrangement (Mudarabah)
                  Under this agreement, the Bank finances some transactions administered by its customer on
                  the basis that the Bank will partake in the Profit (or loss) that would arise from completion of
                  the transaction. The Bank bears all risks arising from the transaction, if it provides all the
                  finance for the transaction.

          Equity participation (Musharaka)
                 Musharaka roughly translated means partnerships and in this mode of financing, two or
                 more financiers provide funds for the execution of a project. All partners are entitled to a
                 share in the profits resulting from the project in a ratio that is mutually acceptable. However
                 losses, if any, are shared exactly in the proportion of capital contributed. The Bank in this
                 project may be a co-owner, a partner or just a provider of capital.

    Jaiz International Plc – Private Placement Memorandum                                                       16
      THE CHAIRMAN’S LETTER (cont’d)

                Istisnah is defined as a contract for the acquisition of manufactured goods, by specification or order,
                where the price is paid gradually in accordance with the progress of the job. This technique can be
                used for real estate development, where builders are paid at different stages of the building process.
                This form of financing can also be utilised for the expansion of production facilities.
                Other Banking Services
                         o    Financial advisory services
                         o    Letters of guarantee
                         o    Bills for collection services
                         o    Foreign exchange transactions
                         o    Funds transfer services
                         o    Letters of credit

        (a)     Directors
        Jaiz International Plc has assembled a formidable team of renowned international and local business
        leaders and I am pleased to introduce members of its board:
        I am a major investor and Chairman of the Board of Directors of the company; I am a professional accountant
        with over 30 years experience in Development Banking, Commercial and Merchant Banking. I am currently
        the Chairman of First Bank of Nigeria Plc, Nigeria’s largest bank in terms of capital (Over $360 million) and
        second largest in terms of Deposits and Assets (over $2.6billion and $3.6billion respectively) as at 31st March,
        2005. I have held senior management positions in the Defence Industries Corporation of Nigeria and was the
        General Manager of New Nigerian Development Company (NNDC), which is the development finance
        company of all Northern states. In 1975, I was appointed as the Federal Commissioner (Minister) for
        Economic Development and was subsequently transferred to the Co-operatives and Supply portfolio. In 1978,
        I was appointed the Executive Vice-Chairman & Managing Director of United Bank of Africa (UBA), then the
        third largest bank in Nigeria, a position I held until I voluntarily retired in 1988. I have served as Chairman or
        Director on the Boards of several companies in both public and private sectors including the then Nigerian
        Electricity Power Authority (NEPA), Nigerian Bank of Commerce and Industry (NBCI), Nigerian
        Communications Commission (NCC), NAL Bank Plc and Bank of the North. I am currently on the Boards of
        nine companies and have been conferred with Fellowships of both the Association of Chartered and Certified
        Accountants (FCCA) and the Institute of International Bankers Association (FIBA) of the United States.

        Alhaji Mohammed Mustapha Bintube: Alhaji Bintube began his career with New Nigerian Development
        Company (“NDDC”) in 1982 as an Investment Executive and rose to the position of Senior Investment
        Executive. He moved into core banking in 1989 with Commercial Bank (Credit Lyonnais) Nigeria Limited
        and served variously as Head of Corporate Finance and Medium Corporate and Private Banking
        Departments. He was a member of the Bank’s Credit and Executive Committee before leaving to join FSB
        International Bank Plc in 1995. At FSB, Alhaji Bintube rose from the rank of Assistant General Manager to
        Executive Director and successfully oversaw the growth of various businesses within the bank including:
        Corporate Banking, Public Sector, Private Banking, Consumer Banking, Financial Institutions and the Energy
        Sector. He is an alumnus of Wharton Business School, USA; Columbia Business School, USA and Insead,
        France. He has served on the Boards of many notable Nigerian companies as Director including: Nigeria Re-
        insurance Corporation, Hogg Robinson Limited, Nigeria Life and Pension Consultants and Nidogas
        Company Limited. He resigned from FSB in June 2004 to take up the new challenge of establishing and
        driving Nigeria’s first non-interest based financial institution. He holds a Bachelors Degree in Business
        Administration (1981) from Ahmadu Bello University, Zaria and an Advanced Diploma (1989) in Banking
        from Finafrica, Milan, Italy.

          Jaiz International Plc – Private Placement Memorandum                                                        17

  Dr. Aminu Alhassan Dantata, CON: A businessman, he began his career as produce buyer in 1949 in the
  family business of Alhassan Dantata and Sons Limited. He became the Chairman and Managing Director of
  the company, in 1960, a position he holds till date. Dr. Dantata was a member of the Steering Committee of
  the Nigerian Industrial Development Bank Limited, and served as a director of the bank between 1962 and
  1966. He has led several trade missions to several countries across the world. Dr. Dantata has also held
  several public offices, including Chairman, Board of Trustees, Kano Foundation, Islamic Forum of Nigeria,
  Aminu Kano Memorial College, Kano. He is the proprietor, Dantata Memorial School, Kano; Life patron,
  Nigerian Chamber of Commerce, Industry, Mines and Agriculture, Kano, National Council of Farmers and
  the Nigerian Association of Small Scale Industries among several others.
  Alhaji (Dr.) Abdullateef Adegbite, CON: Dr. Adegbite is a prominent Nigerian who has distinguished
  himself in diverse fields of endeavours such as academics, public service, legal practice, business, sports
  administration and religion. Dr. Adegbite obtained a B.A (Hons) Law from the University of Southampton in
  1962, called to Bar in 1965 (Gray’s Inn), he later obtained his Ph.D in 1966. He is a distinguished lawyer and
  solicitor to the Supreme Court of Nigeria. He has over 40 years experience in legal practice at all levels and
  has worked with diverse local and international clientele. He has written and presented over 50 papers on all
  aspects of legal practice. Dr. Adegbite is the Secretary General of the Nigerian Supreme Council for Islamic
  Affairs (1989 to date) and Legal Adviser to the Council (1974-1989). He is also a member of several Islamic
  organizations both locally and internationally. Dr. Adegbite is also a member of Council of The Nigerian
  Stock Exchange, member of Council and Executive Committee of the Lagos Chamber of Commerce and
  Industry (‘LCCI’). He is the deputy president of Nigerian-Arab Chamber of Commerce and Industry, as well
  as the Executive Chairman of Nigerian Arab Association. Dr. Adegbite has held a number of important public
  positions viz: Commissioner for Local Government Affairs, Western State of Nigeria from 1971 to 1973 and
  the Honourable Attorney-General and Commissioner of Justice from 1973 to 1975. He was the Pro-Chancellor
  and Chairman, Governing Council of the University of Maiduguri from 1984 to 1990.
  Engr. Bunu Sheriff Musa: is a Civil Engineer and a seasoned administrator. He qualified as an Engineer from
  Ahmadu Bello University, in 1973 and obtained a Master of Science Degree in Irrigation Engineering from the
  University of Southampton, UK in 1980. He held various positions in the South Chad Irrigation Project and
  Chad Basin Development Authority and at different times were Project Engineer, Chief Engineer and General
  Manager. He is a Fellow of Nigerian Society of Engineers as well as National Institute of Safety Professionals.
  Engr. B. S. Musa has at various times served as Minister of Industries in 1986; Mines, Power and Steel, in
  1989; aviation, 1990; Water Resources, 1990 and Employment, Labour and Productivity in 1993. He was the
  Nigeria’s Ambassador Extraordinaire and Plenipotentiary to the Federal Republic of France. He was
  decorated with the French National Honours of the Grand Officer of the Order of National Merit in France.
  Malam Falalu Bello, OFR: is a 1978 law graduate from the Ahmadu Bello University, Zaria. He started his
  legal career with the Kaduna State Government as Magistrate II, and moved subsequently to Northern
  Nigeria Investment Company Limited as Senior Executive/Acting Company Secretary. He was later
  appointed Kaduna State Government’s Commissioner for Trade and Industry. He was appointed the
  Managing Director/CEO of Habib Nigeria Bank Limited in 1994 until 1998 when he was appointed as
  Managing Director/CEO of Intercity Bank Plc. He resigned as the Vice Chairman/Managing Director in 2001.
  In year 2001, he was appointed Managing Director Nigerian Agricultural and Rural Development Bank
  Limited. Mallam Bello holds the National honour of the Order of the Federal Republic of Nigeria (OFR). He is
  currently the Managing Director/CEO of Unity Bank Plc.
  Alhaji (Chief) Abdulazeez Ude: a graduate of Queens College, Oxford University, England. He holds a
  Masters Degree in International Affairs as well as a certificate in African Studies from Columbia University,
  New York, USA. Alhaji Ude is one of the founding directors of Newswatch Communications Limited,
  publishers of ‘Newswatch’ weekly magazine as well as the Founder and Chairman, FP Communications
  Limited, publishers of ‘the Financial Post’. He is also a Director of Sahel Publishing and Printing Company
  Limited, publishers of ‘The Nigerian Economist’. Alhaji Ude is currently the Executive Chairman of Tanhigh
  Holdings Limited, Global and Henkels Nigeria Limited, Distribution Services Nigeria Limited, Trans Sahel
  Airlines, Vista Books and 150 Estates Nigeria Limited.

