KESC sale to Abraaj, another scandal looming?

[Naveed Yaseen]

By Shaheen Sehbai
KARACHI: The mystery surrounding the new owners of KESC, Karachi’s beleaguered power supply utility, has finally been unraveled. In a rare show of plain speaking, the top boss of Abraaj Capital with his 40 expensive executives, has made startling written confessions which may stun the nation.

In response to 35-questions sent to Abraaj/KESC’s new management, Mr Farrukh Abbas, the Chief Executive Officer of Abraaj Capital (Pak) and Mr. Naveed Ismail the Chief Executive Officer of KESC, have sent a 28-page document answering all the questions sent by The News, explaining and confirming what has so far remained part of a vicious whispering campaign in cool and cozy drawing rooms.

For instance these top executives admit that Mr Farrukh Abbas is a relative of President Asif Ali Zardari. “Mr Abbas is not directly related to the Zardari family, but is indeed through marriage,” his written response to The News states, but quickly adds: “At no time has any personal relationship played a part in Abraaj’s involvement in KESC....Abraaj spent six months doing due diligence of this deal and no favours were sought by Abraaj during the course of its negotiations with the Government of Pakistan and none were granted outside the normal course of commercial discussions aimed at reviving KESC for the benefit of all stakeholders.”

Another frank admission is that the Group marketing and Communication Head of Abraaj/KESC, Mr Qashif Effendi, is also related to the Zardari family. Is this correct, Mr Abbas was asked. “They are distantly related but that relationship has no impact on the business, nor has it played any role in Mr Effendi’s known career growth,” the written response says.

Yet another shocker comes when the company chief admits that the new Chief Financial Officer of KESC, Mr Jalil Tareen, is a distant cousin and a good friend of Mr Shaukat Tareen, Prime Minister’s Adviser on Finance but adds: “He has obviously been hired entirely on his own merits as he also happens to have a superb track record as a highly seasoned UK-qualified chartered Accountant and senior manager in Pakistani local and multi-national businesses.”

Abraaj is a middle-east based company with over US$7.5 billionin management funds and has been operating in several countries. Its investors are predominantly from the Gulf and wider Middle East and increasingly from markets as wide as US, Asia and Europe and its management says it has an clean track record of transparent and self-regulatory conduct.

Yet the manner in which the Abraaj Group has taken over the control of KESC is highly complicated and it would take some real experts to determine how they have been allowed to run a company with 17,000 employees when they do not own one share, either of KES Power or KESC, as of today.

According to the detailed answer regarding ownership of shares, this is the exact explanation provided to The News by Mr Farrukh Abbas. It is reproduced in toto so that experts can decipher the real situation.

The question sent to Abraaj was the following: Has the transfer of 51 per cent shares between Al-Jomaih Group (KES Power) and Abraaj Capital been completed. If so when was it done?

The answer: It is important to note that there is no transfer of shares taking place in the transaction. Abraaj will subscribe for new shares in KES Group, the holding company that currently owns 71.5 per cent of KESC. As a result of this subscription for new shares, Abraaj will end up owning 50 per cent of the issued share capital of KES Power, and therefore will indirectly own 35.75 per cent of KESC. (Naveed adds: thus would have full control of 100% KESC having 35.75% shares) All of the capital (i.e. funds) used for the purchase of KES Power Shares will remain in KES Power and will then be injected into KESC (this is what is meant by capital injection). The total amount to be injected equals US$361 million, all of which will go directly into the business of KESC. This exactly equal the amount that has been invested in KESC by the existing shareholders Al Jomaih Group and NIG, who will continue to hold the same number of shares as before in KES Power, but will be diluted down to 30 per cent and 20 per cent ownership respectively in KES Power. As part of the agreement between Al-Jomiah and Abraaj, Abraaj will have full management control of KESC.

These top level connections to the political leadership of the country apart, the Abraaj management has already acquired the reputation of an arrogant, no-nonsense set up which does not care about the consumers of KESC or the Karachi political leadership, an attitude never seen before in any management, not even run by the army.

This became evident last week when a top Jamaat Islami delegation led by Mr Mehnti, tried to meet the top managers at the KESC office but they were not allowed on the 7th floor and security guards were called to shoo them out. A notice has been posted at the 7th floor that prior appointments are required to meet anyone.

Yet while the Abraaj management claims that these top level relationships with the political class have played no role in acquiring KESC or running it, the 28-page document submitted to The News denies these claims of not being a ‘most favoured company’, even before it has acquired the stakes.

