One time shareholders railway At the Shareholders’ Meeting, it gave the green light to move the company headquarters from Madrid to Amsterdam, a program is put in place to complete the operation. Following the decision, creditors and shareholders were given a one-month period to exercise their rights regarding the merger. The period for creditors to exercise their opposition rights and shareholders’ right to leave will begin with the publication of the merger agreement accepted at the general assembly to be held in 2014. Trade Registry Official Gazette and a newspaper with high circulation in the province Madrid (It is expected to take place one to five days after the Ferrovial General Assembly is held) and will expire one month after that date. The merger will take effect in the second half of 2023. Likewise, the trading of FISE Shares on Euronext Amsterdam and Spanish Stock Exchanges is expected shortly after the final merger.
Minority shareholders who voted against the operation of the company can claim their money and demand reimbursement of their property rights.. that’s what could happen jeopardize the operation. If the requested repayment amount exceeds 500 million Euros (at the rate of 26 Euros per title), as determined by the agreement of the Board of Directors, the operation will be cancelled. It should be noted that the shares of the company are currently valued at 27 euros, but those who want to sell now will be paid the price of one month ago. Redemption fee for shareholders exercising their right to leave will be 26.0075 euros per shareIt corresponds to the average trading price of Ferrovial shares for the three-month period ending on February 27, 2023, one day before the merger was announced to the market.
Shareholders exercising their right to leave titles will be immobilized It cannot be sold before the transaction regarding the right to leave is completed. In the case of Ferrovial shareholders who are not tax resident in Spain and do not operate through a permanent establishment in Spain, they will not be subject to taxation in Spain with respect to dividends and capital gains from the titles of the resulting company. merger Income or capital gains from the possession of these shares may be subject to tax in Turkey. Holland.
Takeover of the Spanish parent company
But if there is enough money to compensate shareholders who voted against the merger, the deal will go ahead. The Amsterdam-based group will take over all of Ferrovial’s assets, liabilities and other legal relationships and will transfer FISE shares to the company’s shareholders in exchange for one-to-one Ferrovial shares.
FISE will take over all of Ferrovial’s assets, liabilities and other legal relationships and will allocate FISE shares to Ferrovial’s shareholders in exchange for their one-to-one shares in Ferrovial. For this reason Ferrovial will cease to be liquidated without liquidation..
FISE will request that its shares be accepted for trading on Euronext Amsterdam and the Spanish stock exchanges on the effective date of the merger (which takes place at 00:00 on the day following the date of the merger). merger deed is issued in the Netherlands) or shortly thereafter, after that also entry to one of the exchanges United States of America. Ferrovial’s shares will no longer be traded in the Spanish markets.
For tax purposes, the merger will also be effective at the Time of the Merger. FISE’s board of directors will consist of the same members who form part of the Ferrovial board.