    Jaiz International Plc – Private Placement Memorandum                                                     18

  Alhaji Sani Salihu Anka: An entrepreneur and an administrator, started business as a marketing consultant
  and later became a Building & Engineering contractor. He is a graduate of Centre for Business Studies,
  London (1973), with a Certificate of Chartered Institute of Marketing and Advanced Diploma in Marketing,
  Thames Polytechnic (renamed Greenwich University), London where he obtained his post graduate Diploma
  in Industrial Administration in 1978. He obtained his Master Degree in Banking and Finance from Bayero
  University, Kano in 1997. He also attended the Executive Management Programme at the Templeton College,
  Oxford University in 1999. He started his career with Bank of Credit & Commerce International and later
  African International bank (AIB) where he rose to the position of an Assistant General Manager in 1997. He
  was appointed Executive Director of Inland Bank Plc in 1998, a position he held until his retirement in 2000.
  He was appointed pioneer chairman of Zamfara State Investment & Property Development Company
  Limited in 2001.
  Alhaji Tajudeen Aminu Dantata: He was educated in Saint Thomas Secondary School, Kano; Victory
  College, Alexandria, Egypt (1978 to 1982); Manaret College, Jeddah, Saudi Arabia (1983 to 1984) and West
  London University, WestMinster, England (1984 to 1988). A graduate of Business Studies, he also holds the
  associate of Business Executive Certificate. He began his career in business in 1988 as Group Director in
  Dantata Organisations Limited, a position he held until he was appointed Group Managing Director in 1994.
  Alhaji T. A Dantata is also on the board of numerous other companies including Nigeria Sugar Products
  Limited and Bebeji Oil & Allied Products Limited, Fertilizer Processing Company Limited and Namco
  Nigeria Limited. He also represents the Dantata Group’s interest in the following companies: Electricity
  Meter Company of Nigeria, NAL Bank Plc, Cement Company of Northern Nigeria (CCNN), Raleigh
  Industries Limited and Virgin Nigeria Airways. He was for several years the Chairman of Kano State
  Housing Corporation and Kano State Tourism Board. He is widely traveled and has attended several courses
  both locally and internationally.
  Alhaji Nafiu Baba-Ahmed: Obtained his LLB in 1978 from the Ahmadu Bello University, Zaria and was
  called to the Nigerian Bar in 1979. He started his career with United Bank for Africa as Solicitor from 1980 –
  1982, from where he moved to Nigerian Merchant Bank as Manager, Legal from 1982 to 1987. He then moved
  to First Interstate Merchant Bank Limited as Company Secretary/Legal Adviser between 1987 and 1989. He
  later proceeded to the Nigerian Deposit Insurance Corporation (‘NDIC’) and worked as a Director/Company
  Secretary from 1990 to 1998. While he was at NDIC, he was also a Director at NAL Merchant Bank Limited.
  Upon his retirement from NDIC, he set up the law firm of Nafiu Baba-Ahmed & co. He is currently the
  Secretary General, Supreme Council of Sharia in Nigeria.
  Alhaji Shuaibu Ahmed: He graduated from the Ahmadu Bello University, Zaria in 1986 with a BSc.
  Accounting, thereafter he qualified as a Chartered Accountant (ICAN) in 1988, after which he enrolled for
  and completed his MBA programme at the same University in 1990. He subsequently proceeded to the
  United Kingdom, where he studied for and qualified as an Associate Certified Chartered Accountant
  (ACCA). On his return to Nigeria, he co-founded Visana Nigeria Limited, a manufacturing company based in
  Lagos, of which he was the Chairman. He also co founded Everst Capital & Consulting Limited in 1995 from
  where he set up the Accounting firm of Ahmed, Zakari & Co in 1997 as its first Managing Partner. He was the
  Economic Adviser to the Governor of Bauchi State and is currently the Bauchi State Commissioner for Budget
  and Economic Planning. Alhaji Ahmed is an accomplished self-motivated team leader with excellent inter
  personal skills as well as a strong drive and commitment to excellence.
  Group Captain Usman Jibrin (rtd): He joined the Nigerian Air force in 1963 and had a very successful career
  spanning almost two decades, he held several Command and Staff positions until he retired in 1978. He also
  served as Governor of the old Kaduna State in the mid 1970’s. A successful farmer and Islamic scholar, he
  was the Chairman of Nigerian Agricultural and Cooperative Bank (“NACB”), Nigerian Stored Products
  Research Institute, Jos Steel Rolling Mill. He is currently the Chairman of Nasarawa Community Bank as well
  as the treasurer to the Supreme Council for Islamic Affairs. Group Captain U. Jubrin (rtd) is the chairman of
  the Committee that midwived Jaiz International Plc.

    Jaiz International Plc – Private Placement Memorandum                                                    19
      THE CHAIRMAN’S LETTER (cont’d)

        Alhaji Zayyana Ahmed: A thorough bred Accountant and Administrator, he graduated from the Ahmadu
        Bello University with a B.Sc Accounting and has extensive training both locally and overseas and gained
        considerable experience in Accounting and Finance in reputable companies in the country including UTC
        (Nigeria) Plc, Katsina Steel Rolling Company Limited and Ajaokuta Steel Mills. Alhaji Z. Ahmed who is a
        member of Nigerian Institute of Management, is currently the Commissioner for Finance in Katsina State.
        Ambassador Yerima Abdullahi: He has distinguished himself in diverse fields of endeavours. He is a fellow
        of Mathematical Association of Nigeria; Member of Institute of Directors, Chartered Institute of Bankers of
        Nigeria, Nigerian Institute of Management and Chartered Institute of Administrators. He graduated from the
        Arthur D. Little Institute of Management Education, Cambridge Mass USA, where he obtained an M.Sc in
        Management in 1972. He also attended the Brooking Institution, Washington as well as various banking
        courses and seminars within and outside Nigeria. He was Commissioner of Agriculture & Natural Resources
        as well as a Member of the Bauchi State Executive Council between 1979 and 1980. He began his banking
        career in UBA as an Area Manager in 1980 and left as an AGM in 1986 to take up an appointment as
        Executive Director in Afribank Plc . He was subsequently appointed as the Managing Director/CEO of
        Afribank (1990-1993). He was an Ambassador and Nigerian High Commissioner to Malaysia and Brunei
        Kingdoms respectively. He was the Chairman of Inland Bank Plc, NAL Bank Plc, Central Insurance Company
        Limited and NEWPAK Plc.

        Alhaji Aminu Sule Garo is a businessman and politician. He commenced business as Director at Sule
        Galadima & Sons Limited from where he rose to become Chairman and Chief Executive Officer of Amaco
        Galadima Nigeria Limited. He was twice elected as Member of the House of Representative between 1992
        and 1993 as well as 1995 and 1996 representing Kabo/Gwarzo constituency. He is currently the Chairman of
        Kano State Investment and Properties Limited.

        COMPANY SECRETARY: The offices of the Company Secretary is outsourced to Braton and Associates
        Limited, a company incorporated over 10years ago to provide Financial, Management and Business Support
        services. In its support function, Braton and Associates has undertaken various company secretarial duties
        including start-up of Jaiz and its preparation for the successful initial public offer in November, 2003.
(b)     Key Management Staff of the Company
        The senior management team, led by the Managing Director/Chief Executive Officer, oversees the day-to-day
        activities of the Company and is responsible to the Board of Directors. The other key management staff
        Hassan Usman, General Manager, Investment Banking: A trained Accountant, Mr. Usman graduated with a
        first class Degree in Accounting in 1985 from Ahmadu Bello University and became an Associate Member of
        ICAN in 1989 and obtained his Post Graduate Diploma in Management in 1995 from Maastricht School of
        Management. Mr. Usman also attended the Oxford University Executive Management Programme in 2002.
        He worked as the Financial Controller of New Nigeria Development Company Limited, Kaduna until he
        joined NAL Bank Plc where he served as the Financial Controller and Treasurer respectively between 1996
        and 2001. Mr. Usman had a brief stint with Inland Bank where he served as General Manager, Banking
        Services before rejoining NAL Bank as Deputy General Manager and Head Business and Financial Advisory
        Services Group. He is a Fellow of the Institute of Chartered Accountants of Nigeria. and currently the General
        Manager Investment Banking at Jaiz International Plc.
        Abdu Sa’id, General Manager, Corporate Services: is a First Class graduate of Accounting from Bayero
        University, Kano (1986) and a Certified National Accountant (CNA). He has over 18 years banking experience
        covering First Bank Nig. Plc (1981), Nigeria International Bank Limited/Citibank (1988 - 1991), and FSB
        International Bank Plc (1991 to 2005), where he held various positions in Inspection/Corporate Audit,
        Treasury & Financial Institutions, Banking Operations, Financial Control, and General Internal Services. He
        was the Senior Country Operations Officer and Group Head Operations when he resigned from FSB to join
        Jaiz International Plc in July 2005. Prior to that, he was the Financial Controller and Group Head, General
        Internal Services (2000 – 2003). Between 1998 and 2000, he had a stint at Inland Bank Plc as Group Head,
         Consumer/Commercial Banking. He continued his service at FSB as the Financial Controller and Group

          Jaiz International Plc – Private Placement Memorandum                                                    20
       THE CHAIRMAN’S LETTER (cont’d)

         Head, General Internal Services in May 2000; and in December 2003 he took over the Banking Operations
         Group as Senior Country Operations Officer – a position he held before he left FSB to join Jaiz.
         Mallam Ismaila Adamu, Manager, Admin and Finance: Mallam Adamu obtained his first and second degree
         in Accounting (1992) and Banking & Finance (1998) respectively from Bayero University, Kano. He has over
         10years experience in finance, auditing and project management. He started his professional career with
         Abdu Abdurrahim & Co (Chartered Accountants) in 1994 and left to join Ahmed Zakari & Co. Mallam
         Adamu is a pioneer member of staff in 1997. He was a member, project team for the establishment of Jaiz
         Bank international and became the first member of staff of the Jaiz International Plc after its incorporation in
         April 2003. He is qualified as an associate of the Chartered Institute of Taxation of Nigeria in 1999.

         In addition to the foregoing Directors of Jaiz International Plc, the following distinguished Nigerians have
         been proposed as directors of the proposed bank and have been duly cleared by the CBN. A brief profile of
         some of these Directors and the Managing Director designate for the proposed Bank are provided hereunder:
         Dr. Rilwan Lukman: An internationally renowned and respected personality in the international Oil & Gas
         industry. Dr. Lukman is a Mining Engineer with over 40 years experience in the Oil and Gas industry and has
         relevant relationships at the most senior levels around the world. He has been the Secretary General of the
         Organisation of Petroleum Exporting Countries (“OPEC”) for 5 terms, President of OPEC (9 sessions)
         Nigerian Minister of Petroleum Resources, Special Adviser to the Nigerian President on Oil and Gas,
         Nigerian Minister of Foreign Affairs, Nigerian Minister of Mines, and Founder/Chairman African Petroleum
         Producers Association. Dr. Lukman holds a B.Sc from Royal College of Mines, Imperial College (London),
         and follow-on diplomas including doctorates from prestigious institutions including the University of Leoben
         (Australia), McGill University (Montreal), University of Bologna (Italy), Ahmadu Bello University and
         University of Maiduguri in Nigeria. He is a Knight of the British Empire (KBE). Dr. Lukman is a Director of
         the proposed Bank.
         Prof. Tajudeen A. Adebiyi: Prof. Tajudeen A. Adebiyi was the Treasurer and Investment Consultant, OPEC
         Fund, Vienna, Austria where he managed a $4.9billion investment portfolio (2003-2005). He is also a visiting
         professor of Portfolio Investment Management and Quantitative Analysis, Bowie State University, Bowie,
         Maryland, USA. He spent over 20 years at Islamic Development Bank Jeddah, Saudi Arabia (1983-2003)
         where he served at different levels in Project Management, Treasury, Financial Analysis and Portfolio
         investment before taking an early retirement in 2003. Professor Adebiyi is also a Director of the proposed
         Mohammed Fariduddin Ahmed: Managing Director designate, He is currently the deputy Managing
         Director of IBBL. He joined IBBL at inception at 1983 as a senior principal officer and has since risen to
         through the ranks holding various positions with the Bank including Head of Investments, Head of Local
         Office in Dhaka, Head of Operations division in the head office and principal, IBBL training & research
         academy. Mohammed Fariduddin will lead a team of five senior management staff of IBBL to be seconded to
         the proposed Bank in order to provide technical and managerial support.

