FATIMA FERTILIZER COMPANY LIMITED

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1 FATIMA FERTILIZER COMPANY LIMITED ENTITY RATING REPORT NEW [NOV-14] PREVIOUS [JAN-13] REPORT CONTENTS 1. RATING ANALYSES Long-Term AA- A+ 2. FINANCIAL INFORMATION Short-Term A1+ A1 3. RATING SCALE Outlook - Positive 4. REGULATORY AND SUPPLEMENTARY DISCLOSURE NOVEMBER 2014

2 FERTILIZER The Pakistan Credit Rating Agency Limited RATING ANALYSES (NOVEMBER 2014) FATIMA FERTILIZER COMPANY LIMITED (FATIMA) RATING RATIONALE The ratings reflect strong business performance of the company on the back of diversified product mix with improved market standing. Secure supply of gas from Mari field together with lower feedstock price, providing higher margins, represents inherent strengths of the company compared to peers. The strong fertilizer sector dynamics due to stable demand and continuing domestic supply deficit is a positive consideration. Resultantly, the company's business risk profile is robust. Deleveraging, enabled by strengthened internal cashflows, is augmenting financial risk profile of the company. Fatima intends to set up a sizeable fertilizer complex in the United States of America. The investment would be financed through foreign currency debt. This would raise the leveraging. However, the principal repayment shall be in bullet form in 2021, three years after complete retirement of existing local debt (2018). By that time, the continuation of current pattern of Fatima s internal cashflows should provide potential to repay/refinance entire debt. Inflows from new project would add to this. KEY RATING DRIVERS The ratings are dependent on the company s ability to maintain its cashflows. Imposition of GIDC on Feedstock for 2001 Policy plants may impact the margins, causing material deterioration in debtservice coverage ratio, hence ratings. However, likelihood is remote. Meanwhile, oversight of foreign project from risk perspective and improvement in governance framework remain important. Industry: Pakistan s fertilizer offtake declined by 2% to 3.5mln during 1H14 due to relatively unfavorable weather conditions for Kharif crops causing delayed sowing. Major decline witnessed in urea (5%) and DAP (4%). The decline was cushioned by increase in CAN and NP. The urea market share of local producers continued to increase (1H14: 86%, 1H13: 81%) as higher gas availability to a leading plant was ensured and price differential with imported urea was not made. The reaffirmation of long-term supply agreement with plants on SNGPL network is still pending. The Supreme Court has declared the GIDC Act as unconstitutional. Although, GoP promulgated GIDC Ordinance 2014, Industry players have obtained stay order from Sindh High Court, under which, Mari and OGDC are restrained from charging GIDC (on feedstock and fuelstock) in bills. Performance: Fatima s revenue, in 1H14, continued to be driven by diversified fertilizer products; NP (41%), CAN (32%), and urea (26%). Geographically Fatima s market is relatively concentrated in Punjab (73%). The company s revenue declined by 1% YoY, in line with the most industry players. Despite increase in urea and CAN prices, low volumes of urea and CAN (136K tons and 204K tons, respectively) led the decline in revenue by 6% and 3%, respectively. NP sales improved by 3% due to price softening (8%) and rise in volumes (12%). Margins have been sustained at 56% YoY. The bottomline increased by 5%, benefiting from reduction in finance cost. Business Strategy: Fatima envisages the current mix of urea, CAN and NP to keep margins afloat. However, the imposition of GIDC on feedstock would raise the average cost of fertilizers by ~34%. In this regard, high court decision and ability to pass on the effect, remains to be seen. The company has started debottlenecking of its ammonia plant, enabling 7% efficiency gains by Oct-15, as phase-i completes. Fatima Group is at advanced stage to initiate a greenfield project, costing USD 2.5bln, of fertilizer complex (2.6mln MTPA), owned by Midwest Fertilizer Corp (MFC) based in Indiana state of the US. Out of total equity portion of USD mln (~35% of USD2.5bln), Fatima shall have ~35% shareholding; 5% by a Chinese Firm - Sojitz Corporation - and 60% by US investors. Cash Flows: The free cash flows (FCFO) of the company during 1H14 (PKR 8bln) improved by 2% YoY. The finance cost though declined (5%), the mounting debt repayments (up 40%), pushed the debt coverage ratio slightly down to 1.5x (1H13: 1.6x). Moreover, high inventory level, mid-season, entails high short term borrowings at end-jun14 and, hence, stretches the debt service coverage ratio down to one. With anticipated pickup in sales during Nov-Dec14, the company is expected to clear the short term borrowing; as demonstrated historically (Dec13: 1.7x, Jun13: 1.1x). Capital Structure: At end-jun14, FATIMA s capital structure is leveraged at 50%. Although long term debt declined by PKR ~3bln, a simultaneous increase in short term borrowings reduced the benefit. Fatima s plans of investment (approx PKR 30bln) in MFC s Greenfield fertilizer complex would raise the debt level. In this regard, Fatima envisages to issue 7-year US dollar denominated bonds with bullet payment falling due in 2021 three years after complete retirement of existing local debt. This repayment arrangement would keep Fatima s financial risk profile within comfortable ranges. Profile: Fatima Fertilizer, listed on all bourses of the country, is owned by Fatima Group (45%) and Arif Habib Group (32%). Fatima owns a fertilizer complex with nameplate capacity of 1.28mln MT p.a, located at Mukhtar Garh, Rahim Yar Khan. The Fatima group owns another fertilizer company, Pakarab Fertilizers Limited (PFL) in addition to having interests in textile and sugar sectors. Arif Habib Group is a diversified conglomerate with interests in financial services, real estate, cement, steel, energy and dairy sectors. Governance and Management: Fatima s BoDs comprises eight members, including the CEO. The chairman of Arif Habib Group, Mr. Arif Habib, a reputed business professional, chairs the company's board. Mr. Fawad Ahmed Mukhtar is the CEO of Fatima Fertilizer as well as of PFL. The CEO is supported by a team of experienced professionals. FATIMA FERTILIZER COMPANY LIMITED (FATIMA) November 2014

3 FERTILIZER Financials (Summary) PKR mln Fatima Fertilizer Company Limited BALANCE SHEET 30-Jun Dec Dec Dec-11 1HFY14 Annual Annual Annual Non-Current Assets 68,902 67,641 67,591 68,221 Investments 3,085 3, Equity Debt 3,000 3, Current Assets 9,113 8,564 8,329 8,126 Inventory 3,369 2,702 2,508 1,215 Trade Receivables Others 5,512 5,763 5,683 6,715 Total Assets 81,100 79,290 76,005 76,347 Debt 30,352 30,888 33,799 32,974 Short-term 4,554 2,303 2,690 - Long-term (Inlc. Current Maturity of long-term debt) 25,798 28,586 31,109 32,974 Other shortterm liabilities 10,262 7,034 5,496 7,725 Other Longterm Liabilities 9,577 8,609 7,761 11,593 Shareholder's Equity 30,909 32,759 28,948 24,055 Total Liabilities & Equity 81,100 79,290 76,005 76,347 INCOME STATEMENT Turnover 15,606 33,496 29,519 14,833 Gross Profit 8,762 19,783 17,266 10,052 Other Income Financial Charges (2,028) (4,169) (5,774) (3,063) Net Income 3,400 8,022 6,111 4,117 Cashflow Statement Free Cashflow from Operations (FCFO) 7,679 17,238 16,041 9,531 Net Cash changes in Working Capital (1,051) 859 (2,568) 1,100 Net Cash from Operating Activities 4,601 12,243 7,017 7,466 Net Cash from InvestingActivities (2,048) (4,543) (1,040) (3,637) Net Cash from Financing Activities (2,438) (8,445) (8,832) (273) Net Cash generated during the period ,839 Ratio Analysis Performance Turnover Growth -1.2% 13.5% 99.0% n.a Gross Margin 56.1% 59.1% 58.5% 67.8% Net Margin 21.8% 23.9% 20.7% 27.8% ROE 22.2% 25.0% 21.1% 17.9% Coverages Debt Service Coverage (X) (FCFO/Gross Interest+CMLTD+Uncovered STB) Interest Coverage (X) (FCFO/Gross Interest) Debt Payback (Years) (Total Debt (excluding Covered Short Term Borrowings) / FCFO) Liquidity Short Term Borrowings Coverage (Adjusted Quick Assets/Short Term Borrowings) n.a. Net Cash Cycle (Inventory Days + Receivable Days - Payable Days) Capital Structure (Total Debt/Total Debt+Equity) 49.5% 48.5% 53.9% 63.3% Fatima Fertilizer Company Limited (Fatima) Nov-14

