Global Investment House - Treasury Share Purchases 4Q08

As companies encounter financial difficulties, their business comes under more intense scrutiny.  This is part of the breakdown in trust that initially occurs when a borrower tells a lender that it cannot meet scheduled repayments or when a formerly high flying company has reversals. 

Suddenly the best customer in the world is a scoundrel - proving once again the old definition of  the commercial banker is well founded.  What is a commercial banker?  He's a guy who gives you an umbrella on a sunny day.  And at the first drop of rain wants it back immediately.

GIH is not immune to this process.  In an earlier post Suq Al Mal looked at the funding relationship between GIH and GMFA, a London Stock Exchange listed fund (of which GIH holds 29.99%) which has come under the review of at least one regulator.  The link to that earlier post is here.  There are several open questions from that post.  The key one is how GIH reportedly repaid deposits  taken from GMFA early (presumably before maturity) after it had declared a principal standstill on bank and bond debt.

Another topic that attracted attention is the dramatic 4Q08 increase in GIH's holdings of its own shares ("Treasury Shares"). Many analysts noted that between 30 September 2008 and 31 December 2008,  these increased from 20.5 million shares worth KD20.1 million to 81.9 million shares worth KD59.0 million.

This is the topic of this post.

One unsubstantiated rumor was that GIH had bailed out a substantial shareholder as it ran into difficulties.

As noted above, that theory is a rumor.

 

In the absence of Kuwait Stock Exchange mandated public disclosure of  details by a company in dealing in its own shares (as occurs on the LSE, for example) there is no conclusive answer.

However, it is possible to use GIH"s financials to investigate this issue a bit further.

The first line of inquiry is to see if Treasury Share purchases are out of the ordinary.  In other words, did these only occur to any extent during 4Q08?  Or does GIH have a consistent pattern of dealing in its own shares?

By looking at the Consolidated Statment of Changes in Equity GIH's quarterly financials, it is clear that at least during 2007 and 2008, GIH regularly traded in its own shares often in sizable amounts.

The following list summarizes 2007 activity:

1. 1Q07 Opening Balance: KD20.5mm Purchases: KD5.8mm Sales: KD1.8mm Closing Balance :KD24.4 mm.
2. 2Q07 OB: KD24.4mm P: KD16.8mm S: KD36.3mm CB: KD5.0mm.
3. 3Q07 OB: KD5.0mm P: KD12.1mm S: KD13.6mm CB: KD3.5mm.
4. 4Q07 OB: KD3.5mm P: KD41.4mm S: KD43.3mm CB KD1.5mm.

And here's 2008's activity.

1. 1Q08 OB: KD 1.5mm P: KD 8.6mm S: KD 2.5mm CB: KD7.7mm.
2. 2Q08 OB: KD 7.7mm P: KD30.3mm S: KD25.2mm CB: KD12.7mm.
3. 3Q08 OB: KD12.7mm P: KD 7.4mm S: KD 0.0mm CB: KD20.1mm.
4. 4Q08 OB: KD20.1mm P: KD49.0mm S: KD10.1mm CB: KD59.0mm.

I have not seen an explanation by GIH for this activity.  My guess is that these transactions were undertaken to support GIH's share price.

The next line of inquiry is to see if the price paid during 4Q08 was out of line with the market price.

The first step in that process is estimating the average cost per share GIH paid for the shares purchased during 4Q08.

Looking at the above information in conjunction with that in the Treasury Shares Note in GIH's financials, we can do just that.  At 31 December 2009,, GIH held 81.924 million of its own shares acquired at a cost of KD59.029mm or KD0.721 per share.

We can further decompose that aggregate cost into two components:  shares purchased during 4Q08 and those acquired earlier.

From an analysis of GIH"s financials, it seems Treasury Shares are accounted for on a FIFO basis.  If that assumption is correct, the average cost of the shares acquired during 4Q08 is KD0.683 per share.  Cost allocation to the KD10.1mm of share sales in 4Q08 would be from shares purchased earlier.  Using 3Q08 data, that would mean that after the 4Q08 sale, 10.438mm shares (from those held at the end of 3Q08) with an aggregate cost of KD10.236mm were part of the 4Q08 ending balances.

By simple arithmetic the number of shares GIH acquired in 4Q08 would be 71.486 mm shares (81.924mm - 10.438mm).  These "new" shares would have been responsible for KD59.029mm - KD10.236mm in cost (KD48.793mm)  which is fairly close to the cost of 4Q08 purchases reported in the 4Q08 financials.

Turning to KSE price data for GIH shares, we see the following:

1. From 1 January 2008 until 31 August 2008, GIH's shares traded in a fairly narrow band oscillating around KD1.000 per share.
2. In September the shares began a decline reaching KD0.770 at the end of the month.
3. During October the shares declined further to approximately KD0.485.
   
4. In November the shares traded in the KD0.400's ending the month at KD0.410.
5. In December the shares traded downward reaching KD0.242 on 23 December where they remained for the rest of the year.

Clearly, in order to achieve an average price of KD0.683 on the shares bought during 4Q08, they would have had to be purchased during October.

Let's look at KSE volume data based on the assumption that all share purchases and sales have to clear through the KSE.

There were several large trading days during the month: 

1. 8 October 16.7mm shares for KD9.7mm
2. 9 October 15.5mm shares for KD10.3mm
3. 14 October 14.7mm shares for KD9.8mm
4. 15 October 13.5mm shares for KD9.1mm
   

With the assumptions and analysis above, it is during this period that the shares would have to have been purchased if they cleared through the Exchange.

I'd also note that there were a series of six large identical trades on 4, 7, 8, 9, 10 and 11th December.  All for 55,920,000 shares at a price of KD21,530,950 at a per share price of KD0.385.

These trades seem to have been a calculated attempt to stem the decline in share price.  Besides pride there are a variety of other possible reasons for supporting a share price as anyone familiar with the closely related terms "Kuwaiti investor", "pledge", and "leverage" would know.    

You may be thinking:  why don't these trades - which total KD129.2mm -  appear in GIH's 4Q08 financials. Why aren't both Purchases and Sales for 4Q08 each KD129.2mm higher?  Good question.  I'm presuming because they were rollover transactions or offset by other transactions GIH did not have to include them.  If they were not GIH trades, then there is a very intriguing (notice I did not say interesting) question as to who did and why?

After this intervention stopped, the share price declined to KD0.242 at year end dropping eventually to double digits in 2009 before recovering later this year to just under KD0.100 today.

So this analysis has not provided a definitive answer to the rumor cited above.  One bit of further information, the timing of the purchase dates could go a long way to resolving this issue.