* Energy group to sell shares, hybrid notes
* Two big shareholders to take up rights
* Uncertainty dispelled but hopes for divestments dashed
* Shares down 1.5 pct after 4 percent drop in early trade
(Adds IPIC to exercise rights, updates market reaction)
VIENNA, May 17 (Reuters) - OMV's (OMVV.VI) two biggest shareholders are to buy shares in a rights issue the Austrian oil and gas group has set after some big-ticket acquisitions.
Abu Dhabi's International Petroleum Investment Co (IPIC), which has a 20 percent stake, will exercise its rights, OMV said on Tuesday.
Austrian state holding company OIAG, which has a 31.5 percent stake, announced on Monday it would keep its stake above 30 percent.
OMV's plan to raise its share capital by around 9 percent and sell hybrid notes lifted uncertainty about how the company would ease debt. [ID:nLDE74F2AD]
But it disappointed investors who were hoping it would sell assets to help meet some of its financing needs, analysts said.
Shares fell more than 4 percent in early trade but pared losses to trade 1.5 percent lower at 29.50 euros by 1038 GMT.
"We've expected a capital increase and we have had it incorporated in our estimates already -- a capital increase of 10 percent of share capital -- and now it is 9.09 percent, so this was expected," said Erste Group analyst Thomas Unger.
"What we didn't expect is that they would do both -- hybrid and capital increase," he added.
"I do believe some were hoping for an alternate solution, a non-dilutive solution, such as the sale of its stake in (plastics maker) Borealis to refinance its capital needs."
OMV on Monday announced the refinancing plan to ease debt following acquisitions that pushed its gearing to 47 percent, well above its 30 percent target.
OMV bought Turkish petrol retailer Petrol Ofisi in a 1 billion euros deal last year and strengthened North Africa operations this year with the purchase of Tunisian assets of Pioneer Natural Resources Co (PXD.N).
OMV said it would issue up to 27.27 million new shares on a subscription ratio of one for each 11 held, with the price to be determined on the basis of a bookbuilding process.
It said the maximum price had been set at 33 euros, meaning it could raise up to about 900 million euros ($1.28 billion).
"Although OMV has typically traded on a discount rating to the sector this has widened partly because of the expectation of an equity issuance. Hence while a share price fall might be expected we think much is already in the price," UBS said in a note to clients.
OMV trades on a 12-month forward price/earnings ratio of around 6.4 times, a discount to rivals Repsol (REP.MC) on 10.2 times and Eni (ENI.MI) on 7.3 times, according to Thomson Reuters StarMine, which weights analyst estimates by their previous accuracy.
Hybrids are deeply subordinated bonds which stand below senior creditors in the event of default or credit restructuring. Issuers like them because they blend debt and equity and thus help to preserve credit ratings. [ID:nLDE68G13I]
Hybrids have an additional benefit of allowing companies to raise equity more quickly and cheaply than a rights issue, without upsetting shareholders by diluting shares.
"The company has done a few acquisitions lately and the hybrid will provide it with balance sheet support in order to maintain a solid investment-grade rating," said a banker familiar with the transaction.
OMV is rated A3 by Moody's Investors Service and A- by Fitch.
OMV's five-year credit default swaps closed at around 94 basis points on Monday, according to Markit, and were steady on Tuesday, the banker said.
OMV is due to start a roadshow for the euro-denominated hybrid bond on Wednesday via Bank of America Merrill Lynch, Barclays Capital, Deutsche Bank, JP Morgan and UniCredit. (Additional reporting Natalie Harrison in London and by Fredrik Dahl in Vienna; Editing by Erica Billingham and Mike Nesbit) ($1=.7038 euros)