Nov 5 (Reuters) - BlackRock ( BLK ) committed not to

support a delisting of Spanish utility Naturgy for at

least three years to win government approval for its acquisition

of a stake in the group, a stock market filing by the U.S. fund

manager showed.

In the filing BlackRock ( BLK ) also committed to support Naturgy's

investment plans and presence in Spain - including its

headquarters - and a "prudent dividend policy".

BlackRock ( BLK ) took over the 20.64% stake in Naturgy when it

agreed earlier this year to buy infrastructure fund Global

Infrastructure Partners, Naturgy's third largest shareholder, in

a $12.5 billion deal.

In the filing, BlackRock ( BLK ) said it was forced to take those

commitments by the Spanish government, which has the right to

block or put conditions on the acquisition of large stakes in

listed Spanish companies.

The government approved the deal in September.