MIRA INFORM REPORT

Report No. :	321632
Report Date :	19.05.2015

IDENTIFICATION DETAILS

Name :	FOSTER CLARK PRODUCTS LIMITED
Registered Office :	Ub50, San Gwann Industrial Estate, San Gwann, Sgn 3000
Country :	Malta
Financials (as on) :	December 2013
Date of Incorporation :	30.03.1967
Com. Reg. No.:	C 803
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturing and distributing food and beverage products.
No. of Employee :	401 (2014)

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

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – December 31, 2014

Country Name	Previous Rating (30.09.2014)	Current Rating (31.12.2014)
Malta	B2	B2

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

MALTA ECONOMIC OVERVIEW

Malta - the smallest economy in the euro zone - produces only about 20% of its food needs, has limited fresh water supplies, and has few domestic energy sources. Malta's geographic position between Europe and North Africa makes it a target for irregular migration, which has strained Malta's political and economic resources. Malta's fertility rate is below the EU average, and population growth in recent years has largely been from immigration, putting increasing pressure on the pension system. Malta adopted the euro on 1 January 2008. Malta's economy is dependent on foreign trade, manufacturing, and tourism, and was hurt by the global economic downturn, but fared better than most other EU member states. Malta has low unemployment relative to other European countries, and growth has recovered since the 2009 recession. Malta's financial services industry has grown in recent years and it has avoided contagion from the European financial crisis, largely because its debt is mostly held domestically and its banks have low exposure to the sovereign debt of peripheral European countries. In 2013, Malta led the Eurozone in growth, expanding by nearly 3%, but the government continued to garner scrutiny from the EU for skirting the 3% excessive deficit limit.

Source : CIA

Basic Information

Registered Name	FOSTER CLARK PRODUCTS LIMITED
Trade Name	FOSTER CLARK PRODUCTS LIMITED
Registered Address	UB50, SAN GWANN INDUSTRIAL ESTATE, SAN GWANN, SGN 3000, -, Malta
Telephone	0035622790000
Fax	0035621442693
E-mail	info@fosterclark.com
Status	Registered and operational
Legal Type	Private Limited Liability Company

VAT Number	MT 1074 9623
Registration No	C 803	Registration Date	30/03/1967
Start Date	01/01/1967	Years of Operation	48
Last annual report	30/03/2014
Last return	30/03/2014
CINFO ID	24589510

Summary

Employees	Jan 2014
Total Number	401

Financial Summary	December 2013	December 2012	December 2011
	EUR	EUR	EUR
Revenue Sales	84,133,790.00	71,599,220.00	60,915,417.00
Operating Profit	18,214,961.00	14,863,666.00	11,918,970.00
Pre Tax Profit	19,475,372.00	15,575,969.00	13,149,188.00
Working Capital	81,967,713.00	74,625,358.00	69,754,752.00
Total Equity	117,828,370.00	107,932,276.00	101,595,999.00
Long Term Debts	2,698,047.00	2,049,379.00	515,345.00

Auditors

PricewaterhouseCoopers - 78, Mill Street, Qormi, Malta

Payment habits:	No complaints
Financial strength	Very Good

Capital

Authorized Capital		2,236,198.08 EUR		Nominal No Of Shares		960,000.00
Issued No Of Shares		960,000.00		Nominal value		2.33 EUR
Paid Up		2,236,198.08 EUR		Issued capital		2,236,198.08 EUR
Shares Breakdown	Value		Issued	Class	Type
500,000.00	2.33 EUR		-	-	Ordinary
460,000.00	2.33 EUR		-	-	Redeemable Preferred

