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    GAZPROM MANAGEMENT WILL HAVE DIFFICULTIES IN ABSORBING ROSNEFT - EXPERTS

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    MOSCOW, September 16 (RIA Novosti) - The principal details of Rosneft absorption will be examined by Gazprom's board of directors at their nearest meeting, on September 28. A working group for the second stage of Gazprom reform has been given two weeks to draft a detailed plan of the deal, which Gazprom CEO Alexei Miller proposes to complete by the start of 2005. But, Vedomosti says, experts and officials say in unison that the deal may not pass off as smoothly as the Gazprom management would like it to.

    To begin with, notes Viktor Topadze, a legal expert from Gide Loyrette Nouel, when selling its own shares - whatever the payment for them - Gazprom is certain to pay a hefty tax on profits. "When the question of absorbing Rosneft came up for discussion, the tax schemes were not given a close study. But then it emerged that the tax may be as high as about $1 billion," the source close to the deal acknowledged.

    Second, there is a potential threat of default on the part of Rosneft creditors. Yelena Anankina, a Standard & Poor's analyst, explains that it is incomprehensible as yet what are the Rosneft liabilities that Gazprom will assume and whether Rosneft creditors will enjoy the same status as Gazprom creditors. A source close to one of the banks that is a Rosneft creditor explains that theoretically the lenders are entitled to demand an early redemption of the credit under the force majeure circumstances which also include actions by bodies of power.

    Finally, experts note, minority shareholders of Rosneft subsidiaries may forward claims. For example, they may protest the evaluation of the oil company required for the transfer of its shares into Gazprom ownership.

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