RISMA Capital Raise investor note

Risma SA, a prominent player in Morocco's hospitality and leisure sector, has established itself as a key operator in the region's tourism industry since its founding in 1993. Headquartered in Casablanca, the company focuses on the acquisition, construction, and management of hotels and tourist complexes, capitalizing on Morocco's growing appeal as a destination for both leisure and business travelers. With a portfolio that includes well-known properties under international brands, Risma benefits from strategic partnerships that enhance its operational efficiency and market reach. The Moroccan hotel market is projected to expand from approximately $810 million in 2024 to $1.12 billion by 2029, driven by increasing tourist arrivals, infrastructure improvements, and government initiatives to boost the sector. This growth trajectory provides a supportive backdrop for Risma's activities, as the company positions itself to capture rising demand in key cities like Marrakech and Casablanca.

Historically, Risma has demonstrated resilience and steady expansion in a competitive landscape. The company's business model revolves around owning and operating upscale hotel assets, often in partnership with global hospitality groups, which allows it to leverage established branding and management expertise. Over the years, Risma has invested in property renovations and portfolio optimization to maintain high occupancy rates and revenue per available room (RevPAR). For instance, in 2024, the company emphasized sustained growth and asset refurbishments amid a vibrant hotel sector. This approach has contributed to consistent revenue generation, with net sales increasing by 9.38% in the most recent reporting period. Total operating revenue mirrored this trend, reflecting the company's ability to navigate economic fluctuations, including post-pandemic recovery and regional geopolitical influences.

Examining recent financial performance, Risma has shown robust results across key metrics. In 2024, the company reported a 33% increase in profits compared to the prior year, underscoring effective cost management and revenue growth initiatives. Consolidated revenue for the full year reached approximately 1.32 billion Moroccan Dirhams (MAD), supporting a market capitalization of around 5.80 billion MAD. Earnings stood at 225.02 million MAD, highlighting profitability amid sector expansion. Moving into 2025, the momentum continued. In the second quarter of 2025, consolidated revenue settled at 375 million MAD, marking a 9% year-over-year increase. For the first half of 2025, revenue climbed to 653 million MAD, up 9% from the 597 million MAD recorded in the first half of 2024. Net profit attributable to the group surged by 55% to 117 million MAD in the same period, driven by higher occupancy, pricing power, and operational efficiencies. These figures illustrate Risma's capacity to generate strong cash flows and reinvest in its assets, with a focus on premium segments that yield higher margins.

A pivotal development in Risma's strategy was the acquisition of the Centre Multifonctionnel de Guéliz (CMG) in October 2025, valued at approximately $57 million. This entity owns the Radisson Blu Hotel Marrakech Carré Eden and the adjacent Carré Eden Shopping Center, adding a high-profile mixed-use property to Risma's portfolio. The acquisition aligns with the company's long-term vision of expanding in prime urban locations, where integrated hotel and retail offerings can drive synergies and diversified revenue streams. By incorporating internationally branded hotels like Radisson Blu, Risma enhances its appeal to global tourists and business travelers, while the shopping center component provides ancillary income from leasing and operations. This move not only bolsters Risma's presence in Marrakech—a key tourism hub—but also supports broader portfolio diversification away from pure hospitality into complementary real estate assets.

To fund this strategic acquisition and support ongoing development programs, Risma announced a share capital increase in January 2026. The operation involves issuing 1,500,000 new ordinary shares at a fixed price of 300 MAD per share, comprising 100 MAD nominal value and 200 MAD issuance premium, for a total amount of 450 million MAD. This equity raise is reserved for the public, with the preferential subscription rights of existing shareholders suppressed to broaden participation. The subscription period runs from January 26 to January 30, 2026, structured into two order types: Type I for 1,000,000 shares targeting larger investors with minimum and maximum thresholds, and Type II for 500,000 shares with more flexible access. Allocation follows pro rata rules in case of oversubscription, with provisions for transferring excess demand between types if needed. The proceeds are earmarked specifically for refinancing the CMG acquisition, enabling Risma to optimize its balance sheet without increasing debt levels. Post-operation, the company's share capital will rise to 1.583 billion MAD, with total shares outstanding at 15,826,947 and an increased free float of 19.98%. Major shareholders, including RMA (36.74%) and Mutris SCA (33.34%), maintain significant stakes, providing stability while allowing new investors to participate in the growth story.

