Major changes in the offing at K-Electric 

Changes are afoot at K-Electric (KE) as a legal effort to harness control of the utilities company was initiated by its new owners in the Cayman Islands. 

As reported by Profit earlier this month, KE was sold to a company by the name of a Sage Venture Group back in September last year. The group is owned and operated by AsiaPak Investment which is a company headed by Shaheryar Chishty — a Pakistani investor with interests in Thar Coal. 

The ownership structure of KE is complicated, and according to a recent report by Reuters has long been considered an impediment to its acquisition by China’s state-owned Shanghai Electric, a deal that has lingered for years due to regulatory and legal hurdles in Pakistan.

Now, Chishty and his AsiaPak Investment is looking to dissolve the Cayman based holding company that owns the majority of KE and acquire a direct controlling stake in the Pakistan based company. 

“We have filed with the Cayman Court and the Court has admitted our petition to wind up KESP which is the holding company of KE,” Chishty told Profit. “KESP will be dissolved and after paying off liabilities each shareholder will get their due shares in KE directly instead of going through a holding company.” 

Understanding the ownership structure 

There is some background needed to understand the current happening at KE. The company was owned by the federal government until 2005 which is when it was privatised and sold to the Al Jomaih Group — a consortium of Saudi and Kuwaiti investors. 

When the Al Jomaih group entered the picture in 2005, they created KES Power Limited (KESP) which was a Cayman Islands company. This company paid the government of Pakistan directly and acquired a 66.4% stake in K-Electric in Pakistan.

This essentially means that since 2005, while KE has remained a Pakistani company listed on the Pakistan Stock Exchange, the majority of its shares (66.4%) have been owned by KESP — the Cayman based holding company. 

In 2009, after failing to turn KE around, Al Jomaih had enough and decided to exit. Except it did not sell its direct stake it simply restructured the ownership makeup of KESP. Abraaj funnelled over $370 million in foreign direct investment into KE through the KESP company in Cayman. To date, the US$360 million invested by Abraaj in KE (routed through KESP) remains the only equity FDI invested into KE as new capital used principally to fund capital expenditures driving efficiency.

This is where another name enters the picture. Abraaj’s investment in KE was undertaken through the Infrastructure & Growth Capital Fund L.P. (“IGCF”), a $2 billion Cayman Islands private equity fund with investment contributed by over 100 different international investors, managed then by Abraaj Investment Management.

When Abraaj faced bankruptcy in 2019, management of IGCF was taken over by Abraaj’s liquidator. So when new investors wanted to acquire Abraaj’s position in KE, they had to get the IGCF fund. That is when Chishty’s company, AsiaPak Investments, created a special purpose company called Sage Venture Group Limited (Sage) and registered it in Cayman. Sage then bought out the Infrastructure Growth and Capital Fund LP (IGCF or the Fund), which holds an indirect material stake in K-Electric Limited.

Current happenings 

So this is where things stand. The IGCF fund is owned by Sage which is in turn owned by AsiaPak investments. Now, IGCF has filed a petition in the Grand Court of the Cayman Islands for a “just and equitable winding up” of the holding company of K-Electric.

“This is essentially an irreconcilable difference which requires a parting of ways,” Chishty tells Profit. “It does not mean anyone’s intentions are bad just that we don’t agree on how to manage affairs at KE and as owners we’re deciding to move forward with this plan.”

According to the new owners now looking to dissolve the holding company, minority shareholders (which includes the original Al Jomaih) have been “denying us from exercising our rights as KESP shareholders by preventing us from appointing our nominees to the KE Board of Directors, stymying the smooth functioning of KESP, whose sole function is to act as the holding company for KE, and consistently and wilfully misrepresenting our plans to improve KE.”

The detailed statement essentially points out that despite Sage coming in and acquiring a majority stake in  IGCF and thus in KESP, the minority shareholders have not been giving them their due rights. In a recent conversation with Profit, Shaheryar Chishty had said their aim was to come in as “long-term owners” and that they were not looking for a “quick-flip.” 

Plans for KE

The news owners of the company have ambitious plans for its future. One of the biggest plans they have is the utilization of solar and wind power. The biggest problem with solar and wind is that it is very expensive to set up for the average household. So if a utilities company like K-Electric can harvest this energy it can provide significantly cheaper electricity to households.

Another major area of possibility is Thar Coal. Spread over more than 9000 square kilometres, the Thar coal fields are one of the largest deposits of lignite coal in the world — with an estimated 175 billion tonnes of coal that according to some could solve Pakistan’s energy woes for, not decades, but centuries to come. Discovered in the early 1990s by the Geological Survey of Pakistan (GSP), Thar Coal accounts for  around 660 MW of electricity produced in the country.

Officials of KE in Pakistan did not respond to Profit’s request for comment. According to a Reuters report, Sadia Dada, Chief Marketing and Communications Officer at K-Electric, said the utility was “neither privy to the contents of the petition nor in a position to comment”.