GFH's USD 300 Million Sukuk - Success Has a Price

And Sometimes It's High as Well

On 29 December 2019 GFH’s shareholders approved GFH issuing up to a USD 500 million sukuk through an SPV in one or more tranches.

On 22 January 2020—less than one month later—GFH announced that it had “successfully priced” a USD 300 million 5 year sukuk. 

Strangely, GFH didn’t disclose what the successful price was. 

An inadvertent lapse in " شفافية "? Modesty or something to hide?

AA will tell you later as I want to let GFH have the first change to explain its success.

GFH’s press release outlined several key takeaways. Italics are AA’s. 

This is a landmark transaction for GFH, placing it in the international debt capital market. 

The successful issuance was supported by a ‘B’ rating from each of S&P and Fitch with strong demand from international investors reflecting market confidence in GFH and its subsidiaries (the Group) and recognition of its healthy financial position, sound strategy and business model.

The order-book for the Certificates was oversubscribed 2.5 times exceeding US$750 million. The Certificates saw strong demand from international investors who were allocated 47% of the issuance with the additional 53% taken up by regional investors.

In terms of the types of investors, 61% were fund managers and 39% were financial institutions.

The proceeds of the Certificates will be used to enhance the financial position of the Group and to fund its next phase of growth.

GFH’s CEO, Hisahm AL-Rayes summed it all up by saying

This is another important milestone for GFH and further recognition from the market of the success of GFH’s transformation into a sound and well diversified financial group. The strong uptake from both regional and international investors attests to the strength of our strategy, our financial health and performance and, importantly, to our future prospects as we push forward in further building our business and position as a leading regional and international investor. The proceeds of the Certificates will enable us to continue to build and deliver even greater value to our investors, shareholders and the economies in which we invest.

Italics in above quote are AA’s and set the stage for some observations below.

First, the successful price was a fixed rate of 7.5% per annum.

You can look over a list of indicative sukuk quotes from Emirates Islamic Bank to get an idea just how successful the pricing was.

Perhaps, GFH is thinking about the success of the investors?  Perhaps relieved that it didn't have to pay 10%?

Of course, the pricing looks “generous” before consideration of credit risk. Then maybe not so rich.

It’s unclear to AA how a low non-investment grade rating of B supported issuance, though it does justify the price. Rather AA suspects that this very generous successful price certainly drove interest and the oversubscription.

One might speculate if at this pricing, oversubscription should have even been higher.

In issuing its ratings announcement, Fitch made the following points.

1. Its rating of B/RR4 was based on GFH’s credit rating as Fitch sees GFH’s obligation under the transaction as the source of repayment.
2. It has not assigned any collateral value to the Trust Assets.
3. It does not express an opinion on compliance with Shari’a principles.

For those who don’t know, a Fitch Recovery Rating of “RR4” represent a historical average recovery 31% to 50% of principal and related interest on securities in the “B” category. Page 24 in Fitch’s Ratings Definitions publication. Be sure you read Fitch’s complete explanation of Recovery Ratings, including limitations.

To AA that sounds like GFH has less than a strong “financial health”.

As to being well diversified, perhaps GFH’s CEO is thinking about the future.

The Offering Circular contains the following contrary comments.

The Group has significant exposure to the real estate sector (page 13)

As at 31 December 2018 and on an original basis, 54.1 per cent. of the Group’s total assets were concentrated on the real estate sector, principally in the form of the development properties (which constituted 26.4 per cent. of the Group’s total assets as at 31 December 2018), its investment properties (which constituted 10.5 per cent. of the Group’s total assets as at 31 December 2018) and its financing assets and assets acquired for leasing (which constituted 8.7 per cent. of the Group’s total assets as at 31 December 2018).

Real estate concentration at KHCB. (page 13)

In addition, 50.5 per cent. of the Group’s commercial banking business’ assets exposed to credit risk as at 31 December 2018 were concentrated on the real estate and construction sectors and 93.9 per cent. by estimated fair value of the collateral accepted by the Group against financing assets and assets acquired for leasing including lease rentals receivable was in the form of real estate as at 31 December 2018.

Real estate valuation is inherently subjective and uncertain, and real estate investments are illiquid (page 9)

Real estate assets are inherently difficult to value. As a result, valuations are subject to substantial uncertainty and subjective judgments and are made on the basis of assumptions which may not be correct.

