Islamic Private Equity Fund - Opportunity and Challenges

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Dr. Zia Ahmed Khan www.ventureart.biz whatsapp: +96567086552
Islamic Private Equity

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In United States, Private Equity outperformed
the US stock market over both the short and
long term. Discuss ways in which Islamic
Private Equity can be structured and challenges
it faces in the global market
1.1. Why is there growth in this industry?.........................................................................................4
2.1. Private equity - modern day musharakah.............................................................................7
2.2. The importance of equity-based solutions to the Islamic finance industry .........................7
2.3. Private equity – the elusive musharakah solution? ..............................................................7
2.4. Industry challenges facing PE..............................................................................................9
2.5. The Middle East private equity experience..........................................................................9
3.1. Investment criteria..............................................................................................................12
3.2. Shari'ah Adviser and legal assistance ................................................................................13
3.3. Legal challenges.................................................................................................................13

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Why Private Equity
Ernst & Young says private equity firms are exceptional executors of business growth, with more than 60%
of their businesses exceeding their initial targets. The 100 largest private equity deals surveyed across
western Europe in 2005 increased business value by 26% a year, compared with the average 12%
achieved by listed companies. Management is more aligned with its private equity partners, sharing any
upside or downside. Private equity groups apply more efficient capitalization structures, using an
appropriate mix of debt and equity. This study found the appreciation did not come from cost cutting or
financial engineering. In 85% of the investments, the value creation came from new strategies to drive
growth, refocusing investment, making acquisitions and making a few key changes happen fast. Private
Equity delivers better products, generates sustainable employmentand ultimately results in companies that
generate higher profits.
According to a recentstudy undertaken by the European Commission, the private equity industry can make
an important contribution to the re-generation of an economy by nurturing new enterprises and re-
energizing existing companies. Furthermore, private equity can lay the seeds for sustained growth and job
creation and assists in the drive to be increasingly globally competitive. Private equity financing also
improves management and corporate governance in companies by setting a level of discipline.
Error! Reference source not found. shows
sources of TSR (Total Shareholder Return) of one large private equity
firm.
Source: Boston Consulting Group
The graph below shows the comparison of Private Equity Growth
indicators within the economy and the stock market
Source: McKinsey and Co.
Table 1 below shows how Blackstone Private Equity Group made a Turnaround at “Celanese Company”,
one ofthe world’s leading chemical companies in just three years of time, between 2003 when Blackstone
bought the company and 2006 when Blackstone re-listed it on the German stock exchange.
Source of
Total Shareholder Return
18%
50%37%
-5%
Growth Margin Improvement
Valuation Multiple Net Debt and Leverage
12%
3.90%
0.70%
26%
7.40%
5.40%
Stock Value
Growth UK
Revenue Growth
Germany
Employment
Growth Europe
%AnnualIncrease
Overall Economy Private Equity Companies

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Table 1: Celanese Performance between 2003 and 2006
Item (USD m) 2003 2006 % Change
Revenues $4,500 $6,700 49%
Revenue Grow th Rate 5% 14% 100%
Profitability $675 $1,218 80%
R & D Expenditure $78 $91 17%
Expenditure on Plant and Equipment $210 $250 19%
Employment 9,400 9,400 -
Productivity Per Employee $48 $71 48%
Market Value $3,300 $6,600 100%
Why is there growth in this industry?
Key Factors
Profits
(25% - 30% in the bestventure funds) - flock to
this industry and provide productto investors
Regional Macro Trends
-equilibriums,corporate
restructuring, and acceptability ofselling assets,
rapid technological change, and available
financing - all provide private equity opportunities
Available Capital
- the rise in public markets has ironically provided more
capital for private equity (percentage allocation mightstay same - but base is larger)
Returns
istently better than other investmentopportunities. With public returns expected to go
down in the coming years, private equity is even more attractive
40%
12.70%
8.40%
Top Quartile All
Private Equity
Mean All Private
Equity
S & P 500
US Private Equity 10-year Returns
34.70%
11.70%
8.70%
Top Quartile All
Private Equity
Mean All Private
Equity
FTS-100
European Private Equity 10-year Returns

