Obligation Ghanan 7.875% ( XS0956935398 ) en USD

Ghanan

100 % ▲

Ghana

XS0956935398 ( en USD )

7.875% par an ( paiement semestriel )

06/08/2023 - Obligation échue

Prospectus brochure de l'obligation Ghana XS0956935398 en USD 7.875%, échue

200 000 USD

1 000 000 000 USD

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 XS0956935398, paye un coupon de 7.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/08/2023

THE REPUBLIC OF GHANA
US$1,000,000,000 7.875 per cent. Notes due 2023
Issue Price: 99.151 per cent.
The US$1,000,000,000 7.875 per cent. Notes due 2023 (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. The Notes comprise (a) US$750,000,000 in aggregate nominal amount of Notes (the
"Offered Notes") to be issued by the Republic and subscribed for cash and (b) US$250,000,000 in aggregate nominal amount of Notes (the "Exchange
Notes") to be issued by the Republic pursuant to the Exchange Offer (as defined in "Exchange Offer" below). The Offered Notes and the Exchange Notes
will be issued on or around 7 August 2013 (the "Closing Date") and comprise a single series of Notes.
The Notes will bear interest from (and including) 7 August 2013 at the rate of 7.875 per cent. per annum payable semi-annually in arrear on 7 February and
7 August, each year commencing on 7 February 2014. The Notes will mature on 7 August 2023 (the "Maturity Date"). 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 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 or to, or for
the account or benefit of, any US Person (as defined in Regulation S under the Securities Act ("Regulation S")) 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 to non-US persons in reliance on Regulation S under the Securities Act 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 9.
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 the regulated market of the Irish Stock Exchange (the
"Main Securities Market") or on another 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 the Main Securities Market. In
addition, application will be made after the Closing 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 Closing Date. The Notes will not, however, be traded or cleared through the Ghana Stock Exchange.
The Notes are expected to be rated B+ (negative) by Fitch Ratings Ltd ("Fitch"), B (stable) by Standard & Poor's Credit Market Services Europe Limited
("Standard & Poor's") and B1 (stable) by Moody's Investors Service, Inc. ("Moody's"). All references to Fitch, Standard & Poor's and Moody's in this
Prospectus are to the entities as defined in this paragraph. Each of Fitch and Standard & Poor's 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. 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 Citivic Nominees Limited,
as nominee for, and will be deposited on or about the Closing Date with, Citibank, N.A., London, as common depositary for, and in respect of interests held
through, 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 a global Note (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 Closing Date with Citibank, N.A., London, 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

Citigroup

Co-Managers

EDC, Member of the Ecobank Group

Strategic African Securities Limited

Dated 6 August 2013

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.
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
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.

i

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"), 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 government 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 is 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 deemed
appropriate by the Bank of Ghana. Unless otherwise specified, such rates were applicable as of the end of such specified
period(s). 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. On 1 July 2007, the Cedi was redenominated by the BOG, converting
10,000 Cedi to one new Ghana Cedi. The redenominated currency is known as the Ghana Cedi ("GHS"). See "Monetary and
Financial System--Foreign Exchange Rates and International Reserves". All Ghana Cedi amounts shown in this Prospectus are
shown in the redenominated Ghana Cedi.
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

iii

obligation to update any of these in light of new information or future events. The Republic derives many of its forward-looking
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 actual results. These factors include, but are not limited to:
External factors, such as:
the impact of changes in international oil prices;
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 impact of possible future social and political unrest;
the impact of natural disasters, health epidemics and agricultural blights;
the level of domestic and external debt;
domestic inflation;
the ability of Ghana to implement important economic reforms;
the ability of Ghana to upgrade its infrastructure;
the levels of foreign direct and portfolio investment; and
the levels of domestic interest rates in Ghana.

iv

ENFORCEMENT OF CIVIL LIABILITIES
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 the following countries and named courts,
which are duly registered with the High Court of Ghana: in France, the Cours De Cessation and the Cours D'Appel; in Italy, the
Corte D'Appello and the Corte D' Cessazione; 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 Unites 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.

