Valency Agro Nigeria Limited

This Programme Memorandum has been prepared in accordance with the guidelines of the Central Bank of Nigeria and
the FMDQ Exchange Commercial Paper Registration and Quotation Rules in force as at the date hereof. The
document is important and should be read carefully. If you are in any doubt about its content or the action to take, kindly consult your Stockbroker, Accountant, Banker, Solicitor or any other professional adviser for guidance immediately. This
RC: 1158788
Programme Memorandum has been seen and approved by the members of the Board of Directors of Valency Agro Nigeria Limited and they individually accept full responsibility for the accuracy of all information given.
VALENCY AGRO NIGERIA LIMITED

(INCORPORATED WITH LIMITED LIABILITY IN THE FEDERAL REPUBLIC OF NIGERIA)
₦20,000,000,000 (TWENTY BILLION NAIRA)

COMMERCIAL PAPER ISSUANCE PROGRAMME
Valency Agro Nigeria Limited (“Valency ” or the “Issuer” or the “Company”), a limited liability company incorporated in Nigeria, established this
N20,000,000,000 (Twenty Billion Naira) Commercial Paper Issuance Programme (the “CP Programme” or “Programme”) on 08 January 2021,
under which Valency may from time to time issue Commercial Paper notes (“CP Notes” or “Notes”), denominated in Nigerian Naira or in
such other currency(ies) as may be agreed between the Issuer and the Dealer and/or the Arrangers (as defined in the section entitled,
“Summary of the Programme”, in separate series or tranches subject to the terms and conditions (“Terms and Conditions”) contained in
this Programme Memorandum (the “Programme Memorandum”).
Each Series or Tranche (as defined herein) will be issued in such amounts, and will have such discounts, period of maturity and other terms
and conditions as set out in the Pricing Supplement (as defined herein) applicable to such series or tranche (the “Applicable Pricing
Supplement”). The maximum aggregate nominal amount of all CP Notes from time to time outstanding under the CP Programme shall not
exceed N20,000,000,000 (Twenty Billion Naira) over a three-year period that this Programme Memorandum, including any amendments
thereto, shall remain valid.
This Programme Memorandum is to be read and construed in conjunction with any supplement hereto and all documents which are
incorporated herein by reference and, in relation to any Series or Tranche (as defined herein), together with the Applicable Pricing
Supplement. This Programme Memorandum shall be read and construed on the basis that such documents are incorporated and form part
of this Programme Memorandum.
This Programme Memorandum, and the Applicable Pricing Supplement and the CP Notes have not been and will not be registered with the
Securities and Exchange Commission, or under the Investment and Securities Act, No. 29 of 2007.
The Notes issued under this Programme will be issued in dematerialised form and may be registered, quoted and traded via the FMDQ
Securities Exchange Limited (“FMDQ Exchange” or the “Exchange”) platform in accordance with the rules, guidelines and such other
regulation with respect to the issuance, registration and quotation of Commercial Papers as may be prescribed by the Central Bank of Nigeria
(“CBN”) and FMDQ Exchange from time to time, or any other recognized trading platform as approved by the CBN. The securities will settle
via any Central Securities Depository recognised by the Securities and Exchange Commission, acting as Registrars and Clearing Agent for the
Notes.
This Programme Memorandum and the Applicable Pricing Supplement shall be the sole concern of the Issuer and the party to whom this
Programme Memorandum and the Applicable Pricing Supplement is delivered (the “Recipient”) and shall not be capable of distribution and
should not be distributed by the Recipient to any other parties nor shall any offer made on behalf of the Issuer to the Recipient be capable
of renunciation and assignment by the Recipient in favour of any other party. In the event of any occurrence of a significant factor, material
mistake, omission or inaccuracy relating to the information included in this Programme Memorandum, the Issuer will prepare a supplement
to this Programme Memorandum or publish a new Programme Memorandum for use in connection with any subsequent issue of CP Notes.
This Programme Memorandum has been prepared in accordance with the Central Bank of Nigeria Guidelines on the Issuance and Treatment
of Bankers Acceptances and Commercial Papers issued on September 11, 2019, the CBN letter to all deposit money banks and discount
houses dated July 12, 2016 on Mandatory Registration and Listing of Commercial Papers (together the “CBN Guidelines”) and the FMDQ
Exchange Commercial Paper Registration and Quotation Rules (the “Rules”) in force as at the date thereof. This document is important and
should be read carefully. If any recipient is in doubt about its content or the actions to be taken, such recipient should kindly consult his/her
banker, stockbroker, accountant, solicitor or any other professional adviser for guidance immediately. This Programme Memorandum has
been seen and approved by the members of the Board of Directors of the Issuer and they individually and jointly accept full responsibility for
the accuracy of all information contained in this document. To the best of their knowledge and belief (having taken all reasonable care to
ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely
to affect the import of such information or make any statement herein misleading or untrue.
Arranger and Dealer

Issuing, Collection and Paying Agent
RC: 264978
This Programme Memorandum is dated 08 January 2021

TABLE OF CONTENTS
GLOSSARY OF DEFINED TERMS 3

IMPORTANT NOTICES 7
INCORPORATION OF DOCUMENTS BY REFERENCE 8
TRANSACTION OVERVIEW 9
SUMMARY OF THE PROGRAMME 10
DESCRIPTION OF THE ISSUER 12
USE OF PROCEEDS 17
TERMS AND CONDITIONS OF THE NOTES 18
TAX CONSIDERATIONS 26
RISK FACTORS 27
SETTLEMENT, CLEARING AND TRANSFER OF NOTES 31
PRO FORMA APPLICABLE PRICING SUPPLEMENT 34
AUDITOR’S COMFORT LETTER 37
HISTORICAL FINANCIAL INFORMATION OF VALENCY AGRO NIGERIA LIMITED 38
EXTRACT FROM THE ISSUER’S RATING REPORT 41
LEGAL OPINION ON THE NOTES 42
GENERAL INFORMATION 43
PARTIES TO THE TRANSACTION 44
Valency Agro Nigeria Limited | Commercial Paper Programme Memorandum 2

GLOSSARY OF DEFINED TERMS
Except where expressed otherwise, the following definitions shall apply throughout this document.
“Agency Agreements” The issuing, paying and collection agency agreement dated 08 January 2021
and entered into between the Issuer and the Issuing, Paying and Collection
Agent (IPCA)
“Applicable Pricing Supplement” The Pricing Supplement applicable to a particular Series or Tranche of Notes
issued under the CP Programme
“Arranger” and/or “Dealer” “ FBNQuest Merchant Bank Limited
“Authorised Participants” Dealing Members of the FMDQ Securities Exchange Limited who are licenced
members authorised to make market in securities admitted to trade on the
FMDQ Exchange platform
“Board” or “Directors” Board of Directors of Valency Agro Nigeria Limited
“Business Day” Any day except Saturdays, Sundays and public holidays declared by the
Federal Government of Nigeria on which banks are open for business in
Nigeria
“CBN” Central Bank of Nigeria
“CBN Guidelines” CBN’s Guidelines on the Issuance and Treatment of Bankers Acceptances and
Commercial Papers, issued on 11th September 2019, and the CBN Circular of
12th July 2016 on Mandatory Registration and Listing of Commercial Paper, as
amended or supplemented from time to time
“Central Securities Depository” or means a specialist financial institution holding commercial papers either in
“CSD” certificated or uncertificated (dematerialised) forms so that ownership can be
easily transferred through a book entry rather than the transfer of physical
certificates
“CSCS” Central Securities Clearing System PLC
“CITA” Companies Income Tax Act Cap C21, LFN 2004 (as amended by the Companies
Income Tax Act No 11 of 2007)
“Collection and Paying Agent” or FBNQuest Merchant Bank Limited or a deposit money bank appointed by the
“CPA” Issuer to perform the functions of collecting and paying funds from/to
investors on behalf of the Issuer
“Commercial Paper”, “CP”, “CP The Commercial Paper issued by the Issuer under the CP Programme from
Notes” or “Notes” time to time pursuant to the Programme Memorandum and any Applicable
Pricing Supplement as promissory notes and held in a dematerialised form by
the Noteholders through the CSD.
“Conditions” or “Terms and Terms and conditions, in accordance with which the Notes will be issued, set
Conditions” out in the section of this Programme Memorandum headed “Terms and
Conditions of the Notes”
“Court” Federal High Court of Nigeria
“CP Programme” or “Programme” The CP Programme described in this Programme Memorandum pursuant to
which the Issuer may issue several separate Series or Tranches of Notes from
time to time with varying maturities and discount rates provided, however,
that the aggregate Face Value of Notes in issue does not exceed
N20,000,000,000 (Twenty Billion Naira)
“CSD Rules” The rules and operating procedures for the time being of the relevant CSD
“Day Count Fraction” The method of calculating the discount in respect of a Note as specified in the
Applicable Pricing Supplement
“Dealer Agreement”” The Dealer Agreement dated 08 January 2021and entered into between the
Issuer and the Dealer

“Dealers” FBNQuest Merchant Bank Limited and any other additional Dealer appointed
under the Programme from time to time, which appointment may be for a
specific issue or on an ongoing basis, subject to the Issuer’s right to terminate
the appointment of any Dealer
”Dealing Member” An FMDQ Exchange-licensed member authorised to make market in securities
admitted to trade on the FMDQ platform
“Deed of Covenant” The Deed of Covenant dated 08 January 2021 which shall take effect as a deed
poll by the Issuer for the benefit of the holders of the Notes
“Event of Default” Means an event of default by the Issuer as set out in Condition 6 of the “Terms
and Conditions of the Notes”
“Eligible Investor” or “EI” An investor that is not a QII as defined in FMDQ Exchange Rules, that has
executed a declaration attesting to his/her/its eligibility in the manner
prescribed in the FMDQ Exchange Rules.
“Face Value” The par value of the Notes
"FGN" Federal Government of Nigeria
"FIRS" Federal Inland Revenue Service

