Santander Corporate & Investment | After a week of rumours in the press about a reorganisation of Naturgy’s (NTGY) shareholding structure (Baa2 e, BBB e, BBB e), Naturgy’s main shareholder, Criteria (with a 26.7% stake), announced a relevant fact on Monday. Criteria affirmed its long-term commitment as an investor in Naturgy and expressed its explicit support for the company’s transformation plan. Criteria also acknowledged that it has continued talks with a potential investor group that is in contact with some of Naturgy’s reference shareholders. No further details were given. In turn, Adnoc (Abu Dhabi National Oil Co.) issued a statement denying its interest in acquiring Naturgy, while, according to Expansión, Taqa (Abu Dhabi National Energy Co.) has reportedly hired advisors to study how to enter Naturgy’s capital, while El Economista adds UAE’s “climate investment catalyst fund” Alterra to the list.
Research Opinion: Since the announcement of Project Gemini in February 2022, it has been clear that some of Naturgy’s major shareholders wanted to exit the company. The latest news suggests that an industrial investor such as Taqa could come in to take over from one or more of Naturgy’s financial investors. Given the Spanish government’s adverse reaction to the Gemini Project, Saudi Telecom’s acquisition of a stake in Telefónica, and Magyar Vagon’s takeover bid for Talgo, it remains to be seen how it might react to a shareholder change in a strategically important company. We believe that Criteria’s discussions with third parties are aimed at clarifying the objectives and intentions of the reference shareholders who hold 87.1% of the company’s shares. Should one reference shareholder be replaced by another, we would not expect any significant change in Naturgy’s strategic direction or credit profile until the end of the period covered by the strategic plan, at the end of 2025 (the acquisition of a stake of more than 30% in a Spanish listed company would trigger a mandatory takeover bid for the remaining shares). Consequently, we maintain our Neutral recommendation.