v

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)
2008 ..................................................................
1.07
1.21
0.98
1.22
2009 ..................................................................
1.42
1.49
1.28
1.43
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 (through 29 July) ......................................
1.95
1.99
1.88
1.99
__________
Source: BOG
As at 29 July 2013, the US Dollar to Ghana Cedi exchange rate was GHS1.99: US$1.00.

vi

TABLE OF CONTENTS
Presentation of Economic and Other Information ............................................................................................................................ iii
Forward-Looking Statements ........................................................................................................................................................... iii
Enforcement of Civil Liabilities ....................................................................................................................................................... v
Exchange Rates ................................................................................................................................................................................ vi
Overview .......................................................................................................................................................................................... 1
Risk Factors ...................................................................................................................................................................................... 9
Use of Proceeds .............................................................................................................................................................................. 19
The Republic of Ghana ................................................................................................................................................................... 20
The Economy .................................................................................................................................................................................. 27
Balance of Payments and Foreign Trade ........................................................................................................................................ 48
Monetary and Financial System ...................................................................................................................................................... 54
Public Finance ................................................................................................................................................................................ 64
Public Debt ..................................................................................................................................................................................... 71
Terms and Conditions of the Notes ................................................................................................................................................. 79
The Global Notes ............................................................................................................................................................................ 89
Clearing and Settlement Arrangements .......................................................................................................................................... 91
Transfer Restrictions ....................................................................................................................................................................... 95
Taxation .......................................................................................................................................................................................... 98
Exchange Offer ............................................................................................................................................................................. 103
Plan of Distribution ....................................................................................................................................................................... 104
General Information ...................................................................................................................................................................... 108

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. The population of Ghana is approximately 25 million, with approximately 50.9 per
cent. of the population living in urban areas. The metropolitan area of Accra, the capital of Ghana and its largest city, has an
estimated population of over 1.8 million.
After a prolonged period of instability, Ghana has recently been 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 2013, Ghana commemorated the 56th anniversary of its independence from British colonial rule.
Economy
The Ghanaian economy is in its twelfth consecutive year of expansion, combining improvements in macroeconomic
management and strong export growth, notwithstanding ongoing power shortages and high global oil prices. Ghana's overall
economic growth and relatively stable macroeconomic environment facilitated its upgrade to a lower middle-income economy in
late 2010. The economy continues to expand in key sectors, including oil production in commercial quantities, high commodity
prices including cocoa, gold and oil, increased exports volumes and steady remittance flows. Important economic indicators
reveal an overall increase in macroeconomic stability:

Gross Domestic Product. Real gross domestic product ("GDP") grew by 7.9 per cent. in 2012, compared to 15
per cent. in 2011 and 8 per cent. in 2010. The decrease has mainly been driven by the fact that the 2011 GDP
reflected revenues from oil production, and also reflects a rising deficit due to an increase in public sector wages
and costly energy subsidies. 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.

Inflation. The Consumer Price Index ("CPI") declined from 12.7 per cent. in December 2007 to a low of 8.6 per
cent. in 2011. Increased global oil prices in 2012 pushed the CPI up to 9.4 per cent. in June 2012. Since then,
the upward inflationary trend has continued, with the CPI increasing to 11.4 per cent. in June 2013.

Interest Rates. The BOG increased its prime interest rate, from 15 per cent. in July 2012 to 16 per cent. on 22
May 2013. The relatively stable real interest rates have allowed for the increased provision of financial services
and private sector credit has risen from 21 per cent. of GDP in 2007 to 23.2 per cent. of GDP in 2012.

Exchange Rate. Since 2009, the Cedi has maintained relative stability against the major international currencies,
although the Cedi depreciated sharply in 2012 due to a high demand for foreign reserves. Between January 2013
and June 2013, the Cedi cumulatively depreciated by 1.1 per cent. against the British Pound, 6.6 per cent. against
the Euro and 3.4 per cent. against the US Dollar. The depreciation against the British pound and the Euro was
driven in large part by the weakness of the US Dollar. Based on an IMF study titled "Estimation of a
Behavioural Equilibrium Exchange Rate Model for Ghana", developments in the real exchange rate indicate that
the country has maintained its export competitiveness.

