Rafael del Pino kicks off the 2023 Shareholder Meeting. railway He is well aware of the media turmoil caused by the Board’s decision to relocate company headquarters to the Netherlands, joking with the plethora of media. The board needed to implement a dozen points, but it was the top 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)”. It was accepted with a majority of 93.3% of the votes.
The decision, which was overwhelmingly approved this Thursday, came from the Board of Directors on February 28, coinciding 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 relocating headquarters to the Netherlands, which would later facilitate a start on the Wall Street stock market and thus better financing channels in the US market, and capitalize on the investor appetite that could be aroused there. In fact, sources close to the company added that there are many pension funds and universities interested in buying Ferrovial shares, but they cannot do so because it is a European company that is prohibited by investment statute.
When the transfer decision was made public, the Government took a storm against corporate executives headed by Economy Minister Nadia Calviño. It was also questioned by the National Securities Market Commission (CNMV) and Spanish Stock Markets and Markets (BME). There was allegedly no problem listing it directly from Spain in the United States. The executive also points out that this is a move that seeks financial improvement for both Ferrovial and its president. Del Pino himself categorically denied this before the Board: “As it is tax neutral, the operation is not carried out for tax reasons. The taxes we will pay in Spain will be the same taxes we pay today.”. The truth is, the pressure from the Manager served to pit many of Ferrovial’s shareholders against him. “I find the attacks carried out by the Spanish authorities to be excessive, inappropriate and on the verge of legality,” said the secretary of the World Federation of Investors. At the close of the day, the company’s share price rose 0.92% in the stock market.
A simple meeting for Rafael del Pino
In this context, one of the most anticipated and media-produced shareholder meetings of recent times took place. 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.
CEO Ignacio Madridejos’ speech found some clues about the future expansion of Ferrovial: He assured that they will continue to invest in the United States, Canada, Spain and the United Kingdom; despite Lists India and Poland as priority expansion areas. In fact, during the said period, two associations and two other minority shareholders took the floor to praise the decision of the Board of Directors. In response, the Secretary of the World Federation of Investors, in his speech, criticized the Government very much: “Ferrovial only agreed to the 39th Treaty on the functioning of the European Union. […] 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.
After the meeting, “a large majority of 93.3% at the Ferrovial Shareholders’ Meeting” voted in favor, 5.8% did it against, including the president’s brother, Leopoldo del Pino. Since Leopoldo owns 4.15% of the capital, 1.65% of the minority shareholders would also oppose the decision. Unless the president’s brother finally demands the buyback, the takeover will continue even if all dissatisfied minority groups demand the buyback.
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.