2011/8/23　日本経済新聞   

英BPとロシア合弁株主　訴訟合戦

英石油大手BPと、同社のロシア合弁会社TNK-BPのロシア側株主との間で訴訟合戦が起きている。BPとロシア国営石油大手ロスネフチとの業務・資本提携合意により、TNK-BPが多額の損害を被ったとして、大株主AARや少数株主が訴訟手続きに相次ぎ着手。これに対し、BPは別件でロシアの大株主を訴える意向を明らかにした。ロシアの投資環境やBPの業績悪化への懸念が強まりそうだ。
TNK-BPには少数株主が約5%出資、残りをBPとAARが折半している。BPは1月にロスネフチと北極大陸棚での油田共同開発や株式の相互持ち合いを柱とする提携で合意。これに反発して訴えたAARとの間で、和解が成立せずロスネフチとの提携は5月に白紙に戻った。

2011/5/18　BPとRosneft との提携、白紙に　

AARはさらに8月中旬、BPはロスネフチとの提携合意により「ロシア事業ではTNK一BPを優先する」との株主間合意を破ったとして、ストックホルム仲裁裁判所に審理開始を要請する書簡を送付。BPに対して最大で100億ドル(約7600億円)の損害賠償を求める方針だ。TNK-BPが被った損害として、北極大陸棚開発への参入機会を失ったことやロスネフチとの関係悪化を挙げているもようだ。

TNK-BPのロシアの少数株主も西シベリアのチュメニ州仲裁裁判所でへBPに約870億ルーブル(約2400億円)の損害賠償を求める訴えを起こした。9月21日に予備審理が開かれる。

Andrei Prokhorov
 widely believed to be acting in the interests of the tycoons who control the Russian half of TNK-BP.

ロシア有力紙コメルサントなどによると、ロシア側の訴訟の動きに対して、BPは8月上旬、AARに参加するロシアの企業グループ「レノバ」に、仲裁裁判所に訴える意向を伝えた。レノバがロシアなどで天然ガス関連の資産保有を続けていることが、TNK-BPの株主間合意に反すると主張しているという。
BPとロヌネフチの業務・資本提携に対しては、ロシアのプーチン首相が「このプロジェクト(北極大陸棚の共同開発)に最も好ましい税制上、行政上の条件を整える」と述べ「お墨付き」を与えていた。だが、提携が白紙に戻り、相次ぐ訴訟へと問題がこじれたことで、対ロ投資の難しさが浮き彫りになりつつある。
BPが敗訴した場合、多額の賠償金の支払いを命じられる懸念がある。メキシコ湾での原油流出事故関連の出費による打撃から業績が回復してきたときに、新たなマイナス要因をもたらしかねない状況だ。

2011/8/19　Global Energy Watch　

BP's Russia problems mount with $3 bn claim

BP's problems in the high-stakes Russian oil market mounted Friday with news that a Siberian court had set a hearing into a $3 billion claim by a local shareholder against the British energy giant.

The long-anticipated announcement came in the wake of this year's failed bid by BP to strike an unprecedented share swap and joint Arctic oil exploration agreement with the Russian state-held giant Rosneft.

The May setback forced BP to reassess its growth strategy and jeopardized the health of TNK-BP -- the lucrative joint venture it created in Russia with a group of local tycoons in 2003.

July 20, 2011 Financial Times

Minority shareholders set to sue TNK-BP

Minority shareholders of TNK-BP, the Anglo-Russian oil group, are preparing legal action to claim billions of dollars of damages over BP’s failed bid to form a strategic partnership with Rosneft, the Russian state oil company.

2011/8/10

A group of minority shareholders in BP PLC's (BP) Russian joint venture TNK-BP said Wednesday they would claim 87 billion rubles ($2.96 billion) in damages from the U.K. oil major, as a dispute over a failed tie-up with state oil producer OAO Rosneft (ROSN.RS) heats up.

The claim comes just a day after BP hit back at its billionaire partners in TNK-BP, accusing one of them of violating their shareholder agreement.

