SLOVAKIA PURSUES TRANSPETROL THROUGH MURKY LEGAL

C O N F I D E N T I A L SECTION 01 OF 02 BRATISLAVA 000816 SIPDIS SIPDIS E.O. 12958: DECL: 10/06/2016 TAGS: ENGR ECON EPET PREL PGOV LO RS SUBJECT: SLOVAKIA PURSUES TRANSPETROL THROUGH MURKY LEGAL WATERS REF: BRATISLAVA 720 AND PREVIOUS Classified By: Ambassador Rodolphe M. Vallee for reasons 1.4 b) and d) ¶1. (C) Summary - Slovakia's efforts to repurchase the 49 percent stake in Transpetrol have been hampered by legal uncertainties surrounding ownership and the right to sell the shares. Economy Minister Jahnatek has repeatedly tried to meet with Eduard Rebgun, the Yukos Oil receiver who was nominally given the reigns of Yukos Finance in August and has subsequently tried to gain full control of both Yukos Dutch entities. A September 21 Dutch court decision cast doubt on Rebgun's legitimacy to control Yukos Finance, thereby creating an opening for the GOS to pursue other strategies. The Transpetrol deal is being closely watched throughout the region, especially by Russian interests who believe Gazpromneft offers the best possibilities for future development of the pipeline. End Summary. GOS STICKS TO STRATEGY AND BUILDS SUPPORT -------------- ¶2. (SBU) Minister of Economy Lubomir Jahnatek is continuing to pursue the strategy outlined in Reftel for buying back the shares of Transpetrol from Yukos Finance (YF),which is disputably controlled by Yukos Oil Receiver Eduard Rebgun, and Yukos International (YI, which remains in the hands of the American management team including Steve Theede, David Godfrey and Bruce Misamore). Rebgun has so far put off Jahnatek's requests for a meeting while he works to secure his control of YF. In the meantime Jahnatek continues to argue publicly and privately that a government repurchase of the shares is the only acceptable option for the GOS. Jahnatek received the public support of EU Energy Commissioner Andris Pielbalgs for the Slovak buyback after meetings in both Brussels and Bratislava in mid-September. In a Commission press release, Pielbalgs expressed his support for the Slovak Government's efforts including the objective of ensuring third party access to oil infrastructure within Slovakia. RUSSIAN STRUGGLES TO GAIN CONTROL OF YUKOS FINANCE -------------- -------------- ¶3. (SBU) Rebgun followed up the August 11 Dutch court decision, which gave him voting rights on the shares of Yukos Finance, with several measures to solidify his control of the Netherlands-based company that is also the parent of YI. After dismissing directors David Godfrey and Bruce Misamore, Rebgun named his associate, Sergey Shmelkov, as Director. On August 15 Rebgun sent a letter to NautaDutilh, the Dutch law firm that represents YI and YF under Godfrey and Misamore, requesting that all files pertaining to Yukos Oil to be transferred to the Rebgun-friendly Simmons & Simmons law firm and that NautaDutilh discontinue all work related to Yukos Oil. ¶4. (SBU) Rebgun brought a case against NautaDutilh in an Amsterdam court when the law firm refused to comply with earlier requests. NautaDutilh argued that Rebgun's position was untenable because the bankruptcy proceedings in Russia are a sham. In a September 21 decision, the Amsterdam court rejected Rebgun's claims, noting that there are no grounds to forbid Misamore and Godfrey "to take the position (at law or otherwise) that they are still the lawful directors of Yukos Finance B.V. and to be represented by the lawyers of their choice." As a result of this decision, neither Rebgun and Shmelkov, nor Misamore and Godfrey, can take the position that they validly represent YF at this time. ¶5. (C) On September 25, Rebgun sent a letter on behalf of YF to the Transpetrol Board of Directors requesting the board to convene an extraordinary general meeting to change the members of the board representing YF. According to the shareholders agreement, YF appoints three of the five members of the Transpetrol board, and the GOS appoints the other two. (Note: Only one of the five board members currently has clear ties to any of the interested parties. The two GOS board members were appointed by the previous government and are loyal to the Hungarian Party, SMK. MOE officials have told us