Bankinter | The energy giant Taqa, controlled by the Emirate of Abu Dhabi, is studying the possibility of acquiring a stake in Naturgy. According to articles that have appeared in the press, Taqa would enter with a non-majority shareholding, hand in hand with CriteriaCaixa and with the approval of the Government, which has the right of veto over this type of strategic operation. At the moment, Naturgy has a self-tender offer underway for 10% of the capital at a price of €26.50/share. The plan being considered for Taqa’s entry would involve the purchase of up to 29.9% by acquiring some of the shares currently held by BlackRock-GIP and CVC-Corporación Alba. BlackRock owns GIP (the fund that originally entered Naturgy in 2016) and has a 20.6% stake. In the self-takeover, at most, it would drop to 18.7%. The investment fund CVC entered Naturgy in 2017. It then sealed an alliance with Corporación Alba (March family) and together they account for 20.7%. In the self-takeover, at most, they would drop to 18.8%.
Analysis team’s view: Good news for Naturgy, if it finally goes ahead, as it would allow the group’s shareholding structure to be reorganised and stabilised. The four main shareholders on the board are CriteriaCaixa (26.7%); CVC/Corporación Alba (20.7%); GIP/BlackRock (20.6%) and IFM, (16.9%). In addition, Sonatrach has a 4% stake, but is not on the board. Compared to stable shareholders who have remained in Naturgy for decades, such as CriteriaCaixa, there are investment funds, with much shorter investment maturity periods. Both GIP and CVC have completed their usual asset rotation period and have been wishing to monetise their holdings. In order to divest these funds, last year Taqa and Criteria negotiated a joint takeover bid for 100% of Naturgy. The operation envisaged the subsequent re-listing of a percentage of the company on the market, so that it would continue to be listed on the stock exchange. But the negotiations fell through before the takeover bid was even presented. In addition to disagreements over the price, tensions arose over the distribution of power between Abu Dhabi and Criteria, and over the reluctance of the Spanish government, sensitive to the possible repercussions of Taqa’s entry into its diplomatic relationship with Algeria, which is at odds with the Emirates. The purchase of 29.9%, instead of a takeover bid for 100%, would be an operation that would resolve several fronts at the same time. As it would not be a takeover by the Emirates, it would be easier to circumvent the Algerian problem. And it would also facilitate a balance of power with Criteria, which would continue to hold at least 24% of the capital and have clear decision-making power in the group. The current self-takeover bid at €26.50/share sets a fixed price for a sale of shares.
