Safeguarding the gas supply: Federal Government transfers SEFE to federal ownership – capital measures imposed

In order to safeguard the gas supply in Germany, the Federal Government is transferring the troubled gas company Securing Energy for Europe GmbH (SEFE) to federal ownership. To this end, the Federal Ministry for Economic Affairs and Climate Action has imposed capital measures under the Energy Security of Supply Act today.

This is done in response to the over-indebtedness of SEFE and the impending insolvency, which would endanger security of supply in Germany. In order to avert this danger and to maintain the business operations of SEFE, the ownership is being changed and the company stabilised. The corresponding order was published today in the Federal Gazette.

SEFE is a key company for Germany’s energy supply. It was previously known as Gazprom Germania GmbH (GPG) and belonged to Gazprom, the Russian state-owned enterprise. Following an impenetrable sale of GPG to another Russian company and an attempt by that company to liquidate GPG, GPG/SEFE has been under fiduciary management of the Bundesnetzagentur (Federal Network Agency) since April. But the ownership of the company has remained obscure

Since the spring, SEFE has encountered severe financial difficulties due to Russia’s actions, particularly Russian sanctions against GPD/SEFE and almost all its subsidiaries. The problem is exacerbated by the fact that, due to the obscure ownership situation, business partners and banks are terminating their relationships with SEFE, or do not wish to enter into such relations. This endangers the continuation of the business operations of SEFE and thus the supply of gas. SEFE had already received billions of euros of loans from the Federation in order to stabilise itself. It has now applied to the Federal Ministry for Economic Affairs and Climate Action for another comprehensive stabilisation measure under the Energy Security of Supply Act.

In view of SEFE’s systemic relevance to the energy supply in Germany, the Federal Government is now undertaking capital measures to establish clarity of the ownership situation, stabilise the company and thus safeguard the gas supply. To this end, the Economic Affairs and Climate Ministry has taken several related steps. .

Capital reduction

Thanks to a capital reduction imposed today, the losses and the related negative equity of SEFE are offset against the profits and capital reserves, and the nominal capital is reduced to zero. This step means that the company’s previous shareholder loses its position as shareholder.

The capital reduction goes hand in hand with compensation. The level of the compensation depends on the market value of the SEFE shares. This compensation process is still ongoing.

At the same time, the Federation is imposing a capital increase on SEFE. For this purpose, Securing Energy for Europe Holding GmbH (SEEHG) has been founded and is owned solely by the Federation. As part of the capital reduction, it is gradually feeding fresh share capital into SEFE, €225.595 million in total, and taking this over as the new sole shareholder. This completes the change of owner.

The provision of the new share capital has been approved by the European Commission under State aid rules.

Loans

In order to safeguard the company’s liquidity, the Federation had already taken stabilisation measures to help SEFE in the spring, by gradually granting the company a KfW loan totalling €11.8 billion. The KfW loan has now been increased to €13.8 billion in order to offset the disappearance of the gas levy.

New equity capital

Further to this, the Federation is planning to boost SEFE’s equity capital via a debt-equity swap before the end of the year. Here, large proportions of the €13.8 billion KfW loan are to be transformed into equity capital by placing them in SEFE’s capital reserve. The remainder of the KfW loan is to remain available to SEFE as third-party capital.

The debt-equity swap is subject to approval by the European Commission under State aid rules; the Federal Ministry for Economic Affairs and Climate Action is currently engaged in intensive discussions with the Commission about this.

Financing

The measures are financed from the €200 billion of the reactivated Economic Stabilisation Fund (WSF 2.0).

Legal basis and justification

In line with section 17a of the Energy Security of Supply Act, the Federal Ministry for Economic Affairs and Climate Action can impose capital measures by administrative act on a company subject to fiduciary management under section 17 of the Act. The precondition is that, without this capital measure, security of supply would be jeopardised, e.g. via an insolvency. The imposition of a capital measure can provide for example that reserves are used, or that share capital is reduced and subsequently increased again by a company belonging to the Federation.

The measure is rooted in the need to stabilise the gas supply. Wingas (a major part of the SEFE group) has municipal utilities amongst its clients. Its market share in Germany stands at around 20%. An insolvency of Wingas would force parties at the downstream trading and consumption levels to obtain replacement supplies at short notice, and this can result in further insolvencies and supply issues.