4 STANDARD RATING SCALE & DEFINITIONS Credit rating reflects forward-looking opinion on credit worthiness of underlying entity or instrument; more specifically it covers relative ability to honor financial obligations. The primary factor being captured on the rating scale is relative likelihood of default. LONG TERM RATINGS AAA Highest credit quality. Lowest expectation of credit risk. Indicate exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events. AA+ Very high credit quality. Very low expectation of credit risk. Indicate very strong capacity for timely payment of financial commitments. AA This capacity is not significantly vulnerable to foreseeable events. AA- A+ A A- BBB+ BBB BBB- BB+ BB BB- B+ B B- High credit quality. Low expectation of credit risk. The capacity for timely payment of financial commitments is considered strong. This capacity may, nevertheless, be vulnerable to changes in circumstances or in economic conditions. Good credit quality. Currently a low expectation of credit risk. The capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances and in economic conditions are more likely to impair this capacity. Speculative. Possibility of credit risk developing. There is a possibility of credit risk developing, particularly as a result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Highly speculative. Significant credit risk. A limited margin of safety remains against credit risk. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment. SHORT TERM RATINGS A1+: The highest capacity for timely repayment. A1:. A strong capacity for timely repayment. A2: A satisfactory capacity for timely repayment. This may be susceptible to adverse changes in business, economic, or financial conditions. A3: An adequate capacity for timely repayment. Such capacity is susceptible to adverse changes in business, economic, or financial conditions. B: The capacity for timely repayment is more susceptible to adverse changes in business, economic, or financial conditions. CCC CC C D High default risk. Substantial credit risk CCC Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments. CC Rating indicates that default of some kind appears probable. C Ratings signal imminent default. Obligations are currently in default. C: An inadequate capacity to ensure timely repayment. Rating Watch Alerts to the possibility of a rating change subsequent to, or in anticipation of, a) some material identifiable event and/or b) deviation from expected trend. But it does not mean that a rating change is inevitable. Rating Watch may carry designation Positive (rating may be raised, negative (lowered), or developing (direction is unclear). A watch should be resolved with in foreseeable future, but may continue if underlying circumstances are not settled. Outlook (Stable, Positive, Negative, Developing) Indicates the potential and direction of a rating over the intermediate term in response to trends in economic and/or fundamental business/financial conditions. It is not necessarily a precursor to a rating change. Stable outlook means a rating is not likely to change. Positive means it may be raised. Negative means it may be lowered. Where the trends have conflicting elements, the outlook may be described as Developing. Suspension It is not possible to update an opinion due to lack of requisite information. Opinion should be resumed in foreseeable future. However, if this does not happen within six (6) months, the rating should be considered withdrawn. Withdrawn A rating is withdrawn on a) termination of rating mandate, b) cessation of underlying entity, c) the debt instrument is redeemed, d) the rating remains suspended for six months, or e) the entity/issuer defaults. Disclaimer: PACRA's ratings are an assessment of the credit standing of entities/issues in Pakistan. They do not take into account the potential transfer / convertibility risk that may exist for foreign currency creditors. PACRA's opinion is not a recommendation to purchase, sell or hold a security, in as much as it does not comment on the security s market price or suitability for a particular investor.

