NOTICE N 23/09 RELATING TO INCREASE IN CASH OF BCP CAPITAL RESERVED TO OCP REGARDING 4,376,368 NEW SHARES AT THE PRICE OF MAD 228.

Transcription

1 Casablanca, March 2 nd 2009 NOTICE N 23/09 RELATING TO INCREASE IN CASH OF BCP CAPITAL RESERVED TO OCP REGARDING 4,376,368 NEW SHARES AT THE PRICE OF MAD Casablanca Stock Exchange Admissibility Notice n 02/09 dated of February 12 th 2009 CDVM Visa n VI/EM/007/2009 dated of February 12 th 2009 Under Dahir providing Law , relating to the Stock Exchange, amended and supplemented by Laws 34-96, 29-00, and 45-06, and namely Article 7 bis (a), The following was decided: 1. Framework of the operation ARTICLE 1: PURPOSE OF THE OPERATION Context of the operation The current increase in BCP 1 capital is OCP 2 reserved and lies within the scope of a broader partnership binding the two companies. Indeed, this partnership was dictated by the requirements the reorganization of the state-owned companies demands. Such reorganization was initiated by the Moroccan government and took place when the two companies have adopted development strategies in order to consolidate their positioning on their respective markets and so as to perpetuate their development and their contribution to the national wealth. The aforementioned partnership between BCP and OCP took the shape of reciprocal shareholding via capital increase in cash. Thus, BCP holds henceforth 5.88% of the OCP registered capital and voting rights, while OCP will hold 6.62% of the BCP registered capital and voting rights. This partnership was structured by the Ministry of Economy and Finance further to the passing of Dahir n of February 26 th, 2008, that promulgates Law n relating to the OCP transformation into a joint-stock company. The aforementioned law makes provisions for the determination of the corporate capital on the basis of accounting balance sheets closed at the date of the transformation, for the non debasement of the Company s financial property in accordance with the principle of continuity of OCP as a corporate 1 BCP : Banque Centrale Populaire/ Popular Central Bank 2 OCP : Office chérifien des Phosphates: Cherifian Office of Phosphates 1

2 entity, and for the preservation of the vested rights of the personnel as regards wages and retirement. It also makes provisions for the opening of the company s capital while preserving the de jure control of the Company by the State. Pursuant to the aforementioned law, a memorandum of agreement was concluded between the State and OCP. This agreement governs the aspects relative in particular to the organization of the monopolistic control by the State through defining the conditions of phosphates exploration and exploitation. In addition, in order to enable OCP to hold a percentage of the BCP capital higher than 5% (i.e. 6.62%), Law n that provides the CPM reform was amended by Law n Indeed, Law n fixed at 5% maximum the percentage of direct or indirect withholding of natural persons and corporate entities in BCP capital. This withholding percentage was thus increased to 15% for corporate entities and remained the same for natural persons. The partnership thus concluded was the fruit of several meetings of negotiation between the managing boards of the two companies. These latter called on consultancy bodies, which have been accompanying them all the process long. On January 12 th 2009, BCP and OCP signed a draft-agreement having as purpose the definition of the terms and conditions for the carrying out of the partnership. This agreement made provisions in particular for: - As regards the increase in the OCP capital reserved to BCP That the State undertakes to carry out an increase in the OCP capital by MAD 487,500,000 entirely reserved to BCP, and will waiver its subscription preferential right and BCP undertakes to subscribe and to pay up in full 4,875,000 new shares that account for 5.88 % of the OCP capital and voting rights. The amount of the capital increase is accompanied with an issuing premium of MAD 4,512,500,000, that is to say a BCP total investment of MAD 5,000,000,000. That the increase in the OCP capital reserved to BCP will be carried out and the shares will be paid up on January 31st 2009 at the latest.. That the aforementioned shares will have a due date as from January 1 st 2009, and a right to dividends distributed as from this date, including the dividends of the 2008 financial year. That the admission of BCP in the OCP capital is subject to granting by the Bank Al Maghrib Governor to BCP of exemption provided for by Article 63 of Law relating to credit institutions and related bodies. On January 08th 2009, Bank Al Maghrib granted exemption to BCP with a view of its shareholding in the OCP capital up to MAD 5 million. As regards the increase in the BCP capital reserved to OCP That BCP carries out an increase in its capital up to MAD one billion (MAD 1,000,000,000) including the issuing premium, entirely reserved to OCP. To that end, the State undertakes to vote for this capital increase and to waiver its subscription preferential right. That the carrying out of this operation will lead to the conclusion of a shareholder agreement, under the terms of which OCP will be authorized to appoint a representative to the BCP Board of Directors, within its audit committee and of any 2