BP’s plan to partner Rosneft in an equity swap and Arctic exploration venture collapsed after AAR, the Russian shareholders in TNK-BP, successfully challenged the deal at a tribunal in Stockholm claiming it breached their shareholders agreement with the UK oil group.

A court in Tyumen in Siberia upheld a claim by a group of minority shareholders in TNK-BP Holding to secure evidence paving the way for them to claim damages incurred as a result of the failure of the deal.

BP said the minority shareholders were pursuing a “groundless action” that it would vigorously contest. BP negotiated to buy AAR’s shares in TNK-BP after the deal with Rosneft collapsed but failed to reach an agreement with the Russian shareholders.

“The deal is now off the table,” a BP spokesman said. “We are not going back to that. We have moved on.”

Liniya Prava, the law firm representing the minority shareholders, said the court had ordered TNK-BP Holding, TNK-BP Management and BP Exploration Operating Company to submit documents related to preparations for the BP-Rosneft deal within two weeks.

The lawsuit named two BP officials, Peter Charrow and Richard Sloan, who have served on the board of TNK-BP Holding.

“We consider that TNK-BP Holding inflicted significant damages as a result of the actions of Peter Anthony Charow and Richard Scott Sloan, who made it impossible for TNK-BP Holding to participate in the strategic partnership with Rosneft, Liniya Prava said in a statement.

“According to preliminary estimates the company’s losses could amount to several billion dollars.”

Once the minority shareholders complete a review of the documents they intend to file a law suit in the Tyumen arbitration court.

The court case is a setback for BP which has said it wants to put its failed partnership with Rosneft behind it and rebuilt a constructive relationship with AAR.

TNK-BP Holding is 95 per cent controlled by TNK-BP and the remaining 5 per cent is listed in Moscow.

A source at AAR said the Russian shareholders in TNK-BP were not party to the litigation but had been informed by the lawyers representing the minority shareholders about the nature of the lawsuit and their claims against BP executives.

“The minorities’ lawsuit revolves around the same issues which AAR has raised with the Stockholm Tribunal, namely BP’s breach of the TNK-BP shareholder agreement with AAR and the damages suffered by TNK-BP as a result of this breach,” the source said.

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Apr 12, 2011　Reuters

TNK-BP plans to sue BP, seeks $10 billion in damages - report

The management of TNK-BP is planning to sue BP, claiming BP breached the joint venture's shareholder agreement, the Financial Times said on Tuesday.

Citing unidentified sources close to TNK-BP, the newspaper said TNK-BP's management will seek damages of up to $10 billion (6.1 billion pounds), claiming it lost an opportunity to explore in the Russian Arctic because of BP's actions.

"TNK-BP is preparing documents with minority shareholders in TNK-BP Holding for lawsuits against BP for not informing us of the opportunity with Rosneft and for not winning the agreement of the shareholders," the newspaper quoted a member of the TNK-BP management team as saying.

BP suffered another setback last Friday to its efforts to partner with Rosneft, the state-controlled Russian oil major, when arbitrators upheld an interim injunction against a proposed $16 billion share-swap.

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16 August 2011 Bloomberg

AAR Seeks Final Ruling on BP-Rosneft Deal

BP's billionaire partners in local oil venture TNK-BP requested a final ruling on whether the British explorer breached a shareholder agreement in seeking an Arctic alliance with Rosneft this year.

The Stockholm Arbitration Tribunal may hear the case this fall, said AAR, the group that represents partners Mikhail Fridman, German Khan, Viktor Vekselberg and Len Blavatnik. BP has caused TNK-BP "substantial damages and has hampered the company's ambitions, both domestically and internationally," AAR's chief executive officer Stan Polovets said in a statement.

BP's January proposal to set up a venture and swap shares with Rosneft collapsed in May after AAR blocked the deal, saying TNK-BP had exclusive rights to pursue oil and gas opportunities for BP in Russia.

"We expect the next hearing of the tribunal to finally bring an end to the recent unpleasant episode in our relationship with BP," Polovets said. AAR isn't seeking a ruling on financial compensation in its appeal to the tribunal.

"We don't believe there have been any losses suffered," Robert Wine, a London-based spokesman for BP, said Monday.