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Islamic Private Equity OutgrowingConventionalPrivate Equity
Islamic finance has witnessed tremendous growth over the pastyears, both in terms ofthe growth of the
entire industry and in terms of the developmentofnew and more sophisticated products that meetthe
increasing yetunmatched demand for structured products and comply with the principles of Shariah law.
The global Islamic finance industry is valued today at approximately US$800 billion. Furthermore, there are
a number of additional factors such as growth in the Muslim population (estimated to grow by over 20%
within the next 8-10 years, to reach 1.6 billion, which represents 21% ofthe global population, against19%
as oftoday), an enormous increase in the wealth ofthis population (the wealth ofhigh net worth individuals
in the Middle Eastis estimated to grow at 8% per annum, to reach US$1.8 trillion by 2010), as well as a
sharp rise in interest by international (non-Muslim) investors, governments, financial institutions and capital
markets to enter the Islamic finance and investment space. This is documented by the value ofSukuk to be
issued over the nextthree years, which is estimated to be worth US$30 billion, with global issuance totaling
US$100 billion by 2010.
Islamic private equity focuses on acquiring majority stakes in privately-held Shariah-compliant companies.
By doing so it enables investors to maintain control and ensure the company’s adherence to Shariah
principles. Islamic private equity provides investors with an ethical investment product offering high
performance, portfolio diversification, superior risk-adjusted returns and diverse investment opportunities.
Private equity and Islamic investment share a lot of common principles: both of them are based on
investment in the real economy, and on the principle of sharing risks and rewards through partnership.
Private equity takes a long-term view on investments and aligns the interests of stakeholders, which are
also among the key principles of Islamic investment.
At first sightIslamic private equity appears to be restrictive in comparison to conventional private equity, In
fact, on the investmentside, there are indeed some limitations in terms of industries (for example alcohol,
tobacco and leisure-related activities are prohibited industries), as well as certain financial parameters such
as the use of debt instruments and investing in companies with high leverage. However, such obstacles
can in most cases be overcome by innovative structuring, for example through repaying a portfolio
company’s conventional debt and refinancing it through Shariah-compliant structures such as Murabahah
agreements, amongst other solutions.

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Since Islamic investmentadheres to high ethical standards, it has been attracting a growing number of non-
Muslim investors, in addition to the 1.3 billion Muslims worldwide, thereby targeting a substantially larger
investor base than conventional private equity. Recent research has found that a considerable number of
private equity and venture capital funds have passed Shariah compliance tests, with only minor
adjustments made to the investment policies of these funds.
Nevertheless, regional private equity in general and Islamic private equity in particular are still in their very
early stages. Today, players in the industry face a lack of information and academic research, as available
market data is often incomplete and inconsistent. Additionally, there is only a limited number of
professionals who are well-trained in the principles of Shariah law and their application, especially when it
comes to the development of new products and structures.
What is needed to accelerate the Islamic finance and the Islamic private equity industry’s development in
particular is skilled and educated human capital, as well as a higher level of standardisation across
countries, disciplines and products ofthe entire Islamic finance space. Critical success factors on the micro
level include productdevelopmentexpertise, client relationship management and competitiveness, both in
terms of quality and pricing, among others. In this context, innovation is the key, as it enables individual
players and the industry as a whole to draw the link between conventional and Islamic financial products by
structuring the former in adherence to Shariah principles.
Islamic private equity promises to be one ofthe fastest-growing areas both within the private equity and the
Islamic finance space over the coming years. To date, there are only a few Islamic private equity funds in
the market. However, the popularity of these funds is growing tremendously; over the last year alone,
Islamic private equity funds announced exceeded US$4 billion, demonstrating a strong and yet unmet
investor demand. Considering the growth in assets of global and GCC Islamic banks and financial
institutions, it is estimated that the Islamic private equity industry in the region will be worth US$41 billion by
2011.

