Obligation Ghanan 10.75% ( US374422AD53 ) en USD

Ghanan

100 % ⇌

Ghana

US374422AD53 ( en USD )

10.75% par an ( paiement semestriel )

13/10/2030

Prospectus brochure de l'obligation Ghana US374422AD53 en USD 10.75%, échéance 13/10/2030

200 000 USD

1 000 000 000 USD

374422AD5

14/04/2026 ( Dans 64 jours )

Le Ghana est un pays d'Afrique de l'Ouest bordé par la Côte d'Ivoire, le Burkina Faso, le Togo et l'océan Atlantique, connu pour son histoire riche, son industrie du cacao et sa culture vibrante.

L'Obligation émise par Ghanan ( Ghana ) , en USD, avec le code ISIN US374422AD53, paye un coupon de 10.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/10/2030

THE REPUBLIC OF GHANA
US$1,000,000,000 10.750 per cent. Amortising Notes due 2030
Partially guaranteed by the
INTERNATIONAL DEVELOPMENT ASSOCIATION
Issue Price: 100.00 per cent.
The US$1,000,000,000 10.750 per cent. Amortising Notes due 2030 (the "Notes") to be issued by the Republic of Ghana (the "Issuer", the "Republic" or "Ghana") are direct,
unconditional and unsecured obligations of the Republic and will, unless previously redeemed or purchased and cancelled, be redeemed in three instalments of US$333,333,333.00
on 14 October 2028, US$333,333,333.00 on 14 October 2029 and US$333,333,334.00 on 14 October 2030 (the "Maturity Date"). The Notes will be issued on or around 14
October 2015 (the "Issue Date").
The Notes will bear interest on their outstanding principal amount from and including the Issue Date to but excluding the Maturity Date, at the rate of 10.750 per cent. per annum
payable semi-annually in arrear on 14 April and 14 October in each year, subject as provided in Condition 6.4 (Payment on Business Days). Payments on the Notes will be made
in US Dollars without deduction for or on account of taxes imposed or levied by Ghana to the extent described under "Terms and Conditions of the Notes--Taxation".
The International Development Association ("IDA" or the "Guarantor") will, pursuant to a deed of guarantee dated 14 October 2015 (the "Deed of Guarantee"), unconditionally
and irrevocably guarantee the payment of scheduled interest and principal payment amounts due under the Notes on each scheduled payment date therefor to the extent that the
aggregate of any such payment amounts remains unpaid by the Issuer on such date (the "IDA Guarantee"); provided that (a) the maximum amount payable by the Guarantor
under the IDA Guarantee in respect of all scheduled interest and/or principal amounts and all indemnity obligations due in respect of each outstanding Note shall be US$400 per
US$1,000 face amount as of the Issue Date of that Note (for each Note, the "Guarantee Limit"), and (b) the maximum amount payable in respect of a particular Scheduled
Payment Amount and any indemnity obligation due under any Note shall be the Guarantee Limit less the amount of payments previously made by the Guarantor under the
Guarantee in respect of that Note and not otherwise returned to the Guarantor in respect of that Note in accordance with Clause 2.3.2(c) of the Deed of Guarantee (the "Guarantee
Balance"). Unless otherwise terminated in accordance with the terms of the Deed of Guarantee, the IDA Guarantee shall remain in effect for so long as the Notes remain
outstanding and the Guarantee Balance remains above US$0. As of the Issue Date, the Guarantee Limit, presented on an aggregate basis in respect of Notes then outstanding, will
be US$400,000,000. See "Terms and Conditions of the Notes" and "Deed of Guarantee".
The Notes have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of
any State or other jurisdiction of the United States, and 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. For a summary of certain restrictions on resale, see "Plan of Distribution" and "Transfer
Restrictions".
The Notes will be offered and sold outside the United States in "offshore transactions" in reliance on Regulation S under the Securities Act ("Regulation S") and within
the United States to qualified institutional buyers ("QIBs") within the meaning of Rule 144A under the Securities Act ("Rule 144A"). Prospective purchasers are hereby
notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
An investment in the Notes involves a high degree of risk. Prospective investors should have regard to the factors described under the heading "Risk Factors" on page 14.
This Prospectus has been approved by the Central Bank of Ireland (the "Central Bank"), as competent authority under Directive 2003/71/ EC, as amended (including the
amendments made by Directive 2010/73/EU) (the "Prospectus Directive"). This Prospectus constitutes a prospectus for the purposes of the Prospectus Directive. The Central
Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Such approval relates only to Notes that are
to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC (the "Markets in Financial Instruments Directive") or that are to be offered to the
public in any member state of the European Economic Area ("EU Member States"). Application has been made to the Irish Stock Exchange for the Notes to be admitted to its
official list (the "Official List") and trading on its regulated market (the "Main Securities Market"). In addition, application will be made after the Issue Date to the Securities
and Exchange Commission of Ghana and the Ghana Stock Exchange for the Notes to be admitted to the main market of the Ghana Stock Exchange. Admission of the Notes to
listing on the Ghana Stock Exchange is expected to be obtained within four weeks of the Issue Date. The Notes will not, however, be traded or cleared through the Ghana Stock
Exchange.
The Notes are expected to be rated BB- by Fitch Ratings Ltd ("Fitch") and B1 by Moody's Investors Service, Inc. ("Moody's"). All references to Fitch and Moody's in this
Prospectus are to the entities as defined in this paragraph. Fitch is established in the European Union and registered under Regulation (EC) No 1060/2009 of the European
Parliament and of the Council of 16 September 2009 on credit rating agencies (the "CRA Regulation"). Moody's is not established in the European Union and has not applied for
registration under the CRA Regulation. However, Moody's Investors Service Ltd. (an entity which is established in the European Union and registered under the CRA Regulation)
has endorsed the ratings of Moody's, in accordance with the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision,
suspension or withdrawal at any time by the assigning rating organisation.
The Notes will be offered and sold in registered form in denominations of US$200,000 or any amount in excess thereof which is an integral multiple of US$1,000. Notes that are
offered and sold in reliance on Regulation S (the "Unrestricted Notes") will be represented by beneficial interests in a global Note (the "Unrestricted Global Note") in registered
form without interest coupons attached, which will be registered in the name of BT Globenet Nominees Limited, as nominee of a common depository for Euroclear Bank SA/NV
("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Notes that are offered and sold in reliance on Rule 144A (the "Restricted Notes")
will be represented by beneficial interests in one or more global Note(s) (the "Restricted Global Note" and, together with the Unrestricted Global Note, the "Global Notes") in
registered form without interest coupons attached, which will be deposited on or about the Issue Date with Deutsche Bank Trust Company Americas, as custodian (the
"Custodian") for, and registered in the name of Cede & Co. as nominee for, The Depository Trust Company ("DTC"). Interests in the Restricted Global Note will be subject to
certain restrictions on transfer. Beneficial interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC,
Euroclear and Clearstream, Luxembourg and their participants. Except as described herein, certificates will not be issued in exchange for beneficial interests in the Global Notes.
Joint Lead Managers
Barclays
Deutsche Bank
Standard Chartered Bank
Co-Managers
EDC Stockbrokers Limited, Member of Ecobank
Capital
Strategic African Securities Limited
Dated 9 October 2015

