Strictly Confidential — Board Level

Unity Bank PLC

NVC Fund Holding Trust — Strategic Investment, Recapitalisation & 90.3% Equity Acquisition
NVC Equity Stake
90.3%
Post-money, fully diluted
Shares Acquired
108.3B
Ordinary shares at ₦3.65
Capital Committed
$2.4B
Confirmed at Access Bank (CBN)
Additional Injection
$2B
On CBN equity registration
Engagement Duration
9 Years
2017 – 2026
AML / KYC
Cleared
NFIU, Aug 2022

Tranche 1 — $100B National Development Master Plan Reserve Certificate (NDMPRC)

Unity Bank PLC is designated as Tranche 1 (T1) of the $100 Billion NDMPRC — Nigeria's largest sovereign development finance programme. Upon NVC Fund's acquisition of a controlling equity stake, Unity Bank becomes the primary NDMPRC intermediary bank, receiving the T1 Sovereign Finance & Capitalisation Reserve Certificate (SFCRC) valued at $2 billion / ₦2.6 trillion. This positions Unity Bank as the institutional anchor for the entire 30-year, eight-tranche national development programme. The FGN / Ministry of Finance / CBN Joint Acceptance Mandate (April 2026) has formally directed CBN equity registration within 30 days.

 Unity Bank PLC — Strategic Investment & Recapitalisation Proposal

Nine-year engagement record  ·  Instrument-led recapitalisation  ·  Two-track structure  ·  90.3% equity acquisition terms  ·  NDMPRC T1 context

Open Full Proposal PDF

Nine-Year Engagement Record (2017 – 2026)

  • 28 August 2017
    Original Letter of Intent. NVC Fund Holding Trust expressed interest to acquire 50% equity in Unity Bank PLC for $250 million, introduced via mandate broker Offshore Capital (Prof. Emmanuel Ofeimun). Nine-step transaction procedure agreed.
  • Late 2017
    Preferred Stock Term Sheet. $250M for 51% via Series A Convertible Preferred Stock. Preferred dividend: 5% per annum, payable quarterly — the same 5% return structure carried forward to the NDMPRC today. Full-ratchet anti-dilution. Closing target: December 31, 2017.
  • 29 January 2020
    Reinitiation Letter. Frank Ekejija formally reinstated NVC Fund's engagement, copied to Mr. Kayode Asanmo, Deputy Director, Bank Supervision, CBN — placing CBN Bank Supervision on formal institutional notice from day one of the renewed engagement.
  • 21 August 2020
    $1 Billion Escrowed. Two tranches of $500M each held at First Bank Escrow Account 40675 through FT Asset Management KB, Stockholm (Jan-Jaap van der Most). Verifiable by the CBN.
  • 28 September 2020
    MoU Executed. Memorandum of Understanding signed between Unity Bank PLC and NVC Fund, LLC — binding acquisition framework.
  • 14–15 December 2020
    $3 Billion IBOEs. $2B (NVC-20201214) and $1B (Payment Order #12152020) directed to CBN via Access Bank for credit to NVC Investment Limited. Memo: "Credit NVC Investment, Ltd for the Recapitalization of Unity Bank, PLC."
  • 17 February 2021
    Addendum to MoU Executed. Signed by Aminu Babangida, Chairman, Unity Bank PLC and Frank Ekejija. Binding terms: 108,310,662,058 shares at ₦3.65/share — 90.3% post-money. Additional $2B capital injection on completion. AMCON exit included.
  • 13 April 2021
    Unity Bank SWIFT Instructions. Ebenezer Kolawole FCA, Executive Director Finance, Unity Bank PLC, issued formal SWIFT payment instructions. Unity Bank has processed this transaction at the operational level.
  • 24 March 2022
    CBN Head Office Stamp. CBN Head Office Security Services formally acknowledged NVC Fund Bank's institutional presence.
  • 18 July 2022
    CBN IBOE Approval. CBN approved NVC Fund's $3B IBOE instruments for value, credit, and monetisation. $2.4 billion confirmed at Access Bank, available for immediate SWIFT transfer to Unity Bank's CBN correspondent account.
  • 19 August 2022
    NFIU AML / KYC Clearance. NFIU Director/CEO Modibbo R. HammanTukur confirmed source of funds is from a reliable source (Ref: NFIU/DCEO·GEN/2022/Vol.9/890), directed NVC Fund to work with CBN Governor, copied to CBN Governor. Full AML clearance — no further investigation required.
  • April 2026
    FGN / MoF / CBN Joint Acceptance Mandate (NDMPRC). The Nigerian Authorities formally directed CBN equity registration of NVC Fund's 90.3% stake within 30 days. T1 SFCRC accepted as CBN Foreign Reserve Asset. ₦2.6 trillion NGN to be issued.
Legal Agreements Executed $2.4B CBN-Confirmed NFIU AML Cleared CBN on Notice Since 2020 Awaiting CBN Registry

Definitive Transaction Terms (Addendum to MoU, Feb 2021)

AcquirerNVC Fund Holding Trust / NVC Fund, LLC  ·  Frank Ojogwa Ekejija, Chairman/CEO
TargetUnity Bank PLC  ·  Plot 785, Herbert Macaulay Way, Abuja, FCT  ·  SWIFT: UNIBNGLA
Shares Acquired108,310,662,058 ordinary shares
Price per Share₦3.65
Post-Money Equity90.3% of fully diluted capitalisation
Remaining Shareholders9.7% retained by existing shareholders; AMCON's 34.4% pre-dilution stake to be acquired/extinguished (~₦9.3B)
Additional Capital Injection$2 billion additional injection into Unity Bank PLC upon CBN equity registration
CBN-Confirmed Capital$2.4 billion confirmed at Access Bank, available for immediate SWIFT transfer
Signed ByAminu Babangida, Chairman, Unity Bank PLC  ·  Frank Ojogwa Ekejija, NVC Fund Holding Trust
Legal CounselGeorge Ikoli & Okagbue / Elizabeth Chambers (Nigerian counsel)
Governing LawFederal Republic of Nigeria  ·  CBN Act 2007  ·  BOFIA 2020  ·  CAMA 2020
NDMPRC RoleT1 SFCRC — $2B / ₦2.6T  ·  Primary NDMPRC intermediary bank  ·  10-year tenor
Completion TriggerCBN equity registry registration — directed within 30 days by FGN/MoF/CBN Joint Acceptance Mandate (April 2026)
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