Instituto Nacional de Industria (INI) was setup in 1941, by Law on September 25th, as the answer to the need to rebuild and develop the Spanish production capacity, two years after the end of the Spanish civil war. INI should face the required level of investment which the private sector could not, on the basis of an autarkic economy, for which received a 50 Million pesetas endowment from the State.
In the Law which was the basis for its establishment, it was stated that: “The Instituto Nacional de Industria is created as a public law entity, whose goal is to promote and finance, at the service of the Nation, the creation and reappearance of our industries, especially of those which have as their main goal to solve the problems imposed by the demands to defend the country or which are required for the implementation of our economic autarky, offering to Spanish savers a safe and attractive investment”.
Taking as a model the “Instituto per la Ricostruzione Industriale” (IRI), set up by Mussolini in 1938, INI was conceived by its founder and first chairman Mr. Juan Antonio Suanzes as a tool for industrial policy, which allowed the State to take part in the economy. INI became a key element in Spain’s economic, industrial, and technological evolution.
In its capacity as an industrial holding, INI carried out its activity through the incorporation of its own companies and its participation in others together with the private sector, controlling their management and defining strategies, in keeping with the Government’s industrial policy. Equally, as a financial entity, it provided financing –direct and indirect – to its companies, supplying them the resources which they required for operating.
In the early years, its resources were applied to building a strong industry in three strategic sectors; electricity, iron, and coal, which made up which Suanzes called the “industrializing trilogy”. Later, these industries would be joined by transport, shipbuilding, oil refining, and the automotive industry, among others.
For a long time, INI was the main Spanish corporate group, and one of the ten most important within the European Community. Throughout its history, INI had a direct and controlling shareholding participation in about 180 companies, with a total workforce which surpassed 250,000 employees in 1980.
The evolution of the country’s industrial policy and the economic situation itself determined the different functions which were given to INI at each moment and which defined the institution’s history:
This stage spanned from its incorporation up to the beginning of the Planes de Desarrollo (Development Plans). During this time INI’s chairmanship was in the hands of Mr. Juan Antonio Suanzes, under the direct overview of the Government’s President Office.
During this period took place the most ambitious plans of the institution, and the main state-owned companies were incorporated, which shaped the history of Grupo INI.
In the 1950s, the group of companies expanded, and INI developed a thicker industrial structure, strengthening its position in different industries through the purchase or the incorporation of highly significant companies, such as:
While Mr. Suanzes was at the helm, technical issues overcame financial’ issues. The goal was maximizing production, regardless of its cost. Until 1957, most of the holding’s financial resources and those of its companies came from the State, which provided them either directly, from the State Budget, or indirectly, through issuing debt specifically for financing INI; afterwards, INI began looking for funds in capital markets.
With the Plan de Estabilización (Stabilization Plan) of 1959 Spain’s economy began to liberalize and to open to the rest of the world, with the abandonment of the autarchic strategy which had been pursued during the previous 20 years. Began then a period of growth which followed market criteria, and the private sector grew in importance.
During the years 1963 to 1969, characterized by the implementation of the Development Plans, INI reduced its industrializing main role and adopted a secondary role, limited to supporting the private sector. Its role as a financial holding predominated, as a result of the reduction of State financing, which forced it to look for resources in the capital markets. As a result of this situation, it underwent a worsening of its net worth.
As a result of Decree 480/1968 of March 14th, INI was attached to the Ministry of Industry, whose main goal was promoting and supporting the private sector. This transfer eliminated its privileged link with the Government’s President Office, making it more vulnerable.
From 1963 to 1969, the most significant acquisitions were the following:
From 1970 onwards, took place a number of significant changes within INI, which included the entity’s reorganization, seeking to update and modernize its working, and a financial reform, which resumed the State contributions and which allowed INI to resort to the international markets. The goal was injecting into INI a more corporate mentality and more financial rationality, so that the Group would operate with the efficiency and profitability of modern industrial corporations.
There was also a reorganization of its portfolio and a restructuring of its shareholding participations. Between 1970 and 1973, INI sold or liquidated more than a score of companies. At the same time, between 1970 and 1976, a number of companies were purchased or incorporated, among others: ENTASA, ENUSA and ENAGAS, within the energy industry; the shipyards ASTICAN and ASTANO; within the fertilizers industry, ENFERSA; in software SECOINSA; and ENDIASA, with LESA and CARCESA, in the food industry.
