International Leasing and Investment Company - 3 Directors Reportedly Resign

Outside the KSE: They Walk Among Us But Are Forbidden to Trade

 

According to Tamir Hammad at Al Watan 3 members of ILIC's Board have resigned in the past two days.  On Sunday, Mohammed Ahmed Saad Al-Jasser, the representative of Abraj Holding (a 32.3% shareholder in ILIC).  On Tuesday Messrs. Khaled Mohamed Nasser Al-Aboude and Badr AlDeen Noyoh, representatives of the Islamic Development Bank (a 28% shareholder).

As the story goes, the three former directors refused to give a reason.  Indications are that there are sharp differences in the company which will be laid at the feet of the regulators to sort out.

And much there is to sort out.  Among the listed but suspended (from trading) companies on the KSE, ILIC and Villa Moda have the dubious distinction of having failed to issue 7 financial reports - their last being 30 September 2008.  Even poor old TID only has 6 reports past due and shares that honour with Safat Global.

You'll recall there was an earlier flap over whether Mr. Fuad Hamed Abdulqader Al-Homoud was returning in an executive role to the company.   Apparently, that rumor has surfaced again.  Supposedly, a neutral party was negotiating a debt rescheduling agreement with the lenders supported by the IDB and Mr. Al-Jasser.  The latter to take a key management role.  Then some shareholders started pushing for the return of Mr. Al-Homoud as the story goes.   Apparently, those who thought his previous stewardship exemplary.   In any case this supposedly led the 3 directors to exit.  

What's interesting here is that shareholders with more than 60% of the firm don't seem to be able to control the Board.

Anyone with an insight or opinion, please post.

For those interested in a trip down memory lane, you can access earlier posts by using the tag "International Leasing and Investment".

Rumor: Hassan Al-Ammari Resigns from International Investment Group

Citing an interested source (one with a connection to IIG) Al Watan reports that Hassan Salim Hassan Al-Ammari has resigned from IIG's board due to the lack of co-operation from the Chairman/MD, Dr. Abdulaziz Bader Al Jena'ai.  According to Al Watan's source, Hassan has been unsuccessfully asking for financial and other information for some nine months.

Hassan represents Al Baraka Investment and Development Co (which owns about 5.21% of IIG).

IIG has been suspended from trading on the KSE for failure to provide financials for both 1Q10 and 2Q10.  The last financial it did supply was FYE09 which showed a loss of KD36.5 million versus a KD21.5 million loss the year earlier.

You can read more on IIG by using the tag International Investment Group for earlier posts.

Damas Shareholders Meeting 30 September: Ernst and Young to Be Replaced by Deloitte Touche

Damas announced that it would hold its AGM/EGM on 30 September.

Among the agenda points are:

1. a change in auditors from Ernst & Young to Deloitte and Touche
2. formal election of the Board who were appointed in the wake of the resignation of the old Board as per the DFSA order.

The Investment Dar - Al-Musallam Denies Problems

This Thursday (26 August) TID held its 2008 shareholders' annual meeting (delayed because of the delay in finalizing its financials).   Both AlQabas and AlWatan have accounts of that meeting.  Some 73.11% of shareholders' interests were represented.  As per the KSE, the only disclosed major shareholders of TID are the Kuwaiti General Organization for Social Insurance (7.7%) and Efad Real Estate Company and associated companies (18.21%).  So there appears to have been broad shareholder participation.

AlQabas notes that the meeting was held in an atmosphere of "impressive calmness".   All items on the agenda were approved, including agreement with the Board's recommendation that no dividend be declared for 2008. (TID reported a net loss of  KD80.3 million for 2008 of which KD78.6 million is attributable to TID shareholders.  From 2007 to 2008 TID's total shareholders' equity declined from KD349.6 millionn to KD168.5 million due to KD52.9 million of 2007 dividends, KD 37.4 million of losses recorded directly in equity and net purchases of treasury shares of some KD12.2 million.)

The tenor and results of the meeting no doubt a clear reflection of shareholders' confidence in Mr. Al-Musallam's stewardship and performance.

