MIRA INFORM REPORT

 

 

Report Date :

17.10.2007

 

IDENTIFICATION DETAILS

 

Name :

SUPER-SOL LTD.

 

 

Registered Office :

P. O. Box 15103, 30 Shmotkin Binyamin Street, Old Industrial Zone, Rishon Le-Zion 75050

 

 

Country :

Israel

 

 

Date of Incorporation :

14.1.1957

 

 

Legal Form :

Public Limited Liability Company--

 

 

Line of Business :

A retail marketing chain, operating a nationwide supermarket chain.

 

 

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 :

No Complaints

 

 

Litigation :

Clear

 

 


name

 

SUPER-SOL LTD.

(Name in Hebrew pronounced: "Shufersal")

 

 

address

 

P. O. Box 15103

30 Shmotkin Binyamin Street

Old Industrial Zone

RISHON LE-ZION 75050 ISRAEL

Telephone         972 3 948 15 15

Fax                   972 3 950 58 17

 

 

HISTORY

 

Originally incorporated as a private limited company, registered as per file No. 51-015652-4 on the 14.1.1957.

 

Converted into a public limited liability company and registered as such as per file No. 52-002273-2 in January 1959.

 

In 1980 published a prospectus offering shares to the public on the Tel Aviv Stock Exchange.

 

Shares were also listed for trading on the New York Stock Exchange in 1997, and were de-listed on 26.12.2002.

 

 

SHARE CAPITAL

 

Authorized share capital NIS 40,000,000.00, divided into - 400,000,000 ordinary shares of NIS 0.10 each, of which shares amounting to NIS 21,284,381.50 were issued.

 

 

SHAREHOLDERS

 

1.         DISCOUNT INVESTMENT CORP. LTD. (DIC), 38%, a public limited company whose shares are traded

            on the Tel Aviv stock exchange, part of the IDB Group, controlled by Nochi Dankner,

2.         BRONFMAN FISCHER GAD INVESTMENTS LTD., 14.6%, controlled by Matthew Bronfman and Shalom

            (Yakov) Fisher,

3.         CLAL INSURANCE HOLDINGS LTD., 7%, an institutional investor,

4.         Edgar Miles Bronfman, 4.4%,

5.         SUPER SOL ASSETS LTD., 4.16%, a fully owned subsidiary,

6.         Shares are also traded on the Tel Aviv Stock Exchange.

 

In March 2007 subject's main shareholder DIC signed an agreement with the BRONFMAN – FISCHER Group, according to which DIC will sell part of its holding - some 20% - to the BRONFMAN – FISCHER Group in consideration of US$ 214 million, in 2 phases.

 

On 25.9.2007 subject announced the conclusion of the 2nd phase, in which DIC sold BRONFMAN – FISCHER Group 5.7% of the shares in subject and in total some 19% in both phases.

 

 

DIRECTORS

 

1. Rafael (Rafi) Bisker, Chairman,

2. Avraham Bigger,

3. Nochi Dankner,

4. Shalom Yakov Fisher,

5. Ron Hadassi,

6. Zvi Livnat,

7. Ido Bergman,

8. Ami Erel,

9. Isaak Manor,

10. Oren Lieder,

11. Ms Sabina Biran,

12. Imri Tov,

13. Yehezkel Ofir.

 

 

GENERAL MANAGER

 

Ephraim (Efi) Rosenhaus

 

 

BUSINESS

 

A retail marketing chain, operating a nationwide supermarket chain.

 

Subject sells food and non-food products, which includes apparel, domestic electrical appliances, PC's and leisure products. In 2006 above non-food products categories generated some 7% of total sales.

 

Also dealing in yielding real estate, with overall area of 104,000 sq. meters.

 

Among largest suppliers: TNUVA (12.5% of revenues), STRAUSS GROUP (9.3%), OSEM (7.3%), UNILEVER ISRAEL, SANO, NETO, etc.

 

Operating from headquarters in 30 Shmotkin Street, Old Industrial Zone, Rishon Le-Zion, offices and logistic center on an area of 28,700 sq. meters owned by the SUPER-SOL Group, and from a total of 227 branches nationwide.

