Share moves signal a pivotal turn as nature opens a door to a new game of power dynamics within the group. In a company already navigating a complex leadership scene shaped by its major shareholders — a mix of industrial-focused investors and three core funds — a high-stakes scenario remains undecided, shadowed by two intertwined risks. The shock hit the market in a single week.
On one side, investment giant BlackRock is poised to deepen its footprint in the Spanish energy company by completing the acquisition of the GIP fund, currently the third-largest shareholder with a 20.6% stake. On the other side, Australian fund IFM is strengthening its stake and continues buying shares until surpassing 15%, a level that could grant it the possibility of appointing an additional director to the main Spanish gas and energy firm. The company stands as the country’s third-largest electricity player.
Today CriteriaCaixa, the investment arm of the LaCaixa Foundation, remains the largest shareholder with 26.7% of the capital, followed by the British fund CVCUS infrastructure at 20.7%, GIP Australia at 20.6%, and IFM just above 15%. Partners with divergent profiles and strategic visions to lift the company’s value managed to forge a balancing act intended to stabilize the group.
Peace between partners
The current balance of power among shareholders was set two years ago. IFM entered the company through a turbulent partial takeover bid that failed to secure the desired stake: an offer targeting roughly 17% to 23% of the capital but stalling at around 10.8%. That maneuver sparked a direct clash with CriteriaCaixa and intensified tensions, complicating IFM’s path to acquiring more shares.
Months later, the partners reached a détente. Naturgy reorganized its board at the start of 2022, granting IFM a seat and an extra role for CriteriaCaixa, while CVC and GIP each hold two directors. The board also includes three independents and an executive director, Francisco Reynés, who leads the group.
As IFM expands its stake, it edges closer to the threshold that could bring an additional seat on the board. If IFM exceeds 16.7% of Naturgy’s capital, it would gain a second director and a stronger voice in governance.
IFM’s circle emphasizes that increased participation reflects a long-term confidence in Naturgy and the desire to keep investing in Spain. They stress a decades-long horizon for their portfolio, aiming to align with Naturgy’s strategic trajectory, and they contend that current moves are about enduring commitment rather than short-term gains.
IFM held its global meeting in Madrid last October and invited Naturgy’s president Francisco Reynés as a featured participant, a gesture interpreted as support for the manager’s leadership after a recent controversy around attempting to appoint a deputy to share leadership in the energy sector. IFM’s senior representatives also met with Spain’s prime minister at La Moncloa, underscoring a continued interest in Spain-based investments.
BlackRock’s ‘politicized’ takedown
The consolidation of IFM’s presence in Naturgy aroused controversy amid another shareholder maneuver that intensified political scrutiny. BlackRock, the world’s largest asset manager, announced last week the acquisition of the GIP fund for more than $11.4 billion. Since GIP holds 20.6% of Naturgy, the decision carries direct implications for the group.
The government has signaled it is examining BlackRock’s move for potential impacts on a strategic sector like energy and whether it falls under an anti-takeover shield designed to protect critical industries during periods of upheaval. The operation has become a focal point in political debate, with opposition voices urging the administration to block a major shift in Naturgy’s ownership.
The government already played a role in regulating IFM’s entry, approving its acquisition under conditions that linked support for strategic renewable projects in Spain, maintenance of headquarters and governance within the country, prudent dividend policies to safeguard employment, and a balanced debt stance. IFM must also refrain from pressuring a delisting of Naturgy.
Gemini and their partners
Naturgy, formerly Gas Natural Fenosa, signaled at the start of 2022 a historic reinvention by proposing a split into two publicly traded entities. One would house regulated activities (gas and electricity networks), while the other would cover liberalized operations, including conventional and renewable production and marketing. The project was named Gemini.
The Ukraine crisis and the broader energy crisis delayed progress, and Spain’s government openly rejected the plan, halting the initiative. The company has not abandoned the concept, and a relaunch was announced last July to revisit possible paths for implementation. Naturgy argues the split would unlock value by clarifying business models and capital allocation.
Market chatter around Gemini has long framed the move as a vehicle for enabling large shareholders to monetize equity. The GIP fund joined Naturgy about seven years ago, followed by the investment duo CVC and the March family with long-standing stakes tied to Repsol. The pattern suggests a cycle of investment, reward, and exit that often comes with such fund structures.
Analysts expect both funds to realize large gains from redirected valuations and accrued dividends, given how stock prices rose from around €19 to roughly €26 in recent years. It remains uncertain how BlackRock’s takeover of GIP will shape those exit strategies. BlackRock already holds substantial positions across Spanish majors, especially in energy. Its footprint includes significant stakes in leading players, a point that fuels political concern about foreign influence in strategic sectors. The fund’s presence in other critical utilities and infrastructure underscores the broader influence of these investments on Spain’s energy landscape. A cautious regulatory approach and ongoing public debate frame this evolving scenario as markets watch closely for the next moves by all parties involved.