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Republic of Ghana (87UD)

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Friday 02 August, 2013

Republic of Ghana

Exchange Offer Results Announcement

RNS Number : 8955K
The Republic of Ghana
02 August 2013
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO AUSTRALIA, CANADA, JAPAN OR GHANA OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT. NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS.

2 August 2013

THE REPUBLIC OF GHANA ANNOUNCES RESULTS OF ITS EXCHANGE OFFER

The Republic of Ghana (the "Republic") today announces the results of its invitation to eligible holders, as defined in the Exchange Offer Memorandum dated 26 July 2013 (the "Exchange Offer Memorandum") (the "Eligible Holders") in respect of its outstanding U.S.$750,000,000 8.5 per cent. Notes due 2017 (the "Existing Notes") to offer to exchange up to U.S.$219,490,000 in aggregate principal amount of Existing Notes for up to U.S.$250,000,000 in principal amount of U.S. dollar-denominated 7.875 per cent. Notes due 2023 to be issued by the Republic (the "New Exchange Notes") (such invitation, the "Exchange Offer"). The New Exchange Notes will comprise a single series with the U.S.$750,000,000 7.875 per cent. Notes due 2023 which the Republic separately offered and priced on 25 July 2013 (the "New Offered Notes" and together with the New Exchange Notes, the "New Notes").

 

The Exchange Offer was made on the terms and subject to the conditions set out in the Exchange Offer Memorandum and this announcement should be read in conjunction with the Exchange Offer Memorandum. Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Exchange Offer Memorandum.

 

The Exchange Offer expired at 5:00 p.m. (New York City time) on 1 August 2013 (the "Expiration Deadline"). As at the Expiration Deadline, an aggregate principal amount of Existing Notes equal to U.S.$355,859,000 had been validly tendered in the Exchange Offer.

The Republic is pleased to announce that it has accepted (i) Existing Notes validly tendered for exchange via Conventional Exchange Instructions with a pro-ration factor of 74.2066 per cent.; and (ii) Existing Notes validly tendered for exchange via Fixed Pro-Ration Instructions with a fixed pro-ration factor of 29.20 per cent. (subject to rounding).

As a result of the Exchange Ratio of 1.139 and certain rounding, the aggregate principal amount of the New Exchange Notes to be issued pursuant to the Exchange Offer is U.S.$250,000,000. This amount includes U.S.$890 in New Exchange Notes to be issued for the purposes of rounding, in amounts approximately proportionate to the principal amount of Existing Notes validly tendered pursuant to each Exchange Instruction and accepted in the Exchange Offer.

The combined aggregate principal amount of the New Notes to be issued is therefore U.S.$1,000,000,000. The Exchange Offer is expected to settle simultaneously with the issue of the New Offered Notes on 7 August 2013. 

Barclays Bank PLC and Citigroup Global Markets Limited acted as Dealer Managers and Citibank, N.A., London Branch acted as Exchange Agent for the Exchange Offer.

 

Requests for information in relation to the Exchange Offer may be directed to:

 

Dealer Managers

 

Barclays Bank PLC

 

Citigroup Global Markets Limited

5 The North Colonnade

Canary Wharf

London E14 4BB

United Kingdom

 

London: +44 20 7773 8990

Toll Free: +1 (800) 438-3242

Collect: +1 (212) 528-7581

Attention: Liability Management Group

Email: [email protected]

Citigroup Centre

Canada Square

London E14 5LB

United Kingdom

 

London: +44 20 7986 8969

Toll Free: +1 800 558 3745

Collect: +1 212 723 6108

Attention: Liability Management Group

Email: [email protected]

 

Disclaimer:

This announcement contains certain forward-looking information and statements. The forward-looking information is presented as of the date hereof, and the Republic expressly disclaims any obligation or undertaking to update, review or revise any forward-looking information contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such information is based unless required to do so by applicable law.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Any offer to exchange will only be made, to holders of existing notes (a) in the United States, that are "qualified institutional buyers," as that term is defined in Rule 144A under the United Securities Act of 1933, as amended (the "Securities Act"), in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act or (b) outside the United States, that are persons other than "U.S. persons," as that term is defined in Rule 902 under the Securities Act, in offshore transactions in reliance upon Regulation S under the Securities Act.

The Dealer Managers take no responsibility for the contents of this announcement.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, accountant or other independent financial adviser.

The materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the Securities Act and the rules and regulations thereunder. The securities referred to herein have not been registered pursuant to the Securities Act and there is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

This document does not constitute an offer of securities to the public in the United Kingdom. This communication is directed only at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") and (iii) high net worth entities or any other persons to whom it may otherwise lawfully be made under Article 34, or any other Article, of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This announcement is an advertisement and not a prospectus and investors should not subscribe for any securities referred to in this announcement, except on the basis of the prospectus in respect of the New Offered Notes, which will be published on the website of the Irish Stock Exchange (www.ise.ie) and the Exchange Offer Memorandum. This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, or tender, any notes or other securities of the Republic, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of the Republic.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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