Temporary forbearance from CBB regulations (page 16)

1. The Group currently benefits from a CBB exemption that permits it to exclude the assets acquired through litigation settlements and by way of a share swap from the CBB’s large exposure and connected counterparty limits. This exemption is re-assessed by the CBB on an annual basis. If the CBB decides to no longer grant the exemption, this will negatively impact the Group’s capital adequacy ratio which may lead to non-compliance with regulatory requirements and result in the Group becoming subject to potential enforcement measures and/or significant penalties. 
2. The Group also has an exemption from the CBB related to its exposures to certain large real estate projects which are higher than 15 per cent. of its regulatory capital. This exemption is also re-assessed by the CBB on an annual basis. If the CBB decides to no longer grant the exemption, this could require the Group to reduce its exposure which could result in significant losses.

From the above AA does not see a picture of strong financial health or the diversification that others see.

One further comment: Know Your Obligor

Under certain conditions GFH is obliged to make full repayment of the sukuk. Fitch considers GFH to be the source of repayment.

It’s critical to understand exactly “who” is on the hook here.

In an indirect way, the Offering Circular does this, but AA fears not clear enough so investors understand.

On page 13 the OC states:

The claims of Certificateholders against GFH will be structurally subordinated to the claims of the creditors of GFH’s investees.

What that means then is prospective investors in the sukuk should have looked at the financials of the parent company of the GFH Financial Group BSC, not the consolidated financials.

Why?

The consolidated financials reflect an accounting construct not a legal entity.

One signs contracts, including debt contracts, with legal entities.

One enforces one’s contractual rights against legal entities not accounting constructs.

Unless GFH’s subsidiaries and investees separately legally committed themselves under this transaction, they are not obliged to repay the sukuk.

Therefore, one needs to look at the parent company’s financials.

These will look quite different than the consolidated group financials.

For example, all of KHCB’s assets and liabilities will not appear in the parent only financials. They will be replaced by a single number representing GFH’s investment in KHCB stock.

All KHCB’s income and expenses will be not appear in the parent only financials. In their place will be dividends received and perhaps a change in value of the stock investment, depending on the method used to account for KHCB.

In this respect it’s important to understand that as a shareholder in KHCB or any other investee, GFH is subordinate to the creditors of the investee.

Also that any cashflow from KHCB or another investee—which AA would venture to claim is critical to repaying the sukuk—will come via dividends or perhaps loans. There are various controls on the amount of dividends an investee may pay and generally limits on intragroup transactions. Thus, funds may not be available.

Here’s an example using Bank of America’s FY 2018 AR. 

Compare the Income Statement and Balance Sheet for the parent company in Note 24 with the Consolidated Income Statement and Balance Sheet. 

Quite a difference. You’ll see each of the points made above reflected in the parent only numbers.

The OC doesn’t contain parent only financials. Yet the parent is the Obligor.

Why? 

How could this critical piece of information be lacking?

Rather than rely on the issuer/obligor, legal advisors, or investment banks to ensure that this information is provided, regulators should require that parent only summary financial information be included.

GFH 2017 Unexplained Pricing on USD 314.5 Million Share Issue - What Did We Learn About Transparency?

AA Promised a Rant and Here it Is

In an earlier post, I outlined what appears to be a discrepancy between the price at which GFH issued some 1,186,904,148 new shares in 2017 and the price that the Board requested shareholders approve and which they did approve at GFH’s 1 March 2017 EGM.

According to AA’s analysis, on average the shares were issued at USD 0.2505 per share (a 5% discount to par value) instead of the approved price of USD 0.953 per share.

AA could find no explanation from GFH for the discrepancy. So let us assume that the lower pricing is appropriate.  The fact that there is no disclosure suggest some serious shortcomings in disclosure.

This is not simply an exercise in quibbling.  The difference in price had an immediate impact on dilution of the existing shareholders.  Had shares been issued at USD 0.953 each, GFH’s “old” shareholders to use Abdul Muhsin AdDarwiish’s happy turn of phrase would own some 88% of GFH.  Instead they own 61%. 

That in turn, leads AA to ask did shareholders understand the potential impact of dilution.  Was that impact sufficiently disclosed to them at time of approval? Was the significant change in price disclosed to them prior to conclusion of the transaction?  Were they asked to reaffirm their approval? Or otherwise consulted?  

You can read more details here. 

Let’s turn to the lessons AA thinks regulators, stock markets, shareholders, and GFH management should have learned from the share issuance. 

