Dangote Sugar Offer Summary

CONTENTS
DEFINITIONS 3
ABRIDGED TIMETABLE 4
SUMMARY OF THE OFFER 5
THE OFFER 8
DIRECTORS AND OTHER PARTIES TO THE OFFER 9
THE CHAIRMAN’S LETTER 13
1. History and Business of the Company ............................................................................................................................ 14
2. Risk Factors and Mitigants ............................................................................................................................................. 20
3. Board of Directors........................................................................................................................................................... 22
4. Management and Staff .................................................................................................................................................... 24
5. Premises.......................................................................................................................................................................... 26
6. Purpose of the Offer........................................................................................................................................................ 26
7. Financial Summary ......................................................................................................................................................... 26
8. Working Capital, Profit and Dividend Forecasts ............................................................................................................ 28
9. Unclaimed Dividends...................................................................................................................................................... 28
10. Corporate Governance .................................................................................................................................................... 28
11. Research and Development............................................................................................................................................. 29
12. Mergers and Takeovers................................................................................................................................................... 29
13. Future Plans .................................................................................................................................................................... 29
THE PROFIT FORECAST 30
1. Letter from the Reporting Accountants........................................................................................................................... 30
2. Profit Forecast for the Years Ending 31 December 2006, 2007, 2008 and 2009 ............................................................ 32
3. Bases and Assumptions................................................................................................................................................... 32
4. Letter from the Reporting Accountants in respect of the Going Concern Status............................................................. 35
5. Letter from the Issuing Houses ....................................................................................................................................... 36
HISTORICAL FINANCIAL INFORMATION ON DANGOTE SUGAR 38
1. Reporting Accountants’ Report....................................................................................................................................... 38
2. Statement of Accounting Policies ................................................................................................................................... 40
3. Profit And Loss Account................................................................................................................................................. 41
4. Balance Sheet.................................................................................................................................................................. 42
5. Cash Flow Statement ...................................................................................................................................................... 43
6. Notes to the Financial Statements ................................................................................................................................... 44
STATUTORY AND GENERAL INFORMATION 47
1. Incorporation and Share Capital History......................................................................................................................... 47
2. Shareholding Structure.................................................................................................................................................... 47
3. Directors’ Beneficial Interests......................................................................................................................................... 47
4. Indebtedness.................................................................................................................................................................... 48
5. Subsidiaries and Associated Companies ......................................................................................................................... 48
6. Extracts from the Memorandum and Articles of Association ......................................................................................... 48
7. Claims and Litigation...................................................................................................................................................... 56
8. Material Contracts........................................................................................................................................................... 56
9. Costs and Expenses......................................................................................................................................................... 56
10. Declarations .................................................................................................................................................................... 56
11. Relationship between the Issuer and its Advisers ........................................................................................................... 57
12. Related Party Transactions.............................................................................................................................................. 57
13. Consents.......................................................................................................................................................................... 57
14. Documents Available for Inspection............................................................................................................................... 59
SUPPLEMENTARY INFORMATION - DANGOTE INDUSTRIES LIMITED 61
1. Reporting Accountants’ Report....................................................................................................................................... 61
2. Statement of Accounting Policies ................................................................................................................................... 63
3. Profit And Loss Account................................................................................................................................................. 64
4. Balance Sheet.................................................................................................................................................................. 65
5. Cash Flow Statement ...................................................................................................................................................... 66
6. Notes to the Financial Statements ................................................................................................................................... 67
7. Segmental Financial Information .................................................................................................................................... 71
PROCEDURE FOR APPLICATION AND ALLOTMENT 76
RECEIVING AGENTS 77
APPLICATION FORM 78
Page 2
DEFINITIONS
“Access Bank” Access Bank Plc

“BGL” BGL Securities Limited
“CAC” Corporate Affairs Commission
“CAGR” Compound Annual Growth Rate
“CAPEX” Capital Expenditure
“CSCS” Central Securities Clearing Systems Limited
“Dangote Sugar” or “the Company” Dangote Sugar Refinery Plc
“Deutsche Bank” Deutsche Bank AG, London
“DIL” Dangote Industries Limited
“DPS” Dividend Per Share
“EBITDA” Earnings Before Interest, Taxes, Depreciation and Amortisation
“Ecobank” Ecobank Nigeria Plc
“ECOWAS” Economic Community of West African States
“EGM” Extra-Ordinary General Meeting
“EPS” Earnings Per Share
“EU” European Union
“FBN Capital” FBN Capital Limited
“FCMB-CM” FCMB Capital Markets Limited
“FEPA” Federal Environmental Protection Agency
“Fidelity Bank” Fidelity Bank Plc
“FGN” Federal Government of Nigeria
“GDP” Gross Domestic Product
“IBTC” IBTC Chartered Bank Plc
“ICML” Intercontinental Capital Markets Limited
“JIH” Joint Issuing Houses
“JPMorgan” JPMorgan Chase Bank, N.A., Johannesburg Branch
“LFN” Laws of the Federation of Nigeria
“MBA” Masters degree in Business Administration
“NAFDAC” National Agency for Food, Drug Administration and Control
“Oceanic Bank” Oceanic Bank International Plc
“PAT” Profit After Taxation
“PBT” Profit Before Taxation
“Savannah Sugar” Savannah Sugar Company Limited
“SEC” or “the Commission” Securities & Exchange Commission
“SON” Standards Organisation of Nigeria
“The NSE” or “The Exchange” The Nigerian Stock Exchange
“The Offer” or “IPO” Offer for Sale of 3,000,000,000 Ordinary Shares of 50 kobo
each in Dangote Sugar Refinery Plc at N
= 18.00 per share
“Vetiva” Vetiva Capital Management Limited
“Zenith Bank” Zenith Bank Plc
Page 3
ABRIDGED TIMETABLE
DATE ACTIVITY RESPONSIBILITY

15/11/2006 Application List opens JIH
22/12/2006 Application List closes JIH
10/01/2007 Receiving Agents make returns JIH/Registrars
07/02/2007 Forward allotment proposal and draft newspaper advertisement to JIH

SEC
21/02/2007 Receive SEC authorisation of allotment JIH
22/02/2007 Pay net proceeds of the Offer to DIL JIH
26/02/2007 Announce allotment JIH
28/02/2007 Return surplus/rejected application moneys JIH/Registrars
14/03/2007 Distribute share certificates Registrars
16/03/2007 Forward Declaration of Compliance to The Exchange JIH/Stockbrokers
19/03/2007 Listing of Dangote Sugar shares and trading commences JIH/Stockbrokers
Page 4
SUMMARY OF THE OFFER
The following information should be read in conjunction with the full text of this Prospectus, from which
it is derived:
1. ISSUER: Dangote Sugar Refinery Plc.

2. SELLER: Dangote Industries Limited.
3. ISSUING HOUSES: IBTC Chartered Bank Plc
Vetiva Capital Management Limited
Access Bank Plc
BGL Securities Limited
Ecobank Nigeria Plc
FBN Capital Limited
FCMB Capital Markets Limited
Fidelity Bank Plc
Intercontinental Capital Markets Limited
Oceanic Bank International Plc
Zenith Bank Plc
4. SHARE CAPITAL:
Authorised: N
= 6 billion comprising 12 billion Ordinary Shares of 50k each.
Issued and fully paid: N
= 5 billion comprising 10 billion Ordinary Shares of 50k each.
Now being offered: 3 billion Ordinary Shares of 50k each.
5. METHOD OF OFFER: Offer for Sale.
6. PURPOSE: The IPO is being undertaken to give investors an opportunity to become
part owners of Dangote Sugar, the market leader in the Nigerian sugar
industry, which is currently 99% owned by Dangote Industries Limited.
The IPO will also enable the Company meet the requirements for a
listing on The Nigerian Stock Exchange.
7. UNITS OF SALE: Minimum of 500 Ordinary Shares and multiples of 50 Ordinary Shares
thereafter.
8. OFFER PRICE: N
= 18.00 per share.
9. OFFER SIZE: N
= 54 billion.
10. MARKET CAPITALISATION AT N
= 180 billion.
OFFER PRICE:
11. PAYMENT: In full on application.
12. PREFERENTIAL ALLOTMENT: A maximum of 1,800,000,000 shares, representing 60% of the Offer,
will be preferentially allotted to identified investors.
13. UNDERWRITING: The Offer is fully underwritten by the Joint Underwriters on a stand-by
basis.
14. OPENING DATE: Wednesday, 15 November 2006.
15. CLOSING DATE: Friday, 22 December 2006.
16. QUOTATION: An application has been made to The Council of The Exchange for the
admission to its Daily Official List of the whole of Dangote Sugar’s
issued and paid-up share capital.
17. STATUS: The shares being offered rank pari passu in all respects with the other
existing issued Ordinary Shares of the Company.
Page 5
18. FINANCIAL SUMMARY:

(Extracted from the Reporting Accountants’ Report)
N
= ’000
6 months PRE-SCHEME OF ARRANGEMENT
ended --- Dangote Sugar Division - Segmental financial summary as at---
30/06/06 31/12/05 31/12/04 31/12/03 31/12/02 31/12/01
Turnover 42,406,432 58,494,709 36,576,150 27,879,762 13,540,091 14,806,249
Profit before taxation 7,811,435 9,379,697 7,371,106 4,546,733 1,219,430 1,571,695
Profit after taxation 7,811,435 9,379,697 7,371,106 4,543,515 1,219,430 1,499,095
Dividend - - - - - -
Shareholders funds 19,131,959 34,716,493 25,336,796 17,965,690 13,422,175 1,278,727
Total assets 18,863,106 29,953,682 21,399,578 15,910,164 4,234,774 3,710,160
Adjusted earnings per share (kobo)* 78.11 93.80 73.71 45.44 12.19 14.99
* Calculations of adjusted earnings and dividend per share are based on the issued and paid-up capital of N
= 5 billion comprising
10 billion Ordinary Shares of 50 kobo each as at the date of this Prospectus.
19. FORECAST OFFER STATISTICS:

(Extracted from the Reporting Accountants’ Report)
Year ending 31 December 2006 2007 2008 2009

Forecast EBITDA per share (kobo)* 197.32 254.15 287.95 318.39
Forecast earnings per share (kobo)* 179.31 177.49 203.21 226.26
Forecast dividend per share (kobo)* 100.00 120.00 150.00 170.00
Forecast earnings yield at the Offer price 9.96% 9.86% 11.29% 12.57%
Forecast dividend yield at the Offer price 5.56% 6.67% 8.33% 9.44%
Forecast price/earnings ratio at the Offer price 10.04 10.14 8.86 7.96
* Calculations of forecast EBITDA, earnings and dividend per share for the years ending 31 December 2006, 2007, 2008 and
2009 are based on the 10 billion Ordinary Shares of 50 kobo each expected to be in issue on those dates.
20. CORPORATE DIRECTORY: Dangote Sugar currently operates from its Corporate Office and a
factory, both located in Apapa, details of which are provided below:
Head Office:
Modandola House
42/44 Warehouse Road
Apapa
Lagos
Tel: +234 1 5804646-8
Fax: +234 1 2714466, 5804654
Email: SRefinery@dangote-group.com
Factory:
Shed 20
Apapa Wharf
Lagos
Tel: +234 1 5873162, 5873091, 5454468
Fax: +234 1 5454466
Page 6
21. GROUP STRUCTURE: Dangote Sugar currently has no subsidiary or associated company. The
Company is currently 99% owned by DIL and operated as a division of
DIL until January 2006, when it was spun-off via a Scheme of
Arrangement. DIL’s shareholding is expected to reduce to 69% at the
conclusion of the IPO.
22. CLAIMS AND LITIGATIONS: The Company in its ordinary course of business is presently involved in
one (1) suit. The amount claimed in the said suit is N
= 6,550,597.00 (six
million five hundred and fifty thousand five hundred and ninety seven
naira) plus interest accrued thereon.
The Solicitors to the Offer and the Directors of the Company are of the
opinion that the aforementioned suit is not likely to have any material
adverse effect on the Company and or the Offer, and are not aware of
any other pending and or threatened suits involving the Company.
23. INDEBTEDNESS: As at 30 June 2006, the Company had secured bank overdrafts in the
ordinary course of business amounting to N = 105.8 million. However, the
Company had no outstanding debenture, mortgages, charges or similar
indebtedness or contingent liabilities as at 30 June 2006.
24. SHARE CERTIFICATE Share certificate in respect of shares allotted will be sent by registered
post not later than 15 working days from the date of allotment. Any
investor who does not want to receive a physical share certificate,
should state the name of his/her stockbroker and his/her CSCS
account number in the space provided on the Application Form.
Page 7
THE OFFER
A copy of this Prospectus and the documents specified herein have been delivered to the Securities and
Exchange Commission for clearance and registration.
This Prospectus is being issued in compliance with the provisions of the Investments and Securities Act Cap I24
LFN 2004, the Rules and Regulations of the Commission and the listing requirements of The Exchange and
contains particulars in compliance with the requirements of the Commission and The Exchange, for the purpose
of giving information to the public with regard to the Initial Public Offering of 3,000,000,000 Ordinary Shares of
Dangote Sugar Refinery Plc by IBTC Chartered Bank Plc, Vetiva Capital Management Limited, Access Bank
Plc, BGL Securities Limited, Ecobank Nigeria Plc, FBN Capital Limited, FCMB Capital Markets Limited,
Fidelity Bank Plc, Intercontinental Capital Markets Limited, Oceanic Bank International Plc and Zenith Bank
Plc. An application has been made to The Council of The Exchange for the admission to its Daily Official List of
the whole of the Company’s paid-up share capital.
The Directors of Dangote Sugar individually and collectively accept full responsibility for the accuracy of the
information contained in this Prospectus. The Directors have taken reasonable care to ensure that the facts
contained herein are true and accurate in all respects and confirm, having made all reasonable enquiries, that to
the best of their knowledge and belief, there are no material facts the omission of which would make any
statement herein misleading or untrue.
IBTC CHARTERED BANK PLC VETIVA CAPITAL MANAGEMENT LIMITED

RC 125097 RC 485600
ACCESS BANK PLC BGL SECURITIES LIMITED ECOBANK NIGERIA PLC

RC 125384 RC 269666 RC 89773
FBN CAPITAL LIMITED FCMB CAPITAL MARKETS LIMITED FIDELITY BANK PLC
RC 446599 RC 446561 RC 103022
INTERCONTINENTAL CAPITAL MARKETS LIMITED OCEANIC BANK INTERNATIONAL PLC ZENITH BANK PLC
RC 428270 RC 147269 RC 150224
on behalf of
DANGOTE INDUSTRIES LIMITED
RC 71242
Offer for Sale

and are authorised to receive applications for
3,000,000,000 Ordinary Shares of 50 kobo each

at N
= 18.00 per Share
in
DANGOTE SUGAR REFINERY PLC

RC 613748
Payable in full on Application

The Application List for the shares now being offered will open on Wednesday, 15 November 2006 and close on
Friday, 22 December 2006
SHARE CAPITAL AND RESERVES OF THE COMPANY AS AT 30 JUNE 2006:
(EXTRACTED FROM THE REPORTING ACCOUNTANTS’ REPORT)
N= ‘000
AUTHORISED* 50 million Ordinary Shares of N
= 1 each 50,000
ISSUED AND FULLY PAID** 50 million Ordinary Shares of N
= 1 each 50,000
EQUITY Called-up share capital 50,000
Share premium 11,270,524
Revenue reserve 7,811,435
SHAREHOLDERS’ FUNDS 19,131,959
* At an Extra-Ordinary General Meeting held on 26 July 2006, the authorised share capital was increased from N
= 50 million to N
= 6 billion and
the Company’s shares were subdivided from N
= 1 to 50 kobo.
** At an Extra-Ordinary General Meeting held on 20 August 2006, the issued share capital was increased from N
= 50 million to N
= 5 billion
through the allotment of 9.9 billion ordinary shares to existing shareholders via a bonus issue.
Page 8
DIRECTORS AND OTHER PARTIES TO THE OFFER
DIRECTORS JOINT ISSUING HOUSES
Alhaji Aliko Dangote C O N (Chairman) IBTC Chartered Bank Plc
4 Karimu Kotun Street I.B.T.C. Place
Victoria Island Walter Carrington Crescent
Lagos Victoria Island
Lagos
Mr Narendra Kumar Somani (Indian) (Managing)
Modandola House Vetiva Capital Management Limited
42/44 Warehouse Road Plot 266B Kofo Abayomi Street
Apapa Victoria Island
Lagos Lagos
Mr Suleiman Oladapo Olarinde (Executive) Access Bank Plc
Modandola House Plot 1665 Oyin Jolayemi Street
42/44 Warehouse Road Victoria Island
Apapa Lagos
Lagos
Dr Konyinsola Ajayi SAN BGL Securities Limited
4 Goriola Street Plot 1061 Abagbon Close
Off Adeola Odeku Street Off Ologun Agbaje Street
Victoria Island Victoria Island
Lagos Lagos
Mr Olakunle Alake Ecobank Nigeria Plc

8 Theophilus Orji Street Plot 21 Ahmadu Bello Way
Lekki Phase 1 Victoria Island
Lagos Lagos
Alhaji Sani Dangote FBN Capital Limited
(representing Dangote Industries Limited) 16 Keffi Street
Plot 245 Muri Okunola Street South West Ikoyi
Victoria Island Lagos
Lagos
Alhaji Abdu Garba Dantata Primrose Tower
34B Agodogba Avenue 17A Tinubu Street
Parkview Estate Lagos
Ikoyi
Lagos Fidelity Bank Plc
Ms Bennedikter China Molokwu Fidelity Place
313A Ikorodu Crescent 2 Kofo Abayomi Street
Dolphin Estate Victoria Island
Ikoyi Lagos
Lagos
Mr Uzoma Nwankwo Wesley House
14C Temple Road 21/22 Marina
Ikoyi Lagos
Lagos
COMPANY SECRETARY Waterfront Plaza
Mr Adewale Adebayo Agboola 270 Ozumba Mbadiwe Avenue
Modandola House Victoria Island
42/44 Warehouse Road Lagos
Apapa
Lagos Zenith Bank Plc
REGISTERED OFFICE: Zenith Heights
Marble House Plot 87 Ajose Adeogun Street
1 Alfred Rewane Road Victoria Island
Ikoyi Lagos
Lagos
Page 9
JOINT STOCKBROKERS TO THE OFFER EMI Capital Resources Limited
Future View Financial Services Limited 45A Campbell Street
Future View Plaza Lagos
Plot 161D Aufu Talyor Close, Off Idejo Street
ESL Securities Limited
Victoria Island
3rd Floor, Cowrie House
Lagos
27/29 Adeyemo Alakija Street
AMYN Investments Limited Victoria Island
19th Floor, Stock Exchange House Lagos
2/4 Customs Street
Fidelity Union Securities Limited
Lagos
36 Adeola Hopewell Street
APT Securities Limited Victoria Island
3rd Floor, Church House Lagos
29 Marina
Finmal Finance Services Limited
Lagos
10 Ijora Causeway
BFCL Assets & Securities Limited Lagos
5th Floor, UBA House
Heartbeat Investments Limited
57 Marina
7th Floor, Wesley House
Lagos
21/22 Marina
BGL Securities Limited Lagos
Plot 1061 Abagbon Close
IBTC Asset Management Limited
Off Ologun Agbaje Street
I.B.T.C. Place
Victoria Island
Walter Carrington Crescent
Lagos
Victoria Island
Camry Securities Limited Lagos
Wesley House Annex
ICMG Securities Limited
21/22 Marina
8B Ademola Street
Lagos
South West Ikoyi
Capital Assets Limited Lagos
8th Floor, Bookshop House
International Standard Securities Limited
50/52 Broad Street
144A Association Road
Lagos
Dolphin Estate, Ikoyi
Capital Express Securities Limited Lagos
2nd Floor, Crusader House
Lambeth Trust & Investment Company Limited
23/25 Martins Street
1st Floor, 4/6 Mobolaji Bank Anthony Street
Lagos
Off Broad Street
Clearview Investments Company Limited Lagos
6th Floor, NCR Building
LB Securities Limited
6 Broad Street
Plot 932 Idejo Street
Lagos
Victoria Island
CSL Stockbrokers Limited Lagos
3rd Floor, Primrose Tower
Marina Securities Limited
17A Tinubu Street
45 Saka Tinubu Street
Lagos
Victoria Island
De-Canon Investment Limited Lagos
4th Floor, Wesley House MBC Securities Limited
21/22 Marina 2nd Floor, South Atlantic Petroleum Towers
Lagos 7 Adeola Odeku Street
Diamond Securities Limited Victoria Island
3 Elsie Femi Pearse Street Lagos
Off Adeola Odeku Road Meristem Securities Limited
Victoria Island, Lagos 23A Ribadu Road
Greenwich Trust Limited Off Awolowo Road
Plot 1698A Oyin Jolayemi Street Ikoyi
Victoria Island, Lagos Lagos
Page 10
Mutual Alliance Investment & Securities Limited Tower Assets Management Limited
Mutual Alliance House 2nd Floor, Suite 6, Maina Court
207B Ikorodu Road Plot 252A Herbert Macaulay Way
Obanikoro Opposite NNPC Tower
Lagos Abuja
Nova Finance & Securities Limited UNEX Securities & Investment Limited
1st Floor, Speedway House 3 Biaduo Street
21 Araromi Street Off Keffi Street
Off Macarthy Street South-West Ikoyi
Onikan Lagos
Lagos
Partnership Investment Company Limited Plot 266B Kofo Abayomi Street
37 Ademola Street Victoria Island
South West Ikoyi Lagos
Lagos
Zenith Securities Limited
Pilot Securities Limited Zenith Heights
1st Floor, Wing E Plot 87 Ajose Adeogun Street
Elephant Cement House Victoria Island
Business District Centre Lagos
Alausa AUDITORS
Lagos Akintola Williams Deloitte
Akintola Williams Deloitte House
Premium Securities Limited 235 Ikorodu Road
16 Keffi Street Ilupeju
South West Ikoyi Lagos
Lagos
REPORTING ACCOUNTANTS
PSL Limited Ahmed Zakari & Co
3rd Floor, Cathedral House (Chartered Accountants)
2 Odunlami Street African Alliance Building
Lagos F1 Sani Abacha Way
Kano
SanTrust Securities Limited SOLICITORS TO THE COMPANY
4th Floor, 28 Berkley Street ǼLEX Legal Practitioners & Arbitrators
Onikan 7th Floor, Union Marble House
Lagos 1 Alfred Rewane Road
Ikoyi
Signet Investments & Securities Limited Lagos
Signet Suite
Church House JOINT SOLICITORS TO THE OFFER
29 Marina Banwo & Ighodalo
Lagos 98 Awolowo Road
Ikoyi
SMADAC Securities Limited Lagos
2nd Floor, Kingsway Building
51/52 Marina Wali-Uwais & Co
Lagos 1st Floor Right Wing
Afri-Investment House
Spring Stockbrokers Limited Plot 2669 Aguiyi Ironsi Street
Plot 1611 Adeola Hopewell Street Maitama
Victoria Island Abuja
Lagos REGISTRARS
Zenith Registrars Limited
Summit Finance Company Limited 1 Prince Ade Odedina Street
Summit House Off Sinari Daranijo Street
6 Ajele Street Victoria Island
Lagos Lagos
Page 11
JOINT UNDERWRITERS JOINT RECEIVING BANKERS
IBTC Chartered Bank Plc IBTC Chartered Bank Plc
I.B.T.C. Place I.B.T.C. Place
Walter Carrington Crescent Walter Carrington Crescent
Lagos Lagos
Vetiva Capital Management Limited Access Bank Plc
Plot 266B Kofo Abayomi Street Plot 1665 Oyin Jolayemi Street
Lagos Lagos
Access Bank Plc Ecobank Nigeria Plc
Plot 1665 Oyin Jolayemi Street Plot 21 Ahmadu Bello Way
Lagos Lagos
BGL Limited Fidelity Bank Plc
Plot 1061 Abagbon Close Fidelity Place
Off Ologun Agbaje Street 2 Kofo Abayomi Street
Lagos Lagos
Ecobank Nigeria Plc First Bank of Nigeria Plc
Plot 21 Ahmadu Bello Way Samuel Asabia House
Victoria Island 35 Marina
Lagos Lagos
Fidelity Bank Plc First City Monument Bank Plc
Fidelity Place Primrose Tower
2 Kofo Abayomi Street 17A Tinubu Street
Victoria Island Lagos
Lagos
Intercontinental Bank Plc
First Bank of Nigeria Plc Intercontinental Plaza
Samuel Asabia House Plot 999C Danmole Street
35 Marina Victoria Island
Lagos Lagos
First City Monument Bank Plc Oceanic Bank International Plc
Primrose Tower 270 Ozumba Mbadiwe Avenue
17A Tinubu Street Victoria Island
Lagos Lagos
Intercontinental Capital Markets Limited Skye Bank Plc
Wesley House Plot 708/709 Adeola Hopewell Street
21/22 Marina Victoria Island
Lagos Lagos
Oceanic Bank International Plc Zenith Bank Plc
270 Ozumba Mbadiwe Avenue Zenith Heights
Victoria Island Plot 87 Ajose Adeogun Street
Lagos Victoria Island
Skye Bank Plc Lagos
Plot 708/709 Adeola Hopewell Street
Victoria Island
Lagos
Zenith Bank Plc
Zenith Heights
Plot 87 Ajose Adeogun Street
Victoria Island
Lagos
Page 12
THE CHAIRMAN’S LETTER
The following is the text of a letter received by the Joint Issuing Houses from the Chairman of the Board of
Directors of Dangote Sugar Refinery Plc, Alhaji Aliko Dangote C O N:
01 November 2006
The Directors and and

