Managem
Summary of the Information Package related to the Update of the Commercial Paper
Issue Program
Date of initial implementation of the Program | December 2017 |
Date of last program update | December 2020 |
Ceiling of the issue program | MAD1 000,000,000 |
Financial Advisor | Placement Agent |
ATTIJARI FINANCES CORP. | ATTIJARIWAFA BANK |
Registration of the Moroccan Capital Market Authority (AMMC)
In accordance with the provisions of the circular of the Moroccan Capital Market Authority (AMMC), this Reference Document was registered by the AMMC on December 6, 2021 under the reference EN/EM/031/2021.
This Reference Document can be used as a basis for canvassing or for collecting orders as part of a financial operation only if it is part of a prospectus duly approved by the AMMC.
Annual Update of the Information Package on the Commercial Paper Issue Program:
As of the registration date of the reference document, the AMMC has approved the annual update of the information package relating to the commercial paper issue program. The said file is composed of:
- The reference document;
- The note relating to the commercial paper issue program registered by the AMMC on December 30,2019 under the reference EN/EM/027/2019 and available via the following link:
- http://www.ammc.ma/sites/default/files/Note_BT_Managem_027_2019_0.pdf
The said update was approved by the AMMC on December 6, 2021 under the reference VI/EM/034/2021.
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DISCLAIMER
On December 6, 2020, the Moroccan Capital Market Authority (AMMC) approved an information package relating to the issuance of commercial paper by Managem.
The information package approved by the AMMC is available at any time at Managem's headquarters, on Managem's website (http://www.managemgroup.com/medias/communiques-et-publications-0) and from the financial advisor. It is also available within a maximum period of 48 hours from the order-collecting institutions.
The information package is available to the public on the AMMC website www.ammc.ma. It is also available on the Casablanca Stock Exchange's 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 information package, only the approved information package shall prevail.
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Part I: Presentation of the operation
I.1. OVERALL CHARACTERISTICS OF THE OPERATION
In accordance with the provisions of Article 15 of Law 35-94 promulgated by Dahir 1-95-3 of Shaʽban 24, 1415 (January 26, 1995) and Order 2560-95 of the Minister of Finance and Foreign Investment of October 9, 1995 relating to negotiable debt securities (NDS), Managem S.A. issues commercial paper to the public, bearing interest and representing a right to claim for a period of less than or equal to one year.
The Board of Directors, meeting on September 18, 2017, authorized the issuance of Commercial Paper with a ceiling of MAD 1,000,000,000 and granted full powers to Mr. Imad Toumi, Chairman and Chief Executive Officer of Managem S.A., to define the characteristics of each issue carried out under the program.
To this end, Managem S.A. will issue commercial paper to the public, bearing interest to represent a debt claim, for a term of less than or equal to one year.
In accordance with the provisions of Article 15 of Law 35-94 promulgated by Dahir 1-95-3 of Shaʽban 24, 1415 (January 26, 1995) and Order 2560-95 of the Minister of Finance and Foreign Investment of October 9, 1995 relating to negotiable debt securities, Managem S.A. has prepared this information package with the Advisory Body relating to its business, economic and financial situation and its issuance program.
Pursuant to article 17 of said law, and as long as the negotiable debt securities are in circulation, this file will be updated annually within 45 days after the Ordinary Shareholders' Meeting called to approve the financial statements for the last financial year.
Pursuant to the provisions of the second paragraph of Article 17 of Law 35-94, Managem S.A. will update our notice relating to the commercial paper issuance program at least 15 days prior to the effective date of any change in the characteristics of said program.
Managem S.A. will immediately update the information package in the case of any event likely to have an impact on changes in the price of the securities issued or on the successful completion of the issuance program.
I.2. OBJECTIVES OF THE OPERATION
Managem S.A. aims to issue commercial paper to:
- optimize the cost of short-term financing by partially replacing existing bank loans with commercial paper;
- meet its one-off cash requirements;
- diversify sources of financing.
