Agence Nationale Des Ports - ANP Prospectus Summary ISSUANCE of BONDS Total Amount of Issue: 1 000 000 000 MAD

Agence Nationale des Ports - ANP Prospectus Summary ISSUANCE OF BONDS Total amount of issue: 1 000 000 000 MAD Tranche A Tranche B Operation Ceiling 1 000 000 000 MAD Ceiling per tranche 300 000 000 MAD 700 000 000 MAD Maximum number of 3 000 7 000 Securities Nominal value in dirhams 100 000 Maturity 10 years 15 years Annually adjustable Fixed with reference to the full 52-week rate computed on the basis of the determined on the basis of the treasury treasury bond secondary market bond secondary market benchmark benchmark curve published by Bank Rate curve published by Bank Al Maghrib on Al Maghrib on May 15th , 2019, with May 15th, 2019 plus a risk a 15-year maturity (with constant Premium. linear repayment terms For the first year, the rate is 2, 32% plus The rate is 3,01% plus a risk a risk premium. i.e. a rate between Premium. i.e. a rate between 3,91% 3,02% and 3,12% and 4,01% Risk premium [70-80 pbs] [90-100 pbs] Negotiability of securities Over-the-counter (unlisted) Repayment method Constant linear amortization Allocation method French method (auction) with possibility of transfer between the two tranches Subscription reserved for qualified Moroccan investors as listed in the prospectus Subscription period: From May 29th until 31st, 2019 included With the possibility of early closing on May 30th, 2019 Domiciliary establishment Consulting and Overall Placement agency providing Coordinator financial service to the issuer Approval of the Moroccan Capital Market Authority (AMMC) In accordance with the provisions of the AMMC Circular, adopted pursuant to Article 14 of the Dahir establishing Law No.1-93-212, dated 21 September 1993, as amended and supplemented, the original of the actual prospectus has been approved by the AMMC on May 22nd 2019 under reference VI/EM/006/2019. Issuance of a bond loan – Agence Nationale Des Ports DISCLAIMER The Moroccan Capital Market Authority (AMMC) has approved, on May 22nd 2019, a prospectus related to the issuance of bond of a maximum amount of MAD 1 000,000,000 by the Agence Nationale des Ports (ANP). The Prospectus approved by the AMMC is available at any time at the headquarters of the ANP, with its financial advisor and with its placement agent. The prospectus is also made available to the public on the AMMC website www.ammc.ma and the ANP website www.anp.org.ma . Issuance of a bond loan – Agence Nationale Des Ports I. PRESENTATION OF THE OPERATION A. FRAMEWORK OF THE OPERATION After acknowledging the need for additional financing, the ANP Board of Directors has authorized on July the 6th , 2018 one or more bonds loans to be issued in one or several tranches, up to a maximum of one billion (1,000,000,000) dirhams, and decided to limit the bond issue (s) to the subscriptions received during the issue or the several issues. The Board shall fully empower the Chief Executive Officer to issue the bond(s) on such dates as she shall deem appropriate, to set all the terms and conditions of the bond(s) loan up to a total amount of one billion (1,000,000,000) dirhams and to take all necessary decisions and actions during issuances procedures; all within the framework of the applicable legal and regulatory provisions. Following the above mentioned authorization and delegation, the Board of Directors has given to the Chief Executive Officer to prepare the information documents, to represent the ANP with a view to requesting authorizations and visas from the competent authorities and carry out all the formalities required by law and necessary for the issue of one or more tranches. Also, on August 15th, 2018, the Minister of Finance authorized the ANP the bond loan issue intended for financing a part of the investment program of the ANP for the period 2018-2022. Accordingly, The Direction des Enterprises Publiques et de la Privatisation (DEPP) has agreed, on October 24th, 2018, for the loan raise according to the schedule considered appropriate by the Agency. Finally, on May 17th 2019, the ANP Chief Executive Officer set the conditions and characteristics of the said bond loan issue, as listed in this prospectus. Moreover, these characteristics were validated by the DEPP on May 9th 2019. B. OBJECTIVES OF THE BOND ISSUES As a Port Authority, the ANP watches over the establishment and sustainability of a constant drive to transform port platforms into an efficient and competitive logistics core. This objective implies the setting up by the ANP of a whole program aimed at: . The development and promotion of port facilities ; . The police, safety and security in ports ; . Regulating activities and port operators ; . Training to ensure the constant upgrading and qualification of human resources in the national port sector. The achievement of this objective requires the strengthening of the Agency's financial capacity to allow it to pursue its action and to align its choices with the guidelines laid down by the Government, particularly those related to the development strategy for the port sector by 2030. In that context, the ANP plans to carry out an investment program arising from the strategic planning cycle 2019-2021, amounting to MAD 3.1 billion (VAT inclusive), including major investment projects whose implementation remains dependent on the mobilization as a result of both internal and external financing. The ANP intends to diversify its sources of financing by opting for a bond issue in order to take advantage of the current bond market situation and therefore : . Capitalize on the success of the first bond issuance . benefit from favorable leverage on the return on equity; . optimize the cost of debt by leveraging lower interest rates; Issuance of a bond loan – Agence Nationale Des Ports . strengthen the balance sheet by complementing long-term debt; . limit exposure to currency risk by strengthening its debt share in dirhams ; Summary table of the to-be-acquired assets The 2019-2021 investment program concerns both infrastructures and equipments, and it amounts to 3,157 MMAD over the period considered. Total Project Costs Main projects (in MMAD) Reinforcement of protective works in Nador Port 204 North service extension: Roads and distribution networks at the port of Casablanca 120 Liquid hydrocarbon pipelines work construction and the auxiliary facilities at the port 120 of Jorf Lasfar Construction of the headquarters of the ANP 120 Deepening of the access channel and basins in Nador Port 72 Construction works of the buildings of the new ZCN at the port of Casablanca 72 Jebha Port extension : Docking and median works 70.8 Supply, installation and commissioning of two telescopic bridges for the new cruise 68.4 terminal at the port of Casablanca North service Extension: ZENATA Dry Port Development Works 60 Breakwater reinforcement works at the port of Casablanca 60 Construction of a ferry terminal and fixed bridge at the port of Casablanca 60 Community Building Construction: Lot 2 60 Protective work, by abandoned tetrapods at the port, of the embankment on the sea side of the quay of the extra-muros area of the port located at the northern access port 54 of Jorf Lasfar Other projects 2,016.3 TOTAL 3,157.5 The resources to finance the investment program will be in the form of self-financing and external financing including the bond issue. The investment program will be financed according to quotations preserving the financial balance of the ANP, decided as follows: . 68% by external financing, i.e. 2,150 million DHS; . 32% by self-financing of the ANP projected over the period 2019-2021 Issuance of a bond loan – Agence Nationale Des Ports C. STRUCTURE OF THE TENDER The bond issue referred to in this Prospectus will be issued in 2 tranches: An unlisted Tranche A at an annually reviewable rate, with a 10-years maturity The over-the-counter negotiable tranche will be repayable by constant amortization over a 10-years period and will cover a maximum amount of MAD 300,000,000 with a nominal value of MAD 100,000 per bond. The rate is adjustable annually, with reference to the full 52-week rate (monetary rate) determined on the basis of the Treasury bond secondary market reference rate curve. For the first year, the nominal interest rate for this tranche is the full monetary rate of the 52-week Treasury Bonds calculated on the basis of the Treasury bond secondary market benchmark curve published on May 15th, 2019, i.e. 2, 32% increased by a risk premium between 70 and 80 basis points, i.e. a rate between 3,02% and 3,12%. For the following years, and this 5 business days prior to the Coupon Payment Date, the 52-week Reference Rate (Money Base) will be determined on the basis of the last Treasury Secondary bond Market Reference Rate curve as published by Bank Al Maghrib. The reference rate thus obtained will be increased by the risk premium retained at the time of the auction. An unlisted tranche B at a fixed rate, with a 15-year maturity The over-the-counter negotiable tranche will be repayable by constant amortization over a 15-years period and will cover a maximum amount of 700,000,000 with a nominal value of MAD 100,000 per bond. The nominal interest rate is a fixed rate , computed on the basis of the treasury bond secondary market benchmark curve published by Bank Al Maghrib on May 15th , 2019, with a 15-year maturity (with constant linear repayment terms), i.e. 3,01% increased by a risk premium of between 90 and 100 basis points i.e a rate between 3,91% and 4,01% .

Load more