IBTC Chartered Bank Plc
I.B.T.C. Place The Directors The Directors
Walter Carrington Crescent Vetiva Capital Management Limited Access Bank Plc
Victoria Island Plot 266B Kofo Abayomi Street Plot 1665 Oyin Jolayemi Street
Lagos Victoria Island Victoria Island
Lagos Lagos
and and and
The Directors The Directors The Directors
BGL Securities Limited Ecobank Nigeria Plc FBN Capital Limited
Plot 1061 Abagbon Close Plot 21 Ahmadu Bello Way 16 Keffi Street
Victoria Island Victoria Island South West Ikoyi
Lagos Lagos Lagos
and and and
FCMB Capital Markets Limited Fidelity Bank Plc Intercontinental Capital Markets Limited
Primrose Tower Fidelity Place Wesley House
17A Tinubu Street 2 Kofo Abayomi Street 21/22 Marina
Lagos Victoria Island, Lagos Lagos
and and
The Directors The Directors
Waterfront Plaza Zenith Heights
270 Ozumba Mbadiwe Avenue Plot 87 Ajose Adeogun Street
Victoria Island, Lagos Victoria Island, Lagos
Dear Sirs
INITIAL PUBLIC OFFERING OF 3,000,000,000 ORDINARY SHARES OF 50 KOBO EACH IN DANGOTE SUGAR
REFINERY PLC AT N
= 18.00 PER SHARE
At an Extra-Ordinary General Meeting of Dangote Sugar Refinery Plc held on 05 September 2006, the
shareholders authorised the Board of Directors to undertake an Initial Public Offering to give every interested
investor the opportunity to own shares in the Company, which is 99% owned by Dangote Industries Limited,
and also enable the Company meet the requirements for a listing on The Nigerian Stock Exchange. JP
Morgan and Deutsche Bank, two leading international investment banks, were engaged to provide certain pre-
Offer financial advisory services to the Company along with the Lead Issuing Houses.
At a subsequent Board Meeting held on 06 September 2006, the Directors approved an Offer for Sale of
3,000,000,000 Ordinary Shares of 50 kobo each at N= 18.00 per share. On behalf of the Directors of Dangote
Sugar, I am pleased to provide you with information relating to the Company and the Offer, which you are
making on our behalf.
Page 13
1. HISTORY AND BUSINESS OF THE COMPANY
1.1 History
Dangote Sugar commenced business in March 2000 as the sugar division of Dangote Industries
Limited. DIL had initially entered the sugar business in 1978 through the importation and trading of
white sugar. DIL decided to commence white sugar production in 2000 and commissioned the sugar
refining factory located at Apapa port in 2001. The sugar division was spun-off as Dangote Sugar
Refinery Plc via a Scheme of Arrangement in January 2006 which transferred all the assets, liabilities
and undertakings attributable to the sugar division of DIL to Dangote Sugar.
1.2 Business
Dangote Sugar is in the business of sugar refining. Our objective from the onset was to expand local
sugar production by refining raw sugar for direct consumption and industrial needs, thereby reducing
the country’s dependence on refined sugar importation. The Company imports raw sugar from Brazil,
refines it into Vitamin A fortified white sugar at its Apapa factory and sells its products under the
brand name “Dangote Sugar” across Nigeria. The Company produces Vitamin A fortified white
sugar to comply with the policy of NAFDAC, which makes the fortification of staple foods with
Vitamin A mandatory in Nigeria. Dangote Sugar is one of the very few sugar refiners in the world
that produce Vitamin A fortified white sugar.
Dangote Sugar employs the talo-phosphatation and ion exchange resin technologies to purify sugar to
internationally accepted quality standards. The Company’s sugar refining factory was built using
Tate & Lyle’s technology, with an initial installed capacity to process 600,000 metric tonnes of raw
sugar per annum. Tate & Lyle is the largest sugar refiner in Europe and its refining technology is
widely regarded as one of the best in the world. The factory has undergone two expansions that have
increased installed capacity to about 1.44 million metric tonnes per annum. These expansions were
necessitated by a growing national demand for white sugar and the need to ensure that the factory’s
capacity is well above demand. The factory’s capacity utilisation is currently above 75%, making
Dangote Sugar the largest sugar refinery in sub Saharan Africa and one of the largest in the world.
The Company’s operations comprise two key business areas:
Refining Process
Marketing and Distribution
Refining Process
The refining process comprises the following:
Raw Sugar Handling

Raw sugar is discharged from the vessels using movable Colby cranes, and delivered to the refinery
by dump trunks loaded from sugar hoppers located close to the ship at the seaside. The hoppers are
fed by sugar scooped from the ship hatches using the clamshell buckets located on the ship. Raw
sugar is continuously sampled for quality laboratory testing as it is discharged from the vessel. Once
the incoming raw sugar is weighed and sampled, it is conveyed via belts to storage facilities called
the Raw Sugar Shed from where it is introduced into the refining process with large front-end
loaders.
Melting
Raw sugar is made up of sugar crystals that have a film of impurities on the surface. It is mixed with
warm sweetwater in a pre-melter to soften the film and is then fed sequentially into the melter
followed by the addition of water and steam to complete the dissolution process and obtain a
consistent liquor.
Page 14
Taloclarification and Filtration

Hydrated lime and phosphoric acid are added to the raw melter liquor to attract impurities. This is
further aerated to produce a flocculated precipitate which floats to the surface of the liquor, where it
is scraped off. A secondary clarification process referred to as scum desweetening is carried out to
separate scums or muds from sugar. As the cake from the filtration still contains some sugar, it is
converted to slurry and passed through a second filtration stage to recover the sugar, which is then
sent back to the melting process. The clarified liquor passes through deep bed filters to ensure that
any carry-over of flocculated precipitates from the clarifiers is taken out of the liquor.
Decolorisation
The pressed liquor from the filters is pumped through resin to remove colour molecules. The resin
takes out impurities not substantially removed by the taloclarification and filtration process. The
decolorised solution is known as fine liquor.
Evaporation and Crystallisation

An evaporator is used to remove some of the water prior to crystallisation. This fine liquor is fed into
10 large vacuum pans where the sugar crystals are grown. The crystallisation operation is completely
automated which ensures the production of uniformly grained sugar crystals in batch-wise quantities.
Page 15
Separation and Drying

The sugar crystals are separated from the mother syrup using 16 batch centrifuges. During the cycle,
a wash is applied to remove residual syrup adhering to the crystals. The separated liquor which still
contains significant amounts of sugar is sent to a second, and then a third crystallisation stage, to
ensure that the yield is maximised without compromising quality. The separated white sugar crystals
discharged from the centrifuges still contain up to 1% moisture. This is removed by passing the sugar
into a rotating two-stage dryer through which filtered, heated air is passed. Further drying occurs
during conveying to the silos or packing areas and in conditioning silos.
Sugar Recovery
A three-strike boiling scheme is used in producing three grades of remelt or recovery sugar that are
recycled through the melting operation. The final exhaust syrup is sent out as blackstrap molasses.
Sugar Conditioning
The dried sugar discharged from the granulators is then screened by three Rotex Screeners to meet
the particle size requirements and conveyed to conditioning silos equipped with dehumidified air.
The conditioned white sugar leaves the silos at a moisture of less than 0.04%.
Page 16
Fortification
The white sugar is mixed with Vitamin A in compliance with NAFDAC regulations.
Packaging
Fortified refined white sugar is packed from bagging hoppers through a Simon Richard weigher,
which discharges a minimum weight of 50kg of sugar into well labelled bags utilising the seven
packing machines in the Packaging station.
Laboratory, Maintenance & Engineering

Around the clock laboratory services are provided. Technical control, finished products,
microbiological and environmental testing are all carried out at the refinery. Incoming raw sugar and
other incoming products are tested in the special analysis unit of the refinery laboratory. Complete
engineering and maintenance support is provided by skilled craftsmen (staff and engineering
contracting firms). Inventories of parts necessary to maintain the refinery are kept on-site.
Boiler, Power & Water Plants

The Boiler plant has a total generating capacity of 280 tons of steam per hour. Three steam turbo
generators with a total capacity of 16 megawatts are used to provide the refinery with its own
electrical power requirements as well as other sister companies within the Apapa port. The water
treatment plant provides portable water for drinking, processing, fire protection and other uses, and
can produce 8,000 cubic meters of water per day.
Page 17
Marketing and Distribution

The refined white sugar is sold in 50kg bags to a variety of customers which can be grouped as follows:
Large industrial users - these are leading blue chip companies in Nigeria, and include Nestle
Nigeria Plc, Cadbury Nigeria Plc, Seven-Up Bottling Company Plc and Nigerian Bottling
Company Plc. This group typically accounts for 18% of the Company’s sales.
Distributors - This group buys white sugar wholesale from Dangote Sugar for retail to
households and small industrial users. Distributors account for about 82% of the Company’s
sales.
All the white sugar produced by Dangote Sugar is sold in Nigeria. Although the Company does not
formally export, its products find their way into neighbouring West African countries through
informal cross-border trading. The Company’s main marketing strategy is market development,
relying on its growing distribution network to reach every nook and cranny of the country in the most
cost effective manner. Dangote Sugar’s parent company, DIL, has been in the sugar business since
1978 and engaged in the importation of white sugar before commencing sugar refining in 2001. DIL
and Dangote Sugar have developed a deep understanding of the Nigerian sugar market, based on the
experience gained from over 28 years of selling white sugar in Nigeria.
1.3 Operating Environment
Dangote Sugar’s prevailing operating environment and that expected in the foreseeable future appear
very promising for the sustainable growth and profitability of the Company. The following are
examples of positive developments in the Company’s operating environment which should have a
positive impact on its profitability:
Nigeria’s economic growth

Nigeria, which boasts of Africa’s largest population and one of the continent’s richest natural
resource endowments, is well positioned to generate substantial domestic sources of growth. The
country’s economic growth has been fairly rapid in recent years after decades of weak economic
performance characterised by boom-bust cycles. GDP grew by 6.9% in 2005, after growing by
approximately 6% in the previous year. The strong economic performance has been broad-based and
is expected to continue into the foreseeable future. The continuing growth of Nigeria’s middle class
is boosting the country’s consumption potential, as it is widely believed that real growth in wages
and a rapid urbanisation rate underpin greater consumer spending power.
Current dynamics of the world sugar market:

Developments in the world sugar market point to a widening supply-demand gap that will greatly
favour producers of refined sugar such as Dangote Sugar. Some of these developments include:
EU sugar policy changes: Changes in EU’s sugar policy will result in gradual reductions in
subsidies to EU producers and selected importers. Subsidy cuts will result in EU sugar
industry becoming less competitive. Thus EU sugar production is expected to decline
significantly over the next two to three years.
Page 18
Increasing demand for biofuels: Rising oil prices and environmental concerns are driving
strong demand for biofuels. Initiatives to use ethanol as a transport fuel are on the rise
worldwide and this is likely to drive diversion of sugarcane from sugar to ethanol production.
Brazil, a key manufacturer and consumer of ethanol, is witnessing strong ethanol demand,
driven by flexi-fuel vehicles. This may ultimately result in a decline in white sugar supply.
India and China becoming net sugar importers: India and China consume almost a quarter
of annual global sugar output, with demand in these countries growing 4.5% faster than
global demand. Over the next few years, domestic demand in India and China are expected
to surpass the maximum domestic production thresholds of these countries, resulting in a
move towards import dependence.
The ECOWAS free trade zone:

The ECOWAS market is now a free-trade zone and goods produced in any country within the zone
can be freely circulated without tariffs. Given that there are no refiners of a significant size in the
region or any developed plantation, other ECOWAS countries constitute a sizeable market which the
Company intends to explore in the near future at international market prices.
Scope for increased sugar consumption per capita

Nigeria currently has a sugar consumption rate of 7.5kg per capita, which is one of the lowest sugar
consumption rates in the world.
Country Sugar consumption

(kg/capita)
Brazil 58.7
Russia 46.1
Morocco 37.0
Egypt 35.1
South Africa 33.0
Sudan 24.7
Kenya 22.1
India 18.0
China 9.0
Tanzania 9.0
Nigeria 7.5
Source: ISO Statistical Bulletin
We expect that in the foreseeable future, the per capita sugar consumption in Nigeria will grow in
line with expected growth in GDP per capita and urbanisation rate, as research has shown a strong
positive correlation between per capita sugar consumption and GDP per capita. With increased
urbanisation, there is an increased demand for processed foods most of which have sugar as an
ingredient. Thus with an increasing population and an increasing per capita sugar consumption, the
Nigerian sugar market should witness an exponential increase in the foreseeable future.
Strong barriers to entry:

The leading position of Dangote Sugar in the Nigerian sugar business is preserved by the following
barriers to entry:
High import duties: The import substitution strategy of the Federal Government of Nigeria is
designed to promote the development of local industries by setting low tariffs on raw
materials and complete knocked down parts, and high tariffs on finished goods.
Accordingly, raw sugar is taxed at 5% compared to 50% (plus 10% sugar development levy)
for white sugar. This tariff differential makes imported white sugar very uncompetitive in
the Nigerian market.
Page 19
Vitamin A fortification requirements: Nigeria has been a pioneer in the developing world in
mandating the fortification of staple foods (such as flour, vegetable oil and sugar) with
Vitamin A as a means to eradicate Vitamin A deficiency and malnutrition amongst Nigerian
masses.
Dangote Sugar has perfected and patented its Vitamin A fortification technology and fully
complies with the fortification requirement. Very few countries in the world have similar
requirements. None of the white sugar exporting countries has this requirement. Thus, for a
Nigerian importer to meet the Vitamin A fortification requirement, it has to make a special
request which will attract significant additional cost because of required customised
production. In addition, Vitamin A is relatively unstable and difficult to transport, which
makes the importation of fortified sugar more difficult.
High investment requirements: The cost of setting up a sugar refinery in Nigeria is quite
high. The Company has spent approximately US$250 million to set up its refinery at current
production capacity. Lower capacity factories are possible but may be less efficient because
of reduced economies of scale.
2. RISK FACTORS AND MITIGANTS
Political Risk
Nigeria faces economic and political challenges that can undermine the business environment.
Nigeria has experienced over 7 years of uninterrupted democratic rule for the first time since our
independence in 1960. We expect a smooth transition to another civilian government in 2007 and a
continuation of this trend. Nigeria’s recent BB- rating by both Standard & Poors and Fitch which
puts the country at par with Turkey, Brazil and Ukraine, and the commendations the Federal
Government’s economic reforms have received from the international community should stimulate
increased interest in the Nigerian economy.
Currency Risk
Fluctuations in the value of the naira can make costs unpredictable for Dangote Sugar given its
heavy dependence on imported raw sugar.
In view of the Central Bank of Nigeria’s proactive and effective management of the exchange rate
and the country’s huge foreign reserves, the exchange rate between the naira and the US dollar is
expected to be stable in the foreseeable future. In addition, Dangote Sugar is able to effectively price
its white sugar in US$, thus minimising the impact of any exchange rate fluctuation.
Regulatory Risk
Dangote Sugar is exposed to changes in the regulatory environment.
Quality: White sugar produced by Dangote Sugar complies with international quality
standards.
Fortification: The NAFDAC requirement to fortify sugar with Vitamin A is supported by the
United Nations as a means to eradicate malnutrition in children. This policy is expected to
continue in the foreseeable future.
Tariff protection: The difference in tariffs between white and raw sugar imports aims to promote
local white sugar production rather than importation, and the narrowing of this differential is
unlikely to occur. The wide disparity between the import duty levied on raw materials/complete
knocked down parts and that levied on corresponding finished goods is an essential part of the
import substitution policy of the FGN. The entire manufacturing sector (not just sugar refining)
in Nigeria is protected by this policy, and the sector’s survival is hinged on the continuity of this
policy. We do not therefore expect that the FGN will expose the manufacturing sector to unfair
competition by discarding this policy. We also do not expect a selective amendment of this
policy to the detriment of the sugar refining industry.
Page 20
Business Risk
Dangote Sugar is exposed to fluctuations in raw sugar prices.
Like most leading manufacturing companies in Nigeria, Dangote Sugar is able to pass on any raw
material price increases to its consumers. A new entrant to the market would be exposed to the same
raw sugar price fluctuations. This should ensure that white sugar prices are market driven and follow
fluctuations of raw sugar prices, and margins remain constant. In addition, Dangote Sugar hedges
one-third of its purchases.
Dangote Sugar faces competition from importers.

NAFDAC regulations make it mandatory for refined sugar to be fortified with Vitamin A, making
importation of substitutes more difficult as Vitamin A is relatively unstable and degrades quickly
during transportation. In addition, imported white sugar is taxed at 50% plus a further 10% sugar
development levy, making it more expensive than locally refined white sugar.
Dangote Sugar faces the threat of potential new entrants.

The construction of a sugar refinery requires significant investments. The difficult trading
environment in Nigeria arising from a lack of basic infrastructure (such as uninterrupted power, etc)
makes such large investments very risky and less attractive. This will make it less economically
viable than Dangote Sugar.
Dangote Sugar could face a shutdown resulting in a shortage of its products, which would have a
detrimental impact on its reputation.
Following the shutdown during the 2005 expansion of the refinery, Dangote Sugar consistently
stocks 15 days of finished goods. In addition, the Company does not operate at full capacity which
enables it to increase production temporarily to catch up on any order backlog.
Refining is a cost and investment intensive process

More than 95% of Dangote Sugar’s costs are variable. In addition, the Company has completed its
investment cycle thus making CAPEX required to maintain the factory minimal.
Dangote Sugar could face a shortage of raw sugar supply

Dangote Sugar purchases raw sugar on the international market and it has supply contracts with
Sucden. France and Cargill, which guarantee the Company raw sugar supply for 3 years at market
price.
Dangote Sugar could face technical challenges which it does not have the expertise to deal with.
The technology for sugar refining is standard and stable. The current refinery was commissioned by
Tate & Lyle and Dangote Sugar has operated it for over 5 years without any issues. The Company
employs one of the nation’s largest contingent of engineers, including a team of expatriates with
wide experience in the sugar industry in key emerging markets.
Sectoral Risk
If prices are too high, demand could reduce.
There are no effective substitutes for sugar.
Dangote Sugar could face a slowdown in the Nigerian sugar market and may not be able to meet
its revenue projections.
At 7.5kg/capita, sugar consumption in Nigeria is low compared to African and emerging markets.
Consumption is expected to rise in view of current and expected future growth of the Nigerian
economy. There should be an exponential growth in the Nigerian sugar market, with the expected
population growth.
Dangote Sugar has access to only one market – the Nigerian market
Dangote Sugar could actually export to any ECOWAS market at no duties, effectively providing the
Company access to about 250 million people.
Page 21
Environmental Risk
Industrial operations cause pollution.
Only about 1,000 tonnes per annum of solid waste are produced by the factory, and the Company
uses a government designated site at Sagamu in Ogun State for waste dumping. A full conversion to
gas will soon be completed at the factory, which will completely eliminate smoke emissions. In
addition, FEPA carries out a weekly environmental compliance audit of the factory.
Dangote Sugar faces the threat of product contamination.