5 Regulatory and Supplementary Disclosure Rated Entity Name of Rated Entity Sector Type of Relationship Purpose of the Rating Fatima Fertilizer Company Limited Fertilizer Solicited Independent Risk Assessment Rating History Dissemination Date Long Term Short Term Outlook Rating Watch 27-Nov-14 AA- A1+ Stable - 28-Jan-13 A+ A1 Positive - 15-Dec-11 A+ A1 Stable - 8-Feb-11 A A1 Stable - 1-Feb-10 A A1 Stable - Related Criteria and Research Methodology: Corporate Rating Methodology Research: Fertilizer Sector Overview Rating Analysts Rabia Ahmed Amara S. Gondal rabia.ahmed@pacra.com amara.gondal@pacra.com ( ) ( ) Rating Team Statement Disclaimer Rating is an opinion on relative credit worthiness of an entity or debt instrument. It does not constitute recommendation to buy, hold or sell any security. The rating team for this assignment does not have any beneficial interest, direct or indirect in the rated entity/instrument. PACRA maintains principle of integrity in seeking rating business. PACRA has used due care in preparation of this document. Our information has been obtained directly from the underlying entity and public sources we consider to be reliable but its accuracy or completeness is not guaranteed. PACRA shall owe no liability whatsoever to any loss or damage caused by or resulting from any error in such information. Conflict of Interest PACRA, the analysts involved in the rating process, and members of its rating committee do not have any conflict of interest relating to the credit rating done by them. The analysts involved in the rating process do not have any interest in a credit rating or any of its family members has any such interest. The analysts and members of the rating committees including the external member members have disclosed all the conflict of interest, including those of their family members, if any, to the Compliance Office PACRA. The analysts or any of its family members do not buy or sell or engage in any transaction in any security which falls in the analyst's area of primary analytical responsibility. This is, however, not applicable on investment in securities through collective investment schemes. PACRA has established appropriate policies governing investments and trading in securities by its employees PACRA may provide consultancy/advisory services or other services to any of its clients or to any of its clients' associated companies and associated undertakings that is being rated or has been rated by it. In such cases, PACRA has adequate mechanism in place ensuring that provision of such services does not lead to a conflict of interest situation with its rating activities. PACRA receives compensation from the entity being rated or any third party for the rating services it offers. The receipt of this compensation has no influence on PACRA's opinions or other analytical processes. In all instances, PACRA is committed to preserving the objectivity, integrity and independence of its ratings. Our relationship is governed by two distinct mandates i) rating mandate - signed with the entity being rated or issuer of the debt instrument, and ii) fee mandate - signed with the payer, which can be different from the entity. PACRA ensures that the credit rating assigned to an entity or instrument should not be affected by the existence of a business relationship between PACRA and the entity or any other party, or the non-existence of such a relationship Surveillance PACRA monitors all the outstanding ratings continuously and any potential change therein due to any event associated with the rated entity/ issuer, the security arrangement, the industry etc, is disseminated to the market, in a timely and effective manner, after appropriate consultation with the entity/issuer. PACRA reviews all the outstanding ratings on annual basis or as and when required by any stakeholder (including creditor) or upon the occurrence of such an event which requires to do so. PACRA initiates immediate review of the outstanding rating(s) upon becoming aware of any information that may be reasonable be expected to result in any change (including downgrade) in the rating. Reporting of Misconduct PACRA has framed and implemented whistle-blower policy encouraging all employees to intimate the compliance officer any unethical practice or misconduct relating to the credit rating by another employees of the company that came to his/her knowledge. The Compliance Officer reports to the BoD and SECP Confidentiality PACRA has framed a confidentiality policy to prevent; abuse of the non-public information by its employees and other persons involved in the rating process, sharing and dissemination of the non-public information by such persons to outside parties Where feasible and appropriate, prior to issuing or revising a rating, PACRA informs the issuer of the critical information and principal considerations upon which a rating will be based and provide the opportunity to clarify any likely factual misperception or other matter that PACRA would wish to be made aware of in order to produce a fair rating. PACRA duly evaluates the response. Where in a particular circumstance PACRA has not informed the entity/issuer prior to issuing or revising a rating, it informs the entity/issuer as soon as practical thereafter; Prohibition None of the information in this document may be copied or otherwise reproduced, stored or disseminated in whole or in part in any form or by any means whatsoever by any person without PACRA s written consent. PACRA reports and ratings constitute opinions, not recommendations to buy or to sell. Probability of Default (PD) PACRA's Rating Scale reflects the expectation of credit risk. The highest rating has the lowest relative likelihood of default (i.e, probability). PACRA's transition studies capture the historical performance behavior of each rating notch. These studies are available at our website (). However, actual transition of a particular rating may not follow the pattern observed in the past.

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