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
- 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.
- 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.
- 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.
- 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.