INVESTOR INFORMATION
STRATEGIC
OBJECTIVES
Browns Pharma Limited is a retail pharmacy company, selling pharmaceuticals and allied products and services through its conveniently-located pharmacies across Malta. Due to regulatory requirements, each individual pharmacy licence is held by the Group through a separate legal entity and accordingly, each licence owned by the Group is held through a separate entity all of which are subsidiaries of JP Pharma. The Group intends to continue acquiring pharmacy licences to expand its network in localities it does not yet have a presence in. Moreover, through further expansion, the Group will leverage its head office function to extract further margin improvements through economies of scale. The Group also intends to leverage its retail pharmacy network to broaden its offering to include additional services such as doctor consultations, health checks and cosmetic services.
The Issuer does not own real estate property. The Group leases, at arms-length basis, the majority of the properties used as its head office as well as those from which the pharmacies are operated from related parties outside the Group with a minority of such properties being leased from third parties.
The Group’s operations were set up in 1998 by two pharmacists and lifetime friends; Alexander Fenech and Robert Spiteri. With over two decades of trusted healthcare legacy and innovation in community pharmacy, Brown’s Pharma Limited’s purpose is to democratise community pharmacy and in doing so make it easier for its customers to access the products and services they need to lead a healthier lifestyle.
The Group’s mission statement is to be a leading retail pharmacy business, seeking consistent and sustainable growth by engaging highly-motivated people, with cutting edge technology and business processes to meet and, whenever possible, exceed customer expectations.
The Group employs a two-pronged strategy:
- Organic growth of their current retail pharmacy portfolio – increasing footfall and sales through the introduction of new and innovative product and service offerings and the constant pursuit of customer-centric improvements in the way they deliver their offering.
- Expanding their presence through further acquisitions of quality retail pharmacies.
Company
Structure
The Issuer has an issued share capital of twenty million and eighty-six thousand one hundred and eighty-six Euro (€20,086,186) divided into fourteen million six hundred and sixty-two thousand nine hundred and sixteen (14,662,916) Ordinary ’Class A’ Shares of one Euro (€1) each, and three hundred and five million four hundred and twenty-three thousand two hundred and seventy (5,423,270) Ordinary ’Class B’ Shares of one Euro (€1) each, which shares have all been subscribed and fully paid up.13i Limited and N&N Investments Ltd hold, equally among them, fourteen million six hundred and sixty-two thousand nine hundred and sixteen (14,662,916) Ordinary ’Class A’ Shares of one Euro (€1) each, fully paid up, in the share capital of the Issuer. ELKA Investments Limited and JLMX Investments Limited hold, equally among them, five million four hundred and twenty-three thousand two hundred and seventy (5,423,270) Ordinary ’Class B’ Shares of one Euro (€1) each, fully paid up, in the share capital of the Issuer.
The Group currently holds licences to a pharmacy network of pharmacies spanning different localities in Malta with the overwhelming majority thereof being owned directly by the Group.
The Issuer’s objects include, inter alia, that of borrowing or raising finance in connection with the ownership, development, operation and financing of its business activities on such terms as the Directors may deem expedient, and also to invest and deal with the moneys of the Issuer in or upon such investments and in such manner as the Directors may, from time to time, deem expedient. The issue of the Bonds and other debt securities, therefore, falls within the objects of the Issuer.
STRATEGIC
OBJECTIVES
The Bonds form part of a duly authorised issue of 3.9% Unsecured Callable Bonds 2027-2031 of a nominal value of €100 per Bond issued by the Issuer at par up to the principal amount of €13,000,000. The Bonds are created under Maltese law.
For further information on the Bonds, kindly download a copy of the Prospectus.
CORPORATE
GOVERNANCE
Board of Directors
Alexander Fenech is the only executive director. Paul Camilleri, Jean-Pierre Miceli, and Robert Spiteri are non-executive Directors. The other three Directors; Benjamin Muscat, Joseph Caruana, and Mark Grech serve on the Board of the Issuer in an independent non-executive capacity. They are considered as independent Directors since that are free of any significant business, family or other relationship with the Issuer, its controlling shareholders or the management of either, that could create a conflict of interest such as to impair their judgement. In assessing the said directors’ independence due notice has been taken of Listing Rule 5.119 of the Listing Rules.
Dr Jean Carl Farrugia has been appointed as the Company Secretary.
Mr Benjamin Muscat
Benjamin is a Certified Public Accountant by profession (Fellow of the Association of Chartered and Certified Accountants –ACCA) with a long career in finance and management at senior executive positions. He has worked in various industry sectors including switchgear manufacturing, food production, beer and soft drink brewing and production and bottling, international fast food franchising, hospitality and timeshare, construction and real estate development, including marketing and selling luxury condominiums. In his capacity as Chief Executive Officer of MIDI Plc, a Maltese listed company, Benjamin was key in the development of the Tigné Point Project. Benjamin was also instrumental in the promotion of the re-generation of part of Malta’s historical Grand Harbour including the development of a cruise ship porting facility locally known as the Valletta Waterfront project. He also has extensive experience in raising project-specific funding via banking facilities, third party investment, private placements, and issue of equity and debt instruments through retail offers subsequently listed on the Malta Stock Exchange. Today, Benjamin provides professional services as a freelance consultant and sits on the board of directors of a number of listed companies, three on the MSE Main Market, namely; Merkanti Holdings Plc, Shoreline Mall Plc and Phoenicia Finance Plc, and one on the Prospects MTF; The Convenience Shop (Holding) Plc.
