Who are the major shareholders?
The document notes that 2.57 percent of the company’s stock market value would be affected by a potential move. When Ferrovial closed at 26.73 euros per share on Thursday, the plan included a promise to pay 26.7 euros per deed to shareholders who choose to vote against the takeover. In practical terms, any investor who rejects the resolution and agrees to the promised payment would forfeit some gains they could have earned from selling on the open market.
Furthermore, the merger is contingent on the boards of Ferrovial and Ferrovial Internacional FISE achieving reasonable certainty that Ferrovial Internacional de Servicios y Participaciones will be eligible for trading on Euronext Amsterdam and in Spanish markets. Final approval or rejection of the merger remains with Ferrovial’s General Shareholders Board, which has not set a date and will convene when the moment arrives.
Who are the major shareholders continued
The question then becomes how 2.57 percent of the capital could block the absorption and derail the operation. Public disclosures show a holding above 60 percent, with the leading shareholders forming a family group led by the president Rafael del Pino who holds about 20.4 percent. His siblings, Maria at 8.2 percent, Leopoldo at 4.15 percent, and Joaquin at 2.54 percent, together own roughly one third of the company about 35.29 percent according to the records of the National Securities Market Commission.
A long list of other participants includes the Child Mutual Fund Management with 6.41 percent and founder Chris Hohn holding 6.01 percent. Representatives of this fund have stated that Ferrovial’s plan is a strong move and that they fully support it. They also emphasized that the decision is not driven by tax motives but by the aim of listing in the United States. The world’s largest fund manager BlackRock holds 3.17 percent and Lazard Asset Management 3.08 percent to complete the top holders.
Less than 3 percent falls to Norges Bank at 2.96 percent, followed by Capital Group Companies at 2.93 percent, Southeast Asset Management at 2.9 percent, the New Jersey pension fund at 2.74 percent, UBS at 2.4 percent, Banco Santander at 1.44 percent, and Loyalty at 0.99 percent. The stance of one or more of these investors could significantly alter the Del Pino family’s plan.
What do the rating agencies think of the decision?
The latest assessment from Standard & Poor’s, a leading rating firm, was obtained by ACTIVOS, the economic supplement of Prensa Ibérica, and EL PERIÓDICO DE ESPAÑA. Several warnings accompany this topic. S P notes that some repurchased shares could be used to compensate shareholders through a distribution of shares, potentially limiting cash outflows through what is known as a share dividend. This approach is not new to Ferrovial, having been used in 2020 and 2021.
The rating agency also points out that while the plan to buy back up to 500 million euros worth of shares should not alter the company’s metrics, it could show a net debt position for 2023 before turning back to net cash in the following years. They caution that predictions will be updated if the quota is not fully executed. They also suggest Ferrovial could repurchase a 500 million euro hybrid bond if the transfer to the Netherlands proceeds as planned.
In evaluating these moves, investors weigh the balance between potential equity gains and the impact on financial flexibility. The interplay between major holders and the board remains at the center of the debate, with the ultimate outcome depending on how many key shareholders vote in favor or against the plan. At stake is not only the structure of ownership but also the strategic direction and potential market access that could come with the proposed listing in new jurisdictions. The discussion continues as the parties line up their positions and assess the regulatory and economic implications involved.
Attribution: Market data and opinions cited here are drawn from published reports and industry analyses. See the cited sources for detailed breakdowns and context.