Just hours after the Shareholders’ Meeting, which started a political storm in which the government was directly involved at the highest level, which was supposed to approve the transfer of company headquarters to the Netherlands, Ferrovial is already officially talking about a transfer. “legal center” meaning ‘to be able to sell’ at the meeting The company will operate with two headquarters, one of which will be called the legal and the other operational headquarters. and that he would be in Madrid. Sources close to the operation point out that exposing the transmission in this way is nothing more than an image operation, from a legal or legal point of view. Try to appear “less bad” with the government and reassure and persuade shareholders But the truth is that conversations about the two venues have gained strength over the past few hours. For example, Jordi Canals, Iese’s former chief executive, advisory expert, and a man close to Ferrovial president Rafael del Pino, complained when asked about the case in an interview with “activos”. Mechanisms should be sought “with two social centers”..
The government, for its part, continues to increase the pressure. Gonzalo García, Minister of Foreign Affairs for the Economy, sent a letter to Ferrovial’s CEO, Ignacio Madridejos, a few hours ago, insisting on what the Manager had analyzed and maintained by the market regulator (CNMV). manager de las bolsas (BME), the transfer of this headquarters is not required for a Spanish company to be directly listed. The New York Stock Exchange, the main argument the company used to justify its decision. In this regard, some sources draw attention to the example of IAG, the product of the merger of Iberia and British Airways, which has two headquarters and is traded on the London and Spanish stock exchanges. The purpose of the letter from the Secretary of State, as explained in the letter itself, is to “inform the General Assembly of the company adequately about the different options and possible risks or contingencies in this area”.
Relocation of headquarters to the Netherlands means that the company’s registered office will be in Amsterdam (Kingsfordweg, 151), which makes it subject to the country’s legislation and will predictably have a permanent establishment in Spain. From a tax standpoint, this means: In the Netherlands you will pay all taxes and in Spain you will only be taxed for benefits you receive in our country.. Sabadell estimated that tax savings for the Dutch company would be around €40m per year due to better conditions in the tax treatment of dividends.
Thursday’s Shareholders’ Meeting is therefore complex for Ferrovial, especially after the Government increased pressure on the company to reconsider its stance on the relocation of headquarters, which doesn’t seem to be happening. In fact, it gives the impression that the Executive does not find any loopholes to undermine the decision (there was talk of using the anti-opa shield) that Rafael del Pino can legally count on at least 2.57% of the capital. reject the transfer, but at the same time demand the repayment of the 500 million budgeted shares of the company. As the company points out in the Fusion Project, overcoming this hurdle would theoretically cause the change to fail. Shareholders who voted against have one month to claim redemption. Since the publication of the Trade Registry (Borme) in the Official Gazette that the shareholders meeting approved the merger. So far, Ferrovial and Rafael del Pino have had the backing of their decisions from major funds in their capital, such as TCI, which, after learning, increased its stake to 7% but also faced rejection from one. Members of the family, Leopoldo del Pino, who own more than 4% of the shares, although the company guarantees that it will not demand repayment of its shares.
Ferrovial will insist to shareholders that the main motivation for changing its headquarters to the Netherlands is economic, especially as it relates to its main goal: to be listed on Wall Street as an American company for all purposes, not just through ADRs. The company considers it reflects only a fraction of its potential. Ferrovial insists
that 80% of its business already comes from the United States and 90% of its future projects and main opportunities are in the North American country. For Ferrovial, on the other hand, having more presence in the United States reinforces its notoriety in the region, especially with regulators for its “role in rewarding new key projects.”