Statement re Final Principal Amounts of New Notes
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) 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 |
|
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). 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 2 King Edward Street London EC1A 1HQ United Kingdom
|
Standard Chartered Bank One Basinghall Avenue London EC2V 5DD United Kingdom |
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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.
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.
MANUFACTURER TARGET MARKET (UK MIFIR PRODUCT GOVERNANCE) IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY (ALL DISTRIBUTION CHANNELS).
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