Corporate Structure

Directors	Position	ID	Nationality	Occupation	Age	Appointed	Other dir.
BUSUTTIL, FRANCO	Director	11461M (Reg. No)	Malta	-	54	-	No
TRIQ IL-PINTA, VILLA MARCELLO, SWIEQI, -, Malta
BUSUTTIL, JOSEPH	Director	90968M (Reg. No)	Malta	-	47	-	Yes
151, MAIN STREET, BALZAN, BALZAN, Malta
Other directorship:
Name	Registration Date	Reg. No.	Status	Position	Update Date
B & S EXPORTS LIMITED	28/10/1994	C 16946	Registered and operational	Director	24/04/2015
B & S MANUFACTURING LIMITED	28/10/1994	C 16941	Registered and operational	Director	23/04/2015
Other shareholding:
No information available
BUSUTTIL, MICHAEL	Director	51261M (Reg. No)	Malta	-	55	-	Yes
7, TRIQ IL-HABBA, SWIEQI, -, Malta
Qualifications :
Experience :
Other directorship:
Name	Registration Date	Reg. No.	Status	Position	Update Date
B & S EXPORTS LIMITED	28/10/1994	C 16946	Registered and operational	Director	24/04/2015
B & S MANUFACTURING LIMITED	28/10/1994	C 16941	Registered and operational	Director	23/04/2015
Other shareholding:
No information available
DEGIORGIO, CHRIS	Director	70456M (Reg. No)	Malta	-	59	-	No
23, TRIQ IT-TIBEN, SWIEQI, -, Malta
SMITH, HENRY	Director	337652M (Reg. No)	Malta	-	63	-	No
9, POPE BENEDICT XV STREET, BLOCK 3, SENGLEA, Malta

Secretary	Position	ID	Nationality	Occupation	Age	Appointed	Other dir.
VELLA, JOSEPH	Company Secretary	1018249M (Reg. No)	Malta	-	66	-	No
25, STRAIT STREET, VALLETTA, -, Malta
Other shareholding:
Name	Registration Date	Reg. No.	Status	%	Update Date
ACTAVIS LIMITED	07/06/1974	C2867	Registered and operational	0	24/03/2015

Shareholders		ID/Reg. No.	Nationality	Shares	%
FRANCIS BUSUTTIL & SONS LTD		C334	Malta	959999	100
B & S CONTRACTORS LIMITED		C 552	Malta	1
Other Shareholding:
Name	Registration date	Reg. No	Status	%	Update date
B & S EXPORTS LIMITED	28/10/1994	C 16946	Registered and operational	99.9	24/04/2015
B & S MANUFACTURING LIMITED	28/10/1994	C 16941	Registered and operational	99.98	23/04/2015

Operation

Activity Code	Description
DA	Manufacture of food products, beverages and tobacco

Line of business

Manufacturing and distributing food and beverage products.

Purchases

No information available

Export to	Payment terms	Percentage
No information available

Import from	Payment terms	Percentage
No information available

Banks	Swift code
Bank of Valletta 295, NAXXAR ROAD, BIRKIRKARA, -, Malta
HSBC Bank Malta p.l.c. MILL STREET, CORPORATE CENTRE, QORMI, -, Malta

Vehicles	Number
Vans	15
Total Vehicles	15

Premises	Date Updated
Operates as:	21/02/2015
Office, Factory, Warehouse
Owned

Affiliates and Subsidiaries	Country	Relation	Date Reg.
T & L HOLDINGS LIMITED	Malta	Associated Company
SEALEX HOLDINGS CO LTD	Malta	Associated Company
TA' RAS IL-WIED ORGANIC FARMS LTD	Malta	Associated Company
FBS (MARITIME INVESTMENTS) LIMITED	Malta	Associated Company
B. C. INVESTMENTS LIMITED	Malta	Associated Company
Francis Busuttil & Sons (Marketing) Limited	Malta	Associated Company
B & S MANUFACTURING LIMITED	Malta	Associated Company
B & S MANUFACTURING LIMITED	Malta	Associated Company
MEDINA FOOD MANUFACTURING CO LTD	Malta	Associated Company
B & S EXPORTS LIMITED	Malta	Associated Company
B & S EXPORTS LIMITED	Malta	Associated Company

Agencies and Suppliers	Country	Relation	Date Reg.
No information available

CHARGES

No	Date Registered	Date Prepared	Type	Description	Amount	Secondary amount	Property	Unit	Beneficiary
No information available

Charges History

No	Date Registered	Date Prepared	Date End	Type	Description	Amount	Secondary amount	Property	Unit	Beneficiary
No information available

Negatives

According to our against the subject no negatives have been registered.

