Australian fund IFM only gets 10.83% stake in Naturgy

BarcelonaAustralian fund IFM has only obtained 10.83% of Naturgy's capital, well below the 17% it proposed as a minimum to carry out its takeover bid (OPA). Nevertheless, the Australian fund has decided to keep the shares it obtained, as reported to the National Securities Market Commission (CNMV), and becomes the fourth largest shareholder in the Catalan energy company.

Naturgy shares closed Wednesday's session with a 3.99% rise and stand at €22.95 euros, above the €22.07 offered by Australian fund IFM in its takeover bid for 22.69% of the capital of the energy company. On Thursday afternoon, Naturgy was the value that rose the most in the stock market. The market has received the outcome of the takeover bid well and the company's shares were trading at €23.81, 3.75% above Wednesday's close.

The IFM fund had conditioned the success of its bid to obtaining 17% of the shares, although in the prospectus of the takeover bid it expressly states that it could lower this threshold to 10%, as it finally has. IFM also lowered the initial offer from €23 per share to 22.07 after Naturgy distributed a dividend to its shareholders. The takeover bid was proposed in January, but did not receive the approval of the Spanish government until August, and the authorisation of the CNMV did not arrive until September 8.

Naturgy's institutional shareholders (the funds CVC and GIP, with 20% each) and CriteriaCaixa (26.5%) made it clear they did not intend to sell and, in addition, the investment arm of LaCaixa announced its intention to strengthen its position in the energy company to a level slightly below 30% of shares.

Naturgy's directors also announced that they would not accept the offer individually. Although the board of directors considered that the price offered was "reasonable", it emphasised the fact that the fund's proposal could pose a problem of corporate governance, given the intention of IFM to appoint two directors, which would mean the departure of two independent directors.

On the other hand, given IFM's intention to support a reduction in Naturgy's dividend to reinforce the investments of €14bn that its five-year strategic plan foresees, the Fundació Bancària La Caixa defended this dividend, which is almost half of what the foundation dedicates to its social programme.

In recent weeks Jaime Siles, IFM's representative in Spain, had repeatedly expressed optimism about the possibility of reaching the desired minimum of 17%, which would have meant a great uptake by small shareholders.