NAFDAC and SON carry out quarterly independent quality control checks on the Company.
Nigerian Bottling Company Plc, one of the Company’s biggest industrial customers, also carries out
regularly independent quality control checks.
3. BOARD OF DIRECTORS
The Board of Directors of Dangote Sugar consists of nine members, two of whom act in executive
capacities.
I, Alhaji Aliko Dangote C O N, am the Chairman of the Board. I am a graduate

of Business Studies from the Al-Azahar University, Cairo, Egypt (1977). I am
an entrepreneur and the founder/Chief Executive Officer of the Dangote Group,
which I transformed from a small trading business I started in 1978 to a multi-
billion naira conglomerate spanning the West African sub region. The Dangote
Group has remained committed to creating and sustaining excellence in the
Nigerian economy.
In recognition of my contributions to the growth of the Nigerian economy and my philanthropy, I

have been conferred with several awards including the prestigious ZIK Award for professional
leadership (1992), the International Award of Sir Ahmadu Bello, the Cross River State Roll of
Honour Award (2002), the Thisday Newspapers Award for Chief Executive Officer of the Year
(2005) and the PricewaterhouseCoopers Award for Nigeria’s Most Respected CEO (2005). I was
conferred with the national honour of Officer of the Order of the Niger (O O N) in 2000 and
Commander of the Order of the Niger (C O N) in 2005.
I am also on the Boards of the National Council of Nigerian Vision, Mohammed Bello Endowment
for Justice and Jurisprudence, Kano Foundation, the Nigerian Economic Summit Group, African
Petroleum Plc, National Investment Promotion Council and the Heart of Africa (a management group
on Nigeria Image Project), amongst others.
The other Directors on the Board are:
Mr Narendra Kumar Somani is the Managing Director of Dangote Sugar. He

is an Indian national with over 30 years management experience in running
conglomerates and multinational organisations. Before assuming his current
position in February 2005, he was the Group Chief Executive Officer of the
Churchgate Group from 2002 to 2005 having earlier served as the Group
General Manager of the same company from 1980 to 1989. He also earlier
served as the Managing Director of Auditex System India Limited (an
educational aid company) from 1990 to 2002 and as a Commercial Executive with Birla Group (a
large textile mill) from 1975 to 1980.
Mr Somani holds a Bachelors degree in Physics, Chemistry and Mathematics from the University of
Rajasthan, India (1972) and is a Fellow of the Institute of Chartered Accountants of India (1982).
Page 22
Mr Suleiman Oladapo Olarinde is the Finance Director of Dangote Sugar. He

holds a Bachelors degree in Economics from Ahmadu Bello University, Zaria
(1983) and is a Fellow of the Institute of Chartered Accountants of Nigeria. He
started his professional career with PriceWaterhouse in 1984, where he worked
as an External Auditor and Financial Advisory Services Consultant to various
organisations especially banks and conglomerates. He resigned in 1990 to join
the Dangote Group.
Mr Olarinde has attended various local and international courses and his experience within the
Dangote Group spans Internal Auditing, Acquisitions and General Management.
Dr Konyinsola Ajayi SAN is a non-Executive Director of Dangote Sugar. He

holds an LLM from Harvard Law School, USA (1982) and a PhD from
University of Cambridge, England (1990). He is presently the Managing Partner
of the law firm of Olaniwun Ajayi and is a Senior Advocate of Nigeria. He has
been a legal counsel in Nigeria since 1980 and has over 25 years legal expertise
in Energy and Natural Resources, International Business Transactions, Banking,
Capital Markets, Construction and Engineering, Privatisation as well as
Litigation and Arbitration.
Dr Ajayi is a member of the International Bar Association, London, the Nigerian Bar Association and
the Nigerian Economic Summit Group. He is also a Fellow of the Institute of Advanced Legal
Studies and a member of the Chartered Institute of Arbitrators, London.
Mr Olakunle Alake is a non-Executive Director of Dangote Sugar. He holds a

Bachelors degree in Civil Engineering from Obafemi Awolowo University, Ile-
Ife (1983) and is a Fellow of the Institute of Chartered Accountants of Nigeria.
He started his career with PriceWaterhouse, a firm of Chartered Accountants, in

September 1984 and resigned in 1990 to join Liberty Merchant Bank Limited as
the Financial Controller. In August 1993, Mr Alake was appointed Managing
Director/Chief Executive of Liberty Merchant Securities Limited. He was a
Management Consultant and part of the team that provided turn around services for the smooth take-
over of International Trust Bank Plc by the Dangote Group in August 1996. He later joined the
Dangote Group in July 1997 as the Financial Controller and Head of Strategic Services. He was
promoted to the position of Group Strategist/Executive Director in 2001.
Alhaji Sani Dangote is a non-Executive Director of Dangote Sugar. He is an

alumnus of Harvard Business School, USA. He is an established businessman
with investments in key sectors of the economy including manufacturing,
agriculture, banking and oil services. He is currently the Group Vice President
of the Dangote Group. He also sits on the Board of several other companies
including Nigerian Textile Mills Plc, Nutra Sweet Limited, Gum Arabic
Limited, Dangote Textile Mills Limited, Alsan Insurance Brokers, Dan-Hydro
Company Limited, Dansa Food Processing Company Limited and Dangote
Farms Limited.
Alhaji Sani Dangote is also the Deputy Chairman of African Gum Arabic Producers Association and
a two-time President of Lagos Polo Club in addition to being a professional polo player. In
recognition of his sterling leadership qualities, he was recently appointed as the Consul-General of
the Romanian Embassy in Nigeria. He is a member of several Chambers of Commerce, a Fellow of
the Chartered Institute of Shipping of Nigeria and President of the Fertiliser Producers and Suppliers
Association.
Page 23
Alhaji Abdu Garba Dantata is a non-Executive Director of Dangote Sugar.

He is currently the Executive Director, Sales & Marketing of the Dangote
Group, a position he has held since the Group was established more than 20
years ago. He has responsibility for coordinating the sales and marketing of all
products manufactured or imported by the Group. He is responsible for
coordinating the distribution of the Group’s products to reach every corner of
the Nigerian market. He is the Chairman of Agad Nigeria Limited, a trading and
transportation company operating throughout Nigeria.
Ms Bennedikter China Molokwu is a non-Executive Director of Dangote

Sugar. She holds a LLB from University of Nigeria, Nsukka (1975) and was
called to the Nigerian Bar in 1976. She also holds a Masters Degree (Cum
Laude) in International & Comparative Law from Vrije Universiteit Brussel,
Belgium (1978), and certificates in Management from Columbia University,
USA (1988) and in International Banking from Manchester Business School,
United Kingdom (1991). She has worked in the telecommunication and
banking sectors and has built a reputation for her analytical, planning,
organisational and negotiating skills. Her experience spans administration, law, public relations,
planning, financial services and corporate finance.
She is a Fellow of the Institute of Directors and a Member of the Nigerian Bar Association,
International Bar Association, International Federation of Women Lawyers and Chartered Institute of
Bankers.
Mr Uzoma Nwankwo is a non-Executive Director of Dangote Sugar. He

graduated from University of Nigeria, Nsukka in 1980 with a Second Class
Honours (Upper Division) in Engineering. He holds a Masters of Science
degree in Agricultural Engineering from Michigan State University, USA
(1983) and an MBA with specialization in Financial and International Business
Management from University of Michigan, USA (1987).
He has held positions in several international organizations. He was Vice

President/Unit Head at Citicorp North America (1992) with responsibility for
developing and managing asset based and structured finance for the middle market in the US. In
1994 he joined Nigeria International Bank Limited (i.e. Citibank Nigeria) as Executive Director
Corporate Bank and Citibank Africa Division in 1997 as Africa Head of Structured and Asset Based
Finance. He was Director for Structured Finance Africa LOITA Capital Partners, Johannesburg, a
boutique investment bank. He returned to Nigeria in 2000 and joined First Bank of Nigeria Plc as
Executive Director (Risk and Management Control).
He has been Consultant/Lead Advisor to many companies both locally and internationally in the
areas of financial management, mergers and acquisitions and business process improvement. He
joined Dangote Industries Limited in 2005 as Executive Director, Corporate Finance and Treasury.
4. MANAGEMENT AND STAFF
The management team, comprising the Managing Director, the Finance Director and other
management staff, oversees the day to day affairs of the Company and is responsible to the Board of
Directors. The Company had a total of 672 employees as at 30 June 2006, comprising 37 managerial
and 635 non-managerial staff.
Key management staff of the Company are as follows:
Engineer Diego Cortes is the General Manager, Refinery. He was trained as an Engineering
Technician in Panama (1965). He has over 30 years experience in Maintenance and Personnel
Training Management and is well learned in Boiler Operations, Sugar Technology, Welding and
Steam Turbine. Prior to joining the Company in 2000, he worked at Chiriqui Sugar Mill, Panama
(1978 to 1980) as Assistant Factory Superintendent responsible for the maintenance and operations of
Page 24
the boilers; Kenana Sugar Complex, Sudan (1980 to 1988) as Chief Engineer responsible for boiler
operation machine shop operations; F. C. Shaffer & Associates (1988 to 1989) as Consultant to study
power core regeneration from bagasse for sugar mills; and Alma Plantation, Panama (1989 to 2000)
as Assistant Chief Engineer responsible for boilers operations, machine shop operations and day-to-
day maintenance. He has attended courses in these fields in the United Kingdom and USA.
Engineer Braimoh Ogunwale is the Chief Engineer. He holds a Diploma in Mechanical

Engineering from University of Science & Technology, Kumasi, Ghana (1969) and a Diploma in
Financial Management from University of Ibadan Consultancy Unit (1998). He is a Member of the
Council of Registered Engineers of Nigeria and the Nigeria Society of Engineers, and an Associate of
the British Institution of Mechanical Engineers. Before joining Dangote Sugar in 1998, Engineer
Ogunwale worked for 21 years (1971 to 1992) at the Nigerian Sugar Company, Bacita, where he rose
from the position of Shift Engineer to Assistant General Manager (Production) and gained
considerable experience in the erection, commissioning, maintenance and management of sugar
plants. He was involved in consultancy services between 1992 and 1998.
Mr Tony Nya Duke is the Assistant General Manager, Administration and Human Resources. He
holds an HND in Accountancy from Calabar Polytechnic (1985), a Post Graduate Degree in Public
Administration from University of Ibadan (1999) and an MBA in Management from Ambrose Alli
University, Ekpoma (2003). He is a Member of the Chartered Institute of Personnel Management,
Nigerian Institute of Management, the Chartered Institute of Taxation of Nigeria, the Institute of
Certified Public Accountants of Nigeria and the Institute of Industrial Security & Safety of Nigeria.
His experience spans treasury, finance, audit and risk management.
Mr Christopher Ikechukwu Okoh is the Chief Chemist. He holds a Bachelor of Science degree in
Biochemistry from University of Benin (1990) and a Masters of Science Degree in Analytical
Chemistry from University of Ibadan (1997). He has 13 years manufacturing experience involving
quality management, plant commissioning, plant upgrades and food projects implementation. He is a
Member of the Institute of Chartered Chemists of Nigeria, the Institute of Public Analysts of Nigeria,
the Nigerian Institute of Food Science & Technology, the Association of Analytical Chemists and the
American Society of Sugarcane Technologists.
Mr Tunde Enitan Mabogunje is the General Manager, Sales & Marketing. He holds a Bachelors
degree in History from Ahmadu Bello University, Zaria (1984) and an MBA from Ogun State
University (2004). He has over 20 years experience in field sales and marketing, working for
organisations such as Tate Industries Plc and Dunlop Nigeria Plc. He is a Member of the National
Institute of Marketing of Nigeria.
Mrs Aderoju Olanrewaju Akinsanya is the Head, Audit/Risk. She holds an HND in
Accountancy/Finance from Lagos State Polytechnic (1981) and an MBA from Ado-Ekiti University
(2001). She is a Fellow of the Institute of Chartered Accountants of Nigeria and a Chartered Member
of the Nigerian Institute of Management. She worked as an Accountant for Akintola Williams & Co
(1992 to 1994) and was the Head of Internal Audit at Nationwide Merchant Bank Limited before
joining DIL in 1999.
Mr Agboola Adewale Adebayo is the Company Secretary. He holds a LLB (Civil Law) from
Obafemi Awolowo University, Ile-Ife (1990) and a BL from the Nigerian Law School in 1991. He
started his career with Prince Yomi Oshikoya & Co (1992 to 1994) and joined Akinjide & Co as a
Counsel (1995 to 1998). He joined Bode Wilfred & Co as Senior Counsel in 1998 and was appointed
the Human Resource Manager and Company Secretary/Legal Adviser to Daayad Group of
Companies in 2001. He joined the Dangote Group in 2005.
Page 25
5. PREMISES
Dangote Sugar currently operates from a Corporate Office and a factory, which are both located in
Apapa, Lagos. Details of the Company’s premises are provided below:
Location Address Nature of holding Date of expiration
Lagos Modandola House Short term tenancy 14 July 2007

(Corporate Office) 42/44 Warehouse Road
Apapa
Lagos Shed 20 Leasehold 31 May 2020

(Factory) Apapa Wharf
6. PURPOSE OF THE OFFER
The IPO is being undertaken to give investors an opportunity to become part owners of Dangote
Sugar, the market leader in the Nigerian sugar industry, which is currently 99% owned by DIL. The
IPO will also enable the Company meet the requirements for a listing on The Nigerian Stock
Exchange.
7. FINANCIAL SUMMARY
The financial summary provided below has been prepared from information extracted from the
Reporting Accountants’ Report on segmental financial statements of the erstwhile Sugar Division of
DIL for the five years ended 31 December 2005, the audited financial information of Dangote Sugar
for the six months ended 30 June 2006 and the Reporting Accountants’ Report on the Profit Forecast
of Dangote Sugar for the years ending 31 December 2006, 2007, 2008 and 2009.
Earnings (N
= ’billion)
30
30
27
PBT 24
23
PAT
20
20 18 18 18
9 9
10 CAGR (2001 - 2005): 41%
7 7
5 5
2 2 1 1
0
2001 2002 2003 2004 2005 2006E 2007E 2008E 2009E
Dangote Sugar currently enjoys pioneer status and is not liable to taxation until the pioneer status
expires on 01 January 2007. The Company’s PAT for the year ended 31 December 2007 will
therefore be subject to taxation.
Page 26
EBITDA and EBITDA margins (N

= ’billion)
32
30 29
EBITDA (N'b)
EBITDA Margins 26
20
20 CAGR (2001 - 2005): 46%
13
10
10
7
3 2
27% 29% 29% 29%
24% 22% 23%
19% 17%
0
2001 2002 2003 2004 2005 2006E 2007E 2008E 2009E
Growth in EBITDA margins from 2006 to 2007 will be driven by a complete switch from liquid fuels
to gas by 2006 ending thereby reducing operating cost and enhancing overall efficiency. The
Company intends maintaining a cost efficient structure by keeping EBITDA margins at an average of
29% from 2007.
Turnover (N
= ’billion)
120
110
98
100
86 88
CAGR (2001 - 2005): 41%

80
59
60
37
40
28
20 15 14
0
2001 2002 2003 2004 2005 2006E 2007E 2008E 2009E
Growth in turnover will be driven by anticipated growth in the Nigerian sugar market.
Page 27
8. WORKING CAPITAL, PROFIT AND DIVIDEND FORECASTS
The Directors of Dangote Sugar, after due consideration of the Company’s present financial position,
are of the opinion that the Company will have adequate working capital for its immediate and
foreseeable future obligations and funding requirements.
The Directors estimate that in the absence of unforeseen circumstances, the profit before taxation for
the years ending 31 December 2006, 2007, 2008 and 2009 will be in the order of N = 17.9 billion, N
= 23.7
billion, N
= 27.1 billion and N = 30.2 billion respectively. If these estimates are achieved, the
appropriations thereof will be approximately as follows:
N
= ’000
Year Ending 31 December 2006 2007 2008 2009
Profit before taxation 17,930,597 23,665,328 27,094,542 30,168,553
Taxation - (5,916,332) (6,773,635) (7,542,138)
Profit after taxation 17,930,597 17,748,996 20,320,906 22,626,414
Dividend proposed (10,000,000) (12,000,000) (15,000,000) (17,000,000)
Retained profit for the year 7,930,597 5,748,996 5,320,906 5,626,414
Forecast earnings per share (kobo)* 179.31 177.49 203.21 226.26
Forecast dividend per share (kobo)* 100.00 120.00 150.00 170.00
* Calculations of forecast earnings and dividend per share for the years ending 31 December 2006, 2007, 2008 and 2009
are based on the 10 billion Ordinary Shares of 50 kobo each expected to be in issue on those dates.
9. UNCLAIMED DIVIDENDS
There are no unclaimed dividends accruing to shareholders of Dangote Sugar as at the date of this
Prospectus.
10. CORPORATE GOVERNANCE

Dangote Sugar recognises the importance of effective Corporate Governance to corporate and
economic performance. Accordingly, the Company is in compliance with the Code of Best Practices
on Corporate Governance in Nigeria. The full extent of the Company’s compliance with the Code is
provided as follows:
Responsibility of the Board of Directors

The Company is fully compliant with all the duties and responsibilities stated under Parts A, B and C
of the Code.
Composition of the Board

The Board of Dangote Sugar is composed of 9 members made up of 2 Executive Directors and 7
non-Executive Directors. The Board members are professionals and entrepreneurs with vast
experience and credible track records.
Chairman and Chief Executive Officer Positions

Responsibilities at the top of the Company are well defined and the Board is not dominated by one
individual. The position of the Chairman is separate from the Chief Executive. The Chairman is not
involved in the day to day operations of the company.
Proceedings and Frequency of Meetings

The Board meets regularly. Sufficient clear agenda/reports 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.
Page 28
Non-Executive Directors
Dangote Sugar’s non-Executive Directors are of strong calibre and contribute actively to Board
deliberations and decision-making. However, non-Executive Directors are not appointed for a fixed
period, but shall instead remain in office until the Company determines their tenure or by operation
of law.
Executive Directors
The remuneration of the Chief Executive Officer is fixed by the Board. The Board Establishment
Committee will be chaired by a non-Executive Director and composed of other non-Executive
Directors. Full disclosure is provided for Directors’ remuneration i.e. highest paid Director and the
remuneration of the Chairman.
Reporting and Control

The Board is responsible for and ensures proper finance reporting as well as the establishment of
strong internal control procedures. The Board Audit Committee comprising Executive and non-
Executive Directors and representatives of shareholders will be set up on completion of this Offer.
The Audit Committee will be chaired by a shareholder.
Shareholders’ Rights and Privileges

The Directors ensure that shareholders’ statutory and general rights are protected at all times.
Shareholders are responsible for electing the Directors at Annual General Meetings for which at least
notice of 21 working days have been given before the meeting. Shareholders holding at least 10% of
the equity can be represented on the Board. The Board of the Company accepts that the new
shareholders to be admitted by the Company after the IPO may nominate new members to the Board,
to ensure that the Board appropriately reflects the enlarged shareholding structure.
11. RESEARCH AND DEVELOPMENT

Dangote Sugar was a division of DIL until January 2006 and all its research activities were
undertaken jointly with other divisions of DIL. However, the Company is now solely responsible for
its research and development and intends to continuously research into ways of improving efficiency
in its operations and market opportunities well into the foreseeable future, to enhance its profitability
and maximise returns to shareholders.
12. MERGERS AND TAKEOVERS

As at the date of this Prospectus, there were no known merger or take over attempts of the
Company’s securities by a third party or by the Company in respect of another company’s securities.
13. FUTURE PLANS
Dangote Sugar will in the near future explore the possibility of exporting white sugar to other West
African countries, to take advantage of the incentives offered by the ECOWAS free trade zone.
The Company also intends to get involved in the upstream segment of the sugar business by acquiring
and developing Savannah Sugar Company Limited, a subsidiary of DIL, to create synergies and
increase overall capacity. Savannah Sugar currently has capacity to produce 100,000 metric tonnes of
white sugar from own grown sugarcane. Post acquisition, Dangote Sugar can expand Savannah Sugar
to produce up to 600,000 metric tonnes of white sugar from own grown sugarcane.. The Apapa
refinery will continue to refine imported raw sugar, while Savannah Sugar will continue to operate as
a separate enterprise engaged in the business of producing sugarcane and processing it into white sugar.
Dangote Sugar’s historical performance and its unique position as the largest sugar refiner in Sub Saharan Africa
clearly confirm the Company’s leadership in the Nigerian sugar industry. I encourage prospective investors to
take advantage of the unique opportunity this IPO presents to become shareholders of Dangote Sugar.
Yours faithfully
Alhaji Aliko Dangote C O N

Chairman
Page 29
THE PROFIT FORECAST
1. LETTER FROM THE REPORTING ACCOUNTANTS
The following is a copy of the letter on the Profit Forecast by Ahmed Zakari & Co (Chartered Accountants),
the Reporting Accountants to the Offer:
AHM ED ZAK ARI & C O.

5 th Floo r A frica n A lli an ce Ho use
F1 S an i A b ach a Way 20 B (2) K effi Stree t
P O Bo x 65 00 S ou th West Iko yi
(0 64 ) 64 54 00 , 6 46 44 7, 64 78 88 P O Bo x 5 57 57 Falo mo
E -ma il: a hm ed -zaka ri- co@ya ho o.co m Tel 0 80 -3 69 18 83 8
K an o La go s.
29 September 2006
The Directors And And

Dangote Sugar Refinery Plc
Modandola House
Dangote Industries Plc Access Bank Plc
Marble House Plot 1665 Oyin Jolayemi Street
Apapa
Lagos
Ikoyi, Lagos Lagos
And And And
Victoria Island, Lagos Victoria Island, Lagos South West Ikoyi, Lagos
And And And
FCMB Capital Markets Limited Fidelity Bank Plc IBTC Chartered Bank Plc
Primrose Tower Fidelity Place I.B.T.C. Place
17A Tinubu Street 2 Kofo Abayomi Street Walter Carrington Crescent
Lagos Victoria Island, Lagos Victoria Island, Lagos
And And And
Intercontinental Capital Markets Ltd Oceanic Bank International Plc Vetiva Capital Management Limited
Wesley House 270 Ozumba Mbadiwe Avenue Plot 266B Kofo Abayomi Street
21/22 Marina, Lagos Victoria Island, Lagos Victoria Island, Lagos
And
The Directors
Zenith Bank Plc
Victoria Island, Lagos
Dear Sirs
We have reviewed the accounting bases and calculations for the profit forecast set out on page 32, of Dangote
Sugar Refinery Plc for the years ending 31 December 2006, 2007, 2008 and 2009 (for which the Directors of
Dangote Sugar Refinery Plc are solely responsible).
The forecast includes results shown by the Company’s audited financial statements for the six month period
ended 30 June 2006.
In our opinion the forecast, so far as the accounting policies and calculations are concerned, has been properly
compiled on the basis of the assumptions made by the Directors of the Company as set out on pages 32 to 34
and are presented on a basis consistent with the accounting policies normally adopted by the Company and in
accordance with generally accepted accounting principles applicable in Nigeria.
Page 30
THE PROFIT FORECAST
However, there will usually be differences between forecast and actual results, because events and
circumstances frequently do not occur as expected and these differences may be material.
We have no responsibility to update this report for events and circumstances occurring after the date of this
report.
Yours faithfully
Page 31
THE PROFIT FORECAST
2. PROFIT FORECAST FOR THE YEARS ENDING 31 DECEMBER 2006, 2007, 2008 AND 2009
The Directors are of the opinion that subject to unforeseen circumstances, and based on the
assumptions stated below and on pages 33 to 34, the profit before taxation for the years ending 31
December 2006, 2007, 2008 and 2009 will be of the order of N= 17.93 billion, N
= 23.67 billion, N
= 27.09
billion and N
= 30.17 billion respectively as detailed below:
For the year ending 31 December 2006 2007 2008 2009

N
= ’000 N
= ’000 N
= ’000 N
= ’000
Turnover 85,807,873 87,601,888 98,187,207 110,520,019

