Translated material
It won't be enough
Rosneft bombarded RAO UES structures with lawsuits
Rosneft and RAO UES of Russia entered into a conflict almost the same as YUKOS did a few years ago. The point is that the oil company intends in Tomsk and Kuban to protest the division of regional energy companies into generating, network and sales components. To do this, she filed four claims with the Moscow Arbitration Court - three for Tomsk energy assets and one for Kuban. A member of the board of RAO UES, which currently controls the Tomsk energy sector and Kuban energy networks, Vladimir Avetisyan, in a conversation with Vremya Novostey yesterday, expressed bewilderment at the position of the oil company - after all, it had not previously expressed any complaints about reforming the industry. Rosneft, in turn, without providing details, indicates that the rights of its subsidiary Neft-Aktiv, which bought shares in energy companies at auctions for the sale of Yukos property, were violated, and therefore will seek the restoration of these rights.Energy market experts suggest that in this extravagant way, Rosneft wants to increase the price of the energy assets it has inherited, since blocking stakes in vertically integrated companies can cost more than non-blocking stakes, albeit in larger structures. If she succeeds, then in the event of a sale she can gain more money.
Rosneft needs money to partially repay multibillion-dollar debts, from which the company cannot recover after the purchase of Yukos. And the company has ambitious plans to develop fields in Eastern Siberia. This work needs to be accelerated due to the fact that the construction period for the oil pipeline from there to the Pacific Ocean may well remain the same - that is, it will not be postponed, as required by Transneft and certain officials who are traditionally considered to be associates of the head of the board of directors of Rosneft. , deputy head of the Kremlin administration of Igor Sechin.
Rosneft, according to a source close to the company, disputes the merger of the generating assets of Tomskenergo (in which it owned a blocking stake) into TGK-11, as a result of which the share of Rosneft’s subsidiary Neft-Aktiva amounted to just a little more than 5%, the previous separation from Tomskenergo of the Tomsk distribution networks, as well as the Kuban distribution networks from Kubanenergo. The details of another lawsuit concerning the Tomsk energy sector are not known to the source. Officially, Rosneft does not provide details of the claims and only indicates that the rights of Neft-Aktiv were violated.
TGK-11 claims that the Rosneft subsidiary did not participate in the extraordinary meeting of Tomskenergo shareholders in August last year, although it was notified about it, but despite this, there was a quorum at it (53%) and the decision the merger was adopted in accordance with the legislation on joint stock companies. As a high-ranking representative of RAO told Vremya Novostey, the new owner participated in the discussion of the problems of TGK and never spoke out against the merger of Tomskenergo into TGK-11. However, in the statement of claim that TGC received from the court, according to him, Neft-Aktiv indicates that it was not properly notified of the holding of an extraordinary meeting of Tomskenergo shareholders and did not receive voting ballots. Mr. Avetisyan, in turn, told Vremya Novostey that all shareholders of TGK-11, without exception, were notified of the meeting in the manner approved by law and absolutely all received ballots. At the same time, a source close to Rosneft claims that, indeed, all documents were received. The point of filing a claim is unknown to him.
RAO "UES of Russia" was concerned about these claims because theoretically a ban could be imposed on changing the ownership structure of TGK-11, and then the energy holding would not be able to attract investors to this company (sale of part of the company's shares and placement of an additional issue of shares in the amount of about 35% of the authorized share capital planned for mid-March) and implement the investment program. Vladimir Avetisyan told Vremya Novostey that in this regard, he is most concerned about the construction of new power units at Tomsk CHPP-3 and CHPP-6, since they must provide energy to residential areas built within the framework of the Affordable Housing national project. And the Kuban energy networks, of course, influence the energy supply of the Olympic Sochi. At the same time, he said that Rosneft had never negotiated the purchase of shares in TGK-11.
TGK-11 was created on the basis of generating assets located in the Tomsk and Omsk regions. The process of creating the company was hampered for a long time by the position of YUKOS, which believed that the blocking stake in Tomskenergo, which it owned, was worth more than the share in TGK, since it included a certain premium for the status of a blocking stake. YUKOS bankruptcy trustee Eduard Rebgun then took a similar position - he needed to sell the bankrupt's assets as dearly as possible. There was a similar position regarding the assets of Kubanenergo. However, the Krasnodar generation was eventually bought by LUKOIL, which made a deal with RAO and managed to increase its stake in TGK-8 to a controlling stake (this deal was completed yesterday).
After the Yukos case was closed last year, sources in the energy market say, the Kremlin received instructions not to interfere with electricity reform. And Rosneft had no time for the electric power industry at that time. But now the oil company urgently needs money. Borrowing on the international market during a liquidity crisis has become incredibly expensive. Therefore, experts believe, the company decided to sell non-core assets as dearly as possible - and primarily electric power assets. The buyer in Tomsk could be, for example, Gazprom Neft, which recently bought half of Tomskneft, or SUEK, which is a blocking shareholder of TGK-11 and has coal interests in the region, and in Kuban - LUKOIL structures.
However, corporate law experts argue that it will be very difficult for Rosneft to launch electricity mergers and dismemberments. She has very, very little chance of proving her case and winning in court, provided that the information presented is complete. “The company, of course, can say that it did not receive notice,” says a lawyer for a large oil company, “but in order for this to become a basis for imposing any restrictions on shares or for canceling decisions of the shareholders meeting, it is necessary that collusion between the mail and the sender was proven. Obviously, this is almost impossible to do. And the court is unlikely to comply with the simple desire (even of such a company as Rosneft) to impose some kind of arrest - it is no longer accepted in Russia to facilitate raiding.”
However, it cannot be ruled out that Rosneft’s demand to cancel the decision of the meeting of Tomskenergo shareholders is caused by the desire to delay the sale of TGK-11 shares and the placement of an additional issue, so that later - when the oil company’s financial situation may improve slightly - to participate in bidding However, Mr. Avetisyan does not agree with this version: “Rosneft has the money to participate in trading for TGK-11 shares right now,” he believes.
Representatives of SUEK and LUKOIL chose not to comment on the situation. Gazprom Neft, not referring to the situation, only reported that the company, in principle, is interested in electric power assets located in the regions of its oil production.