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Cocoa CapitalPLC

Investor Relations

The Note Issuance Programme

Cocoa Capital PLC is a dedicated financing special-purpose vehicle established by COCOBOD. Its Note Issuance Programme is intended to raise up to GHS 16.3 billion for cocoa purchase financing and refinancing of COCOBOD legacy debt.

Overview

Programme size, instruments and listing

Programme Size

GHS 16.3bn

Maximum programme size

Commercial Paper

Short-term financing

15–270 calendar days

Bonds

Longer-term financing

Series and tranches

Capital market listing

GFIM

Ghana Fixed Income Market

Instruments

Approved use of programme financing

Cocoa Capital PLC raises financing through Commercial Paper and Bonds for approved cocoa-sector financing and refinancing purposes.

Commercial Paper

At least 15 calendar days and up to 270 calendar days

Cocoa purchase financing relating to cocoa beans delivered by Licensed Buying Companies.

Bonds

Longer-term tenors specified in the applicable Pricing Supplement

Approved refinancing of COCOBOD legacy obligations and related programme purposes.

Notes may be issued in Series and Tranches. Commercial terms for each issuance are published in the Applicable Pricing Supplement. View current issuances.

Use of proceeds

Two approved financing pathways

Proceeds follow controlled account pathways before application to approved programme purposes.

CP proceeds

  1. Note Proceeds

  2. Subscription Account

  3. Proceeds Utilisation Account

  4. Approved cocoa purchase financing

Relevant Commercial Paper proceeds are intended to support payments relating to cocoa beans delivered by Licensed Buying Companies.

Bond proceeds

  1. Note Proceeds

  2. Subscription Account

  3. Proceeds Utilisation Account

  4. Approved refinancing

Relevant Bond proceeds may be used to refinance approved COCOBOD legacy obligations and related programme purposes.

How it works

From issuance to repayment

Issuance path

  1. Investors

    Subscribe to Notes under the Programme

  2. Cocoa Capital PLC

    Issues Notes in Series and Tranches

  3. Subscription Accounts

    Proceeds received into designated accounts

  4. Commercial Paper

    Cocoa purchase financing

  5. Bonds

    Approved refinancing purposes

  6. COCOBOD

    Approved cocoa-sector financing applications

Repayment path

  1. Cocoa Sales

  2. Assigned Receivables

  3. Collections / Escrow Accounts

  4. Debt Service Accounts

  5. Trust / Paying Agent

  6. Noteholders

Repayment structure

  1. Cocoa Sales

  2. Assigned Cocoa Receivables

  3. Collections Escrow Account

  4. Debt Service Account

  5. Trust Account

  6. Noteholders

Repayment structure

Debt service framework

Repayments are primarily funded through Cocoa Receivables and routed through designated controlled accounts before payments to Noteholders.

Debt Service Coverage Ratio

A Debt Service Coverage Ratio is maintained while Notes remain outstanding.

Debt service accounts

Designated accounts accumulate amounts required for scheduled interest and principal payments under the Notes.

Paying Agent

The paying agent facilitates payments to Noteholders in accordance with the terms of each issuance.

Trustee role

The Trustee provides oversight of programme structure and investor protection mechanisms under the trust arrangements.

Risk factors

Areas investors should consider

Categories only. Full risk disclosures are in the Programme Prospectus and the Applicable Pricing Supplement, which investors should read before making any investment decision.

Transaction risks

Risks arising from the structure of the Note Issuance Programme, including documentation, account arrangements and fulfilment of conditions precedent.

Receivables risk

Repayment depends primarily on cocoa receivables. Timing, volume and collectability of those receivables may affect debt service.

Sponsor-related risks

The programme relies on COCOBOD as sponsor and sole shareholder. Operational or financial developments affecting COCOBOD may influence programme performance.

Market risks

Cocoa prices, foreign exchange conditions and broader capital-market conditions may affect financing outcomes and refinancing capacity.

Interest-rate risk

Interest rates applicable to particular series or tranches may vary. Changes in market rates can affect pricing of future issuances.

Regulatory risk

Securities, cocoa-sector and related regulatory requirements may change and could affect issuance, listing or programme administration.

Operational risks

Programme administration depends on the Corporate Manager, agents, trustees and account banks performing their roles.