Alternative Investments Across NCDF Group Platforms

Access selected private placements and direct-equity opportunities in sector Platform Companies, operating businesses and ring-fenced project SPVs.

Controlled information | Qualified investors only | Separate issuers and transaction terms

Invest directly in an NCDF sector Platform Company that owns, governs or invests in a defined group of operating companies and project SPVs.

Platform-level permanent capital may be deployed into approved subsidiaries, strategic operating requirements and project sponsor equity under a Board-approved capital-allocation framework.

An investor in a Platform Company owns shares in that Platform Company. The investor does not automatically become a direct shareholder in every subsidiary or project SPV beneath it.

Invest directly in a selected operating business with a defined product, service, market and growth plan.

Direct operating-company investments provide exposure to the specific company issuing the shares. They do not automatically provide ownership of the wider sector Platform Company or other related businesses.

Invest in a separately incorporated project vehicle established for a defined asset, concession, infrastructure programme, acquisition or development project.

Each project SPV is expected to maintain its own:

  • Corporate and beneficial-ownership records;
  • Project contracts and approvals;
  • Financial model and project budget;
  • Bank and controlled-payment accounts;
  • Assets, liabilities and cash flows;
  • Governance and reporting framework;
  • Project-specific risk disclosures; and
  • Exit, refinancing or distribution arrangements.

Project-SPV equity may be structured as ordinary shares, preference shares or another approved instrument, as specified in the relevant transaction documents.

Proposed private-placement opportunities

NCDF Capital & Commercial Solutions Limited

Sector

Capital Markets, Commercial Solutions and Institutional Client Access

Proposed opportunity

Permanent-Capital Ordinary-Share Private Placement

NCDF Capital & Commercial Solutions Limited is being developed as the focused capital and commercial Platform Company through which NCDF Group will coordinate client access, objective definition, readiness assessment and entry into the appropriate specialist mandate.

The platform connects clients and investors to the relevant NCDF specialist company:

  • NCDF Securities Limited — suitable capital-raising and transaction mandates;
  • NCDF Investment Management Plc — eligible portfolio, fund and treasury mandates; and

Each specialist company independently accepts, contracts for, delivers and remains accountable for its mandate.

Indicative capital plan

The proposed permanent-capital programme is intended to support:

  • A planned ₦2 billion permanent-equity subscription into NCDF Investment Management Plc;
  • A planned ₦2 billion permanent-equity subscription into NCDF Securities Limited; and
  • Approved transaction, governance, compliance, technology, investor-reporting and implementation requirements.

The final private-placement size, pre-money valuation, price per share, dilution and use-of-proceeds schedule will be determined through the applicable Board, adviser, valuation and transaction process.

Investor exposure

Investors will acquire shares in NCDF Capital & Commercial Solutions Limited. They will not be investing directly in an NCDF-managed fund or automatically acquiring direct shares in every NCDF Group company.

Status

Proposed transaction | Controlled access | Final terms subject to approved transaction documents

LifeCome Healthcare & Health Energy Limited

Sector

Healthcare, Health Financing, Digital Health and Healthcare Energy

Proposed opportunity

₦1 Billion Round I Ordinary-Share Private Placement

LifeCome Healthcare & Health Energy Limited is the sector Platform Company for NCDF Group’s healthcare, health-financing, digital-health and healthcare-energy interests.

The proposed placement is intended to provide permanent platform capital that may be deployed into selected operating companies and approved project SPVs.

Proposed capital priorities

Capital may support:

  • Institutionalisation of the LifeCome Platform Company;
  • Growth of selected healthcare operating businesses;
  • Hospital-development and operating readiness;
  • Health-insurance and managed-care development;
  • Digital-health and healthcare-AI capabilities;
  • Healthcare energy and distributed-power solutions;
  • Sponsor equity in approved hospital and energy SPVs; and
  • Governance, compliance, technology and operating infrastructure.

Selected underlying companies and pathways

Subject to transaction readiness, approvals and definitive documentation, the LifeCome platform may provide access to:

  • LifeCome Hospitals Services Limited;
  • LifeCome HMO Limited;
  • LifeCome Alera AI Limited;
  • Greenovus Energy Nigeria Limited;
  • Hospital-development and operating SPVs; and
  • Healthcare-energy project SPVs.

Investor exposure

Investors in the LifeCome placement will acquire shares in LifeCome Healthcare & Health Energy Limited. The Platform Company will allocate capital to approved subsidiaries and SPVs under its disclosed capital-allocation policy.

