There's only so much a Fool can cram into a 400-word Take. Sometimes a story just cries out for a follow-up.
Gazprom (NASDAQ:OGZPF.PK), and its recent move to emancipate its shares for free trading abroad, is one of those stories. As we discussed last week, the waning days of December 2005 saw Russian President Vladimir Putin repeal the "ring fence" on Gazprom shares -- the ban on foreign ownership of more than 20% of Russian gas giant's equity. That ban had been undermined by complicated shell-company schemes through which clever lawyers helped foreign investors create a "grey" market in pseudo-legal Gazprom shares, in addition to the existing markets for cheap domestic shares and pricey foreign-traded American Depositary Receipts (ADRs).
Under the new legal regime, Gazprom shares can trade freely domestically. They can also trade abroad as ADRs, up to the current limit of 40% of shares outstanding. Considering (a) foreign investors' hunger for a piece of the company that controls 25% of world natural gas reserves, (b) their wherewithal to buy those shares, and (c) the lack of similar investable cash among most Russian investors, I suspect that in short order, Gazprom's ownership structure will look something like this:
- Russian government stake: 50% + 1 share
- Domestic shares traded on local stock exchanges: 10%-1 share
- Foreign-traded ADRs: 40%
The catch lies within that last 40%. No sooner had Russia emancipated Gazprom's shares than its regulators began seeking to rein the shares back in, tie them to local stock exchanges, and ensure that a piece of the revenue from every trade placed stays "in the family," so to speak. According to an article in last Friday's Moscow Times, Russia's Federal Service for Financial Markets may cut the amount of a company's shares that can be converted into ADRs for easy trading abroad back down to 30%.
If this plan comes to fruition, U.S. individual investors could face a quandary -- and a capital loss. Assume that demand for Gazprom's shares convinces the Bank of New York (NYSE:BK) to create enough ADRs to house 40% of Gazprom's equity. If Russia subsequently cuts the limit to 30%, then 10% of Gazprom's shares could be stuck in legal limbo.
Institutional buyers would have an easy out: They could simply sell some ADRs and replace that equity by buying shares within Russia itself. Individual investors wouldn't have it so easy, however. For one thing, the institutional selling could put downward pressure on the price of the ADRs. For another, if Russia demanded that some of those ADRs be "de-deposited," I suspect few of us would know how to replace our stakes with domestic Russian shares -- or feel entirely comfortable doing so.
Fool contributor Rich Smith does not own shares of any company named above.