Mr. Al-Musallam also took the opportunity to "set the record straight" on several points, including most of the assertions in a recent AlQabas article:

1. As he has on several earlier occasions, he noted that statements that TID was going to be liquidated were not true pointing out the strength of TID's assets.
2. The CCC is not discussing resigning.
3. In that connection he commented that TID is happy to have the Central Bank of Kuwait's supervisor, Dr. Abid AlThafiri, stay on, but that decision is solely the CBK's.
4. There are no differences with the CBK.  The CBK poses questions and TID answers them.
5. More than 83% of the creditors have agreed to participate in the rescheduling.  The remaining 17% represent only KD110 million.
6. He expects to achieve success with Commercial Bank of Kuwait and Cham Islamic Bank (Syria)  and then will have 89% agreement.
7. He's optimistic about obtaining the Central Bank of Kuwait's approval for TID to enter under the protection of the FSL.  
8. He noted that many of the creditors who have indicated they intend to pursue legal claims (the 17% soon to be 11%) were waiting to see the results of the current stage (presumably whether TID gets under the FSL) before proceeding.  The unspoken point here being that if TID enters the FSL, then perhaps some or all of these holdouts may join the rescheduling.  Not an unreasonable assumption.
9. Contrary to rumors, there is no raise for any senior member of TID's management.  Apparently, not even an "unrealized" one! 
10. TID is not late with its prior year's zakat.  Though the wording used here seems to imply that perhaps the committee has not yet distributed it - which would qualify as being "late" for a simple minded guy like me.  وأكد المسلم أنه لا يوجد تأخير في دفع الزكاة عن الشركة، مستشهداً برأي لجنة الفتوى والتشريع التي أكدت على ان الشركة لم تتأخر ولكن هذه الزكاة تعود الى السنوات الماضية، منوهاً الى ان اللجنة تقوم باخراج الزكاة من وقت الى آخر حسب الحالات التي تقوم بدراستها من وقت الى أخرى
11. Perhaps, the answer is that "class is not yet over" and the studies continue?  Anyone who can confirm or amend my translation, please jump in with a post.
12. He did take the time to point out that the 2008 loss (largely due to provisions of KD89.5 million) was not realized.  
13. Asked about 2009's financials and the CBK's requirements for additional provisions, he declined to answer, commenting that the Company respected its regulator's (the CBK's) views, would have the auditors review them. But in the final analysis will do what the CBK requires.
14. One other important "bit" he stated that the Company had appointed new auditors (dual case used).  In 2008 TID used the local incarnations of Deloitte and Touche and KPMG.  
15. The Ministry of Commerce and Industry raised comments during the meeting that the Board did not meet during 2008 (I take this to mean regarding 2008 financial performance not that there were no board meetings that year) and that TID failed to properly register its shares in Bahrain Islamic Bank,.  These shares (8.7% of BIsB) were acquired by TID in satisfaction of a financing receivable and are discussed in Note #8 to its 2008 financials. Mr. Al-Musallam said that the Board did not meet because the financials were not approved (presumably he's referring to the auditors and CBK).  The BIsB shares are in the process of being registered.

A new Board was elected as follows:

1. Adnan Abdul Qadir Mohammed Al Musallam, Chairman and MD
2. Rajam Al Roumi
3. Ghanem Al Ghanem
4. Adel Behbehani
5. Adnan Nisif
6. Musa'id AlMukhaytar
7. Nabil Abdul Rahim

And "reserve" directors (in case of need for a replacement of a sitting director):  Nabil Amin, and Abdul Muhsin Al Kandari.

Hopefully, this impressive performance (there's that word again) will silence the unfounded criticism of TID in the market, leaving only the founded sort.

International Leasing and Investment Board Announced- Fuad AlHomoud as Member

ILI announced its new board this morning on the KSE.  It includes Mr. AlHomoud as a member. 

You'll recall that AlQabas had published an article stating that the regulatory authorities and one large creditor had reservations about his returning to ILI in an executive capacity.   A day later AlQabas published Mr. Al Homoud's strong denial.  Relevant post here.

The Chairman, Mr. Hajjaj Mohamed BuKhadur, has been appointed as Managing Director not Mr. AlHomoud.  A face saving compromise.  A tempest in a teapot.  A bit of a "fix"?  Unclear to me.

[11:11:36]  ِ.تشكيل مجلس ادارة الشركة الدولية للاجارة والاستثمار (د للاجارة) (موقوفة)‏
يعلن سوق الكويت للأوراق المالية بأن الشركة الدولية للاجارة والاستثمار
ِ(د للاجارة) (موقوفة عن التداول) افادته بأنه بناء على اجتماع الجمعية
العمومية العادية المنعقدة في 10-8-2010 والذي تم فيه انتخاب اعضاء ‏
مجلس ادارة الشركة فقد تم تشكيل مجلس الادارة ليصبح على النحو التالي:‏
السيد / حجاج محمد بوخضور                  رئيس المجلس والعضو المنتدب
السيد / عبدالوهاب عبدالرحمن المطوع        نائب رئيس مجلس الادارة
السيد / اسامة علي المطوع                                  عضو
السيد / فؤاد حامد الحمود                                    عضو
السيد / بدر الدين نويرة                                      عضو
السيد / محمد احمد الجاسر                                  عضو
السيد / خالد محمد العبودي                                  عضو

Fuad AlHomoud Responds: "No Regulatory Concerns About My Return to Internation Leasing and Investment"

AlQabas published a response by Mr. AlHomoud to its earlier article claiming that regulatory authorities and one major creditor had reservations about his return to an executive management role at ILI.

