P R O S P E C T U S S U M M A R Y
ORDINARY BOND ISSUE OF A MAXIMUM AMOUNT OF MAD 1,500,000,000
Tranche A, unlisted | Tranche B, unlisted | Tranche C, unlisted | |||||||
Ceiling | MAD 1,500,000,000 | MAD 1,500,000,000 | MAD 1,500,000,000 | ||||||
Maximum number of | 15,000 bonds | 15,000 bonds | 15,000 bonds | ||||||
securities | |||||||||
Nominal value | MAD 100,000 | MAD 100,000 | MAD 100,000 | ||||||
Maturity | 7 years | 5 years | 5 years |
Fixed, based on the reference rate curve of the 7-year Treasury bills secondary market as published by
Face interest rateBank Al-Maghrib on December 3, 2021, i.e. 2.12%, increased by a risk premium of 110 bps, representing a
3.22% face rate.
Fixed. The nominal interest rate | |
corresponds to the actuarial rate | Revisable annually, in reference to |
allowing to obtain for a bond, a price | the full 52 weeks rate (monetary rate) |
at the date of dividend, equal to 100% | determined based on the reference |
of the nominal value by discounting | rate curve of the secondary market of |
the future flows generated by this | Treasury bills as published by Bank |
bond at the zero coupon rates. It is | Al-Maghrib on December 3, 2021, |
then calculated from the reference | i.e. 1.56%, for the first year, |
rate curve of the secondary market of | increased by a risk premium of 100 |
treasury bills published by Bank Al | bps, representing a 2.56% face rate |
Maghrib on December 3, 2021, i.e. | for the first year. |
1.86 %, increased by a risk premium | |
of 100 basis points, representing a | |
2.86 % face rate. |
Risk premium | 110 bps | 100 bps | 100 bps |
Principal repayment | In fine | Constant linear annual amortization | In fine |
Repayment guarantee | None | None | None |
Allocation method | Prorated, with priority to Tranche A (fixed rate, in fine), then to Tranche B (fixed rate with linear annual amortization), |
then to Tranche C (annually revisable rate, with in fine repayment) | |
Tradability of | Over-the-counter(off-market) exclusively between qualified investors of Moroccan law listed in the securities note |
securities | |
Subscription period: from December 14 to 16, 2021, inclusive
Subscription to these bonds is strictly reserved to qualified investors of Moroccan Law listed in the securities note
Advisory BodyPlacement Agent
Attijari Finances Corp.
APPROVAL OF THE MOROCCAN CAPITAL MARKET AUTHORITY (AMMC)
In accordance with the provisions of the AMMC Circular, issued pursuant to Article 5 of Dahir No. 1-12-55 of December 28, 2012, promulgating Law No. 44-12 relating to Public Offering and to information required from Corporate Entities and Organizations making Public Offering, the prospectus was approved by the AMMC on December 6, 2021 under reference No. VI/EM/035/2021.
This securities note constitutes only a part of the AMMC-approved prospectus. The latter is composed of the following documents:
- This securities note;
- Managem's reference document registered by the AMMC on December 6, 2021 under reference No EN/EM/031/2021.
DISCLAIMER
The Moroccan Capital Market Authority (AMMC) approved on December 6, 2021, a prospectus relating to Managem's bond issue.
The AMMC-approved prospectus is available at any time at Managem's registered office, on its website (http://www.managemgroup.com/medias/communiques-et-publications-0) and from the financial advisor. It is also available within a maximum of 48 hours from the order-collecting institutions.
The prospectus is available to the public on the AMMC website www.ammc.ma, on the Casablanca Stock Exchange headquarters and website http://www.casablanca-bourse.com/.
This summary has been translated by LISSANIAT under the joint responsibility of the said translator and Managem. In the event of any discrepancy between the contents of this summary and the AMMC-approved prospectus, only the approved prospectus shall prevail.
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PART I: PRESENTATION OF THE OPERATION
- OBJECTIVES OF THE OPERATION
The company Managem S.A. wishes to carry out a bond issue of a maximum amount of one billion five hundred million dirhams (MAD 1,500,000,000), in order to:
- Diversify the financing sources.