that they have not had any contact with the "government's representative," and had no idea how they will vote. The GOS would also like to fill their slots with BRATISLAVA 00000816 002 OF 002 directors loyal to the current government. One of the three YF-appointed board members, Jan Kridla, remains loyal to Godfrey and Misamore, but the other two, who also have close ties to Hungarian interests, are seen as acting somewhat independently. End Note.) ¶6. (SBU) In response to Rebgun's request for a shareholders meeting to change the members of the Board, NautaDutilh and Greenberg Traurig, which represents the Yukos Oil creditor Moravel Investment Ltd., sent separate legal opinions to the Transpetrol Board. Both opinions argue that the September 21 court decision casts doubt on Rebgun's claim that he represents YF and ask the board to deny his request to seek a general meeting to appoint new board members. Greenberg Traurig further argues that YF lacks authority to enter into negotiations concerning Transpetrol with third parties. This claim is based on the irrevocable power of attorney granted by YF to YI in April 2005 to effectuate the legal transfer of the Transpetrol shares from YF to YI. ¶7. (SBU) On October 5 the Transpetrol board of directors voted unanimously to postpone a call for a general meeting due to the uncertainty surrounding the control of YF. The board noted that they had received contradictory legal opinions (from Rebgun and the two law firms) and requested Transpetrol to solicit an independent legal analysis of the situation. DEAL CLOSELY WATCHED AROUND THE REGION -------------- ¶8. (C) Despite Minister Jahnatek's repeated statements that Slovakia will veto the sale of the Transpetrol shares to any third party, several countries continue to pursue a deal for the 49 percent stake. Not surprisingly the most interested party is Russia. Ambassador discussed energy security in the region with the Russian Ambassador to Slovakia, Alexander Udaltsov, on October 4th, noting the transparency and open access improvements with Slovak ownership as well as improvement in the upgrade timeline, which could benefit Russian interests. Udaltsov was very well informed about Transpetrol shares and the GOS attempts to buy them back from Yukos. He noted that Gazpromneft remains interested in purchasing the shares and would be willing to cede management control of Transpetrol to the Slovaks, which has been one of Jahnatek's primary objectives. Udaltsov insisted that Gazpromneft is the best option for development of the pipeline as it has both the financial resources and technical know-how. Udaltsov noted that "not everyone in the government supports the buyback option." Jahnatek is scheduled to travel with Slovak President Gasparovic on his November 7 trip to Moscow, and energy security and the Transpetrol pipeline will be at the top of the bilateral agenda. ¶9. (C) In an October 4 courtesy call on the Ambassador, Kazakh Ambassador to Slovakia Sharip Omarov outlined the GOK's interest in regional energy issues, especially the related to Odessa/Brody/Plock. Omarov noted that Kazakh president Nazarbayev is planning a visit to Slovakia on November 19 and 20th, and that energy would be one of the main topics for discussion, including the Odessa/Brody/Bratislava option for Kazakh crude. COMMENT -------------- ¶10. (C) By casting doubt on Rebgun's legitimacy to act on behalf of Yukos Finance, the September 21 Dutch court decision has reopened the possibilities available to Minister Jahnatek. He will continue to push for a meeting with Rebgun to effectuate a sale by YF. With Slovak veto authority over any sale of the shares lapsing in April 2007, the GOS does not have the luxury of waiting for the various legal issues to come to a final resolution. Unless Rebgun changes tact and begins negotiations in the coming weeks, Jahnatek will likely pursue other options. He would urge the current Transpetrol Board to approve the transfer of shares from YF to YI. A second option would be to negotiate a sale directly with YI based on the power of attorney granted to YI in 2005. Neither option is without risk, but may be the only ways for Slovakia to regain control of the company. End Comment. VALLEE