INI’s activity became highly defined by the countercyclical role which it was given in the 1970s, as a result of the crisis which was engulfing the international economy since 1973, which in Spain was compounded, especially since 1976, due to its coinciding with the difficult situation provoked by the political transition from dictatorship to democracy.
The arrival to Grupo INI of companies in deep financial trouble from the private sector, mostly during the years 1976 to 1983, turned this entity into an authentic “hospital” of private companies. As a result it suffered from overcapacity and growing losses.
The rescue of private companies in financial crisis sought to prevent social tensions at a time of political uncertainty, preventing the bankruptcy of the companies and job losses. The most significant precedent of this strategy is the nationalization of the coal mining companies in Asturias, whose merger gave place to the incorporation of HUNOSA, which in 1970 became wholly owned by the State.
After HUNOSA, between 1971 and 1983, more than 25 private companies came to form part of INI; these companies brought with them around 95,000 employees. Among these companies were ASTANO, BARRERAS, Astilleros Españoles, Babcock Wilcox España, ENSA, AHM, MTM, ATEINSA and SEAT; the latter became wholly owned by INI after the exit of its private shareholder, FIAT.
A highly significant event during this period was the spin-off, in 1981, of the gas and petrol companies (EMPETROL, HISPANOIL, ENIEPSA, ENAGAS and BUTANO) from INI for the creation of Instituto Nacional de Hidrocarburos (INH). On the other hand, INI incorporated six companies for promoting regional economic development (SODIAN, SODICAL, SODICAMAN, SODICAN, SODIAR and SODIEX), besides PRESUR, ENISA, INISOLAR and CARBOEX.
Since 1984, within the framework of a global industrial policy within which the reorganization of the industrial sectors in crisis took place, INI left for good its secondary, subordinated role versus the private capital, replacing it by competitiveness, with the goal of turning itself into a state-owned holding in competition with the private sector. To that end, it undergoes plans for reducing its production capacity, its costs, and for putting its finances in shape.
The industrial reorganization processes, which took place within Grupo INI, continued for the most part until 1988 and affected mostly to the companies belonging to the steel industry (ENSIDESA, FOARSA, AHM/SIDMED), shipbuilding (AESA, ASTANO, ASTICAN and BARRERAS), capital goods (BWE, MTM, ATEINSA, ENSA, Fábrica San Carlos), mining (HUNOSA and FIGAREDO), and defense (BAZÁN, CASA and SANTA BÁRBARA). But other companies underwent also feasibility plans, such as: Grupo INESPAL, ENFERSA, IBERIA, AVIACO, etc.
INI’s shareholding structure underwent during this period a significant change, as a result of the implementation of the rationalization measures:
Since 1989, INI stopped being an Autonomous Entity and became, as a result of section 123 of Law 37/1988, of the General State Budget for 1989, a Public Law Entity, which continued being attached to the Ministry of Industry and Energy. INI had to continue being governed by private law and act according to the principles of profitability and efficiency, and this without precluding it seeking to pursue the fulfillment of general interest objectives.
In 1992, foreseeing the restrictions in the grant of state aid on the part of the European Community, INI incorporated the limited company TENEO, into which it grouped its companies capable of being managed and competing on the market without that state aid (Law 31/1991, of December 30th, of the State General Budget for 1992). The companies which might continue receiving aid, as those in the defense, steel, shipbuilding, or mining industries, continued being directly attached to INI itself.
In 1995 the Instituto Nacional de Industria (INI) was dissolved through Law Decree 5/1995 on June 16th, turned on Law 5/1996 on January 10th, for the creation of certain public law entities. As a result of the above norm, the Instituto Nacional de Hidrocarburos (INH) was dissolved and SEPI was created, bringing together TENEO and the companies which made up INH, as well as the Agencia Industrial del Estado, to which were attached the loss-making companies of INI which were granted State aid.
Instituto Nacional de Hidrocarburos (INH) was incorporated by Law 45/1981, of December 28th, as a public law entity subject to private law and attached to the Ministry of Industry and Energy, for managing the state-owned corporations whose activity is focused on hydrocarbons, and which up to then were part of INI.
The setup of INH took place in answer to the second oil shock and within the framework of an important reorganization within the oil industry, which after the review of the National Energy Plan required of a great deal of coordination among the companies in this industry. As a result of the above, on June 15th, 1981 INI transferred to the INH its Oil and Petrochemical and Gas Divisions, and with them the shares and rights in the companies ENPETROL, HISPANOIL, ENIEPSA, ENAGÁS and BUTANO.
