6.7% MIZZI ORGANISATION FINANCE PLC 2009/2012

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Mizzi Organisation Finance plc - Prospectus 2nd May 2002

The Company

Mizzi Organisation Finance plc was incorporated on 28 March 2002 to act as a finance company for the Mizzi Organisation. It is a fully owned subsidiary of Mizzi Holdings Ltd. The Mizzi Organisation is a conglomerate of business units spanning a broad portfolio of industry sectors operating under the four guarantors: Consolidated Holdings Ltd, Kastell Ltd, Mizzi Holdings Ltd and The General Soft Drinks Company Ltd. The Mizzi Organisation commenced operations in 1919 and currently employs just under 1,000 people. The Organisation’s core business activities include: (i) automotive; (ii) beverage; (iii) retail and contracting; (iv) tourism and leisure; (v) real estate.

1. Automotive Sector
The Mizzi Organisation’s automotive division imports and sells a number of world-renowned vehicles including BMW, Porsche, AUDI, VW, Nissan, Land Rover and various others through Muscat’s Motors Ltd, Continental Cars Ltd., Industrial Motors Ltd. and Nissan Motor Sales Ltd. It is also responsible for related after-market operations including spare parts, servicing and mechanical repair facilities through Mizzi Motors Limited and Mizzi Automotive Services Ltd.

2. Beverage Sector

The main company within this sector is The General Soft Drinks Company Limited (GSD), which for the past 40 years has been an authorised bottler of internationally-known brands such as Coca ColaTM, FantaTM, SpriteTM, Dr PepperTM and SchweppesTM. GSD also produces water under its own brand KristalTM. Through a separate company, Falcon Wines & Spirits Limited, the Organisation imports a number of other beverages such as NesteaTM, PoweradeTM, ApollinarisTM, EvianTM, Stella ArtoisTM among others. Falcon Wines & Spirits also imports Coca Cola, Fanta and Sprite in cans and operates vending operations across the Maltese Islands.

3. Retailing and Contracting Sector
The Mizzi Organisation has been in the retail sector for a number of years selling white goods and home appliances. However, in more recent years, the Organisation expanded its involvement in the retail sector through Arkadia Marketing Limited which owns and operates the Arkadia complex in Gozo.. In recent years, Arkadia has also been successful in securing franchising agreements with other international high street brands and has also developed its own retail brands. Arkadia also initiated similar retail operations from other premises in Malta as well as in Slovakia. Moreover through its 51% shareholding in Mizzi Associated Enterprises Ltd (MAE), the Organisation is also a significant shareholder in Plaza Centres plc. MAE owns 16% of the total issued share capital of Plaza.
In the contracting sector, the Organisation’s involvement is through Titan International Limited (Titan). Titan’s main area of activity involves mechanical and electrical engineering contracting, particularly in the installation of industrial and domestic air-conditioning systems and lifts. Other activities of the company also include the wholesaling and retailing of air-conditioning units, electrical components, power tools and other related products.

4. Tourism and Leisure Sector
The Mizzi Organisation owns and operates the four-star Waterfront Hotel in Sliema and through MAE, the Mizzi Organisation has indirect equity interests in two other hotels, the Mellieha Bay Hotel (50%) and the Comino Hotel (24%). The Mizzi Organisation was one of the pioneers in the teaching of English as a foreign language and in the early 1990’s, it set up the Institute of English Language Studies (IELS) together with Frosch Touristik. The Organisation has a 50% equity stake in IELS.

5. Real Estate Sector
Apart from the premises used by its various subsidiaries, the Organisation also owns its corporate head office in Blata l-Bajda. The Mizzi Organisation also holds a significant portfolio of investment properties. The strategy of the Mizzi Organisation is to increase the returns generated from the real estate sector either through outright sale, development of idle properties or through rental income.

6. Other Activities
The Mizzi Organisation is also active in other sectors mainly including (i) hire-purchase sales financing through United Acceptances Finance Limited, (ii) the operation of Malta’s public lottery through a shareholding in The Players Group Limited which in turn holds an equity stake in Maltco Lotteries Limited and (iii) financial services through the insurance brokerage firm operating as FirstUnited Group.

Use of Proceeds

The proceeds of the Bond Issue were advanced by Mizzi Organisation Finance plc to Kastell Ltd., Consolidated Holdings Ltd. and Mizzi Holdings Ltd.

Security & Status

Unsecured & Unsubordinated

Guarantors

Consolidated Holdings Ltd., Kastell Ltd., Mizzi Holdings Ltd. & The General Soft Drinks Company Ltd.

Coupon

6.7%

Amount Issued

€3,661,029

ISIN Code

MT0000211202

Maturity

The Bonds are due to mature on 31 May 2010.

Interest Payment

Semi-annually on 31 May and 30 November

XD Dates

17 May and 16 November

Listing

Official List

Directors

John C. Grech, Louis Camilleri Preziosi, Brian R. Mizzi, Kenneth C. Mizzi, Maurice F. Mizzi

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