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Capital Markets

Modernisation streamlining market access and activity Regulators working to review changes to listing rules Short-selling and exchange-traded funds on the way Government bonds see a surge across the Gulf region CAPITAL MARKETS OVERVIEW 55

The bourse is being granted some responsibility for its own oversight

Building interest Regulatory efforts are modernising accessibility, enhancing trade structure and expanding opportunities

Despite macroeconomic challenges facing , and registration activities. The launch of the new Bahrain Clear, the the kingdom’s stock market has performed reason- firm, which held disclosed capital of BD5m ($13.2m) exchange’s subsidiary in ably well over the past two years. Although listings and paid-up capital of BD1m ($2.6m) at the time, is charge of the clearing and settlement of transactions, activity has been weak recently, developments such expected to build investor confidence and help lift is working on a five-year as the introduction of a real estate investment trust the kingdom’s rating on international indices. development strategy (REIT) in 2017 and the initial public offering (IPO) of The creation of Bahrain Clear, which had been in the based around 16 initiatives. a local logistics operator in 2018 bode well for the works for some time, was facilitated by the conversion market. A range of reforms being undertaken by the of shares in all listed firms from paper certificates bourse, including new listing rules and plans for new to electronic records in 2016. Abdulla Jaffar Abdin, products, are set to further support market liquidity senior director of operations at Bahrain Clear, told and increase the exchange’s attractiveness. OBG that the body is working on the implementation STRUCTURE & OVERSIGHT: The Bahrain Bourse of a five-year development strategy, ending in 2022, (BHB), the national , is made up of which is based around 16 separate initiatives. One of a conventional equity market; a bond market for the key focuses of the strategy is the development both conventional bonds and sukuk (Islamic bonds); of post-trade processing and value-added services a Treasury bill market; an exchange for REITs; a mutual for investors, including the payment of dividends fund market; and an alternative equity board for through a dedicated bank card, which has now been growth-stage companies, known as the Bahrain launched. The body is also working on an initiative Investment Market (BIM). The bourse is also work- to shift its settlement bank from a local commercial ing to develop several new asset classes, including bank to the central bank. exchange-traded funds (ETFs) and derivatives. “Having the CBB as our settlement bank will mini- Both primary and secondary market activity is reg- mise risks and thereby boost international confidence ulated by the Capital Markets Supervision Directorate in the exchange,” Abdin said, adding that brokers will of the Central Bank of Bahrain (CBB). However, as still be able to do business with a variety of commer- of September 2018 the CBB was in the process of cial sub-settlement banks. reviewing new listing rules for the stock exchange, SIZE & PERFORMANCE: Market capitalisation stood which will designate it as a self-regulating organi- at approximately BD8.2bn ($21.7bn) at the close of sation with some responsibility for oversight of its 2018, according to figures from the BHB. This was own activities and processes. “The new model closely only a slight change from the end of the previous follows that of Singapore, where listing powers are year, but up from BD7.3bn ($19.3bn) at the end of largely entrusted to the exchange,” Narjes Farookh 2016 and close to its pre-oil crash peak of BD8.33bn Jamal, chief officer of operations at the BHB, told ($22.1bn) seen at the end of 2014. OBG. The rules are yet to be approved, and no update Equity market performance was more or less flat had been made public as of January 2019. for the year, with the Bahrain All Share Index (BASI) Market capitalisation This structural change comes on the back of the posting year-on-year growth of 0.5% in December stood at July 2017 launch of the Bahrain Clear Company, a 2018 to settle at 1337.26. This followed a strong fully owned subsidiary of the BHB that is responsible 2017, when the BASI rose by 9.1% – driven by an 11.7% $21.7bn for activities such as the clearing and settlement of increase in the value of banking shares, which dom- in December 2018 market transactions, as well as custodian, depositary inate the market, as well as an 88.2% increase in the

