Morocco: Loi 17-95, obligations convertibles en actions (OCA) and the assemblée générale extraordinaire that fixes the price

A conversion price that refixes against future market prices is not available to a company listed on the Bourse de Casablanca. Under Loi 17-95 the extraordinary general meeting, not the board and not the subscription contract, lifts pre-emption and fixes the issue price before the money arrives. What is available instead is a priced, shareholder-approved capital increase.

Key takeaways

• The pricing authority is the assemblée générale extraordinaire. The meeting that decides the droit préférentiel de souscription will not be exercised is the same meeting that fixes the issue price. No board prices a tranche months later.
• An OCA is settled up front. Obligations convertibles en actions are authorised by the AGE before issue, and conversion happens only at the holders' option and only on the conditions written into the contrat d'émission.
• A Moroccan convertible has a nominal-value floor. A convertible bond's issue price may not sit below the par value of the shares it converts into, so a strike designed to fall meets a statutory stop.
• Pre-emption runs on a statutory minimum period, and every raise needs its own AMMC-visaed note d'information, not one document for a programme.

Who is allowed to set the price

Most of this directory turns on pricing formulas. Morocco turns on something earlier: who holds the pen. Loi 17-95 on sociétés anonymes gives the decision to lift pre-emption and the decision on the issue price to the same body, the assemblée générale extraordinaire, and it gives them at the same moment, before the capital increase happens.

That is no obstacle to raising equity. Moroccan companies complete augmentations de capital réservées to named subscribers regularly, and the Marché Alternatif exists so smaller issuers can do it. What the architecture will not produce is a price discovered later: a conversion price struck against a volume-weighted average in the week the investor happens to convert is a price nobody voted on.

Compare the French Code de commerce, from which much of Loi 17-95 descends. France reached the opposite commercial answer by building an express delegation — shareholders authorise, the board executes and prices within a stated discipline. That single difference is why the OCABSA exists in Paris and has no Moroccan counterpart. See how the French delegation produces the opposite result.

Obligations convertibles en actions, and the nominal-value stop

Three features of the obligation convertible en actions point away from a market-referenced strike. The issue must be authorised by the AGE before it is made. Conversion occurs only at the holders' option and only on the conditions fixed in the contrat d'émission, so the contract is the source of the conversion basis and predates the market data a refixing clause would read. And the issue price may not fall below the nominal value of the shares. Where the bonds go to a named investor the AGE must also remove pre-emption over the bonds in that investor's favour, so the vote is two gates rather than one.

Why the drawdown facility cannot be assembled

A standby or committed equity facility needs a standing authority to issue on demand and a price computed at each drawdown. In Morocco both sit with a meeting that has to be convened. Rebuilt inside the rules it becomes an AGE per tranche and a fresh AMMC-visaed note d'information per tranche — not a facility but a series of separately approved capital increases with an investor who has agreed in advance to turn up. For what the instrument looks like where it is available, see how a committed equity facility is structured.

What is unavailable, and what is available instead

The exit is a foreign-exchange question

Morocco does not immobilise an outside investor's stock the way Taiwan's three-year freeze on privately placed securities does; the constraint moves to the currency instead. The Office des Changes convertibility regime is designed to guarantee repatriation of investment income and disposal proceeds without a cap and without prior authorisation — a real asset of this market rather than a hazard. It is conditional: the original investment must have been made in convertible foreign currency and in compliance with the Instruction Générale des Opérations de Change, and proceeds must be repatriated and sold on the Moroccan foreign exchange market within a short prescribed period. A new edition of the Instruction applies for 2026, so references taken from an earlier text are stale until checked.

What would change the answer

One statutory amendment would move Morocco out of this tier: a delegation allowing shareholders to authorise a capital increase and leave the board to fix the price within a stated discipline. Its absence, not hostility to outside capital, produces the verdict. Short of that, a Moroccan group that needs a market-referenced instrument finds it by listing the financing entity somewhere that permits one. If that is the conversation, check the eligibility test first. Where a group also holds United States registered securities, Rule 144 and restricted securities and what actually makes shares free trading govern separately.

• All markets
• France
• Colombia
• Kuwait
• Private placements by listed companies

Primary sources

• AMMC — Loi 17-95 relative aux sociétés anonymes (consolidated text)
• AMMC — droit de souscription
• Office des Changes — Instruction Générale des Opérations de Change
• Bourse de Casablanca — Marché Principal and Marché Alternatif

Financing a Moroccan issuer: frequently asked questions

Can a Casablanca-listed company issue a convertible priced at conversion?

No. Under Loi 17-95 obligations convertibles en actions are authorised by the extraordinary general meeting before they are issued, conversion happens only at the holders' option and only on the conditions written into the contrat d'émission, and the issue price may not fall below the nominal value of the shares. The economics are settled before issue, which is what a refixing conversion price is designed to avoid.

Why can a standby equity facility not be run in Morocco?

Because the two things a facility needs, a standing authority to issue and a price set at each drawdown, both sit with the shareholders rather than with the board or the contract. A facility drawn in tranches would need an extraordinary general meeting, and an AMMC-visaed note d'information, for each tranche.

What is a note d'information and when does a listed issuer need one?

It is the offering document that the Autorité Marocaine du Marché des Capitaux stamps with its visa before an appel public à l'épargne can proceed, and the AMMC sets what it must contain. The practical consequence for a financing is timing: it is prepared and cleared per transaction, not once for a programme.

Can a non-resident investor repatriate the proceeds of a Moroccan sale?

The Office des Changes convertibility regime is designed to allow it without a cap and without prior authorisation. The guarantee is conditional on the original investment having been made in convertible foreign currency and in compliance with the Instruction Générale des Opérations de Change, and on proceeds being repatriated and sold on the Moroccan foreign exchange market within a short prescribed period.