IN THE ORDROS MONEY MARKET UND - Cordros Asset …assetmanagement.cordros.com/upload/CMMF -...
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This document is important and you are advised to carefully read and understand its contents. If you are in doubt about its contents
or the action to take, please consult your Stockbroker, Solicitor, Banker or an Independent Investment Adviser for guidance
immediately. This Prospectus has been seen and approved by the Directors of Cordros Asset Management and they jointly and
individually accept full responsibility for the accuracy of all information given and confirm that, after having made all inquiries
which are reasonable in the circumstances, and to the best of their knowledge and belief, there are no other facts the omission of
which would make any statement herein misleading.
FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS, PLEASE SEE RISK FACTORS ON PAGE 11 & 12.
OFFER FOR SUBSCRIPTION
OF
10,000,000 UNITS OF N100.00 EACH
AT PAR
IN THE
(AUTHORIZED AND REGISTERED IN NIGERIA AS A COLLECTIVE INVESTMENT SCHEME)
PAYABLE IN FULL ON APPLICATION
FUND MANAGER
ISSUING HOUSE
APPLICATION LIST OPENS: 1st August 2016
APPLICATION LIST CLOSES: 7th September 2016
This Abridged Prospectus, and the Units which it offers, has been cleared and registered by the Securities & Exchange
Commission. It is a civil, wrong and criminal offence under the Investments and Securities Act No. 29 of 2007 Laws
of the Federation of Nigeria to issue a Prospectus which contains false or misleading information. Clearance and
registration of this Prospectus and the Units which it offers does not relieve the parties of any liability arising under
the Act for false or misleading statements contained therein or for any omission of a material fact
This Abridged Prospectus is dated 11th July 2016
CORDROS MONEY MARKET FUND
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Cordros Money Market Fund | Offer for Subscription
ABRIDGED TIMETABLE
The dates given above are indicative only. The timetable has been prepared on the assumption that certain key
activities including, but not limited, to the receipt of regulatory approvals from the SEC for the Offer will be
achieved as stated, if not, then dates surrounding key events in the timetable may be subject to adjustments
without prior notice
Date Responsibility Responsibility
01-Aug-16 Application List opens Fund Manager
07-Sep-16 Application List closes Fund Manager
12-Sep-16 Receiving Agents make returns Registrar
19-Sep-16 Forward Basis of Allotment Proposal to SEC Issuing House
26-Sep-16 Obtain SEC’s clearance of the Basis of Allotment
Proposal.
Issuing House
10-Oct-16 Disburse Net Proceeds to the Custodian Receiving Bank
17-Oct-16 Return Excess/Rejected Application Monies Registrar
24-Oct-16 Publish Allotment Announcement in two national daily
newspapers.
Issuing House/Fund
Manager
24-Oct-16 Distribution of Statements of Unit-holdings. Registrar
31-Oct-16 Forward Offer Summary Report to the SEC Issuing House/fund
Manager
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Cordros Money Market Fund | Offer for Subscription
SUMMARY OF THE OFFER
The following is a summary of the terms and conditions of an investment in the Cordros Money Market Fund. This
summary draws attention to information contained elsewhere in the Prospectus; it does not contain all of the
information a prospective investor in the Fund should consider in making an investment decision. This summary
should be read together with the entire Prospectus. Investors are advised to seek information on the applicable fees
and charges before investing in the Fund.
FUND MANAGER Cordros Asset Management
ISSUING HOUSE
TRUSTEE TO THE FUND
Vetiva Capital Management Limited
STL Trustees Limited
CUSTODIAN United Bank for Africa PLC (Global Investor Services)
THE OFFER 10,000,000 Units of N100.00 each in the Fund
METHOD OF OFFER Offer for Subscription
NATURE OF THE FUND The Fund seeks to provide capital stability, liquidity, and diversification while
providing a competitive return. The Fund will invest in high quality short term
money market securities, unsubordinated short term debt securities such as
Bankers’ Acceptances, Certificated of Deposits, Commercial Papers, Collaterised
Repurchase Agreements, Deposits (Fixed/Tenored) with eligible financial
institutions, and other instrument introduced and approved by the Central Bank of
Nigeria (CBN) from time to time as permissible under SEC Rule 470. These
eligible securities must have received an investment grade rating from a SEC-
registered agency.
TARGET
INVESTORS/INVESTOR
SUITABILITY
The Cordros Money Market Fund will be an attractive option for Retail investors,
High net-worth individuals and institutions (firms, societies, religious bodies,
employee schemes amongst several others). In view of the fund’s competitive
return, it is particularly suitable for investors who seek:
A short to medium term investment horizon;
Safety and preservation of capital;
liquidity and regular stream of income as the fund is structured to pay
dividend on a quarterly basis;
FUND SIZE N1,000,000,000.00.
UNIT PRICE ₦100 per unit.
UNITS OF SALE 100 Units and multiples of 50 units thereafter.
PAYMENT TERMS In full on application.
MANDATORY SUBSCRIPTION In compliance with the rules and regulations of the SEC which states that promoters
of Unit Trust Schemes in Nigeria must subscribe to a minimum of 5% of the initial
issue of such schemes, the Fund Manager shall subscribe to 5% of the Offer.
OPENING DATE 1st August 2016
CLOSING DATE 7th September 2016
USE OF PROCEEDS
The Offer proceeds will be used in accordance with the Fund’s investment
objectives and policies. The Offer costs and expenses amounting to N22.81 million
representing 2.28% of the Offer size shall be offset from the Offer proceeds.
INDICATIVE* FUND RATING*to
be confirmed subject to the successful launch of the
Fund
A(f)
SUMMARY OF THE OFFER
Page | 4 Cordros Money Market Fund | Offer for Subscription
DISTRIBUTION OPTIONS &
PAYMENTS
The following Distribution options are available to Unit-holders:
Reinvestment Option: Under this option, distributions are to be
automatically reinvested in additional Units of the Fund at the Offer Price
on the day of distribution.
Cash Option: Distributions are paid only via electronic transfer to Unit-
holder’s account.
MINIMUM INVESTMENT
PERIOD
The minimum holding period for an investment in the Fund is Thirty (30) calendar
days from the date of subscription. This period commences from the allotment Date
for subscribers under the Offer for Subscription of the Fund.
REDEMPTION Every unit holder shall redeem all or part of the Units held by them based on right
at the Bid price on any Business Day, provided that the Certificate, redemption
notice(s) and other redemption documents are forwarded to the Fund Manager on
the valuation Day or in accordance with the instructions prescribed from time to
time by the Fund Manager.
Minimum permissible holding after partial redemption is N5,000.00 or such balance
as advised by the Manager from time to time. The Fund will make redemption
payments within five (5) Business Days of receipt of the redemption Notice. No
additional charges will be made on redemption. However, units redeemed before
the expiration of Minimum Investment Period (30days) will attract a handling fee
charge of 0.5% of the income accrued on such investment.
STATUS The Units being offered for subscription shall rank pari-passu in all respects with
other future Units to be issued in the Fund.
ELIGIBILITY OF SECURITIES High quality money market instruments, unsubordinated short term debt securities
such as Bankers’ Acceptances, Commercial Papers, Deposits (Fixed/Tenured) with
eligible financial institutions and other instruments introduced and approved by the
CBN from time to time and as permissible under SEC Rules. These eligible
securities will have received an investment grade rating from a SEC-registered
rating agency.
SUMMARY OF THE OFFER
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STATEMENT OF INCOME PROJECTION
FOR THE YEARS ENDING DECEMBER 31, 2016, 2017 & 2018
6 months 12 months 12 months
Notes 2016 2017 2018
Income
Federal Government securities
2
31,819
64,870 81,088
Tenure deposit
2
26,977
55,287 69,109
Other money market instrument
2
28,015
57,499 71,873
Gross Income
86,811
177,656 222,071
Operating Expenses:
Issue Cost
11,410
11,410
Management fees 5
6,917
14,743 18,429
Other operating expenses 6
5,965
8,477 10,597
24,292
23,221 29,026
Profit for the year
62,519
154,436 193,045
Other comprehensive income
-
- -
Total comprehensive income for the year
62,519
154,436 193,045
Dividend
(62,519)
(154,436) (193,045)
-
-
-
11,886
14,743 18,429
Forecast earnings (N) per units of N100
5.26
10.48 10.48
Forecast Return on Investment (%) 5% 10% 10%
OVERSUBSCRIPTION In the event of oversubscription, additional units will be registered with SEC and
allotted to Subscribers subject to the approval of the Commission and registration
of the additional units
INVESTMENT RISKS The risks associated with an investment in the Fund are set out in the section titled
“Risks of investing in the Fund” on pages 11 to 12 of the Prospectus.