 

As of 30.12.2006 total stores area operated by subject (226 supermarket branches) was 512,000 sq. meters (of which some 100,000 sq. meters are owned). In addition, subject operates from warehouses and logistic centers.

 

Having 9,900 employees (of which 1,000 are temporary or man-power employees), serving the SUPER-SOL Group.

 

 

MEANS

 

In November 2005, subject completed a NIS 500 million capital raise in a private placement of bonds.

 

In February 2007 subject issued bonds, to be traded on the Tel Aviv Stock Exchange, raising NIS 500 million.

 

 

Consolidated B/S show:

 

                                                                                                             NIS (millions)

ASSETS                                                                                    31.12.2006              30.06.2007

Current assets:

            Cash and cash equivalents                                                    62                            527

            Negotiable securities                                                             46                            147

            Customers                                                                         990                         1,015

            Other debtors                                                                     126                              84

            Stock                                                                             __537                         __543

                                                                                                  1,761                         2,316

 

Other investments                                                                              1                              32

Long term loans                                                                                16                              15

Real estate for investment                                                                398                            499

Fixed assets                                                                                1,983                         1,930

Other assets and deferred expenses                                             __747                         __742

                                                                                                  4,906                         5,534

                                                                                                =====                       =====

 

LIABILITIES

Current liabilities                                                                          1,969                         1,976

Other liabilities                                                                             1,472                         1,899

Minority rights                                                                                     -                              (6)

Equity                                                                                         1,465                         1,665

                                                                                                  4,906                         5,534

                                                                                                =====                       =====

 

Current market value US$ 840.4 million.

 

There is 1 charge for unlimited amount registered on the company's assets, in favor of LEUMI LEASING LTD.

 

 

ANNUAL SALES

 

                                                                              Consolidated Statements of Income

                                                                                             NIS (millions)

                                                                                     Year ended December 31st

 

                                                                           2004                    2005                   2006

Revenues                                                             6,232                   6,614                 9,153

 

Gross profit                                                          1,650                   1,748                 2,397

 

Operating income                                                    105                      169                    281

 

Profit before taxes on income                                     42                        99                    174

 

Net income                                                               18                        81                    121

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

 

Note: The big leap in subject's 2006 sales was following the acquisition of the CLUBMARKET Supermarket Chain (see more below).

 

Consolidated revenues for the first half of 2007 were NIS 4,858,000,000 (12.3% increase comparing to the parallel period in 2006), making a gross profit of NIS 1,272,000,000, an operating income of NIS 198,000,000, and a net profit of NIS 125,000,000.

 

 

OTHER COMPANIES

 

HANETZ IMPORTERS & EXPORTERS LTD., 100%,

HYPERKOL LTD., 100%,

ESTATE HOLDING COMPANY OF SUPER SOL LTD., 100%,

GIDRON INDUSTRIES LTD., 100%, manufacturing and suppliers of bakery products for subject's stores,

HYPER HAGAL HAYAROK CHAIN LTD., 100%,

SUPERSOL BIELSOL INVESTMENTS LTD., 50%,

ISRAEL SHOPPING MALL LTD., 50%,

HAKIRYA CENTER (ASHDOD 1995) LTD., 50%,

CLUBMARKET MARKETING CHAINS LTD., 100%,

KATIF LTD., 100%, dealing in dried fruit and vegetables for subject's stores,

ORBANI INVESTMENTS COMPANY LTD., 100%,

LEV HAMIFRAZ LTD., 37%.

NEAR EAST TRUST CO. LTD., 87.6%,

M.M.M. FOOD WAREHOUSES CLUBS LTD., 100%,

SUPER-SOL DEVELOPMENT & INVESTMENTS (1983) LTD., 100%,

SHARONA PARDESE Y.D.E. LTD., 100%,

TINSHEET INVESTMENT CO. LTD., 100%,

SUPER-SOL FINANCE, LP, 64%,

B.Y. RETAIL, LP, 50%.

 

 

BANKERS

 

Main account:

Bank Leumi LeIsrael Ltd., Central Branch (No. 800), Tel Aviv.

 

Also working with:

Bank Leumi LeIsrael Ltd., Main Branch (No. 010), Tel Aviv.

Bank Hapoalim Ltd., Central Branch (No. 600), Tel Aviv.

