1. INTRODUCTION

• The Federal Ministry of Communications, Innovation and Digital Economy (the “Ministry”) invites Expressions of Interest (EOI) from suitably qualified private sector investors for possible participation as equity investors in the Special Purpose Vehicle being established for the implementation of the Nigeria Universal Communication Access Project (“NUCAP” or the “Project”).
• NUCAP is a flagship national connectivity programme designed to bridge Nigeria’s digital divide by deploying 3,700 communications sites nationwide to provide rural broadband access, public WiFi, digital education infrastructure, and sustainable energy solutions to underserved and unserved communities across all states of the Federation. The Project is being implemented through a project Special Purpose Vehicle (the “Project SPV”), which serves as the owner and manager of the project assets and interfaces with contractors, mobile network operators, regulators, and other relevant stakeholders in connection with the construction, management, and commercialization of the Project.
• The Federal Government, acting through the Ministry of Finance Incorporated (MOFI), will hold 90% equity stake in the Project SPV. The Ministry seeks to identify credible private sector investors and strategic partners (“Project Partner(s)”) to hold a 10% equity stake in the Project SPV, subject to applicable governmental approvals and definitive transaction documentation. The Project Partner(s) will be required to invest approximately US$35,000,000 (Thirty-Five Million United States Dollars) in the Project in consideration for the 10% equity stake. The detailed Terms of Reference (TOR) for the Project can be found at the following link: [b.link/IEOINUCAP].

2. OBJECTIVE OF THIS IEOI

The objective of this IEOI is to:

• pre-qualify interested and eligible private sector investors for equity participation in the Project SPV;
• assess the financial capacity, relevant experience, institutional standing, and suitability of interested parties; and
• establish a shortlist of qualified respondents to be invited to participate in the subsequent Request for Proposals (RFP) stage of the selection process.

3. ELIGIBILITY

This IEOI is open to telecommunication companies, digital infrastructure companies, infrastructure funds and consortia that possess the financial capacity, relevant experience, and institutional credibility required to participate as equity investors in the Project.

4. MANDATORY ELIGIBILITY REQUIREMENTS

All respondents must provide verifiable documentary evidence of the following:

1. Evidence of Certificate of Incorporation with the Corporate Affairs Commission (CAC) — including CAC Form 1.1 or equivalent — or equivalent registration documents for foreign entities.
2. Evidence of Company Income Tax Clearance Certificate (or Personal Income Tax Clearance Certificates of all Partners, where applicable) for the last three (3) years.
3. Evidence of current Pension Compliance Certificate issued by the National Pension Commission (PenCom), valid at the date of submission.
4. Evidence of current Industrial Training Fund (ITF) Compliance Certificate, valid at the date of submission.
5. Evidence of current Nigeria Social Insurance Trust Fund (NSITF) Compliance Certificate, valid at the date of submission.
6. Verifiable documentary evidence of financial capacity to make the proposed equity investment, including audited financial statements for the last three (3) completed financial years signed and sealed by an independent registered auditor, and/or a letter of financial support or comfort from a reputable financial institution.
7. Evidence of relevant experience in infrastructure investment, telecommunications, and/or digital infrastructure — including a summary of up to five (5) relevant investments or projects undertaken in the last seven (7) years.

Failure to provide any of the above documents may result in the disqualification of the submission. The Ministry reserves the right to request supplementary information or clarification from any respondent during evaluation.

5. SUBMISSION REQUIREMENTS AND PROCEDURE

• Each submission shall include the following:

• a covering letter on the respondent’s official letterhead, signed by an authorized officer;
• a completed Respondent Information Form (Annex A);
• all mandatory eligibility documents listed in Section 4 above;
• a company or fund profile setting out the respondent’s background, ownership structure, areas of specialization, and proposed value proposition in relation to the Project; and
• where the submission is made by a consortium, a consortium structure note identifying the designated lead member, the role of each member and a Memorandum of Understanding or Contract Agreement duly signed by the consortium must be submitted.
  • Submissions must be made in English. Supporting documents in other languages must be accompanied by certified English translations.

• EOIs must be delivered no later than 11:59PM, Friday 15^th May 2026  in written form to the email address as follows: nucap@fmcide.gov.ng   or in person, to the address below:

The Honourable Minister

Federal Ministry of Communications, Innovation & Digital Economy

3^rd Floor, Annex III, Phase 1,

Federal Secretariat Complex,

CBD, Abuja.

Attention: Project Coordinator, Project Implementation Unit

Nigeria Universal Communication Access Project (NUCAP)

Submissions received after the deadline will not be accepted.

6. CLARIFICATIONS

Requests for clarification in relation to this IEOI must be submitted in writing to nucap@fmcide.gov.ng no later than 15^th May 2026. The Ministry may respond to clarification requests and will circulate any response to all registered prospective respondents simultaneously, without identifying the source of the request. The Ministry is not obliged to respond to any request for clarification.

7. EVALUATION AND SHORTLISTING

Submissions will be assessed on a pass/fail basis against the mandatory eligibility requirements as outlined in Section 4. Qualifying submissions will then be evaluated by an evaluation committee based on financial capacity, relevant investment experience, governance and compliance standing, and overall quality of the submission. The Ministry will shortlist respondents who meet the required standard for invitation to the subsequent RFP stage.

The Ministry reserves the right to determine the evaluation methodology, scoring, and number of shortlisted respondents at its sole discretion. Submission of an EOI does not confer any right to be shortlisted or selected.

8. GENERAL CONDITIONS

• The Ministry reserves the right, at any time and without liability, to amend, suspend, or withdraw this IEOI; cancel or recommence the process; reject any or all submissions; modify the proposed transaction structure or selection process; or discontinue the process entirely.
• All costs associated with the preparation and submission of an EOI shall be borne entirely by the respondent. The Ministry accepts no liability for such costs under any circumstances.
• This IEOI is a pre-qualification document only. It is not an offer, solicitation or invitation to subscribe for securities. Nothing in this IEOI shall be construed as a commitment by the Ministry or the Government to proceed with any transaction or to confer any management, operational, or service role on any respondent by reason of equity participation. Full commercial terms will be set out in the transaction documents at the RFP and contract stages.
• This IEOI shall be governed by the laws of the Federal Republic of Nigeria.

ANNEX A – RESPONDENT INFORMATION FORM

To be completed by all respondents. Consortium lead members should complete this form in respect of the consortium as a whole and attach a separate form for each consortium member.

Full Legal Name of Entity

Jurisdiction of Incorporation / Registration

Date of Incorporation / Registration

CAC Number / Registration Number

Registered Office Address

Principal Place of Business (if different)

Nature of Entity —                                                       Company / Fund / Trust / Consortium — specify

Ownership and Ultimate Beneficial Owner(s)

Name of Chief Executive / Authorised Representative

Contact Person for this EOI

Designation of Contact Person

Email Address

Telephone Number

Website

Is respondent submitting alone or as a consortium? — Alone / Consortium — specify

If consortium: name of Lead Member

If consortium: number of consortium members

Brief description of respondent’s principal business / investment mandate

I/We confirm that all information provided in this EOI is true, accurate, and complete to the best of our knowledge and belief.

Signed: _______________________

Name:

Designation:

Entity:

Date: