Much anticipation surrounded the launch of the IPO of Investcom Holdings in the Middle East. While the Lebanese company did not have any major assets in the GCC or the Levant, it benefited from a high profile due to the political heritage of its main shareholders, as well as its presence at a number of high profile auctions in Europe and Africa.
An initial assessment of the IPO’s success and investor response should have been very positive, underpinned by an eight times oversubscribed offering. Such a response to the offering was not surprising, given the plethora of high-net-worth GCC investors and institutions seeking to benefit from Investcom’s strong economic performance. Coupled with the buoyant equity markets in the region, subscription applications were running out at various receiving banks across the region. Lebanese and regional banks were able to satisfy investor demands, as the lead bookrunners and receiving banks mobilized large numbers of sales agents and private banking officers to ramp up demand for the IPO and funds began flowing into escrow accounts at various receiving banks. Press coverage continued to entice new investors, and the Dubai International Financial Exchange (DIFX) was capitalizing on the hype to boost its own profile as a regional stock exchange, where Investcom would be the first listed company.
It wasn’t until the subscription period came to a close and allocations were complete that investors began to realize that things had not gone according to plan. Then the phones began to ring. Many high-profile GCC investors, who had put tens of millions of dollars into escrow accounts, had received practically no share allocation at all. Outrage erupted, but the underlying reason for the fallout was simple.
What transpired
The share allocation for Investcom’s IPO was completely “discretionary,” following neither the “pro-rata” nor “equal allocation” share offering formula (see box). The ultimate result was that Investcom alienated a large number of GCC investors, who are now up in arms at the results of the offering and are publicly vowing to be more cautious in future business dealings with the company unless satisfactory explanations are provided.
Perhaps one would understand the position of such investors, given that they were personally and individually approached by Investcom to subscribe to the IPO, and despite putting up a combined amount of more than $100 million, none received a single share in the company.
To make matters worse, upon receipt of notification by Investcom of no allocation of shares, those investors were also notified in writing that Investcom would immediately return the funds transferred by those investors (which had already been in an Investcom escrow account for a week). The refunds, however, didn’t materialize for another week. Assuming an average credit interest rate of 4%, the opportunity cost for those investors exceeded $150,000.
As of the date of the publication of this article, Investcom has not yet publicly responded to such allegations, which have ultimately prompted a group of large GCC investors to prepare an organized action to lodge an official complaint with the Lebanese government. Whether such a move is more of a theatrical ploy to spur a response from Investcom is not clear, but there is no doubt that many high-profile investors in the Gulf are irate.
They were not the only ones affected by the allocation. Most investors were brought in through the receiving banks appointed by the lead bookrunners (HSBC and Citigroup) for the GCC. The receiving banks included Abu Dhabi Commercial Bank, Audi Saradar Investment Bank, Dubai Bank and the Global Investment House in Kuwait. Some investors blamed their receiving bank for not securing the sought allocation. Many of those receiving banks in turn invested heavily in promoting the IPO, only to receive minimal allocation (and consequently a fraction of the placement fees).
While it may be difficult to clearly understand Investcom’s reasoning, this is how they might argue their case: Investcom was undertaking the IPO primarily to raise additional funding for new telecom acquisitions (such as Spacetel Yemen); and provide an opportunity for the founding shareholders to reap the benefits of their work (with the added benefit of reshuffling the shareholder structure of the company).
With the total offering accounting for 25% of the company’s overall share capital, the ultimate post-IPO shareholder/ownership structure would be a serious consideration to Investcom’s management and existing shareholders. With some of the largest GCC-based investors capable of bidding sufficient amounts to acquire a blocking or influential minority stake in the company, Investcom might be justified in attempting to keep the ownership structure in favor of management, and therefore avoiding the risk of a future hostile take-over. In effect, the discretionary allocation ultimately allowed Investcom to maintain an ownership structure for the 25% offered. It was highly fragmented in certain cases, and in the hands of “loyal” investors.
Interest in Investcom was fourfold. It was the first IPO of a Lebanese company outside Lebanon and a high-profile telecom IPO when the telecom craze was at its peak in the Middle East. GCC investors were (and are) swimming in liquidity, and last but not least, by any stretch it was the inaugural IPO of the new Dubai International Financial Exchange.
Whether the disappointment felt by GCC investors in the allocation will deter them from putting money on the table again, or whether Investcom’s experience should be a lesson learned for future IPOs, smaller investors continue to satisfy their appetite for speculative trades given market and liquidity conditions.
Still there is a bottom line. In the finance community, an IPO’s success does not culminate with raising enough funds to cover the offering, but with the performance of the listed shares in the immediate period following the listing. In the case of Investcom, the stock is up less than 10% since listing on the London Stock Exchange, in comparison to post-listing gains of more than 100% on recent Saudi or UAE IPOs.