Cost of Sales (63,137,729) (59,704,790) (66,626,217) (75,588,090)
Gross Profit 22,670,144 27,897,098 31,560,990 34,931,928
Other Income 57,537 - - -
Distribution and Administrative Expenses (1,279,856) (729,732) (802,705) (882,975)
Management fees (1,716,157) (1,752,038) (1,963,744) (2,210,400)
Profit before interest, tax and depreciation 19,731,668 25,415,328 28,794,542 31,838,553
Interest payable and similar charges (1,061,892) (850,000) (850,000) (850,000)
Profit on ordinary activities before depreciation 18,669,776 24,565,328 27,944,542 30,988,553
Depreciation (739,179) (900,000) (850,000) (820,000)
Profit on ordinary activities before taxation 17,930,597 23,665,328 27,094,542 30,168,553
Taxation - (5,916,332) (6,773,635) (7,542,138)
Profit on ordinary activities after tax 17,930,597 17,748,996 20,320,906 22,626,414
Dividend (10,000,000) (12,000,000) (15,000,000) (17,000,000)
Retained profit for the year 7,930,597 5,748,996 5,320,906 5,626,414
Forecast ratios
Forecast earnings per 50 share (kobo)* 179.31 177.49 203.21 226.26
Forecast earnings yield at offer price (%) 9.96 9.86 11.29 12.57
Forecast EBITDA per 50 share (kobo)* 197.32 254.15 287.95 318.39
Forecast dividend per 50 share (kobo)* 100.00 120.00 150.00 170.00
Forecast dividend yield at offer price (%) 5.56 6.67 8.33 9.44
Forecast price/earnings ratio at offer price 10.04 10.14 8.86 7.96
* Forecast earnings and dividend per share for the year ending 31 December 2006, 2007, 2008 and 2009 are
based on the 10 billion Ordinary Shares expected to be in issue on those dates.
3. BASES AND ASSUMPTIONS
3.1 Bases
(a) Previous years’ actual performances of the erstwhile Dangote Sugar Division of Dangote
Industries Limited and the Company’s actual results for six months ended 30 June 2006 have
been used as a basis for measuring the reasonableness of the forecasts for the 2nd half year
2006 and the 2007, 2008 and 2009 financial years.
(b) The forecast includes results as shown by the audited financial statements for the six months
period ended 30 June 2006.
Page 32
THE PROFIT FORECAST
(c) The results for the six months period ended 30 June 2006 and the estimates for the remaining
six months of the year ending 31 December 2006 and the years ending 31 December 2007,
2008 and 2009 have been prepared on a basis consistent with the Company’s accounting
policies.
3.2 Assumptions
(a) At the current selling prices and based on projected level of demand and production
capacity, the turnover of the company for the years ending 31 December 2006, 2007, 2008
and 2009 will be approximately N = 85.81 billion, N
= 87.60 billion, N
= 98.19 billion and N
= 110.52
billion respectively.
(b) Turnover will grow by 2.1% over that of 2006 during the year ending 31 December 2007
and by 12.1% and 12.6% for the years ending 31 December 2008 and 2009 respectively.
(c) Cost of sales percentage is expected to be at 73.6%, 68.2%, 67.9% and 68.4% in 2006, 2007,
2008 and 2009 respectively.
(d) Operating expenses including selling and distribution costs, management fees and finance
charges are projected to be 4.7%, 3.8%, 3.7% and 3.6% of turnover during the years ending
31 December 2006, 2007, 2008 and 2009 respectively.
(e) Taxation (comprising income and education taxes) will be at an average rate of 25% of net
profit before tax for 2007, 2008 and 2009.
(f) Dividend payout will be approximately 56%, 68%, 74% and 75% of profit after tax in 2006,
2007, 2008 and 2009 respectively.
(g) There will be no adverse change in the existing price structure for the Company’s products,
other than as provided in the forecast.
(h) There will be no changes in the current accounting policies.
(i) The total national demand for the Company’s product will be sustained, and its share of the
market will not show a significant reduction.
(j) No import restriction or ban will be imposed on the raw materials and machinery spares
requirements of the Company.
(k) The principal raw materials will be available in sufficient quantity.
(l) There will be no change in the existing production cost structure.
(m) There will be no material change in international currency exchange rates, or import duties
pertaining to the Company’s business.
(n) Shipping arrangements with overseas suppliers of raw materials and spares will be executed
on schedule.
(o) Interest rates and bases of taxation, both direct and indirect, will not change materially.
(p) There will be no material acquisitions or disposal of fixed assets, other than as shown in the
forecast.
(q) The political situation in this country, and in the country of suppliers of essential raw
materials and spare parts, will remain stable.
Page 33
THE PROFIT FORECAST
(r) Trading results will not be affected by industrial disputes within the Company, or in those of
its principal suppliers.
(s) The Company will suffer no major uninsured catastrophe.
(t) The quality of the Company’s management will be sustained during the forecast period.
(u) There will be no drastic change in the legal, political and economic environment that will
adversely affect the operations of the company.
(v) There will be no material successful claims for damages against the Company.
Page 34
THE PROFIT FORECAST
4. LETTER FROM THE REPORTING ACCOUNTANTS IN RESPECT OF THE GOING CONCERN STATUS

(0 64 ) 64 54 00 , 6 46 44 7, 64 78 88 P O Bo x 5 57 57 Falo mo
K an o La go s.
29 September 2006
IBTC Chartered Bank Plc
I.B.T.C. Place
Vetiva Capital Management Limited Access Bank Plc
Walter Carrington Crescent
Plot 266B Kofo Abayomi Street Plot 1665 Oyin Jolayemi Street
Victoria Island
Lagos
Lagos Lagos
And And And
Victoria Island Victoria Island South West Ikoyi
Lagos Lagos Lagos
And And And
FCMB Capital Markets Limited Fidelity Bank Plc Intercontinental Capital Markets Ltd
Primrose Tower Fidelity Place Wesley House
17A Tinubu Street 2 Kofo Abayomi Street 21/22 Marina
Lagos Victoria Island, Lagos Lagos
And And
270 Ozumba Mbadiwe Avenue Plot 87 Ajose Adeogun Street
Lagos Lagos
Dear Sirs
CONFIRMATION OF THE GOING CONCERN STATUS OF DANGOTE SUGAR REFINERY PLC
Based on confirmation received from the Directors of Dangote Sugar Refinery Plc and on the review of the
past results of the Company and its existing operations, we do not have reasons to doubt that the Company
will continue in operation in the foreseeable future.
Yours faithfully
Page 35
THE PROFIT FORECAST
5. LETTER FROM THE ISSUING HOUSES
The following is a copy of the letter from the Issuing Houses on the Profit Forecast:
Plot 266B Kofo Abayomi Street, P.O. Box 73530, Victoria Island, Lagos, Nigeria
I.B.T.C. Place Walter Carrington Crescent P O Box 71707 Victoria Island Lagos Nigeria Tel: +234 (1) 4617521-3, 2700657-8 Fax: +234 (1) 4617524
Telephone: +234 1 2626520 2712400 Fascimile: +234 1 2626541/2 E-Mail: IBTC@IBTC.com Email: info@vetiva.com
FCMB CAPITAL MARKETS LIMITED

(A MEMBER OF THE FIRST CITY GROUP) RC 446561
PRIMROSE TOWER, 17A, Tinubu Street, P.O. BOX 9117, Lagos, Nigeria Telephone
2665944-53 Telex 28428, 28894 Fecity Ng; Facsimile 2641296, 2665126
E-mail: capmkts@firstcitygroup.com
ZENITH BANK PLC

HEAD OFFICE:
P. O. Box 75315 Victoria Island, Lagos
Tel: 2620727, 4618301, 4618311,
2703141, 2703161, 2610249
Fax: 01-2618212
www.zenithbank.com
E-mail: enquiry@zenithbank.com
01 November 2006
The Directors
Modandola House
Apapa
Lagos
Dear Sirs
INITIAL PUBLIC OFFERING OF 3,000,000,000 ORDINARY SHARES OF 50 KOBO EACH IN DANGOTE SUGAR
REFINERY PLC AT N
= 18 PER SHARE
We write further to the Prospectus issued in respect of the Initial Public Offering of 3,000,000,000 Ordinary
Shares of 50 kobo each in Dangote Sugar Refinery Plc, which contains forecasts of the profits of the
Company for the years ending 31 December 2006, 2007, 2008 and 2009.
We have discussed the bases and assumptions upon which the forecasts were made with you and with Ahmed
Zakari & Co (Chartered Accountants), the Reporting Accountants. We have also considered the letter dated
29 September 2006 from the Reporting Accountants regarding the accounting bases and calculations upon
which the forecasts were compiled.
Having considered the assumptions made by you as well as the accounting bases and calculations reviewed
by Ahmed Zakari & Co (Chartered Accountants), we consider that the forecasts (for which you as Directors
are solely responsible) have been made by you after due and careful enquiry.
Yours faithfully
Atedo N. A. Peterside O O N Chuka Eseka

Chief Executive Officer Managing Director/CEO
IBTC Chartered Bank Plc Vetiva Capital Management Limited
Page 36
THE PROFIT FORECAST
Aigboje Aig-Imoukhuede Albert E. Okumagba Adebayo Adeleke

Managing Director/CEO Executive Chairman Managing Director/CEO
Access Bank Plc BGL Securities Limited FBN Capital Limited
Offong Ambah Jonathan A. D. Long Reginald Ihejiahi

Managing Director/CEO Executive Vice Chairman Managing Director/CEO
Ecobank Nigeria Plc FCMB Capital Markets Limited Fidelity Bank Plc
Ayodele Thomas Dr (Mrs) Cecilia A. O. Ibru Jim Ovia M F R

Managing Director & CEO Managing Director/CEO Managing Director/Chief Executive
Intercontinental Capital Markets Oceanic Bank International Plc Zenith Bank Plc
Limited
Page 37
HISTORICAL FINANCIAL INFORMATION ON DANGOTE SUGAR
1. REPORTING ACCOUNTANTS’ REPORT
The following is a copy of the report of Ahmed Zakari & Co, the Reporting Accountants to the Offer:

(0 64 ) 64 54 00 , 6 46 44 7, 64 78 88 P O Bo x 5 57 57 Falo mo
K an o La go s.
29 September 2006

Modandola House
Apapa
Lagos
Ikoyi, Lagos Lagos
And And And
And And And
And And And
Intercontinental Capital Markets Oceanic Bank International Plc Vetiva Capital Management Limited
Limited Waterfront Plaza Plot 266B Kofo Abayomi Street
Wesley House 270 Ozumba Mbadiwe Avenue Victoria Island
21/22 Marina, Lagos Victoria Island, Lagos Lagos
And
The Directors
Zenith Bank Plc
Zenith Heights
Dear Sirs
We report on the financial information set out on pages 41 to 46, which have been prepared for inclusion in
the Prospectus to be issued in connection with the proposed Offer for Sale of 3,000,000,000 ordinary shares
of 50 kobo each of Dangote Industries Limited’s shareholding in Dangote Sugar Refinery Plc.
Sequel to a Court Order dated 23 January 2006 sanctioning the Scheme of Arrangement of Dangote Industries
Limited, the assets, liabilities and rights attached to DIL’s Sugar Division were transferred to Dangote Sugar
Refinery Plc with effect from 01 January 2006.
Page 38
The financial information is based on the audited financial statements of Dangote Sugar Refinery Plc for the
six month period ended 30 June 2006, and incorporates, for comparative purposes only, the segmental
financial statement summaries of the erstwhile Sugar Division of Dangote Industries Limited for the five
years ended 31 December 2005.
The financial statements were prepared under the historical cost convention. Messrs Akintola Williams
Deloitte were the Company’s auditors for the six month period ended 30 June 2006.
The financial information have been prepared in accordance with the accounting policies set out on page 40
after making such adjustments we considered necessary. The financial statements on which the information is
based are the responsibility of the Directors of the Company who approved their issue. The Directors of the
Company are responsible for the contents of the Prospectus in which this report is included.
We conducted our work in accordance with the International Standard on Auditing applicable to review
engagements. This standard requires that we plan and perform the review to obtain moderate assurance as to
whether the financial statements are free of material misstatements. Our review was limited primarily to
examination of the work papers of the external auditors, inquiries of the Company’s personnel and analytical
procedures applied to financial data and thus provides less assurance than an audit. We have not performed an
audit and, accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying
financial information does not give a true and fair view of the state of affairs of Dangote Sugar Refinery Plc
as at 30 June 2006 and of its profit and cash flows for the six months period then ended in accordance with
generally acceptable accounting principles in Nigeria.
Yours faithfully
Page 39
2. STATEMENT OF ACCOUNTING POLICIES
The following are the principal accounting policies adopted in the preparation of these financial
statements.
(a) Basis of preparation of financial statements
The financial statements are prepared under the historical cost convention as modified by the
revaluation of certain fixed assets.
(b) Turnover
Turnover represents the invoiced value of goods to third parties less discounts and value
added tax.
(c) Fixed assets
Fixed assets are stated at cost or valuation less accumulated depreciation.
(d) Depreciation of fixed assets
Depreciation is calculated to write off the cost of fixed assets on a straight line basis over
their expected useful lives. The principal annual rates used for this purpose were:
2006 2005 2004 2003 2002 2001
Leasehold land and buildings 2% 2% 2% 2% 2% 2%
Plant and Machinery 6.67% 6.67% 6.67% 15% 15% 15%
Tools and equipment 12.5% 12.5% 20% 20% 20% 20%
Motor vehicles 25% 25% 25% 25% 25% 25%
Furniture and fittings 20% 20% 20% 20% 20% 20%
Computer equipment/software 33.33% 33.33% 33.33% 33.33% 33.33% 33.33%
In the case of revalued properties, depreciation is calculated by reference to the enhanced
values of the properties concerned. No depreciation is charged on fixed assets until they are
brought into use.
(e) Repairs and renewals
All repairs and renewals are written off as incurred but major repairs are capitalized.
(f) Stock and work-in-progress
Stock and work-in-progress are valued at the lower of cost and net realizable value.
(g) Rate of exchange
Transactions in foreign currencies are recorded in Naira at the rates of exchange ruling at the
time they arise.
Assets and liabilities existing in foreign currencies are converted to Naira at the rates of
exchange ruling at the balance sheet date. Gains or losses arising there-from are included in
the profit and loss account.
(h) Debtors
Bad debts are written off and specific provisions are made for those debts considered doubtful.
(i) Deferred taxation
Deferred taxation is provided using the liability method at the current rate of income tax on
all timing differences between the treatment of certain items for accounting purposes and
their treatment for taxation.
(j) Long-term investments
Long-term Investments are shown at cost.
(k) Employees' retirement benefits
The Company makes provision for retirement benefits in accordance with the Pension
Reform Act of 2004. The contribution of the employer is 8.5% while that of the employee is
7.5% of relevant emoluments.
The company also operates a gratuity scheme for its permanent Nigerian staff, the benefits under
which are related to employees’ length of service and remuneration. The provision for liability
in respect thereof based on actuarial valuation is provided in full in the financial statements.
Page 40
3. PROFIT AND LOSS ACCOUNT
PRE- SCHEME OF ARRANGEMENT

SIX MONTHS TO <-------DANGOTE SUGAR DIVISION - SEGMENTAL PROFIT AND LOSS ACCOUNTS------->
JUNE FOR THE YEARS ENDED 31 DECEMBER
2006 2005 2004 2003 2002 2001

Notes N'000 N'000 N'000 N'000 N'000 N'000
Turnover 6.2 42,406,432 58,494,709 36,576,150 27,879,762 13,540,091 14,806,249
Cost of sales (32,912,156) (44,458,574) (25,803,504) (21,538,565) (11,291,911) (11,918,912)
Gross profit 9,494,276 14,036,135 10,772,646 6,341,196 2,248,180 2,887,337
Operating expenses (1,103,075) (2,433,417) (2,167,502) (743,182) (496,096) (580,603)
Trading profit 8,391,201 11,602,719 8,605,144 5,598,014 1,752,084 2,306,734

Other income 6.3 57,126 345 56,005 25,473 20,668 7,552
Profit before interest and similar charges 8,448,327 11,603,064 8,661,149 5,623,487 1,772,752 2,314,286
Interest expense and similar charges (636,892) (2,223,367) (1,290,043) (1,076,753) (553,322) (742,591)
Profit on ordinary activities before taxation 6.4 7,811,435 9,379,697 7,371,106 4,546,733 1,219,430 1,571,695
Taxation 6.5 - - - (3,218) - (72,600)
Retained profit for the year 7,811,435 9,379,697 7,371,106 4,543,515 1,219,430 1,499,095
The accounting policies on pages 40 and the notes on pages 44 to 46 form part of these accounts.
Page 41
4. BALANCE SHEET
PRE-SCHEME OF ARRANGEMENT
AS AT SIX MONTHS <-----DANGOTE SUGAR DIVISION - SEGMENTAL BALANCE SHEETS AS AT 31 DECEMBER----->
TO JUNE
2006 2005 2004 2003 2002 2001

Notes N'000 N'000 N'000 N'000 N'000 N'000
FIXED ASSETS 6.6 14,225,282 14,533,581 14,683,408 15,080,766 15,778,947 3,980,390
Current Assets
Stock and work-in-progress 6.7 3,842,384 3,089,203 2,956,514 311,112 3,612,105 2,346,652
Debtors and prepayments 6.8 11,097,567 26,859,994 16,166,097 13,770,221 (473,648) 565,509
Cash and bank balances 3,923,155 4,485 2,276,967 1,828,831 1,096,317 797,999
18,863,106 29,953,682 21,399,578 15,910,164 4,234,774 3,710,160
Creditors: Amounts falling due

within one year
Bank Borrowings (Secured) 6.9 105,829 - - 12,288,446 5,073,781 3,587,306

Trade and other creditors 6.10 13,739,201 9,682,868 10,691,850 736,792 1,517,764 2,824,516
13,845,030 9,682,868 10,691,850 13,025,238 6,591,545 6,411,822
Net Current Assets/Liabilities 5,018,076 20,270,814 10,707,728 2,884,926 (2,356,771) (2,701,662)
Total Assets Less Current Liabilities 19,243,358 34,804,395 25,391,136 17,965,690 13,422,175 1,278,727
Provision for Liabilities & Charges 6.11 (111,399) (87,902) (54,338) - - -

NET ASSETS 19,131,959 34,716,493 25,336,796 17,965,690 13,422,175 1,278,727
CAPITAL AND RESERVES

Share Capital 6.12 50,000 - - - - -
Share Premium Account 11,270,524 - - - - -
Revaluation Reserve 6.13 - 10,924,018 10,924,018 10,924,018 10,924,018 -
General Reserve 6.14 7,811,435 23,792,475 14,412,778 7,041,672 2,498,157 1,278,727
19,131,959 34,716,493 25,336,796 17,965,690 13,422,175 1,278,727
The accounting policies on page 40 and the notes on pages 44 to 46 form part of these accounts.
Page 42
5. CASH FLOW STATEMENT
PRE-SCHEME OF ARRANGEMENT
SIX MONTHS <----DANGOTE SUGAR DIVISION - SEGMENTAL CASH FLOW
TO JUNE STATEMENTS----> FOR THE YEARS ENDED 31 DECEMBER
2006 2005 2004 2003 2002 2001
N'000 N'000 N'000 N'000 N'000 N'000
CASH FLOW FROM OPERATING ACTIVITIES
Operating profit before taxation 7,811,435 9,379,697 7,371,106 4,546,733 1,219,430 1,571,695
Adjustment for non-cash items:

Depreciation of fixed assets 369,179 1,242,058 1,234,153 1,156,391 588,860 501,005
Cash Flow before changes in working capital 8,180,614 10,621,755 8,605,259 5,703,124 1,808,290 2,072,700
Decrease/[Increase] in stock & work in progress (3,842,384) (132,689) (2,645,402) 3,300,993 (1,265,453) (1,327,158)
Decrease/[Increase] in debtors & prepayment (11,097,567) 3,040,638 4,003,680 (13,643,390) 734,967 (429,841)
Decrease/[Increase] in due from related companies - (13,734,537) (6,399,556) (600,479) 304,190 (1,071,865)
[Decrease]/Increase in creditors & accruals 13,850,600 (1,000,920) 10,110,716 (784,190) (1,306,753) (846,294)
(Decrease)/Increase in taxation payable - 25,502 (101,320) - - -
Cash generated from/[absorbed] in operations 7,091,263 (1,180,251) 13,573,377 (6,023,942) 275,241 (1,602,458)
CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets (14,594,461) (1,092,231) (836,795) (458,210) (1,463,398) (161,538)
Preoperation expenses - - - - - 169,181
Net cash outflow from investing activities (14,594,461) (1,092,231) (836,795) (458,210) (1,463,398) 7,643
CASH FLOW FROM FINANCING ACTIVITIES

Shares 50,000 - - - - -
Share premium account 11,270,524 - - - - -
Net cash provided by financing activities 11,320,524 - - - - -
Net decrease in cash and cash equivalents 3,817,326 (2,272,482) 12,736,582 (6,482,151) (1,188,157) (1,594,815)
CASH AND CASH EQUIVALENT AT 1 JAN

Bank and Cash Balances - 2,276,967 1,828,831 1,096,317 797,999 161,927
Bank Overdraft - - (12,288,446) (5,073,781) (3,587,306) (1,356,419)
Short Term Loans - - - - - -
- 2,276,967 (10,459,615) (3,977,464) (2,789,307) (1,194,492)
3,817,326 4,485 2,276,967 (10,459,615) (3,977,464) (2,789,307)
CASH AND CASH EQUIVALENT AT 31 DEC

Bank and Cash Balances 3,923,155 4,485 2,276,967 1,828,831 1,096,317 797,999
Bank Overdraft (105,829) - - (12,288,446) (5,073,781) (3,587,306)
Short Term Loans - - - - - -
3,817,326 4,485 2,276,967 (10,459,615) (3,977,464) (2,789,307)
Page 43
6. NOTES TO THE FINANCIAL STATEMENTS

6.1 The Company
The Company was incorporated on 04 January 2005. It commenced operation in January 2006. Prior to commencement of
operation it operated as the Sugar Division of Dangote Industries Limited from March 2000. Its principal activity is the
processing and marketing of sugar.
<---------------------PRE-SCHEME OF ARRANGEMENT--------------------->
SIX DANGOTE SUGAR DIVISION - SEGMENTAL FINANCIAL STATEMENTS FOR
MONTHS TO THE YEARS ENDED 31 DECEMBER
2006 2005 2004 2003 2002 2001
N'000 N'000 N'000 N'000 N'000 N'000
6.2 Turnover
Products:
Sugar 42,332,773 58,468,988 36,544,070 27,851,208 13,497,334 14,789,200
Molasses 73,659 25,721 32,080 28,554 42,757 17,049
42,406,432 58,494,709 36,576,150 27,879,762 13,540,091 14,806,249
6.3 Other Income

Insurance claims (412) - - - - -
Sundry income 57,538 345 56,005 25,473 20,668 7,552
57,126 345 56,005 25,473 20,668 7,552
6.4 Profit on Ordinary Activities

before Taxation
This is arrived at after charging:

Depreciation of fixed assets 369,179 1,242,058 1,234,153 1,156,391 588,860 501,005
Auditors' remuneration 7,000 15,188 11,626 3,531 1,640 1,930
Interest and similar charges 636,892 2,223,367 1,290,043 1,076,753 553,322 742,591
6.5 Taxation
Charge for the year: - - - 3,218 - 72,600
Per Profit and Loss Account: - - - 3,218 - 72,600
The Company is not liable to taxation as it acquired pioneer status through a Scheme of Arrangement with its holding
company Dangote Industries Limited which had since 1 January, 2002 been granted pioneer status by the Nigerian
Investments Promotion Commission. The pioneer status expires on January 01, 2007.
6.6 Fixed assets
Cost / Valuation
Land & Buildings 3,273,286 3,550,638 3,550,638 3,560,033 3,954,049 625,905
Plant & Machinery 9,585,384 14,811,153 12,097,715 11,266,045 10,618,360 3,884,325
Tools & Equipment 87,917 1,022,939 2,669,508 2,661,016 2,480,791 158,894
Computer Hardware/Software 4,597 19,803 14,061 13,165 10,315 7,313
Motor Vehicles 32,942 69,871 61,357 61,357 42,815 35,414
Furniture & Fittings 8,964 65,781 54,676 49,543 46,619 53,683
Work in Progress 1,601,371 - - - - -
At 31 December 14,594,461 19,540,186 18,447,954 17,611,159 17,152,949 4,765,533
Accumulated depreciation
Land & Buildings 32,733 278,108 207,095 136,105 62,982 22,947
Plant & Machinery 319,676 3,656,477 2,774,285 1,894,968 1,033,098 590,796
Tools & Equipment 10,990 939,651 683,916 431,031 224,963 134,886
Computer Hardware/Software 766 15,975 13,481 8,794 5,589 3,188
Motor Vehicles 4,118 59,206 41,738 26,399 19,946 13,406
Furniture & Fittings 896 57,187 44,031 33,096 27,425 19,920
Work in Progress - - - - - -
At 31 December 369,179 5,006,604 3,764,547 2,530,394 1,374,003 785,143
Net book value
Land & Buildings 3,240,553 3,272,530 3,343,543 3,423,928 3,891,067 602,959
Plant & Machinery 9,265,708 11,154,676 9,323,430 9,371,076 9,585,262 3,293,529
Tools & Equipment 76,927 83,288 1,985,591 2,229,985 2,255,828 24,008
Computer Hardware/Software 3,831 3,828 580 4,370 4,725 4,124
Motor Vehicles 28,824 10,665 19,619 34,958 22,870 22,008
Furniture & Fittings 8,068 8,594 10,645 16,448 19,194 33,762
Work in Progress 1,601,371 - - - - -
At 31 December 14,225,282 14,533,581 14,683,408 15,080,766 15,778,947 3,980,390
The Company has short leasehold land and buildings at Apapa Port Complex. The lease is for a term of 21 years with
commencement date of 1 June 1999. The lease is subject to renewal on expiration of the initial tenure.
Page 44
<-----------------------PRE-SCHEME OF ARRANGEMENT---------------------
SIX MONTHS DANGOTE SUGAR DIVISION - SEGMENTAL FINANCIAL
TO JUNE STATEMENTS FOR THE YEARS ENDED 31 DECEMBER
2006 2005 2004 2003 2002 2001

