Exclusive-Uniper’s dormant Russian gas contracts may pose hurdle to listing

By Christoph Steitz, Tom Käckenhoff and Vladimir Soldatkin

FRANKFURT/DUESSELDORF/MOSCOW (Reuters) – Uniper, the biggest corporate victim of Europe’s energy crisis, is looking to the courts to solve the issue of its dormant Russian gas supply contracts that could deter investors once it fully returns to the stock market, three people familiar with the matter said.

In 2022, the German government rescued Uniper, once Gazprom (MCX:)’s biggest European customer, after Uniper was forced to pay high prices to purchase supplies to make up for lost Russian gas when Gazprom halted deliveries.

The German group has since replaced Russian gas volumes entirely via other suppliers. Gazprom contracts, however, are still legally in place. They run until 2035 and cover 250 terawatt hours (TWh) of gas, equivalent to a quarter of Germany’s gas demand.

“This problem must be solved because it could create risks for a possible IPO,” said one of the people, who declined to be named due to the sensitivity of the issue, adding it could deter potential investors.

Early preparations to return the 99.12% stake Germany owns in Uniper to the stock market are taking place, and sources told Reuters in February Berlin may seek to sell 20%-30% in a first step next year.

The company’s dormant Gazprom contracts have been suspended but not cancelled since Russia halted gas supplies to Germany in 2022, as a consequence of the conflict in Ukraine, ending decades of reliable supply.

As the European Union has yet to place sanctions on Russian gas, there is no legal framework for Uniper to dissolve the contracts, the sources said.

Christian von Hammerstein, partner at law firm Raue, said the contracts remain in place as long as there is no legal basis for them to be dissolved.

“If Russian gas were sanctioned, then that would be force majeure and then they could also invoke it against Gazprom without being in breach of contract,” he said.

LEGAL DISPUTE

If Gazprom at some point decides to restart deliveries, which analysts say is unlikely but not impossible, Uniper could be obliged to pay for the gas even if it had no need of it, as decreed by the take-or-pay contracts that are a mainstay of the gas industry.

Several other European energy firms still have such contracts with Gazprom, either live or dormant, with some also seeking damages.

In its annual report, Uniper referred to the potential impact of “Gazprom’s future behaviour” on Uniper’s financials, without providing more details.

Uniper is seeking damages of more than 14 billion euros ($15 billion) from Gazprom, the people said, and is expecting a verdict from the Stockholm arbitration tribunal, where it has lodged the claims, during the coming months.

The sources said it was possible the Swedish tribunal in its ruling could create the conditions to declare the existing contracts with Gazprom void, which would enable Uniper to cancel them legally.

Alternatively, should Gazprom decide to resume supplies, Uniper could choose to take the gas until supplies have hit the value of its damage claims, the sources said.

Uniper, which has fully written down all its Russian activities, confirmed that it expects a tribunal verdict in the coming months. It previously said that 250 TWh of contracts with Gazprom still exist.

Gazprom Export, the exporting arm of the Russian company, successfully challenged the case in a St Petersburg court that ruled in March that Uniper and a subsidiary would be fined 14.3 billion euros should they proceed with the arbitration.

“Gazprom has not honoured its delivery obligations since summer 2022, which has led to Uniper incurring billions in gas replacement costs,” Uniper said, declining to quantify the claims.

Germany’s Finance Ministry, which oversees the government’s stake in Uniper, declined to comment.

Gazprom did not respond to a request for comment.

($1 = 0.9323 euros)