The Ministries of Economy and Ecological Transition, led by Carlos Cuerpo and Teresa Ribera, are informed about the progress in the talks for a possible shareholding change in Naturgy, according to informed sources. And due to the importance of the gas company for the Spanish economy, which is considered strategic, the Government's approval for the operation is essential. Spokespeople for both ministries declined to comment on the matter on Monday.
These conversations are led by Criteria, the investment arm of La Caixa chaired by Isidro Fainé, a historical reference shareholder of Naturgy and owner of 26.7% of its capital. The holding company also did not make any statement about the information published this Monday by this newspaper. Naturgy, for its part, limited itself to pointing out that it did not comment on information related to its shareholders.
These are advanced contacts with an energy company from the United Arab Emirates (UAE) with the aim of it assuming part or all of the package that the CIP and CVC funds, 40% between the two, could put up for sale in the future. immediate.
An agreement of this type would make the launch of a public offer for the purchase of shares (takeover bid) for the rest of the capital inevitable. According to the legislation, it is mandatory to launch a takeover bid for 100% of the capital of a listed company “when control of a company is achieved, which is defined as the acquisition of 30% of the voting rights or the appointment of more than half of the members of the board of directors.”
It must be remembered that in the conversations between Criteria and the new investor, the signing of an agreement for joint control of the company was also considered, which would establish the appointment of an independent executive president and the appointment of some of the board members. Everything would be framed in line with what is defined by the takeover law.
Yesterday, the CEO of Criteria, Ángel Simón, stressed that the holding company "is very clear" that it will reinforce its commitment to strategic companies in which it is already present, such as Naturgy, CaixaBank, Telefónica or Aguas de Barcelona, maintaining its status as a the first Spanish investment holding company in industrial companies.
Likewise, he emphasized that in these companies their philosophy is to ensure that they have a stable long-term shareholder structure with a consistent professional project.
Precisely, in Naturgy the current composition of its shareholders may end up generating instability: three capital funds have more than 55% in their hands.
With the two mentioned, GIP and CVC, both Criteria and the Naturgy executive team maintain good relations, but this type of investors sooner or later have on the table the decision to sell their stakes, which they never maintain indefinitely in any of the companies in those who participate. The possibility that these packages of shares of such significant volume are placed without any mediation is precisely what we are trying to avoid.
Criteria's intention is that the new replacement investors have financial capacity and industrial solvency, so that they provide growth prospects for the energy company.
Unlike the climate of understanding that presides over relations with the first two capital funds, with IFM, which now has 15%, the situation is one of tension and discomfort from the moment of entry. The Australian fund landed through an unsolicited takeover bid for 20%, which finally remained at 10%, among other things due to the purchases of Criteria shares, which lowered its expectations. Furthermore, the purchases of shares by IFM after its takeover bid have been reducing the shares traded on the market, which has had a negative impact on the price.
