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THE KINGDOM OF MOROCCO U.S.$1,000,000,000 4.25% Notes due 2022 Issue price: 99.228% U.S.$500,000,000 5.50% Notes due 2042 Issue price: 97.464% The U.S.$1,000,000,000 4.25% Notes due 2022 (the “2022 Notes”) and the U.S.$500,000,000 5.50% Notes due 2042 (the “2042 Notes” and, together with the 2022 Notes, the “Notes”) to be issued by the Kingdom of Morocco (the “Issuer”, the “Kingdom” or “Morocco”), will mature and be redeemed at their principal amount on 11 December 2022, in respect of the 2022 Notes, and 11 December 2042, in respect of the 2042 Notes, unless previously purchased and cancelled. See “Terms and Conditions of the Notes—5. Redemption, Purchase and Cancellation”. The 2022 Notes will bear interest from and including 11 December 2012 (the “Issue Date”) at a rate of 4.25% per annum and will be payable semi-annually in arrear on 11 June and 11 December in each year. The first payment of interest in respect of the 2022 Notes will be made on 11 June 2013. The 2042 Notes will bear interest from and including the Issue Date at a rate of 5.50% per annum and will be payable semi-annually in arrear on 11 June and 11 December in each year. The first payment of interest in respect of the 2042 Notes will be made on 11 June 2013. Payments on the Notes will be made in U.S. Dollars without deduction for or on account of any Moroccan withholding taxes unless the withholding is required by law, in which case the Issuer will pay additional amounts in respect of such taxes, subject to certain exceptions as set forth in “Terms and Conditions of the Notes—7. Taxation” and “Taxation”. AN INVESTMENT IN THE NOTES INVOLVES CERTAIN RISKS PROSPECTIVE INVESTORS SHOULD CONSIDER THE FACTORS DESCRIBED UNDER THE SECTION HEADED “RISK FACTORS” IN THIS PROSPECTUS. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or any U.S. state securities laws and are being offered and sold in the United States only to qualified institutional buyers (“QIBs”) (as defined in Rule 144A under the Securities Act pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Prospective purchasers that are QIBs are hereby notified that the seller of Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A (such Notes so offered and sold, the “Rule 144A Notes”). In addition, Notes are being offered outside the United States in reliance on Regulation S under the Securities Act (“Regulation S”, such Notes so offered and sold, the “Regulation S Notes”). Transfers of Notes are subject to the restrictions described under “Transfer Restrictions”. This prospectus (the “Prospectus”) constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC, as amended by Directive 2010/73/EU (the “Prospectus Directive”). Application has been made to the Commission de Surveillance du Secteur Financier (the “CSSF”) in its capacity as competent authority, under the Law on Prospectuses for Securities, to approve this document as a prospectus. The CSSF gives no undertaking as to the economic and financial soundness of the transaction or the quality or solvency of the Issuer in accordance with Article 7(7) of the Law on Prospectuses for Securities. Application has also been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the Luxembourg Stock Exchange’s Regulated Market (the “Market”) and to be listed on the Official List of the Luxembourg Stock Exchange (the “Official List”). References in this Prospectus to the Notes being “listed” (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC. There is no assurance that a trading market in the Notes will develop or be maintained. The Notes will be offered and sold in registered form in denominations of U.S.$200,000 and any amount in excess thereof that is an integral multiple of U.S.$1,000. The Regulation S Notes will be represented by beneficial interests in unrestricted global note certificates (the “Regulation S Global Notes”) in registered form without interest coupons attached, which will be registered in the name of Citivic Nominees Limited, as nominee for, and shall be deposited on or about the Issue Date with, Citibank Europe plc, as common depositary for, and in respect of interests held through, Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Beneficial interests in the Regulation S Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream, Luxembourg and their participants. The Rule 144A Notes will initially be represented by restricted global note certificates (the “Rule 144A Global Notes” and, together with the Regulation S Global Notes, the “Global Notes”) in registered form, without interest coupons attached, which will be deposited with a custodian (the “Custodian”) for, and registered in the name of Cede & Co., as nominee of, The Depository Trust Company (“DTC”) on or about the Issue Date. Beneficial interests in the Rule 144A Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. See “Clearing and Settlement”. Except as described herein, definitive registered certificates evidencing holdings of Notes issued in exchange for beneficial interests in the Global Notes will be available only in certain limited circumstances. See “Provisions Relating to the Notes while in Global Form”. Long-term foreign-currency debt of the Kingdom is currently rated BBB- with a negative outlook by Standard & Poor’s Credit Market Services Europe Limited (“S&P”) and BBB- with a stable outlook by Fitch Ratings Limited (“Fitch”). The Notes are expected to be rated BBB- by each of S&P and Fitch. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension, reduction or withdrawal at any time by the assigning rating organisation. The credit ratings included or referred to in this Prospectus will be treated for the purposes of Regulation (EC) • 1060/2009 on credit rating agencies (the “CRA Regulation”) as having been issued by S&P and Fitch, respectively. Each of S&P and Fitch is established in the European Union (the “EU”) and is registered under the CRA Regulation. As such, each of S&P and Fitch is included in the latest update of the list of registered credit rating agencies published by the European Securities and Markets Authority on its website (http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation as of the date of this Prospectus. Any change in the rating of the Notes could adversely affect the price that a purchaser will be willing to pay for the Notes. See “Risk Factors—Risks Relating to the Kingdom—The Kingdom’s Credit Rating”. Joint Lead Managers Barclays BNP PARIBAS Citi NATIXIS The date of this Prospectus is 10 December 2012. RESPONSIBILITY STATEMENT The Kingdom accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Kingdom (having taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The opinions, assumptions, intentions, projections and forecasts expressed in this Prospectus with regard to the Kingdom are honestly held by the Kingdom, have been reached after considering all relevant circumstances and are based on reasonable assumptions. Information included herein that is identified as being derived from information published by the Kingdom or one of its agencies or instrumentalities is included herein on the authority of such publication as a public official document of the Kingdom. All other information herein with respect to Morocco is included herein as a public official statement made on the authority of the Ministry of Economy and Finance. IMPORTANT NOTICE No person has been authorised to give any information or to make any representation other than as contained in this Prospectus in connection with the offering of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or the Joint Lead Managers (as defined in “Subscription and Sale”). Neither the delivery of this Prospectus nor any offer or sale of the Notes made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof. The Joint Lead Managers expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Notes or to advise any investor in Notes of any information coming to their attention. This Prospectus may only be used for the purpose for which it has been published. The Joint Lead Managers have not separately verified the information contained in this Prospectus. Accordingly, no representation, warranty or undertaking, express or implied, is made, and no responsibility or liability is accepted, by the Joint Lead Managers as to the accuracy or completeness of the information contained in this Prospectus or any other information provided by the Issuer in connection with the Notes or their distribution.
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