Financial information

FIELD NAME	December 2013 (Units)	December 2012 (Units)	December 2011 (Units)
STATEMENT OF FINANCIAL POSITION
ASSETS
Non current Assets
Property, Plant & Equipment	38,558,704.00 €	35,356,297.00 €	32,356,592.00 €
Total Non current Assets	38,558,704.00 €	35,356,297.00 €	32,356,592.00 €
Current Assets
Inventories	23,003,316.00 €	26,760,903.00 €	25,608,144.00 €
Receivables	18,830,118.00 €	13,889,018.00 €	12,741,746.00 €
Deferred expences			19,510,076.00 €
Loans receivable	15,498,920.00 €
Other investments		14,277,239.00 €
Other Assets	31,221,590.00 €	25,415,452.00 €	13,450,636.00 €
Cash at bank and in hand	3,351,879.00 €	3,066,535.00 €	4,644,570.00 €
Total current Assets	91,905,823.00 €	83,409,147.00 €	75,955,172.00 €
Total Assets	130,464,527.00 €	118,765,444.00 €	108,311,764.00 €
EQUITY AND LIABILITIES
Equity
Share capital	2,236,198.00 €	2,236,198.00 €	2,236,198.00 €
Other reserves	14,453,801.00 €	14,319,038.00 €	14,142,677.00 €
Retained Earnings	101,138,371.00 €	91,377,040.00 €	85,217,124.00 €
Total Equity	117,828,370.00 €	107,932,276.00 €	101,595,999.00 €
LIABILITIES
Non-current liabilities
Deferred tax liabilities	2,698,047.00 €	2,049,379.00 €	515,345.00 €
Total non-current liabilities	2,698,047.00 €	2,049,379.00 €	515,345.00 €
Current liabilities
Trade and other payables	9,466,064.00 €	7,282,989.00 €	6,200,420.00 €
Current tax liabilities	472,046.00 €	1,500,800.00 €
Total current liabilities	9,938,110.00 €	8,783,789.00 €	6,200,420.00 €
Total Liabilities	12,636,157.00 €	10,833,168.00 €	6,715,765.00 €
Total Equity and liabilities	130,464,527.00 €	118,765,444.00 €	108,311,764.00 €
STATEMENT OF COMPREHENSIVE INCOME
Revenue	84,133,790.00 €	71,599,220.00 €	60,915,417.00 €
Cost of Sales	-56,065,665 €	-49,319,197 €	-42,429,239 €
Gross Profit	28,068,125.00 €	22,280,023.00 €	18,486,178.00 €
Other income	19,270.00 €	713,955.00 €	466,548.00 €
Selling and distribution expenses	-2,264,191 €	-2,163,927 €	-1,935,545 €
Administration expenses	-285,616 €	-337,049 €
Other expenses	-7,322,627 €	-5,629,336 €	-5,098,211 €
Operating Loss/Profit	18,214,961.00 €	14,863,666.00 €	11,918,970.00 €
Finance income	1,046,138.00 €	990,348.00 €	1,401,334.00 €
Finance costs	-341,697 €	-278,045 €	-171,116 €
Net finance costs	704,441.00 €	712,303.00 €	1,230,218.00 €
Share of results of associates before tax	555,970.00 €
Profit before tax	19,475,372.00 €	15,575,969.00 €	13,149,188.00 €
Tax	-3,514,041 €	-3,166,053 €	-645,219 €
Net profit/loss for the year*	15,961,331.00 €	12,409,916.00 €	12,503,969.00 €
Other comprehensive income
Total comprehensive income for the year	15,961,331.00 €	12,409,916.00 €	12,503,969.00 €
CASH FLOW STATEMENT
Profit before tax	19,475,372.00 €	15,575,969.00 €	13,149,188.00 €

