Purchase of 13.7% in REN is “first phase” for state to hold up to 20%

Na joint order of the Ministries of Finance and the Environment and Energy, dated 6 July and integrating the process of prior supervision of the operation referred to the Court of Auditors, the Government determines that the Parública undertakes the “acquisition of shares” in the REN – National Energy Networks “corresponding to up to 20% of its respective capital”.

According to the document, which had been reported by the Observer, “the operation referred to should be carried out in a first phase through the direct acquisition of shares representing up to 13.7% of REN’s share capital to Pontegadea Inversiones.”.

The business with Pontegadea, investment company of Amancio Ortega, founder of Indix, was concluded this week, after the Court of Auditors had given sight to the operation on August 31.

According to the documentation of the case, the State paid EUR 389.8 million for the 91,723,676 shares, corresponding to 13.7% of REN's capital, at a price of EUR 4,25 per share. The expenditure authorisation order set a maximum of EUR 4,28 per action, corresponding to an expenditure of up to EUR 392,58 million.

The price of EUR 4,25 represents a premium of around 15% compared to the average volume-weighted price (VWAP) of REN’s shares in the previous six months, according to the documents.

With this acquisition, the Portuguese State became the second largest shareholder of REN, behind State Grid Corporation of China, which owns 25%. Among the remaining shareholders with relevant shares are Fidelidade, with 5.3%, and the Spanish Corporación Masaveu and Redea, both with about 5%.

The remaining capital is mostly dispersed, in addition to the own shares held by REN, according to the shareholder structure on the company's website, updated on September 8, just after the entry of Parpublica.

The order does not, however, identify how any acquisition beyond the 13.7% already purchased will be carried out, nor does it establish a timetable or identify potential sellers for this phase.

To substantiate the decision of the State's re-entry into the capital of REN, after its departure in 2014, the government maintains that “the new national and international context has highlighted the relevance of critical infrastructure and strategic autonomy of the States, giving particular centrality to electricity and gas transmission networks”.

“ The management, expansion, modernization and protection of infrastructure are assumed as determining factors for the country's capacity to respond to the challenges of the energy transition, reindustrialize, attract investment, promote the electrification of the economy and sustain economic growth ", reads in the same order that integrates the prior audit process of the Court of Auditors, with about 300 pages.

The executive considers, in this context, “especially important to ensure a closer link between the State and the operator of national energy transmission networks”.

According to the document, this objective can be pursued by strengthening public presence in REN, providing the State with “an increased instrument of monitoring and alignment with national priorities” in a sector considered of strategic interest.

The acquisition will also allow the State to appoint at least one member of the Board of Directors of REN, according to the documentation consulted.

The information referred to the Court of Auditors is also included in a study by Parpública, dated 10 August, demonstrating the interest and viability of the operation, which was also based on an analysis by CaixaBI of 31 July.

The documentation also refers to the expectation of obtaining dividends with participation in REN, relying on the analysis of CaixaBI, which highlights the company's history of dividend distribution and a ‘dividend yeld’ of 5% in 2025.

In its analysis of the operation, the Court of Auditors underlines that its prior review is restricted to verifying the legality and financial regularity, not involving an assessment “of the merit, opportunity or convenience of the State’s political options”.

The Court notes, however, that the elements sent to it “do not result in any possible negotiation documents established between the parties in the proceedings”.

Among the documentation is an ‘email’ sent on August 5 by a person in charge of Pontegadea to the president of Parpublica, in which a price offer corresponding to a premium of about 15.3% is presented. According to the case, the seller's initial proposal pointed to a premium between 17% and 20%.