3 other committee agreed of one accord between OCP and BCP. The signature of the said shareholder agreement should take place on April 30 th 2009 at the latest. Legal Framework The BCP Board of Directors, held on December 24 th 2008 was informed by the intermediary of its president of a project of strategic partnership between BCP and OCP. The said partnership lies within the framework of the Moroccan State Policy that aims at accompanying the state-owned companies so as to take part in developing their investments and optimizing their performances and synergies. The same Board of Directors was also informed that this partnership will take the shape of reciprocal shareholding in the form of an increase in capital of each of both institutions, reserved to the other. To that end: OCP will carry out the increase in its capital for an amount of MAD five billion (MAD 5,000,000,000.00), The issuing premium included reserved in full to BCP; BCP will carry out the increase in its capital not exceeding MAD one billion (MAD 1,000,000,000.00), the issuing premium included reserved in full to OCP; The increase in the BCP registered capital will be carried out according to the following methods: - Nature: capital increase in cash; - Issue Price: MAD including MAD 10 as nominal value. - Amount of the increase in the registered capital: MAD 43,763,680.00, accounting for 6.62% of BCP registered capital and voting rights, by creating 4,376,368 shares with a MAD 10 nominal value per share. - Paying up of shares: shares are paid up in full when they are subscribed for. - Shareholders Preferential right: cancellation of the preferential right of subscription to reserve the totality of the capital increase to OCP. The board of directors, having noted the strategic partnership project between BCP and OCP decided: To authorize the participation of BCP in the OCP capital by subscription for the totality of the capital increase up to MAD five billion and to give powers to the president of the Board of Directors so as to fulfil any step and to obtain any authorization and generally to do all what is required; To convene the BCP Extraordinary General Meeting in order to decide the increase in capital for an amount of MAD one billion. The subscription for this increase in capital will be entirely reserved to OCP, with cancellation of the subscription preferential right of former shareholders. For this purpose, it gives all powers to the Board-of- Directors Chairman to submit the report!of the Board of directors to the General Meeting and to fulfil any formality and to take any step with any organization or administration in order to put in concrete form this increase in capital, according to the methods defined- above. 3