SELLING RESTRICTIONS Under no circumstances shall this Prospectus constitute an offer to sell or the
solicitation of an offer to buy or shall there be any sale of these Units in any
jurisdiction in which such offer, solicitation or sale would be unlawful.
GOVERNING LAW The Offer Documents will be governed by and construed in accordance with the
laws of the Federal Republic of Nigeria.
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Cordros Money Market Fund | Offer for Subscription
DIRECTORS OF THE FUND MANAGER AND OTHER CORPORATE INFORMATION
CHAIRMAN
EMEKA NDU
70 Norman Williams Street,
Off Keffi Street,
Ikoyi, Lagos State,
Nigeria
GROUP MANAGING DIRECTOR WALE AGBEYANGI
70 Norman Williams Street
Off Keffi Street,
Ikoyi, Lagos State,
Nigeria
DIRECTOR LAYI OLALERU
70 Norman Williams Street
Off Keffi Street,
Ikoyi, Lagos State,
Nigeria
CORPORATE DIRECTORY OF THE FUND MANAGER Cordros Asset Management
70 Norman Williams Street,
Off Keffi Street,
Ikoyi, Lagos State,
Nigeria
Email: [email protected]
Website: www.cordros.com
COMPANY SECRETARY MBANUGO UDENZE & CO.
13, Okesuna Street (2nd Floor)
Obalende,
Lagos Island,
Nigeria
PRINCIPAL OFFICERS OF THE FUND MANAGER Layi Olaleru (Managing Director)
Olafisayo Ogunbiyi-Badaru (Head Asset Management)
Adegbolahan Aina (Portfolio Manager)
Christian Orajekwe (Head Research & Strategy Department)
Tunde Bamidele (Risk Management)
Nkechi Ofoegbu (Compliance)
MEMBERS OF THE FUND INVESTMENT
COMMITTEE
Olafisayo Ogunbiyi-Badaru, (Cordros Asset Mangement)
Adegbolahan Aina. (Cordros Asset Mangement)
Wale Agbeyangi (Cordros Asset Management)
Olu Odugbemi (Independent member)
Fatah Oluwaseun Kadiri (Representative of STL Trustee).
FINANCIAL STATEMENTS The Audited Financial Statements of the Fund Manager are
provided on page 22 of this document.
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Cordros Money Market Fund | Offer for Subscription
PROFESSIONAL PARTIES TO THE OFFER
ISSUING HOUSE Vetiva Capital Management Limited
Plot 266B, Kofo Abayomi Street
Victoria Island
Lagos State
TRUSTEE TO THE FUND STL Trustees Limited
Skye Bank Building (3rd Floor)
30 Marina,
Lagos
CUSTODIAN TO THE FUND United Bank for Africa PLC (Global Investor Services)
12th Floor, UBA House
57, Marina
Lagos State
SOLICITORS TO THE TRUSTEE Babalakin & Co
43A, Afribank Street
9th - 12th Floors
Victoria Island
Lagos
REPORTING ACCOUNTANTS TAC Professional services
15th Floor, Penthouse,
Eleganza House,
15B, Joseph Street, Marina,
Lagos
01 794 3046
RECEIVING BANKS Access Bank Plc
Plot 999c,
Danmole Street,
Off Adeola Odeku/Idejo Street,
Victoria Island,
Lagos, Nigeria.
RATING AGENCY Agusto & Co
UBA House (5th Floor),
57 Marina,
Lagos - Island, Lagos
Nigeria.
REGISTRAR Africa Prudential Registrars
220 Ikorodu Rd,
Palmgove bus stop
Lagos
Nigeria.
Page | 8
Cordros Money Market Fund | Offer for Subscription
PARTICULARS OF THE FUND
A BRIEF ON THE FUND
The Cordros Money Market Fund is an open ended fund authorized and registered in Nigeria as a Unit Trust Scheme
under Section 160 of the Investment and Securities Act. The Fund is governed by a Trust deed with STL Trustees
Limited as Trustees to the Fund. 10,000,000 Units are being offered for subscription at the launch of the Fund at
N100 per unit of the Fund.
The Fund is structured as an open-ended fund, and thus the Units will be continuously offered to investors and the
Fund Manager will be ready to redeem the Units at all times throughout the duration of the Trust constituting the
Fund. The Fund will invest in government securities, fixed deposit, commercial paper, banker’s acceptance and other
highly liquid and low-risk securities with a maturity not greater than 365 days.
PROSPECT OF THE FUND
The Cordros Money Market Fund offers investors the opportunity to preserve their capital and earn returns from
investments in short term money market securities such as treasury bills, commercial papers, banker’s acceptance,
certificate of deposits and other eligible money market instruments with financial institutions in Nigeria recognized
by the Securities & Exchange Commission.
INVESTMENT OBJECTIVE AND POLICY
The Fund seeks to provide safety, liquidity, diversification and competitive return. The Fund will invest in high
quality short term money market securities, unsubordinated short term debt securities such as Bankers’ Acceptances,
Certificated of Deposits, Commercial Papers, Collaterised Repurchase Agreements, Deposits (Fixed/Tenored) with
eligible financial institutions, and other instrument introduced and approved by the Central Bank of Nigeria (CBN)
from time to time as permissible under SEC Rule 470. These eligible securities must have received an investment
grade rating from a SEC-registered agency.
ASSET ALLOCATION
The Fund shall invest a maximum of 100% in quality money market instruments with a minimum tenor of 30 days
and a maximum tenor of 365 days; a minimum of 25% in short term debt instruments of the Nigerian government; a
minimum of 10% of the Fund’s asset in Fixed or Tenured instruments; and a minimum of 10% in other money market
securities.
*Other money market instrument includes unsubordinated short term debt securities such as Bankers’ Acceptances and Commercial Papers
of companies, other Money Market Funds and other instruments introduced and approved by the Central Bank of Nigeria from time to time
and as permissible under Securities and Exchange Commission Rules & Regulations
INVESTMENT STRATEGY
The fund’s strategy is tailored to positively perform in all market conditions generating consistent returns. The Fund
will invest only in eligible securities including high quality money market instruments, unsubordinated short term
debt securities such as Bankers Acceptances, Commercial Papers, Deposits (Fixed/Tenured) with eligible financial
institutions and other instruments introduced and approved by the CBN from time to time and as permissible under
SEC Rules.
Investment decisions will be based on in-depth research analysis, thorough due diligence and continuous assessment
of specific investments that offer the best prospects in the short term.
Specifically, the Fund Manager will adopt the following investment strategy:
Proposed Asset Class Asset Allocation Range (%) Target Weighting (%)
Deposits (Fixed/Tenured) 10% - 60% 30%
Short Term Government Securities 25% - 80% 40%
Other Money Market Instruments* 10% - 65% 30%
PARTICULARS OF THE FUND
Page | 9 Cordros Money Market Fund | Offer for Subscription
Security selection – The fund manager will analyse each asset class to determine the securities that will be
included in the fund. Certain factors such as credit rating of issuer, rating on instrument, competitiveness of
rate and tenor of instrument would be considered in selecting the securities.
Asset Allocation - The asset allocation strategy for the Fund has been determined by the Fund Manager to
balance the risk versus reward objectives and to ensure the fund achieves its goals within the investment
horizon. In the event of extreme market conditions and market volatility, where the Fund Manager deems it
necessary to revise the asset allocation bands in order to protect the value of the Fund for the benefit of Unit-
holders, the fund manager shall comply with the provisions of the trust deed before effecting any modification
or alteration on the asset allocation provision.
TARGET INVESTORS
The Cordros Money Market Fund will be an attractive option for Retail investors, High net-worth individuals and
institutions (firms, societies, religious bodies, employee schemes amongst several others). In view of the fund’s
competitive return, it is particularly suitable for investors who seek:
A short to medium term investment horizon;
Safety and preservation of capital;
liquidity and regular stream of income as the fund is structured to pay dividend on a quarterly basis;
INVESTMENT INCENTIVES
The Fund will utilise the market bargaining power obtained from pooling of funds to enable investors enjoy
competitive returns at minimal risk. The fund will also give investors access to liquidity, diversification, tax incentives
and professional portfolio management.
