Banque Marocaine Du Commerce Exte´Rieur (The Issuer Or the Bank)Is98.947 Per Cent
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BANQUE MAROCAINE DU COMMERCE EXTE´ RIEUR (incorporated as a public joint stock company under the laws of Morocco) U.S.$300,000,000 6.25 per cent. Notes due 2018 The issue price of the U.S.$300,000,000 6.25 per cent. Notes due 2018 (the Notes) of Banque Marocaine du Commerce Exte´rieur (the Issuer or the Bank)is98.947 per cent. of their principal amount. Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on 27 November 2018. The Notes are subject to redemption in whole at their principal amount at the option of the Issuer at any time in the event of certain changes affecting taxation in Morocco. The Notes will bear interest from 27 November 2013 at the rate of 6.25 per cent. per annum payable semi-annually in arrear on 27 May and 27 November each year commencing on 27 May 2014. Payments on the Notes will be made in U.S. dollars without deduction for or on account of taxes imposed or levied by Morocco to the extent described under Condition 8 (Taxation) of the Notes. This Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the CSSF), which is the Luxembourg competent authority for the purpose of Directive 2003/71/EC, as amended (the Prospectus Directive), as a Prospectus. Application has been made for the Notes to be admitted to listing on the official list and trading on the Luxembourg Stock Exchange’s regulated market. The CSSF gives no undertaking as to the economic and financial soundness of the transaction and the quality or solvency of the Issuer in line with the provisions of article 7(7) of the Luxembourg Law on prospectuses for securities. An investment in the Notes involves certain risks. For a discussion of these risks, see ‘‘Risk factors’’. The Notes have not been, and will not be, registered under the United States Securities Act of 1933 (the Securities Act) and are subject to United States tax law requirements. The Notes are being offered outside the United States by the Managers (as defined in ‘‘Subscription and sale’’) in accordance with Regulation S under the Securities Act (Regulation S), and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes will be in registered form in the denomination of U.S.$200,000 plus integral multiples of U.S.$1,000 in excess thereof. The Notes may be held and transferred, and will be offered and sold, in the principal amount of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. The Notes will be represented by a global registered note certificate (the Global Note Certificate) registered in the name of Citvic Nominees Limited as nominee for, and deposited with, a common depositary for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, socie´te´ anonyme, Luxembourg (Clearstream Luxembourg). Individual note certificates (Individual Note Certificates) evidencing holdings of Notes will only be available in certain limited circumstances. See ‘‘Summary of provisions relating to the Notes in global form’’. The Notes are expected to be rated Ba1 by Moody’s Investor Service (Moody’s) which is established in the EEA and registered under Regulation (EU) No 1060/2009, as amended (the CRA Regulation). A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Joint Lead Managers and Bookrunners BARCLAYS BMCE CAPITAL BNP PARIBAS CITIGROUP 26 November 2013 CONTENTS Page IMPORTANT NOTICES......................................................................................................................... 3 PRESENTATION OF FINANCIAL AND OTHER INFORMATION ........................................ 5 EXCHANGE RATES .............................................................................................................................. 7 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ..... 8 OVERVIEW............................................................................................................................................... 9 RISK FACTORS ....................................................................................................................................... 12 DOCUMENT INCORPORATED BY REFERENCE...................................................................... 30 TERMS AND CONDITIONS OF THE NOTES ............................................................................... 31 SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM............. 41 USE OF PROCEEDS............................................................................................................................... 43 SELECTED FINANCIAL INFORMATION ...................................................................................... 44 FINANCIAL REVIEW............................................................................................................................ 48 DESCRIPTION OF THE GROUP ....................................................................................................... 70 RISK MANAGEMENT........................................................................................................................... 86 MANAGEMENT AND EMPLOYEES................................................................................................ 96 THE KINGDOM OF MOROCCO........................................................................................................ 106 BANKING INDUSTRY AND REGULATION IN MOROCCO .................................................. 110 TAXATION ............................................................................................................................................... 115 SUBSCRIPTION AND SALE................................................................................................................ 118 GENERAL INFORMATION ................................................................................................................ 122 FINANCIAL STATEMENTS AND AUDITORS’ REPORTS ....................................................... F-1 2 IMPORTANT NOTICES This Prospectus comprises a prospectus for the purposes of the Prospectus Directive (as defined above) and for the purpose of giving information with regard to the Issuer, the Issuer and its subsidiaries taken as a whole (the Group) and the Notes which, according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer. The Issuer accepts responsibility for the information contained in this Prospectus (including, for the avoidance of doubt, the English translation of the auditor’s report and audited consolidated annual financial statements for the year ended 31 December 2011 of the Issuer, which are incorporated by reference in this Prospectus) and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus to the best of its knowledge is in accordance with the facts and contains no omission likely to affect its import. The Issuer does not accept any responsibility for the accuracy of the third party information defined in the paragraph below, nor has the Issuer independently verified any such information. Information contained in this Prospectus under the headings ‘‘Risk factors’’, ‘‘Financial review’’, ‘‘Description of the Group’’, ‘‘The Kingdom of Morocco’’ and ‘‘Banking industry and regulation in Morocco’’ and identified as such was derived from the Haut Commissariat au Plan (the HCP), the International Monetary Fund (the IMF), Bank Al-Maghrib and Moody’s (in the case of ‘‘Risk factors’’), the HCP, the IMF and Groupement Professionnel des Banques du Maroc (the Moroccan Banks’ Association) (in the case of ‘‘Financial review’’), the IMF, Bank Al-Maghrib, The Moroccan Banks’ Association and the CIA World Factbook (in the case of ‘‘Description of the Group’’), the HCP, the Ministry of Economy and Finance, Fitch Ratings Limited (Fitch), Moody’s and Standard & Poor’s Ratings Services (S&P) (in the case of the ‘‘The Kingdom of Morocco’’) and Bank Al-Maghrib and the Moroccan Banks’ Association (in the case of ‘‘Banking industry and regulation in Morocco’’). The Issuer confirms that this information has been accurately reproduced and, so far as the Issuer is aware and is able to ascertain from information available from such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading. The Issuer has not authorised the making or provision of any representation or information regarding the Issuer or the Notes other than as contained in this Prospectus or as approved for such purpose by the Issuer. Any such representation or information should not be relied upon as having been authorised by the Issuer or the Joint Lead Managers. Neither the Joint Lead Managers nor any of their respective affiliates have authorised the whole or any part of this Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in this Prospectus. Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall in any circumstances create any implication that there has