He categorically denied the article stating that it was baseless and contrary to the facts.  And then chided AlQabas for what he described as a failure to adhere to proper journalistic standards.

International Leasing and Investment - The "Fix" is in? Central Bank Trying to Stop?

The 16 August issue of AlQabas has an intriguing article on ILI: "Supervisory Reservations About Return of AlHomoud to International Leasing."  KSE page on ILI here.

The article states that:

1. The regulatory authorities, among them the Central Bank of Kuwait, have reservations about the return of Fuad AlHomoud to ILI especially after his membership to the Board and appointment as Managing Director.  
2. One of the largest creditors of ILI has joined in these reservations on the basis that he has been following the company for years and knows its "ins and outs".
3. PWC who the creditors had engaged  issued a report that accused the previous executive management of taking loans and using them for other than the purposes for which they were obtained.  
4. And PWC had recommended that court action be taken against previous executive management.  
5. The article quotes an unnamed source in Munshaat (a Kuwaiti Real Estate company) that Mr. AlHomoud is facing a court case related to the time he was at both Munshaat and ILI.  
6. After an examination, the Central Bank of Kuwait found that the previous management guilty of a number of violations and excesses and levied a fine of KD200,000.

What's apparently troubling some is the sudden "understanding" between Mr. AlHomoud and Mr. Bassam AlMutawa, the investor who has proposed a plan to save ILI.  The question is whether they have joined forces to save the company or for another reason.

At this point, AlQabas speculates (and note that word) that legal cases relating to ILI could be very uncomfortable for a variety of people and that having  control over the Company's "files" related to such cases could be a powerful motive for some to seek to obtain control over ILI.

ILI is currently suspended from KSE trading due to failure to provide financials.  It has not yet provided its 31 December 2008 financials or any subsequent ones.

And finally, while not stated in the article, I am going to presume that Mr. AlHomoud like a prominent expatriate Kuwaiti  businessman denies all allegations of wrongdoing.

AlJoman: Cross Holdings on KSE Equal KD3 Billion or 9.4% of Market Value

AlJoman issued another interesting analytic piece.  This one on cross holdings on the KSE.

A bit of initial tafsir:

1. It's based on information from the KSE on shareholders of listed companies.  
2. As per KSE rules, shareholdings 5% or more are to be reported. 
3. Data is as of 5 August 2010.

Here's a quick summary.

1. 84 listed companies have cross shareholdings spread across 132 companies.
2. The amount is KD3.035 billion which represents 9.4% of the total market capital of KSE listed companies (KD32.4 billion).
3. It also is 21% of the disclosed investments by KSE listed firms (KD14.7 billion).  
4. Al Joman estimates that aggregate cross holdings (including those below the 5% threshold) equal 20% of the market capital of KSE listed firms.  It doesn't detail its rationale.
5. It ascribes this motive for this cross holding essentially as market manipulation.  Companies cross hold, inflate demand (sometime fictitious) for their partners' shares, and thus create bubbles.  When the downturn came, this mechanism which had been so powerful in creating the updraft was powerless to stop the downdraft.  Not the manipulators, nor the market makers, nor even the Government with its National Portfolio.   Al Joman refers to it as like a snowball rolling downhill, getting bigger as it goes and crushing all in its path.
6. As it has done before it faults the regulator and the weakness of the existing system, noting that many companies violated their corporate charters by investing in economic activities outside of the one listed in their Articles.   There's a biting comment about some real estate companies that own no real estate - not even a single apartment or shop.
7. In closing it notes that some out there may say that Al Joman is "beating a dead horse" on this topic.  But that it's intent is to remind the Kuwait CMA of the necessity of ending such "deviant" practices.

Here's an abbreviated version of the chart in the report.

