Naturgy falls more than 7% on the stock market and adjusts to the price of the placement of 5.5% of its capital.

Naturgy shares fell more than 7% on the stock market on Tuesday after the company listed 5.5% of its share capital, falling back to the same price at which the transaction was closed.

Specifically, the shares of the energy company chaired by Francisco Reynés closed the session with a 7.17% drop, standing at 25.9 euros per share .

Yesterday, the company launched an accelerated placement of 2% of its capital and a bilateral sale of another 3.5% to an international financial institution, thereby returning 5.5% of its share capital to the market.

Both transactions were carried out at a price of 25.9 euros per share , representing a 7% discount compared to the closing price of the group's shares on Monday's stock exchange (27.9 euros per share).

This price of €25.9 per share is equivalent to the same price at which the partial takeover bid for treasury shares was carried out, at €26.5 per share, after deducting the first interim dividend for 2025 of €0.60 per share paid by Naturgy on July 30.

The total amount of the 53.4 million shares from the accelerated placement and additional bilateral sale amounts to approximately €1.383 billion . This transaction allows the company to fulfill its commitment to increase its free float to 15.1% and improve the liquidity of its shares, following the self-tender offer completed by the energy company last June.

On the one hand, an accelerated placement of approximately 19.3 million treasury shares, equivalent to 2% of the capital , has been carried out, with oversubscription exceeding three times the volume offered and an amount of approximately 500 million euros.

On the other hand, an additional bilateral sale of up to 3.5% of the capital (34.1 million shares) to an international financial institution has been executed, complemented by a financial swap agreement ('total return swap'), for a total amount of 883.2 million euros, through which Naturgy maintains "a certain economic exposure to said shares, which will be progressively reduced as the international financial institution carries out the sale of those shares to the market starting in October," the energy company explained.

The two transactions thus aimed to return to the market a portion of the shares acquired by Naturgy through the company's voluntary and partial takeover bid (OPA) for its own shares, thereby increasing its free float and promoting its inclusion in the major stock market indices, especially those of the MSCI family.

Following the execution of both transactions, the company's free float will stand at approximately 15.1% of its share capital , the "key" threshold, the company stressed, for aspiring to Naturgy's reinstatement in the main international stock market indices, especially those of the MSCI family, in the next review scheduled for November.

The energy company believes this transaction reflects its "firm commitment" to fulfill its commitments to the market and its current and future shareholders , while strengthening the visibility and liquidity of its shares.

As is standard practice in this type of transaction, the company has agreed to a 60-day lock-up commitment on the remaining treasury shares and the exposure under the total return swap.

Following both processes, Naturgy has announced that it will retain treasury shares representing approximately 4.5% of the company's share capital .

Last June, Naturgy successfully completed an offer for up to 88 million of its own shares , representing 9.08% of its share capital, with a consideration of €26.50 per share, resulting in a total consideration of €2.332 billion. Criteria, the holding company of La Caixa, GIP, CVC/Rioja, and IFM sold a total of 8.7% of Naturgy's capital in the offer. Following the takeover bid, the energy company's treasury stock stood at 10%.

In a press conference, Naturgy's CEO, Francisco Reynés, stated last February that the objective of the offering was to achieve a 15% free float, allowing the group to return to the MSCI indices.

Reynés estimated that by surpassing this 15% free float, the energy company would achieve the "important objective" of returning to the major stock market indices, especially those of the MSCI family, "returning the purchased shares to the market, with flexibility and without a set timeline."