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Naturgy affirms that the progress in the analysis of the division of the group confirms the “suitability” of the project

The shareholders’ meeting ratifies the reorganization of the board of directors

MADRID, 15 (EUROPE PRESS)

The chairman of Naturgy, Francisco Reynés, has pointed out that the progress of the analysis of the division of the group into two listed companies, an operation called ‘Gemini project’, “confirms the suitability of the project”.

This was indicated in the course of his speech at the company’s general meeting of shareholders, where he pointed out that the decision on the timing of the operation, which is expected to be carried out throughout this year after the mandatory approval of a extraordinary shareholders’ meeting, depends on factors such as market conditions and regulatory visibility, ratings and administrative authorizations and permits.

In any case, he has pointed out the total adaptability of the execution schedule depending on the uncertainties. Thus, the ‘Geminis project’ establishes limited synergies between MarketsCo (generation and marketing) and NetworksCo (transport and distribution) without a “significant” increase in operating costs due to the separation.

In Naturgy’s opinion, this operation generates growth opportunities due to the better alignment of the capital structure; creates two more agile organizations focused on their differential skills; mobilizes the management and employees around a “clearer and more sustainable project” and responds to the interests of all the company’s stakeholders. In short, it dynamizes the future of both groups, reinforcing the “attractiveness” for all interest groups.

In addition, the resulting entities will have differentiated financial profiles. Thus, 45% of MarketsCo’s ordinary Ebitda will come from Spain, 24% from Latin America and 31% from other countries, while in the case of NetworksCo, 74% of ordinary Ebitda will come from Spain and 26% from LatAm.

Regarding the mix of activity, 67% of MarketsCo corresponds to electricity and 43% to gas, while in the case of NetworksCo, 66% corresponds to electricity and 34% to gas.

Finally, in terms of business risk profile, 59% of MarketsCo is in the market and 41% is contracted, while in NetworksCo, 100% corresponds to the regulated market.

ALL SHAREHOLDERS WILL BENEFIT FROM THE PROJECT

Naturgy considers that all shareholders will be able to benefit from the project, since the resulting structure establishes the same shareholders for both companies, with Criteria controlling 26.7% of both, CVC and Alba 20.7%, GIP 20, 6%, IFM 12% and the rest of the shareholders 19.9%.

MarketsCo is committed to capturing the opportunities of the energy transition (renewables, thermal generation, marketing, markets and supply, and LNG), while NetworksCo will seek to adapt electricity and gas infrastructures through investment and digitization.

In this way, the project will mean the separation of Naturgy’s businesses into these two large listed groups, which will maintain the current shareholding composition and would be among the top twenty Ibex companies by market capitalisation.

Thus, MarketsCo will have targets for 2025 of more than 25 gigawatts (GW) of installed power generation capacity -14 GW in renewable generation and 11 GW in conventional generation-, 11 million customers, and a diversified portfolio of approximately 290 terawatts hour (TWh) of gas supplies.

The other group will bring together all the businesses dedicated to the management of regulated energy distribution and transport infrastructures, made up of more than 155,000 kilometers of electricity networks, 135,000 kilometers of gas networks and 16 million connection points, present in six countries .

AGREEMENTS OF THE BOARD

The general meeting of shareholders of Naturgy has ratified the reorganization of its board of directors after the partial takeover bid of IFM with the entry of Jaime Siles as representative of the Australian fund and a new seat for its maximum shareholder Criteria, which will thus go from two to three directors .

Despite these changes, the Naturgy board will continue to maintain its number at 12 members (8 proprietary, one executive and three independent) since the incorporations take place after the resignation of two independent directors.

With this new configuration, which gives IFM representation in the governing body in accordance with its participation of more than 12%, the page is turned to the partial takeover bid that lasted for much of last year and which triggered Criteria to increase its participation to 27% in energy.

In this way, Criteria, Naturgy’s main shareholder, goes from two to three directors, appointing Ramón Adell Ramón as the new proprietary director by co-option.

Likewise, Jaime Siles Fernández-Palacios is appointed to represent IFM Global InfraCo, who will also be present in the Sustainability Commission. The CVC and GIP funds will maintain two directors each.

The board regulations establish that all initiatives will be approved by a simple majority, except for sensitive matters such as company strategy, shareholder remuneration or operations of more than 500 million, which require the support of more than two thirds of the directors, that is, , nine votes.

The meeting has also approved the approval of the accounts for the 2021 financial year, the management of the board of directors and the complementary dividend charged to the 2021 financial year.