annual report - bourse de casablanca€¦ · mr. mohamed amrani, supervisory board member cfg...
TRANSCRIPT
A n n u a l R e p o r t
Creat ing Value
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An
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04
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Message from the Chairman of the Executive Board 4
Governing Bodies 6
Organisational Chart and Shareholders 7
Corporate Governance 8
Key Figures 10
2004 Highlights 11
Economic Environment and Stock-Market Background 15
Financial Statements 2004 27
Statutory Auditors’ General Report 32
Resolutions of the Annual General Meeting 34
Useful Contacts 36
C o n t e n t s
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Message from the Chairman of the Executive Board
An
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Dear shareholder,
In all respects, 2004 will have been a year of consolidation for the Casablanca Stock Exchange.
All our indicators show a substantial improvement in our financial balances, which bolsters
our ability to invest in new development ventures.
Our revenues increased by 51% compared to 2003, reaching the satisfactory figure of MAD
71.6 million. Operating income advanced by MAD 6.2 million to MAD 25.5 million at the end
of 2004. Finally, our net income jumped by +33.5% by comparison to 2003 to MAD 19.1 million.
Spurred on by the stock market’s sustained recovery in 2004, we in fact embarked on several
development projects during the year.
A new medium-term strategic development plan “Future 2006” was drawn-up, reflecting our
enthusiasm, determination and resolve to develop our business in a more benign environment
than that of previous financial years. The main focus of our strategy is aimed at increasing the
number of quoted companies, finding ways to improve the stock-market’s liquidity and creating
an interest rate futures market.
At the same time, we have put in place a new organisational structure that enhances operational
consistency, efficiency and reactivity, and is capable of accelerating the implementation of our
strategic decision-making ; we have also improved the quality of our corporate governance by
setting up several specialist standing committees, whose aim is to deliver excellence and the
best of international practices.
The Casablanca Stock Exchange thus intends to increase its efforts to modernise the Moroccan
stock-market, with the ambition of making our exchange an example amongst emerging markets.
2005 will be characterised by the continued implementation of our strategy with the objective
of creating ever more value for the benefit of our shareholders, investors and associates.
Saïd AHMIDOUCH
5
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6
Supervisory Board (at 1 July 2005)
Upline Securities, represented by Mr. Anas ALAMI, Chairman of the Supervisory Board
Attijari Intermédiation, represented by Mr. El Houssine SAHIB, Supervisory Board Member
BMCE-Capital Bourse, represented by Mr. Eric AOUANI, Supervisory Board Member
BMCI Bourse, represented by Mr. Mohamed AMRANI, Supervisory Board Member
CFG Marchés, represented by Mr. Amyn ALAMI, Supervisory Board Member
Crédit du Maroc Capital, represented by Mr. Mohamed JOUAHRI, Supervisory Board Member
Eurobourse, represented by Mr. Omar AMINE, Supervisory Board Member
ICF Al Wassit, represented by Mr. Samir KLAOUA, Supervisory Board Member
Maroc Service Intermédiation, represented by Mr. Si Mohamed MAGHRABI, Supervisory Board Member
Safabourse, represented by Mr. Hassan BOUBRIK, Supervisory Board Member
Sogebourse, represented by Mr. Karim BERRADA, Supervisory Board Member
Wafabourse, represented by Mr. Jalal BERRADY, Supervisory Board Member
Government Commissioner
Miss. Fouzia ZAABOUL
G o v e r n i n g B o d i e s (a t 1 Ju l y 2005)
A n n u a l R e p o r t 2 0 0 4
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O r g a n i s a t i o n a l C h a r t
S h a r e h o l d e r s
Executive Board
Project Manager
FinanceDepartment
Accounting Managementcontrol
HumanResources Logistics Promotion
Strategicmarketing
Communications Quotation
Members
Clearing Systems Development
Networks Organisation
General AffairsDepartment
MarketingDepartment
MarketsDepartment
Compliance Officer
The capital of the Casablanca Stock Exchange, valued at MAD 14,545,600
is held in equal parts by all brokerage firms.
E x e c u t i v e B o a r d
Mr. Saïd AHMIDOUCHChairman of the Executive Board
Mr. Omar DRISSI KAITOUNIMember & Director of Organisation and Information Systems Department
Mr. Amine BENABDESSLEMMember & Marketing Director
Attijari Intermédiation
BMCI Bourse
CFG Marchés
Crédit Du Maroc Capital
Eurobourse
ICF Al Wassit
BMCE Capital Bourse
Maroc Service Intermédiation
Safabourse
Sogebourse
Upline Securities
Wafabourse
Finergy
7
( on 1 Ju l y, 2005)
(on 1 June , 2005)
Organisation andInformation Systems Dept
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In January 2004, the Casablanca Stock Exchange, in line with international standards,
improved the quality of its corporate governance by adopting the most rigorous
corporate governance practices, confident they are the key to its expansion and
development.
A new charter of Supervisory Board Members has been drawn-up, specifying the
rights and obligations of each member during his term in office.
At the same time, specialised standing committees, chaired and made up of
Supervisory Board members, have also been established. Their different functions are
defined as follows :
The Audit Committee :
It has an advisory function on matters such as the drawing up of accounts, methods
and principles of accounting, the tasks of auditors, the appointment of Statutory
Auditors, the monitoring of the rules guaranteeing their independence as well as
internal control procedures and off-balance sheet risks and liabilities.
