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RPT-INSIGHT-How Russia sold its oil jewel -- without saying who bought it

Wed, 25th Jan 2017 08:51

(Repeats story published on Jan. 24 with no changes)

By Katya Golubkova, Dmitry Zhdannikov and Stephen Jewkes

MOSCOW/LONDON/MILAN, Jan 24 (Reuters) - More than a monthafter Russia announced one of its biggest privatisations sincethe 1990s, selling a 19.5 percent stake in its giant oil companyRosneft, it still isn't possible to determine from publicrecords the full identities of those who bought it.

The stake was sold for 10.2 billion euros to a Singaporeinvestment vehicle that Rosneft said was a 50/50 joint venturebetween Qatar and the Swiss oil trading firm Glencore.

Unveiling the deal at a televised meeting with Rosneft'sboss Igor Sechin on Dec. 7, President Vladimir Putin called it asign of international faith in Russia, despite U.S. and EUfinancial sanctions on Russian firms including Rosneft.

"It is the largest privatisation deal, the largest sale andacquisition in the global oil and gas sector in 2016," Putinsaid.

It was also one of the biggest transfers of state propertyinto private hands since the early post-Soviet years, whenallies of President Boris Yeltsin took control of state firmsand became billionaires overnight.

But important facts about the deal either have not beendisclosed, cannot be determined solely from public records, orappear to contradict the straightforward official account of thestake being split 50/50 by Glencore and the Qataris.

For one: Glencore contributed only 300 million euros ofequity to the deal, less than 3 percent of the purchase price,which it said in a statement on Dec. 10 had bought it an"indirect equity interest" limited to just 0.54 percent ofRosneft.

In addition, public records show the ownership structure ofthe stake ultimately includes a Cayman Islands company whosebeneficial owners cannot be traced.

And while Italian bank Intesa SanPaolo leant the Singaporevehicle 5.2 billion euros to fund the deal, and Qatar put in 2.5billion, the sources of funding for nearly a quarter of thepurchase price have not been disclosed by any of the parties.

"The main question in relation to this transaction, as ever,still sounds like this: Who is the real buyer of a 19.5 percentstake in Rosneft?" Sergey Aleksashenko, a former deputy head ofRussia's central bank, wrote in a blog last week.

Glencore would not comment on the identity of the CaymanIslands firm or give a further explanation of how ownership ofthe 19.5 percent stake was divided.

The Qatari Investment Authority said it would not comment onthe deal, beyond confirming that it has participated in it.

Rosneft declined to respond to questions posed by Reuters,including a request for comment on how ownership of the 19.5percent stake was divided, information about the identity of theCayman Islands buyer, or details of the source of anyundisclosed sources of funds.

The Kremlin did not respond to a list of questions about thedeal sent by Reuters.

MATRYOSHKA DOLL

Like many large deals, the Rosneft privatisation uses astructure of shell companies owning shell companies, commonlyreferred to in Russia as a "matryoshka", after the woodennesting dolls that open to reveal a smaller doll inside.

Following the trail of ownership leads to a Glencore UKsubsidiary and a company that shares addresses with the QatariInvestment Authority, but also to a firm registered in theCayman Islands, which does not require companies to recordpublicly who owns them.

The Singapore-registered investment vehicle that holds thenewly privatised 19.5 percent stake in Rosneft is called QHGShares. It is owned by a London-registered limited liabilitypartnership, QHG Investments, which in turn lists as one ofits two owners another London-registered limited liabilitypartnership, QHG Holding, created on Dec. 5.

One of the partners in QHG Holding is QHG Cayman Limited,registered at an address of the Cayman Islands office ofWalkers, an international law firm.

Jack Boldarin, Walkers managing partner in London, toldReuters the law firm would not be able to confirm whether anycompany was its client, or comment further.

The use of an offshore company is by itself no indication ofwrongdoing, but it can make it impossible to determine the trueowner of an asset from public records.

The Singapore vehicle is also the borrower for Intesa's 5.2billion euro loan, and QHG Holdings, the London partnership thatincludes the Cayman Islands firm, is a guarantor of that debt.

Banking experts say Intesa would be required by "know yourcustomer" rules to verify the borrowers' identities. Regulatorswould exercise heightened scrutiny because of the size of thedeal and the need to comply with sanctions on Russia.