Dilution

1. If we take the EGM minutes as an accurate and complete account, then there was no discussion about the effect of dilution on current shareholders resulting from the issuance of a potential 3.4 billion of new shares.
2. Shareholders didn’t ask.
3. GFH’s Board did not raise the topic.
4. Perhaps, the Board are forgetful. If only they remembered, they would have raised it.
5. Perhaps, they forget they have a fiduciary duty to their shareholders. So they don’t feel a need to raise it.  The shareholders should look after themselves.
6. Whatever the case, it’s clear that the authorities need to establish a rule. You must tell your shareholders in writing what the proposal means.  If all the shares being offered are taken up, your shareholding will go from x% to y%. You must provide this document to them as part of the EGM package prior to the meeting.  And it must be clearly mentioned and discussed at the meeting.
7. External auditors should also be counseled that they have a fiduciary duty to the shareholders on matters like this, not a fiduciary duty to the board.  And that duty means they must bring up the topic if no one else does. One way to solve this issue so external auditors won't be shy out of concern about re-appointment is to make it a requirement that when dilution may occur, the external auditors are required by law to give a report.  
8. Representatives of the Central Bank, the Ministry of Commerce should be trained to make sure dilution is discussed, raising the topic if they have to. 
9. When the promised issue price is changed in a way that would increase dilution, as is the case here, It seems that the board at a very minimum needs to advise shareholders.  AA's minimum though would be a bit stricter to give shareholders a second vote at a second EGM.  Why? Because the change in price dramatically changed the shareholders' ownership interests in the company.

Disclosure

1. When there is new share issuance, details of the transaction need to be provided in writing to shareholders via a discussion in the annual report and a special disclosure on the exchanges where the company is listed.  Both ways.
2. The ludicrous two line “disclosure” given by GFH is completely inadequate.
3. Because of this it is clear that the authorities need to establish a rule requiring such a report and mandate its format and contents as issuers appear unable to determine what material information should be included. 
4. Data should include:  number of shares issued, class of shares, issue price per share allocated between par value and share premium. Gross proceeds, expenses, net proceeds.
5. If there are unusual accounting entries, e.g., the unexplained USD 24.3 million debit to the Capital Adjustment Account, these need to be explained in understandable language in financial statements.
6. Note 16 page 41 in GFH's 2017 AR has the following “explanation”: “Shares were issued to the subscribers resulting in increase in share capital by US$ 314,530 thousand. Excess over the par value of US$ 0.265 per share has been considered as share premium and reflected accordingly under share premium account (including transfer from capital adjustment account).”
7. That is not an adequate explanation.
8. And, no, management cannot hide behind the bogus excuse “the auditor made me do it”.  If the auditor is adamant that its language is unalterable, which seems unlikely. AA has never had a problem with auditors refusing to provide additional information. Then the management can explain in the MD and A in the AR. Or by  other means.
9. Frankly, the opaque language used in this note looks like a deliberate attempt to keep information from readers of the financials, to obfuscate the transaction, though it could also be the result of other deficiencies in aptitude or attitude.
10. How can a share premium be negative?  
11. Why is there a need to use the capital adjustment account? What on earth is being adjusted? 
12. If shares were issued at a discount, then that needs to be clearly and simply stated.
13. (شفافية) is not simply a word, or an expression of intent.
14.  It is proven by action – providing detailed, understandable information. 
15. Failure to do so is (خداع) in the worst case.  Or deficiencies in attitude or aptitude.  In either of these two cases one probably would be well advised to entrust one's money to other stewards.

GFH 2017 USD 314.5 MM Share Offering Unexplained Lower than Promised Pricing More than Triples Dilution

Sometimes Promises of Transparency are, well, so Transparent

You Can See Right through Them

In preparing the translation of GFH’s 2019 Annual General Meeting for Fiscal Year 2018, the lament of Abdul Muhsin adDarwiish, the representative of AlRajhi, about the drop in book value per share (dilution) caused by this transaction caught AA’s eye.

Just the first examination raised enough questions for AA to take a deeper look. So here we are again.

Summary

In 2017 GFH's Board of Directors proposed that shareholders authorize the issuance of up to USD 450.5 million in new shares to be priced at USD 0.953 each to be used to acquire certain infrastructure projects and investment funds.

Later that year GFH issued some 1,186,904,148 shares.

As per AA's calculation, these shares on average were issued at a discount to par, that is below USD 0.265 per share. “  

AA can find no explanation for this discrepancy.  

So what's the big deal?  

Well, if shares were issued at the promised USD 0.953 per share, the old shareholders to use Mr. Abdul Muhsin adDarwiish’s turn of phrase would own a lot more of GFH than they do now.  Roughly 88% versus 61%.

Interested?

AA has a typical long exposition for you right below.

Detailed Exposition   

According to GFH’s FY 2017 AR Note 18 page 44, GFH assessed the value of the assets acquired as USD 297.502 million.

According to the FY 2017 AR Consolidated Statement of Changes in Owners’ Equity, GFH issued USD 314.530 million in new shares (Share Capital), recognized USD 2.896 million in Share Premium and had an adjustment of negative USD 24.3 million in the Capital Adjustment Account for a net increase in Shareholders’ Equity of USD 293.106 million.

Doing the math, on average GFH issued the new shares at USD 0.2507 per share (using the USD 297.502 million asset valuation).  That’s roughly a 5% discount from par value of USD 0.265 per share.  Some 1,186,904,148 shares were issued.  Keep both amounts (average issue price and number of shares) in mind because we’re going to come back to them later.

AA is unable to definitively “account” (pun intended) for the USD 4.396 million (negative) difference between the increase in equity and the value of assets acquired.

But suspects that these are expenses associated with the exchange based on GFH’s 2017 AR Note 2 (u) page 26 which states that:  “Incremental costs directly attributable to the issue of an equity instrument are deducted from the initial measurement of the equity instruments.”

That’s about 1.5% of the value ascribed (USD 297.502 million).

AA thought that was the end of “intriguing” information in GFH’s AR, but then at the end of the note were two facts about the acquisition of a 56% stake in MGIC (Morocco Gateway Investment Company) and a much more modest 8% additional stake in KHCB.

1. The consideration for both of these was some USD 69.1 million and net assets (at book value) of USD 36.2 million acquired. No comment on the reason for the overpayment.  Nada.  Like GH it seems GFH was still carefully considering goodwill.  Presumably, the value of KHCB is known.  If not, that’s a serious matter.  So it’s the value of a “dream” by the Atlantic in Morocco.  As AA did with GH, he will do here. If one doesn’t know the value, how does one buy something?  Adding insult to injury the missing value here is some USD 32.9 million or some 48% of the amount paid.
2. GFH paid cash for KHCB and 203,291,786 GFH shares for an additional 56% in MGIC (roughly USD 53.8 million based on par value).

The immediate question is where did these shares come from?  

Treasury Shares?

That seems a good guess given the information we have in this Note and the CSOSE. In the sense that it doesn’t support these shares as having arisen from the share issuance/asset swap.

AA believes that there should be an adequate disclosure—the information in GFH’s 2017 AR falls quite short of that modest goal--somewhere about this transaction and more importantly about the issuance of USD 314.5 million in new shares. I didn’t find one so far. Nothing at the Bahrain Bourse or DFM, besides a very short woefully uninformative notice.

If you have seen more disclosure, let me know by leaving a comment.

So what do we do?

Dr. Abu Arqala Prepares to Go Back to the Past

Back to the Past.  To early 2017 when GFH’s Board first mooted this most excellent of ideas.

Here’s the agenda for the 2017 AGM and EGM announced 6 February 2017 on the Bahrain Bourse.

Items #2 and #3 in the EGM Agenda are pertinent to this study.

Item 2 -- “To increase the authorized capital of GFH from US$1,500,000,000 divided into 5,660,377,358 share to US$2,500,000,000 divided into 9,433,962,264 share at a nominal value of US$0.265 per share.

Item 3 -- “To discuss and approve GFH’s new strategy to acquire financial institutions, infrastructure investments, and investment assets by swapping the shares of the investors and shareholders of those companies with GFH shares through issuance of new shares by increasing the issued and paid up capital from US$ 597,994,604 to US$ 1,498,994,604 subject to obtaining all relevant authorities’ approvals, as follows:

1. Increasing the capital up to US$ 450,500,000 by way of issuance of up to 1,700,000,000 new share at a nominal value of US$ 0.265 in addition to a share premium of US$ 0.688 (total share value of US$ 0.953 – equivalent to 0.36 Bahraini Dinar / Emirati Dirham 3.5/ Kuwaiti Dinar 0.29) allocated for the acquisition of a number of infrastructure projects and investment funds.
2. Increasing the capital up to US$ 450,500,000 by way of issuance of up to 1,700,000,000 new shares at a nominal value of US$ 0.265 in addition to a share premium to be determined by the Board of Directors as per market conditions, to be allocated for the acquisition of a number of financial institutions and strategic assets.  If you look at the Arabic language EGM agenda, “strategic assets” are described as “and other investment assets (  واصول استثماریة اخرى).