INVESTMENT DISCRETION
The Fund Manager will exercise its discretion on investment of the Fund pursuant to the Trust Deed, policies instituted
by the Investment Committee and in accordance with the Investment and Securities Act 2007 and Rules and
Regulations of the SEC as prescribed from time to time. Within these bounds, the Fund Manager will be responsible
for all the decisions as to the investment strategies, assets, size and timing of the investment the Fund seeks to make.
INVESTMENT GUIDELINES AND RESTRICTIONS
The fund manager shall adhere strictly to the investment objective of the Fund by investing only in such instruments
that are permissible in accordance with SEC Rule 470, as stated in the trust deed and approved by the commission.
The following restrictions will however, apply:
Investments shall not be made for the purpose of exercising control over the management or operating
policies of issuers of securities held.
The Fund may not make loans except that it may buy and hold qualifying debt instruments in accordance
with its mandate.
SUBSCRIPTION TO THE FUND
Investors can subscribe to Units of the Funds after the offering period from the Fund Manager or any of its designated
agents/representatives or through any medium that may be approved and provided by the Fund Manager from time to
time. Payment for Units of the Fund can be made by a personal or manager’s cheque or via a wire transfer
made in accordance with instructions on the Form
PARTICULARS OF THE FUND
Page | 10 Cordros Money Market Fund | Offer for Subscription
INVESTMENT THRESHOLD
The initial minimum investment will be 100 units of the Fund and additional units will be issued in multiples of 50
units and payable in full upon subscription.
MEETING OF UNIT HOLDERS AND VOTING RIGHTS
As the need arises or at the request in writing of Unit-holders holding not less than 25% in value of the Units for the
time being outstanding (other than Units of which the Fund Manager is beneficial owner), the Fund Manager shall
call a General Meeting of the Unit-holders with the consent of the Trustee. Any resolution put to vote shall be decided
on a show of hands. Each Unit-holder shall have one vote. Where a Poll is demanded, each Unit-holder shall have one
vote for every unit held.
INCOME AND DISTRIBUTION
The Manager intends to distribute income (less expense) as dividend to Unit-Holders on quarterly basis.
DISTRIBUTION OPTIONS AND PAYMENT
The following Distribution options are available to Unit-holders:
Reinvestment Option: Under this option, distributions are to be automatically reinvested in additional Units
of the Fund at the Offer Price on the day of distribution.
Cash Option: Distributions are paid only via electronic transfer to Unit-holder’s account.
TAX CONSIDERATIONS
Distributions of dividends to unitholders shall be tax exempt. Also any capital gains derived by the unitholders from
the redemption of units in the Fund shall be tax exempt. Foreign investors should contact their respective tax
authorities for the tax treatment of income earned in Nigeria.
Please note that taxation-related issues are subject to changes in legislation. Investors are therefore advised to seek
tax advice regarding an investment in the Fund from their professional tax advisers.
CERTIFICATE
Every unit holder shall be entitled to a Certificate, which shall be evidence of their title to the number of units specified
on such documents. Joint unit holders shall be entitled to one certificate in respect of the units held jointly by them
which shall be delivered to the joint holder whose name first appears on the Register.
REDEMPTION OF UNITS
Investors shall have the right to redeem all or part of the Units held by them on any Business Day, provided redemption
documents are received in accordance with the instructions specified by the Fund Manager from time to time.
Redemption will be paid within 5 working days following the receipt of the redemption notice by the fund manager.
Minimum permissible holding after redemption is 100units or such balance as advised by the Manager from time to
time. No additional charges will be required on redemption. However, units redeemed before the expiration of the
minimum investment period (30 Days) will attract a processing fee of 0.5% of income accrued on such investment.
TRANSFER AND TRANSMISSION OF UNITS
Every Unit-holder shall be entitled to transfer the Units or any Units held by him through the Fund Manager in
accordance with the provisions of the Trust Deed. The Fund Manager will not transfer or redeem units without the
submission of a Fund Certificate relating to such units, which must be surrendered before any transfer or redemption
whether for the whole or any part thereof can be processed.
PARTICULARS OF THE FUND
Page | 11 Cordros Money Market Fund | Offer for Subscription
VALUATION OF UNITS OF THE FUND
The NAV of the Fund shall be determine on the basis of amortized cost method in line with the rules of SEC. The
cost is the price the Fund pays for an instrument or security adjusted for accrual of discount and amortization of
premium.
FEES, CHARGES & EXPENSES OF THE FUND
RISK FACTORS
Although the risk profile on this fund is low, the Fund Manager cannot guarantee the probability of not incurring
unforeseen financial losses as all investments are subject to a certain degree of risk. The fund manager will adopt
prudent investment guideline and will ensure that a robust risk management framework is integrated into every aspect
of the Fund’s investment process. The under listed are the principal risk factors that the Fund Manager envisages
would affect the Fund’s investments:
Default Risk: This is the risk that a borrower/issuer of fixed income securities in which the Fund Manager
may invest will be unable to make payment or interest as at when due;
Income Risk: The market value of the Fund would vary from day to day due to changes in interest rates. A
rise in interest rates would cause the market value of the Fund to decrease while a fall in interest rates would
increase the market value of the Fund;
Money Market Fund Risk: Although the Fund seeks to maintain the value of your investment at N100.00 per
unit, there is no assurance that it will be able to do so, and it is possible to lose money by investing in the
Fund;
Reinvestment Risk: This is the risk that future money market investments might be at a lower interest rate in
comparison to the prevailing rate or that there may be no viable investment opportunity to re-invest in. This
is possible in a declining interest rate environment due to the short term maturity of the investible assets;
Foreign Currency Risk: Foreign Investors who subscribe to the Fund are not immune to adverse changes in
exchange control regulation, exchange rate variations, political instability, statutory and other government
regulations, as the Fund’s assets are denominated in the Nigerian local currency.
Inflation Risk: This is the risk that an increase in price levels will undermine the purchasing power of the
Fund’s value of investment and returns.
Offer Expenses: Offer Expenses: All charges and fees (including VAT where relevant) for
establishing the Fund, including regulatory fees payable to the SEC, professional
fees to transaction parties, brokerage commission and administrative expenses
amounting to and estimated at N22,807,500.00
(Twenty Two Million, Eight Hundred and Seven Thousand and Five Hundred
Naira only) representing 2.28% of the offer size shall be borne by the Fund. These
costs shall be defrayed from the offer proceeds.
Management Fee: Management Fee: An annual management fee of 1% of the NAV of the Fund shall
be paid to the Fund Manager. This fee will be paid semi-annually in arrears and
represents the remuneration due to the Fund Manager for the management and
advisory roles involved in the day-to-day management of the Fund.
Operating Expenses: Operating expenses: All operating expenses including charges and expenses
incurred in connection with the management of the Fund plus annual fees payable
to the Trustee, Auditors, Custodian and Rating Agency shall not exceed 5% of the
NAV of the Fund.
PARTICULARS OF THE FUND
Page | 12 Cordros Money Market Fund | Offer for Subscription
RISK MANAGEMENT STRATEGY
The fund manager will adopt a robust risk management framework and will ensure that the risk factors mentioned
above are monitored on a regular basis in order to minimize their potential effect on the fund’s value. The under-listed
elements of the Risk Management Framework shall be put in place by the Fund Manager:
The Fund Manager shall from time to time stress test the portfolio using various simulation scenarios to show
any potential risk that could impact the Fund. The result of the test shall be reported to the investment
committee
In accordance to SEC rule 472 on portfolio maturity for money market investments, the Fund Manager shall
ensure that the weighted average maturity of the Fund shall not exceed 90 days. This will limit the impact
that changes in market rates have on the money market instruments.
The Fund Manager shall ensure that the Fund’s assets are adequately diversified among the approved issuers
and money market instruments. The credit ratings of approved Issuers will also be monitored on an ongoing
basis.
The Fund Manager shall also Stress Test the portfolio on a regular basis by simulating various scenarios of
the potential impact of the principal risk factors on the Fund. The result of such stress testing shall be reported
to the investment committee of the Fund.