N'000 N'000 N'000 N'000 N'000 N'000
6.7 Stock and Work-in-progress
Raw materials and work-in-progress 3,385,804 2,582,950 2,354,074 71,387 1,396,255 555,991
Finished Goods - - - - 2,082,288 1,678,463
Others 456,580 506,253 602,440 239,725 133,562 112,198
3,842,384 3,089,203 2,956,514 311,112 3,612,105 2,346,652
6.8 Debtors and Prepayments

Trade Debtors 7,841,767 1,354,180 5,767,248 3,249,837 - 760,210
Due from associated companies - 20,134,091 6,399,556 - (600,479) (296,289)
Other debtors 3,191,103 4,933,481 3,958,610 9,363,915 26,965 13,821
Prepayments 64,697 438,242 40,683 1,156,469 99,866 87,767
11,097,567 26,859,994 16,166,097 13,770,221 (473,648) 565,509
6.9 Borrowings
(i) Overdrafts 105,829 - - 12,288,446 5,073,781 3,587,306
(ii) Short term Loans - - - - - -
105,829 - - 12,288,446 5,073,781 3,587,306
6.10 Trade and Other Creditors

Trade creditors 11,040,700 7,738,123 3,003,699 189,463 - -
Due to associated companies 111,471 - - - - -
Taxation - - (25,502) 75,818 72,600 72,600
Other creditors and accruals 2,587,030 1,944,745 7,713,653 471,511 1,445,164 2,751,916
13,739,201 9,682,868 10,691,850 736,792 1,517,764 2,824,516
6.11 Provisions for Liabilities & Charges

Liability in respect of staff terminal gratuity
At 1 January 87,902 54,338 - - - -
Provision during the year 29,108 33,564 54,338 - - -
Payments during the year (5,611) - - - - -
At 31 December 111,399 87,902 54,338 - - -
6.12 Share Capital

Ordinary Shares N1.00 each
a. Authorised, Issued and fully paid:
50,000,000 Ordinary Shares of N1.00 each 50,000 - - - - -
b. Share premium 11,270,524 - - - - -
This represents the value of net assets of Dangote Sugar Division transferred as at January 01, 2006 over and above the
Company's authorised share capital in accordance with the Scheme of Arrangement of Dangote Industries Limited.
6.13 Revaluation Reserve

Revaluation Surplus: - 10,924,018 10,924,018 10,924,018 10,924,018 -
The Fixed Assets were revalued in year 2002 and the revalued figures were incorporated in the Financial Statements.
6.14 General Reserve

Profit brought forward - 14,412,778 7,041,672 2,498,157 1,278,727 (220,367)
Transferred from profit and loss account 7,811,435 9,379,697 7,371,106 4,543,515 1,219,430 1,499,094
7,811,435 23,792,475 14,412,778 7,041,672 2,498,157 1,278,727
6.15 Contingent Liabilities

1 There are no material contingent liabilities in respect of pending litigation against the Company.
2 The Directors are of the opinion that all known commitments and liabilities which are relevant in assessing the state of affairs
of the Company have been taken into consideration in the preparation of these financial statements.
6.16 Capital Commitments

There were no capital commitments authorised by the directors during the years under review.
Page 45
6.17 POST BALANCE SHEET EVENTS
6.17.1 Increase in Authorised Share Capital

At an extra ordinary meeting of the Company held on 26 July 2006, it was unanimously resolved that the present share capital of
the Company be subdivided into 2 shares of 50 kobo each and the authorised share capital be increased from N50,000,000 to
N6,000,000,000 by the creation of 11,900,000,000 ordinary shares of 50 kobo each, such new shares to rank pari passu in all
respects with the existing ordinary shares in the capital of the Company.
6.17.2 Increase in paid up Capital

At the Extraordinary General Meeting of the Company held on 20 August 2006, the paid up capital was increased to N5 billion
through bonus issues by the allottment of 9,900,000,000 ordinary shares to existing shareholders.
6.18 Related Party Transactions

There were no inter-company sales. However, related party transactions arose as a result of collections from customers and
payments to suppliers by Dangote Industries Limited on behalf of Dangote Sugar Refinery Plc. Net balance due to Dangote
Industries Limited from these transactions amounted to N111.47 million as at 30 June, 2006.
Page 46
STATUTORY AND GENERAL INFORMATION
1. INCORPORATION AND SHARE CAPITAL HISTORY
Dangote Sugar commenced business in March 2000 as the sugar division of DIL. The sugar division
was spun-off as Dangote Sugar Refinery Plc via a Scheme of Arrangement in January 2006 which
transferred all the assets, liabilities and undertakings attributable to the sugar division of DIL to
Dangote Sugar. The Company was formally incorporated on 04 January 2005.
The Company had an initial authorised share capital of N = 50 million comprising 50 million
Ordinary Shares of N = 1 each, and an issued share capital of N
= 50 million which comprised 500,000
Ordinary Shares allotted to Alhaji Aliko Dangote which were fully paid-up, and 49,500,000
Ordinary Shares allotted to DIL which were unpaid. In 2006, the 49,500,000 shares allotted to DIL
were credited as fully paid-up pursuant to the Scheme of Arrangement. The Company’s shares
were subsequently subdivided from N = 1 shares into 50 kobo shares and the authorised share capital
was increased to N= 6 billion comprising 12 billion Ordinary Shares of 50 kobo each, of which 10
billion Ordinary Shares of 50 kobo each have now been issued and fully paid.
The changes in the Company’s authorised and paid-up share capital since incorporation are
summarised below:
Year Authorised (N
= ’000) Issued & Fully Paid-up (N
= ’000) Consideration
Increase Cumulative Increase Cumulative
2005 50,000 50,000 500 500 Cash
2006 0 50,000 49,500 50,000 Scheme shares
2006 5,950,000 6,000,000 4,950,000 5,000,000 Bonus
2. SHAREHOLDING STRUCTURE
As the date of this Prospectus, the 10 billion Ordinary Shares of 50 kobo each in the issued ordinary
share capital of the Company were beneficially held as follows:
Shareholder Number of Ordinary %

Shares held
Dangote Industries Limited 9,900,000,000 99
Alhaji Aliko Dangote C O N 100,000,000 1
10,000,000,000 100
3. DIRECTORS’ BENEFICIAL INTERESTS
The interests of the Directors of Dangote Sugar in the issued share capital of the Company as recorded in
the Register of Members as at the date of this Prospectus and as notified by them for the purpose of
Section 275 (1) of the Companies & Allied Matters Act Cap C20 LFN 2004 are as follows:
Director Direct Indirect %

Shareholding Shareholding
Alhaji Aliko Dangote C O N 100,000,000 9,603,000,000 97.03
Mr Narendra Kumar Somani Nil Nil 0.00
Mr Suleiman Oladapo Olarinde Nil Nil 0.00
Dr Konyinsola Ajayi SAN Nil Nil 0.00
Mr Olakunle Alake Nil Nil 0.00
Alhaji Sani Dangote Nil 297,000,000 2.97
Alhaji Abdu Garba Dantata Nil Nil 0.00
Ms Bennedikter China Molokwu Nil Nil 0.00
Mr Uzoma Nwankwo Nil Nil 0.00
Page 47
4. INDEBTEDNESS
As at 30 June 2006, the Company had secured bank overdrafts in the ordinary course of business
amounting to N = 105.8 million. However, the Company had no outstanding debenture, mortgages,
charges or similar indebtedness or contingent liabilities as at 30 June 2006.
5. SUBSIDIARIES AND ASSOCIATED COMPANIES
As at the date of this Prospectus, the Company had no subsidiary or associated company.
6. EXTRACTS FROM THE MEMORANDUM AND ARTICLES OF ASSOCIATION
The following are the relevant extracts from the Company’s Memorandum of Association:
4: The Company is a public liability company.
5: The liability of the members is limited by shares.
6: The Share Capital of the Company is Six Billion Naira (N = 6,000,000,000) divided into
Twelve Billion (12,000,000,000) Ordinary Shares of 50 kobo (N
= 0.50) each.
The following are the relevant extracts from the Company’s Articles of Association:
PUBLIC COMPANY
Art 3 The Company shall be a public liability company and accordingly:
(a) the right to transfer shares is unrestricted.
(b) the number of members of the Company is unlimited; PROVIDED that where two or
more persons hold one or more shares in the Company jointly, they shall for the purpose
of this registration be treated as a single member;
(c) any invitation to the public to subscribe for any shares or debentures of the Company is
authorized if done in accordance with the laws promulgated by the relevant statutory
bodies charged with the responsibility .
TRANSFER AND TRANSMISSION OF SHARES
Art 4.1 Subject to the provisions hereinafter contained, shares in the Company shall be transferable
by a written instrument in the common form or such other form as the Directors may
approve signed by both the transferor and the transferee, and the transferor shall be deemed
to remain the holder of the share until the name of the transferee is entered in the Register in
respect thereof.
Art 4.2 The Board may refuse in their absolute discretion and without referring ay (sic) reason
therefore decline to register any transfer of shares on which the Company has a lien. The
Board may also suspend the register of transfers during the fourteen days immediately
preceding the Ordinary General Meeting each year.
Art 4.3 The Company in General Meeting shall refuse to register any instrument of transfer unless:
(a) Such fee as the Company may from time to time require, is paid to the Company in
respect thereof; and
(b) the instrument of transfer is accompanied by the certificate of the shares to which it
relates, and such other evidence as the Company in General Meeting may reasonably
require to show the right of the transferor to make the transfer, and
Page 48
(c) the instrument of transfer is in respect of only one class of shares.
Art 5 The personal representatives of a deceased sole holder of a share shall be the only persons
recognised by the Company as having any title to the shares. In the case of a share registered
in the names of two or more holders, the survivor(s) or personal representative(s) of the
deceased shall be the only person(s) recognised by the Company as having title to the share.
Art 6 Any person becoming entitled to a share in consequence of the death or bankruptcy of a
member shall, upon such evidence being produced as may from time to time be required by
the Directors, have the right either to be registered as a member in respect of the share or,
instead of being registered himself, to make such transfer of the share as the deceased or
bankrupt person could have made; PROVIDED that the Directors shall, in either case, have
the same right to decline or suspend registration as they would have had in the case of a
transfer of the share by the deceased or bankrupt person before the death or bankruptcy.
Art 7 Any person becoming entitled to a share in consequence of the death, or bankruptcy of a
member shall be entitled to the same dividend and other advantages to which he would be
entitled if he were the registered holder of the share, except that he shall not, before being
registered as a member in respect of the share, be entitled in respect of it to exercise any
rights conferred by membership in relation to meetings of the Company.
NO TRUSTS RECOGNIZED
Art 12 Except as required by law, no person shall be recognized by the Company as holding any
share upon any trust, and the Company shall not be bound by or be compelled in any way to
recognize (even when having notice thereof) any equitable, contingent, future or partial
interest in any fractional part of a share, or any rights in respect of any share except an
absolute right to the entirety thereof in the registered holder.
ALTERATION OF CAPITAL
Art 28 The Company may from time to time by Ordinary Resolution increase the share capital of
the Company by such sum to be divided into shares of such amount as the Resolution shall
prescribe.
MEETINGS
Art 30 A general Meeting to be known as the Annual General Meeting shall be held once in every
calendar year at such time (not being more than fifteen (15) months after the holding of the
last preceding Annual General Meeting) and place as may be determined by the Directors;
and shall specify the Meeting as such in the notices calling it.
Art 31 All General Meetings other than Annual General Meetings shall be called Extraordinary
General Meetings.
Art 32 The directors may convene an Extraordinary General Meeting whenever they deem fit, and
if at any time there are not within Nigeria sufficient directors capable of acting to form a
quorum, any director may convene an Extraordinary General Meeting.
NOTICE OF GENERAL MEETING
Art 33 A General Meeting and a meeting called for the passing of a special resolution shall be
called by twenty-one (21) days notice in writing at the least. The notice shall be exclusive of
the day on which it is served or deemed to be served and of the day for which it is given and
shall specify the place, the day and the hour of meeting and, in case of special business, the
general nature of that business shall be given, in such a manner, if any, as may be prescribed
by the Company in General Meeting to such persons as are, under regulations of the
Company, entitled to receive such notices from the Company;
Page 49
PROVIDED that a General Meeting of the Company shall notwithstanding that it is called
by a shorter notice than that specified in this regulation, be deemed to have been duly called
if it is so agreed.
(a) in the case of a meeting called as the Annual General Meeting by all the members
entitled to attend and vote thereat; and
(b) in the case of any other meeting, by a majority in number of the members having a right
to attend and vote at the meeting being a majority together holding not less than ninety-
five per cent (95%) in nominal value of the shares giving that right.
Art 34 The accidental omission to give notice of a meeting to, or non-receipt of notice of a meeting,
by, any person entitled to receive the notice shall not invalidate the proceedings at that
meeting.
PROCEEDINGS AT GENERAL MEETINGS
Art 35 All business shall be deemed special that is transacted at an Extra-ordinary General Meeting,
and also all that is transacted at an Annual General Meeting, with the exception of the
declaration of dividends, the consideration of the Accounts, Balance Sheet, and the Reports
of the Directors and Auditors, the election of directors in the place of those retiring and the
appointment and or fixing of the remuneration of the Auditors.
Art 36 Unless otherwise provided, no business shall be transacted at any General Meeting unless a
quorum of members is present at the time when the meeting proceeds to business. Two (2)
members present in person or by proxy shall be a quorum.
Art 37 If within half an hour from the time appointed for the meeting a quorum is not present, the
meeting, if convened upon the requisition of members, shall be dissolved. In any other case,
it shall stand adjourned to the same day in the next week, at the same time and place as that
specified in the notice convening the meeting, and if at the adjourned meeting a quorum is
not present within half an hour from the time appointed for the meeting, the members
present shall be a quorum.
Art 38 The Chairman, if any, of the Board shall preside at every General Meeting, but if at any
meeting he shall not be present within fifteen minutes after the time appointed for holding
the same or shall be unwilling to act as Chairman, the members present shall choose one of
the Directors or, if no Director be present or if all the Directors present decline to take the
chair, they shall choose one of the members to be the Chairman of the meeting.
Art 39 At any General Meeting, a resolution put to the vote of the meeting shall be decided on a
slow of hands by a unanimous vote of all the members present in person or by their proxy,
unless a poll is (before or on the declaration of the result of show of hands) demanded by or
at least member entitled to cote at the meeting, or by the holders present in person or by
proxy, of at least one-tenth part of the total voting rights of all the members having the right
to vote at the meeting, or by a member or members holding shares on which an aggregate
sum has been paid up equal to not less than one-tenth of the total sum paid upon all the
shares conferring that right. Unless a poll is so demanded, a declaration by the Chairman that
a resolution has on a show of hands been carried or carried unanimously, or by a particular
majority, or lost, and an entry to that effect in the minutes book of the Company shall be
conclusive evidence thereof without proof of the number or proportion of the votes recorded
in favour of or against such resolution. A proxy need not be a member of the Company.
Art 40 Any corporation, trust, partnership or other legal entity which is a member of the Company
may, by resolution of its directors or other governing body, authorise any person to act as its
representative at any meeting or meetings of the Company or of any class of members
thereof, and such representative shall be entitled to exercise the same powers on behalf of
the entity which he represents as if he had been an individual shareholder, including power,
when personally present, to vote on a show of hands.
Page 50
Art 41 Subject to the provisions of the Act, a resolution in writing signed by all the members for the
time being entitled to receive notice of, and to attend and vote at, General Meetings (or being
corporations by their duly authorised representatives) shall be valid and effectual as if the
same had been passed at a General Meeting of the Company duly convened and held.
Art 42 A proxy may take part in the proceedings of a General Meeting as if he were the member
whom he represents.
VOTE OF MEMBERS
Art 43 On a show of hands, every member present in person or by proxy shall have one (1) vote.
On a poll, every member shall have one (1) vote for each share of which he is the holder.
Art 44 If any member be a lunatic, idiot or non compos mentis, he may vote, whether on a show of
hands or at a poll, by his committee, curator bonis, or other legal curator, and such last-
mentioned person may give their votes by proxy on a poll.
Art 45 If two or more persons are jointly entitled to a share, then, in voting upon any question, the
vote of a senior who tenders a vote, whether in person or by proxy, shall be accepted to the
exclusion of the votes of the other registered holders of the shares, and for this purpose
seniority shall be determined by the order in which the names stand in the register of
members.
Art 46 Save as herein expressly provided, no person other than a member duly registered shall, after
a call shall have been made, paid all amounts for the time being due from him and payable to
the company in respect of his shares, shall be entitled to be present or to vote on any
question either personally or by proxy, or as proxy for another member, at any General
Meeting.
Art 47 Votes may be given either personally or by proxy. On a show of hands a member present
only by proxy shall not be entitled to vote except that member is a corporation.
Art 49 Any corporation which is a member of this Company may, by resolution of its Directors or
other governing body, authorize any person to act as its representative at any meeting of this
Company or of any class of members thereof, and such representative shall be entitled to
exercise the same powers on behalf of the corporation which he represents as if he had been
an individual shareholder, including power, when personally present, to vote on a show of
hands.
Art 50 The instrument appointing a proxy shall be in writing under the hand of the appointer or his
attorney duly authorized in writing, or if such appointer is a corporation, either under its
Common Seal, or under the hand of an officer or attorney duly authorized.
Art 51 The instrument appointing a proxy and the power of attorney or other authority, if any, under
which it is signed, or a certified copy of that power or authority, shall be deposited at the
registered office or head office of the company or at such other place within Nigeria as is
specified for that purpose in the notice convening the meeting, not less than 48 hours before
the time for holding the meeting or adjourned meeting, at which the person named in the
instrument proposed to vote, or in the case of a poll, not less than 24 hours before the time
appointed for the taking of a poll: and in default, the instrument of proxy shall not be treated
as valid and the person named therein shall not be entitled to vote.
Art 52 A vote given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death or insanity of the principal or revocation of the proxy or
of the authority under which it was executed, or the transfer of the share in respect of which
the vote is given, provided no intimation in writing of the death, insanity, revocation or
transfer shall have been received by the Company before the commencement of the meeting
or adjourned meeting at which the proxy is used.
Page 51
Art 53 Any instrument appointing a proxy shall be in the following form or as near thereto as
circumstances will admit:
"DANGOTE SUGAR REFINERY PLC

"I
"being a member of DANGOTE SUGAR REFINERY PLC
"appoint,
"of
"and failing him
"of
"to vote for me and
"on my behalf at the (Annual, Extraordinary
"or adjourned, as the case may be) General
"Meeting of the Company to be held on the
" day of , and at every
"adjournment thereof.
"As witness my hand this________day of_____________, ,”
or such other form as the Directors may from time to time approve.
DIRECTORS
Art 54 The subscribers to the Memorandum of Association shall appoint the first Directors of the
Company.
Art 55 The members at a general meeting shall have the power to re-elect or reject Directors and
appoint new ones.
Art 56 A shareholder holding not less than ten per cent of the issued and paid up shares of the
Company shall be entitled to nominate in writing to the Board one Director for each ten per
cent of shares held by him provided that the number of Directors nominated by a shareholder
under this sub-clause shall not be more than two persons. Such shareholder shall have the
power to remove and re-appoint a nominee as he thinks fit. Any nomination for appointment
or removal of a Director shall be in writing.
Art 58 All other shareholders, each of whom may hold less than ten per cent of the issued and paid
shares of the Company shall be entitled to nominate to the Board one Director for each ten
per cent of the shares held in aggregate by them.
Art 59 Unless and until otherwise determined by the Company in General Meeting, the number of
Directors of the Company shall not be less than two (2) nor more than fifteen (15).
Art 60 It shall not be necessary for any Director of the Company to acquire or hold any share
qualification, but a Director shall be entitled to receive notice of, and to attend, all General
Meetings.
REMUNERATION OF DIRECTORS
Art 61 The Company in General Meeting may from time to time direct such sums as may be
thought fit to be paid as and by way of remuneration to the Directors, and any such sum shall
be divided amongst them as they may agree or, failing agreement, equally. The Directors
shall also be entitled to be repaid all expenses reasonably incurred by them respectively in or
about the performance of their duties as Directors.
MANAGING DIRECTOR
Art 63 The Directors may, from time to time, appoint one of their number to be Managing Director
for such period, at such remuneration and upon such terms as to the duties to be performed,
the powers to be exercised and all such other matters as they think fit, but so that no
Managing Director shall be invested with any powers or entrusted with any duties which the
Directors themselves could not have exercised or performed and so also that there shall not
Page 52
be more than one Managing Director holding Office at any one time. The remuneration of a
Managing Director may be by way of salary and or bonus or commission or participation in
profits, or by any or all of those modes, and it may be made a term of his appointment that
he be paid a pension or gratuity on retirement from his office.
RETIREMENT BY ROTATION
Art 64 The provisions of the Act pertaining to the retirement of Directors by rotation, or any
statutory modification or replacement thereof shall not apply to the Company. Accordingly,
the Directors of the Company shall not retire by rotation, but shall instead remain in office
until the Company determines their tenure or by operation of law.
POWERS AND DUTIES OF DIRECTORS
Art 65 The Directors may, from time to time, and at any time, provide through Local Boards,
Attorneys or Agencies for the management of the Company outside Nigeria, and may
appoint any person to be members of such Local Boards, or as Attorneys or Agents and may
remove any person so appointed and appoint others in their place, and may fix their
remuneration.
Art 66 The Directors may, from time to time, and at any time, delegate to any such Local Board,
Attorney or Agent any of the powers, authorities and discretion for the time being vested in
the Directors, other than the power to make calls, forfeit shares, borrow money or issue
debentures and any such delegation may be made on such terms and subject to such conditions
as the Directors may think fit, and may include a power to sub-delegate. The Directors may
annul the powers so delegated, as they deem fit, provided that no person dealing in good
faith and without notice of such annulment or variation shall be affected thereby.
Art 67 Any Director may at any time appoint any other Director or appoint any other person
approved by a majority of the other Directors for the time being to be his alternate and may
at any time remove any alternate Director appointed by him, and (subject to such approval as
aforesaid) appoint another in his place. An alternate Director shall not be entitled to receive
any remuneration from the Company, nor shall it be necessary for him to acquire or hold any
qualification share, but he shall be entitled (subject to his giving to the Company an address
within Nigeria at which notices may be served on him) to receive notice of meetings of the
Directors and to attend and vote as a Director at any such meeting, at which the Director
appointing him is not present and at such meeting, to exercise all powers, duties and
authorities of the Director appointing him. A Director who is also an alternate Director shall
be entitled, in addition to his vote, to a separate vote on behalf of the Director he is
representing. An alternate Director, if his appointor ceases for any reason to be a Director
shall, ipso facto, cease to be an alternate Director. Every person acting as an alternate
Director shall be an officer of the Company and shall alone be responsible to the Company
for his own acts and defaults, and he shall not be deemed to be an agent of, or for, the
Director appointing him. Every appointment and removal of an alternate Director made by
any Director in pursuance of this regulation shall be in writing under the hand of the Director
making the same and shall be sent to or left at the Office of the Company.
PROCEEDINGS OF DIRECTORS
Art 68: All the decisions of the Board shall be made by a simple majority of votes of the Directors
present at a meeting. In case of equality of votes, the Chairman shall have a second or
casting vote.
Art 69 The General Meeting may fix the quorum necessary for the transaction of the business of the
Directors and unless so fixed shall be two.
Art 70 A resolution in writing signed by all Directors entitled to notice of a meeting of Directors
shall have the same effect and validity as a resolution of the Board duly passed at a meeting
of the Board duly convened and held.
Page 53
CASUAL VACANCIES
Art 71 In the event of a vacancy on the Board by reason of death or resignation of a Director, the
Board may appoint new Director(s). Where a casual vacancy is filled by the Board, the
person appointed may be approved by the members at the next Annual General meeting and
if not so approved, shall forthwith cease to be a Director. This however does not affect the
validity of prior acts of such Director(s).
DISQUALIFICATION OF DIRECTORS
Art 72 A Director shall vacate his office if:
(a) he is removed in accordance with the provisions of Article 76 hereof;
(b) by notice in writing to the Company, he resigns his office;
(c) he becomes bankrupt or makes any arrangement or composition with his creditors;
(d) he is prohibited from being a Director by an order made under any of the provisions of
the Act or other enactment;
(e) once he attains the age of 70 (seventy) years; or
(f) he is found to be a lunatic or of unsound mind.
Art 76 The Company may, by Ordinary Resolution, remove any Director and may appoint another
person in his stead. Such removal shall be without prejudice to any claim such Director may
have as to damages for breach of any contract of service between him and the Company.
BORROWING POWERS
Art 80 The Directors may exercise all the powers of the company to borrow money and to mortgage
or charge its undertaking, property and uncalled capital, or any part thereof, and to issue
debentures, debentures stock, and other securities whether outright or as security for any
debt, liability or obligation of the Company or of any third party.
DIVIDENDS
Art 83 Subject to any rights or privileges for the time being attached to any share in the capital of
the Company having preferential, deferred or other special rights in regard to dividends, the
profits for the Company which it shall from time to time be determined to distribute by way
of dividend shall be applied in payment of dividends upon the shares of the Company in
proportion to the amounts paid up thereon respectively otherwise than in advance of calls.
Art 84 The Directors may, with the sanction of a General Meeting, from time to time declare
dividends, but no such dividend shall (except as by the Statutes expressly authorised) be
payable otherwise than out of the profits of the Company. No higher dividend shall be paid
than is recommended by the Directors and a declaration by the Directors as to the amount of
profits at any time available for dividends shall be conclusive. The Directors may, if they
think fit, and if in their opinion the position of the Company justifies such payment, without
any such sanction as aforesaid, from time to time declare and pay an interim dividend, or pay
any preferential dividends on shares issued upon the terms that the preferential dividends
thereon shall be payable on fixed dates.
Art 85 With the sanction of a General Meeting, dividends may be paid wholly or in part in specie, and
may be satisfied in whole or in part by the distribution amongst the members in accordance
with their rights of fully paid shares, stock or debentures of any other company, or of any
other property suitable for distribution as aforesaid. The Directors shall have full liberty to
make all such valuations, adjustments and arrangements, and to issue all such certificates or
Page 54
documents of title as may in their opinion be necessary or expedient with a view to

