MIRA INFORM REPORT

 

 

Report Date :

09.01.2007

 

IDENTIFICATION DETAILS

 

Name :

DEAD SEA WORKS LTD.

 

 

Registered Office :

P.O. Box 75 (84100), 1 Kreitzer Street, Potash House, Beer Sheva

84894

 

 

Country :

Israel

 

 

Financials (as on) :

31.12.2005

 

 

Date of Incorporation :

1930

 

 

Legal Form :

Public Limited Liability Company

 

 

Line of Business :

Producers, manufacturers, exporters and marketers of potash and other chemicals from the Dead Sea.

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

 

Status :

Satisfactory

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 


name

 

DEAD SEA WORKS LTD.

 

 

address

 

P.O. Box 75 (84100)

1 Kreitzer Street, Potash House

BEER SHEVA   84894   ISRAEL

Telephone         972 8 646 51 11

Fax                   972 8 646 55 09

 

 

HISTORY

 

A public limited liability company, incorporated as per file No. 52-001937-3 on the 26.6.1952, continuing activities which originally began in 1930.

 

At a later date subject published a prospectus offering shares to the public.

 

In March 2000 following a successful tender offer for subject’s shares published by its parent, ISRAEL CHEMICALS LTD., the latter gained full control of subject, and consequently, subject’s shares were de-listed from the Tel Aviv Stock Exchange.

 

 

SHARE CAPITAL

 

Authorized share capital NIS 650,000,000.00, divided into - 1 special share,

649,999,999 ordinary shares, all of NIS 1.00 each, of which shares amounting to NIS 309,093,149.00 were issued.

 

 

SHAREHOLDERS

 

Subject is a fully owned by ISRAEL CHEMICALS LTD. (hereinafter ICL), a public limited liability company whose shares are traded on the Tel Aviv Stock Exchange, of the ISRAEL CORP. LTD. Group, controlled by the Ofer Bros.

 

In 1999 the OFER BROS Group acquires the ISRAEL CORP. LTD. which controls subject (via ICL).

 

In March 2000, ICL gained full control of subject, after it purchased 10.8% of subject’s shares from the public, in consideration of NIS 584 million.

 

The one single special share is held by the State of Israel (given the fact subject holds rights on Israel national resource).

 

 

 

DIRECTORS

 

Yossi Rosen      - Chairman of ICL and CEO of THE ISRAEL CORP.,

Akiva Moses      - Chairman of subject and CEO of ICL,

Eli Amit - CFO of ICL,

Gilad Shavit,

Alexander Paz,

Moshe Vidman,

Haim Erez,

Ehud Buch,

Shlomo Maoz,

Amir Makov,

Avisar paz,

Yossi Lastigson,

Avi Deutchman,

Yehoshua Gold.

 

 

GENERAL MANAGER

 

Asher Greenbaum.

 

 

BUSINESS

 

Subject is part of ICL FERTILIZERS Division in the ICL Group, which is the largest division in ICL. Producers, manufacturers, exporters and marketers of potash and other chemicals from the Dead Sea.

 

Potash is extracted from the Dead Sea in the largest solar evaporation pond array in the world, and is also mined in Spain and England.

 

Subject holds the rights from the State for mineral production from the Dead Sea. Over 90% of sales are for export, to over 60 countries worldwide.

 

Operating from large premises near the Dead Sea and offices in Potash House, 1 Kreitzer Street, Beer Sheva and from large potash plants in Spain and the UK. Also operating from offices of subsidiaries and affiliated worldwide.

 

Having several thousands employees. There are 9,470 employees serving the ICL Group.

 


MEANS

 

Financial data is included in the consolidated B/S of parent company, ISRAEL CHEMICALS LTD., which shows:

 

ASSETS                                                                            31.12.2005                   30.09.2006

Current Assets:

       Cash and cash equivalents                                                 57,236                       53,963

       Investments, deposits and short term loans                         58,767                       70,049

       Customers                                                                      503,446                      480,750

       Other debtors                                                                  115,382                      164,673

       Stock                                                                          __652,521                  __748,670

                                                                                          1,387,352                   1,518,105

 

Long term investments and debit balance                                   89,297                      109,687

Fixed assets (net)                                                                1,661,936                   1,668,692

Other assets and deferred expenses (net)                             __185,357                  __179,692

                                                                                          3,323,942                   3,476,176

                                                                                        ========                 ========

 

LIABILITIES

Current Liabilities                                                                    897,130                      914,531

Long term liabilities                                                                 926,321                      917,193

Minority rights                                                                            7,747                         9,109

Equity                                                                                 1,492,744                   1,635,343

                                                                                          3,323,942                   3,476,176

                                                                                        ========                 ========

 

 

ICL’s current market value US$ 7,626.4 million.

 

Subject is an “Approved Enterprise”, and as such enjoys State benefits and tax incentives.

In November 2000, the Investment Center Administration approved investment plans of subject and sister company DEAD SEA BROMINE, for the sum of US$ 140 million.

 

The investment Centre has also approved subject's plan to establish an Aluminum Chloride plant in Sodom (estimated investment US$ 7 million).

 

In December 2003, the Investment Center Administration approved a further US$ 14 million investment plan in the expansion of subject's plant.

 

There are 2 charges for unlimited amounts registered on the company's assets, in favor of the State of Israel and CRYSTAL PURCHASING LTD.

 

 

ANNUAL SALES

 

Subject pays royalties to the State of Israel as part of the rights given for mineral production from the Dead Sea.

 

Subject ended 2000 with a net profit of NIS 69,726,000.

Subject ended 2002 with a net profit of US$ 35,950,000.

Subject ended 2003 with a net profit of US$ 102,776,000.

Subject ended 2004 with a net profit of US$ 179,295,000.

Subject ended 2005 with a net profit of US$ 260,423,000.

Subject's sales comprise around two thirds of ICL FERTILIZERS Division. Sales of potash in 2005 were little over US$ 1,000,000,000, with operational profit of US$ 333,000,000.

 

                                                                                        ISRAEL CHEMICALS LIMITED

                                                                                      Consolidated Statement of Income

                                                                                                   US$ (thousands)

                                                                                                  Year ended 31.12

 

                                                                                         2003              2004                2005

Sales                                                                           2,270,906        2,714,955        2,986,001

 

Gross profit                                                                     712,757           937,050        1,140,653

 

Operating income                                                             210,688           354,368          561,329

 

Income before taxes on income                                         126,971           309,455          514,272

 

Net income                                                                      103,077           250,503          422,173

                                                                                    =======         =======        =======

 

           

Consolidated ICL sales for the 3 quarters of 2006 US$ 2,418,533,000 (a 9.4% increase compared to the parallel period in 2005), making a gross profit of US$ 842,246,000, an operating income of US$ 388,722,000 and a net profit of US$ 283,695,000.

 

 

OTHER COMPANIES 

 

Subject’s subsidiaries:

 

ASHLEY CHEMICALS (HOLLAND) B.V. 100%

IBER POTASH S.A., Spain, 100% owned by the a/m

ASHLEY CHEMICALS LIMITED – U.K., 100%

POTASH TECHNOLOGY INDUSTRIES LTD., 100%

POTASH TECHNOLOGY INDUSTRIES B.V., Holland, 92.5%

SINO ISRAEL KINKAY POTASH CO., 33.33%

CLEAVLAND POTASH LIMITED, UK

 

Also part of ICL FERTILIZERS Division:

ICL FERTILIZERS MARKETING LP,

FERTILIZERS AND CHEMICALS LTD., manufacturers, marketers, exporters of nitrogen and phosphorus fertilizers, industrial chemicals, feed additives, etc.

ROTEM AMFERT NEGEV LTD., manufacturers, exporters and marketers of sulphate acid, phospate acid fertilizers and allied goods, cast mining of phosphates, food additives, etc.

AMSTERDAM FERTILIZERS B.V., The Netherlands,

ICL FERTILIZERS EUROPE (EUROCIL B.V.), the marketing arm in Europe,

ICL FERTILIZERS (INDIA) PRIVATE LIMITED, India,

P.M. CHEMICALS SRL., Italy,

RANTHAI AGRO CO. LTD., Thailand,

ROTEM BKG LLC, USA.

 

Other companies part of the ICL Group:

ICL FINE CHEMICALS LTD.,

DEAD SEA MAGNESIUM LTD.,

DEAD SEA BROMINE CO. LTD. and subsidiary BROMINE COMPOUNDS LTD., manufacturers, exporters and marketers of bromine compounds extracted from the Dead Sea (the world’s largest bromine source),

PAMA LTD.,

NEGEV INDUSTRIAL MINERALS LTD.,

MIFALEI TOVALA LTD.,

I.D.E. TECHNOLOGIES LTD., 50%,

And many others, including companies in the ICL Group and THE ISRAEL CORP. concern.