Sector	# w Cross Hold	KD Millions	% Total
Banking	6	836	27.5%
Investment	31	1,237	40.8%
Insurance	4	44	1.4%
Real Estate	17	286	9.4%
Industry	9	371	12.2%
Services	11	108	3.6%
Food	2	4	0.1%
Non Kuwaiti	3	148	4.9%
Parallel Market	1	2	0.1%
TOTAL	84	3,035	100.0%

One final note, an appeal actually for some linguistic help.  There are two expressions that Al Joman uses in the report, the precise translation of which elude me.  Appreciate it if someone will post to give me not only a translation but a  ذوق of the expression.

1. الضحك على الذقون       
2. طاح الفاس بالراس

Heard at the FT: HP Board Overreacted (?)

My favorite financial newspaper weighed in today on HP's Board's dismissal of Mark Hurd via this comment in the Lex column:

But the safe decision is not always the right one. Mr Hurd was, by most accounts, a superb executive. HP’s shares had outperformed the technology-heavy Nasdaq Composite ninefold since he took over in 2005 and net income grew handsomely. There is no evidence that Mr Hurd cut any ethical or legal corners while presiding over this success. Indeed, his transgressions appear minor enough to have warranted little more than a slap on the wrist at most American companies.

Indeed, one is tempted to say.  Yes, there is a culture of toleration of "mistakes" at most American and most other companies.    Or perhaps a cutting of a corner on a rule.   All as long as the concerned employee is generating the revenue.

After all imposing small minded constraints might limit the creativity and motivation of such corporate high fliers.    Expense rules can be safely ignored.  Dealing limits.  Restrictions on the use of recreational drugs.  How many of out there can recall seeing a "golden" boy or "girl"  on the trading room floor with "talcum powder" on his or her shirt after a trip to the rest room?  Like the athlete on the parallel bars, a little talcum keeps your hands from slipping!

Indeed all minor.  A gentle slap on the wrist and back to revenue generation. 

Of course, for the not so golden or high ranking members of staff,  understanding is a bit more constrained.  And justice more swift.

As it's known out there, checkbook morality:  "If it pays, it plays".

One can always find the small minded (like AA) out there.  Here are couple of more from the FT .

Damas: A Gem of Loss AED1.9 Billion for Fiscal 2010

You may have seen the news articles on the loss.  Here in the Gulf News.  Or Khaleej Times.  As usual, if you're looking for more content, you'll find it at The National.

Hopefully, this post will expand the discussion.

For this excursion, here are Damas' Press Release and its Audited Annual Report for 2010 (inexplicably missing the audit report).  Presumably a technical issue because ASDA'A - Burson Marsteller was involved in distributing this. I've sent NasdaqDubai an email to note the oversight.  If you live in the Emirate, you might give them a call. 

The first thing that becomes obvious is that the new board and management are  "taking an accounting bath" - writing down everything they possibly can.  This associates the loss with the previous board and management.  And then when there are recoveries in these same items in the future, they (the new "team") will look like "blooming business geniuses". 

The second thing is that the number of areas where writedowns or provisions have taken place give an idea of the extent of the corporate rot.  There seems scarcely an asset category  or company activity that was not touched.  In cases like this one has to be quite a charitable soul to ascribe the lowest possible level of intelligence and competence to those involved.  Otherwise one would be forced to conclude that they were complicit in the Abdullah Brothers' crimes.  That would, of course, include Damas' Accounting and Finance Department, its internal auditors, its Board Audit Committee and its then external auditors. 

Let's step through the charges.

First "impairments" of AED 790.6 million.   Note 11.

1. AED457 million against the AED767 million due from the Abdullah Brothers (Note 26).  A provision of 59.6%.  This is composed of the AED606 million  in unauthorized withdrawals plus AED150 million in a lost deposit - lost as a bank seized it for a gold loan to the Abdullah Brothers.  Less AED3.3 million in Board fees for fiscal 2010 - we'll file that  under "insult added to injury".  Seems Damas has a soft spot for the Abdullahs and still believes it needs to compensate them for the wise and highly beneficial services they provided to the Company during fiscal 2010.  We can be sure of one thing.  The Company will recover at least AED150 million from the Abdullahs by offsetting the AED150 million subordinated loan the Abdullahs made to the Company.
2. AED106.1 million against real estate due to a downturn in the market values.
3. AED54.7 million for investments in persistent loss making jointly controlled entities which are impacted by a change in the role of the Abdullah Brothers.  Since the losses were incurred while they were running the Company, is the assumption that now that they are not, the situation will change for the worse?
4. AED28.4 million for certain associates due to uncertainty of future cash profits.
5. AED84.4 million for long term loans and receivables from related parties.  Apparently wisely made by Damas with no fixed repayment tenors, no interest applicable and no collateral.  
6. AED14.1 million for available for sale investments.
7. AED16.0 million for intangible assets.
8. AED29.8 for receivables.