In 1987, the reorganization of the activities, mostly due to the end of the public monopoly as a result of Spain’s accession to the European Community, gave place to the incorporation of the REPSOL corporate group, within INH itself. From that moment, REPSOL drew together the shareholding stakes in the oil, chemical, butane gas and oil exploration companies owned by the State.
In 1989, INH started the sale of Repsol’s shares to private investors through the IPO of 26% of its social capital. After new listings between 1993 and 1995, SEPI concluded on March 1997 the total privatization of REPSOL, through a new public offering of shares, which at the time were owned by SEPI itself.
INH disappeared on June 16th, 1995 through Royal Law Decree 5/1995 about the creation of certain public law entities, which also included the dissolution of INI and the creation of SEPI and of the Agencia Industrial del Estado.
On July 14th, 1992 was the date of the official incorporation of the public limited company TENEO, after the Board of Directors of Instituto Nacional de Industria authorized it four days before, once it had the approval of the Council of Ministers. After its incorporation, the first meeting of the Board of Directors of the new company took place, during which Mr. Javier Salas was appointed as Chairman.
Section 107 of Law 31/1991, on December 31st, on the State General Budget for 1992 had authorized INI to start the project TENEO, a new public limited company to which had to be transferred its shareholding stakes in those companies which “might be managed according to homogenous corporate criteria”; a company which “will be organized and operate strictly in accordance with the private law system”. At that moment began the legal way for that new corporate group, free from the contribution of resources from the State.
The TENEO project arose as an answer to the immediate implementation of the Single European Act of the European Economic Community on January 1993 which, after Spain’s accession to the European institution prevented state-owned companies receiving aid from the State, with the exception of some very specific industries.
The goal was consolidating one financially autonomous corporate group which drew together INI’s corporate capital potentially profitable and with international dimension, which made possible the active and long-term presence of Spanish capital in a global market more and more competitive. Its strategy included the opening to the participation of new shareholders within the capital of its companies and the possible listing in the future of the group’s parent company itself.
TENEO was incorporated with a social capital of 658,312,370,000 Pesetas, wholly subscribed by INI, who provided as collateral, at the time of its incorporation, the shares of 29 of its own companies, as well as the building of the main office of the Instituto Nacional de Industria itself, assessed in 16,500 Million Pesetas. The remaining companies, up to the 47 above mentioned, joined the new Group from INI before the end of 1992. In this way, at December 31st, the social capital amounted to 835,000 Million Pesetas, of which 815,000 Million corresponded to the shares in the portfolio.
INI’s Board of Directors had approved before, in its meeting on January 24th, a capital raise in certain companies of the Group in order to put them on an equal footing with their competitors on the market. Thus, to the impeccable financial structure, composed only by stockholders’ equity, with very low debt, was added a sound financial situation in its companies. On June 19th, the Council of Ministers approved the criteria for assessing the companies which were going to be transferred to the new public limited company and the final list of those companies, as well as TENEO’s social capital y the remaining metrics.
The 47 companies which were attached to TENEO were those with a real or potential profitability, capable of financial autonomy and of fairly competing on the market and without having to resort to State aids. These companies, present in industries with great potential, such as the energy industry, air transport, electronics, telecommunications, aeronautics or the space industry, together reached a turnover of more than 1.5 Billion Pesetas, with a figure of about Half a Billion Pesetas from the sales on the international market, and a workforce of around 80,000 employees.
Four years later, the Council of Ministers of a new Government, on June 28th, 1996, resolved to dissolve this state-owned corporate group, which was agreed in the General Assembly of TENEO on July 5th, 1996, as well as the transfer of the balance of this company to its sole shareholder at the time, the state-owned industrial holding company Sociedad Estatal de Participaciones Industriales (INI had disappeared on June 1995).
The materialization of this dissolution agreement, including the transfer of assets and liabilities to SEPI, took place on September 16th, of the same year. At the tiem of the dissolution, TENEO had net assets amounting to 2.956 Billion Pesetas and a capital of 680,000 Million Pesetas, with a positive consolidated result of 71,000 Million Pesetas in 1995.
ALMAGRERA, AUXINI, AVIACO, COFIVACASA, TRASATLÁNTICA, ADARO, ARTESPAÑA, ENDESA, INITEC, ENUSA, ENDIASA, ENSA, FÁBRICA SAN CARLOS, IBERIA, INFOLEASING, SODIAN, SODIAR, SODICAN, SODICAL and TGI (transferred by INI at the very instant of its incorporation).
