Freshfields has advised multinational energy group Naturgy on the sale of treasury shares representing 5.5% of its share capital. This transaction has enabled the group to increase its free float on the Spanish Stock Exchanges to approximately 15.1%, providing liquidity to its shares, facilitating the entry of new investors and facilitating its inclusion in main stock market indices, such as the MSCI.
Naturgy carried out an innovative transaction comprising an accelerated placement of 19.3m shares in the market, representing 2% of its share capital, and the sale of an additional 34.1m shares to an international financial institution, representing 3.5% of its share capital. The aggregate value of the transaction amounted to approximately €1.4bn.
In addition, linked to the sale of the shares to the financial institution, Naturgy also entered into a total return swap with that financial institution in relation to the sold shares, under which the energy group will retain the economic exposure of these shares.
This transaction is part of Naturgy’s strategy to return to the market part of the shares acquired by it in the self-takeover bid launched in March for approximately €2.4bn, for which Freshfields was also mandated.
Advisors
The transaction was led jointly by partner Armando Albarrán and counsel Joe Amann in Madrid and partner Richard Hart in London, with the support of partner Alfonso de Marcos. The deal team included senior associates Chelsey Kaka and Charlie Marmion and associates Álvaro Luaces, Javier González, Deniz Sezer, Moishe Kritzler and Jiahui Wu. Partner Bosco Montejo, senior associate Javier Sánchez and associate Inés Palma provided tax advice. Partner David Boles and counsel Ethan Magid advised on US securities law matters, with additional support on US finance matters from partner Brian Rance and senior associate Francesca Loreto.