1.11     PREMISES
         Jaiz’s corporate headquarters is situated at Plot 785 Herbert Macaulay Way, Central Business District Garki -
         Abuja. The company has a tenancy agreement with the owners of the building, Messrs Bank of the North Plc.

           Jaiz International Plc – Private Placement Memorandum                                                      21
       THE CHAIRMAN’S LETTER (cont’d)

         The Private Placement of N10.5 billion is being undertaken as a prelude to subsequent Public Offer of N13
         billion to enable Jaiz to raise additional capital in order to comply with the CBN’s stipulations on the minimum
         shareholders funds as well as to drive its expansion plans. The net proceeds of the Private Placement, after
         deducting costs and expenses, estimated at N619.71 million, will be applied as follows:

                                                                       Amount (N’m)          %        Estimated Project
                                                                                                     completion period
          1. Business Expansion Plans
             Branch Expansion                                                     3,767   38.13                  5 years
             Information Technology Enhancement                                   1,252   12.67                  5 years
          2. Working Capital                                                      4,861   49.20                     n/a
                                                                                  9,880     100

         The Directors of Jaiz, after due consideration of the future needs/plans of the Bank and the proceeds from the
         Private Placement, are of the opinion that the Bank will have adequate working capital and liquid resources
         for its immediate and foreseeable obligations and funding requirements.
         Jaiz intends to utilise the fresh funds raised in its capital raising exercises to finance its strategic business
         development. In fulfillment of its mission to provide high quality, value added, non-interest financial services
         to its client, utilizing the best people and supported by cutting edge technology, the Bank intends to utilise
         the capital raised from its three-phased capitalisation programme to finance its strategic business
         development and provide ethical financial products (which will eventually include Islamic Capital Markets
         and Insurance) that will be of immense benefit to customers of the bank and the society at large. This will
         involve establishment and expansion of the local branch network to about 60 branches by its fifth year of
         operation, investment in state of the art technology to support service delivery, further expansion to the West
         African region. We look ahead with confidence and an abiding belief that we are building a world-class
         financial institution that will remodel Nigeria’s financial system to the ultimate benefit of all. We are self-
         assured that we are not only strategically positioned to take on future challenges as they occur but also
         confident of our ability to create an enduring financial institution.

Yours faithfully,

Dr. Umaru Abdul Mutallab, CON

           Jaiz International Plc – Private Placement Memorandum                                                       22
2.1 Letter from the Joint Reporting Accountants
The following is a copy of a letter on the Profit Forecast by Messrs Muhtari Dangana & Co (Chartered Accountants)
and Messrs Parnell Kerr Foster (Chartered Accountants), Joint Reporting Accountants to the Private Placement:

5th January, 2006

The Directors
Jaiz International Plc
Plot 785, Herbert Macaulay Way
Central Business District
Garki – Abuja.
The Directors
FCMB Capital Markets Limited
Primrose Tower
17A, Tinubu Street
The Directors
Finmal Finance Services Limited
Plot 785, Herbert Macaulay Way
Central Business District



We have reviewed the accounting policies and calculations for the financial forecast of Jaiz International Plc (for
which the Directors of Jaiz International Plc are solely responsible) for the five years ending 31 December 2010.
In our opinion, the financial forecast, so far as the accounting policies and calculations are concerned, has been
properly compiled based on the footing of the assumptions made by the Directors and are presented in accordance
with generally accepted accounting principles and policies normally adopted by the Company. However, there will
usually be differences between forecast and actual results, because events and circumstances frequently do not occur
as expected, and those differences may be material.
We have no responsibility to update this report for events and circumstances occurring after the date of this report.
Yours faithfully,

Muhtari Dangana & Co                                                      Pannell Kerr Forster
(Reporting Accountants)                                                   (Reporting Accountants)
Abuja, Nigeria.                                                           Lagos, Nigeria.

         Jaiz International Plc – Private Placement Memorandum                                                          23
2.2 Letter from the Joint Reporting Accountants

5th January, 2006

The Directors
Jaiz International Plc
Plot 785 Herbert Macaulay Way
Central Business District
The Executive Vice-Chairman
FCMB Capital Markets Limited
Primrose Tower
17A Tinubu Street
The Managing Director
Finmal Finance Services Limited
Plot 785, Herbert Macaulay Way
Central Business District

Dear Sirs,


Based on confirmations received from the Directors of Jaiz International Plc, and our review of past results of the
Company, as well as existing position, we do not have reasons to doubt that the Company will continue in operation
in the foreseeable future.

Yours faithfully

Muhtari Dangana & co                                                    Parnell Kerr Foster
(Chartered Accountants)                                                (Chartered Accountants)

             Jaiz International Plc – Private Placement Memorandum                                              24
      The Directors are of the opinion that subject to unforeseen circumstances, and based on the assumption in
      note 4, the profit before taxation for each of the years ending 31st December, 2006, 2007, 2008, 2009 and 2010
      will be in the order of N0.016billion, N2.86billion, N3.86billion, N6.33billion and N12.38billion respectively as
      detailed below:
                                                        2006           2007          2008           2009         2010
      Earnings                                          N’m            N’m           N’m            N’m          N’m
      Core Business
      Mark Ups
      Murabaha (Trade Finance)                            86          1,076          2,137         3,663        6,274
      Ijara (leasing)                                     26            186            548         1,007        1,620
      Mortgage backed sukuks                               6             41            137           173          263
      Dividend on direct equity investment               111          1,679          2,720         4,037        6,941
      Infrastructure Financing                            13            140            548         1,065        1,577
      Micro credit Income                                  0             57            183           250          418
                                                         242          3,179          6,273        10,195       17,093
      Return on Savings Deposits                         (15)         (111)          (200)          (360)       (548)
      Net Core Business Income                           227          3,068          6,073         9,835       16,545
      Loan Loss Provision                                (99)         (492)          (827)        (1,239)     (1,899)
      Net Margin                                         128          2,576          5,246          8,596     14,646
      Other Income
      Dividend on direct Quoted Investment               271          2,024          1,020           763          883
      Fee Income
        Banking services fees                              5             33             83           124          198
        Foreign exchange transactions fees                14             83            744           847        1,068
        Consulting and advisory fees                       2             16             41           162          199
        Income from off balance sheet items               62            314            544           767        1,170
      Total Other Income                                 354          2,470          2,432         2,663        3,523
      Net Income                                         482          5,046          7,678        11,259       18,169
      Operating Expenses
      Staff Cost                                         (56)          (568)       (1,280)        (1,850)     (2,101)
      Depreciation                                       (71)          (453)         (626)          (767)       (987)
      Other operating expenses                           (22)          (847)       (1,593)        (2,241)     (2,629)
      Technical Management Fees                          (67)           (67)          (67)           (67)        (67)
      Pre-operational expenses                          (250)          (250)         (250)              0           0
      Total Operating Expenses                          (466)        (2,185)       (3,816)        (4,925)     (5,784)
      Profit Before Tax                                   16          2,861          3,862          6,334     12,385
      Taxation                                            (5)         (824)        (1,113)        (1,824)     (3,568)
      Profit After Tax                                    11          2,037          2,749         4,510        8,817
      Transfer to Statutory Reserves                      (3)         (611)          (825)        (1,353)     (2,645)
      Transfer to SMEIS Reserves                          (1)         (204)          (275)          (451)       (882)
      Proposed Dividend                                     0         (520)        (1,300)        (2,600)     (5,200)
      Transfer to General Reserves                          7           702            349          (106)          90
      Forecast Statistics
      Earning Per Share (Kobo)                              0             8             11            18           35
      Dividend Per Share (Kobo)                             0             2              5            10           20

        Jaiz International Plc – Private Placement Memorandum                                                       25


                                                       2006     2007     2008     2009      2010
                                                       N’m      N’m      N’m      N’m       N’m
     Liquid Assets
     Cash and Marketable Securities                  20,853    20,291    6,328    4,744     1,219
     Other liquid assets                                823     1,481    2,666    4,798     8,637
                                                     21,676    21,772    8,994    9,542     9,856

     Risk Assets
     Trade Finance                                    3,445     5,171   15,232   23,127    37,636
     Mortgage backed sukukus                            344       517    1,523    1,923     2,629
     Equipment Leasing (Ijara)                        1,033     1,551    4,570    5,768     7,887
     Direct equity investment                         4,049     7,082   13,932   23,439    40,526
     Project finance                                  1,033     1,551    4,570    5,768     7,887
     Micro credit finance                                 0       517    1,523    1,923     2,629
                                                      9,905    16,389   41,350   61,948    99,194

     Cash Reserve                                       195       352      633    1,140     2,051
     Accounts Receivable                                417     1,874    1,661    2,250     4,027
     Net Fixed Assets                                   921     1,421    1,754    1,784     1,876
                                                      1,533     3,646    4,048    5,174     7,954

     TOTAL ASSETS                                    33,113    41,808   54,392   76,664   117,004

     Investment Accounts                              4,800     8,639   15,550   27,991    50,384
     Deposits                                         2,056     3,702    6,665   11,996    21,593
     Provisions                                          99       492      827    1,239     1,899
     Other accruals and payables                        141       107      774    2,035     3,559
     Taxation payable                                     5       824    1,113    1,824     3,568
     Dividends payable                                    0       520    1,300    2,600     5,200
                                                      7,101    14,284   26,229   47,685    86,203

     Share Capital                                   26,000    26,000   26,000   26,000    26,000
     Statutory Reserves                                   3       525      709    1,163     2,274
     SMIEIS Reserves                                      2       286      386      633     1,239
     General Reserves                                     7       713    1,068    1,183     1,288
     Shareholders’ Funds                             26,012    27,524   28,163   28,979    30,801

     Total Liabilities and Equities                  33,113    41,808   54,392   76,664   117,004

     Contingent Assets and Liabilities                4,967     6,271   10,878   15,333    23,401

       Jaiz International Plc – Private Placement Memorandum                                   26


      (a) The projected financial statements have been prepared under the historical cost convention and in
          accordance with the bank’s normal accounting policies. Year 2006 is projected for only a quarter of the
          year’s operations.
      (b) It is expected that Jaiz will meet the Central Bank of Nigeria minimum capital requirement of N25
          billion commencing operation.
      (c) Jaiz International Plc will transform to Jaiz Bank International Plc upon obtaining banking license from
          the Central Bank of Nigeria.


