UPDATE 1-TNK-BP board awaits management ideas on BP-Rosneft

Thu Feb 17, 2011 3:14pm EST

* BP-Rosneft deal off TNK-BP board agenda for Feb. 18

* Management must decide whether to demand role

* Independent directors to seek consultant (Adds quotes, conflict with BP, Rosneft over drilling deal)

By Melissa Akin and Polina Devitt

MOSCOW, Feb 17 (Reuters) - The board of Russia's TNK-BP TNBP.MM is waiting for its management's proposal on a role in shareholder BP Plc's (BP.L) partnership with state oil company Rosneft (ROSN.MM), sources close to the board said on Thursday.

Members of the management and board of directors had said the board could discuss the BP-Rosneft tie-up at a Feb. 18 board meeting in Paris, although an immediate decision was unlikely.

TNK-BP's management must come up first with a position on participation in a deal announced last month between the British major and Rosneft, Russia's largest oil company, to drill for oil together in the Arctic.

On the table is "everything they announced -- the share swap and the Arctic," one of the sources said. "They (BP) view it as a possibility.

"Management is thinking about it now."

The BP-Rosneft deal, which involves a $16 billion share swap, could open a new phase of upstream cooperation between the Kremlin and international oil majors, which have largely been shut out of new projects in Russia in recent years.

But it has drawn the opposition of the group of tycoons who own half of TNK-BP and, arguing that BP had violated a shareholder agreement by partnering with Rosneft, won an injunction to put the deal on hold.

The board is also due to discuss a quarterly dividend, which the local shareholders in TNK-BP say should not be paid because the BP-Rosneft deal would increase competition and require increased investment in the operating business.

Russian media have quoted sources close to TNK-BP as saying, however, that under a shareholder agreement a quarterly dividend of 40 percent of earnings must be paid unless both major shareholders agree to forgo it.

A spokesman for BP declined to comment. An official at Alfa-Access-Renova, which represents the billionaire shareholders who split control of TNK-BP with the British major, was not immediately available.

ADVICE SOUGHT

The BP-Rosneft deal was frozen by a London court pending arbitration in Stockholm requested by Alfa-Access-Renova. The final hearing in the international arbitration court is due the week of March 7.

The conclusions drawn by TNK-BP's management -- formally led by one of its biggest local shareholders, Mikhail Fridman of the Alfa Group -- will be presented to the TNK-BP board in a formal "acquisition proposal" at a later date.

Now, instead of discussing BP-Rosneft directly, the board will consider whether to hire a consultant to help its independent directors, who include German former Chancellor Gerhard Schroeder, to take a position on TNK-BP and the BP-Rosneft partnership to explore for oil in the Arctic.

"Tomorrow the board will discuss hiring a consultant (for the independent directors) on a business opportunity and acquisition proposal," one of the sources said. (Additional reporting by Douglas Busvine, editing by Gerald E. McCormick)

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