Maroc Telecom in €800 Million IPO; First Moroccan International Offering

December 16, 2004

Cleary Gottlieb represented BNP Paribas, Merrill Lynch and Attijari Finances as Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers in the initial public equity offering of Itissalat Al-Maghrib (Maroc Telecom). The transaction consisted of a secondary sale of 131 million shares (14.9% of the outstanding share capital) by the Kingdom of Morocco through a "best efforts" underwriting in a Reg S/Rule 144A offering. Unlike the more typical "firm commitment" underwriting, a "best efforts" underwriting does not obligate the underwriters to purchase the shares themselves if investors fall through. Shares will be listed on the Casablanca Stock Exchange and Euronext Paris; the transaction is expected to close today.

This sale is a further step in the privatization of Maroc Telecom, the incumbent telecommunications operator in Morocco. The Kingdom of Morocco had previously sold 51% of Maroc Telecom’s shares of Vivendi Universal, which has controlled the company since early 2000. The IPO is the first international equity offering and offshore listing of a Moroccan company, and, as a result, presented a number of specific challenges, including a significant reform of the Moroccan securities regulatory regime to bring local offering rules in line with international practices.