Now to Provisions - AED572 million.  Note 12.

1. AED434 million for Inventories (Note 22 (ii)).  Seems Damas gave gold from its inventory to certain "consignment vendors, ventures, debtors, associates, and jointly controlled entities without any margin and to certain parties against cash margin."  Some AED618.2 million (of which AED613.5 was gold) against which it had AED183.8 million in collateral.  It has fully provisioned the remaining amount AED434.4 million.  Once Damas "lent" gold or other inventory, then those assets should have been separated from the rest of inventory.  Especially since the amount is significant - 30% of total inventory.
2. AED121.1 million for doubtful receivables - in very rough numbers 37% of gross receivables.  There's one proven business way to increase sales and that's to sell on very easy terms.  Selling to people who can't or won't pay back works every time.  We are told that this provision is motivated by the change in the role of the Abdullah Brothers in the Company. It seems that the Abdullah Brothers originally approved the extension of these receivables. Which is perhaps why they weren't collected.  Now that they are no longer in control we are to conclude that the receivables won't be collected and must be written off? Frankly, I'm not following the logic here.
3. AED16.6 million for "slow moving inventories".  Since a jeweller's inventory turns really slowly these have to be some "real gems", no doubt.

Third, an AED79,6 million loss on settlement of bank liabilities (Note 13). 

1. AED73.3 million:  Damas couldn't meet margin calls against gold loans.  Wonder where the gold went? Borrowed by an Executive Director?  So the Company had to give Inventory with a cost of AED140.1 million for which the bank gave them AED66.8 million.  That led to an AED73.3 million loss.  Damas is buying back the inventory in a phased manner at the purchase price originally paid to the bank.  
2. AED6.2 million loss on a jewellery for debt exchange.

Provision for Dubai Ventures Loan AED311.5 million (Note 21).

1. You'll recall this transaction was part of the fraud perpetrated by the Abdullah Brothers at the time of the IPO.   They gave Damas funds to Dubai Ventures - part of the Dubai Group - to buy a portfolio of Damas shares to meet the minimum "free float" requirements.  This portfolio became a loan in Fiscal 2008.  And now "poof" it's provisioned.  Though management asserts it will do everything to collect the loan.  Since DV is holding highly valuable Damas shares, I guess it will be a matter of a few trades on DFM/NasdaqDubai.

 Other matters.

1. There are AED94.7 million in losses on Discontinued Operations.  A glance at Notes 15, 38 and 39 discloses a rabbit's warren of companies.  It's unclear to me how any lender could keep either an eye or control on his money once it enters a "black box" like this. That's not to say that there was any malfeasance at Damas on this score.  Just that this is a "tricky" situation for an unsecured lender.
2. Damas' Press Release refers to AED1.9 billion in one off expenses and provisions.  I think that's overstated.  Damas appears to be considering net interest expense of AED132 million as a one off expense as well as some of the losses on subsidiaries.
3. Damas is showing AED775.2 as Cash and Banks classified as a Current Asset.  Some AED392 million of this amount is pledged as security for loans (Note 29).  It seems a real stretch to consider these Current Assets.
4. Rescheduling:  There's a bit of cognitive dissonance between the Annual Report MD&A and the Press Release.  Presumably, the Press Release is the later document so we'll use that information on the structure.  The Press Release states there will be three tranches: Tranche 1 an amortising debt.  Tranche 2 a working capital facility probably "revolving" (not reducing).  Tranche 3 a term loan (presumably with no or a very pushed out amortisation schedule).   Note 2 to the Financials discloses that the proposed tenor is 6 years.   And that recovery from the Abdullah Brothers is not required to repay the debt.

