The CNMV Approves Naturgy's Self-Tender Offer to Acquire Up to 9% of Its Capital

The Spanish National Securities Market Commission (CNMV) has approved the voluntary partial public tender offer (OPA) submitted by Naturgy for its own shares to acquire up to 9.08% of its capital, aiming to improve its 'free-float'.

According to the stock market regulator, the offer has been authorised as its terms comply with current regulations and the explanatory prospectus content is deemed sufficient, following the latest modifications registered on 19 May 2025.

In late March, Naturgy submitted the authorisation request to the regulator for its voluntary and partial acquisition offer, which will be financed by €2.332 billion guaranteed by CaixaBank, BBVA, BNP Paribas, and Société Générale.

Specifically, the offer targets a maximum of 88 million of its own shares, representing 9.08% of its share capital, with a consideration of €26.50 per share.

"As it is a voluntary offer, the price has been freely set by the offeror in accordance with Article 13.5 of the Royal Decree on tender offers and has not been considered as an equitable price under Article 110 of the Securities Market Law and Investment Services and Article 9 of the aforementioned Royal Decree. The effectiveness of the offer is not subject to any condition," added the CNMV.

The amount of €2.332 billion is covered by guarantees from BNP Paribas (€732 million), CaixaBank (€700 million), BBVA (€450 million), and Société Générale (€450 million) presented by the group. Additionally, CaixaBank will act as the market member on behalf of the company in the acquisition and settlement process of the offer.

The stock market regulator indicated that the acceptance period will be 15 calendar days starting from the next trading day following the publication of the first announcement with the essential data of the offer and will also end on a trading day. As it is a partial OPA and formulated by the affected company itself, forced sales do not proceed.

Together with the offer prospectus, as well as the documentation accrediting the agreements adopted by the company's board of directors and the shareholders' meeting and the bank guarantees, Naturgy also presented in March the acceptance commitments of the offer signed by its major shareholders: CriteriaCaixa, BlackRock/GIP, CVC/Rioja, and IFM.

Criteria, the holding company of La Caixa, is the main shareholder of Naturgy with 26.7% of the capital; BlackRock holds 20.9% - having taken over GIP's stake after acquiring the firm -, CVC/Rioja 20.7%, and the Australian fund IFM 16.9%.

There is a commitment to accept the offer with all shares by these four shareholders, who together hold 84.97% of Naturgy's capital. As a result of these agreements, the offer will receive acceptances for a number exceeding the indicated maximum limit of 88 million shares - 9.08% of the capital -, and therefore, the distribution and proration rule provided for in Article 38.1 of the Royal Decree on OPAs will apply.

The company, Spain's leading gas and third-largest electricity provider, estimated when announcing the operation that it expected the buyback process to be completed by next July.

On 20 February, during a press conference, Naturgy's Executive Chairman, Francisco Reynés, stated that the aim of the offer was to reach a 15% 'free float' level that would allow the group to return to the MSCI indices.

Reynés estimated that, by surpassing that 15% floating capital, the energy company would achieve the "important objective" of returning to the main stock indices, especially those of the MSCI family, "returning the purchased shares to the market, with flexibility and without a set timetable."