The Remuneration and Appointments Committee :
It has an advisory function, namely regarding the remuneration of the Chairman and
members of the Executive Board. It makes proposals to the Supervisory Board
regarding the variable component of directors’ remuneration. It also advises on the
level and distribution of attendance fees. In addition, it is responsible for examining
the measures concerning the renewal of contracts.
The Strategy and Development Committee :
It has an advisory function, namely regarding the strategic orientation of the
Casablanca Stock Exchange, as well as on major divestments and acquisitions,
partnership agreements, internal restructuring and significant financial transactions.
C o r p o r a t e G o v e r n a n c e
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The Corporate Governance Committee :
It has an advisory function, namely regarding the assessment of the running of
the Supervisory Board. It reports each year to the Board about the proceedings
of the various specialist committees, the abidance by the Charter of Members
and the Professional Code of Ethics of the Casablanca Stock Exchange. This
Committee is also responsible for raising awareness amongst Supervisory and
Executive Board members, as well as all employees of the Casablanca Stock
Exchange, of all matters concerning the professional code of ethics.
The Orientation Committee :
This committee, made up of the chairmen of the specialist committees and any
person they may appoint, undertakes the preparatory work of the meetings
of the Supervisory Board and guarantees consistency and coherence in the
implementation of the various actions of the specialist standing committees.
The organisation and the running of the Supervisory Board and its Committees are
governed by an internal procedural rule.
A n n u a l R e p o r t 2 0 0 4
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K e y F i g u r e s (at 31 December 2004)
10
Operating Revenues
Operating revenues for the financial year 2004amounted to MAD 73.8 million, against MAD47.6 million in 2003 as a result of a 51.1%increase in net revenues.
Operating Expenses
At 31 December 2004, operating expenses rose
by MAD 6.9 million to MAD 48.3 million, against
MAD 41.4 million as at the end of 2003. This
increase was principally due to the increase in
external expenses and personnel costs.
Operating Income
At the 2004 year-end, operating income amounted
to MAD 25.5 million against MAD 6.2 million in
2003. This increase by MAD 19.3 million was
largely due to revenues from stock-market listings.
Net Income
At 31 December 2004, the net income of the
Casablanca Stock Exchange amounted to MAD
19.1 million against MAD 14.3 million in 2003,
rising by 33.5%.
Shareholders’ Equity
By the end of 2004, shareholders’ equity amounted
to MAD 188.7 million against MAD 171.8 million
at 31 December 2003, an improvement of 9.9%,
as a result of the increase in retained earnings
and net income.
80
60
40
20
0
47.6
2003 2004
73.8mMAD
50
40
30
20
10
0
41.4
2003 2004
48.3mMAD
302520151050
6.2
2003 2004
25.5mMAD
20
15
10
5
0
14.3
2003 2004
19.1mMAD
200
150
100
50
0
171.8
2003 2004
188.7mMAD
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2 0 0 4 H i g h l i g h t s
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2 0 0 4 H i g h l i g h t s
2004 can be characterised as a year in which the business focused on a drive for
growth and innovation, highlighted by the following :
Adoption of a Three-Year Strategy “Future 2006”
The Casablanca Stock Exchange, aware of the major importance of the development
of capital markets for the Kingdom’s economic and social growth, adopted a proactive
strategy in 2004.
Entitled “Future 2006”, the Casablanca Stock Exchange’s corporate strategy was drawn-up
along three main lines :
• Increasing the number of listed companies ;
• Improving liquidity ;
• Creating an interest rate futures market.
It aims to make the Casablanca market a model amongst emerging markets of similar
size, enabling it to be distinguished from others on a long-term basis.
Changing the Method of Calculation of the MASI® and MADEX® Indices
Following the example of major global indices regarding their method of calculation,
since 1 December 2004, the Casablanca Stock Exchange has adopted a new method
for calculating its MASI® and MADEX® indices.
Based on the free float-weighted principle (shares of a company that are available on
the market), this new calculation method enables broader visibility in interpreting the
performance of the Moroccan stock-market.
Reorganisation of the Official List
In compliance with the new provisions of Act 52-01, the Casablanca Stock Exchange
reorganised its official list. Large, medium and small companies can henceforth be
listed on one of three equity markets - the Main Market, the Development Market or
the Growth Market - according to the amount of capital raised and the number of
shares available to the public.
As for debt instruments, they can be traded on the Bond Market. Similarly, in order
to offer investors a variety of products, a new section will be established soon for the
listing of venture-capital funds and securitisation funds.
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A n n u a l R e p o r t 2 0 0 4
Readjustment of the Price Scale
In order to give a boost to the fixed-income section, the Casablanca Stock Exchange has
readjusted its price scale by decreasing the commission on debt instrument transactions.
Development of Technological Services
At the technological forefront in the matter of information systems, the Casablanca
Stock Exchange launched several innovative projects in 2004, such as :
• The drawing-up of an information services strategy, with the aim of modernising
the tools used in trading and providing the functionality needed to launch
trading in derivatives products ;
• Implementing an IP telephony solution to enable connection via specialized
lines between the trading-rooms of brokerage firms and the Casablanca Stock
Exchange’s watchdog within a remote network.
Promotion of the Stock Market
Measures to promote and popularize the culture of the stock-market continued in
2004, including in particular :
• The organisation of various conferences, workshops and events ;
• The increasing number of training programmes at the Stock Exchange
School and the design of new training modules ;
• Making listed companies more aware of the need for financial
communication ;
• The increase in marketing initiatives towards firms who may seek a market
listing ;
• The implementation of a highly ambitious communication strategy with
large-scale advertising campaigns.
