Criteria, Naturgy’s first shareholder with 26.7%, would already face the reorganization of the gas company’s capital with the aim of ensuring its stability and shielding its control, according to various sources consulted. The complex operation, for an amount of more than 8,000 million euros, would involve the possibility of changing all or part of the capital currently in the hands of two large capital funds, CVC and GIP, with 40%, when they consider their exit and it would not be ruled out that it ended with the launch of an OPA (public offer for the acquisition of shares). Sources point to the fact that the investor would be a private group from the United Arab Emirates (UAE). The objective: to renew the controlling majority historically anchored around La Caixa-Criteria, preserving Spanish interests.
The strategic nature of Naturgy – gas supply of the country, among other things with the contract with the Algerian public company Sonatrach; participates in the capital of two gas pipelines that transport it from Algeria (although it has ceased to be the first customer of this country, replaced by Italy); has combined cycle power plants and is one of the large Spanish multinationals – it implies that the entry of the new investor would require the green light from the Government, with which Criteria maintains regular contact, say government sources consulted.
It would be the largest and most complex operation of those on the table for Criteria, the holding company of La Caixa chaired by Isidre Fainé and which deals with the turnaround of the portfolio of industrial holdings in large corporations in crucial sectors of the economy and pilots the changes in the gas company. The CEO, Ángel Simón, controls the execution.
The objective of Criteria, the first Spanish industrial investment holding company, would be to formally agree on a kind of joint management with the new shareholder, so that Spanish interests would have pre-eminence and veto power in major strategic decisions.
It would not be the first time that the gas company operated under the influence of parasocial pacts. Until 2016, La Caixa and Repsol maintained a similar one to Gas Natural (the predecessor of Naturgy) and they got rid of it precisely when they sold the 20% it now has to GIP.
Criteria would have postulated in the possible pacts the continuity of Francisco Reynés as executive chairman of Naturgy as an independent, the functions he currently holds.
La Caixa’s holding maintains excellent relations with the two aforementioned funds, GIP and CVC, but it already expressed its differences with the third, the Australian IFM, at the last Naturgy meeting, which questioned Reynés’ remuneration. Criteria, on the other hand, voted in favor, as well as in terms of its management, like the vast majority of shareholders. For La Caixa, the stake in Naturgy is essential and temporarily indefinite, that is to say, it wants to maintain a decisive influence on its strategy.
In 2021, their commitment was tested when IFM launched a takeover bid for 20%; reacted by investing 400 million in the purchase of another 2%, up to the current 26.7%. Partly because of this, IFM only got 10% of it and since then has bought into the retail market, which has led to a decline in the volume of securities traded (floating capital), which analysts say is hurting its contribution and has generated the rejection of the rest of the members.
GIP entered Naturgy in 2016, paying 3.8 billion for its 20%. It is now immersed in a process of change of ownership, which passes into the hands of Blackrock, although it has not yet been effective. In the case of CVC, which entered in 2018 and also paid 3,800 million for 20.4%, these are funds that remain only for a limited time in the companies in which they invest.
Criteria has already made a first strategic move at Telefónica, a company chaired by José María Álvarez-Pallete and in which La Caixa is a historic investor. He bought his first 2.5% in 1987 and Fainé has been vice president since 1994, 30 years ago. In response to the entry of the Saudi group STC, which has 5% and aspires to 10%, a hard core has been set up that includes La Caixa, with 5% and 2.5% more than still has CaixaBank and that could be reduced; BBVA, also with 5% and the Spanish State, Sepi, with 3%, with a stated intention of 10%. In total, around 20%, to shield the first Spanish telecommunications operator.
In the same way, Criteria has already secured 30.1% of CaixaBank, a bank run by Gonzalo Gortázar, CEO and chaired by José Ignacio Goirigolzarri. CaixaBank provides the largest dividend to Criteria, 558 million, compared to Naturgy (388 million), with which the holding funds Fundació La Caixa: 600 million annually for social activities. In all three cases, Criteria’s intervention aims to ensure shareholder stability and maintain control in the hands of leading Spanish shareholders.
