OAO Gazprom
GAZPROM - THE SECOND PHASE OF RESTRUCTURING!

GAZPROM AMALGAMATES ASSETS

Alexey Grivach
Vremya Novostei, 25 May 2004

Gazprom’s Management Committee ratified yesterday a Conception targeted at the consolidation of the Company and its subsidiaries’ gas distribution assets within the new Mezhregiongazholding firm. Sources in the Concern say that this is the 1st serious change within the 2nd phase of Gazprom’s restructuring launched a month ago by Alexey Miller, Gazprom’s Management Committee Chairman. According to Vremya Novostei’s data, Mezhregiongazholding’s non-controlling stake is planned to be later on offered to investors set to channel money into the business promotion.

Mezhregiongazholding will receive gas distribution networks and shares (worth a total of RUR 22.2 billion) from Gazprom, its transmission subsidiaries as well as Mezhregiongaz and its affiliates, including Regiongazholding and regional gas companies. According to the Concern’s Press Service, Mezhregiongazholding will own 206 gas distribution companies operating 75% of the country’s gas distribution pipelines (403 thousand km) and carrying 58% of overall gas consumed domestically (some 158 bcm) to 75% of Russia’s settlements. At an initial stage, the new firm’s shares will be divided among Mezhregiongaz (99%) and Lentransgaz (1%), Gazprom’s 100% subsidiaries, with the view of observing legislative formalities that require more than one member for a publicly-run joint-stock company. This type of a corporate structure was chosen by Gazprom’s executive leadership to attract a third-party investor to the sector.

According to a source within Gazprom, after consolidating the Group’s gas distribution assets under its ownership, Mezhregiongazholding will transfer its controlling stake to Gazprom and the remainder will be sold off on the market. “We intend to consolidate gas transmission via low-pressure networks at the parent distribution company’s level just like it was done with other core businesses: gas production and transmission. At the same time, we’ve got plans to lure investors into gas supply expansion and network management projects,” – maintained a Vremya Novostei interviewee.

Despite prior involvement in the talks with Grigory Beryozkin, CEO of the ESN Holding Company, Gazprom has decided to reject the idea of transferring its gas distribution assets, id those of Regiongazholding, under ESN’s ownership. Several months ago the matter was urgently removed from the Regiongazholding’s Board of Directors’ meeting agenda “as not being in line with the Gas Monopoly’s core shareholder’s interests.” Shortly after this, Gazprom started developing the Asset Consolidation Conception ratified yesterday.