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.
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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.
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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
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| Information and Tabulation Agent Sodali & Co
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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.
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