Obligation MorocCo 4.25% ( XS0850020586 ) en USD

MorocCo

100 % ▼

Maroc

XS0850020586 ( en USD )

4.25% par an ( paiement semestriel )

10/12/2022 - Obligation échue

Prospectus brochure de l'obligation Morocco XS0850020586 en USD 4.25%, échue

200 000 USD

1 500 000 000 USD

Le Maroc est un pays d'Afrique du Nord bordé par l'océan Atlantique, la mer Méditerranée et l'Algérie, connu pour sa culture diversifiée berbère et arabe, son climat varié allant du désert au littoral, et son histoire riche marquée par des influences romaines, françaises et musulmanes.

L'Obligation émise par MorocCo ( Maroc ) , en USD, avec le code ISIN XS0850020586, paye un coupon de 4.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/12/2022

THE KINGDOM OF MOROCCO
U.S.$1,000,000,000 4.25% Notes due 2022
Issue price: 99.228%
U.S.$500,000,000 5.50% Notes due 2042
Issue price: 97.464%
The U.S.$1,000,000,000 4.25% Notes due 2022 (the "2022 Notes") and the U.S.$500,000,000 5.50% Notes due 2042 (the "2042 Notes" and, together with the
2022 Notes, the "Notes") to be issued by the Kingdom of Morocco (the "Issuer", the "Kingdom" or "Morocco"), will mature and be redeemed at their principal
amount on 11 December 2022, in respect of the 2022 Notes, and 11 December 2042, in respect of the 2042 Notes, unless previously purchased and cancelled. See
"Terms and Conditions of the Notes--5. Redemption, Purchase and Cancellation".
The 2022 Notes will bear interest from and including 11 December 2012 (the "Issue Date") at a rate of 4.25% per annum and will be payable semi-annually in
arrear on 11 June and 11 December in each year. The first payment of interest in respect of the 2022 Notes will be made on 11 June 2013. The 2042 Notes will
bear interest from and including the Issue Date at a rate of 5.50% per annum and will be payable semi-annually in arrear on 11 June and 11 December in each year.
The first payment of interest in respect of the 2042 Notes will be made on 11 June 2013. 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
PROSPECTIVE INVESTORS SHOULD CONSIDER THE FACTORS DESCRIBED
UNDER THE SECTION HEADED "RISK FACTORS" IN THIS PROSPECTUS.
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
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") constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC, as amended by Directive 2010/73/EU (the
"Prospectus Directive"). Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority,
under the Law on Prospectuses for Securities, to approve this document as a prospectus. The CSSF gives no undertaking as to the economic and financial
soundness of the transaction or the quality or solvency of the Issuer in accordance with Article 7(7) of the Law on Prospectuses for Securities. Application has also
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 the Markets in Financial Instruments Directive 2004/39/EC. There is no assurance that a trading market in the Notes will develop or be
maintained.
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.
The Regulation S Notes will be represented by beneficial interests in unrestricted global note certificates (the "Regulation S Global Notes") in registered form
without interest coupons attached, which will be registered in the name of Citivic Nominees Limited, as nominee for, and shall be deposited on or about the Issue
Date with, Citibank Europe plc, as common depositary for, and in respect of interests held through, Euroclear Bank SA/NV ("Euroclear") and Clearstream
Banking, société anonyme ("Clearstream, Luxembourg"). Beneficial interests in the Regulation S Global Notes will be shown on, and transfers thereof will be
effected only through, records maintained by Euroclear and Clearstream, Luxembourg and their participants.
The Rule 144A Notes will initially be represented by restricted global note certificates (the "Rule 144A Global Notes" and, 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 Notes
will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. See "Clearing and Settlement". 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 while in Global Form".
Long-term foreign-currency debt of the Kingdom is currently rated BBB- with a negative outlook by Standard & Poor's Credit Market Services Europe Limited
("S&P") and BBB- with a stable outlook by Fitch Ratings Limited ("Fitch"). The Notes are expected to be rated BBB- by each of S&P and 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--The Kingdom's Credit Rating".
Joint Lead Managers
Barclays
BNP PARIBAS
Citi
NATIXIS
The date of this Prospectus is 10 December 2012.

