2023 Review
Our debt capital market was the centre stage for the DDEP, as the Government, through a series of invitations, requested holders of various treasury and other fixed income securities to exchange their holdings of those debt securities for new bonds with the same aggregate principal amount but aggregate lower coupons and extended average maturities. The participation rates were as follows:
1. Securities and Investments
We anticipated that the DDEP would change investment trends in Ghana and lead to a diversification of investment products, with more focus on investments in the real sector of the economy. Market trends validated our projections. The Ghana Stock Exchange (GSE), led by the equities market (instead of the bond market as has been the case in recent times), experienced a strong rally to emerge as the 3rd best performing stock market in Africa in the period from January to end-August 2023. This marked a sharp turnaround from its status as the worst-performing market in the region at year-end 2022. The GSE Composite Index (GSE-CI) posted a half-year 2023 appreciation of 26.22% on the back of increased domestic investor participation (i.e. 46.4% as compared to 35.9% for the same period in 2022) and increased equity investment allocations by pension funds. The increased trading activity in the equity market was buoyed by demand for non-financial stocks, resulting in a 14.90% growth for the GSE-CI, whereas the GSE Financial Stocks Index reported a 17.57% decline.
In contrast, the Ghana Fixed Income Market (GFIM) saw a 62.69% decrease in trading volumes for January to November 2023, with total trades for the period amounting to GHS 81.67 billion (as compared to total trades of GHS 218.91 billion for the same period in 2022).
2023 saw a flurry of licensing applications aimed at introducing new investment products to the market. The approved applications took the tally of licensees from no licensed real estate investment trusts (REITs) in 2022 to 2 licensed REITs by end of year 2023, and from 2 licensed private funds at the end of 2022 to 7 licensed private funds (constituted by 2 private equity funds, Ghana’s first private debt fund, and 1 venture capital fund) by end of year 2023. Our firm advised on the licensing applications of 3 out of the 4 new private funds (and a total of 4 out of the 7 currently licensed private funds) and 1 out of the 2 currently licensed REITs.
We highlighted certain draft legislation which the Securities and Exchange Commission (SEC) had published for public review. The SEC finalised some of these drafts within the course of 2023, leading to the issuance of the following:
The SEC did not finalise its draft guidelines regarding the offering, marketing or distribution of foreign funds.
The Ghana Fixed Income Market (GFIM)’s intention to launch a commercial paper market to facilitate the issuance, admission and trading of commercial papers (i.e. short-term money-market securities with fixed maturities of between 15 to 270 days) was not realised in 2023. The draft rules for the proposed commercial paper market are being reviewed by the SEC and we expect that GFIM will launch the market in 2024.
Published 2022 audited financial statements of banks indicate that 2022 was one of the worst years for the banking sector, with the macroeconomic conditions and the DDEP resulting in widespread losses. Even the central bank was not spared, as it reported a loss of approximately GHS 60 billion (GHS 53.1 billion of which was caused by the DDEP).
The Bank of Ghana intervened with regulatory reliefs (among others) reducing the prescribed capital adequacy ratio (CAR) from 13% to 10%, and allowing losses from the DDEP to be reflected in the computation of CAR over a period of up to 3 years. The central bank also revised the cash reserve ratio on local currency deposits for banks downwards from 14% to 12% but this was reversed in the course of the year.
An assessment of the impact of the DDEP on the banking sector has revealed some challenges. For instance, CAR is at its lowest in 3 years, trending at 13.8% by end-September 2023 as compared to 16.4% and 19.9% respectively by the same time in 2022 and 2021. The picture is the same for non-performing loans (NPLs), which recorded 18% by end-September 2023, as compared to 14.1% and 16.8% respectively by the same time in 2022 and 2021. In real terms, credit to the private sector experienced a significant decline as at end-October 2023, dropping 31.6% as compared to a 3.0% growth during the same period in 2022. Despite these issues, liquidity and profitability ratios across the industry were higher in December 2023 than in the same period in 2022, and key financial soundness indicators remain largely sound. The Bank of Ghana requested all banks with a CAR of less than 10% to submit recapitalisation plans for approval and it is expected that the affected banks will embark on recapitalisation drives in 2024.
Key developments on the regulatory front include the upward revision of the minimum paid up capital (from GHS 500,000 to GHS 6 million) for both existing credit bureaus and potential licensees. Existing credit bureaus have been given up to January 2025 to comply with the increased requirement.
