Bank of Africa : Note d'opération de l emprunt subordonné (version anglaise).
Bank of Africa : Note d'opération de l emprunt subordonné (version anglaise). The primary aim of this transaction is to: • Enable BANK OF AFRICA to bolster its current level of regulatory capital and, as a result, strengthen its capital adequacy ratio • Finance the Bank's organic growth in Morocco and overseas • nticipate changes to regulatory requirements in those countries in which it has operations. 1. Features of Tranche A subordinated notes (fixed-rate,10-year maturity, not listed on the Casablanca Stock Exchange) Subordinated notes not listed on the Casablanca Stock Exchange, in non- physical form, and registered in a financial intermediary's account at Maroclear, 100% of the nominal value i.e. MAD 100,000 at the subscription date 100% of the nominal value i.e. MAD 100,000 at the repayment date French auction method with priority given to Tranche A (fixed rate) and then The nominal interest rate will be based on the benchmark yield for 10-year Treasury bonds traded on the secondary market as published by Bank Al- Maghrib 22/06/2022, plus a risk premium of between 75 and 85 basis points. In the event of BANK OF AFRICA's winding up, repayment of the capital and interest in respect of the subordinated securities issued will only occur after all preferred stockholders and common stockholders have been repaid. BANK OF AFRICA shall undertake, until all such securities have effectively been repaid, to not prioritise other subordinated securities which it may subsequently issue, in terms of their repayment ranking in the event of the company's winding up, without granting the same rights to this loan's subordinated securities.
Opublikowany : 3 lata temu za pomocą MarketScreener w Finance Markets
Subordinated debt issue of up to MAD 1,000,000,000 The prospectus approved by the AMMC comprises:
• BANK OF AFRICA's reference document for the 2021 financial year, registered by the AMMC 16 June 2022 with reference Based on the benchmark yield for 10-year Treasury bonds traded on the secondary Nominal interest rate market as published by Bank Al-Maghrib 22 June 2022, plus a risk premium of between 75 and 85 basis points For the first year, the nominal interest rate will be the full 52-week money market rate based on the benchmark yield for Treasury bonds traded on the secondary market as published by Bank Al- Maghrib 22 June 2022, plus a risk premium of between 70 and 80 basis points No specific guarantee is provided under the terms of this issue French auction method with priority given to Tranche A (fixed rate) and then tranche B (rate Subscription is strictly reserved for the Moroccan qualified investors listed in this offer document. In accordance with the provisions of the AMMC circular published in application of Article 5 of Dahir No. 1-12-55 of 28 December 2012 promulgating Act No. 44-12 relating to public offerings and information required of legal entities and organisations making a public offering, this prospectus has been approved by the AMMC 16 June 2022 with reference number VI/EM/015/2022. This offer document forms only part of the prospectus approved by the AMMC. The latter comprises the following documents:
• BANK OF AFRICA's reference document for the 2021 financial year, registered by the AMMC 16 June 2022 with reference number EN/EM/009/2022.
16 June 2022, the Moroccan Capital Markets Authority (AMMC) approved the prospectus with reference number VI/EM/015/2022 related to BANK OF AFRICA's subordinated debt issue. A subordinated note differs from a classic bond in terms of the rank of claims contractually defined by the subordination clause. The effect of the subordination clause is, in the event of the issuer's winding up, to subordinate the repayment of the note to that of all preferred and common stockholders.
• BANK OF AFRICA's reference document for the 2021 financial year, registered by the AMMC 16 June 2022 with reference number EN/EM/009/2022. The AMMC-approved prospectus is available at any time:
• At BANK OF AFRICA's head office at 140 Boulevard Hassan II, Casablanca and on its website at and
• From its advisory institution, BMCE Capital Conseil at 63 Boulevard Moulay Youssef, Casablanca. The prospectus is available to the general public on the AMMC's website at www.ammc.ma. This summary offer document has been translated by Intelligent Lingua Limited for which the said translator and BANK OF AFRICA are jointly responsible. In the event of any discrepancy between the contents of this summary offer document and that of the AMMC- approved prospectus, the latter alone shall be deemed authoritative.
BANK OF AFRICA envisages issuing 10,000 subordinated notes, each with a nominal value of 100,000 dirhams. The overall amount issued will be 1,000,000,000 dirhams, broken down as follows:
• 10-year maturity, a fixed rate, not listed on the Casablanca Stock Exchange, with repayment of the principal at maturity, for up to 1,000,000,000 dirhams, the nominal value of each security being 100,000 dirhams (' ).
• 10-year maturity, a rate revised annually, not listed on the Casablanca Stock Exchange, with repayment of the principal at maturity, for up to 1,000,000,000 dirhams, the nominal value of each security being 100,000 dirhams (' ). The total amount allotted to Tranches A and B must not under any circumstance exceed 1,000,000,000 dirhams. Complying with the decision of the Annual General Meeting of 29 June 2021 and with the provisions of Article 298 of Act No. 17-95, in the event that the subordinated debt issue is not fully subscribed, the amount issued will be limited to the actual subscription amount. Subscription is strictly reserved for the Moroccan qualified investors mentioned in this offer document. The reason for restricting subscriptions to Moroccan qualified investors is to make it easier to manage subscriptions on the primary market. Any investor wishing to acquire notes may of course do so on the secondary market. The primary aim of this transaction is to:
• Enable BANK OF AFRICA to bolster its current level of regulatory capital and, as a result, strengthen its capital adequacy ratio
• Finance the Bank's organic growth in Morocco and overseas
• nticipate changes to regulatory requirements in those countries in which it has operations. In accordance with Bank Al-Maghrib's Circular No. 14/G/2013, as amended and completed, as to how credit institutions should calculate regulatory capital, the funds raised from this transaction will be classified as supplementary (Tier 2) capital.
A subordinated note differs from a classic bond in terms of the rank of claims contractually defined by the subordination clause. The effect of the subordination clause is, in the event of the issuer's winding up, to subordinate the repayment of the note to that of all preferred and common stockholders. 1. Features of Tranche A subordinated notes (fixed-rate,10-year maturity, not listed on the Casablanca Stock Exchange) Subordinated notes not listed on the Casablanca Stock Exchange, in non- physical form, and registered in a financial intermediary's account at Maroclear, 100% of the nominal value i.e. MAD 100,000 at the subscription date 100% of the nominal value i.e. MAD 100,000 at the repayment date French auction method with priority given to Tranche A (fixed rate) and then The nominal interest rate will be based on the benchmark yield for 10-year Treasury bonds traded on the secondary market as published by Bank Al- Maghrib 22/06/2022, plus a risk premium of between 75 and 85 basis points. In the event that the benchmark yield for 10-year Treasury bonds is not directly observable on the curve, the benchmark yield will be determined by the linear interpolation method, using both the opening and the closing values This benchmark yield will be published 22/06/2022 by BANK OF AFRICA on its website and in a journal containing legal notices 22/06/2022. Interest will be paid annually on the anniversary of the loan's cum-coupon date i.e. 29 June each year. Payment will be made on that day or the first business day after 29 June if the latter is not a business day. Interest on the subordinated notes will cease to accrue from the date that the capital is repaid by BANK OF AFRICA. Deferment of interest is not possible under the terms of this transaction. Interest will be calculated as per the following formula: For Tranche A, not listed on the Casablanca Stock Exchange, the principal will
In the event that a merger, demerger or partial contribution of BANK OF AFRICA's assets occurs during the loan term, resulting in a universal transfer of the assets to a separate legal entity, the rights and obligations in respect of the subordinated notes shall be automatically transferred to the legal entity substituting for BANK OF AFRICA's rights and obligations. The repayment of the capital is, in the event of BANK OF AFRICA's winding up, subordinate to all claims by preferred and common stockholders. No restriction is imposed under the terms of the issue on the free tradability of the subordinated notes. Subordinated notes issued in the context of this transaction will not be assimilated into subordinated notes previously issued. In the event that BANK OF AFRICA were to subsequently issue new securities with identical rights in every aspect to those of this issue, it may, without requiring the bearers' consent, provided that the issue contracts so allowed, assimilate all the securities of the subsequent issues, thereby unifying all transactions as far as their management and trading are concerned. The capital and interest are subject to a subordination clause. Application of this clause does not in any way infringe the legal rules relating to the accounting principles for appropriating losses, shareholders' obligations and subscribers' rights to obtain payment for their securities in capital and interest. In the event of BANK OF AFRICA's winding up, repayment of the capital and interest in respect of the subordinated securities issued will only occur after all preferred stockholders and common stockholders have been repaid. These subordinated securities will rank alongside all other subordinated loans which have already been or may subsequently be issued by BANK OF AFRICA in Morocco and overseas, pro-rata to their amount, where applicable. BANK OF AFRICA shall undertake, until all such securities have effectively been repaid, to not prioritise other subordinated securities which it may subsequently issue, in terms of their repayment ranking in the event of the company's winding up, without granting the same rights to this loan's subordinated securities. No specific guarantee is provided under the terms of this issue. BANK OF AFRICA has not solicited a credit rating for the issued securities. A meeting of the Board of Directors 15 June 2022 appointed Mr Hamad JOUAHRI as the noteholders' interim representative. It is specifically stipulated that the aforementioned interim representative will be identical for Tranches A and B, which are grouped together within the same and single entity. In addition, the interim representative will convene a general meeting of the noteholders, within 6 months of the subscription period's closing date, to appoint a permanent representative, in accordance with the terms by which they are able to access and exercise their rights as well as any incompatibility provided for in Articles of 301(i) and 301(ii) of Act No. 17-95 relating to public limited companies, as amended and completed. The Board of Directors, meeting 15 June 2022, set, as required, the interim representative's annual remuneration at 100,000 dirhams (inclusive of all taxes). The public will be informed of the representative's remuneration when the notice convening the general meeting of noteholders is published. In accordance with Article 302 of the aforementioned Act, the noteholders' representative is entrusted with powers to carry out any necessary management action on the noteholders' behalf and to protect their shared interests, unless a general meeting of noteholders has decided to curtail those powers. There are no shareholding or business ties between BANK OF AFRICA and Mr Hamad Jouahri.
Tematy: Africa