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Saudi and UAE markets are much larger, and there is a comparative lack of buyers and sellers here, leading to low levels of liquidity by comparison,” Mohammed Chowdhury, head of Financial Management Group and a member of the executive committee at Arcap- ita, a Bahrain-headquartered investment and real estate company, told OBG. As a result, a number of firms whose shares trade on the BHB have also cross listed on other regional markets in order to take advantage of greater trading activity and liquidity: three listed firms are also traded on , three others on (DFM), two more – GFH Financial Group and – are listed on both of these exchanges, while Nasdaq Dubai and the each host a separate company. In December 2017 Sheikh Khalifa bin Ebrahim Al Khalifa, CEO of the BHB, told regional media that he hoped the trend of regional cross-listings would come to an end, arguing that financial technology solutions and innovations such as blockchain could Several firms on the kingdom’s exchange are cross-listed on the bourses of other countries in the region allow investors to trade across regional markets with- The five biggest firms, value of industrial shares. As a result, the index has out the need for them. However issuers continue to which are four banks and regained most of the losses it posted in the wake of look at multiple regional listings. one aluminium producer, the 2014-15 oil price crash, having peaked on an end- “The market here is efficient, but many companies account for more than half of the exchange’s total of-quarter basis at 1476 in September 2014, before seek cross-listings because of issues of scale and market capitalisation. falling to a low of 1118.4 in mid-2016. liquidity,” Abhijit Singh, assistant general manager EQUITY MARKET: There were 44 companies listed for investments and special projects at insurance on the equity market as of the end of 2018, oper- firm Manama-based Solidarity Bahrain, told OBG. ating across a number of defined sectors such as He added that the low level of retail market activity commercial banking, investment, services, insurance, exacerbated liquidity issues, stating that Solidarity industry, and hotels and tourism. These include two itself was thinking of cross-listing on another regional closed companies and one non-Bahraini firm, Oman’s market – most likely DFM or Saudi Arabia’s Bank Muscat. The market has been gradually losing – within the next three to five years to improve its members over the past decade, from a peak of 52 liquidity and expand its investor base. listed companies in 2008. IPO & PLANNED LISTINGS: Listing activity has With one exception, Bahrain Family Leisure – in been weak in recent years, and the number of listed which ownership by non-GCC nationals or companies firms on the bourse has fallen over the past decade. is capped at 49% – all equities on the market have However, the December 2018 entrance of local port no limits to foreign ownership. This marks a notable operator APM Terminals may be a sign of a coming difference between Bahrain and some other GCC change in trends. In November of that year the firm markets, in which foreign ownership in many onshore held a major IPO, putting up some 18m shares at sectors is capped at less than half. BD0.66 ($1.75) per share, which represented 20% In regards to capitalisation, the equity market is of the company’s total issued share capital. The first top-heavy, with the five-biggest companies account- trading session ended with shares at BD0.77 ($2.04), ing for more than half of its total float. In keeping marking an increase of approximately 15.9% on the with the country’s status as a regional centre for offer price. As well as being the first IPO of a trans- finance, the market is dominated by the financial port and logistics firm on the BHB, it was the first to sector, with banks making up four of the top-five use the Bahrain Clear eIPO platform, which offers a firms by capitalisation. The largest listed company modernised online subscription portal. by far is , the kingdom’s biggest In the wake of the APM Terminals IPO, several firms bank by assets, with BD2.06bn ($5.5bn) in market are undergoing due diligence for potential listings capitalisation as of December 2018, equivalent to on the BIM. Regulatory reforms being introduced 25.11% of the total market float. Ahli United Bank by the bourse to streamline the listings process and was followed by (10.44%) bolster trading activity, which would make IPOs more In 2018 the value of shares traded on the and metal producer Aluminium Bahrain (10.39%), with attractive for issuers, should also help to bolster the Bahrain Bourse grew by capitalisations totalling some BD855.8m ($2.27bn) offerings pipeline (see analysis). and BD852m ($2.26bn), respectively. TRADING ACTIVITY: The value of trading on the A primary obstacle facing the local equity market exchange stood at around BD323m ($855.9m) for 53% is competition for listings from other exchanges in the whole of 2018, according to figures from the the GCC. “A challenge for Bahrain is that the nearby BHB, up 53%. As with both market capitalisation