      (a)   Political and economic factors
            Changes in the political and economic climate are not expected to adversely affect the operations of the
            bank and there will be no significant changes in the Federal Government Monetary and Fiscal Policies
            that will adversely affect the bank during the forecast period.

      (b)   Investment income
            Expected average returns from investments are thus:
            -Liquid Assets                   7%
            -Trade Finance                   15%
            -House Financings                9%
            -Equipment Ijara                 13%
            -Direct Equity Investment        18%
            -Project Finance                 12%
            -Micro credit Finance            11%
      (c)   Return on savings Deposits
            Savings depositors will receive an average return of 3%
      (d)   Provision for losses
            The ratio of losses arising from financing and investment activities to revenue will be an average of
            3.0% through the 5 year period
      (e)   Operating expenses
            Staff cost is projected at an average of N1.2 million per staff and will grow at an average rate of 10% per
            annum. Other operating expenses are projected at an average of 15% of gross revenue. Operating
            expenses to gross earnings will be about 78%, 39%, 44%, 38% and 28% for 2006, 2007, 2008, 2009 and
            2010 respectively.
      (f)   Taxation
            Company income tax and education tax will remain at 30% and 2% respectively during the forecast
            period, but the bank’s effective corporate tax rate will be 29% per annum for the forecast period.
      (g)   Deposits
            Deposit mix will be 70% demand and other accounts and 30% savings for each year during the forecast
            period. However, 70% of funds mobilized will be under specific investment accounts.
      (h)   Transfer to reserves
            30% of the profit attributable to the shareholders will be transferred to statutory reserves while 10%
            of profit before tax will be transferred to reserves for investment in small-scale industries. Balance of
            profit after tax (PAT) after the aforesaid and dividend payment will be transferred to General Reserves.

        Jaiz International Plc – Private Placement Memorandum                                                       27

     (i)   Earnings per share
           Earning per share is based on the effective number of shares in issue at the end of each financial period.
     (j)   Dividends
           Dividends pay out will be 2kobo, 5kobo, 10kobo, and 20kobo for 2007, 2008, 2009 and 2010.
     (k)   Offer proceeds
           The shares being issued will be fully subscribed and the full proceeds will have been received by the
           end of the first quarter of 2006 financial year.
     (l)   Litigation
           There will be no litigation that will have material adverse effect on the bank.
     (m)   Management
           The quality of the bank management will be sustained during the forecast period.
     (n)   Customers
           The bank shall enjoy the goodwill and confidence of its potential customers.

FORECAST                                                                                                  (contd.)

       Jaiz International Plc – Private Placement Memorandum                                                       28

2.5        The following is a copy of the letter from the Joint Issuing Houses on the Profit Forecast:

               (A MEMBER OF THE FIRST CITY GROUP)               RC 446561
 PRIMROSE TOWER, 3rd –10th Floor, 17A, Tinubu Street P.O. Box 9117, Lagos-Nigeria
 Telephone 2665945-53 Telex 28428, 28894 Fecity Ng Facsimile 2665126, 2668833

15th February, 2006.

The Directors
Jaiz International Plc
Plot 785 Herbert Macaulay Way
Central Business District

Dear Sirs,


We write with reference to the Private Placement Memorandum issued in respect of the Private Placement of
10,500,000,000 ordinary shares of N1.00 each in Jaiz International Plc (“the Company”). The Private Placement
Memorandum contains forecasts of the profits of the Company for each of the five years ending 31st December, 2006,
2007, 2008, 2009 and 2010 respectively.

We have discussed with you and with Messrs Muhtari Dangana & co (Chartered Accountants) and Messrs Parnell
Kerr Foster (Chartered Accountants), Joint Reporting Accountants, the bases and assumptions upon which the
forecasts were made. We have also considered the letter dated 5th January 2006 from the Joint Reporting Accountants
regarding the accounting bases and calculations upon which the forecasts were compiled.

Having considered the assumptions made by you, as well as the accounting bases and calculations reviewed by the
Joint Reporting Accountants, we consider that the forecasts (for which you as Directors are solely responsible) have
been made by you after due and careful enquiry.

Yours faithfully,

Dr. Jonathan A.D. Long                                                              Alhaji Umaru Kwairanga
Executive Vice Chairman                                                             Managing Director/CEO
FCMB Capital Markets Limited                                                        Finmal Finance Services Limited

              Jaiz International Plc – Private Placement Memorandum                                                   29
3.1     Letter from the Reporting Accounts on the historical performance of Jaiz International Plc

05 January, 2006
The Directors
Jaiz International Plc
Plot 785, Herbert Macaulay Way
Central Business District
Garki - Abuja.
The Directors
FCMB Capital Markets Limited
Primrose Tower
17A, Tinubu Street
The Directors
Finmal Finance Services Limited
10, Ijora Causeway
We have reviewed the audited Statement of Affairs of Jaiz International Plc (“the Company ”) as at 30 September 2005
and un-audited Statement of Affairs for three months ended 31 December 2005. The Statement of Affairs was
prepared under the historical cost convention. Messrs Ahmed Zakari (Chartered Accountants) were the Auditors of
the Company for the period and their audit report on the statement of Affairs was unqualified.
The Directors are responsible for the preparation of the statement of affairs. Our review of the statement of affairs has
been limited primarily to the work papers of the external auditors of the Company and enquiries of the Company’s
personnel and analytical procedures applied to the financial data. We have not performed an audit and accordingly,
we do not express an audit opinion. The summarized statement of affairs set out below is arrived at after making
such adjustments, as we considered necessary, to the audited statement of affairs.
In our opinion, the Financial information gives, for the purpose of inclusion in the proposed Offer by way of Private
Placement Document, a true and fair view of the state of affairs of the Company as at 30 September 2005 and 31
December 2005 and have been prepared on same account basis normally adopted by the Company.
Yours faithfully,

Muhtari Dangana & Co                                                       Pannell Kerr Forster
(Reporting Accountants)                                                    (Reporting Accountants)
        Abuja, Nigeria.                                                     Lagos, Nigeria.
          Jaiz International Plc – Private Placement Memorandum                                                       30
      A summary of the principal accounting policies established by the board of Directors and which are to be
      consistently applied in the preparation of the Company’s financial statements is as follows:
      1.      Basis of accounting
              The financial statements are prepared under the historical cost convention.

      2.      Investments
              Short-term investments are stated at face value. Unearned income is deferred and only recognized
              when fully earned. Long-term investments are stated at cost. Provisions are made for permanent
              diminution in the value of such investments.

      3.      Fixed assets
              Fixed assets are shown at cost less accumulated depreciation. Depreciation is provided on a
              Straight-line basis at the following rates to write off the cost of assets over their estimated useful
              lives annually:
                      Motor vehicles             -                25
                      Office equipment           -                20
                      Library books              -                10
              Fixed assets are not depreciated until they are brought into use.

      4.      Foreign currency transactions:
              Transactions in foreign currencies are translated into Naira at the rate of exchange ruling at the date
              of such transactions. Monetary assets and liabilities in foreign currencies are reported at the rates of
              exchange prevailing at the balance sheet date. All exchange differences are included in the profit and
              loss account for the year.

      5.      Income recognition
              Income from investments in Nigerian Treasury Bills and interest on bank deposit is recognized on an
              accrual basis.

                                                         Unaudited As at 31 December              Audited As at 30
                                                                    2005                          September 2005
                                             Notes                                  N                                  N
      Fixed Assets                           1                              15,494,589                         12,437,260
      Current Assets
      Investments                            2                                 57,000,000                      57,000,000
      Debtors and Prepayments                3                                 26,779,195                      13,076,851
      Cash at Bank and in Hand               4                                345,385,362                     377,676,613
      Deposit with Central Bank of Nig       5                              2,334,388,221                   2,306,093,000
                                                                            2,763,552,778                   2,753,846,464
      Current liabilities
      Creditors and Accruals                 6                                 16,872,391                       9,036,282
      Net Current Assets                                                    2,746,680,387                   2,702,334,838
      Total Net Assets                                                      2,762,174,976                   2,757,247,442
      Capital and Reserves
      Called-Up Share Capital                7                              2,500,000,000                   2,500,000,000
      Deposit for Shares                     8                                 59,154,428                      59,154,428
      Pre-Operational Account                9                                203,020,548                     198,093,014
      Shareholders’ Funds                                                   2,762,174,976                   2,757,247,442

        Jaiz International Plc – Private Placement Memorandum                                                          31
                                                                  31ST December 2005    30th September 2005
      Notes                                                                       N                      N
      1         Tangible Fixed Assets
                Office Equipment                                          15,796,713             12,739,384
                Library Books                                                198,000                198,000
                At end                                                    15,994,713             12,937,384
                Accumulated Depreciation
                Office Equipment                                             470,424                470,424
                Library Books                                                 29,700                 29,700
                At end                                                       500,124                500,124
                Net Book Value
                Office Equipment                                          15,326,289             12,268,960
                Library Books                                                168,300                168,300
                At end                                                    15,494,589             12,437,260

      2         Investment
                Nigerian Treasury Bills (at face value)                   57,000,000             57,000,000

      3         Debtors and Prepayments
                Staff Debtors                                              9,174,307              9,174,307
                Operational Advances                                         326,919                326,919
                Prepayments                                               17,277,969              3,575,625
                                                                          26,779,195             13,076,851

