Freshfields advises Naturgy on the accelerated placement of treasury shares worth nearly €900m

Freshfields acted as sole transaction counsel to the multinational energy group Naturgy in launching an accelerated placement of up to 34,100,000 ordinary treasury shares. This represented approximately 3.5% of the company’s share capital and raised over €883 million.

The transaction was aimed exclusively at qualified investors and was structured as an accelerated bookbuild offering in accordance with applicable regulations.

Naturgy anticipates that, once the transaction has been settled, it will hold treasury shares representing approximately 1% of the company’s share capital.

This transaction is part of the company strategy to return to the market a portion of the shares acquired by it in the self-takeover bid launched in March for approximately €2.4 billion, the largest in Spain’s history. This is in addition to the accelerated placement completed last August, in which approximately 19.3 million shares were placed in the market, representing 2% of its share capital, as well as the sale of an additional 34.1 million shares to an international financial institution, representing a total of 5.5% of Naturgy’s share capital, for which Freshfields was also mandated.

This transaction increases Naturgy’s free float to 18.7%, bringing the company closer to its goal of being included in global stock indices, particularly those of the MSCI family, in the next review, which is scheduled for November.

The transaction was jointly led by partner Armando Albarrán and counsel Joe Amann in Madrid, with the support of partner Alfonso de Marcos, senior associate Chelsey Kaka, associate Javier González and trainee Javier Herrero. Partner Bosco Montejo, senior associate Javier Sánchez and associate Inés Palma advised on tax matters. From London, partner Richard Hart and associate Deniz Sezer advised on derivatives, while partner David Boles and counsel Ethan Magid advised on US securities law.