Madrid (EFE) the will of the shareholders, and tying the majorities.
With just over 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.
In the last hours, and in an unusual epistolary relationship between the Government and the company hours before the shareholders must decide their vote, the positions continue without changing one iota.
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 internationalization.
Key points from the meeting
At 12:30 p.m., Ferrovial will begin the meeting in which a total of 13 items on the agenda will be put to the vote, being the tenth determinant since the approval of an intra-community cross-border merger by which Ferrovial will be absorbed depends on it. 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.
The merger will be effective at 00:00 on the day following the date on which the deed of merger is executed in the Netherlands.
Once executed, Ferrovial’s assets, liabilities and operations will be considered FISE for accounting purposes from January 1, 2023.
Options for opponents of this 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 26.8 to those who closed the titles yesterday.
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, founded in Spain in 1952, 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 by 2023 -2027).
For the moment, it is already known that the Norwegian State, which owns a 1.49% stake in Ferrovial, will vote against the transfer and that Leopoldo del Pino, brother of the president of Ferrovial and fourth shareholder in the group with a 4.15 %, is also inclined to do so, although it seems that it will not exercise its right of separation, which would amount to almost 800 million.
In addition to Rafael del Pino, who adds 20.4%, his sister María with 8.2%, and the TCI fund, with 7%, will vote in favor of the proposal.
If approved, Ferrovial will apply for admission to 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.