The Bank of Ghana also issued a notice to clarify the legal framework for the enforceability of netting arrangements under eligible financial contracts. Specifically, the Bank of Ghana has confirmed that the period of a temporary stay which it may impose on termination rights between a bank or specialised deposit-taking institution and its counterpart during a receivership will be capped at 2 days, restrictions on set-offs in respect of claims acquired towards banks or specialised deposit-taking institutions during the 3-month period immediately before or after the appointment of a receiver in respect of such banks shall not apply to set offs under eligible financial contracts, and that all eligible financial contracts with banks or specialised deposit-taking institutions are exempt from the netting provisions under the Corporate Insolvency and Restructuring Act, 2020 (Act 1015).
2. Banking and Credit
As stated in our 2023 report, the Government implemented its aggressive domestic revenue mobilisation agenda, resulting in the enactment of new tax legislation and some tax disputes, which were heard by the recently constituted Independent Tax Appeals Board.
3. Tax
Regarding New Tax Regulation:
4. Fintech
The Fintech industry continued its growth trajectory, with payment systems providers (PSPs) and dedicated electronic money issuers (DEMIs) leading the way. Reports from the Bank of Ghana have confirmed our projection that reducing the electronic levy from 1.5% to 1% could help restore the attractiveness of mobile payments. Mobile money transactions are said to have surged by a whopping 63% in 2023, with an aggregate transaction value of GHS 199.3 billion as compared to GHS 122 billion recorded in 2022. The significant inroads made by these Fintechs into the traditional inward remittance system and practical implications regarding the settlement of foreign exchange generated by these activities caused the Bank of Ghana to issue updated guidelines for inward remittance services by payment service providers. The update has introduced the following changes:
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DEMIs and PSPs are no longer permitted to hold remittance inflow settlement accounts (i.e. accounts held by the DEMIs and PSPs with their Ghanaian settlement banks for the receipt of the foreign exchange being remitted into Ghana);
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DEMIs and PSPs are required to have a maximum of 3 Ghanaian settlement banks for the purpose of terminating inward remittances;
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DEMIs and PSPs are now required to procure their respective partner money transfer operators to credit remittance proceeds directly to the offshore nostro accounts of their Ghanaian settlement banks; and
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the Ghanaian settlement banks are required to use the Opening Bloomberg USDGHS Regional (REGN) bid or the corresponding currency pair rate on the day the transfer is received (or as prescribed by the Bank of Ghana) for the same day conversion of received remittances into local currency and funds terminated must be reconciled and matched within 72 hours.
Licensed crowdfunding is still yet to come onstream, but remains high on the regulatory agenda, with the SEC issuing revised draft crowdfunding guidelines for public commentary with a view to issuing a final draft based on feedback from stakeholders.
On the back of the successful completion of the piloting stage of the eCedi (Ghana’s central bank digital currency) in 2022, last year saw the Bank of Ghana hold a 12-week innovation challenge (dubbed the “eCedi Hackathon”) to enable Fintechs to design solutions which explore the various use cases of the eCedi. It is expected that these will lead to further developments in 2024 as the Bank of Ghana rolls out its roadmap for issuing the eCedi.
The Companies Regulations, 2023 (L.I. 2473) were enacted within the last quarter of 2023 to facilitate the implementation of the provisions of the Companies Act, 2019 (Act 992) (Companies Act). The regulations provide, among others, legislative support to the prescribed forms to be filed with the Office of the Registrar of Companies, details of the filing requirements under the Companies Act, and provide the process to be complied with to enable a company use the words “Group of Companies” or “Holdings” in its name.
5. Company Administration
6. Environmental Social and Governance (ESG) Investing
The country continues to notch important strides in its quest to implement a sustainable financing framework and benefit from the global focus on ESG matters. The environmental aspect of ESG investing remains largely in focus. In that regard, Ghana becomes the first country in the world to sign an emission reductions payment agreement (ERPA) under the Lowering Emissions by Accelerating Forest Finance (LEAF) Coalition. The ERPA, which was entered into between the Forestry Commission (under the auspices of the Ministry of Lands and Natural Resources) and Emergent Forest Finance Accelerator Incorporated, sets Ghana up to receive payments of up to USD 50 million for successfully reducing emissions by up to five million tonnes of carbon dioxide equivalent. The agreed unit price of USD 10 per tonne of carbon dioxide equivalent underscores how lucrative the green market is and the potential benefits which could flow from leveraging ESG investments. On the domestic front, the SEC issued a draft version of the Securities Industry (Green Bond) Guidelines, which is intended to facilitate the: allocation of more funds to projects with a positive environmental impact; development of a domestic green securities market; and prevention of “green washing” and maintain the credibility of green securities in general through transparency, disclosure, integrity, and quality.
The Year Ahead
In this section, we look at global, regional and domestic trends and their projected impact on the financial sector and capital markets. We also discuss the potential effects of macro and microeconomic activities, as well as the enactment and amendment of laws on related sectors including banking and credit, tax and insurance.
