Moscow, April 12 (Interfax) - The Russian-British TNK-BP joint venture is planning to sue BP for up to $10 billion, claiming BP breached the joint venture's shareholder agreement, the Financial Times said onApril 12 , quoting unidentified sources close to TNK-BP.
TNK-BP will seek the damages, claiming it lost an opportunity to explore in the Russian Arctic because of BP’s actions, the paper said.
"TNK-BP is preparing documents with minority shareholders in TNK-BP Holding for lawsuits against BP for not informing us of the opportunity with Rosneft and for not winning the agreement of the shareholders," the newspaper quoted an unidentified member of the TNK-BP management as saying.
BP, TNK-BP and AAR are not commenting on the information.
Rosneft and BP struck a deal on January 14 to explore the Arctic shelf in which the state-owned Russian oil major will receive 5% of voting shares in BP worth $7.8 billion in exchange for roughly 9.5% in Rosneft.
But the Alfa-Access-Renova (ARR) consortium, which is BP’s partner in the TNK-BP joint venture, said almost as soon as the BP-Rosneft deal had been announced that BP was violating the terms of the shareholders agreement with TNK-BP, and it took the matter to court.
An arbitral tribunal in Stockholm has ruled that the interim injunction prohibiting closing of the share swap transaction between BP and Rosneft will remain in place until further notice. BP has said it is now able to discuss the possibility of an extension of the April 14 deadline under which the share swap agreement will terminate.
TNK-BP needs approval from the majority of its board members to go to court.
The Kommersant newspaper says AAR and ТНК-ВР think BP Russian Investments Limited, which is the direct owner of shares in TNK-BP, and BP International Limited, the second party to the shareholder agreement, breached that agreement by failing to notify TNK-BP about its "new opportunity" in due time and subsequently signing a binding agreement with Rosneft, impeding negotiations about the creation of a strategic alliance and blocking a management proposal at a board meeting on March 12. BP has offered a way out of the situation, proposing that TNK-BP replaces it only in the shelf projects while leaving it to BP to carry out a share swap with Rosneft in BP’s name. But the proposal was not to the liking of AAR and two independent board members.
AAR and TNK-BP also consider that the BP representatives on the boards of the parent company TNK-BP Limited and of Russia-based TNK-BP Holding have breached their fiduciary duties, resulting in the "lost opportunity to participate in the exploration of the Arctic shelf and to obtain paper profit" from the share swap, and in lost synergies from strategic partnership with Rosneft. TNK-BP’s Russian shareholders and the company itself think that the agreement between BP and Rosneft to form an alliance suggests that the British company has decided to waive its option to buy 50% of the Ruhr Oel GmbH oil refining group from Venezuela’s PdVSA.
AAR and TNK-BP consider BP’s Russia chief, David Peattie, to be the main respondent in matters pertaining to fiduciary duties as he was one of the key negotiators with Rosneft. They have similar grievances about BP chief Robert Dudley and grievances could arise against Lord George Roberston, whom they think played an "important role in securing political support in England." Also, BP Plc, the British company’s parent, and Robert Dudley could be held accountable for "abetting the companies and BP directors in violating the shareholders’ agreement."
Kommersant’s sources say a UK court would be "the most obvious jurisdiction" to hear any lawsuits as the BP directors reside in England and the court "has automatic jurisdiction over the British company." But the paper’s sources also say a UK might need a ruling from a BVI court as TNK-BP Limited is domiciled there. There is also the risk that minority shareholders in TNK-BP Holding will file lawsuits in Russia as they, too, have suffered damages.
