Ferrovial faces historic meeting on headquarters move to the Netherlands with government opposition

Madrid

Ferrovial faces a historic meeting tomorrow for the future of the company, which involves moving its headquarters from Spain to the Netherlands while the differences with the Government continue to be evident, which they ask to respect the will of the shareholders, and tying the majorities.

With just under 24 hours to go before the board meets, all eyes are on the vote of the shareholders, who are the true owners of the company and who will foreseeably carry out this controversial operation, announced at the end of February and with which the group intends to be listed on the US market by first going through the Amsterdam stock exchange.

The Government maintains that “shareholders have to know the truth”

After an unusual epistolary relationship between the Government and the company hours before the shareholders must decide their vote, the Minister of the Presidency, Félix Bolaños, returned to the charge this Wednesday, assuring that Ferrovial shareholders “have every right to know the truth” and make an “informed” decision at tomorrow’s meeting.

The Government insists that there is no obstacle for the group to list in the US from Spain. However, yesterday the Secretary of State for the Economy, Gonzalo García Andrés, acknowledged that if regulatory or market adjustment needs arise, they would be willing to react quickly.

The Executive of Pedro Sánchez, who assures that he insists on his theses so that shareholders know all the information in view of a transcendental meeting, has already informed Ferrovial that he would like the headquarters to continue in Spain and that there are no economic reasons that justify this decision.

This point is important since in order to qualify for the exemption from taxing the latent capital gains that emerge with the operation, which in these cases are usually high, the Treasury must validate that the transfer does not seek to obtain a tax advantage but rather responds to economic reasons. valid.

The Tax Agency warns that these analyzes can take years and maintains that it does not receive pressure from the Government.

The company, advised by lawyers in Spain, the Netherlands and the US, reiterates that there are plenty of economic reasons and that this operation is not carried out for any tax reason but rather is the natural step towards its internalization.

The president of the CEOE, Antonio Garamendi, has once again asked the Government to respect the decisions of a private company such as Ferrovial and has added that pressure is not the most appropriate way to proceed, while the PP considers it “absolutely scandalous “the “interventionism” of the Executive on the companies.

Key points from the meeting

Ferrovial will submit a total of 13 items on the agenda to a vote at 12:30 p.m., being the tenth determinant since the approval of an intra-community cross-border merger depends on it, by which Ferrovial will be absorbed by its Dutch subsidiary Ferrovial International SE (FISE).

The merger will benefit from the fiscal neutrality regime and for this purpose it will be communicated to the Tax Agency.

The exchange rate is one newly issued ordinary share of FISE for each share of Ferrovial, without any complementary compensation.

Options for opponents of the operation

Shareholders opposed to this operation can vote against it and take advantage, if they so wish, of their right of separation to leave the shareholding, in which case they will receive a consideration of 26.0075 euros, below the 27 euros to those who move the titles after 3:00 p.m.

If they choose to leave, they may do so within a period of one month from the publication of the merger approval agreement in the BOE. Creditors may also exercise their right of opposition in the same term. To do this, they will have previously had to vote against the operation at the meeting.

The operation is conditional on these separation rights not exceeding 500 million, which is equivalent to 2.5% of the capital, since otherwise it could negatively affect Ferrovial from a financial and rating point of view.

The group considers that the impact of the payment of these separation rights would be temporary and would not compromise its ability to maintain its current investments, which will be even more concentrated in North America (92% of those already committed for 2023-2027).

Norway retracts and will vote in favor

In the last few hours the Norwegian State, which owns a 1.49% stake in Ferrovial, has changed its opinion and will finally vote in favor of the transfer and the other items on the agenda.

In addition to Rafael del Pino, who has 20.4%, his sister María, with 8.2%, and the TCI fund, with 7%, will vote in favor of the proposal, while Leopoldo del Pino, brother of President of Ferrovial and fourth shareholder of the group with 4.15%, he is inclined to vote against, although it seems that he will not exercise his right of separation, which would amount to almost 800 million.

All of them, together with BlackRock (3.17%), are the significant shareholders of Ferrovial, which has more than 727 million voting rights and a market capitalization close to 20,000 million.

If the merger is approved, Ferrovial will apply to be listed on the Amsterdam Stock Exchange shortly after, and hopes that before the end of the year it will be listed on the New York Stock Exchange.