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and the performance of the BASI, trading activity rose strongly in 2013 and 2014, when it peaked at approximately BD269.3m ($713.6m), before falling back sharply in the wake of the oil price slump to BD110m ($291.5m) in 2015 and then recovering to close to its 2014 heights. Local investors dominate trading, with 68% of activity by value conducted by Bahraini nationals in 2018. The recovery in activity has been supported by efforts by market authorities to boost liquidity in recent years, which includes the launch in 2016 of a $100m liquidity fund – managed by Manama-based investment firm SICO – to act as a market maker, followed by the approval of market-making guidelines in 2017. There are now two market-making companies operating in the kingdom: SICO and Mubasher Finan- cial Services, which is based in the UAE and operates across the Middle East. The BHB’s Jamal told OBG that a third application was currently under review, adding that the bourse has ambitions to increase the minimum free float, cur- March 2017 marked the launch of an alternative market aimed at providing financing to growth-stage firms rently set at 10% of equity. The move would deepen the market and also improve liquidity. “We aim to such payments directly from bank machines. As of Nationals conducted raise the figure within the next few years in order to September 2018, 11,390 of the company’s MyShare achieve emerging market status,” she told OBG, not- cards had been issued, and there were approximately 68% ing that the current level was the only bottleneck pre- 148,000 investors in the market. The initiative cur- of trading activity venting the market from receiving a status upgrade by rently covers dividends from three listed companies, in 2018 international index makers, who currently allocate it which include the two listed companies with the frontier market status. A status upgrade would allow largest shareholder base, with plans to add a fourth emerging markets-focused funds – which tend to be sometime in the future and expand to all issuers by larger than frontier market-focused funds – to invest 2020. “We initially wanted to distribute all dividends in local securities. This would give a substantial boost via IBAN payments but did not have the necessary to liquidity and trading activity. data for everyone, so we launched the MyShare card ACCESSIBILITY UPGRADES: Plans are also in the as an innovative intermediary approach, with the pipeline to facilitate access to the market by investors option for IBAN payments for those investors who from other countries in the region. In late 2017 the want it,” Abdin told OBG. “The card will, in particular, BHB’s Al Khalifa told regional media that the exchange help investors outside of Bahrain who don’t have an was in early-stage talks with other bourses in the IBAN, as they previously had to appoint a local custo- Middle East in regards to a pilot project based around dian to collect the dividend and wire it to them, which the distributed-ledger platform blockchain that could was costly,” he added, noting that around half of facilitate cross-border trading. investors in the market are not based in the kingdom. In addition, market authorities are taking initiatives GROW SPACE: March 2017 saw the inauguration of to encourage greater retail investment activity. In the BIM, an alternative market aimed at providing October 2017 the bourse launched a new platform, financing to small and medium-sized enterprises Bahrain Trade, that allows retail investors to trade (SMEs). Companies registering on the board will have through their online bank accounts. The platform is their listing costs partially covered by government powered by brokerage services provider Mubasher body Tamkeen, which provides training and mentoring Financial Services and SICO Live, and claims to be services to Bahraini entrepreneurs. compliant with both sharia and conventional stand- In order to list, SMEs are required to obtain sup- ards. was the first banking port from an authorised sponsor firm: professional institution to sign up to the service, and was followed services and advisory companies KMPG and Key- by National Bank of Bahrain. The bourse itself, as well point were designated as such when the market first as the broker and the bank in question, will share the launched, and since then BDO Consulting, investment revenue from commissions on such trades. “Setting bank SICO, Almoayed Chambers Consultancy and up Bahrain Trade involves minimal investment on Grant Thornton have joined their ranks. the part of banks and offers them a new revenue As of January 2019 no firms had listed on the board. In an effort to encourage stream as none of the banks involved previously had Several had begun the listings process but failed to greater trading activity, brokerage licences,” Jamal told OBG. meet due diligence requirements. However, according the authorities launched a platform in October 2017 In June 2018 Bahrain Clear announced plans to to Jamal, three companies – a logistics operator, a that allows retail investors issue investors pre-paid cards, to which dividend pay- car dealership, and a food and beverage firm – were to trade through their ments will be transferred, allowing them to withdraw currently undergoing due diligence ahead of listing, online bank accounts.

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its own assets to include in the REIT to improve net yield and reduce risk through diversification. REITs have been gaining ground across the Gulf in recent years. According to regional media, total market capitalisation of the GCC’s REITs was around $1.4bn in October 2017. Bahrain is the second country in the GCC to witness REIT listings, after the UAE. In November 2017 the CBB relaxed restrictions on trading the instruments, allowing retail investors access to the segment. Jamal told OBG that a second REIT introduction was under review and that the bourse was working to encourage more. “We are in discussions with the government regarding several potential waivers and incentives in relation to REIT listings and the conversion of real estate funds to REIT structures,” she said. However, one obstacle to the development of REITs in the kingdom is the deployment of other investment vehicles. “When launching Eskan Bank Realty Income Trust, the government was also raising funds from the market and paying generous coupons, deterring other New cards allow investors to withdraw dividends from banks and ATMs REITS from listing as their yields and risk profiles could In the fourth quarter of and it was likely that one of these would be placed not compete with sovereign instruments,” Tayara told 2018 the central bank was on the board in the near future. OBG. As of January 2019 the Eskan security was still reviewing legal changes NEW INSTRUMENTS: Following changes to CBB the only REIT listed on the BHB. that will allow for securities borrowing and lending, and regulations and the implementation of a new Trust The bourse is planning to introduce more prod- exchange-traded funds. Law, November 2016 saw the launch of the kingdom’s ucts and forms of trading in the near future. This first REIT, a form of company that allows individuals includes permission for securities borrowing and to buy and trade shares in real estate portfolios. lending, which effectively allow for short-selling. The security, which had a subscription rate over 95% According to Jamal, the CBB had put out a draft law and was listed on the stock exchange the following on the topic of short-selling for consultation, and the January, was issued by state-owned Eskan Bank, an bourse was hoping everything would be in place for investment bank arranging public-private partner- this to move forward by the third quarter of 2019. ships with private sector landlords and investors, “Allowing securities lending and short-selling could and which is also a real estate developer. have a major positive impact on liquidity,” she said. The REIT, which is sharia compliant, currently con- The new listing rules currently with the CBB for tains two real estate assets: Segaya Plaza, a residential approval will also allow for the listing of ETFs, invest- and retail property; and the commercial elements of ment vehicles that combine key features of traditional Danaat Al Madina, a mixed-use development. Ahmad mutual funds and individual stocks that can be traded Tayara, chief business officer and deputy general on the same day. According to Jamal, the bourse also manager at Eskan Bank, told OBG that the bank was plans to review its regulations in order to allow for working on sourcing third-party assets or developing trading in futures and other derivatives in 2019, which will allow investors to bet on underlying security performance without actually buying it. Bahrain Bourse market capitalisation, 2012-18 (BD bn) DEBT MARKET: On the debt side of the market, the bourse lists government and corporate bonds, sukuk 9 and Treasury bills. Accounting for 13 of the 15 instru- 8 ments listed in September 2018, government bonds 7 dominate the market. In recent years the kingdom has been working to encourage activity on the market, 6 in particular by retail investors. 5 OUTLOOK: The late-2018 IPO of APM Terminals offers 4 hope for a turnaround in the trend of weak listing activity and contributes to rising capitalisation levels, 3 as do efforts under way to vet several companies 2 hoping to list on the BIM and the prospect of a second 1 REIT introduction. Plans by the exchange to imple- 0 ment new listing rules, bring in new products and 2012 2013 2014 2015 2016 2017 2018 expand the number of market makers should further bolster both listing and trading activity, supporting Source: BHB the development of the bourse in the coming years.

