* CNMV says IFM bid has met all conditions from Spanish
* IFM has five days to make its public announcement of its
* Naturgy shareholders have 30 days to accept bid
(Adds analysts, reaction from IFM and source, Naturgy's
shareholder structure, details from prospectus)
MADRID, Sept 8 (Reuters) - Australian fund IFM on Wednesday
received the approval from Spain's market supervisor to acquire
a 22.69% stake in Spanish energy group Naturgy,
setting the clock ticking to launch the 4.9 billion euros ($5.79
IFM has up to five days to make a public announcement. Once
the bid and its conditions have been announced publicly, Naturgy
shareholders would then have 30 days to tender their shares.
In August, the government approved the partial takeover bid
of IFM on the condition it would protect jobs, investment and
the supply of gas and electricity.
CNMV, as the supervisor is known, said in its statement on
Wednesday that the bidder had met all the requirements set by
the Spanish government.
After stripping out dividend payments, IFM is offering 22.07
euros per share, down from its original 23 euros per share
offer, to buy a 22.69% stake in Naturgy. Shares in Naturgy were
trading at 21.73 euros at 1215 GMT on Wednesday.
The bid is subject to securing at least a 17% in the Spanish
IFM said on Wednesday in a statement it considered its bid
attractive as it implied a 28.9% premium compared to the average
price of the six months prior to its first announcement at the
end of January.
Besides Criteria, which currently holds almost 26% in the
energy group, Naturgy's main shareholders are private equity
funds CVC and GIP with a 20.7% and a 20.64% stake, respectively.
Criteria, the main shareholder of Caixabank, is
fully owned by the foundation of former savings bank La Caixa.
Though the approval from the CNMV was expected, Spanish
investment firm Alantra had said in a note to clients before
CNMV's approval it would not rule out IFM lowering the minimum
threshold to secure the bid.
"Under the current shareholder structure, reaching the
minimum 17% threshold will require that 50% of the free float
accept the bid, and this is not a done deal," Alantra said.
IFM declined to comment.
A source close to IFM said that the Australian fund did not
plan to lower the minimum threshold.
According to the takeover prospectus published on Wednesday,
the bidder can lower the minimum threshold to 10%.
(Reporting by Jesús Aguado; Editing by Nathan Allen, Inti
Landauro and David Evans)