SIBUR to transfer 50% of NIPIGAS to current shareholders in form of additional dividends
MOSCOW. July 30 (Interfax) - SIBUR will transfer 50% of its engineering subsidiary, NIPIGAS, to its shareholders through dividends as part of the deal to merge its petrochemical businesses with JSC TAIF.
"As part of the deal, the group will exclude the non-core asset NIPIGAS with its subsidiaries and joint ventures from the perimeter by distributing NIPIGAS shares as a dividend to group shareholders," SIBUR said.
The transaction is expected to close in 2021.
A SIBUR spokesperson told Interfax that NIPIGAS' withdrawal from SIBUR's perimeter has not yet been completed and the evaluation of the engineering division will be conducted by the time the deal with TAIF is closed in accordance with the existing regulations for such deals. Accordingly, the shareholders of TAIF will not be the shareholders of NIPIGAS.
"All of SIBUR's existing shareholders will receive shares in NIPIGAS in proportion to their ownership interests in SIBUR. The final structure of NIPIGAS' beneficiaries will not change," the company said, noting that it sees no restrictions on Chinese shareholders also owning NIPIGAS shares.
"As a result of the completion of deconsolidation, the shares of NIPIGAS' ultimate beneficiaries in the company's share capital structure will remain unchanged," SIBUR stressed, noting that the engineering company has no controlling shareholder.
Asked whether the shares will be transferred in the form of dividends for the first half of the year, a company spokesman said: "The distribution of NIPIGAS shares will take place in addition to cash payments, which are determined in accordance with the dividend policy."
"The completion of the deconsolidation of NIPIGAS as part of SIBUR Group, which began in 2016, is determined by the strategic vision of both companies' development as independent business units - representatives of separate growth markets: petrochemicals and engineering. The deal between SIBUR and TAIF is not a determining factor, but it accelerated this process," the SIBUR spokesperson said, noting that the asset withdrawal is not related to TAIF's asset revaluation.
NIPIGAS is half-owned by SIBUR and half-owned by a number of its key shareholders and top managers (former and current): Gennady Timchenko (15.54% of share capital), Kirill Shamalov (8.71%), and Denis Nikienko (3.96%). SIBUR's current and former top managers own 15.33% (17.6% of ordinary shares) of NIPIGAS.
Last year, NIPIGAS became the leader in the construction market with revenues of 242 billion rubles. In 2020, the company managed the Amur GPP and GCC, the Baltic GCC, the Omsk and Moscow refineries, and Arctic LNG 2. Shareholders were paid 6.4 billion rubles in dividends.
SIBUR directs 50% of its adjusted net profit, which amounted to 107.7 billion rubles as of H1 2021, for dividends.