      4         Cash at Bank and in Hand
                Intercity Bank – (Unity Bank Plc)                          3,081,554              3,081,554
                FBN (Merchant Bankers) Limited                           342,303,808            374,595,059
                                                                         345,385,362            377,676,613
      5         Deposit with Central Bank of Nigeria
                Principal Amount                                       2,000,000,000          2,000,000,000
                Income on Treasury Bills Investment                      291,912,877            263,617,656
                                                                       2,334,,388,221         2,306,093,000

      6         Creditors and Accrual
                Amount payable to investors                                5,679,381              5,679,381
                Trade Creditors                                              162,538                162,538
                Sundry Creditors                                          10,280,472              2,444,363
                Accruals                                                     750,000                750,000
                                                                          16,872,391              9,036,282

      7         Called-up Share Capital
                Authorised Share Capital                               2,5000,000,000        2,5000,000,000

                Issued and fully paid                                  2,5000,000,000        2,5000,000,000

      8         Deposit for Shares
                At Beginning                                              59,454,428             59,454,428
                Movement                                                   (300,000)              (300,000)
                At End                                                    59,154,428             59,154,428

          Jaiz International Plc – Private Placement Memorandum                                         32

                                                                  31st December 2005                      30th September 2005
    Notes                                                         N                                       N
    9         Pre-Operational Account
              At beginning                                                               198,093,014                               0
              Receipts for the period (Note 4.9.1)                                        28,295,221                     475,192,966
              Expenditure for the period (Note 4.9.2)                                   (23,367,687)                   (277,099,952)
              At End                                                                     203,020,548                     198,093,014

    9.1       Pre-Operational Receipts:
              Income from Investment in Treasury Bills                                    28,295,221                     475,012,924
              Interest on Current Account                                                                                    180,042
                                                                                          28,295,221                     475,192,966
    Note: Pre-operational receipts represent income earned on deposit with Central Bank of Nigeria

    9.2       Pre-operational Expenditure:
              Incorporation Expenses                                                                                      62,509,500
              Public Offer Expenses                                                                                       81,011,787
              Travelling and Transport Expenses                                                                           29,745,969
              Staff Cost                                                                                                  28,765,377
              Business Development and Investor                                                                           16,478,212
              Advertisement and Publicity                                                                                 10,229,801
              Legal and Other Professional fees                                                                           17,522,716
              Technical Partners’ Visit                                                                                    5,759,764
              Seminars and Conferences                                                                                     4,826,760
              Directors’ Allowances                                                                                        3,481,170
              AGM Expenses                                                                                                 2,951,867
              Finance Charges                                                                                              3,260,334
              Audit Fee                                                                                                    1,100,000
              Printing and Stationery                                                                                      1,990,232
              Central Bank of Nigeria – Application                                                                          500,000
              Telephone and Postages                                                                                       1,945,734
              Office Expenses                                                                                              1,451,156
              Motor Vehicle Repairs                                                                                          143,030
              Office Equipment Repairs                                                                                       193,970
              Rent                                                                                                           653,125
              Other Operating Expenses                                                                                     1,329,324
              Loss on Disposal of Fixed Assets                                                                               750,000
              Depreciation                                                                                                   500,124
    Note: Pre-operational expenditure represents expenses incurred from inception to 30 September, 2005

      Jaiz International Plc – Private Placement Memorandum                                                                      33
      Jaiz International Plc was incorporated on April 1, 2003 with its Registered Office at Plot 785, Herbert
      Macaulay Way, Central Business District, Abuja. The Company was incorporated with an initial share capital
      of N2,500,000,000 comprising of 2,500,000,000 ordinary shares of N1.00 each. At present the authorised and
      issued and fully paid up share capital of the Company is N13,000,000,000 comprising of 13,000,000,000
      ordinary shares of N1.00 each.

       Date                                  =
                                Authorised (N)                                          =
                                                                 Issued and fully paid (N)           Consideration
                         Increase        Cumulative         Increase/(Decrease)     Cumulative
       April., 2003     2,500,000,000     2,500,000,000                      0                 0
       Feb., 2004                         2,500,000,000          2,500,000,000     2,500,000,000          Cash
       Jan., 2006      10,500,000,000   13,000,000,000                       0     2,500,000,000

      As at the date of this Memorandum, the issued and fully paid ordinary shares of the Company are held 100%
      by Nigerian citizens, State Governments and Associations. Save as disclosed below, no other shareholder
      holds 5% or more of the issued share capital of the Company:
       Shareholders                                                  No. of Shares Held                  % Holding
       Dr. Umaru Abdul Mutallab                                              354,000,000                      14.16
       Alhaji Aminu A. Dantata                                               194,214,650                       7.77
       Zamfara State Investment & Dev. Company Ltd                           194,214,650                       7.77
       Jiddah B. Mutallab                                                    187,500,000                       7.50
       Aishatu Mutallab                                                      169,000,000                       6.76
       Binta Mutallab                                                        162,107,300                       6.48
       Kano State Investment & Property Limited                              143,000,000                       5.72

      The interests of the Directors of Jaiz in the issued share capital of the Company as recorded in the Register of
      Members as at the date of the Memorandum and/or as notified by the Directors for the purposes of Section
      275 of the Companies and Allied Matters Act, 1990 are as follows:
       Directors                                                      Direct            Indirect         % Holding
                                                               Shareholding        Shareholding
       Alhaji (Dr.) Umaru Mutallab, CON                          354,000,000         518,607,300                 34.90
       Mallam Mohammed Musatapha Bintube                           1,000,000                   0                  0.04
       Alhaji (Dr.) Lateef Adegbite, CON                           3,500,000                   0                  0.14
       Alhaji (Dr.) Aminu Dantata, CON                           194,214,650                   0                  7.77
       Amb. (Engr.) Bunu Sherif Musa                                       0                   0                  0.00
       Alhaji Sani S. Anka                                                 0         194,214,650                  7.77
       Alhaji Shuaibu Ahmed                                                0          78,000,000                  3.12
       Alhaji Tajudeen A. Dantata                                  1,200,000                   0                  0.05
       Malam Falalu Bello                                          6,198,700                   0                  0.25
       Alhaji Abdulazeez Ude                                               0                   0                  0.00
       Malam Nafiu Baba-Ahmed                                      1,500,000                   0                  0.06
       Group Captain Usman Jibrin                                    200,000                   0                  0.01
       Amb. Yerima Abdullahi                                       1,000,000             500,000                  0.06
       Alhaji Ahmed Zayyana                                          600,000           2,250,000                  0.11
       Alhaji Aminu Sule Garo                                              0         143,000,000                  5.73

       Jaiz International Plc – Private Placement Memorandum                                                        34
      As at 31st December, 2005, Jaiz had no outstanding long-term debentures, mortgage loans, charges, similar
      indebtedness or material contingent liabilities, other than in the ordinary course of business.

      As at 31st December, 2005, the Company had no subsidiary or associate company:
                 BUSINESS RISK:
                 Default by Borrowers: The risk of borrowers being unable (at times unwilling) to repay their
                 obligations to the bank.
                 Risk Mitigants: The proposed Jaiz Bank International Plc would operate an efficient credit risk
                 management system and comply with the single obligor limit imposed by the CBN. Furthermore,
                 since interest would not be charged on Jaiz’ lending, customers would be in a better position to
                 honour obligations.

                 Pricing (or transparency) Risks: The risk that products would be inappropriately priced (since
                 Jaiz would be providing novel products) or absence of a clear cut process to determine the price
                 of a product.
                 Risk Mitigants: The proposed Jaiz Bank International Plc would adopt a scientific and easily
                 verifiable methodology to price its products thus ensuring uniformity and transparency. The
                 Technical and Management Service Agreement signed with IBBL will also enable Jaiz leverage on
                 the experience and expertise of a leading Islamic Bank.

                 Discriminatory Risks: The risk that Jaiz would be seen to propagate the values of Muslims alone
                 and as such would receive little patronage from non Muslims and may be a target during
                 religious riots.
                 Risk Mitigants: The proposed Jaiz Bank International Plc would be a socially responsible
                 corporate citizen and would expend resources to educate and enlighten the citizenry about its
                 mission, product offerings as well as the fact that the patronage of non-interest banks globally
                 cuts across religious and sectoral barriers.

                 SECTORAL RISK:
                 The potential reoccurrence of a banking crisis, similar to that which emerged during the early
                 1990s, may result in systematic risk, considering the level of Interbank activity within the
                 Risk Mitigants: The proposed Jaiz Bank International Plc would operate as a Non-Interest Bank,
                 hence it would not participate in the conventional Interbank segment of the money market and
                 would therefore not be exposed to such risks.

                 POLITICAL RISK:
                 Adverse changes in banking legislation or CBN policies or the general instability and uncertainty
                 that characterize the Nigerian political climate could impact the Bank’s business.
                 Risk Mitigants: Jaiz has instituted an independent body, the Board of Religious Advisers
                 charged with the responsibilities of ensuring strict adherence to good corporate governance
                 tenets and sound banking practice as such it is most unlikely that any legislation would adversely
                 affect its operations. Furthermore, Jaiz aims to diversify its operations and provide Islamic
                 banking, Capital Markets, Insurance services as well as having an extensive branch network in
                 Nigeria and the West African sub-region. These will help to withstand shocks occasioned by local
                 policy changes.

       Jaiz International Plc – Private Placement Memorandum                                                    35

                  CURRENCY RISK:
                  Jaiz like any other business with international operations/transactions is susceptible to vagaries
                  of foreign exchange fluctuations
                  Risk Mitigants: Jaiz would employ sound foreign exchange hedging techniques to reduce or
                  eliminate currency risks.


      The following are the relevant extracts from the Company’s Memorandum and Articles of Association:

                                              Memorandum of Association

      (10) To borrow and raise money and to secure and discharge any debt or obligation binding on the Company
      in such manner as may be thought fit and, in particular, by mortgages and charges upon the undertaking and
      all or any of the property and assets (present and future) and the uncalled capital of the Company or by the
      creation and issue, on such terms and conditions as may be thought expedient, or Debentures, Debenture
      Stock or other securities of any description.

      (41) To carry on the business of capital issues, loan syndication, medium and long term facilities, bills
      discounting, underwriting and dealing in stocks and shares, funds, commercial papers, debentures,
      debenture stock, bond, obligations and investments of all kinds, creating and providing secondary markets in
      the corporate finance services and project financing.