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2 0 0 4 H i g h l i g h t s
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Implementation of an Ambitious Human Resource Policy
In 2004, the Casablanca Stock Exchange recruited a Marketing manager, a Human
Resources Manager, a Communications Manager, a Project Manager and a Compliance
Officer, in order to support its new corporate strategy and to implement its new
organisational structure.
In addition, the Casablanca Stock Exchange organised a staff conference at Marrakech
and a lunch at Casablanca, with the purpose of mobilising all staff members. These
events resulted in the drawing-up a Values Charter founded upon the following themes :
• Team spirit and Creativity ;
• Skills and Professionalism ;
• Development of Human Resources ;
• Transparency and Corporate ethics ;
• Unique identity.
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Econom ic Env i ronment
& S tock -Marke t Background
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E c o n o m i c E n v i r o n m e n t
International Economy
Despite a negative impact from the rise in the oil price and the fluctuation of exchange
rates, the global economy should achieve a 5% growth rate in 2004, the highest in
30 years.
This positive trend is due for a large part to the dynamism of the US economy and of
the major emerging Asian markets.
Global trade should also grow by 8.8% in 2004, against 5.1% in 2003.
In the United-States, the growth rate is likely to have reached 4.4% in 2004, after 3%
in 2003, boosted by tax decreases.
As for Japan’s economy, it has resumed its course of growth after ten years of stagnation.
Boosted by growth in employment, private consumption and investment, Japanese
GDP should advance by 4% in 2004.
On the other hand, the pace of economic growth in the Euro zone remains modest
and unequally distributed across countries. Growth in this zone should be limited to
1.8% in 2004, due to appreciation of the Euro and only a modest recovery in
consumption.
As for emerging countries, GDP growth should amount to 6.6% in 2004, after 6.1%
in 2003, boosted by the strong increase in trade and commerce as well as strong
inflows of private capital.
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A n n u a l R e p o r t 2 0 0 4
Domestic Economy
Despite the unfavourable context, characterised by the upsurge in the oil price andthe slowdown in economic activity in the Euro zone, according to the latest forecasts,the Moroccan economy should record a rate of growth of 3.5% in 2004.
The reason for this solid performance can be found in the agricultural sector whosecereal production reached 83 million quintals, against an initial forecast of 65 millionquintals.
The good performance of the Energy, Mining and Tourism sectors has also played itspart in this advance.
Demand-wise, the increase in consumption, generated in particular by the improvementin agricultural incomes, in conjunction with an inflation rate stabilised at less than2%, will have enabled household demand to grow by 7.5% in 2004.
For the fourth consecutive year, the current account of the balance of paymentsshould show a surplus representing 1.3% of GDP, after 3.7% of GDP in 2003. Thedeterioration in the trade deficit by 3.3 points of GDP between 2003 and 2004 hasbeen largely offset by the 12% rise (MAD 34.6 billion) in revenues from tourism andby a 7.4% increase (MAD 37 billion) in transfers coming from Moroccans residingabroad.
As for the budget deficit, not accounting for revenues from privatisation, it has beenbrought down to 4.4% of GDP owing to solid performance from tax and non-taxrevenues.
Taking into consideration privatisation revenues, the budget deficit represents 3.2%of GDP in 2004.
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S t o c k E x c h a n g e B a c k g r o u n d
International Stock-Markets
The principal global stock-market indices continued their rise, begun in 2003, but
often with a smaller rate of growth than that of the previous year. However, US and
European stock-markets all closed the year in positive territory.
The Dow Jones index of the 30 largest stocks of the New York market thus registered
a rise of 3.6% at the end of December 2004, against +25.3% in 2003.
Europe achieved a similar performance. The CAC 40, benchmark index of the Paris Stock
Exchange, closed above 3,800 points, a 7.7% increase since the beginning of 2004.
The DAX index of Germany’s 30 largest stocks also progressed by 7.3%, whilst the
Footsie, index of the 100 largest stocks of the London Stock Exchange, posted an
annual gain of 7.7%.
Meanwhile, the Nikkei index of the 225 largest stocks quoted on the Tokyo Stock
Exchange also closed 2004 with a slight increase of 7.6%, after a rise of 25% in 2003.
However, East European stock-markets achieved the strongest gains, with increases of
over 50% for the Czech Republic and Austria.
Country Indices 2003 2004
UNITED STATES Dow Jones 25.3% 3.6%
FRANCE CAC 40 16.1% 7.7%
UNITED KINGDOM FTSE 100 13.6% 7.7%
GERMANY DAX 37.1% 7.3%
JAPAN Nikkei 24.5% 7.6%
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A n n u a l R e p o r t 2 0 0 4
Domestic Stock-Market
By the end of 2004, the Moroccan stock-market posted decent growth for the second
consecutive year. Both the MASI® Float and MADEX® Float indices posted gains of +14.7%
and +11% respectively.
Va l u e Tra d e d
The overall value traded reached MAD 71.8 billion in 2004, against
MAD 53.7 billion in 2003, increasing by 34%. Such progress is mainly due to new
exchange listings and public tender offers, which amounted to MAD 25.2 billion and
MAD 10.8 billion respectively.
The Central Market achieved a turnover of MAD 16.2 billion in 2004, an increase of
24% compared to 2003. In contrast, the volume realised on the Block-Trade Market
declined by nearly 50% compared to 2003, amounting to MAD 19.5 billion.
