Obligation MorocCo 4% ( XS2270577344 ) en USD

MorocCo

65.19 % ▼

Maroc

XS2270577344 ( en USD )

4% par an ( paiement semestriel )

14/12/2050

Prospectus brochure de l'obligation Morocco XS2270577344 en USD 4%, échéance 14/12/2050

15/12/2025 ( Dans 163 jours )

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 XS2270577344, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2050

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.
NOTIFICATION TO COMPETENT AUTHORITY IN
OTHER EEA MEMBER STATES
The Issuer intends to request that the CSSF provide the competent authority in the United Kingdom with a certificate of
approval attesting that this Prospectus has been drawn up in accordance with the Prospectus Regulation (the
"Notification").
Following provision of the Notification, the Issuer 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. The Issuer intends for the Notes to be listed on the London Stock Exchange with effect
from the business day that is on or around two business days following the Issue Date.
IMPORTANT NOTICE
This Prospectus comprises a prospectus for the purpose of the Prospectus Regulation and for the purpose of giving
information with regard to the Kingdom and the Notes, which, according to the particular nature of the Kingdom and
the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, fiscal position,
and prospects of the Kingdom.
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. 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.
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.
To the fullest extent permitted by law, the Joint Lead Managers accept no responsibility whatsoever for the contents of
this Prospectus or for any other statement, made or purported to be made by a Joint Lead Manager or on its behalf in
connection with the Kingdom or the issue and offering of the Notes or accept any responsibility for any act or omission
of the Kingdom or any other person (other than the relevant Joint Lead Manager) in connection with the issue and
offering of the Notes. The Joint Lead Managers accordingly disclaim all and any liability whether arising in tort or
contract or otherwise (save as referred to above), which they might otherwise have in respect of this Prospectus or any
such statement.
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.
i

Each potential investor in the Notes must make its own assessment as to the suitability of investing in the Notes. In
particular, each potential investor should:

have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks
of investing in such Notes and the information contained in this Prospectus;

have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Notes and the impact that such Notes will have on its overall
investment portfolio;

have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including
where the currency for principal or interest payments is different from the potential investor's currency;

understand thoroughly the terms of the Notes and be familiar with the financial markets; and

be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
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. The Kingdom expressly does not undertake to update this Prospectus or
any of the information contained herein.
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 Note. This Prospectus 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.
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.
MiFID II product governance / Professional investors and ECPs only target market Solely for the purposes of
each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the
conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as
defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients
are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take
into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.
ii

Prohibition of sales to EEA and UK retail investors The Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the European
Economic Area ("EEA") or in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the
meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation
(EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs
Regulation.
Notification under Section 309b(1)(C) of the Securities and Futures Act (Chapter 289) of Singapore - In
connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended
from time-to-time (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of
Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies all relevant persons (as
defined in Section 309A(1) of the SFA), that the Notes are `prescribed capital markets products' (as defined in the CMP
Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16: Notice on Recommendation on Investment Products).
IN CONNECTION WITH THE ISSUE OF THE NOTES, J.P. MORGAN SECURITIES PLC, AS STABILISING
MANAGER (THE "STABILISING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILISING
MANAGER) MAY OVER ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING
THE MARKET PRICE OF THE NOTES 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 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 AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF SUCH NOTES. ANY
STABILISATION ACTION OR OVER ALLOTMENT SHALL BE CONDUCTED BY THE STABILISING
MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND RULES.
SERVICE OF PROCESS AND
ENFORCEMENT OF CIVIL LIABILITIES
The Kingdom is a sovereign state. Consequently, it may be difficult for investors to obtain or rely upon judgments
against the Kingdom in courts outside Morocco or in a jurisdiction to which the Kingdom has not explicitly submitted.
In addition, a substantial portion of the assets of the Kingdom is located outside of England and Wales. As a result, it
may not be possible for investors to enforce judgments obtained in courts located in England and Wales or elsewhere
against the Kingdom. 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 the courts of England and Wales. 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. See "Terms and
Conditions of the Notes--19. Jurisdiction".
There may be insufficient assets of the Kingdom located outside of Morocco to satisfy in whole or part any judgment
obtained from a court in England and Wales relating to amounts owing under the Notes. If investors were to seek
enforcement of such a judgment in Morocco or to bring proceedings in relation to the Notes in Morocco, then certain
limitations would apply.
iii