facilitating the equitable distribution amongst members of any dividends or portions of
dividends to be satisfied as aforesaid or to giving them the benefit of their proper shares and
interests in the property, and no valuation, adjustment or arrangement so made shall be
questioned by any member.
Art 86 The Directors may deduct from any dividend or other moneys payable in respect of any
shares held by members either alone or jointly with any other member, all such sums of
money (if any) as may be due and payable by him either alone or jointly with any other
person to the Company on account of calls or otherwise.
Art 87 A transfer of a share shall not pass the right to any dividend declared in respect thereof
before the transfer has been registered.
Art 88 Any dividend, instalment of dividend or interest in respect of any share may be paid by
cheque or warrant payable to the order of the member entitled thereto, or (in the case of joint
holders) of that member whose name stands first on the register in respect of the joint
holding. Every such cheque or warrant shall (unless otherwise directed) be sent by post to
the last registered address of the member entitled thereto, and the receipt of the person
whose name appears on the register of members as the owner of any share, or, in the case of
joint holders of any one of such holders, or of his or their agent duly appointed in writing,
shall be a good discharge of the Company for all dividends or other payments made in
respect of such share. Every such cheque or warrant shall be sent at the risk of the person
entitled to the money represented thereby.
CAPITALIZATION OF PROFITS AND RESERVE
Art 89 The Director may, before recommending any dividend, set aside out of the profits of the
Company such sum as they think proper as a reserve fund, which shall at the discretion of
the Directors be applicable for meeting contingencies, or for repairing or maintaining any
works connected with the business of the Company, or for any other purposes for which the
profits of the Company may lawfully be applied, or shall, with the sanction of the Company
in General Meeting, be as to the whole or in part applicable for equalising dividends, or for
distribution by way of special dividend or bonus and the Directors may divide the reserve
fund into separate funds for special purposes, and may either employ the sums from time to
time carried to the credit of such fund or funds in the business of the company or invest the
same in such investments, (other than the shares of the Company) as they may select. The
Directors may also from time to time carry forward such sums, as they may deem expedient
in the interest of the Company.
Art 90 The Company in General Meeting may, upon the recommendation of the Directors, resolve
that it is desirable to capitalize any part of the amount for the time being standing to the
credit of any of the Company's reserve accounts or to the credit of the profit and loss
account, otherwise available for distribution; and accordingly that such sum be set free for
distribution amongst the members who would have been entitled thereto if distributed by
way of dividend, and in the same proportions, on the condition that the same be not paid in
cash but be applied either in or towards paying up any amounts for the time being unpaid on
any shares held by such members respectively, or paying up in full unissued shares or
debentures of the Company to be allotted and distributed credited as full paid up to and
amongst such members in the proportions aforesaid, or partly in the one way and partly in
the other, and the directors shall give effect to such resolution.
NOTICES
Art 91 A notice may be given by the company to any member either personally or by sending it by
post to him or to his registered address, or if he has no registered address within Nigeria, to
the address, if any, within Nigeria supplied by him to (the Company for the giving of notice
to him. Where a notice is sent by post, service of the notice shall be deemed to be effected
by properly addressing, prepaying, and posting a letter containing the notice, and to have
been effected at the expiration of the day after the letter containing the same is posted.
Page 55
7. CLAIMS AND LITIGATION
The Company in its ordinary course of business is presently involved in one (1) suit. The amount
claimed in the said suit is N
= 6,550,597.00 (six million five hundred and fifty thousand five hundred
and ninety seven naira) plus interest accrued thereon.
The Solicitors to the Offer and the Directors of the Company are of the opinion that the
aforementioned suit is not likely to have any material adverse effect on the Company and or the
Offer, and are not aware of any other pending and or threatened suits involving the Company.
8. MATERIAL CONTRACTS
The following agreements have been entered into and are considered material to this Offer:
(i) A Vending Agreement dated 01 November 2006 under the terms of which IBTC Chartered
Bank Plc, Vetiva Capital Management Limited, Access Bank Plc, BGL Securities Limited,
Ecobank Nigeria Plc, FBN Capital Limited, FCMB Capital Markets Limited, Fidelity Bank
Plc, Intercontinental Capital Markets Limited, Oceanic Bank International Plc and Zenith
Bank Plc have agreed to Offer for Sale 3,000,000,000 Ordinary Shares of 50 kobo each in
Dangote Sugar Refinery Plc.
(ii) An Underwriting Agreement dated 01 November 2006 under the terms of which IBTC
Chartered Bank Plc, Vetiva Capital Management Limited, Access Bank Plc, BGL Limited,
Ecobank Nigeria Plc, Fidelity Bank Plc, First Bank of Nigeria Plc, First City Monument Bank
Plc, Intercontinental Capital Markets Limited, Oceanic Bank International Plc, Skye Bank
Plc and Zenith Bank Plc have agreed to underwrite 100% of the Offer on a stand-by basis.
Other than as stated above, the Company has not entered into any material contracts except in the
ordinary course of business.
9. COSTS AND EXPENSES

The costs, charges and expenses of and incidental to the Offer including fees payable to the
Securities and Exchange Commission, The Nigerian Stock Exchange, the Central Securities Clearing
Systems Limited and professional parties, brokerage commission, and printing and distribution
expenses are estimated at N
= 2.7 billion, representing 5% of the gross Offer proceeds and are payable
by Dangote Industries Limited.
10. DECLARATIONS
Except as otherwise disclosed in this Prospectus:

(a) No share of Dangote Sugar is under option or agreed conditionally or unconditionally to be
put under option;
(b) No commissions, discounts, brokerages or other special terms have been granted by Dangote
Sugar to any person in connection with the offer or sale of any share of the Company;
(c) Save as disclosed herein, the Directors of Dangote Sugar have not been informed of any
holding representing 5% or more of the issued share capital of the Company;
(d) There are no founders, management or deferred shares or any options outstanding in
Dangote Sugar;
(e) There are no material service agreements between Dangote Sugar or any of its Directors and
employees other than in the ordinary course of business;
(f) There are no long term service agreements between Dangote Sugar and any of its Directors
and employees except Pension Agreements;
(g) No Director of the Company has had any interest, direct or indirect, in any property
purchased or proposed to be purchased by the Company in the five years prior to the date of
this Prospectus; and
Page 56
(h) No Director or key management staff of the Company is or has been involved in any of the
following:
a. A petition under any bankruptcy or insolvency laws filed (and not struck out) against
him/her or any partnership in which he/she is or was a partner or any company of
which he/she is or was a Director or key personnel.
b. A conviction in a criminal proceeding or is named subject of pending criminal

proceedings relating to fraud or dishonesty.
c. The subject of any order, judgement or ruling of any court of competent jurisdiction or
regulatory body relating to fraud or dishonesty, restraining him/her from acting as an
investment adviser, dealer in securities, Director or employee of a financial institution
and engaging in any type of business or activity.
11. RELATIONSHIP BETWEEN THE ISSUER AND ITS ADVISERS
As at the date of this Prospectus, there is no relationship between Dangote Sugar and any of its
Advisers except in the ordinary course of business.
12. RELATED PARTY TRANSACTIONS

Dangote Sugar entered into a Management and Technical Service Agreement dated 02 January 2006
with DIL. The Agreement is for an initial period of 5 years with an option to renew for a further
period of 5 years, subject to termination by either party in accordance with the terms of the Agreement.
As consideration for the services provided by DIL, Dangote Sugar is to pay to DIL, a sum equivalent
to 2% of the net revenue from its total sales for any given month, net of discounts, taxes, rebates and
value added tax (VAT). Dangote Sugar will also bear all out of pocket expenses incurred by DIL in
relation to the provision of their services under the agreement. From January 2006 to the end of
August 2006, Dangote Sugar has paid to DIL a total sum of N = 1,186,289,113.92.
13. CONSENTS
The following have given and not withdrawn their written consents to the issue of this Prospectus
with their names and reports (where applicable) included in the form and context in which they appear:
Directors of the Company Alhaji Aliko Dangote C O N
Mr Narendra Kumar Somani
Mr Suleiman Oladapo Olarinde
Dr Konyinsola Ajayi SAN
Mr Olakunle Alake
Alhaji Sani Dangote (representing Dangote Industries Limited)
Alhaji Abdu Garba Dantata
Ms Bennedikter China Molokwu
Mr Uzoma Nwankwo
Company Secretary Mr Adewale Adebayo Agboola
Joint Issuing Houses IBTC Chartered Bank Plc
Access Bank Plc
Ecobank Nigeria Plc
FBN Capital Limited
Fidelity Bank Plc
Zenith Bank Plc
Page 57
Joint Stockbrokers to the Offer Future View Financial Services Limited

AMYN Investments Limited
APT Securities Limited
BFCL Assets & Securities Limited
Camry Securities Limited
Capital Assets Limited
Capital Express Securities Limited
Clearview Investments Company Limited
CSL Stockbrokers Limited
De-Canon Investment Limited
Diamond Securities Limited
EMI Capital Resources Limited
ESL Securities Limited
Fidelity Union Securities Limited
Finmal Finance Services Limited
Greenwich Trust Limited
Heartbeat Investments Limited
IBTC Asset Management Limited
ICMG Securities Limited
International Standard Securities Limited
Lambeth Trust & Investment Company Limited
LB Securities Limited
Marina Securities Limited
MBC Securities Limited
Meristem Securities Limited
Mutual Alliance Investment & Securities Limited
Nova Finance & Securities Limited
Partnership Investment Company Limited
Pilot Securities Limited
Premium Securities Limited
PSL Limited
SanTrust Securities Limited
Signet Investments & Securities Limited
SMADAC Securities Limited
Spring Stockbrokers Limited
Summit Finance Company Limited
Tower Assets Management Limited
UNEX Securities & Investment Limited
Zenith Securities Limited
Auditors Akintola Williams Deloitte
Reporting Accountants Ahmed Zakari & Co (Chartered Accountants)
Solicitors to the Company ǼLEX Legal Practitioners & Arbitrators
Joint Solicitors to the Offer Banwo & Ighodalo

Wali-Uwais & Co
Registrars Zenith Registrars Limited

Joint Underwriters IBTC Chartered Bank Plc
Access Bank Plc
BGL Limited
Ecobank Nigeria Plc
Fidelity Bank Plc
First Bank of Nigeria Plc
Page 58
First City Monument Bank Plc

Skye Bank Plc
Zenith Bank Plc
Joint Receiving Bankers IBTC Chartered Bank Plc

Access Bank Plc
Ecobank Nigeria Plc
Fidelity Bank Plc
First Bank of Nigeria Plc
Intercontinental Bank Plc
Skye Bank Plc
Zenith Bank Plc
14. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the documents listed may be inspected at the offices of the Joint Issuing Houses listed on
page 9 during normal business hours on any weekday (except public holidays), from Wednesday, 15
November 2006 until Friday, 22 November 2006:
(i) Certificate of Incorporation of the Company;
(ii) Memorandum and Articles of Association of the Company;
(iii) The Prospectus issued in respect of the Offer;
(iv) The Shareholders’ Resolution authorising the Offer;
(v) The Board Resolution confirming the details of the Offer;
(vi) The audited financial statements of the Company for the six months ended 30 June 2006;
(vii) The audited financial statements of DIL for each of the five years ended 31 December 2005;
(viii) The Report of Ahmed Zakari & Co (Chartered Accountants), Reporting Accountants, on the
financial information of the Company for the six months period ended 30 June 2006;
(ix) The Report of Ahmed Zakari & Co (Chartered Accountants), Reporting Accountants, on the
financial information of DIL: for the five years ending 31 December 2005;
(x) The Report of Ahmed Zakari & Co (Chartered Accountants), Reporting Accountants, on the
Profit Forecast of the Company for the years ending 31 December 2006, 2007, 2008 and 2009;
(xi) A certified true copy of the Federal High Court Order sanctioning the Scheme of
Arrangement between DIL, Dangote Flour Mills Limited, Dangote Salt Plc, Dangote Pasta
Plc and the Company;
(xii) The list of outstanding claims and litigation referred to in Section 7 on page 56;
(xiii) The material contracts referred to in Section 8 on page 56;
(xiv) The written consents referred to in Section 13 on page 57;
(xv) The letter of approval from the Securities & Exchange Commission; and
(xvi) The letter of approval from The Nigerian Stock Exchange.
Page 59
SUPPLEMENTARY INFORMATION
Page 60
SUPPLEMENTARY INFORMATION - DANGOTE INDUSTRIES LIMITED
1. REPORTING ACCOUNTANTS’ REPORT
The following is a copy of the report of Ahmed Zakari & Co (Reporting Accountants), the Reporting
Accountants to the Offer:

(0 64 ) 64 54 00 , 6 46 44 7, 64 78 88 P O Bo x 5 57 57 Falo mo
K an o La go s.
29 September 2006

Modandola House
Apapa
Lagos
Ikoyi, Lagos Lagos
And And And
And And And
And And And
Intercontinental Capital Markets Oceanic Bank International Plc Vetiva Capital Management Limited
Limited Waterfront Plaza Plot 266B Kofo Abayomi Street
Wesley House 270 Ozumba Mbadiwe Avenue Victoria Island
21/22 Marina, Lagos Victoria Island, Lagos Lagos
And
The Directors
Zenith Bank Plc
Zenith Heights
Dear Sirs
We report on the financial information set out on pages 64 to 75, which have been prepared for inclusion in
the Prospectus to be issued in connection with the proposed Offer for Sale of Dangote Industries Limited’s
3,000,000,000 ordinary shares of 50 kobo each in the issued share capital of Dangote Sugar Refinery Plc.
Sequel to a Court Order dated 23rd January, 2006 sanctioning the Scheme of Arrangement of Dangote
Industries Limited (DIL), the assets, liabilities and rights attached to DIL’s Sugar Division were transferred to
Dangote Sugar Refinery Plc with effect from 01 January 2006.
Page 61
The financial information is based on the audited financial statements of Dangote Industries Limited, and
incorporates segmental financial statement summaries of its Flour Mills Division, Sugar Division, Salt
Division, DIL Head Office/Cement Division and Pasta Division, for the five years ended 31 December 2005.
The financial statements were prepared under the historical cost convention, modified to include the
revaluation of certain fixed assets. Messrs Lanre Odede & Co., were the auditors of the Company for the
years ended 31 December 2001, 2002 and 2003 while Morrison Odede & Co. and Akintola Williams Deloitte
were the joint auditors for the years ended 31 December 2004 and 2005.
The financial information has been prepared in accordance with the accounting policies set out on page 63
after making such adjustments we considered necessary. The financial statements on which the information is
based are the responsibility of the Directors of Dangote Industries Limited who approved their issue. The
Directors of the company are responsible for the contents of the prospectus in which this report is included.
We conducted our work in accordance with the International Standard on Auditing applicable to review
engagements. This standard requires that we plan and perform the review to obtain moderate assurance as to
whether the financial statements are free of material misstatements. Our review was limited primarily to
examination of the work papers of the external auditors, inquiries of the company’s personnel and analytical
procedures applied to financial data and thus provides less assurance than an audit. We have not performed an
audit and, accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying
financial information does not give a true and fair view of the state of affairs of Dangote Industries Limited
and its Divisions as at the dates stated and of the profit and loss and cash flows for the years then ended in
accordance with generally acceptable accounting principles in Nigeria.
Yours faithfully
Page 62
2. STATEMENT OF ACCOUNTING POLICIES
The following are the principal accounting policies adopted in the preparation of these financial
statements.
(a) Basis of preparation of financial statements
The financial statements are prepared under the historical cost convention as modified by the
revaluation of certain fixed assets.
(b) Turnover
Turnover represents the invoiced value of goods to third parties less discounts and value
added tax.
(c) Fixed assets
Fixed assets are stated at cost or valuation less accumulated depreciation.
(d) Depreciation of fixed assets
Depreciation is calculated to write off the cost of fixed assets on a straight line basis over
their expected useful lives. The principal annual rates used for this purpose were:
2005 2004 2003 2002 2001
Leasehold land and buildings 2% 2% 2% 2% 2%
Plant and Machinery 6.67% 6.67% 15% 15% 15%
Tools and equipment 12.5% 20% 20% 20% 20%
Office equipment 12.5% 20% 20% 20% 20%
Motor vehicles 25% 25% 25% 25% 25%
Mobile cranes 10% 10% 10% 10% 10%
Furniture and fittings 20% 20% 20% 20% 20%
Computer equipment/software 33.33% 33.33% 33.33% 33.33% 33.33%
In the case of revalued properties, depreciation is calculated by reference to the enhanced
values of the properties concerned. No depreciation is charged on fixed assets until they are
brought into use.
(e) Repairs and renewals
All repairs and renewals are written off as incurred but major repairs are capitalized.
(f) Stock and work-in-progress
Stock and work-in-progress are valued at the lower of cost and net realizable value.
(g) Rate of exchange
Transactions in foreign currencies are recorded in Naira at the rates of exchange ruling at the
time they arise.
Assets and liabilities existing in foreign currencies are converted to Naira at the rates of
exchange ruling at the balance sheet date. Gains or losses arising therefrom are included in
the profit and loss account.
(h) Debtors
Bad debts are written off and specific provisions are made for those debts considered doubtful.
(i) Deferred taxation
Deferred taxation is provided using the liability method at the current rate of income tax on
all timing differences between the treatment of certain items for accounting purposes and
their treatment for taxation.
(j) Long-term investments
Long-term Investments are shown at cost.
(k) Employees' retirement benefits
The Company makes provision for retirement benefits in accordance with the Pension
Reform Act of 2004. The contribution of the employer is 8.5% while that of the employee is
7.5% of relevant emoluments.
The Company also operates a gratuity scheme for its permanent Nigerian staff, the benefits under
which are related to employees’ length of service and remuneration. The provision for liability
in respect thereof based on actuarial valuation is provided in full in the financial statements.
Page 63
3. PROFIT AND LOSS ACCOUNT
Year ended 31 December 2005 2004 2003 2002 2001

Notes N'000 N'000 N'000 N'000 N'000
Turnover 6.3 138,643,914 113,249,062 94,728,575 61,924,749 46,039,099
Cost of sales (111,337,091) (87,586,803) (77,115,190) (51,757,130) (37,289,690)
Gross profit 27,306,822 25,662,259 17,613,385 10,167,619 8,749,409
Operating expenses (7,862,291) (9,478,877) (5,928,426) (2,395,999) (2,623,055)
Operating profit 19,444,532 16,183,382 11,684,959 7,771,620 6,126,354

Other income 18,131 212,012 150,039 147,817 40,727
Profit before interest and similar charges 19,462,663 16,395,394 11,834,998 7,919,437 6,167,081
Interest expense and similar charges (8,346,779) (7,325,553) (4,466,897) (2,633,366) (2,021,720)
Profit on ordinary activities before taxation 6.4 11,115,884 9,069,841 7,368,101 5,286,071 4,145,361
Taxation 6.6 - - (484,743) (139,600) (300,000)
Retained profit for the year 11,115,884 9,069,841 6,883,358 5,146,471 3,845,361
Profit brought forward 25,234,976 16,165,135 9,281,777 4,135,306 289,945
General Reserve 6.16 36,350,860 25,234,976 16,165,135 9,281,777 4,135,306
Page 64
4. BALANCE SHEET
As at 31 December 2005 2004 2003 2002 2001

Notes N'000 N'000 N'000 N'000 N'000
Fixed assets 6.7 37,937,853 36,486,641 37,516,819 30,616,996 10,630,365
Investment in subsidiaries 6.8 51,846,902 57,306,941 24,861,210 417,378 -

89,784,755 93,793,582 62,378,029 31,034,374 10,630,365
Current assets
Stock and work-in-progress 6.9 9,624,665 6,351,785 4,020,310 6,219,895 3,922,017
Debtors and prepayments 6.10 49,596,992 49,540,871 26,597,243 11,258,721 15,611,808
Cash and bank balances 1,130,761 1,079,456 4,788,618 4,786,732 2,586,861
60,352,418 56,972,112 35,406,171 22,265,348 22,120,686
Creditors: Amounts falling due

within one year
Bank borrowings (secured) 6.11 24,913,012 44,920,538 26,778,023 15,718,233 8,439,400

