ABRIDGED PARTICULARS OF THE · PDF fileABRIDGED PARTICULARS OF THE PROSPECTUS 3 2.0 SUMMARY OF THE OFFER The following information is not intended as a substitute to the Prospectus;

ABRIDGED PARTICULARS OF THE PROSPECTUS 1


1.0 ABRIDGED TIMETABLE

DATE ACTIVITY RESPONSIBILITY

22/04/09 Application List Opens JIH

30/04/09 Application List Closes JIH 15/05/09 Receiving Agents render returns JIH 20/05/09 Forward allotment proposal, summary reports and draft newspaper advertisement to SEC JIH 01/06/09 Obtain SEC’s Approval of Allotment JIH/Eterna Plc 03/06/09 Disburse net Proceeds to Eterna Plc JIH 10/06/09 Allotment Announcement JIH 10/06/09 Return surplus/rejected application monies JIH 24/06/09 Dispatch share Certificates/Credit CSCS accounts Registrars 06/07/09 Forward Declaration of Compliance to The Exchange JIH/Stockbrokers 23/07/09 Listing of the newly issued shares on the NSE JIH/Stockbrokers 27/07/09 Submission of Summary report to SEC JIH/Stockbrokers


2.0 SUMMARY OF THE OFFER

The following information is not intended as a substitute to the Prospectus; it should be read in conjunction with the full text of this Prospectus, from which it is derived:

1. THE OFFER Offer for Subscription of 287,000,000 ordinary shares of 50 kobo each in Eterna Plc at N11.50 per share

2. ISSUER

Eterna Plc

3. JOINT ISSUING

HOUSES Radix Capital Partners Limited Meristem Securities Limited

4. SHARE CAPITAL

Authorized N800,000,000 made up of 1,600,000,000 ordinary shares of 50 kobo each

Issued and fully

paid

N390,000,000 made up of 780,000,000 ordinary shares of 50 kobo each

Now being Offered

287,000,000 Ordinary Shares of 50 kobo each at N11.50

5. PURPOSE The purpose of this Offer is to procure and upgrade existing storage facilities, upgrade lubricant plants, expand retail outlets and provide additional working capital.

6. USE OF PROCEED: The estimated net offer proceeds (including proceeds of the Rights Issue) of N8,197,547,250.00 from the combined offers, after deducting the estimated total Offer and underwriting expenses amounting to N406,302,750.00 (representing 4.72 % of the gross issue proceeds), will be applied as follows:

PROPOSED PROJECTS & LOCATION

ESTIMATED VALUES (N’000)

PERCENTAGE OF NET

PROCEEDS

ESTIMATED COMPLETION

PERIOD Refinancing of acquisition of tank Farm in Apapa

5,214,0001

63.60% 6 Months

Retail Network acquisition/

expansion2

704,000 8.59% 6-8 Months

Acquisition/ development of Aviation facilities in Abuja3

300,000 3.66% 12 Months

Development of LPG and Natural Gas Infrastructure in Ikot Abassi, Akwa Ibom State

500,000 6.10% 18 – 24 Months

Investments in Mid/ Upstream Operations, Amakpe Refinery, Akwa Ibom state

750,000 9.15% 12 Months

Working Capital Enhancement 729,547.25 8.90% Ongoing

TOTAL

8,197,547.25

100%

1. The sum comprises of the Bridge facility of N2.0 billion with Radix, N2.5 billion with Meristem, with the balance being accrued interest thereon.

2. Retail network acquisition/expansion comprise of three additional outlets in Lagos, one additional outlet in Abuja and one outlet each in Ibadan, Ijebu Ode, Port Harcourt and Enugu. 3. Depot for storage of Aviation fuel.


SUMMARY OF THE OFFER THE OFFER (cont’d)

Parties Units Taken Amount (N)

Radix Capital Partners Limited

114,800,000

1,320,200,000

Meristem Securities Limited

114,800,000

1,320,200,000

TOTAL 229,600,000

2,640,400,000

7. METHOD OF OFFER Offer for Subscription

8. UNITS OF SALE Minimum of 1,000 Ordinary Shares and in multiples of 100 thereafter.

9. OFFER PRICE N11.50 per share

10. PAYMENT In full on application

11. MARKET CAPITALISATION (AT OFFER PRICE PRE-OFFER)

N8,970,000,000.00

12. MARKET CAPITALISATION

( AT OFFER PRICE POST-OFFER)

N17,573,850,000.00 inclusive of the Rights Issue.

13. OPENING DATE

Wednesday, April 22, 2009

14. CLOSING DATE

Thursday, April 30, 2009

15. UNDERWRITING This Offer is 80% underwritten by the Underwriters on a Firm Basis, in accordance with the requirement of SEC. Below is a table showing the list of Underwriters and the amount to be underwritten:

16. INDEBTEDNESS As at July 31, 2008 the date of its latest audited accounts, the Company had no outstanding debentures, mortgages, loans, charges or similar indebtedness or material contingent liabilities other than in the ordinary course of business. However, the Company has a bridge finance facility of N4.5billion obtained for the acquisition of its tank farm in Ibafon.

17. CLAIMS AND LITIGATION The Company in its ordinary course of business is currently involved in

three (3) suits. Two of these suits are instituted against the Company with a total estimated claim of N5,270,000.00. The third suit is instituted by Eterna and the claim is for the sum of N6,758,768.50. The Solicitors are of the opinion that the contingent liability of N5,270,000.00 that may arise from the cases pending against the Company is not material to the Company or the Offer.


SUMMARY OF THE OFFER (cont’d)

Below is the graphic depiction of Eterna Plc’s subsidiaries.

18. QUOTATION Eterna Plc’s issued capital is listed on The Exchange. An application has been made to the Council of The Exchange for the admission to its Daily Official List of the 287,000,000 ordinary shares now being offered for subscription and the Rights Issue offered for subscription.

19. STATUS The new shares being offered for subscription shall rank pari passu in all respects with the issued ordinary shares of the Company.

20. ADDITIONAL INFORMATION The Company is simultaneously offering by way of Rights Issue of

533,000,000 Ordinary shares of 50 kobo each at N9.95

21. SHARE CERTIFICATE: Shares allotted will be credited to the CSCS account of allottees not later than 15 working days from the date the allotment is approved by the Commission. Investors are hereby advised to state the name of their stockbroker as well as their CSCS account and Clearing House number in the space provided on the Application Form. However, Investors without CSCS account numbers will receive their certificates

by registered post within 15 working days from the date of allotment.

22. COMPANY STRUCTURE The Company has two subsidiaries: Eterna Industries Limited

and Eterna Marine and Services Limited. Eterna Industries Limited was incorporated as a private company on 17th September 1993. The company commenced operations in 1994 and engages in the blending of lubricants for subsequent sale to Eterna Plc and Eterna Marine and Services Limited. The company is 99.98% owned by Eterna Plc and 0.02% owned by Tesly Limited. Eterna Marine and Services Limited was incorporated as a private limited company on 22 June 2000. The company commenced operations on 12 July 2000 and is engaged in the sale of marine lubricants to third parties. It is a wholly owned subsidiary of Eterna

Plc.

99.98%

100%


SUMMARY OF THE OFFER (cont’d)

23. FINANCIAL SUMMARY FOR 5 YEARS ENDED DECEMBER 31

(Extracted from the Reporting Accountants’ Report)

Year Ended

31 July, 2008

N ‘000

2007 N ‘000

2006

N ‘000

2005

N ‘000

2004

N ‘000

Balance Sheet

Total Assets 1,205,102 1,143,783 73,613 (128,981) (47,374)

Share Capital 325,000 325,000 250,000 250,000 120,000

Shareholders Funds 1,205,102 1,143,783 73,613 (128,981) (47,374)

Profit & Loss Account

Turnover 4,244,780 4,907,540 3,512,201 1,417,582 180,244

(Loss)/Profit Before Taxation 80,070 (175,901) 16,151 (232,296) (136,214)

Taxation (18,768) 27,591 (16,295) (8,132) (26,923)

(Loss)/Profit After Taxation 61,302 (148,310) (144) (240,428) (164,337)

Dividend Per Share (Kobo) Nil Nil Nil Nil

Earnings per Share (Kobo) 9 (23) (0) (48) (68)

NOTE: A bonus of one new share for every five ordinary shares held was declared in May 2008.

24. FORECAST OFFER STATISTICS FOR THE YEARS ENDING DECEMBER 31

(Extracted from the Reporting Accountants’ Report)

Year Ended

31 Dec 2009 N’000

31 Dec 2010 N’000

31 Dec 2011 N’000

Gross Revenue 29,100,441 41,016,621 52,942,115

Operating Expenses 27,406,244 38,850,927 50,188,273

EBITDA 1,694,197 2,165,694 2,753,842

Depreciation 557,892 625,505 567,401

Profit Before Taxation 578,105 840,152 1,277,422

Estimated Taxation 184,994 268,849 408,775

Profit After Taxation 393,111 571,303 868,647

Proposed Dividend - 250,000 800,000

Retained Earnings 393,111 321,303 68,647

Forecast EPS (kobo) 24.57 35.71 54.29

Forecast Earnings yield at the Offer Price (%) 2.14% 3.10%

4.72%

Forecast DPS(kobo) - 15.63 50

Forecast Dividend yield at the Offer Price (%) - 1.36%

4.35%

Forecast Price/Earnings ratio at the Offer Price (Times) 46.81

32.71

21.18

Forecast earnings and dividend per share for the year ending 31 December 2009, 2010 and 2011 are based on 1,600,000,000 issued ordinary shares of 50 kobo each that will be in issue upon completion of offer.

Year Ended 31st December


3.0 DIRECTORS AND PARTIES TO THE OFFER

DIRECTORS

Mr. Tajudeen Fola Adeola; mni, OFR (Chairman) 5a, Second Avenue, Ikoyi Lagos

SOLICITORS TO THE OFFER

Dapo Akinosun & Co. 9th Floor, Fortune Towers 27/29, Adeyemo Alakija Victoria Island Lagos

Mr. Ibrahim Boyi (Managing Director/CEO) 5a, Second Avenue Ikoyi

Lagos

STOCKBROKERS TO THE OFFER

APT Securities Limited Church House (3rd Floor)

29, Marina Lagos

Mr. Ibrahim Dikko (Deputy Managing Director) 5a, Second Avenue Ikoyi Lagos

Camry Securities Limited

Wesley House Annex 21/22, Marina Lagos

Chief (Dr.) Michael Ade Ojo, OON 329, Ikorodu Road Lagos

Century Securities Limited Bookshop House (2nd Floor) 50/52, Broad Street Lagos

Alhaji Ali El-Nafaty

2nd Avenue , 4th Street Block A, Flat 1, Games Village

FCT Abuja

Cordros Capital Limited

16, Amodu Ojikutu Street, Off Bishop Oluwole Street Victoria Island

Lagos

Admiral Adetoye Sode (Rtd.), CON

8A Oladipo Diya Close, Osborne Scheme Ikoyi Lagos

Crossworld Securities Limited

3rd Floor, Bull Plaza 38/39, Marina Lagos

Mr. Mahmud Tukur Kariko Towers 9, Wharf Road, Apapa Lagos

Crownwealth Assets Management Limited Safetrust Centre 18, Keffi Street South-West Ikoyi Lagos

COMPANY SECRETARY Mr. Adolphous Akwumakwuhie

5a, Second Avenue Ikoyi Lagos

Equity Capital Solutions Limited

2, Davies Street Marina Lagos

JOINT ISSUING HOUSES


AIICO House, 3rd Floor PC 12, Afribank Street Victoria Island Lagos


124, Norman Williams Street South west Ikoyi Lagos

F & C Securities Limited

13, Ribadu Road, Off Awolowo Road Ikoyi Lagos Finmal Finance Services Limited

7th Floor, Unity Bank Towers Plot 785, Herbert Macaulay Way Central Business District Abuja

SOLICITORS TO THE COMPANY

S.O. Ephraim-Oluwanuga & Co. 55, Oyo Road Coca Cola Area Ibadan

GTI Capital Limited

Stock Exchange House (20th floor), 2/4, Customs Street Lagos


DIRECTORS AND PARTIES TO THE OFFER (cont’d)

STOCKBROKERS TO THE OFFER (CONT’D)

Integrated Trust and Investment Limited

2nd Floor, 61, Marina Lagos

REGISTRARS TO THE OFFER

Meristem Registrars Limited 305, Herbert Macaulay Road

Yaba Lagos


124, Norman Williams Street South West, Ikoyi, Lagos

RECEIVING BANKS

Afribank Nigeria Plc Afribank Plaza, 51/55, Broad Street Lagos

Monument Securities & Finance Limited

21, Boyle Street, Onikan Lagos

First Bank of Nigeria Plc

Samuel Asabia House 35, Marina Lagos

Pilot Securities Limited

4th Floor, Wing E, Elephant Cement House Central Business District, Alausa Ikeja Lagos

Sterling Bank Plc

Sterling Tower 20, Marina Lagos

Security Swaps Limited

1st Floor, Okoi Arikpo House 5, Idowu Taylor Street Victoria Island Lagos

UNDERWRITERS


AIICO House, 3rd Floor PC 12, Afribank Street Victoria Island Lagos

Tiddo Securities Limited 1st Floor, Left Wing Labour/NSITF House Central Area Abuja


124, Norman Williams Street South West, Ikoyi Lagos

REPORTING ACCOUNTANTS

S I A O (Chartered Accountants) 18B, Temple Road Ikoyi Lagos

AUDITORS

PriceWaterHouseCoopers (Chartered

Accountants)

252E, Muri Okunola Street Victoria Island Lagos


4.0 STATUTORY AND GENERAL INFORMATION

HISTORY AND BUSINESS OF THE COMPANY

Eterna Oil & Gas Limited was incorporated on 13th January, 1989 as a private limited liability company under the Companies Act of 1968, in the main, to offer diversified marketing and technical services to carefully selected areas of the down stream sector of the Nigerian Oil Industry. The Company, which commenced business in 1991 was converted and re-registered as a public limited Company in 1997.

