Federal government acquires 99% stake in Uniper

27 September 2022

The German Federal government, Uniper and Fortum agreed on 21 September an amendment to the package of measures announced on 22 July this year that is intended to ensure the long-term stabilisation of Uniper in light of the further deteriorating situation in the energy markets. The amended stabilisation package will enable Uniper to continue to fulfil its system-critical role in Germany’s energy supply.

The stabilisation package contains three core elements: capital increase, a gas surcharge, and the KfW credit line. The stabilisation package of 22 July provided for a capital increase of around €0.3 billion and a mandatory convertible instrument of €7.7 billion. Now Uniper's financial stability is to be secured in a single step. For this purpose, a capital increase of €8 billion at an issue price of €1.70 per share is planned, excluding shareholders' subscription rights. The shares issued as part of the capital increase will be subscribed exclusively by the Federal government. Additionally, the Federal government will acquire the Uniper shares currently held by Fortum for €1.70 per share, resulting in a Federal Government stake of approximately 99% in Uniper.

The state-owned bank KfW will provide financing to Uniper according to its liquidity needs. The potential need for additional financing will essentially depend on when the payment of the gas surcharge is made to Uniper, which is intended to cover costs for the replacement procurement of gas, and how Uniper's margining situation develops given the volatility in the commodity markets. Uniper already extended its KfW bank credit lines to €13 billion at the end of August. The credit line provided by Fortum, consisting of €4 billion shareholder loan and €4 billion guarantee line, will be replaced by the Federal government following the acquisition of the Fortum stake.

Additional components

?An additional component of the amended agreement is a right of first offer for Fortum if Uniper decides to sell the Swedish hydro or nuclear business – or parts thereof – in the future. This right is limited in time until 31 December 2026. Uniper currently has no intention to sell those businesses.

?The stabilisation measures remain subject, for now, to the withdrawal of Uniper’s lawsuit against The Netherlands in connection with the Energy Charter Treaty (ECT), as well as regulatory approvals in various jurisdictions, including state-aid and merger control approvals from the EU Commission. Uniper plans to hold an Extraordinary General Meeting in the fourth quarter 2022 to obtain shareholder approval for the stabilisation measures.

?Uniper CEO Klaus-Dieter Maubach commented: "[This] agreement provides clarity on the ownership structure, allows us to continue our business and to fulfil our role as a system-critical energy supplier. This secures the energy supply for companies, municipal utilities, and consumers. At Uniper, we are aware of our responsibility for Germany and Europe. We are committed to doing our part to overcome this crisis and to restructure the energy supply in this country."

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