March 4, 2014

Restructuring of the KERL

Kepco Energy Resource Limited.

Deal Description

FBN Capital Limited was mandated to act as Global Facility Coordinator, Financial Model Bank, Structuring Bank and Facility Agent on the raising of approximately $303 million debt financing for the acquisition of 70% shareholding in Egbin Power Generation Plc by Kepco Energy Resource Limited “KERL”. KERL is an SPV jointly owned by Korea Electric Power Corporation “KEPCO” and Energy Resource Limited (a Sahara Group Company). The Sahara Group is a leading indigenous oil and gas company with extensive footprint across the Energy value chain.

The transaction involved raising a term loan facility of $303 million and working capital facility of $5 million for the acquisition of the Egbin Power Generation Company, the largest power generation company in Nigeria which supplies over 20% of the required power generation capacity in Nigeria. The financing was the very first power sector syndicated transaction to achieve loan signing following the Nigeria power sector reforms which commenced in 2005.

Kepco Energy Resource Limited.

Restructuring of the KERL US$278 Million Senior Secured Acquisition Finance Facility.

Deal Description

FBN Merchant Bank Limited (“FBN MB”) was appointed as Mandated Lead Arranger by Sahara Group Limited (“Sahara” or the “Sponsor”) in July 2015 in relation to the restructuring of the Kepco Energy Resource Limited (“KERL” or the “Company” or the “Holding Company”) US$278 Million Medium Term Acquisition Finance Facility utilized to acquire 70% shareholding in Egbin Power Plc (“EGBIN” or the “Operating Company”). The restructuring is primarily driven by the current liquidity challenges in the sector and involvers the following key components (i) Realign its cashflows to recognise the current market conditions especially in relation to regulatory and invoice settlement delays (ii) Streamline the terms of the Original Facility and enhance the security structure; (iii) Build in mechanisms to manage reserve account funding obligations.

The Original Facility was provided by a syndicate of eight [8] banks all of whom executed the Amended and Restated Facility Agreement to enable the restructuring take effect from November 2016. KERL will remain the borrower of record till the NewCo is formed.