Repsol, La Caixa close sale of 20% of Gas Natural for €3.803 bn

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Repsol and La Caixa, via Criteria, have closed the sale of 20% of Gas Natural Fenosa to the US fund Global Infraestructure Partners (GIP) for €3.803 billion. GIP will now become one of the core shareholders of the energy multinational.

In a statement to the Stock Market Regulator (CNMV), Repsol specified that GIP will buy 10% of Gas Natural from the oil company and a further 10% from CriteriaCaixa for 19 euros per share, above yesterday’s close of 18.5 euros.

So Repsol, which had 30% of Gas Natural, will now control 20%, while CriteriaCaixa, La Caixa’s investment vehicle, will see its stake cut to 24.4% from 34.4%. But it will remain the gas company’s leading shareholder.

This operation will generate 246 million euros of capital gains for Repsol and 218 million for Criteria.

Repsol and La Caixa have had a shareholders’ pact since 2000, under the terms of which neither of them could cut their stake below 15% individually or below 50% between the two. That condition will not be met now, so the agreement is dissolved.

But the three companies involved in the deal – Repsol, CriteriaCaixa and GIP – have taken on a series of commitments related to corporate governance, which include the reorganisation of the board.

So out of Gas Natural’s 17 board seats, CriteriaCaixa will hold four, while Repsol and GIP will take three each. The rest  will be for independent members, with the exception of the CEO, who will be an executive member.

The agreement also envisages that “as far as is legally possible” the non-executive chairman’s post will correspond to a board member appointed by the main shareholder – in this case CriteriaCaixa. The two deputy chairman posts, also non-executive, will be filled by representatives from Repsol and GIP.

This agreement, which does not imply concerted action, will end if any of the companies cuts it stake by 10% or more.