MIRA INFORM REPORT

 

 

Report Date :

26.10.2007

 

IDENTIFICATION DETAILS

 

Name :

HAIFA CHEMICALS LTD.

 

 

Registered Office :

Haifa Bay Industrial Zone, Haifa   26120   P.O.B. 10809

 

 

Country :

Israel

 

 

Date of Incorporation :

16.3.1966

 

 

Com. Reg. No.:

52-002721-0

 

 

Legal Form :

Public Limited Liability Company

 

 

Line of Business :

Developers, manufacturers, exporters and marketers of special fertilizers for agriculture and horticulture

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A

 

RATING

STATUS

PROPOSED CREDIT LINE

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

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 


Name and address

 

HAIFA CHEMICALS LTD.

P.O.B. 10809

Haifa Bay Industrial Zone,

HAIFA   26120   ISRAEL

Telephone         972 4 846 96 11

Fax                   972 4 846 96 30

 

 

HISTORY

 

Originally incorporated as a public limited liability company and registered as such as per file No. 52-002721-0 on the 16.3.1966.

 

Converted into a private limited company and registered as such as per file No. 51-136932-4 on the 28.2.1989.

 

Re-converted into a public limited liability company and registered as per file No. 52-003945-4 on the 2.6.1993.

 

 

SHARE CAPITAL

 

Authorized share capital NIS 100,000,000.00, divided into -100,000,000 ordinary shares of NIS 1.00 each, of which shares amounting to NIS 55,032,581.00 were issued.

 

 

SHAREHOLDERS

 

Subject is fully owned by POALIM TRUST SERVICES LTD., which hold shares in trust on behalf of TRANS-RESOURCES INC. (TRI), a foreign company registered in the USA, controlled by Arie Genger (above 50%).

 

In 1986, TRI acquired its shares in subject from the State of Israel.

 

 

DIRECTORS

 

1.         Arie Genger,

2.         Zeev Tadmor,

3.         William Daud.

 

 

GENERAL MANAGER

 

Avi Philosoph.

 

 

 

 

 

 

BUSINESS

 

Developers, manufacturers, exporters and marketers of special fertilizers for agriculture and horticulture - e.g. potassium nitrate, phosphoric acid, sodium tri-polyphosphate, special NPK fertilizers, magnesium nitrate – and chemicals for the industry (food additives).

 

Over 90% of sales are exports to more than 100 countries worldwide.

 

Among local clients: GALIL CHEMICALS.

 

Among local suppliers: LINE SAKIM, CHEMITAL, EMIL K. METALS, ARDAN CONTROL-TECH, DEPOTCHEM, ITZHAK SHINITZKY, etc.

 

Operating from a large plant in the Haifa Bay Industrial Zone, Haifa and further plant in Mishor Rotem in the Northern Negev. Also operating from a plant in Lunel, France.

 

Also operating from further offices, storage facilities and from sales offices worldwide.

 

Having 550 employees (some 640 in the HAIFA CHEMICALS Group).

 

 

MEANS

 

Investments in both of the Group's local plants amounted to US$ 210 million.

 

In March 2006, it was reported that ISRAEL CHEMICALS is considering a possible acquisition of subject. As part of the reports, it was also mentioned that subject’s debts are estimated at over US$ 200 million and that its equity is estimated at US$ 20 million.

 

In August 2006 ISRAEL CHEMICALS reported it is engaged in the pricing on subject, which is in financial distress.

 

Subject is an “Approved Enterprise” and as such enjoys tax benefits and state incentives. In December 2002, the Investment Center Administration approved a US$ 6.6 million investment plan for the expansion of the Group’s plant in Mishor Rotem.

 

Other financial data not forthcoming.

 

There are 17 charges for unlimited amounts registered on the company's assets, in favor of the State of Israel and local banks.

 

 

ANNUAL SALES

 

Consolidated 2002 sales reported to be US$ 278,000,000.

Consolidated 2003 sales reported to be US$ 313,000,000.

Consolidated 2004 sales reported to be US$ 350,000,000.

Consolidated 2005 sales claimed to be US$ 390,000,000, 95% of which for export.

2006 figures not forthcoming, however according to officials there has been a rise in sales from 2005.

2006 consolidated estimated to exceed US$ 400,000,000.

 

 

OTHER COMPANIES

 

HAIFA CHEMICALS SOUTH LTD., manufacturers of fertilizers, potassium nitrate, etc.

