Khabarovsk (Platts)--30Nov2012/723 am EST/1223 GMT

Russia's Rosneft expects to sign in December a legally binding agreement with Russian group Alfa-Access-Renova (AAR) to buy its 50% stake in the TNK-BP oil venture, Rosneft's CEO Igor Sechin said Friday.

"We are finalizing preparation of a binding agreement [with AAR] which we will sign in December," he told reporters.

"We have agreed on almost all fundamental issues. There are one or two points outstanding, which I think will be resolved in the next few days," he said.

Rosneft announced in October plans to buy all of TNK-BP, Russia's third biggest oil producer, from its shareholders BP and AAR.

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Last week, it signed a definitive and binding agreement with BP to acquire its 50% stake in TNK-BP in exchange for $17.1 billion in cash and a 12.84% stake in Rosneft from shares currently held in treasury.

The deal also provides for BP to use $4.8 billion of the cash from Rosneft to buy an additional 5.66% stake in Rosneft from the Russian government through Rosneftegaz, bringing the oil major's stake in Rosneft to 19.75%.

Under a framework agreement with AAR inked in October, Rosneft is to buy the group's 50% of TNK-BP for $28 billion.

Revealing few new details on the planned reorganization of the business, following the acquisition, Sechin said Rosneft expects to maintain and develop brands under which TNK-BP's gasoline stations now work.

TNK-BP controls around 1,500 retail gasoline stations under brands of BP and TNK in central Russia and Ukraine.

"We will maintain and develop the brands," he said.

Sechin was speaking after an extraordinary shareholders meeting, which elected Sechin to the board of directors. Sechin replaced Rosneft's deputy CEO Eduard Khudainatov, who headed the company until May.

COMPENSATION

Separately, Sechin said that planned liberalization of access to Russia's offshore reserves for private companies could mean the government would need to pay compensation to Rosneft.

"When Rosneft held an IPO in London in 2006, the government pledged not to create conditions that would negatively affect Rosneft's shareholders," Sechin said.

"If such decisions [as providing offshore access to private companies] are made, [the government] is to take into account compensation that the shareholders would need," he added.

Russia's legislation, adopted in 2008, effectively grants the right to develop the country's offshore fields to only two state-run companies -- Gazprom and Rosneft.

The government is currently considering a change to the law to grant access to carry out exploration offshore Russia to a greater number of companies, including foreign investors, to accelerate development of offshore reserves.

Lukoil CEO Vagit Alekperov Thursday did not rule out that the decision could be taken in December.

Through 2011 and 2012, Rosneft has invited a number of international partners to help it explore and develop offshore reserves, including US ExxonMobil, Italy's Eni and Norway's Statoil.

--Rosemary Griffin, rosemary_griffin@platts.com
--Writing by Nadia Rodova, nadia_rodova@platts.com
--Edited by Jeremy Lovell, jeremy_lovell@platts.com

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