Gross International Reserves. Between 2008 and 2012, gross international reserves increased significantly, from
US$2 billion at the end of 2008 to over US$5.3 billion at the end of 2012. The increase is attributable primarily
to increased export earnings, receipts of foreign aid, increased foreign direct investments and debt relief.

1

Fiscal Deficit. The overall fiscal deficit amounted to 6.6 per cent. of GDP in 2008, 5.8 per cent. at the end of
2009, 6.5 per cent. at the end of 2010 and was reduced to 4 per cent. at the end of 2011. However, the fiscal
deficit increased to 11.8 per cent. at December 2012 due to shortfall in grant disbursement, unanticipated higher
spending on wages resulting from the implementation of a new salary structure, higher interest cost and increased
subsidies as a result of the challenges stemming from the rupture of the West African Gas Pipeline (the
"WAGP").

Domestic Debt. Domestic debt as a percentage of GDP increased from 13.38 per cent. at December 2008 to
14.67 per cent. at December 2012.
Ghana obtained its first sovereign rating of B with a positive outlook from Fitch and B from Standard & Poor's in late
2003. Fitch affirmed Ghana's B+ with a stable outlook in 2012, while Standard & Poor's rated Ghana B with a stable outlook in
its 2012 annual reviews. Fitch downgraded Ghana's rating to B+ with a negative outlook in February 2013. Moody's rated
Ghana B1 with a stable outlook. 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 agency.
Reforms
The government has adopted a policy emphasising the private sector. The goal is for the state to focus on creating an
environment conducive to increased private sector activity, and developing the social and other supportive infrastructure to
promote income generation and poverty reduction. In 2010, the government published the Ghana Shared Growth and
Development Agenda ("GSGDA"), a medium-term framework focused on accelerated employment creation and income
generation for poverty reduction and shared growth. The GSGDA focuses on seven themes: ensuring and sustaining
macroeconomic stability, enhanced competitiveness of Ghana's private sector, accelerated agricultural modernisation and natural
resource management, oil and gas development, infrastructure, energy and human settlements development, human development,
employment and productivity and transparent and accountable governance. The GSGDA provides strategies for accomplishing
the aforementioned objectives, each of which supports the goal of achieving sustaining economic stability while placing the
economy on a path of higher growth. Specifically, the GSGDA aims to attain a per capita income of at least US$3,000 by 2020,
while also achieving the Millennium Development Goals ("MDGs"). In connection with the GSGDA, Ghana initiated a
comprehensive programme that supports the goal of reducing poverty and accelerating economic growth through improvements
in infrastructure and productivity. The term of the GSGDA is set to end at the end of 2013, at which point the government plans
to implement a successor development programme.
As of 31 December 2012, the divestiture of 153 state-owned enterprises ("SOEs") (or parts of SOEs) had been
approved under the government's privatisation programme, and 140 divestures had been completed. In recent years these
privatisations have decreased, primarily because the few SOEs that remain to be privatised would require extensive preparation
involving major restructuring and in some cases redefinitions of mandates. Government policy is to divest the remaining SOEs
when there is no longer a public policy need for the government to be a shareholder. A programme of structural and policy
reforms in the financial sector has also been implemented aimed at positioning the sector for accelerated growth. The reforms
have allowed for the entry of new private sector banks, which has helped to increase competition in the sector.
Some of the other most critical structural reforms the government continues to pursue include (i) comprehensive
reforms of Ghanaian tax legislation with a view to broadening the tax base by bringing a substantial portion of the shadow
economy into the reporting economy, (ii) reform of the energy, mining and agriculture sectors, (iii) reform of social benefits and
pensions and (iv) addressing infrastructure bottlenecks to promote growth.
Summary of Risk Factors Relating to the Republic and the Notes
An investment in the Notes involves significant risks, including:

an investment in a developing country such as Ghana is subject to substantially greater risks than an investment
in a more developed country;

the Notes may be negatively affected by events in other emerging markets, including those in sub-Saharan
Africa;

power shortages continue to negatively impact economic growth;

if Ghana is not able to invest significantly in its infrastructure, its economic growth targets may not be
achievable;

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