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 shareholder exchange in Naturgy, according to informed sources. And due to the importance of the gas company for the Spanish economy, which is considered strategic, the approval of the Spanish Government for the operation is essential. Spokesmen for the two ministries declined to comment on the matter yesterday.
These talks are led by Criteria, La Caixa’s investment arm chaired by Isidre Fainé, a historical reference shareholder of Naturgy and owner of 26.7% of its capital. The holding also did not make any statement about the information published yesterday by this newspaper. Naturgy, for its part, limited itself to pointing out that it did not comment on information relating to its shareholders.
These are advanced contacts with an energy company from the United Arab Emirates (UAE) with the aim of assuming part or all of the package that the CIP and CVC funds, 40% between the two, could put up for sale in a immediate future
An agreement of this kind would make it inevitable to launch a public offer for the purchase of shares (opa) on the rest of the capital. According to the legislation, it is mandatory to launch an offer on 100% of the capital of a company listed on the stock market “when the control of a company is reached, 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 should be remembered that in the talks between Criteria and the new investor, the signing of an agreement for the joint control of the company would also have been considered, which would establish the appointment of an independent executive chairman and the appointment of some of the board members. Everything would be framed in line with what is defined by the law on public procurement.
Yesterday, the CEO of Criteria, Ángel Simón, stressed that the holding “is very clear” that it will strengthen its commitment to strategic companies in which it is already present, such as Naturgy, CaixaBank, Telefónica or Aigües de Barcelona, ??maintaining its condition of being the first Spanish holding company investing in industrial companies.
Likewise, he emphasized that in these companies his philosophy is to ensure that a stable long-term shareholder is structured with a professional project in line with it.
Precisely, in Naturgy the current composition of the shareholders may end up generating instability: three capital funds have more than 55% in their hands.
With these two, GIP and CVC, both Criteria and Naturgy’s executive team maintain good relations, but these kinds of investors sooner or later have on the table the decision to sell the stakes, they never hold indefinitely in any the companies in which they participate. The eventuality that these packages of shares of such a 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 bring growth prospects to the energy company.
Unlike the climate of understanding that presides over the relations with the first two capital funds, with IFM, which now has 15%, the situation has been tense and uncomfortable from the very moment of its entry. The Australian fund landed through an unsolicited bid for 20%, which eventually settled at 10%, among other things because of purchases of Criteria shares, which lowered its expectations. In addition, the purchases of shares by IFM after the IPO have been reducing the shares that are traded on the market, which has had a negative impact on the quotation.
