"Kommersant" found out the details of the proposal for the merger of energy assets made by Gazprom Energoholding by Renova Group Viktor Vekselberg. The businessman, who fell under the US sanctions, wants to transfer the largest private Russian generating company "T Plus" to the joint venture with Gazprom, having received a blocking stake in it. Renova expects stable dividends from the deal, and in five to seven years can sell its stake in the joint venture. But lawyers warn that almost any scheme of pooling assets threatens the new company with US sanctions.

According to Kommersant, this week Renova Viktor Vekselberg presented to the management of Gazprom Energoholding (the ETEC, controls the power monopoly, the largest Russian generating company with 39.3 GW), a scheme for the merger of energy assets. According to Kommersant sources, Renova is proposing the State Electricity Agency to create a separate company in which Viktor Vekselberg's structure can receive a blocking stake. Renova plans to provide its share with the addition of T Plus assets (part of the group, the sixth energy company of the Russian Federation, 15.8 GW), but it also offers the holding to fully buy this package in 2022-2025. "Renova wants to get an understandable dividend flow from this deal," a source at Kommersant added.

In the State Duma and "Renova" declined to comment. In the Ministry of Energy, the request to Kommersant was redirected to the FAS. Deputy Head of the FAS Vitaly Korolev admitted that the merger of companies "will significantly increase" the share of the presence in the energy market, we need to consider the heat market. If the application is received, market shares should be calculated, the impact of the transaction on the formation of wholesale prices should be assessed, the FAS says. In a number of zones of free flow (ZSP, separate territories of the energy market.- "Kommersant") there is a risk of creating a dominant position, they say in the service.

"Renova" along with Viktor Vekselberg on April 6 came under severe Washington sanctions, they forbid US legal and physical persons to conduct business with persons on the list, block dollar settlements, etc. After that, as reported by "Kommersant" on May 3, "Renova" sent proposals to the government on supporting its business. Including in the letter the package of measures of support on the energy market was listed, among them there was a proposal on merging the assets of "T Plus" and the Yeah.

The companies have already worked out the merger schemes in 2011, then it was also assumed that the asset would be controlled by the GEF, and Renova will receive a blocking stake. But the merger was blocked by the FAS because of the high concentration of the market. Companies continued to increase the volume of assets. Now their activities intersect only in the WTP "Ural" and "Center", the market concentration of the merged company may become high in the Urals (it will reach 20%), Natalia Porokhova from ACRA counted. In the first price zone (the European part of the Russian Federation and the Urals) the energy market share of a unified company in the generation of electricity can reach 26%. The capacity of UES of Russia is 240 MW, and the new energy holding consolidates more than a quarter.

In early July, the head of the State Duma Denis Fyodorov reported that the companies are "in the initial stage of looking at assets." "But we have just talked, let's just say so," he explained, adding that in a possible transaction only the GEF can participate without other structures of Gazprom. The fact that negotiations on the merger can take a long time, said in late May, Viktor Vekselberg.

At the same time, according to one of the sources of Kommersant, Renova would like to speed up the merger process. As another interlocutor of "Kommersant" explains, the talks are about merging only energy assets, there is no question of including the "Renova" machine-building business in the company.

"T Plus" was created on the basis of power stations purchased in 2008 from RAO UES in the Volga region and in the Urals. The net profit under RAS in 2017 is 3 billion rubles. against 323 million rubles. a year earlier, revenue increased by 2.8% to 222.7 billion rubles (according to IFRS, it was reported only in January-June 2017, revenue - 187.7 billion rubles, profit - 8.2 billion rubles.) The company for the first time paid dividends for 2017 - 2.9 billion rubles. In 2016, the general director of "T Plus" Boris Vainzikher and the chairman of the board of directors, the co-owner of Renova, Yevgeny Olkhovik (keep the posts) were arrested in the bribery case in the Komi Republic, now under house arrest.

The complexity of the asset is a large volume of low-margin heating systems, Natalia Porokhova believes. EBITDA of "T Plus" is a quarter of EBITDA of "T Plus" and GEH combined, but also half of the debt, she adds. Ms. Porokhova notes that although "T Plus" almost did not pay dividends, the State Economic Commission for the year 2017 charged 10 billion rubles. "At any stake in the new company, Renova will receive much more, since the government's desired dividend guidance for the Yahtar, as well as for Gazprom, is 50% of IFRS profit," the analyst said.

According to Alyona Bachinskaya, the head of the projects of S & K Vertical lawyer's office, "the sanctions for which Renova and its owner have fallen have been formulated quite widely, therefore, theoretically, not only the direct sale of T Plus shares can get under the ban, but also the introduction of property in the charter capital of the new company, any other transfer of T Plus assets or, in principle, a transaction between Renova and the State Economic Chamber to create a new company. According to the lawyer, this can be regarded as a significant transaction and transfer of value in the terminology of the Office of Foreign Assets Control of the US Treasury (OFAC). "

Ms. Bachinskaya notes that the assets of "T Plus" are in Russia, and the activities of the new energy company are aimed primarily at the domestic market, so possible sanctions should not significantly affect the business. In addition, the share of Renova in the new company is unlikely to exceed 25% plus one share, which, according to the lawyer, means that under the formal criterion for direct sanctions - the presence of direct or indirect ownership of 50% of the company - it does not fall. Nevertheless, there is a risk of secondary sanctions: the new company may face problems in concluding and executing contracts with foreign counterparts, including when purchasing equipment, etc., "says the lawyer.

"The GEF and Renova have been trying for a long time to agree on a deal in one form or another," continues Alena Bachinskaya. "At the same time, the issue of Renova's stake has always been acute, as the parties have different ideas about the real value of T Plus's assets, . Renova wishes to realize this transaction for anti-sank purposes, and the combination of Renova's energy assets with the GEP can help in this. The GEF obviously uses the subject of sanctions in the negotiation process to obtain more favorable conditions for itself. "