OJSC Gazprom Neft is a vertically integrated company. The VIOC structure is characterized by a considerable number of assets managed by a parent company.
The effective management of companies within the VIOC structure requires a wide range of measures aimed at creating additional value for OJSC Gazprom Neft by increasing efficiency and facilitating decision-making procedures within the Group, establishing clear and transparent rules and regulations governing the behavior of managers of the Group.
The ability to manage individual Company assets effectively affects overall business performance and the achievement of Gazprom Neft’s strategic objectives. In order to improve the operating efficiency of its subsidiaries, Gazprom Neft continually implements measures aimed at optimizing the asset management structure, improving quality control and accelerating the integration of newly acquired assets.
At the time of its acquisition in 2009, Sibir Energy’s corporate structure was organized to satisfy private interests, and was characterized by a minimum level of transparency and openness. The corporate structure has since been optimized, and the group’s assets have been reassigned by function and geography.
Retail assets, including 130 filling stations in Moscow and the Moscow Region, production (OJSC Magma) and refining assets (a stake in OJSC Gazpromneft Moscow Refinery) have been transferred to the relevant services and organizations within OJSC Gazprom Neft and its subsidiaries and affiliates. Smaller assets are being reassigned gradually. During the time it has owned Sibir Energy, Gazprom Neft has changed the company’s registered capital structure, having bought out shares of minority shareholders, including those of the Government of Moscow. The company has switched from open joint stock status to closed joint stock status and, as a result, the size of registered share capital has been reduced.
Improving Sibir Energy’s corporate structure continued in 2012. The winding-down of nonperforming Sibir Energy companies is now in progress and in the reporting year 12 foreign and four Russian companies were closed.
A retail consolidation process is underway and the company's stake in OJSC Mosnefteprodukt was increased to 100%. Subsequently, OJSC Mosnefteprodukt was transformed into a limited liability company to further integrate its filling stations into the Gazprom Neft corporate structure.
Measures to sell assets are also being undertaken. In 2012, the Company sold 100% of CJSC Sibgeko, which held a license for geological exploration of the Koltogorsky block’s sites (in the eastern part of the KhMAD), remote from the rest of Gazprom Neft’s assets. The deal to transfer 50% of the Dutch company, Salym Petroleum Development N.V., to Gazprom Neft Finance B.V. (the Netherlands) was completed, thus improving the efficiency of Gazprom Neft Group’s dividend policy.
NIS is the largest oil company in the Balkans and one of the largest in southeastern Europe, with a 56% stake owned by OJSC Gazprom Neft.
In 2012, the company took an active part in new projects in the energy sector, expanded its sales network, and production operations. The reporting year saw NIS launch a number of projects in the energy sector associated with the use of both conventional and alternative energy sources. The largest project in the field of renewable energy sources in Serbia was the construction of a wind farm in Plandiste, Serbia with capacity of 102 MW. On December 14, 2012, an agreement was signed to acquire a 50% stake in NIS Energovind d.o.o. by O ZONE a.o. Belgrad (a 100% subsidiary of NIS a.d. Novi Sad).
In early 2013, the deal to purchase 100% of the registered capital of OMV BH d.o.o (Sarajevo) by NIS PETROL d.o. Banja Luka (a subsidiary of NIS а.d. Novi Sad) was completed, securing the acquisition of 28 filling stations in Bosnia and Herzegovina. The new name of OMV BH d.o.o. is G-Petrol d.o.o. Sarajevo.
In 2012, agreements were signed to expand the Novi Sad Free Zone and carry out activities in the Free Zone were signed. As a result, the Novi Sad Free Zone territory was extended to the NIS-owned Novi Sad Refinery property, which allows tax benefits from the sales of goods produced by the Novi Sad Refinery within the Novi Sad Free Zone.