“FMDQ Depository” or “FMDQD” FMDQ Depository Limited
“FMDQ Exchange” means FMDQ Securities Exchange Limited, a securities exchange and self-
regulatory organisation licenced by the Securities and Exchange Commission
to provide a platform for, amongst others, listing, quotation, registration and
trading of debt securities
“FMDQ Exchange Rules” The Commercial Paper Registration and Quotation Rules of FMDQ Exchange
dated July 2020 (as may be amended from time to time) and includes rules,
guidelines, membership agreements, market bulletins and such other
regulations with respect to the issuance, registration and quotation of
commercial papers as may be prescribed by FMDQ Exchange from time to
time
“Force Majeure” Means any event or circumstance (or combination of events or circumstances)
that is beyond the control of the Issuer which materially and adversely affects
its ability to perform its obligations as stated in the Conditions, which could
not have been reasonably foreseen, including without limitation, nationwide
strikes, protests, curfews, national emergency, riot, insurrection, war,
embargo, legislation, acts of God, acts of terrorism, epidemics, pandemics,
outbreak of diseases and industrial unrest
“Government” Any federal, state or local government of the Federal Republic of Nigeria
“Implied Yield” The yield accruing on the Issue Price of a Note, as specified in the Applicable
Pricing Supplement
“Issue Date” The date upon which the relevant Series/Tranche of the Notes is issued as
specified in the Applicable Pricing Supplement
“Issue Price” The price at which the relevant Series/Tranche of the Notes is issued, as
specified in the Applicable Pricing Supplement
"LFN" Laws of the Federation of Nigeria
"Maturity Date" The date as specified in each Applicable Pricing Supplement on which the
Principal Amount is due. The maturity date of all outstanding CPs shall also
not exceed the validity period of the applicable Issuer/CP Programme rating
designated at the commencement of the registration of the CP Programme
“Material Adverse Change” Means a material adverse effect on the ability of the Issuer to perform and
comply with its payment obligations under the CP Programme
"Naira", "NGN" or "N" The Nigerian Naira
“NIBOR” The Nigerian Inter-bank Offered Rate

“Noteholders” Mean the several persons for the time being, whose names are shown in the
records of the CSD and/or entered in the Register of Noteholders as holders
of the Notes and shall include the legal and personal representatives or
successors of the Noteholders and those entered as joint Noteholders
“Outstanding” means, in relation to the Notes, all the Notes issued, other than:
(i) those Notes which have been redeemed pursuant to these
Conditions
(ii) those Notes in respect of which the date (including, where
applicable, any deferred date) for its redemption in accordance with
the relevant conditions has occurred and the redemption moneys
have been duly paid in accordance with the provisions of the Agency
Agreement and
(iii) those Notes which have become void under the provisions of the
Agreement
“Payment Account” The account held with the Collection and Paying Agent into which the Issuer
will pay monies due and payable on the Maturity Date in respect of the Notes
and from which payments due on the Notes shall be paid as and when due to
the Noteholders.
“PITA” Personal Income Tax Act Cap P8, LFN 2004 (as amended by the Personal
Income Tax (Amendment) Act No 20 of 2011)
“Principal Amount” The nominal amount of each Note, as specified in the Applicable Pricing
Supplement
“Programme” The N20,000,000,000 (Twenty Billion Naira) CP programme established by the
Issuer which allows for the multiple issuance of Notes from time to time
“Programme Memorandum” This information memorandum dated 08 January 2021 which sets out the
aggregate size and broad terms and conditions of the CP Programme
“Redemption Amount” The amount specified in the Applicable Pricing Supplement as the amount
payable in respect of each Note on the Redemption Date
“Redemption Date” Means in relation to any Tranche, the date on which redemption monies are
due and payable in respect of the Notes as specified in these Conditions and
the Applicable Pricing Supplement
"Register" A register or such registers as shall be maintained by the Registrar in which
are recorded details of Note holders
“Registrar” The Central Securities Depository or such other registrar as may be appointed
by the Issuer in respect of the Notes issued under the Programme
“Relevant Currency” The currency in which payments in respect of the Notes of the relevant
Tranche or Series are to be made as indicated in the Applicable Pricing
Supplement
“Relevant Date” The payment date of any obligation due on the Notes
“Relevant Last Date” The date stipulated by CSD and specified in the Applicable Pricing Supplement,
after which transfer of the Notes will not be registered
“SEC” The Securities and Exchange Commission
“Series” A Tranche of Notes together with any further Tranche or Tranches of Notes
which are (i) expressed to be consolidated and form a single series and (ii) are
identical in all respects except for their respective Issue Dates, and/or Issue
Prices
“Special Resolution” A resolution passed by at least three-fourths (3/4) majority of the total
number of Noteholders at any point in time
“The NSE” The Nigerian Stock Exchange
“Tranche” Notes which are identical in all respects
“Unique Identifier” A code specifically designated/assigned to identify a CP

“Valency” “Issuer”, or the Valency Agro Nigeria Limited

“Company”
“Zero Coupon Note” A Note which will be offered and sold at a discount to its Face Value and which
will not bear interest, other than in the case of overdue payment

IMPORTANT NOTICES
This Programme Memorandum contains information provided by the Issuer in connection with the CP Programme
under which the Issuer may issue and have outstanding at any time Notes up to a maximum aggregate amount of
N20,000,000,000 (Twenty Billion Naira). The Notes shall be issued subject to the Terms and Conditions contained in
this Programme Memorandum.
The Issuer shall not require the consent of the Noteholders for the issue of Notes under the Programme.
The Issuer accepts responsibility for the information contained in this Programme Memorandum. To the best of the
knowledge and belief of the Issuer (who has taken all reasonable care to ensure that such is the case) the information
contained or incorporated in this Programme Memorandum is correct and does not omit any material fact that is
likely to affect the import of such information.
The Issuer, having made all reasonable enquiries, confirms that this Programme Memorandum contains or
incorporates all information which is reasonably material in the context of the CP Programme and the offering of
the Notes, that the information contained in this Programme Memorandum and the Applicable Pricing Supplement
is true and accurate in all material respects and is not misleading and that there are no other facts the omission of
which would make this document or any of such information misleading in any material respect.
No person has been authorised by the Issuer to give any information or to make any representation not contained
or not consistent with this Programme Memorandum or any information supplied in connection with the CP
Programme and if given or made, such information or representation must not be relied upon as having been
authorised by the Issuer.
Neither this Programme Memorandum nor any other information supplied in connection with the CP Programme is
intended to provide a basis for any credit or other evaluation, or should be considered as a recommendation or the
rendering of investment advice by the Issuer, the Dealers, or the Arrangers that any recipient of this Programme
Memorandum should purchase any Notes.
No representation, warranty or undertaking, express or implied is made and no responsibility is accepted by the
Arrangers, the Dealers, or other professional advisers as to the accuracy or completeness of the information
contained in this Programme Memorandum or any other information provided by the Issuer. The Arrangers, the
Dealers and other professional advisers do not accept any liability in relation to the information contained in this
Programme Memorandum or any other information provided by the Issuer in connection with the Programme.
SPECIFICALLY, FMDQ SECURITIES EXCHANGE LIMITED TAKES NO RESPONSIBILITY FOR THE

CONTENTS OF THIS PROGRAMME MEMORANDUM, NOR ANY OTHER INFORMATION SUPPLIED
IN CONNECTION WITH THE CP PROGRAMME, AND MAKES NO REPRESENTATION AS TO ITS
ACCURACY OR COMPLETENESS AND EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR
ANY LOSS HOWSOEVER ARISING FROM OR IN RELIANCE UPON THE WHOLE OR ANY PART OF
THE CONTENTS OF THIS PROGRAMME MEMORANDUM.
Each person contemplating purchasing any Commercial Paper should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the credit worthiness, of the Issuer. Neither this Programme
Memorandum nor any other information supplied in connection with the CP Programme constitutes an offer or
invitation by or on behalf of the Issuer to any person to subscribe for or to purchase any Notes.
The delivery of this Programme Memorandum does not at any time imply that the information contained herein
concerning the Issuer is correct at any time subsequent to the date hereof. Investors should review, among other
things, the most recent audited annual financial statements of the Issuer prior to taking any investment decision.

INCORPORATION OF DOCUMENTS BY REFERENCE
This Programme Memorandum should be read and construed in conjunction with:
1. Each Applicable Pricing Supplement relating to any Series or Tranche of Notes issued under the Programme;
and
2. The audited annual financial statements of the Issuer for the financial years prior to each issue of Notes
under this Programme;
which shall be deemed to be incorporated into, and to form part of, this Programme Memorandum and which shall
be deemed to modify and supersede the contents of this Programme Memorandum as appropriate.
The audited financial statements and documents incorporated by reference shall be at the specified offices of the
Issuer or Arrangers, unless such documents have been modified or superseded (and which documents may at the
Issuer’s option be provided electronically). Requests for such documents shall be directed to the Issuer or Arrangers
at their specified offices as set out in this Programme Memorandum.

TRANSACTION OVERVIEW
The information contained in this section is a summary of certain aspects of the Programme and the principal
features of the Commercial Papers; and the related Programme Documents. This summary does not contain all
of the information that you should consider before investing in any particular Series of Commercial Papers under
this Programme nor does it purport to be complete. Therefore, it should be read in conjunction with, and is
qualified in its entirety by reference to, the detailed information presented in the remainder of this Programme
Memorandum and to the detailed provisions of each of the Programme Documents and the applicable Pricing
Supplement. Investors should read the entire Programme Memorandum carefully, especially the risks involved in
investing in any particular Series of Commercial Papers under this Programme which are discussed under “Risk
Factors”:
Issuance of Commercial Papers

The Issuer will issue Commercial Papers from time to time which at any point in time the amount in issue and
outstanding will not exceed the maximum amount of N20,000,000,000 (Twenty Billion Naira) under the
Commercial Paper Issuance Programme.
Subject to provisions of the applicable Pricing Supplement on the use of Proceeds under each Series of the
Commercial Papers, the proceeds of the Commercial Papers will be used to support Valency’s short-term
financing requirements.
A summary of the documentation governing the Commercial Papers to be issued under the Programme are
listed below:
1. This Programme Memorandum outlining material information on the Issuer;

2. The Pricing Supplements outlining material information on the Issuer; as well as the final pricing
terms relating to each Series of Commercial Papers;
3. The Deed of Covenant to provide for the framework and general terms and conditions of the
Commercial Papers to be issued under each Series;
4. Any other supplemental document designated to apply to the Commercial Papers.
Limited Recourse Obligations
Each issuance by Valency under a Series will be separate and distinct from any other issuance under another
Series under the Programme. Investors in a particular Series or Tranche will not have recourse to amounts
raised or payments made in respect of any other Series or Tranche under the Programme.
No other Investor in the Commercial Papers issued by the Issuer under any other Series under the
Programme or any other programme established by the Issuer, shall have any right, interest or recourse to
such Commercial Papers.