BP is pursuing a claim of its own, challenging Vekselberg's Renova Group over the alleged breach of the shareholder agreement. Kommersant reported on Aug. 8 that the British company had questioned Renova's ownership of natural gas distribution assets and a kerosene refueling unit in Russia.

Separately, a group of TNK-BP minority shareholders said last week that they're suing BP and two TNK-BP directors for 87 billion rubles ($3 billion) in damages after the deal with Rosneft collapsed. AAR said that while it's aware of the claim, it's "not a party" to the litigation.

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August 09, 2011　Dow Jones Newswires　

BP Takes TNK-BP Shareholder to Arbitration

- BP accuses TNK-BP partner of violating shareholder agreement
- AAR shareholder Vekselberg denies wrong-doing
- BP's effort comes as Stocholm arbitration panel considers AAR case against BP
- BP and AAR acknowledge that talks on potential buyout of AAR stake are unlikely to be revived

Less than three months after BP PLC's (BP) Russian billionaire partners in TNK-BP Ltd. derailed an Arctic alliance with Russia's top state oil company, the U.K. oil major is now hitting back at its partners, accusing one of them of violating their shareholder agreement.

A spokesman for Soviet-born business tycoon Viktor Vekselberg, who holds a 12.5% stake in the TNK-BP oil joint venture through his Renova Holding, said BP filed the arbitration notice Friday. The notice alleges that Renova violated the shareholder agreement between BP and Alfa-Access-Renova, or AAR, the consortium of billionaires who jointly control TNK-BP with the U.K. energy giant.

The move to fire back at its partners in the TNK-BP joint venture comes after BP's attempt to form a strategic alliance with Rosneft collapsed in May, following a legal victory by its partners in TNK-BP.

The billionaire partners claimed the Rosneft deal, which included an Arctic exploration project and a $16 billion share swap, would violate the TNK-BP shareholder agreement that requires BP and AAR to offer TNK-BP any energy proposals in Russia before working with others.

A person close to BP said Friday's notice is part of an ongoing arbitration case initiated by Alfa-Access-Renova. In a move designed to win billions of dollars in compensation from BP for alleged damage done to the joint venture, the Russian partners have asked a Stockholm arbitration panel to rule on whether the U.K. company breached their shareholder agreement when pursuing the tie-up with Rosneft.

"The arbitration is still ongoing and this forms part of it. The arbitration panel has never ruled on the breach," said the person close to BP, who asked not to be named. "It's the same arbitration hearing as before - it never stopped."

Meanwhile, a person close to AAR claimed the arbitration against Renova is a new move by BP aimed to "prolong the Stockholm arbitration and delay the ruling by the tribunal."

BP alleges that Vekselberg exceeded the shareholder terms by holding large natural gas and fuel assets through his IES Holding Ltd., Russia's largest private power supply company.

The Renova spokesman maintained that the holding company hasn't violated the terms of the TNK-BP shareholder agreement.

"The fact that BP is only now instigating proceedings leads us to believe that it might be building a defense against potential further attacks from AAR," said Dmitry Loukashov, analyst at VTB Capital.

In May, the parties were close to a deal under which BP and Rosneft would have bought out AAR's stake in TNK-BP for more than $32 billion in cash and stock. But the transaction collapsed at the last minute over legal disagreements. BP and AAR both acknowledge talks on a buyout are unlikely to be revived.

　

2012/6/1  BP                                  Sinopec, Cnooc Eye BP's Stake In TNK JV

BP Notifies Partners of its Intention to Pursue a Potential Sale of its Interest in TNK-BP

BP announced today that it has received unsolicited indications of interest regarding the potential acquisition of its shareholding in TNK-BP.

In light of these unsolicited approaches and consistent with its commitment to maximising shareholder value, and its obligations under the Shareholder Agreement, BP has notified Alfa Access Renova of its intention to pursue a potential sale.

There can be no guarantee that any transaction will take place.

A further announcement will be made when and if appropriate.

Notes to editors

TNK-BP is a leading Russian oil company, owned equally by BP and Alfa Access Renova. The company was formed in 2003 as the result of the merger of BP's Russian oil and gas assets and the oil and gas assets of Alfa Access Renova.