I.3. TARGET INVESTORS OF THE PROGRAM
The investors targeted by issuance under the Commercial Paper Program are as follows:
- Individuals or legal entities, resident or non-resident of Moroccan or foreign nationality.
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I.4. PROGRAM CHARACTERISTICS
Program Ceiling | MAD1 000 000 000 | ||
Distribution of the overall ceiling | |||
among different types of instruments | Not Applicable | ||
or tranches | |||
Authorized duration of the issuance | Undefined | ||
program | |||
Source: Managem | |||
I.5. CHARACTERISTICS OF THE SECURITIES TO BE ISSUED | |||
Nature of securities | Dematerialized Negotiable Debt Securities by registration with the Central | ||
Depository (Maroclear) and registered in accounts with authorized affiliates. | |||
Face value per unit | MAD100 000 | ||
The maximum outstanding amount (in | 1 000 000 000 MAD | ||
value) | |||
Maximum outstanding (in securities) | 10 000 | ||
Legal form of securities | Commercial papers out to bearer | ||
Maturity | Between 10 days et 12 months | ||
Interest Rate | Fixed for each issue depending on market conditions | ||
Interest | Post-counted | ||
Coupon Payment | In fine, at due date of each commercial paper | ||
Repayment | In fine, at due date of each commercial paper | ||
Commercial Paper Rank | The ranking is similar to an ordinary debt contracted by the Company. The | ||
commercial paper program is not subordinated to any other debt of the | |||
Company. | |||
Guarantee | The issuance program of commercial paper has no specific guarantee | ||
Rating | The issue is not rated | ||
Tradability | There are no restrictions imposed by the terms of issue on the marketability of | ||
the commercial paper issued. The securities are negotiable over-the-counter | |||
Vesting Date | To be defined at the time of each issue | ||
Maturity Date | To be defined at the time of each issue | ||
Assimilation Clause | Commercial paper issued is not assimilated to securities of a previous issue. | ||
Source: Managem |
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I.6. PLACEMENT SYNDICATE AND FINANCIAL INTERMEDIARIES
Type of financial intermediaries | Entity | Address | ||
Financial Advisor | Attijari Finances Corp. | 163, Avenue Hassan II | ||
Casablanca | ||||
Placement Agent | Attijariwafa bank | 2, boulevard Moulay Youssef | ||
Casablanca | ||||
Account holding institution | Attijariwafa bank | 2, boulevard Moulay Youssef | ||
Casablanca | ||||
Securities financial services | Attijariwafa bank | 2, boulevard Moulay Youssef | ||
Casablanca | ||||
Source: Managem
Attijari Finances Corp. is a 100.0% subsidiary of Attijariwafa bank, which has the same reference shareholder as Managem, namely AL MADA.
I.7. SUBSCRIPTION PERIOD
Each time Managem S.A. shows a cash need, Attijariwafa bank will open the subscription period at least 3 working days before the dividend entitlement date.
It should be noted that the subscription period could be closed early as soon as the placement of the entire issue has been completed.
I.8. IDENTIFICATION OF SUBSCRIBERS
Prior to the completion of the subscription, the placement institution must ensure that the subscriber's representative has the capacity to act either in their capacity as legal representative or under a power of attorney at their disposal.
The placement agent must ensure that the subscriber belongs to one of the categories defined below. To this end, they must obtain a copy of the document certifying this and attach it to the subscription form.
Category | Documents to be attached | |
Associations | Photocopy of the Articles of Association and photocopy of the receipt of | |
the file deposit | ||
Minor Children | Photocopy of the page of the family record book attesting to the child's | |
date of birth | ||
UCITS under Moroccan law | Photocopy of the approval decision attesting that it belongs to this category. | |
• For Mutual Funds, the number of the certificate of deposit at the court | ||
registry; | ||
▪ • For Investment companies with variable capital (SICAVs), the number of | ||
the commercial register and the certificate of deposit at the court registry. | ||
Foreign legal entities | Model of entries in the commercial register or equivalent | |
Moroccan legal entities | Model of entries in the commercial register | |
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Managem SA published this content on 08 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 December 2021 13:46:01 UTC.