اﻟﻤﻤﻠﻜﺔ اﻟﻤﻐﺮﺑﯿﺔ the Kingdom of Morocco
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اﻟﻤﻤﻠﻜﺔ اﻟﻤﻐﺮﺑﯿﺔ THE KINGDOM OF MOROCCO U.S.$750,000,000 2.375% Notes due 2027 - Issue price: 99.763% U.S.$1,000,000,000 3.000% Notes due 2032 - Issue price: 99.570% U.S.$1,250,000,000 4.000% Notes due 2050 - Issue price: 100.000% The U.S.$750,000,000 2.375% Notes due 2027 (the “2027 Notes”), the U.S.$1,000,000,000 3.000% Notes due 2032 (the “2032 Notes”) and the U.S.$1,250,000,000 4.000% Notes due 2050 (the “2050 Notes” and, collectively with the 2027 Notes and the 2032 Notes, the “Notes”) to be issued by the Kingdom of Morocco (the “Issuer”, the “Kingdom” or “Morocco”), will mature on 15 December 2027, in respect of the 2027 Notes, on 15 December 2032, in respect of the 2032 Notes, and on 15 December 2050, in respect of the 2050 Notes, and, unless previously purchased and cancelled, will be redeemed at their principal amount on that date. See “Terms and Conditions of the Notes—5. Redemption, Purchase and Cancellation”. The 2027 Notes will bear interest from and including 15 December 2020 (the “Issue Date”) at a rate of 2.375% per annum payable semi-annually in arrear on 15 June and 15 December in each year, commencing on 15 June 2021. The 2032 Notes will bear interest from and including the Issue Date at a rate of 3.000% per annum payable semi-annually in arrear on 15 June and 15 December in each year, commencing on 15 June 2021.The 2050 Notes will bear interest from and including the Issue Date at a rate of 4.000% per annum payable semi-annually in arrear on 15 June and 15 December in each year, commencing on 15 June 2021. 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. SEE “RISK FACTORS” 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 (“Rule 144A”) 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”) has been approved by the Commission de Surveillance du Secteur Financier (the “CSSF”), as competent authority under Regulation (EU) 2017/1129 (the “Prospectus Regulation”). This Prospectus constitutes a prospectus for the purposes of the Prospectus Regulation and has been drawn up in accordance with Article 6 of the Prospectus Regulation. The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or the quality of the Notes that are the subject of this Prospectus and investors should make their own assessment as to the suitability of investing in the Notes. The CSSF gives no undertaking as to the economic and financial soundness of the transaction or the quality or solvency of the Issuer. Application has 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 Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments (as amended, “MiFID II”). There is no assurance that a trading market in the Notes will develop or be maintained. The Issuer also intends to apply for the Notes to be listed and admitted to trading on the regulated market of the London Stock Exchange plc, together with an admission to trading on the Market of the Luxembourg Stock Exchange. See “Notification to Competent Authority in Other EEA Member States”. This Prospectus is valid for 12 months from its date. The obligation of the Issuer to supplement this Prospectus in the event of a significant new factor, material mistake or material inaccuracy will cease to apply once the Notes have been admitted to the Market and at the latest when the Prospectus is no longer valid. 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. Notes of each series that are offered in reliance on Regulation S will be represented by beneficial interests in an unrestricted global note certificate (each, a “Regulation S Global Note”) in registered form without interest coupons attached, which will be registered in the name of a nominee for, and shall be deposited on or about the Issue Date with a common depositary for, Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream, Luxembourg”). Beneficial interests in each Regulation S Global Note will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream, Luxembourg and their participants. Notes of each series that are offered in reliance on Rule 144A will initially be represented by a restricted global note certificate (each, a “Rule 144A Global Note” and, the Rule 144A Global Notes 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 Note will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. See “Clearing and Settlement Arrangements”. 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 in Global Form”. Long-term foreign-currency debt of the Kingdom is currently rated BBB- with a negative outlook by S&P Global Ratings Europe Limited (“S&P”) and BB+ with a stable outlook by Fitch Ratings Limited (“Fitch”). The Notes are expected to be rated BBB- by S&P and BB+ by 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—Other Risks Relating to the Kingdom—The Kingdom’s Credit Rating”. Joint Lead Managers Barclays BNP Paribas J.P. Morgan NATIXIS The date of this Prospectus is 14 December 2020. 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 the Kingdom is included herein as a public official statement made on the authority of the Ministry of Economy, Finance and Administration Reform.