The Rusatom Infrastructure Solutions (RIR) company, which is part of Rosatom, has bought the Quadra energy company from the Onexim group of Mikhail Prokhorov, Rosatom reported on January 31. On Monday, the parties signed an agreement on the sale of 82.47% of the authorized capital of the generating company. The amount of the transaction is not disclosed.
According to a Vedomosti source familiar with the details of the deal, its amount was 26 billion rubles. On the stock exchange, the package purchased by RIR is much cheaper – 12.78 billion rubles. Based on the amount of the transaction named by the interlocutor, the block of shares was redeemed by RIR at a price of 0.0165 rubles. for paper.
The acquisition of 30% or more of the shares of a public joint-stock company requires, by law, a mandatory offer to buy shares from other shareholders of the company. The offer must be made by PJSC within 35 days after the transaction. At the same time, the buyback price of shares under the offer cannot be lower than either the weighted average price of exchange trading for 6 months before the offer was made, or the price at which the purchaser of the 30% stake bought the securities.
The price of ordinary shares of Quadra on the Moscow Exchange gradually increased during 2021. At the beginning of the year, it was 0.0036 rubles. per piece, and by the beginning of May rose to 0.008 rubles. Over the past six months, the price has fluctuated between 0.0054 and 0.0097 rubles. for paper. At the close on January 31, the price of an ordinary share of Quadra was 0.0081 rubles. That is, the shares of minority shareholders, who will receive an offer from a new shareholder, were worth a total of 2.7 billion rubles on the stock exchange. But the weighted average price for six months should be lower.
At the price of acquiring a controlling stake in Quadra, according to the calculations of Vedomosti, RIR will have to pay 5.53 billion rubles to minority shareholders.
A RIR representative told Vedomosti that the offer “will be made in accordance with the requirements of the law.”
“After the transition to the RIR structure, it is planned to implement programs to improve the efficiency and reliability of heat supply at the company’s facilities, to form maps of “green” projects together with the regions, and to introduce digital technologies into the work of the energy and heat grid complex,” Rosatom said in a release. It is also noted that Quadra “will continue to fulfill its current obligations to consumers and partners”, including within the framework of signed concession agreements.
The representative of Onexim did not provide additional comments.
A Vedomosti source close to Rosatom explained that, in fact, the state corporation is “buying a place for itself on the market in Central Russia.” “There is a task to bring the share of nuclear generation to 25%, it was previously accepted by the state. Taking into account the fact that there is no shortage of generating capacities in the country now, it can be solved, among other things, by gradually replacing thermal generation with carbon-free nuclear energy sources. The deal will allow Rosatom to achieve this goal,” he said.
Quadra is one of the territorial generating companies spun off as a result of the reform of RAO UES of Russia. Before the rebranding, it was called TGK-4. Quadra operates in 10 regions of the Central Federal District – Belgorod, Voronezh, Kaluga, Kursk, Lipetsk, Oryol, Ryazan, Smolensk, Tambov and Tula regions. It owns 20 small thermal power plants with a total capacity of 3.1 GW, as well as more than 300 boiler houses, the length of the company’s heating networks is 6,000 km.
In 2021, the electricity generation of Quadra increased by 17.2% to 12 billion kWh, heat supply increased by 7.3% to 19.2 million Gcal. The net profit of the energy company under RAS for 9 months of 2021 increased in annual terms by 1.6 times to 2.52 billion rubles, revenue increased by 10.2% to 42.3 billion rubles.
RIR itself is engaged in housing and communal services and digital solutions for the urban economy in the regions (in particular, in the cities where Rosatom has a presence), and, among other things, owns small power generating capacities. At the same time, in a number of regions where Quadra operates, the main generation is the nuclear power plant of Rosenergoatom (Kursk, Novovoronezh, Smolensk).
In 2008, Onexim acquired a 48.6% stake in Quadra for 26 billion rubles. Then this package was gradually increased to 82.5% (the shares were distributed among various structures of Prokhorov). But since the first half of the 2010s. it was repeatedly reported that Prokhorov’s company could get rid of the energy asset, almost all large energy holdings were potential buyers.
The deals were blocked by the Federal Antimonopoly Service, referring to the fact that the purchase would lead to a violation of competition in the wholesale electricity market. For this reason, in 2011 the deal with Inter RAO failed, and in 2013 with Gazprom Energoholding (GEH). The RIR representative clarified that the deal with the Rosatom structure had been approved by the FAS. Vedomosti sent a request to the Federal Antimonopoly Service regarding possible restrictions (orders) on the part of the department.
In the summer of 2021, Interfax, citing sources, reported another interest in Quadra from the GEH, the amount of a possible transaction was estimated at 15 billion rubles. At the same time, unofficial information appeared that Rosatom was interested in the asset. Sources of Kommersant estimated the amount of a possible deal higher – at 22-23 billion rubles.
“The purchase of a thermal asset by Rosatom looks ambiguous: the state corporation is sharply increasing its carbon footprint and worsening its sustainable development (ESG) position,” Vladimir Sklyar, energy analyst at VTB Capital, told Vedomosti. “Quadra – Power Generation is not a major beneficiary of the ongoing modernization programs, and the increase in the market share of one of the largest generators (Rosenergoatom. – Vedomosti) worsens the prospects for competition.”
The expert added that since the end of the RAO UES reform, private investors “have only left this sector.” And the current deal, he said, is a continuation of this trend. As a result of the transaction, according to his estimates, generation facilities will be under the control of the state and near-state companies, the share of which will exceed the threshold of 70% of the total installed capacity in the Russian Federation, thereby surpassing the level of state control in the sector until the time the reform of the electric power industry is implemented.
The cost of “Quadra” Sklyar found it difficult to estimate.