PROPOSED NEW RULES AND REGULATIONS ONBOOK BUILDING

A new Rule 78(C) under Part B1 “Public Offer” is created asfollows:

Rule 78(C) Book Building

1. A public company may offer securities by way of bookbuilding process, but with the prior approval of theCommission.2.

Definitions:

“Book building” shall mean a process of price anddemand discovery by which an issuing house/bookrunner, attempts to determine at what price a publicoffer should be made, based on demand from qualifiedinstitutional and high net worth investors.“Qualified Institutional Investor” shall mean a purchaserof securities that is financially sophisticated and is legallyrecognized by the Commission. The following are recognized as qualified institutionalinvestors:i. Fund Managersii. Pension Fund Administratorsiii. Insurance Companiesiv. Investment/Unit Trustsv. Multilateral and Bilateral Institutionsvi. Registered and/or Verifiable Private Equity (PE)

fundsvii. Registered and/or Verifiable Hedge fundsviii. Market Makersix. Staff Schemes x. Trustees/Custodians xi. Stock broking firmsAny other category as may be recognised by theCommission from time to time.“Staff Schemes” means any scheme set up by an entityfor the purpose of investing in securities on behalf of itsemployees.“High Net Worth Investor” shall mean an individual withnet worth of at least 300 million Naira, excludingautomobile, homes and furniture.“Red Herring” shall mean a preliminary prospectusreleased by an issuing house or book runner of a newissue to qualified institutional/high net worth investor.“Book Runner” shall mean registered issuing house.3. In the book building process, a minimum of 20% of theoffer shall be reserved for retail investors.4. In the event of an under subscription by retail investors,the unsubscribed portion may be taken up by thequalified institutional/high net worth investors. Anyunsubscribed portion thereafter may be taken up by theunderwriters.5. For fixed income securities, a minimum of 10% of theoffer shall be reserved for retail investors.

6. Conditions for approval of offer:i.

The resolution of the company authorizing the bookbuilding process shall be an ordinary resolution asdefined in the Companies and Allied Matters Act,and shall be filed with the Commission.ii.

The option of book building in the issuance of securities shall be available to all public companies.iii.

The issuer shall appoint registered issuing housesas book-runners and their names shall bementioned in the prospectus.iv.

There shall be no more than one lead book runner who shall be primarily responsible for building thebook.v.

The securities available to the public shall beseparately identified as securities for retailinvestors.vi.

The red herring prospectus containing allinformation except the information regarding theprice at which the securities are offered and thevolume of securities, shall be filed with theCommission.vii.

The total size or value of the offer shall be disclosedin the red herring prospectus.viii.

Upon approval by the Commission of the redherring prospectus, it shall be circulated by thebook runner to the qualified institutional/high net