Value Traded (MAD) 2003 2004 AnnualChange
Central Market 13,062,923,474 16,244,079,621 24%
Equities 6,541,847,410 15,208,558,785 132%
Fixed Income 6,521,076,064 1,035,520,836 -84%
Block-Trade Market 38,628,767,096 19,463,734,590 -50%
Equities 38,147,451,813 19,319,361,517 -49%
Fixed Income 481,315,283 144,373,073 -70%
Central and Block-Trade Markets 51,691,690,570 35,707,814,211 -31%
Tender Offers 600,000,000 10,759,876,176 +1,693%
Listings 1,403,011,990 25,233,913,076 +1,699%
Transfers 8,813,021 58,689,731 +566%
Buyback Offers - 2,381,230 -
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S t o c k E x c h a n g e B a c k g r o u n d
Value Traded by Market since 1995
As a whole, on the Central Market and the Block-Trade Market, the value traded for
equities and fixed-income declined by 23% and 83% respectively compared to 2003.
As for Average Daily value traded, it amounted to MAD 140 million in 2004, against
MAD 210 million in 2003, a decrease of 33%.
Value Traded, Annually / Central Market + Block-Trade Market
100.00
90.00
80.00
70.00
60.00
50.00
40.00
30.00
20.00
10.00
-1995 1996 1997 1998 1999 2000 2001 2002 2003 2004
bnMAD
Block-Trade Market
Central Market
Value Traded 2003 2004 AnnualCM + BTM Change
Equities 44,689,299,223 34,527,920,302 -23%
Fixed Income 7,002,391,347 1,179,893,908 -83%
Equities and Fixed Income 51,691,690,570 35,707,814,210 -31%
Average Daily Value Traded 210,128,823 140,030,643 -33%
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A n n u a l R e p o r t 2 0 0 4
Value Traded ,Monthly / Central Market + Block-Trade Market
M a r k e t L i q u i d i t y
The turnover ratio recorded a significant increase in 2004, at 7.4% against 5.7% in
2003, thus regaining its 2002 level. This improvement is due principally to increase
in trade on the central market.
Turnover Ratio
(1) : this ratio is calculated by dividing the volume traded on the central market (shares) by the market capitalisation
Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec
bnMAD
1,122
4,387
2,880 2,827
1,969
4,711
2,114
760
2,155 2,462
908
9,412
18
16
14
12
10
8
6
4
2
-19951994 1996 1997 1998 1999 2000 2001 2002 2003 2004
%
0.82.6
4.7
8.1 8.4
18.0
10.2 10.5
7.4
5.7
7.4
10,000
9,000
8,000
7,000
6,000
5,000
4,000
3,000
2,000
1,000
-
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S t o c k - M a r k e t B a c k g r o u n d
Numbe r o f Tran sac t i on s
In spite of the decline in volumes for equities and fixed-income, the overall number
of transactions recorded a spectacular improvement in 2004 compared to 2003,
realising an increase of 91%. The daily average also registered a gain of 84%, rising
from 154 transactions per day in 2003 to 285 transactions per day in 2004.
M a r k e t Pe r f o r m a n c e
By the end of 2004, the major indices of the Casablanca Stock Exchange, MASI® Float
and MADEX® Float, posted solid gains to close at 4,521.98 points and 3,522.38 points
respectively at 31 December 2004.
Daily Change in Main Indices
Number of Transactions 2003 2004 AnnualChange
Central Market 37,529 72,168 92%
Equities 37,266 72,102 93%
Fixed-Income 263 66 -75%
Block-Trade Market 420 457 +9%
Equities 377 453 20%
Fixed-Income 43 4 -91%
Total 37,949 72,625 91%
Daily average 154 285 85%
4,800
4,600
4,400
4,200
4,000
3,800
3,600
3,400
3,200
3,000
2,800Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec
MASI® Float
MADEX® Float
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A n n u a l R e p o r t 2 0 0 4
By examining the monthly changes in the broad stock index, MASI® Float, four distinct
periods can be identified during the financial year 2004 :
• During the first four months of the year, the MASI® Float enjoyed steady gains,
rising from 3,945.58 points on 2 January to 4,620.91 points on 30 April 2004.
• From May to September, the general index entered a period of almost total
stagnation, stabilising around 4,500 points.
• In October, the MASI® Float suffered a brutal fall to reach its lowest level of the
year on 29 October, at 3,806.15 points.
• Finally, in reaction to the arrival of Ittisalat Al Maghrib, the market enjoyed a
strong recovery in the last two months of the year, carrying the index to
4,521.98 points at 31 December, representing a gain of 14.7% over the year.
The monthly change in the MADEX® Float, the blue-chip index, experienced the same
trend as that of the general index, reaching a peak of 3,599.90 points on 19 April, and
its bottom at 2,863.10 points on 29 October.
M a r k e t C a p i t a l i s a t i o n
By the end of 2004, market capitalisation reached MAD 206.5 billion, against
MAD 115.5 billion in 2003, i.e an annual increase of 79%.
Such a strong increase results principally from the listings of Itissalat Al Maghrib and
Banque Centrale Populaire, as well as the re-rating of the shares of other quoted
companies.
