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Stanbic IBTC Infrastructure Fund

Infrastructure Fund

The Stanbic IBTC Infrastructure Fund (the “Fund”) was established in June 2021, as a ₦100 billion Shelf Programme, registered under the Rules for Infrastructure Funds issued by the Securities and Exchange Commission. The Fund was launched as an alternative investment solution which serves to bridge the gap between the long-term funding needs of promoters of infrastructure projects and the needs of investors with patient capital. The Fund targets Qualified investors including Pension Fund Administrators, Asset Managers, Insurance Companies, Development Finance Institutions and High Net worth Individuals.

 

 

 

Particulars and Objectives

The Stanbic IBTC Infrastructure Fund is an infrastructure fund established in 2021 pursuant to a shelf programme registered in Nigeria under the Rules for Infrastructure Funds issued by the SEC. The Fund is authorised and registered in Nigeria as a Unit Trust Scheme under the ISA. The Fund is Close-Ended, and Units of the Fund is issued to investors periodically in Series or Tranches under the Programme.

The Fund is governed by a Programme Trust Deed with Stanbic IBTC Asset Management Limited as Fund Manager and First Trustees Limited as Trustee. The Units under this Programme are constituted by the Programme Trust Deed.

The assets of the Fund is held by United Bank for Africa Plc (UBA), the appointed Custodian, for the benefit of the Fund and the day-to-day management of the Fund is carried out by the Fund Manager through its Fund Management Team (FMT) which comprises of senior and experienced investment professionals with significant investment expertise and wide-ranging experience in infrastructure financing and investment.

As part of the Fund’s governance structure, the Fund has an Advisory Board and an Investment Committee. The Advisory Board of the Fund comprises of representatives of the Trustees and representatives of the institutional investors. The Advisory Board has oversight of the Fund’s compliance with its investment objective as well as conflict of interest matters. The Investment Committee (IC) of the Fund is responsible for reviewing investment proposals and approving all investments presented by the Fund Management team that meets the IC’s criteria.

OBJECTIVES OF THE FUND

The Fund’s objective is to provide Unitholders with steady streams of income by financing or investing in infrastructure or infrastructure-related projects, companies and SPVs primarily located in Nigeria, and Pan-Africa.

The Fund makes investments using the net proceeds raised in each Series or Tranche with an overall objective of delivering Unitholders with a yield of 2% - 5% above the comparable FGN Bond benchmark as may be provided in the applicable Supplementary Prospectus. As part of fulfilling this objective, the Fund focuses on making investments that offer high degree of protection against identified and envisaged risks that could be a threat to return on invested capital and return on capital committed by the prospective investors.

In addition to investments that provide social and economic value to the overall development of Nigeria and other Pan-African jurisdictions, the Fund targets investments that exhibit, but are not limited to, any of the below features:

  • Backed by project guarantees
  • Credit Enhancement
  • Cash flow stability over the life of the transaction
  • Ability to make semi-annual distributions
Rights of Unitholders
  • The Unitholders shall not have or acquire any right against the Fund Manager or the Trustee in respect of their investments except such rights as are expressly conferred upon them by the Trust Deed or by any law, subsidiary legislation, regulation or any order of court.
  • The Unitholders shall have no interest in the Deposited Property other than the beneficial interest provided for in the Trust Deed and no Unit shall confer any interest or share in any particular part of the Deposited Property of the Fund. The Unitholders shall have no right to call for any partition or division of any portion of the property of the Fund nor shall they be called upon to make additional payments for the purpose of sharing in or assuming any losses of the Fund or suffer any assessment or other payments to the Fund or the Trustee of any kind by virtue of their ownership of Units of the Fund.
  • A Unitholder shall have the right to share the benefits from the Deposited Property proportionate to the number of Units held by him in the Fund.
  • Only persons who have been duly registered as Unitholders shall have the right to be recognized as such.
  • The Fund Manager shall be treated for the purposes of the Trust Deed as the Unitholder of each Unit during such time that neither the Fund Manager nor any other person is registered or entitled to be registered as the Unitholder but nothing herein contained shall prevent the Fund Manager from subscribing to and becoming a registered holder of Units in the Fund.
  • A Unitholder shall have the right to pledge, charge, mortgage, or otherwise offer his Units to secure a debt, a loan or an obligation and in any such case the Unitholder shall notify the Fund Manager, who shall advise the Registrar and the CSD of the pledge, charge, mortgage or obligation.
Income and Tax Considerations

Income generated by the Fund, in the form of interest received on loans disbursed, fees and dividends is distributed semi-annually to the Unitholders, after deducting the operating expenses and applicable withholding tax of the Fund.

