Statement re Settlement

Ghana (Republic of) (The)

11 October 2024

 

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 ANNOUNCEMENT OR THE INVITATION MEMORANDUM (AS DEFINED BELOW).

Accra, Ghana, 11 October 2024

THE REPUBLIC OF GHANA

THE REPUBLIC OF GHANA ANNOUNCES SUCCESSFUL SETTLEMENT

OF EUROBONDS EXCHANGE OFFER

The Republic of Ghana (the "Republic"), through its Ministry of Finance, is pleased to announce the successful settlement of its previously announced Eurobonds Exchange Offer and Consent Solicitation (together, the "Invitation"), marking a significant step in the country's ongoing efforts to restore fiscal and debt sustainability. The Invitation was launched on 5 September 2024 pursuant to the Republic's Exchange Offer and Consent Solicitation Memorandum dated the same date (the "Invitation Memorandum"). Participation in the Invitation was permitted through the Expiration Deadline on 30 September 2024. On 3 October 2024, the Republic announced that the Invitation had received overwhelming support from bondholders and disclosed its preliminary results. On 8 October 2024, the Republic published the final results of the Invitation confirming its successful outcome as previously announced. Terms used in this announcement but not defined herein have the respective meanings given to them in the Invitation Memorandum.

On Wednesday, 9 October 2024, the New Notes were issued by the Republic pursuant to a new Agency Agreement in exchange for the Existing Notes, including the 2015 WB-Guaranteed Notes, and the distribution of the New Notes to participating Eligible Holders was completed on 10 October 2024. All conditions to the Invitation having been satisfied, including the World Bank Condition and the issuance of the New Notes, the World Bank Guarantee was accelerated in full and terminated, the World Bank Payment processed and the Existing Notes have been submitted for cancellation and markdown. The Republic distributed U.S.$126,247,320.19 in aggregate Consent Fees for the benefit of participating holders entitled to it pursuant to the Invitation Memorandum. The Consent Fee was calculated at a rate of U.S.$10 per U.S.$1,000 of outstanding principal amount for all Series of Existing Notes, except for the Zero-Coupon Notes, for which the rate was U.S.$9.241767 per U.S.$1,000 of outstanding principal.

The tables below outline the description of each of the New Notes, their aggregate principal amount and the exchange ratio that applied for each series of Existing Notes pursuant to the Exchange Offer.

The Republic will make a separate announcement concerning the Holding Period Arrangement and Cash Proceeds Arrangement, including a description of the procedures for submitting Holding Period Instructions following the Issue Date.

The Republic is appreciative of the bondholders' strong support, which has been crucial to the success of the Invitation. This successful outcome not only reflects a shared commitment to restoring debt sustainability but also paves the way for a normalisation of Ghana's relationship with the capital markets.

Table A - The New Notes

The following table sets out a summary of the New Notes issued by the Republic on 9 October 2024 pursuant to the Invitation.

New Notes	ISINs and CUSIP	Nominal Amount of New Notes Issued
Step-Up Coupon Amortising Notes due 2029 ("Short-Term Disco New Notes")	ISINs: XS2893147251 (Reg S); US374422AM52 (144A) CUSIP: 374422 AM5 (144A)	U.S.$2,876,012,617
Step-Up Coupon Amortising Notes due 2035 ("Long-Term Disco New Notes")	ISINs: XS2893151287 (Reg S); US374422AP83 (144A) CUSIP: 374422 AP8 (144A)	U.S.$4,135,753,703
1.5% Amortising Notes due 2037 ("Long-Term Par New Notes")	ISINs: XS2893165584 (Reg S); US374422AQ66 (144A) CUSIP: 374422 AQ6 (144A)	U.S.$1,132,520,904
Zero-Coupon Amortising Notes due 2026 ("Down Payment New Notes")	ISINs: XS2893146873 (Reg S); US374422AL79 (144A) CUSIP: 374422 AL7 (144A)	U.S.$522,562,245
Zero-Coupon Amortising Notes due 2030 ("Post-Default Interest New Notes")	ISINs: XS2893147681 (Reg S); US374422AN36 (144A) CUSIP: 374422 AN3 (144A)	U.S.$734,971,918

Table B - The Par Menu Exchange Ratio

For indicative purposes only, 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 that participating Eligible Holders that elected the Par Menu were eligible to receive.