RESPONSIBILITY STATEMENT
The Republic accepts responsibility for the information contained in this Prospectus and declares that, having taken all reasonable care to ensure
that such is the case, the information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and contains no
omission likely to affect its import.
To the best of the knowledge and belief of the Republic, the information contained in this Prospectus is true and accurate in every material
respect and is not misleading in any material respect, and this Prospectus, insofar as it concerns such matters, does not omit to state any material
fact necessary to make such information not misleading. The opinions, assumptions, intentions, projections and forecasts expressed in this
Prospectus with regard to the Republic are honestly held by the Republic, have been reached after considering all relevant circumstances and are
based on reasonable assumptions.
IDA accepts responsibility for the information contained or referred to in this Prospectus relating to IDA and to the IDA Guarantee. Having
taken all reasonable care to ensure that such is the case, the information contained or referred to in this Prospectus relating to IDA and to the IDA
Guarantee is, to the best of IDA's knowledge, in accordance with the facts and contains no omission likely to affect its import. IDA has made no
investigation concerning any other information contained in this Prospectus and makes no representations, warranties or assurances of any nature
as to the accuracy, completeness or sufficiency of that information and assumes no responsibility with respect to that information.
IMPORTANT NOTICE
No person has been authorised to give any information or to make any representation other than those contained in this Prospectus in connection
with the offering of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the
Republic or the managers listed in the section entitled "Plan of Distribution" (the "Managers"). Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the
affairs of the Republic since the date hereof. This Prospectus may only be used for the purpose for which it has been published.
This Prospectus does not constitute an offer of, or an invitation by, or on behalf of, the Republic or the Managers to subscribe for, or
purchase, any of the Notes in any jurisdiction in which such offer or invitation is unlawful. This Prospectus does not constitute an offer,
and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such
an offer or solicitation is not authorised or is unlawful. The distribution of this Prospectus and the offering, sale and delivery of the
Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the
Republic and the Managers to inform themselves about and to observe any such restrictions.
This Prospectus is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the
Republic or the Managers that any recipient of this Prospectus should purchase any of the Notes. Each investor contemplating purchasing Notes
should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the
Republic.
The Managers have not separately verified the information contained in this Prospectus. Accordingly no representation, warranty or undertaking,
express or implied, is made and no responsibility or liability is accepted by the Managers or any of them as to the accuracy or completeness of the
information contained in this Prospectus or any other information provided by the Republic in connection with the Notes or their distribution.
For a description of certain restrictions on offers, sales and deliveries of the Notes, see "Plan of Distribution".
The Republic of Ghana is a foreign sovereign state. Consequently, it may be difficult for investors to obtain or realise upon certain judgments.
See "Risk Factors--The Republic of Ghana is a foreign sovereign state and it may be difficult for investors to obtain or realise upon judgments of
courts in England or the United States against the Republic".
The Notes have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission in the
United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of
the Notes or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States.
IN CONNECTION WITH THE ISSUE OF THE NOTES, BARCLAYS BANK PLC AS STABILISING MANAGER (THE "STABILISING
MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) MAY OVERALLOT NOTES OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT
WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER (OR
PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY
STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS
OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN
THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF
THE NOTES. ANY STABILISATION ACTION OR OVER ALLOTMENT SHALL BE CONDUCTED BY THE STABILISING MANAGER
(OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND
RULES.
This Prospectus may not be copied or reproduced in whole or in part nor may it be distributed or any of its contents disclosed to anyone other
than the prospective investors to whom it is originally submitted.
Each purchaser or holder of interests in the Notes will be deemed, by its acceptance or purchase of any such Notes, to have made certain
representations and agreements as set out in "Transfer Restrictions".
Notwithstanding anything herein to the contrary, from the commencement of discussions with respect to the transaction contemplated by this
Prospectus, all persons may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction
i

