Accra, Ghana, 6th January 2026. The Government of the Republic of Ghana (the “Government”), advised by Lazard Frères and Hogan Lovells US LLP, acting respectively as the Government’s financial and legal advisors, held private discussions with an ad hoc committee of certain holders of the U.S.$253,189,000 aggregate principal amount of 12.5 per cent. Senior Secured Amortising Bonds due 2026 issued by Saderea Limited (“Saderea Notes”) with an outstanding principal amount of U.S.$117,774,027 (the “Saderea Ad Hoc Committee”). The members of the Saderea Ad Hoc Committee currently are advised by Cleary Gottlieb Steen & Hamilton LLP regarding a potential restructuring of the Saderea Notes and, together with certain other holders with whom they are in regular contact, own or control approximately 97.5% of the outstanding Saderea Notes.
During the above-referenced discussions, the Government and the Saderea Ad Hoc Committee discussed a joint working debt treatment scenario (the “Joint Working Scenario”) that could form the basis of a mutual understanding on financial terms, which financial terms are detailed in Annex A hereto. The Joint Working Scenario forms a package together with the efforts made by holders of Saderea Notes through Ghana’s 2024 Eurobond Debt Exchange. When taking into account these earlier efforts made by the holders of Saderea Notes in connection with Ghana’s 2024 Eurobond Debt Exchange, the Government and the Saderea Ad Hoc Committee believe that the Joint Working Scenario (which remains subject to further refinement and negotiation) is consistent with the principle of Comparability of Treatment, whose parameters are outlined by the OCC metrics detailed in Annex B hereto. The OCC Secretariat is currently assessing the compatibility of the economic terms of the Joint Working Scenario with the Comparability of Treatment principle.
The Government and the Saderea Ad Hoc Committee, therefore, intend to continue discussions in respect of the Joint Working Scenario and other matters related to a potential agreement between the parties. There is no assurance that any such agreement will be reached.
The Government expresses its gratitude to the Saderea Ad Hoc Committee for its constructive engagements over the past three weeks.
Annex A. Financial terms of the Joint Working Scenario
For each US$1,000 of principal amount of Saderea Notes, holders to receive:
- US$986 of Ghana’s Step-Up Coupon Amortising Notes due 2035 (ISINs: XS2893151287 (Reg S); US374422AP83 (144A) CUSIP: 374422 AP8 (144A)) with an accrual starting date on 4th July 2026; and
- US$330 of Ghana’s 1.5% Amortising Notes due 2037 (ISINs: XS2893165584 (Reg S); US374422AQ66 (144A) CUSIP: 374422 AQ6 (144A)) with an accrual starting date on 4th July 2026.
The Government and the members of the Saderea Ad Hoc Committee contemplate continuing discussions to (i) negotiate a transaction that will not violate any of the Government’s contractual or other undertakings and (ii) seek to obtain the consent of 100% of the holders of the Saderea Notes to participate in a transaction. The potential terms set forth above are subject to the nominal outstanding amount and accrued interest payable being fully reconciled. In all events, any potential agreement involving the Joint Working Scenario is subject to further review and diligence and agreement on additional terms, including without limitation non-financial terms, and any agreement will be subject to definitive documentation. For the avoidance of doubt, the Government and the Saderea Ad Hoc Committee reserve all rights regarding all matters involving the Saderea Notes.