                                                  Articles of Association

                                                   Share Capital

2.    By a resolution passed at the Extra Ordinary General Meeting held on 11th October, 2005, the authorized share
      capital of the Company at the date of the adoption of these Articles is N2.5 billion (Two billion, five hundred
      million naira only) divided into 2,500,000,000 ordinary shares of N1.00 (one naira) each.

3.    The issue and allotment of shares in the capital of the Company shall be under the control of the Directors
      and unless otherwise determined by the Company by special resolution or otherwise agreed by the holders of
      all the shares of the time being issues, all un-issued shares to be issued by way of increase in capital shall be
      offered for subscription by the Directors in the following manner.

      (a)     To all members in proportion to their respective shareholdings by notices in writing specifying the
              proportionate number of shares each member is entitled to and limits the time to not less than Forty
              Five (45) days within which the offer if not accepted shall be deemed to be declined.
      (b)     Any shares declined in the first offer shall be further offered as provided in clause (a) above to the
              remaining shareholders.
      (c)     In the event of no share holder offering to take up the additional shares, the same may be allotted to
              such persons as the Directors in their discretion decide.
      (d)     Subject as aforesaid, all un-issued shares shall be at the disposal of the Directors and they may allot,
              grant options over or otherwise deal with or dispose of the same to such persons at such times, and
              generally on such terms as they think proper, but so that no share shall be issued at a discount except
              in accordance with the provisions of the Act.

4.    Without prejudice to any special rights previously conferred on the holders of any existing shares or class of
      shares any share in the Company may be issued with such preferred, deferred or other special rights or such
      restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Company may from
      time to time by ordinary resolution determine.

       Jaiz International Plc – Private Placement Memorandum                                                        36
5.    Subject to the provision of section 158 of the Act, any preference shares may, with the sanction of any
      ordinary resolution, be issued on the terms, that they are at the option of the Company, liable to be redeemed
      on such terms and in such manner as the Company before the issue of the shares may by special resolution
6.    If at anytime the share capital is divided into different classes of shares, the rights attached to any class
      (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company
      is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares
      of that class, or with the sanction of an extra-ordinary resolution passed at a separate general meeting of the
      holders of the shares of that class.
7.    If two or more persons are registered as joint holders of any share, any one of such persons may give effectual
      receipt for any dividends or other monies payable in respect of such shares.
8.    Except as required by law, no persons shall be recognized by the Company as holding any share upon trust,
      and the Company shall not be bound by or required to recognize, even when having notice thereof, any
      equitable, contingent, future, or partial interest in any right whatsoever in respect of any share other than an
      absolute right to the entirety thereof in the registered holders.
                                                  Share Certificate
9.    Every member shall be entitled, without payment to receive within two months after allotment or lodgment
      of transfer (unless the conditions of issue provide for a long interval) one certificate under the seal for all the
      shares registered in his name.

10.   If any share certificate shall be defaced, worn out or lost, it may be renewed on such evidence being produced
      and such indemnity (if any) being given as the Directors shall require and in case of defacement or wearing
      out, on delivery of the older certificate, and in case of destruction or loss, on execution of such indemnity (if
      any) and in either case on payment of such sum not exceeding N50.00 as the Directors may from time to time
      require. In case of destruction or loss, the member to whom such renewed certificate is given shall also bear
      and pay to the Company all expenses of and incidental to the investigation by the Company of the evidence
      of such destruction of loss and such indemnity.


11.   The Company shall have a first and paramount lien upon all shares (whether fully paid or not) registered in
      the name of any member, either alone or jointly with any other person, for his debts, liabilities and
      engagements, whether solely or jointly with any other person, to or with the Company, whether in the period
      of not and such lien shall extend to all dividends from time to time declared, any share to be exempt, wholly
      or partially from the provisions of this Article.

12.   The Directors may sell the shares subject to any such lien at such time or times and in such manner as they
      think fit but no sale shall be made until such time as the monies in respect of which such lien exists or some
      part thereof are or is presently payable or the liability of engagement in respect of which such lien exists is
      liable to be presently fulfilled or discharged, and until a demand and notice in writing stating the amount due
      or specifying the liability of engagement and demanding payment or fulfillment or discharge thereof and
      giving notice of intention to sell in default shall have been served on such member or the persons (if any)
      entitled by transmission of the shares, and default in payment, fulfillment or discharge shall have been made
      by him or them for fourteen days after such notice.

13.   The net proceeds of any sale shall be applied in or towards costs of the sale in or towards satisfaction of the
      amount due to the Company, or of the liability or engagement, as the case may be, and the balance (if any)
      shall (subject to a like lien for sums not presently payable as existed on the shares before the sale) be paid to
      the member or the person (if any) entitled by transmission to the share so sold at the date of the sale, or as he
      shall direct.

       Jaiz International Plc – Private Placement Memorandum                                                          37

                                                Transfer of Shares
21.   Any member may transfer any or all of his shares by instrument in writing, in the usual or common form or
      any other form which the Directors may approve, signed by or on behalf of the transferor and transferee,
      provided however that the transferor shall be deemed to remain the holder of the shares until the name of the
      transferee is entered in the Register of Members in respect thereof.
22.   The Directors may decline to recognize any instrument of transfer unless
      (a) The instrument of transfer if accompanied by the Certificate of the shares to which it relates, and such
          other evidence as the Directors may reasonably require to show the right of the transferor to make the
      (b) The instrument of transfer is in respect of only one class of shares.

                                               Transmission of Shares
28.   In case of the death of a member, the survivor or survivors where the deceased was a joint holder, and the
      legal/personal representatives of the deceased where he was a sole holder, shall be the only persons
      recognized by the Company as having any title to his interest in the shares; but nothing herein contained shall
      release the estate of a deceased joint holder from any liability in respect of any share which had been jointly
      held by him with other persons.
29.   In a case where a shareholder is a corporate entity, the liquidator of the corporation or whenever such
      corporation is amalgamated or merged with or otherwise taken over by another corporation such last
      mentioned corporation shall be entitled to be registered as the shareholder in place of the original corporation
      in whose name such shares were registered.
30.   Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon
      such evidence being produced as may from time to time properly be required by the directors and subject as
      hereinafter provided, elect either to be registered as the transferee thereof; but the directors shall, in either
      case, have the same right to decline or suspend registration as they would have had in the case of a transfer of
      the share by that member before his death or bankruptcy, as the case may be.

31.   A person entitled to a share by transmission shall be entitled to receive, and may give good discharge for, any
      dividends or other monies payable in respect of the share, but he shall not be entitled in respect of it to
      receive notice of, or to attend or vote at meetings of the Company, or save as aforesaid, to exercise any of the
      rights or privileges of a member, unless and until he shall become a member in respect of the share.

                                                General Meetings

51.   (i)      The Company shall in each year hold a general meeting as its Annual General Meeting in addition to
      any other meetings in that year, and shall specify the meeting as such in the notices calling it and not more
      than fifteen months shall elapse between the date of one Annual General Meeting of the Company and that of
      the next:

      Provided that so long as the Company holds its first Annual General Meeting within eighteen months of its
      incorporation, it need not hold it in the year of its incorporation or in the following year.

      (ii)    The Annual General Meeting shall be held at such time and place as the directors shall appoint.

52.   All general meetings other than Annual General Meetings shall be called Extra-ordinary General Meetings.

53.   The Directors may convene an Extraordinary General Meeting whenever they think fit, and Extraordinary
      General Meeting shall also be convened on requisition, or in default, may be convened by such
      requisitionists, as provided by the Act. If at any time there are not within Nigeria sufficient Directors capable
      of acting to form a quorum, any Directors or any two members of the Company may convene an
      Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be
       convened by the Directors.

        Jaiz International Plc – Private Placement Memorandum                                                       38

                                                Notice of General Meeting

54.   An Annual General Meeting and a meeting called for the passing of a special resolution shall be called by
      twenty-one days’ notice in writing at the least, and any other meeting of the Company shall be called by
      fourteen days’ notice in writing at the least. The notice shall be exclusive of the day on which it is served or
      deemed to be served and of the day for which it is given, and shall specify the place, the day and hour of
      meeting and, in case of special business, the general nature of that business, and shall be given, in manner
      hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general
      meeting, to such persons as are, under the regulations of the Company, entitled to receive such notices from
      the Company.

      Provided that a meeting of the Company shall notwithstanding that it is called by shorter notice than that
      specified in this regulation, be deemed to have been duly called if it is so agreed:-

      (a) In the case of a meeting called as the Annual General Meeting, by all the members entitled to attend and
          vote thereat; and

      (b) In the case of any other meeting, by a majority in number of the members having a right to attend and
          vote at the meeting, being a majority together holding not less than 95 percent in nominal value of the
          shares giving that right.

55.   The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any
      persons entitled to receive shall not invalidate the proceedings at that meetings.

                                            Proceedings At General Meeting

56    All business shall be deemed special that is transacted at any Extraordinary general meeting, and all that is
      transacted at an Annual General Meeting shall also be deemed special, with the exception of sanctioning and declaring a
      dividend, the consideration of the accounts and balance sheets and the reports of the Directors, the Audit Committee
      and Auditors, any other documents accompanying or annexed to the balance sheets, the election of Directors and
      the appointment and the fixing of the remuneration of Auditors.

57    No business shall be transacted at any General Meeting whether annual or extraordinary unless a quorum is
      present when the meeting proceeds to business. For all purposes the quorum shall be three persons present, being
      members or proxies for members, entitled to attend and vote at the meeting. The term proxy in these Articles shall
      include representative of corporate members.

58    If within half an hour from the time appointed for the holding of the general Meeting a quorum is not present,
      the meeting, if convened on the requisition of members; shall be dissolved. In any other case it shall stand
      adjourned to the following day at the same time and place, and if at such adjourned meeting a quorum is not
      present within half an hour from the time appointed for holding the meeting, the members present in person or by
      proxy shall be a quorum.

59    The Chairman of the Board of Directors shall preside at every general Meeting but if at any meeting he is not
      present within fifteen minutes after the time appointed for holding the same or be willing to act as Chairman,
      the members present shall choose a Director, or if no Director be present or if all the Directors present decline to take the
      chair, they shall choose a member present to preside over the meeting.

       Jaiz International Plc – Private Placement Memorandum                                                                    39

60     The Chairman or the person presiding at the meeting may, with the consent of members present at any meeting at
       which a quorum is present and shall if do directed by the meeting adjourn any meeting from time to time and from
       place to place as the meeting shall determine. Whenever a meeting is adjourned for twenty-one (21) days or more,
       notice of the adjourned meeting shall be given in the same manner as in the case of an original meeting. Save as
       aforesaid, no member shall be entitled to any notice of any adjournment or of the business to be .transacted at an
       adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which
       might have been transacted at the meeting from which the adjournment took place.

