Ferrovial's board of directors has convened its general shareholders' meeting for April 13 to vote on the proposed reverse merger with the Dutch subsidiary and the consequent transfer of the company's headquarters to the Netherlands.
The meeting will be held in the Paseo de la Habana in Madrid, in the Once Auditorium, and in the case of the tenth item on the agenda, which is the move to the Netherlands, the approval of more than half of the capital for the proposal to prosper.
The forecast is that this percentage will be reached without problems. The founding family accounts for about 30% of the capital through the companies of its president, Rafael del Pino, and his brothers María and Leopolgo. There are Anglo-Saxon firms such as Lazard, Blackrock, TCI or Vanguard with significant stakes, while among the top hundred shareholders there are barely six Spanish banks that together do not reach 1% of the capital.
What will be submitted for the approval of the shareholders is an "intra-Community cross-border merger between Ferrovial, as the absorbed company, and Ferrovial International SE (FISE), as the absorbing company", which includes the acceptance of the project presented by the company before the CNMV .
Ferrovial's intention is to balance the balance sheets of both companies to exchange a share of the Spanish company for another of FISE, at which time the first will be delisted and the shares of the second will begin to be traded in the Netherlands and Spain. as well as in the United States at a later time.
The meeting will also serve to activate the schedule for the merger, which the company wants to complete before June, with its listing in Amsterdam. In the week of April 13, the one-month period will begin for shareholders who do not accept the operation and wish to exercise their right of separation to sell their shares to Ferrovial.
The company will pay them 26 euros for each title and will dedicate all the shares it buys in this way to treasury stock. His intention is to redeem them later, which will increase the unit weight of the rest of the shares and can be considered a way of remunerating shareholders.
Among the conditions precedent to the reverse merger is that Ferrovial has to pay more than 500 million in compensation to shareholders who exercise the right of separation. It is equivalent to about 2.6% of the capital.
The company has also announced that as part of the process it will redeem a hybrid bond for 500 million euros. It will do so in cash, with the intention of re-issuing debt for this amount when it is already listed in the Netherlands, where it expects to enjoy better financing conditions.
Ferrovial will not have to pay taxes on the merger, to which the capital gains taxes typical of any acquisition do not apply. As explained in the call for the meeting, it will benefit from the fiscal neutrality regime, a figure included in the law.
Ferrovial's shares, as listed on the meeting's agenda, will be admitted to trading on Euronext Amsterdam and, simultaneously, on the Madrid, Barcelona, Bilbao and Valencia stock exchanges. To connect with the United States, the shares will be assigned to the primary market of Euroclear Nederland.
The board of directors will also reward itself, if the shareholders vote in favor of it, with a share delivery plan of up to 175,000 shares per year during the three-year period between 2023 and 2025. The shares are currently trading at 26.82 euros , so that the distribution, conditional on meeting milestones, will amount to about 4.7 million euros per year.
Ignacio Madridejos, current CEO of the company, and four other members, including the coordinator of the independents, Juan Hoyos, and Gonzalo Urquijo, will also be re-elected at the meeting.
