Rafael del Pino began his 2023 Ferrovial Shareholders Meeting by joking about the plethora of media, fully aware of the media turmoil caused by the Board’s decision to relocate the company’s headquarters to the Netherlands. The board was supposed to advance a dozen points, but it was the number 10 that got the most media attention:Approval of an intra-community cross-border merger between Ferrovial (as a security company) and Ferrovial International SE (as absorbing company)”.
The decision came from the Board of Directors on February 28, which coincides with Ferrovial’s business results in 2022. In a short part of the presentation, the company carry out “institutional restructuring to align the institutional structure with the international profile”. This included the change of headquarters to the Netherlands, which would facilitate the next start on Wall Street.
Reactions were quick. The entire government took a storm against the company’s executives, led by Economy Minister Nadia Calviño. They argued from the manager that this was a move that sought a financial improvement for both Ferrovial and its president. Rafael del Pino responded unequivocally to this point during the Meeting: “The operation is not carried out for tax reasons, as it is tax neutral. the taxes we will pay Spain will be similar to what we are currently paying”.
Ferrovial wants to be listed in the United States
The main motivation for Ferrovial to leave Spain is to be listed in the United States as soon as possible.. The company believes the company will have greater liquidity and investor appetite than being listed in Spain. Sources close to the company revealed that there are many pension funds and universities interested in buying Ferrovial shares, but they are unable to do so as it is a European company banned by investment statute.
The economy went on the offensive, jointly with the National Securities Market Commission (CNMV) and the Spanish Securities Markets and Markets (BME). In a joint report, after the New York trip, They stated that in the United States it is okay to quote directly from Spain..
In this context, the chairman and largest shareholder wanted to be very clear in his response to the Government: “As it is not easy or urgent to establish a price route in the United States directly from Spain, and both the process and the implementation time are uncertain today“.
‘Massage’ meeting for Rafael del Pino
The Shareholders Meeting started a few minutes after the scheduled time of the second call, 12:30. With 77.69% of existing or represented shareholdersCouncil, affirmation of thirteen controversial points. In addition to the transfer to the Netherlands, the company’s annual accounts, the management of the Board of Directors, the appointment of directors and auditors, capital increases and reductions, long-term remuneration system for executive members and the Climate Strategy Report were approved. 2022.
When questioned by the Board, two associations and two other minority shareholders took the floor to praise the Board’s decision. The secretary of the World Federation of Investors criticized the Government very much in his speech: “Ferrovial’s operating-only agreement 39. […] I find the attacks carried out by the Spanish authorities excessive, inappropriate and on the verge of legality.“.
What will happen next?
Shareholders who do not agree with the decision may request that Ferrovial buy back their shares. The company agreed to pay 26 euros per title with a maximum budget of 500 million euros. This is equivalent to 2.57% of the capital. If more than one percent of the shareholders demand the repurchase of their shares, it will endanger the transfer.. According to the merger chronograph published by Ferrovial, between May 14-20, the “period to exercise creditor opposition and right to secession” will expire.
From there, in the second semester, Ferrovial will put the merger into effect by deregistering it in the Madrid Commercial Registry. The shares of Ferrovial International Sociedad Europea will subsequently be traded on Euronext Amsterdam and on the Spanish Stock Exchanges, excluding those of Ferrovial SA. finally, they hope to ring the bell on Wall Street before the end of the year.
Government’s Reactions After the Meeting
After the Shareholders’ Meeting, The government did not change its message. They state that they “respect the decision taken by the shareholders at the Ferrovial General Assembly” from the Ministry of Economy, but They do not believe the decision was motivated by its IPO on Wall Street.: “As clearly indicated by the analysis of the stockbroker (CNMV) and Bolsas y Mercados EspañoleYes (BME), companies traded in Spain can be listed on the North American stock exchange if they so desire, as there are no legal, regulatory or operational barriers preventing this.” Luis Escrivá and Presidential Minister Félix Bolaños.