The board of the National Securities Market Commission (CNMV) has authorized, at its meeting this Wednesday, the voluntary partial public offer for the acquisition of shares (OPA) on 22.69% of Naturgy made by the Australian fund IFM. The approval of the CNMV comes after the Government authorized the operation on August 3 with conditions from the point of view of foreign investment, according to Europa Press.
The approval of the operation comes in the midst of a convulsion in the electricity market, when the average price of the wholesale electricity market beats another all-time high this Thursday, standing at 141.71 euros per megawatt hour (MWh). Thus continues the streak of record highs of the so-called pool, driven by record gas and CO2 prices, which have led the Government to prepare a package of measures that the third vice president and minister for the Ecological Transition, Teresa Ribera, hopes to take to the Council of Ministers soon.
IFM has accepted all the conditions required by the Council of Ministers, as stated in the brochure. The offer is aimed at a maximum of 220,000,000 shares, representing 22.69% of Naturgy’s capital. If the acceptance exceeds the maximum, the apportionment rules of article 38.1 of the Royal Decree on takeover bids will be applied.
The price offered is 22.07 euros per share. The price of 23 euros initially offered was adjusted as a result of the dividends paid by Naturgy on March 17 and August 4, 2021 for a gross amount, respectively, of 0.63 euros and 0.30 euros per share.
The offer is made after the bidder’s agreements with the shareholders of Naturgy CVC and GIP – holders of 20.72% and 20.64% of the capital – not to accept the offer. The offer is voluntary and partial and its price is subject to compliance with the requirements of article 137.2 of the revised text of the Securities Market Law (LMV).
For this purpose, the price is in cash and the offeror has provided a valuation report prepared by Duff & Phleps (D&P) as an independent expert that justifies the price and the respective relevance of the different valuation methods applied.
The effectiveness of the offer is conditional on the acceptance of a minimum of 164,834,347 shares, representing 17% of the capital.
Guarantees for 4,921 million
As a guarantee of the operation, 17 guarantees have been presented for a total of 4,921.4 million euros, granted by 15 financial entities.
The acceptance period will be 30 calendar days from the trading day following the publication of the first announcement with the essential data of the offer, also ending on the trading day. Given the partial nature of the offer, the application of the forced sale right does not apply, according to the supervisor.