The Federation now has a stake in the energy company Uniper SE. As decided in September 2022, the Federation is taking over approximately 99% of the company’s shares. The state’s stake serves to safeguard Germany’s energy supply. The European Commission gave the go-ahead for the assistance under state aid rules on 20 December 2022.
In an extraordinary general shareholders’ meeting of Uniper SE on 19 December 2022, the shareholders agreed on a capital increase of €8 billion. Following the approval of the stabilisation measure under State aid rules by the European Commission on 20 December 2022, it has now been possible to realise this capital increase. Only the Federation or a federal entity was permitted to subscribe to the shares. This means that the Federation acquires around 93% of the shares in the company at a purchase price of €1.70 per share. The Federation is acquiring another 6% of shares from Fortum, the previous majority shareholder. The purchase price is again €1.70 per share, totalling around €500 million. Further to this, the extraordinary general shareholders’ meeting created approved capital of €25 billion. This can be used to cover other existing and future capital requirements. The use of the approved capital must always be agreed to by the Federation.
The granting of the stabilisation measure had to be approved by the European Commission under State aid rules. This approval is attached to conditions in order to ensure that detrimental effects on the market of the State aid are mitigated as far as possible, and that the positive consequences of the stabilisation outweigh the disadvantages. The Federation is obliged to reduce its stake to a maximum of 25% plus one share by 2028 at the latest. This deadline can only be extended if the Commission agrees. These conditions were implemented in the framework agreement concluded between the Federation and Uniper SE on 19 December 2022. They comprise both structural measures, such as the obligation to sell certain shareholdings and conventional generating installations, and also restrictions on conduct relating to expansion of the market position. Further to this, there are comprehensive reporting and information requirements, as well as restrictions on remuneration for the members of the executive and supervisory boards of Uniper SE.
Uniper SE operates critical infrastructure in the field of energy in Germany and plays a central role in the supply of electricity and gas. 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 in response to developments. On this basis, Uniper SE has already received substantial support in recent months in the form of bridging loans from KfW. The KfW funding is now being replaced by equity capital and reduced to some extent. The Federation’s new stake in the company is a key milestone in the Federal Government’s rescue package to stabilise the firm and thus to ensure energy security in Germany.
The stabilisation measure takes place on the basis of section 29 (1) of the Energy Security of Supply Act and the Temporary Crisis Framework of the European Commission for State Aid measures to support the economy following the aggression against Ukraine by Russia (TCF). As an operator of critical infrastructure, the company had applied for stabilisation measures from the Federation. The Federal Government had promised to provide the necessary support. The details of the stabilisation were agreed in consensus between the Federation, Uniper SE and Fortum, the previous majority shareholder. Unlike in the Federal Government’s measures for Securing Energy for Europe GmbH (SEFE), previously Gazprom Germania GmbH, Uniper SE has not been and is not subject to fiduciary management by the Federation, but remains itself responsible for the management of its business operations.
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.
The Federal Ministry of Finance is responsible for managing the stake.