Naturgy Executes €1.4bn Share Sale with Guidance from Freshfields

Freshfields, a prominent law firm, has advised Naturgy, a multinational energy company, on an innovative transaction involving the sale of treasury shares worth approximately €1.4 billion. The transaction involved an accelerated market placement of 19.3 million shares, accounting for 2% of its share capital, and a separate sale of 34.1 million shares to an international financial institution, representing 3.5% of its share capital. These actions increased Naturgy’s free float on Spanish stock exchanges to around 15.1%, enhancing liquidity and paving the way for inclusion in major stock indices like MSCI. Furthermore, Naturgy entered into a total return swap with the financial institution, maintaining economic exposure to the sold shares. This strategic sale aligns with Naturgy’s earlier self-takeover bid initiative. Freshfields’ involvement included legal guidance from a transnational team, covering various aspects such as tax and US securities law.