So what GFH’s Board is proposing as of 6 February 2017, is to issue additional shares at USD 0.953 to acquire “a number of infrastructure projects and investment funds” as the first step. And then in second step issue an additional 1.7 billion in share at par plus a premium to be set by GFH’s Board as per market conditions.  

Why does AA say these are two steps?  

Well in the first case, GFH's Board has determined the premium so this step must proceed the second step where the premium is to be decided.  It would be "mighty strange" (to use a technical financial term) for the Board not to know what the premium is for an issuance today, but know what it will be in the future.  

Also if both steps were concurrent, it would seem "mighty strange" that the premium could be different.  What would the investors who paid USD 0.668 in premium think, if other investors were offered fine GFH shares at a premium of only USD 0,334 a month later?  Or offered shares at a discount?  Or either occurred concurrently with the USD 0.688 premium?

In neither of the proposals is there a mention of issuing at par or at a discount.  The use of the word premium implies to AA and AA would bet as well to the shareholders at the EGM that shares would NOT be issued a par or below par.

As noted above, according to information in GFH FY 2017 AR Note 16, during 2017 GFH issued some 1,186,904,148 shares and received according to AA’s analysis USD 297.502 million before assumed expenses (see above).  That is an average per share price of USD 0.2507, a 5% discount from par of USD 0.265.  After the expenses are deducted the average price per share is USD 0.244.

Now there is a share premium shown of USD 2.896 million.  If we assume that represents shares issued at USD 0.953 that would mean that roughly 4.2 million shares were issued at USD 0.953 per share resulting in an increase in share capital of USD 1.116 million with USD 2.896 million allocated to share premium for a total of USD 4.012 million. 

Pretty small beer. Roughly 0.35% (that is, 0.0035) of the total share issuance.  That is probably not what shareholders expected when they voted for this proposal. 

Based on GFH’s Board proposal they were expecting to issue up to USD 450.5 million. If they only needed one-one hundredth of that amount, surely they would have asked for a much smaller tranche.  Wouldn’t they?  That would be in the spirit of Chairman AlMutawa's statement about the new Board and management being "keen" on transparency. You'll see that just a bit further below. 

One more interim stop before we go to the minutes of the 2017 EGM. 

That is, press clarifications of an earlier clarification issued by GFH to both the DFM and Bahrain Bourse about the planned issue.

“The bank intends to increase the capital by way of issuance of new share in order to acquire infrastructure assets. The settlement (payment) to the shareholders of the infrastructure assets will be by way of issuance of new shares of GFH at rate of AED 3.5 per share. The entitlement for the new shares of GFH will only be for the shareholders of the infrastructure assets; hence the current shareholder of GFH will not be the ones subscribing to the new share issuance. It is to be noted that the new shares will be issued at fair value of the company at rate of AED 3.5 per share – as per the valuation of independent third party.”

There are two key points here:

1. Reaffirmation of the issuance of new shares at the USD 0.953 per share price.  Here expressed in AED. Now if GFH's intent was to issue only 4 million shares at this price and over 1 billion shares below par certainly they would have said something.  Wouldn't they? 
2. Even more importantly that the USD 0.953 per share price is “fair value” as determined by an independent third party.  The Board as stewards of shareholders’ interests would not issue shares at a price lower than fair market value.  Would it?

Of course, fair value could change.

While fair value and market value are not necessarily the same, let’s look at trading data from the Bahrain Bourse.   GFH’s price per share declined from USD 0.76 in early February to USD 0.50 on 14 August 2017.  A 34% decrease.

If we assume intrinsic value went from USD 0.953 in early February to USD 0.265 in August, that would be roughly a 72% decrease.  

AA’s experience with fair value theory and practice is that fair value is expected to be fairly accurate (accurate as any estimate can be) over a long period of time absent significant events.  It is an estimate of intrinsic value unaffected by market movements which are often if not always driven by sentiment as opposed to rational consideration, particularly in retail dominated markets such as those where GFH is listed.

AA would be surprised to see a drop of this nature because he is unaware of any dramatic non transitory event that might have caused this. It would have had to be quite an event to cause a drop in fair value by 72%.

Is anyone out there aware of such an event? Did AA miss something big, really big?