SUMMARY OF THE PROGRAMME

This summary information should be read in conjunction with the full text of this Programme Memorandum, from where it is
derived. The information below is a brief summary of the key features and summarized terms and conditions of the proposed
CP Programme:
TERMS DESCRIPTION
Issuer: Valency Agro Nigeria Limited
Arranger and Dealer
(Issuing, Collection FBNQuest Merchant Bank Limited
and Paying Agent):
Auditors: Grant Thornton Nigeria
Currency of Issue: Nigerian Naira
Interest rate equivalent to the daily overnight NIBOR + 5% per annum or issue rate
Default Rate:
+ 5% per annum (whichever is higher)
The Notes issued under the Programme and all related contractual documentation
Governing Law:
will be governed by, and construed in accordance with Nigerian law
Notes shall be issued at a discount and in the form of zero-coupon notes. Thus, the
Interest Payments:
Notes will not bear interest, other than in the case of late payment
The Notes will be issued in Series or Tranches, and each Series may comprise one
or more Tranches issued on different dates. The Notes in each Series, each a
Issuance in Series: Tranche, will have the same maturity date and identical terms (except that the Issue
Dates and Issue Price may be different). Details applicable to each Series or Tranche
will be specified in the Applicable Pricing Supplement
The price at which the relevant Series/Tranche of the Notes is issued, as specified
Issue Price:
in the Applicable Pricing Supplement
As specified in the Applicable Pricing Supplement up to a maximum value of N
5,000,000,000.00(Five Billion Naira). The minimum size of CP Issuances under the
Issue Size:
Programme shall be ₦100,000,000.00 (One Hundred Million Naira) and in multiples
of ₦50,000,000.00 (Fifty Million Naira) thereafter
The commercial paper issuance programme established by the Issuer, on its behalf,
Programme: which allows for the multiple issuance of Notes from time to time under a
standardized documentation framework
Programme Size: N20,000,000,000 (Twenty Billion Naira)
The Issuer will quote each Series or Tranche of Notes on the FMDQ Exchange
Platform or any other recognized trading platform. All secondary market trading of
Quotation:
the Notes shall be done in accordance with the rules in relation to the quotation of
any Series or Tranche of Notes quoted or listed on the relevant trading platform
Redemption: As stated in the Applicable Pricing Supplement, subject to the CBN Guidelines
Registrars/Custodian: Central Securities Clearing System Plc or FMDQ Depository Limited
Purchases will be settled via direct debit, electronic funds transfers, NIBBS Instant
Settlement
Payment (NIP), NIBBS Electronic Funds Transfer (“NEFT”) or Real Time Gross
Procedures:
Settlement (“RTGS”)
Solicitors: Advocaat Law Practice
The repayment of all obligations under the CP issuance will be funded from the cash
Source of Repayment
flows of the Issuer
Each Note constitutes a senior obligation of the Issuer. The Notes rank pari passu
among themselves, and save for certain debts mandatorily preferred by law, with
Status of Notes:
other present and future senior secured obligations of the Issuer outstanding from
time to time
The Notes issued under the Programme will be zero-coupon notes and as such, will
Taxation:
be offered and sold at a discount to Face Value. The discount on the Notes may be

taxed in accordance with applicable Nigerian tax laws. Please refer to the “Tax
Consideration” section for further information.
As specified in the Applicable Pricing Supplement, subject to a minimum tenor of
Tenor:
15 days and a maximum of 270 days, including roll-over from the date of issue
Unless otherwise stated in the applicable Pricing Supplement, the net proceeds
Use of Proceeds: from each issue of the CPs will be applied by the Issuer for its short-term financing
requirements

DESCRIPTION OF THE ISSUER
The Information in this section has been extracted from documents and publications available and released by the
Issuer. Neither the Issuer nor its advisers are able to ascertain if facts have been omitted that would render the
reproduced information inaccurate or misleading.
Introduction
Valency Agro Nigeria Limited, previously known as Valency Cashew Processing Nigeria Limited and with registration
number 1158788, was incorporated in Nigeria on 11 December 2013 as a private limited liability company. The
Issuer’s corporate office is located along Unity Estate Road, Off Lagos-Ibadan Expressway, Ibafo, Ogun State, Nigeria.
Valency has an authorised share capital of 10,000,000 ordinary shares of ₦1.00 each. Its principal activities include
processing of raw cashew nuts and general wholesale and retail trade (including general imports and exports).
The company was established as a commodity trading company in 2007 with headquarters in Singapore. It has
become a prominent integrated supply chain manager across Africa and Asia. Through an already established
extensive global reach, the company has developed excellent sourcing networks directly with farm gate suppliers
and manufacturing processors while also nurturing strong local and international relationships worldwide. Valency
has also expanded its presence across the value chain with operations in logistics, warehousing and through its own
processing facilities.
Number of shares1 %
Shareholders (31 April 2020) held Shareholding
Valency International Trading Pte Ltd. 9,900,000 99.00
Praveen Kumar Jain 100,000 1.00
10,000,000.00 100
1. The Shares Outstanding of Valency was recently increased to 100million units, however, these additional shares have not been
allotted.
Overview of Valency’s Products and Services
Origination and Trading Processing Branded Retail & B2B

Distribution
Agriculture Fertilizer Industrial Agriculture Industrial
Raw Cashew Nuts Steel Cashew Processing Corrugated Fertilizer

Urea Roofing
Sheets
DAP Cashew Kernel
Grains-Wheat,
Maize
MOP Chemicals
Sugar and Cocoa
Sesame and Agro-chemical
Rice soybean cleaning
NPK
Pulses
Soybean and
Sesame

Key Highlights
1. Origination & Distribution Network
As part of its core competency Valency possesses a deep network of origination and distribution hubs. Origination
centres are used to purchase commodities close to the farm gate and Distribution centres provide an excellent route
to market infrastructure for consumer products and/or agro inputs.
2. Manufacturing and Processing Infrastructure
Valency has a deep manufacturing and processing presence and takes pride in the ownership of the largest cashew
processing plant in Ogun State, Nigeria. The Issuer has raw cashew procurement and drying centres in Lagos, Ogun,
Ogbomosho, Kano, Anyigba and Ankpa. It also has sesame cleaning facilities in Kano, Lagos and the Middle Belt, as
well as cocoa drying machines in its centre at Ogun state.
3. Strong brands
With the right strategy, Valency has created a strong brand image for the company and its products distributed in
various markets. The Issuer has put strict and consistently outperforming quality management system in place to
ensure good experience for customers each time they buy Valency’s products or carry out other business
transactions with Valency.
4. Sustainability
Valency follows a sustainable business model which views its stakeholders such as the farmers and communities
within which it operates as partners. The Issuer is also deeply involved in the communities in which it operates
through Corporate Social Responsibility (CSR) initiatives such as health benefits, education support and farmer
trainings. Valency uses environmentally friendly processing technology for the extraction of cashew nut shell liquid
and cashew shell waste which is used to generate fuel.
Agro Processing & Distribution Network

Northern
Region
Middle
Belt
Southern
Region
Profiles of Board of Directors of Valency
Valency’s current Board members compose of highly qualified and experienced professionals from diverse fields.
The Issuer’s board brings a depth of international and domestic experience in business development and agro
business.
Profiles of the current Board members are highlighted below:
S/N Name Position Institution

Valency International Pte Limited,
1 Basba Nand Balodi Senior Executive Director
Singapore
2 Sunil Dhanuka Country Head Valency Agro Nigeria limited
3 PL Ramesh Director Valency Agro Nigeria limited
Basba Nand Balodi
Mr. Basba is a Senior Executive Director at Valency Group whose length of experience in Valency Group spans
thirteen (13) years. Mr. Basba has a Bachelor of Commerce and he has an industry experience of over 34 years. He
was previously the Commercial Manager at Swiss Singapore Overseas Enterprises Pte Ltd.
Sunil Dhanuka
Mr. Sunil is the Country Head of Valency Agro Nigeria Limited. He has garnered over twenty-seven (27) years’
experience in the industry. Prior to joining Valency, Mr. Sunil worked at Tower Aluminium Nig. PLC, United Global
Resources Ltd and Triton Aqua Africa Ltd. Mr. Sunil has a Bachelor of Commerce, ACA and CWA.

