Hissa Hilal - Not Only #1 at Suq Al Mal

A nice article from The National.

As you'll notice she had the highest marks from the judges but lost two to one in the "popular" vote.

She showed, through her poems, that she is brave. Meeting her in person, she is a very decent woman. People have attacked her for expressing her ideas and views but she stood up for her views.

No two people can disagree that she is an able poet,” Mrs al Ahmadi said. “We knew her poetry, she wrote under the name Rimmia [deer in Arabic]. We are familiar with her talent.”

Barbarity

Copyright The National

Link here.

This is NOT Islam.

And it is taqlid only if your tribe happens to be a pack of wild dogs.

الرجل اسفل من كلب ابن كلب
العائلة بدون اي شرف او اخلاق او دين
البلد والمجتمع بدون اي إنسانية

Gulf Finance House - Deutsche Bank Converts Another US$5 Million to Shares

GFH announced on the BSE that Deutsche Bank had converted another US$5 million to GFH shares under the convertible murabaha agreement concluded 10 September 2009.  The conversion price is US$0.38 per share. 

The last trading price on the BSE was US$0.245 per share. 

Here's an earlier post that might shed light on this transaction. 

GFH is still not showing any major shareholder on the BSE "Major Shareholders' page" and only has disclosed itself (Treasury shares) and Shamil Bank as holding more than 5% of the shares.

So what's happening to the GFH shares that Deutsche converts?

So far, if my tally is correct, US$55 million out of the US$100 million issue (for which Deutsche paid US$80 million) has been converted.  The issue must have been done for clients of Deutsche Bank since DB is not showing up as a major shareholder in any disclosures I've seen.  Either that or DB is selling the shares as soon as it gets them. 

Limitless - First DIFC Case

Here's a report from Maktoob Business that a former employee has filed a case against Limitless at the DIFC Courts.

As you'll recall (and if you don't, here's the link), if a company owes US$2,000 and does not pay for a period of three weeks, it may be wound up.   Chapter 5 Articles 50 and 51 are the place to look.

Presumably a tactic by the former employee to secure a payment.  It's highly unlikely the Court will put Limitless in compulsory liquidation.

Commercial Bank of Kuwait - Fireworks at Annual Shareholders' Meeting - Directors Not Released from Responsibility for Fiscal Year 2009

AlQabas has a report on CBK's Annual General Meeting of Shareholders ("AGM") 7 April.  (Also sometimes referred to as an Ordinary General Meeting to distinguish from an Extraordinary General Meeting.  The difference between the two arises from the entity's articles of association which set forth the powers of each.  For example, an amendment of the Articles generally requires an EGM).

Some 85.49% of shareholders were at the meeting which proceeded calmly until the 9th Agenda item - the release of the Board of Directors and the Managing Director from responsibility for their conduct during the last fiscal year (2009).  Generally, not a contentious issue.  Usually approved quickly.

This time was different.   As the AGM moved to Item #9, Ali Musa Al Musa, Chairman and Managing Director of Securities Group,  made two proposals.

1. To delay voting on releasing the old board and the previous Chairman/Managing Director, Dr. Abdul Majid AlShatty from responsibility for their conduct during fiscal year 2009 until a future AGM  (While these are generally scheduled once a year, there is no reason one couldn't be called sooner).  In the interim the new board would conduct a legal, management and accounting review of the conduct of the previous board and managing director to determine if they had taken any salary, benefit, compensation or other perk during 2009 and the period up to the date of the AGM (when they were still in control of the bank).
2. And that in line with sound corporate governance, the principles of disclosure, transparency etc the AGM vote that no member of the board or the managing director can receive any salary, benefit, compensation or other perk without the prior agreement of an AGM with full disclosures of the package. 

Mr. AlMusa's proposals passed with 79% of the vote.

There is a transcript of the exchange between Mr. AlShatti and Mr. AlMusa.  As you might expect, AlShatti took AlMusa's proposals as a personal attack.  So there is some interesting back and forth.  AlShatti saying that he and Jamal AlMutawa had taken at 15% salary cut noting that whatever the AGM said, or did not legally the Board was not released for its conduct until after 5 years.  He also noted that the board had served loyally for 12 years.  For his part AlMusa denied that he was accusing anyone, but fighting for fundamental principle of shareholders' rights.

Buried in the third paragraph from the end of the article is a statement that the Central Bank of Kuwait supposedly ruled that any profit from the sale of Boubyan Bank shares by CBK belongs to CBK's shareholders not the creditors of TID.   This is an important point to watch in view of the current market value of BB being roughly twice the amount of the repo between CBK and TID.

CBK's new board comprises Darar Al-Ribah as Chairman, Ali A-Awadi, Anud AlHatharan, Ahmad AlMishari, Badr AlAhmad, Tariq AlUthman, and Mahdi AlJazaaf.   

Note:  AlShatti had objected to the election of AlMishari saying he had not been cleared of his responsibility for 2009 and that it was nothing personal.   AlMishari apparently was a director in 2009 but resigned prior to the AGM.   In responseAlMishari said he had resigned for "lack of fit" with the board.

Alternate Directors (in case one of the above leaves the board) are Ali AlMusa, Abdul Rahman AlAli,  and Mohammad AlShatti.

Markaz Report on Dubai and Dubai Real Estate

Markaz has published another of its excellent research reports.

This one's on Dubai Real Estate and the prospects through 2012.

Here's the link.

Essentially, they see

1. Dubai's economy marking time in 2010 and 2011 with a moderate uptick in 2012.  
2. Trade will be up all three years.  
3. Tourism down in 2010, marking time in 2011, and up beginning in 2012. 
4. Real estate down in 2010 and 2011 and marking time in 2012,

The Benefits of Blogging: Recognition

When one is associated with a prestigious blog like this, it's only natural that there is an effect on one personally.  Recognition, fame and accolade follow in rapid succession.   

Yes, there are the awards - the tangible evidence of one's accomplishments.  As gratifying as these are, even more touching are the requests to provide guidance or help.

It's not been that long since Suq Al Mal was launched and already the process has begun.

Today I received an email advising me that

You were recently chosen as a potential candidate to represent your professional community in the 2010/2011 Edition of Distinguished Professionals Online.

We are please to inform you that your candidacy was formally approved March 15th, 2010. Congratulations.

The Publishing Committee selected you as a potential candidate based not only upon your current standing, but focusing as well on criteria from executive and professional directories, associations, and trade journals. Given your background, the Director believes your profile makes a fitting addition to our publication and our online network. 

As you'll note I've made it to the highly prestigious status of a "potential" candidate to represent my very own "professional" community as a "Distinguished" Professional.  And you'll note that I was not only selected by the Publishing Committee based on my current standing, but that the "Director" himself thinks my profile makes a fitting addition.

And to think I was flattered by two comments nominating me to the Chairman of the Federal Reserve Board or Emcredit.  I'll bet Mr. Greenspan isn't in the Distinguished Professional Directory.  I seriously doubt if he was even a potential candidate.

As gratifying as that was, you can imagine how I felt when I found a personal email to me from  HE AlHaji Lamido Sanusi, Newly Executive Governor of the Central Bank of Nigeria Head Office kindly inquiring about my health and apologizing for the delay in sending me the US$40 million that the CBN owes me.  All I need to do is send him my personal bank account details and the money will be on its way.  Of course he might ask for some money to cover expenses in Nigeria, but then one has to spend a buck to make a buck.

But that was not all, I also had an email from a nice young lady in Sierra Leone, the adopted daughter of a deceased head of state of another African country who needs my personal help in assisting her to secure an inheritance.  Once I send her my account details, I shall get the funds and will be allowed to keep 10% of the principal for myself plus 30% of the profit on the entire amount.  I'd reveal more but I am sworn to secrecy for security reasons and her future.

I really do need to look in my spam inbox more often.

Sukuk - Bond or Equity A Profoundly Subversive Answer

Here's an extremely interesting and important article by Oliver Ali Agha, Managing Partner at Agha and Shamsi, and Claire Grainger, Partner of Head of Projects and Dispute Resolution at Agha and Shamsi.

Their central thesis is that Shari'ah compliant sukuks cannot be bonds or bond like instruments.   Shari'ah compliant sukuks are equity-like.  And so to refer to events of default or defaults is wrong.  Equity cannot default.  Therefore, sukuks can never default. 

These few simple statements embody a radically subversive thesis which demolishes the theoretical foundation of sukuk market as it currently exists by denying that there is an  Islamically acceptable from of traditional debt securities. 

This position is much more dangerous than law cases like BLOM v TID.  Posts on that topic here and here.  The latter represent attacks on implementation of aspects of the transaction while presupposing the structure is sound.  The former holds the structure itself is against the law (Shari'ah).  Under Agha and Grainger's thesis there is no "fix", no magic drafting that can achieve the goal of an "Islamic" debt instrument with bond-like features.

Some other observations.

1. Most of the sukuks I have seen do not meet AAOIFI's five tests. (outlined in the article)  Most fall down on the first. The Offering Memorandum are clear that the sukuk holders have no right in ownership of the underlying asset.  They do not own it during the transaction.  And  generally may not seize it if the obligor fails to perform.  Sukuk certificate holders have the right to the use or proceeds from the assets.  It seems to me that if I've leased you a piece of land which you've re-leased to me and I stop honoring the master lease contract, your recourse in a Shari'ah Court is not to take ownership of the land, but to sue me for the lost revenues. 
2. Sukuk are deliberately structured to be bond equivalents.   That is what the market appears to be demanding.  What Agha and Grainger are saying is that these instruments are not Shari'ah compliant.
3. From there it is not a giant leap to the conclusion that presenting these sukuk as Shari'ah compliant is fraud - on the part of the obligor, its financial advisors, and the Shari'ah boards.  The principle is crystal clear according to Agha and Grainger.
4. They make one other point which I don't follow.  "In reality, sukuk holders do have substantial remedies under Shari'ah: they are the beneficial owners of the underlying assets that would need to be excluded from the insolvency proceedings of the issuer."   Since the documentation I've seen explicitly states that the certificate holders do not own the assets, I 'm presuming they are referring to the hypothetical situation in which title transfer has taken place.
5. Without too great an intellectual leap, other debt like structures presented as Shari'ah compliant come under siege.

Million's Poet Final: Hissa Hilal in Third Place

Tonight marked the final competition in the Million's Poet 2010 contest.  

Nasser AlAjami of Kuwait is the Million's Poet for 2010 with 67 points (out of 100).

Falah Al Mowraqi of Kuwait second with 63 points.

Hissa Hilal third with 62.

Or one can look at it another way, Hissa came ahead of 44 other poets.

Either way you look at it is a remarkable achievement.

She was born to a bedouin family.  Discouraged from pursuing poetry by her parents.  Raised in a society that has confused tribal taqlid from the Jahiliyya with a noble religion.  A society in which a 43 year old mother of two  needs her husband or her brother's permission to get a passport.  And their permission and presence to travel.

Yet she persevered.

And came in third in a field traditionally dominated by men.

But beyond the prize the more important thing is really the message.  The content.  Not the banner that one is given.  And she acquitted herself quite nicely.

I also found her quite an appealing sort of person.  

In the early episodes of the contest she was quite clearly nervous.  Having been kept down for so long, it must have been daunting to go out in front of such a large audience, including members of the royal family of Abu Dhabi, noted poets among the judges as well as tens of millions of TV viewers.  

There are also a couple of interviews with her on You Tube and she seems a down to earth sort of person.  Direct in her response to questions.  And displaying a flinty spine of steel on some issues.

Hissa Hilal - Video of Poem on Fatwas and Religious Extremism (with Translation)

Here's a link to the poem at The National.  With translation via subtitles.

This is not from the actual contest.

Here's a YouTube link to the contest.  She begins by saying that the topic of her poem requires a lot of courage to talk about.  That many are silent.

And here's her poem about the media.  In the first bit (till about 1:20) she's reciting a poem to Shaykh Muhammad Bin Zayed.   It's customary for the poet to honor the host with a couple of verses.

All posts on Hissa now have the label "Hissa Hilal".

1-4

Disappointing.

But red and white forever.

AlGosaibi v Maan AlSanea - Allegations of Forgery Confirmed?

If you've been following this legal battle, you'll know that the the key defense of the AlGosaibis is that there was widespread forgery of signatures of key members of the family on documents used to obtain loans from international and regional banks.  And that they never received the proceeds of the loans.   They have accused Mr. AlSanea of being the mastermind of this alleged plot.  Mr. AlSanea for his part has vigorously denied any wrongdoing.

On 5 April, the Kuwaiti newspaper Al-Seyassah published a lengthy account  (some five pages when printed out) of an alleged evidence file/document "T-1437" which was supposedly prepared by Bahraini criminal justice experts about the allegations of forgery of Sulayman AlGosaibi and Ahmed Al Gosaibi's signatures on a variety of documents.   As per Al-Seyassah's account the report supports the AlGosaibi's contention that there was forgery, though the report does not identify the forger or forgers.

Al-Seyassah states that it received the document from an anonymous source - apparently via an email.

The article also discusses the latest New York Court hearings related to Mashrekbank v AlGosaibi (to which AlGosaibi has added Mr. AlSanea as a third party defendant).

I've given the document a quick read and if I have time I may post a bit more on it later.  In  the interim, you can use the link above to read the document.  The print version of Al-Seyassah has some charts/illustrations. 

It's important to note that there is no way of knowing whether the document is authentic. And as Al-Seyassah notes in its article there is a "propaganda" campaign going on by partisans of either side.

It's also important to note that Mr. AlSanea vigorously denies any wrongdoing.  And that no Court has found anyone guilty or exonerated anyone in this case.

Awal Bank - Purported Central Bank of Bahrain Letter

A few days ago I was given what is purported to be a copy of a letter from the Governor of the Central Bank of Bahrain to the Attorney General of the Kingdom of Bahrain.

