Accra, Ghana, 13th July 2026. The Government of the Republic of Ghana ("Ghana"), advised by Lazard Frères and Hogan Lovells Cadwalader US LLP, acting respectively as the Government’s financial and legal advisors, is pleased to announce the successful completion of the exchange (the "Exchange") of the U.S.$253,189,000 aggregate principal amount of 12.5 per cent. Senior Secured Amortising Bonds due 2026 (the "Saderea Notes") issued by Saderea Designated Activity Company (the "Saderea Issuer"), with an outstanding principal amount of U.S.$117,773,027.98.
The Exchange, which settled on 13th July 2026 with a value date of 10th July 2026, represents the final chapter of the comprehensive sovereign restructuring of bonded debt that Ghana initially undertook in October 2024.
The Transaction
On 23rd June 2026, the Saderea Issuer announced the proposed exchange of the Saderea Notes for the following notes issued by Ghana: (i) The Republic of Ghana’s Step-Up Coupon Amortising Notes due 2035 (the "2035 Notes") and (ii) The Republic of Ghana’s 1.5% Amortising Notes due 2037 (the "2037 Notes" and together with the 2035 Notes, the "Tap Notes"). The Tap Notes are fungible with, and form a single series with, the existing 2035 Notes and 2037 Notes issued as part of the 2024 Eurobond restructuring.
The written resolutions required to implement the Exchange received the approval of holders representing 100% of the outstanding Saderea Notes, reflecting the unanimous support of the bondholder community for the Exchange. The Exchange settled on 13th July 2026 with a value date of 10th July 2026, and all outstanding Saderea Notes have been cancelled.
Each holder of the Saderea Notes received, for each U.S.$1,000 in outstanding principal amount of Saderea Notes:
- U.S.$986 in aggregate principal amount of Step-Up Coupon Amortising Notes due 2035 (of which U.S.$3.79 in aggregate principal amount of 2035 Notes were allocated to the counsel to ad hoc committee of holders of the Saderea Notes (the "Saderea Ad Hoc Committee") to settle part of their fees; and
- U.S.$330 in aggregate principal amount of 1.5% Amortising Notes due 2037.
The total aggregate principal amount of Tap Notes delivered by Ghana as a result of the Exchange is (i) U.S.$116,124,195 of 2035 Notes and (ii) U.S.$38,865,091 of 2037 Notes.
Ghana expresses its gratitude to the members of the Saderea Ad Hoc Committee and their adviser for their constructive engagement throughout the negotiation process, and to all holders of the Saderea Notes for their unanimous support of the Exchange.
This press release does not constitute an offer of securities for sale in the United States, and the securities (if issued) will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state of the United States and they may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. This press release does not constitute an offer of securities for sale, or the solicitation of an offer to buy any securities, in any state or other jurisdiction in which any offer, solicitation or sale (if made) would be unlawful. Any person considering making an investment decision relating to any securities must inform itself independently based solely on an offering memorandum to be provided to eligible investors in the future in connection with any such securities before taking any such investment decision.
This announcement is directed only to beneficial owners of the Government’s bonds who are (A) "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act or (B) outside the United States in offshore transactions in compliance with Regulation S under the Securities Act, that may lawfully participate in the Restructuring in compliance with applicable laws of applicable jurisdictions.
No offer of any kind is being made to any beneficial owner of bonds who does not meet the above criteria or any other beneficial owner located in a jurisdiction where the offer would not be permitted by law.
Forward-Looking Statements
All statements in this press release, other than statements of historical fact, are forward-looking statements. These statements are based on expectations and assumptions on the date of this press release and are subject to numerous risks and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. Risks and uncertainties include, but are not limited to, market conditions and factors over which the Government has no control. The Government assumes no obligation to update these forward-looking statements and does not intend to do so, unless otherwise required by law.
Notice to Investors in the European Economic Area and the United Kingdom
Notice to EEA retail investors. The announcement contained in this press release is not being directed to any retail investors in the European Economic Area (“EEA”). As a result, no “offer” of new securities is being made to retail investors in the EEA.
This announcement is only directed to beneficial owners of Bonds who are within a Member State of the European Economic Area or the United Kingdom (each, a “Relevant State”) if they are “qualified investors” as defined in Regulation (EU) 2017/1129 (as amended or superseded, the “Prospectus Regulation”).
The securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in a Relevant State. For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling securities or otherwise making them available to retail investors in a Relevant State has been prepared and therefore offering or selling securities or otherwise making them available to any retail investor in a Relevant State may be unlawful under the PRIIPs Regulation. References to Regulations or Directives include, in relation to the UK, those Regulations or Directives as they form part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in UK domestic law, as appropriate.
United Kingdom. For the purposes of section 21 of the Financial Services and Markets Act 2000, to the extent that this announcement constitutes an invitation or inducement to engage in investment activity, such communication falls within Article 34 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), being a non-real time communication communicated by and relating only to controlled investments issued, or to be issued, by the Republic of Ghana.
Other than with respect to distributions by the Republic of Ghana, this announcement is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of 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 Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement 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 announcement relates is available only to relevant persons and will be engaged in only with relevant persons. END
ISSUED BY THE PUBLIC RELATIONS UNIT
MINISTRY OF FINANCE
THE NEWS EDITOR