61     At all General meetings, resolutions put to the vote at the meeting shall be decided on a show of hands by simple
       majority. In the event of an equality of votes, the person presiding at such meeting shall not have a second or
       casting vote and the proposal shall be deemed to have been rejected. Any shareholder present or by proxy may
       demand a poll and unless a poll is so demanded a declaration by the Chairman or the person presiding at the
       meeting that a resolution has on a show of hands been carried, or carried unanimously, or by a particular
       majority, or lost, or not carried by a particular majority, shall be conclusive, and an entry to that effect in the
       minute book of the Company shall be conclusive evidence there of, without proof of the resolution. The demand
       for poll may be withdrawn at any time by the person demanding before the poll is taken.

62.    If a poll is demanded at any General Meeting the Chairman or the person presiding at the meeting shall direct
        that shall be taken in such manner, at such place and at such time within fourteen days as he shall direct. On a poll,
        proposal shall only be carried if assented to by not less than two-thirds of the total number of votes. The result of such
        shall be deemed to be the resolution of the meeting at which the poll was demanded.

63.    No poll shall be demanded on the election of a person to preside over a meeting or any question of adjournment.

64.   The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business, other
       than the question on which a poll has been demanded.

65.    A resolution in writing signed by all the members for the time being entitled to receive notice of an to attend
       and vote at General Meeting (or being Corporations by their duly appointed representatives) shall be as
       valid and effective as if the same had been passed at the General Meeting of the Company duly convened
       and held.

                                                     Votes Of Members

66.    Subjects to rights or restrictions for the time being attached to any class or classes of shares, on a show of
       hands every member present in person or proxy shall have one vote, and on a poll every member shall have
       one vote for each share which he is a holder.

67      In case of joint holders the vote of the senior who tenders a vote, whether in person of by proxy, shall be
        accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be
        determined by the order in which the names stand in the register of members.

68.    A member of unsound mind, or in respect of whom an Order has been made by any Court having jurisdiction in

         Jaiz International Plc – Private Placement Memorandum                                                                 40

       lunacy, may vote whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other
       persons in the nature of a committee, receiver curator bonis appointed by that court and any such committee,
       receiver, curator bonis or other person may, on a poll, vote by proxy.

69.    No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable
       by him in respect of shares in the company have been paid.


73.    The number of Directors, which shall not be less than seven (7) subject to a maximum of fifteen (15), shall be
       fixed for the general meeting from time to time

74.    The Directors appointed by any particular group of shareholders may be removed from office by that group
       and replaced by any other person to represent that group.

75.    The first Directors shall be appointed in writing by the subscribers to the Memorandum of Association.

76.    The remuneration of the Directors shall from time to time be determined by the Company in general
       meeting. Such remuneration shall be deemed to accrue from day to day. The Directors may also be paid all
       traveling, hotel and other expenses properly incurred by them in attending and returning from meetings of
       the Directors or any committee of the Directors or general meetings of the Company or in connection with
       the business of the Company.

77.   The shareholding qualification for directors may be fixed by the Company in general meeting, and unless and until
          so fixed no qualification shall be required.
78.    The Directors may from time to time appoint any other person to be a Director either to fill a casual vacancy or by
       way of addition to the Board, but so that the maximum number fixed as above are not thereby exceeded. Any
       Director appointed under this Article shall hold office only until the first Annual General Meeting following his
       appointment when he shall retire, but he shall be eligible for election as a Director at that Meeting.   .

79.    Each Director shall have power by an instrument in writing to nominate any person to act as alternate Director
        in his place and at his discretion to remove such alternate Director; and on such appointment being made the
        alternate Director shall be subject in all respects to the terms and conditions affecting the other Directors. An
        alternate Director so appointed shall be entitled to attend and vote as a Director at any meetings of Directors at
        which the Director appointing him is not present and generally exercise all the powers, rights, duties and authorities
        of the Director appointing him. An alternate Director can also be a Director of the Company, all rights vested
        in him as an alternate Director (including the rights of voting at meetings) shall be in addition to and not in
        substitution for his rights as a Director. Any instrument appointing an alternate Director shall be delivered to and
        retained by the Company. If the Director making any such appointment as aforesaid shall cease to be a Director, the
        person appointed by him shall cease to have power or authority to act as an alternate Director.

        Jaiz International Plc – Private Placement Memorandum                                                              41

80.   A Director may hold office as a Director or manager of or be otherwise interested in any other corporation in which the
      Company is in any way has interest, and shall not (unless it is otherwise agreed) be liable to account to this Company
      for any remuneration or other benefits receivable by him from such other corporation.

81.   A Director may hold any office or place of profit under the Company (except that of Auditor) in
      conjunction with his office of Director, and on such terms as to remuneration and otherwise as the
      Directors shall arrange.

82.   A Director may act by himself, or by his firm in a professional capacity for the Company (except as
      auditor to the Company) and he or his firm shall be entitled to remuneration for professional services as if he were not
      a Director

83.   The business of the company shall be managed by the directors, who may pay all expenses incurred in promoting
      and registering the company/and may exercise all such powers of the company as are not, by the Act or by
      these regulations, required to be exercised by the company in general meeting, subject, nevertheless, to any of
      these regulations, to the provisions of the Act and to such regulations, being not inconsistent with the
      aforesaid regulations or provisions, as may be prescribed by the company in general meeting; but no
      regulation made by the company in general meeting shall invalidate any prior act of the Directors which would
      have been valid if that regulation had not been made.

84.   The Director may from time to time and at any time by Power of Attorney appoint any company, firm or person
      or body of persons, whether nominated directly or indirectly by the Directors, to be the Attorney or Attorneys of
      the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or
      exercisable by the Directors under these regulations) and for such period and subject to such conditions as they
      may think fit, and any such Power of Attorney may contain such provisions for the protection and convenience
      of persons dealing with any such Attorney as the Directors may think fit and may also authorize any such attorney to
      delegate all or any of the powers, authorities and discretions vested in him.

85.   The Company may exercise the power conferred by Section 35 of the Act with regard to having an official seal
      for use abroad, and such powers shall be vested in the Directors.

86.   A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract
      with the Company shall declare the nature of his interest at a meeting of the Directors in accordance with
      Section 275 of the Decree.

87.   A Director shall not vote in respect of any contract or arrangement in which he is interested, and if he shall
      do so his vote shall not be counted, nor shall he be counted in the quorum present at the meeting, but neither
      of these prohibitions shall apply to:

      (a) any arrangement for giving any Director any security or indemnity in respect of money lent by him to or
          obligations undertaken by him for the benefit of the Company; or

      (b) to arrange for the giving by the Company of any security to a third party in respect of a debt or
          obligation of the Company for which the Director himself has assumed responsibility in whole or in part

       Jaiz International Plc – Private Placement Memorandum                                                               42

         (c) under a guarantee or indemnity or by the deposit of a security, or

         (d) any contract by a Director to subscribe or underwrite shares or debenture of the Company; or

         (e) any contract or arrangement with any other Company in which he is interested only as an officer of the
             Company or as holder of shares or other securities;

         and these prohibitions may at any time be suspended or relaxed to any extent, and either generally or in
         respect of any particular contract, arrangement or transaction, by the company in general meeting.

97.      The Director shall cause proper minutes to be made of all General Meetings of the Company and also of all
         appointments of officers, and of the proceedings of meetings of the Directors and committee, and of the
         attendance thereat, and all business transacted at such meetings; and minutes of any meeting if purporting
         to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting shall be
         conclusive evidence without any further proof of the facts therein stated.

                                                       Dividend And Reserves

 101.    The Company in General Meeting may declare dividends, but no dividend shall exceed the amount recommended by
         the Directors.

102.     The Directors may from time to time pay to the members such interim dividends as appear to the directors to be
         justified by the profits of the Company.
103.     No dividend shall be paid otherwise than out of profits.

104.    The Director may, before recommending any dividend, set aside out of the profits of the Company such sums as
        they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any
        purpose to which the . profits of the Company may be properly applied, and pending such application may, at
        the like discretion, cither be employed in the business of the Company or be invested in such investments (other
        than shares of the Company) as the Directors may from time to time think fit. The Directors may also without
        placing the same to reserve, carry forward any profits which they may think prudent not to divide.

105.     No dividend shall bear interest against the Company.


112.    A notice may be given by the Company to a member either personally or by sending it by post to his registered
        address. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying
        and posting by airmail a letter containing the notice, and to have been effected at the expiration of seven days after the
        letter containing the same is posted. A Certificate of an officer of the Company that the notices have been so posted shall be
        accepted by all concerned as conclusive.

113.     A notice may be given by the Company to the joint holder of a share by giving the notice to the joint holder first named in the
         Register of Members in respect of the share.

          Jaiz International Plc – Private Placement Memorandum                                                                      43

114.   A notice may be given by the Company to the person entitled to a share in consequence of the death or
       bankruptcy of a member by sending it through the post in a prepaid letter, addressed to them by name, or by the
       title of representatives of the deceased, or Trustee of the bankrupt, or by any like description, at the address, if
       any, within Nigeria supplied for the purpose by the person claiming to be so entitled, or (until such an address had
       been so supplied) by giving the notice in any manner in which the same might have been given if the death or
       bankruptcy had not occurred.

115.   Notice of every General Meeting shall be given in the manner hereinbefore authorized to every member, including:-

       (i)         every person upon who the ownership of a share devolves by reason of his being a legal personal
                   representative or a trustee in bankruptcy of a member where but for his death or bankruptcy would be entitled
                   to receive notice of the meeting; and

       (ii)        the auditor for the time being of the Company,

        No other person shall be entitled to receive notices of general meetings.