First of all, it's very important to state up front that I have no way of verifying the authenticity of this document.  

Second, the copy I have does not bear any written legend restricting its audience such as "Strictly Private" or "Secret" etc.  And it appears that this letter or one close to it served as the basis for the Al-Seyassah (Kuwait) article I posted on earlier.  So it seems in one form or another to be "out" for public comment.

2009/204/MM

30 July 2009

His Excellency the Distinguished AlSayyid Abdul Rahman AlSayyid

First Public Lawyer (Attorney General)

Public Prosecution

As-Salam Alaykum wa Rahmat Allah wa Barakatuhu

I want to inform Your Excellency that Awal Bank, a bank licensed by the Central Bank of Bahrain, has encountered difficulties in settling its obligations toward creditors (or lenders) - local and international banks and financial institutions - beginning in May 2009.

Immediately upon learning of this [AA: Awal's inability to pay creditors], the Central Bank engaged a specialist company - Hibis Company - as an investigator to determine the circumstances that caused this inability/difficulty.  It has become clear from the preliminary results of the investigation that there were numerous violations of Central Bank regulations, excesses (going beyond proper bounds) in the management of the bank  which constitute a form of deceptions, breach of trust, embezzlement, and money laundering.

In this regard during previous years the management of the bank embarked on providing the Central Bank misleading reports/statements on the operations of the bank.  Among the most prominent of violations that the management engaged in was the presentation (appearance) of profits though fraud and forgery.  In addition to the lack of implementation of regulations specifically on the combating of money laundering which has led to suspicions of the involvement of the bank in this activity.

Based on these dangerous excesses/violations which have led to the insolvency of the bank towards its creditors, the Central Bank has decided to place the bank under Administration according to Article 136 of the Central Bank of Bahrain and Financial Institutions Law #64 of 2007.  Your Excellency knows quite well also that the conduct/actions which the management of the bank engaged in which led to its insolvency have negative reflections on the reputation of the banking sector in the Kingdom of Bahrain, especially given the result of its large dealings which were concluded with regional and international financial institutions.

On that basis, the Central Bank of Bahrain decided to refer this case to the Public Prosecutor to take the legal actions you deem appropriate in this matter.

We would like to draw your kind (noble) attention to the following individuals whose names are in the "sphere" of suspicion according to the Hibis Report which is in the final stages of preparation and which we will provide you shortly.  For this reason, we trust that you will prevent them from leaving the Kingdom to protect the conduct of the investigation in this case.

There then follows a list of 11 names.  

[I have deliberately not mentioned the names of the 11 individuals listed in this letter as there is an ongoing investigation.  And perhaps more important this document is unverified.  Is it actually the CBB's letter?]

Then a final salutation and a signature.

At this point it is appropriate to note that as far as I know all the individuals who have been named in this list deny any wrongdoing.  Equally that none has been convicted by a competent Court of any wrongdoing.  And if the press reports I have read are complete, none have been charged with any crimes.  As I noted in an earlier post, often material witnesses are restrained from traveling so that they will be available to investigators during the investigation.

And finally yet again.  This is a purported copy of a letter issued by the Central Bank of Bahrain in this matter.  I cannot vouch for its authenticity.  

Shuaa Capital on Gulfinvest Kuwait and Ahlia Holding Company

Since I posted on this topic yesterday, it's only fair to note that Shuaa has made an announcement on the DFM today.

PRESS RELEASE

SHUAA says no impact from Gulfinvest default

Dubai, 5 April 2010 – SHUAA Capital expects no major financial impact resulting from the statement by Gulfinvest to the Kuwait Stock Exchange regarding its default on a AED 200 million loan to Abu Dhabi Commercial Bank. SHUAA had entered into a guarantee in respect of this loan in 2007, and confirms that it will fulfill its obligations as they become due. As part of SHUAA's diligent risk management process, the Firm took prudent action and made a provision for the loan guarantee at the end of the year 2009. This information has been made available to the market in the financial statements which are available on SHUAA's website.

Since September last year, SHUAA's new management has taken decisive steps to reduce risk exposures emanating from non-core businesses and expects no further material impact or downside risks arising from legacy issues of the Firm. SHUAA has a clear focus on maintaining and developing its leadership positions in its core fee generating businesses.

- ENDS-

The last paragraph is of course true.  

However, I'd like to give a tip of AA's virtual tarboush to the term "legacy issues".  Like "legacy assets" and "non-core" assets, it's one of my favorite financial terms. 

UAE Banks Seek to Change Liquidity Measure - Not A Smart Idea

This sounds like a bad idea.

The fundamenal business of commercial banks is borrowing short and lending long.