described herein and all materials of any kind (including opinions and other tax analyses) that are provided to such persons relating to such tax
treatment and tax structure, except to the extent that any such disclosure could reasonably be expected to cause this transaction not to be in
compliance with securities laws. For the purposes of this paragraph, the tax treatment of this transaction is the purported or claimed US federal
income tax treatment of this transaction and the tax structure of this transaction is any fact that may be relevant to understanding the purported or
claimed US federal income tax treatment of this transaction.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN
FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A
FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE
AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN
ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE
PROVISIONS OF THIS PARAGRAPH.
.
ii

PRESENTATION OF ECONOMIC AND OTHER INFORMATION
Annual information presented in this Prospectus is based upon the calendar year (which is the fiscal year for the
Republic), unless otherwise indicated. Certain figures included in this Prospectus have been subject to rounding adjustments;
accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in
certain tables may not be the sum of the figures which precede them. Statistical information reported herein has been derived
from official publications of, and information supplied by, a number of agencies and ministries of the Republic, including the
Ministry of Finance, the Bank of Ghana (the "BOG" or the "Bank"), Ghana Statistical Services, the National Development
Planning Commission (the "NDPC") and Ghana Investment Promotion Centre. Some statistical information has also been
derived from information publicly made available by third parties such as the International Monetary Fund (the "IMF") and the
World Bank (the "World Bank"). Where such third party information has been so sourced, the source is stated where it appears
in this Prospectus. The Republic confirms that it has accurately reproduced such information and that, so far as it is aware and is
able to ascertain from information published by third parties, it has omitted no facts which would render the reproduced
information inaccurate or misleading.
Similar statistics may be obtainable from other sources, but the date of publication, underlying assumptions,
methodology and, consequently, the resulting data may vary from source to source. In addition, statistics and data published by
one ministry or agency may differ from similar statistics and data produced by other agencies or ministries due to differing
underlying assumptions, methodology or timing of when such data are reproduced. Certain historical statistical information
contained herein is provisional or otherwise based on estimates that the Republic and/or its agencies believe to be based on
reasonable assumptions. The Republic's official financial and economic statistics are subject to internal review as part of a
regular confirmation process. Accordingly, the financial and economic information set out in this Prospectus may be
subsequently adjusted or revised. While the Republic does not expect such revisions to be material, no assurance can be given
that material changes will not be made.
All references in this document to "Ghana Cedi", "Cedi" and "GHS" are to the currency of the Republic of Ghana; to
"US Dollars", "US$" and "$" are to the currency of the United States of America; to "Euro" are to the currency introduced at the
start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community,
as amended by the Treaty of European Union; and to "Ghanaian Authorities" are to the Ghanaian Ministry of Finance, the Bank
of Ghana and the Ghanaian Statistical Service. For ease of information, certain financial information relating to the Republic of
Ghana included herein is presented as translated into US Dollars at the US Dollar/Ghana Cedi rates of exchange which the
Republic deems appropriate. Unless otherwise specified, such rates were applicable as of the end of such specified period(s). To
the extent that the Republic has calculated US Dollar values, as well as ratios and percentages derived from these values, using
period-end Cedi/US Dollar exchange rates rather than average exchange rates, these calculations will have resulted in different
US Dollar values than if it had used average exchange rates. Such translations should not be construed as a representation that
the amounts in question have been, could have been or could be converted into US Dollars at that or any other rate. References
to "SDR" are to the Special Drawing Right, a unit of account having the meaning ascribed to it from time to time by the Rules
and Regulations of the IMF. References in this document to "billions" are to thousands of millions. References to "Ghana" or
the "Republic" are to the Republic of Ghana and to the "government" are to the government of Ghana.
Certain figures included in this Prospectus differ from previously published figures for a number of reasons, including
continuing implementation of a debt management system and ongoing statistical revisions. Also, certain monetary amounts
included in this Prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may
not be an exact arithmetic aggregation of the figures that precede them.
FORWARD-LOOKING STATEMENTS
This Prospectus includes forward-looking statements, which involve risks and uncertainties. These forward-looking
statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative, or other variations or comparable
terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of
places throughout this Prospectus and include statements regarding the government's intentions, beliefs or current expectations
concerning, among other things, the general political and economic conditions in the Republic of Ghana. All forward-looking
statements are based upon information available to the Republic on the date of this Prospectus, and the Republic undertakes no
obligation to update any of these in light of new information or future events. The Republic derives many of its forward-looking
iii

statements from its budgets and forecasts, which are based upon many detailed assumptions. While the Republic believes that its
assumptions are reasonable, it cautions that it is very difficult to predict the impact of known factors, and, of course, it is
impossible to anticipate all factors that could affect the Republic's general political and economic conditions. These factors
include, but are not limited to:
External factors, such as:

the impact of changes in international oil prices;

the impact of decreases or fluctuation in oil production;

the impact of changes in other international commodity prices including cocoa and gold;

interest rates in financial markets outside Ghana;

the impact of changes in the credit rating of Ghana;

economic conditions in Ghana's major export markets;

the impact of possible future regional instability;

changes in the amount of remittances from non-residents; and

the decisions of international financial institutions and donor countries regarding the amount and terms of their
financial assistance to Ghana; as well as
Internal factors, such as:

general economic, political and business conditions in Ghana;

