* TNK-BP small shareholders own 5 pct, worth about $1 bln
* Offer values stock at less than Rosneft's takeover price
* Timing still unclear, vice president Maidannik says
By Katya Golubkova
MOSCOW, June 27 Russian state oil major Rosneft
on Thursday offered to buy out small shareholders in
TNK-BP Holding but said it would pay less for the
stock than the price at the time of the takeover in March.
Chief executive Igor Sechin said that Rosneft was not a
"charity fund" when it bought TNK-BP and did not intend to buy
out minority shareholders, raising complaints from them and
questions from international investors about corporate
governance in Russia.
Following the TNK-BP deal, Rosneft became the world's No. 1
oil producer by output, pumping 4.5 million barrels per day -
nearly half of Russia's total - but its capitalisation of $74
billion is a fraction of U.S. ExxonMobil's.
"They have had increasing pressure from minorities and there
is clearly a lot of feedback that it is damaging the wider
Russia franchise," said one trader at a Western bank in Moscow.
Rosneft Vice President Igor Maidannik said that while the
company has no legal obligations towards TNK-BP shareholders,
the state-owned giant's shares are sensitive to the situation.
"We don't have any obligations. It would be a voluntary
offer or, if a decision on a reorganisation is taken, a
conversion. We will see," he told reporters at TNK-BP's annual
Maidannik said he preferred the idea of a share swap,
because buyouts "usually don't lead to the desired result".
GLIMMER OF HOPE
Maidannik's comments offered a glimmer of hope for smaller
shareholders of TNK-BP, the listed unit of the Anglo-Russian
venture bought by Rosneft for $55 billion, will not end up
empty-handed. British oil major BP sold its 50 percent
stake in TNK-BP for cash and Rosneft stock.
Based on TNK-BP's market capitalisation of $21.6 billion,
down 57 percent since October when the deal was announced, a
buyout of about 5 percent owned by minorities would cost Rosneft
approximately $1 billion. TNK-BP shares rose up 1.8 percent.
Minority shareholders welcomed the idea with caution, as
Sechin has previously rebuffed such calls.
"I support the idea. Maidannik made a good move. He allowed
everyone to express their views and gave hope. But I wanted to
hear it from Sechin, given that the decision should be taken not
by Maidannik alone," said Gennady Osorgin, a shareholder since
Maidannik, Rosneft's legal counsel, played down expectations
that shareholders - including several leading global emerging
markets equity funds - could expect a big payout.
"It has been obvious since the deal was announced that
TNK-BP's capitalisation would fall," said Maidannik. "Someone
might have dreamed that a buyout could happen at the deal's
price, but in my opinion that was a gamble."
Earlier this month, Rosneft recommended waiving 2012
dividends for TNK-BP, saying its own policy of paying out 25
percent of earnings as dividends could only be extended to
TNK-BP after the deal closed on March 21.
Investors have shown concern that subsequent deals by
Rosneft could treat minorities the same way.
Shares of Bashneft have fallen by 4 percent since Tuesday,
when Russian business daily Vedomosti reported that Rosneft was
interested in buying the company, which produces 300,000 barrels
of oil a day, from Sistema.
The report, denied by Sistema's majority owner Vladimir
Yevtushenkov, has also sent Bashneft's non-voting preferred
shares down by 15 percent.
Gathered at a central Moscow hotel on Thursday, TNK-BP
minority shareholders grabbed sandwiches as they anticipated a
tightening of purse strings from Rosneft.
"Today we are being fed but at the next meeting we may not
be offered even a cup of tea," said Viktor Alexeevich, 65, while
putting ham sandwiches and pies into a bag.
"I'm very disappointed that they (BP) left us - they set an
example to the locals on how to do business. The dividends they
paid proved that."