TNK-BP is vertically integrated with a diversified upstream and downstream portfolio in Russia and Ukraine and international interests in Brazil, Venezuela and Vietnam.

2012/6/2 日本経済新聞

英ＢＰ、ロシア合弁解消の意向表明　大株主と対立で

　英石油大手BPは1日、保有しているロシアの同業大手TNK-BPの発行済み株式約50％を売却し、ロシアの投資家グループＡＡＲとの合弁を解消する意向を明らかにした。2011年１月にロシア国営ロスネフチとの資本・業務提携を発表して以降、ＡＡＲとの対立が激しくなり、合弁の継続を断念する。合弁解消はＢＰの収益に打撃を与えかねず、対ロ投資の難しさも示している。

　ＢＰは１日、ＡＡＲがＴＮＫ―ＢＰの株式購入に関心を持っているとして「ＡＡＲ側に株式売却の意向を伝えた」と発表。ＴＮＫ―ＢＰは03年、ロシアの新興財閥を率いるミハイル・フリードマンとビクトル・ベクセルベルク、米投資家レオナルド・ブラバトニクの３氏が出資するＡＡＲと折半で設立していた。

　ＴＮＫ―ＢＰは石油生産量が最大手ロスネフチなどに続くロシア３位で、ＢＰにとってもグループの生産量の約３割を占める大きな収益源だった。欧米企業による対ロ投資の代表的な成功例とみなされており、欧米流の経営手法の導入や高額の配当でも知られていた。

　ＢＰとＡＡＲの対立は11年１月、ＢＰがロスネフチとの間で株式の相互持ち合いと、北極海の大陸棚の共同開発で合意を発表した時に表面化した。ＡＡＲ側が「ＢＰのロシア事業はＴＮＫ―ＢＰを優先するとの株主間の合意がある」と主張。同年５月に提携は破談に追い込まれた。

　さらに、ＡＡＲ側は11年夏、ＢＰとロスネフチの提携交渉がＴＮＫ―ＢＰの経営に悪影響を与えたとして、ＢＰを相手取り損害賠償を求める訴訟を起こした。これに対し、ＢＰもＡＡＲの出資者ベクセルベルク氏の会社を訴えると応酬。５月28日にはＡＡＲのフリードマン氏がＴＮＫ―ＢＰの会長職を辞任すると表明し、対立の解消は難しくなっていた。

　焦点は、ＢＰとＡＡＲの株式売買の交渉に移る。ＢＰは11年春、ＡＡＲが保有するＴＮＫ―ＢＰ株の買い取りを非公式に打診しており、価格は270億ドル（約２兆1000億円）だったとされる。売買価格を巡る双方の間で開きが大きく、合意は成立しなかった。

　ＢＰはＴＮＫ―ＢＰとの合弁解消後、ロスネフチとの業務・資本提携を再び模索する可能性がある。資源エネルギー業界に大きな影響力を持つセチン前副首相が社長を務めるロスネフチは昨年８月以降、米エクソンモービルなど欧米メジャーと有望な大陸棚開発で相次ぎ提携を実現している。

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2012/6/3  4-traders.com 

Sinopec, Cnooc Eye BP's Stake In TNK JV - Report

China Petroleum & Chemical Corp., or Sinopec, and Cnooc Ltd. are eyeing up BP PLC's GBP14 billion half stake in its Russian TNK-BP  joint energy venture, The Mail on Sunday reports.

The newspaper said Rosneftegaz has also been instructed by the Russian government to approach BP.

Meanwhile, BP has told leading shareholders they could be in line for a GBP10 billion windfall from the sale of its stake, The Sunday Telegraph reports.

One top 10 shareholder said, "(BP) will keep half the money for new assets and give half back to shareholders," according to the newspaper.

2012/7/18 BP

BP Begins Next Stage in TNK-BP Sale Process

BP announced today that it is beginning the next stage in the process, required under the TNK-BP shareholder agreement, regarding the potential sale of its shareholding in TNK-BP.