From a governance perspective, Risma adheres to high standards as a listed entity on the Casablanca Stock Exchange (Main Market, Principal A compartment, ISIN MA0000011462). The company's board and management team oversee strategic decisions, with a focus on sustainable growth and risk mitigation. The capital raise does not alter governance structures but reinforces equity base, potentially improving financial ratios such as debt-to-equity. Consolidated equity post-operation is projected at 2.160 billion MAD, offering a solid foundation for future expansions.

Investors considering participation should weigh the associated risks. Liquidity risk arises from potential delays in selling shares at favorable prices due to market conditions on the Casablanca Stock Exchange. Volatility risk is inherent, as share prices may fluctuate based on supply-demand dynamics, company performance, and external factors like tourism trends or economic downturns. Capital loss risk is present, with the possibility of investment value declining below the subscription price, exacerbated if leverage is used. Broader sector risks include sensitivity to geopolitical events, currency fluctuations (given international tourism exposure), and competitive pressures from new entrants or alternative accommodations like short-term rentals. However, the AMMC's registration of the reference document for 2024 and the first half of 2025 provides transparency, though it does not constitute a guarantee of investment quality.

Despite these considerations, the investment case for Risma appears compelling for those seeking exposure to Morocco's burgeoning tourism economy. The company's track record of revenue and profit growth, combined with strategic acquisitions like CMG, positions it for continued outperformance. The capital increase offers an entry point at a fixed price, potentially attractive relative to current market valuations, while enhancing liquidity through a higher free float. As Morocco invests in infrastructure and promotes tourism—evidenced by events like the FIFA World Cup co-hosting in 2030—Risma stands to benefit from increased visitor numbers and spending. For portfolio managers focused on emerging market consumer discretionary plays, Risma represents a diversified bet on hospitality recovery and expansion, backed by solid financials and a clear path to value creation through asset optimization and market leadership.

1. DOCUMENT DE REFERENCE (REFERENCE DOCUMENT)

The Document de Référence for RISMA SA, registered by the Autorité Marocaine du Marché des Capitaux (AMMC) under reference EN/EM/001/2026 on January 13, 2026, provides a comprehensive overview of the company's activities, financial performance, governance, risks, and other relevant information for the fiscal year 2024 and the first half of 2025. RISMA SA is a leading Moroccan hospitality company, founded in 1993 and listed on the Casablanca Stock Exchange (Main Market, Principal A compartment, ISIN MA0000011462). It specializes in the acquisition, construction, and management of hotels and tourist complexes, operating 23 hotels as of mid-2025, with plans to expand to 28 by 2030. The company operates in three segments: luxury and high-end, mid-range, and economy hotels, primarily in key Moroccan cities like Marrakech and Casablanca, in partnership with international brands such as Radisson Blu. The document emphasizes RISMA's resilience in the tourism sector, supported by Morocco's growing tourism market, projected to expand from $810 million in 2024 to $1.12 billion by 2029. It includes audited financial statements for 2024 and limited review for H1 2025, governance structures, shareholder information, and risk factors.

Financial Performance for Fiscal Year 2024

RISMA demonstrated steady recovery and growth in 2024, benefiting from increased tourist arrivals and operational optimizations. Consolidated revenue reached 1,264 million MAD, representing an 8% increase from 1,175 million MAD in 2023. This growth was driven by higher occupancy rates (reaching 59%, up 2 points) and pricing power in premium segments. Net profit showed a 33% increase compared to 2023, reflecting improved margins and cost management. Free cash flow for 2024 was 410.48 million MAD, with operating cash flow at 435.03 million MAD. EBITDA increased by 19.51%, and operating profit margin rose by 4.67%. Net profit grew by 56.96% year-over-year. Total assets decreased by 4.54%, while total equity increased by 8.5%. These figures underscore RISMA's ability to navigate post-pandemic challenges and regional geopolitical influences.

The consolidated income statement for 2024 (extracted from related reports) is summarized below (all figures in million MAD):

(Note: Exact line-item breakdown for 2024 income statement is referenced in the annual financial report, with key growth metrics as listed.)

The consolidated balance sheet as of December 31, 2024 (comparative figures from H1 2025 report) is as follows (all figures in million MAD):

Net debt was 1,086 million MAD, with gearing at 64%.