If customers suddenly want their deposits back or if interbank money gets hot, it can cause  a world of trouble for an unprepared bank.

So a safety margin needs to be maintained.  

Trusting bankers to do the sensible and prudent thing has been proven false so many times that it should be clear that regulations are required.  On this issue and many others.   And that many times the regulations  will restrict business to prevent bankers from getting themselves into trouble.

What's even more at issue here is that in aggregate UAE banks are already over lent in comparison to core customer deposits.   

Here's Kamco's report with some statistics.  

Also note the very high compound annual growth rate in loan portfolios - a sign of credit distress to come.  Another reason for prudence on this issue.

Shuaa Capital Gulfinvest Kuwait and Ahlia Investment Company

You've probably seen the press reports that Gulfinvest had defaulted on a AED 200 million loan extended to it by Abu Dhabi Commercial Bank which Shuaa Capital had guaranteed. The loan was to partially finance Gulfinvest's purchase of  19.2% of Ahlia Investment Company (since 2007 Ahlia Holding Company) from Shuaa.  As a result of the default, Shuaa is now obligated to pay ADCB AED 200 million.

How did Shuaa get in this situation and what are the consequences?

Sixty second summary:

1. Shuaa has already taken an AED156.6 million provision (in its 2009 annual report) so the financial pain is already felt.
2. Recovery prospects are probably best characterized as difficult given that Ahlia represents roughly 73% of Gulfinvest's assets. 
3. The story of the sale is complicated.  Shuaa seems to have been motivated to provide the guarantee so that it could close the sale.  The profit on which was 26% of 2006 net income.
4. Gulfinvest appears to have paid a significant premium over "market" price for the acquisition.  Almost twice market!

Now the details.

Those with long memories will recall that Shuaa's 2005 acquisition of Ahlia had been controversial in some quarters.  As far as I know, no regulatory action was taken against Shuaa for the transaction.  Here's one article about the ESCA.  And there is nothing on file against Shuaa at the DFSA for this transaction.

In 2006 it sold all of its shares in Ahlia to Gulfinvest, in whom Ahlia was a significant shareholder.

As the below press release from the KSE 29 July 2006 discloses Gulfinvest bought 100% of Emirates Company for Opportunities Ltd #3 which owned 115,730 shares of Ahlia for KD51.9 million.   This is what the press release states but it's clear from Ahlia's 2006 financials that the purchase must have been for 115.73 million shares. As an unrelated (to this story) comment, you might find Note 27 (Related Party Transactions) and 32  (Regulatory Violations)  in Ahlia's report interesting reading.

Here's Gulfinvest's 29 July 2006 press release on the transaction.

[7/29/2006-7:58:14]  ِ(غلف انفست) تشتري "شركة الامارات للفرص المحدودة 3" بمبلغ 51,9 مليون د.ك

يعلن سوق الكويت للأوراق المالية أن الشركة الخليجية الدولية للاستثمار
ِ(غلف انفست) قد قامت بشراء "شركة الامارات للفرص المحدودة 3" بالكامل،
وذلك بمبلغ قدره 51,9 مليون د.ك (واحد وخمسون مليونا وتسعمائة ألف
دينار كويتي).‏
علما بأن "شركة الامارات للفرص المحدودة" تمتلك عدد 115,370 سهم
من أسهم الشركة الأهلية للاستثمار.‏
وعليه، تصبح ملكية (غلف انفست) في الشركة الأهلية للاستثمار 30,17%‏
بشكل مباشر وغير مباشر، وذلك بدل ملكيتها السابقة البالغة 11,03%.‏

If we look at the 2006 annual audited 2006 financials for Shuaa Capital Note 8, we get more details. The sale price was AED 656.744 million and Shuaa recognized a gain of AED 67.821 million.  This represents roughly 26% of Shuaa's 2006 net income of AED 262,43 million.   Strong incentive to "close the deal"!  And maybe take a bit of credit risk.  And maybe in retrospect a bit too much.

What motivated Gulfinvest is less clear.  In the period around the end of July 2006, Ahlia was trading at KD0.240 or so.  A glance above shows that Gulfinvest paid almost twice market price for the shares!!!

Let's go a bit deeper.

In Gulfinvest's 2006 Annual Report Note 2, we see that it actually only paid cash of KD37.9 million.  It financed the remaining KD 14 million by using KD1.7 million in dividends from AIC to pay Shuaa and KD12.3 million though a note payable (presumably to Shuaa) which carried interest of 7.75% p.a.   It also recognized some KD15 million in goodwill on the purchase.

In its 2007 Annual Report, Gulfinvest disclosed in Note 8 that this receivable was settled during 2007 by utilizing a portion of the term loan "availed from a bank in the UAE".  The term loan is for KD14.96 million.  The term loan appears to be some KD2.697 million larger than required.  

