The unbundling plan envisions a share split where each existing Naturgy title becomes two shares—one in each new company—so the current ownership structure would be mirrored in the newly formed entities. Analysts anticipate this move to be a first step toward additional restructuring, potentially enabling an exchange that guides each shareholder toward lines of business that align with their profile. In Spain, CriteriaCaixa’s strategic layout favors regulated energy activities, making profitability attainable through sales operations or alliances and by directing funds toward energy production assets.
“Strategically, splitting core businesses makes little sense in a competitive market. Mergers drive synergies and lower costs, while fragmentation tends to destroy value,” notes Ángel Pérez, an analyst at Renta4. “The operation seems driven by internal motives, as some funds prefer selling smaller stakes rather than disposing of larger blocks.”
The central government’s outright rejection remains the major hurdle to the partition. The separation would require express approval from government authorities, which have consistently opposed the split into two firms. This stance has caused considerable unease within Naturgy, given the breadth of explanations offered. Teresa Ribera, the vice president and minister for the Ecological Transition, recently remarked that the move is “not a highly recommended operation” and “likely reflects motives far removed from continued investment in the energy transition.” In an interview with Expansion, she reaffirmed the government’s persistent denial and pledged to monitor developments “very closely.” Naturgy’s president countered by urging the state to grant the company the autonomy to run itself.
Despite visible government reluctance and the obstacles ahead, Naturgy announced last July a review of its 2025 strategic plan, including the Gemini Project. “The Board reaffirmed its strategic understanding and asked the team to keep exploring possible implementation options and their schedules,” the group stated, admitting it was premature to set a definitive timetable for the separation but emphasizing that: “De facto, the company has regulated and liberalized its operations.” Operationally, it already acts with a degree of separation.
Some existing shareholders acknowledge the difficulty of advancing the unbundling given the government’s position. Pedro Sánchez, newly reaffirmed in office for another four years, and others note that the current mandate focuses on examining the appropriateness of the split in terms of timing and method, with final approval expected only after a formal separation is executed. The operation has been treated as a detailed process rather than an immediate move.
Earlier, Standard & Poor’s issued a report stressing that the plan’s likelihood has diminished due to lack of broad government support in Spain. The rating agency suggested that progress could be stalled for several years, citing the government’s silence as a factor undermining market confidence. A Renta4 analyst summed up the sentiment: the market has shown limited enthusiasm for the project, reinforced by political ambiguity.
presidential model
Reynés took the helm as president in February 2018, earning a reputation as a trusted figure for CriteriaCaixa’s leadership. He had previously led the La Caixa Foundation’s holding company and oversaw major investments, including Abertis, where his strategic insight helped shape value creation. His arrival signaled a governance shift in Naturgy, concentrating executive power under a single chair role—a structure that has drawn debate among international investors concerned about governance norms.
Efforts to rebalance executive authority surfaced last summer when major shareholders discussed appointing a second-in-command to share duties with Reynés. Ignacio Gutiérrez-Orrantia, a key Citi Europe adviser deeply familiar with Naturgy, was identified as a candidate to decentralize power. The move gained broad support from large shareholders, including CriteriaCaixa, which reiterated its confidence in the management team and Reynés. However, the proposed appointment collapsed when Orrantia declined the offer, reportedly due to disagreements over reassignment. Naturgy paused the succession process, while major shareholders publicly backed Reynés as the sole chairman for now.
CriteriaCaixa publicly stood by its leadership during the moment of uncertainty, and IFM, the Australian investment firm, joined the conversation during its Madrid gathering, inviting Reynés to participate as a prominent figure in the proceedings. The overall stance has held that Reynés will lead the company while structural changes are discussed and assessed by the board.
new road map
Last July, during the same board meeting that anticipated a CEO appointment, Naturgy approved an updated strategic plan through 2025. This is the third industrial roadmap under Reynés’s tenure, reflecting adjustments made after revisiting targets. The company’s solid earnings amid the energy crisis prompted a revision of financial goals upward, with expectations of significant shareholder returns that would also support social initiatives of the La Caixa Foundation.
The plan targets 1.8 billion euros in net profit and 5.1 billion euros in EBITDA by 2025, surpassing prior estimates by about 300 million euros in each metric. The dividend base is set to rise from 1.20 euros to 1.40 euros per share, potentially distributing about 6.6 billion euros over five years, which would exceed earlier guidance by roughly 700 million euros. The group will adjust its investment schedule, reflecting delays in global supply chains, with a total footprint of about 13.2 billion euros, slightly below the previously considered 14.0 billion. The intent is to strengthen growth in networks and renewables, aiming for roughly half of installed capacity to come from renewables by 2025, targeting around 10,000 MW.
basic transition
Naturgy continues to champion natural gas as a vital transitional fuel toward decarbonization. Spain’s largest gas company and a leading operator of gas plants, Naturgy ensures the nation’s gas security and electricity reliability, supporting gas-fired plants during renewable shortfalls. The company is also positioning itself to lead the renewable gas revolution in Spain, with two biomethane plants operational and fifty additional projects at various stages. The plan includes a transition to green hydrogen as development progresses.
Naturgy supplies more than 30% of gas reaching the Spanish market, reinforcing its role as a central hub for European gas. The supply strategy now emphasizes reducing price volatility through aggressive renegotiations in a volatile energy landscape.
Algeria remains a critical partner. Although diplomatic relations normalized after tensions over Western Sahara, Naturgy continues negotiations with Sonatrach over gas pricing for the current year and ahead, including a retroactive adjustment for 2022. The bilateral relationship is intricate: Sonatrach is a shareholder in Naturgy, Medgaz is a joint venture in which both parties hold significant stake, and Naturgy has a long history of sourcing Algerian gas, with a contract through 2030 that underpins Spain’s energy security.