Naturgy Energy Group launch of an accelerated B bookbuilt

Naturgy Energy Group launch of an accelerated B bookbuilt

Naturgy Energy Group Completes Accelerated Bookbuilding Offering to Boost Share Liquidity

Naturgy Energy Group has executed an accelerated bookbuilding offering, selling approximately 3.5% of its share capital—equivalent to 34.1 million treasury shares—to qualified institutional investors. The transaction, priced at €25.90 per share, aligns with the company's strategic objective to enhance market liquidity and increase its free float to 18.7% of total shares outstanding. This follows a series of prior actions, including an August 2025 accelerated placement of 2% of shares and a bilateral sale of 3.5%, collectively raising 5.5% of its capital.

The offering price reflects the adjusted cost of Naturgy's recent partial buyback, which occurred at €26.50 per share, net of the 2025 interim dividend of €0.60. The company has also committed to a 60-day lock-up period for remaining treasury shares, a standard practice to stabilize post-transaction volatility. These steps reduce Naturgy's treasury stock holdings to 0.94%, significantly lowering the risk of future share overhang.

The initiative supports Naturgy's 2025-27 Strategic Plan, which prioritizes rejoining major international stock indexes, particularly the MSCI family. The next MSCI index review is scheduled for November 2025, with the 18.7% free float threshold expected to meet inclusion criteria. The company's share price has risen above pre-February 2024 levels, following strong first-half 2025 results and the completion of a €2.4 billion self-takeover bid.

Legal counsel Freshfields Bruckhaus Deringer advised on the transaction, which raised over €883 million and marks Naturgy's third major capital restructuring since March 2025. By accelerating liquidity improvements ahead of its strategic timeline, Naturgy aims to reinforce investor confidence and align with global market standards.

This move underscores the company's commitment to balancing shareholder value preservation with enhanced market accessibility, positioning it for broader institutional investor participation.