Ordinary shares of N1.00 each at N 1.10K

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2 for 500,000,000 Ordinary shares of N1.00 each at N 1.10K in Capitaltrust Investments & Asset Management Limited

3 C O N T E N T S 1. NOTICE 2. SUMMARY OF THE PLACEMENT 3. CORPORATE INFORMATION 4. THE NIGERIAN FINANCIAL SERVICES INDUSTRY 5. HISTORY AND BUSINESS OF THE COMPANY 6. CAPITALTRUST AND THE FUTURE 7. OUR PEOPLE 8. SHARE CAPITAL STRUCTURE 9. FINANCIALS 10. APPLICATION FORM 02

4 NOTICE This is confidential and has been prepared by Capitaltrust Investments & Asset Management Limited. The Memorandum is for the purpose of providing Information on the company in connection with the issuance of 500,000,000 (Five Hundred Million) ordinary shares of N1.00 each by way of private placement. This is not a prospectus and does not constitute an offer or invitation to subscribe to any issue. It is intended solely for the information of the addressee on the covering letter. No application has been made and none is intended to be made to either the Securities and Exchange Commission or the Council of The Nigerian Stock Exchange for the registration of the shares or admission of the shares to be issued to the Official List. The shares against which these deposits are been solicited will rank pari-passu with all issued shares of the Company. Capitaltrust Investments & Asset Management Limited has taken all reasonable care to ensure that the information given herein is true and accurate in all material respects, and that there are no material facts, the omission of which would make any statement herein misleading whether of fact or opinion. Officials of Capitaltrust Investments & Asset Management Limited will be pleased to provide additional information or clarification if needed. 03

5 SUMMARY OF THE PLACEMENT Authorized Share Capital: Issued and fully paid: Now being offered: Offer Price: Method of Offer: 1,000,000,000 Ordinary Shares of N1.00 each 112,500,000 Ordinary shares of N1.00 each 500,000,000 Ordinary Shares of N1.00 each N1.10 per share Offer for Subscription by way of Private Placement Purpose: This offer is the second phase of the strategic initiative undertaken by the company to enable it optimize its potential growth prospects and position for the increase in minimum paid-up capital for market operators. A Rights issue of 5 for 1 is currently ongoing for existing shareholders. After deducting the estimated offer costs and expenses of N24,750, (representing 4.50% of the gross offer proceeds) from the gross offer proceeds of N550,000,000.00, the net proceeds amounting to N525,250, would be utilized as follows: N % Working Capital 250,000, Information Technology 25,000, Advertisements & Publicity 15,250, Head Office Building 110,000, Investment in Subsidiaries 125,000, TOTAL 525,250, Payment: Units of Sale: Payable in full on application Minimum of 500,000 ordinary shares of N1.10 each and in multiples of 100,000 ordinary shares thereafter. Dated: Monday, October 10, 2007 Allotment: Allotment would be done at the sole discretion of the Directors of the Company and may be on a first-come, first-served basis. 04

6 CORPORATE INFORMATION Company's Registration No. RC Directors Company Secretary Auditors Bankers Stockbrokers Registered Office Mr. Bunmi Oni Chairman Chief Folawewo B. Osibo HRM Oba Adedotun Gbadebo Mr. Seyi A. Oke Managing Director/CEO AELEX 7 th Floor, Union Marble House 1 Kingsway Road Falomo, Ikoyi Lagos BDO Oyediran Faleye Oke & Co. 5 th Floor, Elephant Cement House ASSBIFI Road, Alausa, Ikeja Lagos Zenith Bank Plc Guaranty Trust Bank Plc Oceanic Bank Plc Skye Bank Plc MBC Securities Limited FSDH Securities Limited Zenith Securities Limited 8 Sumbo Jibowu Street Off Ribadu Road SW Ikoyi Lagos Tel.: Fax:

7 HISTORY AND BUSINESS OF THE COMPANY Capitaltrust Investments & Asset Management Limited was incorporated on February 2, 2006 as a private limited liability company with an authorized share capital of N50million comprising of 50 million ordinary shares of N1.00 each. The company commenced operations on April 1, 2006 with 50 million ordinary shares issued and fully paid. The company received its license to operate as Fund/Portfolio Managers & Corporate Investment Advisers from the Securities & Exchange Commission on September 26, Currently, the company's authorized share capital is N1billion, with N112.5 million issued and fully paid up. In the last one year of operation, the management of the company has demonstrated the capacity to out perform director's and shareholder's expectations. This factor, coupled with changes in regulation as well as the emergence of tremendous investment opportunities in the finance industry has prompted the decision by the board to recapitalize the company. The company's core business is to provide investment management and advisory services through Fund/Portfolio Management Vehicles, Loan Syndication, Real Estate Advisory and Development as well as Financial Advisory. We also provide Equipment Leasing & Insurance Brokerage Services through the company's wholly owned subsidiaries: Capitaltrust Equipment Leasing Limited Capitaltrust PCA Insurance Brokers Limited OUR MISSION To provide efficient financial services built on a culture of innovation, integrity and professionalism. OUR VISION To be the leader in delivering innovative solutions and services in the Nigerian non-bank financial industry OUR BUSINESS APPROACH We have discovered that the long-term survival of a service company like ours depends, to a great extent, on our ability to cultivate and maintain a loyal and dedicated clientele. To that end, we have developed a customer-oriented service system in which we recognize our clients as partners in progress; the unique need of each client is taken into consideration in our service delivery and relationship management. While we place great emphasis on cultivating sustainable beneficial relationships, we are eager to deliver. 06

8 OUR INVESTMENT PHILOSOPHY Our investment philosophy explains the way we manage investments. This philosophy is about delivering consistent returns to our clients with an optimum balance between risk and return. At Capitaltrust, our investment decisions are based on in-depth analysis, combining a top-down approach to asset and sector allocation with a bottom-up stock selection process. Our disciplined approach to research and analysis provides investors with the assurance that their assets are managed actively and responsibly, and delivers consistent returns over the long term. In the design of our products and solutions, we aim to provide our client's with the following: Capital Protection Consistent Superior Investment Performance Customized Investment Solutions Transparency and Unquestionable Ethics OUR SERVICES We operate in the capital market as fund managers, portfolio managers and corporate investment advisers. Within this scope of operation, we offer the following services: CAPITAL MARKET a. Financial & Investment Advisory Services: b. Funds/Portfolio Management Services: c. Venture Capital Services: REAL ESTATE We operate within the real estate sector as developers and advisors. We also offer real estate bonds which enable potential investors with relatively small capital partake of opportunities available in the very capital intensive real state sector. The investment guarantees very high returns, and is secured by the underlying real estate. 07

9 LEASING SERVICES We provide varied classes of asset and equipment leasing options to our clients through our wholly owned subsidiary, CAPITALTRUST Equipment Leasing Limited. The services rendered include: a. Finance Lease: b. Operating Lease: c. Staff Asset Ownership Scheme: INSURANCE CONSULTING SERVICES We also provide insurance brokerage and consultancy services to our clients through our subsidiary, CAPITALTRUST PCA Insurance Brokers Limited. We act as intermediaries between our clients and the insurance companies thus eliminating the complexities involved in the procurement of a cover as well as the bottlenecks involved in making a claim where necessary. We also offer consultancy services to our clients with respect to their insurance requirement at any given time or in any given circumstance CAPITALTRUST AND THE FUTURE In the next five years, we aim to make Capitaltrust a publicly quoted one-stop financial services organization offering innovative financial solutions to our clients. We intend to achieve this via: 1. Strong brand development through advertising campaigns, but more importantly, through satisfied clients. 2. Acquisition of the stock broking license to enable us trade directly on the floor of the stock exchange. 3. Strong alliances with multilateral finance agencies such as the IFC (World Bank), AFC and ADB. 4. Motivated and dynamic human capital that are expected to imbibe the Capitaltrust culture of innovation, integrity and professionalism. 5. Branch expansion into major cities, Abuja and Port Harcourt. 6. Establishment of a Micro-finance bank and a Bureau de change as wholly owned subsidiaries, to Cater for short-term micro financing and to cater for currency exchange needs respectively. 08

10 CAPITALTRUST SHARE CAPITAL STRUCTURE SHAREHOLDERS SHAREHOLDINGS % Mr. Bunmi Oni - Chairman 20,000, Oba Adedotun Gbadebo Director 1,000, Chief Folawewo Osibo Director 5,000, Mr. Seyi Oke MD/CEO 15,000, Capitaltrust Staff Holdings 35,000, Others 36,500, TOTAL 112,500,