PL Ramesh
Mr. Ramesh is Executive Director at Valency Agro Nigeria Limited. He has been in the industry for over twenty-seven
(27) years. He has worked in African Agro Commodities Limited as the Finance and Accounts Head. He has a Bachelor
of Commerce.
Profile of Management Team of Valency
The Management of Valency comprises of eight (8) individuals who bring the wealth of their respective experiences
to bear on the Company’s operations.
Their profiles are as follows:
S/N Name Position

1 Sunil Dhanuka Country Head
2 Parshuram Patel Group Quality Head
3 Arvind Tiwari Group Cashew processing head
4 Shyam Holani Finance Head
5 DK Verma Business Head, Imports, Agrochemicals and FMCG
6 Pradip Tiwari Procurement Head
7 Neeraj Dhall Supply Chain Head
8 Deepak Lamba Factory Manager
Sunil Dhanuka – Country Head
Mr. Sunil is the Country Head of Valency Agro Nigeria Limited. He has garnered over twenty seven (27) years’
experience in the industry. Prior to joining Valency, Mr. Sunil worked at Tower Aluminium Nig. PLC, United Global
Resources Ltd and Triton Aqua Africa Ltd. Mr. Sunil has a Bachelor of Commerce, ACA and CWA.
Parshuram Patel - Group Quality Head
Mr. Patel is the Group Quality Head of Valency Agro Nigeria Limited. He recently joined the Company and has
industry experience of over 18 years. Before he joined Valency Group, Mr. Patel has performed roles in consulting,
manufacturing, food safety and quality in the world leading food companies like TGI group (Wacot & Chi LTD), IFFCO
Dubai, General Mills India, Reliance Retail Ltd, ITC LTD and Bisleri International Ltd. His educational qualification
includes a Bachelor of Technology and a Master of Technology.
Arvind Tiwari - Group Cashew Processing Head
Mr. Arvind is the Group Cashew Processing Head and a highly experienced professional with strong technical and
production skills. He has worked with Valency for over a year and has over 10 years’ experience in the industry. Mr.
Arvind’s experience spans across roles in consulting, manufacturing, food safety and quality in world leading food
companies like TGI group (Wacot & Chi Ltd.), IFFCO Dubai, General Mills India, Reliance Retail Ltd, ITC
LTD, and Bisleri International Ltd. He holds a Bachelor of Technology from HBTI Kanpur.
Shyam Holani – Finance Head
Mr. Shyam is the Finance Head of Valency Agro Nigeria Limited and his experience in the industry spans a twelve
(12)-year period. Prior to joining Valency, he was Accounts & Finance Head in Construction, Plastic Manufacturing

and Trading in India, Dubai and Nigeria. Mr. Shyam is a Chartered Accountant, a Certified Company Secretary as well
as a Bachelor of Commerce.
DK Verma – Business Head, Imports, Agrochemicals and FMCG
Mr. Verma is the Business Head of Imports, Agrochemicals and FMCG with over sixteen (16) years’ experience in the
Industry. Before he joined Valency, Mr. Verma worked at Wacot Limited (TGI Group) Rallis India Limited and
Nagarjuna Agro Chemical Limited. He has a Master of Business Administration (MBA).
Pradip Tiwari - Procurement Head
Mr. Pradip is the Procurement head and he has worked with Valency for over twelve (12) years. He has gathered
over seven (7) years of experience in the Industry and worked with AST Enterprise Incorporation before joining
Valency. His educational qualifications include MBA Finance and International Marketing.
Neeraj Dhall – Supply Chain Head
Mr. Neeraj is the head of Supply Chain with over two years’ experience in Valency. He has garnered about seventeen
(17) years’ experience in the industry, having previously worked with Godrej & Olam Supply Chain
Management/Sales. Mr. Neeraj has a Post Graduate Diploma in Business Analytics and is a Mechanical Engineer.
Deepak Lamba - Factory Manager
Mr. Deepak is the Factory Manager and he has worked at Valency for over two years. Prior to joining Valency, he
worked with Olam Agro India Ltd, Stallion Group Nigeria, African Milling Company and Wacot Limited. His
educational qualification includes Engineering Electronics & Instrumentation.
Organisational Structure
Valency’s business is divided into three dimensional organizational matrix: Business Heads, Country Heads and
Function Heads. The Business Heads are global product strategists, allocators of assets and resources as well as cross
border co-ordinators. The Country Heads are strategic contributors and implementers, they are also sensors and
builders. The third category, the Function Heads, are the catalysts for worldwide innovation and learning. They
identify and transfer best practices as well as champion knowledge transfer among employees.

Valency’s Organisation, Management & Staff – Global Matrix
No Material Adverse Change
Since the date of the Issuer's incorporation, there has been no material adverse change, or any development
reasonably likely to involve any material adverse change, in the condition (financial or otherwise) of the Issuer.
Litigation
The Issuer is not and has not been since its incorporation engaged in any litigation or arbitration proceedings which
may have or have had during such period a significant effect on its respective financial position and, as far as the
Issuer is aware, no such litigation or arbitration proceedings are pending or threatened.
USE OF PROCEEDS
Unless otherwise stated in the applicable Pricing Supplement, the net proceeds from each issue of the CPs will be
advanced by the Issuer to finance its working capital requirements and there shall be no diversion of the proceeds
to another business or entity.

TERMS AND CONDITIONS OF THE NOTES
The following are the Terms and Conditions of the Notes to be issued by the Issuer under the Programme. The
provisions of the applicable Pricing Supplement to be issued in respect of any Note are incorporated by reference
herein and will supplement these Terms and Conditions for the purposes of that Note. The applicable Pricing
Supplement in relation to any series of Notes may specify other terms and conditions which shall, to the extent
so specified or to the extent inconsistent with the Terms and Conditions contained herein, replace or modify the
following Terms and Conditions for the purpose of such series of Notes.
1. Issuance of Notes
The Issuer may from time to time, subject to these Terms and Conditions, issue Notes in one or more
Series on a continuous basis under the Programme in an aggregate principal amount not exceeding the
Programme Limit. Any Series of Notes issued under the Programme shall be constituted by, be subject
to, and benefit from, the Deed of Covenant.
2. Form, Denomination and Title

2.1 Form and Denomination
2.1.1 Unless otherwise specified in any Applicable Pricing Supplement, the Notes shall be
registered electronically, serially numbered and denominated in a minimum amount
of N
= 5,000,000 and integral multiples of N
= 1,000 in excess thereof; and will be sold at
such discount from their face value amounts as shall be agreed upon by the Issuing
and Placing Agent and the Issuer; and shall have a maturity not exceeding 270 (two
hundred and seventy) days, including the roll over from the Issue Date.
2.1.2 The Notes issued under this Programme will be denominated in Naira.
2.1.3 The Notes issued will be in the form of short-term Zero Coupon Notes and will not
bear interest, other than in the case of late payment.
2.1.4 The Notes will be delivered to the Issuing and Placing Agent in dematerialised
(uncertificated, book entry) form; shall be registered by the Issuing, and Placing Agent
with the CSD, which shall serve as the custodian and central depository of the Notes;
and the Issuing and Placing Agent may deal in the Notes in accordance with the CSD
procedures and guidelines.
2.2 Title
2.2.1 The title to the Notes will pass upon credit to the CSD account of the Noteholder.
2.2.2 Transfer of title to the Notes shall be effected in accordance with the rules governing
transfer of title in securities held by the CSD.
2.2.3 The Issuer and the Agent may, save where there is a manifest error, deem and treat
the registered holder of any Note as indicated in the records of the CSD and the
Registrar as the legal and beneficial owner thereof for all purposes, including but not
limited to the payment of outstanding obligations in respect of the Notes, and no
liability shall attach to any person for such a determination.

3. Status of the Notes
The Notes shall constitute a direct, unconditional and unsubordinated obligation of the Issuer and the
Notes shall rank pari passu among themselves and, save for certain debt obligations mandatorily
preferred by law, pari passu with all other present and future secured and unsubordinated obligations
of the Issuer outstanding from time to time.
4. Redemption
Subject to Condition 6, the Notes are only redeemable at maturity and will be redeemed at the Face
Value specified in the Applicable Pricing Supplement in accordance with the provisions of Condition 5
below.
5. Payments
The Face Value of the Notes will be paid to the Noteholders whose names are reflected in the Register
as at the close of business on the applicable Maturity Date(s). The registered Noteholder shall be the
only person entitled to receive payments in respect of a Note and the Issuer will be discharged from any
further obligations or liability upon payment to, or to the order of, the registered Holder in respect of
each amount so paid.
5.1 Method of Payments
5.1.1 Payment of the outstanding obligation in respect of the Notes will be made by
electronic funds transfer, in Naira, to the account of the Noteholder specified in the
Register.
5.1.2 All monies payable in respect of the Notes shall be paid to or to the order of the
Noteholders by the Agent. Noteholders shall not be required to present and/or
surrender any documents of title to the Agent.
5.1.3 In the case of joint Noteholders, payment by electronic transfers or cheque will be
made or addressed to, as the case may be, the account of the Noteholder first named
in the Register. Payment by electronic transfer to the Noteholder first named in the
Register shall discharge the Issuer of its relevant payment obligations under the Notes
to such joint Noteholders.
5.1.4 In the case of Notes held by a nominee, the nominee shall be paid as the registered
Noteholder.
5.1.5 Neither the Issuer nor its agents shall be responsible for any loss in transmission of
funds paid in respect of each Note.
5.1.6 If the Issuer or the Agent is prevented or restricted directly or indirectly from making
any payment by electronic funds transfer (whether by reason of strike, protest,
curfew, lockout, fire explosion, floods, riot, insurrection, war, accident, any act of
God, embargo, legislation, shortage of or breakdown in facilities, civil commotion,
Government interference or control or any other cause or contingency beyond the
control of the Issuer), the Issuer or the Agent shall make such payment by cheque (or

by such number of cheques as may be required in accordance with applicable banking
law and practice) and the Issuer and the Agent shall not be responsible for any delay
arising from making such payment by cheque. Such payments by cheque shall be sent
by post through a reputable and registered courier operator to the address of the
Noteholder as set out in the Register as soon as practicable to ensure payment is
received as close to the Maturity Date as possible.
5.1.7 Cheques may be posted by registered mail, provided that neither the Issuer nor the
Agent shall be responsible for any loss in transmission and the postal authority shall
be deemed to be the agent of the Noteholders for the purposes of all cheques posted
in terms of this condition.
5.2 Payment Day
Any payment in respect of the Notes shall be made on a Business Day. Where the day on or by
which a payment of any amount in respect of the Notes is due to be made is not a Business
Day, that payment shall be made on or by the next succeeding Business Day, unless that next
succeeding Business Day falls in a different calendar month, in which case that payment shall
be made or that event shall occur on or by the immediately preceding Business Day. The
Noteholder shall not be entitled to any interest, return or other payment in respect of any
delay in payment.
5.3 Closed Periods
No Noteholder may require the transfer of the Notes (i) during the period of 5 (five) days
ending on the due date for redemption in respect of that Note; or (ii) following the issuance of
a default notice to the Issuer pursuant to Condition 6.2 (Action upon Event of Default).
6. Event of Default
6.1 Event of Default
An event of default in relation to the Notes (each an “Event of Default”) shall arise if any one
or more of the following events shall have occurred and be continuing:
6.1.1 Non-Payment: default by the Issuer in the payment of the Redemption Amount to the
Noteholders in respect of the Notes on the Maturity Date and the continuance of such default.
6.1.2 Breach of Other Obligations: the Issuer does not perform or comply with any one or more of
its other obligations under the Offer Documents which default will affect the capacity of the
Issuer to meet its payment obligations and which default has not been remedied for a period
of 10 days, after the date on which written notice of such default requiring the Issuer to
remedy the same shall have been given to the Issuer by the Issuing, Collection and Paying
Agent (except where such default is not capable of being remedied, in which case no such
notice as is mentioned above will be required).
6.1.3 Enforcement Proceedings: a distress, attachment, execution or other legal process is levied
on, or enforced against the whole or a material part of the property, assets or revenues of the

