SLOVAKIA FEELING PRESSURE TO FINALIZE A DEAL ON

C O N F I D E N T I A L SECTION 01 OF 03 BRATISLAVA 000183 SIPDIS SIPDIS E.O. 12958: DECL: 03/26/2017 TAGS: ENRG ECON EPET PREL PGOV LO SUBJECT: SLOVAKIA FEELING PRESSURE TO FINALIZE A DEAL ON TRANSPETROL REF: BRATISLAVA 40 AND PREVIOUS Classified By: Ambassador Rodolphe M. Vallee for reasons 1.4 b) and d) ¶1. (C) Summary - Economy Minister Lubomir Jahnatek met 3/23 with representatives from Yukos International, one of two Yukos Dutch subsidiaries with a legal claim to the 49 percent stake in the Transpetrol oil pipeline, for the first time in almost eight months. With Slovak veto authority over any sale of the Transpetrol stake expiring in one month, Jahnatek recognized that the GOS needs to re-engage with all stakeholders in the pipeline if it hopes to influence the final outcome. After both sides reiterated their basic conditions for any sale, which have not changed since last fall, they explored several options for overcoming the current impasse that primarily comes from a legal stalemate in the Netherlands. They agreed to get together for three-way discussions (it was not clear whether the third party would be Russian-controlled Yukos Finance or Gazpromneft) in early May after Yukos International had completed a valuation of the pipeline and Jahnatek had an opportunity to discuss the issue with his Russian counterparts. End Summary. TIME TO TALK -------------- ¶2. (C) Minister Jahnatek, accompanied by State Secretary Peter Ziga and several MOE energy officials, met March 23 with representatives from Yukos International (YI). This was the first direct contact (not including the November shareholders meeting) between ministry officials and YI representatives since last August. Jahnatek had stated in recent months that YI did not have legitimate claims to the 49 percent Transpetrol stake and he therefore had been unwilling to meet with its representatives. (Note: Following a February court decision that bolstered YI's ownership claims to the Transpetrol stake, Econoff met with Ziga to encourage his ministry to renew contact with YI. End Note.) YI was represented by Martin Parr, the London-based managing director for Yukos Services, local YI representative and Transpetrol Board Member Jan Kridla, and Dutch lawyer Robert van Galen. YI Directors David Godfrey and Bruce Misamore would not travel to Slovakia because of the criminal convictions by a Moscow court for their activities on behalf of Yukos Finance and International. DCM and Econoff met with YI representatives for a readout following the Jahnatek meeting. ¶3. (C) Parr described the two-hour meeting with Jahnatek as very cordial and productive. Both sides started by reiterating the key conditions that would have to be met for any sale. For YI this includes obtaining a fair price for the asset, which is one that would be accepted by courts in both New York and the Netherlands, and ensuring that the proceeds from any sale go through the Dutch courts. Jahnatek queried what YI considered a fair price. Parr noted that YI had not done a formal valuation of the asset, but noted that he thought it was something in the range of USD 150 million. (Note: Although this is well above the USD 111 million offered to Yukos by the GOS last August or the USD 103 million offered by Russneft last spring, the increase primarily reflects the strong rise of the Slovak koruna, which is up more than 17 percent against the dollar since August. End Note) The GOS accepted that the proceeds would have to go to the Dutch bailiff. ¶4. (C) Jahnatek stated that the Slovak government had approved a resolution declaring that only the GOS or a Russian company could purchase the 49 percent stake. The four Slovak conditions for a sale to a Russian company (most likely Gazpromneft) include: (1) the GOS regaining management control of Transpetrol, and commitments by the buyer to (2) increase the amount of crude transiting the pipeline, (3) upgrade the pipeline so that it could carry batches of both Urals heavy crude and light Caspian crude, and (4) extend the pipeline to Schwechat in Austria. Jahnatek claims to have a written agreement with top Russian officials that any deal would have to meet these four conditions. Jahnatek noted that he already has firm commitments from the Czech Republic for an additional 5 mta, a claim that the YI negotiators described as dubious. The YI negotiators also doubted that the third condition included an actual amount of money that would be spent to upgrade the pipeline. BECAUSE TIME IS RUNNING OUT BRATISLAVA 00000183 002 OF 003 -------------- ¶5. (C) The GOS will lose its veto authority over a sale of the Transpetrol stake on April 27. Until recently Jahnatek had claimed that this date was not all that important, and that the government would still be able to reject any deal with a third party through its position on the Transpetrol board. The