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 Morocco is included herein as a public official statement made
on the authority of the Ministry of Economy and Finance.
IMPORTANT NOTICE
No person has been authorised to give any information or to make any representation other than as contained in this
Prospectus in connection with the offering of the Notes and, if given or made, such information or representation must
not be relied upon as having been authorised by the Issuer or the Joint Lead Managers (as defined in "Subscription and
Sale"). Neither the delivery of this Prospectus nor any offer or sale of the Notes made hereunder shall, under any
circumstances, constitute a representation or create any implication that there has been no change in the affairs of the
Issuer since the date hereof. The Joint Lead Managers expressly do not undertake to review the financial condition or
affairs of the Issuer during the life of the Notes or to advise any investor in Notes of any information coming to their
attention. This Prospectus may only be used for the purpose for which it has been published.
The Joint Lead Managers have not separately verified the information contained in this Prospectus. Accordingly, no
representation, warranty or undertaking, express or implied, is made, and no responsibility or liability is accepted, by
the Joint Lead Managers as to the accuracy or completeness of the information contained in this Prospectus or any other
information provided by the Issuer in connection with the Notes or their distribution.
This Prospectus is not intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by the Kingdom or the Joint Lead Managers that any recipient of this Prospectus should purchase any
of the Notes. Each investor contemplating purchasing Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Kingdom. Neither this Prospectus
nor any other information supplied in connection with the Notes constitutes an offer or invitation by or on behalf of the
Kingdom or any of the Joint Lead Managers to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances imply
that the information contained herein concerning the Kingdom is correct at any time subsequent to the date hereof or
that any other information supplied in connection with the Notes is correct as of any time subsequent to the date
indicated in the document containing the same.
This Prospectus does not constitute an offer to sell or an offer to buy in any jurisdiction to any person to whom it is
unlawful to make the offer or solicitation in such jurisdiction, nor does this Prospectus constitute an offer or an
invitation to subscribe for or purchase any Notes and it should not be considered as a recommendation by the Issuer or
any Joint Lead Manager that any recipient of this Prospectus should subscribe for or purchase any Notes. The
distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted
by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Lead Managers to
inform themselves about and to observe any such restrictions. None of the Issuer or the Joint Lead Managers makes any
representation to any recipient of this Prospectus regarding the legality of an investment in the Notes by such recipient
under applicable investment or similar laws. Each investor should consult with its own advisers as to the legal, tax,
business, financial and related aspects of its purchase of the Notes. For a description of certain restrictions on offers,
sales and deliveries of Notes, see "Subscription and Sale" and "Transfer Restrictions".
The Notes have not been registered with, recommended by or approved or disapproved by the U.S. Securities
and Exchange Commission or any other securities commission or other regulatory authority in the United States,
nor have the foregoing authorities passed upon or endorsed the merits of the offering of the Notes or approved
this Prospectus or confirmed the accuracy or determined the adequacy of the information contained in this
Prospectus. Any representation to the contrary is a criminal offence in the United States.
i