Cash flow statement highlights for 2024 include operating cash flow of 435 million MAD and free cash flow of 410.48 million MAD.

Financial Performance for First Half of 2025

The document includes detailed financials for H1 2025, showing continued momentum. Consolidated revenue was 653 million MAD, up 9% from 597 million MAD in H1 2024, driven by an 8% rise in room nights and a 3-point occupancy increase to 58%. EBITDA reached 246 million MAD, up 20% from 205 million MAD (excluding exceptional items, 230 million MAD, up 12%). Operating result was 172 million MAD, up from 116 million MAD. Net result attributable to the group surged 55% to 117 million MAD (excluding exceptional items, 100 million MAD, up from 65 million MAD). Net debt increased to 1,184 million MAD, with leverage at 41% and gearing at 69%.

The consolidated income statement for H1 2025 is as follows (all figures in million MAD):

Breakdown by segment:

The consolidated balance sheet as of June 30, 2025 is as follows (all figures in million MAD):

Cash flow statement for H1 2025:

Key ratios: Leverage 41%, Gearing 69%, Net Debt 1,184 million MAD, Working Capital 196 million MAD.

Governance and Shareholder Information

RISMA is governed by a Directorate and Supervisory Board. Major shareholders include RMA (36.74%), Mutris SCA (33.34%), and a free float of 19.98% post-capital increase. The document details board members, remuneration, and compliance with Moroccan corporate governance standards.

Risks

The document outlines liquidity risk (limited market liquidity on Casablanca Stock Exchange), volatility risk (share price fluctuations due to market dynamics), capital loss risk (potential loss of invested capital), sector-specific risks (geopolitical events, currency fluctuations, competition from alternative accommodations), and operational risks (tourism demand variability).

Other Important Information

Subsidiaries include Chayla (100%), Emirotel (100%), Moussafir (66.67%), with equity method for Société Marocaine d'Hôtellerie Économique (50%). Post-H1 2025 events include the July 2025 SPA for CMG acquisition (524 million MAD). Projections for 2025 anticipate higher net current result than 2024, assuming stable tourism conditions.

2. OPERATION NOTE

The Note d'Opération, visé by the AMMC on January 13, 2026 under reference VI/EM/001/2026, details the capital increase operation for RISMA SA. The operation involves issuing 1,500,000 new ordinary shares at a fixed price of 300 MAD per share (100 MAD nominal + 200 MAD premium), for a total of 450 million MAD, reserved for the public with suppression of preferential subscription rights. It is part of a prospectus with the reference document. The operation funds development, including refinancing the CMG acquisition (Radisson Blu Hotel Marrakech and Carré Eden Shopping Center, valued at approximately $57 million).

Operation Details and Subscription Terms

• Subscription period: January 26 to January 30, 2026.

• Allocation: February 4, 2026.

• Settlement/Delivery: February 13, 2026.

• Admission to trading: February 10, 2026.

• Order Types:

  • Type I: 1,000,000 shares, minimum 10,000 shares, pro-rata allocation.

  • Type II: 500,000 shares, no minimum, iterative then pro-rata allocation.

• Eligibility: Resident/non-resident individuals and legal entities, qualified investors; excludes short-term OPCVMs.

• Coverage: 100% for non-qualified, none for qualified Moroccan, variable for foreign.

• Costs: Approximately 2.8% borne by issuer; subscriber commissions 0.6% HT intermediation + others + 10% TVA.

Financial Impacts

Pre-operation (June 30, 2025):

• Shares: 14,326,947.

• Social Capital: 1,433 million MAD.

• Equity (Consolidated): 1,710 million MAD.

Post-operation:

• Shares: 15,826,947.

• Social Capital: 1,583 million MAD.

• Equity (Consolidated): 2,160 million MAD.

Shareholding post-operation:

• RMA: 33.26%.

• RMA Assurance "Vie": 21.87%.

• Mutris SCA: 30.18%.

• Floating: 19.98%.

Valuation metrics (2025e): EV/EBITDA 11.3x, P/E 17.2x.

Risks

Liquidity, volatility, capital loss, no AMMC guarantee.

Other Important Information

Attestations from president, advisors, auditors, and legal counsel confirm accuracy. No underwriting guarantee. Use of proceeds: Development financing, CMG refinancing.