Page | 13
Cordros Money Market Fund | Offer for Subscription
FINANCIAL PROJECTIONS
LETTER FROM THE REPORTING ACCOUNTANTS
The following is a copy of the letter on the Profit Forecast by TAC Professional Services, the Reporting Accountants
to the Offer:
FINANCIAL PROJECTIONS
Page | 14 Cordros Money Market Fund | Offer for Subscription
MEMORANDUM ON THE PROFIT FORECAST
The Fund Manager has projected the profit for the six months period ending 2016 and the years ending 31 December
2017 and 2018 respectively and is of the opinion that subject to unforeseen circumstances and based on assumptions
stated below, the profits before distribution of money market fund for the six months period ending 31 December
2016 and the years ending 31 December 2017 and 2018 will be in the order of ₦101.7M, ₦157.4M and ₦196.7M
respectively.
UNDERLYING ASSUMPTIONS FOR THE PROFIT FORECAST
1. Introduction
This memorandum has been prepared to summarize and outline the information available to the Fund
Manager and their basic assumptions at the time of preparing the financial forecasts for the six months
period ending 2016 and the years ending 31 December 2017 and 2018 respectively.
2. Forecast
The fund manager is of the opinion that subject to unforeseen circumstances, the profit before distribution
for the six months period ending 2016 and the years ending 31 December 2017 and 2018 will be in order of
₦101,7M, ₦157.4M and ₦196.7M respectively.
3. Bases and Assumptions
The prospective financial information has been arrived at on the following bases and assumptions:
3.1 Bases
The financial forecasts for the years ending 31 December 2016, 2017 and 2018 have been prepared on
the assumption that the money market fund will continue to operate on a basis consistent with the
accounting policies normally adopted by the Fund Manager and in line with International Financial
Reporting Standards (IFRS) as issued by IASB and adopted by Financial Reporting Council of Nigeria
(FRCN) and are presented in the reporting currency, Nigerian Naira (N) rounded to the nearest
thousand.
3.2 Assumptions
The following underlying assumptions have been used for the financial forecasts:
Based on the projected level of operations, the Profit before distribution for the six months period
ending 2016 and the Two years ending 31 December 2017 and 2018 will be approximately
N101.7m, N157.4m and N196.7m respectively.
The fund is expected to take off in June 2016 with a size of N1billion. A management fee of 1% is
to be charged per annum for each financial year.
The 10,000,000 units of N100 each of the Funds will be fully subscribed within the initial
subscription period under the terms and conditions of the offer.
Additional units of the Fund will be issued to new/existing investors in 2016, 2017 & 2018. The
additional investments are estimated at 20% of the Net Asset Value in the first 6 months and 25%
and 25% for year two and three respectively.
The proposed structure and asset allocation of the investments by the Fund is as follows;
Short Term Government Securities 40%
Tenured deposit 30%
Other money market instruments 30%
Income from the Fund’s Investments is estimated to be as follows;
Income on federal government securities is estimated @ 11.50%, 11% and 11% per annum for
the years ending 31 December 2016, 2017 and 2018 respectively.
Income on Tenured deposit is estimated @ 13.00%, 12.5% and 12.50% respectively for 2016, 2017 and 2018.
FINANCIAL PROJECTIONS
Page | 15 Cordros Money Market Fund | Offer for Subscription
Income on Other money market instruments is estimated @ 13.50% 13% and 13% respectively
for 2016, 2017 and 2018.
All the net income of the Fund will be distributed quarterly as dividend during the six months
period ending 2016 and Two (2) years ending 31 December 2017 and 2018.
Offer expenses: These include costs, charges and expenses of, and incidental to, establishing the
Fund. Issue costs initially are estimated @ 2.28% of gross proceeds.
All charges and fees (including VAT where relevant) for establishing the Fund, including regulatory
fees payables to the SEC, professional fees to transaction parties, brokerage commission and
administrative expenses amounting to and estimated at N22,820,000 (Twenty Two Million, Eight
Hundred and Twenty Thousand Naira Only) representing 2.28% of the Offer size shall be paid off
within the first financial year end of the fund. Other operating expenses including all administrative,
custodian, registrar and other related expenses have been estimated at 0.58% of Net Asset Value for
the six months period ending 2016 and the years ending 31 December 2017 and 2018 respectively.
STATEMENT OF ACCOUNTING POLICIES
A summary of the principal accounting policies of the Fund Manager, which have been applied in the preparation of
these financial projections for the Fund is set out below:
1. Basis of accounting
a. Statement of compliance
The prospective financial information are prepared in compliance with International Financial Reporting
Standards (IFRS) as issued by International Accounting Standards Board (IASB) and adopted by Financial
Reporting Council of Nigeria (FRCN).
b. Basis of measurement.
The prospective financial information has been prepared on historical basis.
c. Functional and reporting currency
This prospective financial information is presented in the Fund’s functional reporting currency, Nigeria Naira
(N). All financial information presented is rounded to the nearest thousand.
d. Use of estimates and judgments
The preparation of the prospective financial information in conformity with IFRSs requires management to
make judgments, estimates and assumptions that affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on a going concern basis. Revisions to accounting
estimates are recognized in the period in which the estimates are revised and in any future periods affected.
2. Income recognition
Interest Income
Interest income and expense are recognized in profit or loss, using the effective interest method.
The effective interest rate is the rate that exactly discounts the estimated future cash payments and receipts
through the expected life of the financial instruments (or, when appropriate, a shorter period) to the carrying
amount of the financial instrument. When calculating the effective interest rate, the Fund estimates future
cash flows considering all contractual terms of the financial instrument, but not future credit losses. Interest
received or receivable and interest paid or payable are recognized in profit or loss as interest income and
interest expense respectively
FINANCIAL PROJECTIONS
Page | 16 Cordros Money Market Fund | Offer for Subscription
3. Dividend expense
Distribution to unit holders are estimated at 100% of the Net Income of the Fund in any year and Interest
income distributable to unit holders will be on quarterly basis.
4. Cash and cash equivalents
These include fund’s deposits with banks in Nigeria and cash in hand at the end of each reporting date.
5. Government securities and other money market securities
These instruments are designated as financial instrument and are accounted for in line with the provision of
IFRS 9 as financial assets at fair value.
6. Tenured deposit
Tenured deposits with banks are classified as financial assets at fair value in accordance with IFRS 9. Tenured
deposits are non-derivative financial assets with fixed payments.
Recognition
All financial assets and liabilities are initially recognized when and only when the Fund becomes a party to
the contractual provisions of the instrument. Purchases or sales of financial assets that require delivery of
assets within the time frame generally established by regulation or convention in the market place are
recognized on the settlement date, i.e. the date that the assets are delivered to the Fund.
Subsequent measurement
Financial assets and liabilities are recognized at fair value. Loans and receivables are carried at amortized
cost using the effective interest method less any allowance for impairment. Gains and losses are recognized
in profit or loss when the loans and receivables are derecognized or impaired, as well as through the
amortization process. Interest earned on such instruments is recorded in “Interest income” in the statement
of comprehensive income.
Initial measurement
Financial assets and liabilities are measured initially at their fair value plus any directly attributable
incremental costs of acquisition.
The effective interest method is a method of calculating the amortized cost of a financial asset or a financial
liability and of allocating the interest income or interest expense over the relevant period. The effective
interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected
life of the financial instrument, or when appropriate, a shorter period to the carrying amount of the financial
asset or financial liability.
When calculating the effective interest rate, the Fund estimates cash flows considering all contractual terms
of the financial instruments, but does not consider future credit losses. The calculation includes all fees paid
or received between parties to the contract that are an integral part of the effective interest rate, transaction
costs and all other premium or discounts.
Derecognition
A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets)
is derecognized when:
The right to receive cash flows from the asset have expired; or
The Fund has transferred its rights to receive cash flows from the asset or has assumed an obligation
to pay the received cash flows in full without material delay to a third party under a ‘pass-through’
arrangement; and
Either:
a. The Fund has transferred substantially all the risks and rewards of the asset, or
b. The Fund has neither transferred nor retained substantially all the risks and rewards of the asset,
but has transferred control of the asset.
FINANCIAL PROJECTIONS
Page | 17 Cordros Money Market Fund | Offer for Subscription
When the Fund has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, and has neither transferred nor retained substantially all of the risks and rewards of the asset
nor transferred control of the asset, the asset is recognized to the extent of the Fund’s continuing involvement
in the asset. In that case, the Fund also recognizes an associated liability. The transferred asset and the
associated liability are measured on a basis that reflects rights and obligations that the Fund has retained.