Ing. Joseph Caruana
Joseph graduated as Bachelor of Mechanical Engineering (Hons.) in 1986 and obtained a Master’s degree in Business Administration from Brunel University in 2000. An engineer by profession, Joseph held various posts in a number of companies worldwide including Sulzer Escher-Wyss A.G., and Air Malta Co. Ltd. He also acted as Operations Director and Deputy Chief Executive Officer at Toly Products and was a General Manager in FXB Furniture Ltd., Marsovin Ltd., H.H. Ltd., and MGC Electronics Ltd. In 2005, he set up Inspectra Limited, providing custom quality control inspections and sorting as well as calibration services to the Maltese industry. Joseph acted as Chief Executive Officer of Mater Dei Hospital between 2011 and 2014 and currently is the senior partner and founder of Tuning Fork Limited – a management consulting firm.
Dr Mark Grech
Mark is a lawyer by profession (graduated as Doctor of Laws from the University of Malta in 2016) with a passion for business. Mark co-founded One Culture Limited a company that specialises in mass events. Mark is a co-founder of Eleven Entertainment Group and Thirteen Media Limited. In 2018, Mark co-founded X Factor Malta and, in 2020, Malta’s Got Talent - two television entertainment related projects.
Mr Paul Camilleri
Paul has worked in various industry sectors including the hospitality sector for around two decades, the childcare sector where he founded and operated for 18 years one of the first childcare centres in Malta, in the property development sector for over 13 years, wherein he is the co-founder and director of a number of companies involved in property development, real estate and turnkey projects, as well as in the pharmaceuticals, cosmetics & medical equipment sectors for the past 11 years, wherein he founded and operates to date 4 leading import and distribution companies in Malta as well as a company which owned and operated 6 pharmacy retail outlets. Other involvements include a food import and distribution company, an e-commerce platform and various interests both in Malta and abroad.
Mr Alexander Fenech
Alexander a Chartered Financial Analyst, with a Master in Business Administration from Henley Management College, is also a graduate in Pharmacy and has proven first-hand experience in steering a business from a start-up phase to a profitable cash generator, growing at double-digit rates.
Alexander is also actively involved in the day-to-day management of the business and maintains direct contact with the Group’s suppliers, staff and customers.
Mr Jean-Pierre Miceli
Jean-Pierre is a pharmacist by profession, having graduated as Bachelor of Pharmacy (Hons.), with a long career in the Maltese pharmaceutical industry. He has worked in various sectors of the industry, mainly with local agents such as Vivian healthcare followed by a long career with Novartis Pharma Services Malta based in Basel, Switzerland for 9 years. Here, Jean-Pierre held various responsibilities starting with medical representation to co-ordination of a team of pharmacists as well as regulatory, product management, budgeting, targeting and spearheading business strategies. Following this, he partnered up with Mr Paul Camilleri in the setting up of a retail pharmacy business as well as a distributorship/wholesaler business acting as a parallel importer of pharmaceutical lines and other pharmacy related products in Malta. In his capacity of director of sales, Jean-Pierre was instrumental in growth of company portfolio from a few lines to over 400 medicines and vitamins as well as playing a key role in customer affiliation and retention. His role within the business operations was a very active one with the sequential acquisition and daily running of 6 pharmacies over 9 years with double digit sales growth year in year out. Here, Jean-Pierre led a team of pharmacists and sales representatives taking the company to become the second largest pharmacy retail chain in Malta. He is also a co-owner and director in a company responsible for tendering hospital related lines as well as a company responsible for wholesaling and retailing meat products.
Mr Robert Spiteri
Robert, a pharmacy graduate with a vast experience of over 25 years in different sectors of the pharmaceutical industry including sales & marketing, retail, manufacture and regulatory affairs. He co-founded Brown’s Pharma Limited in 1999. In 2006, Robert successfully established Quality Logistical Services Limited, an innovative logistics and Business Process Outsourcing service provider supporting international operators within the pharmaceutical world. His tasks involved leading and supervising the pharmaceutical wholesale operation, developing, implementing and maintaining a GDP compliant quality system, auditing and vetting international pharmaceutical suppliers, negotiating with key service providers whilst developing and monitoring the company’s international interests, inter alia. He has also been a prominent figure within the medical cannabis industry in Malta and has served as Chairman of the medical cannabis business section of the Malta Chamber of Commerce, Enterprise and Industry. Robert holds a Master degree in Business Administration from Henley Management College.
Audit Committee
The Audit Committee of the Issuer has the task of ensuring that any potential conflicts of interest that may arise at any moment pursuant to these different involvements of the Directors are handled in the best interest of the Issuer, the Bondholders and according to law. The fact that the Audit Committee is constituted solely of independent, non-executive Directors provides an effective measure to ensure that transactions vetted by the Audit Committee are determined on an arms-length basis. Additionally, the Audit Committee has, pursuant to the relative terms of reference, been granted express powers to be given access to the financial position of the Issuer on a quarterly basis. To this effect, the Issuer is to submit to the Audit Committee bi-annual accounts, as well as at least bi-annual comparisons of actuals against projections.
All of the Directors sitting on the Audit Committee are non-executives and also independent. The Audit Committee is presently composed of Benjamin Muscat, Joseph Caruana, and Mark Grech, all three members being non-executive Directors and all of them also being independent of the Issuer. The Audit Committee is chaired by Joseph Caruana. In compliance with the Listing Rules, all three directors are independent non-executive Directors, with Benjamin Muscat being competent in accounting and/or auditing matters. In his capacity as Chairman of the Audit Committee, Joseph Caruana holds meetings with the executive Directors as necessary to review the Issuer’s accounts and operations. The Issuer considers that the members of the Audit Committee have the necessary experience, independence and standing to hold office as members thereof.
External Auditors
The Issuer’s external auditor is Busuttil & Micallef, a civil partnership of certified public accountants holding a warrant to practice the profession of accountant in terms of the Accountancy Profession Act (Chapter 281 of the Laws of Malta) holding registration number AB/26/84/45.