Naturgy approves 10% takeover bid with the return of the United Arab Emirates to the scene

MADRIDNaturgy shareholders have approved a 10% takeover bid for the company's share capital to increase liquidity. This Tuesday, the state's largest gas company and third-largest electricity company submitted the decision to its general shareholders' meeting for approval. However, the company chaired by Francisco Reynés already arrived at the meeting with the commitment of its main shareholders (CriteriaCaixa, GIP-BlackRock, CVC, and IFM) to support the operation. In fact, this support was key to the takeover bid's success: it means that these shareholders have sold, relative to their weight, part of the capital they held in Naturgy. This Tuesday, the Algerian state-owned company Sonatrach, which holds a 4.1% stake, also joined the group. For the gas company, the move entails an outlay of up to €2.332 billion (the takeover bid was set at €26.50 per share).

The purpose of the move is to increase the so-called freefloat or free float up to 15%. The transaction is motivated by the fact that 80% of Naturgy's capital is controlled by these four shareholders, significantly reducing the number of shares available on the market compared to other listed companies. The National Securities Market Commission (CNMV) asked the company to correct this. The next step is to bring these shares to market so that small investors can participate, although this does not mean that the same shareholders who have now sold cannot later buy shares. This, for example, could be of interest to Criteria if it wants to strengthen its position. Overall, more than 99% of the shareholders represented at the General Meeting supported the transaction, according to the company.

The shareholders' meeting also approved the strategic plan for the period 2025-2027, as well as the expansion of Naturgy's board of directors, which now has sixteen members, and the shareholder remuneration policy (5.8 billion in dividends between 2025 and 2026 alone). In this regard, the dividend will be increased for current Naturgy shareholders, who will receive the corresponding amount for the 10% of the share capital that the gas company has just purchased.

Stock market rise

However, Tuesday's meeting coincided with reports suggesting a resumption of contacts between CriteriaCaixa, Naturgy's largest shareholder with 26.7% of the share capital, and the UAE multi-energy group Taqa. Specifically, the Emirati group's leadership reportedly met with CriteriaCaixa in Madrid to re-route its possible entry into the gas company's share capital, according to a report. Bloomberg this Monday night. An operation that was already attempted last April but was derailed two months later.. Sources at Criteria have not commented or confirmed the information.

Following this information, Naturgy opened the day with a 0.7% rise on the stock market, placing the share at €25.20. The gas company closed the day with a 2.24% increase, rising to €20.60.

The financial holding company of the La Caixa Foundation, chaired by Isidre Fainé, has already held talks with the Abu Dhabi company to acquire a stake in Naturgy. The move would have been a solution to the desire of the investment funds CVC and GIP-BlackRock, which after the takeover bid hold nearly 40% of the share capital, to exit Naturgy's capital. In any case, while CVC hasn't changed its position, Blackrock, which completed the purchase of GIP in October, hasn't specified its plans within the company.