IMPORTANT NOTICE

 

THIS INVITATION TO EXCHANGE (AS DEFINED) IS AVAILABLE ONLY TO REGISTERED HOLDERS OF ELIGIBLE BILLS (AS DEFINED BELOW) (“ELIGIBLE HOLDERS”).

 

THIS IS AN INVITATION TO EXCHANGE SHORT-TERM MATURITY BILLS FOR LONGER-TERM BONDS WITH A LONGER-TERM PRINCIPAL MATURITY DATE. AS SUCH, AN INVESTMENT IN THE NEW BONDS CONTAINS DIFFERENT RISKS THAN IN AN INVESTMENT IN THE ELIGIBLE BILLS.  PLEASE READ THIS EXCHANGE MEMORANDUM CAREFULLY BEFORE SUBMITTING AN OFFER.

 

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the document following this page. You are advised to read this disclaimer carefully before accessing, reading or making any other use of the document. In accessing the document, you agree to be bound by the following terms and conditions, including any modifications to them, any time you receive any information from the COCOBOD (as defined) or Morrow Sodali Limited as Information and Coordination Agent, as a result of such access.

 

Nothing in this document constitutes an offer of securities for sale in any other jurisdiction apart from Ghana. Any securities to be offered or sold have not been, and will not be, registered under the securities laws of any state or other jurisdiction.

 

You are not authorised to, and may not, forward or deliver the document, electronically or otherwise, to any other person or reproduce such document in any manner whatsoever. Any forwarding, distribution or reproduction of the document in whole or in part is unauthorised. If you have gained access to this transmission contrary to any of the foregoing restrictions, you are not authorised to access the document.

 

This Exchange Memorandum has been reviewed and approved by the Ghana SEC (as defined below) in accordance with section 3(1)(k) of the Ghana Securities Industry Act (as defined) and regulation 51(3) of the Securities and Exchange Commission Regulations (as defined). In its review, the Ghana SEC examined the contents of this Exchange Memorandum to ensure that adequate disclosures have been made. To ascertain the financial soundness or value of the New Bonds, Eligible Holders are advised to consult a dealer, investment adviser or other professional for appropriate advice.

 

Provisional approval has been obtained from the Ghana Stock Exchange (as defined below) for permission to admit and trade the New Bonds on the Ghana Fixed Income Market of the Ghana Stock Exchange. Such approval is granted subject to COCOBOD fulfilling all listing requirements.

 

Neither the Ghana SEC nor the Ghana Stock Exchange assumes responsibility for the correctness of any statements made or opinions expressed in this Exchange Memorandum. Neither the Ghana SEC nor the Ghana Stock Exchange has verified the accuracy and truth of the contents of this Exchange Memorandum nor any other documents submitted to it, and neither the Ghana SEC nor the Ghana Stock Exchange will be liable for any claim of any kind whatsoever.

 

Confirmation of your representation: In order to be able to view the document or make an investment decision with respect to the Invitation to Exchange described therein, investors must be an Eligible Holder. The document is being sent at your request and you shall be deemed to have represented to the Ghana COCOBOD that (1) you and any customers you represent are Eligible Holders and (2) you consent to delivery of the document and any amendments or supplements thereto by electronic or other transmission.

 

You are reminded that the document has been delivered to you on the basis that you are a person into whose possession the document may be lawfully delivered and you may not nor are you authorised to deliver the document, electronically or otherwise, to any other person. If you receive the document by e–mail, you should not reply by e–mail to this announcement. Any reply e–mail communications, including those you generate by using the “Reply” function on your e–mail software, will be ignored or rejected. If you receive the document by e–mail, your use of the e–mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.