4 2. Objectives of the operation The current operation lies within the scope of a strategic bringing together between BCP and OCP and this within the framework of a State policy aiming at accompanying the stateowned companies in the development of their investments and optimization of their performances and synergies. OCP has set up a development strategy based in particular on: An investment program targeting the entire value chain (phosphate rock, phosphoric acid and fertilizers): an investment which will reach USD 3.2 billion by the year 2020 and have the objective (i) to rise the production capacity of the phosphate rock from 28 to 55 million tons in coherence with all the value chain and ii) to improve competitiveness in particular by a technological change in the means of transport!(transition from of transport!by rail to transport!by pipeline) A large-scale IDE program for the fertilizing activity Jorf Phosphates Hub (JPH) : a program intended to attract direct foreign investments to fertilizers on the national territory in order to allow OCP acquiring additional market shares in the phosphate Rock activity. JPH is a comprehensive hub of reference for fertilizers, founded on a Moroccan offer consisting in proposing to foreign investors a turn-key production site and a raw material (phosphate Rock) at attractive prices. The objective thus for OCP is to join a financial partner in order to accompany it in the implementation of this strategy. De facto, BCP has set for itself the following objectives: Accompaniment of the OCP development plan; The contribution in carrying out and developing the Jorf Phosphates Hub by financing and accompanying foreign investors; Accompaniment of the OCP development at the international level (acquisitions, JVs, etc). 1. Amount of the operation ARTICLE 2: MAIN FEATURES OF THE OPERATION BCP decided to carry out an increase in capital exclusively reserved to OCP for an amount of MAD 1,000,000,000, the issuing premium inclusive, by issuing 4,376,368 shares with a MAD 10 nominal value per share. The issue price was fixed at MAD per share including MAD DH as issuing premium. 2. Information relating to securities to be issued Nature of Securities Legal Form BCP Shares, all of the same category The issued shares are registered shares. The BCP shares will be entirely dematerialized and entered into account at Maroclear Number of shares To be issued 4,376,368 shares 4

5 Issuing price Nominal Value Issuing Premium Due Date MAD per share. MAD 100 per share The shares will be issued with an issuing premium set at MAD per share. January 1st Therefore, the shares to be subscribed for by OCP will have dividends that will be distributed in 2009 as an income made in Paying up of securities The issued shares will be fully paid up and will be free from any commitment. Quotation line 1st line Negotiability of securities Shares, subject of the current increase-in-capital operation are freely negotiable. Quotation of new securities The shares issued from the current increase in capital are entirely assimilated to already existing shares, quoted in first line, as regards rights and obligations. Subscription Preferential Right The board of directors, held on December 24th 2008, decided to make a proposal to the Extraordinary General Meeting, scheduled to be held on February 13th 2009, which will decide on the BCP increase in capital. The proposal concerns the cancellation of the subscription preferential right, in order to reserve the entire increase in capital to OCP. A special report!of auditors will be put available to the shareholders meeting in accordance with Article 192 of Law 17-95, relating to Joint-Stock Companies, as amended and supplemented by Law of May 23rd Cum Rights All shares (former and new ones) will have the same rights during profit distribution and when the liquidating dividend is distributed as well. Every share will give right to a voting right during the holding of meetings. 5

6 3. Recipient The increase in capital is reserved to OCP. 4. Financial intermediaries Type of financial intermediaries Name Address Financial Consultant bodies Centralizing Body Body in charge of registering the operation at the Casablanca Stock Exchange 5. Quotation Main features: Wording Business Line Compartment Mode of quotation - BCP Bank - Upline Corporate Finance BCP Banque Centrale Populaire Popular Central Bank BCP Upline Securities Banking First Security Code 8000 Ticker In Continue BCP Date of quotation February 24th 2009 Line of quotation -101, Bd Zerktouni - Casablanca -37, Bd Abdellatif BenKaddour Casablanca New shares will be quoted in 1 st line 101, Bd Zerktouni - Casablanca 37, Bd Abdellatif Ben Kaddour - Casablanca ARTICLE 3: INDICATIVE TIMETABLE OF THE OPERATION Order Steps At the latest on Receipt by the Casablanca Stock Exchange of the operation complete file Issuing by the Casablanca Stock Exchange of the Notice of Approval on the operation. Receipt by the Casablanca Stock Exchange of the CDVMvisaed prospectus Publication in the Quotation Bulletin of the notice relating to the operation Holding of the meeting ratifying the capital increase in cash. 6 February 11th 2009 February12th 2009 February12th 2009 February 16th 2009 February 19th 2009

7 6 7 Receipt by the Casablanca Stock Exchange of the minutes drawn by the board having ratified the capital increase in February 20th 2009 cash. Admission of the new shares and Registration of the capital increase in cash. February 24th 2009 MARKETS DIVISION 7