Trade and other creditors 6.12 43,709,877 35,576,667 13,241,124 11,993,106 19,104,480
68,622,889 80,497,205 40,019,147 27,711,339 27,543,880
Net current liabilities (8,270,471) (23,525,093) (4,612,976) (5,445,991) (5,423,194)
Total assets less current liabilities 81,514,284 70,268,489 57,765,053 25,588,383 5,207,171
Provision for liabilities & charges 6.13 (433,519) (303,608) - - -

NET ASSETS 81,080,765 69,964,881 57,765,053 25,588,383 5,207,171
CAPITAL AND RESERVES

Share capital 6.14a 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000
Deposit for shares 6.14b 71,865 71,865 71,865 71,865 71,865
Revaluation reserve 6.15 21,469,896 21,469,896 21,469,896 15,234,741 -
General reserve 6.16 36,350,860 25,234,976 16,165,135 9,281,777 4,135,306
Shareholders' funds 58,892,621 47,776,737 38,706,896 25,588,383 5,207,171
Convertible loan stock 6.17 22,188,144 22,188,144 19,058,157 - -

81,080,765 69,964,881 57,765,053 25,588,383 5,207,171
Page 65
5. CASH FLOW STATEMENT
Year Ended 31 December 2005 2004 2003 2002 2001

N'000 N'000 N'000 N'000 N'000
CASH FLOW FROM OPERATING ACTIVITIES
Operating profit before taxation 11,115,884 9,069,841 7,368,101 5,286,071 4,145,361
Adjustment for non-cash items:

Depreciation of fixed assets 2,941,523 3,133,408 2,759,772 1,322,427 1,215,856
Prior year adjustment
Cash Flow before changes in working capital 14,057,407 12,203,249 10,127,873 6,608,498 5,361,217
Decrease/[Increase] in stock & work in progress (3,272,880) (2,331,475) 2,199,585 (2,297,878) (1,815,933)
Decrease/[Increase] in debtors & prepayment 7,906,069 (8,137,042) (10,272,868) (1,511,969) (2,625,922)
[Increase] / Decrease in due from related companies (7,962,190) (14,806,586) (5,065,654) 5,865,056 (9,466,985)
[Decrease]/Increase in creditors & accruals 8,260,264 22,926,321 763,276 (7,250,974) 10,393,800
[Decrease]/Increase in taxation payable 2,857 (287,170) - - -
Cash generated from/[absorbed] in operations 18,991,527 9,567,297 (2,247,788) 1,412,733 1,846,177
CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets (4,392,735) (2,103,230) (3,424,440) (6,074,317) (2,945,257)
Pre-Operation expenses
Long term investments 5,460,040 (32,445,731) (24,443,832) (417,378) -
Proceeds from sale of fixed assets - - 801
Net cash inflow / [outflow] from investing activities 1,067,305 (34,548,961) (27,868,272) (6,491,695) (2,944,456)
CASH FLOW FROM FINANCING ACTIVITIES

Deposit for Shares - - - - -
Covertible Loan - 3,129,987 19,058,157 - -
Net cash provided by financing activities - 3,129,987 19,058,157 - -
Net increase/[decrease] in cash and cash equivalents 20,058,832 (21,851,677) (11,057,903) (5,078,962) (1,098,279)
CASH AND CASH EQUIVALENT AT 1 JAN

Bank and Cash Balances 1,079,456 4,788,618 4,786,732 2,586,861 687,190
Bank Overdraft (26,174,557) (12,461,040) (8,553,453) (6,809,999) (2,990,853)
Short Term Loans (18,745,981) (14,316,983) (7,164,780) (1,629,401) (2,450,597)
(43,841,082) (21,989,405) (10,931,501) (5,852,539) (4,754,260)
(23,782,251) (43,841,082) (21,989,405) (10,931,501) (5,852,539)
CASH AND CASH EQUIVALENT AT 31 DEC

Bank and Cash Balances 1,130,761 1,079,456 4,788,618 4,786,732 2,586,861
Bank Overdraft (18,445,557) (26,174,557) (12,461,040) (8,553,453) (6,809,999)
Short Term Loans (6,467,455) (18,745,981) (14,316,983) (7,164,780) (1,629,401)
(23,782,251) (43,841,082) (21,989,405) (10,931,501) (5,852,539)
Page 66
6. NOTES TO THE FINANCIAL STATEMENTS
6.1 The Company

Dangote Industries Limited was incorporated as a private limited liability company on 18 April 1985 to carry out
the production and sale of food products and building materials
6.2 Business and Geographical Segments

For management purposes the company is currently organised into 8 operating units or divisions producing 5
main products - Sugar, Flour, Cement, Salt and Pasta. These divisions form the basis on which the group
reports its primary segment information
Principal activities are as follows:
Sugar Division Refining of raw sugar is carried out in Apapa Sugar Refinery.
Flour Division Refines flour in 4 plants located in Lagos, Calabar, Ilorin and Kano. Flour is also used as
major raw material in the Pasta factory which is located in Ikorodu.
Cement Division Produces cement from bulk cement. During the year the company operated from 4 plants-
Apapa, Port Harcourt, Continental Cement Terminal and Aliko Terminal Lagos. However Port
Harcourt plant merged with Bonny Allied Cement Port Harcourt in June 2004.
Pasta Division Pasta factory is located in Ikorodu. Pasta is into production of Macaroni and Spaghetti.
Salt Division Production of edible salt is carried out in Apapa, Oregun and Port Harcourt.
Segmented financial information about these business units are presented on pages 71 to 75.
2005 2004 2003 2002 2001

N'000 N'000 N'000 N'000 N'000
6.3 Turnover
Analysis by Products:
Food products 104,354,548 76,763,284 55,450,035 28,539,639 23,588,168
Building Materials 34,289,366 36,485,778 39,278,540 33,385,110 22,450,931
138,643,914 113,249,062 94,728,575 61,924,749 46,039,099
6.4 Profit before taxation

Profit before taxation is arrived at after charging:
Auditors' fee 36,000 36,000 12,000 7,500 6,000
Depreciation of fixed assets 2,941,523 3,133,408 2,759,772 1,322,427 1,215,575
Directors' emoluments (Note 5a) 41,033 41,033 30,188 25,736 22,370
Interest on borrowing 8,346,779 7,325,553 3,493,714 2,227,410 -
6.5 Particulars of Directors and Staff

a) President and Directors emolument:
President 10,845 10,845 10,845 10,100 NA
Other Directors 30,188 30,188 19,343 15,636 22,370
b) The number of Directors excluding the President

whose emoluments were within the following ranges are:
N'000 N'000 Number Number Number Number Number

2,800 - 3,400 0 0 0 3 -
3,401 - 3,500 0 0 0 1 -
3,501 - 3,600 0 0 0 1 -
3,601 - 3,700 0 0 0 0 -
3,701 - 3,800 3 3 3 0 -
3,801 - 3,900 0 0 0 0 -
3,901 - 4,000 0 1 1 0 -
4,001 and Above 4 1 1 0 -
Page 67
2005 2004 2003 2002 2001
Employees' Remuneration
c) The number of employees other than Directors and
their emoluments within the following range were:
N'000 N'000 Number Number Number Number Number

220 - 240 2,516 3,760 2,062 2,038 -
241 - 250 2,771 2,079 1,747 1,703 -
251 - 300 250 250 234 219 -
301 - 400 750 825 639 602 -
401 - 500 75 353 845 776 -
501 - 600 535 - 395 353 -
601 - 700 438 - 552 337 -
701 - 1000 958 - 210 181 -
1001 - 1500 606 - 118 103 -
1510 - 2000 648 - 43 44 -
2001 - Above 322 - 7 12 -
Total 9,869 7,267 6,852 6,368 NA
NA - Indicates that comparative information was not available
d) The average number of persons employed during

the year is as follows: Number Number Number Number Number
Managerial 322 513 168 159 -
Senior Staff 1,648 1,709 2,641 2,249 -
Junior Staff 7,723 9,093 4,043 3,960 -
9,693 11,315 6,852 6,368 -
6.6 Taxation N'000 N'000 N'000 N'000 N'000
(I) Per Profit and Loss Account:

Charge for the year:
Income tax - - 337,500 130,000 280,000
Education tax - - 22,500 9,600 20,000
Prior year's tax - - 124,743 - -
- - 484,743 139,600 300,000
(ii) Per Balance Sheet:

At 1st January
Income tax 585,072 872,243 410,000 280,000 -
Education tax 52,100 52,100 29,600 20,000 -
Payment during the year (287,171) - - -
Adjustments during the year 2,857 - - - -
Charge for the year:
Income tax - - 337,500 130,000 280,000
Education tax - - 22,500 9,600 20,000
Prior year's tax - - 124,743 - -
At 31st December (Note 12) 640,029 637,172 924,343 439,600 300,000
The Company was granted a pioneer status by Nigerian Investment Promotion Commission with effect from its
production date - 1 January, 2002 for a period of 5 years. Accordingly, no provision for taxation has been made in 2004
and 2005 financial statements.
(iii) Deferred Taxation:

As a result of accelerated written down allowances on fixed assets, the total net book value of the company's fixed
assets exceeded the corresponding tax written down value at the balance sheet date by the following:
Total Net Book Value - - 37,516,819 30,616,996 -

Deduct: Revaluation Reserve plus WIP - - (23,859,137) (17,742,446) -
Net Book Value - - 13,657,682 12,874,550 -
Less: Tax Written Down Value - - (4,928,436) (4,210,415) -
- - 8,729,246 8,664,135 -
As a result of the present tax holiday, no provision has been made in 2004 and 2005 financial statements for deferred tax
arising on the above timing differences of approximately N2,625,211,000 in 2003. (2002: N2,605,678,000)
Page 68
2005 2004 2003 2002 2001

N'000 N'000 N'000 N'000 N'000
6.7 Fixed assets
Cost / Valuation
Land & Buildings 6,581,494 6,187,015 5,744,563 5,395,918 1,276,648
Plant & Machinery 37,369,208 33,808,251 30,336,600 21,627,058 9,532,861
Crane 5,498 5,498 19,343 19,343 17,631
Tools & Equipment 2,824,420 2,756,698 4,304,830 3,628,353 602,092
Computer Hardware / Software 77,724 47,445 46,511 31,977 21,136
Motor Vehicles 651,992 513,582 426,329 369,938 296,323
Furniture & Fittings 288,458 260,351 211,427 233,276 132,367
Research & Development - - - 5,681 5,681
Work in Progress 2,154,559 1,981,778 2,367,785 2,486,249 603,996
At 31 December 49,953,353 45,560,618 43,457,388 33,797,793 12,488,735
Accumulated depreciation
Land & Buildings 460,196 313,024 192,001 69,673 37,766
Plant & Machinery 8,512,687 6,511,444 4,316,455 2,369,852 1,360,547
Crane 5,497 5,422 5,023 4,472 617
Tools & Equipment 2,359,125 1,704,700 1,069,014 531,705 379,530
Motor Vehicles 405,209 328,291 205,318 105,280 26,818
Research & Development - - - - -
Work in Progress - - - - -
At 31 December 12,015,500 9,073,977 5,940,569 3,180,797 1,858,370
Net book value

Land & Buildings 6,121,298 5,873,991 5,552,562 5,326,245 1,238,882
Plant & Machinery 28,856,521 27,296,807 26,020,145 19,257,206 8,172,314
Crane 1 76 14,320 14,871 17,014
Tools & Equipment 465,295 1,051,998 3,235,816 3,096,648 222,562
Motor Vehicles 246,783 185,291 221,011 264,658 269,505
Research & Development - - - 5,681 5,681
Work in Progress 2,154,559 1,981,778 2,367,785 2,486,249 603,996
At 31 December 37,937,853 36,486,641 37,516,819 30,616,996 10,630,365
The Company revalued its Lagos Fixed Assets in 2002 while the Up-Country Fixed Assets were revalued in 2003.
The revaluation was carried by Messrs Alagbe & Partners, Estate Surveyors and Valuers on the basis of open
market value between a willing buyer and a willing seller. The resulting surplus on revaluation was credited to a
Fixed Assets Revaluation Reserve Account. Subsequent additions to the revalued assets are stated at cost.
6.8 Investment in Subsidiaries

(i) Benue Cement Company Plc 4,022,399 2,348,747 4,378 4,378 -
(ii) Odukpani Cement Company Ltd 1,341,596 1,331,280 54,354 54,354 -
(iii) Obajana Cement Company Plc - 52,679,371 24,554,100 110,268 -
(iv) Obajana Holding S.A 42,928,712 - - - -
(v) Dangote Cement Works Ltd 894,587 894,586 225,269 225,269 -
(vi) Savannah Sugar Company Plc 429,544 11,957 1,240 1,240 -
(vii) Greenview Cement Ltd - - 413 413 -
(viii) West African Popular Foods Com - - 21,456 21,456 -
(ix) Jaiz International Plc 41,000 41,000 - - -
(x) Other deposits for shares 2,189,064 - - - -
51,846,902 57,306,941 24,861,210 417,378 -
6.9 Stock and Work-in-progress

Raw materials and work-in-progress 7,804,541 4,930,838 2,016,113 2,962,417 1,819,470
Finished Goods 762,582 402,952 569,505 2,532,913 1,803,369
Engineering spares and other stock 889,706 1,011,702 448,542 724,565 299,178
Goods - in - transit 167,836 6,293 986,150 - -
9,624,665 6,351,785 4,020,310 6,219,895 3,922,017
Page 69
2005 2004 2003 2002 2001
N'000 N'000 N'000 N'000 N'000
6.10 Debtors and Prepayments
Trade Debtors 9,329,673 14,742,742 11,697,142 4,916,220 2,359,384
Due from associated companies 33,382,619 25,420,429 10,613,843 5,548,189 11,413,245
Other debtors 6,884,700 9,377,700 2,740,622 425,511 928,497
Prepayments - - 1,545,636 368,801 910,682
49,596,992 49,540,871 26,597,243 11,258,721 15,611,808
6.11 Bank Borrowings

(i) Overdrafts 18,445,557 26,174,557 12,461,040 8,553,453 6,809,999
(ii) Short term loans 6,467,455 18,745,981 14,316,983 7,164,780 1,629,401
24,913,012 44,920,538 26,778,023 15,718,233 8,439,400
6.12 Trade and Other Creditors

Trade creditors 17,574,632 9,490,086 9,459,880 10,619,530 16,257,547
Taxation (Note 6ii) 640,029 637,172 924,342 439,600 300,000
Other creditors and accruals 25,495,216 25,449,409 2,856,902 933,976 2,546,933
43,709,877 35,576,667 13,241,124 11,993,106 19,104,480
6.13 Provisions for Liabilities & Charges

Liability in respect of staff terminal gratuity
At 1 January 303,608 - - - -
Provision during the year 138,781 303,608 - - -
Payments during the year (8,870) - - - -
At 31 December 433,519 303,608 - - -
6.14 Share Capital

Ordinary Shares N1.00 each
a. Authorised, Issued and fully paid:
1,000,000,000 Ordinary Shares of N1.00 each 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000
b. Deposit for Shares
Funds Transferred by Greenview International 971,865 971,865 971,865 971,865 971,865
Shares Allotted and Fully Paid (900,000) (900,000) (900,000) (900,000) (900,000)
Foreign Exchange Surplus 71,865 71,865 71,865 71,865 71,865
6.15 Revaluation Reserve

Revaluation Surplus:
Lagos Assets 15,234,741 15,234,741 15,234,741 15,234,741 -
Up-country Assets 6,235,155 6,235,155 6,235,155 - -
21,469,896 21,469,896 21,469,896 15,234,741 -
Certain Fixed Assets which were not revalued in year 2002 were revalued in year 2003 and the revalued figures were
incorporated in the respective Financial Statements.
6.16 General Reserve

Profit brought forward 25,234,976 16,165,135 9,281,777 4,135,306 289,945
Transferred from profit and loss account 11,115,884 9,069,841 6,883,358 5,146,471 3,845,361
36,350,860 25,234,976 16,165,135 9,281,777 4,135,306
6.17 Convertible Loan Stock

The Convertible Debenture of USD 250,000,000 was obtained at a zero coupon rate from Development Projects
Corporation. There is an agreed option of convertibility.
Funds utilised out of convertible debenture 22,188,144 22,188,144 19,058,157 - -
6.18 Contingent Liabilities

There were contingent liabilities of about N60million as at 31 December 2002, (N15million in 2001) in the ordinary
course of business arising out of litigation. The Directors have been advised by the company's solicitors that no material
loss is expected to arise.
6.19 Capital Commitments

Capital expenditure authorised by the
Directors but not yet contracted for: - 2,113,124 437,848 3,810 4,400
6.20 Plants Transferred

Port Harcourt Cement Plant
This plant, which was part of the business, merged with Bonny Allied Limited on 23 June, 2004 although the formalities
for the consummation is yet to be completed. The net asset at 31 December 2005 was N4,523,758,330 (30 June, 2004:
6.21 Related Party Transactions

All related party transactions were done at arm's length.
Page 70
7. SEGMENTAL FINANCIAL INFORMATION

PROFIT AND LOSS ACCOUNT - BY SEGMENT
DIL HEAD
FLOUR OFFICE/CEMENT SUGAR SALT PASTA TOTAL
YEAR ENDED 31 DECEMBER 2005 N'000 N'000 N'000 N'000 N'000 N'000
TURNOVER 34,017,095 34,289,366 58,494,709 5,105,124 6,737,620 138,643,914
Cost of Sales (29,534,417) (28,311,869) (44,458,574) (3,880,043) (5,152,188) (111,337,091)
Gross Profit 4,482,678 5,977,497 14,036,135 1,225,081 1,585,431 27,306,822
Direct Expenses (2,847,045) (1,092,096) (2,433,417) (554,497) (935,236) (7,862,291)
Profit from Operations 1,635,633 4,885,401 11,602,719 670,584 650,195 19,444,532
Other Income 2,829 5,870 345 894 8,192 18,131
Profit Before Interest & Similar Charges 1,638,461 4,891,271 11,603,064 671,479 658,388 19,462,663
Interest Expenses & Similar Charges (2,207,757) (3,191,643) (2,223,367) (293,427) (430,584) (8,346,779)
Profit on Ordinary Activities Before Tax (569,295) 1,699,628 9,379,697 378,052 227,803 11,115,884
Taxation - - - - - -
Profit After Tax (569,295) 1,699,628 9,379,697 378,052 227,803 11,115,884
Profit Brought Forward 7,832,847 1,763,211 14,412,778 1,328,610 (102,469) 25,234,976
Per Balance Sheet 7,263,551 3,462,839 23,792,475 1,706,661 125,334 36,350,860
YEAR ENDED 31 DECEMBER 2004

TURNOVER 31,194,184 36,485,778 36,576,150 4,315,316 4,677,634 113,249,062
Cost of Sales (25,872,395) (28,666,793) (25,803,504) (3,432,969) (3,811,142) (87,586,803)
Gross Profit 5,321,789 7,818,985 10,772,646 882,347 866,492 25,662,259
Direct Expenses (1,910,793) (4,397,552) (2,167,502) (449,660) (553,369) (9,478,877)
Other Income 90,642 55,282 56,005 46 10,038 212,012
Interest Expenses & Similar Charges (1,900,714) (3,731,782) (1,290,043) (219,626) (183,389) (7,325,553)
Profit on Ordinary Activities Before Tax 1,600,924 (255,067) 7,371,106 213,106 139,772 9,069,841
Taxation - - - - - -
Profit After Tax 1,600,924 (255,067) 7,371,106 213,106 139,772 9,069,841
Per Balance Sheet 7,832,847 1,763,211 14,412,778 1,328,610 (102,469) 25,234,976

TURNOVER 22,403,243 39,278,540 27,879,762 2,656,096 2,510,935 94,728,575
Cost of Sales (18,267,228) (32,762,801) (21,538,565) (2,626,290) (1,920,307) (77,115,190)
Gross Profit 4,136,015 6,515,739 6,341,196 29,806 590,628 17,613,385
Direct Expenses (820,924) (3,730,084) (743,182) (218,612) (415,622) (5,928,426)
Profit from Operations 3,315,091 2,785,655 5,598,014 (188,807) 175,006 11,684,959
Other Income 46,136 32,645 25,473 45,183 603 150,039
Profit Before Interest & Similar Charges 3,361,226 2,818,300 5,623,487 (143,623) 175,609 11,834,998
Interest Expenses & Similar Charges (521,936) (2,559,096) (1,076,753) (238,501) (70,611) (4,466,897)
Profit on Ordinary Activities Before Tax 2,839,290 259,204 4,546,733 (382,124) 104,998 7,368,101
Taxation (5,489) (365,677) (3,218) (110,359) - (484,743)
Profit After Tax 2,833,801 (106,473) 4,543,515 (492,483) 104,998 6,883,358
Page 71

PROFIT AND LOSS ACCOUNT - BY SEGMENT
DIL HEAD
YEAR ENDED 31 DECEMBER 2002 N'000 N'000 N'000 N'000 N'000 N'000
TURNOVER 11,468,685 33,385,110 13,540,091 2,260,005 1,270,858 61,924,749
Cost of Sales (8,092,823) (29,554,655) (11,291,911) (1,716,804) (1,100,936) (51,757,130)
Gross Profit 3,375,861 3,830,454 2,248,180 543,202 169,921 10,167,619
Direct Expenses (459,725) (1,165,331) (496,096) (148,200) (126,647) (2,395,999)
Other Income 58,836 37,452 20,668 29,769 1,091 147,817
Interest Expenses & Similar Charges (801,046) (1,126,207) (553,322) (110,796) (41,995) (2,633,366)
Profit on Ordinary Activities Before Tax 2,173,927 1,576,368 1,219,430 313,975 2,370 5,286,071
Taxation - (139,600) - - - (139,600)
Profit After Tax 2,173,927 1,436,768 1,219,430 313,975 2,370 5,146,471
Profit Brought Forward 1,224,194 687,983 1,278,727 1,294,011 (349,609) 4,135,306

TURNOVER 6,154,038 21,693,941 14,806,249 2,547,450 837,421 46,039,099
Cost of Sales (4,338,103) (18,480,352) (11,918,912) (1,642,897) (909,425) (37,289,690)
Gross Profit 1,815,935 3,213,588 2,887,337 904,553 (72,004) 8,749,409
Direct Expenses (296,512) (1,564,443) (580,603) (90,779) (90,718) (2,623,055)
Profit from Operations 1,519,422 1,649,145 2,306,734 813,774 (162,721) 6,126,354
Other Income 11,602 15,367 7,552 5,795 410 40,727
Profit Before Interest & Similar Charges 1,531,025 1,664,512 2,314,286 819,569 (162,311) 6,167,081
Interest Expenses & Similar Charges (318,345) (827,588) (742,591) (77,981) (55,215) (2,021,720)
Profit on Ordinary Activities Before Tax 1,212,680 836,924 1,571,695 741,588 (217,526) 4,145,361
Taxation (108,400) (53,000) (72,600) (66,000) - (300,000)
Profit After Tax 1,104,280 783,924 1,499,095 675,588 (217,526) 3,845,361
Profit Brought Forward 119,914 (95,941) (220,368) 618,423 (132,083) 289,945
Per Balance Sheet 1,224,194 687,983 1,278,727 1,294,011 (349,609) 4,135,306
Page 72

