After what seems to be the longest block in my blogging career so far (in which I did little more than continuing to explore data science and business analytics realms as a full-time consultant), I would like to give an account of one of the latest happenings in the major Turkish exchange; Istanbul Securities Exchange (IMKB).
The Turkish league leader and former UEFA cup holder Galatasaray’s commercial arm, Galatasaray Sportif have decided to inject capital into the company’s balance sheet via an unheard of method: 9900% share capital increase.
Share capital increase in the Turkish stock market, like many others, is through preemption rights that the stockholder bears. In a normal capital increase, of namely 100%, the issuer calls for capital for new capital for one share, priced at the nominal value of the stock, and the existing stockholders have priority of purchase. If the stockholders cannot provide capital for the increase, they are entitled to resell their preemption rights at the stock market, and their ownership is automatically diluted.
All in all, this method is designed to preserve the value for each stockholder while increasing market cap, and usually because cash is horded into the issuer, it ends up with better fundamentals and the result is slightly favorable on the price.
Now, everything is fine and looks fine for GSRAY. However what happens when there is a 9900% capital increase, and why would the results be catastrophic? Here’s the mechanic that currently the Turkish regulator is overlooking and will cost hundreds of GSRAY fans and stockholders:
* %9900 capital increase means 99 preemptions rights at nominal value (TRY1.00) for one share of GSRAY (TRY162.00). So in practicality, the issuer is calling for TRY99 for each TRY162 stock held. For a share like Galatasaray where many small cap investors (theoretically fans) hold stake, this kind of increase in position is both unprecedented risk and probably many stockholders lack the cash to exercise preemption.
* The above conclusion almost immediately leads to another one, the preemption rights on the market will be plentiful, in fact so plentiful that they will probably be traded below the theoretical price, drawing down the weighted average cost of preemption and resulting in a lower than expected price on the new shares.
* Lastly, where the real trickery comes in… The issuer agrees to buy back the preemption rights that aren’t exercised at the market -however- at nominal value of TRY1.00. So for the mass exodus of preemption rights that are probably not going to find buyers, the company is going to profit yet another time, preserving some percentage over its ownership as well. But this operation will hamper down the new market price yet a second time, a second mighty blow to the innocent stockholder.
This is stock market sorcery.
The trickery of GSRAY has already been priced at the market by what I think is a mixture of large and small cap investors, and the price of the stock has already come down by nearly 10%. However I can hardly think the loss will be at an end for those who hold stake…
I’m thrilled to see that the regulator (SPK) whose motto is to protect the small cap investor is at the same end of the table with Galatasaray Sportif, who will have access to some of the cheapest capital in years.
(Although I am a supporter and thus biased to say so, I think a much more noble way of attracting funds is what Fenerbahçe did… Issuing a company bond with a whopping 300bp over benchmark rate and limiting the purchase mostly to real persons.)

