Criteria regains its stake in Naturgy following BlackRock's departure

MadridCriteriaCaixa, the investment holding company of La Caixa, has regained the stake it held in Naturgy before the gas company's self-takeover bid in 2025. After investing €485 million, La Caixa's holding company has acquired an additional 2% of Naturgy's capital, bringing its total to 25.9%, according to the Spanish National Securities Market Commission (CNMV). When the self-takeover bid for 10% of Naturgy's capital took place, CriteriaCaixa, like the other shareholders, had to sell some of its shares, leaving the holding company, chaired by Isidre Fainé, with only 23.9% of the share capital and relinquishing its stake. This Wednesday's move represents a step forward in consolidating Criteria's position as the energy company's largest shareholder, while also reinforcing its strategy of maintaining its historical ties and, therefore, its influence. However, the transaction took place taking advantage of BlackRock's divestment, which just a week ago began its exit from Naturgy with the accelerated sale of 7% of its shares for €1.8 billion. Now, the US investment fund holds only 12.6% of the share capital, making it the fourth largest shareholder behind CVC and IFM.

Sources within the investment holding company frame the purchase of 2% of the capital within this context and reaffirm that it aims to "recover" the situation that existed before the self-takeover bid. In fact, the self-takeover bid had to be carried out, above all, so that Naturgy could have more free float, that is, shares that are traded on the stock exchange (liquidity(in financial jargon), as the CNMV had required. CriteriaCaixa feels comfortable in this now strengthened position, and the same sources indicate that for the moment there are no plans to further increase its stake in Naturgy.

What about the other shareholders?

Meanwhile, attention is also focused on the other shareholders. To begin with, BlackRock's move a few days ago (it is a Naturgy shareholder after acquiring GIP) should be seen as part of a long-term strategy GIP has been pursuing: exiting the gas company as a shareholder. Industry sources explain that no further divestment is planned; instead, the current position (12.6% of the capital) will be maintained with the intention of being a stable, long-term shareholder for Naturgy. BlackRock also does not intend to change its position on the board of directors, where it holds two seats. BlackRock informed the company and the Spanish government of its partial exit. As for CVC, the second-largest shareholder with 20.7% of the capital, its intention has also long been to exit Naturgy. In this regard, Criteria attempted to facilitate the entry of the UAE-based multi-energy group TAQA to find a solution, but the talks fell through. In contrast, IFM, the third largest shareholder, has already stated its desire to consolidate its position within Naturgy and, in fact, has been vying for a second seat on the board.