fact that he met with YI is a clear sign that Jahnatek now recognizes that the GOS will have a weaker negotiating position after this authority expires. Jahnatek recently came under criticism in the press for failing to make progress on Transpetrol before the veto authority expires, which is incorrectly assumed to be April 1 in the media. ¶6. (C) Jahnatek acknowledged that under the current circumstances neither Yukos Finance nor Yukos International had the ability to sell the Transpetrol stake without the other. He also admitted that he continued to have problems communicating with Russian Oil Receiver Eduard Rebgun and YF Director Sergei Shmelkov. Parr suggested that YI could sell the asset if the Slovak government would approve the transfer of shares from YF to YI, thus completing the transaction that was initiated in 2005. Jahnatek countered that this tactic remained a non-starter for the GOS because such a confrontational approach would negatively affect relations with Moscow. ¶7. (C) Both sides raised several possible solutions to overcome the current impasse. These were generally offered up as theoretical possibilities, and the YI representatives did not put much weight behind any of them. These included the following: - Jahnatek stated that nationalizing the asset remained a 'worst case' option for the Slovak government. He recognized that such a move would be challenged by the EU and would be viewed negatively by the investor community. - Parr countered that YI could also pursue a deal with a third party based on their beneficial ownership of the shares and the power of attorney. He noted that this was not the preferred option given the legal uncertainties. - The GOS queried whether YI would consider extending the period of the GOS veto authority. YI responded that it would consider doing so, especially if the GOS approved the transfer of shares from YF to YI. - Jahnatek suggested that there was a connection between the Transpetrol sale and the criminal cases in Moscow against the American directors of Yukos International (Godfrey, Misamore and Theede.) He indicated that he would be willing to work with his Moscow interlocutors to broker a deal which could lead to a repeal of the criminal charges. ¶8. (C) In the end the GOS and YI agreed to meet again in early May for three party talks. Prior to that time YI will complete a formal valuation of Transpetrol. Jahnatek promised to have a similar conversation with Russian representatives in late April. It was not clear to Parr or his colleagues who exactly Jahnatek has in mind as the third party. The logical party would be YF, but since they won't engage with the GOS and appear to be waiting for the veto authority to expire, Parr thought that it could instead be representatives from Gazpromneft or the GOR. OTHER FACTORS MAY COME INTO PLAY -------------- ¶9. (C) There are several factors that could influence the sale before the planned May meeting. First, the Dutch Court of Appeals is scheduled to announce a decision April 26 that could undermine Rebgun's position as the legal representative of YF. This could further bolster YI's negotiating position with the GOS. This is one of several legal efforts in the Netherlands between the two Dutch Yukos entities aimed at gaining control of the Transpetrol stake. Second, PM Fico has postponed his trip to Moscow from the first week of April until early May. There is speculation that it has been postponed so that Transpetrol will be a 'deliverable' for the visit, though scheduling conflicts are a more likely cause of the delay. ¶10. (C) Finally, despite the claim that there are only two possible options for Transpetrol, Jahnatek is clearly looking for other alternatives. Jahnatek requested and was granted a meeting with his Czech counterpart, Minister of Industry Riman, and the heads of the respective Czech and Slovak BRATISLAVA 00000183 003 OF 003 pipeline companies, MERO and Transpetrol, on March 5 in the Czech Republic. MERO made the pitch that the two governments should enter into a pipeline consortium to reunite the Czech and Slovak pipeline network. Local analysts suggest that this solution, although a non-starter in the current environment, could gain traction after the GOS loses veto authority. ¶11. (C) Comment: By once again engaging with Yukos International, Jahnatek has essentially come full circle to his position from last October. Although he is still boxed in by the legal uncertainty in the Netherlands, Rebgun's intransigence, and his desire to appease Moscow, Jahnatek is finally trying to address these issues and looking for ways to fulfill the GOS' objectives. His meetings with Energy Secretary Bodman, Commerce U/S Lavin and EEB A/S Sullivan (to SIPDIS be confirmed) on April 3 and 4 provide an excellent opportunity to encourage Jahnatek towards a solution that would provide Slovakia with real diversity of supply. End Comment. VALLEE