BILLIONAIRE BANKERS TEST GCC LEGAL REFORMS WITH PROPERTY ASSET GRAB FROM TAMEER

By Bernard Goyder

They are among the richest and most powerful families in the Middle East. Family patriarch Suleiman Al Rajhi, a revered secular leader in Saudi Arabia, has graced the cover of Forbes magazine, lauded as one of the 120 wealthiest individuals in the world.

In 2010, he distributed the bulk of his vast wealth between his children and charitable organizations. As a result, Al Rajhi family businesses are now largely controlled by five of his sons. The two highest-profile brothers are Abdullah, who is chairman of Al Rajhi Bank and Al Rajhi Holdings and Ahmed, who is vice-chairman of Al Rajhi Holdings.

Their interests include the majority stake in Al Rajhi Bank, founded by Suleiman in 1957 and now the largest Islamic bank in the world, with a market capitalisation of over US$30 billion. They are also partners in another major banking venture, Bahrain-based al-Baraka Financial.

Through Al Rajhi Holdings, the brothers control a sprawling conglomerate that includes enterprises ranging from real estate development and construction, to manufacturing and agriculture.

The Al Rajhi family businesses are concentrated in the Saudi Arabia but they have investment in United Arab Emirates (UAE). Following the 2008 financial crisis, many of the Emirates suffered from a collapse in international investment and a sharp correction of an over-leveraged property market. 

For the Al Rajhis, however, that turbulence was also an opportunity.
   

ATTEMPTS TO RESTORE CONFIDENCE THROUGH REFORM

In Dubai and other UAE jurisdictions, efforts to restore pre-crisis credibility levels have resulted in a number of legal and governance reforms. These have been heavily promoted to external audiences with a view to improving confidence, especially among foreign investors.

“Real estate issues surfaced after the property bubble burst,” says Hazem Abdallah, Middle East expert with Sanford C. Bernstein in London. “Suddenly, issues like non-performing loans, bankruptcies and court cases from consumers surfaced. It was all a proving ground for a new approach.”

But the financial crisis also gave cover to those in the real estate market whose business practices were questionable. Evidence suggests the Al Rajhis are among those who took advantage of stressed market conditions to exploit investors and business partners alike.

A large cache of documents was recently turned over to the Foundation for Global Business Standards. They corroborate long-standing complaints about the family’s business practices and raise red flags for those directly investing or partnering in the region.

The specific cases where the actions of the Al Rajhis have been called into question involve property developments in Abu Dhabi, Dubai, and Qatar.

The tactics described suggest a pattern of behaviour that would give any investor or partner pause. The revelations also highlight broader issues about accountability and corporate governance in the UAE– as well as the depth of commitment to legal reforms.

Some of the cases indicate a remarkable range of individuals have fallen victim to the Al Rajihis. It’s a list that includes investors, partners, hedge funds, banks, brokers, and property owners.
  

DELIBERATE DELAYS FRUSTRATE OUT-OF-POCKET INVESTORS

In Abu Dhabi, Al Rajhi-controlled Tameer Holdings was to build five towers on Al Rheem Island starting in 2007. As was standard practice in the period before the crisis, hundreds of individuals bought units off plan. In that over-heated market, many paid as much as 40 per cent of the total cost upfront.

“I have one case where people paid the full amount, others wherethey paid 30 to 40 per cent of the full price,” says Khalfan al Kaabi, a lawyer with the House of Justice, the Abu Dhabi law firm that launched class action suits against the developer. “None of my clients paid only the deposit, all of them paid more than that.”

Federico Tauber, President of Tameer Holdings, said in a recent interview that the Towers case was the result of general market turbulence rather than mismanagement.

“Before the crisis, the issue was that two thirds of the market was leveraged, through financing or through pre-sales and it was more speculative,” he insists.

Tameer committed to complete the towers by June 2011, but construction stalled. Investors began to demand the return of their deposits and launched class action suits against Tameer.

"We spent around one year and a half negotiating with Tameer," says Mr. al Kaabi. He took on the case, describing the discussions as a "waste of time" and a deliberate delaying tactic.

Despite Mr. Tauber’s claims, documents confirm that the al Rajhis pursued a strategy of deliberate delay with Tameer Towers. A strategy that the legal system could – or would – not address.

In one email sent from Tameer’s Chief Legal Officer, Aasma Kahn, to Mr Tauber on March 26, 2013, she explained: “In order to ensure that we are maximizing delay, Tameer Legal Department will need to do the following; (i) continue to monitor Tameer Tower cases (litigation and arbitration) to ensure the lawyers are making the decisions to maximize the delay; (ii) ensure attendance; (iii) ensure minimum quality control is maintained.”

She also informed Mr Tauber that Ahmad Al Rajhi had asked her to “reduce the costs of Tameer Tower litigations in light of the projected high volume of litigation and arbitration expected in this coming year….”

Such delays, however, appear to be a tactic for an even bigger strategy.

Other documents show that the Al Rajhis deliberately set about ensuring that any attempts by Tameer Towers’ investors to attach claims to the assets would be unsuccessful. That is because they transferred ownership of Tameer Towers to a newly-created company owned by the Al Rajhi family.

Furthermore, in an email to Abdullah and Ahmed Al Rajhi, Mr Tauber details the longer-term plan for Tameer Towers: “We begin construction from April 2015. We assume no unit sales while we rent those units after completion and then finally sell it Dec 2022 as a rental income asset,” he wrote.

Clearly, there is no intention of turning over units to those who have paid deposits. And no intention to settle, their claims - as long as delay tactics are working and the legal system is powerless.
  

ASSETS GRABS IN DUBAI

Those buying real estate from Al Rajhi-controlled ventures are not the only ones who have lost out from doing business with them.

Omar Ayesh is a business partner of the Al Rajhi’s, with a 25 per cent stake in Tameer. Documents show that following a dispute between Mr Ayesh and the Al Rajhi brothers, real estate assets were stripped from Tameer Holdings and moved to a newly-created, family-controlled company. Tameer assets were “sold” to that new company- and some of its subsidiaries – at prices far below market value.

Although Mr. Ayesh’s residual shares in Tameer are held in trust pending a legal resolution of the dispute, in an email on April 30, 2013, Ms Kahn revealed the AL Rajhi’s plan. She informed colleagues that “Tameer is intended to die.” The asset transfers from Tameer began a few weeks later.

Mr Tauber reassured Ahmed Al Rajhi that “We are incorporating the two companies that will hold the plots [of land].” Ahmed Al Rajhi was to be the sole manager of that company, Gemstone.

The intent - and the outcome – of these action is the erosion of the value of Omar Ayesh’s 25 per cent holding in Tameer. Any assessment of Tameer to determine the market value of that stake would yield very little, given the systematic transfer of properties the documents demonstrate.

Although Mr. Tauber claimed in a recent interview that “the case was settled,” Mr Ayesh – like the Tameer Towers investors – continues to pursue justice through the Dubai Courts. Years later, delays and setbacks have impeded his progress.

“There is no question that my case has not been settled. Not at all,” counters Mr Ayesh. “I have never been paid for my 25 per cent stake in Tameer and I’m still seeking my rights –worth US$1 billion - through the Dubai courts.”

He is not alone: In the email in which Mr Tauber outlines the plan to rent, then sell units in Tameer Towers, he also describes plans to delay payments to a number of contractors and then “negotiate” as they become desperate for the money.
  

THE CASE OF QATAR

In Qatar, many of those same tactics were used by the Al Rajhis in the re-structuring of an affiliate operation, The Land International Investment and Real Estate Development Company.

The company, which had plans to develop 13 towers as a complex called “The Pearl-Qatar,” secured significant financing through a consortium of banks.

According to documents, however, those assets were subsequently transferred to new firms, personally owned by Feisal and Khalid Al Rajhi. The original company to which the banks had loaned capital was left with no assets registered under its name. One Anglo-American hedge fund, London-based Bridgehouse Capital, had $300 million in claims against the project.

This is a similar scenario to the one used by the Al Rajhis in Dubai and Abu Dhabi. A joint US-British financing fund is one of the company's largest victims with its claims from the company reaching some $300 million. 
  

MORE TO COME

“When a law is written, it’s not a cosmetic change,” notes Mr. Abdallah. “It has to be used and tested and come through as intended. That’s the only way the bones of the legal system get stronger and able to support change.”

The Foundation for Global Business Standards has a mandate to reinforce positive change by casting a light on cases where legal reform is de-coupled from enforcement and clarity. Among the subjects to be addressed is whether the power of the Al Rajhis is excessive or the legal system remain sufficiently flawed to allow them to proceed with impunity.

To that end, the Foundation intends to publish more stories about business practices in the Middle East, with a view to informing investors about potential risks and working to improve business standards worldwide.