The previous announcement of the public offer for the totality of Naturgy Energy Group, S.A. (BME:NTGY)'s capital, whose negotiation was acknowledged to the CNMV by the Abu Dhabi National Energy Company PJSC (ADX:TAQA) and Criteria Caixa, S.A. in mid-April, is taking a long time. According to different sources, the stumbling block has been the shareholder agreement to achieve joint control of the energy company with which Naturgy's historical shareholder (and the government itself) wants to prevent it from remaining in the hands of Taqa. Although the relevant fact sent by Criteria did not allude to a takeover bid for Naturgy (only to a future shareholders' agreement), as Taqa did the following day in its own statement to the CNMV, the fact is that in order to share the governance of the company, the future partners should avoid an asymmetrical situation in the capital: as a takeover bid for the entire energy company, Taqa could end up with 54% (percentage corresponding to the stakes of Naturgy's two main shareholder funds, CVC and GIP, with just over 20% each, and the minority shareholders, with 13%) compared to the 26.7% of Criteria, which has never doubted its intention to continue in its investee by not participating in the takeover bid.

With such disparate shareholdings, it was difficult to justify a shareholders' agreement with the Emirati group along the lines of those that Criteria has enjoyed for years in Naturgy, first with Repsol, and subsequently with the aforementioned funds. These agreements allowed them, among other things, to share the board of directors, appoint executives and agree on the most important decisions. Although the initial idea was for Criteria to increase its stake slightly, even exceeding 30%, in the end, according to the same sources, the option being considered is "half and half" or practically half.

In other words, the future partners would launch a joint bid for 100% of the shares, and of the percentage that would participate, the shares would be distributed in such a way that both would have the same stake: if the aforementioned 54% were to participate (and the third fund, IFM, with 13%, and Algeria's Sonatrach, with 4%, were not to do so), taking into account that Criteria has 26.7%, both would have to share 80%, 40% each. Criteria would buy a little more than 13%, until completing its quota, and Taqa the other 40%. This is only a hypothesis, as it all depends on the capital that finally accepts the offer.

To execute this option, the simplest way, according to legal sources, is for both to launch a joint takeover bid, in the announcement of which they explain how the shares will be distributed. In this sense, "the partners can establish the rules they want", they add. This option would rule out the one that was initially considered: that Taqa would directly buy 41% of CVC and GIP (acquired this year by Blackrock), which would automatically trigger a takeover bid for 100%, as it would exceed the mandatory limit of 30%.

Subsequently, the Emirati group would sell a small package to Criteria, which, if it exceeded 30%, would have to request a waiver of the takeover bid from the CNMV, as it is part of a process in which another investor (Taqa) would have acquired a larger package.