Could the difference be interest?  And how can we put a boundary on the interest calculation?  The convenient thing is that Shuaa's fiscal year 2006 ended  31 March 2007.  At that point as per  Note  33 in its 2006 annual financials it is showing an AED 207 million guarantee.   It's a safe bet that this is this loan.  So the maximum period for interest is from August 2006 through March 2007 or 8 months.  At 7.75% that's KD0.634 million.  In rough numbers leaving KD2 million or AED 26 million of apparently extra  (note the qualifier "apparently") debt which Shuaa has guaranteed.

The press reports that Shuaa helped Gulfinvest get the loan from Abu Dhabi Commerical Bank.  The loan was secured by  the pledge of the 19.2% stake in  Ahlia bought by Gulfinvest.  But ADCB also wanted and got Shuaa Capital's guarantee.  Perhaps a sign to Shuaa that it was taking on more credit risk that it bargained for.

With the default and the legal obligation of Shuaa to pay ADCB, some press articles have remarked that this is yet another headache for Samir Ansari, Shuaa's CEO.  However, a glance at Note 33 in Shuaa's 2009 financials (now a December Fiscal year end) shows that it already took an AED 156.643 million provision.   So the headache was recognized long ago and preparations made.  The financial pain has been taken.  Or largely taken.  If the provision proves later to be insufficient, the likely additional amount seems clearly manageable - and not life threatening to Shuaa.

Once it pays off the ADCB loan, Shuaa will step into the shoes of ADCB  with Gulfinvest's  other creditors  to negotiate the debt rescheduling.  

From a quick glance, recovery looks difficult.

As per Gulfinvest's 30 September 2009 financials (the latest I can find) Gulfinvest has KD63.4 million of assets.  Of this total KD46.1 million is represented by Ahlia.   It's now trading at roughly one-tenth of its value on 29 July 2006.  And roughly KD20 million of that now belong to Shuaa.  Other creditors (excluding Shuaa) are some KD34.6 million.

No Motley

"I write it out in a verse -
MacDonagh and MacBride
And Connolly and Pearse
Now and in time to be,
Wherever green is worn,
Are changed, changed utterly:
A terrible beauty is born."

WB Yeats

Aabar Investments - Behind the 2009 Earnings Press Release

You've probably seen press reports on Aabar's 2009 performance.

1. Comprehensive income of AED2.075 billion versus AED727 million in 2008.  Roughly 2.9x.
2. Shareholders' equity up 5.5x to AED12.7 billion versus AED 2.3 billion at FYE 2008.
3. Total assets up 11.7x to AED37.3 billion from AED3.2 billion at FYE 2008.

Let's look a bit closer at Aabar's 2009 performance.   Not a full credit or investment analysis but just some points that caught my eye.

And what better place to look than its 2009 audited financial statements.

Income

1. The company's 2009 income was largely driven by non cash changes in fair value in one investment, Daimler.  That resulted (Note 8) in some AED 9.1 billion of income.  Interestingly as disclosed in Note 9 Aabar incurred an expense of AED6.8 billion from derivatives on the Daimler shares - put options and a collar.  Note 22 (i) describes the collar range.    I'm guessing that  the hedge is in place at the request of the lenders of Term Loan 1 and 2 who financed some AED10.7 billion equivalent for the purchase price.  
2. What's a collar?   Here's a simple definition.  In short a technique to reduce the cost of buying downside protection (buying a put)  by giving away some of the upside (by selling a call).
3. Aabar acquired its 9.1% stake in Daimler in March 2009.  A glance at a stock price chart for 2009 will show that this was the absolute ideal time.  During that period Daimler's shares were at their lowest - in fact at their lowest in the past five years.  Aabar got the shares at Euro 20.27.  At YE the shares were Euro 52.95 and are trading currently at about Euro 36.00. And I suppose in this context one might be tempted to remark that at least it didn't buy Chrysler or GM.
4. In essence then from an income statement perspective, Aabar is currently a "one trick" pony.   As Note 38 states a 10% change in European equity prices results in a change of AED2.04 billion in its income statement.
5. For 2008, the company's income was driven by one event, the sale of Pearl Energy Limited.
6. Of course balancing this fact is that the company adopted a completely different strategy in 2009 so one would not expect it to have fully achieved  its goals in one year. But this is definitely a point for lenders and investors to keep their eyes firmly on.

Equity Increase AED10.4 Billion

1. AED6.7 billion was from the conversion of a mandatory convertible bond issued to IPIC (Aabar's 71.23% shareholder and an Abu Dhabi Government company).  
2. AED1.6 billion from a shareholder loan - also from IPIC.
3. AED2.1 billion from income and related events.

