OGC_PRIVATE PLACEMENT MEMORANDUM

STATUTORY AND GENERAL INFORMATION

1. Incorporation and Share Capital History
a. The authorized and issued share capital of the company was N5,000,000.00 ordinary share at

N1 each at inception.
b. This was increased to 20,000,000 ordinary shares at N1 each in June 2018, held as follows:
i. Elakama & family 18,000,000, 90%
ii. Folio Investment Trading and Contracting Ltd. 2,000,000. 10%
c. The authorized capital was increased to 1,000,000,000 ordinary shares of N1 each in March

2020 by the creation of additional 980,000,000 ordinary shares of N1 each are yet to be issued,
out of what this private placement offer is being made.

2. Extracts from the Memorandum of Association:
i. The objects for which the company is established are;
a. To engage in the business of Foods and Beverage in its entirety.
b. Provide, processing and packaging solutions for Foods and all kinds of Beverages, processing

of fruits, condiments and bottled water.
c. Import, export, Manufacturing and distribute either wholesales, retailers of assorted kinds of

juice, drink, canned food, seasonings, manufacturers of aerated mineral water, provision
dealers and manufacturer agents.
d. To carry on the business or businesses of proprietor and keepers of snack bars, lunch on
counters, cafes, refreshments rooms, restaurants, outdoor catering service.
e. To carry on business as bakers, confectioners, ice cream merchants.
f. To do all such other things as may be considered to be incidental or conducive to the
attainment of the above objects or any of them.

3. Extracts from the Articles of Association.
Subject to as hereinafter provided and except where the same are varied by or inconsistent
with these articles of Association, the Regulation contained in Table A in the first schedule to
the Companies and Allied Matters Decree, 1990, (hereinafter called the Table “A”) shall apply
to this company.

The Company is a private company limited by shares and accordingly:
a. The right to transfer shares is restricted in the manner hereinafter
provided.
b. The number of members for the time being of the company (exclusive of persons who
are of time being in the employment of the company and person who having been in
the employment of the company were, while in such employment and have continued
after the determination of the employment, to be members of the company) is not to
exceed fifty, provided that when two or more persons hold one or more shares in the
company jointly they shall for the purpose of this paragraph be treated as a single
member.
c. Any invitation to the public to subscribe for any shares or debentures of the company
is prohibited.
d. The company shall not have power to issue any share warrant to bearers.
Subject as is herein otherwise provided, no transfer of any share of the company shall
be made or registered without the previous sanction of the Directors, who may,
without assigning any reason, decline, in the case of any transfer the registration of
which would involve a contravention of Article 2.

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Claims and Litigations
The company has no claims or litigation at all.

Declaration
Accept as otherwise disclosed therein:
1. No share of the company is under option or agreed conditionally or unconditionally to be put

under option.
2. There are no founders, management of deferred shares or any options outstanding.
3. There are no long service agreement between the company and any of its Directors or

employees other than the ordinary course of business.
4. No Directors of the company has any interest, direct or indirect, in any property purchased or

to be purchased by the company.

4. Consent
The following have given and have not withdrawn their written consent to the issue of the
Private Placement Memorandum with their names and report (where applicable) being
included in the form and context in which they appear:

Directors of OGC Foods & Beverages:
1. Lance Musa Elakama (PhD Law)
2. Mr. Olufemi Awoyemi
3. Mr. Segiru Momodu
4. Mr. Michael Fadeyi
5. Folio Investment Trading and Contracting Limited
6. Barr. Abdullahi Enakhume.
7. Pastor (Dr.) Paul Nanna
8. Mr. Yusuf Musa Elakama (MD/CEO)
9. Mrs. Amina Obe (ED FINANCE/ADMIN)
10. Mr. Salih Musa Elakama (I.T/E-MARKETING)
11. Mr. Mohammed Musa Elakama
12. Miss Khaulat Musa Elakama.
13. Mr. Jafar Musa Elakama.
14. Monsur Musa Elakama
15. Khadijah Elakama Agbaje
16. Sikirat Musa Elakama

Company Secretaries Oaklem Law Associates
Financial Adviser TYNDALE Securities Limited
Auditors Olusola Olojede &Co (Chartered Accountants)
Reporting Accountant Funsho Ogunlela and Associates (Chartered Accountants)

Solicitors to the Placement Livingstone, Okereke & Co.
Receiving Bank Sterling Bank Plc.
Placement Agents a. TYNDALE Securities Limited
b. Tubiped Investments Limited
Registrars c. Financial and Analytics Capital Limited
d. Deap Trust Investments Limited
Apel Capital Registrars Limited

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Documents available for Inspection
Copies of the following documents may be inspected at the corporate head office of OGC
Foods & Beverages Limited, 1/3 OAK plastic Avenue, Riverview Estate, Ogun State during
normal business hours on any week day, except public holidays, during the Application
period. These includes;
1. The certificate of incorporation of OGC Foods & Beverages Limited.
2. The Memorandum and Articles of Association of OGC Foods limited.
3. OGC Foods Limited's Board Resolution approving the Private Placement.
4. OGC Foods Limited's shareholder's Resolution approving the Private Placement and

waiving the preemptive rights of shareholders.
5. The report on the historical financials prepared by the independent Auditors, Olusola

Olojede & Co for 2017, 2018, 2019 and 2020. Also the management account for
2021.
6. Details of financial projections for four years ending 31st December 2021, 2022, 2023
and 2024
7. Consent letter of the parties referred to in the memorandum; and
8. The Private Placement Memorandum in respect of the offer.

Procedure for Application and Allotment
Application

1. Each application must not be less than the number of shares stated on the application form
(i.e. 100,000 Ordinary shares)

2. Each application for more than the minimum number of shares must be in the multiples
stated on the application form (100,000 units).

3. The number of Ordinary Shares for which an application is made and the amount of the
cheque, transfer or bank draft attached should be entered in the boxes provided.

4. Applications from corporate entities must bear the company’s seal and must be completed
under the hand of duly authorized official(s).

5. Cheques, transfers or Bank drafts should be made payable to Tyndale Securities Limited,
and crossed “OGC FOODS &BEVERAGES OFFER”

Allotment

Allotment will be made by Tyndale Securities Limited and the Directors of OGC Foods &
Beverages Limited and they reserve the right to accept or reject any application in whole or in
part. All multiple or suspected multiple applications will be rejected.

Application Monies

Application monies will be retained in a separate bank account to be maintained independently
with the receiving bank pending allotment. If any application is rejected or accepted for fewer
shares than the number applied for, a cheque for the full amount paid, or for the balance of the
amount paid will be returned through registered post, transfer or through a reputable courier
service at the applicant’s risk within 5 working days of allotment

Share certificates in respect of shares allotted will be sent through registered post or reputable
courier service at the applicant’s risk not later than 15 working days from the date of allotment.

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Opens: Monday, August 16, Closes: Friday, Sept 10,
2021 2021

Tyndale Securities Limited RC720935
On Behalf of

OGC Foods & Beverages Limited
RC: 855154

Offer for subscription by way of Private Placement
315,400,000

Ordinary shares of 100 kobo each at N10.00 per share

PAYABLE IN FULL ON APPLICATION

DECLARATION:
I/We am/are 18 years of age or over, I/We attach evidence of remittance of the amount payable
in full on application for the above number of units (not being less than a minimum required).
I/We agree to accept the same or any smaller number of units in respect of which allotment may
be made.

No of units Applied for:…………………………………………………………………………………
Value of shares Applied for:………………………………………………………..…………………
Cheque Details (Cheque, name of bank & branch:…………………………………………….……..
…………………………………………………………………………………………………………….
Surname:…………………………………………………………………………………………………
Other names:…………………………………………………………………………………..………..
Address:………………………………………………………………………………………………….
……………………………………………………………………………………………….……………
Email:………………………………………………………………………………………..…………...
Daytime Telephone Number:……………….………………………………………….……………….
Signature, Date & Seal:……….………………………………………………………………………

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