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S t o c k E x c h a n g e B a c k g r o u n d
Market Capitalisation
Market Capitalisation by Sector at 31 December 2004
Regarding the market’s composition by sector, the telecoms sector, since its official
listing in December 2004, has ranked in first place with 36.9% of the total capitalisation,
followed by the banking and construction sectors, with 19.7% and 13.8% respectively.
214
201
188
175
162
149
136
123
110
97
84
bnMAD
Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec
120.6127.0 131.0
135.3 133.0137.2 141.8 143.8 141.6
114.7 118.5
206.5
Telecommunications
Banks
Construction and Building materials
Holding Companies
Food
Beverages
Oil and Gas
Mining
Financial Companies
Others
36.91%
19.71%
13.75%
12.81%
5.85%2.85% 2.23% 1.21% 1.69%
2.99%
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A n n u a l R e p o r t 2 0 0 4
Pub l i c Tende r s
IPOs
Two significant stock-market listings took place in 2004, after two blank years :
• Banque Centrale Populaire’s listing on 6th July 2004, with the sale of 20% of
its capital, i.e. 1,177,610 shares at a price of MAD 680 per share.
• Itissalat Al Maghrib’s listing on 13 December, with the sale of 14.9% of its
capital at the price of MAD 68.25 per share.
Capita l Increases
Furthermore, concerning increases in capital, four transactions occurred in 2004 :
• The capital increase of La Marocaine Vie by subscription in cash, relating to
2,205,000 shares at the price of MAD 100 per share.
• The capital increase of Taslif by capitalisation of reserves and free allotment of
102,250 new shares to existing shareholders on the basis of one new share for
three existing shares.
• The capital increase of BCM by MAD 558,042,100, by subscription in kind for
5,580,421 new shares.
• The capital increase of BMCI from MAD 775,173,400 to MAD 828,599,300, by
conversion of bonds.
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S t o c k E x c h a n g e B a c k g r o u n d
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Fixed-Income Issuance
Public tender by way of fixed-income issuance advanced significantly at the Casablanca
Stock Exchange in 2004 :
This shows the growing appeal of the fixed-income market for large Moroccan issuers
who perceive it to offer a competitive and flexible source of financing.
Issuer Issue date Subscribed Nominal Maturity Nominal Interest Amount Value Rate Payments(mMAD) (MAD)
SALAFIN 01/03/2004 120 100,000 3 years 5.15% 01/03/2004
LYDEC 15/03/2004 775 100,000 15 years 6.77% 15/03/2004
LYDEC 15/03/2004 275 100,000 15 years 6.95% 15/03/2004
TASLIF 19/07/2004 30 100,000 5 years 5.50% 19/07/2004SOMEPI TEXACO 03/08/2004 50 100,000 7 years 5.46% 03/08/2004LUBRIFIANTS
MAROC LEASING 23/11/2004 300 100,000 5 years 5.01% 23/11/2004
SNI 10/12/2004 1,200 100,000 5 years 4.65% 10/12/2004
WAFASALAF 30/12/2004 200 100,000 5 years 5.54% 30/12/2004
TOTAL 2,950
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F inanc ia l S ta tements 2004
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IMMATERIAL FIXED ASSETS (A) 3,214.31 • Initial expenses 3,214.31 • Expenses spread over several years • Reimbursement of premiums paidINTANGIBLE ASSETS (B) 3,429,353.52 2,970,941.89 458,411.63 220,151.19 • Research and development• Patents, brands, intellectual rights and others 3,177,753.52 2,970,941.89 206,811.63 220,151.19 • Goodwill• Other intangible assets 251,600.00 251,600.00 TANGIBLE FIXED ASSETS (C) 28,271,335.37 18,498,562.56 9,772,772.81 3,518,203.45 • Land• Buildings• Plant, materials and equipment 2,904,514.01 2,733,280.16 171,233.85 190,019.44 • Vehicles 227,620.67 213,662.32 13,958.35 31,895.75 • Office furniture, fixtures and fittings 25,008,953.28 15,551,620.08 9,457,333.20 3,291,365.19 • Other tangible fixed assets 4,923.07 4,923.07 4,923.07 • Tangible fixed assets in progress 125,324.34 125,324.34 INVESTMENTS (D) 98,521,177.43 98,521,177.43 98,993,929.11 • Long-term loans 559,632.44 559,632.44 386,666.77 • Other finance receivables 96,961,544.99 96,961,544.99 97,607,262.34 • Investments in non-consolidated companies• Other equity securities 1,000,000.00 1,000,000.00 1,000,000.00 TRANSLATION ADJUSTMENTS (E)• Decrease in finance receivables• Increase in financing liabilities
TOTAL I (A + B + C + D + E) 130,221,866.32 21,469,504.45 108,752,361.87 102,735,498.06STOCKS (F) 162,140.82 162,140.82 146,382.43 • Merchandise• Raw materials and consumables 162,140.82 162,140.82 146,382.43 • Work in progress • Semi-finished goods • Finished goods RECEIVABLES (G) 16,244,624.00 16,244,624.00 12,850,289.54 • Debtors, pre-payments• Trade receivables 9,205,980.66 9,205,980.66 3,680,913.07 • Staff 20,149.79 20,149.79 18,906.68 • Payroll costs 1,895,263.14 1,895,263.14 2,496,949.38 • Associates’ account• Other receivables 1,800.00 1,800.00 1,800.00 • Adjustment accounts - Assets 5,121,430.41 5,121,430.41 6,651,720.41 INVESTMENTS & OTHER HOLDINGS (H) 111,032,349.92 111,032,349.92 78,918,973.22 TRANSLATION ADJUSTMENTS (I) 16,928.34 16,928.34 10,915.78 (current items)
