REG - Ghana (Republic of) - Statement re Final Principal Amounts of New Notes

Standard CharteredAnnouncement

08/10/2024 10:30

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RNS Number : 3561H  Ghana (Republic of) (The)  08 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, 8 October 2024

 

THE REPUBLIC OF GHANA

 

THE REPUBLIC OF GHANA ANNOUNCES FINAL PRINCIPAL AMOUNTS

OF NEW NOTES IN CONNECTION WITH ITS EUROBONDS EXCHANGE OFFER

 

Following the announcement on 3 October 2024 regarding the successful
conclusion of the Exchange Offer and Consent Solicitation, the Republic of
Ghana, through its Ministry of Finance, is pleased to announce the final
principal amounts of the New Notes. These amounts, reflecting minimal
adjustments, are outlined in the table below:

 New Notes                                                                ISINs and CUSIP                                   Nominal Amount of New Notes to be Issued
 Step-Up Coupon Amortising Notes due 2029 (Short-Term Disco New Notes)    ISINs: XS2893147251 (Reg S); US374422AM52 (144A)  U.S.$2,876,012,617

                                                                          CUSIP: 374422 AM5 (144A)
 Step-Up Coupon Amortising Notes due 2035 (Long-Term Disco New Notes)     ISINs: XS2893151287 (Reg S); US374422AP83 (144A)  U.S.$4,135,753,703

                                                                          CUSIP: 374422 AP8 (144A)
 1.5% Amortising Notes due 2037 (Long-Term Par New Notes)                 ISINs: XS2893165584 (Reg S); US374422AQ66 (144A)  U.S.$$1,132,520,904

                                                                          CUSIP: 374422 AQ6 (144A)
 Zero-Coupon Amortising Notes due 2026 (Down Payment New Notes)           ISINs: XS2893146873 (Reg S); US374422AL79 (144A)  U.S.$522,562,245

                                                                          CUSIP: 374422 AL7 (144A)
 Zero-Coupon Amortising Notes due 2030 (Post-Default Interest New Notes)  ISINs: XS2893147681 (Reg S); US374422AN36 (144A)  U.S.$$734,971,918

                                                                          CUSIP: 374422 AN3 (144A)
 Total:                                                                                                                     U.S.$9,401,821,387

 

Based on the total Consent Fee of U.S.$126,247,320.19, the Committee Fee
Shortfall, which, subject to the terms of the Invitation Memorandum, will be
deducted from the first amortisation amount on the Down Payment New Notes,
amounts to U.S.$176,726.48. This represents U.S.$0.33819221 per U.S.$1,000 of
notional amount of Down Payment New Notes.

 

The New Notes are expected to be issued on 9 October 2024 subject to the terms
and conditions described in the Exchange Offer and Consent Solicitation
Memorandum of the Republic dated 5 September 2024 (the "Invitation
Memorandum"), which is available to Holders by accessing the Transaction
Website (https://projects.sodali.com/ghana (https://projects.sodali.com/ghana)
). Terms used in this announcement but not defined herein have the respective
meanings given to them in the Invitation Memorandum.

 

***

 

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                               Standard Chartered Bank

 2 King Edward Street                                      One Basinghall Avenue

 London EC1A 1HQ                                           London EC2V 5DD

 United Kingdom                                            United Kingdom

 Attention: Liability Management Group                     Attention: Liability Management

 Telephone: +44 207 996 5420                               Email: Liability_Management@sc.com (mailto:Liability_Management@sc.com)

 Email: DG.LM-EMEA@bofa.com (mailto:DG.LM-EMEA@bofa.com)
 Information and Tabulation Agent

 Sodali & Co

In London:                                       In Stamford:                   In Hong Kong:
 The Leadenhall Building, 122 Leadenhall Street
                29/F, No. 28 Stanley Street

                        333 Ludlow Street, 5th Floor

 London, EC3V 4AB
                Central, Hong Kong

                        South Tower, CT 06902
 United Kingdom

                          United States of America

 Telephone: +44 20 4513 6933                      Telephone:  +1 203 658 9457    Telephone:  +852 2319 4130

 Email:  ghana@investor.sodali.com (mailto:ghana@investor.sodali.com)

 Transaction Website: https://projects.sodali.com/ghana
 (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.

 

United Kingdom

This announcement and the Invitation Memorandum is for distribution only to
persons who (i) have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial
Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d)
("high net worth companies, unincorporated associations etc.") of the
Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are
persons to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the FSMA) in connection with the issue or
sale of any New Notes may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "Relevant
Persons"). This announcement and the Invitation Memorandum is directed only at
Relevant Persons and must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which the
Invitation Memorandum relates is permitted only by Relevant Persons and will
be engaged in only with Relevant Persons.

France

The Exchange Offer is not being made, directly or indirectly, to the public in
the Republic of France ("France").  Neither the Invitation Memorandum nor any
other document or material relating to the Exchange Offer (including this
announcement) has been or shall be distributed to the public in France and
only qualified investors (Investisseurs Qualifiés), with the exception of
individuals, within the meaning of Article 2(e) of the Prospectus Regulation
and in accordance with Articles L.411-1 and L.411-2 of the French Code
Monétaire et Financier, are eligible to participate in the Exchange Offer.
The Invitation Memorandum has not been and will not be submitted for clearance
to nor approved by the Autorité des Marchés Financiers.

Italy

None of the Invitation Memorandum or any other document or materials relating
to the Exchange Offer (including this announcement)  have been or will be
submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.

The Exchange Offer is being carried out in the Republic of Italy ("Italy") as
an exempted offer pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial
Services Act") and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971
of 14 May 1999, as amended.  Accordingly, Holders of the Existing Notes that
are located in Italy can tender Existing Notes for exchange pursuant to the
Exchange Offer through authorised persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15
February 2018, as amended from time to time, and Legislative Decree No. 385 of
1 September 1993, as amended from time to time) and in compliance with
applicable laws and regulations or with requirements imposed by CONSOB, Bank
of Italy or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Existing Notes or the Exchange Offer.

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COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY (ALL DISTRIBUTION CHANNELS).

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