Government re-opens Domestic Debt Exchange Programme

• We are aware that a number of holders of Eligible Bonds did not participate in the February 2023 Exchange on time and, as a result, were left with their holdings of the Eligible Bonds. Mindful of this development, we are proceeding with an administrative reopening of the February 2023 Exchange.

• We believe that there is value for bondholders to participate in this Invitation. Indeed, the New Bonds (which will include the New Tranches) are expected to be more liquid than the Eligible Bonds, considering the larger investment base and the benchmark size of the New Bonds. In addition, the Government could under certain circumstances prioritise payments on the New Bonds over payment on the Eligible Bonds. Participation in this administrative reopening would also further improve the cashflow position of the Government and further support debt sustainability.

Summary of the Invitation

• The Invitation is available only to registered holders of Eligible Bonds that are not Pension Funds (as defined below) (“Eligible Holders”), except that if you have tendered Eligible Bonds in either of the two prior GHS-denominated invitations to exchange by the Government in 2023 (i.e., the February 2023 Exchange or in August 2023 with respect to Pension Funds (the “Pension Fund Alternative Offer”, and together with the February 2023 Exchange, the “Prior Domestic Cedi Exchanges”)) you are not eligible to tender in this Invitation and are no longer an Eligible Holder. The purpose of this Invitation is to provide those holders who did not participate in either of the Prior Domestic Cedi Exchanges with the opportunity to exchange their Eligible Bonds for New Tranches.

• As mentioned above, except for dates specific to this reopening exercise and the payment of interest that has accrued since the February 2023 Exchange, the terms of this Invitation are identical to the terms of the February 2023 Exchange. Notwithstanding this, for convenience, we are restating the main terms of the Invitation in the following paragraphs:

1. Upon tendering Eligible Bonds, the exchange consideration Eligible Holders will receive (including which New Tranches and their allocation per amount of principal amount tendered) will depend upon the category applicable to such Eligible Holder (each such category a “Holder Category”). “Category A Holders” consist of Eligible Holders that are Collective Investment Schemes (as defined below) or natural persons below the age of 59 years old as of 1^st January 2023. “Category B Holders” consist of Eligible Holders that are natural persons 59 years old or older as of 1st January 2023. “General Category Holders” consist of Eligible Holders that are not Category A Holders or Category B Holders, which may include corporate entities and financial institutions not contained within the definition of Collective Investment Schemes, but may not include Pension Funds. For purposes of the Invitation, (i) a “natural person” is a natural person who, in respect of the Eligible Bonds being tendered by such person, is registered as such (or with an equivalent term) in the records of the CSD (as defined below), (ii) “Pension Fund” means the pension contributions and investment funds of a mandatory and/or voluntary contributory pension scheme duly recognised and validly operating under the National Pensions Act, 2008 (Act 766) as amended, and (iii) “Collective Investment Scheme” means a mutual fund, unit trust scheme or any other entity validly licensed by the Ghana Securities and Exchange Commission (SEC) to operate as a collective investment scheme.

• The Government is offering Eligible Holders accrued and unpaid interest (“Accrued Interest Payable”) on their Eligible Bonds validly tendered and accepted by the Government, calculated from and including the last interest payment date up to, but excluding, 21^st February 2023 (the “Original Settlement Date”), which amount will be paid to such Eligible Holders in the form of capitalized interest (rounded down to the nearest GHS1.00) added to the principal amount of the New Tranches and distributed across the New Tranches in the same proportion as the Exchange Consideration Ratios (as defined below).

• Eligible Holders whose validly submitted Offers are accepted by the Government will receive on the Reopening Settlement Date (as defined below) principal amounts of New Tranches which will be allocated depending on such Eligible Holder’s Holder Category when they tender, calculated with the consideration ratios described in the applicable table in Appendix C attached hereto (the “Exchange Consideration Ratios”) per principal amount of Eligible Bonds tendered (including the Accrued Interest Payable in respect thereof), which Exchange Consideration Ratios are, for the avoidance of doubt, the same Exchange Consideration Ratios as in the February 2023 Exchange.

• Category B Holders whose validly submitted offers or exchange instructions are accepted by the Government will receive a New Tranche of each of the Republic of Ghana’s Domestic Exchange Series 2023-B-1 Bonds due 2027 and Domestic Exchange Series 2023-B-2 Bonds due 2028 (such New Tranches, the “Category B New Tranches”), allocated using the Exchange Consideration Ratios.

