Madrid (EFE).- The president of the National Securities Market Commission (CNMV), Rodrigo Buenaventura, insisted on Tuesday that after an “exhaustive verification process” no incompatibility has been found for Ferrovial to be able to list on the US .UU. being based in Spain.
In the analysis, “no national regulation or circumstance was found that would make it unfeasible for a Spanish company to request its listing in the US while it is based in Spain,” Buenaventura said in statements to the media after inaugurating the 14th Annual Conference of the Association of Financial Markets in Europe (AFME).
Buenaventura has been asked about the final decision of Ferrovial, whose shareholders’ meeting approved on April 13 the transfer of the group’s headquarters from Spain to the Netherlands with the aim of making its debut on the stock market with its parent company in the United States.
Asked how the process could be expedited if another company wanted to be listed in the US, Buenaventura assured that what the process requires is that there be a company that requests it, and has insisted that up to now, it has not been seen that there are impediments in the Spanish regulations in this regard.
Also, asked if there are risks that other companies follow in the footsteps of Ferrovial, the CNMV president said that although it is not something that worries him, since “the Commission has done its homework and is prepared.”
The Spanish market is “very internationalized”, it is open and regulatory approved to the rest of the countries, he stressed.
The period begins for critical shareholders to leave Ferrovial
Madrid (EFE).- Shareholders who have voted against the transfer of Ferrovial’s headquarters from Spain to the Netherlands can leave their capital within a period of one month, once the merger agreement agreed on the 13th by The shareholders’ meeting has been published today in the Official Gazette of the Mercantile Registry (BORME).
This agreement, which contemplates a cross-border merger through which Ferrovial will be absorbed by its Dutch subsidiary FISE, has also been approved by the latter’s general meeting, as explained by the group chaired by Rafael del Pino to the National Market Commission for Securities (CNMV).
One of the key conditions to carry out this operation is that the separation rights that the shareholders who have voted against this transfer wish to exercise do not exceed 500 million euros.
As expected, Leopoldo del Pino, who is the fourth shareholder in the group with 4.15%, voted against this point, although he is not expected to exercise his right of separation, which if he did so for all his participation would be around 800 million euros.
93.3% support for moving to the Netherlands
The transfer to the Netherlands was supported by 93.3% of the votes of the board and, except for the refusal of Leopoldo del Pino, only 0.29% of the votes rejected this change of registered office.
Currently, taking advantage of this option is not profitable, since Ferrovial has agreed to pay shareholders who want to leave the capital 26.0075 euros per share, while the group’s shares are trading at around 27.6 euros. revaluing 13% since the beginning of the year.
Ferrovial has appointed Banco Santander as agent entity for the management of the separation procedure, which can be exercised with all or part of the shares owned by the shareholders.
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.
In addition to the critical shareholders, legitimate Ferrovial creditors have a period of one month to exercise their right to oppose the operation. No FISE creditor has exercised their right of opposition.
Ferrovial will be absorbed by its Dutch subsidiary FISE
If all goes well, Ferrovial will be absorbed 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.