Criteria, Naturgy’s first shareholder with 26.7%, is already facing the reorganization of the gas company’s capital with the aim of ensuring its stability and protecting its control, according to several sources consulted. This complex operation, for an amount greater than 8,000 million euros, would imply 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 do not It would be ruled out that it would end with the launch of a takeover bid (public offer for the acquisition of shares). Sources indicate that the investor would be a private group from the United Arab Emirates (UAE). The objective: to renew the majority of control historically anchored around La Caixa-Criteria, preserving Spanish interests.
The strategic nature of Naturgy – gas supply to 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 is no longer the first customer in that country, ousted by Italy); owns combined cycle plants and is one of the largest Spanish multinationals – implies that the entry of the new investor would require the green light from the Government, with whom Criteria maintains regular contact, say government sources consulted.
It would be the most profound and complex operation of those that Criteria has on the table, the La Caixa holding company chaired by Isidro Fainé and that is undertaking the turnaround of its portfolio of industrial holdings in large corporations in crucial sectors of the economy. and pilots the changes in the gas company. The execution is led by his CEO, Ángel Simón.
The objective of Criteria, the first Spanish industrial investment holding company, would be to formally agree with the new shareholder on a kind of joint co-management, 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 these shareholder agreements. Until 2016, Caixa and Repsol maintained a similar one in Gas Natural (the predecessor of Naturgy) and they undid it precisely when they sold the 20% they now have to GIP.
Criteria would have postulated in the possible agreements the continuity of Francisco Reynés as executive president of Naturgy in an independent capacity, the functions he currently holds.
The La Caixa holding company maintains excellent relations with the two aforementioned funds, GIP and CVC, but 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 its management, like the vast majority of shareholders. For La Caixa, the participation in Naturgy has an essential and temporarily indefinite nature, that is, it wants to maintain 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 for this reason, IFM only obtained 10% and since then it has been buying in the retail market, which has caused a decrease in the volume of securities in negotiation (free float), which according to analysts is harming its price and has generated the rejection of the rest of the partners.
GIP entered Naturgy in 2016, disbursing 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 2018 and also paid 3.8 billion for 20.4%. These are funds that are held only for a limited time in the companies in which they invest.
Criteria has already undertaken a first strategic move in 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 configured that includes La Caixa, with 5% and another 2.5% that CaixaBank still has and that could be reduced; BBVA, also with 5% and the Spanish State, Sepi, with 3%, with a declared intention of 10%. In total, around 20%, to shield the leading Spanish telecommunications operator.
Similarly, Criteria has already anchored itself in 30.1% of CaixaBank, a bank headed by Gonzalo Gortázar, CEO and chaired by José Ignacio Goirigolzarri. CaixaBank contributes the largest dividend to Criteria, 558 million, ahead of Naturgy (388 million) with which the holding company provides funds to the Fundació La Caixa: 600 million annually for its social activities. In all three cases, Criteria’s intervention seeks to ensure shareholder stability and maintain control in the hands of leading Spanish shareholders.
