1.  Issuer

Magnus Consulting Limited (“MCL”  or “the Company”)

NUJ Light House

3/5 Adeyemo Alakija

Victoria Island, Lagos

2.  Financial Advisers

Greenwich Trust Limited

FSDH Securities Limited

3.  Other Relevant Information

The offer price of N1.95 kobo represents discount of 156% on the expected market price after listing, based on the offer P/E ratio compared to the industry average.

The company has initiated the process of listing the shares with the Nigerian Stock Exchange after the successful offer.

4.  Authorized Share Capital

N500,000 made up of 1,000,000 ordinary shares of 50 kobo each.

5.  Issued and fully paid

 N500,000 made up 200,000 ordinary shares and 800,000 preference shares of 50k each at N50 per share.

All the shares rank pari passu in all respects.

The board has approved the conversion of each 50k preference shares to 50k Ordinary shares

6.  Approved Share Capital

The company has created additional 289,000,000 Ordinary shares of 50kobo each to accommodate the new offer. The new shares will be registered on conclusion of the offer. All the existing shareholders will receive a bonus of 99 Ordinary shares for each share held to capitalize the balance on the share premium account.

Following will be the revised capital structure of the company:

Approved:     N145,000,000 made up of 290,000,000 Ordinary shares                             of 50 kobo each

                                   Available for  N62,350,000 made up of 124,700,000 Ordinary

                                    this offer:        shares of 50 kobo each

7.  On Offer:

124,700,000 Ordinary Shares of 50k each at N1.95 kobo per share

8.  Purpose:

To build the right capacity to offer world class professional services to medium & large organization in the country. Specifically to:

    i.       commence process automation services for clients in partnership with foreign technical partners

  ii.       develop the channel for the distribution and support of the company’s prime financial accounting solution à  Sweetcorn

iii.       develop the company’s corporate training centre à MCL Finance School

 iv.       create a venture capital, corporate restructuring and equity fund

   v.       acquire business support technologies

 vi.       build the right capacity and grow at suitable rate for effective and superior Public Offer in 2010.

9.  Proceeds, Costs & Expenses

The proceeds of N231,006,750, after deducting the cost of the Offer, estimated at 12,158,250 (representing 5% of gross proceeds) would be utilized as follows:

10.  Method of offering:

Offer for Subscription by Private Placement

11.  Units of Sale

A minimum of 500,000 units and multiples of 10,000 thereafter

12.  Offer Price

N1.95 kobo per share

13.  Payment

In full on application

14.  Underwriting

The offer will not be underwritten at the instance of the Issuer

15.  Validity Periods

The offer will open for 5 weeks from 1^st of November to 7^th December. The board reserves the right to extend the offer.

16.  Market Capitalization at Issue price – Pre offer

N195,000,000

17.  Market Capitalization at Issue price – post offer

N438,165,000

18.  Allotment

Allotment will be done by the parties to the offer on a first come, first served basis. The Board reserves the right to accept or reject any application in whole or in part.

19.  Indebtedness

As at the date of this Information Memorandum, Magnus Consulting Limited has an overdraft facility of N5,000,000 with Skye Bank Plc, contracted in the ordinary course of business and is fully secured against fixed deposit and stocks of quoted companies.

20.  Status

All shares to be issued shall rank pari passau in all respects

21.  Quotation

Application will be made to the Council of Nigeria Stock Exchange for listing within 12 months of the completion of the offer.

22.  Over subscription

The Directors of the company have been mandated to capitalize any excess contribution through an increase in the authorized share capital and subsequent allotment of more shares

23.  Financial Summary

24.  Forecast Offer Statistics (Extract from the Reporting Accountants Report):