INVESTOR INFORMATION
STRATEGIC
OBJECTIVES
Brown's 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 four directors, Mark Grech, David Camilleri, Jacqueline Camilleri, and Marthese Vella, serve on the Board of the Issuer in an independent, non-executive capacity. They are considered as independent directors since they 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.
MS JACQUELINE CAMILLERI
Ms Camilleri holds a degree in Accountancy from the University of Malta and a Master in Business Administration from Heriot-Watt University, Edinburgh Business School. Ms Camilleri is a certified public accountant and a member of the Malta Institute of Accountants. Throughout the years, Ms Camilleri has held numerous positions within the AX Holdings Group of Companies. Ms Camilleri has also gained experience through her time with the Foundation for Medical Services as well as with the National Health Services in the United Kingdom and Stock Mandeville Hospital. She has provided financial consultancy services to the private and national health sector and has also served several management roles, including Chief Executive Officer, Chief Financial Officer and Financial Consultant. As of the date hereof, Ms Camilleri provides business advisory services, with particular focus on start-ups and clients undergoing restructuring, and is currently the Chief Executive Officer of Golden Care Home and of Porziuncola Care Home. She also sits on multiple boards and audit committees of listed entities, including Hili Finance Company plc, Harvest Technology plc and IZI Finance plc.
MS MARTHESE VELLA
Ms Vella holds a degree in Electrical Engineering from the University of Malta and a Master of Science in Information Management from Lancaster University, United Kingdom. Ms Vella has over thirty years of experience working in the technology industry through her roles within several local entities, including serving as Group IT Director and subsequently as Chief Information Officer of Island Hotels Group Holdings plc and Chief Information Officer of Azure Malta, between 2000 and 2018. Ms Vella has recently taken on advisory and consultancy roles. As of the date hereof, Ms Vella serves as the Chief Technology Officer of AX Group and has been a Non-Executive Director of Novum Bank Limited since June 2023. As of the date hereof, Ms Vella does not hold any directorship positions in any other entity listed in Malta.
Dr Mark Grech
Dr Grech 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 DAVID CAMILLERI
Mr Camilleri is a pharmacist by profession and is a highly experienced management consultant with over 23 years of experience both in the private and public sector. He has advised on the establishment and implementation of transformation measures aimed at achieving strategic, functional and operational performance excellence. Mr Camilleri also formed part of the Pharmacy Council and the Council of the Malta Chamber of Pharmacists, amongst others. Ms Camilleri is the Chairman of the Board of Directors for Brown's Pharma.
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 several 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 a 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 coordination 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 as director of sales, Jean-Pierre was instrumental in the growth of the company's 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 vast experience of over 25 years in different sectors of the pharmaceutical industry, including sales & marketing, retail, manufacturing 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 Mark Grech, Jacqueline Camilleri and Marthese Vella, all three members being non-executive Directors and all of them also being independent of the Issuer. The Audit Committee is chaired by Jacqueline Camilleri. In compliance with the Listing Rules, all three directors are independent non-executive Directors, with Jacqueline Camilleri being competent in accounting and/or auditing matters. In his capacity as Chairperson of the Audit Committee, Jacqueline 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 Equis Assurance Limited, a private limited liability company, 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.