Finally, as always with announcement like this, we at Suq Al Mal are on the look out for contributions to distressed debtors' rhetorical spin.  I'm happy to report that Damas has advanced this art significantly.  Here are some of their contributions:

1. A "difficult, if not unfortunate year".  (Chairman's Statement).  AA:  Unfortunate indeed.
2. "Unfortunate in that the problems which the Group now confronts are of its own making, through the failings of the then Board of Directors and, in particular, the actions of the Executive Directors, the Abdullah Brothers". (Chairman's Statement).  AA:  We can probably explain this statement by two facts.  It's true.  And there's a new team with no reputation at stake.
3. Operating performance "reconfirms the value proposition of the Group's core business"  (Chairman's Statement).  And from the MD&A:  "The robustness of the underlying business model was tested under actual stress conditions ..."   AA:  Much better than a "proven business model".
4. "The Group’s difficulties and the continued involvement with the Abdullah Brothers have raised a number of concerns, publicly. While recognising these concerns and putting in place the appropriate governance structure to mitigate against any potential issues, the continued involvement of the Abdullah Brothers is of strategic importance.  Fundamental in this regard is their knowledge of the  industry, in the areas of product design, quality, but more importantly their involvement in the  recovery of accounts receivables and the inventory given on consignment. In their role as Advisors,  the Group will be able to secure a knowledge transfer and an expedited, if not enhanced, recovery of  its receivables and consignments."  AA:  One certainly hopes so.  Wonder what the compensation is?  And if it's cash or reduction in their payable?

Aayan Leasing and Investment - MOCI Shareholders' Meeting 10 August

Aayan (no doubt with a bit of encouragement from the MOCI) announced on the KSE this morning that its ordinary and extraordinary general shareholders' meeting will be held on 10 August at the MOCI premises at 11 AM.   I expect this will be an "interesting" meeting as the centerpiece will be the MOCI's presentation of its report on the Company's financial condition as well as certain violations it believes have occurred.

The KSE also noted that it had not yet finished its review of ALI's  2009 financials and would publish them once it completed the review.

[11:43:59]  ِ.اجتماع الجمعيه العمومية لشركة اعيان للاجارة والاستثمار ( اعيان )‏
يعلن سوق الكويت للاوراق المالية بأن شركة اعيان للاجارة والاستثمار (اعيان)‏
شركة موقوفه عن التداول لعدم تزويد ادارة السوق ببيانات 31-12-2009 وبيانات ‏
ِ31-3-2010 وقد افادتنا بانه قد حدد موعد لاجتماع الجمعيه العمومية العادية
والغير عادية يوم الثلاثاء الموافق 10-8-2010 في تمام الساعة الحادية عشر
صباحا في وزارة التجارة والصناعة .علما بأن ادارة سوق الكويت للاوراق ‏
المالية لم تنتهي من دراسة البيانات المالية السنوية عن السنه المالية ‏
المنتهية في 31-12-2009 والتى تم تقديمها لادارة السوق بتاريخ ‏
ِ18-7-2010 وسيتم خلال اجتماع الجمعيه العمومية العادية والغير عادية ‏
مناقشة جدول الاعمال المرسل للمساهمين ‏
وسوف تقوم ادارة سوق الكويت للاوراق المالية بنشر بيانات 31-12-2009 ‏
لشركة اعيان الموقوفه حاليا عن التداول فور الانتهاء من دراسة البيانات ‏
المالية للشركة ‏

Damas Extends Standstill To September - Business Model Apparently Validated Yet Again

From Nasdaq Dubai 22 July:

Damas International Limited (the Company) announces today that the Company has signed an extension to the standstill agreement signed with a majority of its bank lenders. 

 

The standstill agreement has been extended until 30 September 2010 in accordance with its terms in order to allow the Company to finalize its restructuring plan and having regard to the Ramadan period. The Company has agreed a term sheet with the steering committee of its bank lenders and which has now been sent to the entire lender group for approval.  

The Company is pleased to announce that a majority of its bank lenders have approved the extension which proves once again the confidence of the Company's bank lenders in the strength of the underlying business model of Damas, a Company spokesman stated.

With respect to latter comment, I was surprised that Damas neglected to mention their lenders' confidence in Damas proven corporate governance model.  So I will mention it here.

Some commentators might remark that the lenders are making the best of a bad situation in the hopes of securing their recovery.  But those with Vision (like AA) know this can't possibly be right.  Can it?

Kuwaiti Listed Companies – Who’s on the Boards?

Augustus Pugin Senior and Thomas Rowlandson - Public Domain

In a recent article, Eissa Abdul Salaam at AlQabas published a study on the board seats held by various Kuwaiti families. Here's the more important link to the detailed results.  

The study considers families with 5 or more board seats on listed companies.  It also notes the legal and regulatory requirements to be eligible to be a director as well as restrictions.

At first blush, this report might be considered a way of getting an insight into economic influence in the country, though one has to recall that owners often have a corps of dedicated retainers known in local parlance as رجال النعم who serve in a variety of functions, including as board members. As well, one would expect that certain prominent families, especially those with a particularly noble and regal presence, might be asked to adorn the board of this or that company as happens in the "developed" West.