Issuer, where the value of such property, assets or revenues is in excess of NGN2.5billion
(Naira) and such distress, attachment, execution or other legal process is not discharged or
stayed within 30 (thirty) days of service by the relevant officer of the court of such
attachment, execution or other legal process, or if there is an encumbrance or a Receiver is
appointed over any material assets of the Issuer and such event is materially prejudicial to the
interests of the Noteholders. PROVIDED THAT the Issuer has filed good faith legal proceedings
in the relevant court for application for dismissal within 10 Business Days of becoming aware
of the order or action.
6.1.4 Seizure/Compulsory Acquisition of Assets: if any step is taken by any person with a view to the
seizure, compulsory acquisition, expropriation or nationalisation of all or a material part of
the assets of the Issuer.
6.1.5 Inability to Pay Debts: the Issuer stops or suspends payment of a substantial part of its debts
due to financial difficulties.
6.1.6 Insolvency: The appointment of a liquidator (other than in respect of a solvent liquidation or
reorganization), receiver, manager or other similar officer in respect of the Issuer and any of
its assets.
6.1.7 Obligations Unenforceable: any of the Notes or the Offer Documents is or becomes wholly or
partly void, voidable or unenforceable.
6.2 Action upon Event of Default

6.2.1 Upon the occurrence of an Event of Default and such Event of Default is continuing,
any Noteholder may by written notice to the Issuer at its specified office(s), effective
upon the date of receipt thereof by the Issuer, declare the Notes held by that
Noteholder to be forthwith due and payable, provided that no such action shall be
taken if it is as a result of a Force Majeure Event or if the Issuer withholds or refuses
to make any payment in order to comply with any law or regulation of Nigeria or to
comply with any order of a court of competent jurisdiction.
6.2.2 Upon the occurrence of an Event of Default which results in the inability of the Issuer
to make a payment on the Maturity Date, the Issuer shall pay the Noteholders
interest at the Default Rate until the debt obligations to the Noteholders have been
settled in full.
6.2.3 In addition, each Noteholder shall have the right to exercise all other remedies
available to it/him/her under the laws of the Federal Republic of Nigeria.
7. Register
7.1 The Register shall be maintained by the Registrar. The Register shall reflect each Tranche and
Series of Notes; the number of Notes issued and shall contain the name, address, and bank
account details of the registered Noteholders. The Register shall set out the aggregate
Principal Amount of the Notes issued to such Noteholder and the date of issue.
7.2 Statements issued by the CSD as to the aggregate number of Notes standing to the CSD
account of any person shall be conclusive and binding for all purposes save in the case of

manifest error and such person shall be treated by the Issuer and the Agent as the legal and
beneficial owner of such aggregate number of Notes for all purposes.
7.3 The Register shall be open for inspection from 9.00am to 5.00pm during the normal business
hours of the Agent to any Noteholder or any person authorised in writing by the Noteholder.
7.4 The Agent shall alter the Register in respect of any change of name, address or bank account
details of any of the registered Noteholders of which it is notified in accordance with these
Terms and Conditions.
8. Notices
8.1 Notices to the Noteholders
8.1.1 All notices to the Noteholders will be valid if it is delivered by hand, courier,
electronic mail or sent by registered post in a letter duly addressed to the Party to
whom same is required to be given at the registered address of such Party or any
address given by such Party at their respective addresses of record in the relevant
register of Notes of a Series maintained by the Registrar. The Issuer shall also ensure
that notices are duly given or published in a manner which complies with the rules
and regulations of the FMDQ Exchange, the CSD or such other regulatory authority
as may be applicable to the Notes.
8.1.2 Any notice if delivered by hand or registered post before 5p.m. local time on a given
date, shall be deemed to have been delivered on that date. Any notice or
communication given by electronic mail shall be deemed to have been delivered
when sent, subject to no delivery failure notification being received by the sender
within 24 (twenty-four) hours of the time of sending or on the date of publication in
national newspapers, or if published more than once or on different dates, on the
date of the first publication.
8.2 Notices from the Noteholders

8.2.1 Notices to be given by any Noteholder to the Issuer shall be in writing and given by
lodging same with the Agent at its registered office.
8.2.2 Any change of name or address on the part of the Noteholder shall forthwith be
notified to the Issuer and the Agent and subsequently, the Register shall be altered
accordingly following notifications to the CSD.
9. Modification
9.1 The Issuing, Collection and Paying Agent and the Issuer may agree without the consent of the
Noteholders, to any modification of the Terms and Conditions which is of a formal, minor or
technical nature or is made to correct a manifest error or to comply with the mandatory
provisions of any law in Nigeria and which in the opinion of the Issuing and Paying Agent is not
prejudicial to the interest of the Noteholders. Notice of such modification shall be published

in at least one daily newspaper of general circulation in Nigeria or delivered in accordance with
the provisions of Condition 8 (Notices), and shall be deemed to have been given and received
on the date of first publication.
9.2 Save as provided in Condition 9.1 above, no amendment of the Terms and Conditions may be
effected unless:
9.2.1 such amendment is in writing and signed by or on behalf of the Issuer; and
9.2.2 such amendment:
9.2.2.1 if it affects the rights, under the Terms and Conditions, of all the
Noteholders, is signed by or on behalf of Noteholders, holding not less
than 75% (seventy-five percent) of the outstanding Principal Amount of all
the Notes; or
9.2.2.2 if it affects only the rights, under the Terms and Conditions, of a particular
group (or groups) of Noteholders, is signed by or on behalf of the
Noteholders in that group (or groups) holding not less than 75% (seventy
five percent) of the outstanding Principal Amount of all the Notes held by
that group.
9.3 Any such modification shall be binding on all the Noteholders and shall be notified to the
Noteholders in accordance with Condition 8 as practicable thereafter.
10. Meeting of Noteholders

10.1 The Issuer may at any time convene a meeting of all Noteholders upon at least 21 (twenty-
one) days prior written notice to the Noteholders. The notice required to be given shall be in
accordance with clause 8 (Notices). Such Notice shall specify the date, agenda, time of the
meeting to be held, and the place for holding the meeting, which place shall be in Nigeria.
10.2 Every Director or duly appointed representative of the Issuer may attend and speak at a
meeting of the Noteholders but shall not be entitled to vote, other than as a proxy or
representative of a Noteholder.
10.3 Noteholders holding not less than 10% (ten percent) in Principal Amount of the outstanding
Notes shall be able to request the Issuer to convene a meeting of Noteholders. Should the
Issuer fail to requisition such a meeting within 10 (ten) Business Days of such a request being
received by the Issuer, the Noteholders requesting the meeting may convene such a meeting.
10.4 A Noteholder may by an instrument in writing (a “Form of Proxy”) signed by the holder or, in
the case of a corporate entity executed under its common seal or signed on its behalf by an
attorney or a duly authorised officer of the corporate entity, appoint any person (a “Proxy”) to
attend and act on his/her or its behalf in connection with any meeting or proposed meeting of
the Noteholders.
10.5 Any Noteholder which is a corporate entity may by resolution of its directors or other
governing body authorise any person to act as its representative (a “Representative”) in
connection with any meeting or proposed meeting of the Noteholders.

10.6 Any Proxy or Representative appointed shall, so long as the appointment remains in force, be
deemed for all purposes in connection with any meeting or proposed meeting of the
Noteholder specified in the appointment, to be the Holder of the Notes to which the
appointment relates and the Holder of the Notes shall be deemed for such purposes not to be
the Holder.
10.7 The chairman of the meeting shall be appointed by the Issuer. The procedures to be followed
at the meeting shall be as determined by the chairman subject to the remaining provisions of
this Condition 10. Should the Noteholders requisition a meeting, and the Issuer fail to call such
a meeting within 10 (ten) Business Days of the requisition, then the chairman of the meeting
held at the instance of the Noteholders, shall be selected by Noteholders, holding not less than
51% (fifty-one percent) of the outstanding Principal Amount of all the Notes present in person,
by representative or by proxy.
10.8 At any meeting of Noteholders, two or more Noteholders present in person, by representative
or by proxy, holding in aggregate not less than one third of the Principal Amount of outstanding
Notes shall form a quorum.
10.9 At any meeting of Noteholders, any resolution put to the vote shall be first decided on a show
of hands, unless a poll is demanded. A poll may be demanded by either the chairman, the
Issuer, or one or more Noteholders present in person, by representative or by proxy. In the
case of equality of votes, the Chairman shall both on a show of hands and on a poll have a
casting vote in addition to the vote or votes (if any) to which he may be entitled as a
Noteholder or as a holder of a voting certificate or as a proxy or as a representative.
10.10 If a poll is demanded it shall be taken in such manner as the chairman directs and the result of
the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
The demand for a poll shall not prevent the continuance of the meeting for the transaction of
any business other than the motion on which the poll has been demanded. On a poll, each
Noteholder present in person or by proxy at the time of the meeting shall have the number of
votes equal to the number of Notes, by denomination held by the Noteholder.
10.11 If 30 (thirty) minutes after the time appointed for any such meeting a quorum is not formed,
the meeting shall, if convened upon the requisition of Noteholders, be dissolved. In any other
case, it shall be adjourned to such date and time not being less than 14 (fourteen) days nor
more than 21 (twenty One) days thereafter and at the same time and place. At such adjourned
meeting, 2 (two) or more Noteholders present or represented by proxy holding in aggregate
not less than one third of the Principal Amount of outstanding Notes shall form a quorum and
shall have power to pass any resolution and to decide upon all matters which could properly
have been dealt with at the original meeting had the requisite quorum been present.
10.12 A resolution in writing duly signed by seventy-five percent (75%) of the Noteholders holding
in aggregate not less than seventy-five percent (75%) of the Principal Amount of outstanding
Notes, shall be as effective for all purposes as a resolution duly passed at a meeting of the
Noteholders, provided that the resolution was sent to all the Noteholders entitled to receive

notice of a meeting of Noteholders. Such resolution may be contained in one document or in
several documents of identical form duly signed by or on behalf of all the Noteholders.
11. Changing of IPCA

11.1 The Issuer is entitled to vary or terminate the appointment of the IPCA and/or appoint
additional or other IPCA and/or approve any change in the office of the IPCA through which
any IPCA acts, provided that there will at all times during the subsistence of the Programme,
be an IPCA with an office.
11.2 The IPCA acts solely as IPCA of the Issuer and does not assume any obligation towards or any
relationship of agency or trust for or with any Noteholder.
12. Taxation
The Notes issued under the Programme are short-term Zero-Coupon Notes and as such will be offered
and sold at a discount to Face Value.
13. Further issues

The Issuer shall be at liberty from time to time without the consent of the existing Noteholders under
a series to issue further Notes under the Programme.
14. Governing Law

14.1 The provisions of this Programme Memorandum and the Notes are governed by, and shall be
construed in accordance with the laws of the Federal Republic of Nigeria.
14.2 The Nigerian Courts shall have exclusive jurisdiction to settle any dispute arising out of or in
connection with the Programme Memorandum and the Notes.