This follows the decision of Alfa Access-Renova to exercise its right to enter a period of negotiation to purchase part/ all of BP’s 50 per cent share in TNK-BP.
As a result BP will tomorrow enter into a 90-day period of “good faith” negotiations with Alfa Access-Renova as required by the TNK-BP shareholder agreement.

BP is also able to and will enter into negotiations with other interested parties in parallel for the sale of its share in TNK-BP.

There can be no guarantee that any transaction will take place.

A further announcement will be made when and if appropriate.


Notes to editors

TNK-BP is a leading Russian oil company, owned equally by BP and Alfa Access Renova. The company was formed in 2003 as the result of the merger of BP’s Russian oil and gas assets and the oil and gas assets of Alfa Access Renova.

TNK-BP is vertically integrated with a diversified upstream and downstream portfolio in Russia and Ukraine and international interests in Brazil, Venezuela and Vietnam.
　

Oct 22, 2012 Associated Press 　　　BP発表

Russia's Rosneft buys out TNK-BP

Russian state-owned oil giant Rosneft strengthened its hold on the country's lucrative oil industry when it sealed a deal Monday to buy TNK-BP, the 50-50 joint venture between BP, the British energy country, and a group of Russian oil oligarchs.

The deal will allow Rosneft, already the country's top oil producer, to increase its global profile. The new combined company will leapfrog ExxonMobil Corp. to become the world's largest publicly traded producer of oil and gas, in terms of output. ExxonMobil's latest earnings show its daily output at 4.2 million barrels of oil, below the expanded Rosneft's projected 4.6 million.

As part of the deal, BP succeeds in unloading its stake in a troublesome joint-venture. In return, it gets $17.1 billion in cash from Rosneft and a 12.84 percent stake in Russia's biggest oil company. The British company is also planning to use some of the money it's reaped from the sale to raise its stake in Rosneft to 19.75 percent. BP will also get two seats on the Russian company's nine-member board.

In a parallel development, Rosneft said it had agreed to buy the other 50 percent in the joint venture from AAR, for $28 billion, and that the deal was "entirely independent of the transaction with BP." AAR confirmed that a memorandum of understanding has been signed, but added that it is still subject to other conditions.

Rosneft, formed in 1993 out of the former Soviet state oil and gas authority, is currently 75 percent owned by the government. The remaining shares are either traded publicly on the Russian stock market or owned by the company and its managers. It is not yet clear how much of Rosneft's existing shares BP will take or if the Russian company will have to issue new stock to seal the deal.

Rosneft CEO Igor Sechin broke the news about the deal Monday afternoon to President Vladimir Putin, telling him that the deal would be worth about $61 billion.

"This is a good big deal which is important not only for Russia's energy sector but for the entire Russian economy," Putin said in remarks carried by Russian television.

Sechin told Russian news agencies following his meeting with Putin that Rosneft would probably use loans from foreign banks as well as funds raised from the sale of non-core assets to pay for TNK-BP. Rosneft should expect to take over TNK-BP entirely within the next six months, he said.

Russia is an important part of BP's business, accounting for a quarter of its oil production. BP Chief Executive Bob Dudley has looked to the country's vast oil resources as a key ingredient to the company's recovery from the disastrous oil spill in the Gulf of Mexico.

The TNK-BP joint venture has been troublesome — albeit lucrative — for BP. Dudley served as TNK-BP's chief executive until summer 2008 when he was forced to leave Russia after being denied a visa. Dudley and TNK-BP's Russian billionaire shareholders have had serious disagreements over the company's long-term strategy and Dudley subsequently complained that the Russian shareholders were behind a campaign of harassment.

In 2011, relations worsened when BP tried to strike a separate partnership with Rosneft to explore for oil beneath the Arctic Ocean. AAR subsequently sued and got the deal blocked, alarming BP investors.

Dudley said in the statement on Monday that "BP intends to be a long-term investor in Rosneft - an investment which I believe will deliver value for our shareholders over the next decade and beyond."

Ildar Davletshin, an oil and gas analyst at Renaissance Capital, said the deal "strategically looks very positive for BP" which has replaced "a private partner for a strategic national company which has much bigger access to resources in Russia and has much bigger political support in this country."