 

 

BANKERS

 

The ICL Group is known to all local bankers. Among others, working with:

Mizrahi Tefahot Bank Ltd., Beer Sheva Business Center Branch (No. 426), Beer Sheva, account No. 53596.

 

A check with the Central Banks' database did not reveal anything detrimental on subject’s a/m account.

 

 

CHARACTER AND REPUTATION   

 

In March 2001 CONTRAC LINE filed a lawsuit to the Tel Aviv District Court against subject for compensation sum of NIS 223 million, due to damages and loss of profits that subject caused while violating patent rights. The dispute is more than 10 years long.

 

In November 2005, it was reported that both sides reached an agreement.

 

Apart of that, nothing unfavorable learnt.

 

Subject is the world's 4th largest potash manufacturer.

 

Parent ISRAEL CHEMICALS LTD. is one of the largest companies in Israel.

 

The OFER BROS Group, which subject is part of, is one the largest and most influential groups in the Israeli market.

 

Subject is ISO 9001:2000, ISO-18001 and ISO-14001 certified.

 

Subject was declared monopoly in Israel for part of its products.

 

In 1998 subject acquires control of Spain's potash production plants and establishes IBERPOTASH.

 

In September 2000 the Board of Directors of ICL decided to form a joint management to subject and ROTEM AMFERT NEGEV LTD. (also a subsidiary of ICL), since both companies operate in similar fields.

 

The Board of Directors also approved the merging of the marketing, conveying and storage activities of the 2 companies. According to ICL’s management, this unification saved US$ 40 million in the 2 companies' expenses in 2001.

 

The unification was completed in August 2001. The unification was named ICL FERTILIZERS.

 

During the first half of 2002, as part of the reorganization process, ICL transferred all its shares in FERTILIZERS AND CHEMICALS LTD. to ROTEM AMFERT NEGEV LTD.

 

In December 2001, ICL FERTILIZERS acquired CLEAVLAND-POTASH, England’s sole potassium manufacturer, for a sum of US$ 45 million (the acqusition completed in 2002). CLEAVLAND-POTASH’s annual sales were US$ 128 million.

 

During 2003, ICL completed a reorganization, according to which all activities are divided under 4 divisions: ICL FERTILIZERS, ICL INDUSTRIAL PRODUCTS (which includes the DSBG Group), ICL PERFORMANCE PRODUCTS and ICL METALLURGY.

 

In March 2003, it was reported that subject submitted a request to erect a private power station, in an investment of US$ 400 million.

 

In April 2004, it was reported that ICL intends to list its shares for trading on the New York Stock Exchange, and to raise US$ 150-200 million.

 

In August 2004, it was reported that subject signed a 5 year deal to acquire fuel and oils from SONOL, for a sum of US$ 300 million.

 

In september 2005, ICL signed a deal to acquire all activities and assets of ASTARIA of the USA, for a sum of US$ 255 million.

 

In recent year subject begun exporting potash to China, a market with strategic potential. After several delays due to prices controversies, subject signed in July and September 2006 supply contracts for rest of 2006 and for 3 years (2007-9). The later contract is for supply of 2 million tons of potash, representing a 30% increase in amount supplied.

 

Also in these months subject signed a contract to supply India over 800 thousands tons of potash from August 2006 to April 2007.

 

According to the Chairman of the Chemical, Pharmaceutical and Environment Division at the Industrialists Association, total sales of the branches in 2006 witnessed a remarkable 12.6% growth to US$ 17.4 billon, after in 2005 sales increased by 10% from 2004.

 

2006 exports of the branch were US$ 8.8 billion (some one third attributed to the chemical industry), a 15.7% increase from 2005, and sales to the local market reached US$ 8.6 billion, a 10% increase from 2005.

 

The chemical and pharmaceutical industries are the 2nd largest export branch (after the hi-tech) and comprise 30% of Israel’s industrial exports. The industry employs 28,700 employees.

Purchasing abroad amounted to US$ 1.5 billion in 2006.

 

 

SUMMARY

 

Good for trade engagements.

 

RATING EXPLANATIONS

 

 

RATING

STATUS

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

26-40

B

Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

Credit not recommended

NR

In view of the lack of information, we have no basis upon which to recommend credit dealings

No Rating

 

 

 

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