Bankinter | CVC and Corporación Financiera Alba (controlled by the March family) have announced a reformulation of their shareholder agreement with Naturgy (NTGY). CVC and CF Alba currently hold more than 18% of Naturgy, but manage it jointly through various vehicles under the common name of Rioja.
With the new changes, Alba will have a direct stake of 5.01% and CVC of 13.80%. The new agreement includes the main aspects of the 2018 agreement, including the syndication of voting rights, representation on the board, as well as alignment on governance principles and coordination of matters in the joint investment in Naturgy.
In other words, CVC and Alba will continue to be aligned on the Naturgy board, where they have three directors, all of whom are CVC executives. However, as each party directly owns its own shares, they will be able, if necessary, to sell to a third party individually. The agreement they had signed until now, with cross-shareholdings via Rioja vehicles, bound them mutually in the event of a sale to a third party through mechanisms such as lock-ups.
Bankinter analysis team’s view: The aim of the new agreement is to have more freedom to dispose of the shares they hold after seven years together in Naturgy. CVC is more in favour of selling, while Alba wishes to remain. CVC has been looking for ways out for some time, having exhausted its usual investment maturity period. This move is in addition to others that have been taking place in recent weeks and are leading to a reorganisation of the shareholding structure.
Last week, GIP (controlled by BlackRock) sold 7.1% in an accelerated placement and still retains 12%. CriteriaCaixa took advantage of GIP’s partial exit to increase its stake by another 2% to almost 26%. The Australian fund IFM could also increase its stake. In January 2021, it launched a partial takeover bid offering €23 per share to acquire around 23%. It only achieved 10.8% in the takeover bid, but it has never given up on reaching that percentage. It currently holds 15.2%. We shall see.
