Madrid, Apr 15 (EFE).- All eyes were on the shareholders’ meeting that Ferrovial held this Thursday, a decisive appointment to move its headquarters to the Netherlands, and despite insistent pressure from the Government to back down , there were no last minute surprises and the group is moving forward with the script.
Among great expectations, the firm chaired by Rafael del Pino achieved massive support for his transfer, which was endorsed by 93.3% of the board’s votes.
And as expected, his brother Leopoldo, fourth shareholder in the group with 4.15%, rejected the operation. The disagreements are not new, their votes against are common in the meetings held by the company.
Despite the strong rejection of the Government; of his repeated messages addressed to the shareholders hours before they decided their vote; If considering resorting to the anti-takeover shield or rejecting the economic reasons put forward by Ferrovial, which would condition the exemptions for the latent capital gains that emerge with the operation, the company has managed to score the first set of the match.
The continuous clashes with the Executive, which is preparing for the next elections and wants to clear up any doubts about legal certainty in Spain, did not give results and several minority shareholder associations denounced these interferences at the meeting and described as “excessive, inappropriate and al verge of illegality” the attacks by the Spanish authorities.
Leaving the capital, an unattractive option
Having paved the way, the view is set on the following objective: that the separation rights that shareholders who have voted against this transfer can exercise do not exceed 500 million.
If Leopoldo del Pino exercises it, the amount would reach 790 million, but everything seems to indicate that he will discard this option since, taking into account the current market value of his participation, it would mean a loss of 48 million.
Consequently, if the rest of the votes against the board, 0.29%, exercised this right, the disbursement would not be a problem for the company.
And it is that, today, taking advantage of this option is not profitable since Ferrovial has promised to pay shareholders who want to leave the capital 26.0075 euros per share, while the group’s titles have closed the week in 27 59 euros, 6% more.
Since February 28, when Ferrovial announced this operation, the group’s shares have appreciated by 5%, a percentage that is close to 13% since the start of 2023.
However, it will mean waiting a month from the time the agreement of the meeting is published in the Official Gazette of the Mercantile Registry to find out how many shareholders make use of this right of separation.
the calendar runs
If all goes as it should, and it looks like it will, Ferrovial will be taken over by its Dutch subsidiary FISE, which will acquire all assets and liabilities. In this way, Ferrovial will be extinguished by its dissolution and everything will come under the umbrella of FISE with accounting effects from January 1.
Shareholders will exchange one FISE share for each of their Ferrovial shares and the name of FISE will become Ferrovial SE.
Once the merger is effective, around the second half of the year, FISE will request the admission to trading of the shares on the Amsterdam stock exchange and on the Spanish stock exchanges. Later, it will do the same in the North American market.
Then a new path will be opened for the company, founded in Spain in 1952, and which is focused on increasing its weight abroad, its true growth engine, with the United States as its star market.