Madrid (EFE).- The Ferrovial shareholders’ meeting has supported with their votes the transfer of the group’s headquarters from Spain to the Netherlands despite the strong rejection that it has provoked within the Government and allows it to take a further step towards its ultimate goal of going public with its parent company in the United States.
The company chaired by Rafael del Pino, the group’s largest shareholder with 20.4%, has thus obtained the necessary support in order to carry out its cross-border merger project, through which Ferrovial will be absorbed by its Dutch subsidiary FISE, which has long been the head of the group’s international business.
However, the success of this operation still depends on the fact that the separation rights that the shareholders who have voted against this transfer wish to exercise do not exceed 500 million euros, which is equivalent to around 2.5% of the capital .
In this second call, the shareholders present and represented at the ordinary meeting, which started after 12:30 this morning, have brought together 77.6% of the total share capital and have carried out the 13 items on the agenda.
Ferrovial will report the result of the voting on all the items on the meeting’s agenda once all the votes have been counted, which is expected to occur around 4:00 p.m.
The period for shareholders critical of the agreement to exercise this right will begin with the publication of the merger agreement adopted by the meeting in the Official Gazette of the Mercantile Registry and will end one month after said date.
Those who choose to leave the capital will receive a cash amount of 26.0075 euros per share, below the 27.39 euros at which the share is currently trading.
In fact, since February 28 – the day after the announcement of the operation – Ferrovial’s shares posted a rise of 3.35%, and if one takes into account that since then the Ibex 35 has fallen by 1.23% , the revaluation would be 4.6%.
The success of the operation is also conditioned on the existence of reasonable certainty that the FISE shares will be admitted to trading on the Amsterdam stock exchange and on the Spanish stock exchanges. After that, the group will request the admission to trading of its shares in the North American market.
Despite the criticisms of the Government in a pre-electoral context; of his repeated messages addressed to shareholders hours before they decided their vote; If considering resorting to the anti-takeover shield or rejecting the economic reasons adduced by Ferrovial, conditioning the exemptions for the latent capital gains that emerge with the operation, the company continues with the planned schedule.
Del Pino places his son in the Spanish branch of FISE
The president of Ferrovial and the group’s largest shareholder, Rafael del Pino, has placed his son Ignacio del Pino Fernández-Fontecha in the branch that the company Ferrovial International SE will have in Spain, as published this Thursday in the Mercantile Registry Bulletin (BORME).
The company, whose corporate purpose is participation in other companies, whatever their type, is also made up of Francisco Javier Martínez Pardo. Both will act as proxies of the same.
It is expected that, at the time of effectiveness of the merger, certain assets, liabilities and legal relationships transferred to FISE will be assigned to the FISE branch in Spain.
Spain has always been our country and we have not given it up
Del Pino stressed during his speech at the historic shareholders’ meeting that “Spain has always been our country and we will not give it up” with the transfer of the company’s headquarters to the Netherlands.
In addition, he stressed that this operation is part of the freedom of establishment “that nourishes the very essence of the European Union”, it is not carried out for tax reasons since the group will continue to contribute tax in Spain as up to now.
The group has stressed its growing commitment to internationalization, especially to the US market, where it will debut on the stock market, or Canada, while studying new opportunities in Australia, Europe or Latin America.
Minorities denounce government interference
Within the framework of the meeting, the Secretary General of the World Investors Federation, the Belgian Jean-Pierre Paelinck, has accused the Government of “violating the property right” of Ferrovial shareholders with its “interference” in the decision to the company to move its headquarters to the Netherlands.
Along the same lines, the president of the Slovenian association Vzmd, Kristjan Verbic, which represents 5 million minority shareholders, stressed that the fundamental principles of the European Union include freedom of establishment and that the decisions of private companies and Listed companies have to be taken exclusively by shareholders and not by politicians or governments
other points
The meeting has also advanced the remuneration of the directors of Ferrovial FISE that will be applicable to that company from the moment the merger becomes effective.
It has also agreed on the re-election of the directors Ignacio Madridejos (CEO); Philip Bowman; Hanne Birgitte Breinbjerg; Juan Hoyos Martínez de Irujo and Gonzalo Urquijo; a stock compensation system for executives; the 2022 accounts; the management developed by the council; the re-election of EY as auditor or the flexible dividend program.
The Government respects the decision of the Ferrovial shareholders’ meeting
The Government has expressed its respect for the decision adopted this Thursday by the shareholders at the Ferrovial General Meeting and has wanted to insist that it will continue working “constructively with all Spanish companies to defend their interests and promote their expansion and growth ”.
This has been indicated by sources from the Ministry of Economic Affairs after this Thursday the shareholders’ meeting of Ferrovial -the company chaired by Rafael del Pino, the group’s leading shareholder with 20.4%- has supported with their votes the transfer of the headquarters of the group from Spain to the Netherlands.
The Government “works to attract investment and encourage companies in Spain to grow, create jobs and access financial markets from our country in the best possible conditions”, the same sources have indicated.
The Minister of the Presidency, Félix Bolaños, described this Thursday as “strange” the decision of the construction company Ferrovial to move its headquarters to the Netherlands, noting that Spain is the EU country with “the best economic prospects”.
This was assured to journalists before participating in a justice forum organized by the Madrid Bar Association, when asked by the Ferrovial shareholders’ meeting on which the transferee from the company’s headquarters depends.
The minister, who has expressed his “respect” for the decision adopted at the shareholders’ meeting this afternoon, has avoided clarifying, however, what the Government will do if the transfer of the construction company is approved to the Netherlands.
What he has said is a “strange” decision and that it goes “against the current” because, in his opinion, Spain is the country that “has the best economic prospects in the European Union and is also in record numbers of foreign investment.”
Feijóo denounces the “signaling” of the Government before the transfer of Ferrovial
The leader of the PP, Alberto Núñez Feijóo, has denounced the “pointing out” and “contempt” of the Government to the companies before the possible transfer of the headquarters of Ferrovial to the Netherlands, which today decides its shareholders’ meeting. He urges dialogue instead of “insulting”.
The leader of the PP considers it “very bad news” that Ferrovial could make the decision to leave Spain this Thursday, as he said in statements to journalists after attending an informative breakfast that the PP candidate for the Valencian Community, Carlos Mazón .
Feijóo accuses the Government of being “indicating various businessmen by names and surnames”, insulting entrepreneurs and legislating against attracting and maintaining investments, which “has effects” and that of Ferrovial is an “unfortunate effect”.
The leader of the PP considers that the Government should work to retain the companies and if he arrives at Moncloa he promises “to ensure that the shareholders of this company or any other” have “reasons” in case of considering a change of address prosecutor “to stay in Spain”.