"Ken Ofori-Atta announces restructuring of GHS 31bn Pension Funds"

" Ken Ofori-Atta announces restructuring of GHS 31bn Pension Funds \r\n\r\nMinister of Finance, Ken Ofori-Atta has announced the restructuring of GHS 31 billion pension funds as part of its upcoming Domestic Debt Exchange Programme (DDEP). This sweeping exercise is set to impact key entities such as E.S.L.A. Plc and Daakye Trust Plc, with far-reaching implications for the energy sector, including debt owed to independent power producers (IPPs) and cocoa bills.\r\n\r\nThe Finance Ministry in a statement issued on Monday, July 31, 2023, highlighted that the primary objective of the restructuring of the pension funds is to preserve their patrimonial value while facilitating an exchange for bonds that offer greater potential liquidity. Eligible Holders, upon tendering their Eligible Bonds, are slated to receive Exchange Bonds from the Government, subject to the terms and conditions delineated in the Exchange Memorandum.\r\n\r\nCrucially, the offers made by Eligible Holders to exchange their Eligible Bonds will be irrevocable, except in specific limited circumstances that allow for withdrawal rights. Moreover, the ministry emphasized that by participating in this restructuring exercise, Eligible Holders affirm that the Eligible Bonds tendered constitute their entire holding and give consent to the Central Securities Depository (CSD) to block any attempts to transfer these bonds before the Settlement Date or the conclusion of the Invitation by the Republic.\r\n\r\nThe window for submitting offers commenced on Monday, July 31, 2023, marked as the \"Launch Date,\" and will remain open until 4:00 p.m. Greenwich Mean Time (GMT) on 18th August 2023, designated as the \"Expiration Date.\" This timeline underscores the urgency and significance of the pension fund restructuring initiative, which aims to bolster Ghana's financial landscape and enhance investor confidence.\r\n\r\nWith the nation's energy sector and cocoa bills falling under the purview of this program, market participants and stakeholders keenly await the implications of this transformative move. As Ghana charts its course towards economic recovery, the GHS 31 billion pension fund restructuring holds the promise of reshaping the nation's financial dynamics and ushering in a new era of fiscal resilience.\r\n\r\n Below is the full statement \r\n\r\n \r\n\r\n \r\n\r\n \u00a0\u00a0\u00a0\u00a0\u00a0 31 st \u00a0July 2023 \r\n\r\n PRESS RELEASE \r\n\r\n FOR: IMMEDIATE RELEASE \r\n\r\n Commencement of THE ALTERNATIVE OFFER FOR THE pension funds EXCHANGE \r\n\r\n ACCRA, 31 st \u00a0July 2023\u00a0 \u2026 The Government of the Republic of Ghana (the \u201c Government \u201d) announced today that it is inviting (the \u201c Invitation \u201d) Pension Funds (as defined in the Exchange Memorandum referred to below) holding domestic notes and bonds of the central Government, E.S.L.A. Plc and Daakye Trust Plc specified in Tables A below (the \u201c Eligible Bonds \u201d) to exchange approximately GHS 31 billion principal amount of Eligible Bonds for a package of new bonds (the \u201c Exchange Bonds \u201d) as specified in Table B below. The terms and conditions of the Invitation are described in the exchange memorandum dated today (the \u201c Exchange Memorandum \u201c).