TOTAL II (F + G + H + I) 127,456,043.08 127,456,043.08 91,926,560.97 CASH & CASH EQUIVALENTS – ASSETS 3,996,680.70 3,996,680.70 640,173.19 • Cheques awaiting deposit• Bank deposits 3,993,201.11 3,993,201.11 633,340.10 • Cash in hand 3,479.59 3,479.59 6,833.09
TOTAL III 3,996,680.70 3,996,680.70 640,173.19TOTAL ASSETS I + II + III 261,674,590.10 21,469,504.45 240,205,085.65 195,302,232.22
ASSETS FINANCIAL YEAR 2004
Gross Net NetDepreciation charges
and provisions
FINANCIAL YEAR 2003
FI
XE
D
AS
SE
TS
CU
RR
EN
T
AS
SE
TS
CASH
& C
ASH
EQU
IVA
LEN
TS
Balance Sheet Assets at 31 December 2004
28
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SHARHOLDER’S EQUITY
• Common stock 14,545,600.00 14,545,600.00
• Less : subscribed shareholders’ capital called-up
non-called-up 14,545,600.00 14,545,600.00
of which paid 14,545,600
• Paid-in capital in excess of par 2,045,475.00 2,045,475.00
• Translation adjustments
• Legal reserve 1,454,560.00 1,181,830.00
• Other reserves 128,786,624.35 128,786,624.35
• Net income before appropriation 22,754,073,66 10,932,832.75
• Net results to be assigned
• Net income for financial year 19,094,815.14 14,275,810.91
TOTAL SHAREHOLDER’S EQUITY (A) 188,681,148.15 171,768,173.01
SHAREHOLDERS’ EQUITY FROM MINORITY INTERESTS (B) 5,601,890.64
• Investment subsidies
• Regulatory provisions 5,601,890.64
LONG-TERM DEBTS (C) 490,185.00
• Debt
• Other payables 490,185.00
PROVISIONS FOR CONTINGENCIES AND CHARGES (D) 7,908,000.00 7,113,000.00
• Provisions for contingencies
• Provisions for charges 7,908,000.00 7,113,000.00
TRANSLATION ADJUSTMENTS – LIABILITIES (E)
• Increase in finance receivables
• Decrease in finance liabilities
TOTAL I (A + B + C + D + E) 202,191,038.79 179,371,358.01
SHORT-TERM DEBTS (F) 35,557,728.33 14,577,229.54
• Accounts and notes payables 11,306,178.26 2,381,005.57
• Creditors, accrued expenses
• Staff 3,871,224.59 3,797,317.15
• Associations 2,386,436.67 2,136,794.93
• State 10,315,205.36 1,182,359.91
• Associates’ accounts 475.00 325.00
• Accrued government taxes (other than income taxes) 7,565,431.96 5,043,462.58
• Other deferred income and accrued expenses – liabilities 112,776.49 35,964.40
OTHER PROVISIONS FOR CONTINGENCIES AND CHARGES (G) 1,953,369.65 1,353,644.67
TRANSLATION ADJUSTMENTS (current items) (H)
TOTAL II (F + G + H) 37,511,097.98 15,930,874.21
CASH & CASH EQUIVALENTS – LIABILITIES
• Discount notes
• Treasury notes
• Bills of credit 502,948.88
TOTAL III 502,948.88
TOTAL LIABILITIES (I + II + III) 240,205,085.65 195,302,232.22
LIABILITIES FINANCIAL YEAR 2004 FINANCIAL YEAR 2003
SO
UR
CE
S
OF
F
IN
AN
CE
CU
RR
EN
T
LIA
BIL
ITIE
S
Balance Sheet Liabilities at 31 December 2004
29
CASH
& C
ASH
EQU
IVA
LEN
TS
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OPERATING REVENUES
• Sale of merchandise 110,278.18 110,278.18 56,301.30
• Sale of goods and services 71,588,146.21 71,588,146.21 47,392,373.55
• Net sales 71,698,424.39 71,698,424.39 47,448,674.85
• Change in inventories (+ or -) (1)
• Fixed assets produced by the company
for internal use
• Operating subsidies
• Other income 33,333.34 33,333.34 26,586.63
• Reversals of operating provisions : transfer of expenses 2,105,938.07 2,105,938.07 86,227.75
TOTAL I 73,837,695.80 73,837,695.80 47,561,489.23
OPERATING EXPENSES
• Cost of goods sold (2)
• Purchases of materials and furnishings (2)
used in production 1,340,317.29 1,340,317.29 1,573,160.21
• Other external expenses 13,932,536.98 1,950.00 13,934,486.98 7,039,833.33
• Taxes other than on income 6,090,493.19 6,090,493.19 8,040,216.19
• Payroll costs 21,791,679.50 21,791,679.50 18,909,883.80
• Other operating expenses 1,800,000.00 1,800,000.00 1,958,378.06
• Depreciation charges and provisions (operating) 3,362,596.00 3,362,596.00 3,876,626.22
TOTAL II 48,317,622.96 1,950.00 48,319,572.96 41,398,097.81
NET OPERATING INCOME ( I - II ) 25,518,122.84 6,163,391.42
FINANCIAL REVENUES
• Revenues from investments and long-term holdings
• Foreign exchange gains 4,329.78 4,329.78 2,849.39
• Interest received and other financial revenues 7,679,973.90 7,679,973.90 10,718,655.57
• Reversals of financial provisions : transfer of expenses
TOTAL IV 7,684,303.68 7,684,303.68 10,721,504.96
FINANCIAL EXPENSES
• Interest charges 8,702.42 8,702.42 5,272.09
• Foreign exchange losses 5,082.42 5,082.42 12,677.79
• Other financial expenses 782,224.87 782,224.87 883,817.37
• Depreciation charges and provisions (financial) 16,928.34 16,928.34 10,915.78
TOTAL V 812,938.05 812,938.05 912,683.03
