The Ghana Cocoa Board (COCOBOD) is facing severe financial challenges and has been forced to extend an invitation to holders of its short-term debt securities (cocoa bills) to exchange that for longer-term debt securities.
The exchange programme being undertaken by COCOBOD, is also with a longer-term principal maturity date. Participation in this invitation to exchange is, however, voluntary.
Notwithstanding the invitation to exchange eligible bills for the new bonds, COCOBOD, in its sole discretion, may settle the eligible bills in full or in part and the eligible holders’ subscription to receive new bonds is voluntary.
This comes amid reports that COCOBOD management is mostly unable to pay for services rendered to it, and its imports are also said to be stuck at the ports again unable to pay duties.
The Finance Ministry, is said to have withdrawn the easy access COCOBOD, had in the past by clearing its goods simply by applying to the Ministry for tax exemptions. But now it had to pay cash, and this is said to have led to many of its goods getting stuck in the port as it’s unable to raise money to clear them.
Additional reports are that the COCOBOD, is over-staffed. It has more than 1000 workers employed and many of these are ruling party sympathizers who idle about. They were engaged more for political expediency, rather than availability of vacancies, their skill and competence.
It was revealed that since 2017 to 2022, when COCOBOD was moved under the Ministry of Food and Agriculture by the Akufo-Addo government, it has repeatedly made losses with a debt burden said to be around GH¢16 billion.
Last week Thursday, the Finance Minister, Ken Ofori-Atta, was forced to announce a programme to restructure that debt.
COCOBOD, is offering Eligible Holders accrued and unpaid interest (“Accrued Interest Payable”) on their Eligible Bills validly tendered and accepted by the COCOBOD, calculated from and including the last interest payment date up to, but excluding, the Settlement Date, which amount will be paid to such Eligible Holders in the form of capitalized interest (rounded down to the nearest GHS1.00) added to the principal amount of the New Bonds and distributed across the New Bonds in the same proportion as the Exchange Consideration Ratios (as defined) set forth in the table below.
Eligible Holders, whose validly submitted Offers are accepted by the COCOBOD, will receive on the Settlement Date the New Bonds with an aggregate principal amount (rounded down to the nearest GHS1.00) equal to the principal amount of Eligible Bills tendered plus Accrued Interest Payable, which aggregate principal amount will be allocated in accordance with the consideration ratios described in the New Bonds and Exchange Consideration per principal amount of Eligible Bills tendered (including the Accrued Interest Payable in respect thereof).
Eligible Holders whose offers or exchange instructions are accepted will receive the five New Bonds in the above-mentioned ratios, each maturing on a one per year basis consecutively from and including 2024 through and including 2028.
As is customary with listed corporate securities, the New Bond Documentation does not restrict the ability of the New Bonds to be traded or transferred in the secondary markets.
Last Friday, COCOBOD, through Calbank announced the launching of “a debt securities exchange programme (the Exchange Programme) under which it is inviting holders of its short-term debt securities (the Cocoa Bills) to voluntarily offer to exchange their Cocoa Bills (representing an aggregate principal of approximately GHS 7.93 billion) for longer-term debt securities with averagely lower coupon rates to be issued by COCOBOD (the Bonds).
“The Bonds will be issued pursuant to the terms of (the Programme Documents):
“(a) an exchange memorandum dated 14 July 2023 (the Exchange Memorandum);
“(b) a trust deed dated 14 July 2023 and entered into between COCOBOD (as issuer) and Consolidated Bank Ghana Limited (CBG) (as trustee for the holders of the Bonds); and
“(c) an agency agreement dated 14 July 2023 and entered into by COCOBOD (as issuer), CBG (as bond trustee and paying bank), and the Central Securities Depository (GH) LTD (as transfer agent, calculation agent and registrar in respect of the Bonds).
“Holders of the Cocoa Bills whose offers are accepted by COCOBOD will receive five (5) different Bonds with an aggregate principal amount (rounded down to the nearest GHS 1.00) equal to the principal amount of Cocoa Bills tendered (in addition to any accrued and unpaid interest due on such Cocoa Bills). The five (5) Bonds will mature on a one-per-year basis consecutively from (and including) 2024 to (and including) 2028. The reasons for undertaking the Exchange Programme have been explained by the chief executive of COCOBOD in a letter dated 11 July 2023 from the chief executive to all holders of the Cocoa Bills. A copy of the letter has been included in the Exchange Memorandum.
“For further details regarding the Exchange Programme, all holders of the Cocoa Bills are advised to read the contents of the Programme Documents carefully and consult a dealer, investment adviser or other professional for appropriate advice before making an investment decision. Copies of the Programme Documents are available at https://projects.morrowsodali.com/CocobodDDE, https://calbank.net/CocobodDDE and the website of COCOBOD (i.e. https://cocobod.gh/CocobodDDE).
“Offers may be submitted from today (i.e. 14 July 2023) until 4pm on 31 July 2023 (unless otherwise extended by COCOBOD in its sole discretion and with the prior approval of the Securities and Exchange Commission). An offer (once made) cannot be revoked or withdrawn at any time except in the limited circumstances described in the Exchange Memorandum.
“This announcement is for informational purposes only and is not an invitation to exchange to any holders of the Cocoa Bills. The invitation to exchange the Cocoa Bills is only being made pursuant to the Exchange Memorandum.
“COCOBOD has appointed CalBank Plc (CAL) as arrangers for the Exchange Programme.
Source: The Herald