MADRID (EP). The transfer of the Ferrovial headquarters to the Netherlands will be subject to the fact that the holders of no more than 2.57% of the company’s capital oppose this operation of great importance for the future of the company, as it would allow it to make the leap to the US stock market. Among the conditions established by the board of directors for the approval of this operation is that the shareholders who are against this transfer may avail themselves of their right of separation, a formula that includes the legislation.
This right consists of the shareholder leaving the capital due to their disagreement with the agreements adopted at the meeting in exchange for fair consideration, which is normally the company’s listing price, in this case 26.7 euros per share.
However, Ferrovial has limited this consideration to 500 million euros so that the operation can be approved. Currently, the company’s stock market value is 19,459.1 million euros, so those 500 million represent 2.57%, as confirmed to Europa Press by company sources.
In other words, if the holders of more than 2.57% of the share capital expressly oppose the operation and exercise their right of separation, presenting the corresponding documents within the established deadlines, the operation devised by the board of directors could be truncated.
The announcement of this transfer has sparked great controversy at the political level and four ministers have already spoken about this possible operation, asking for more commitment to Spain, being a family business that has grown “at the risk” of public contracts, as declared by the second vice president and Minister of Labor, Yolanda Díaz. However, the Minister of Finance and Public Function, María Jesús Montero, recalled that this company had more than 80% of its activity outside of Spain, so it was no longer taxed on these benefits in the country. The part corresponding to national activity will continue to be taxed in the same way in Spain.
Dividends from its subsidiaries
The only savings that Ferrovial will be able to enjoy is related to the dividends it receives from its subsidiaries, which will reach 40 million euros per year, although the cost of carrying out the operation alone will be around 20 million euros. For this reason, the company defends that the main objective of this change is to have a greater international projection, since having its headquarters in the Netherlands will open up many more opportunities for it in its main market, the United States, in which it hopes to be listed soon.
Ferrovial’s largest shareholder is its president, Rafael del Pino, who controls 20.4% of the capital, followed by María del Pino (8.2%); the British TCI fund (6.4%), founded by Christopher Hohn, a British billionaire who appears in position 273 on the Forbes list of the world’s greatest fortunes; Leopoldo del Pino (4.1%) and the funds BlackRock (3.18%) and Lazard (3%), according to the National Securities Market Commission (CNMV). In any case, the ‘free float’ or floating capital is 67%, which means that this percentage of the company’s capital is in the hands of minorities and subject to free trading on the stock market. For now, the reception by its shareholders has been positive, since this Wednesday its shares rose 1.7%, to 26.7 euros per share.