HAIFA CHEMICALS HOLDINGS LTD.

HAIFA CHEMICALS CHINA,

HAIFA CHEMICALS INDIA,

HAIFA CHEMICALS R.S.A., South Africa,

HAIFA CHEMICALS (HELLAS) S.A., Greece,

HAIFA CHEMICALS NORTHERN EUROPE, Belgium,

HAIFA NUTRITECH INC., USA,

HAIFA CHEMICALS SOUTH AMERICA (ARGENTINA) LTD.,

 

ELGO IRRIGATION LTD., 90%, manufacturers, designers, developers, marketers and exporters of irrigation equipment, drip irrigation systems, etc. for gardening and agricultural use. A public limited liability company whose shares are traded on the Tel Aviv Stock Exchange, market value US$ 7.7 million.

 

 

BANKERS     

 

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

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

 

 

CHARACTER AND REPUTATION   

 

Subject is ISO 9001, ISO 14001, OHSAS 18001 certified. Also GMP qualified for food products.

 

In May 2001, it was reported that following the heavy losses in 2000, subject intends to retrench 20% of its employees and to shut down several of its manufacturing lines.

 

In recent years, several lawsuits and requests for class motion acts were filed against subject and other plants regarding the polluting of the Kishon River, nearby subject's Haifa plant.

 

In April 2007, the Haifa Magistrate Court rejected the motions for class actions against subject and others, considering that charging the plants may have sever economic implications on the plants, calling for the Local Authorities to take the necessary actions to avoid the environmental damages.

 

In January 2002, it was reported that Industry Development Bank claimed that subject is not meeting the terms of a US$ 21 million loan that a banking consortium granted subject several years ago.

 

It was reported that subject’s equity dropped to under NIS 250 million, and according to the terms of the loan, subject should start paying US$ 1 million per year as of 2002. Subject’s General Manager claimed that the company is negotiating an arrangement with its bankers.

 

In March 2002, it was reported that during 2001, subject’s parent, TRI, failed to meet the interest payment over a US$ 204 million debt. The debt, created by an issuing of bonds, is to be paid back by 2008.

 

In December 2002, a large fire erupted in some of subject’s storage facilities in Haifa. Subject claimed it is insured for the damages, which were estimated at hundreds of thousands of NIS.

 

In February 2003, a committee which was appointed to investigate the fire, recommended to close some of subject’s facilities and to improve safety precautions.

 

In April 2003, it was reported that subject’s General Manager stated that during the recent years, subject suffered from heavy losses, however they managed to become profitable in 2003.

 

In March 2004, it was reported that subject signed a deal to sell nitrate potassium to global television manufacturers, for a sum of US$ 8 million.

 

In January 2005, it was reported that subject’s creditors (mainly banks) are getting impatient following subject’s financial situation.

 

In May 2005, it was reported that subject will pay ROTEM a sum of US$ 5 million for supplies.

 

In March 2006 subject, who holds with affiliates 89.7% of ELGO IRRIGATION LTD., signed a MoU to sell its shares in ELGO in consideration of US$ 10.7 million. In July 2006 ELGO announced it is still negotiating with MELLOWBRIDGE PTY LTD. and other investors the acquisition.

 

In May 2006, it was reported that subject won 9 contracts, estimated at NIS 12 million for supply of fertilizers for a large agricultural project in South Australia.

 

In October 2006 it was published that Bank Hapoalim, the major creditor of subject, has been trying to find buyers to subject during the last 2 years, so far without success.

 

Arie Genger, who controls subject, used to also control (75%) a public company LUMENIS LTD., developers, manufacturers, exporters and marketers of medical equipment.  LUMENIS entered grave financial troubles and its shares were suspended from traded on the Nasdaq Stock Exchange. Its chief creditor, Bank Hapoalim, searched buyers and in December 2006, in the framework of the creditors' arrangement, sold the control in LUMENIS, in consideration of NIS 120 million.

 

In December 2006, it was reported that subject has invested NIS 4 million in a facility which converts residues from the plant into a raw material, which can be re-used in the manufacturing activity. Subject claims that during 2006 it invested a total of NIS 7 million in decreasing polluted emissions.

 

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.

 

The branch projected sales in 2007 include a 15% rise in sales for export (to US$ 10 billion) and 12% rise in total sales (to US$ 19.5 billion).

 

 

SUMMARY

 

Good for maximum unsecured credit of US$ 5,000,000.

 


 

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