I was the only senior man in the finance ministry who had ever invested in the stock market. Since I knew something about it, investment managers and other speculators would often seek to see me and cadge some secrets. After I left the ministry, I was even more popular with them; one fund took me on its board, and taught me much about the international financial markets. So once in a while I analysed international financial trends, for example in this column from Business Standard of 12 December 2000.
THE EUTHANASIA OF COUNTRY FUNDS
Developing countries may have a millennia-long
history; but for the US equity investor they did not exist till the 1970s. Then
came the oil crisis, which made some developing countries rich overnight. It
became possible to sell the dream that the some developing country or other
would far outstrip industrial countries in growth and returns.
Amongst the glowing oil-rich countries was Mexico;
in 1981, it became the first developing country for which a country fund was
set up. By the mid-1980s, the Asian tigers were beginning to make news; that
was when a number of New Asia and specific country funds were set up. India was
also hyped up as a hopeful tiger-in-the-making; UTI floated its India fund in
1988 – just before Rajiv Gandhi fell from power and India was engulfed by caste
warfare.
Then there was another period of popularity for
developing countries in the early 1990s. East Asia was booming spectacularly,
and even the Latin American countries had got through the wringer of structural
adjustment and seemed to be ready for healthy growth. That was the period when
most of the existing country funds were set up. India was one of the countries
that underwent a truncated structural adjustment and opened up its stock
market; it attracted three funds – Jardine Fleming, Morgan Stanley and Magnum.
But India had just caught the tail of an emerging
market boom. The long US boom had already started, and once it gathered
momentum, US investors lost interest in emerging markets; most emerging market
funds went into discount. And when existing funds are at a discount, it is
difficult to sell a new fund. New funds would also be expected to trade at a
discount; and investors in them would make an immediate loss. Most investors would
rather buy into an existing fund at a discount rather than invest in a new one.
For a new fund to be saleable in those conditions, it would have to convince
investors that it had an exceptional management or that existing funds had
exceptionally poor management; and neither is easy to do. Only a handful of
funds have been floated after 1994, mostly for Eastern Europe.
New funds were not being set up, but at least the
existing funds were doing all right. That is not a great achievement. All
country funds are closed-ended funds. Money can easily flow out of a country
fund for reasons quite unrelated to the performance of the underlying companies
– because of fears about the balance of payments, about political stability,
about government finances, etc etc. So no one thinks of developing countries as
appropriate for open-ended funds.
Investors cannot exit from closed-ended funds,
anyone who wants to exit has to find a buyer, and the more people want to
leave, the more they have to persuade someone to buy their holding. They do
that by bidding down the unit price of the fund. So the worst that can happen
to a closed-ended fund is that it will trade at a discount.
So, at any rate, their managers thought till
recently. After long years of suffering, it has suddenly occurred to their
unit-holders that if a fund is trading at a discount, its holders can make an
immediate profit if it is liquidated. It has also begun to strike them that
they are own the funds, and can throw out their managements.
So in the past three months, shareholders moved
resolutions to dissolve eleven funds and distribute the proceeds. They
succeeded in five funds, and failed in three. Even the managers of those three
funds must be thinking how they can be sure of defeating the next vote for
dissolution when it comes.
This shareholder activity has lit a fire under the
boards of the funds, which have spent sleepless nights plotting a survival
strategy. Two funds closed down; another two open-ended – which means they
would survive until their country lost favour with investors. Three have opted
to merge with other similar funds.
But the most popular actions have been tender offers
and buybacks. In tender offers, the managements offer to buy back a certain
proportion of the equity at a price close to the net asset value. They thus
involve almost that much reduction in equity; and if they are repeated a number
of times, they will eventually reduce the corpus to a level which will no
longer support management services. At that point they will have to be
liquidated.
Also, since tenders give the shareholders who accept
them automatic profit, all alert shareholders will opt for them. Hence the
shares tendered will always exceed the shares offered for tender, and the offer
will have to be rationed out amongst the tenderers. The latter will make a
profit equal to the the proportion they
are allowed to sell back multiplied by the difference between the tender price
and the market price (which is close to the market discount).
Finally, since tenders bring a large and certain
profit to tendering shareholders, they will attract speculators – arbitrageurs
as they are politely called – who might buy just before a tender offer and sell
soon after it is over. Hence tender offers have to be decided very secretly,
and the share register must be closed as soon as they are announced and until
the tender purchases are over. And speculators must not be able to anticipate
tender offers – which means such offers must not be made at regular intervals,
and must not be too frequent.
Buybacks too reduce equity and if repeated often
enough would make a fund unviable. But they are made closer to the market
price; and the management controls the volume of buyback. Thus they are more
favourable to the shareholders that stick on – and less so to exiting
shareholders – than tenders. So they are not so popular with those who invest
for speculative reasons – which means most investors.
Managements think buybacks “add value” to a fund;
since shares are bought back at a lower price than NAV, the NAV per remaining
share would go up. But this is a static view. The current NAV depends on the
current market prices; the gain or loss made on buyback should be compared, not
to the NAV at the point of buyback, but to the current NAV. The management may
buy back at a 20 per cent discount on NAV (which may still be higher than the
fund’s market price). But if, later, market prices fall by over 20 per cent,
the purchase will be seen to have been at a price higher than NAV, and to have
resulted in a loss.
Hence I think the buyback price should not depend
only on the market discount, but should be as close as possible to the lowest
absolute NAV. One way to approximate this objective would be to institute
buybacks whenever the current NAV goes below the minimum reached in the
previous three years.
All these worries would go away if a fund
consistently performed better than its peers. I think country funds should be
thinking hard about new investment strategies that might outperform their
country indexes and straggling competitors.