The Federal Government agreed today on an alternative, much broader stabilisation package for Uniper SE than the rescue package announced on 22 July 2022. As a consequence, the Federal Government is taking over 99% of Uniper. It is creating a clear ownership structure in order to safeguard Uniper and thus also the energy supply for companies, municipal utilities and consumers. It became necessary to adapt the stabilisation package because the capital required by Uniper had risen significantly due to the complete cessation of contractually agreed gas deliveries from Russia and the sharp rise in gas prices. The resulting further increase in the costs of purchasing substitute volumes of gas has exacerbated the emergency situation faced by Germany’s largest importer of Russian gas.

The adapted stabilisation package for Uniper particularly envisages a majority stake for the Federation in Uniper SE and covers the following points:

  • As part of an €8 billion capital increase, the Federation is acquiring a holding in Uniper at a nominal value of €1.70 per share.
  • The Federation is also taking over the stake of the previous majority shareholder, Fortum Oyj, at a nominal value of €1.70 per share, which corresponds to a purchase price of around €0.48 billion.
  • A shareholder loan granted by Fortum during the energy price crisis, and a guarantee line, are being repaid/redeemed by Uniper, since Fortum has a right of termination in each case if there is a change in the shareholding structure. The resulting liquidity gap is covered by federal funds.
  • The Federation is securing the financing of the company until the capital increase is realised.
  • The other conditions of the agreement of 22 July continue to apply, in particular the ban on dividends and restrictions on remuneration for the management of Uniper.

The Federal Ministry for Economic Affairs and Climate Action has thus taken a decision on the application from the company for a stabilisation measure under section 29 of the Energy Security of Supply Act in consensus with the Federal Ministry of Finance and the Federal Chancellery.

As a consequence, following the capital increase and the take-over of the Fortum shares, the Federation will hold approximately 99% of the shares in Uniper. The acquisition of the shares can only take place once various regulatory requirements have been met and the general shareholders’ meeting of Uniper has given its approval. Also, the adapted support package is subject to authorisation by the European Commission in accordance with State aid rules.

Uniper is a central pillar of Germany’s energy supply. Today’s decision on the take-over of the majority of the shares means that the Federation is acquiring the main rights of influence and control in the company so that it can safeguard energy security in Germany.

The first rescue package was agreed on 22 July. The implementation, and particularly the examination under EU State aid rules and merger control examinations in various countries, will however normally take around three months, so that the acquisition has yet to take place and the money has yet to be paid. This is where the adjustment of the stabilisation package agreed today comes into play: for the €8 billion in equity which was promised in July, the Federation is now acquiring 93% of the shares in Uniper, rather than the initially envisaged 30% plus obligatory convertible bond. On top of this, there is now additional funding for the acquisition of the Fortum shares (€0.48 billion) and the federal funding to redeem the shareholders’ loan and the guarantee line from Fortum.