present and future exchange rates of the Ghanaian currency;

the levels of foreign currency reserves;

the ability of Ghana to implement important economic reforms, including implementation of the economic
programme with the IMF;

the level of domestic and external debt;

the levels of domestic interest rates;

domestic inflation;

the impact of possible future social and political unrest;

the impact of natural disasters, health epidemics and agricultural blights;

the ability of Ghana to upgrade its infrastructure; and

the levels of foreign direct and portfolio investment.
iv

ENFORCEMENT OF CIVIL LIABILITIES
The Republic of Ghana
The Republic of Ghana is a foreign sovereign state. Consequently, it may be difficult for investors to obtain or realise
upon judgments of courts in England or the United States against the Republic. The Republic has submitted to the jurisdiction of
the courts of England and waived any immunity from the jurisdiction (including sovereign immunity) of such courts and any
objection to venue, in connection with any action arising out of or based upon the Notes brought by any holder of Notes.
Investors may effect service of process within the United Kingdom upon the Republic through its High Commissioner in London.
The Republic has not, however, waived immunity from execution or attachment in respect of certain of its assets. See "Terms
and Conditions of the Notes--Governing Law and Submission to Jurisdiction--Consent to Enforcement and Waiver of
Immunity".
The Republic's waiver of immunity is, however, limited. Such a waiver constitutes only a limited and specific waiver
for the purposes of the Notes, and under no circumstances shall it be interpreted as a general waiver by the Republic or a waiver
with respect to proceedings unrelated to the Notes.
The enforceability in Ghana of final judgments of English courts is subject to the rules governing enforcement in
Ghana of civil judgments of foreign courts specified in the Courts Act, 1993 ("Act 459") and the Foreign Judgments and
Maintenance Orders (Reciprocal Enforcement) Instrument, 1993 ("L.I. 1575"). In accordance with Act 459 and L.I. 1575, the
courts of Ghana would recognise and enforce a judgment obtained in the following courts of the United Kingdom, which are duly
registered with the High Court of Ghana: the High Court of England, the High Court of Northern Ireland and the Court of Session
in Scotland.
The courts of Ghana would recognise and enforce a judgment obtained in named courts of certain specified countries
including, inter alia, the following countries and named courts, which are duly registered with the High Court of Ghana: in
France, the Cours De Cassation and the Cours D'Appel; in Italy, the Corte D'Appello and the Corte Di Cassazione; and in Spain,
the Tribunal Supreme, the Audiencia Territorial, the Juez de Primera and the Instencia.
Judgments of the courts to which an appeal lies from these courts may also be enforced by registration in Ghana.
To be capable of enforcement by registration, the foreign judgment:
(a)
must be final and conclusive between the parties; and
(b)
there must be payable under it a sum of money, not being a sum payable in respect of taxes or other charges
of a similar nature or in respect of a fine or other penalty; and
(c)
must have been given after the coming into operation of the order directing that judgments from that country
may be enforced by registration.
In respect of the aforementioned provisions, a judgment is deemed to be final and conclusive even though an appeal
may be pending against it or that it may still be subject to appeal in the original court.
The courts of Ghana would not recognise or enforce a judgment obtained from a court in other jurisdictions, including
the United States, unless new proceedings are instituted in Ghana, and the merits of the judgment are re-examined.
Ghanaian courts may enter and enforce judgments in Ghana Cedi or in foreign currency. Choice of law clauses made
by parties to a transaction are recognised under Act 459; however, under the Evidence Decree, 1975, NRCD 323, (the "Evidence
Decree"), foreign law is presumed to be the same as Ghana law. Consequently, the party alleging the difference between Ghana
law and the foreign law has the burden of rebutting the presumption. In original actions brought before Ghanaian courts, there is
doubt as to the enforceability of liabilities based on the US federal securities laws. US federal securities laws must be
specifically pleaded as the governing law in proceedings before a Ghanaian court.
The International Development Association
The Guarantor is an international organisation established by its Articles of Agreement dated 24 September 1960 (the
"Articles"). As an international organisation, the Guarantor is not incorporated under the laws of any state, and it is a creature of,
and subject to, public international law. The Articles provide that the Guarantor has full jurisdictional personality and capacity to
enter into contracts, acquire and dispose of property and to institute legal proceedings. The Articles further provide that actions
v