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or
expired.
Impairment of financial assets
The Fund assesses at each reporting date whether a financial asset or a group of financial assets classified as
loans and receivables is impaired. A financial asset or group of financial assets is deemed to be impaired, if
and only if there is objective evidence of impairment as a result of one or more events that have occurred
after initial recognition of the asset (an incurred “loss event”) and that loss event has an impact on the
estimated future cash flows of the financial asset or group of financial assets that can be reliably measured.
Evidence of impairment may include indications that the debtor or a group of debtors is experiencing
significant financial difficulty, the probability that they will enter bankruptcy or other financial
reorganization, default or delinquency in interest or principal payments and where observable data indicates
that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic
conditions that correlate with defaults.
If, there is objective evidence that an impairment loss has been incurred, the amount of loss is measured as
the difference between the asset’s carrying amount and the present value of estimated future cash flows
(excluding future expected credit losses that have not yet been incurred) discounted using the assets original
effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account
and the amount of the loss is recognized in profit or loss as a “credit loss expense”.
Impaired debts, together with the associated allowance, are written off when there is no realistic prospect of
future recovery and all collateral has been realized or has been transferred to the Fund. If, in a subsequent
period, the amount of the estimated impairment loss increases or decreases because of an event occurring
after the impairment was recognized, the previously recognized impairment loss is increased or reduced by
adjusting the allowance account. If a recognized impairment loss is increased or reduced by adjusting the
allowance account. If a previous write-off is later recovered, the recovery is credited to the “credit loss
expense”.
Interest revenue on impaired financial assets is recognized using the rate of interest used to discount the future
cash flows for the purpose of measuring the impairment loss .
Offsetting financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the statement of financial
position if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there
is an intention to settle on a net basis, or to realize the asset and settle the liability simultaneously.
7. Taxation
Income from discounted money market instruments are tax free and such incomes are not subjected
to any form of tax. However, the income generated by the fund is subject to tax, which is payable
on the applicable tax rate.
FINANCIAL PROJECTIONS
Page | 18 Cordros Money Market Fund | Offer for Subscription
STATEMENT OF INCOME PROJECTION
FOR THE YEARS ENDING DECEMBER 31, 2016, 2017 & 2018
6 months 12 months 12 months
Notes 2016 2017 2018
Income
Federal Government securities
2
31,819
64,870
81,088
Tenure deposit
2
26,977
55,287
69,109
Other money market instrument
2
28,015
57,499
71,873
Gross Income
86,811
177,656
222,071
Operating Expenses:
Issue Cost
11,410
11,410
Management fees 5
6,917
14,743
18,429
Other operating expenses 6
5,965
8,477
10,597
24,292
23,221
29,026
Profit for the year
62,519
154,436
193,045
Other comprehensive income
-
- -
Total comprehensive income for the year
62,519
154,436
193,045
Dividend
(62,519)
(154,436)
(193,045)
-
-
-
11,886
14,743
18,429
Forecast earnings (N) per units of N100
5.26
10.48
10.48
Forecast Return on Investment (%) 5% 10% 10%
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2016, 2017 AND 2018
STATEMENT OF FINANCIAL POSITION
FOR THE YEARS ENDING DECEMBER 31, 2016, 2017 & 2018
Statement of Financial Position 6 months 12 months 12 months
Notes 2016 2017 2018
Current Assets
FINANCIAL PROJECTIONS
Page | 19 Cordros Money Market Fund | Offer for Subscription
Cash & Cash equivalent 3
31,259
38,609 48,261
Money Market Securities 4
1,188,590
1,474,328 1,842,909
1,219,849
1,512,936 1,891,171
Current Liabilities
Interest Payable 7
31,259
38,609
48,261
Net Asset
1,188,590
1,474,328 1,842,909
Financed by:
Unit holders account 8
1,188,590
1,474,328 1,842,909
1,188,590
1,474,328 1,842,909
STATEMENT OF CASH FLOW AS AT 31 DECEMBER 2016, 2017 AND 2018
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDING DECEMBER 31, 2016, 2017 & 2018
6 months 12 months 12 months
2016 2017 2018
Cash flows from operating activities
Federal Government securities 31,819 64,870 81,088
Tenure deposit 26,977 55,287 69,109
Other money market instrument 28,015 57,499 71,873
Management fees (6,917) (14,743) (18,429)
Other operating expenses (5,965) (8,477) (10,597)
73,929 154,436 193,045
Cash flows from investing activities
Purchase of money market instruments (1,188,590) (285,738) (368,582)
Net cash used in investing activities (1,188,590) (285,738) (368,582)
Cash flows from financing activities
Proceeds from issue 1,188,590 297,148 368,582
Issue costs (11,410) (11,410)
Distributions (31,259) (147,086) (183,393)
Net cash used in financing activities 1,145,921 138,651 185,189
Net increase in cash and cash equivalents 31,259 7,350 9,652
Opening cash and cash equivalents - 31,259 38,609
Closing cash and cash equivalents 31,259 38,609 48,261
0.00
0.00
0.00
FINANCIAL PROJECTIONS
Page | 20 Cordros Money Market Fund | Offer for Subscription
NOTES TO THE PROFIT FORECAST
1. The Fund
Reporting Entity, Cordros Money Market Fund (the ‘Fund’) is a Fund domiciled in Nigeria.
The Fund is an open-ended investment fund primarily involved in investing in a diversified portfolio of
money market instruments with the objective of providing unit holders with competitive returns while
safeguarding original investment.
The investment activities of the Fund are managed by Cordros Asset Management (“The Company”) is a
subsidiary of Cordros Capital Limited currently registered by the Nigerian Securities & Exchange
Commission to carry out portfolio/fund management services.
The projected financial statements have been prepared in accordance with the International Financial Reporting
Standards (IFRS) issued by the International Accounting Standards Board (IASB) and adopted by Financial
Reporting Council of Nigeria.
2. Revenue 2016 2017 2018 N'000 N'000 N'000 11.50% 11.00% 11.00%
Federal Government securities
31,819
64,870
81,088
Targeted volume
475,436
589,731
737,164 13.00% 12.50% 12.50%
Tenure deposit
26,977
55,287
69,109
Targeted volume
356,577
442,298
552,873 13.50% 13.00% 13.00%
Other money market instrument
28,015
57,499
71,873
Targeted volume
356,577
442,298
552,873
86,811
177,656
222,071
3. Cash and Cash Equivalents
The balance in this account represents cash available for distribution to unit holders at the balance sheet date.
4. Money Market Securities
2016 2017 2018
N'000 N'000 N'000
Balance at the beginning 1,000,000.00 1,188,590.00 1,474,327.50
Cash balance available for investment
Issue cost
(11,410.00) (11,410.00)
additions during the yr 200,000 297,148 368,582
FINANCIAL PROJECTIONS
Page | 21 Cordros Money Market Fund | Offer for Subscription
Balance at the end of year
1,188,590
1,474,328
1,842,909
5 Investment Management Fees
2016 2017 2018
Net asset value before distribution
1,188,590
1,474,328 1,842,909
Investment management fees
6,917
14,743 18,429
6. Other Operating Expenses
Other operational expenses are made up of Trustees fees, solicitor’s fees, custodian fees, auditors’ fees,
registrar fee and other administrative charges. This is estimated at 0.49% of the Net Assets Value.
7. Interest payable
Interest payable is the interest distributable to unit holders in the fund. Interest income distributable to unit
holders will be on quarterly basis.
The balance in interest payable account is the interest accrued at balance sheet date and becomes payable at the
beginning of the following quarter.