We’re still not finished because we know from GFH’s 2017 AR that they acquired TIBC and certain Indian assets as part of the share issuance/asset swap.  But do we know if these are the specific assets that GFH had in mind when it drafted point one to Agenda Item #3.  That is, which assets would be acquired by issuing shares at USD 0.953 per share.

Let’s take a look at the minutes for GFH’s 2017 EGM.  These are available on the Bahrain Bourse’s website, but in Arabic only.

Turn to page 5.  In the third paragraph, Mr. AlRayes, GFH’s CEO, says that the share issuance will be used to acquire infrastructure assets and investments funds similar to (a) the energy city fund in India, (b) Royal Ranches in Marrakesh, and (c) Tunis Financial Harbour Tunisia by issuing shares at USD 0.953 per share composed of par value of USD 0.265 and a premium of USD 0.688 and then goes on to give equivalents, e.g., KD 0.29, AED 3.5, and BD 0.360.  That seems crystal clear.

Looking back at GFH’s FY 2017 AR Note 18 page 44, the assets identified as having been acquired with the share issuance are:  TBIC (Tunis Bay Investment Company) and “India Projects”.

In Note 1 page 14 “India Projects” are defined as Energy City Navi Mumbai Investment Company and Mumbai IT & Telecom Technology Investment Company.PPThese seem to be just the assets Mr. AlRayes mentioned at the EGM.

No doubt some of you out there are saying. GFH got the fine assets they wanted. Stop quibbling over accounting entries.  Besides you told us that accounting and reality often don't coincide.

Quite.

But here there is a practical consequence in the real world. 

If the shares issued to purchase these assets were issued at USD 0.953 composed of USD 0.265 par value plus a premium of USD 0.688 then:

1. GFH would have issued only 312 million shares instead of 1,186.9 million. That is, it would have issued 26% of what it did issue.
2. “Old” shareholders to use Mr. Abdul Muhsin adDarwiish’s turn of phrase would own a lot more of GFH than they do now.  Roughly 88% versus 61%.  
3. BVPS would be higher. 
4. The "Old" shareholders share of future profits would be higher.

So the question is what happened?

How did USD 0.953 per share become roughly par value (USD 0.2505)?

It seems to AA that in order to issue the shares for these acquisitions at a price lower than USD 0.953 per share, GFH would have needed to call a second EGM to obtain shareholder approval.  GFH’s Board in their role as stewards of the shareholders’ money would have had to request another approval and as part of their keen adherence to transparency (شفافية) explained the unique circumstance or circumstance which caused “fair value” to change and therefore justified the change in price. Wouldn’t they?

But AA can’t find record of another EGM held by GFH prior to the August 2017 closing of the deal.

Nor do the EGM minutes appear to give the Board discretion in changing the USD 0.953 price.

And two final bon mots from the 2017 EGM, Mr. Ibrahim Salaah adDiin—apparently a long suffering shareholder since 2009 at least—noted that the previous management had in his view misled shareholders regarding GFH upcoming net losses and shareholders had endured a capital reorganization which cost them 75% of their shares in 2010 or 2011.  He noted that in 2015 the Board had stated it had no intent to increase capital.

Dr. Ahmed Mutawa, GFH’s Chairman, noted that there was a new board and new management that was (حريصين على شفافية).  Quite! The truth of that statement is evidenced in GFH’s annual reports, press releases, etc.  And, perhaps, just perhaps, on this topic as well.

Following that Mr. AlRayes, GFH’s CEO, made an argument for shareholders to approve the new strategy (Agenda Item #3) by noting the many achievements over the past few years.  And ended his comments by stating that the board’s new plan included reaching USD 4 billion in market value by 2019.  Note that is not a promise or a guarantee but merely the contents of the plan.

Could it be that the USD 0.953 issue price was also included in the board’s plan in the same way?

Kidding aside I’m sure there must be a good explanation.

Clearly, the CBB, MOICT, and authorities at the Bahrain Bourse, DFM, and Kuwait Bourse are not asleep at the switch.  They wouldn’t have allowed GFH to fail to implement the EGM resolution.

The problem is AA can’t find the explanation.

Sadly, sometimes when you’re looking for (شفافية) it is hard to find.  Perhaps, the explanation is the difference between (حارس الشفافية) and (حريص على الشفافية) (ولكن اَللّٰهُ أَعْلَم).  

That leads as you might expect to a rant.  Uncharacteristically in a separate post.