Stability in Shareholding
The key objective for Criteria, the investment arm of La Caixa, is to secure a stable ownership base at Naturgy, in which it already holds a 26.71 percent stake. Reports suggest Criteria is in talks with a private group from the United Arab Emirates about joining Naturgy’s cap table, contingent on whether the funds GIP and CVC, which together hold roughly 40 percent of Naturgy, decide to divest their shares.
Industry sources indicate the aim is to form a solid, enduring core of shareholders, a scenario highlighted by La Vanguardia. Neither party involved has commented publicly on the discussions. Such a move could come with a public tender offer, or opa, depending on the final structure chosen. Any purchase of this kind would require government backing, given Naturgy’s status as a strategic company, and thus would be subject to the so‑called anti‑opa shield used in Spain to regulate takeovers.
The possible deal for Criteria could mirror a historic arrangement with Repsol, where Criteria was a shareholder from 1989 until Repsol exited the capital in 2018. The government’s attention on Naturgy has persisted since BlackRock acquired GIP, which has owned about 20.6 percent of the Spanish energy group since 2016.
Meanwhile, CVC became a Naturgy shareholder in 2018 and, together with the March family, controls roughly 20.7 percent of the equity. In the backdrop, Naturgy announced in February 2022 the Géminis project, a corporate split designed to separate the conglomerate’s businesses and facilitate the exit of investors seeking liquidity. The plan, viewed with some government hesitancy, has stalled in recent years but remains a reference point for strategic discussions around Naturgy’s capital structure.
The Caixa banking group, which recently increased its stake to five percent in Telefónica through Criteria, has long treated Naturgy as a cornerstone investment. Naturgy has been a principal source of dividends that fund the social initiatives of the La Caixa foundation, which owns Criteria and is a key stakeholder in CaixaBank alongside the Spanish state.
Overall, the ongoing dialogue around Naturgy’s shareholding reflects a broader debate about how to balance strategic control with market liquidity, all while ensuring regulatory compliance and political acceptability. The outcome could redefine the composition of Naturgy’s shareholder registry and influence how the company navigates its growth and governance in a changing European energy landscape, with potential implications for investors who watch these moves closely for stability and value creation.