Debt

1. Borrowings increased from AED893 million to AED 15.1 billion or AED14.2 billion.  And since we're keeping score that's 16.9x the level in 2008.
2. What's even more important to note is that on a net debt basis Aabar went from a negative debt (it actually had cash in excess of its debt at FYE 2008) to a debtor position.  Now having debt is not in itself bad.  One would expect an investment company to use leverage.  But leverage is something to watch if one is an investor or creditor.  Especially where investment values are volatile.  Or where they may prove to be illiquid.
3. On that latter point, of the company's six borrowings, five were secured by its investments (Note 22).  Some brave lenders extended a US1.6 billion short term loan facility repayable in 2010.   At a lower rate  than that on the company's secured debt!  ?  Against which Aabar had drawn USD0.6 billion.  As a general rule, it's not the wisest of ideas to be an unsecured lender when the borrower's most liquid assets are pledged to other creditors, including the asset that generated the company's income.   The unsecured creditor is the one who gets "squeezed" first and hardest if there is a problem.  

Other Assets - Advances on Properties

1. Aabar has roughly AED7.8 billion in Advances on Investment Properties.  That's roughly 24% of assets.  There's no descriptive footnote to explain what these assets are and where they are.  I also note that the company depreciates buildings over 67 years (Note 3, page 20) on a straight line basis. 
2. There are some "banking assets" in the consolidated financials related to Falcon.  But creditors and depositors at Falcon have first claim on these.  Probably to the tune of approximately AED4 billion (Due to Banks and Customer Deposits).

Cashflow

1. You knew I'd get here eventually.
2. On a cash operating basis Aabar was negative for both cashflow from operations and cashflow after working capital changes.  Considering the latter (AED1.1 billion)
3. Investing Activities and Financing Activities were in a roughly balance at (AED21.4 billion) and AED22.2 billion. 
4. Leading to an overall decline in cash of very roughly AED300 million.

Other

1. The company has advised that its Board is recommending to the shareholders that they authorize the issuance of AED7.3 billion in convertible bonds  with a AED2.5 per share conversion price (roughly the current trading price).  The bonds would be issued to IPIC.  If the bonds are converted in full,  IPIC will own 85%.
2. Since the bonds are not mandatorily convertible, they do not appear to be legally subordinate to other creditors.  Maybe some attorney out there who practices in the UAE can say if equitable subordination is a UAE-law concept.  (Editor's Note: The mere fact this question is posed here is perhaps a fairly clear sign of a bit of manifest delusion by the writer about the readership of this blog).

Summary - Trends to Watch

1. Ability to diversify income.  Right now as described above the company is a one trick pony. Not something that realistically can be  changed overnight.  But something that should be worked on.
2. Diversification in investments.  Beyond single name concentration (Daimler), the company is heavily skewed to the auto industry and has made some additional investments in this space  - though it has also diversified since then with an investment in Virgin "Space"! 
3. What the additional AED7.3 billion in convertible bonds are used for.  Replacement of debt? Additional investments?    
4. What is the investment philosophy of Aabar?  What sort of portfolio is it building?   Does the portfolio exhibit a common theme?  Or competence resident at the company (Aabar) level?  Is Aabar merely a financial investor?  Or somehow will it be involved in developing value?  Or is it just  buying "stuff" that looks good at the time?  And which might later be discovered to be "non core" assets? There doesn't appear to be a clear statement on investment strategy on Aabar's website.  The last analyst presentation posted on the site dates from 2007.
5. How do Aabar's investments fit in with IPIC's mandate?  As per its website, "The International Petroleum Investment Company, IPIC, was formed by the Abu Dhabi government in 1984, tasked with an ambitious mandate to invest in hydrocarbons industries across the globe."  And how  might that affect its contribution of future cash to Aabar in the future?
6. Use of secured debt.  Are the key cash generating liquid assets pledged to creditors?  What does that mean for investors and unsecured creditors?
7. Cashflow, cashflow cashflow.  The life blood of companies.  "Man" does not live by capital appreciation alone.

Global Investment House Arbitration Award - Madina Says Just the "First Round"

AlMadina and GIH traded press releases today on the KSE re the US$10,011,224 arbitration award in GIH's favor.

AlMadina stated that it was merely a preliminary ruling which it would appeal.  And that the ruling is one for specific performance - that is in exchange for the payment GIH would give AlMadina some assets.  AA;  I'm presuming that AlMadina would rather not have these assets otherwise why the fuss?  That implies a lack of cash or a lack of interest.  The latter presumably over value.

