Spanish Securities Commission authorises Naturgy voluntary partial self-tender for up to 9.08% of its shares at EUR 26.50 in cash

The Spanish Securities Commission (CNMV) authorised Naturgy Energy Group, S.A.’s voluntary partial public tender offer to repurchase up to 88,000,000 of its own shares, representing 9.08% of its share capital, for cash consideration of EUR 26.50 per share. Naturgy’s stated objective is to increase its treasury shares and, after the offer, to boost liquidity by selling in the market the shares tendered together with those already held in treasury, with a view to increasing free float and facilitating a return to major stock indices, particularly MSCI. As a voluntary offer, the price was set by the bidder under article 13.5 of Spain’s takeover bid Royal Decree and was not assessed as an equitable price for the purposes of article 110 of the Securities Markets and Investment Services Law and article 9 of the Royal Decree. The offer is not subject to conditions and is backed by four bank guarantees totalling EUR 2.332 billion from BNP Paribas (Spain branch), CaixaBank, Société Générale (Spain branch) and Banco Bilbao Vizcaya Argentaria. The acceptance period will be 15 calendar days starting on the stock market business day following publication of the first announcement with the essential terms, and it will also end on a stock market business day. Because this is a partial offer made by the issuer, no squeeze-out or sell-out will apply, and commitments from shareholders representing 84.97% of Naturgy’s capital to tender their shares imply the offer will be oversubscribed, triggering the allocation and proration rule in article 38.1 of the takeover bid Royal Decree. The prospectus and supplementary documents will be available in CNMV public registers at least from the stock market business day after that first announcement.