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 order or relate to the application of Moroccan
tax laws;
(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.
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 an Investment in the Notes--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 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.
A number of factors could cause future results to differ materially from those expressed in any forward-looking
statements made herein, including external factors, such as:

the impact of the COVID-19 virus on national, regional and global economies;

regional security concerns in the Middle East and North Africa ("MENA"), including the spillover effect of
conflicts in Libya, Syria and Iraq and the potential increase in terrorist activity in the region;
iv

economic conditions in Morocco's major trading partners, in particular any economic slowdown in the EU,
and host countries of Moroccans resident abroad (referred to as "MREs");

the impact of the lower oil price environment, including, inter alia, with respect to the level of remittances
from MREs;

interest rates in financial markets outside of Morocco;

the impact of changes in the credit ratings of Morocco;

the impact of changes in the international prices of commodities, in particular natural gas and other
commodities that benefit from subsidies; 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:

the Government's response to, and the impact on the Government's finances from, the COVID19 virus;

general economic and business conditions in Morocco;

present and future exchange rates of the Dirham;

foreign currency reserves;

natural disasters and outbreaks of disease;

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.
See "Risk Factors" for a discussion of these factors.
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, des
Finances et de la Réforme de l'Administration (the "Ministry of Economy, Finance and Administration Reform"),
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 made publicly-available by the World Bank and the
International Monetary Fund (the "IMF"). 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.
v

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 (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. Where third-party information has been used in this Prospectus, the source of
such information has been identified.
See "Risk Factors--Risks Relating to the Kingdom--Other Risks Relating to the Kingdom--Statistics".
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 2019 and interim periods in 2020 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 IMF's 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 https://dsbb.imf.org/sdds/country/MAR/category. The website and any information on it are not part of
this Prospectus.
Definitions
References in this Prospectus to "Dirhams" and "Dh" refer to the currency of Morocco; 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; and references to
"U.S. Dollars" and "U.S.$" are to the currency of the United States.
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 4 December 2020, the closing transfer exchange rates, expressed as an average of the selling and buying
rate as quoted by Bank Al-Maghrib, were U.S.$1 = Dh 8.973 and 1 = Dh 10.921.
vi

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)
2020 (up to and including 4 December 2020) ...........
8.973
10.310
9.513
8.973
2019 .........................................................................
9.462
9.747
9.616
9.593
2018 ..........................................................................
9.125
9.607
9.383
9.566
2017 ..........................................................................
9.301
10.185
9.697
9.330
2016 ..........................................................................
9.549
10.199
9.804
10.096
2015 ..........................................................................
9.104
10.122
9.766
9.906
_____________
Source: Bank Al-Maghrib.
Dirham to Euro Exchange Rate History
Low
High
Average
Period End
(Dirhams per 1.00)
2020 (up to and including4 December 2020) ............
10.511
11.183
10.818
10.921
2019 ..........................................................................
10.601
12.943
10.769
10.765
2018 ..........................................................................
10.770
11.398
11.091
10.953
2017 ..........................................................................
10.583
11.208
10.927
11.187
2016 ..........................................................................
10.572
11.031
10.851
10.645
2015 ..........................................................................
10.653
11.069
10.829
10.780
______________
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.
vii

