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 500,000,000

Ceiling

MAD 500,000,000

Maximum number of securities

5,000 bonds

Nominal value

MAD 100,000

Maturity

7 years

Fixed, based on the 7-year rate determined according to the reference rate curve of the Treasury bill

Face interest rate

primary market on February 8, 2022, i.e. 2.22%, plus a risk premium of 100 bps, i.e. a face rate of 3.22%

Risk premium

100 bps

Principal repayment

In fine

Repayment guarantee

None

Allocation method

Prorated

Tradability of securities

Over-the-counter(off-market) exclusively between qualified investors of Moroccan law listed in the

securities note

Subscription period: from March 9 to 11, 2022, 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 March 1st, 2022 under reference No. VI/EM/002/2022.

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 March 1st, 2022, 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

  1. 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 500,000,000), in order to:

  • Diversify the financing sources.
  • Support Managem's development program.
  1. STRUCTURE OF THE OFFER

This operation concerns a maximum amount of MAD 500,000,000 according to the following characteristics:

  • A maximum number of securities to be issued amounting to 5,000 bonds;
  • A nominal value of MAD 100,000
  • A 7-year maturity;
  • A fixed rate;
  • A repayment in fine of the principal.

The total amount auctioned should in no case exceed MAD 500,000,000. The amount of the operation will be limited to the subscriptions actually received.

  1. FINANCIAL INSTRUMENTS OFFERED

The bond issue's characteristics are as follows:

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 500,000,000

Maximum number of securities to be issued

5,000 bonds

Initial nominal value

MAD 100,000

Issue price

100%, i.e. MAD 100,000

Loan maturity

7 years

Subscription period

From March 9 to March 11, 2022

Dividend date

March 18, 2022

Allocation method

Prorated

Face interest rate

Fixed rate

The Nominal Interest Rate is determined by reference to the rate

calculated based on the Treasury Bill primary yield curve as of February

8, 2022 for a 7-year maturity, i.e. 2.22%, plus a risk premium of 100 basis

points, i.e. 3.22%.

The 7-year Treasury Bill rate is determined by the linear interpolation

method using the two points surrounding the full 7-year maturity

(actuarial basis).

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Risk premium

100 bps

Interests

Interest will be paid annually on the anniversary date of the loan's

dividend date, i.e. March 18, 2022 of each year. Payment will be made

on the same day or on the first business day following March 18 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

Repayment in fine of the principal.

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.

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.

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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.

In accordance with article 301 bis of the law 17-95 relating to public

limited companies as amended and supplemented, it has been decided to

fix the remuneration of the provisional proxy and of the bondholders' pool

proxy at MAD 20,000 (excl. tax) per year for the pool.

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.

IV. RISK FACTORS RELATED TO THE INVESTMENT IN THE SECURITIES OFFERED

Given the nature of its activities, the Managem Group is exposed to a number of risks, as detailed below:

  • Default risk: is the risk that the issuer may not be able to meet its contractual obligations to bondholders, resulting in the non-payment of coupons and/or principal outstanding.
  • Liquidity risk: the holder of unlisted bonds could be exposed to the risk of holding illiquid securities, which cannot be sold quickly without a major impact on the price.
  • Interest rate risk: the risk linked to changes in interest rates may affect the yield on fixed-rate bonds.
    Indeed, an increase in interest rates will have the impact of reducing the value of the bonds held.
  • Inflation risk: changes in inflation rates could affect the return to bondholders if the change in inflation exceeds the return on the bonds.
  1. OPERATION SCHEDULE

The operation's schedule is as follows:

Orders

Steps

Timeline

1

Receipt of AMMC approval

28/02/2022

2

Publication of the prospectus extract on the issuer's website

28/02/2022

3

Publication by the issuer of the press release in a newspaper of legal announcements

03/03/2022

4

Opening of the subscription period

09/03/2022

5

Closing of the subscription period

11/03/2022

6

Centralization of subscription orders

11/03/2022

7

Allocation of securities

14/03/2022

8

Settlement / Delivery

18/03/2022

9

Publication by the issuer of the operation's results in a newspaper of legal announcements and

21/03/2022

on its website

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Managem SA published this content on 04 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 March 2022 17:55:06 UTC.