LONDON/MOSCOW British oil giant BP Plc (BP.L) failed to lift a block on its proposed $16 billion share swap with Russia's Rosneft (ROSN.MM), but gained some breathing space to try to salvage the deal.
An arbitration panel on Friday gave BP time to try to extend an April 14 deadline for the pact. That effectively deferred a final decision over action brought by the co-owners of BP's Russian venture TNK-BP who argue the BP-Rosneft deal violates TNK-BP's shareholder agreement.
Angered by the further delay, Russia's Deputy Prime Minister Igor Sechin, who chairs Rosneft, said time was running out and threatened unspecified legal action if no compromise can be found.
"There is a way out, and I think there is time for the parties to reflect and make their contribution," Sechin told reporters in St Petersburg.
"After April 14 we will be working under different conditions," Sechin added. "Rosneft is currently in an agreement but if the agreement expires, it will take all necessary steps to defend its interests."
The British oil major rebutted suggestions it had suffered a setback. "This is pure and simply a deferral," a spokesman said.
"We will continue with the arbitral process for a final ruling in our favor. As we have always said there are a number of ways to resolve the differences; so we will now also be exploring possibilities for a reasonable commercial solution with all parties."
TNK-BP's TNBP.MM billionaire co-owners, led by CEO Mikhail Fridman and represented by the AAR consortium, have maintained the upper hand in the legal battle over the BP-Rosneft deal announced at the World Economic Forum in Davos in January.
"AAR welcomes the decision of the tribunal, which we consider fair, balanced and thoughtful," Stan Polovets, CEO of AAR, said in a statement. "We will be pleased to continue to cooperate with the tribunal."
Analysts said Friday's ruling did not deal a knockout blow to BP's hopes of implementing a broader agreement with the state-controlled Russian oil major to launch an Arctic offshore exploration venture.
"I think all the arbitration court is saying is that it has not delivered a final ruling," said Neill Morton at Berenberg Bank. "They've given BP and Rosneft leeway to extend the deadline."
In a first decision on March 24, the arbitration tribunal -- a forum for mediating business disputes under UK law -- upheld an injunction against the BP-Rosneft deal to conduct the share swap and launch the Arctic exploration effort.
This, the second round of arbitration, heard a further request from BP this week in London to consider the share swap as a standalone deal. Under the swap, BP would exchange 5 percent of its equity for a 10 percent stake in Rosneft.
Discussions may now move to the TNK-BP board, which sources close to management say could convene next week at the request of BP, which must now persuade AAR to drop its case, or agree on how TNK-BP can be brought into the Rosneft deal.
The 11-member board, on which BP and AAR each hold four seats, has so far failed to find a way to rework the deal to the satisfaction of AAR, which argues the shareholder agreement accords TNK-BP the right of first refusal on BP deals in Russia.
Analysts and industry sources say the share swap and exploration deal are still likely to go ahead, but if no way can be found to involve TNK-BP, a buyout of its Russian owners by Rosneft, and possibly, BP remains a remote possibility.
"Because it is delayed, nothing happens; it gives more time for the AAR shareholders and BP to settle," said Valery Nesterov, oil analyst at Troika Dialog in Moscow.
"I don't think AAR will be bought out," he added. "An out of court of settlement is the most likely. It could be cash, but most probably it will be access to participate in BP's foreign projects."
(Additional reporting by Jessica Bachman and Darya Korsunskaya; Writing by Douglas Busvine; Editing by Sophie Walker)