Putin orders Wintershall Dea, OMV stakes in JVs with Gazprom transferred to Russian cos

MOSCOW. Dec 20 (Interfax) - President Vladimir Putin has signed orders to set up Russian limited liability companies that will take over all the rights, assets and liabilities of Gazprom's gas joint ventures with Germany's Wintershall Dea and Austria's OMV.

The published documents refer to joint ventures OJSC Severneftegazprom, the operator of the Yuzhno-Russkoye gas condensate field, and Achimgaz and Achim Development, which are developing deep horizons of the Urengoy field.

Sogaz will become the co-owner of Severneftegazprom, while Gas Technologies LLC will get stakes in Achimgaz and Achim Development.

OJSC Severneftegazprom is now 40% owned by Gazprom, 34.99% by Wintershall Dea GmbH and 24.99% by OMV Exploration & Production GmbH.

Achimgaz is a 50-50 joint venture between Wintershall Deal and Gazprom Dobycha Urengoy that is developing Site 1A of the Achimov deposits at the Urengoy field. Achimgaz is also the general contractor for the development of sites 4A and 5A of the Achimov deposits at Urengoy, where the operator is Achim Development, which is 74.99% owned by Gazprom and 25.01% by Wintershall Dea. Achim Sbyt is a trading company that Gazprom and Wintershall Dea set up for the project.

Under the arrangements laid out in Putin's orders, Gazprom's stake in OJSC Severneftegazprom will be transferred to it in proportionally, while the stakes of the foreign shareholders will go to Severneftegazprom LLC. Gazprom will get 99.99% stakes in Gazprom URGM Development and Gazprom URGM Trading, and the LLCs themselves will get 0.01%.

The model for the development of Yuzhno-Russkoye includes the resource developer, OJSC Severneftegazprom, which distributed all profit to shareholders in proportion to their stakes (40% to Gazprom, 35% to Wintershall Dea and 25% to OMV), as well as traders Gazprom URGM Development and Gazprom URGM Trading, which buy gas from Severneftegazprom and sell it at a markup (taking into account export prices) to Gazprom, with 100% of profit going to the foreign owners.

For Achimgaz, Achim Development and Achim Sbyt, all stakes will be distributed proportionally, with Gazprom getting an interest equivalent to its current stakes and the LLC getting the stakes of the foreign shareholders.

The stakes in Severneftegazprom, Gazprom URGM Development and Gazprom URGM Trading that will be transferred to these companies will then be appraised and offered for sale to Sogaz at a market price in a process that will be determined by the government.

The stakes in Achimgaz, Achim Development and Achim Sbyt that will be transferred to the new LLCs will be appraised and offered for sale to Gas Technologies LLC. The Unified State Register of Legal Entities shows that Bank Rossiya set up a subsidiary with this name in St. Petersburg in August.

Proceeds from the sale of the stakes in these LLCs to Sogaz and Gas Technologies will be transferred to C-type accounts opened by each company in the name of the corresponding shareholders of Severneftegazprom, Gazprom URGM Development, Gazprom URGM Trading Achimgaz, Achim Development and Achim Sbyt in line with the presidential decree of March 5, 2022 in proportion to the price of their shares in these companies.

The procedure for these shareholders' disposal of the proceeds will be determined by the Russian government together with the Central Bank.

The government will appoint the current CEOs of the joint ventures to head the new companies. If they do not agree to this, the government will appoint their deputies or other persons. The CEOs must be Russian citizens.

The joint-stock companies will be liquidated as per a procedure to be determined by the government within a month of ownership rights to the stakes in the companies being transferred to Sogaz and Gas Technologies.

All corporate contracts and agreements between the shareholders are terminated as of the decree being issued. All other rights and obligations of the joint-stock companies will be transferred to the LLCs.

Furthermore, in the period from October 1, 2023 to December 31, 2024 the price of gas cannot exceed the caps set in line with the presidential decree of December 22, 2022, which introduced government regulation of prices for the products and services of Gazprom's joint ventures with Wintershall Dea and OMV. The government set price caps for these goods and services with a resolution issued on December 30, 2022 (No. 2544).

Starting on January 1, 2025, the price cannot exceed the wholesale gas price set for Russian regions where sales are made.