Sovereign wealth funds: Qatar seals its kingmaker role in Xstrata deal
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Sovereign wealth funds: Qatar seals its kingmaker role in Xstrata deal

Pushes for higher bid; Abstains from executive pay vote

Much has been said about the impact on the commodities sector of Glencore’s proposed £56 billion ($89 billion) merger with Xstrata, which at the time of writing appeared to be heading for completion.

However, in the long term it might be remembered for a different reason: the role of a Middle East sovereign wealth fund as kingmaker in a deal that has nothing to do with that region.

Qatar’s role – which, ultimately, decided if the deal would go ahead or not – came about because Qatar Holding, the international arm of the Qatar Investment Authority (QIA) sovereign wealth fund, holds a 12% stake in Xstrata. The Anglo-Swiss multinational mining company generally has precious little to do with the Gulf: it is the world’s largest exporter of power-station coal.

Sheikh Hamad bin Jassim Al Thani, chairman of Qatar Holding and the country's prime minister
Sheikh Hamad bin Jassim Al Thani, chairman of Qatar Holding and the country's prime minister

Qatar Holding, whose chairman is Qatari prime minister Sheikh Hamad bin Jassim Al Thani, bought in to Xstrata as part of its efforts to diversify into commodities beyond the natural gas that underpins its turbocharged local economy. Yet without Sheikh Hamad’s say-so, this merger would never have gone through. Indeed, Qatar has been instrumental in changing the terms of the deal at least once, and probably more. Glencore had originally offered 2.8 Glencore shares per Xstrata share. At that price, Qatar Holding opposed the deal, saying it was too low. It was principally because of that objection that the bid was increased to 3.05 shares in September.

Separately, and perhaps not always intentionally, the Qataris have had a considerable impact on the mining companies’ executives and their remuneration. One consequence of the revised bid was that Glencore insisted its chief, Ivan Glasenberg, would lead the combined company, rather than Xstrata’s Mick Davis as originally planned. Qatar Holding and other shareholders’ accession to this demand meant Davis was pushed out.

Then there was the final stumbling block: controversial retention bonuses worth about £144 million for a group of Xstrata employees. Last month, Qatar Holding said it would vote for the deal with or without the incentives, and it abstained from a third resolution focused solely on the payments for Xstrata managers.

Qatar Holding’s statement on this position was interesting. "QH is conscious of the sensitivities concerning governance issues in the UK and does not feel it appropriate to influence the outcome either way," it said.

This was, on one reading, a tacit admission of just how influential the Qatar fund has become. It was also a way to ensure the deal would go through one way or another, now that Qatar Holding had got the price it wanted.

As a knock-on effect, though, abstaining from the remuneration vote made it more likely that the payments would be rejected – and they were, resulting in still another casualty, Sir John Bond, the former HSBC chairman, who resigned as chairman of Xstrata after shareholders voted for the deal but against the retention bonuses.

One other interesting element of Qatar’s involvement in the deal is how recently it became powerful enough to have a say. It was only in April that it really began building its stake in Xstrata, passing the 5% mark that month, later passing 10% in June.

Qatar has a stated interest in commodity investments outside the Middle East, but there was clearly another play at work, because Qatar Holding’s building of the stake came several months after Glencore and Xstrata agreed their all-share merger in February. In short, Qatar – with its advisers Lazard & Co – saw the deal, fought its way into it, axed it, revived it, and eventually anchored its completion while axing half the management. None of the myriad banks involved – Citi and Morgan Stanley for Glencore; Goldman Sachs, JPMorgan, Deutsche and Nomura for Xstrata – will mind. The only hurdles left to the deal now are regulatory and it seems certain they will receive the fees commensurate with a successful completion.

"This shows us once again that the QIA is a very different animal to the other sovereign wealth funds in the Gulf," says one fund manager. "At Adia [Abu Dhabi Investment Authority] or KIA [Kuwait Investment Authority], the approach is normally to have a long-held, patient and largely silent stake – such as KIA in DaimlerChrysler or BP. They might well get involved in management decisions as their stake befits, but it’s behind the scenes.

"The QIA here is flexing its muscle as a power broker, and you’re going to see this again and again."

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