11 OUR PEOPLE CAPITALTRUST is blessed with a management team made up of young and dynamic professionals with such diverse backgrounds as Law, Accountancy, Economics, Business Administration, Finance and the Sciences. It is this composition of a result - oriented team and the cognate experience in Finance and Management that has animated our courage to be a role model in the provision of financial Services. This team of young in-house professionals is comprised of the following: MR SEYI A. OKE A Stockbroker by training, Seyi started his career in 1998 with ZAWADI Investments Limited. He then joined the Stock Broking Unit of Capital Bancorp Limited in He moved to CITICORP Financial Services Limited as the Head, Treasury & Investment Management in 2002 and prior to his exit in 2005 was the Group Head, Treasury & Investment Management. His experience spans Finance Control, Corporate Finance, General Administration, Lease Financing, Asset Management, Financial Advisory Services, Treasury Operations and New Ventures. Seyi, who is a graduate of Agricultural Sciences, also holds an MBA degree from the University of Lagos. He is an Associate Member of the Certified Pension Institute of Nigeria (CPIN) and a Graduate Member of the Chartered Institute of Stockbrokers of Nigeria (CIS). He is also a Licensed International Financial Analyst (LIFA) of the International Research Association, Harvard Square, Massachusetts, USA. He joined CAPITALTRUST in January 2006 as the Group Managing Director/Chief Executive. 10

12 MOJISOLA OLASENI An accountant by profession, Moji is an Associate Member of the Institute of Chartered Accountants of Nigeria (ICAN). She holds a Higher National Diploma with distinction in Accountancy & Finance from the Yaba College of Technology. In the course of her career which spans almost a decade, she has handled various accounting and finance control responsibilities with FBG Foods, MR. BIGGS as well as with UACN PLC. Prior to joining CAPITALTURST, Moji was the Head, Internal Control Unit for UAC Foods Limited. She is currently the Group Finance Controller of CAPITALTRUST. EBUNOLUWA NJOKU Ebun is a Lawyer by profession and an alumnus of the University of Lagos. A member of the Nigerian Bar Association, her career has seen her working with both law firms and other corporate entities. She is also a member of the Institute of Chartered Secretaries and Administrators. Until joining CAPITALTRUST, Ebun was the Head, Corporate Affairs with Equity Life Insurance Company Limited based in Lagos. She is currently the Group Head, Corporate Affairs & Administration of CAPITALTRUST. FEMI OLUWADEKO Femi is an astute insurance professional. He graduated from the University of Lagos where he obtained both his first degree in Insurance and a Masters Degree in Marketing. His career in the insurance industry has spanned over a decade. He has over the years, been involved in Marketing, Customer Service, General Administration, Actuarial Analysis as well as Life and Pensions Management. He is a member of both the Chartered Institute of Insurance and the Nigerian Institute of Management. Femi was until joining CAPITALTRUST, the Life & Pensions Manager for United Trust Assurance Company Limited based in Lagos. He is currently the Chief Operating Officer of our wholly owned subsidiary, CAPITALTRUST PCA Insurance Brokers Limited. 11

13 GBENGA FASELUKA Gbenga is a Zoology Graduate from the University of Ado Ekiti. He had a stint in lease asset management with Capital Leasing & Trust Limited. In 2002, he moved to Globe Reinsurance PLC to join the team of young professionals with the task of building up its Leasing Subsidiary and was until joining CAPITALTRUST, the head of their consumer leasing desk. He is an Associate Member of the Nigerian Institute of Management and is currently undertaking his MBA programme at the Lagos State University (LASU). He joined CAPITALTRUST in 2006 and is currently the Chief Operating Officer of our wholly owned subsidiary, CAPITALTRUST Equipment Leasing Limited. 12

14 AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2007 CAPITALTRUST INVESTMENTS & ASSET MANAGEMENT LIMITED (Incorporated 2 February 2006) BALANCE SHEET, 31 MARCH N ASSETS Cash and short term funds 22,664,152 Advances under finance lease 78,492,796 Investments 5,718,167 Other assets 21,515,048 Fixed assets 21,942,493 Total assets 150,332,656 LIABILITIES Managed funds 107,950,241 Deposit for shares 25,000,000 Other liabilities 12,609,988 Taxation - Deferred taxation - 145,560,229 CAPITAL AND RESERVES: Share capital 50,000,000 Profit and loss account (45,227,573) Shareholders' funds 4,772,427 Total liabilities 150,332,656 13