may be brought against the Guarantor only in a court of competent jurisdiction in the territories of a member in which the
Guarantor has an office, has appointed an agent for accepting service or notice of process or has issued or guaranteed securities.
The United Kingdom has been a member of the Guarantor since its establishment and, pursuant to the International
Development Association Act 1960, has adopted the International Development Association Order 1960 which confers upon the
Guarantor separate legal personality, including its ability to sue and be sued before English courts.
The Deed of Guarantee is governed by the laws of England, and the Guarantor has submitted to the exclusive
jurisdiction of the courts of England and waived any objection to venue, in connection with any action arising out of or based
upon the Deed of Guarantee brought by any holder of Notes. Holders of Notes ("Noteholders") are similarly confined to the
exclusive jurisdiction of English courts in connection with any action arising out or based upon the Deed of Guarantee and will
not be able to elect a different venue to bring such action.
The Guarantor enjoys certain privileges and immunities under its Articles and has not waived any of its immunities
under the Deed of Guarantee. Some of these immunities include certain immunities with respect to the Guarantor's property and
assets, its officers and directors and tax immunities with respect to securities issued or guaranteed by the Guarantor. For further
information on the Guarantor's privileges and immunities see "The International Development Association-- Legal Status;
Privileges and Immunities; Legal and Arbitration Proceedings-- Privileges and Immunities".
vi

EXCHANGE RATES
The currency of Ghana is the Cedi. The following table sets forth information on the weighted average transaction
exchange rates between the Cedi and the US Dollar for each of the periods specified.
Average
High
Low
Period End
(GHS:US$1.00)
2010 ..................................................................
1.43
1.47
1.42
1.47
2011 ..................................................................
1.51
1.55
1.49
1.55
2012 ..................................................................
1.81
1.89
1.65
1.88
2013 ..................................................................
1.96
2.20
1.88
2.20
2014 ..................................................................
2.94
3.20
2.39
3.20
2015 (through 7 October) .................................
3.69
4.34
3.20
3.74
________________
Source: BOG
As at 8 October 2015, the US Dollar to Ghana Cedi exchange rate was GHS3.75: US$1.00.
vii

TABLE OF CONTENTS
Presentation of Economic and Other Information............................................................................................................................iii
Forward-Looking Statements...........................................................................................................................................................iii
Enforcement of Civil Liabilities ....................................................................................................................................................... v
Exchange Rates............................................................................................................................................................................... vii
Overview .......................................................................................................................................................................................... 1
Risk Factors .................................................................................................................................................................................... 14
Use of Proceeds .............................................................................................................................................................................. 29
The Republic of Ghana ................................................................................................................................................................... 30
The Economy.................................................................................................................................................................................. 38
Balance of Payments and Foreign Trade ........................................................................................................................................ 66
Monetary and Financial System...................................................................................................................................................... 72
Public Finance ................................................................................................................................................................................ 84
Public Debt ..................................................................................................................................................................................... 95
Terms and Conditions of the Notes............................................................................................................................................... 111
Deed of Guarantee ........................................................................................................................................................................ 130
Summary of Indemnity Agreement............................................................................................................................................... 138
The Global Notes.......................................................................................................................................................................... 139
Clearing and Settlement Arrangements ........................................................................................................................................ 141
The International Development Association................................................................................................................................. 145
Transfer Restrictions..................................................................................................................................................................... 153
Taxation ........................................................................................................................................................................................ 156
Plan of Distribution....................................................................................................................................................................... 161
General Information...................................................................................................................................................................... 163