Reuters asked Intesa whether it knew who the beneficialowners of the Cayman company were. The bank replied with astatement: "Intesa Sanpaolo does not comment on the details ofits client operations. But we wish to reiterate that thefinancing was completed with strict adherence to the regulationsapplicable to embargoes. Italian authorities found nothing thatwould prohibit such an operation."

The Italian central bank, which serves as Italy's bankingregulator, declined to comment.

(For a graphic showing the ownership of the privatisedstake, click on: http://tmsnrt.rs/2jJvBpk )

MYSTERY FINANCING

If the full identity of the new owners of the Rosneft stakeis a mystery, so too is the complete source of the funds withwhich they bought it.

Although Qatar has never publicly confirmed how much it hascontributed to the deal or the size of the stake that it bought,Glencore and Rosneft say it contributed 2.5 billion euros. Alongwith the 300 million from Glencore and the 5.2 billion loaned byIntesa, that still leaves a shortfall of 2.2 billion euros.

Glencore has said this additional money came from other,undisclosed banks, including Russian banks, but has given nofurther details. The Qataris and Rosneft have declined tocomment on the source of this funding.

The purpose of Russia's privatisation programme is toattract overseas money to cover a budgetary shortfall caused bylow oil prices and Western sanctions. Putin has therefore bannedRussian state-owned banks from participating in the financing ofprivatisation deals, which would defeat the aim of bringing inforeign capital.

But public records in Singapore show that Russia'ssecond-largest bank, state-controlled VTB, loaned the Singaporevehicle QHG Shares the full 10.2 billion euros that it paid tothe Russian state last month to buy the stake.

VTB held the 19.5 percent Rosneft stake as collateral forthat loan for part of December, before relinquishing it back toRosneft's state-owned parent company Rosneftegaz, which in turnrelinquished it back to the Singapore vehicle when Intesa's loanarrived in January.

VTB and Rosneft say VTB's role in the deal was solely toreduce market turbulence which would have arisen if the 10.2billion euros had arrived abruptly from abroad to be convertedto roubles on the open market.

Apart from saying that its role was to reduce marketvolatility, VTB declined to comment further, including whenasked if the full 10.2 billion euros was paid back, or by whom.

FINDING A BUYER

Rosneft is the world's biggest listed oil company by outputand, along with natural gas export monopoly Gazprom, one of twocrown jewels of the Russian state.

Even at the best of times without the added risk of Westernsanctions, there would only be a few foreign investors with deepenough pockets to buy a big stake.

Glencore, one of the main buyers of Rosneft's crude, hasQatar's $335 billion sovereign wealth fund, the QIA, as itslargest shareholder.

Russia and Qatar have backed opposite sides for years in thewar in Syria, but as the world's two leading natural gasexporters they have good reason to cooperate on energy issuesand bury some of their differences over Middle East policy.

"The idea looked appealing to Qatar. They like investing inenergy. They saw upside in Rosneft. They saw upside in buildingrelations with Russia, whose role in the Middle East politics isonly set to rise," said one source involved in talks amongmembers of the Qatar/Glencore consortium about the purchase.

According to a source close to Rosneft's management board,the deal came as a surprise to Rosneft's shareholders, includingBritain's BP, which itself owns 19.75 percent of Rosneftand is represented on its board.

The Rosneft board learned about the sale from Sechin himselfonly on Dec. 7, several hours after Sechin recorded histelevised meeting with Putin announcing it, the source said.

In response to questions from Reuters, BP said: "Matters ofthe board of directors are confidential."

Two sources in the Russian government said the deal was alsoa surprise there: it had been agreed between Sechin and Putin'sKremlin, above the cabinet. "Sechin did it all on his own - thegovernment did not take part in this," one of the sources said.

Prime Minister Dmitry Medvedev's spokeswoman NataliaTimakova said: "All documents and procedures needed forprivatisation were prepared and executed on time."($1 = 59.2518 roubles)

(Additional reporting by Peter Graff in LONDON, Valentina Za inMILAN, Tom Finn in DOHA, Vladimir Soldatkin, Oksana Kobzeva,Darya Korsunskaya, Polina Nikolskaya, Andrey Ostroukh andVladimir Abramov in MOSCOW; Writing by Dmitry Zhdannikov andPeter Graff)

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