Davletshin added that Rosneft will more likely be run "in the interests of shareholders" rather than serving the Kremlin's political agenda since BP will have two board members. Rosneft has been involved in an array of overseas projects largely viewed as unprofitable but designed to prop up the Kremlin's foreign policy.

Sechin sounded optimistic about their tie-up with BP, saying that his company "would benefit from BP's experience and its track record of implementing best international practices in Russia."

Rosneft shares jumped more than 3 percent on the announcement but rolled back to trade only 1.6 percent higher at 218 rubles per share.

BP shares were up 0.57 percent to 453 pence following the announcement.

Ratings agency Fitch last week warned Rosneft of a possible rating downgrade because of the TNK-BP deal. Fitch said the Russian company should have no problems raising the money to pay for 50 percent, but said the purchase of the other 50 percent could require so much borrowing that it could lead to a downgrade.

22 October 2012

BP Agrees Heads of Terms to Sell its TNK-BP Shareholding to Rosneft

Payment by Rosneft to be a mix of $17.1 billion in cash, and shares representing 12.84 per cent of Rosneft
BP intends to use $4.8 billion of the cash consideration to purchase a further 5.66 per cent of Rosneft from the Russian government
On completion of the proposed transaction, BP expects to hold 19.75 per cent of Rosneft shares, including BP’s existing holding of 1.25 per cent, and to have received $12.3 billion in cash

BP today announced that it has signed heads of terms to sell its 50 per cent share in TNK-BP to Rosneft, the major Russian integrated oil and gas company. Under the heads of terms Rosneft has agreed in principle to buy BP’s share in TNK-BP.

The proposed transaction consists of two tranches:

(i) BP would sell its 50 per cent shareholding in TNK-BP to Rosneft for $17.1 billion in cash and Rosneft shares representing a 12.84 per cent stake in Rosneft;

(ii) BP intends to use $4.8 billion of the cash consideration to acquire a further 5.66 per cent stake in Rosneft from the Russian government. BP would acquire the Rosneft shares from the Russian Government at a price of $8 per share (representing a premium of 12 per cent to the Rosneft share closing price on the bid date: 18 October 2012).
Signing of the definitive agreements is conditional on the Russian government agreeing to the sale of the 5.66 per cent stake in Rosneft and it is intended that the TNK-BP sale and this further investment in Rosneft would complete on the same day. Therefore, on completion of the proposed transaction, BP would acquire a total 18.5 per cent stake in Rosneft and net $12.3 billion in cash. This would result in BP holding 19.75 per cent of Rosneft stock, when aggregated with BP’s 1.25 per cent current holding in Rosneft. At this level of ownership, BP expects to be able to account for its share of Rosneft’s earnings, production and reserves on an equity basis. In addition BP expects to have two seats on Rosneft’s nine person main board.

In accordance with the heads of terms, BP and Rosneft have an exclusivity period of 90 days to negotiate fully-termed sale and purchase agreements. After signing definitive agreements, completion would be subject to certain customary closing conditions, including governmental, regulatory and anti-trust approvals, and is currently anticipated to occur during the first half of 2013. In addition, BP will agree not to dispose of any of the Rosneft shares acquired in the transaction for at least 360 days following the completion of the transaction.

BP's chairman Carl-Henric Svanberg said: "This is an important day for BP. Russia is vital to world energy security and will be increasingly significant in years to come. Russia has also been an important country for us over the past 20 years. Our involvement has moved with the times. TNK-BP has been a good investment and we are now laying a new foundation for our work in Russia.
"Rosneft is set to be a major player in the global oil industry. This material holding in Rosneft will, we believe, give BP solid returns. We consider that this is a deal which will deliver both cash and long term value for BP and its shareholders. It provides us with a sustainable stake in Russia’s energy future and is consistent with our Group strategy.

"Over the coming months we will work hard to complete the transaction and we look forward to the next step of deepening our already strong relationship with Russia.”

BP's group chief executive Bob Dudley said: "This investment builds on BP’s track record of value creation in Russia. It is consistent with our strategy of deepening our positions in the world’s most prolific oil and gas regions.