8. Unit holder's account 2016 2017 2018
N'000 N'000 N'000
Balance at the beginning 1,000,000.00 1,200,000.00 1,497,147.50
Additions during the year 200,000.00 297,147.50 368,581.88
Net asset value end of year 1,200,000 1,497,148 1,865,729
Page | 22
Cordros Money Market Fund | Offer for Subscription
FINANCIAL STATEMENT OF THE FUND MANAGER
MANAGEMENT ACCOUNTS
BALANCE SHEET AS AT 31 DEC. 2015 Dec-15
ASSETS
Fixed Assets 10,675,749.34
Cash & Bank Balances 294,925,680.84
Other Assets 1,819,715.92
Deferred Asset 669,267.00
Total Assets 308,090,413.10
LIABILITIES
Other liabilities 19,260,618.09
Total Liabilities 19,260,618.09
CAPITAL
Share Capital 150,000,000.00
Retained Profit 138,829,795.00
Share Holder's Fund 288,829,795.00
Total Liabilities and Equity 308,090,413.09
FINANCIAL STATEMENT AS AT 31ST DECEMBER 2014
Assets
Cash and bank balances 119,943,483
Available for sale investments 27,000,000
Other receivables 1,492,654
Property and equipment 4,116,354
Total assets 152,552,491
Liabilities
Other liabilities 1,000,000
Tax payable 502,591
Deferred Taxation 669,267
Total Liabilities 2,171,858
Equity
Ordinary shares 150,000,000
Retained earnings 380,633
Total equity 150,380,633
Total Liabilities and equity 152,552,491
Profit Before Tax 1,552,491
Taxation (1,171,858)
Profit After Tax 380,633
Earnings per share (kobo) – basic 0.25
PROFILE OF FUND MANAGER & TRUSTEE
Page | 23 Cordros Money Market Fund | Offer for Subscription
BRIEF PROFILE OF THE FUND MANAGER
Cordros Asset Management Limited ('CAML') was incorporated in the year 2012 and began operations in 2014.
CAML is a subsidiary of Cordros Capital Limited licensed by the Securities & Exchange Commission as a
fund/portfolio management company. CAML has an authorised and fully paid up share capital of N150 million.
CAML is committed to creating value for its diverse clientele base and ensuring their investment objectives are
achieved within the agreed parameters. CAML understands the portfolio structure that should be adopted and the role
of the Asset Manager in achieving the investor’s overall investment objectives. At CAML, customer’s satisfaction is
at the heart of all we do and we ensure our client’s portfolios are managed using a robust and well-defined risk
management strategy. Cordros Asset Management offers services in Portfolio Management, Wealth Management and
Mutual funds.
Investment Philosophy
We practice a disciplined value investment approach. We use both quantitative and qualitative research in arriving at
our investment decision. Each of our client’s investment portfolio is tailored to suit their individual risk tolerance,
time horizon and investment objective. We focus on creating a balance between growth, capital preservation and
investment income. At Cordros Asset Management, we understand that assets classes perform differently and we
carefully take this into consideration when formulating the asset allocation strategy..
Cordros Asset Management offers different products/services to individuals, institutions & public clients
DIRECTORS OF THE FUND MANAGER
Emeka Ndu (Chairman)
Wale Agbeyangi (Group Managing Director)
Layi Olaleru (Director)
PRINCIPAL OFFICERS OF THE FUND MANAGER
Fisayo Ogunbiyi-Badaru (Head, Asset Management)
Gbolahan Aina (Portfolio Manager)
Nkechi Ofoegbu (Legal & Compliance)
Orajekwe Christian Ndubueze (Head , Research and Strategy Department)
Tunde Bamidele (Risk management)
PROFILE OF FUND MANAGER & TRUSTEE
Page | 24 Cordros Money Market Fund | Offer for Subscription
BRIEF PROFILE OF THE TRUSTEE
STL TRUSTEES LIMITED (STL) was incorporated in 1991 as EIB Trustees Limited, and later changed to Skye
Trustees following the merger of its former parent company (EIB International Bank) and 5 other Banks in 2005. It is
registered by the Securities and Exchange Commission and duly licensed to carry out the dual functions of Trusteeship
and Funds/Portfolio Management. Managed by a Team of highly skilled personnel in all relevant areas to its functions,
STL Trustees has over the past two decades built an outstanding Track Record and Pedigree and is currently one of
the dominant players within the trusteeship industry in Nigeria with a business size in excess of N2 Trillion.
STL occupies a critical and independent role in many corporate finance, investment banking and asset management
transactions. As part of our Corporate Trust service, we render Trusteeship services to Issuers of debt instruments such
as the Federal/State Governments, Government Parastatals and corporate entities.
Other core areas of our business include Trusteeship of Mutual Funds, Debenture Trust Issues under Consortium
Finance/Loan Syndication, Project Finance and Structured Finance; Fund/ Portfolio Management, Real Estate Trust,
Custodial Services, Nominee Services, Company Secretarial Services, Special Purpose Vehicle Trust as well as
Private Trust/ Estate Planning.
STL Trustees is overseen by a Board of Trustees consisting of seasoned professional of impeccable character and who
have established themselves in their various areas of professional endeavours.
DIRECTORS OF THE TRUSTEE
The Board of STL Trustees consist of the following persons
1. Olawale A. Edun- Chairman
2. Kayode Falomo- Director
3. Afolabi Caxton-Martins-Director
4. Mrs Connie Ogundare-Director
5. Mrs Chioma Okee-Aguguo-Director
6. Mrs Funmilayo T. Ekundayo-Managing Director
PRINCIPAL OFFICERS OF THE TRUSTEES
Akinwumi Oni (Head, Trust Services/Legal)
Nimi Animashaun (Head, Marketing and Business Development)
Oko U. Mba (Head, Accounts & Operations)
FUND INVESTMENT COMMITTEE
The Investment Committee will advise and guide the Fund Manager on its investment strategies and policies in order
to ensure that its activities conform with the Fund’s established investment objectives and in the overall interests of
the Unit-Holders. In addition, the Investment Committee will pay special regard to the SEC guidelines regarding
restriction on investments as prescribed from time to time. The Investment Committee will also review the portfolio
periodically in order to assess liquidity positions and evaluate the risk parameters and will, from time to time, rebalance
the portfolio.
The membership of the Investment Committee is as follows:
S/NO. MEMBERS
1. Olafisayo Ogunbiyi-Badaru
2. Adegbolahan Aina
3. Wale Agbeyangi
4. Fatah Oluwaseun Kadiri (Representative of the Trustee)
5. Olu Odugbemi – Independent member
Page | 25
Cordros Money Market Fund | Offer for Subscription
STATUTORY AND GENERAL INFORMATION
AUTHORISATION
The establishment of the Fund and the issuance of the Units pursuant to the Offer for Subscription are duly
and properly authorised by a resolution passed on Monday, 23rd March 2015, by the Board of Directors of
the Fund Manager.
The Fund is also authorised and registered in Nigeria as a Collective Investment Scheme by the SEC in
accordance with Section 160 of the ISA.
Claims & Litigation
As at the date of this circular, the company is not involved in any litigation. The solicitor to the company is not aware
of any pending claim or litigation against Cordros Asset Management Limited which may be material to the offering.
MATERIAL CONTRACTS
The following agreements have been entered into and are considered material to this Offer:
1. A Trust Deed dated 11th July, 2016 between Cordros Asset Management Limited and Skye Trustees Limited
under which the Fund was constituted.
2. A Vending Agreement dated 11th July, 2016 between Cordros Asset Management Limited and Vetiva Fund
Managers Limited under the terms of which Vetiva Fund Managers Limited has agreed to offer 10,000,000
Units of N100 each in Cordros Money Market Fund to the general public.
3. A Custody Agreement dated 11th July, 2016 between Cordros Asset Management Limited, Skye Trustees
Limited and United Bank for Africa Plc (Global Investor Services) pursuant to which the Fund Manager and
the Trustees have appointed United Bank for Africa Plc (Global Investor Services) to act as custodian of the
Fund’s investments, cash and other assets and to accept responsibility for the safe custody of the Deposited
Property which is delivered to and accepted by the Custodian.
4. A Registrar Service Level Agreement dated 11th July, 2016 between Cordros Asset Management Limited
and Africa Prudential Registrars Plc.
Other than as stated above, the Fund Manager has not entered into any material contracts except in the
ordinary course of business.
CONSENTS
The following have given and not withdrawn their written consents to the issue of this Prospectus with their names
and reports (where applicable) included in the form and context in which they appear:
DIRECTORS OF THE FUND MANAGER Emeka Ndu (Chairman)
Wale Agbeyangi, (Group Managing Director)
Layi Olaleru, (Director)
COMPANY SECRETARY Mbanugo Udenze & CO
ISSUING HOUSE Vetiva Capital Management Limited
TRUSTEE TO THE FUND STL Trustees Limited
CUSTODIAN TO THE FUND United Bank for Africa Plc (Global Investor Services)
SOLICITORS TO THE TRUSTEE Babalakin & Co
REPORTING ACCOUNTANTS TAC Professional Services
REGISTRARS Africa Prudential Registrars Limited
RECEIVING BANK Access Bank Plc
RATING AGENCY Agusto & Co.
