Against the background of the restrictions on Russian gas supplies that began in June 2022 and the resulting financial losses, the German Federal Government, Uniper and Fortum have agreed on a financial stabilization package for Uniper on September 21, which was finalized on November 23, 2022.
On December 19, 2022, a framework agreement between the Federal Government and Uniper was concluded, which concretizes the measures to stabilize Uniper.
The common goal of the Federal Government and Uniper is not only to ensure security of supply, but also to help establish a sustainable energy supply in Germany and thus also give the company and its employees a perspective for the future.
This financial stabilization package of measures is based on three pillars:
- A short-term provision of liquidity by the state-owned KfW bank for the settlement of energy trading transactions and interim financing of gas curtailment losses.
- A cash capital increase of €8 billion at an issue price of €1.70 per share excluding shareholders' subscription rights. Fortum sells its share package in full directly to the Federal Government at €1.70 per share after the Uniper EGM as part of the first capital measure.
- Authorized Capital of up to €25 billion is to be created by issuing new shares against cash and/or non-cash contributions, as the initial cash capital increase of €8 billion will not be sufficient on its own to stabilize Uniper. The Authorized Capital is to be utilized in tranches with the first tranche for a cash capital increase foreseen before the end of 2022. The resulting new shares will also be issued to the Federal Government or a unit of the Federal Government at an issue price of €1.70 per share (also excluding shareholders' subscription rights).
On December 19, 2022, Uniper’s shareholders approved the proposed capital measures at an Extraordinary General Meeting by a large majority.
EU Commission approval
The EU Commission approved the stabilization package for Uniper under state aid law on December 20, 2022.
As part of the approval, the EU Commission set out a number of structural remedies that Uniper must fulfil. The company will make the following divestments of assets, the last of which must be completed at the latest by the end of 2026:
- 84% stake in the Unipro business, Russia,
- Hard-coal-fired power plant in Datteln, Germany,
- Uniper’s district heating business, Germany,
- North America power business, excluding the gas portfolio, LNG and hydrogen-related capabilities,
- Marine fuels business Uniper Energy DMCC, Middle East,
- Gas-fired power plant in Gönyu, Hungary,
- 20% stake in the OPAL pipeline,
- 20% indirect stake in the BBL pipeline,
- 18% stake in the gas company Latvijas Gaze, Latvia,
- International helium business.
Uniper has also committed itself to a number of market-opening remedies, such as, for example, the obligation not to expand its market position in sales, to adjust its long-term gas contract portfolio, and to grant competitors access to transport and storage capacities.
Until the end of 2026, Uniper may also only make acquisitions that are necessary to ensure the continued viability of the company or to drive the decarbonization of Uniper's business. The acquisitions will be subject to approval by the EU Commission.
In addition, according to the EU approval the arbitration claim against the Netherlands on the basis of the Energy Charter Treaty must be withdrawn.
Furthermore, the EU approval is based upon the logic that Uniper will make an own contribution of 30% per year from its adjusted earnings before interest and taxes excluding losses from gas replacement costs, between 2022 and 2024. If, at the end of 2024, Uniper's equity capitalization is higher than before the crisis, Uniper will be obliged to repay the excess amount to the German Federal Government by appropriate means.
As part of the EU approval, the German Federal Government agreed to reduce its shareholding to a maximum of 25% plus one share by 2028 at the latest.