Corporate restructuring | |||
TNK-BP management has developed and implemented a comprehensive restructuring program with the main aim to simplify the complicated structure of the TNK-BP group and improve transparency. The interim stage of this project was completed in November 2004, when TNK-BP established a wholly owned Russian subsidiary OJSC TNK-BP Holding registered in Tyumen region. Subsequently, TNK-BP contributed its stakes in three key Russian holding companies: TNK, SIDANCO and ONAKO, to the authorized capital of TNK-BP Holding.
The principal benefits of the restructuring process were:
- Reduce the number of legal entities, streamline business processes and reduce costs.
- Improve transparency to enhance corporate governance.
- Facilitate clear management information for optimal decision-making.
- Ensure fair treatment of all shareholders in a transparent manner.
The corporate restructuring project includes several steps. In 2005 two important steps were successfully implemented: firstly, the key holding companies – TNK, ONAKO and SIDANCO were acceded into TNK-BP Holding. Secondly, the most part of shares in the
The voluntary share exchange program was completed by the end of 2005. This program resulted in about 70% of all minority shareholders in the relevant subsidiaries exchanging their shares for shares in TNK-BP Holding, receiving approximately 2.5% of shares in TNK-BP Holding.
The accession of TNK, SIDANCO and ONAKO to TNK-BP Holding was completed in December 2005, when the three holding companies were liquidated after being merged with TNK-BP Holding. The accession resulted in all the assets and liabilities of the three liquidated holding companies being consolidated within TNK-BP Holding, while all the minority shareholders in those three holding companies received shares in TNK-BP Holding, amounting to about 2.6% of the authorized capital of the company.
In total, as a result of the accessions and the voluntary share exchange program, minority shareholders received about 5% of the shares in TNK-BP Holding.
On June 30, 2009 the Company launched Stage 3 of the Corporate Restructuring process: General Meeting of the OJSC TNK-BP Holding Shareholders made a decision on OJSC TNK-BP Holding restructuring in the form of accession of JSC "SIDANCO-Investments", JSC "Sborsare Management", CJSC "SIDANCO-Securities" and CJSC "Sidanko-Neftepererabotka" to OJSC TNK-BP Holding.
Restructuring of OJSC TNK-BP Holding in the form of accession of JSC "SIDANCO-Investments", JSC "Sborsare Management", CJSC "SIDANCO-Securities" and "Sidanko-Neftepererabotka" (further referred to as the accessed companies) to OJSC TNK-BP Holding was completed on September 25, 2009. Respective entries on cessation of business activities of the above accessed companies were introduced in the Unified State Register of Legal Entities.
TNK-BP Group does not rule out the possibility of further accession of any subsidiaries to OJSC TNK-BP Holding. Analysis of the existing TNK-BP Group organization structure will be continued. Receipt of the analytical findings will be followed by a review of the issue associated with further TNK-BP Group restructuring like possible accession of some oil producing and/or marketing subsidiaries to OJSC TNK-BP Holding. If the restructuring decision is made the Company will launch a process to obtain required approvals of the shareholders, state authorities and other stakeholders related to accession of the above subsidiaries.