TABLE OF CONTENTS
Page
RISK FACTORS ................................................................................................................................................................ 1
OVERVIEW ..................................................................................................................................................................... 11
USE OF PROCEEDS ....................................................................................................................................................... 18
RESPONSE TO COVID-19 ............................................................................................................................................. 19
DESCRIPTION OF THE KINGDOM OF MOROCCO .................................................................................................. 25
THE MOROCCAN ECONOMY ..................................................................................................................................... 37
EXTERNAL SECTOR ..................................................................................................................................................... 65
MONETARY AND FINANCIAL SYSTEM ................................................................................................................... 80
PUBLIC FINANCE .......................................................................................................................................................... 96
PUBLIC DEBT ............................................................................................................................................................... 105
TERMS AND CONDITIONS OF THE NOTES ........................................................................................................... 117
PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............................................................... 132
CLEARING AND SETTLEMENT ARRANGEMENTS .............................................................................................. 135
TRANSFER RESTRICTIONS ....................................................................................................................................... 139
TAXATION .................................................................................................................................................................... 141
SUBSCRIPTION AND SALE ....................................................................................................................................... 146
GENERAL INFORMATION ......................................................................................................................................... 149
viii

RISK FACTORS
Before making an investment decision, prospective investors should carefully review the specific risk factors described
below, in addition to the other information contained in this Prospectus. The Kingdom believes that the following
factors may affect the Kingdom's ability to fulfil its obligations under the Notes. The Kingdom's results, financial
condition and prospects could be materially affected by each of these risks presented. Also, other risks and
uncertainties not described herein could affect the Kingdom's ability to fulfil its obligations under the Notes. Additional
risks and uncertainties not presently known to the Kingdom, or that the Kingdom currently believes are immaterial,
could impair the ability of the Kingdom to fulfil its obligations under the Notes. Certain other matters regarding the
operations of the Kingdom that should be considered before making an investment in the Notes are set out in other
sections of this Prospectus. In this Prospectus, the most material risk factors have been presented at the beginning in
each category. The order of presentation of the remaining risk factors in each category in this Prospectus is not
intended to be an indication of the probability of their occurrence or of their potential effect on the Kingdom's ability to
fulfil its obligations under the Notes.
RISKS RELATING TO THE KINGDOM
Risks Relating to the Kingdom's Finances and Economy
COVID-19 Virus
Since the outset of the COVID-19 pandemic, the Government and Bank Al-Mahgrib have introduced a number of
policies aimed at responding to the spread of the virus, as well as financial measures aimed at mitigating the potential
economic impact of the crisis. See "Response to COVID-19". Restrictions were placed on travel, public transport and
public gatherings, and prolonged closures of workplaces have been required. The crisis is likely to impact all sectors of
the Kingdom's economy, and there can be no assurance as to when the various economic sectors will return to pre-crisis
levels of activity.In addition, no prediction can be made as to the scope or the scale of systemic changes to the
Kingdom's economy that could result from the crisis.
The crisis has also produced an increase in unemployment, the scale of which remains unclear. Should unemployment
not return to pre-crisis levels, there may be social dislocation and unrest. In addition, it cannot be determined what
impact the crisis will have on inflation and other macro-economic indicators.
Infection numbers remain high, with the Ministry of Health reporting 356,336 infections in the Kingdom as at
30 November 2020 (with 5,846 deaths and 305,291 recoveries from the virus), and any continued increase in the
number or severity of infections could result in pressure on the Moroccan health system.
The emergence of the COVID-19 virus poses a new risk to the fiscal position of the Kingdom and has already led to
significant volatility in financial markets, lower oil prices, reduced global liquidity and trade, lower activity in tourism
and export-related industries such as automotive and aerospace, which are key sectors of the Kingdom's economy, and
the potential for lower economic growth both regionally and globally, which will, in turn, affect the Kingdom, for the
most part negatively.
Given the uncertainty of the lasting effect of the COVID-19 virus crisis and the Kingdom's measures to mitigate its
effects, the financial impact on the Kingdom's economy cannot be determined, but the Government expects the impact
to be significant and adverse.
Economic Risk
Over the last 15 years, successive governments have embarked upon an adjustment programme designed to remedy past
structural imbalances of the Kingdom's economic and fiscal situation and have generally adopted tight 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 deteriorating economic conditions in the Kingdom's key trading partners, including the EU. In response,
the Government has adopted an economic reform programme, which includes targets to increase the average economic
growth rate, reduce the fiscal deficit, reduce public debt, reduce inflation and reduce the unemployment rate.
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
1