The Finance Minister Dr Mohammed Amin Asam has announced the successful results of the government’s offer to exchange and solicitation of consents in connection with its Eurobonds.
The transaction which is aimed at restructuring Ghana’s Eurobonds, he said, has received overwhelming participation and support from bondholders, achieving a pivotal milestone for Ghana’s economic recovery program.
Ghana launched the invitation on 5 September 2024, inviting Eligible Holders of its Eurobonds to tender their Existing Notes for either or a combination of two menus of New Notes of the Republic, and to consent to, or vote in favour of extraordinary resolutions enabling, inter alia, the mandatory exchange of Existing Notes that are not exchanged pursuant to the Exchange Offer for New Notes and, in respect of the 2015 WB-Guaranteed Notes only, the amendment of the 2015 WB-Guaranteed Notes and the terms of the World Bank Guarantee so as to permit acceleration and termination of the World Bank Guarantee and the making of the World Bank Payment.
Following the expiration of the Early Consent Deadline on 20 September 2024 and the subsequent Expiration Deadline for the Invitation on 30 September 2024, the Minister said, Eligible Holders representing approximately 98.6 percent of the Recognised Principal Amount of Existing Notes across all series participated in the Invitation by tendering their Existing Notes pursuant to the Exchange Offer.
In connection with the Consent Solicitation, earlier today Thursday October 4, holders of Non-Aggregated Codex Alimentarius Commission (CAC) Notes, consisting of the 2013 Notes, 2014 Notes and the 2015 WB-Guaranteed Notes, held noteholder meetings where the proposed Extraordinary Resolution for each series was passed with representation levels of 92.4 percent, 97.4 percent and 98.7 percent of the aggregate principal amount outstanding, respectively; at each meeting, 100 percent of the votes cast were in favour of the respective Extraordinary Resolution. Meanwhile, for the Aggregated CAC Notes, consents from holders exceeded 98.7 percent of the aggregate principal amount outstanding, with consents substantially exceeding 50 percent for each Aggregated CAC Note.
“A significant majority of holders participating in the Exchange Offer (91.0% of the Recognised Principal Amount of Existing Notes outstanding) opted for the Disco Menu of New Notes. A total of 7.6% (or tenders representing a total of U.S.$994,796,816 of the Recognised Principal Amount of Existing Notes) opted for the Par Menu. Since the Par Menu is capped at a maximum Recognised Principal Amount of U.S.$1,600,000,000, there remains an unused portion of the Par Menu Cap amounting to U.S.$605,203,184. This unused cap will be allocated, at Ghana’s sole discretion, between Eligible Holders that certify their eligibility after the Expiration Deadline but before the Holding Period Termination Deadline, and as part of the Substitute Consideration to Ineligible Holders and Eligible Holders who do not participate in the Invitation.
“Subject to the terms and conditions described in the Invitation Memorandum, a total of U.S.$126,247,320.19 in Consent Fees will be distributed to Holders (including Ineligible Holders) who validly submitted Consent Instructions by the Early Consent Deadline. These results enable Ghana to move forward with the planned exchange of all of the Existing Notes into the New Notes (with the aggregate principal amounts shown in Table B below) on the Issue Date, expected on 9 October 2024. Moreover, since the Extraordinary Resolution relating to the 2015 WB-Guaranteed Notes passed, a key condition for the World Bank Payment is now satisfied and, subject to the satisfaction or waiver of all other applicable conditions detailed in the Invitation Memorandum including, without limitation, the World Bank Condition, the World Bank Payment is expected to be made on the Issue Date or as soon as reasonably practicable thereafter,” the Minister said in a statement.
The statement added that “Subject to the terms and conditions described in the Invitation Memorandum, the New Notes will be issued on or around 9 October 2024, with the complete settlement process expected to be finalised shortly thereafter. Eligible Holders who have participated in the Invitation will receive their allocations according to their chosen menu options—Par and/or Disco—subject to the conditions specified in the Invitation Memorandum. Where payable, the Consent Fee shall be paid only to each Holder who has delivered (and has not validly withdrawn or revoked) a Consent Instruction or, in the case of Holders of DTC Non-Aggregated CAC Notes, a Form of Sub-Proxy, consenting to or voting in favour of (as applicable) the relevant Extraordinary Resolution at or prior to the Early Consent Deadline and shall be paid (i) on the Issue Date to such consenting Eligible Holders and Holders of DTC Non-Aggregated CAC Notes and (ii) on the Holding Period Distribution Date to such consenting Ineligible Holders (other than Holders of DTC Non-Aggregated CAC Notes).
“The successful completion of this Eurobond debt exchange is a critical component of Ghana’s debt restructuring process under its programme with the International Monetary Fund. The Republic of Ghana appreciates the continued support of its bondholders throughout this process. 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.
“For the avoidance of doubt, in preparation for the Issue Date, all Existing Notes (including those in respect of which no Consent or Exchange Instruction is given) will be blocked from trading (i.e., trades will not be able to settle) by the Clearing Systems on or promptly following this Results Announcement.”
