CVC and Alba Financial Corporationthe investment firm of the March family, are working on an agreement so that their alliance in the capital of Naturgy will remain on the same terms as of May, at which time the pact that They signed in 2018 allows the saga of Mallorcan origin to sell its shares in the gas company without needing to receive authorization from the British fund, according to knowledgeable market sources.
CVC and Alba, who have declined to comment, became shareholders in Naturgy almost seven years ago when they bought Repsol’s 20% stake. They did it through the vehicle Rioja Bidco Shareholdingswhich currently controls 20.71% of the capital of the company chaired by Francisco Reynés.
The fund led in Spain by Javier de Jaime controls 74.27% of this vehicle and the March firm controls 25.73%. Their indirect positions in the energy sector currently amount to 15.385% and 5.33%, respectively. Besides, Alba has 0.11% directly, so it reaches a total of 5.44%.
CVC and the Marches are negotiating to extend the ‘lock-up’, although for now they have not set the period for which they will extend it, according to the same sources. With The extension of this point of the partners’ agreement in Naturgy will ratify their alliance in the gas company and will consolidate their alignment in future decisions they may make. In this sense, the intention of the two investors to go hand in hand with a view to the eventual divestment of the 20.71% stake that they hold jointly is evident, and at current prices it is worth 4,683 million euros – they disbursed 3,816 million at the time. .
The sources consulted explain that the possible sale of the complete package will generate more interest in the market than if Alba decided to separately divest its position in Naturgy. They emphasize that The attractiveness of buying 20.7% of the gas company is greater than if it were limited to 5.4% of the Marchespecially because Rioja’s participation grants two seats on the board of directors that are occupied, by virtue of their majority in the company’s capital, by CVC. They are Javier de Jaime, managing partner of the British management company, and José Antonio Torre de Silva, partner of the firm.
Rioja emerges as the third largest shareholder of Naturgy, behind Criteria, which holds 26.7%, and BlackRock, which after purchasing GIP last year adds 20.96%. The fourth is the Australian IFM fund, which exceeds 16%.
In April 2024, Criteria and the Emirati Taqa announced that they had begun talks to explore a cooperation pact in Naturgy. In parallel, the Abu Dhabi firm entered into negotiations to acquire the shares of Rioja and GIP and launch a public acquisition offer (takeover bid) for 100% of Naturgy’s capital. In June, the industrial arm of La Caixa informed the market that negotiations with Taqa had broken down.
The firm he presides Isidro Faine He then reaffirmed his commitment as a long-term investor to Naturgy’s industrial project, reiterated his explicit support for the transformation plan in which the company is immersed and opened the door to exploring alternatives to incorporate partners that would allow for a deeper transformation of the gas company. and accelerate its energy transition.
After the withdrawal of Taqa, Naturgy remains in the focus of investorsespecially because two of its largest shareholders, CVC and GIP, are close to exhausting the terms of the vehicles with which they invested in the gas company, with generous capital gainsalthough they could choose to create continuity funds. BlackRock’s strategy in listed companies, however, is to have much smaller stakes in listed companies than it currently has. Before the possible operation with the Emirati firm, CVC and GIP also saw how the so-called Gemini project, which sought to break up the company to facilitate its sale, declined.
Strategic plan
With the intended extension of the ‘lock-up’ the Marches will further link their designs at Naturgy to those of CVC. The negotiation occurs at a key moment for the gas company, which is preparing to present its strategic plan between the end of February and the beginning of March and Reynés has already stressed that aims to accommodate shareholders who want to continue with the project. The main debate is about finding the balance between shareholder remuneration – the Government demanded a prudent dividend policy – and the investment capacity to undertake the energy transition.
Naturgy will hold a board of directors meeting tomorrow in which, in addition to the new strategy, the formal request that IFM has just made to have a second seat on the company’s governing body will be addressed. If you accept it, it will imply its recomposition.
The pact between CVC and Alba that they signed in 2018 includes, in addition to the fact that the March vehicle cannot transfer its shares in Rioja to a third party without the authorization of the British fund for seven years – until May -, that Both firms will have the right of first offer -They may make a counteroffer when one of the two informs of their intention to sell Naturgy securities. Likewise, Alba has the right to support if the British manager decides to divest. And finally, CVC has the right to carry forward, so it will force Alba to sell if it gives up 100% of its stake in the company chaired by Francisco Reynés.
Alba invested 500 million euros to acquire 5.16% of Naturgy in 2018, while CVC disbursed more than 1.8 billion. The March company, which has just made the decision to go public, has in its portfolio other Spanish listed companies such as Acerinox, Ebro Foods, Viscofan, Cie Automotive and Colonial.
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