To actualize its objectives the Company set out to engage in the following core activities amongst others: • Manufacturing and marketing of lubricating oils and petrochemicals in Nigeria and abroad. • Development of retail and industrial network for the sale of petroleum products. • Exportation and importation of petroleum products. • Third party engineering/technical services for companies in the oil industry; and • Marine transportation by barges/tug boats through leasing to third parties.

In a bid to achieving its objectives and carving a niche for itself as a manufacturer and marketer of reliable, efficient and high quality oil products, the Company in 1991 established a technical trading relationship with Castrol of the United Kingdom – the pioneers in lubricant technology and the manufacturer of world renowned Castrol lubricating oils and specialty chemicals. With the birth of this new relationship and by virtue of a distributorship agreement, the company was given an exclusive right to import and market Castrol products in Nigeria and the ECOWAS sub-region.

With the wide acceptance of the product in the Nigerian market and the need to expand its share of the lubricants market, while maintaining the usual Castrol quality standard, the Company in 1992 entered into a third party blending arrangement with Texaco Nigeria Plc for the local manufacturing of Castrol products utilizing Texaco’s spare production capacity. The Company’s range of products number well over 60 including Automotive lubes (Castrol GTX, HD 40, RX Super Max, industries lubes etc.) Brake fluid; Automatic Transmission Fluid, white products (Petrol, Diesel, Kerosene etc.).

With the above in mind and coupled with various limiting constraints experienced under the aforementioned blending arrangement and against the Company’s ever increasing market, the Company resolved to put its destiny in its hands by constructing its own Lubricants Manufacturing Plant that will refocus on its widely acclaimed high quality products backed by investment in Research & Development and Information technology. The Company commenced construction work on its ultra modern factory in December 1995 with a loan of $940,000 from the International Finance Corporation [IFC] internally generated revenue and technical support from Castrol, to which well over N200 million has so far been committed. The factory which occupies a sprawling

land mass of almost five hectares in Sagamu area of Ogun State along the ever busy Lagos /Ibadan expressway and which is run by Eterna Industries Limited, a subsidiary of the Company has been completed and commenced production. The plant has a state-of the-art laboratory with hi-tech equipments which will ensure that the usual Castrol international quality standard is maintained.

The plant is the third plant in Africa to exclusively manufacture Castrol products and will be the only one to cater for the West African markets, apart from those in South Africa and Zimbabwe. This plant will be the first plant in Nigeria to exclusively focus on high quality and high performance products that have been the hallmark of Castrol worldwide. This will further secure the Company’s position amongst multinational lubricants manufacturers. BUSINESS EXPANSION

Eterna Plc intends to significantly expand its retail network in the coastal areas in order to enhance its cashflow and profitability. To this effect, the Company recently acquired a Coastal Tank Farm in Lagos with a capacity of 34 million litres. This acquisition will further increase the Company’s capacity in the area of product storage. In addition, the Company has embarked on the development of a Coastal Storage facility in Ikot Abasi, Akwa Ibom State, which is to serve the petroleum products needs of the Eastern and Southern markets.This will strengthen the Company’s position as a major player in this part of the country. The Chanchangi Aviation fuel depot acquisition as well as anticipated investments in Mid/Upstream businesses and establishment of more retail outlets at strategic locations across the country, are some of the projects being embarked upon by the Company.


STATUTORY AND GENERAL INFORMATION (cont’d)

SOME IMPORTANT LANDMARKS

� 1991 - Signed a technical and commercial agreement with Castrol of the United Kingdom - the pioneers in lubricant technology and the manufacturers of Castrol Lubricating oils and specialty chemicals and commenced marketing of Castrol products in Nigeria.

� 1995 - Commissioned its 1st modern retail outlet in Abuja and signed its BPA with PPMC.

� 1996 - Secured part funding from the IFC to build the first Castrol certified 35,000MT capacity lube blending plant in Sub-Saharan Africa at Sagamu Interchange.

� 1998 - Company became a Public Limited Company and its shares listed on NSE - first fully home grown publicly quoted integrated petroleum products marketing company.

� Between 1998 and 2001- Became a recognizable supplier of lubes and fuels with a portfolio of decent and reputable business entities.

� 2001 - Became the leading marine lubricants seller in Nigeria.

� Between 2001 and 2003- Attempted the acquisition of African Petroleum Plc (AP) together with Sadiq as co-core investors as part of its expansion drive. The attempt flopped and threw the company into a financial spin and distress, claiming its major revenue assets (stations) at Abuja and Lagos.

� August, 2004- A group of investors approached the Company to acquire a strategic stake of not less than 30% of its equity.

Subsequently, the new investor (Lenux Integrated Resources Limited) was admitted and offered management control.

� January 2005- commenced restructuring, re-engineering and turnaround activities on the Company’s facilities.

� In 2006, Eterna won the prestigious Pearl Award for achieving the Highest Turnover Growth amongst publicly quoted companies.

� 13th February 2007- the organisation re-branded to parade a new corporate identity. This also included the unveiling of new logo and lubricants.

� In April 2007, the Company raised fresh capital from its shareholders to boost its activities and competitiveness through an issue of 150 million shares of 50 kobo each at N9.95 per share (N1.495b). The issue was 230% subscribed.

� January 2008 the SON acknowledged and certified Eterna’s Quality Management System as scrupulously meeting the requirements of the NIS ISO 9001: 2000 standard.

� Eterna has consistently demonstrated a desire to be recognized for the quality of her output either as finished goods or services rendered to customers. It was this pursuit of excellence that led Eterna to seek a partnership with BP-Castrol, a foremost international manufacturer of lubricant renowned for their world class processes and procedures and products.

� These relationships over the years highlighted the need for a structured approach to measure and improve our internal processes and procedures to enable us constantly match the highest levels of performance required by our partners. After due consideration, it was decided that the International Standard Organization’s methodology represented the most widely recognized and accepted measure.

� The benefits of the SON Certification has been immense and immediate as there have been improvements in documentation and general approach to work which has further led to a better understanding, appreciation and compliance of all departments.

� Today, Eterna stands as the first fully home grown publicly quoted integrated petroleum products marketing company to achieve the ISO Certification in accordance with the ISO 9001: 2000 standard, making it the toast of discerning investors.



BUSINESS ACTIVITIES

Eterna Plc engages in the manufacturing and sale of lubricating oils and petrochemicals, importation and bulk/retail sale of petroleum products including PMS, AGO, LPFO, base oils, bitumen and export of lubricants/fuels, bunkering, Gas distribution and marketing LPG and NG, Offshore and Onshore oil services, gas processing, equipment supply services and other engineering and technical services for the energy sector. The Company has acquired varied experience over the years in the energy business and is repositioning its operations in response to the competitive challenges in the energy industry. The Company is taking advantage of strategic opportunities to meet the needs of customers and increase returns to shareholders.

Arising from its technical trading relationship with Castrol, the Company blends and supplies Castrol marine lubricants to the shipping industry. The Company also produces high quality/high performance industrial and automotive lubricants. Eterna also has the franchise for the supply of Castrol control fluids, detergents and SPD products to Oil Exploration and Production companies within the West African sub-region.