             Jaiz International Plc – Private Placement Memorandum                                                           44

          As at 31st December, 2005, Jaiz International Plc had no claim or litigation pending against it, and neither has
          it instituted any action against any third party
          The following agreements have been entered into and are considered material to the Private Placement:
           i.      A Vending Agreement dated 15th February, 2006 under which FCMB Capital Markets Limited and
                   Finmal Finance Services Limited Plc on behalf of the Company have agreed to offer 10,500,000,000
                   ordinary shares of N1.00 each at N1.00 per share by way of Private Placement.
          ii.      A Memorandum of Understanding dated 23rd May, 2004 between Jaiz International Plc and the Islami
                   Bank of Bangladesh Limited (“IBBL”) to provide Technical and Managerial Support.

         iii.      An Agreement dated 13th July, 2002 between Jaiz International Plc and Islamic Development Bank,

          The costs and expenses of this Placement including fees payable to the Joint Issuing Houses, legal fees, costs
          of printing the Private Placement Memorandum and other miscellaneous expenses are estimated to amount
          to N619.71 million representing approximately 5.90% of the gross proceeds of the Private Placement and are
          payable by Jaiz International Plc.
          Except as otherwise disclosed in this Memorandum:
          (a)        No share of Jaiz 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 Jaiz to any
                     person in connection with the offer or sale of any share of the Company;
          (c)        Save as disclosed herein, the Directors of Jaiz have not been informed of any holding representing 5%
                     or more of the issued share capital of the Company;
          (d)        There are no founder, management or deferred shares or any option outstanding in Jaiz;
          (e)        There are no material service agreements between JAIZ and any of its Directors and employees other
                     than in the ordinary course of business;
         (f)         No Director of Jaiz has had any interest, direct or indirect, in any property purchased or proposed to
                     be purchased by the Company in the five years prior to the date of this Memorandum.
         (g)         No director or key management staff of the Company is or has been involved in any of the following:
                            A petition under any bankruptcy or insolvency laws filed (and not struck out) against such
                            person or a partnership in which he was a partner or any company of which he was a
                            director or key personnel;
                            A conviction in a criminal proceeding in a named subject of pending criminal proceedings
                            relating to fraud or dishonesty; and
                            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 an investment
                            adviser, dealer in securities, director or employee of a financial institution and engaging in
                            any type of business practice or activity.

               Jaiz International Plc – Private Placement Memorandum                                                       45

       (h)     No existing and potential related-party transactions and conflict of interest in relation to the company
               and its related-parties.
       (i)     There are no amounts or benefits paid or intended to be paid or given to any promoter within the two
               years preceding the date of the Memorandum.
       (j)     No merger/take-over offers by third parties in respect of Jaiz’s securities or merger/take-over offers
               by Jaiz in respect of other company’s securities during the preceding year and the current financial

       The underlisted parties have given and have not withdrawn their written consents to the issue of this
       Memorandum, with their names and reports (where applicable) being included in the form and context in
       which they appear:

        The Directors of Jaiz:                   Dr. Umaru Abdul Mutallab, CON           Chairman
                                                 Alhaji M. Mustapha Bintube              (Managing Director/CEO)
                                                 Dr. Abdulateef Adegbite, CON
                                                 Alhaji (Dr.) Aminu A. Dantata
                                                 Amb. Bunu Sherif Musa
                                                 Alh. Sani S. Anka
                                                 Alh. Shuaibu Ahmed
                                                 Alhaji Aminu Sule Garo
                                                 Alh. Tajudeen Dantata
                                                 Mal. Falalu Bello
                                                 Alh. Abullazeez Ude
                                                 Mal. Nafiu Baba Ahmed
                                                 Group Captain Usman Jibrin
                                                 Amb. Yerima Abdullahi
                                                 Alh. Zayyana Ahmed
        Company Secretary:                       Braton & Associates
        Joint Issuing Houses:                    FCMB Capital Markets Limited
                                                 Finmal Finance Services Limited
        Stockbrokers:                            APT Securities & Funds Limited
                                                 Capital Assets Limited
                                                 CSL Stockbrokers Limited
                                                 FIS Securities Limited
                                                 Kundila Finance Services Limited
                                                 Gidauniya Investment & Securities Limited
                                                 Independent Securities Limited
                                                 IBN Securities Limited
                                                 Nigerian Stockbrokers Limited
                                                 Sigma Securities Limited
                                                 Tiddo Securities Limited
        Solicitors to the Placement:             Wali-Uwais & Co

        Solicitors to the Company:               Suleyman Consulting

         Jaiz International Plc – Private Placement Memorandum                                                      46

        Joint Reporting Accountants               Muhtari Dangana & Co
                                                  Parnell Kerr Foster
        Auditors:                                 Ahmed, Zakari & Co
        Registrars:                               First Registrars Nigeria Limited
        Receiving Banker:                         First Bank of Nigeria Plc


       Copies of the following documents are available at the offices of the Joint Issuing Houses during normal
       business hours on any weekday (except public holidays), during the Placement Period:
       (a) The Private Placement Memorandum;
       (b) The Certificate of Incorporation of the Company;
       (c) The Memorandum and Articles of Association of the Company, duly certified by the Corporate Affairs
       (d) The resolution of the Board of Directors recommending the Private Placement, which was passed at the
           meeting of 15th September, 2005, duly certified by a Director and the Company Secretary;
       (e) The certified true copy of the shareholders’ resolution authorising the Private Placement, which was
           passed at the Extra-ordinary General Meeting held on 11th October, 2005;

       (f) The Profit Forecast of the Company for the five years ending 31st December, 2010;

       (g) The written consents referred to in 4.12 above;

       (h) The Audited Financial Statement for the financial year ended 30th September, 2005 and the Unaudited
           Financial Statement for the three month period ended 31st December, 2005

       (i) The material contracts referred to in 4.9 above; and

       (j) The Letter dated 13th February, 2006 from the Securities & Exchange Commission, approving the Private

       As at the date of the Prospectus, Dr. Umaru Abdul Mutallab, CON, the Chairman of Jaiz is also the Chairman
       of both First Bank of Nigeria Plc (Receiving Bank and parent company of First Registrars Limited) and Finmal
       Finance Services Limited; Both Dr. Aminu Dantata and Alhaji Tajudeen Dantata have substantial interest in
       Sterling Bank Plc, the parent company of Nigerian Stockbrokers Limited (a Stockbroker to the Placement).
       Save as disclosed, there is no other known relationship between the Issuer and its advisers other than in the
       ordinary course of business.

       Jaiz International Plc is in compliance with the code of corporate governance as it relates to its operations.

        Jaiz International Plc – Private Placement Memorandum                                                           47

     1.1     Prospective Investors to whom this Memorandum is addressed are hereby invited to apply for the
             shares through the Joint Issuing Houses and JAIZ.

     1.2     Application for the ordinary shares now being offered must be made in accordance with the
             instructions set out on the back of the Application Form.

     1.3     The Application List for the ordinary shares will be to each prospective investor for two weeks from
             the date of receipt of the Memorandum. The number of shares for which application is made should
             be entered in the boxes provided on the Application Form.

     1.4     Applicants should sign the Application Form and write their full names, addresses and daytime
             telephone number(s) in the appropriate sections. A corporate applicant should affix its seal and state
             its incorporation (RC) number in the spaces provided for this purpose.


     FCMB Capital Markets Limited and Finmal Finance Services Limited and the Directors of Jaiz International
     Plc, reserve the right to accept or reject any application in whole or in part, subject to the clearance of the
     Securities & Exchange Commission. All irregular or suspected multiple applications will be rejected.


     All application monies will be retained in a separate interest-yielding bank account with First Bank of Nigeria
     Plc 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 by registered post within 5 working days of allotment. Share certificates in respect of shares
     allotted will be sent by registered post not later than 15 working days from the date of allotment clearance.

      Jaiz International Plc – Private Placement Memorandum                                                      48
                                   APPLICATION FORM

                                        Private Placement OF 10,500,000,000 ORDINARY SHARES OF N1.00 EACH AT N1.00 PER SHARE
                                   Please complete all relevant sections of the Application Form USING BLOCK LETTERS.
                                                                                                                                                            N1.00 PER SHARE
                                   A.          NUMBER OF ORDINARY SHARES APPLIED FOR:                                                     PRICE:

                                               PAYMENT DETAILS:

                                                                BANK                                           CHEQUE/BANK DRAFT NO.                     AMOUNT (N)

                                   B.          NAME OF APPLICANT: 

                                   C.          ADDRESS:

                                               BANK ACCOUNT NUMBER:

                                   E.          NAME AND ADDRESS OF BANK:
Please cut along the dotted line

                                   F.          CONTACT TELEPHONE DETAILS DURING BUSINESS HOURS:

                                   G.          NEXT OF KIN:                                                            RELATIONSHIP:
                                   H.          DECLARATION:
                                                          I/We confirm that I/we have read and understood the Placement Memorandum dated 15th February, 2006 to which this
                                                          Application Form is attached.
                                                          I/We attach the amount payable in full on application for the number of shares that I/we wish to subscribe to in Jaiz
                                                          International Plc at N1.00 per share.
                                                          I/We authorise you to send a share certificate and/or a cheque for any refund due to me/us, by registered post to the address
                                                          given above and to procure registration in my/our name as the holder(s) of such number of shares or such smaller number,
                                                          as aforesaid.

                                   I.          APPLICANT’S DETAILS:

                                              Authorised Signatory/(ies)                                                                                           CORPORATE
                                              Signature:                                                                                                          THUMB PRINT

                                    FOR REGISTRAR’S USE ONLY
                                        Number of Ordinary         Number of Shares Allotted       Amount Paid (N)          Value of Shares Allotted (N)        Amount to be returned
                                         shares Applied For

                                                                                                      OINT   ISSUING HOUSES:

                                                 FCMB CAPITAL MARKETS LIMITED
                                                 (A MEMBER OF THE FIRST CITY GROUP)
                                                 Jaiz International Plc – Private Placement Memorandum                                                                             49
                                                                                                RC 446561

1.   Applications should be made only on the Application Form.

2.   The Application Form when completed should be lodged with any of the Joint Issuing Houses. Payment may
     also be made to designated branches of First Bank of Nigeria Plc (“FBN”). The cheque or bank draft must be
     drawn on a bank in the same town or city in which the branch of FBN is located and crossed “JAIZ PRIVATE
     PLACEMENT” with the name(s) and address(es) and daytime telephone number (where available) of the
     applicant(s) written on the back. All cheques and drafts will be presented for payment on receipt and
     applications in respect of which cheques are returned unpaid for any reason will be rejected.

3.   An application from a corporate body must bear the corporate body’s official seal and be completed under
     the hand of a duly authorised official.

4.   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.

                                           APPLICATION FORM
                                        JAIZ INTERNATIONAL PLC

      Jaiz International Plc – Private Placement Memorandum                                                 50

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