TAX CONSIDERATIONS
The Notes issued under the Programme will be zero-coupon notes and as such, will be offered and sold at a
discount to Face Value. The Notes will thus not bear interest. Notwithstanding, the discount on the Notes may
be taxed in accordance with applicable Nigerian Income tax laws, to wit, CITA or PITA as may be applicable to
the Noteholders.
The foregoing summary does not purport to be comprehensive and does not constitute advice on tax to any
actual or prospective purchaser of Notes issued under the Programme. In particular, it does not constitute a
representation by the Issuer or its advisers on the tax consequences attaching to a subscription or purchase of
Notes issued under the Programme. Tax considerations that may be relevant to a decision to acquire, hold or
dispose of Notes issued under the Programme and the tax consequences applicable to each actual or prospective
purchaser of the Notes may vary. Any actual or prospective purchaser of the Notes who intends to ascertain
his/her/its tax position should seek professional advice from his/her/its preferred professional advisers as to the
tax consequences arising from subscribing to or purchasing the Notes, bearing in mind his/her/its peculiarities.
Neither the Issuer nor its advisers shall be liable to any subscriber or purchaser of the Notes in any manner for
placing reliance upon the contents of this section.

RISK FACTORS
This section does not describe all the risks (including those relating to each Prospective Investor’s particular
circumstances) with respect to an investment in the Notes. The risks in this section are provided as general
information only. Prospective investors should refer to, and carefully consider the risks described below and the
information contained elsewhere in this Programme Memorandum, which may describe additional risks
associated with the Notes. The Issuer and the Arranger disclaim any responsibility for advising Prospective
Investors of such risks as they exist at the date of this Programme Memorandum or as such risks may change
from time to time. Prospective Investors should consult their own financial and legal advisers about the risks
associated with an investment in the Commercial Papers. An investment in the Commercial Papers involves
certain risks, most of which may or may not occur and neither the Issuer nor the Arranger are in a position to
express a view on the likelihood of any such contingency occurring. Accordingly, Prospective Investors should
carefully consider, amongst other things, the following risk factors together with all of the other information
included in this Programme Memorandum and any applicable Pricing Supplement before purchasing the
Commercial Papers
IN RELATION TO NIGERIA
Political Risk
Political and economic stability in Nigeria have historically been volatile driven by religious conflicts, terrorism,
security issues, civil unrest, socio-economic, ethnic and sectional/regional based agitations. The recent COVID-
19 pandemic has led to economic uncertainty around the world, with global unemployment rates rising. Nigeria
recorded its first COVID-19 case in February 28, 2020. Since then, the numbers have continued to rise
progressively with yet no end in sight same as it is globally. The Nigerian Government has yet to implement
potent policies to mitigate the inevitable effect of the crisis on the Nigerian economy. The country is barely
recovering from the 2016/17 recession, and without adequate measures from the government, the economic
effect of the Corona Virus (COVID-19) pandemic might plunge the country into another recession and see many
more Nigerians fall below the poverty line.
Furthermore, multiple reports by news agencies such as the British Broadcasting Corporation (“BBC”) assert that
kidnapping activities have surged across various parts of Nigeria especially in the country’s central states. The
insurgence of Boko Haram activity in Northern Nigeria remain contributors to the regions’ security challenges.
More so, if the Federal Government is unable to address key causal factors such as poverty, low levels of
education, religious intolerance, and weak enforcement of law and order, these security risks may persist.
Economic Risk
The Nigerian economy remains largely dependent on oil production and is directly affected by fluctuations in
the global price of crude oil. Nigeria experienced a recession (its first recession in 25 years) in 2016/17 due to a
fall in global oil prices. This resulted in dwindling foreign exchange revenues, a consequent decline in foreign
reserves and capital flight as Foreign Portfolio Investors withdrew their capital. The economy is still recovering,
with 2019 GDP growth at 2.21%, owing largely to stability in oil production and rising oil prices, lower inflation,
greater foreign exchange allocation and stronger public spending in the course of 2019. A prolonged upturn in
the economy will encourage business spending, investments and lending which in turn would increase activities
in the private sector, especially in infrastructure development, which is likely to impact the Issuer’s revenues.
Commencing in Q1 2020, the global COVID-19 pandemic has impacted economic and social activities, causing
significant downturn in these economic activities, including crude oil with the price of crude falling below $46.41
per barrel, with attendant impact on the global and domestic economy. The capacity of healthcare and
governance infrastructure to properly manage the pandemic has impacted economic recovery.
Issues with governance and processes continue to weigh on doing business in Nigeria

RISK FACTORS
Bureaucracy, bribery and corruption, are of serious concern and constitute major barriers to doing business in
Nigeria and hinder economic growth and social development. Nigeria currently ranks 131 out of 190 countries
in the World Bank’s 2020 Doing Business ranking. This is an indication of the country’s poor performance in the
areas of paying taxes, enforcing contracts and trading across borders, which makes the climate difficult for doing
business. This continues to impact negatively on tax revenues, investor confidence and mobility of goods.
Failure to address these issues, continued corruption in the public sector and any future allegations of or
perceived risk of corruption in Nigeria could have an adverse effect on the Nigerian economy and may have a
negative effect on Nigeria’s ability to attract foreign investment.
IN RELATION TO THE ISSUER
Operational Risk
This is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external
events. Examples of these risks and their associated losses include: rogue trading, fraud/forgery, penalties or
expenses incurred, settlement delays and regulatory infractions, inappropriate sales practices, poor accounting
processes, lapses in financial control, and legal settlements involving significant payments for losses alleged to
have been caused by the Company and/or its employees.
Change in Governing Law
The Issuer is duly incorporated and established under Nigerian law, which remains in effect as at the date of this
Programme Memorandum. No assurance can be given as to the impact of any possible judicial decision or
change in Nigerian law or the official application or interpretation of Nigerian law after the date of this
Programme Memorandum.
Credit Risk
Due to adverse business or other conditions, especially the current on-going COVID-19 pandemic, which has had
adverse effects on businesses, there would be an obvious credit risk concern. Credit risk is the risk of financial
loss to Valency if a customer or counterparty fails to meet its contractual obligations. In order to mitigate the
credit risk, the Management of the Issuer determines concentrations of credit risk by quarterly monitoring the
creditworthiness rating of existing customers and through a monthly review of the trade receivables’ ageing
analysis. Customers are also categorized according to their credit characteristics. Customers with high credit risk
are placed on restriction and future credit services are made only with the approval of Valency’s Management.
Liquidity Risk
Liquidity risk is the risk that Valency would be unable to meet its obligations as they become due. This may arise
where the cushion provided by liquid assets is not sufficient to meet outstanding maturing obligations. Liquidity
risk projections like available credit facilities are incorporated in the regular management information reviewed
by Valency’s Management. The focus of the liquidity review is on the net financing capacity such as free cash
plus available credit facilities in relation to the financial liabilities.
RISKS RELATING TO THE COMMERCIAL PAPERS
Change in interest rates may affect the price of the Commercial Papers
Commercial papers are offered at a fixed discount to the pre-determined face value and as a result, they are
subject to price risk. Consequently, the price of the commercial papers may vary inversely with changes in

RISK FACTORS
prevailing interest rates. That is, a rise in interest will cause the price of the commercial paper notes to fall and
when interest rates fall, the price increases. Accordingly, the extent of the fall or rise in the prices is a function
of the existing yield, days to maturity and the increase or decrease in the level of the prevailing interest rates.
Increased interest rates which frequently accompany inflation and/or a growing economy are also likely to have
a negative effect on the price of the Commercial Papers. However, these effects are only in the short-term as
the CPs are short-term instruments, to the extent that there are no extended roll-overs.
Independent Review and Advice
Each prospective investor in the Commercial Papers must determine, based on its own independent review and
such professional advice as it deems appropriate under the circumstances, that its acquisition of the Commercial
Papers is fully consistent with its financial needs, objectives and condition, complies and is fully consistent with
all investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable investment for
it, notwithstanding the clear and substantial risks inherent in investing in or holding the Commercial Papers. A
prospective investor may not rely on the Issuer(s) or any of their respective affiliates in connection with its
determination as to the legality of its acquisition of the Commercial Papers or as to the other matters referred
to above.
Liquidity risk for the Commercial Papers
There is a risk that the Commercial Papers may not have an established trading market when issued. There is no
guarantee that a secondary market for Commercial Papers or liquidity will exist upon issuance. Consequently,
investors may not be able to readily sell their Commercial Papers at prices that will enable them to realize a yield
comparable to that of similar instruments, if any, with a developed secondary market. The short-term nature of
the CP notes means that investors will typically hold the securities till maturity.
The trading market for debt securities may be volatile and may be adversely impacted by many events
The market for debt securities is influenced by economic and market conditions, interest rates and currency
exchange rates. Global events may lead to market volatility which may have an adverse effect on the price of
the Commercial Papers
Exchange rate risks and exchange controls
Payments of principal and interest on the Commercial Papers will be made in Naira. This presents certain risks
relating to currency conversions if an investor's financial activities are denominated principally in a currency
other than the Naira. These include the risk that exchange rates may significantly change (including changes due
to devaluation of Naira or revaluation of the investor's currency). An appreciation in the value of the Investor's
Currency relative to Naira would decrease (1) the Investor's Currency-equivalent yield on the Commercial
Papers, (2) the Investor's Currency equivalent value of the principal payable on the Commercial Papers and (3)
the Investor's Currency equivalent market value of the Commercial Papers. The government may impose (as
some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a
result, investors may receive less interest or principal than expected, or no interest or principal.
Legality of Purchase
Neither the Issuer, the Arrangers and Dealers nor any of their respective affiliates has or assumes responsibility
for the lawfulness of the acquisition of the Notes by a prospective investor of the Notes, whether under the laws
of the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for compliance by
that prospective investor with any law, regulation or regulatory policy applicable to it.
Change of Law:
The Terms and Conditions of the Commercial Papers are based on Nigerian law in effect as at the date of this
Programme Memorandum. No assurance can be given as to the impact of any possible judicial decision or
change in Nigerian law or the official application or interpretation of Nigerian law after the date of this
Programme Memorandum.