In any case there is some utility to the report. It gives a snapshot of the prominent families. And perhaps to a limited extent a relative ranking of wealth.

Here's a quick summary.  Note:  I'm using the numbers in the details not the article.  Below is only a partial list.  Those families with  14 seats and above.  As noted above, the AlQabas list extends to  five seats and above - giving a grand total of  583 seats.

Family	# Seats
AlSabah	42
Cadet Branches	37
AlGhanem	30
AlKhorafi	23
AlOsaimi	19
AlBahar	19
Behbehani	19
AlMutairi	18
AlShaya	16
AlWazzan	15
AlKhalid	15
AlHomaidi	15
AlMarzouk	14

Cadet Branches are identified as Sultan, Bin Eissa, AlBadr, AlMutawa by AlQabas.

AlQabas also provides a breakdown of the number of directors, though again it seems there is a difference in totals. The article refers to 192 listed companies. Excluding Non Kuwaitis and parallel market stocks, I believe 198 companies are listed on the KSE. Unless I've done the maths wrong, the total companies accounted for are 186.

 

# Directors	# Companies	Total Directors
4	4	16
5	74	370
6	14	84
7	65	455
8	10	80
9	16	144
10	3	30
TOTAL	186	1179

 

Abdullahs Roll in Recovery for Damas

This is the actual headline in The National, though I suppose at some point the editor will change it to "role".  But the original headline is forever immortalized above.

Some quotes from the article which are just too good to pass up.

The three Abdullah brothers, whose family founded Damas jewellers and were held responsible for unauthorised transactions including about 50 property deals and two tonnes of gold borrowed from the company, are back at the firm – in charge of recovering money owed to the company.

Someone is definitely getting "rolled" here.  I suspect it's the hapless shareholders once again.

Though in light of this explanation from Damas' new CEO, shareholders will probably have a better understanding of the Abdullah Brothers' transactions.

“Not everything was well documented, which was very normal in the jewellery business. Most of the business was done on the basis of a handshake and based on the personal relationship between the management and the business partners … One of the three brothers was in charge of that file. Without his assistance, any progress on the recoveries front would have been impossible.”

An interesting explanation for what might charitably (and AA is always charitable) be described as theft.  It's always very important to be sure the documentation is properly prepared when you take someone else's assets.

In any case it's pretty clear from the above quote that the new CEO has an apparent keen understanding of  the intricacies of corporate governance.  There isn't the slightest doubt in my mind that he will be looking out carefully for their interests.  And making sure any related documentation is in tip top shape.

GCC Oil Fims Accused in Kickback Scheme

You may have seen articles like this one recently.

I don't know about you, but AA is doubly shocked.

  

Shocked at allegations of corruption, though at least I suppose I can rest easy knowing that there is nothing untoward going on with oil exports from the GCC states.  No special deals, no personal discounts or the like.

In one sense this is old news, the US Department of Justice issued a press release last year July on the case in which CCI entered into a plea bargain with the DOJ.   The allegation is for fairly widespread activity: 200 payments in 30 countries from around the globe not just the GCC.

I'd of course hasten to add that while CCI has admitted wrongdoing as far as I know no representative from any of the name countries has admitted guilt.  Nor have any such parties be judicially determined to have taken a bribe.  

As the DOJ notes in its press release (link above): 

"An indictment is merely an accusation and the defendant is presumed innocent until and unless proven guilty at trial beyond a reasonable doubt."

The recent resurfacing of this story has to do with the extradition to the United States of a foreign national former employee of CCI who is accused of participating in the scheme.

BP - The Right Place Part II

Still thinking of that investment in BP?

Here's an interesting article from the Financial Times evidencing a curious concern with the firm's health.  If everything is "fine and dandy", why worry about asset sales, joint ventures, and the like? 

The request underlines how closely the Obama administration is watching BP’s every move and its interest in ensuring the company remains a going concern in the wake of the oil rig explosion that killed 11 people and continues to spew thousands of barrels of oil into the Gulf of Mexico every day.

"Going concern" indeed.  

Perhaps as in "Going, going, gone.  Sold American".

WallSt WTF "Appreciation" of Damas Saga

Ken over at WallSt. WTF has an "appreciation" of the Damas saga.  Well worth a read if you haven't seen it.

BP and the GCC: In the Right Place? Yes. The Right Time? No.

You've probably seen press reports that GCC states - among other "wise" investors - are considering riding to BP's rescue with capital.

