MIRA INFORM REPORT

 

 

 

Report Date :

31.07.2008

 

IDENTIFICATION DETAILS

 

Name :

DEAD SEA BROMINE COMPANY LTD.

 

 

Registered Office :

P.O. Box 180, Beer Sheva (84101), 12 Kroitzer Street, Makleff House, Beer Sheva  84894

 

 

Country :

Israel

 

 

Financials (as on) :

31.03.2008

 

 

Date of Incorporation :

16.06.1955

 

 

Legal Form :

Public Limited Liability Company

 

 

Line of Business :

Manufacturers and Marketers of Bromine Compounds extracted from the Dead Sea and Bromine-Based Performance Chemicals, for Agricultural and Industrial Purposes, Methyl Bromide, Sodium, Potassium, Ammonium Bromides, etc.

 

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 & address    

 

DEAD SEA BROMINE COMPANY LTD.

(Known as DSBG)

Telephone  972 8 629 76 00

Fax                                       972 8 629 78 44

P.O. Box 180, Beer Sheva (84101)

12 Kroitzer Street

Makleff House

BEER SHEVA  84894 ISRAEL

 

 

HISTORY & LEGAL FORMATION

 

Originally incorporated as a private limited company and registered as such as per file No. 51-013749-0 on the 16.6.1955.

 

Converted into a public limited liability company and registered as per file No. 52-003580-9 on the 30.7.1986.

 

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

 

In November 2000 parent company, ISRAEL CHEMICALS LTD., following a successful tender offer for subject’s shares, reached full ownership over subject after it acquired 10.8% of the shares from the public in consideration of NIS 270 million.

 

Consequently, subject was de-listed from trading on the Tel Aviv Stock Exchange and during 2001 re-converted into a private limited company (though latter registration number remains).

 

 

SHARE CAPITAL

 

Authorized share capital NIS 100,000,000.00, divided into -

                   1 special share,

                   99,999,999 ordinary shares, all of NIS 1.00 each,

of which shares amounting to NIS 87,600,078.00 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.

 

ICL is controlled (52%) by THE ISRAEL CORPORATION LTD., also a public limited company whose shares are traded on the Tel Aviv Stock Exchange, which is part of the OFER BROS. Group, controlled by the Ofer family.

POTASH CORPORATION OF SASKATCHEWAN (PCS) holds 10% of ICL.

 

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

 

 

DIRECTORS

 

1.     Nir Gilad                             - Chairman of ICL,

2.           Akiva Moses                       - Chairman of subject and CEO of ICL,

3.           Eli Amit,

4.           Yossi Rosen,

5.           Ms. Irit Izikson,

6.           Aharon Levi,

7.           Avraham Machraz,

8.           Amnon Sade,

9.           Yoram Zimels,

10.       Max Rise,

11.       Avisar Paz,

12.       Ehud Buch,

13.       Amnon Dik,

14.       Yossi Lastigson,

15.       Shlomo Mor-Yossef,

16.       Shlomo Maoz,

17.       Amir Makov,

18.       Yehoshua (Shuki) Gold,

19.       Yair Orgler.

 

 

GENERAL MANAGER

 

Nissim Hadar (since 1.1.08)

 

 

BUSINESS

 

Subject is part of ICL Industrial Products (ICL-IP), heading the DEAD SEA BROMINE GROUP (known as “DSBG”). Mainly via wholly-owned subsidiary BROMINE COMPOUNDS LTD., operating as manufacturers and marketers of bromine compounds extracted from the Dead Sea (the world’s largest bromine source) and bromine-based performance chemicals, for agricultural and industrial purposes, methyl bromide, sodium, potassium, ammonium bromides, etc.

 

DSBG has production capacity of almost 250,000 tons of bromine per year.

 

95% of subject's sales are for exports.

 

Compounds are used for flame retardant products used in the electronic (e.g. TV's, computers) and oil/gas drilling industries.

 

ICL-IP sales comprised 22% of ICL total 2007 sales (24% in 2006).

 

95% of sales are exported worldwide.

 

Some 80% of ICL-IP products are bromine-based (the rest is chlorine-based, magnesia-based and others). Most of the bromine extracted is for ICL own production (some 80%), the rest is sold to 3rd parties.

 

Among local suppliers: TAGAD CHEMICALS, ISA KHOURY.

       

The DSBG Group is operating from main offices in Maklef House, 12, Kroitzer Street, Beer Sheva. Plants are situated in Sodom (at the Dead Sea shores), in the Industrial Zone, Beer Sheva, and a large plant in Ramat Hovav (BROMINE COMPOUNDS plant).

 

Also operating from plants in the USA, China and in Holland.

 

Also operating from a Logistic Center in the Netherlands, and from marketing and service offices in Israel, USA, Spain, UK, the Netherlands, China, Japan and Hong Kong.

 

There are 9,914 employees in the ICL Group, of which 2,484 employees in the Industrial Products Division.

