An absolute majority of Ferrovial shareholders who voted at the company’s shareholders’ meeting backed the company’s plan to move its headquarters to the Netherlands, voting in favour of the proposal.
With a quorum of 77.6%, the meeting has given the ‘green light’ to the operation by which the Spanish parent company will merge with its Dutch subsidiary, the result of which will create a new firm based in that country and which will mean that the multinational will cease to be Spanish.
In any case, the door is still open for a part of the percentage that has voted against, still to be known, to exercise its right of separation, that is, to sell its shares to the company because of its opposition to the transfer.
If only 2.56% of shareholders exercise this right within one month of Thursday, the transaction will not go ahead, as the consideration to be paid by Ferrovial will exceed the limit of 500 million euros set in the terms of the transaction.
If no one exercises this right, or at least does not reach this percentage, this will close a period of more than a month and a half of tension between the Spanish government and the company, after the former expressed its disagreement with the operation and the latter defended its right to undertake a cross-border merger, in this case with a European country.
The only open question now will be the fiscal cost of this operation, i.e. the taxes to be paid for the transfer. The government has already warned the company that if the tax office does not find economic (but fiscal) reasons for the operation, it will be exempt from the tax advantages that apply in these cases.
On the contrary, the company’s chairman, Rafael del Pino, defended in his speech at the meeting that the operation will be eligible for the tax neutrality regime, as it has economic and not fiscal motives.
93.3% of Ferrovial’s shareholders voted in favour of the transaction
93.3% of Ferrovial shareholders who voted at the company’s shareholders’ meeting voted in favour of the proposal to move its headquarters to the Netherlands, according to the minutes of the meeting.
All the shareholders who took part in the meeting were in favour of the operation, even criticising the fact that the government has expressed its opposition to the transfer.
Ferrovial’s main shareholder is its chairman, Rafael del Pino, who controls 20.4% of the capital, followed by his sister María del Pino (8.2%); the British fund TCI (6.4%), founded by Christopher Hohn, a British billionaire who is ranked 273rd on the Forbes list of the world’s largest fortunes; his other brother Leopoldo del Pino (4.1%) and the funds BlackRock (3.18%) and Lazard (3%).