KEY RATIOS	December 2013 (Units)	December 2012 (Units)	December 2011 (Units)
PROFITABILITY RATIOS
Gross Profit margin on sales	0.33	0.31	0.30
Return on assets (ROA)	12.23	10.45	11.54
Return on Equity	13.55	11.50	12.31
Operating Income margin	21.65	20.76	19.57
LIQUIDITY RATIOS
Current Ratio	9.25	9.50	12.25
Quick Ratio	6.93	6.45	8.12
TURNOVER RATIOS
Sales to Net Working Capital Ratio	1.03	0.96	0.87
Total assets turnover (times)	0.64	0.60	0.56
Debtor Days	81.69	70.80	76.35
Creditor Days	0.00	0.00	0.00
LEVERAGE RATIOS
Debt to Equity	0.11	0.10	0.07
Interest Coverage Ratio	-52.9344331381312	-51.4577712240824	-67.6543280581594

Additional Information

CONCLUSION

All information in this report was obtained from local official sources.

Contact Information

A questionnaire was sent - no reply received

News

The Times of Malta

Two of the shareholders of a food manufacturing company have complained that the firm has been purposely undervalued for its proposed sale to its subsidiary Foster Clarks Limited.
Suzanne Busuttil and Brian Busuttil, shareholders of B & S Manufacturing Limited, said in a judicial protest that the proposed sale would include this company as well as B & S Contractors Limited, which deals in real estate, and B & S Exports limited. In their complaint, made against a number of other members and companies of the Busuttil family, the two claimed the sale was agreed upon following a report drawn up by auditors which valued the company at substantially less than it was worth. B & S Manufacturing produced a brand named Tiara that supplied North Africa and the Arabian Peninsula with food products. The company would sometimes subcontract work to Foster Clarks Products and vice versa. They contended that the report omitted sales of certain Tiara products and lacked references to certain abuses and irregularities allegedly committed inside the group of companies and to the lack of financial planning and accountability. They alleged that the managing director of Foster Clarks Products, Joseph Busutil, and its finance director Chris Degirogio, were involved in the process of the valuation of B & S Manufacturing, which meant it lacked independence. The proposed sale of the companies, Suzanne and Brian Busuttil claimed, was nothing but a manoeuvre to distance shareholders from the operation of the business owned by the Busuttil family. They also held that the sale of Foster Clarks Products Limited for almost 10 per cent of its real value had been discussed in negotiations that could still be ongoing. They were not going to reveal any more information as it was more than likely that this sale would also end up in court. The complaint was made against Francis Busuttil & Sons Ltd, B&S Contractors Ltd, Franco Busuttil, Michael Busuttil, Joseph Busuttil, Christian Busuttil and Jean Paul Busuttil as directors of Francis Busuttil & Sons Ltd, Foster Clark Products Ltd, Francis Busuttil & Sons (Marketing) Ltd, B&S Exports Ltd, B&S Manufacturing Ltd, and Chris Degiorgio as director of Foster Clark Products Ltd and of Francis Busuttil & Sons (Marketing) Ltd. Lawyers Patrick Galea and Michael Sciriha signed the protest.

Recent Enquiries

Recent Enquiries on this subject

Last 1 months: 2

Last 3 months: 3

Last 6 months: 3

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.63.55
UK Pound	1	Rs.99.86
Euro	1	Rs.72.67

INFORMATION DETAILS

Analysis Done by :	KAR
Report Prepared by :	ANK

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	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
--	NB	New Business	--

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%)

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