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Bill Gates,OCI & the Shell Game

This week, Nathan explains why we shouldn't be too excited about Bill Gate’s recent investment in Orascom…

Stroll through the back streets of any big tourist city, and sooner or later you’ll spot it –three shells on a cardboard box, spun in quick loops by a guy with fast hands and a sharp smile.

He puts the ball under a shell and says it’s simple, right – just watch where she goes, pick her out and you’re a winner! In a blur of hands, the shells twirl about like Sufis at a rave, then you gotta choose. You’ve followed the action, no fool you, you’re on that ball like brown on (brown) rice, but when you flip your shell over, it’s always empty.

For another 10 guinea I’ll let you guess which one has “gullible” written under it.

Professional shell artist usually have a bunch of cronies around, called shills, acting like random bystanders. They’ll encouraging you, mock your masculinity, even pretend to play and win – whatever gets your money on the table. It doesn’t matter what happens after that, you’re always going to lose, because the shell artist always palms the ball. The good ones can do it with bottle caps or larger balls.

The really good ones can do it with companies.

Last week, if you’re into that sort of thing, you may have heard something about Bill Gates investing a billion dollars in Egypt. The news was presented as a godsend, a sign that one of the richest men in the world still has faith in Egyptian and is willing to gamble a fortune on her success. He (or rather his investment company) led a group of investors to commit $1 billion to OCI, the Orascom construction company that makes up 28% of the Egyptian stock market. It’s part of a total investment of $2 billion that’s coming in to finance OCI’s new “international strategy.”

Yasallam!  Itneen milyar!? The mighty Gates has come with his sword of cash to save us all in our darkest hour. Let the word ring forth from New York to Hong Kong: Egypt is open for business! Surely more investors will soon follow his lead, and funds will pour into on our benighted economy like the flooding of the Nile. Light up the fireworks, pour the tea, set a car on fire – let’s party. Alhamdulilah! 

“Bread, freedom, foreign direct investment!”

This is the setup, the placement of the ball. It’s big, it’s public and they want everyone to see just where the money starts out. Next comes the shuffle – watch carefully or you’ll miss it.

First there’s a double share swap. The owners of OCI will exchange their OCI GDRs for OCI NV stock which will trade on the NYSE (Euro). Meanwhile, Cairo investors will have to swap their OCI shares for OCI NV or take cash equivalent of 280LE. Then OCI NV will re-list on EGX, either directly or through EGPs.

Did you get that? Still in the game? What that vomited alphabet soup means is that all the money that’s in the current company gets transferred to a new company, one with the exact same name except for an innocuous-looking “NV” at the end.  What does NV stand for, you ask?  Well, the shell artists would rather not talk about it, but do a little hunting and you’ll find it means “NaamlozeVennootschap,” which, besides being the name of the next failed Cairo dance club, is Dutch for “limited liability company.”

Wait a minute, you protest, backing away from the game. Suddenly, the smiles of the shills look a little less friendly.Why the hell is the largest construction company in Egypt getting a Dutch legal phrase stamped on its ass? It’s because, while you were distracted by the ridiculous amounts of money flying around, the shell artist palmed the ball. The brand-spanking-new Orascom Construction Industries (NaamlozeVennootschap) is moving its headquarters to Holland.

Egypt’s ancestral enemy.

This interesting bit of information isn’t mentioned by most of the cheering media, who are too busy looking for a bright spot amid the general state of misery and pants-wetting terror that is the Egyptian economy to point out that the wool’s just been pulled over your eyes. They’re also protecting their jobs, since they’re mostly owned by the same folks who just got a billion-dollar payday. They’re the shills, the henchmen surrounding the shell artist to convince you it’s cool, it’s all on the level, the game’s totally not rigged.

But the money’s still here, you say, stabbing your finger at the shell that you’re sure – you’re sure – must still have the ball.  OCI, or OCI NV, or whatever the hell it’s called, it’ll still be on the Egyptian stock market, right? All the people that invested in it will still keep shares in the new company, right? Actually, they’re debating whether to keep the company on the Egyptian market at all, or instead offer it through EGP, which is a way of letting you invest in a company that’s based in another country. And people can swap their old shares for new, but with all the new investment there will be a lot more shares in the new company, which means theirs will be worth a lot less. A lot of them will take the buy-out, which – ha! – is getting paid for by Gates &Co’s $1 billion.

This is called capital flight. If that phrase evokes the image of a flock of pigeons spooked and taking to the air, you’re spot on. Essentially, the good folks at OCI have gotten sick of the absurd constraints and constant uncertainty that Egyptian businesses labor under, and they’re heading for greener, more clog-friendly pastures. They’re palming the ball, they’re taking their cash, and they’re heading for Amsterdam.

Flip your shell over, habibi. It’s empty.