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Private equity - modern day musharakah
Islamic finance has been widely acclaimed as the fastest growing sector within the financial arena. Much of
this developmenthas occurred within the debtand related capital markets sectors – sukuk, commodity
murabaha, and so on. In the mainstream financial world, a parallel area which has also witnessed
incredible growth levels in recentyears is the private equity (PE) sector. Now accounting for nearly a
quarter of the UK workforce, the meteoric rise ofthe PE players has not gone unnoticed. Omar Shaikh of
Ernst & Young’s Private Equity Transaction Advisory Services practice,explores some ofthe interesting
parallels between these two previously obscure, butnow high profile, mainstream alternative financial
products.
The importance of equity-based solutions to the Islamic finance industry
While growing rapidly, the Islamic finance industry today faces a number of challenges. This is
unsurprising, perhaps, given its age. Academics and industry practitioners alike have identified a number of
issues, ranging from an absence ofsecondary markets, a lack ofconsistency and uniformity of standards
within Shari’ah compliance to the shortage ofqualified professionals with an adequate understanding of
both the Islamic and the conventional sides ofthe equation.
A key challenge, increasingly cited,is the perception ofIslamic financial products as being overly
engineered and mimicking conventional products. Previously unaccepted products, such as derivatives and
hedge funds are coming to the fore. In addition, the extensive use oftawaruq and other structuring methods
to create cash loans is raising the question as to the authenticity and direction ofthe industry. Many
analysts are referring to the phenomenon of‘Shari’ah arbitrage’, class-ing Islamic products as another
series ofstructured products, which create ‘wrappers’ to overcome restrictions.Indeed, grass rootopinion in
the UK struggles to deal with the benchmarking ofIslamic home financing against LIBOR.
The argument that Islamic home financing charges a ‘profit or rent rate’ not an interest rate begins to lose
credibility when users realise that the ‘profit or rent rate’ is benchmarked againstinterestrates.
A number of industry practitioners, such as Iqbal Khan (founder and ex-CEO of HSBC Amanah), believe
that a change in mindsetis called for, by which Islamic products would become ‘Shari’ah-based’ as
opposed to ‘Shari’ah-compliant’. Similarly, Tariq Sheikh (founder of RHT Partners) comments that ‘in
essence Islamic finance is an equity-based, notdebt-based system,and we need to develop Islamic
products which are more in line with the “spirit” of the law, as much as they currently are with the letter of
the law.’
A banking system based on faith and credibility (and more importantly the perception ofitas being so
based) is critical to the sustainability and differentiation of the Islamic finance industry.
Private equity – the elusive musharakah solution?
As in certain forms of the conventional private equity market, the conceptofrisk/profitand loss sharing is
an important fundamental principle ofIslamic finance – the principle ofmusharakah. The Arabic term
musharakah is not actually found in classical Islamic texts on fiqh (jurisprudence) and was coined later
within texts relating to Islamic financing modes. Fiqh texts refer to the conceptof‘shirkah’ which is
translated as meaning ‘sharing’ and is sub-divided into two categories: shirkatulmilk (the jointownership of
a particular property by two or more people); and shirkatulaqd (jointcommercial enterprise).

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Whilst the principles ofShari’ah require that loss mustbe shared in proportion to the capital invested,
whereas profit share can be setat agreed levels,in general the Islamic model for business financing
encourages profitand loss sharing through equitable financial and contractual arrangements. On the face
of it, the private equity model seems to provide a natural musharakah-based solution with a proven track
record ofsuccess within the conventional system.
Demystifying private equity
The term ‘private equity’ represents a diverse setofinvestors who typically take a majority equity stake in a
private limited company.
In Europe, the term ‘private equity’ is synonymous with ‘venture capital’ and is used to cover funding atall
stages ofa business life cycle.In the United States, ‘venture capital’ refers specifically to investments in
early stage and expanding companies, whilst‘private equity’ relates to involvementin more mature
businesses – through managementbuy-outs and buy-ins, for example.
PE firms are typically structured as partnerships with two key components: the General Partnership (GP),
that is, the management team responsible for making the investmentdecisions;and the Limited
Partnership (LP), the providers ofthe capital. The LP commits funding and allows the GP to draw down as
required for investments that meetan agreed profile. A hurdle rate is typically setby the LP to representa
minimum investmentreturn target for the GP. Returns in excess ofthis are splitwith the GP on a pre-
determined rate (often referred to as ‘carry’).
An alternative asset class
Traditionally, PE sits within the broader financial investment spectrum as an alternative investmentclass,
as represented in the table below. This table has been adapted from a special paper on ‘Why and how to
investin private equity’, published by the European Private Equity and Venture Capital Association (EVCA).
The deal process
Private equity provides medium- to long-term finance (usually three to seven years), in return for an equity
stake in potentially high-growth, unquoted companies. In the course ofthe holding period, the focus ofthe
PE firm is to improve the profitability of the company, hence increasing the value upon exit. A study on PE
exits in 2005, conducted by Ernst& Young’s commercial advisory team, analysed the key techniques used
by PE firms to increase value and measured the impactof these on the internal rate of return (IRR). Results
showed that the top three interventions by an active PE firm leading to value creation lay in:
 Restructuring part or all of the business
 Changing the CEO and/or the CFO
 Effecting costimprovements