RISK FACTORS
Modification, waivers and substitution
The conditions of the Commercial Papers contain provisions for calling General Meetings of Noteholders to
consider matters affecting their interests generally. These provisions permit defined majorities to bind all
Noteholders including Noteholders who did not attend and vote at the relevant General Meeting and
Noteholders who voted in a manner contrary to the majority.
Credit ratings may not reflect all risks
The ratings may not reflect the potential impact of all risks related to structure, market, additional factors
discussed above, and other factors that may affect the value of the Commercial Papers. A credit rating is not a
recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any
time.

SETTLEMENT, CLEARING AND TRANSFER OF NOTES
Words used in this section shall bear the same meanings as used in the section headed “Definitions and
Interpretations”, except to the extent that they are separately defined in this section or the meaning if applied,
would be clearly inappropriate for the context.
CSD
The Notes will be issued in dematerialised form and will not be represented by any certificate or written
instrument. As stipulated by the CBN Guidelines, each Series or Tranche of Notes will be held in custody by the
CSD, either in the name of the beneficial owner or a Nominee.
All transactions in the Notes shall be cleared and settled electronically in accordance with the rules and operating
procedures of the CSD. Subject as aforesaid, each Tranche of Notes will be issued, cleared and transferred in
accordance with the Terms and Conditions and will be settled through Authorised Participants who will follow
the electronic settlement procedures prescribed by the CSD.
Authorised Participants
The CSD will maintain a central securities account for Dealing Members (the "Authorised Participants") and each
beneficial owner of the Notes is required to have a sub-account under the Authorised Participants. Noteholders
may exercise their rights in respect of the Notes held in the custody of the CSD only through the Authorised
Participants.
For purposes of Notes issued under this Programme, the Authorised Participants are FBNQuest Merchant Bank
Limited and any other Authorised Participant as duly appointed by the Issuer.
Registration
i. The Authorised Participant shall register with the CSD where CP custody and depository services
are required. The Authorised Participant shall complete the required registration form or other
applicable document(s) and shall be required to submit proof of appropriate FMDQ membership
along with the completed form.
ii. Noteholders are required to route their account opening applications and transactions through any
of the above mentioned Authorised Participants, who will officially notify the CSD to create sub-
accounts for the Noteholders and attach Noteholders' mandates to this effect.
iii. The CSD will assign a unique identification number (the "Trade Member Code") to the Authorised
Participant and also provide an account number (and sub-account numbers for Noteholders) after
creation as requested by the Authorised Participant to enable them to trade the CPs.
iv. FMDQ Exchange shall request for the CP to be registered with the CSD, who in turn shall furnish
FMDQ Exchange and the Authorised Participant with the CP Symbol and ISIN Codes for the
registered CP, subject to receipt of CP registration fees from the Authorised Participant.
v. The CSD will re-open the existing ISIN code for all tranches with same maturity dates, however new
ISIN codes will be issued for tranches with different maturity dates.
Custody and Dematerialisation

i. An Authorised Participant with physical CP notes may decide to dematerialise CP(s) with the CSD
by completing the relevant form.
ii. All holders of CP notes shall route the notes through the Authorised Participant who will then
submit on the CSD authorised platform in dematerialized form.
iii. Authorised Participants may also decide to keep the CPs in physical form with the CSD (subject to
service agreement with CSD), acting as the Custodian for the issue.
iv. Authorised Participants can also lodge the CP(s) electronically by using the CSD e-lodgement
format.
v. The Authorised Participants (or Arranger) will advise the CSD, after dematerialisation or e-
lodgement to transfer CPs to Noteholders’ (or their custodians’) accounts at the CSD before trading
commences.
vi. Cut-off time for e-lodgement of CPs is 10.00 a.m. on the day before the value date, and the CSD
shall process the same within 24 hours of receipt.

Redemption
i. No transactions or trades may be effected for any CPs two (2) Business days prior to its maturity
date as the register closes two (2) Business Days before the Maturity Date.
ii. The Issuing, Collection and Paying Agent will submit a letter to the CSD confirming the intention of
the Issuer to repay the Noteholders on the Maturity Date by 12.00 noon on the date which is two
(2) Business Days before the Maturity Date.
iii. The CSD shall expunge (knock-off) matured CPs on the Maturity Date or Redemption Date of the
CP.
iv. The Maturity Date shall be on a Business Day, however if the Maturity Date falls on a public holiday,
payment will be made on the following Business Day.
Roll-Over
i. Every roll-over of a CP shall be treated or classified as a fresh/separate CP.
ii. Upon granting approval for rollover, FMDQ Exchange shall request for the rollover CP to be
registered with the CSD, who in turn shall furnish FMDQ Exchange and the Authorised Participants
with the new CP Symbol and ISIN Codes, subject to receipt of CP rollover fees from the Authorised
Participants.
iii. The CSD shall expunge the existing CP Symbol and ISIN Codes from the system and replace with
the new codes.
Default
i. Where the Issuer is unable to repay the Noteholders and the CP will be in default status, the Issuing,
Collection and Paying Agent shall notify the CSD, FMDQ, as well as the Noteholders, latest two (2)
Business Days before the Maturity Date, latest by 3.00pm.
ii. The CSD shall make public the default status to the market latest by the date which is one (1)
Business Day before the Maturity Date.
iii. In case of (i) above, the CP holdings must remain with the CSD until the Collection and Paying Agent
pays off the Noteholders and notifies the CSD and the FMDQ with evidence.
iv. Thereafter, the CSD will notify the public and expunge the CP from the CSD depository accordingly.
Secondary Market Trading (OTC) Guidelines

i. Standard settlement cycle is T+2.
ii. FMDQ shall submit the confirmed CP trade details on trade day in the specified format via the CSD
authorised platform, based on the following settlement timelines:
• Same Day Settlement: 12.30 p.m.
• T+1 or T+2 Settlements: 3.00 p.m.
iii. The CSD shall deliver securities and send confirmation of transfers via the CSD authorised platform
by 2.00 p.m. on the settlement date to FMDQ and the Nigeria Inter-Bank Settlement System
("NIBSS") simultaneously. Authorised Participants shall state the particular account number where
the CP(s) will be settled.
iv. NIBSS shall transfer settlement amounts to respective accounts and send confirmation to the
FMDQ and CSD simultaneously.
v. Transactions for standard settlement (T+2) shall stop five (5) Business Days before the Maturity
Date. Therefore, the last applicable settlement shall be before close of business on the date which
is three (3) Business Days before the Maturity Date.
Reporting
i. The CSD shall effect the transfer of CPs on the settlement date as advised by Authorised
Participants or the FMDQ and keep records of consideration for each transaction.
ii. The CSD will advise Authorised Participants or the FMDQ for onward communication to the
Authorised Participant, as applicable, of successful and failed transactions on each settlement day.
iv. Authorised Participants can visit the CSD website to ascertain its CP balances after each day's trade.
This is available only to the institutions that subscribe to the CSD online service.

Transfer of Notes
Title to beneficial interest in the Notes will pass on transfer thereof by electronic book entry in the securities
accounts maintained by the CSD and may be transferred only in accordance with rules and operating procedures
of the CSD.
Cash Settlement
Transaction parties will be responsible for effecting the payment transfers via Real Time Gross Settlement,
National Electronic Funds Transfer or any other transfer mode agreed by the transaction parties and recognised
by the CBN.

PRO FORMA APPLICABLE PRICING SUPPLEMENT
RC: 1158788
Issue of Up to N5 Billion (Series 1) Commercial Paper Notes

Under its N20 Billion Commercial Paper Issuance Programme
This Applicable Pricing Supplement shall be read in conjunction with the Programme Memorandum dated 08
January 2021 prepared by FBNQuest Merchant Bank Limited on behalf of Valency Agro Nigeria Limited in
connection with its N20,000,000,000 (Twenty Billion Naira) Commercial Paper Issuance Programme, as amended
and/or supplemented from time to time (the “Programme Memorandum”).
Any capitalised terms not defined in this Applicable Pricing Supplement shall have the same meanings ascribed
to it in the Programme Memorandum.
This document constitutes the Applicable Pricing Supplement relating to the issue of Commercial Paper Notes
(“CP Notes” or “the Notes”) described herein. The Notes described herein are issued on and subject to the Terms
and Conditions as amended and/or supplemented by the Terms and Conditions contained in this Applicable
Pricing Supplement. To the extent that there is any conflict or inconsistency between the contents of this
Applicable Pricing Supplement and the Programme Memorandum, the provisions of this Applicable Pricing
Supplement shall prevail.
This document has been prepared in accordance with the Central Bank of Nigeria Guidelines on the Issuance
and Treatment of Bankers Acceptances and Commercial Paper, issued on 11th September 2019 and the FMDQ
Exchange Commercial Paper Registration and Quotation Rules in force from time to time. The document is not
required to be registered with the Nigerian Stock Exchange (“NSE”) or the Securities and Exchange Commission
(“SEC”) but it is required to be registered at the FMDQ Exchange. This document is important and should be read
carefully. If any recipient is in any doubt about its contents or the actions to be taken, such recipient should
consult his/her/its Banker, Stockbroker, Accountant, Solicitor or any other professional adviser for guidance
immediately.
Arranger and Dealer

