Translated material
Rosneft interfered with energy reform
The placement of an additional share issue of TGK-11 did not take place
For the first time, RAO UES of Russia was unable to place an additional issue of shares in a large generating company. Yesterday the deadline for the placement of securities of TGK-11 (which unites power plants in the Omsk and Tomsk regions) ended, but it did not take place due to interim measures under the Rosneft lawsuit. The head of RAO's media relations department, Margarita Nagoga, says that now 8 billion rubles are being sought. Private owners will be involved in financing the investment program of TGC-11. Yesterday, 28.47% of the shares of this company were sold to the structure of former RAO board member Mikhail Abyzov for $246 million (if it had also acquired shares from the additional issue, it would have become the owner of up to 47% of TGK-11 shares). RAO board member Vladimir Avetisyan told Vremya Novostei that “the investor who acquired a blocking stake in TGK-11 (i.e., Mr. Abyzov’s structure - Ed. ) gave a guarantee of the implementation of the investment program.” According to him, it is possible to finance this program through borrowed funds. And if in the future the investor needs to convert this financing into capital, he will have to deal with the issue of placing an additional issue again.In addition, yesterday RAO sold a 32% stake in TGK-7 (Volzhskaya TGK, which unites 21 power plants in the Samara, Saratov, Ulyanovsk and Orenburg regions with a total electrical capacity of 6900 MW and thermal capacity of 30.7 thousand Gcal) to IES-Holding for 27.5 billion rubles. Until IES pays for this purchase (and the company is granted a one-year deferred payment), the shares will remain on the balance sheet of the Federal Grid Company, but new owners will manage them. This information was confirmed by a source close to the deal, explaining that a similar principle was approved last year by the board of directors of RAO.
The source also said that after paying for these shares, all shares of TGK-7 owned by IES (controlling stake) will be contributed to the joint venture of IES and one of Gazprom’s special companies. In this joint venture, the gas monopolist will receive 50% plus one share. Thus, IES will be able to avoid fulfilling the FAS order to sell 741 MW of capacity in the free flow zone of the integrated energy system of the Middle Volga. Indeed, in this case, says a source close to Gazprom, the structure of the transaction will change, and the concern, which is not represented in this region of the electricity market, will have to apply for permission to the FAS. And accordingly, the FAS will not be able to issue an order to sell anything.
The head of the FAS department for control and supervision in the fuel and energy complex, Alexander Pirozhenko, explained that the service issued an order in accordance with the parameters of the transaction specified in the IES petition, i.e. provided that IES acquires 100% of the shares of TGK-7 and at the same time controls the neighboring TGK-6. If the parameters change, then in theory Gazprom will indeed have to obtain approval for the transaction. Yesterday Mr. Pirozhenko found it difficult to say what the order would be for him, pointing out that, firstly, you need to know these parameters, and secondly, the law has a certain period allotted for their consideration.
However, how much such a deal will cost Gazprom is unknown. But it cannot be ruled out that the gas monopolist will pay for its share in the joint venture not with money or not only with money, but also with assets. As the head of IES Mikhail Slobodin said yesterday, “negotiations with Gazprom are constructive, but it is still premature to talk about their complete completion and specific agreements.” In turn, a source at Gazprom says that the parties are “very close to completing negotiations”: “We have already agreed globally, and as soon as we resolve all the technical details of the deal and create special companies, we will immediately announce it. I think this will happen in about three to four months.”
Thus, Volzhskaya TGC, one of the largest generating companies, will be controlled by Gazprom. Until now, it was believed that it was somehow controlled by Mr. Avetisyan and his associates, who previously managed the Samara energy system and then created the Volzhskaya TGC. However, Mr. Avetisyan himself has repeatedly said that he personally does not participate in the capital of TGK-7 (with the exception of hundredths of a percent that he received under the management incentive program during the leadership of Samaraenergo). Yesterday, Mr. Avetisyan said this again to Vremya Novostey, pointing out that he, as a manager, “made a very high-quality asset,” which was sold for good money. However, according to a source close to RAO, an agreement has already been reached that Mr. Avetisyan’s management will remain in charge of the company for now. In addition, according to the source, it cannot be ruled out that Mr. Avetisyan will be involved in the heating business in the regions where TGC-7 operates. Yesterday he himself did not say what he would do (“For now, I intend to rest,” he said), but he clarified: “The Samara business is not very interesting to me. But we need to delve into it and figure it out.”
Another relatively large shareholder of TGK-7, Prosperity Capital Management, does not rule out that with the arrival of Gazprom it will sell shares in this company. The director of this fund, Alexander Branis, told Vremya Novostei yesterday that he would not like a private energy company to be controlled by a company with state participation. He did not name his share in Volzhskaya TGK, indicating only that it was below 10% of the shares. But he clarified that his investment is a portfolio investment, and therefore the issue of selling the stake is considered regularly. Nevertheless, the appearance of Gazprom in the ownership structure, he says, forces us to further analyze this investment.
Rosneft in the Moscow Arbitration Court is challenging 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, in this TGK amounted to just a little more than 5%. In addition, the oil company filed a lawsuit against the separation of Tomsk distribution networks from Tomskenergo, and Kuban distribution networks from Kubanenergo. Officially, Rosneft does not provide details of the claims and only indicates that the rights of Neft-Aktiv were violated. Restrictive measures have been imposed on the claims. Considerations on the merits have been postponed to the last ten days of May.