The Beirut Stock Exchange (BSE) could be considered among the sick children of Middle Eastern bourses. With a tiny market capitalization of $11 billion and an average daily volume of trades of $2 million, it is eclipsed in the shadows of the big boys in the Gulf such as Saudi Arabia, Qatar and Abu Dhabi, with market capitalizations of $324 billion, $122 billion and $67 billion respectively. Admittedly, the BSE, even in the best circumstances, is unlikely to rival the top regional markets, but few would disagree that its full potential has hardly been tapped.
For years, the BSE has been effectively orphaned by the Lebanese government. The Ministry of Finance has left the BSE chairman’s seat vacant for more than two years; the seats of three other board members — two resigned and one deceased — collect dust as well.
In an apparent effort to begin ameliorating the situation, on August 4 the Lebanese parliament approved the capital market and insider trading law, which will provide Lebanon with an independent authority to oversee the exchange and protect investors.
“This law is a quantum leap”, said Riad Salameh, governor of Banque du Liban (BDL), Lebanon’s central bank as it would attract “substantial” investment in Lebanese companies. “It will also allow companies to raise their capital and expand their business without borrowing money”, he added.
The new capital market law does lay out the blueprint for significant changes to the BSE, which, if implemented, could go a long way in helping inject new life into the bourse; however, the timeline and quality of implementation is as yet uncertain, and many feel that reforms need to go beyond the scope of what the law proposes.
What the law entails
Up until now the BSE has been both an exchange and its own regulator, simultaneously — meaning independent oversight has been utterly absent.
“The role of an exchange should be to bring buyers and sellers together and not to be a regulator, and so the role of the BSE [has been] a failure,” said Jean Riachi, chairman of FFA Private Bank.
The long-awaited capital market law, which had idled on the shelf since it was first introduced in the Lebanese Parliament five years ago, calls for the establishment of an independent regulatory body called the “The National Council for Financial Markets in Lebanon” — headed by the governor of BDL and consisting of seven members, with five drawn from the private sector. The law also requires theBSE to be privatized but it does not state how this should be done. The Arab Federation of Exchanges (AFE) has suggested privatizing the exchange by selling part of it to brokers with an equal distribution of shares amongst them, granting veto power to the government to protect investor interests and selling a specified amount to the public with a limit of 5 percent ownership per shareholder.
Ziad Abou Jamra, deputy general manager at Fidus, believes the law would “serve as a milestone in enhancing the overall performance of the BSE.” The problem, however, is: “You never know when it will be implemented, as with any law in Lebanon,” said Fadi Khalaf, secretary general of the AFE and former head of the BSE.
The lack of liquidity
Investors had regularly complained that the BSE simply lacked the liquidity to make it attractive — even before popular uprisings swept through the Middle East and North Africa this year. Since the regional unrest began, the volumes have only become thinner, while the BSE also lost $2 billion in market cap between January and September.
According to a senior private banker the Lebanese equity market is cheap and offers attractive dividend yields but the illiquidity could leave the exchange dormant and unattractive. Georges Khoury, general manager of Libano-Française Finance and head of private banking at Banque Libano-Française, similarly argues that Lebanese equities are cheap but the thin volumes and Lebanon’s inherent political instability scare away investment in the BSE.
The scant listings on Lebanon’s exchange contribute to the lack of liquidity. There are currently 11 companies with securities listed on the BSE, of which three (Solidere, Bank Audi and BLOM Bank) account for almost 75 percent of the exchange’s market capitalization. There is little diversification among sectors either, as the exchange consists of six banks, two industrial companies, one real estate company, one automotive company and one fund. Though Lebanon has a relatively small economy, Khalaf says there are some 50 companies sizeable enough to raise equity on the exchange, but which avoid doing so.
Khalaf said, however, that the new law should be a catalyst for greater liquidity in the capital markets, given that the head for both the central bank and the capital market regulator is the same person; he explained that the central bank governor is the most influential person in Lebanon’s banking sector and can encourage the sector to inject liquidity into the capital markets and motivate companies to list.
Other challenges the BSE faces, however, go beyond the scope of the new law and may yet leave the exchange hobbled.
Entrepreneurs and family affairs
Several factors contribute to the limited options on the BSE menu, among them being that the majority of Lebanese companies are family-owned enterprises (FOEs) and prefer not to have foreign investors own a stake in their company. It is also a transparency issue. Listing implies corporate taxes and transparency; according to Khalaf, companies in Lebanon often keep “several books” and thus prefer not to list.
Khaled Zeidan, general manager at MedSecurities, a BankMed subsidiary, said the mentality of family businesses in Lebanon needs to change in order for the businesses to survive. As new generations rise up through a company, the distribution of its capital becomes more and more diffuse.
“You need to institutionalize or it is over for everyone,”said Zeidan.
According to Ammar Bakheet, head of asset management at Audi, FOEs need to be educated about the long-term benefits of listing; in order to expand, at some point they will need to access the equity markets and go beyond bank financing.
A viable BSE would also help venture capitalists, who on the one hand seek out entrepreneurial start-ups to invest in, and on the other hand need to exit these investments; in developed economies, listing on equity markets is a lucrative exit strategy. Take Berytech for example: this Lebanese business incubator created a fund in 2008 with $6 million of capital to invest in start-ups. With a lifespan of seven years, the fund has not yet exited any of its investments, and as Nicolas Rouhana, managing director at Berytech, explains, the exit strategies for investments is one of their main challenges. He says the fund’s current exit strategies include the company being acquired by the entrepreneurs themselves, by larger funds or by multinationals looking to buy the technology or the product. The BSE is not considered a viable option.
The banks vs. the bourse?
Long seen as the backbone of the Lebanese economy, the country’s banking sector is 10 times the size of the capital market. This has lead to mixed opinions regarding the banks’ impact on the market’s development. AFE’s Khalaf believes that the banking sector and the capital markets are in competition, as it is in the banks’ interest to provide loans to companies: loans generate more income for banks than advising companies on listing on the exchange.
A study undertaken in May 2010 by the French consulting firm Arche and sponsored by the French Ministry of Finance noted that banks in Lebanon are acting more as credit issuers and less as market intermediaries, given that “their operating income is heavily geared toward interest income.” The study also stressed that “capital markets will never develop without strong and active intermediaries.” Arche experts recommended that the BDL push investment banks to act more as intermediaries with the use of incentives or penalties.
A financial expert disagreed, saying she believes that in the long run the whole financial system, including banks, would benefit from strong capital markets, as the extra liquidity would go through the system. A stronger capital market would also require more activity from the advising arm of the bank. BLF’s Khoury concurred, saying the strength of the banking sector is not the main issue affecting the development of the exchange. He stressed that the main roadblocks were the lack of liquidity and the lack of diversification of the bourse.
Beyond the law
It is clear that the new capital market law, in and of itself, will not make the BSE an exchange ripe for hungry investors; policymakers will need to do more.
Saeb el-Zein, managing partner at Spinnaker Middle East and board member of the BSE, recommended the privatization and listing on the exchange of the various telecommunication, electricity and water companies owned by the government, a suggestion that AFE’s Khalaf strongly adheres to aswell. Zein also suggested encouraging the development of private pension funds — supported via various tax incentives — that would commit to investing in local capital markets and obliging the social security fund to invest up to 20 percent of its assets in Lebanese stocks.
Khalaf said he suggested to Lebanon’s Ministry of Finance a tax exemption of a limited number of years for companies that list, but the ministry turned down his proposal as it reduces revenues. Zeidan suggested that incentives ought to be given to local banks that buy securities on the BSE in order to increase institutional participation in the exchange.
Jacques Sarraf, chairman of Malia Group conglomerate, recommended creating a system to encourage small companies to merge, which will create larger companies better suited for listing on the exchange.
Khalaf, however, warned against relying too heavily on incentives to boost the exchange. He points out that when Egypt introduced tax exemptions on the profits of listed companies, the number of listed companies increased significantly but there was little trading. Owners would list a stake to benefit from the tax exemption but they would not trade; listed companies on the Egyptian exchange went from 627 in 1991 to 1,070 by the end of June 2001, but the majority of the trading was concentrated in 30 companies.
Investors are also concerned about the lack of transparency, which is crucial in building confidence in an exchange. Stock exchanges usually encourage good corporate governance by issuing listing and disclosure standards and by monitoring compliance with these standards, but this is not applied in Lebanon.
According to Badri Meouchi, executive director at the Lebanese Transparency Association, the BSE does not have corporate governance guidelines; it only has requirements for listing.
In order for proper corporate governance to be implemented, several articles in the Lebanese code of commerce need to be amended, such as separating the role of general manager from chairman, protecting minority shareholders rights (such as allowing them to elect board members) and not requiring board members to have shares in the company.
The BSE’s ills have not gone unnoticed, and the government’s passage of the new capital market law could provide some useful medicine. However, much remains to be done before the bourse is given a clear bill of health and given the chance to reach its full potential.
