Fuente: © European Union
http://europa.eu.int

EU: Mergers: summary of the remedies offered by GDF and Suez

/noticias.info/ The European Commission has approved under the EU Merger Regulation the merger of Gaz de France (GDF) and Suez group, subject to conditions (see IP/06/1558). These conditions make legally binding commitments submitted by the parties on 13 October 2006, and cover five main elements:

i) divestiture of the Suez group’s holding in Distrigaz

ii) divestiture of GDF’s holding (via Segebel) in SPE

iii) restructuring of the activities of Fluxys s.a. and relinquishing of all control over the company

iv) a series of additional measures (most notably investments) relating to the gas infrastructures in Belgium and France

v) divestiture of Cofathec Coriance and the district heating networks operated by Cofathec Services.

Divestiture of Distrigaz

Suez will divest its holding in Distrigaz to a third party, which must have relevant expertise in the energy sector and in particular in the downstream supply to final customers. The candidate purchaser will be subject to the Commission’s approval.

Distrigaz will be divested in is entirety, with all tangible and intangible assets, including the upstream supply contracts currently in its procurement portfolio.

Prior to the divestiture of its stake in Distrigaz, the merged entity will conclude one or more supply contracts with Distrigaz, intended to cover part of Electrabel’s needs for its gas-fired power plants and the needs of Electrabel Customer Solutions (ECS) to serve its customers (mainly residential). These contracts will amount to a maximum of 70 terawatt hours (TWh) at the time of the divestiture, and will decrease over time. After five years, contracts for only 20 TWh will remain in place.

Lastly, the parties undertake to transfer to Distrigaz, at any time, the storage capacity in Belgium and the corresponding volumes being stored, relating to any existing ECS public supply customer in Belgium which might be acquired by Distrigaz or by one of the resellers supplied by it.

Divestiture of SPE

The parties have undertaken that GDF will relinquish its 50% shareholding in the capital of Segebel, a company which itself has a 51% shareholding in SPE’s capital.

Reorganisation of Fluxys’s activities and loss of control of Fluxys as regards regulated activities

Fluxys’s activities will be reorganised into two entities, Fluxys s.a. and Fluxys International s.a. Fluxys International s.a., originating with the present Fluxys LNG s.a., will own the Zeebrugge LNG terminal and the non-regulated Belgian and international assets (BBL, Huberator, Gas Management Services Limited, Belgian Pipe Control, C4Gas and Endex). The other entity (Fluxys s.a.) will own the entire Belgian gas transmission/transit system as well as all the Belgian gas storage infrastructure. To this end, GDF will transfer to it its 25% holding in Segeo (natural gas transmission/transit operator) and Suez will transfer to it Distrigaz & Co (which markets transit capacity on the Troll and rTr routes).

Fluxys s.a. will operate all the infrastructures regulated under Belgian law (transmission/transit system, storage, LNG terminal).

The parties have undertaken not to control Fluxys s.a., either de facto or de jure or by a shareholders agreement. In order to guarantee this commitment, the parties entered into the following undertakings:

As regards Fluxys s.a., the parties have undertaken:

- not to hold more than 45% of Fluxys s.a.’s capital; Publigaz holds 45% of this capital

- not to have more than seven representatives out of 21 on the Board, in parity with Publigaz, and not to make proposals for the nomination of the seven independent directors who will also be members of the Board

- that no Fluxys s.a. director exercises any responsibility in gas supply activities

- to set up an executive committee within Fluxys s.a. with exclusive powers as regards (i) the management (including commercial strategy) of the regulated infrastructures and (ii) the overall investment plan for regulated infrastructures in Belgium. The Board will not be able to reject the overall investment plan except on the grounds of the impact any such investment would have on the company (under protection of financial interests of shareholders acting as investors). In this latter case the parties will vote to allow the investments to be financed by a third party and if necessary to allow the capital of Fluxys s.a. to be opened up to third parties with the specific objective of financing these investments;

- not to control the executive committee, either de facto or de jure or by a shareholders agreement.

As regards Fluxys International s.a, the parties have undertaken the following:

- the merged entity will hold not more than 60% of the company’s capital;

- the Fluxys s.a. executive committee, referred to above, will draw up an overall investment plan for the LNG terminal and the Zeebrugge hub, which the Board of Fluxys International will be unable to reject except on grounds of its financial impact on the company (under protection of financial interests of shareholders acting as investors). On its own initiative, the executive committee of Fluxys s.a. will also be able to propose additional investment in the regulated and unregulated assets owned by Fluxys International or its subsidiaries. Should these investments be rejected by the Board of Fluxys International, the representatives of the merged entity will vote to allow the financing of such investment by a third party and if necessary to allow the capital of Fluxys International s.a. to be opened up to third parties with the specific objective of financing these investments.

Additional measures relating to gas infrastructure in Belgium & France

Belgium

The parties have undertaken, in particular, to create a single point of entry at Zeebrugge bringing together the pipeline hub, the LNG terminal, the point of arrival of the Interconnector Zeebrugge Terminal (IZT) and the point of arrival of the Zeepipe Terminal (ZPT).

France

LNG storage and terminals

The parties have undertaken in particular to develop new storage capacity (80 Mm3 at the Trois Fontaines site, available at the end of 2009, and 60 Mm3 at the Alsace site, available at the latest in 2018) and new capacity at the Montoir terminal (available as from 2007), and to offer this new capacity on the market prior to their availability, partly already before the end of 2007. Concerning access to the Fos Cavaou terminal, as of its commissioning and for the capacities which are not under long-term reservation, a transparent and non-discriminatory mode of commercialisation will be established in coordination with the CRE.

Corrective mechanisms on the GRTgaz network

The parties have undertaken to adopt a variety of measures designed to improve the operation of the ‘use it or lose it’ mechanisms and the returnable capacities..

Investment on deodorisation

The parties have undertaken that GRTgaz will install a deodorisation plant at the Taisnières H entry point which will be able to provide a physical flow towards Belgium of 300,000 m3 per hour.

Governance and transparency

The parties have undertaken in particular:

- to increase the independence of GRTgaz in the field of communication and to strengthen guarantees in connection with the protection of sensitive information

- to transfer the activities of the LNG tanker-terminal operator to subsidiaries in accordance with rules on independence aligned on those of GRTgaz.

District heating networks

The parties have undertaken to relinquish:

(i) Cofathec Coriance and all the elements which go to make up its stock-in-trade, including all its staff and all its contracts but excluding its holding in district cooling networks (i.e. Climespace, which operates the district cooling network in Paris, and SESAS, which operates the district cooling at the Stade de France) and

(ii) the five district heating networks operated by Cofathec Services, as well as the staff associated with the operation of these networks.
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