REGISTRAR Africa Prudential Registrars
STATUTORY AND GENERAL INFORMATION
Page | 26 Cordros Money Market Fund | Offer for Subscription
RELATIONSHIP BETWEEN THE FUND MANAGER AND THE TRUSTEE
The Fund Manager and the Trustee do not have any common shareholder and neither one is a subsidiary or holding
company of the other. They do not have common Directors.
RELATIONSHIP BETWEEN THE FUND MANAGER AND THE CUSTODIAN
The Fund Manager and the Custodian do not have any common shareholder and neither one is a subsidiary or holding
company of the other. They do not have common Directors.
RELATIONSHIP BETWEEN THE FUND MANAGER AND THE ISSUING HOUSE
The Fund Manager and the Issuing House do not have any common shareholder and neither one is a subsidiary or
holding company of the other. They do not have common Directors.
DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents may be inspected at the offices of the Issuing House, at its business address, at
normal working hours on any Business Day during the Offer Period:
Certificates of Incorporation of the Fund Manager and the Trustee;
Memoranda and Articles of Association of the Fund Manager and the Trustee;
The resolution of the Board of Directors of the Fund Manager authorising the creation of the Fund and the
issuance of 10 million Units of the Fund;
The duly executed Prospectus issued in respect of the Offer;
The duly executed Abridged Prospectus issued in respect of the Offer;
Fund Risk Rating report from the Rating Agency, Agusto & Co.;
The Report of TAC Professional Services on the Financial Forecast of the Fund for the 2.5 years ending
December 31, 2018;
Solicitors’ Opinion on Claims And Litigations involving the Fund Manager;
The material contracts referred to above;
The written consents referred to above; and
The SEC letter authorising the Fund and registering the Units being offered.
Page | 27
Cordros Money Market Fund | Offer for Subscription
PROCEDURE FOR APPLICATION AND ALLOTMENT
1. Application
1.1 The general investing public is hereby invited to apply for Units of the Fund through any of the Receiving
Agents listed in this Prospectus.
2.1 Applications for Units must be made in accordance with the instructions set out at the back of the
Application Form attached hereto. Care must be taken to follow these instructions, as applications which
do not comply will be rejected.
3.1 The Application List for the Units now being offered will open on 1st August, 2016 and close on 7th
September, 2016. Applications must be for a minimum of 100 Units and in multiples of 50 Units thereafter.
The number of Units for which an application is made and the value of the cheque or bank draft attached
should be entered in the boxes provided on the Application Form.
4.1 A single applicant should sign the declaration and write his/her full names, address, daytime telephone
number and mobile telephone number in the appropriate space on the Application Form. Where the
application is being made on behalf of a minor, the full names of the applicant and the minor as well as the
date of birth of the minor should be provided. Item “2” should be used by joint applicants. A corporate
applicant should affix its seal in the box provided and state its Incorporation Registration (RC) Number.
5.1 Applications in Naira below N10 million should be forwarded together with a bank draft for the full amount
of the purchase price made payable to any of the Receiving Agent listed in this Prospectus. The cheque or
draft must be drawn on a bank in the same town or city in which the Receiving Agent is located and crossed
“CORDROS MONEY MARKET FUND” with the name, address and daytime telephone number of the
applicant written on the back. All bank commissions and transfer charges must be prepaid by the applicant.
All cheques and drafts will be presented upon receipt and all applications in respect of which cheques are
returned unpaid will be rejected and returned through the post at the applicant’s risk.
6.1 Applications in Naira above N10 million should be transferred via RTGS into the Issue Proceeds Account
indicated below:
Bank Name: Access Bank Plc
Account Name: CORDROS MONEY MARKET FUND/ACCESS BANK
Account Number: 0699868044
Applicant/Sender: Please complete as appropriate
7.1 Foreign currency subscribers are advised to contact the Receiving Bank for the applicable exchange rate
on the day the payment for the subscription is being effected. Payments can be made in US Dollars to the
Receiving Bank through the correspondent bank detailed below:
Intermediary Bank Name: Citibank New York
Swift Code CITIUS33
ABA No. 021000089
For Credit of: Access Bank Plc
SWIFT Code: ABNGNGLA
Account No. 36145842
For Final Credit of: Cordros Money Market Fund Issue Proceeds Account
Beneficiary’s Acc No: 3000023539
Applicant/Sender: Please complete as appropriate
2. Allotment
The Issuing House and the Directors of the Fund Manager reserve the right to accept or reject any application in
whole or in part for not meeting the conditions of the Offer. In the event of an over subscription, additional Units
of the Fund will be allotted subject to the Commission’s approval.
3. Application Monies
All application monies will be retained in a separate bank account by the Receiving Bank pending allotment. If
any application is not accepted or is accepted for fewer Units than the number applied for, a crossed cheque for
PROCEDURE FOR APPLICATION AND ALLOTMENT
Page | 28 Cordros Money Market Fund | Offer for Subscription
the full amount paid or the balance of the amount paid (as the case may be) will be returned by registered post
within five (5) Business Days of allotment.
Certificates will be sent by registered post to the physical address provided by the subscriber on the attached
Application Form and/or by electronic mail to the email address provided on the attached Application Form, not
later than 15 Business Days from the date of allotment.
Page | 29
Cordros Money Market Fund | Offer for Subscription
RECEIVING AGENTS
All capital market operators with current SEC registration as at the date of this Prospectus are eligible to act as Receiving
Agents to the Issue. A brokerage commission of 0.75% will be paid on the value of allotted Units in respect of applications bearing
their official stamps.
The Issuing House/Receiving Bank cannot accept responsibility for the conduct of any Receiving Agent. Investors are therefore advised to conduct their own independent enquiries before choosing an agent to act on their behalf. Evidence of lodgement of funds with any Receiving Agent, in the
absence of corresponding evidence of receipt by the Issuing House/ Receiving Bank, cannot give rise to a liability on the part of the Issuing
House/Receiving Bank under any circumstances.