Parties of the Fund

Trustee: First Trustees Limited (Previously FBNQuest Trustees Limited)

Custodian: United Bank for Africa Plc

Registrars to the Fund: Coronation Registrars Limited

Risk Profile

The Fund is classified as an alternative asset class. While the Fund Manager has implemented appropriate risk mitigants, the payment of principal and interest is not guaranteed.

  • Particulars and Objectives
  • Rights of Unitholders
  • Income and Tax Considerations
  • Parties of the Fund
  • Risk Profile

The Stanbic IBTC Infrastructure Fund is an infrastructure fund established in 2021 pursuant to a shelf programme registered in Nigeria under the Rules for Infrastructure Funds issued by the SEC. The Fund is authorised and registered in Nigeria as a Unit Trust Scheme under the ISA. The Fund is Close-Ended, and Units of the Fund is issued to investors periodically in Series or Tranches under the Programme.

The Fund is governed by a Programme Trust Deed with Stanbic IBTC Asset Management Limited as Fund Manager and First Trustees Limited as Trustee. The Units under this Programme are constituted by the Programme Trust Deed.

The assets of the Fund is held by United Bank for Africa Plc (UBA), the appointed Custodian, for the benefit of the Fund and the day-to-day management of the Fund is carried out by the Fund Manager through its Fund Management Team (FMT) which comprises of senior and experienced investment professionals with significant investment expertise and wide-ranging experience in infrastructure financing and investment.

As part of the Fund’s governance structure, the Fund has an Advisory Board and an Investment Committee. The Advisory Board of the Fund comprises of representatives of the Trustees and representatives of the institutional investors. The Advisory Board has oversight of the Fund’s compliance with its investment objective as well as conflict of interest matters. The Investment Committee (IC) of the Fund is responsible for reviewing investment proposals and approving all investments presented by the Fund Management team that meets the IC’s criteria.

OBJECTIVES OF THE FUND

The Fund’s objective is to provide Unitholders with steady streams of income by financing or investing in infrastructure or infrastructure-related projects, companies and SPVs primarily located in Nigeria, and Pan-Africa.

The Fund makes investments using the net proceeds raised in each Series or Tranche with an overall objective of delivering Unitholders with a yield of 2% - 5% above the comparable FGN Bond benchmark as may be provided in the applicable Supplementary Prospectus. As part of fulfilling this objective, the Fund focuses on making investments that offer high degree of protection against identified and envisaged risks that could be a threat to return on invested capital and return on capital committed by the prospective investors.

In addition to investments that provide social and economic value to the overall development of Nigeria and other Pan-African jurisdictions, the Fund targets investments that exhibit, but are not limited to, any of the below features:

  • Backed by project guarantees
  • Credit Enhancement
  • Cash flow stability over the life of the transaction
  • Ability to make semi-annual distributions
  • The Unitholders shall not have or acquire any right against the Fund Manager or the Trustee in respect of their investments except such rights as are expressly conferred upon them by the Trust Deed or by any law, subsidiary legislation, regulation or any order of court.
  • The Unitholders shall have no interest in the Deposited Property other than the beneficial interest provided for in the Trust Deed and no Unit shall confer any interest or share in any particular part of the Deposited Property of the Fund. The Unitholders shall have no right to call for any partition or division of any portion of the property of the Fund nor shall they be called upon to make additional payments for the purpose of sharing in or assuming any losses of the Fund or suffer any assessment or other payments to the Fund or the Trustee of any kind by virtue of their ownership of Units of the Fund.
  • A Unitholder shall have the right to share the benefits from the Deposited Property proportionate to the number of Units held by him in the Fund.
  • Only persons who have been duly registered as Unitholders shall have the right to be recognized as such.
  • The Fund Manager shall be treated for the purposes of the Trust Deed as the Unitholder of each Unit during such time that neither the Fund Manager nor any other person is registered or entitled to be registered as the Unitholder but nothing herein contained shall prevent the Fund Manager from subscribing to and becoming a registered holder of Units in the Fund.
  • A Unitholder shall have the right to pledge, charge, mortgage, or otherwise offer his Units to secure a debt, a loan or an obligation and in any such case the Unitholder shall notify the Fund Manager, who shall advise the Registrar and the CSD of the pledge, charge, mortgage or obligation.

Income generated by the Fund, in the form of interest received on loans disbursed, fees and dividends is distributed semi-annually to the Unitholders, after deducting the operating expenses and applicable withholding tax of the Fund.

Trustee: First Trustees Limited (Previously FBNQuest Trustees Limited)

Custodian: United Bank for Africa Plc

Registrars to the Fund: Coronation Registrars Limited

The Fund is classified as an alternative asset class. While the Fund Manager has implemented appropriate risk mitigants, the payment of principal and interest is not guaranteed.