Status

Proposed ₦1 billion placement | Platform-level permanent equity | Final terms subject to approved offer documents

Konto Financial Group Plc

Sector

Financial Technology, Distribution and Financial-Services Infrastructure

Proposed opportunity

₦1 Billion Round I Ordinary-Share Private Placement

Konto Financial Group Plc is the financial-services Platform Company for NCDF Group’s fintech, agent-distribution, merchant-acquisition and approved financial-institution expansion strategy.

The proposed placement is intended to provide permanent platform capital for operating-company development, institutional systems and approved transaction or acquisition-SPV commitments.

Proposed capital priorities

Capital may support:

  • Konto Fintech product and platform development;
  • Commercialisation and customer acquisition;
  • KontoMonie agent and merchant-network growth;
  • Technology, cybersecurity and compliance infrastructure;
  • Operating-company working capital;
  • Acquisition due diligence and transaction readiness;
  • Sponsor equity for an approved acquisition SPV; and
  • Approved expansion into regulated financial services.

Any acquisition or regulated-financial-services transaction will remain subject to its own valuation, regulatory approval, due diligence, capital requirement and completion conditions.

Selected underlying companies and pathways

Subject to transaction readiness, approvals and definitive documentation, the Konto platform may provide access to:

  • Konto Fintech Limited;
  • KontoMonie Agents Limited;
  • Konto Acquisition SPV Limited; and
  • Future approved financial-services operating companies and transaction SPVs.

Investor exposure

Investors in the Konto placement will acquire shares in Konto Financial Group Plc. They will not automatically acquire direct ownership of any future bank, licensed institution or acquisition target unless expressly provided under a separate transaction.

Status

Proposed ₦1 billion placement | Platform-level permanent equity | Final terms subject to approved offer documents

AfriGo Digital Economic Zone Limited

Sector

Agro-Industrial Infrastructure, Export Development and Digital Trade

Proposed opportunity

₦1 Billion Round I Ordinary-Share Private Placement

AfriGo Digital Economic Zone Limited is the sector Platform Company for NCDF Group’s agro-industrial, export-processing, digital-trade, logistics and market-access businesses.

The proposed placement is intended to provide permanent development-platform capital and initial sponsor equity for selected operating companies and investment-ready infrastructure SPVs.

Proposed capital priorities

Capital may support:

  • Institutionalisation of the AfriGo Platform Company;
  • Agro-industrial and export-platform development;
  • AfriGoOS product and technology commercialisation;
  • COOPX Marketplace development and market access;
  • Legal, environmental, technical and financial project preparation;
  • Land, concession and title diligence;
  • Anchor-tenant and offtake development;
  • Initial sponsor equity in approved industrial-park SPVs; and
  • Preparation of projects for DFI, strategic-equity and project-debt financing.

The ₦1 billion placement is not intended to represent the full construction cost of the AfriGo Lekki project or any future industrial park.

Selected underlying companies and pathways

Subject to transaction readiness, approvals and definitive documentation, the AfriGo platform may provide access to:

  • AfriGo Lekki Agro Industrial Export Park Limited;
  • AfriGoOS Limited;
  • COOPX Marketplace Nigeria Limited;
  • Export-processing and industrial-park SPVs;
  • Logistics and warehousing SPVs; and
  • Other approved agro-industrial and digital-trade operating companies.

Investor exposure

Investors in the AfriGo placement will acquire shares in AfriGo Digital Economic Zone Limited. Direct investment in a named industrial park, operating company or project SPV will be offered separately where available.

Status

Proposed ₦1 billion placement | Platform-level permanent equity | Final terms subject to approved offer documents

Fatherland Smart Cities Limited

Sector

Smart Cities, Housing and Urban Infrastructure

Proposed opportunity

₦1 Billion Round I Ordinary-Share Private Placement

Fatherland Smart Cities Limited is the sector Platform Company for NCDF Group’s smart-city, housing, urban-development and supporting infrastructure programmes.

The proposed placement is intended to provide permanent master-developer capital and sponsor equity for selected state, city, housing and infrastructure SPVs.

Proposed capital priorities

Capital may support:

  • Institutionalisation of the Fatherland Platform Company;
  • Land, title and development-right diligence;
  • Master planning, design and technical studies;
  • Planning and development approvals;
  • Commercial, environmental and social studies;
  • Project-management and delivery capacity;
  • Initial enabling works;
  • Sponsor equity in approved housing and infrastructure SPVs; and
  • Preparation for construction finance, mortgage take-out, DFI participation and strategic partnerships.