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Industry challenges facing PE
Recentmarket sentiment, coupled with the inherent risks ofunprecedented levels ofgearing in an
environmentcharacterised by creeping interestrates, has produced significantpublic concern around the
tactics ofthe PE firms. Old baggage and negative connotations associated with the leveraged buy-out
(LBO) firms ofthe past, appear to be resurfacing, with strap lines such as ‘PE – locustor lifeline?’ being
used by the business press.
The market impact, control and tax mitigation techniques used by PE firms are currently the subjectof
considerable regulatory and governmentscrutiny in the UK. This is placing more pressure on PE firms to
increase their level and transparency of reporting, and is also prompting changes in tax laws to capture a
greater share ofthe bonus payouts earned by the GPs’ ‘carry element’ upon exits. Perhaps one ofthe
biggestchallenges facing PE firms is that they have fallen victim to their own success, to the extentthat
there are a number of new players in the PE arena – hedge funds, for example.This has culminated in an
environmentwhere too much capital is chasing too few quality deals.
The Middle East private equity experience
Since Islamic finance is more mature within the Gulf region, itis interesting to see how the PE industry has
developed there and to review currentdevelopments in that region.
The ‘sell down’ model
The PE structure described in an earlier section is in common use in the United States and Europe. Some
Middle East-based funds, however, use a ‘sell down’ model. Here, the LP is represented by a consortium,
typically oftiered high net worth individuals. The GP will identify the target, undertake the due diligence,
agree principle terms with the investor group and then make the acquisition. Normally, the GP will mark up
the price before selling down the stake to the various investors, as per the pre-agreed terms.
The petrodollar influence
The current increase in the petrodollar has made the Middle Eastregion flush with liquidity and has resulted
in an enormous amount ofinfrastructure investment and corporate acquisition activity, both regional and
overseas. Examples ofthis activity are: Travelodge and the Doncasters Group, both acquired by Middle
East investor, Dubai International Capital (DIC); and the recentacquisition ofAston Martin by Investment
Dar, the Kuwait-based Islamic PE firm.
Alternative Investments
Private Equity
(VC)
Growth capital
Buy-out
Mezzaine Capital
Hedge Funds
Long/short
Global Macro
Event driven
Abritrage
Real Estate
Office
Retail
REITS
Residential
Commodities
Currencies
Interest Rates
Natural resources
Analysts have estimated that the region currently has approximately $1.5 trillion ofexcess liquidity.Partof
this cash has been directed towards Shari’ah-compliant investments resulting in sukuk issues being
commonly oversubscribed and Islamic banks being highly capitalised.

