Major shareholders of Uniper
Due to the Russian gas supply curtailments that have been in place since June 2022, Uniper and Fortum agreed on a financial stabilization package for Uniper on 21 September 2022 with the German Government.
Uniper shareholders approved the proposed capital measures by a large majority at the Extraordinary General Meeting on December 19, 2022.
A cash capital increase of €8 billion was carried out at an issue price of €1.70 per share, excluding shareholders' subscription rights, subscribed exclusively by the German government.
In addition, authorized capital of up to €25 billion was created by issuing new shares against cash and/or non-cash contributions (Authorized Capital). The Authorized Capital is to be utilized in tranches. A first tranche of around €5.5 billion at an issue price of €1.70 per share was used for a cash capital increase before the end of 2022.
With the cash capital increase of €8 billion, the number of shares at December 21, 2022 increased from 365.96 million, of which 80.06% were in the hands of our previous main shareholder Fortum, to 5,071,842,353. In the course of the capital increase, the Fortum share package was sold to the Federal Republic of Germany at an agreed €1.70 per share. In total, this gave the Federal Republic of Germany a 98.56% stake in Uniper.
With the subsequent first tranche from the Authorized Capital, the number of shares increased to 8,329,506,651 as of December 22, 2022; the shareholding of the Federal Republic increased accordingly to 99.12%.
In total, around 295,000 shareholders were listed in Uniper's share register as of December 2022. Of the approximately 73 million shares outstanding and not owned by the federal government, around 60% were held by private investors and the remaining shares were held by institutional investors.
For further information on the shareholder structure in the context of reported changes in shares pursuant to sections 33 et seq. German Securities Trading Act (WpHG), see also under: Voting Rights Notifications.
Shareholder structure: Investors |
|
|---|---|
Federal Republic of Germany |
99.12% |
Institutional investors |
0.32% |
Retail investors |
0.55% |
Sources: Uniper share register
As of 31 December 2022
Shareholder structure: Investors by country/region |
|
|---|---|
Germany |
99.8% |
Europe |
0.1% |
Rest of World |
0.1% |
Sources: Uniper share register
As of 31 December 2022
History - Fortum as major shareholder
Fortum to sell its share package to the federal government in December 2022
In September 2022, Uniper and Fortum had agreed with the German government on a financial stabilization package for Uniper. Among other things, this provided in a bilateral agreement between the federal government and Fortum for the acquisition of the 80.06% Uniper share package at a price of €1.70 per share. This transaction was implemented on December 21.
Fortum new Uniper major shareholder since June 2018
E.ON SE ceased to be a major shareholder in 2018. On January 8, 2018, E.ON SE exercised its right to tender its 46.65% stake in Uniper SE as part of Fortum Deutschland SE’s takeover offer dated November 7, 2017. After the further acceptance period expired, Fortum Deutschland SE announced on February 7, 2018, that the offer had been accepted by Uniper shareholders holding a total of 172,439,375 shares. This corresponded to around 47.12% of the share capital and voting rights of Uniper SE.
On June 26, 2018, Fortum Deutschland SE announced that the takeover offer of Fortum Deutschland SE to the shareholders of Uniper SE had been completed. The takeover was subject to approval in various jurisdictions. According to the information published by Fortum Oyj, Fortum is entitled to hold additional Uniper shares up to a total of 49,99%, subject to the approval of the Russian regulatory authorities. Also on June 26, 2018, the Republic of Finland notified Uniper that its share of the voting rights in Uniper SE held directly by Fortum Deutschland SE amounted to 47.37% at that time. Fortum Deutschland SE is an indirect 100% subsidiary of Fortum Oyj, Espoo, Finland.
Fortum increased share of voting rights to 49.99% at the end of 2018
According to Fortum Oyj’s public announcement of February 1, 2019, the share of voting rights in Uniper SE attributable to Fortum Oyj amounted to 49.99% as of December 31, 2018.
Other major shareholders at the end of 2018: According to a voting rights notification, dated January 7, 2019, Paul E. Singer (Elliot Management) and companies controlled by him held 17.84% of the voting rights in Uniper SE on December 31, 2018 (3.84% of which were directly held). According to shareholder identification, Asset Manager Knight Vinke was another major shareholder of Uniper at the end of 2018 with a stake of more than 5%.
Fortum agreed in October 2019 to acquire majority stake in Uniper
On 8 October 2019, the Republic of Finland, majority owner of the energy company Fortum Oyj, informed that a threshold had been exceeded. In addition, the company has secured 23.41% of its voting rights by means of instruments according to the voting rights notification. The number of Uniper shares held directly remained unchanged at 49.99%. Fortum had previously informed the public that it had entered into agreements with Elliott and Knight Vinke to acquire more than 20.5% of Uniper shares. The closing of this transaction is subject to regulatory approvals in Russia and the USA. Fortum expects the transaction to be completed by the end of the first quarter of 2020.
Fortum is majority shareholder of Uniper since end of March 2020
On March 26, 2020, Fortum announced to have closed the first tranche of the agreement to purchase the Uniper shares held by Elliott Management Corporation and its affiliates and Knight Vinke Energy Advisors Limited and its affiliates. Fortum raised its stake from 49.99 % to 69.56 % of the shares and voting rights in Uniper. On May 08, 2020, the second and final tranche of the agreement to purchase the remaining Uniper SE shares held by Elliott Management Corporation and its affiliates was closed. The 3.84 % share purchase increased Fortum’s holding to 73.4 % of the shares and voting rights in Uniper.
After the main shareholder Fortum exceeded the threshold of 75% as of August 17, 2020, a stake in Uniper of 76.06 % was recorded as of year-end 2020. In the course of 2021, this share was slightly increased. According to the information available to Uniper, Fortum had a shareholding of 77.96 % as of the balance sheet date on December 31, 2021.