 

 

MEANS

 

Financial data is included in the consolidated B/S of parent company, ISRAEL

CHEMICALS LTD., which shows:

 

                                                                                                    US$ (thousands)

ASSETS                                                                              31.03.2008                   31.12.2007

Current assets:

       Cash and cash equivalents                                                      61,005                     58,204

       Investments, deposits and short term loans                             122,967                     73,345

       Customers                                                                         1,194,964                   962,113

       Other receivables                                                                  167,890                   133,196

       Stock                                                                              _1,009,393               __970,570

                                                                                                2,556,219                2,197,428

 

Investments and long term receivables                                           271,449                   259,519

Fixed assets                                                                             1,857,888                1,804,052

Intangible assets                                                                      __580,882               __484,356

                                                                                                5,266,438                4,745,355

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

 

LIABILITIES

Current Liabilities                                                                       1,863,409                1,542,263

Long term liabilities                                                                    1,255,796                1,336,174

Minority rights                                                                                75,079                     66,421

Equity                                                                                      2,072,154                1,800,497

                                                                                                5,266,438                4,745,355

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

 

ICL’s current market value US$ 23.09 billion.

 

Subject is an “Approved Enterprise”, and as such enjoys State benefits. Subject received approval from the Israeli Investment Centre (IIC) for a US$ 50 million expansion plan for the Bromine plant in Sodom.

 

In November 2000, the IIC approved investment plans for subject (jointly with other members of ICL) for the sum of US$ 140 million.

 

The Chief Scientist approved R&D aid amounting to NIS 3.5 million in June 1999.

 

There are 2 charges for unlimited amount registered on the company's assets, in favour 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.

 

ICL Industrial Products 2007 sales were US$ 925,000,000 (10% increase from 2006), making a gross profit of US$ 124,200,000. The 2007 figures include for the first time the SUPRESTA figures, who contributed US$ 104 million for sales.

 

DSBG consolidated 2005 sales claimed to be US$ 600,000,000, 98% for export.

DSBG ended 2005 with a consolidated net profit of US$ 93,937,000.

DSBG ended 2006 with a consolidated net profit of US$ 128,137,000.

DSBG ended 2007 with a consolidated net profit of US$ 79,463,000.

 

 

                                                                                  ISRAEL CHEMICALS LIMITED

                                                                               Consolidated Statement of Income

                                                                                                US$ (thousands)

                                                                                                Year ended 31.12

                                                                                         2005              2006              2007

Sales                                                                           2,986,001        3,258,161        4,100,284

 

Gross profit                                                                   1,140,653        1,153,226        1,515,035

 

Operating income                                                             561,329           536,445          714,660

 

Income before taxes on income                                         514,272           494,901          641,202

 

Net income                                                                      422,173           373,903          535,640

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

 

ICL consolidate sales for the first 3 months of 2008 were US$ 1,528,133,000 (73% increase compared to the parallel period in 2007), making a gross profit of  US$ 730,566,000, an operating profit of US$ 464,995,000, and a net profit of  US$ 353,199,000.

 

ICL Industrial Products (mainly bromine compounds) noted 47% rise in 1stQ08 comparing to 1stQ07, mainly due to the inclusion of the SUPRESTA results.

 

 

OTHER COMPANIES

 

Also part of DSBG and ICL Industrial Products (among others):

BROMINE COMPOUNDS LTD., 100% subsidiary of subject,

BROMINE COMPOUNDS MARKETING (2002) LTD., 100%,

TETERBAUM TECHNOLOGIES LTD., 50%,

CHEMADA FINE CHEMICALS LTD., 26%,

L.B BROMINE COMPOUNDS LTD., 50%,

EUROBROM B.V., the Netherlands,

EUROBROM B.V. ESPANA, Spain,

ASIA BROM LTD., Hong Kong,

BCTL, Hong Kong,

BROMOCHEM (FAR EAST), Japan,

SYNERGY FLUIDS, USA,

AMERIBROM INC, USA,

CLEARON CORP., USA,

HY YIELD BROMINE, USA.

 

Other companies part of the ICL Group, among many others:

 

ICL Fertilizers Division:

ICL FERTILIZERS MARKETING LP,

ROTEM AMFERT NEGEV LTD., producers, exporters and marketers of a varitey of products based on phosphate rock mined in the Negev Desert, including phosphate fertilizers, phosphoric acid and specialty fertilizers.

FERTILIZERS AND CHEMICALS LTD., manufacturers, importers and marketers of fertilizers and chemicals, mainly for the agriculture sector, nitrogen and phosphorus fertilizers, industrial chemicals, feed additives, etc.