- Support Managem's development program.
- STRUCTURE OF THE OFFER
Managem plans to issue 15,000 ordinary bonds with a MAD 100,000 nominal value. The maximum amount of the operation stands at MAD 1,500,000,000, distributed as follows:
- Tranche "A" with a 7-year maturity, a fixed rate, unlisted on the Casablanca Stock Exchange, with a MAD 1,500,000,000 ceiling and a MAD 100,000 nominal value each ( principal repayment in fine);
- Tranche "B" with a 5-year maturity, a fixed rate, unlisted on the Casablanca Stock Exchange, with a MAD 1,500,000,000 ceiling and a MAD 100,000 nominal value each (principal repayment by constant linear annual amortization);
- Tranche "C" with a 5-year maturity, an annually revisable rate, unlisted on the Casablanca Stock Exchange, with a MAD 1,500,000,000 ceiling and a MAD 100,000 nominal value each ( principal repayment in fine).
The total amount auctioned on the three tranches should in no case exceed MAD 1,500,000,000. The amount of the operation will be limited to the subscriptions actually received.
- FINANCIAL INSTRUMENTS OFFERED
Characteristics of Tranche A (Fixed rate, 7-year maturity, in fine principal repayment, and unlisted on the Casablanca Stock Exchange)
Nature of securities | Unlisted ordinary bonds, entirely dematerialized by book entry with |
authorized financial intermediaries and admitted to the operations of the | |
Central Custodian (Maroclear) | |
Legal form | Bearer bond |
Tranche ceiling | MAD 1,500,000,000 |
Maximum number of securities to be issued | 15,000 bonds |
Initial nominal value | MAD 100,000 |
Issue price | 100%, i.e. MAD 100,000 |
Loan maturity | 7 years |
Subscription period | From December 14 to 16, 2021, inclusive |
Dividend date | December 21, 2021 |
Prorated, with priority to Tranche A (fixed rate, in fine), then to Tranche | |
Allocation method | B (fixed rate with linear annual amortization), then to Tranche C |
(annually revisable rate, with in fine repayment) | |
Face interest rate | Fixed rate |
The face interest rate is determined in reference to the 7-year rate | |
calculated based on the reference rate curve of the secondary market of | |
Treasury bills as published by Bank Al-Maghrib on December 3, 2021, | |
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i.e. 2.12%. This rate will be increased by a risk premium of 110 bps, i.e. | |
a 3.22% face rate. | |
The determination of the reference rate is made by the method of linear | |
interpolation using the two points framing the full 7-year maturity | |
(actuarial basis). | |
Risk premium | 110 bps |
Interests | Interest will be paid annually on the anniversary date of the loan's |
dividend date, i.e. December 21 of each year. Payment will be made on | |
the same day or on the first business day following December 21 if this | |
is not a business day. Interest on the bonds will cease to accrue from the | |
date on which the principal is fully repaid by Managem. No deferral of | |
interest will be possible in connection with this operation. | |
Interest will be calculated in accordance with the following formula: | |
[Nominal x Face interest rate]. | |
Principal repayment | Tranche A will be subject to in fine principal repayment. |
In the event of a merger, demerger or partial transfer of assets of | |
Managem occurring during the loan term and resulting in the transfer of | |
all assets and liabilities to a separate legal entity, the rights and | |
obligations under the ordinary bonds will automatically be transferred to | |
the legal entity substituted for Managem's rights and obligations. | |
Early repayment | Managem refrains from proceeding to the early repayment of the bonds |
covered by this securities note. | |
Bond redemption | Managem reserves the right to repurchase bonds on the secondary |
market, provided that legal and regulatory provisions so permit, such | |
repurchases being without consequence for a subscriber wishing to keep | |
their securities until normal maturity and without affecting the normal | |
repayment schedule. Bonds redeemed will be cancelled. | |
If the total amount of securities tendered for redemption exceeds the | |
amount tendered by the issuer, the redemption of the securities will be | |
made on a prorated basis. | |
In the event of redemption, the Issuer shall notify the AMMC and the | |
representative of the bondholders' pool of the bonds being redeemed. | |
Tradability of securities | Tradable over-the-counter. |
