Energyobserver.com
14 November 2005.
CROATIAN-HUNGARIAN MODEL FOR SERBIAN NIS
Within the project assignment for the privatization consultant of NIS, there are numbered numerous activities and tasks set by the Government of Serbia that are expected to be finished by the privatization consultant within the next 18 months, the time the process of privatization is expected to take until completion.
At the very beginning of that document, where the tasks of the future consultant are numbered, the basic aims of the Government of Serbia in the process of privatization are also mentioned:
1. privatizing the company (NIS) in order to create a competitive and liberalized oil market, as much as that is possible
2. attracting strategic investors who will make the necessary investments in development programmes, and apply new technologies and modern methods of managing and work, in accordance with standards in the area of environmental protection.
3. carry out the privatization within a reasonable period of time
In this way, the set aims are neither defined nor clear, and when the aims of a privatization are wrongly set, the entire process is highly likely to go in the wrong direction.
Concerning the creation of a competitive and liberalized oil market- the Government of Serbia can, within a single day, abolish its own Directive on the ban on petroleum products import- and at the same moment a competitive and liberalized oil market would be created, regardless of help from the privatization consultant. It is completely unclear how the Government thinks it can make a competitive and liberalized market through the sale of one company.
The second aim in this document is also generalized and ill-defined. Instead of citing clearly that they are looking for a strategic partner who will ensure for NIS the modernization of existing capacities (particularly the refinery capacities), in order to adjust to the regulations of the European Union, as well as to ensure a successful confrontation with competition in both the domestic and foreign markets- the Government, in defining their aim, is again using phrases on applying new technologies, modern methods and standards concerning environmental protection (but whose standards?).
The third aim, in the sense of determination, is completely in accordance with the previous two: the meaning of privatization within a reasonable period of time is known only to the “chosen ones”.
Such defining of the aims of the Government is not at all surprising, as the decisions on the privatization of NIS are not the result of mature economic consideration, but of compulsion. A serious Government, after a real consideration of the company’s needs for investment, and an awareness that it is not able to ensure the required means on its own (as was already the case for 5 years now), would make a decision on the privatization of the company. However, as is well known, the Government made the decision on the privatization of the most important Serbian company to salvage negotiations with the IMF, and thus the Damocles’ sword of a prolonged arrangement with the IMF has been hanging over the privatization of NIS as an aggravating circumstance.
In the project assignment, the privatization process, to be carried out in the three phases, is still not defined.
Within the first phase, the privatization consultant is expected to define a Strategy for the Privatization of NIS, within three months (by the end of March 2006), whilst in the second and third phases - the preparation and implementation phases- it is expected to carry out standard activities within the process of privatization (business, financial and legal analyses of the business operation of the company; analyses on environmental impact, assessments of the company, the creation of tender documentation, managing the process of submission and the evaluation of bids, participation in negotiations with potential strategic partners, the creation of the final documentation).
During the creation of the Strategy for the Privatization of NIS, the Government expects that the privatization consultant will also solve all questions that burden the oil sector: the setting of crude oil transportation prices, the analyses of the existing regulations of petroleum products prices, reconsideration of the price of crude oil refining in refineries (now defined by the Directive on petroleum products prices), as well as the creation of a draft law and/or regulations that would regulate the oil market in Serbia- after the privatization is finished.
Apart from that, the consultant is expected to give a recommendation for the privatization of the entire company- or only particular parts, and particularly to give recommendations for the privatization of the two refineries. Also, the consultant, within his analyses, has to determine the potential for single-handed business operations, e.g. specializing reservoir capacities as a separate business unit.
Alongside the creation of the Strategy, the consultant will work also on the identification of potential strategic partners and their interest in participation in the process of privatization for the entire, or just parts of NIS.
Within the contents of the draft of the Strategy, the Government also expects a vision on how the oil and gas sector of Serbia should look within a period of 5 to 10 years, and define the main steps required for this vision to come true. Such a request is unclear, when recalling the fact that just such a vision of the oil and gas sectors of Serbia is already given within the Strategy for the Energy Development of Serbia by 2015, which was passed by Parliament.
The Strategy for the Privatization of NIS is authorized by the Government too, but just after its passing, in May/April 2006 the process of the privatization of NIS will factually begin.
It is evident from the project assignment that the very important question of the allocation of shares to employees has not yet been touched, which could well slow the privatization process.
An example of successful privatization:
Croatian INA may serve as an example of a successful privatization of a national oil company: its privatization started late in March 2002, by passing the special Law on the Privatization of INA, and it was efficiently finished 16 months later, in June 2003.
In the Law on the Privatization of INA, it was defined that the privatization of INA d.d. would be carried out in the following way:
• By transferring 7% shares, without compensation, to the Croatian attorneys
• By the sale of 7% of shares to the employees and pensioners of INA, under favourable conditions
• By the sale of 25% + 1 shares to the strategic investor
• By the sale of 15% of shares through public invitation in the stock exchange
• By transferring a certain number of shares to a fund for ex-owners` compensation
The state of Croatia, through the stipulations of this Law kept a 25% + 1 share, which will be privatized after the acceptance of Croatia into membership of the European Union.
This Law includes the following stipulations:
• It is defined that the strategic investor will not have the right to dismiss the employees of INA for three years from the day of selling the shares
• Within the time the Republic of Croatia is the owner of at least one or more voting shares in INA d.d. , INA d.d., i.e. its management can only with the approval of the Government of Croatia (the Government of Croatia keeps the right of veto in making decisions) make decisions on the termination of the enterprise of INA, repudiation of the permission for doing activities in the interest of the Republic of Croatia, changes of the company, and the moving of the headquarters of INA d.d abroad
• In the case of starting the process of liquidation over INA d.d., as far as the Republic of Croatia is the owner of one or more voting shares of INA d.d, the Republic of Croatia has the right of pre-emption of the entire, i.e. parts of the property of INA d.d. at the estimated market value.
Having carried out the procedure of privatization and selection of Hungarian company MOL for the best bidder, the Contract for the takeover of the shares of INA for 505 million American dollars has been concluded, as have the Contract of mutual relationships of shareholders and the Contract on cooperation, which, among other things, included the following stipulations:
• The strategic partner does not get the right of pre-emption of the remaining shares
• There will not be a conditioned firing within a three year period
• The two refineries- in Sisak and in Rijeka- must continue to work
• The managing and supervisory board will have seven members, five named by the Croatian party and two by the strategic partner
• There is no dividend payment in the first three years of business operation- the entire profit is to be kept and directed to investments (modernization)
• By the dividend policy it is defined that only after these three years, during the fourth year, 25% of dividends can be paid from the current year, however without the payment of profits from the previous years
• The consent of the strategic partner is needed for concluding business deals and contracts whose value is greater then 10 million euros.
Having carried out the privatization, INA maximised the valued strategic partnership with MOL. The achieved profit in 2004 was 203 million dollars, which is 50% more compared to the previous year. Considering the segment of refinement in refineries and wholesale in 2004, after perennial losses, it gained a profit of 109 million dollars, although the volume of refining stayed at the level of previous years. In the modernization of the refineries in Sisak and in Rijeka, which refined 5.1 million tons of crude oil in 2004, 68 million dollars was invested, and a feasibility study for the modernization of the refineries, which predicted investments of 800-900 million dollars, has been completed, to enable the refineries to start derivatives production according to EURO V standards of quality. The first phase of the modernization of the refineries was successfully begun in 2005.
One of the important characteristics of the privatization process of INA in Croatia was an extraordinary transparency, as well as the clarity of the aim that was wanted to be achieved by the privatization. The President of the tender commission, i.e. the special Counsel for privatization, was the Prime Minister of Croatia, thus realizing the importance of such a process.
Unfortunately, the beginning of the privatization of NIS started in a classical Serbian way: with ill defined aims, avoiding personal responsibility for managing the process, and with a lack of transparency that is the logical consequence of the previous shortcomings. However, there is still time to remove these shortcomings in order to privatize the most important Serbian company successfully, for it to be modernized and again start business within the entire chain of the Serbian economy to which it is directly connected.
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