\r\n \r\n \t This Invitation is intended to enable the Pension Funds to preserve their patrimonial value while exchanging their Eligible Bonds for Bonds that offer more potential liquidity. \r\n \r\n Summary of the Invitation \r\n \r\n \t The Invitation is available only to registered holders of Eligible Bonds that are Pension Funds (\u201c Eligible Holders \u201d). \r\n \r\n \r\n \t Eligible Holders tendering their Eligible Bonds pursuant to the Invitation will receive Exchange Bonds of the Government on the terms and subject to the conditions described in the Exchange Memorandum. All offers to exchange Eligible Bonds made by Eligible Holders (an \u201c Offer \u201d or \u201c Exchange Instruction \u201d) are irrevocable subject to withdrawal rights under certain limited circumstances. By tendering their Eligible Bonds, Eligible Holders represent and warrant that such Eligible Bonds constitute all the Eligible Bonds owned by them and consent to the blocking by the Central Securities Depository (CSD) of any attempt to transfer them prior to the Settlement Date (as defined below) or the termination of the Invitation by the Republic. \r\n \r\n \r\n \t See Table B below for a detailed description of the financial terms of the Exchange Bonds. \r\n \r\n \r\n \t Offers may only be submitted starting today (the \u201c Launch Date \u201d) and ending at 4:00 p.m. (Greenwich Mean Time (GMT)) on 18 th \u00a0August 2023 (the \u201c Expiration Date \u201d). However, the Government may extend the Expiration Date (including for one or more series of Eligible Bonds). \r\n \r\n \r\n \t Eligible Holders who deliver valid Offers at or prior to the Expiration Date that are accepted by the Government will receive on the Settlement Date (as defined below) in exchange for their Eligible Bonds accepted by the Government, the same aggregate principal amount distributed (in the proportions indicated below) across new tranches of the currently outstanding GOG Bonds issued in February 2023 and maturing in 2027 and 2028 (respectively, the \u201c GOG Bond 2027 \u201d and the \u201c GOG Bond 2028 \u201d, and collectively, such new tranches issued pursuant to the Invitation, the \u201c New Tranches \u201d). In addition to the Exchange Bonds, tendering Eligible Holders will receive a distribution of two additional interest payment instruments linked to the Exchange Bonds, with no principal amount, each maturing, respectively, in 2027 and 2028 (collectively, the \u201c New Interest-Only Bonds \u201d). \r\n \r\n \r\n \t The proportions of New Tranches and New Interest-Only Bonds to be received by tendering Eligible Holders in exchange for their Eligible Bonds are allocated as set forth on Table C \r\n \r\n \r\n \t The Invitation will expire at 4:00 p.m. (Greenwich Mean Time) on 18 th \u00a0August 2023, unless extended or earlier terminated by the Government as set forth in the Exchange Memorandum (the \u201cExpiration Date\u201d). Offers may not be revoked or withdrawn at any time except in the limited circumstances described in the Exchange Memorandum. \r\n \r\n \r\n \t On 25 th \u00a0August 2023 (the\u201c Settlement Date \u201d) the Government will issue