Overview
This Overview must be read as an introduction to this Prospectus. Any decision to invest in the Notes should be based
on a consideration of this Prospectus as a whole. This Overview does not purport to be complete and is qualified in its entirety
by the more detailed information elsewhere in the Prospectus. Prospective investors should also carefully consider the
information set forth in the "Risk Factors" below prior to making an investment decision. Capitalised terms not otherwise
defined in this Overview have the same meaning as elsewhere in this Prospectus. See "The Republic of Ghana" and "The
Economy", amongst others, for a more detailed description of the Issuer. References in this Overview to a "Condition" are to
the numbered condition corresponding thereto set out in the Terms and Conditions of the Notes.
The Republic of Ghana
General
The Republic of Ghana lies in West Africa, on the Gulf of Guinea, and is bordered by Côte D'Ivoire to the west, Togo
to the east, and Burkina Faso to the north. Ghana has an estimated population of over 27 million, with over 50 per cent. of the
population living in urban areas. The greater metropolitan area of Accra, the capital of Ghana and its largest city, has an
estimated population of over 3.5 million.
After a prolonged period of instability, Ghana has become one of the more stable democracies in Africa, with
democratically elected governments since 1992. The government held its most recent presidential and parliamentary elections on
7 December 2012, which resulted in the election of incumbent President John Dramani Mahama of the National Democratic
Congress (the "NDC"). The next presidential and parliamentary elections are scheduled to be held in December 2016. On 6
March 2015, Ghana commemorated the 58th anniversary of its independence from British colonial rule.
Economy and Fiscal Consolidation
Ghana's overall economic growth and relatively stable macroeconomic environment facilitated its upgrade to a lower
middle-income economy in late 2010, and the economy has expanded in key sectors, including oil production. Although the
Ghanaian economy is currently in its fourteenth consecutive year of growth, it has recently faced a number of serious economic
challenges as it seeks to consolidate its transition to a lower middle-income country, such as significant depreciation of the Cedi,
high fiscal and current account deficits, rising inflation, ongoing power shortages and declining prices of its key exports, oil and
gold. In particular, important economic indicators have declined:

Gross Domestic Product. Real gross domestic product ("GDP") grew by 4.0 per cent. in 2014, compared to 7.3
per cent. in 2013 and 9.3 per cent. in 2012. The slowdown in the GDP growth rate resulted from disruptions to
energy supplies, higher interest rates and falling commodity prices world-wide, and also reflects rising input costs
from the depreciation of the Cedi, which partly contributed to a contraction of the industry sector and a significant
slowdown of the services sector. Historically, Ghana's economy has relied heavily on gold production and
agriculture, in particular the production of cocoa, as the primary drivers of GDP growth. Since the Republic
began producing oil in 2010, oil has become an additional driver of GDP growth. In the first quarter of 2015, real
GDP grew by 4.1 per cent., compared to a decline of 3.8 per cent. during the same period in 2014.

Inflation. The Consumer Price Index ("CPI") decreased from a high of 18.1 per cent. in 2008 to a low of 8.6 per
cent. in 2011 and increased to 17.0 per cent. in 2014. Inflation declined to 16.4 per cent. in January 2015,
however, it has been rising steadily to 17.1 per cent. in June 2015, primarily due to increased transportation and
utilities costs and the depreciation of the Cedi.

Interest Rates. The BOG increased its policy interest rate from 12.5 per cent. in December 2011 to 21.0 per cent.
in November 2014. In May 2015, the BOG further increased its policy interest rate to 22.0 per cent. in an effort to
reduce volatility in the domestic currency exchange market and to meet the target inflation rate. In addition, in
August 2015, the BOG merged policy rate with the BOG lending rate, which resulted in a policy rate of 24 per
cent.

Exchange Rate. Between 2009 until 2012, the Cedi maintained relative stability against the major international
currencies. However, the Cedi depreciated sharply beginning in 2012 due to a high demand for foreign reserves.
In 2013, the Cedi cumulatively depreciated by 16.85 per cent., 20.05 per cent. and 14.51 per cent. against the
British Pound, the Euro and the US Dollar, respectively. In 2014, the Cedi cumulatively depreciated by 26.26 per
cent., 20.48 per cent., and 31.25 per cent. against the British Pound, the Euro and the US Dollar, respectively.
Between January 2015 and June 2015, the Cedi cumulatively depreciated by 27.05 per cent., 20.00 per cent. and
26.27 per cent. against the British Pound, the Euro and the US Dollar, respectively. The Cedi continues to