AUTOMOCIÓN 2000, BWE, CASA, ENCE, ELCANO, INISEL, INESPAL, INFOINVEST, POTASAS DEL LLOBREGAT, SODICAMAN, SODIEX, SODIGA and SURIA K (later transferred and up to December 31st, 1992).
AGENCIA EFE, ACESA, ARESBANK, BANCO EXTERIOR, CABOEX, ENISA, ENRESA, HISPASAT Y REDESA (transferred at the very instant of their incorporation).
ALUMINIO ESPAÑOL, FOCOEX, INI MEDIOAMBIENTE, PHOSBUCRAA Y EXHIBIT (transferred later and up to December 31st, 1992).
This public law entity was created, as was the case of SEPI, by Royal Law Decree 5/1995, on June 16th, later transformed into Law 5/1996, on January 10th, for the creation of certain public law entities attached to the Ministry of Industry and Energy. Its activity was subject to private law.
The AIE replaced, together with SEPI, the historical Instituto Nacional de Industria (INI) with the goal of implementing the Government’s guidelines on industrial reorganization and rationalization, special regimes, and partial derogation of the Community norms on competition.
The main functions conferred on the AIE were those of determining the strategy, overviewing the planning, and promoting, leading, coordinating, and controlling the activity of the companies in which it had a majority shareholding participation, either directly or indirectly, making the follow-up of its implementation and making sure of the fulfillment of the goals which had been set for the companies. It was also responsible for managing the privatization of the companies whose shares it held.
Agencia Industrial del Estado was granted as its portfolio of shareholdings INI’s loss making companies which depended on the State General Budgets for operating: ASTILLEROS ESPAÑOLES, ASTANO, H. J. BARRERAS, SANTA BÁRBARA, BAZÁN, HUNOSA, MINAS DE FIGAREDO, PRESUR, PRODUCTOS TUBULARES, CORPORACIÓN SIDERÚRGICA INTEGRAL, SIDENOR, AHV-ENSIDESA CAPITAL, ALTOS HORNOS DEL MEDITERRÁNEO and POTASAS DE NAVARRA.
On September 5th, 1997, the Council of Ministers resolved to authorize the taking over by Sociedad Estatal de Participaciones Industriales (SEPI) of AIE’s companies, as well as of all their rights and liabilities; thus, the Agencia Industrial del Estado, thus Agencia Industrial del Estado was dissolved. (Royal Law Decree 15/1997)
A State-owned enterprise which is governed by private law and which is attached to the Ministry of Economics and Finance, which was incorporated through the change of the social name of the Sociedad Estatal Patrimonio I and the take over of the Sociedad Estatal de Patrimonio II. This incorporation took place by the Agreement of the Council of Ministers on June 28th, 1996, on which were defined the basis of the Program for the Modernization of the State-Owned Enterprises.
From this moment, SEPPa became the Agent in charge of the above modernization program, together with SEPI and the AIE. For this, the corporate purpose which it received, in relation with the enterprises in which the Dirección General del Patrimonio del Estado had a shareholding, were those of holding, administering, acquiring and the total divesting of these enterprises, after the previous authorization of the Government or of the Delegated Commission of the Government for Economic Issues. Equally, it was in charge of carrying out and commissioning studies, analysis and deals previous, supplementary or derived, which might be required or convenient for carrying out the divestment transactions.
On May 25th, 2001, the Council of Ministers agreed the integration of Sociedad Estatal de Participaciones Patrimoniales into SEPI, while at the same time a number of enterprises which up to then had been attached to the Dirección General de Patrimonio del Estado were transferred to Sociedad Estatal de Participaciones Industriales itself.
The final dissolution of SEPPa took place on 2001, as a result of the decision of the Council of Ministers on July 13th, 2001.
It was a state-owned company regulated by private law and attached to the Ministry of Economics and Finance, which was incorporated as a result of the change of social name of the Sociedad Estatal Patrimonio I and the takeover of the Sociedad Estatal de Patrimonio II. The above incorporation was the result of a resolution of the Council of Ministers on Juen 28th, 1996, which set the foundations of the Modernization Program of the State-Owned Corporate Sector.
From then on, SEPPa became the managing agent for that modernization program, together with SEPI and AIE. The corporate goal which was trusted to it, with regard to the companies in which the Dirección General del Patrimonio del Estado had a shareholding participation, was the holding, managing, purchasing, and the total divesting of those companies, after the decision of the Government or of the Delegated Commission of the Government for Economic Affairs. Equally, it was in charge of carrying out studies, analysis and activities previous, supplementary, or resulting, which were required or convenient, for implementing the sale of the companies.