BALANCE SHEET BY SEGMENT
DIL HEAD
N'000 N'000 N'000 N'000 N'000 N'000
AS AT 31 DECEMBER 2005
ASSETS EMPLOYED
Fixed Assets 13,426,053 4,998,425 14,533,581 800,775 4,179,019 37,937,853
Investments 80,335 51,737,712 - 28,854 - 51,846,902
13,506,388 56,736,137 14,533,581 829,629 4,179,019 89,784,755
CURRENT ASSETS:
Stock 5,106,133 363,219 3,089,203 811,402 254,709 9,624,665
Debtors and Prepayments 14,231,404 5,685,623 26,859,994 4,280,038 (1,460,068) 49,596,992
Cash and Bank Balances 1,026,243 98,888 4,485 1,000 145 1,130,761
20,363,780 6,147,729 29,953,682 5,092,440 (1,205,214) 60,352,418
LESS: CURRENT LIABILITIES
Creditors 10,209,160 17,334,472 9,682,868 2,704,758 (11,466) 39,919,792
Accruals and Provisions 3,139,643 542,044 87,902 407,904 46,117 4,223,610
Bank Overdraft 7,089,827 10,070,954 - 571,669 713,109 18,445,558
Short - Term Loan - 6,467,455 - - - 6,467,455
20,438,631 34,414,925 9,770,770 3,684,330 747,760 69,056,416
Net Current Assets/(Liabilities) (74,850) (28,267,195) 20,182,912 1,408,110 (1,952,974) (8,703,997)
Net Assets 13,431,537 28,468,941 34,716,493 2,237,739 2,226,045 81,080,765
SHARE CAPITAL & RESERVES

Share Capital - 1,000,000 - - - 1,000,000
Deposit for Shares - 71,865 - - - 71,865
Revaluation Reserves 6,167,986 1,746,102 10,924,018 531,078 2,100,711 21,469,896
Profit and Loss Account 7,263,551 3,462,839 23,792,475 1,706,661 125,334 36,350,860
13,431,537 6,280,797 34,716,493 2,237,739 2,226,045 58,892,621
Convertible Loan Stock - 22,188,144 - - - 22,188,144
13,431,537 28,468,941 34,716,493 2,237,739 2,226,045 81,080,765
Fixed Assets 11,142,003 5,607,437 14,683,408 731,157 4,322,636 36,486,641

Investments 469,778 56,517,039 - 70,123 250,000 57,306,941
11,611,781 62,124,476 14,683,408 801,280 4,572,636 93,793,582
CURRENT ASSETS:
Stock 2,138,288 666,508 2,956,514 478,111 112,364 6,351,785
Cash and Bank Balances 901,146 (2,842,472) 2,276,967 229,007 514,807 1,079,456
9,799,710 22,556,038 21,399,578 5,421,430 (2,204,645) 56,972,112
Creditors 6,356,486 14,472,067 10,746,188 3,647,610 354,316 35,576,667
Accruals and Provisions - 303,608 - - - 303,608
Bank Overdraft 1,054,172 24,389,538 - 715,413 15,434 26,174,557
Short - Term Loan - 18,745,981 - - - 18,745,981
7,410,658 57,911,194 10,746,188 4,363,023 369,750 80,800,813
Net Current Assets/(Liabilities) 2,389,052 (35,355,156) 10,653,390 1,058,407 (2,574,395) (23,828,701)
Net Assets 14,000,833 26,769,321 25,336,796 1,859,687 1,998,242 69,964,881

Share Capital - 1,000,000 - - - 1,000,000
Profit and Loss Account 7,832,847 1,763,211 14,412,778 1,328,610 (102,469) 25,234,976
14,000,833 26,769,321 25,336,796 1,859,687 1,998,242 69,964,881
Page 73

DIL HEAD
N'000 N'000 N'000 N'000 N'000 N'000
ASSETS EMPLOYED
Fixed Assets 11,753,724 5,697,921 15,080,766 608,315 4,376,094 37,516,819
Investments 177,362 24,626,585 - 57,263 - 24,861,210
11,931,086 30,324,506 15,080,766 665,578 4,376,094 62,378,029
CURRENT ASSETS:
Stock 1,674,928 1,245,432 311,112 276,947 511,892 4,020,310
Cash and Bank Balances 711,958 1,819,314 1,828,831 226,727 201,788 4,788,618
3,874,107 12,701,297 15,910,164 3,436,425 (515,822) 35,406,171
Creditors and Accruals 2,048,220 6,304,195 736,792 2,252,385 1,899,532 13,241,124
Bank Overdraft 1,357,064 (1,489,776) 12,288,446 203,037 102,269 12,461,040
Short - Term Loan - 14,316,983 - - - 14,316,983
3,405,284 19,131,402 13,025,238 2,455,422 2,001,801 40,019,147
Net Current Assets/(Liabilities) 468,823 (6,430,105) 2,884,926 981,003 (2,517,623) (4,612,976)

Net Assets 12,399,908 23,894,402 17,965,690 1,646,582 1,858,470 57,765,053

Share Capital - 1,000,000 - - - 1,000,000
12,399,908 23,894,402 17,965,690 1,646,582 1,858,470 57,765,053
ASSETS EMPLOYED
Fixed Assets 7,492,739 4,835,530 15,778,947 629,773 1,880,008 30,616,996
Investments 26,905 361,824 - 28,649 - 417,378
Work - In - Progress - - - - - -
7,519,644 5,197,354 15,778,947 658,422 1,880,008 31,034,374
CURRENT ASSETS:
Stock 1,327,294 749,675 3,612,105 450,353 80,468 6,219,895
Debtors and Prepayments 4,086,526 6,462,647 (473,648) 3,133,976 (1,950,780) 11,258,721
Cash and Bank Balances 1,479,896 2,057,128 1,096,317 91,062 62,328 4,786,732
6,893,716 9,269,450 4,234,774 3,675,391 (1,807,984) 22,265,348
Creditors and Accruals 4,603,541 4,388,431 1,517,764 1,453,609 29,761 11,993,106
Bank Overdraft 3,711,253 6,033,745 5,073,781 741,140 158,315 15,718,233
8,314,794 10,422,176 6,591,545 2,194,749 188,076 27,711,339
Net Current Assets/(Liabilities) (1,421,078) (1,152,726) (2,356,771) 1,480,642 (1,996,060) (5,445,991)

Net Assets 6,098,567 4,044,628 13,422,175 2,139,064 (116,052) 25,588,383

Share Capital - 1,000,000 - - - 1,000,000
Revaluation Reserves 2,700,446 848,012 10,924,018 531,078 231,187 15,234,741
6,098,567 4,044,628 13,422,175 2,139,064 (116,052) 25,588,383
Page 74

DIL HEAD
N'000 N'000 N'000 N'000 N'000 N'000
ASSETS EMPLOYED
Fixed Assets 2,718,248 2,895,447 3,980,390 116,280 920,000 10,630,365
Investments - - - - - -
Work - In - Progress - - - - - -
2,718,248 2,895,447 3,980,390 116,280 920,000 10,630,365
CURRENT ASSETS:
Stock 295,805 1,001,327 2,346,652 142,424 135,809 3,922,017
Debtors and Prepayments 2,237,582 10,028,743 565,509 2,705,868 74,106 15,611,808
Cash and Bank Balances 809,751 900,321 797,999 36,137 42,653 2,586,861
3,343,138 11,930,391 3,710,160 2,884,429 252,568 22,120,686
Creditors and Accruals 3,096,177 10,422,019 2,824,516 1,260,303 1,501,464 19,104,480
Bank Overdraft 1,741,015 2,643,971 3,587,306 446,395 20,713 8,439,400
4,837,192 13,065,990 6,411,822 1,706,698 1,522,177 27,543,880
Net Current Assets/(Liabilities) (1,494,054) (1,135,599) (2,701,662) 1,177,731 (1,269,609) (5,423,194)

Pre - Operation Expenses - - - - - -
Net Assets 1,224,194 1,759,848 1,278,727 1,294,011 (349,609) 5,207,171

Share Capital - 1,000,000 - - - 1,000,000
Profit and Loss Account 1,224,194 687,983 1,278,727 1,294,011 (349,609) 4,135,306
1,224,194 1,759,848 1,278,727 1,294,011 (349,609) 5,207,171
Page 75
PROCEDURE FOR APPLICATION AND ALLOTMENT
1. APPLICATION
1.1 The general investing public is hereby invited to apply for the shares through any of the
Receiving Agents listed on Page 77.
1.2 Applications for the Ordinary Shares must be made in accordance with the instructions set
out at the back of the Application Form. Care must be taken to follow these instructions, as
applications which do not comply will be rejected.
1.3 The Application List for the Ordinary Shares now being offered will open from Wednesday,
15 November 2006 to Friday, 22 December 2006. Applications must be for a minimum of
500 shares and in multiples of 50 thereafter. The number of shares for which an application
is made and the value of the cheque or bank draft attached should be entered in the boxes
provided.
Any investor who does not want to receive a physical share certificate and would rather have
his/her CSCS account credited, should state the name of his/her stockbroker and his/her
CSCS account number in the space provided on the Application Form.
1.4 A single applicant should sign the declaration and write his/her full names, address, daytime
telephone number and mobile telephone number in item “1” on the Application Form. Item
“2” should be used by joint applicants. A corporate applicant should affix its seal in the box
provided and state its Incorporation/Registration Number.
1.5 An applicant should make only one application, whether in his/her own name or in the name
of a nominee. Multiple or suspected multiple applications will be rejected.
1.6 Each application should be forwarded together with the cheque or bank draft for the full
amount of the purchase price to any of the Receiving Agents listed on Page 77. 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 “DANGOTE SUGAR IPO” 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.
2. ALLOTMENT
The Issuing Houses and the Directors of the Company reserve the right to accept or reject any
application in whole or in part, for not meeting the conditions of the Offer. The allotment proposal
will be subject to the clearance of the Securities & Exchange Commission.
3. APPLICATION MONIES
All application monies will be retained in separate interest yielding bank accounts by the Receiving
Bankers pending allotment. If any application is not accepted, or is accepted for fewer shares than the
number applied for, a crossed cheque for the full amount or the balance of the amount paid (as the
case may be) will be returned by registered post within 5 working days of allotment. A share
certificate will be sent by registered post not later than 15 working days from the date of allotment.
Any investor who does not want to receive a physical share certificate, should state the name of
his/her stockbroker and his/her CSCS account number in the space provided on the
Application Form.
Page 76
RECEIVING AGENTS
Application Forms may be obtained free of charge from any of the following Receiving Agents, who are registered as capital
market operators by SEC, to whom brokerage will be paid at the rate of N
= 1 per N
= 100 worth of shares allotted in respect of
applications bearing their official stamps.
The Joint Issuing Houses cannot 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 lodgement of funds
at any of the Receiving Agents listed below, in the absence of corresponding evidence of receipt by any of the Joint Issuing Houses,
cannot give rise to a liability on the part of the Joint Issuing Houses under any circumstances.
BANKS
Access Bank Plc Guaranty Trust Bank Plc Standard Chartered Bank Nigeria Limited
Afribank Nigeria Plc IBTC Chartered Bank Plc Spring Bank Plc
Diamond Bank Plc Intercontinental Bank Plc Sterling Bank Plc
Equitorial Trust Bank Limited Nigeria International Bank Limited Union Bank of Nigeria Plc
Ecobank Nigeria Plc Oceanic Bank International Plc United Bank for Africa Plc
Fidelity Bank Plc PlatinumHabib Bank Plc Unity Bank Plc
First Inland Bank Plc Skye Bank Plc Wema Bank Plc
First Bank of Nigeria Plc Stanbic Bank Nigeria Limited Zenith Bank Plc
STOCKBROKERS AND OTHERS

A.A.A Stockbrokers Ltd Fountain Securities Ltd Profund Securities Ltd
Adonai Stockbrokers Ltd Future View Financial Services Ltd Prominent Securities Ltd
Afribank Capital Markets Ltd Gidauniya Investment & Securities Ltd PSI Securities Ltd
AMYN Investments Ltd Global Assets Management (Nig) Ltd PSL Ltd
Apel Asset & Trust Ltd Golden Securities Ltd Pyramid Securities Ltd
APT Securities & Funds Ltd Goldman Asset Management Ltd Quantum Securities Ltd
Asset & Resource Management Ltd Greenwich Trust Ltd Rainbow Securities & Investment Company Ltd
Associated Asset Managers Ltd GTI Capital Ltd Reading Investments Ltd
Atlas Portfolio Ltd Hamilton Hammer & Co Ltd Resano Securities Limited
Belfry Investment & Securities Ltd Heartbeat Investments Ltd Resort Securities & Trusts Ltd
Best Link Investment Ltd Hedge Securities & Investment Ltd Reward Investment & Securities Ltd
BFCL Assets & Securities Ltd Horizon Stockbrokers Ltd Rivtrust Securities Ltd
BGL Ltd IBTC Asset Management Ltd Rolex Securities Ltd
BGL Securities Ltd ICMG Securities Limited Rostrum Investment & Securities Ltd
BSD Securities Ltd ICON Stockbrokers Ltd Royal Crest Finance Ltd
Bytofel Trust & Securities Ltd Ideal Securities & Investments Ltd SanTrust & Securities Ltd
Calyx Securities Ltd Independent Securities Ltd Securities Solutions Ltd
Camry Securities Ltd Intercontinental Capital Markets Ltd Securities Trading & Investment Ltd
Capital Assets Ltd Intercontinental Securities Ltd Securities Transaction & Trust Company Ltd
Capital Bancorp Ltd Integrated Trust & Investments Ltd Security Swaps Ltd
Capital Express Securities Ltd International Standard Securities Ltd Shelong Investment Ltd
Capital Trust Brokers Ltd Interstate Securities Ltd Sigma Securities Ltd
Century Securities Ltd Investment Centre Ltd Signet Investments Securities Ltd
Chapel Hill Advisory Partners Investment Masters & Trust Ltd SMADAC Securities Ltd
Clearview Investments Company Ltd Kapital Care Trust & Securities Ltd Solid Rock Securities & Investment Ltd
Cooper Fleming Stockbrokers Ltd Kinley Securities Ltd Spring Capital Markets Ltd
Core Trust & Investment Ltd Kundila Finance Services Ltd Spring Stockbrokers Ltd
Cowry Asset Management Ltd Lambeth Trust & Investment Company Ltd Spring Trust & Securities Ltd
Crane Securities Ltd LB Securities Ltd Springboard Trust & Investment Ltd
Crossworld Securities Ltd Lead Capital Ltd Stanbic Equities Nigeria Ltd
CSL Stockbrokers Ltd Maclaize Trust & Securities Ltd Stanwal Securities Ltd
Davandy Finance & Securities Ltd Mainland Trust Ltd Sterling Capital Markets Ltd
De-Canon Investment Ltd Maninvest Asset Management Ltd Strategy & Arbitrage Ltd
De-Lords Securities Ltd Marina Securities Ltd Summa Guaranty & Trust Company Ltd
Denham Management Ltd Marriot Securities & Investment Ltd Summit Finance Company Ltd
Dependable Securities Ltd Maven Asset Management Ltd Supra Commercial Trust Ltd
Diamond Securities Ltd Maxifund Investments & Securities Ltd TFS Securities & Investment Company Ltd
Dynamic Portfolio Ltd Mayfield Investment Ltd Tiddo Securities Ltd
EBN Securities Ltd MBC Securities Ltd Tomil Trust Ltd
Emerging Capital Ltd MBL Financial Services Ltd Tower Assets Management Ltd
EMI Capital Resources Ltd Mercov Securities Ltd Tower Securities & Investment Company Ltd
Empire Securities Ltd Meristem Securities Ltd Traders Trust & Investment Company Ltd
Enterprise Stockbrokers Plc Metropolitan Trust Nigeria Ltd Trans Africa Financial Services Ltd
EPIC Investment Trust Ltd Midas Stockbrokers Ltd Transworld Investment Ltd
Equity Capital Solutions Ltd Midlands Investment & Trust Co Ltd Trust Yield Securities Ltd
ESL Securities Ltd Mission Securities Ltd Trusthouse Investments Ltd
ESS Investment & Trust Ltd Molten Trust Ltd TRW Stockbrokers Ltd
Eurocomm Securities Ltd Mountain Investment & Securities Ltd UBA Global Markets Ltd
Excel Securities Ltd Mutual Alliance Investment & Securities Ltd UBA Stockbrokers Ltd
Express Portfolio Services Ltd Newdevco Investment & Securities Ltd UNEX Securities & Investment Ltd
F & C Securities Ltd Nigerian International Securities Ltd Union Capital Markets Ltd
Falcon Securities Ltd Nigerian Stockbrokers Ltd Valmon Securities Ltd
FBC Trust & Securities Ltd Nova Finance & Securities Ltd Valueline Securities & Investment Ltd
FBN Capital Ltd Omas Investment & Trust Ltd Vetiva Capital Management Ltd
FCMB Capital Markets Ltd Options Securities Ltd Vision Trust & Investment Ltd
Fidelity Union Securities Ltd Partnership Investment Company Ltd Viva Securities Ltd
Finmal Finance Services Ltd Peninsula Assets Management & Inv Co Ltd Wema Securities & Finance Plc
First Equity Securities Ltd Pilot Securities Ltd Wizetrade Capital Asset & Management Ltd
First Stockbrokers Ltd Pine Fields Investment Services Ltd WSTC Financial Services Ltd
FIS Securities Ltd Pivot Trust & Investment Company Ltd Yobe Investment & Securities Ltd
Foresight Securities and Investment Ltd PML Securities Company Ltd Yuderb Investment & Securities Ltd
Forte Asset Management Ltd Premium Securities Ltd Zenith Securities Ltd
Forthright Securities & Investment Ltd Professional Stockbrokers Ltd
Page 77
GROUP
Application List Opens Application List Closes
RC 613748
Initial Public Offering Friday

Wednesday
15 November 2006 by way of an Offer for Sale of 22 December 2006
3,000,000,000 Ordinary Shares of 50 kobo each at N18.00
= per share
Payable in Full on Application
Joint Issuing Houses:
Issuing Houses:
Applications must be made in accordance with the instructions set out on the back of this Application Form. Care must be taken to follow these instructions as applications that do not comply may be rejected.
If you are in doubt as to the action to take, please consult your Stockbroker, Accountant, Banker, Solicitor, or any other professional adviser for guidance immediately.
DECLARATION
I/We am/are 18 years of age or over I/We authorise you to send a share certificate and/or cheque for any amount overpaid by Registered post to
I/We attach the amount payable in full on application for the number of shares indicated in Dangote Sugar my/our address given below and to procure registration in my/our name as the holder(s) of such number of
Refinery Plc at N18.00
= per share. shares or such smaller number, as aforesaid.
I/We agree to accept the same or any smaller number of shares in respect of which allotment may be made I/We declare that I/we have read a copy of the Prospectus for the Offer dated 01 November 2006 issued by the Joint
upon the terms of the Prospectus dated 01 November 2006 and subject to the Memorandum and Articles of Issuing Houses on behalf of Dangote Sugar Refinery Plc.
Association of Dangote Sugar Refinery Plc.
GUIDE TO APPLICATION Date Control No: (REGISTRAR'S USE ONLY)

Number of units applied for Amount payable
500 minimum
Subsequent multiples of 50
=
N9,000.00
=
N900.00
/ / 2 0 0 6
Number of Units Applied for: Value of Shares applied for/Amount Paid:
=
N .
PLEASE COMPLETE IN BLOCK LETTERS AND IN BLACK INK
1. INDIVIDUAL / CORPORATE APPLICANT
Title: Mr. Mrs. Miss Others
Surname / Company Name
Other Names (for individual applicants only)
Full Postal Address
City State
Daytime Telephone Number Mobile (GSM) Telephone Number
Email Address
Next of Kin
CSCS No (if you want shares allotted credited to your CSCS A/c) Name of your Stockbroker
2. JOINT APPLICANT Title : Mr. Mrs. Miss Others

Surname
Other Names
Name of Bank/Branch:........................................ ....................................................................Account Number:.........................................

Company Seal /Incorporation Number (Corporate Applicant)
Signature or Thumbprint Signature or Thumbprint
Zenith Registrars Limited Stamp of Receiving Agent 9155347374

INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM
1. Applications should be made only on the Application Form or a photocopy, downloaded or

scanned copy of the Application Form.
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 77. 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 “DANGOTE SUGAR IPO” 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 authorised 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 at which 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
DANGOTE SUGAR REFINERY PLC

Dangote Sugar Offer Summary

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CONTENTS

“Access Bank” Access Bank Plc

DATE ACTIVITY RESPONSIBILITY

22/12/2006 Application List closes JIH

10/01/2007 Receiving Agents make returns JIH/Registrars

07/02/2007 Forward allotment proposal and draft newspaper advertisement to JIH

22/02/2007 Pay net proceeds of the Offer to DIL JIH

26/02/2007 Announce allotment JIH

28/02/2007 Return surplus/rejected application moneys JIH/Registrars

14/03/2007 Distribute share certificates Registrars

16/03/2007 Forward Declaration of Compliance to The Exchange JIH/Stockbrokers

19/03/2007 Listing of Dangote Sugar shares and trading commences JIH/Stockbrokers

1. ISSUER: Dangote Sugar Refinery Plc.

15. CLOSING DATE: Friday, 22 December 2006.

18. FINANCIAL SUMMARY:

19. FORECAST OFFER STATISTICS:

Year ending 31 December 2006 2007 2008 2009

IBTC CHARTERED BANK PLC VETIVA CAPITAL MANAGEMENT LIMITED

ACCESS BANK PLC BGL SECURITIES LIMITED ECOBANK NIGERIA PLC

Offer for Sale

3,000,000,000 Ordinary Shares of 50 kobo each

DANGOTE SUGAR REFINERY PLC

Payable in full on Application

Mr Olakunle Alake Ecobank Nigeria Plc

The Directors and and

1. HISTORY AND BUSINESS OF THE COMPANY

The Company’s operations comprise two key business areas:

The refining process comprises the following:

Raw Sugar Handling

Taloclarification and Filtration

Evaporation and Crystallisation

Separation and Drying

Laboratory, Maintenance & Engineering

Boiler, Power & Water Plants

Marketing and Distribution

1.3 Operating Environment

Nigeria’s economic growth

Current dynamics of the world sugar market:

The ECOWAS free trade zone:

Scope for increased sugar consumption per capita

Country Sugar consumption

Strong barriers to entry:

2. RISK FACTORS AND MITIGANTS

Dangote Sugar faces competition from importers.

Dangote Sugar faces the threat of potential new entrants.

Refining is a cost and investment intensive process

Dangote Sugar could face a shortage of raw sugar supply

Dangote Sugar faces the threat of product contamination.

I, Alhaji Aliko Dangote C O N, am the Chairman of the Board. I am a graduate

In recognition of my contributions to the growth of the Nigerian economy and my philanthropy, I

The other Directors on the Board are:

Mr Narendra Kumar Somani is the Managing Director of Dangote Sugar. He

Mr Suleiman Oladapo Olarinde is the Finance Director of Dangote Sugar. He

Dr Konyinsola Ajayi SAN is a non-Executive Director of Dangote Sugar. He

Mr Olakunle Alake is a non-Executive Director of Dangote Sugar. He holds a

He started his career with PriceWaterhouse, a firm of Chartered Accountants, in

Alhaji Sani Dangote is a non-Executive Director of Dangote Sugar. He is an

Alhaji Abdu Garba Dantata is a non-Executive Director of Dangote Sugar.

Ms Bennedikter China Molokwu is a non-Executive Director of Dangote

Mr Uzoma Nwankwo is a non-Executive Director of Dangote Sugar. He

He has held positions in several international organizations. He was Vice

4. MANAGEMENT AND STAFF

Key management staff of the Company are as follows: