NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR
INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION
WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS NOTICE
OR THE INVITATION MEMORANDUM (AS DEFINED BELOW).
19 December 2024
THE REPUBLIC OF GHANA
NOTICE OF COMPLETION OF HOLDING PERIOD AND
RELATED NEW NOTES DISTRIBUTIONS FOLLOWING GHANA'S EUROBONDS
EXCHANGE OFFER
The Republic of Ghana ("Ghana"), acting through its Ministry of
Finance, announces completion of the Holding Period (as defined
below) and related distributions of New Notes pursuant to its
recent Eurobond Exchange Offer and Consent Solicitation (together,
the "Invitation") on
the terms and subject to the conditions set forth in the Invitation
Memorandum dated 5 September 2024 (the "Invitation Memorandum"), available by
accessing the Transaction Website (https://projects.sodali.com/ghana),
subject to eligibility confirmation and registration. Terms used in
this announcement but not defined herein have the respective
meanings given to them in the Invitation Memorandum.
On 9 October 2024, Ghana successfully
settled its Exchange Offer in connection with all of Ghana's
Eurobonds covered by the Invitation (the "Old Notes"), all of which were
subsequently cancelled. On the same date, pursuant to the Holding
Period Arrangement, Ghana distributed to the Custodian the relevant
portion of the Consideration that (a) failed to submit Consent
Instructions, Exchange Instructions and/or Eligibility
Certifications certifying their status as Eligible Holders by or
before the Expiration Deadline ("Non-Participating Holders") or (b) did
so submit by certifying their status as Ineligible Holders instead
("Ineligible Holders"). Any
payments of principal and interest paid since the Issue Date on the
New Notes held by the Custodian pursuant to the Holding Period
Arrangement were distributed by Ghana to GLAS Trustees Limited as
trustee (the "Holding Period
Trustee").
On December 16, 2024 (the "Holding Period Distribution Date"),
Non-Participating Holders that submitted Holding Period
Instructions certifying their status as Eligible Holder during the
period from the Issue Date to 5:00 p.m. (New York City time) on 9
December 2024 (the "Holding Period
Termination Deadline" and such period, the "Holding Period"), received from the
Custodian, through their Direct Participants in the relevant
Clearing System (a) the Consideration to which such Eligible
Holders were entitled (which consisted of Par New Notes), and (b)
the pro-rata distribution of the following payments made by Ghana
to the Holding Period Trustee on 11 October 2024, as applicable:
(i) First Amortisation Payment on the Down Payment New Notes and
Post-Default Interest New Notes, and (ii) First Special
Consideration Payment on the Long-Term Par New Notes. See
Tables A, B and
C below for a detailed breakdown of these
distributions.
In respect of Ineligible Holders and
Non-Participating Holders that failed to submit a Holding Period
Instruction certifying that they are Eligible Holders at or prior
to the Holding Period Termination Deadline, the New Notes that such
holders would have otherwise received pursuant to the Exchange
Offer had they participated in the Exchange Offer and certified
their eligibility, will be sold by the Holding Period Trustee in
one or more transactions (each, a "Sale") as soon as reasonably
practicable following this announcement. The proceeds from the
Sales (net of the costs of sale including the fees of any marketing
agent or broker appointed in relation to the Sales and any taxes
and provisions for tax on sale or as a result of the Holding Period
Arrangement, the "Net Cash
Proceeds"), together with the pro-rata distribution of the
First Amortisation Payment and First Special Consideration Payment
on the New Notes subject to such Sales, in each case held by the
Holding Period Trustee (collectively, the "Substitute Consideration"), are
expected to be distributed to relevant holders on the fifth
Business Day following the completion of all relevant Sales (the
"Substitute Consideration
Distribution Date").
Ineligible Holders will also receive on the
Substitute Consideration Distribution Date any Consent Fees to
which they are entitled if they submitted a valid Consent
Instruction before the Early Consent Deadline pursuant to the
Invitation and that is held by the Holding Period Trustee. Such
Consent Fees, which in aggregate amount to U.S.$21,190.00, will be
distributed through the relevant Clearing Systems to the Direct
Participants on behalf of the relevant Ineligible Holders.
The Sale of the New Notes, and the resulting
distributions of Substitute Consideration and, as applicable,
Consent Fees, will be conducted pursuant to the terms and
conditions described in the Invitation Memorandum.
The Net Cash
Proceeds may be less than the nominal value of the New Notes due to
market conditions and the volume of New Notes sold. Ghana
will have no obligation to make any payments beyond the Substitute
Consideration and Consent Fee (if applicable), and payment of this
amount will fully satisfy Ghana's obligations under the Exchange
Offer.
Neither Ghana, the Custodian, the Holding Period
Trustee, nor the Information and Tabulation Agent will be liable
for any errors or delays in the delivery of Substitute
Consideration or the Consent Fee (if applicable) by any Direct
Participant in the Clearing System, or any intermediary responsible
for the delivery thereof. No additional payments will be made in
the event of any delay.
***
Table A-Holding Period Distribution and
Sale of New Notes
|
Description of New
Notes
|
ISIN / CUSIP
(Type)
|
New Notes Held by Custodian
for Holding Period
|
New Notes Distributed to
Eligible Holders on the Holding Period Distribution
Date
|
Expected New Notes to be Sold
for Substitute Consideration(*)
|
|
Zero-Coupon
Amortising Notes due 2026 ("Down
Payment Par New Notes")
|
ISIN:
XS2893146873
CUSIP:
N/A
(Reg
S)
|
U.S.$7,144,788
|
U.S.$3,381,152
|
U.S.$3,763,636
|
|
ISIN:
US374422AL79
CUSIP:
374422AL7
(144A)
|
U.S.$199,709
|
U.S.$44,000
|
U.S.$155,709
|
|
Total:
|
U.S.$7,344,497
|
U.S.$3,425,152
|
U.S.$3,919,345
|
|
Zero-Coupon
Amortising Notes due 2030 ("Post-Default Interest Par New
Notes")
|
ISIN:
XS2893147681
CUSIP:
N/A
(Reg
S)
|
U.S.$10,427,936
|
U.S.$4,587,631
|
U.S.$5,840,305
|
|
ISIN:
US374422AN36
CUSIP:374422AN3
(144A)
|
U.S.$276,486
|
U.S.$33,468
|
U.S.$243,018
|
|
Total:
|
U.S.$10,704,422
|
U.S.$4,621,099
|
U.S.$6,083,323
|
|
1.5%
Amortising Notes due 2037 ("Long-Term Par New Notes")
|
ISIN:
XS2893165584
CUSIP:
N/A
(Reg
S)
|
U.S.$171,474,955
|
U.S.$81,147,734
|
U.S.$90,327,221
|
|
ISIN:
US374422AQ66
CUSIP:
374422AQ6
(144A)
|
U.S.$4,793,033
|
U.S.$1,056,000
|
U.S.$3,737,033
|
|
Total:
|
U.S.$176,267,988
|
U.S.$82,203,734
|
U.S.$94,064,254
|
|
____________________
(*) For the avoidance of
doubt, these amounts represent the amount of New Notes to be sold
pursuant to the Holding Period Arrangement and not the amount of
cash or Net Cash Proceeds to be distributed from the Sale of such
New Notes. Such Net Cash Proceeds may be
less than the nominal value of the New Notes due to market
conditions and the volume of New Notes sold.
|
Table B-Distribution of Principal and
Special Consideration Payments
|
Description of New
Notes
|
ISIN / CUSIP
(Type)
|
Net Cash Amount per
U.S.$1,000 in Nominal Amount of New Notes(*)
|
|
First Amortisation
Payment
|
|
Down Payment New
Notes
|
ISIN:
XS2893146873
CUSIP:
N/A
(Reg
S)
|
U.S.$199.66180779(*)
|
|
ISIN:
US374422AL79
CUSIP:
374422AL7
(144A)
|
U.S.$199.66180779(*)
|
|
Post-Default Interest New
Notes
|
ISIN:
XS2893147681
CUSIP:
N/A
(Reg
S)
|
U.S.$83.30
|
|
ISIN:
US374422AN36
CUSIP:374422AN3
(144A)
|
U.S.$83.30
|
|
First Special Consideration
Payment
|
|
Long-Term Par New
Notes
|
ISIN:
XS2893165584
CUSIP:
N/A
(Reg
S)
|
U.S.$7.50
|
|
ISIN:
US374422AQ66
CUSIP:
374422AQ6
(144A)
|
U.S.$7.50
|
|
____________________
(*) Distributions of
First Amortisation Payments on Down Payment New Notes are net of a
deduction of U.S.$0.33819221 per U.S.$1,000 nominal amount of Down
Payment New Notes from a Committee Fee Shortfall of
U.S.$176,726.48.
|
Table C - The Par Menu
Exchange Ratio
The following table set outs the
nominal amounts of Down Payment Par New Notes, Long-Term Par New
Notes and Post-Default Interest Par New Notes issued and exchanged
for Old Notes, including those New Notes distributed to the
Custodian on behalf of Non-Participating Holders and Ineligible
Holders pursuant to the Holding Period Arrangement.
|
Old Notes
|
ISIN
|
CUSIP
|
Down Payment Par New
Notes(1)
|
Long-Term Par New
Notes(1)
|
Post-Default Interest Par New
Notes(1)(2)
|
|
U.S.$1,000,000,000 7.875% Notes due 2023
|
XS0956935398
|
N/A
|
$40
|
$960
|
$69.457500
|
|
US374422AB97
|
374422AB9
|
$40
|
$960
|
$69.457500
|
|
U.S.$1,000,000,000 8.125% Amortising Notes due 2026
|
XS1108847531
|
N/A
|
$40
|
$960
|
$74.364062
|
|
US374422AC70
|
374422AC7
|
$40
|
$960
|
$74.364062
|
|
U.S.$1,000,000,000 10.750% Amortising Notes due
2030
|
XS1297557412
|
N/A
|
$40
|
$960
|
$0.000000
|
|
US374422AD53
|
374422AD5
|
$40
|
$960
|
$0.000000
|
|
U.S.$1,000,000,000 7.625% Amortising Notes due 2029
|
XS1821416234
|
N/A
|
$40
|
$960
|
$54.042188
|
|
US374422AG84
|
374422AG8
|
$40
|
$960
|
$54.042188
|
|
U.S.$1,000,000,000 8.627% Amortising Notes due 2049
|
XS1821416408
|
N/A
|
$40
|
$960
|
$56.614688
|
|
US374422AH67
|
374422AH6
|
$40
|
$960
|
$56.614688
|
|
U.S.$750,000,000 7.875% Amortising Notes due 2027
|
XS1968714110
|
N/A
|
$40
|
$960
|
$54.435938
|
|
US37443GAA94
|
37443GAA9
|
$40
|
$960
|
$54.435938
|
|
U.S.$1,250,000,000 8.125% Amortising Notes due 2032
|
XS1968714540
|
N/A
|
$40
|
$960
|
$60.429687
|
|
US37443GAB77
|
37443GAB7
|
$40
|
$960
|
$60.429687
|
|
U.S.$1,000,000,000 8.950% Amortising Notes due 2051
|
XS1968714623
|
N/A
|
$40
|
$960
|
$71.264375
|
|
US37443GAC50
|
37443GAC5
|
$40
|
$960
|
$71.264375
|
|
U.S.$1,250,000,000 6.375% Amortising Notes due 2027
|
XS2115122538
|
N/A
|
$40
|
$960
|
$55.781250
|
|
US37443GAG64
|
37443GAG6
|
$40
|
$960
|
$55.781250
|
|
U.S.$1,000,000,000 7.875% Amortising Notes due 2035
|
XS2115141751
|
N/A
|
$40
|
$960
|
$68.906250
|
|
US37443GAH48
|
37443GAH4
|
$40
|
$960
|
$68.906250
|
|
U.S.$750,000,000 8.750% Amortising Notes due 2061
|
XS2115147287
|
N/A
|
$40
|
$960
|
$71.968750
|
|
US37443GAJ04
|
37443GAJ0
|
$40
|
$960
|
$71.968750
|
|
U.S.$1,000,000,000 7.750% Amortising Notes due 2029
|
XS2325748106
|
N/A
|
$40
|
$960
|
$60.217500
|
|
US37443GAL59
|
37443GAL5
|
$40
|
$960
|
$60.217500
|
|
U.S.$1,000,000,000 8.625% Amortising Notes due 2034
|
XS2325747397
|
N/A
|
$40
|
$960
|
$67.016250
|
|
US37443GAM33
|
37443GAM3
|
$40
|
$960
|
$67.016250
|
|
U.S.$500,000,000 8.875% Amortising Notes due 2042
|
XS2325747637
|
N/A
|
$40
|
$960
|
$64.299375
|
|
US37443GAN16
|
37443GAN1
|
$40
|
$960
|
$64.299375
|
|
U.S.$525,000,000 Zero-Coupon Notes due 2025
|
XS2325742166
|
N/A
|
$36.967068
|
$887.209629
|
$0.000000
|
|
US37443GAK76
|
37443GAK7
|
$36.967068
|
$887.209629
|
$0.000000
|
|
______________________________
(1)
Amounts are expressed in U.S. dollars per
U.S.$1,000 in principal amount of Existing Notes
(2)
The resulting aggregate nominal amount of
Post-Default Interest Notes received by each participating Eligible
Holder has been rounded to the nearest dollar.
|
***
This
announcement is released by the Republic of Ghana, represented by
its Ministry of Finance, and contains information that qualified or
may have qualified as inside information for the purposes of
Article 7 of Regulation (EU) 596/2014, including as it forms part
of United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018, encompassing information relating to the
Exchange Offer and the Consent Solicitation described
above.
This notice
only includes certain terms of the Exchange Offer and Consent
Solicitation and a complete description of the terms and conditions
of the Exchange Offer and the Consent Solicitation is set out in
the Invitation Memorandum. Holders must refer to the Invitation
Memorandum for further details on the Exchange Offer and the
Consent Solicitation and for details regarding their participation,
the New Notes and settlement.
Any questions regarding the terms of the
Invitation may be directed to the Dealer Managers or to the
Information and Tabulation Agent at the addresses and telephone
numbers specified below:
Dealer Managers
|
Merrill Lynch
International
2 King Edward
Street
London EC1A
1HQ
United
Kingdom
|
Standard Chartered
Bank
One Basinghall
Avenue
London EC2V
5DD
United
Kingdom
|
|
Attention: Liability
Management Group
Telephone: +44 207
996 5420
Email:
DG.LM-EMEA@bofa.com
|
Attention: Liability
Management
Email:
Liability_Management@sc.com
|
|
Information and Tabulation
Agent
Sodali & Co
|
In
London:
The Leadenhall Building, 122
Leadenhall Street
London, EC3V
4AB
United
Kingdom
|
In Stamford:
333 Ludlow Street,
5th Floor
South Tower, CT
06902
United States of
America
|
In Hong
Kong:
29/F, No. 28 Stanley
Street
Central, Hong
Kong
|
|
|
|
|
|
Telephone: +44
20 4513 6933
|
Telephone: +1
203 658 9457
|
Telephone:
+852 2319 4130
|
|
|
|
|
|
Email:
ghana@investor.sodali.com
|
|
|
Transaction
Website: https://projects.sodali.com/ghana
|
|
|
|
|
| |
|
Disclaimer
This
announcement must be read in conjunction with the Invitation
Memorandum. No offer or invitation to acquire or sell any
securities is being made pursuant to this announcement. The Dealer
Managers do not take responsibility for the contents of this
announcement.