MIRA INFORM REPORT

 

 

Report Date :

2nd March, 2007

                                                         

 

IDENTIFICATION DETAILS

 

Name :

PAZ ASHDOD REFINERY LTD.

 

 

Registered Office :

P.O. Box 338 , Northern Industrial Zone, Ashdod  77102   Israel

 

 

Country :

Israel

 

 

Financials (as on):

30.09.2006

 

 

Date of Incorporation :

04.01.2006

 

 

Com. Reg. No.:

51-377516-3

 

 

Legal Form :

Private Limited Company

 

 

Line of Business :

Oil refiners - dealing in refining, production and marketing of crude oil and its products.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Aaa

 

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

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Company Name & Address

 

PAZ ASHDOD REFINERY LTD.

Telephone         972 8 851 28 88

Fax       972 8 852 26 84; 856 52 67

P.O. Box 338

Northern Industrial Zone

ASHDOD          77102   ISRAEL

 

 

HISTORY

 

A private limited company, incorporated as per file No. 51-377516-3 on the 4.1.2006.

Actual operations started in mid 2006, after parent company, PAZ OIL COMPANY LTD. won the State tender for the Ashdod Refineries.

 

Originally established under the name of ASHDOD - OIL REFINERY LTD., which changed to the present name on the 17.1.2007.

 

The acquired activities were from State-owned OIL REFINERIES LTD., originally established as a private limited company, registered as such as per file No. 51-021347-3 on the 11.8.1959.

 

This company was established in order to continue the activities of UNITED REFINERIES LTD., which was established in 1938 by the British Authorities, following the acquisition of the activities by the State of Israel.

Converted into a public limited liability company and registered as such as per file No. 52-003665-8 on the 4.12.1990.

 

OIL REFINERIES LTD. was originally established under the name of HAIFA REFINERIES LTD., which changed in 1972, following the erection of the oil refinery in Ashdod, completed in 1973.

 

As part of the State's privatization process, in which it is sold its operations and assets, in August 2006, the PAZ OIL Group, controlled by Tzadik Bino, acquired the Ashdod Refineries from the State in consideration of US$ 800 million, with intention to merge the refinery activities into PAZ OIL existing extensive activities in the oil, fuel, gas and energy fields.

(During February 2007 the State also sold the Haifa Refinery, and OIL REFINERIES LTD. has been left without activities).

 

 

SHARE CAPITAL

 

Authorized share capital NIS 10,000,000.00, divided into – 9,999,999 ordinary "B" shares, 1 ordinary “A” share, all of NIS 1.00 each, of which shares amounting to NIS 16,580.00 were issued.

       

 

SHAREHOLDERS

 

Subject is fully owned by PAZ OIL COMPANY LTD., controlled by Tzadik Bino (51%), the Lieberman Family of Australia (20%), BANK LEUMI LE-ISRAEL LTD. (19%) and Modi Ben Sach (7%).

Shares are held via POALIM NOMINEES SERVICES LTD.

 

On the 28.9.2006, all issued shares were transferred to PAZ OIL from OIL REFINERIES LTD., as well as an owner's loan of NIS 500 million from OIL REFINERIES LTD. to subject, in consideration of NIS 3.251 billion.

 

 

DIRECTORS

 

1.     Tzadik Bino, Chairman,

2.     Modi Ben Sach.

 

 

GENRAL MANAGER

 

Ido Rozolio.

 

 

BUSINESS

 

Oil refiners - dealing in refining, production and marketing of crude oil and its products.

Refinery capacity is around 4 million tons per annum.

Subject produces some one third of the fuel in Israel.

Some 70% of sales are in Israel, the rest is mainly to the Palestinian Authority.

95% of purchases are imports.

 

Amongst clients are al local petrol, gas and fuel companies.

 

Operating from owned oil refinery on an area of 1,081,000 sq. meters in Northern Industrial Zone, Ashdod and from PAZ OIL headquarters in Southern Industrial Zone, Netanya.

 

Having some 230 employees.

 

 

MEANS

 

In August 2006, subject was acquired for US$ 800 million.

The acquisition included subject's oil stocks in value of US$ 315 million.

It also included debts to banks of US$ 114 million.

Subject's book value was valued US$ 360 million.

PAZ OIL COMPANY LTD. current market value is US$ 961.2 million.

 

There are no charges registered on the company’s assets.

 

Financial data is included in the consolidated B/S of parent company, PAZ OIL COMPANY LTD., which shows:

                                                                                           NIS (thousands)

                                                                                                            30.09.2006

ASSETS

Current assets:

     Cash and cash equivalents                                                             56,426

     Negotiable securities                                                                       5,728

     Customers                                                                                1,919,359

     Other debtors                                                                              271,128

     Deposits and advances to refineries                                               316,198

     Stock                                                                                       1,381,330

                                                                                                    3,950,169

 

Loan for the Fuel Administration                                                         167,858

Investments, loans and long term debits                                             377,825

Fixed assets, net                                                                           3,791,710

Other assets and deferred expenses                                               __992,068

                                                                                                   9, 279,630

                                                                                                  ========

LIABILITIES

Current liabilities                                                                            7,410,832

Long term liabilities                                                                           770,770

Liabilities for losses of consolidated companies                                      1,959

Minority rights                                                                                      5,819

Equity                                                                                           1,090,250

                                                                                                    9,279,630

                                                                                                  ========

 

ANNUAL SALES

 

Estimated 2005 profits of the Ashdod Refinery reported to be NIS 500 million.

The Ashdod Refinery first half of 2006 sales were NIS 2,600,000,000, making a gross profit of NIS 332,000,000.

 

The following income figures of parent company PAZ OIL COMPANY LTD. do not include subject's income (will be included in PAZ full 2006 annual statements):

 

Consolidated 2005 income were NIS 7,189,387,000, making a net profit of  NIS 157,251,000.

 

Consolidated first 9 months of 2006 income were NIS 6,162,855,000, making a net profit of NIS 85,399,000.

       

According to reports, the acquisition of subject is expected to increase PAZ OIL consolidated net profit by NIS 250 million per year.

 

 

OTHER COMPANIES

 

PAZ OIL COMPANY LTD., parent company, a holding company. It controls the following companies, among others:

PAZOMAT OF THE PAZ GROUP LTD.

 

NITUV FUELING STATIONS LTD.,

 

METHODA ENGINEERING, MAINTENANCE & LOGISTICS SERVICES LTD.

 

PAZMOVIL (FUEL TRANSPORT) LTD., 51%, transporters and distributors of petroleum products.

 

YELLOW CONVENIENT STORES CHAIN LTD., operators of convenience stores within gas stations.

 

PAZ LUBRICANTS AND CHEMICALS LTD., manufacturers and marketers of lubricants (automotive and industrial), chemicals, etc.

 

PAZGAS (1993) LTD., 50%, suppliers of gas to 700,000 households, industrial and institutions.  Largest gas company in Israel, with a market share of 31%.

 

PAZKAR LTD., manufacturers, marketers and exporters of sealing products, roofing felt, adhesives, solvents, etc.

 

PAZ AVIATION SERVICES LTD., suppliers of aviation fuel at all Israeli airports.

 

HAIFA BASIC OILS LTD., 24.5%, manufacturers, producers, exporters and marketers of basic oils, paraffin waxes, process oils, wax additives, etc.

 

PAZ INDUSTRIES OILS AND LUBRUCANTS LTD.

 

NOGA PAZ POWER RESOURCES LTD., 43.5%, project developers of IPP’s with particular emphasis on environmental safety issues.

 

SAHAR DEVELOPMENT & INVESTMENTS LTD.

 

PAZ AVIATION ASSETS LTD.

 

 

BANKERS

 

The PAZ OIL Group is known to all local banks.

 

 

CHARACTER AND REPUTATION   

 

Nothing unfavorable learned.

 

Subject officials refused to disclose any details on the company.

 

The PAZ group is Israel’s largest energy firm and supplier of refined petroleum products. It operates a countrywide petrol and fuel station network, including 260 stations (some 30% of the country’s total gas stations).

 

Tzadik Bino, who controls subject, is among the local leading businessmen. Besides the PAZ OIL Group, Mr. Bino holds real estate properties in Israel and abroad, as well as shares in RESHET, local TV Channel 2 concessionaires and 25 in a leading local advertising agency MECAN ARICKSON.

 

He also controls the CANIEL Group, manufacturers and marketers of beverage cans (plastic and tin), and 3 local banks: 48% in The First International BANK OF ISRAEL LTD., Israel 5th largest bank, 100% in UBANK LTD. and 76% in BANK OTZAR HACHAYAL LTD.

 

In October 2006, the Commissioner for Trade Restrictions approved the acquisition of subject by PAZ OIL COMPANY LTD., and authorized their merger (in legal context), however under certain restrictions and conditions.

 

The deal strengthens PAZ OIL position in the local energy market, in face of competition from the DELEK GROUP, DOR ALON, SONOL and the newly privatized HAIFA OIL REFINERY.

 

According to the acquisition deal of the Ashdod Refinery, the Haifa Refinery will continue to provide subject with administration services (including oil purchase, marketing, etc.) and assistance in operating the refinery, for a period of up to one year. PAZ has the right to ask to cease all the services in a month notice.

 

In the beginning of December 2006, PAZ OIL raised NIS 1.7 billion from the public through the Tel Aviv Stock Exchange, by offering shares, options and bonds. PAZ OIL intends to invest some NIS 900 million in subject and the refineries activities.

 

 

SUMMARY

 

Good for trade engagements.

Maximum unsecured credit recommended up to several US$ millions.

 


 

 

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

 

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                 Payment record (10%)

Credit history (10%)                    Market trend (10%)                                Operational size (10%)

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions