The Federal Government signed a framework agreement with Uniper SE today stipulating the conditions for the recapitalisation of the company. The agreement implements the bail-out of the company announced on 21 September 2022. Today, 19 December, the shareholders of Uniper SE will hold an extraordinary general shareholders’ meeting to decide on the stabilisation of the company. If the meeting assents, the Federal Government is expected to become the majority shareholder of Uniper SE this week, via a capital increase of €8 billion. The agreement is still subject to authorisation in accordance with State aid rules by the European Commission; this will probably happen very soon. All of the necessary regulatory approvals are in place.
The aim – as agreed in the rescue package of 21 September 2022 - is for the Federation to acquire a majority stake of approximately 99%. In more specific terms, this means the following:
- As part of an €8 billion capital increase which excludes subscription rights, the Federation is acquiring a holding in Uniper at a nominal value of €1.70 per share.
- The Federation is also taking over the shares of the previous majority shareholder, Fortum Oyj, also at a nominal value of €1.70 per share, corresponding to a purchase price of around €500 million. A shareholder loan granted by Fortum during the energy price crisis, and a guarantee line, are being repaid by Uniper or replaced by the Federation.
Further to the agreement of 21 September, today’s decision by the extraordinary general shareholders’ meeting creates approved capital of €25 billion. Uniper will continue to face substantial losses, particularly due to the need to buy substitute gas in 2023 and 2024 in the wake of the Russian war of aggression. The approved capital can now be used as required to cover proven needs for capital, with new shares being issued in return which only the Federation is allowed to purchase. The use of the approved capital must be agreed to by the Federation.
The stabilisation measure is financed from the Economic Stabilisation Fund (WSF). The Federal Government reactivated the WSF in October 2022 in order to finance the economic defence shield which protects companies from the repercussions of the Russian war of aggression and reoriented it to mitigate the consequences of the energy crisis. To this end, the WSF is authorised to borrow up to €200 billion.
An important aspect of the stabilisation package is to distinguish between equity and borrowed capital, and not simply to add them up. This is because the equity from the capital increase and approved capital will be used not least to gradually scale back the existing credit lines from KfW. The KfW credit lines secured the liquidity of the company until the implementation of the stabilisation measure. Future capital requirements in 2023 and 2024 will also be initially met by KfW loans. These loans can then be replaced at regular intervals by capital increases from the approved capital.
Uniper is a central pillar of Germany’s energy supply. It operates critical infrastructure in the field of energy in Germany and plays a central role in the supply of gas and electricity. The company’s survival has been uncertain due to the Russian war of aggression against Ukraine and the halt to deliveries of Russian gas. The Federal Government had therefore already provided an aid package for the company in July 2022, and this was adapted in September 2022.
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. Clear conditions are attached to the stabilisation measure, in particular a ban on bonuses and dividends.
The Federal Ministry for Economic Affairs and Climate Action has 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. The Federation’s stake in Uniper SE is held via a venture capital company organised as a GmbH, with the Federation as sole shareholder. The management of the equity is the exclusive responsibility of the Federal Ministry of Finance.