On December 20, 2012, NIS signed a Call Option agreement with the Hungarian company, RAG Hungary Limited, for the potential acquisition of 50% of the rights under the license of Kelebija (Hungary) through the acquisition of 50% of the registered capital of RAG Kiha or RAG Kelebija in 2013, subject to obtaining the necessary corporate approvals and making a corresponding decision on the acquisition.
In the reporting year, a Romanian subsidiary of NIS concluded agreements to acquire a 50% share in an exploration license for the EX 12 – Crai Nou block (with Moesia Oil and Gas plc, counterparty) and a 51% share in an exploration license for the Jimbolia block (with Zeta Petrolium srl – 39% and Armax – 10%, as counterparties).
In 2012, Sever Energia which holds licenses for the development and production of oil and gas condensate fields in the YaNAD, and is a joint venture between LLC Yamal-razvitie (50% of which is owned by OJSC Gazprom Neft and 50% by OJSC NOVATEK) and Arctic Russia B.V. (whose registered capital is divided between ENI (60%) and Enel (40%)), implemented a restructuring program. As a result of this program three entities were wound-down by way of merger and all SeverEnergia assets were transferred to Arcticgaz’s balance sheet.
During the reporting year, Gazprom Neft implemented a number of projects associated with its bitumen business. In particular, it established Gazpromneft- PMB with the aim to significantly increase margins on sales and to form a new segment in the premium market by offering a high-tech innovative product that is unique in Russia – premium polymer-modified bitumens (hereinafter referred to as PMB) produced using Total's proprietary Stryelf technology.
In December 2012, a deal to acquire 100% of LLP Bitumny Zavod, a Kazakhstan-based bitumen-producing plant with in-house refining facilities, was completed. The plant is a new, modern processing facility (commissioned in 2010) designed to produce a wide range of bitumens both to Russian and European quality standards, and is located in close proximity to the transit corridor of Western Russia to Western China.
Gazprom Neft expanded its foreign presence through a transaction to acquire 100% of the shares of Marine Bunker Balkan S.A., a Romanian bunker company.
In November 2012, a joint venture between OJSC Gazprom Neft-Aero and LLC LUKOIL-AERO – LLC TZK Severo- Zapad acquired 100% of the registered capital of LLC Fueling Company Yenisei (Krasnoyarsk).
In 2011, OJSC Gazprom Neft purchased 61.8% in the registered capital of CJSC Gazprom Neft Orenburg. The remaining 38.2% of the registered capital was placed under management in a trust in 2012. CJSC Gazprom Neft Orenburg holds a subsoil license for the eastern section of the Orenburg oil and gas condensate field.
In December 2012, OJSC Gazprom Neft joined LLC Gazprom Neft Novy Port by increasing the registered capital through a third party contribution.
At the end of the reporting year, a 100% interest in LLC Zhivoy Istok was acquired (a license for the exploration and production of hydrocarbons within the Baleykinskoye field, with an approximate production volume of 7,500 thousand tonnes per year).
In 2012, the transferring of licenses from OJSC Gazprom Neft to the subsidiaries of the Group – the Romanovskoye, Vorgenskoye and Volyntoyskoye fields to OJSC Gazprom Neft-Noyabrskneftegaz, and the Krapivinskoe field to LLC Gazprom Neft- East – continued, enabling the production assets of the Gazprom Neft Group to be structured by function and geography.
In 2012, Gazprom Neft Group completed a deal to sell a 100% share in the registered capital in the company LLC NGK Razvitie Regionov.
Due to the geographic expansion of Gazprom Neft, and in accordance with its 2020 development strategy envisaging annual production volumes of 90-100 million tonnes, Gazprom Neft Middle East B.V. became a party to three PSAs in the Kurdish Autonomous Region and Iraq (the Shakal, Garmian and Halabja projects).
The Group merged its LLC NK Sibneft-Yugra production unit (previously 50%-50% owned by Gazprom Neft and LLC Gazprom Neft-Khantos) with LLC Gazprom Neft-Khantos, which will improve the efficiency of production asset management.