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A reportby the Gulf Venture Capital Association (GVCA) indicated that $7.1 billion had been raised in PE
funds in 2006, up from $4.3 billion in 2005. Total PE fund sizes have reached $14 billion, which is a
significant increase over the $78 million experienced in 2001. Early indications show that this growth rate is
continuing with funds over $9 billion having already been raised in the first half of2007.
Increase in overseas interest
The Middle Eastis seeing increased interestfrom overseas players attracted by the impressive growth
rates in the region. In the pastyear alone, a number of multi-national banks have opened offices in the Gulf
and analysts at HSBC estimate that nearly one third of global projectfinance spend is currently going into
Middle Eastprojects. The Carlyle Group has also opened offices in Dubai from which it intends to increase
its participation in regional PE deals.
The likes ofconventional PE, addressed with Islamic tenets firmly in place, should resultin the bestofboth
practices. The opportunity to innovate, as opposed to imitate, has never been more timely...
The Survey ofLimited Partner Interest in Emerging Markets Private Equity, conducted by the Emerging
Markets Private Equity Association (EMPEA) in April 2006 found that, of the 300 LPs contacted, 65 per
centof respondents expected to increase their commitments to the emerging markets within the nextfive
years. Portfolio diversification was cited as a key reason.
Shari’ah-Compliant private equity
A study carried out by CORECAP showed that Islamic PE promised to be one ofthe fastestgrowing areas
within the PE and Islamic finance spaces. Fund-raising activity has increased with over $4 billion ofIslamic
funds announced in 2006. The Middle Eastregion is seeing a number ofnew Shari’ah-compliant boutique
firms springing up: Venture Capital Bank, which launched a $100 million real estate fund; and RHT
Partners, which was involved in the AED750 million Dubai Madaares education deal. Abraaj, an
established regional player, also raised a $2 billion Shari’ah-compliantfund towards the end of2006.
In an environmentofrising interest rates and pent-up demand in the Shari’ah space, the possibility ofusing
Shari’ah-compliant financing as ‘tranches’ within conventional PE transactions presents an interesting
opportunity. Many Middle Eastinvestors are attracted to the idea ofpartnering with the likes ofBlackstone,
KKR, Apax and Permira and, as with sukuk financing, if the price and structure is right, Islamic finance
could provide a useful source ofdiversified funding for conventional PE firms.

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Islamic Private Equity – Criteria for Investment
The demand for Shari’ah compliantinvestments and financing sources as a whole grows ever more
important and may well be on its way to becoming mainstream. As partof this development, Shari'ah
compliantprivate equity funds are increasingly coming to the attention of private equity fund managers,
keen to tap a marketof investors notonly from the booming GulfStates, but from over a billion Muslims
worldwide. Those investors who prefer investing in a Shari'ah compliantfashion, also seek an assetclass
that represents socially responsible investments and view fund investments much like conventional
investors. Although the first Islamic equity fund was established as far back as 1986, it is only fairly recently
that the sector has started to expand rapidly, with more than 150 such funds currently available on the
market.
Legal Structures and Documentation
The lack of standard legal documentation in the Islamic finance space is a major concern for the sector. It
gives rise to duplication ofprocesses and inevitably to increased transaction costs.
Bankers rue the fact that there are no standardized legal documentation or templates for internationally-
accepted Islamic instruments such as Murabaha, Ijarah and Istisna.
Legal documentation also encompasses other issues in the Islamic finance transaction process. These
include the relationship with the Shariah governance process, especially the compiling ofthe documentto
reflectthe Shariah provisions; the Shariah review of the documentation; the time taken for this review; the
quality ofthis review; the potential areas of conflictand disagreementand how these could be reconciled to
satisfy both the law of the land and Islamic financial principles; and issues relating to the etiquette of
conducting this legal documentation review process.
The sharing of profitand loss in business is another facet ofthat same mirror and one which the
foundations ofthe Islamic economy and finance is builtupon.
Venture Capital can briefly be described as capital that is made available for newly established to middle
sized businesses thathave a significant growth potential. Sometimes itis also accompanied by the
contribution ofadditional human resources and networking aid made availabe by the investors (or their
managementteam).
Mostly, the investmentis designed to exitonce the growth targets have been reached. The investors aim to
generate a return, typically through an IPO or merger ofthe company. It is a full risk projectwhere profit
and loss is shared by both parties concerned during the growth phase and intended capital gains are
reaped atthe exitthereof. Both mudaraba and musharaka principles can be fully applied so there is
therefore no better compliantway of investmentpossible.