15 PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH 2007 N 2007 N Lease income 17,013,299 Microcredit Income/Management Fees 5,722, ,735,606 Interest expenses (10,298,167) Gross Profit 12,437,439 Other income 8,541,677 20,979,116 Interest payable and similar charges (390,128) Less operating expenses: Provision for Loan/ lease Loss (4,312,277) Provision for other assets (105,046) Administration expenses (61,399,238) (65,816,561) Loss before taxation (45,227,573) Taxation - Loss after taxation (45,227,573) 14

16 CAPITALTRUST INVESTMENTS & ASSET MANAGEMENT LIMITED GROUP UNAUDITED ACCOUNT FOR SIX MONTHS ENDED 30 TH SEPTEMBER 2007 PROFIT AND LOSS ACCOUNT FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2007 Income from Asset Management Business Unit 38,295, Income from Leasing Subsidiary 5,167, Income from Insurance Brokers Subsidiary 3,723, Income from Real Estate Investment - Other Income 264, Gross Income from Operations 47,452, Cost of Sales (12,906,811.26) Gross Profit 34,545, Total Expenses (29,292,174.17) Net Profit 5,253,

17 BALANCE SHEET AS AT 30TH SEPTEMBER 2007 ASSETS Cash and Bank Balances 12,132, Accounts Receivable Lease 109,416, Account Rec. - Micro Credit 23,431, Other Current Assets 16,274, Investments In Quoted Shares 53,176, Fixed Asset 17,434, Total Assets 231,866, LIABILITIES Managed Funds 129,418, Short term Borrowings 3,205, Other Current Liabilities 25,697, Deposit for Shares 1,020, Total Liabilities 159,340, CAPITAL & RESERVES Paid-in Capital 112,500, Retained Earnings (45,227,574.06) Net Income 5,253, Shareholders' Fund 72,525, Total Liabilities & Capital 231,866,

18 CAPITALTRUST INVESTMENTS & ASSET MANAGEMENT LIMITED 3 YEAR FINANCIAL PROJECTIONS Projected Group Profit And Loss Account For Year Ended March Asset Management Business Unit 127,098, ,295, ,684, Leasing Subsidiary 20,150, ,750, ,276, Insurance Brokers Subsidiary 9,205, ,251, ,377, Bureau de Change Subsidiary - 30,000, ,000, Micro Finance Bank Subsidiary - 75,000, ,500, Other Income 1,500, ,750, ,625, Gross Income 157,953, ,047, ,462, Cost of Sales (25,858,668.42) (77,576,005.26) (116,364,007.89) Gross Profit 132,095, ,471, ,098, Total Expenses (69,982,719.40) (123,972,351.04) (173,958,526.56) Net Profit 62,112, ,499, ,140, Net Loss B/Fwd (45,227,574.06) Net Profit 16,884, ,499, ,140, Tax (5,403,163.82) (131,039,782.80) (216,044,809.42) Profit after Tax 11,481, ,459, ,095, Proposed Dividend/Share 3k 7.5k 12k Proposed Dividend (10,350,000.00) (75,000,000.00) (144,000,000.00) Bonus Issue (200,000,000.00) (300,000,000.00) Transfer to Reserve 1,131, ,095,

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20 DECLARATION capitaltrust CAPITALTRUST INVESTMENT & ASSET MANAGEMENT LIMITED Offers for subscription by way of Private Placement 500,000,000 Ordinary shares of N1 each at N1.10k per share 1) I/We are 18 years of age or over. PAYABLE IN FULL ON APPLICATION 2) I/We attach the amount payable in full on application for the above number of shares in Capitaltrust Investments & Asset Management Limited at N1.10k per share. 3) I/We understand and accept that allotment of shares based on my application would be done at the discretion of the directors of the company. 4) I/We authorize you to send share certificate and by registered post at my/our risk to the address first given below and to procure registration in my/our name as the holder(s) of such number or such smaller number as aforesaid. Minimum of 500,000 units Subsequent multiples of 100,000 units N550, N110, Number of units applied for Amount of units applied for INDIVIDUAL/JOINT APPLICANTS Surname Other names (in full) Full Postal Address Day Time Telephone Number Usual Signature(s) CORPORATE APPLICANTS Company Name Full Postal Address Day Time Telephone Number Name of Bank/Branch Authorized Signatories Company Seal 19

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