President of Rosneft Igor Sechin (Photo: Oleg Yakovlev / RBC)

Buyers of the 19.5% stake in Rosneft, which the government plans to sell this year, will be required not to enter into a shareholder agreement with BP, which owns 19.75% of the state-owned company. Two federal officials and a source in Rosneft told RBC about this.

□□ □□□□□□ □□□□□□ □□ □□□□□□□□□□□ □□□□□□□□□ □□□ □□□□□□□ □□□□ □ □□□□□ □□□□□□□□□□ □□□ □ □□□□ □□□□□□□□□□□□ □□ □□□□□□□ □□□□□ □□□□□□ □□□□□ □ □□□□□□□□□□□ □□□□□□□ □□ □□□□□□□ □□ □□□□□□□□□ □□□□ □□ □□□□□□□□□ □□□□□ □□ □□□□□□ □ □□□□□ □□□□ □□□ □□□□ □□□□□ □□□□□□ □□ □□□□□ □□□□□ □□□□□□□□□ □□□□□□□□ □□□ □□□□□□□ “The condition for the sale of shares, Most likely, there will be a ban on concluding a shareholders' agreement with BP. A decision on this has not been made, but is being actively discussed,” says the official.

Another RBC interlocutor heard that the 19.5% stake could be divided into three parts and sold to three different investors from Asia with the condition not to enter into shareholder agreements with BP and not to resell Rosneft shares to it. The ban on new investors entering into a shareholder agreement with a British company is “logical”; the state company is against increasing the British share to a blocking one, adds a source at Rosneft.

The state now owns 69.5% of Rosneft through the Rosneftegaz holding company, of which 19.5% is included in the privatization plan for 2016 (Rosimushchestvo has another share). This issue was discussed at a meeting with President Vladimir Putin on February 1, dedicated to large-scale privatization. Already on February 20, First Deputy Prime Minister Igor Shuvalov signed a directive on preparations for the privatization of Rosneft. And the Minister of Economic Development Alexey Ulyukaev on Friday, April 8, said that he had signed and sent to Rosneftegaz the terms of reference for the sale of shares in the state-owned company. This will allow the holding to enter into a contract with an investment consultant (he did not name him), who will organize the privatization.

At the end of February, Assistant to President Putin and Chairman of the Board of Directors of Rosneft Andrei Belousov called the sale of a 19% stake to a strategic investor the main option for the privatization of Rosneft. In his opinion, this will allow him to receive the maximum bonus. It is impossible to place such a volume on the open market due to its large scale, he pointed out.

BP is “comfortable” with its current stake in Rosneft and the company does not intend to increase it, as previously reported, BP representative in Russia Vladimir Buyanov told RBC. Increasing BP's share of Russia beyond 20% is "impractical," BP CEO Robert Dudley said in February . “I think that we should stay at this level (19.75%. - RBC ). [...] This is probably our limit,” he said then (quoted by TASS ). According to him, if BP's share in Rosneft exceeded 20%, it would become a dependent party, which would complicate the process of approving transactions with Rosneft .

Buyanov refused to comment on the possible ban on concluding a shareholder agreement with BP for the new co-owners of Rosneft. On Friday, April 8, Rosneft press secretary Mikhail Leontyev also declined to comment. A representative of the Ministry of Economic Development said that such an “initiative” is not being considered by the department. His colleague from the Federal Property Management Agency declined to comment.

After the publication of this article, on April 11, the Rosneft press service released a statement , from which it follows that Sechin is not asking the government to prohibit buyers of 19.5% of the privatized shares of Rosneft from entering into a shareholder agreement with BP.

There are two ways to impose encumbrances on the sale of securities or on the conclusion of shareholder agreements following the privatization of Rosneft - by concluding a shareholder agreement with the buyer or specifying such a clause in the share purchase and sale agreement, says Yushin, managing partner of the law firm AST Legal Anatoly . But dividing the 19.5% stake among several buyers, along with a ban on shareholder agreements with BP, could lead to a decline in the value of the asset, he warns.

Rosneft is a strategic asset for Russia, so such restrictions for foreign investors are expected and should not affect the price, argues Raiffeisenbank analyst Andrey Polishchuk. Otkritie Capital analyst Artem Konchin also doubts that this condition will greatly affect the price of Rosneft shares: most likely, the ban on shareholder agreements will not be publicly announced; the buyer may be required to, during the subsequent sale of the company’s shares, first offer them to Rosneft itself. or its structures. According to his estimates, the state could gain up to $10 billion (RUB 678 billion) from the sale of 19.5% of this oil company.

On Friday, April 8, 19.5% of Rosneft on the Moscow Exchange was worth 649.5 billion rubles.

After the publication of this article, Rosneft published a statement on its website, which RBC provides here .

Refutation

“By the decision of the Ninth Arbitration Court of Appeal in case No. A40-97503/2016, those disseminated by the Limited Liability Company BusinessPress and the authors of the material Timofey Viktorovich Dzyadko, Maxim Tovkaylo were found to be untrue and discrediting the business reputation of Rosneft Oil Company, and therefore subject to refutation. Vitalievich, Podobedova Lyudmila Nikolaevna information in the material published on April 11, 2016 on the website www.rbc.ru at http://www.rbc.ru/business/11/04/2016/570794529a79476629976ea7 in the material under the heading “Sechin asked the government to protect Rosneft from BP”:

“Sechin asked the government to protect Rosneft from BP.”

“Rosneft President Igor Sechin fears that BP will collect a blocking stake in the company during the privatization of 19.5% of its shares. To prevent this from happening, he asks the government to limit the rights of buyers of privatized shares.”

“According to one of the officials, Rosneft President Igor Sechin fears that during the privatization, BP will receive a blocking stake in Rosneft.” Therefore, he suggests the government not to sell shares on the market, but to find at least two buyers for 19.5% among Asian companies or funds.”

□□□□□ □□□□□□□□ □□□□□□□□□□□□ □□□□□□□□ □□□□□□□□□□ □□ □□