the New Bonds to Eligible Holders whose Offers are accepted for credit to the account of such Eligible Holder at Ghana\u2019s CSD. The Government reserves the right to extend the Settlement Date (including with respect to one or more series of Eligible Bonds) without offering Eligible Holders the right to withdraw their Offers, provided that such extended Settlement Date is not later than 28 th \u00a0August 2023 (the \u201c Longstop Date \u201d). The Government may extend the Settlement Date beyond such Longstop Date and designate a new Longstop Date, but such extension will be subject to the granting of withdrawal rights to Eligible Holders who submitted Offers before such extension, subject to the conditions described in the Exchange Memorandum. \r\n \r\n \r\n \t Any questions or requests for assistance regarding the Invitation may be directed to CSD and\/or the Information and Coordination Agent (as defined below) at the contact information set forth below. \r\n \r\n \r\n \t Eligible Holders, or custodians for such holders, of Eligible Bonds may obtain a copy of the Exchange Memorandum by accessing the Pension Funds Invitation Websites. \r\n \r\n Summary of the Exchange Procedures for Eligible Holders \r\n \r\n \t 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. \r\n \r\n \r\n \t As of the Launch Date 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 CSD Direct Participant (Depository Participant). \r\n \r\n \r\n \t Eligible Holders may download an Exchange Form from the website of the CSD (www.csd.com.gh\/dde), complete and send it to their CSD Direct Participant (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 CSD Direct Participant (Depository Participant). \r\n \r\n \r\n \t By submitting an Offer or Exchange Instruction, Eligible Holders consent to the blocking by the CSD of any attempt to transfer such Eligible Holders\u2019 Eligible Bonds prior to the Settlement Date or the termination of the Invitation to Exchange. \r\n \r\n \r\n \t For more details on these procedures, please refer to the Exchange Memorandum or contact the CSD at the contact information below.\u00a0 END \r\n \r\n ISSUED BY THE PUBLIC RELATIONS UNIT \r\n\r\n MINISTRY OF FINANCE \r\n\r\n \r\n\r\n *** \r\n\r\n Tables A\u2014Eligible Bonds \r\n \r\n \t GHS-denominated Eligible Bonds issued by the Republic of Ghana \r\n \r\n \r\n \r\n \r\n \r\n \r\n ISIN No. \r\n Maturity Date \r\n Outstanding Principal Amount \r\n \r\n \r\n 1 \r\n GHGGOG062613 \r\n 2023-02-20 \r\n 313,017,035.00 \r\n \r\n \r\n 2 \r\n GHGGOG059114 \r\n 2023-03-06 \r\n 620,925,610.00 \r\n \r\n \r\n 3 \r\n GHGGOG059494 \r\n 2023-04-17 \r\n 364,790,687.00 \r\n \r\n \r\n 4 \r\n GHGGOG059890 \r\n 2023-05-29 \r\n 196,200,578.00 \r\n \r\n \r\n 5 \r\n GHGGOG063942 \r\n 2023-07-31 \r\n 135,645,507.00 \r\n \r\n \r\n 6 \r\n GHGGOG061151 \r\n 2023-09-18 \r\n 151,214,385.00 \r\n \r\n \r\n 7 \r\n GHGGOG064478 \r\n 2023-09-25 \r\n 149,274,748.00 \r\n \r\n \r\n 8 \r\n GHGGOG061326 \r\n 2023-09-28 \r\n 319,222,434.00 \r\n \r\n \r\n 9 \r\n GHGGOG064767 \r\n 2023-11-06 \r\n 265,962,115.00 \r\n \r\n \r\n 10 \r\n GHGGOG061870 \r\n 2023-11-27 \r\n 190,614,401.00 \r\n \r\n \r\n 11 \r\n GHGGOG065012 \r\n 2023-12-04 \r\n 228,444,021.00 \r\n \r\n \r\n 12 \r\n GHGGOG062084 \r\n 2023-12-18 \r\n 195,648,830.00 \r\n \r\n \r\n 13 \r\n GHGGOG065723 \r\n 2024-02-12 \r\n 233,699,755.00 \r\n \r\n \r\n 14 \r\n GHGGOG062860 \r\n 2024-03-18 \r\n 362,561,000.00 \r\n \r\n \r\n 15 \r\n GHGGOG044744 \r\n 2024-03-25 \r\n 516,568,405.00 \r\n \r\n \r\n 16 \r\n GHGGOG055062 \r\n 2024-04-15 \r\n 541,216,935.00 \r\n \r\n \r\n 17 \r\n GHGGOG066416 \r\n 2024-05-06 \r\n 181,290,456.00 \r\n \r\n \r\n 18 \r\n GHGGOG056219 \r\n 2024-07-08 \r\n 631,606,198.00 \r\n \r\n \r\n 19 \r\n GHGGOG064619 \r\n 2024-10-14 \r\n 480,418,649.00 \r\n \r\n \r\n 20 \r\n GHGGOG065269 \r\n 2024-12-30 \r\n 357,188,180.00 \r\n \r\n \r\n 21 \r\n GHGGOG053935 \r\n 2025-01-27 \r\n 726,751,258.00 \r\n \r\n \r\n 22 \r\n GHGGOG059262 \r\n 2025-03-17 \r\n 414,550,422.00 \r\n \r\n \r\n 23 \r\n GHGGOG049263 \r\n 2025-04-07 \r\n 339,758,855.00 \r\n \r\n \r\n 24 \r\n GHGGOG066150 \r\n 2025-04-07 \r\n 91,704,909.00 \r\n \r\n \r\n 25 \r\n GHGGOG066556 \r\n 2025-05-19 \r\n 553,511,738.00 \r\n \r\n \r\n 26 \r\n GHGGOG060195 \r\n 2025-06-23 \r\n 1,000,444,525.00 \r\n \r\n \r\n 27 \r\n GHGGOG067224 \r\n 2025-07-21 \r\n 798,126,144.00 \r\n \r\n \r\n 28 \r\n GHGGOG061466 \r\n 2025-10-13 \r\n 237,963,009.00 \r\n \r\n \r\n 29 \r\n GHGGOG062738 \r\n 2026-03-02 \r\n 608,878,903.00 \r\n \r\n \r\n 30 \r\n GHGGOG063314 \r\n 2026-05-11 \r\n 834,001,070.00 \r\n \r\n \r\n 31 \r\n GHGGOG060427 \r\n 2026-07-13 \r\n 719,212,408.00 \r\n \r\n \r\n 32 \r\n GHGGOG064247 \r\n 2026-08-26 \r\n 223,280,518.00 \r\n \r\n \r\n 33 \r\n GHGGOG043563 \r\n 2026-11-02 \r\n 2,660,955,762.00 \r\n \r\n \r\n 34 \r\n GHGGOG065145 \r\n 2026-12-14 \r\n 395,259,448.00 \r\n \r\n \r\n 35 \r\n GHGGOG062373 \r\n 2027-01-18 \r\n 952,094,215.00 \r\n \r\n \r\n 36 \r\n GHGGOG065921 \r\n 2027-03-08 \r\n 315,799,422.00 \r\n \r\n \r\n 37 \r\n GHGGOG066424 \r\n 2027-05-03 \r\n 342,021,460.00 \r\n \r\n \r\n 38 \r\n GHGGOG060674 \r\n 2027-08-09 \r\n 583,910,314.00 \r\n \r\n \r\n 39 \r\n GHGGOG064312 \r\n 2027-09-06 \r\n 318,469,057.00 \r\n \r\n \r\n 40 \r\n GHGGOG061714 \r\n 2027-11-08 \r\n 971,418,398.00 \r\n \r\n \r\n 41 \r\n GHGGOG065475 \r\n 2028-01-17 \r\n 623,178,756.00 \r\n \r\n \r\n 42 \r\n GHGGOG050246 \r\n 2028-05-29 \r\n 201,306,386.00 \r\n \r\n \r\n 43 \r\n GHGGOG063546 \r\n 2028-06-12 \r\n 666,179,417.00 \r\n \r\n \r\n 44 \r\n GHGGOG055922 \r\n 2029-06-11 \r\n 1,109,016,352.00 \r\n \r\n \r\n 45 \r\n GHGGOG063835 \r\n 2031-07-07 \r\n 607,744,690.00 \r\n \r\n \r\n 46 \r\n GHGGOG044751 \r\n 2032-03-15 \r\n 2,055,611,425.00 \r\n \r\n \r\n 47 \r\n GHGGOG056458 \r\n 2034-07-10 \r\n 210,061,768.00 \r\n \r\n \r\n 48 \r\n GHGGOG056763 \r\n 2039-08-01 \r\n 513,909,658.00 \r\n \r\n \r\n Total: \r\n 25,510,630,216.00 \r\n \r\n \r\n \r\n \r\n \r\n \t GHS-denominated Eligible Bonds issued by E.S.L.A. Plc. \r\n \r\n \r\n \r\n \r\n \r\n \r\n ISIN No. \r\n Maturity Date \r\n Outstanding Principal Amount \r\n \r\n \r\n 1 \r\n GHGESLA46972 \r\n 2024-10-23 \r\n 308,381,347.00 \r\n \r\n \r\n 2 \r\n GHGESLA46980 \r\n 2027-10-27 \r\n 1,462,046,046.00 \r\n \r\n \r\n 3 \r\n GHGESLA56021 \r\n 2029-06-15 \r\n 798,975,860.00 \r\n \r\n \r\n 4 \r\n GHGESLA58118 \r\n 2031-12-29 \r\n 687,768,359.00 \r\n \r\n \r\n 5 \r\n GHGESLA64439 \r\n 2033-09-09 \r\n 953,921,594.00 \r\n \r\n \r\n 6 \r\n GHGESLA66376 \r\n 2034-04-19 \r\n 76,592,259.00 \r\n \r\n \r\n Total: \r\n 4,287,685,465.00 \r\n \r\n \r\n \r\n \r\n \r\n \t GHS-denominated Eligible Bonds issued by Daakye Trust Plc. \r\n \r\n \r\n \r\n \r\n \r\n \r\n ISIN No. \r\n Maturity Date \r\n Outstanding Principal Amount \r\n \r\n \r\n 1 \r\n GHGDTPL66358 \r\n 2025-04-30 \r\n 154,837,469.00 \r\n \r\n \r\n 2 \r\n GHGDTP061539 \r\n 2027-10-18 \r\n 604,713,198.00 \r\n \r\n \r\n 3 \r\n GHGDTP063113 \r\n 2031-04-16 \r\n 452,856,238.00 \r\n \r\n \r\n Total: \r\n 1,212,406,905.00 \r\n \r\n \r\n \r\n \r\n *** \r\n\r\n Table B \u2014 Financial Terms of the Exchange Bonds \r\n \r\n \r\n \r\n \r\n New Tranche due \r\n Annual Interest Rate* \r\n Interest Payment \r\n Maturity Date \r\n Principal Repayment** \r\n \r\n \r\n 2027 \r\n 1.\u00a0 From and including 21 st \u00a0February 2023 to but excluding 18 February 2025:\u00a0 5.0 % Cash Interest\u00a0 + \u00a0 3.35 % payment in kind (\u201cPIK Interest\u201d) . \u00a0\u00a0 2. \u00a0 From and including 18 th \u00a0February 2025 to but excluding the maturity date:\u00a0 8.35 % \r\n Semi-annually, in arrears, commencing in February 2024 (however, on or about 29 August 2023, a payment on the New Tranches will be made as if such New Tranches had been issued on 21 February 2023 and held by such Eligible Holders as of 22 August 2023 (the first interest payment date under the Existing Exchange Series)). \r\n February 2027 \r\n One single payment on the maturity date. \r\n \r\n \r\n 2028 \r\n 1.\u00a0 From and including 21 st \u00a0February 2023 to but excluding 18 th \u00a0February 2025:\u00a0 5.0 % Cash Interest\u00a0 + \u00a0 3.50 % PIK Interest . \u00a0\u00a0 2. \u00a0 From and including 18 th \u00a0February 2025 to but excluding the maturity date:\u00a0 8.50 % \r\n Semi-annually, in arrears, commencing in February 2024 (however, on or about 29 August 2023, a payment on the New Tranches will be made as if such New Tranches had been issued on 21 February 2023 and held by such Eligible Holders as of 22 August 2023 (the first interest payment date under the Existing Exchange Series)). \r\n February 2028 \r\n One single payment on the maturity date. \r\n \r\n \r\n * Interest on the New Tranches will be paid in cash (\u201c Cash Interest \u201d), except that only during the period indicated in the table above, the Government will pay the specified PIK Interest portion of the interest by instead increasing by such amount the principal amount of such New Tranche. ** The Government is offering Eligible Holders accrued and unpaid interest (\u201c Accrued Interest Payable \u201d) on their Eligible Bonds validly tendered and accepted by the Government, calculated from and including the last time interest was paid on their Eligible Bonds up to, but excluding, 21 February 2023 (the date of the settlement of the Existing Exchange Series), which amount will be paid to such Eligible Holders in the form of capitalized interest (rounded down to the nearest GHS 1.00) added to the principal amount of the Exchange Bonds and distributed across the Exchange Bonds in the same proportions as the Exchange Consideration Ratios set forth in Table C.. \r\n \r\n \r\n New Interest-Only Bonds due \r\n Annual Interest Rate* \r\n Interest Payment \r\n Maturity Date \r\n Principal Repayment* \r\n \r\n \r\n 2027 \r\n From and including 21 st \u00a0February 2023 to but excluding the maturity date:\u00a0 10.0 % Cash Interest. \r\n Semi-annually, in arrears, commencing in February 2024 (however, on or about 29 August 2023, a payment on the New Interest-Only Bonds will be made as if such New Interest-Only Bonds had been issued on 21 February 2023 and held by such Eligible Holders as of 22 August 2023 (the first interest payment date under the Existing Exchange Series)). \r\n February 2027 \r\n No principal payment. \r\n \r\n \r\n 2028 \r\n From and including 21 st \u00a0February 2023 to but excluding the maturity date:\u00a0 10.0 % Cash Interest. \r\n Semi-annually, in arrears, commencing in February 2024 (however, on or about 29 August 2023, a payment on the New Interest-Only Bonds will be made as if such New Interest-Only Bonds had been issued on 21 February 2023 and held by such Eligible Holders as of 22 August 2023 (the first interest payment date under the Existing Exchange Series)). \r\n February 2028 \r\n No principal payment. \r\n \r\n \r\n * The New Interest-Only Bonds only accrue interest and do not provide for principal payments of any kind. The listed principal amount on New Interest-Only Bonds is used for the purpose of calculating the relevant interest payments, and will consist, in respect of a tendering Eligible Holder whose Offer has been accepted by the Government, of an aggregate amount equal to the outstanding principal amount of Eligible Bonds tendered by such Eligible Holder pursuant to such Offer. \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n***\r\n\r\n Table C\u2014Exchange Consideration Ratios \r\n \r\n \r\n \r\n \r\n \u00a0 \u00a0 Exchange consideration ratios in respect of Eligible Bonds tendered by Eligible Holders \u00a0(Allocation of principal amount of Exchange Bonds to receive per (i) outstanding principal amount of Eligible Bonds tendered\u00a0 plus \u00a0(ii) amount of Accrued Interest Payable in respect thereof)\u00a0 \u00a0 \r\n \r\n \r\n New Tranches \r\n New Interest-Only Bonds \r\n \r\n \r\n 2027 \r\n 2028 \r\n 2027 \r\n 2028 \r\n \r\n \r\n 58% \r\n 57% \r\n 50% \r\n 50% \r\n \r\n \r\n \r\n \r\n***\r\n\r\n This announcement is for informational purposes only and is not an invitation to exchange to any holders of Eligible Bonds. The invitation to exchange to Eligible Holders is only being made pursuant to the Invitation. Holders of Eligible Bonds should read the Exchange Memorandum carefully prior to making any decision with respect to tendering their Eligible Bonds because it contains important information. \r\n\r\n None of the Information and coordination Agent, the financial advisor nor any of their respective directors, employees, affiliates, agents or representatives makes any recommendation as to whether Holders should deliver their offers in connection with THEIR ELIGIBLE BONDS pursuant to thE INVITATION, and no one has been authorized by any of them to make such a recommendation. Each Holder must make its own decision as to whether to TENDER THEIR ELIGIBle bonds. \r\n\r\n "

"Ken Ofori-Atta announces restructuring of GHS 31bn Pension Funds"

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