NET FINANCIAL INCOME ( IV - V ) 6,871,365.63 9,808,821.93
NET RECURRING INCOME ( III + VI ) 32,389,488.47 15,972,213.35
1) Change in inventories : final stocks – initial stocks ; increase (+) ; decrease (-)2) Cost of goods sold or used in production : purchases – change in inventories
NATURE OPERATIONSSpecific to the
financial year (A)Previous financial
years (B)
TOTALS FISCAL YEAR 2004(C)=(A)+(B)
TOTALS FISCAL YEAR 2003
OP
ER
AT
IN
GF
IN
AN
CI
AL
Income Statement
30
I
II
III
IV
V
VI
VII
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RECURRING INCOME (carried forward) 32,389,488.47 15,972,213.35
NON-RECURRING REVENUES
• Revenues from the sale of fixed assets 35,000.00 35,000.00 51,000.00
• Balancing subsidy
• Reversals on investment subsidies
• Other non-current revenues 78,471.19 78,471.19 32,823.26
• Non-current reversals : transfer of charges
TOTAL VIII 113,471.19 113,471.19 83,823.26
NON-RECURRING EXPENSES
• Net values from depreciation 89,727.28 89,727.28 2,537.50
of fixed assets sold
• Subsidies granted
• Other non-current expenses 65,669.60 65,669.60 186,654.20
• Non-current depreciation charges 5,601,890.64 5,601,890.64 1,300,000.00
and provisions
TOTAL IX 5,757,287.52 5,757,287.52 1,489,191.70
NET NON-RECURRING INCOME ( VIII - IX ) -5,643,816.33 -1,405,368.44
INCOME BEFORE TAXES ( VII + or - X ) 26,745,672.14 14,566,844.91
INCOME TAXES 7,650,857.00 7,650,857.00 291,034.00
NET INCOME ( XI - XII ) 19,094,815.14 14,275,810.91
TOTAL REVENUES ( I + IV + VIII ) 81,635,470.67 58,366,817.45
TOTAL EXPENSES ( II + V + IX + XII ) 62,540,655.53 44,091,006.54
NET INCOME (Total Revenues – Total Expenses) 19,094,815.14 14,275,810.91
NO
N-
RE
CU
RR
IN
G
VII
VIII
IX
X
XI
XII
XIII
XIV
XV
XVI
NATURE OPERATIONSSpecific to the
financial year (A)Previous financial
years (B)
TOTALS FISCAL YEAR 2004(C)=(A)+(B)
TOTALS FISCAL YEAR 2003
at December 31st, 2004 (excluding taxes)
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Statutory Auditors’ General Report
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Statutory Auditors’ General Repor t (at 31 December 2004)
In accordance with the terms of our appointment at your Annual General Meeting on9 March 2004, we have conducted the audit of the enclosed Financial Statements ofthe Casablanca Stock Exchange, for the financial year ending 31 December 2004,which include the balance sheet, the income statement, the statement of provisionalbalances, the flow-of-funds statement and the notes to the Financial Statements.These statements, which record shareholders’ equity and investment provisions ofMAD 194,283,038.79 and net income of MAD 19,094,815.14, are the responsibilityof the company’s Executive Board. Our liability lies in issuing an opinion about suchreports based on our audit.
We conducted our audit in accordance with professional standards applied inMorocco. Those standards require that we plan and perform our audit to obtainreasonable reassurance that the Financial Statements are free from material misstatement.An audit includes examining, on a test basis, evidence supporting the amounts anddisclosures in the Financial Statements. An audit also includes assessing the accountingprinciples used and significant estimates made by the Executive Board in thepreparation of the Financial Statements as well as evaluating the overall presentationof the Financial Statements. We believe that our audit provides a reasonable basis forour opinion.
OPINION ON THE FINANCIAL STATEMENTSIn our opinion, the Financial Statements, to which we refer in the first paragraphabove, present fairly, in all material respects, the assets and liabilities and financialposition of the Casablanca Stock Exchange at 31 December 2004 and the results ofoperations for the year ended, in accordance with Morocco’s generally acceptedaccounting principles.
SPECIFIC PROCEDURES AND INFORMATIONWe have also performed the specific procedures required by law. We are satisfied thatthe information given in the Executive Board’s report, addressed to shareholders,agrees with that of the Financial Statements.
Casablanca, 16 February 2005
Statutory Auditors
FIDAROC PRICE WATERHOUSE
Faïçal MEKOUAR Aziz BIDAHManaging Partner Partner
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Resolutions of the Annual General Meeting of Shareholders
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Resolut ions of the Annual GeneralMeeting of Shareholders of 15 March 2005
FIRST RESOLUTION The Annual Meeting, having reviewed the report of the Executive Board, the comments ofthe Supervisory Board on the aforementioned report and the report of the StatutoryAuditors, shall approve them in their totality as well as the balance sheet and incomestatement for the financial year ended 31 December 2004 which shows net incomeof MAD 19,094,815.14.