At The National Frank Kane muses today whether "the Gulf is in the right place to back up BP".   One cannot question his argument that the Gulf is in the "right place".  Long historical relationships.  Some  historically stormy.  Paging Kermit Roosevelt.   Strong familiarity with the industry.  Lots of money in the pocket.

But before ADIA or another SWF steps forth with a capital infusion a la CitiGroup, it's probably appropriate to ask whether this is the right time.

Promises of a 300% return presume the continued existence of BP.  And unlike Citi BP is not too big to fail. 

Instead the really smart money should be looking to pick off prime assets from a sale now.  Or waiting to join the vultures later when it's time to strip the carcass.  

The total cost related to the Gulf spill (that's Gulf of Mexico) is far from clear.   The relatively simple  part (if one can use the word "simple") is the cost of capping the well and the "clean-up".  More importantly will be the claims for damages.   Much more complex.  There's a strong likelihood that the "tab" will be much more than the US$35 billion that Citi estimated.  Profound and lasting (perhaps permanent) damages.  From the residual oil and the impact of the over usage of dispersant chemicals.  Destruction of wetlands.  Loss of livelihoods - fishing, tourism.  The spectre of a chemical tsunami churned up by a hurricane making large swathes of the coast unlivable. Not just in the Gulf but as well along the East Coast of the United States.   Damages the extent of which may not be apparent for decades. 

In an environment where it is highly unlikely that US citizens or Congress will allow BP to skate away with a slap on the wrist.  Even if that slap is a rather smarting US$35 billion.

What's the way out?

Confronted with mounting and perhaps indeterminable liabilities, BP is likely to perform corporate seppuku - though it's hard to see any honour being redeemed in the act.  A filing for bankruptcy ( a "Pre-Pack") that will neatly inter the Gulf Coast liabilities along with BP's remains.    

 
Not a particularly smart move to become a shareholder now.  All that one is likely to get is  a front row seat when Last Post is played and the BP flag taken down.  A rather expensive ticket to a rather dismal event. 

Damas - Enforceable Undertaking Latest Developments

A rather enigmatic press release from Damas on Nasdaq Dubai this morning.

Three points of note:

1. Damas International Limited ("DIL") is negotiating a Cascade Agreement with Damas Investments Limited and Damas Real Estate Limited, the Abdullah Brothers who own both companies, and their respective creditors.  "The purpose of the Cascade Agreement will be to effect an orderly realisation of the assets of the Abdullah Brothers Group. DIL and its board will at all times continue to act in accordance with their legal duties."
2. "DIL notes that its undertaking to recover amounts owing from the Abdullah Brothers at paragraph 17.37 of the DIL Enforceable Undertaking is expressed to be subject to any stand-still, restructuring, security, cascade or similar agreement with the Abdullah Brothers Group and their creditors, including DIL. DIL further notes that in the enforceable undertaking given by the Abdullah Brothers dated 21 March 2010 (the "Abdullah Brothers Enforceable Undertaking") the obligation to repay the Drawings Amount (as defined therein) to DIL at paragraph 15.11 is expressed to be on terms and conditions either already agreed or to be agreed with DIL. Further, the obligations of the Abdullah Brothers to use the net proceeds of realisation of assets to repay the Drawings Amount at paragraph 15.12.1 of the Abdullah Brothers Enforceable Undertaking is expressed to be subject to the terms of any settlement, stand-still, restructuring, security, cascade or similar agreement with creditors (including DIL)."

It sounds as though Damas is in the process of revising the original repayment schedule agreed with the Abdullah Brothers.  No doubt legally required in terms of the rights of all creditors.  What it probably means for DIL is a longer payback period.  And depending on the assets, perhaps less than 100% payout.  From what I've read it seems likely that many of the investments may be problematic to sell at original cost.

Etisalat AED37 Million Bonuses Flap

The UAE State Audit Institution ("SAI") has raised questions about AED37 million in bonuses that the Board granted itself and its Chairman for 2009.

The SAI believes the bonuses should have been approved by shareholders at an Annual General Meeting.  The Company says that the majority shareholder (the government with 60%) has approved these in the past and that its Memorandum and Articles of Association do not required ADM approval.

"They have the right to say whatever they want. We cannot ask them not to write it, but we have our own view that we have the right to voice," Mohammad Hassan Omran, etisalat Chairman, told Emirates Business. "Definitely we are working with them in order to develop the way reporting and auditing should be done."

I thought it was pretty much standard corporate law requirement in the GCC states that shareholders approve such payments.