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Sheikh Khalifa bin Ebrahim Al Khalifa, CEO, Bahrain Bourse

Early days Sheikh Khalifa bin Ebrahim Al Khalifa, CEO, Bahrain Bourse (BHB), on new services being launched to boost participation

Which efforts has BHB undertaken in order to businesses. For example, the management team must widen retail investor participation? have relevant expertise in the field. SHEIKH KHALIFA: In terms of widening investor participation, we have recently announced the roll- What are some of the value-added services of- out of a new service called Bahrain Trade, which fered to investors in the exchange? enables individuals holding retail accounts with select SHEIKH KHALIFA: We are introducing a number of financial institutions to trade directly on BHB via an services, including blockchain e-voting for sharehold- online broker platform. We have partnered with two ers, which will eliminate the need for shareholders licensed brokers to offer this service, Mubasher and to send a proxy to annual general meetings in order SICO, and currently have three participating financial to vote. Currently, even foreign investors have to institutions: Bank of Bahrain and Kuwait, National come to Bahrain or send a proxy to vote, but we have Bank of Bahrain, and Khaleeji Commercial Bank. developed a system with a technology partner which enables remote voting. Bahrain Clear, a fully-owned What are your expectations for the Bahrain In- subsidiary of BHB, has also started offering auto- vestment Market (BIM)? mated cash dividend payments through myShare SHEIKH KHALIFA: In terms of companies we’re cards, a partnership with Al Salam Bank Bahrain. The interested in listing, SMEs coming to BIM should be card will enable Bahrain Clear to credit cash dividends focused purely on growth. We are not trying to bring instantly into the shareholder’s card balance, which in business just to increase the liquidity of the overall goes in line with efforts made to enhance post-trade market, or to increase foreign interest in the local services. In addition, we are expecting to launch a market, or for any other reason. BIM is meant to be short selling feature in 2019. a place where firms can be compared against their sector index and learn how to operate formally in the Where are some of the best opportunities for same way larger companies do, until they grow big investors in Bahrain’s capital markets? enough to list on the main market. Hence the minimal SHEIKH KHALIFA: One thing that sets Bahrain apart – BD1000 ($2650) – cost of listing. Depending on the is the real estate investment trust (REIT) framework. float, this could be a lower cost than a bank loan. This The Trusts Law backs REITs in Bahrain, in contrast means that SMEs can diversify their funding sources to other jurisdictions that do not have such sound beyond simply going to banks for loans. regulatory backing. Bahrain is the only market in the There are many firms in the pipeline, and two are region with the complete legal framework to support ready to launch. Only allowing qualified investors to a REIT structure. REITs are now open to all investors take part limits the pool of investors and the amount in Bahrain. Many companies listed on BHB are linked of trading that can be done. Instead of only accepting to government projects and have consequently been investors with an appetite for high risk, we plan to adversely affected by the government’s fiscal situa- limit the liability investors are exposed to through our tion. However, government debt has also opened up sponsor system, in which sponsors are responsible certain opportunities for investors. Future govern- for first vetting the companies and then ensuring ment funding needs may call for the issuance of sukuk they operate in a professional manner. We also have (Islamic bonds) or exchange-traded funds that could several additional risk-reducing requirements for invite active retail participation at competitive rates.

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