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THE REPUBLIC of GHANA Global Medium Term Note Programme

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THE REPUBLIC of GHANA Global Medium Term Note Programme THE REPUBLIC OF GHANA Global Medium Term Note Programme Under this Global Medium Term Note Programme (the “Programme”), the Republic of Ghana (the “Issuer”) may from time to time issue notes (the “Notes”) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). Notes may be issued in bearer or registered form (respectively “Bearer Notes” and “Registered Notes”). The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview of the Programme” and any additional Dealer appointed under the Programme from time to time by the Issuer (each a “Dealer” and together the “Dealers”), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the “relevant Dealer” shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors”. This Base Prospectus has been approved as a base prospectus by the Financial Conduct Authority (the "FCA") as competent authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The FCA only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the FCA should not be considered as an endorsement of the Issuer or of the quality of the Notes that are the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of the Notes. Application has been made to the FCA for Notes issued under the Programme during the period of twelve (12) months from the date of this Base Prospectus to be admitted to the official list of the FCA (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Notes to be admitted to trading on the London Stock Exchange’s regulated market. References in this Base Prospectus to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to trading on the London Stock Exchange’s regulated market and have been admitted to the Official List. The London Stock Exchange’s regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU) (as amended, “MiFID II”). This Base Prospectus is valid for 12 months from its date in relation to Notes which are to be admitted to trading on a regulated market in the European Economic Area (“EEA”) and/or the United Kingdom and/or offered to the public in the EEA and/ or the United Kingdom and/or offered to the public other than in circumstances where an exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation. The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes which are to be admitted to trading on a regulated market in the EEA and/ or the United Kingdom and/or offered to the public in the EEA and/ or the United Kingdom other than in circumstances where an exemption is available under Article 1(4) and/or Article 3(2) of the Prospectus Regulation. Notice of the aggregate principal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set out in a final terms document (the “Final Terms”) which will be delivered to the FCA and, where listed, the London Stock Exchange. Copies of Final Terms in relation to Notes to be listed on the London Stock Exchange will also be published on the website of the London Stock Exchange through a regulatory information service. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or any U.S. State securities laws and may not be offered or sold in the United States except pursuant to an exemption from, or transaction not subject to, the registration requirements of the Securities Act and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. See “Form of the Notes” for a description of the manner in which Notes will be issued. Registered Notes are subject to certain restrictions on transfer, see “Transfer and Selling Restrictions”. Although the Notes may not be offered or sold to the public within Ghana, the Issuer may apply for Notes issued under the Programme to be eligible for trading or listed on the Ghana Stock Exchange. The Notes will not, however, be traded or cleared through the Ghana Stock Exchange. The Issuer has been rated B3 by Moody’s Investors Service, Inc. (“Moody’s”), B by Fitch Ratings Ltd (“Fitch”) and B by Standard & Poor’s Credit Market Services Europe Limited (“S&P”). A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension, reduction or withdrawal at any time by the assigning rating agency. 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. Notes issued under the Programme may be rated or unrated by either/any one or more of the rating agencies referred to above. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms and will not necessarily be the same as the rating assigned to the Programme by the relevant rating agency. Amounts payable on Floating Rate Notes will be calculated by reference to one of LIBOR or EURIBOR as specified in the applicable Final Terms. As at the date of this Base Prospectus, the administrators of EURIBOR and LIBOR are included in ESMA’s register of administrators under Article 36 of the Regulation (EU) No. 2016/1011 (the “Benchmarks Regulation”). Arrangers and Dealers BofA Securities J.P. Morgan Morgan Stanley Standard Bank Standard Chartered Bank Dealers Databank IC Securities Fidelity Bank GCB Bank Limited Strategic African Brokerage Ghana Limited Securities The date of this Base Prospectus is 3 February 2020. This Base Prospectus comprises a base prospectus in respect of all Notes issued under the Programme for the purposes of Article 8 of the Prospectus Regulation. RESPONSIBILITY STATEMENT The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer the information contained in this Base Prospectus is in accordance with the facts and the Base Prospectus makes no omission likely to affect its import. Any information on websites to which this Base Prospectus refers does not form part of this Base Prospectus and has not been scrutinised or approved by the FCA. Certain information under the heading “Book-entry Clearance Systems” has been extracted from information provided by the clearing systems referred to therein. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by the relevant clearing systems, no facts have been omitted which would render the reproduced information inaccurate or misleading. None of the Arrangers or Dealers has independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability (whether arising in tort or contract or otherwise) is accepted by the Arrangers or Dealers, or any director, officer, employee, agent or affiliate (as defined in Rule 405 of the Securities Act) of any such person, as to the accuracy or completeness of the information contained in this Base Prospectus or any other information provided by the Issuer in connection with the Programme. To the fullest extent permitted by law, none of the Arrangers or the Dealers accepts any responsibility for the contents of this Base Prospectus or for any other statement, made or purported to be made by the Arrangers or the Dealers or on their behalf in connection with the Issuer or the issue and offering of the Notes. Each of the Arrangers and each of the Dealers accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Base Prospectus or any such statement. No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, any of the Arrangers or any of the Dealers.
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