Naturgy’s advice has conjured to give a message of unity to the market after tensions lived with IFM on last year’s board. As explained by the president, Francisco Reynés, investors have asked that it be explained that the approval of his road map has been backed unanimously.
The company has no enemies and they are not within the shareholders, explained the manager. For the president and CEO, the company “is in an share stability situation around the strategic plan and here it ends. This is not a cricket of crickets,” he said.
Since last September, the company has worked in a solution to the tensions lived with the funds and have devised a plan that will increase the liquidity of the action, raise the dividend, maintain the structure of power and facilitate a revaluation of the company, to value the company before the arrival of an eventual OPA by Taqa or any other interested.
To release this new period, Naturgy will launch a deep corporate reorganization. The company will formally propose a voluntary OPA at a price of 26.5 euros per share for 10% of its share capital, which will mean a disbursement of 2.4 billion euros.
The objective of this measure is to increase the free float to an adequate level – as the CNMV had requested – that allows the gasist Free float supposes 15%).
The operation will have a first section of 25% for minority and subsequently a proportional reduction by large shareholders. All of them have committed to the Council to go proportionally so that the current share balance is maintained.
Once the purchase period of this 10%ends, these actions will lose the voting rights, and the company may sell them without a fixed period when it considers that it can increase the value for the company without affecting the market price.
This decision is made after the increase in IFM participation during the past year causes the departure of liquidity rates. It remains to see if the parties will commit not to increase their participations with the Free Float that returns to the market.
The process of returning these titles will be managed by Steven Fernández’s team in Naturgy. In fact, the company has even left the recovery of the 2.4 billion that intends to invest in this OPA between 2025 and 2027. The operation is an 8% premium on the price value at the end of Wednesday (24 , 4 euros per share) and is part of the company’s strategic plan to invest 6,400 million euros, 75% of them in Spain between 2025 and 2027, and distribute 5,800 million in dividends.
The Board of Directors has also agreed unanimously, to propose to the Board the modification of the number of council members raising them up to 16, in accordance with the principle of proportional representation.
This means increasing the Sunday counselors of each reference shareholders in a new member and allows the number of independents to be maintained. In addition, progress is made in the achievement of parity objectives. In this way the Council would have the following distribution: Criteriacaixa will have four Sunday counselors. GIP/Blackrock will have three Sunday counselors. Rioja/CVC will have three Sunday counselors and IFM will have two Sunday counselors. The company will have three independent directors and an executive president.
The Council will propose to the Board the renewal of the directors who have their expired mandate as Isabel Estepé, by Criteriacaixa, Raj Rao and Lucy Chadwick, by GIP/Blackrock, Javier de Jaime, by Rioja/CVC and Helena and Helena Herrero, as an independent counselor.
On the other hand, María Isabel Gabarró will be incorporated, by Criteriacaixa, Martin Catchpole, by Gip/Blackrock, Marta Martínez, by Rioja/CVC and Nicolás Villén, by Ifm. All these changes taken carried out both in the strategy and the Board of Directors of the Gasista involve certifying the death of the Gemini Project, which received the rejection of the Vice Presidents Teresa Ribera as Sara Aagesen, although the president of the company, Francisco Reynés, remains to be closed.
The Council has agreed to convene general meeting of shareholders for March 25 at the headquarters of Avenida de América.
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