EUROCHIL HOLDING B.V., Germany

AMSTERDAM FERTILIZERS DEUTSCHLAND OHG (AMFERT GERMANY)

AMSTERDAM FERTILIZERS B.V., the Netherlands

ROTEM HOLDING GmbH, Germany

ROTEM BKG LLC, USA

ROTEM DU BRAZIL, Brazil

ICL FERTILIZERS MARKETING LP

ICL FERTILIZERS (INDIA) PRIVATE LIMITED, India

 

DEAD SEA WORKS LTD., producers, manufacturers, exporters and marketers of potash and other chemicals from the Dead Sea. Controls, among others, IBER POTASH S.A. of Spain and ASHLEY CHEMICALS LIMITED of the U.K.

P.M. CHEMICALS SRL, Italy

RANTHAI AGRO CO. LTD., Thailand

 

ICL Performance Products:

ICL PERFORMANCE PRODUCTS INC,

B.K. GIULINI GmbH, a subsidiary in Germany

ASTARIS INC. of the U.S.A. and Brazil, acquired end of 2005.

 

ICL Metallurgy, headed by DEAD SEA MAGNESIUM LTD., producers, manufacturers, exporters and marketers of magnesium and related products, producing magnesium from the Dead Sea.

 

MIFALEI TOVALA LTD., land transportation, bulk transportation.

I.D.E. TECHNOLOGIES LTD., 50%, desalination facilities and water treatment.

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

 

 

BANKERS

 

Bank Leumi Le'Israel Ltd., Beer Sheva, Branch (No. 921), Beer Sheva.

Bank Hapoalim Ltd., Beer Sheva Branch (No. 631), Beer Sheva.

 

CHARACTER AND REPUTATION

There are several lawsuits against subject and subsidiaries, mainly due to environmental issues. None of the lawsuits seem to be significant at this stage.

 

Apart from that, nothing unfavorable learned.

 

DSBG is considered of the world’s leading company in the bromine market, with estimated production of 27% of the total elementary bromine production in the world. Imports amount to US$ 100 million per annum.

 

ICL is a multi-national concern, among the world's leading suppliers of minerals and one of the largest industrial concerns in Israel. ICL is the world's largest producer of PK fertilizers (compound of potash and phosphate fertilizers).

 

THE ISRAEL CORPORATION LTD. is one of the largest concerns in Israel and the OFER BROS. Group, whose main shareholders are Sami Ofer and his son Idan Ofer, is one the largest and most influential groups in the Israeli market, as well as businesses worldwide.

 

Having ISO 9000 and 14000 quality standards.

                                                           

In 1995 ICL acquired CLEARON CORP. of the USA, in consideration of US$ 50 million.

 

DSBG signed several major supply deals and strategic cooperation agreements with multinational corporate, including with KODAK (circa US$ 40 million in 5 years).

 

Subject signed long term cooperation agreement with the DOW CHEMICALS Group, including with subsidiary DOW AGROSCIENCE, for the joint development, licensing, manufacturing and distribution of Methyl Bromide substitute (the production of Methyl Bromide will be banned completely by 2015).

 

The value of the agreements - of around US$ 100 million per annum.

 

DSBG has signed a joint venture agreement with the Chinese leading chemical company SHANDONG HAIHUA SHAREHOLDING COMPANY LTD., for a joint establishment of a manufacturing and marketing plant in China for bromine compounds, with investment of US$ 30 million (equally split).

 

Subject also established a company in Luxemburg L. B. COMPOUNDS LTD., 50% partnership with a local company for the production of intermediate products for the medical industry.

 

DSBG also signed in 2001 an agreement with one of the largest Japanese companies, D.K. (manufacturers and marketers of chemical products), for the formation of a joint venture, to deal in manufacturing and marketing of delaying combustion chemical products for the Far East market.

 

In September 2001 a sale deal of US$ 20 million of the new venture’s products was announced, with Japanese DAIHACHI CHEMICAL INDUSTRY.

 

In November 2001, it was published that DSBG (51%) and AGRICHEM will establish jointly SOILTECH, to market agricultural disinfectors.

 

In January 2003, it was reported that DSBG signed a cooperation deal with MANAL of Japan.

 

In september 2005, ICL acquired ASTARTIS, producers of phsphate-based products of the USA and Brazil, for a sum of US$ 255 million.

 

In the beginning of 2007 ICL acquired also the assets and activities of Canadian FIRETROL, which develops phosphoric based products for fire extinguishing (in forests, etc.).

 

In August 2007 ICL acquired American SUPRESTA, manufacturers of phosphorus products for fire safety, in consideration of US$ 352 million (by ICL own finance). SUPRESTA is the leading company in its field in the world. ICL's products for fire safety were so far based on bromine, and the purchase expands this line of products to the new area.

 

In November 2007, ICL, via ICL PERFORMANCE PRODUCTS, acquired BIOGEMA of France, producers of fire extinguishing products, for several US$ million.

 

In January 2008, ICL, via ICL PERFORMANCE PRODUCTS, acquired the water treatment activities of the HENKEL Concern, for US$ 89 million.

 

 

SUMMARY

 

Good for trade engagements and all credits.

 


 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs. 42.90

UK Pound

1

Rs. 84.21

Euro

1

Rs. 66.33

 

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