"BP intends to be a long term investor in Rosneft – an investment which I believe will deliver value for our shareholders over the next decade and beyond.

"Rosneft is a company working to become a global leader in the sector. It is developing its substantial asset base with new technologies and improving its management processes and corporate governance. As a major investor BP looks forward to being able to contribute to Rosneft's success and add value through our participation on the Board. In this regard BP is supportive of Rosneft's intention to pursue further equity in TNK-BP in due course."
BP intends to retain the shares resulting from the proposed transaction, and will evaluate how the cash proceeds will be utilised. At minimum BP's intention is to offset any dilution to earnings per share as a result of the sale of its interest in TNK-BP as well as continue with its progressive dividend policy.

BP supports Rosneft in its plans to acquire additional equity stakes from other shareholders in TNK-BP.

This proposed transaction would constitute a Class 2 transaction under UK Listing Rules.

Morgan Stanley & Co. Ltd. is acting as principal financial advisor to BP on the proposed transaction. UBS Investment Bank is acting as financial advisor and corporate broker to BP. Goldman Sachs International, Lambert Energy Advisory Ltd. and Renaissance Capital have also each acted as financial advisors. Credit Suisse Securities (Europe) Ltd. has provided a fairness opinion to BP's Board on the proposed transaction. Linklaters LLP are acting as principal legal advisors on the proposed transaction.
Notes to editors:

The proposed sale of the TNK-BP shareholding to Rosneft consists of a cash element of $17.1 billion and 1,360,449,797 Rosneft shares. Shares in Rosneft traded at close of business on the bid date (18 October 2012) at $7.13.
TNK-BP is a vertically integrated Russian oil company with a diversified upstream and downstream portfolio in Russia and Ukraine. TNK-BP is Russia’s third largest oil producer, employs c.50,000 people and operates in nearly all of Russia's major hydrocarbon regions, including: West Siberia (in the Tyumen, Khanty-Mansiysk, Yamal-Nenetsk and Novosibirsk Regions), the Volga-Urals (in the Orenburg and Saratov Regions) and East Siberia (in the Irkutsk Region). Average daily production of TNK-BP in 2011 was 1.987 million boe/d, including the interest in Slavneft.
TNK-BP is accounted for in BP's consolidated financial statements using the equity method of accounting for investments in associates. The value attributed to TNK-BP in BP's consolidated balance sheet as at 30 June 2012 was $10,715 million and BP’s share of net income for the year ended 31 December 2011 was $4.1 billion.
In 2011 Rosneft, a fully integrated national oil and gas company, produced 2.45 million barrels a day of oil, up 52 per cent since 2006. As at the end of 2011, Rosneft’s proved developed reserves stood at 9.96 billion barrels of oil equivalent (boe) with proved undeveloped reserves of 8.39 billion boe.
Rosneft’s proved oil reserve replacement ratio was 127 per cent in 2011. It has begun a programme to develop its substantial tight oil reserves, recently estimated at 5.8 billion barrels.

Last year Rosneft’s net income totalled $10.8 billion. Rosneft’s dividend for 2011 was 25 per cent of IFRS net income.
BP has a long relationship with Rosneft including an alliance that started in 1998 to explore the Russian continental shelf offshore Sakhalin. Rosneft and BP are 50/50 owners of the 530,000 barrels a day German refining joint venture Ruhr Oel GmbH.
Today’s announcement marks a further stage in a process that began in June when BP announced its intention to sell its share in TNK-BP. Since then BP held detailed negotiations with Rosneft and Alfa Access Renova.

2012/11/13  BP 

BP and AAR Settle All Outstanding Disputes

BP and AAR, joint shareholders in TNK-BP, today announced that they have reached a comprehensive agreement to settle all outstanding disputes between them, including the current arbitrations brought by each against the other.

The agreement includes an immediate waiver of the new opportunities provision in the TNK-BP shareholder agreement, allowing each party to explore new opportunities and partnerships in Russia and the Ukraine, effective immediately.

The parties have agreed to work constructively together with each other and with Rosneft to progress their respective disposals of their shareholdings in TNK-BP.