IN CONNECTION WITH THE ISSUE OF THE NOTES, CITIGROUP GLOBAL MARKETS LIMITED (THE
"STABILISING MANAGER") (OR ANY PERSON ACTING FOR THE STABILISING MANAGER) MAY
OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET
PRICE OF THE NOTES IN EACH SERIES AT A LEVEL HIGHER THAN THAT WHICH MIGHT
OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER
(OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) WILL UNDERTAKE
STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON
WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IN EACH
SERIES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER
THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES IN EACH SERIES AND 60
DAYS AFTER THE DATE OF THE INITIAL ALLOTMENT OF THE NOTES IN EACH SERIES. ANY
STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILISING
MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND RULES.
This Prospectus has been prepared by the Issuer for use in connection with the offer and sale of the Notes outside the
United States, the resale of the Notes in the United States in reliance on Rule 144A under the Securities Act and the
admission of the Notes to the Official List and to trading on the Market. The Issuer and the Joint Lead Managers reserve
the right to reject any offer to purchase Notes, in whole or in part, for any reason. This Prospectus does not constitute an
offer to any person in the United States other than any QIB to whom an offer has been made directly by one of the Joint
Lead Managers or its U.S. broker-dealer affiliate. Distribution of this Prospectus to any person within the United States,
other than any QIB and those persons, if any, retained to advise such QIB with respect thereto, is unauthorised and any
disclosure without the prior written consent of the Issuer of any of its contents to any person within the United States,
other than any QIB and those persons, if any, retained to advise such QIB, is prohibited.
NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ("RSA 421
B") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A
FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED
UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR
THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT
WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO KINGDOM OF SAUDI ARABIA RESIDENTS
This Prospectus may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under
the Offers of Securities Regulations issued by the Capital Market Authority of the Kingdom of Saudi Arabia (the
"Capital Market Authority").
The Capital Market Authority does not make any representations as to the accuracy or completeness of this Prospectus,
and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this
Prospectus. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the
accuracy of the information relating to the securities. If a prospective purchaser does not understand the contents of this
Prospectus he or she should consult an authorised financial adviser.
NOTICE TO BAHRAIN RESIDENTS
In relation to investors in the Kingdom of Bahrain, Notes issued in connection with this Prospectus may only be offered
in registered form to existing account holders and accredited investors as defined by the Central Bank of Bahrain
ii

("CBB") in the Kingdom of Bahrain where such investors make a minimum investment of at least U.S.$100,000 (or
equivalent in other currencies).
This Prospectus does not constitute an offer of securities in the Kingdom of Bahrain in terms of Article (81) of the
Central Bank and Financial Institutions Law 2006 (Decree Law No. 64 of 2006). The offering documents have not been
and will not be registered as a prospectus with the CBB. Accordingly, no securities may be offered, sold or made the
subject of an invitation for subscription or purchase nor will this Prospectus or any other related document or material
be used in connection with any offer, sale or invitation to subscribe or purchase securities, whether directly or indirectly,
to persons in the Kingdom of Bahrain.
The CBB has not reviewed or approved the offering documents and it has not in any way considered the merits of the
Notes to be offered for investment, whether in or outside the Kingdom of Bahrain. Therefore, the CBB assumes no
responsibility for the accuracy and completeness of the statements and information contained in this document and
expressly disclaims any liability whatsoever for any loss howsoever arising from reliance upon the whole or any part of
the content of this Prospectus.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Kingdom is a foreign sovereign state, and a substantial portion of the assets of the Kingdom is located outside the
United Kingdom and the United States. As a result, it may not be possible for investors to effect service of process
within the United Kingdom or the United States upon the Kingdom or to enforce judgments obtained in courts located
in the United Kingdom, the United States or elsewhere against the Kingdom, including, without limitation, judgments
predicated upon the civil liability provisions of the securities laws of the United States or any state or territory within
the United States. The Kingdom has irrevocably appointed the Ambassador of the Kingdom to the Court of St James's
as its authorised agent for the service of process in England and Wales.
The Kingdom has irrevocably submitted to the non-exclusive jurisdiction of the courts of England and Wales for
purposes of any suit, action or proceeding arising out of or relating to the Notes (a "Related Proceeding"). The
Kingdom has also irrevocably agreed that all claims in respect of any Related Proceeding may be heard and determined
in such English courts. The Kingdom has irrevocably waived the defence of an inconvenient forum to the maintenance
of any Related Proceeding whether on grounds of venue, residence or domicile.
There may be insufficient assets of the Kingdom located outside of Morocco to satisfy in whole or part any judgment
obtained from an English court relating to amounts owing under the Notes. If investors were to seek enforcement of an
English judgment in Morocco or to bring proceedings in relation to the Notes in Morocco, then certain limitations
would apply.
The enforcement of foreign judgments in Morocco is governed by the relevant provisions of the Moroccan Code of
Civil Procedure. Under those provisions, a judgment obtained in any English court would be recognised and enforced
by the courts in Morocco without reconsideration of its merits provided that the foreign judgment satisfies the following
additional conditions:
(i)
the foreign judgment must have been issued by a court competent to do so under the law of the relevant
country;
(ii)
the foreign judgment must be final and enforceable in the country in which it was rendered, and the foreign
judgment must not be based on documents subsequently deemed or found to be untrue and must not contain
contradictory terms;
(iii)
the defendant must have been properly served with legal process with respect to the proceeding in which the
foreign judgment was rendered and due process must have been observed in connection with the proceeding,
and no party to the litigation must have failed to deliver to the court material documents relating to the dispute
and the defence rights of each party have been preserved;
(iv)
the foreign judgment must not be contrary to Moroccan public policy;
(v)
a final judgment in the same case between the same parties must not have been rendered by a Moroccan court;
and
(vi)
no action commenced prior to the relevant foreign proceeding may be pending with respect to the same subject
matter and between the same parties before the Moroccan courts.
iii

Prospective investors in Notes should be aware that, pursuant to Moroccan law, the Kingdom's properties and assets,
including, inter alia, commercial assets of the Kingdom, located in the Kingdom are immune from execution,
attachment or other legal or judicial process, and, in any Related Proceeding brought in Moroccan courts against the
Kingdom or brought in those courts to enforce or seek recognition of a judgment obtained outside Morocco, the
Kingdom's waiver of immunity referred to above would not be given effect. Investors should therefore be aware that
the waiver of immunity is likely to be ineffective in respect of the attachment of assets and properties located in the
Kingdom.
See "Risk Factors--Risks Relating to the Kingdom--Jurisdiction and Sovereign Immunity".
FORWARD-LOOKING STATEMENTS
This Prospectus includes statements that are, or may be deemed to be, "forward-looking statements". These forward-
looking statements can be identified by the use of forward-looking terminology, including the terms "believes",
"estimates", "anticipates", "projects", "expects", "intends", "may", "will", "seeks" or "should" or, in each case, their
negative or other variations or comparable terminology, or in relation to discussions of strategy, plans, objectives, goals,
future events or intentions. These forward-looking statements include matters that are not historical facts. They appear
in a number of places throughout this Prospectus and include statements regarding the Kingdom's current intentions,
plans, estimates, assumptions, programmes, beliefs or expectations.
These statements are not historical facts, but are based on the Kingdom's current plans, estimates, assumptions and
projections. Future events may differ materially from those expressed or implied by such forward-looking statements.
Therefore, prospective investors should not place undue reliance on them. Forward-looking statements speak only as of
the date they are made, and the Kingdom undertakes no obligation to update any of them in light of new information or
future events. Forward-looking statements involve inherent risks. The Kingdom cautions prospective investors that
many factors could affect the future performance of the Moroccan economy.
In addition to the factors described in the Prospectus, including but not limited to, those discussed under "Risk Factors",
the following factors, among others, could cause future results to differ materially from those expressed in any forward-
looking statements made herein, including external factors, such as:
·
the global financial crisis;
·
the Eurozone crisis;
·
economic conditions in Morocco's major export markets and host countries of Moroccans resident abroad
(referred to as "MREs");
·
interest rates in financial markets outside of Morocco;
·
the impact of changes in the credit ratings of Morocco;
·
the impact of events in the region, such as the events of the Arab Spring, which led, in Morocco to, among
other things, demonstrations and calls for changes;
·
the impact of changes in the international prices of commodities, in particular commodities that benefit
from subsidies, such as oil products and cereals; and
·
the decisions of international financial institutions regarding the terms of their financial assistance to
Morocco and the funding of new or existing projects over the life of the Notes,
as well as internal factors, such as:
·
general economic and business conditions in Morocco;
·
present and future exchange rates of the Dirham;
·
foreign currency reserves;
·
natural disasters;
iv

·
the impact of the climate, in particular rainfall, on agriculture;
·
terrorism;
·
the level of domestic debt;
·
domestic inflation;
·
the ability of the Kingdom to implement economic reforms;
·
the levels of foreign direct and portfolio investment; and
·
the levels of Moroccan domestic interest rates.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Unless otherwise stated, all annual information, including budgetary information, is based on calendar years. Certain
figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures shown for the same
category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures, which precede them. It should be noted that certain historic data set out herein
may be subject to amendment as a result of more accurate and updated information becoming available. Statistical
information reported herein has been derived from official publications of, and information supplied by, a number of
agencies of the Kingdom, including the Haut Commissariat au Plan (the "HCP") and the Ministère de l'Economie et
des Finances (the "Ministry of Economy and Finance"), as well as Bank Al-Maghrib, Morocco's central bank ("Bank
Al-Maghrib") and the Office des Changes. Some statistical information has also been derived from information
publicly made available by the World Bank. Certain historical statistical information contained herein is based on
estimates that the Kingdom or its agencies believe to be based on reasonable assumptions.
Statistics are maintained by these sources in Dirhams, U.S. Dollars or Euros, as applicable. Certain statistics recorded in
currencies other than Dirhams have been converted into Dirhams at the exchange rates indicated in this Prospectus.
Similar statistics may be obtained from other sources, although the underlying assumptions and methodology, and
consequently the resulting data, may vary from source to source. Although every effort has been made to include in this
Prospectus the most reliable and the most consistently presented data, no assurance can be given that such data were
compiled or prepared on a basis consistent with international standards. However, as far as the Government of the
Kingdom of Morocco (the "Government") is aware and is able to ascertain from the information published by these
entities, the information has been accurately reproduced and no facts have been omitted which would render the
reproduced information inaccurate or misleading.
Review and Adjustment of Statistics
The Kingdom's official financial and economic statistics are subject to review as part of a regular confirmation process.
Accordingly, financial and economic information may differ from previously published figures and may be
subsequently adjusted or revised. Certain of the information and data contained in this Prospectus for all or part of the
fiscal year 2011 and interim periods in 2012 are preliminary and subject to further adjustment or revision. While the
Government does not expect revisions to be material, no assurance can be given that material changes will not be made.
Data Dissemination
The Kingdom is a subscriber to the International Monetary Fund's ("IMF") Special Data Dissemination Standard (the
"SDDS"), which is designed to improve the timeliness and quality of information of subscribing member countries. The
SDDS requires subscribing member countries to provide schedules indicating, in advance, the date on which data will
be released, the so-called "Advance Release Calendar". For Morocco, precise dates or "no-later-than dates" for the
release of data under the SDDS are disseminated no later than three months in advance through the Advance Release
Calendar, which is published on the Internet under the IMF's Dissemination Standards Bulletin Board. Summary
methodologies of all metadata to enhance transparency of statistical compilation are also provided on the Internet under
the IMF's Dissemination Standard Bulletin Board.
The website is http://dsbb.imf.org/Applications/web/sddscountrycategorylist/?strcode=MAR. The website and any
information on it are not part of this Prospectus.
v

Definitions
All references in this Prospectus to the "Government" or to the "Parliament" are to the central government or to the
Parliament of the Kingdom, respectively.
References in this Prospectus to "to "Dirhams" and "Dh" refer to the currency of Morocco; references to "U.S.
Dollars" and "U.S.$" are to the currency of the United States; references to "Euros" and "" are to the single currency
introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty establishing
the European Community, as amended by the Treaty on European Union.
Gross Domestic Product ("GDP") is a measure of the total value of final products and services produced in a country.
"Nominal GDP" measures the total value of final production in current prices. "Real GDP" measures the total value of
final production in constant prices, thus allowing historical GDP comparisons that exclude the effect of inflation. For
the purposes of this Prospectus, Real GDP figures are calculated by reference to previous year prices. Unless otherwise
stated, references in this Prospectus to "GDP" are to Real GDP figures.
EXCHANGE RATE HISTORY
For ease of presentation, certain financial information included herein is presented as translated into U.S. Dollars and
Euros. As at 7 December 2012, the closing exchange rates, expressed as an average of the selling and buying rate as
quoted by Bank Al-Maghrib were U.S.$1 = Dh 8.553 and 1 = Dh 11.112.
The following tables set forth the exchange rate history for the periods indicated, expressed in Dirhams per U.S. Dollar
and Dirhams per Euro, respectively, and not adjusted for inflation, as published by Bank Al-Maghrib.
Dirham to U.S. Dollar Exchange Rate History
Low
High
Average
Period End
(Dirhams per U.S.$1.00)
2012 (up to and including 31 October 2012)............
8.478
8.610
8.558
8.555
2011 .........................................................................
7.626
8.611
8.085
8.577
2010 ........................................................................
7.781
9.163
8.424
8.357
2009 ........................................................................
7.556
8.824
8.089
8.860
2008 ........................................................................
7.202
8.851
7.783
8.098
2007 .........................................................................
7.645
8.602
8.195
7.713
_____________
Source: Bank Al-Maghrib.
Dirham to Euro Exchange Rate History
Low
High
Average
Period End
(Dirhams per 1.00)
2012 (up to and including 31 October 2012)............
11.096
11.135
11.111
11.113
2011 .........................................................................
11.096
11.384
11.250
11.106
2010 ........................................................................
10.934
11.339
11.151
11.171
2009 ........................................................................
11.033
11.405
11.249
11.316
2008 ........................................................................
11.026
11.509
11.353
11.246
2007 .........................................................................
11.096
11.379
11.218
11.359
______________
Source: Bank Al-Maghrib.
The rates in the above tables may differ from the actual rates used in the preparation of the information appearing in this
Prospectus. The inclusion of these exchange rates is not meant to suggest that any amount of the currencies specified
above has been, or could be, converted into the applicable currency at the rates indicated or at any other rate.
vi

TABLE OF CONTENTS
Page
RISK FACTORS.................................................................................................................................................................1
OVERVIEW........................................................................................................................................................................9
USE OF PROCEEDS ........................................................................................................................................................15
DESCRIPTION OF THE KINGDOM OF MOROCCO ...................................................................................................16
THE MOROCCAN ECONOMY ......................................................................................................................................26
EXTERNAL SECTOR......................................................................................................................................................44
MONETARY AND FINANCIAL SYSTEM....................................................................................................................57
PUBLIC FINANCE ..........................................................................................................................................................68
PUBLIC DEBT .................................................................................................................................................................75
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................................85
PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM..................................................................93
CLEARING AND SETTLEMENT...................................................................................................................................96
TAXATION ....................................................................................................................................................................100
SUBSCRIPTION AND SALE ........................................................................................................................................103
TRANSFER RESTRICTIONS .......................................................................................................................................107
GENERAL INFORMATION .........................................................................................................................................109
vii

RISK FACTORS
The purchase of Notes involves substantial risks and is suitable only for, and should be made only by, investors that are
fully familiar with the Kingdom in general and that have such other knowledge and experience in financial and business
matters as may enable them to evaluate the risks and the merits of an investment in the Notes. Prior to making an
investment decision, prospective investors should consider carefully, in light of their own financial circumstances and
investment objectives, all the information set forth herein and, in particular, the risk factors set forth below.
The Kingdom believes that the risk factors described below represent the principal risks in relation to the Kingdom and
the Notes. Prospective investors should, however, note that there may be additional risks and uncertainties that the
Kingdom currently considers immaterial or of which the Kingdom is currently unaware, and any of these risks and
uncertainties could have similar effects as those set forth below or other adverse effects. Prospective purchasers of
Notes should make such inquiries as they think appropriate regarding the Kingdom and the Notes without relying on
the Kingdom or the Joint Lead Managers.
Risks Relating to the Kingdom
Political Risks
Concurrent with the events around the Arab World known as the "Arab Spring", predominantly peaceful
demonstrations occurred in a number of Moroccan cities commencing on 20 February 2011, which led to the
development of the 20 February Movement (the "20 February Movement"). In response to the calls for reform of the
20 February Movement, on 9 March 2011, King Mohamed VI announced a plan to reform the constitution and
established an advisory committee to propose constitutional reforms. The new Constitution (the "2011 Constitution")
was subsequently approved by a vote of the Moroccan people in a referendum on 1 July 2011. Since the approval of the
2011 Constitution, there have been further demonstrations, including in May 2012, calling for the implementation of
economic and further constitutional reforms. There can be no assurance that further demonstrations or political protests
will not take place. Such events could directly or indirectly affect Morocco and its economy.
Under the 2011 Constitution, the legislative branch consists of a bicameral Parliament, the House of Representatives
and the House of Counsellors. Legislative elections, which were brought forward from 2012 following the adoption of
the 2011 Constitution, last took place in November 2011. These elections resulted in the Parti de la Justice et du
Développement (the "PJD"), a moderate Islamist party, gaining the largest number of seats in Parliament and replacing
Parti de l'Istiqlal (the Party of Independence) as the largest parliamentary party. The Parti de l'Istiqlal and two other
parties joined the PJD as part of a coalition Government, which was formed in early January 2012 following a
confidence vote of Parliament in respect of the coalition Government's programme. The PJD had previously spent two
decades in opposition. Although other parties in the coalition Government, notably Parti l'Istiqlal, have experience in
Government and four ministries are headed by non-political figures, this is the PJD's first time in power. There can be
no assurance that the Government will continue to, or be able to, implement its programme, including the proposed
political, economic and social reforms. Any failure of the Government to implement its programme, in whole or in part,
may lead to a deterioration of general economic and political conditions in the Kingdom.
In addition, the 2011 Constitution, requires the passage of 19 organic laws to implement various constitutional reforms.
A number of the organic laws will require further implementing regulations and rule making. Thus far, only one organic
law has been adopted by Parliament and been signed into law. Although the organic laws in effect prior to the adoption
of the 2011 Constitution pertaining to 14 existing public institutions and bodies remain in place until replaced by new
organic laws, there remains a degree of legal uncertainty in the Kingdom, and any failure to adopt the remaining organic
laws implementing the reforms set out in the 2011 Constitution may lead to a deterioration of political conditions in the
Kingdom.
Since 1975, Morocco has been involved in a territorial conflict involving the Western Sahara, a phosphate-rich region in
the south. Morocco has long asserted sovereignty over the territory and, ever since Spain's agreement in 1975 to
withdraw from the Western Sahara and to cede the territory to Morocco, the Popular Front for the Liberation of Saguia
el Hamra and Rio de Oro (the "Polisario Front") has waged a violent campaign of resistance against Morocco with the
logistical and diplomatic support of the Algerian government. In 1991, the United Nations arranged a ceasefire between
Morocco and the Polisario Front, with the intention of holding a referendum on self-determination under the supervision
of the United Nations Mission for the Referendum in Western Sahara ("MINURSO"). The referendum has been
postponed several times due to disputes over who is qualified to be registered to vote. Although the ceasefire remains in
place, any renewal of violence in the region may require a greater military presence, and the costs associated with such
a presence have in the past affected and may in the future affect in a materially adverse manner the Government's
finances.
1

Economic Risk
Over the last decade, successive governments have embarked upon an adjustment programme designed to remedy past
structural imbalances of the country's economic and fiscal situation and have generally adopted tighter fiscal and
monetary policies, liberalised foreign trade, deregulated sectors of the economy and privatised various state-owned
enterprises. These policies, however, have at times been moderated by (i) a concern over their effect on socially-
vulnerable groups, (ii) political developments, particularly strikes in the private and public sector and (iii) the need to
respond to the global financial crisis, which commenced in 2007, and the ongoing crisis in the Eurozone. In response,
the Government has adopted an economic reform programme, which includes reform of the subsidy system.
Overall, despite the implementation of a wide range of economic reforms to date, Morocco's economic performance has
in the past been hampered by its large public sector, vulnerability of agricultural production to drought, reliance on
exports of phosphates and phosphate derivatives and moderate rates of unemployment (which was 8.9% in 2011). In
recent years, the Moroccan economy has experienced uneven growth, with Real GDP growth of 2.7% in 2007, 5.6% in
2008, 4.8% in 2009, 3.6% in 2010 and 5.0% in 2011. In addition, in 2011, the Government increased its spending on
fuel and food subsidies and introduced a public sector wage increase. In the absence of adequate reform, the cost of
such expenditures may put pressure on the budget. There can be no assurance that these reforms will be successful or
that the Government will not face social resistance to the implementation of these reforms. A failure to introduce or
implement these reforms, in full or in part, could have a material adverse impact on the Kingdom, its economy and its
budget deficit and, consequently, the public debt.
Morocco's current account deficit was 5.4% of GDP in 2009, before declining to 4.5% of GDP in 2010 and increasing
to 8.0% of GDP in 2011. Since 2007, the current account deficit has been financed, at least in part, by increased
borrowing. If the current account deficit is not reduced, further levels of borrowing will be needed to finance the deficit,
which could negatively affect the Kingdom's economy.
The Moroccan economy remains vulnerable to external shocks, including events part of, or similar to, the Arab Spring,
the global financial crisis and the Eurozone crisis, as well as to increased international commodity prices. A continued
decline in the economic growth of, or receipt of remittances from, the Kingdom's major trading partners, such as France,
Spain or the United States, as a result of such external shocks, could have a material adverse impact on the Kingdom's
balance of trade and adversely affect the Kingdom's economic growth.
There can be no assurance that any crises such as those described above or similar events will not negatively affect
investor confidence in emerging markets or the economies of the principal countries in the EU or the Middle East and
Northern Africa region, including the Kingdom. In addition, there can be no assurance that these events will not
adversely affect the Kingdom's economy and its ability to raise capital in the external debt markets in the future.
Subsidies and Government Budget Deficit
In 2011, the Government spent Dh 48,830 million on subsidies, principally on petrol, diesel and butane, as well as sugar
and wheat. This represented an increase of Dh 21,635 million, or 79.6%, as compared to 2010 levels. Although the
Government has since implemented certain reforms and is considering further such reforms of the subsidy system, in
particular in order to target the most vulnerable segments of society better, subsidies in 2011 represented 6.1% of GDP,
as compared to 3.6% in 2010. The cost of subsidies paid by the Government is highly dependent on international
commodity prices, particularly crude oil and cereal prices. When crude oil and cereal prices rise, the resulting costs are
borne primarily by the Government. If the costs of subsidies continue to rise, or the Government is not successful in
further reforming the subsidy system, it could have a material adverse effect on the Kingdom's budget deficit and
economy.
Morocco's budget deficit was 2.2% of GDP in 2009, before increasing to 4.7% of GDP in 2010 and 6.9% of GDP in
2011. Key contributors to the budget deficit in 2011 were increased spending on fuel and food subsidies and the
introduction of a public sector wage increase. If this trend continues, the increased budget deficit will negatively affect
the Kingdom's budgetary performance. Since 2007, the budget deficit has been financed by increased borrowing. If the
budget deficit is not reduced, further levels of Government borrowing will be needed to finance the deficit, which could
negatively affect the Kingdom's economy.
Food and Energy Security
Morocco is a net importer of energy and imports more than 95% of its energy requirements, in particular crude oil and
oil products. In addition, Morocco does not produce 100% of its domestic consumption of food and, therefore, relies
significantly on food imports, in particular cereals. Disruptions of imports or higher international commodity prices
would have a material adverse effect on the Kingdom's economy and finances.
2