The ₦1 billion placement is not intended to represent the total construction cost of the Fatherland smart-city and housing pipeline.

Selected underlying companies and pathways

Subject to transaction readiness, approvals and definitive documentation, the Fatherland platform may provide access to:

  • State-level smart-city SPVs;
  • Housing-development SPVs;
  • Urban-infrastructure SPVs;
  • Estate and community-development companies;
  • Utility and supporting-infrastructure SPVs; and
  • Other approved master-development and property-operating companies.

Investor exposure

Investors in the Fatherland placement will acquire shares in Fatherland Smart Cities Limited. Direct ownership of a named project, land interest or development SPV will require a separate transaction.

Status

Proposed ₦1 billion placement | Platform-level permanent equity | Final terms subject to approved offer documents

In addition to Platform Company private placements, selected investors may be invited to participate directly in a named operating company or project SPV.

Direct investment may be appropriate where an investor seeks:

  • Exposure to a specific operating business;
  • Participation in a defined project or asset;
  • A negotiated strategic partnership;
  • Sector-specific governance rights;
  • A project-level distribution or exit pathway;
  • A specific technology, healthcare, energy, financial-services, agro-industrial or housing mandate; or
  • A co-investment alongside an NCDF Platform Company, fund, strategic investor or development institution.

Every direct-equity opportunity will be assessed and documented separately.

Potential opportunities may include:

  • Hospital operating-company equity;
  • Hospital-development SPV equity;
  • LifeCome HMO growth capital;
  • LifeCome Alera AI technology equity;
  • Greenovus Energy Nigeria equity;
  • Healthcare mini-grid and energy-SPV equity; and
  • Strategic healthcare joint ventures.

Potential opportunities may include:

  • Konto Fintech equity;
  • KontoMonie Agents growth capital;
  • Konto Acquisition SPV equity;
  • Approved financial-institution acquisition capital;
  • Merchant, agent and distribution partnerships; and
  • Future regulated-financial-services operating-company equity.

Potential opportunities may include:

  • AfriGo Lekki Agro Industrial Export Park equity;
  • AfriGoOS technology equity;
  • COOPX Marketplace growth capital;
  • Industrial-park project-SPV equity;
  • Logistics and warehousing SPV equity;
  • Agro-processing operating-company equity; and
  • Export-market and digital-trade joint ventures.

Potential opportunities may include:

  • Smart-city project-SPV equity;
  • Housing-development SPV equity;
  • State-level development-platform equity;
  • Urban-infrastructure SPV equity;
  • Utility and community-services equity;
  • Strategic development joint ventures; and
  • Project-specific institutional co-investments.

Inclusion on this page does not mean that every company or SPV is currently accepting investment. Access will depend on transaction readiness, investor eligibility and the applicable approvals.

Understanding the investment structure

Investment route What the investor acquires Primary use of capital Important distinction
Platform Company private placement Shares in the sector Platform Company Permanent platform capital and approved investments into subsidiaries and SPVs The investor does not automatically own direct shares in every subsidiary or project
Operating-company direct equity Shares in a named operating business Product, market, technology, capacity and operating growth The investor has exposure to the specific company, not the entire sector platform
Project-SPV equity Shares or another approved equity instrument in a ring-fenced project company Development, construction, acquisition or operation of a defined projectDevelopment, construction, acquisition or operation of a defined project Risk, assets, liabilities, cash flows and reporting remain project-specific
Strategic co-investment Negotiated equity or approved project interest A defined transaction alongside a Platform Company or institutional partner Rights, economics and governance are established in transaction-specific documents

Investment-readiness standard

An alternative-investment opportunity should proceed to controlled investor access only after the relevant issuer has completed or established an approved programme for:

  • Corporate and beneficial-ownership verification;
  • ·Confirmation of the issuer’s legal authority;
  • Historical and current financial information;
  • Independent or professionally supported valuation;
  • Pre- and post-investment capitalisation;
  • Detailed use of proceeds;
  • Board and shareholder approvals;
  • Applicable regulatory approvals or filings;
  • Legal, financial, commercial and tax due diligence;
  • Material-contract and asset verification;
  • Governance and investor-rights documentation;
  • Risk-factor disclosure;
  • Receiving or escrow-account arrangements;
  • Subscription, allotment and closing procedures; and
  • Post-investment reporting.

Opportunity statuses should be displayed clearly as:

  • In Preparation
  • Qualified Access Open
  • Diligence in Progress
  • Commitments Under Review
  • Closing
  • Closed

Only definitive transaction documents establish the final terms of an investment.

Investor eligibility

Alternative-investment opportunities may be considered for:

  • Institutional investors;
  • Strategic corporate investors;
  • Family offices;
  • Qualified high-net-worth individuals;
  • Eligible Nigerian diaspora investors;
  • Development finance institutions;
  • Impact and catalytic investors;
  • Insurers, banks and other regulated institutions where eligible; and
  • Pension Fund Administrators only where the relevant product and transaction satisfy applicable product-specific requirements and approvals.

Eligibility will be determined separately for every opportunity.

An investor may be required to complete:

  • Investor classification;
  • Identity and beneficial-ownership verification;
  • KYC and AML review;
  • Sanctions and politically exposed person screening;
  • Source-of-funds and source-of-wealth verification;
  • Jurisdiction and tax assessment;
  • Investment-experience and suitability assessment;
  • Minimum-ticket confirmation;
  • Confidentiality agreement; and
  • Product-specific declarations.

Access to one opportunity does not create automatic access to every NCDF investment.

Controlled diligence information

Approved investors may receive access to a transaction-specific data room containing relevant m

  • Corporate and ownership information;
  • Historical financial statements;
  • Latest management or interim accounts;
  • Financial forecasts and sensitivities;
  • Independent valuation information;
  • Capitalisation and dilution schedules;
  • Use-of-proceeds information;
  • Regulatory and licence information;
  • Material contracts;
  • Asset, land, concession or project documents;
  • Technical, environmental and commercial studies;
  • Management and governance information;
  • Principal risk factors;
  • Investor-rights documentation;
  • Subscription and shareholders agreements; and
  • Closing and payment instructions.

The exact diligence package will depend on the issuer, transaction and stage of readiness.

Governance and investor protection

Each approved transaction is expected to establish an appropriate investor-protection framework, which may include:

  • Independent valuation;
  • Separate receiving or escrow accounts;
  • Transaction-specific use-of-proceeds controls;
  • Board-approved capital-allocation policies;
  • Quarterly management reporting;
  • Annual audited financial statements;
  • Pre-emption rights;
  • Reserved matters;
  • Information and inspection rights;
  • Board or observer rights for qualifying anchor investors;
  • Related-party transaction controls;
  • Conflicted-director abstention;
  • Tag-along and drag-along rights;
  • Transfer restrictions;
  • Key-person and succession protections;
  • Use-of-proceeds reporting; and
  • Periodic strategic-liquidity review.

The exact rights will depend on the relevant issuer, investor commitment, transaction structure and definitive agreements.

Subscription funds must be paid directly into the designated issuer, receiving-bank, escrow, trust or custody account. The NCDF Investor Gateway will not operate as a pooled investment wallet or general receiving account.

Potential sources of investment value

Depending on the opportunity, potential value may arise from:

  • Growth in operating-company revenues and profitability;
  • Dividends from operating subsidiaries;
  • Platform-level enterprise-value growth;
  • Project distributions;
  • Strategic partnerships;
  • Asset development and commercialisation;
  • Refinancing of completed or operating projects;
  • Sale of an operating company or project interest;
  • Strategic acquisition by a third party;
  • Future private-capital rounds;
  • Future public-market transactions, where approved and achieved; and
  • Other transaction-specific value-realisation events.

No dividend, valuation increase, project completion, refinancing, strategic sale, listing, secondary-market liquidity or investment return is guaranteed.

How access works

Create an investor profile and provide the required identity, entity, jurisdiction and contact information

Complete KYC, AML, beneficial-ownership, source-of-funds, source-of-wealth and investor-classification requirements.

View only those alternative-investment opportunities that are appropriate for the investor’s classification, jurisdiction, mandate and proposed investment size.

Execute the required confidentiality documentation and request access to the relevant opportunity briefing or data room.

Review the approved transaction documents, financial information, valuation, risks, governance terms and use of proceeds.

Execute definitive documents and transfer funds directly to the authorised transaction-specific account.

Access approved financial, operational, governance and use-of-proceeds reports through the relevant issuer and the NCDF Investor Gateway servicing environment.

Access Selected Alternative Investment Opportunities

Qualified investors may submit an investor profile and request an introductory briefing. Following classification, verification and approval, eligible investors may be admitted to the relevant opportunity room, transaction materials and controlled diligence process.