Issuing, Collection and Paying Agent
RC: 264978
This Pricing Supplement Is Dated [●] 2021

Issuer Valency Agro Nigeria Limited

Arranger and Dealer FBNQuest Merchant Bank Limited
Collection and Paying Agent FBNQuest Merchant Bank Limited
Auditors Grant Thornton Nigeria
Custodian FMDQ Depository Limited and/or Central Securities Clearing Securities PLC
Series Number [●]
Programme Size N20,000,000,000 (Twenty Billion Naira)
Issued and Outstanding at the date of N
this Pricing Supplement
Face Value N[●]
Discounted Value N [●]
Nominal Amount Per Note N [●]
Issue Price N 1,000
Tenor [●]
Issue Date [●]
Maturity Date [●]
Final Redemption Amount [●]
Minimum Subscription N5,000,000 and multiples of N1,000 thereafter
Specified Currency Nigerian Naira (N)
Status of Notes Each Note constitutes a direct, unconditional, senior obligation of the Issuer,
and the Notes rank pari passu among themselves, and save for certain debts
mandatorily preferred by law, pari passu with other present and future
senior obligations of the Issuer outstanding from time to time
Form of Notes Uncertificated

Quotation Notes may be quoted on the FMDQ Exchange platform or any other
recognized Exchange
Taxation Please refer to the ‘Tax Considerations’ section in the Programme

Memorandum
Method of Offer Fixed Price Offer

Book Closed Period The Register will be closed from [●] to [●] until the Maturity Date
Implied Yield [●]%
Discount Rate [●]%
Any Other Formula or basis For [●]
Determining Amount(s) Payable
Basis For Determining Amount(s) PV=FV*(1-(DR*t/actual number of days in a year)
Payable
Day Count Fraction Actual/Actual (actual number of days in a month and actual number of
days in a year)

Business Day Convention Any day except Saturdays, Sundays and public holidays declared by the
Federal Government of Nigeria on which banks are open for business in
Nigeria
Redemption/Payment Basis Redemption at par

Issuer’s Early Redemption Not Applicable
Issuer’s Optional Redemption Not Applicable
Other Terms Applicable on Redemption [●]
Offer Opens [●]
Offer Closes [●]
Allotment Date [●]
Notification of Allotment All applicants will be notified through an email and/or telephone of their
allotment by no later than [●]
Settlement Date [●], 2021
Details of Bank Account to Which Bank: Coronation Merchant Bank Limited
Payments Are to be Made in Respect of Account Name: [●]
the Notes Account Number:: [●]
Sort Code: [●]
Settlement Procedures and Settlement Purchases will be settled via direct debit, electronic funds transfer (NIBBS,
NEFT, RTGS, etc.)
Instructions
Delivery Date [●]
CORPORATE ACTIONS
Except as disclosed in this document, there have been no corporate actions since the March 31, 2020 audited
accounts.
MATERIAL ADVERSE CHANGE STATEMENT

Except as disclosed in this document, there has been no material adverse change in the financial position or
prospects of the Issuer since the March 31, 2020 audited accounts.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in this Applicable Pricing Supplement which,
when read together with the Programme Memorandum and supplemental Programme Memorandum, if any,
contains all information that is material in the context of the issue of the Notes.
Signed at on this day of 2021
For and on behalf of

Valency Agro Nigeria Limited
Name Name
Capacity: Director Capacity: Director
Who warrants his/her authority hereto Who warrants his/her authority hereto

AUDITOR’S COMFORT LETTER

HISTORICAL FINANCIAL INFORMATION OF VALENCY AGRO NIGERIA LIMITED
STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH- 2020, 2019 & 2018

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME AS AT 31 MARCH- 2020, 2019 &
2018

STATEMENT OF CASH FLOWS AS AT 31 MARCH- 2020, 2019 & 2018

EXTRACT FROM THE ISSUER’S RATING REPORT

LEGAL OPINION ON THE NOTES

GENERAL INFORMATION
o Authorisation
This CP Programme and the Notes issued hereunder were approved by the resolution of the Board of Directors
of the Issuer dated June 25, 2020.
o Auditors
Grant Thornton Nigeria acted as auditors of the annual financial statements of the Issuer for the financial years
ended March 31, 2018, March 31, 2019, and March 31, 2020, and were responsible for the audit, and issued
unqualified reports.
o Commercial Paper Outstanding
The Issuer has no commercial paper outstanding as at the date of this Programme Memorandum. Within the
financial year ending March 31, 2021, the Issuer does not anticipate the amount of the said commercial paper
outstanding and the Notes outstanding under this CP Programme to exceed the Programme Size.
o Going Concern
The Issuer is as at the date hereof a going concern and can be reasonably expected to meet all of its obligations
as and when they fall due.
o Litigation
The Issuer is not and has not been since its incorporation engaged in any litigation or arbitration proceedings
which may likely have or have had during such period a significant effect on its respective financial positions
and, as far as the Issuer is aware, no such litigation or arbitration proceedings are pending or threatened.
o Material Contracts
The following agreements have been entered into and are considered material to this Programme:
i. The Deed of Covenant dated 08 January 2021 executed by the Issuer as a deed poll in favour of the
Noteholders;
ii. The Issuing, Paying and Collecting Agency Agreement dated 08 January 2021 executed by the Issuer and
the Issuing, Paying and Collecting Agent; and
iii. The Dealer Agreement dated 08 January 2021 executed by the Issuer and the Dealer/Arranger.
Other than as stated above, the Issuer has not entered into any other material contract except in the ordinary
course of business. Other material contracts in respect of any issuance of Commercial Papers under the
Programme will be disclosed in the applicable Supplementary Memorandum and/or Pricing Supplement in
respect of any Series of the Commercial Papers.
o Ultimate Borrower
The Issuer is the borrower in respect of the Notes and assumes joint and several liabilities for the obligations
under the Notes.

PARTIES TO THE TRANSACTION
ISSUER
Valency Agro Nigeria Limited
Along Unity Estate Road
Lagos-Ibadan Expressway
Ibafo, Ogun State
Nigeria
ARRANGER AND DEALER

ISSUING, COLLECTION AND PAYING AGENT
FBNQuest Merchant Bank Limited
10 Keffi Street
Off Awolowo Road
S/W Ikoyi, Lagos
Nigeria
AUDITORS TO THE ISSUER

Grant Thornton Nigeria
3rd & 4th Floors
294 Herbert Macaulay Way
Sabo - Yaba
Lagos, Nigeria
SOLICITORS
Advocaat Law Practice
The Services Room
3rd Floor, Law Union House
14, Hughes Avenue
Yaba, Lagos
Nigeria

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This Programme Memorandum has been prepared in accordance with the guidelines of the Central Bank of Nigeria and

₦20,000,000,000 (TWENTY BILLION NAIRA)

Arranger and Dealer

This Programme Memorandum is dated 08 January 2021

GLOSSARY OF DEFINED TERMS 3

Valency Agro Nigeria Limited | Commercial Paper Programme Memorandum 2

Valency Agro Nigeria Limited | Commercial Paper Programme Memorandum 3

"FGN" Federal Government of Nigeria

"FIRS" Federal Inland Revenue Service

Valency Agro Nigeria Limited | Commercial Paper Programme Memorandum 4

Valency Agro Nigeria Limited | Commercial Paper Programme Memorandum 5

“Valency” “Issuer”, or the Valency Agro Nigeria Limited

Valency Agro Nigeria Limited | Commercial Paper Programme Memorandum 6

SPECIFICALLY, FMDQ SECURITIES EXCHANGE LIMITED TAKES NO RESPONSIBILITY FOR THE

Valency Agro Nigeria Limited | Commercial Paper Programme Memorandum 7

This Programme Memorandum should be read and construed in conjunction with:

Valency Agro Nigeria Limited | Commercial Paper Programme Memorandum 8

Issuance of Commercial Papers

1. This Programme Memorandum outlining material information on the Issuer;

Limited Recourse Obligations

Valency Agro Nigeria Limited | Commercial Paper Programme Memorandum 9

SUMMARY OF THE PROGRAMME

Valency Agro Nigeria Limited | Commercial Paper Programme Memorandum 10

Valency Agro Nigeria Limited | Commercial Paper Programme Memorandum 11

Overview of Valency’s Products and Services

Origination and Trading Processing Branded Retail & B2B

Raw Cashew Nuts Steel Cashew Processing Corrugated Fertilizer

Valency Agro Nigeria Limited | Commercial Paper Programme Memorandum 12

1. Origination & Distribution Network

2. Manufacturing and Processing Infrastructure

Agro Processing & Distribution Network

Valency Agro Nigeria Limited | Commercial Paper Programme Memorandum 13

Profiles of Board of Directors of Valency

Profiles of the current Board members are highlighted below:

S/N Name Position Institution

Basba Nand Balodi

Valency Agro Nigeria Limited | Commercial Paper Programme Memorandum 14

Profile of Management Team of Valency

Their profiles are as follows:

S/N Name Position

Sunil Dhanuka – Country Head

Parshuram Patel - Group Quality Head

Arvind Tiwari - Group Cashew Processing Head

Shyam Holani – Finance Head

Valency Agro Nigeria Limited | Commercial Paper Programme Memorandum 15

DK Verma – Business Head, Imports, Agrochemicals and FMCG

Pradip Tiwari - Procurement Head

Neeraj Dhall – Supply Chain Head

Deepak Lamba - Factory Manager

Valency Agro Nigeria Limited | Commercial Paper Programme Memorandum 16

No Material Adverse Change

Valency Agro Nigeria Limited | Commercial Paper Programme Memorandum 17

2. Form, Denomination and Title

Valency Agro Nigeria Limited | Commercial Paper Programme Memorandum 18

Valency Agro Nigeria Limited | Commercial Paper Programme Memorandum 19

Valency Agro Nigeria Limited | Commercial Paper Programme Memorandum 20

partly void, voidable or unenforceable.