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Investment criteria
Any portfolio manager will confirm that it is advisable to spread the risk offailure of a Target Company over
several investors and over a larger portfolio ofinvestments.
It also makes sense to pool the investors in larger investmentstructures. The benefitthereof is that more
money is available which in turn enables increased stakes in differentTarget Companies to be acquired
(further spreading the risk). The pooling also allows special fund managers to be hired to manage the
business professionally.
Investing money on the public stock exchange has its advantages. The concerned companies usually have
had a reasonable life span, sufficientpublicly available information, controlled governance, supervision by
Capital Markets Board or Stock Exchange Regulators, financial track records and dividend policy.
Companies that are in their early or mid stages or even in their start up stage for that matter, lack all that
and by consequence pose more risks to the investor. On the other hand, they also offer more growth
prospects and profitreturns.
As far as the Target Companies are concerned, Shari'ah imposes some restrictions to the ethical selection
criteria to make sure that the investments stay halal (lawfull). In general activities are considered to be
haram (unlawfull) when::
A number of"rules of thumb" have been developed and are largely accepted in order to help discern which
investmenttargets are acceptable and those which should be avoided.We give here an example ofthe
FTSE Shari'ah Global Equity Index Series guidelines which can be roughly be summarized as follows :
Total debt
Excludes investments when total debton total assets exceeds (or is equal to) 33%.
Total interest bearing securities and cash
Excludes investments when total cash and interest bearing securities on total assets exceeds (or is equal
to) 33%.
Accounts receivable
Excludes investments in Target Companies ifaccount receivables on total assets are greater than (or equal
to) 50 %.
Threshold haram income
Any haram income ofa non-compliantTarget Company that does notexceed 5 % ofoverall gross income
is considered marginal or accidental. The Target Company will still be acceptable,provided thatsufficient
cleansing is made according to the guidelines setforth by the Shari'ah Adviser (isolated and given to
charity ).
Investment structures
Of course, the nominative contracts such as the mudaraba and musharaka partnerships can be used to
structure such consortia of investors.

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But more contemporary limited partnerships, trusts, funds or corporate structures also have been accepted
to be compliant. South EastAsian scholars in general tend to be more lenientin this respectthan some of
their Gulf based counterparts.
Shari'ah Adviser and legal assistance
The use of experienced legal council on both Shari'ah and conventional consulting ofcourse is beyond
question. It facilitates the communication between the Shari'ah Adviser, the Investors, the Management
Team and the Target Company and its initial shareholders.
In order to assure full compliance to the Shari'ah, it is compulsory to involve a Shari'ah Adviser. Since that
adviser cannotbe available all the time, he/she should be assisted on a daily basis by the function of the
Shari'ah Compliance Officer whenever possible.
The Shari'ah Adviser will:
 check that all aspects of the business are in accordance with the Shari'ah (including portfolio
management, trading practices, operational matters, administrative matters, etc.).
 provide Shari'ah expertise on documentation, structuring, investmentinstruments and ensure
compliance with the general Shari'ah principles and the standards, regulations and resolutions of
the regulator.
 scrutinize any compliance reportor any investmenttransaction reportprepared by the Shari'ah
Compliance Officer.
 provide written opinions ofcompliance from time to time or when needed and atleastannually to
the Board ofDirectors of the private equity fund.
Legal challenges
Besides tax implications in jurisdictions thatare not apposite to receiving Islamic structuring, focus is
streamed into aligning contracts, partnership structures and conventional regulations with the Islamic
principles.
Moreover, in mostcases, the expectations oflawyers and consultants involved – and possibly the other
conventional investors or even the TargetCompany - do notfit the Shari'ah framework. The conventional
mindsetindeed is directed to minimizing risk (and sometimes even excluding) and optimizing profiton
interest based basis.
Just to give a briefof a few topics:
 Preferential and not fully subordinated shares/debtfor instance is commonly used in conventional
structuring. This would entail that some shareholders bear less risk or atleastthe risk of loss is not
equally distributed between the shareholders.In this sense, preferred stock – giving the holder the
right of pay out ofinvestmentbefore the common stock - is prohibited.
 Guaranteed liquidation pricing (in a way excluding the risk ofsharing a loss) is also contrary to
Shari'ah.
 Guaranteed return on investment(say dividend ofx % per annum) is also unlawful for the same
reasons.
 On the other hand, preference to profits mightbe construed within limits when attached to common
stock. Also, convertible and exchangeable structures have been approved.
 Vesting techniques can be used. This means that some stock only accrues for the entrepreneur (or
key employees) after agreed periods have elapsed or benchmarks have been reached.

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 Lock-in agreements also have been approved.
 It also is adviseable to draftgood covenants and where possible insertShari'ah protection clauses
in articles of association and so forth.
REFERENCES
Private Placement Memorandum – Port Fund – KGL Investment Kuwait ( I have written most of the things
from different research as internal research for PPM of which I was part- USD 500 million Fund)
Catharina-Sophie Bescht, CORECAP - Seminar Presntation London Oct 2007
Zawya Investor Research
Abraaj Capital Dubai Presentation
Articals and Editorials – New Horizone

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