The company is also making strategic investments in storage facilities (evidenced by the recent acquisition of a tank farm at Ibafon, Lagos state), LPG infrastructure as well as in refineries to capture our essence as an energy Company. OUR LINE OF BUSINESS

Fuel Stations The Company has secured strategic sites across the country and is developing a retail presence as a petroleum products marketer evident in its network of fuel stations. Currently, the Company has eight (8) operating retail outlets located in Lagos, Kaduna and Abuja respectively. Work has also commenced on

another mega station in Port Harcourt. To increase the profitability of this product line, the Company recently acquired its own petroleum storage depot in Apapa and is also in the final negotiations to acquire land for the construction of a multipurpose storage depot in Ikot Abasi in Akwa Ibom State. The Company’s retail stations are an embodiment of the quality, integrity, safety convenience and aesthetics which the Eterna brand represents. Upstream Products

Eterna Plc recently diversified into the sales of SPD fluids with the intention of embarking upon the local production of various grades of these fluids. The Company’s diversification into this line of products is expected to compliment both its marine and subsea products line. Some of the Company’s upstream products include:

• Transaqua HT • Brayco Micronic SV • Turbo-k Turbine Detergents

• SPD Surface, Production & Drilling Specialty Lubricants Marine, Automotive & Industrial Products (fuels, lubricants, hydraulics and greases)

The Company has continued to maintain its lead in the marine lubricants business in Nigeria a feat strengthened by the Marine Lubricants Manufacturing and Sale Agreement which it entered into in 2006. Eterna Plc’s state-of-the arts lubricants manufacturing plant in Sagamu was supervised by Castrol and certified to blend Castrol lubricants. This has an annual capacity of 45,000MT on three shifts. Major consumers of these products include reputable shipping companies, fishing trawlers and oil servicing firms. The plant is the second of two plants certified by Castrol in Africa to service the West African market. The Company is also exploring plans to open other west coasts channels to effectively service clients across the Niger Delta region.

Eterna Plc is the proud producer of the following lubricants in Nigeria:



• Castrol Marine Lubricants (engine oils, hydraulics, cylinder oils, compressor oils, turbine oils, refrigerating

oils and greases). • Automotive and Industrial Lubricants (engine oils, gear oils, circulatory oils, hydraulics and greases).

Power Generation Lubricants

The Company is also engaged in the marketing of transformer oils.

Aviation Lubricants

Castrol Aviation Lubricants is another product marketed by Eterna.

Toll Blending Arrangement

Eterna offers toll blending services for selected ranges of lubricants, hydraulics and greases.

LPG, Natural Gas and Associated Products

The Company has commenced strategic investments in the distribution of natural gas.

Strategic Alliance

Eterna is developing strategic alliances for various franchising opportunities that cover building of trailer parks,

convenience stores, amongst others. PREMISES

The Head office is situated at 5a, Second Avenue, Ikoyi, Lagos. The details of the premises are given hereunder:

NO. LOCATION OF PROPERTY UNEXPIRED PERIOD

1. Lube Blending Factory KM 62, Lagos Ibadan Expressway Sagamu

Freehold

2. Petroleum Products Depot Ibru Complex, Apapa-Oshodi Expressway, Lagos

Freehold

3. Aviation Fuel Depot Airport Road, Abuja

Freehold

4. Petrol Retail Outlet Alakija, Amuwo Odofin, Lagos

Freehold

5. Petrol Retail Outlet Aliyu Makama Road, Barnawa, Kaduna

8 years

6. Petrol Retail Outlet Plot 1031 Obafemi Awolowo Way, Utako District Abuja

18 years

7. Petrol Retail Outlet Wuye, Abuja

18 years

8. Landed Property Plot 184a, Trans Amadi Industrial Layout Port Harcourt

32 years

9. Head Office Property 5a, Second Avenue, Lagos

1 year



RISKS AND MITIGATING FACTORS

The business activities of the Company are subject to risks as well as other factors which may affect the

Company’s future performance. The principal risk factors which investors should consider before making a decision on whether or not to participate in this Public Offer include, but are not limited to:

Political Risks:

The operations of Oil and Gas Companies could be adversely affected by the uncertainties that characterize Nigeria’s political environment, especially as it pertains to policy changes by the FGN.

Mitigating factor(s)

Under the current dispensation, the political environment has been relatively stable and it is hoped that this will continue. Furthermore, the Company would be proactive and seek to position itself favourably, ahead of any changes in the political environment.

Sectoral / Industrial Risks:

Constant vandalisation of installation and infrastructures pose a great threat to the success and future growth of the industry. Pipelines continue to suffer untold destruction by vandals across the country.

Mitigating factor(s)

Both the immediate past political dispensation as well as the present government of President Yar’ Adua have intensified efforts to control the unrest in the Country.

Currency Risk

The Company faces the risk of fluctuation in the exchange rate between the Naira and other foreign currencies. This arises primarily because Eterna relies on the importation of most of its petroleum products;

Mitigating factor(s):

The CBN has resolved and succeeded in maintaining exchange rate stability over the past twenty four (24) months. Furthermore, the increasing size of foreign exchange reserves and persistent high prices of fuel will ensure the domestic currency does not lose value.

Specific / Company Risks:

The Petroleum Marketing Industry in which the Company operates is faced with a lot of challenges such as low profit margin in the sector, the various government policies on pricing of petroleum products as well as changes in

government regulations on importation of refined products in the past years.

Mitigating factor(s):

The partial deregulation policies of recent governments in the country have significantly improved the income margins of operators in the sector.

RESEARCH AND DEVELOPMENT

Eterna believes in Research and Development to ensure that its products are the best available in the market. However as at date is yet to incur any expenditure in this regard, as the final blueprint is being finalized.

CORPORATE GOVERNANCE

Eterna Plc is a Company that ensures and sustains high standards of Corporate Governance in its dealings, the intention being to exceed “minimum requirements” with due consideration to international trends and codes. Thus, the provisions of the “Code of Best Practices on Corporate Governance” are adhered to as part of the Company’s recognition of the demands of its own brand and promise, international standards of best practices and in particular, requirements for publicly quoted companies in Nigeria.

Responsibility of the Board of Directors

The Company is fully compliant with all the duties and responsibilities stated under Part (A), (B) and (C) of the Code.



Composition of the Board

The Board is composed of seven Directors. The board members are professionals and entrepreneurs with vast experience and credible track records. To enhance corporate governance, Board sub-committees are constituted to help the Board properly assess management reports, proposals and oversight functions and make recommendations to the main Board. There are Board sub-committees for Establishment and Tenders (with Mr. Mahmud Tukur and Admiral Adetoye Sode as members), Finance and Investments (with Otumba Femi Deru and

Mr. Ibrahim Dikko as members) and Audit Committee (with Otumba Femi Deru, Mr. Ibrahim Dikko, Mr. M.O.T Olayiwola and Mr. R.I. Igwe as members). The Board Establishment Committee fixes the remuneration of Executive Directors and Management Staff for ratification of the full Board.

Chairman and CEO Positions

Responsibilities at the managerial level of the Company are well defined. The position of the Chairman who is not involved in the day- to-day operations of the Company, is distinct from that of the Chief Executive Officer.

Proceedings and Frequency of Meetings

The Board meets regularly at least once in a quarter. Sufficient notices with clear agenda/report are given ahead of such meetings. All Directors have access to the Company Secretary who can only be appointed or removed by the Board and is also responsible to the Board.

Non-Executive Directors

Non-executive Directors of the Company are of strong caliber and contribute actively to Board deliberations and decision-making. However, non-executive Directors are not appointed for a fixed period. There is a requirement in the Company’s Article 83 (2) whereby one-third of non-executive Directors retire by rotation at every AGM.

Directors’ Remuneration

The remuneration of the Chief Executive Officer is fixed by the Board. The Board Establishment Committee is chaired by a non-executive Director and is composed of other non-executive Directors and executive Directors. Full disclosure is provided for Directors remuneration, that is, highest paid Director, remuneration of Chairman.

Reporting and Control

The Board is responsible for and ensures proper finance reporting as well as establishment of strong internal control procedures. The Company has in place a Board Audit Committee comprising of executive and non-executive directors and representatives of Shareholders. The Audit Committee is chaired by a Shareholder.

Shareholders Rights and Privileges

The Directors ensure that Shareholder’s general and statutory rights are protected at all times. Shareholders are responsible for electing the Directors at Annual General Meetings for which at least notice of twenty one working days has been given before the meeting.

FUTURE OUTLOOK

• Proposed launching of its branded products and creative retail networks nationwide- This will serve as a great area of growth and profitability.

• Comprehensive strategy on Gas and Power- Eterna was recently approved as a strategic off- taker for NNPC’s equity LPG. This development is in tune with the Company’s strategy for LPG development which involves LPG storage terminal and filling plants development.

• Strategic Investment opportunities- In view of Eterna’s need for integration along the supply chain of the Oil and Gas sector, the Company is pursuing strategic investment opportunities in refineries and is also launching a major initiative in consolidating its upstream services and evaluating opportunities for acquisition of upstream assets.

• Sustainable Investments in cleaner energy products- In line with Eterna’s “Green Culture”, the Company intends to continue to explore opportunities for sustainable investments in cleaner energy products such as Gas, Solar and Bio-fuel to complement the global efforts to reduce emissions and damage to the environment.

The strong brand, quality products of international standard as well as an efficient distribution network and management are Eterna Plc’s strength, which every investor should take advantage of. The Board and management team are positive about the future potentials of Eterna Plc and look forward to welcoming you as a shareholder of Eterna Plc.


The shares of Lenux Integrated Resources Limited are owned equally by five (5) shareholders (four (4)

of whom are Directors of Eterna Plc), namely; Mr. Tajudeen Fola Adeola mni, OFR, Mr. Ibrahim Boyi, Mr. Ibrahim Dikko, Mr. Mahmud Tukur and Mr. Ahmed Rufa’i, each of whom holds 67,330,973 shares respectively, in the company.


Incorporation and Share Capital History

Eterna Plc was incorporated on 13th January, 1989 as a private limited liability company under the name Eterna Oil and Gas Limited with an authorised share capital of 50,000 Ordinary shares of N1 each. The

authorized and issued share capital of the Company has been increased ten times and currently stands at N800, 000,000 divided into 1,600,000,000 Ordinary shares of 50kobo each of which 780,000,000 Ordinary shares of 50kobo each are issued and fully paid. The nominal value of N1.00 of per share was subdivided into ordinary shares of 50kobo each on 4th November 1997. Simultaneously, the Company was converted and re-registered as a public limited Company. At the Annual General Meeting of the Company held on 24th July 2007, a resolution changing the name of the Company to Eterna Plc was passed.

As at the date of this Prospectus, the Company had an authorized share capital of N800, 000,000 and a paid-up capital of N390, 000,000. The initial share capital at incorporation and subsequent changes thereon are summarised below:

YEAR AUTHORISED (N) ISSUED & FULLY PAID-UP (N) CONSIDERATION INCREASE CUMULATIVE INCREASE CUMULATIVE

1989 50,000 50,000 50,000 50,000 Cash

1990 1,950,000 2,000,000 1,950,000 2,000,000 Cash

1991 10,000,000 12,000,000 10,000,000 12,000,000 Cash

1992 8,000,000 20,000,000 2,000,000 14,000,000 Bonus

1993 - 20,000,000 6,000,000 20,000,000 Cash

1995 50,000,000 70,000,000 5,000,000 25,000,000 Bonus

1995 - 70,000,000 33,123,000 58,123,000 Cash

1996 - 70,000,000 9,338,000 67,461,000 Bonus

1997 - 70,000,000 2,539,000 70,000,000 Cash

1998 30,000,000 100,000,000 30,000,000 100,000,000 Cash

2001 20,000,000 120,000,000 20,000,000 120,000,000 Bonus

2002 130,000,000, 250,000,000 - 120,000,000 -

2005 125,000,000 375,000,000 118,000,000 238,000,000 Cash

2005 - 375,000,000 12,000,000 250,000,000 Bonus

2007 - 375,000,000 75,000,000 325,000,000 Cash

2008 225,000,000 600,000,000 65,000,000 390,000,000 Bonus

2009 200,000,000 800,000,000 - 390,000,000 -

Directors Beneficial Interest

The direct and indirect interests of the Directors of Eterna Plc in the issued share capital of the Company as

recorded in the register of members as at 15th February, 2008, were as follows:

S/N Names of Directors Direct Holdings

Indirect Holdings

Total Percentage

1 Mr.Tajudeen Fola Adeola, mni; OFR - 67,330,973 67,330,973 8.63%

2 Mr.Ibrahim Boyi - 67,330,973 67,330,973 8.63%

3 Mr. Ibrahim Dikko 1,560,000 67,330,973 68,890,973 8.83%

4 Alhaji Aliyu El-Nafaty - 6,766,682 6,766,682 0.87%

5 Admiral Adetoye Sode (Rtd) CON 1,200 1,415,041 1,416,241 0.18%

6 Chief (Dr) Michael Ade Ojo, OON 33,141,305 - 33,141,305 4.25%

7 Mr. Mahmud Tukur - 67,330,973 67,330,973 8.63%

34,702,505 277,505,616 312,208,121 40.03%

Shareholding Structure

As at date of this Prospectus, the fully paid up ordinary share capital of the Company was N390,000,000 divided into 780,000,000 ordinary shares of 50kobo each and were beneficially held as follows:

S/N SHAREHOLDER NO OF ORDINARY SHARES HELD PERCENTAGE HOLDINGS

1. Lenux Integrated Resources Limited 336,654,865 43.16

2. General Public 443,345,135 56.84

TOTAL 780,000,000 100.00



Subsidiaries and Associated Companies

As at the date of the prospectus, the Company had two subsidiaries, details of which are:

Eterna Industries Limited 99.98% Eterna Marine and Services Limited 100%

Declaration

Except as otherwise disclosed in this Prospectus:

i. No share of Eterna is under option or agreed conditionally or unconditionally to be put under put option;

ii. No commissions, discounts, brokerages or other special terms have been granted by Eterna to any person in connection with the Offer or sale of any share of the Company;

iii. Save as disclosed herein, the directors of Eterna have not been informed of any holding representing 5% or more of the issued share capital of the Company;

iv. There are no founders’, management or deferred shares or any options outstanding in Eterna;

v. There are no material service agreements between Eterna or any of its Directors and employees other than in the ordinary course of business.

vi. There are no long term service agreements between Eterna and any of its Directors and employees other than in the ordinary course of business; and,

vii. No Director of the Company has had any interest, direct or indirect, in any property purchased or proposed to be acquired by the Company in the five years prior to the date of this Prospectus;

It is further declared that to the best of knowledge of Directors of Eterna, as at 27 May,2008, that none of its Shareholders, Directors and key management personnel has been involved in any of the following (whether in or outside Nigeria):

i. A petition under any bankruptcy or insolvency laws filed (and not struck out) against such person or any partnership in which he was a partner or a Company of which he was a Director or key personnel;

ii. A conviction in a criminal proceeding or is named subject of pending criminal proceedings relating to fraud or dishonesty; and,

iii. The subject of any order, judgement or ruling of any court of competent jurisdiction or regulatory body relating to fraud or dishonesty, restraining him from acting as an investment adviser, dealer in securities, director or employee of a financial institution and engaging any type of business practice or activity.

Material Contracts

The following contracts have been entered into and may be material to this Offer:

• A Blending and Marketing Agreement dated 6th November 2006, was entered between Castrol Limited on the first part and Eterna Plc on the second part. Castrol Limited has agreed to appoint Eterna Plc as a blender, packager and distributor of Castrol marine lubricants on a non-exclusive basis.

• A Vending Agreement dated April 8, 2009 under the terms of which the Issuing Houses have agreed to offer 287,000,000 Ordinary Shares of 50 kobo each at N11.50 per share and Rights Issue of 533,000,000 Ordinary Shares of N9.95 per share in Eterna Plc.

• A Bridging Finance Agreement between Eterna Plc and Radix Capital Partners Limited and Meristem Securities Limited to the tune of N2 billion and N2.5 billion, respectively.

• An Underwritting Agreement dated April 8, 2009 under which Radix Capital Partners Limited and Meristem Securities Limited have agreed to fully underwrite 80% of the Offer on a firm commitment basis.

Other than as stated above, the Company has not entered into any material contracts except in the ordinary course of business.



Claims and Litigation

The Company in its ordinary course of business is currently involved in three (3) suits. Two of these suits are instituted against the Company with a total estimated claim of N5,270,000.00. The Solicitors are of the opinion that the contingent liability of N5,270,000.00 that may arise from the cases pending against the Company is not material to the Company or the Offer. The third suite is instituted by Eterna and the claim is for the sum of N6,758,768.50.

Statement of Indebtedness:

Eterna Plc does not have outstanding debentures, mortgages, loans, charges or similar indebtedness other than those incurred in the ordinary course of business. However, the Company has a bridge finance facility of N 4.5billion obtained for the acquisition of its tank farm in Ibafon.

Costs and Expenses

The costs, charges and expenses of and incidental to the Offer including fees payable to the professional parties, brokerage commission and printing expenses are estimated at N406,302,750.00 or 4.72% (of the gross Offer proceeds and are payable by the Company and deductible from the monies raised by the Company.

Relationship between the Issuer, Issuing Houses/other Advisers

As at the date of this Prospectus, Chief (Dr.) Michael Ade Ojo, OON, a Director of Eterna Plc is also a Director of Meristem Securities Limited, one of the Joint Issuing Houses and Stockbrokers to the Offer.

Compliance with the code of Corporate Governance

Eterna Plc is in compliance with the code of corporate governance as it relates to its operations. See page 13 and 14 for details.

Consents

The following have given and have not withdrawn their consents to the issue of this Prospectus and to have their names mentioned in the form and context in which they appear therein:

DIRECTORS Mr. Tajudeen Fola Adeola; mni, OFR (Chairman) Mr. Ibrahim Boyi (Managing Director/Chief Executive Officer)

Mr. Ibrahim Dikko (Deputy Managing Director) Chief (Dr.) Michael Ade Ojo Alhaji Ali El-Nafaty Admiral Adetoye Sode (Rtd.), CON Mr. Mahmud Tukur Mr. Adolphous Akwumakwuhie (Company Secretary)

ISSUING HOUSES Radix Capital Partners Limited Meristem Securities Limited

SOLICITORS TO THE COMPANY S.O. Ephraim-Oluwanuga & Co.

SOLICITORS TO THE OFFER Dapo Akinosun & Co.

STOCKBROKERS TO THE OFFER APT Securities Limited Camry Securities Limited Century Securities Limited Cordros Capital Limited

Crossworld Securities Limited Crownwealth Assets Management Limited

Equity Capital Solutions Limited



F & C Securities Limited Finmal Finance Services Limited GTI Capital Limited

Integrated Trust and Investment Limited Meristem Securities Limited Monument Securities & Finance Limited Pilot Securities Limited Security Swaps Limited

Tiddo Securities Limited

REPORTING ACCOUNTANTS SIAO (Chartered Accountants)

AUDITORS PriceWaterHouseCoopers (Chartered Accountants)

REGISTRARS TO THE OFFER Meristem Registrars Limited

RECEIVING BANKS Afribank Nigeria Plc

First Bank of Nigeria Plc Sterling Bank Plc

UNDERWRITERS Radix Capital Partners Limited


Documents Available for Inspection

Copies of the following documents may be inspected at the offices of Radix Capital Partners Limited, AIICO House, 3rd Floor PC 12, Afribank Street, Victoria Island, Lagos and Meristem Securities Limited, 124, Norman Williams Street, Ikoyi, Lagos during normal business hours on any weekday (except public holidays), throughout the duration of the Offer:

(a) Certificate of Incorporation of the Company;

(b) A copy of the Memorandum and Articles of Association of the Company, duly certified by the Corporate Affairs Commission;

(c) The Prospectus issued in respect of the Public Offer;

(d) Shareholders’ Resolution dated 5th June 2008 authorising the Offer;

(e) Board Resolution dated 3rd March, 2009 recommending the Offer;

(f) The Certificate of registration of increase in share capital obtained from the Corporate Affairs Commission;

(g) The audited accounts of the Company for each of the four years ended, 31st December 2004, 2005, 2006, 2007 and for the period ended 31st July, 2008;

(h) The Report of Messrs SIAO (Reporting Accountants) on the audited accounts of the Company for each of the four years ended, 31st December 2004, 2005, 2006, 2007 and for the period ended 31st July, 2008;

(i) The Memorandum of Messrs SIAO (Reporting Accountants) on the Profit Forecast of the Company for the three years ending 2010;

(j) The list of Claims and Litigation referred to above;

(k) The Material Contracts referred to above;

(l) The written Consents referred to above.


5.0 PROCEDURE FOR APPLICATION AND ALLOTMENT

Please adhere to the following instructions as applications which do not comply will be rejected:

(i) An application must be made on the Official Application Form.

(ii) Subscriptions for the shares will commence from April 22, 2009 to April 30, 2009. Applications

must be made for a minimum of 1,000 shares and 100 shares thereafter. The number of shares for which application is made and the full payment due in respect thereof by cheque or bank draft should be entered in the boxes provided.

(iii) Every applicant or joint applicants (as may be applicable) must write his or her full names, address and occupation on the Application Form. An application from a corporation must bear its seal and completed under the hand(s) of a duly authorised official(s) who should state his (their) designation(s).

(v) Each applicant should forward his/her Application Form with the cash, cheque, certified cheque,

bank draft or evidence of money transfer for the full amount of the purchase price to Radix Capital Partners Limited, AIICO House, 3rd Floor, PC 12, Afribank Street, Victoria Island, Lagos or Meristem Securities Limited, 124 Norman Williams Street, Ikoyi, Lagos as well as any of the Receiving Agents listed on page 20. All cheques must be crossed and marked “ETERNA Offer”. All cheques and drafts will be presented upon receipt and all applications in respect of which cheques are returned unpaid will be rejected.

(vi) An application from a pension or provident fund must be in the name of each individual trustee

unless the trustee is a limited liability company.

Allotment

ETERNA PLC reserves the right to reject any application found to be irregular. All irregular applications will be rejected in full.

E –Allotment/ Share Certificate

E-allotment/ Share certificates in respect of the shares allotted will be sent by electronic-transfer to the CSCS account of allottees not later than 15 working days from the date the allotment is approved by SEC. Investors are hereby advised to state the name of their stockbroker, CSCS Account Number as well as their CSCS Clearing House Number in the space provided on the Application Form.

However, Investors without CSCS account numbers are strongly advised to open CSCS account with their stockbrokers but will receive certificates for this Offer by registered post not later than 15 working days from date of allotment.

Application Monies

The Receiving Banker will retain all application monies in a separate interest yielding bank account pending the allotment of the shares. If any application is not accepted, or is accepted for fewer shares than the number applied for, the full amount or the balance of the amount paid (as the case may be) will be returned by registered mail within five working days from the date of allotment. Where monies are not returned within the stipulated period, accrued interest will be paid at a rate not below MPR+1 on return monies.


6.0 RECEIVING AGENTS Completed Application Forms for which cash or bank drafts / cheques for the full amount payable may be submitted to any of the following Receiving Agents duly

registered as market operators by SEC, to whom brokerage will be paid at the rate of 75 kobo per N100 worth of shares allotted in respect of applications bearing their stamps. The Joint Issuing Houses can not accept responsibility for the conduct of any of the institutions listed below. Investors are therefore advised to

conduct their own independent enquiries before choosing an agent to act on their behalf. Evidence of lodgment of funds at any of the Receiving Agents listed below, in the absence of corresponding evidence of receipt by the Issuing Houses, can not give rise to a liability on the part of the

Issuing Houses under any circumstances.

BANKS Access Bank Plc First Inland Bank Plc Stanbic IBTC Bank Plc

Afribank Nigeria Plc Guaranty Trust Bank Plc Standard Chartered Bank Limited

Diamond Bank Plc Intercontinental Bank Plc Sterling Bank Plc

Ecobank Nigeria Plc Oceanic Bank International Plc United Bank for Africa Plc

Equitorial Trust Bank Ltd Platinum Habib bank Plc Union Bank of Nigeria Plc

Fidelity Bank Plc Citibank Nigeria Limited Unity Bank Plc

First Bank of Nigeria Plc Skye bank Plc Wema Bank Plc

First City Monument Bank Plc Spring Bank Plc Zenith Bank Plc

STOCKBROKERS AND OTHERS AAA Stockbrokers Ltd First Stockbrokers Ltd Pilot Securities Limited

Adamawa Securities Ltd FIS Securities Ltd Pinefields Investment Services Ltd

Afribank Capital Markets Limited Foresight Securities Investments Ltd

Premium Securities Ltd

AIL Securities Ltd Forte Asset Management Ltd Professional Stockbrokers Ltd Alangrange Securities Limited Forthright Securities & Investments Ltd Pivot Trust & Investment Ltd

Alliance Capital Mgt co. Ltd Fountain Securities Ltd Profund Securities Ltd

Altrade Securities Ltd FSDH Securities Limited PSL Securities Ltd

AMYN Investments Ltd Future View Financial Services Ltd Pyramid Securities Ltd

Anchoria Investment & Securities Ltd Gidauniya Investments & Securities Ltd Quantum Securities Ltd

APT Securities & Funds Ltd Global Assets & Management Ltd Reading Investments Ltd

Associated Asset Managers Ltd Golden Securities Ltd Regency Assets Management Ltd

Atlas Portfolio Ltd Greenwich Trust Ltd Resano Securities Ltd

Belfry Investment & Sec. Ltd GTI Capital Ltd Resort Securities & Trust Ltd

Best Link Investment Ltd GT Securities Limited Reward Investments & Securities Ltd

Bestworth Assets & Trust Ltd Heartbeat Investments Ltd Rivtrust Securities Ltd

BFCL Assets & Securities Ltd Hedge Securities & Investments Ltd Rolex Securities Ltd

BGL Securities Ltd Horizon Stockbrokers Ltd Rostrum Investments & Securities Ltd

BSD Securities Ltd IBTC Asset Management Ltd Royal Crest Finance Ltd

Bytofel Trust & Securities Ltd ICMG Securities Ltd Santrust & Securities Ltd

Calyx Securities Limited ICON Stockbrokers Ltd Securities Solutions Ltd

Cashcraft Asset Management Limited Ideal Securities & Investments Ltd Securities Trading & Investment Ltd

Camry Securities Limited Independent Securities Securities Transaction & trust Co Ltd

Capital Assets Ltd Intercontinental Securities Ltd Security Swaps Ltd

Capital Bancorp Ltd Integrated Trust & Investments Ltd Shelong Investment Ltd

Capital Express Securities Ltd International Standard Securities Ltd Sigma Securities Ltd

Capital Trust Brokers Ltd Interstate Securities Ltd Signet Investments Securities Ltd

Calyx Securities Ltd. Investment Centre Ltd SMADAC Securities Ltd

Centre Point Investment Ltd Investment Masters & Trust Ltd Solid Rock Securities & Investment Ltd

Century Securities Ltd Jenkins Investment Ltd Spring Stockbrokers Limited

Chapel Hill Advisory Partners Limited Kapital Care Trust & Securities Ltd Springboard Trust & Investment Ltd

Clearview Investment Company Ltd. Kinley Securities Ltd Stanbic Equities Nigeria Ltd

Citi Investment Capital Limited Kundila Finance Services Ltd Stanwal Securities Ltd

City-Code Trust & Investment Co Ltd Lambeth Trust & Investment Co Ltd Strategy & Arbitrage Ltd

Compass Investment & Securities Limited LB Securities Ltd Summa Guaranty & Trust Co Ltd

Consolidated Investment Ltd Lead Capital Ltd Summit Finance Company Ltd

Cooper Fleming Stockbrokers Ltd Lighthouse Asset Management Ltd Supra Commercial Trust Ltd

Core Trust & Investment Ltd Lion Stockbrokers Limited TFS Securities Ltd

Cordros Capital Ltd Maclaize Trust & Securities Ltd

Counters Trust Securities Ltd Magnartis Finance & Investment Limited Tiddo Securities Ltd

Cowry Asset Management Ltd Marimpex Finance & Investment Ltd Tomil Trust Ltd

Crownwealth Assets Management Ltd. Marina Securities Ltd Topmost Finance & Investment Ltd

Crossworld Securities Ltd Maven Asset Management Ltd Tower Assets Management Ltd

CSL Stockbrokers Ltd Maxifund Investments & Securities Ltd Tower Assets Management Ltd

Davandy Finance & Sec. Ltd Mayfield Investment Ltd Tower Securities & Investment Co Ltd

De-Canon Investment Ltd MBC Securities Ltd Traders Trust & Investment Co Ltd

De-Lords Securities Ltd MBL Financial Services Ltd Trans Africa Financial Services Ltd

Denham Management Ltd Mega Equities Ltd Transworld Investment Ltd

Dependable Securities Ltd Mercov Securities Ltd Tropics Securities Ltd

Dynamic Portfolio Ltd Meristem Securities Ltd Trust Yield Securities Ltd

EBN Securities Ltd Metropolitan Trust Nigeria Ltd Trusthouse Investment Ltd

Emerging Capital Ltd Midas Stockbrokers Ltd TRW Stockbrokers Ltd

Empire Securities Ltd Midland Capital Markets Limited UBA Global Markets Ltd

Enterprise Stockbroker Plc Mission Securities Ltd UIDC Securities limited

ESL Securities Limited Molten Trust Ltd UNEX Securities & Investment Ltd

ESS Investment & Trust Ltd Mountain Investment & Securities Ltd Union Capital Markets Ltd

Eurocomm Securities Ltd Newdevco Finance Securities Ltd Valmon Securities Ltd

Excel Securities Ltd Nigerian International Securities Ltd Valueline Securities & Investment Ltd

Express Portfolio Services Ltd Nigerian Stockbrokers Ltd Vetiva Capital Management Limited

F & C Securities Ltd Omas Investments & Trust Ltd Vision Trust & Investment Ltd

Falcon Securities Ltd OMF Securities & Finance Ltd Viva Securities Ltd

FBN Capital Limited Options Securities Ltd Wizetrade Capital Asset Management Ltd

Finmal Finance Services Ltd P.S.I. Securities Ltd

WSTC Financial Services Ltd

Fidelity Union Securities Ltd Partnership Investment Co Ltd Yobe Investment & Securities Ltd

First Alstate Securities Peninsula Asset Management & Inv. Co. Ltd Zenith Securities Limited First Equity Securities Ltd Perfecta Investment Trust Ltd


PLEASE COMPLETE IN BLOCK LETTERS AND IN BLACK INK

o I am/We are 18 years of age or over. o I/We attach the amount payable in full on application for the above number

of Shares indicated in Eterna Plc. at N=11.50 per share. o I/We agree to accept the same or any smaller number of Shares in respect of which

allotment may be made upon the terms of the Prospectus dated Wednesday, April 8, 2009 and subject to the provisions of the Prospectus and Articles of Association.

o I/We authorise you to send a Share Certificate and/or a cheque for any amount overpaid, by registered post to the address given below and to procure registration in my/our name as the holder(s) of such number of Shares or such smaller number, as aforesaid

o I/We hereby declare that I/We have read a copy of the Prospectus dated Wednesday, April 8, 2009 issued by the Issuing House on behalf of Eterna Plc.

Application List Closes:

Thursday

April 30, 2009

Application List Opens:

Wednesday April 22, 2009

Surname / Company Name

Other Names (for Individual Applicants only

Full Postal Address

Daytime Telephone Number

City State

E-mail Address

Mobile (GSM) Telephone Number

GUIDE TO APPLICATION Number of Shares applied for Amount Payable 1,000 Minimum N11,500.00 Subsequent multiples of 100 N1,150.00

(RC124136)

Signature or Thumbprint Signature or Thumbprint Stamp of Receiving Agent Meristem Registrars Limited

7.0 APPLICATION FORM

ETERNA PLC OFFER FOR SUBSCRIPTION

of 287,000,000 Ordinary Shares of 50 kobo each at N11.50 per share

Payable in full on Application

Issuing Houses

DECLARATION

Date Control No. (REGISTRARS’ USE ONLY)

/ 0 / 2 0 0 9 Number of Units Applied for: Value of Shares applied for/Amount Paid:

N

1. INDIVIDUAL / CORPORATE APPLICANT Title: □ MR. □ MRS. □ MISS □ DR. OTHERS

Next of Kin

CSCS No. (If you want shares allotted to you, credited to your CSCS A/C) Name of your Stockbroker

Clearing House No.

2. JOINT APPLICANT Title: □ MR. □ MRS. □ MISS □ DR. OTHERS Surname

Other Names

Name of Bank/Branch ……………………………………………………….Account Number………….……….………. Company Seal/Incorporation no

Important Notice: Application must be made in accordance with the instructions set out on the back of this Application Form. If you are in doubt as to the action to take, please consult your financial adviser, stockbroker, solicitor, accountant, tax consultant, bank manager or any other professional adviser for guidance. Care must be taken to follow these instructions as applications that do not comply with the instructions will be rejected.

RC 124136

RC733583

��PLEASE TURN


INSTRUCTION FOR COMPLETING THE APPLICATION FORM

1. Applications may be made on the Original Application Form as well as on Photocopied, downloaded or scanned copies of the Application Forms.

2. Applications must not be for less than the minimum number of shares stated on the Application Form.

Applications for more than the minimum number of shares must be in the multiples stated on the Application Form. The number of Ordinary Shares for which an application is made and the amount of the cheque or bank draft attached should be entered in the boxes provided.

3. The application Form when completed should be lodged with any of the Receiving Agents listed on Page

20. Applications must be accompanied by a cheque or bank draft made payable to the Receiving Agent to whom the application is submitted, for the full amount payable on application. The cheque or draft must be drawn on a bank in the same town or city in which the Receiving Agent is located and crossed

“ETERNA OFFER” with the name, address and daytime telephone number of the applicant written on the back. All bank commissions and transfer charges must be prepaid by the applicant. All cheques and drafts will be presented upon receipt and all applications in respect of which cheques are returned unpaid will be rejected and returned through the post.

4. The applicant should make only one application, whether in his own name or in the name of a nominee.

Multiple or suspected multiple applications will be rejected.

5. Joint applicants must all sign the Application Form. 6. An application from a group of individuals should be made in the names of those individuals with no

mention of the name of the group. An application by a firm which is not registered under the Companies and Allied Matters Act Cap C20 LFN 2004 should be made either in the name of the proprietor or in the names of the individual partners. In neither case should the name of the firm be mentioned.

7. An application from a corporate body must bear the corporate body’s seal and be completed under the hand of a duly authorized official.

8. An application by an illiterate should bear his right thumbprint on the Application Form and be witnessed

by an official of the Bank or stockbroker where the application is lodged who must first have explained the meaning and effect of the Application Form to the illiterate in his own language. Above the thumb print of the illiterate, the witness must record in writing that he has given this explanation to the illiterate in a language understandable to him and that the illiterate appeared to have understood same before affixing his thumb impression.

9. The applicant should not print his signature. If he is unable to sign in the normal manner, he should be

treated for the purpose of this Offer as an illiterate and his right thumbprint should be clearly impressed on the Application Form.

APPLICATION FORM

ETERNA PLC