Mizrahi Tefahot Bank Ltd., Tel Aviv Main Business Center Branch (No. 046), Tel Aviv.

 

 

CHARACTER AND REPUTATION

 

There are several lawsuits against subject; none of them seems to be significant.

 

There are several pending motions for class-action against subject, all of which still have to be approved as class action lawsuits by the Court (who rarely approves such motions).

 

In April 2000 the Trade Restriction Authority representatives raided subject's offices, searching for evidence for binding agreements between subject and supplier. There has been no further mention regarding this affair since.

 

In July 2007 an indictment was submitted against subject, its General Manager and 11 branch managers for violating the Consumer Protection Law. Subject estimates its exposure in this field as non significant.

 

Apart from that, nothing unfavorable learned.

 

Subject is the largest retail chain in Israel. Its main competitor is the BLUE SQUARE (CO-OP) chain.

 

According to the survey of Nilsen, subject's market share in the local supermarket chains market was 37.7% in 2006, comparing to 25.1% by BLUE SQUARE. However, market share decreases by some 2% from 2005, due to the strengthening of the small supermarket chains, who reached 19% in 2006, up from 17.3 in 2005.

 

Subject is one of the local largest advertisers, with advertising budget of over US$ 7 million in the first half of 2007; up 11% from the first half of 2006 (was US$ 15.5 million in whole 2006).

 

In January 2005 subject announced the implementation of a new strategic plan for the Group designed to keep its position as the leading retail chain. The chain was divided into 3 retail format stores; "Super-Sol Big" for hypermarkets, "Super-Sol Deal" for "heavy discount" concept stores and "Super-Sol Shelly" ("My Super-Sol") for neighborhood supermarkets. In addition subject operates the "Zol Po" sub-chain mainly targeted at the ultra-religious sector, and "Super-Sol Direct/Net-Sal" for shopping via the telephone.

 

In July 2005, subject signed a deal to acquire CLUBMARKET, Israel 3rd largest marketing chain, from its receiver after CLUBMARKET went into receivership, for a sum of NIS 764 million, as well as NIS 19 million for the stock. The deal included the hiring of 2,400 of CLUBMARKET'S employees. The deal was finalized on 15.2.2006. Subject intends to merge CLUBMARKET fully into subject.

 

In November 2005, subject signed a deal to acquire 50% in NEW PHARM, a local drugstore chain, for a sum of NIS 41.2 million. The deal was not finalized.

 

In February 2006, subject announced it will invest NIS 80 million in converting 33 stores into a “one stop shop” concept, known as the "Super-Sol Big" stores.

 

In October 2006 sub launched a new credit card for its clients for non-banking credit and benefits (venture co-owned with PAZ-OIL Company). By mid 2007 subject reported issuing 110,000 credit cards.

 

In July 2007 it was reported that subject is considering extending its own private label "Shufersal", which includes some 600 items (some 8% of sales) with a NIS 5 million investment.

 

Subject is part of the local leading concern IDB, one of the largest and most influential in Israel. The group operates and invests in all kind of sectors in Israel and abroad, including trade and commerce, finance and insurance, real estate, telecommunications and media, hi-tech and other industries. The IDB Group is controlled businessman Nochi Dankner.

 

Before investing in subject, the BRONFMAN-FISHER Group held minority shares in subject's rival BLUE SQUARE. The Group has control and invests in many local companies, including manufacturing of disposable plastic packaging products and utensils, aluminum trays, fresh wipes and candles. It is also owns and involved in real estate.

 

In the beginning of January 2007 Matthew Bronfman and Shalom Fisher sold their holdings (23.5%) in BLUE SQUARE - ISRAEL LTD., the 2nd largest local

 

Businessman Matthew Bronfman comes from the wealthy Bronfman family of Canada, with investments in the North America and else in many fields. In Israel, he also controls the ISRAEL DISCOUNT BANK LTD., the 3rd largest bank in Israel and IKEA ISRAEL, a leading furniture and household products store.

 

Shalom Fisher also owns the PALACE Group, with many other holdings.

 

 

SUMMARY

 

Good for trade engagements.

 

Note: Both telephone numbers you provided are disconnected. Please note correct ones in caption.

 

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.

 

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