Naturgy and his great shareholders-Caixa Criteria, CVC, GIP and IFM-will present in the booklet of the Operation of Auto-Opa the agreed conditions to be able to return the liquidity in the stock market to the company without any of them being able to get an extraordinary revenue for the return to the market of these titles.
The four major gasist shareholders will set the conditions to carry out the subsequent sale of 10% of the company’s capital so that the gasist can maximize its benefit in this operation for which there will not be a specific time of time, according to the company.
Although the auto-OPA has been presented as a movement to increase the liquidity of the shares in the market and improve its weight in the stock market rates, a fundamental issue remains in the air: Is there any type of restriction so that current sellers cannot repurchase these titles in the future? Although the details about these points have not been revealed, sources consulted by this newspaper indicated that they will be included within the brochure of the operation that will be presented to the National Securities Market Commission, once the General Board of Shareholders has already given its approval.
The brochure will collect the agreements between the parties to prevent the liquidity recovery strategy from losing effectiveness. Otherwise, it could lead to a simple temporary readjustment of shares, which would allow majority shareholders to reinforce later and alter the balances of power within the Board of Directors.
This aspect is not less, since if any of the current major shareholders decided to increase its position once the shares return to the market, it could affect the liquidity gained with the auto-opa and reducing the free float that is sought to increase with the operation. In addition, depending on who will take the initiative, the distribution of influence in the company could be modified, generating a new power scenario within Naturgy’s shareholders.
At the moment, the company and its shareholders have avoided making statements on this point, maintaining the focus on the execution of the operation and obtaining the support of the Board of Shareholders on March 25. However, the market remains attentive to any signal on whether there is a stability pact that prevents future movements or if, on the contrary, the door is open to possible shareholding adjustments or even the arrival of new shareholders, among which Taqa continues to sound as a relay of CVC.
At the moment, some of the funds such as CVC and Blackrock are in the final stretch of their investment period and seek to optimize their departure without generating distortions in the value of the company. This situation adds pressure to Naturgy’s strategy, which needs to guarantee an orderly transition from its shareholding structure without compromising the stability of its stock exchange.
On the other hand, the regulatory and market context will be key to determining the success of the operation. The National Securities Market Commission (CNMV) will analyze in detail the terms of the self-OPA to ensure that the principles of transparency and equity for investors are met. At a time when the consolidation of the European energy sector is in the spotlight, any movement that involves changes in Naturgy’s control could rekindle the interest of new actors in the company.
On March 13, Naturgy received commitments to accept the offer by shareholders that represent more than 10% of the capital, thus fulfilling one of the conditions set by the Council to proceed with the operation. Among these investors are criteria Caixa, CVC, Blackrock, GIP and IFM, the main groups with significant participation in energy. Sonatrach, with 4% of the capital, is out of this agreement.
The supply aims to acquire up to 88 million shares, which is equivalent to 9.08% of the share capital, plus the 1% in motor. The purchase will be funded entirely with its own resources and will involve a disbursement of 2,332 million euros.
The price set for the OPA, 26.50 euros per share, has been determined by Naturgy without the need for independent assessment. In addition, it has been ensured that the remuneration will not be affected by the distribution of dividends, including the expected payment of 0.60 euros per share on April 9.
New business plan for 2025-2027
Naturgy has put on the table a new 2025-2027 business plan with which she intends to justify the strong increase in valuation of the company on its contribution levels. At the moment, given the low liquidity, the prices of the action still are not approaching those offered by the company itself, which implies that this auto-OPA will already be guided by the company’s own shareholders themselves. Another sack flour will already be the return of the market shares at a price higher than that disbursed in this operation by the company itself.
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