The bonds covered by this issue may be traded only among the qualified | |
investors listed in this securities note. Each qualified investor holding the | |
bonds in this securities note undertakes to transfer the bonds only to the | |
qualified investors listed in this securities note. Therefore, the account | |
holders must not accept any instructions for the settlement and delivery | |
of the bonds of this securities note from investors other than the qualified | |
investors listed in this securities note. | |
Assimilation clauses | The bonds issued by Managem shall not be assimilated to the securities |
of a previous issue. | |
In the event that Managem subsequently issues new securities with rights | |
identical in all respects to those of this issue, it may, without requiring | |
the consent of the holders, provided that the issue contracts so provide, | |
assimilate all the securities of the successive issues, thereby unifying all | |
the operations relating to their management and trading. | |
Loan rank | The Bonds issued by Managem and the interest thereon constitute direct, |
general, unconditional and unsubordinated obligations of the Issuer, | |
ranking pari passu among themselves with all other present or future | |
unsecured liabilities of the Issuer. | |
Repayment guarantee | This issue is not covered by any specific guarantee. |
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Rating | This issue is not subject to a rating request. |
Representation of the bondholders' pool | The Board of Directors, held on September 23, 2021, appointed the Firm |
MOUTTAKI PARTNERS represented by Mr. Mouttaki Karim as | |
provisional proxy. This decision will take effect as from the opening of | |
the subscription period. It being specified that the provisional proxy | |
appointed is identical for tranches A, B and C, which are grouped together | |
in one and the same pool. | |
In accordance with article 300 of the Law on Public Limited Companies, | |
the provisional representative of the pool will proceed to the convening | |
of the General Meeting of Bondholders in order to appoint the definitive | |
representative of the bondholders' pool and this, within a 6-month period, | |
as from the closing of subscriptions. | |
Managem has no capital or business link with the Firm MOUTTAKI | |
PARTNERS represented by Mr. Mouttaki Karim. | |
Applicable law | Moroccan law. |
Competent jurisdiction | Commercial Court of Casablanca. |
Characteristics of Tranche B (Fixed rate, 5-year maturity, with a constant linear amortization, and unlisted on the Casablanca Stock Exchange)
Nature of securities | Unlisted ordinary bonds, entirely dematerialized by book entry with |
authorized financial intermediaries and admitted to the operations of the | |
Central Custodian (Maroclear) | |
Legal form | Bearer bond |
Tranche ceiling | MAD 1,500,000,000 |
Maximum number of securities to be issued | 15,000 bonds |
Initial nominal value | MAD 100,000 |
Issue price | 100%, i.e. MAD 100,000 |
Loan maturity | 5 years |
Subscription period | From December 14 to 16, 2021, inclusive |
Dividend date | December 21, 2021 |
Prorated, with priority to Tranche A (fixed rate, in fine), then to Tranche | |
Allocation method | B (fixed rate with linear annual amortization), then to Tranche C |
(annually revisable rate, with in fine repayment) | |
Face interest rate | Fixed rate |
The nominal interest rate corresponds to the actuarial rate allowing to | |
obtain for a bond, a price at the date of dividend, equal to 100% of the | |
nominal value by discounting the future flows generated by this bond at | |
the zero coupon rates. It is then calculated from the reference rate curve | |
of the secondary market of treasury bills published by Bank Al Maghrib | |
on December 3, 2021, i.e. 1.86 %, increased by a risk premium of 100 | |
basis points, representing a 2.86 % face rate. | |
Risk premium | 100 bps |
Interests | Interest will be paid annually on the anniversary date of the loan's |
dividend date, i.e. December 21 of each year. Payment will be made on | |
the same day or on the first business day following | |
December 21 if this is not a business day. Interest on the bonds will cease | |
to accrue from the date on which the principal is fully repaid by | |
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Managem SA published this content on 08 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 December 2021 13:46:01 UTC.