GIH"s press release specified the assets it would transfer:

1. Case 40/2010 with Madina Al Kuwait (City of Kuwait) Holding - All its shares in Saif Company for Project Management in exchange for KD11,575,175 and the KD400,000 penalty/compensation.
2. Case 41/2010 with Al Madina  - 5,000,000 Class B Shares and 1,122,450 Class A Shares in Haits Africa in exchange for the  US10,011,224 and the US$300,000 compensation/penalty.

AlMadina's KSE press release.

[8:41:19]  ِ.ايضاح من (المدينة) بخصوص منازعة التحكيم رقم 2010/41‏
يعلن سوق الكويت للأوراق المالية ان شركة المدينة للتمويل و الإستثمار تود
أن توضح بأن القرار الصادر من هيئة التحكيم في مركز الكويت للتحكيم
التجاري بإلزام شركة المدينة للتمويل و الاستثمار بأن تؤدي لشركة بيت ‏
الاستثمار العالمي (جلوبل) مبلغ و قدرة 10.011.224 دولار أمريكي هو بمثابة
حكم ابتدائي ، و سوف تتخذ الإجراءات القانونية للطعن عليه أمام محكمة ‏
الاستئناف العليا و بالتالي توقف كافة إجراءات تنفيذه لحين البت فيه بحكم ‏
نهائي .‏
هذا و أفادت الشركة بأن المبلغ المشار اليه اعلاه (محل الخلاف) في حال سداده
لن يكون له تأثير مالي على البيانات الماليه للشركة لأن شركة المدينه ‏
للتمويل و الاستثمار سوف تحصل على اصول مملوكة حاليا لشركة جلوبل
مقابل ذلك المبلغ وفقا للاتفاقيه الموقعه معهم في ذلك الشأن ، و هي اتفاقية ‏
وعد منا بالشراء مستقبلا لأصول مملوكة حاليا لجلوبل .‏
هذا و سوف تقوم ادارة الشركة بموافاة ادارة السوق بأي تطورات في هذا الشأن
في حينه .‏
و عليه سوف تعاد الشركة الى التداول اعتبارا ً من اليوم الاحد الموافق
ِ4-4-2010 .‏

GIH's KSE press release.

[8:48:1]  ِ.ايضاح من (جلوبل) بخصوص المنازعات رقم 40/2010 ورقم 41/2010 ‏
يعلن سوق الكويت للاوراق المالية بان شركة بيت الاستثمار العالمي ‏
ِ(جلوبل) افادت بما يلي :‏
بالاشارة الى الكتاب المرسل بتاريخ 14-03-2010 اشارة رقم ع/ب/س/902 ‏
بشان منازعة التحكيم المقامة منا ضد شركة مدينة الكويت القابضة والى كتاب ‏
افصاحنا المرسل بتاريخ 14-03-2010 اشارة رقم ع/ب/س 907 بشان منازعة ‏
التحكيم المقامة منا ضد شركة المدينة للتمويل والاستثمار ،نود الافادة انه ‏
عند تنفيذ قرار لجنة التحكيم وتحصيل جلوبل جميع المبالغ التي اقرتها لجنة ‏
التحكيم فسوف يترتب على ذلك ما يلي:‏
ِ1- المنازعة ضد شركة مدينة الكويت القابضة :‏
الاصل بالحكم تحصيل مبلغ 11,575,175 د.ك متمثل باصل الدين ومبلغ ‏
قدره 400,000 د.ك على سبيل التعويض ،بالمقابل تنقل شركة بيت الاستثمار ‏
ِ(جلوبل) ملكيتها فى حصص شركة السيف لادارة المشاريع (ذ.م.م) المملوكة ‏
بالكامل لشركة بيت الاستثمار العالمي الى شركة مدينة الكويت القابضة ‏
وفى حال تخلف المدين عن الوفاء بالمبالغ المشار اليها عالية ،ستباشر ‏
الشركة باجراءات الحجز التنفيذى على المدين .‏
ِ2- المنازعة ضد شركة المدينة للتمويل والاستثمار رقم 41/2010 :‏
الاصل بالحكم تحصيل مبلغ 10,011,224 دولار امريكي متمثل باصل ‏
الدين ومبلغ 300,000 دولار امريكي على سبيل التعويض ،بالمقابل ‏
تنقل شركة بيت الاستثمار العالمي (جلوبل) ملكيتها فى اسهم شركة هيتس ‏
افريكا ليمتد والبالغة 5 مليون سهم من الفئة ب ومليون ومائة واثنان وعشرون ‏
الف واربعمائة وخمسون سهم من الفئة أ الى شركة المدينة للتمويل والاستثمار ‏
وفي حال تخلف المدين عن الوفاء بالمبالغ المشار اليها عاليه ،ستباشر الشركة ‏
باجراءات الحجز التنفيذي على المدين .‏
 

1-0

On to Tuesday.