Existing 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 (the "Zero-Coupon Notes")	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.

Table C - The Disco Menu Exchange Ratio

For indicative purposes only, the following table set outs the nominal amounts of Down Payment Disco New Notes, Short-Term Disco New Notes, Long-Term Disco New Notes and Post-Default Interest Disco New Notes that participating Eligible Holders that elected the Disco Menu were eligible to receive.

Existing Notes	ISIN	CUSIP	Down Payment Disco New Notes(1)	Short-Term Disco New Notes(1)	Long-Term Disco New Notes(1)	Post-Default Interest Disco New Notes(1) (2)
U.S.$1,000,000,000 7.875% Notes due 2023	XS0956935398	N/A	$40	$242	$348	$69.457500
	US374422AB97	374422AB9	$40	$242	$348	$69.457500
U.S.$1,000,000,000 8.125% Amortising Notes due 2026	XS1108847531	N/A	$40	$242	$348	$74.364062
	US374422AC70	374422AC7	$40	$242	$348	$74.364062
U.S.$1,000,000,000 10.750% Amortising Notes due 2030	XS1297557412	N/A	$40	$242	$348	$0.000000
	US374422AD53	374422AD5	$40	$242	$348	$0.000000
U.S.$1,000,000,000 7.625% Amortising Notes due 2029	XS1821416234	N/A	$40	$242	$348	$54.042188
	US374422AG84	374422AG8	$40	$242	$348	$54.042188
U.S.$1,000,000,000 8.627% Amortising Notes due 2049	XS1821416408	N/A	$40	$242	$348	$56.614688
	US374422AH67	374422AH6	$40	$242	$348	$56.614688
U.S.$750,000,000 7.875% Amortising Notes due 2027	XS1968714110	N/A	$40	$242	$348	$54.435938
	US37443GAA94	37443GAA9	$40	$242	$348	$54.435938
U.S.$1,250,000,000 8.125% Amortising Notes due 2032	XS1968714540	N/A	$40	$242	$348	$60.429687
	US37443GAB77	37443GAB7	$40	$242	$348	$60.429687
U.S.$1,000,000,000 8.950% Amortising Notes due 2051	XS1968714623	N/A	$40	$242	$348	$71.264375
	US37443GAC50	37443GAC5	$40	$242	$348	$71.264375
U.S.$1,250,000,000 6.375% Amortising Notes due 2027	XS2115122538	N/A	$40	$242	$348	$55.781250
	US37443GAG64	37443GAG6	$40	$242	$348	$55.781250
U.S.$1,000,000,000 7.875% Amortising Notes due 2035	XS2115141751	N/A	$40	$242	$348	$68.906250
	US37443GAH48	37443GAH4	$40	$242	$348	$68.906250
U.S.$750,000,000 8.750% Amortising Notes due 2061	XS2115147287	N/A	$40	$242	$348	$71.968750
	US37443GAJ04	37443GAJ0	$40	$242	$348	$71.968750
U.S.$1,000,000,000 7.750% Amortising Notes due 2029	XS2325748106	N/A	$40	$242	$348	$60.217500
	US37443GAL59	37443GAL5	$40	$242	$348	$60.217500
U.S.$1,000,000,000 8.625% Amortising Notes due 2034	XS2325747397	N/A	$40	$242	$348	$67.016250
	US37443GAM33	37443GAM3	$40	$242	$348	$67.016250
U.S.$500,000,000 8.875% Amortising Notes due 2042	XS2325747637	N/A	$40	$242	$348	$64.299375
	US37443GAN16	37443GAN1	$40	$242	$348	$64.299375
U.S.$525,000,000 Zero-Coupon Notes due 2025	XS2325742166	N/A	$36.967068	$223.650761	$321.613491	$0.000000
	US37443GAK76	37443GAK7	$36.967068	$223.650761	$321.613491	$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: [phone] Email: [e-mail]	Attention: Liability Management Email: [e-mail]
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: [phone] Telephone:  [phone] Telephone:  [phone] Email:  [e-mail]   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.

 

END