naturgy turns the page after the IFM takeover bid with the announcement of the division of the company into two different companies. The board of directors of the energy company, at its meeting on February 1, unanimously decided to launch the so-called Gemini project which will split the company into two independent listed companies before the end of this year. One will consist of regulated infrastructure business (electricity and gas distribution and transport networks), present in six countries, and the other, made up of generation and marketing, as announced on Thursday by the president of Naturgy, Francisco Reynes.
both companies will be listed on the stock exchange and they will have the same shareholding structure. In other words, whoever currently has a share in Naturgy will have one share in each of the two companies resulting from the spin-off. “This shows that the commitment with the shareholders is total and this does not imply the chopping, nothing is sold, but the company is divided into two to the same shareholders & rdquor ;, Reynés clarified. As for the deadlinesthe project starts this Thursday, but will be executed once a extraordinary general meeting of shareholders which does not yet have a call date, but which will take place before the end of the year.
debt allocation
The size of each of the companies will depend on the debt allocation to each business. At the end of 2021, Naturgy had a debt of around 13,000 million euros and a capitalization of 27,000 million, so that around 40,000 million euros will be divided into two parts according to the debt assigned to each one. “One of the important analyzes is the allocation of debt, but it will not be greater than the current one & rdquor ;, Reynés explained. It is currently unknown how will denominate the two future societies.
As for the objectives they will be the same as those of the current Naturgy, that is, they will maintain the roadmap set in motion by the 2021-2025 Strategic Plan. There will be no clipping jobnor any changes in your current project portfolio. “The focus of the two will be the same but from two different angles& rdquor ;, Reynés explained. “One of the important issues is to provide each one with a sufficient debt structure to be able to develop the objectives of the strategic plan, but the strategic plan is the sum of the plans of both companies,” he added.
After the announcement, Actions of the company have increased to close with a rise of 1.72% (28.40 euros per title). In this sense, Reynés has ensured that managing a company focused on share value tomorrow has never interested him. “But we are convinced that this is a good operation for the company, clients, shareholders and stakeholders, and if it is good for all of them, it will end up being good for the listing,” he added.
Peace with IFM
The shareholders of naturgy They have sealed peace with the IFM fund after the clash over the partial takeover bid launched by the investment fund. At a board meeting held this Thursday, ten days after deciding to spin off the company, as Reynés underlined, it was approved to propose to the shareholders meeting a restructuring of the board of directors to give entry to IFM (12.15% of the capital) and assign him a director, who will be the current visible face of the fund in Spain and vice president of the company in Spain, Jaime Siles, as well as increase the representation of Criteria Caixa, its first shareholder with 27% of the capital, from two to three seats. Sources close to IFM recognize “satisfaction” for both news and point out that Siles has given his approval to the split of the company at the board meeting this Thursday.
Naturgy will maintain the same number of directors with 12 members, but the independent directors are reduced from five to three. One of them, Francis Belilleaves the council so that the IFM representative takes his place, and another, Ramon Adellgoes from independent to proprietary director by co-option of Criteria Caixa. The rest of the board remains as it has been up to now: two representatives from the CVC fund and two from GIP and an executive director, the president of the company, Francisco Reynes.
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IFM launched a partial takeover bid for Naturgy a year ago with the initial objective of taking a stake of between 17% and 22.7%. Finally, he reduced the minimum objective and saved the operation in extremis, obtaining only a package of 10.83%. IFM, however, has continued to buy shares in the market, raising its representation to 12.15%. Criteria, the parent company of CaixaBank and the main shareholder of Naturgy, responded to the takeover bid by progressively increasing its stake to 26.7% and the declared objective of reaching around 30%. The CVC and GIP funds maintain 20.7% and 20.6%, respectively, and the Algerian Sonatrach has 4.1%.
In addition, the board of directors of the company has also agreed to hold the Ordinary Shareholders’ Meeting on March 15, which will deal with the approval of the accounts for the 2021 financial year and the management of the Board of Directors, as well as the ratification of the directors and the dividend charged to the financial year 2021. The segregation of the company will be agreed at a different meeting that will be extraordinary.