For instance Abraaj has confirmed the following special favours given to the company in the last few months, eversince Abraaj started the due diligence process to acquire KESC. These statements of fact were made in answers to various questions in different contexts:

* While Abraaj has already taken over KESC and started running the show, the document says: “Management control of KESC will transfer fully to Abraaj once the transaction has been completed. “The Consortium agreement has been signed between Abraaj and KES Power (Al Jomaih Group, the previous owners) and there are a number of conditions precedents that need to be satisfied before the subscription of shares can take place.” So factually Abraaj has no shares in KESC as of now but has been handed over the management.

* “KES Power and the Government of Pakistan, as the existing shareholders of KESC, requested that Abraaj make its new management team available to the company prior to transaction completion”. Why the GOP was so interested in an Abraaj takeover even before the formalities and transfer of shares was completed has not been explained.

* The new senior management team was appointed and empowered by the existing Board of Directors, including the Government, through circulation without any formal Board meeting.

* “Abraaj’s entry into KESC will occur once the GOP approves a waiver to the Sales-Purchase agreement signed between the Privatisation Commission and KES Power in November 2005. The GoP has to approve the transaction and sale of new shares by KES Power to Abraaj by Nov 28, 2008 after which the shares would be available for transfer to Abraaj.”

* Although Abraaj has yet to acquire the shares, Government of Pakistan has already approved a petition awarding Disco Status to KESC which means buying Wapda electricity at 25 to 30 per cent of the current rates. This concession was denied to all previous managements of KESC for years, not given even by General Pervez Musharraf to army generals running KESC. Yet Abraaj is so influential it says: “Following consultations with the GOP, and after filing a detailed petition with NEPRA, Abraaj and KESC were able to convince the Government and NEPRA that this discriminatory treatment must be reversed and KESC must be treated on par with all the other Discos (distribution companies) in the country. NEPRA issued a determination in this regard following full consultations and hearings....It is important to note that key beneficiaries of this decision are the consumer of Karachi.” This decision would save KESC Rs30 billion in money it owes to Pepco and in future it will get electricity cheaper from Wapda.

* Regarding new concessions from the Zardari Government, Abraaj says:: “All that has been done is address actual problems and issues faced by KESC and to try and find solutions to these problems,” and significantly admits: “Some of these problems that were addressed had been lingering for years, without adequate focus from either the management of KESC or the Government....With active effort many of these problems have been solved, or at least begun to be solved..”

* In a significant claim, the Abraaj statement says: “Without active involvement from Abraaj and the new management team, many of these issues would have remained unresolved.”

* Government of Pakistan has already settled the dispute of pending payments between KESC and Wapda/Pepco on KESC’s terms. Besides the above fast track concessions, this is a major achievement as this was a lingering issue since 2004 but was resolved even before Abraaj has acquired the KESC shares. Abraaj, however, maintains that “Its (the Wapda dues) elimination does not alter KESC’s financial position and does not, in any sense, amount to a write off.”

* Abraaj and Government of Pakistan have already agreed on amendments in the Implementation Agreement which was originally signed between KESC and the Government when KESC was privatised to Al-Jomiah Group in Nov 2005. The Abraaj statement claims these amendments will “bring the agreement up to date and to clarify the support which the Government will provide (to KESC under Abraaj).”

All these decisions and agreements have been possible not because the top managers are relatives of President Zardari but because they are so smart and competent, within days and weeks they have moved the mountains and forced the bureaucratic machine to move in their favour at top speed, so that when they take over the company fully, nothing is left to decide and they can concentrate on providing electricity to the people of Karachi now burning KESC bills and shouting slogans on Karachi streets.

This smart management is being paid a huge price for this job. According to KESC insiders the total bill of Mr Abbas and his 40 executives is the same US$ 8 million which was paid to Siemens for operation and maintenance contract by the Al-Jomaih Group. But Siemens was an operations company with engineers and equipment, while these 40 executives are managers with a few engineers but no equipment.

When Abraaj was asked about this huge monthly salary tabs, ranging from Rs 1 million at the lowest level to Rs 5 million for the chief executive, plus the perks, Abraaj’s written response was: “Compensation for the new management team has been approved by the Board of Directors of KESC and is paid by the company. The Government of Pakistan’s Directors have also approved the compensation to be paid to the CEO.”

But Abraaj refused to confirm or deny the figures saying: “Being a public company, the total salary costs for the CEO and the management team will be disclosed in the annual audited accounts but at this stage it is sufficient to say that they are competitive and commensurate with comparables available in the corporate sector of Pakistan.”

The statement, however said: “The numbers quoted by you are incorrect,” yet at another point in the statement, Abraaj says: “These individuals did not join KESC for salary inducements, rather they left lucrative professional careers elsewhere in order to be able to turnaround KESC and participate in a story that hopefully will have a beneficial impact on the lives of millions of people.”

This last statement is amusing as nowhere in the world any corporate executive leaves a lucrative job to “participate in a story” to impact millions of lives. That basically is politics.