GHANA Law and Practice Contributed by: Adelaide Benneh Prempeh, Michelle Nana Yaa Essuman, David William Akuoko-Nyantakyi and Audrey Nana Oye Addy, B&P Associates
4. Laws and Regulations Specifically Relating to Securitisation 4.1 Specific Disclosure Laws or Regulations Currently, Ghana has no securitisation-specific disclosure laws or regulations. 4.2 General Disclosure Laws or Regulations Disclosure by the SPE The SEC Regulations 2003 (LI 1728) (Regula - tions 50–62), along with the GSE Listing Rules, specify disclosure obligations for issuers. As an issuer, the SPE is required to: • maintain high disclosure standards of disclo - sure; • fully disclose information essential for inves - tors to make informed decisions; • immediately release any material information likely to impact market activity or the price of its listed securities; • ensure fair and orderly market conditions for its securities; and • guarantee simultaneous and equal informa - tion access for all investors. The SPE is not obligated to disclose internal earnings projections. However, should it choose to do so, the information must be accurate, real - istic, and fully qualified, with updates on mate - rial changes and reasons for variances provided promptly. Additionally, the SPE must announce specific events, including: • missed payments on interest or capital for debt securities at maturity or due dates;
• major corporate actions, such as mergers, acquisitions, joint ventures, or takeovers; • dividend declarations; • adjustments to capital structure, such as rights or bonus issues; • changes in company officers or control of the business; • updates to the registered office address or records locations; • securities redemption calls; • penalties imposed on the SPE by a regulatory authority; • significant events impacting business opera - tions, revenue, or profits, including mitigation efforts; • alterations of the rights or privileges of any unlisted securities issued by the SPE; • additional public or private securities sales; • new products, discoveries, or a tender offer for another entity’s securities; • a change in capital investment plans; and • any notable labour or supplier disputes. Each disclosure must be reported to the SEC in writing. In certain cases, an SPE may defer disclosure if immediate release could undermine its business goals; however, in cases of uncertainty, disclo - sure is generally advised. Before listing, the SPE must submit the Trust Deed associated with the securities for SEC approval. It must also register the securities with the SEC, which then issues a certificate of registration for any public issuance, excluding securities maturing within a year. The SPE is additionally required to notify the SEC within 21 days of any securities cancellation or redemp - tion, (Section 145 of the Securities Industry Act, 2016 (Act 929).
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