• General Category Holders whose validly submitted offers or exchange instructions are accepted by the Government will receive New Tranches of the Republic of Ghana’s Domestic Exchange Series 2023-GC-1 through 2023-GC-12 (such New Tranches, the “General Category New Tranches”) depending on whether the tendered Eligible Bonds are or were due 2023 (the “Eligible 2023 Bonds”) or later than 2023 (the “Eligible Post-2023 Bonds”), in each case allocated using the Exchange Consideration Ratios.

• As described in more detail in the tables in Appendix B attached hereto (Financial Terms of the New Tranches), interest on the New Tranches will be paid in cash (“Cash Interest”), except that with respect to the General Category New Tranches only, and only during the period from and including 21^st February 2023 to but excluding 18^th February 2025, the Government will pay a specified portion of the interest (the “PIK Interest”) by instead increasing the principal amount of such General Category New Tranches. When the Government pays any PIK Interest, it will increase the principal amount of the applicable General Category New Tranches in an amount equal to the amount of PIK Interest for the applicable interest payment period (rounded down to the nearest GHS 1.00) to holders of such General Category New Tranches on the relevant record date.

• Eligible Holders holding Eligible Bonds maturing on or prior to the Reopening Settlement Date (including, without limitation, any extension of the Reopening Settlement Date) (each such Eligible Bonds, a “Maturing Eligible Bond”) will not receive a final interest payment (except for Accrued Interest Payable for tendering holders as described herein) or a final principal payment (regardless of whether an Eligible Holder has tendered or not) on such Maturing Eligible Bonds. Offers or exchange instructions in respect of Maturing Eligible Bonds made after their maturity date but prior to the Reopening Settlement Date will be, and those made prior to such maturity date will remain, valid, and the Government will treat Maturing Eligible Bonds in respect of such offers or exchange instructions as still outstanding for purposes of the Invitation.

• The Government reserves the right in its sole discretion to accept any and all offers with respect to any series of Eligible Bonds.

• Offers may only be submitted starting today (the “Launch Date”) and ending at 4:00 p.m. (Greenwich Mean Time (GMT)) on 22^nd September 2023 (the “Expiration Date”). However, the Government may at its sole discretion extend the Expiration Date (including for one or more series of Eligible Bonds). Offers may not be revoked or withdrawn at any time except in the limited circumstances described in the Exchange Memorandum.

1. On 29^th September 2023 (the “Reopening Settlement Date”) the Government will issue the New Tranches to Eligible Holders whose offers are accepted for credit to the account of such Eligible Holder at the CSD. The Government reserves the right to extend the Reopening Settlement Date (including with respect to one or more series of Eligible Bonds) without offering Eligible Holders the right to withdraw their offers.

1. Morrow Sodali Limited is acting as the information and coordination agent (the “Information and Coordination Agent”). Lazard Frères is acting as financial advisor to the Government in connection with the Invitation (the “Financial Advisors”).

1. Any questions or requests for assistance regarding the Invitation may be directed to CSD and/or the Information and Coordination Agent at the contact information set forth below. 

1. Eligible Holders, or custodians for such holders of Eligible Bonds, may obtain a copy of the Exchange Memorandum by accessing the Invitation Website ().

Summary of the Exchange Procedures for Eligible Holders

1. The exchange procedures are the same as for the February 2023 Exchange. Notwithstanding this, for convenience, we are restating the main procedures in the following paragraphs:

1. Eligible Holders interested in participating in the Invitation are invited to send an offer or exchange instruction to their respective CSD direct participant (the “Depository Participant”), in the form and via the channels agreed and customary between them.

• As of the Launch Date and until the Expiration Date of the Invitation, Eligible Holders having active securities accounts balances and interested in participating in the Invitation will have the opportunity to send an offer or exchange Instruction to their respective Depository Participant.

• Eligible Holders may download an exchange form from the website of the Central Securities Depositary (GH) Limited (“CSD”) (www.csd.com.gh/dde), complete and send the duly completed exchange form to their Depository Participant via email or via any internal communication platform they use (if any), or send an instruction in the format, or via any other standard means of communication available and accepted by the such Depository Participant.

• By submitting an offer or exchange instruction, Eligible Holders consent to the blocking by the CSD of any attempt to transfer such Eligible Holders’ Eligible Bonds prior to the Settlement Date or the termination of the Invitation to Exchange.

• For more details on these procedures, please refer to the Exchange Memorandum or contact the CSD at the contact information below. END