This resolution was put to the vote and approved unanimously.
SECOND RESOLUTION The Annual Meeting shall entirely and definitively discharge the members of theExecutive and Supervisory Boards of their mandate for the financial year ended 31 December 2004.
This resolution was put to the vote and approved unanimously.
THIRD RESOLUTION The Annual Meeting, upon the proposal of the Executive Board, shall decide to app-ropriate income as follows :
Net income of financial year 2004 19,094,815.14Retained earnings brought forward from previous year 22,754,073.66
Total distributable income 41,848,888.80
The Annual Meeting resolves to appropriate distributable income as follows :To the payment of a dividend 2,181,840.00
Balance 39,667,048.80
To un-appropriated retained earnings.
The date of dividend payment is set as 30 April 2005.
This resolution was put to the vote and approved unanimously.
FOURTH RESOLUTION The Annual Meeting shall endorse the decision to allocate to members of theSupervisory Board a gross amount of MAD 1,800,000 for attendance fees for the year2004, on the basis that the latter assumes responsibility for their distribution amongits members.
This resolution was put to the vote and approved unanimously.
FIFTH RESOLUTION The Annual Meeting, having reviewed the co-auditors’ special report on the conventionsunder articles 95 and those which follow of law n° 17/95 governing public limitedcompanies, shall approve the conclusions of the said report.
This resolution was put to the vote and approved unanimously.
SIXTH RESOLUTIONThe Annual Meeting shall grant power-of-attorney to the bearer of a copy or extractof the present document so as to undertake the necessary formalities as requested by law.
This resolution was put to the vote and approved unanimously.
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Useful Contacts
BROKER AGE F IRMS
ATTIJARI INTERMEDIATION
15 bis, Bd. Moulay Youssef - Casablanca
Tel.: (212) 22 49 14 82 • Fax : (212) 22 20 25 15
BMCE-CAPITAL BOURSE
BMCE siège - 140, Av. Hassan II - Casablanca
Tel.: (212) 22 48 10 01 • Fax : (212) 22 48 09 52
BMCI BOURSE
Bd. Bir Anzarane, Imm. Romandie - Casablanca
Tel.: (212) 22 39 32 10 • Fax : (212) 22 39 32 09
CFG MARCHES
5-7, Rue Ibn Toufaïl, Quartier Palmier - Casablanca
Tel.: (212) 22 25 01 01 • Fax : (212) 22 98 11 12
CREDIT DU MAROC CAPITAL
8, Rue Ibnou Hilal, Quartier Racine - Casablanca
Tel.: (212) 22 94 07 44 • Fax : (212) 22 94 07 66
EUROBOURSE
Av. des Forces Armées Royales, Tour Habous, 5ème étage - Casablanca
Tel.: (212) 22 54 15 54 • Fax : (212) 22 54 14 46
FINERGY
22-29, Rue Bab El Mansour, Espace Porte d'Anfa - Casablanca
Tel.: (212) 22 36 87 76 • Fax : (212) 22 36 87 84
ICF AL WASSIT
29, Rue Bab El Mansour, Espace Porte d'Anfa - Casablanca
Tel.: (212) 22 36 93 84/89 • Fax : (212) 22 39 10 90
MAROC SERVICE INTERMEDIATION
Imm. Zénith, Rés.Tawfiq, Sidi Maârouf - Casablanca
Tel.: (212) 22 97 49 61 • Fax : (212) 22 97 49 73/74
36
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SAFABOURSE
181, Bd. Massira Al Khadra - Casablanca
Tel.: (212) 22 23 59 24 • Fax : (212) 22 23 59 50
SOGEBOURSE
55, Bd. Abdelmoumen - Casablanca
Tel.: (212) 22 43 98 40 • Fax : (212) 22 26 80 18
UPLINE SECURITIES
37, Angle Bd. Abdellatif Ben kaddour et Rue Ali Ben Abderrazak - Casablanca
Tel.: (212) 22 95 49 60/61 • Fax : (212) 22 95 49 62/63
MARKET INSTITUTIONS
MINISTRY OF FINANCE AND PRIVATISATION
TREASURY DIRECTORATE AND EXTERNAL FINANCES
Quartier Administratif Chellah - Rabat
Tel.: (212) 37 67 73 54/55 • Fax : (212) 37 67 75 32
COUNCIL FOR THE CODE OF ETHICS IN SECURITIES MARKET (CDVM)
6, Rue Jbel Moussa, Agdal - Rabat
Tel.: (212) 37 68 89 00/01/02 • Fax : (212) 37 67 75 32
MAROCLEAR
18, Route d’El Jadida - Aïn Chock Hay Hassani - Casablanca
Tel.: (212) 22 98 31 31 • Fax : (212) 22 99 44 64
PROFESS IONAL ASSOCIATIONS
PROFESSIONAL ASSOCIATION OF BOKERAGE FIRMS (APSB)
Angle Av. des Forces Armées Royales et Rue Mohammed Errachid - Casablanca
Tel.: (212) 22 54 23 33/34/35 • Fax : (212) 22 54 23 36
37
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www.casablanca-bourse.com
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Avenue des Forces Armées Royales - Casablanca - MoroccoTel.: (212) 22 45 26 26/27 - Fax : (212) 22 45 26 25
www.casablanca-bourse.com
Creat ing Value
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