BP pushes for ‘blocking’ rights in Rosneft merger

Rosneft shareholders will meet on June 20 to consider amending the company’s charter which would grant BP certain veto powers on future decisions.

According to two sources close to Rosneft’s board of directors, there is a possibility amendments will be adopted which would authorize the purchase and sale of Rosneft shares, Vedomosti reported.

BP sold 50 percent of TNK-BP to Rosneft in March, and increased its shareholding in Rosneft to 19.85 percent, to become the company’s second largest shareholder after the Kremlin.

If the new charter stipulations go through, BP will likely push for blocking rights.

Rosneft’s spokesperson said the ‘blocking’ right would be used as a measure to extend the ability of shareholders to increase capital authorization. The amendment will not add any additional shareholders to the mix.

The amendments will greatly enhance the role of minority shareholders, like BP CEO Robert Dudley, who has been promised one of two BP seats on the nine person Rosneft board. The second ‘BP seat’ has not yet been filled.

Under the amendments, Rosneft won’t be able to liquify, make big deals, repurchase shares, or authorize capital, without the approval of the shareholders.

The proposal isn’t novel in the Russian gas industry; Lukoil set a precedent in 2005 when it changed its charter to incorporate such a ‘blocking’ vote after ConocoPhillips bought 20 percent of its shares.

Rosneft announced its plan to acquire TNK-BP as early as 2003,  and the two companies have almost fully integrated, with BP bosses out of the picture and Rosneft President Igor Sechin calling most of the shots.

Since the acquisition, minority shareholders have been crossing their fingers that Sechin will buy them out, or at least fold the assets into the new merged company, neither which has happened.

Sechin’s lack of initiative in paying out minority shareholders has spooked buyers and markets, and has has sent the stock price plummeting.

On May 22, Sechin proposed that Rosneft would only be accountable for TNK-BP dividends as of March 21, when it took control of operations. The stock price fell from 7.140 to 6.770, over 5 percent, in 24 hours and still hasn’t climbed above the 7 dollar mark before Sechin provoked fear that dividends would severely decrease or be axed.

TNK-BP may follow the fate of other Russian subsidiaries bought under large conglomerates, and may cease to exist. In order for Rosneft to fully dissolve TNK-BP, it needs to buy out or bring in TNK-BP Holding, which would prove difficult as 5 percent of the shares are public and free floating.