Adamawa Securities Ltd
Adonai Stockbrokers Ltd
African Alliance Stockbrokers Ltd
Afrinvest Securities Ltd
Alangrange Securities Ltd
Altrade Securities Ltd
Amyn Investments Ltd
Anchorage Securities And Finance Ltd
Anchoria Investment And Securities Ltd
Apel Asset Ltd
Apt Securities And Funds Ltd
Arm Securities Ltd
Arthur Steven Asset Management Ltd
Associated Asset Managers Ltd
Atlass Portfolios Ltd
Bauchi Investment Corporation Ltd
Belfry Investments And Securities Ltd
Bestlink Investment Ltd
Bestworth Asset And Trust Ltd
Bgl Securities Limited
Boaz Management & Fin. Strategies Ltd
Calyx Securities Ltd
Camry Securities Ltd
Capital Assets Ltd
Capital Bancorp Plc
Capital Express Securities Ltd
Capital Trust Brokers Ltd
Cardinalstone Securities Ltd
Cashcraft Securities Ltd
Cashville Investments & Securities Ltd
Cdl Capital Markets Ltd
Centre Point Investments Ltd
Century Securities Limited
Chapelhill Denham Securities Ltd
Chartwell Securities Ltd
Citi Investment Capital Limited
City Code Trust & Investment Company Ltd
Clearview Investments Co. Ltd
Compass Investment & Securities Ltd
Cordros Capital Ltd
Core Trust And Investment Ltd
Coronation Securities Ltd
Cowry Securities Ltd
Crane Securities Ltd
Crossworld Securities Ltd
Crown Capital Ltd
Csl Stockbrokers Ltd
Dbsl Securities Ltd
De Lords Securities Ltd
Deep Trust Investment Ltd
Dependable Securities Ltd
Diamond Securities Ltd
Dominion Trust Ltd
Dsu Brokerage Services Ltd
Dunbell Securities Ltd
Dunn Loren Merrifield Securities Ltd
Dynamic Portfolio Ltd
Ecl Asset Management Ltd
Edc Securities Ltd
Edgefield Capital Management Ltd
Efcp Ltd
Elixir Securities Ltd
Enterprise Stockbrokers Plc
Equity Capital Solutions Ltd
Eurocomm Securities Ltd
Express Discount Asset Management Ltd
Express Portfolio Services Ltd
Falcon Securities Ltd
Fbc Trust And Securities Ltd
Fbn Securities Ltd
Fcsl Asset Management Company Ltd
Fidelity Finance Company Ltd
Fidelity Securities Ltd
Financial & Analytics Capital Ltd
Financial Trust Company Nig. Ltd
Finmal Finance Services Ltd
First Integrated Capital Management Ltd
Fis Securities Ltd
Foresight Securities & Investment Ltd
Forte Financial Ltd
Forthright Securities And Investments Ltd
Fortress Capital Ltd
Fsdh Securities Ltd
Funds Matrix And Assets Management Ltd
Futureview Securities Ltd
Gem Asset Management Limited
Gidauniya Investment And Securities Ltd
Global Asset Management Nig. Ltd
Globalview Consult & Investments Ltd
Golden Securities Ltd
Greenwich Securities Ltd
Gresham Asset Mgt. Ltd
Gruene Capital Limited
Gti Securities Ltd
Harmony Securities Ltd
Heartbeat Investments Ltd
Hedge Securities & Investments Company Ltd
Heritage Capital Market Ltd
Horizon Stockbrokers Ltd
Icap African Brokers Limited
Icmg Securities Ltd
Icon Stockbrokers Ltd
Imperial Asset Managers Ltd
Independent Securities Ltd
Integrated Trust & Investments Ltd
International Standard Securities Ltd
Interstate Securities Ltd
Investment Centre Ltd
Investment One Financial Services Ltd
Investment One Funds Management Ltd
Investment One Stockbrokers Int'l Ltd
Investment Shark & Asset Management Ltd
Investors And Trust Company Ltd
Kapital Care Trust & Securities Ltd
Kedari Capital Ltd
Kinley Securities Ltd
Kofana Securities & Investment Ltd
Kundila Finance Services Ltd
Lambeth Trust And Investment Co. Ltd
Lead Securities & Investment Ltd
Lighthouse Assets Management Ltd
Longterm Global Capital Ltd
Magnartis Finance & Investment Ltd
Mainland Trust Ltd
Mainstreet Bank Securities Ltd
Marimpex Finance & Investment Co. Ltd
Marriot Securities & Investment Co. Ltd
Maven Asset Management Ltd
Maxifund Investments And Securities Plc
Mayfield Investment Ltd
Mbc Securities Ltd
Mbl Financial Services Ltd
Mega Equities Ltd
Meristem Securities Ltd
Meristem Stockbrokers Ltd
Midas Stockbrokers Ltd
Milestone Capital Management Ltd
Mission Securities Ltd
Molten Trust Ltd
Morgan Capital Securities Ltd
Mountain Investment And Securities Ltd
Mutual Alliance Investment & Securities Ltd
Network Capital Ltd
Networth Securities & Finance Ltd
Newdevco Investment & Securities Co. Ltd
Nigerian International Securities Ltd
Nigerian Stockbrokers Ltd
Northbridge Investment & Trust Limited
Nova Finance & Securities Limited
Options Securities Ltd
Pac Securities Ltd
Parthian Partners Limited
Partnership Securities Ltd
Peace Capital Market Ltd
Perfecta Investment Trust Ltd
Phronesis Securities Ltd
Pilot Securities Ltd
Pinefields Investments Services Ltd
Pipc Securities Ltd
Pivot Trust & Investment Company Ltd
Pml Securities Co. Ltd
Portfolio Advisers Ltd
Primera Africa Securities Ltd
Primewealth Capital Ltd
Professional Stockbrokers Limited
Prominent Securities Ltd
Psi Securities Ltd
Pyramid Securities Ltd
Quantum Securities Ltd
Rainbow Securities And Investment Co. Ltd
Readings Investments Ltd
Regency Assets Management Ltd
Rencap (Securities) Nigeria Ltd
Resort Securities & Trust Ltd
Reward Investments & Services Ltd
Rostrum Investment And Securities Ltd
Rowet Capital Management Ltd
Royal Crest Finance Ltd
Royal Guaranty And Trust Ltd
Royal Trust Securities Ltd
Santrust Securities Ltd
Securities Africa Financial Ltd
Securities And Capital Mgt. Company Ltd
Security Swaps Ltd
Sfc Securities Ltd
Shalom Investment Financial Services Ltd
Shelong Investment Ltd
Sigma Securities Ltd
Signet Investments & Securities Ltd
Skyview Capital Ltd
Smadac Securities Ltd
Solid-Rock Securities & Investment Plc
Spring Trust & Securities Ltd
Springboard Trust & Investment Ltd
Stanbic Ibtc Stockbrokers Ltd
Standard Union Securities Ltd
Surport Services Limited
Taraba Investment & Properties Ltd
Tfs Securities & Investment Company Ltd
The Bridge Securities Ltd
Tiddo Securities Ltd
Tomil Trust Limited
Topmost Securities Ltd
Tower Assets Management Ltd
Tower Securities & Investment Company Ltd
Tradelink Securities Ltd
Traders Trust And Investment Company Ltd
Transafrica Financial Services Ltd
Transworld Investment & Securities Ltd
Trust Yields Securities Ltd
Trustbanc Capital Management Ltd
Trusthouse Investments Ltd
Trw Stockbrokers Ltd
Tyndale Securities Ltd
Unex Capital Ltd
Union Capital Markets Ltd
United Capital Securities Ltd
Valmon Securities Ltd
Valueline Securities & Investment Ltd
Vetiva Securities Ltd
Woodland Capital Market Plc
Wstc Financial Services Ltd
Zenith Securities Ltd
Page | 30
Cordros Money Market Fund | Offer for Subscription
APPLICATION FORM
Page | 31
Cordros Money Market Fund | Offer for Subscription
INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM
1. Applications must be made only on this Application Form, or photocopy, downloaded or scanned copy of
the Application Form.
2. The Application List for the Units will be open to prospective investors for the duration specified in the
Prospectus.
3. Application must be for a minimum of 100 Units at the first instance and multiples of 50 Units thereafter.
The number of Units for which an application is made and the applicable value should be entered in the
boxes provided.
4. An application for a minor must include the full names and date of birth of the minor, as well as the full names and
address of the adult (Parent or Guardian) making the application on such minor’s behalf.
5. Joint applicants must all sign the Application Form.
6. An application from a corporate body must bear the corporate body’s common seal and be completed
under the hand of a duly authorised official.
7. An application by an illiterate should bear his right thumbprint on the Application Form and be witnessed
by an official of the Receiving Agent at which the application is lodged who must have first explained the
meaning and effect of the Application Form to the illiterate in his own language. Above the thumb print
of the illiterate, the witness must record in writing that he has given this explanation to the illiterate in a
language understandable to him and that the illiterate appeared to have understood same before
affixing his thumb impression.
8. An applicant should not print his signature. If he is unable to sign in the normal manner he should be
treated for the purpose of this Offer as an illiterate and his right thumbprint should be clearly impressed on
the Application Form.
9. Applications in Naira below N10 million should be forwarded together with a bank draft for the full amount
of the purchase price made payable to any of the Receiving Agent listed in this Prospectus. The cheque or
draft must be drawn on a bank in the same town or city in which the Receiving Agent is located and crossed
“CORDROS MONEY MARKET FUND” with the name, address and daytime telephone number of the
applicant written on the back. All bank commissions and transfer charges must be prepaid by the applicant.
All cheques and drafts will be presented upon receipt and all applications in respect of which cheques are
returned unpaid will be rejected and returned through the post at the applicant’s risk.
10. Applications in Naira above N10 million should be transferred via RTGS into either of the Issue Proceeds
Accounts specified on Page 27 of this Prospectus.
11. All foreign currency subscriptions should be credited to any of the correspondent bank accounts specified on
Page 27 of this Prospectus. The applicable Receiving Banks will issue CCIs evidencing such foreign currency
subscriptions. CCIs are required to enable subsequent repatriation, in a freely convertible currency, of the
dividends from or proceeds of any future sale of the Units acquired in this Offer for Subscription.
APPLICATION FORM
CORDROS MONEY MARKET FUND