Ferrovial wants to have completed the transfer of its headquarters from Spain to the Netherlands in less than four months with the aim of listing in June in Amsterdam, indicate company sources. Investors have been given the idea that the operation will be completed before the third quarter of the year, but the company sees itself in a position to do so earlier.
One reason is that the path is free of regulatory clearance processes. The company considers that the approval of any body in Spain, the Netherlands or the European Union is not necessary, so that it will be able to take the steps provided with the sole requirement of informing the CNMV.
Its intention is to carry out a quick operation with two processes in parallel, one around the Spanish parent company, Ferrovial, and another referring to the Dutch subsidiary, FISE, which is the one that will absorb the first in a reverse merger operation that will make it group header.
Ferrovial has already started the first procedure, which is the notification of the merger project in the Mercantile Registry, which should be published in the official gazette within a period of about five days. This step goes beyond the communication made to date to the CNMV, before which it has deposited the 92 pages of the reverse merger project.
Subsequently, it will convene the general shareholders' meeting, which must be held within a maximum period of 35 days from its announcement. The board of directors needs the support of more than 50% of the capital for the proposal to prosper in the assembly and the forecast is that it will overcome it without problems with the support of the Del Pino family and international funds.
Between one and seven days after the meeting, a one-month period will be activated for dissatisfied shareholders to exercise their right of separation. If an investor does not want to participate in the exchange of his shares for those of the future Dutch parent company, Ferrovial will buy the titles at 26 euros each. There is a risk here for the company's plans, since if it ends up paying more than 500 million euros, the equivalent of 2.6% of the capital, it will renounce the reverse merger and, with it, the change of headquarters.
At this time, all that remains is to notarize the new agreements and cancel the registry entry in the commercial offices. Ferrovial will be automatically absorbed by FISE, which will have its primary listing market in Amsterdam. The company will disappear from the Ibex to be immediately replaced by the Dutch company, listed in Spain.
Meanwhile, in the Netherlands a similar calendar will be activated in which the holding of the Ferrovial shareholders' meeting coincides with that of FISE, which is not without a purely testimonial value, since the Dutch company only has a shareholder, which is the Spanish company.
There is, however, a previous step, which is the exercise of opposition by the Dutch creditors to the reverse merger project. Ferrovial does not believe that it poses any problem.
To complete the process, Ferrovial is waiting for the Amsterdam market operator, Euronext, which is the same one that manages the Paris, Brussels, Lisbon, Dublin or Milan stock exchanges, to give it guarantees that the FISE shares will to be admitted to trading both in the Netherlands and in Spain.
The last step is precisely the one that Ferrovial considers most strategic, which is listing in the United States, where it has most of its business. There it will gain notoriety and, according to what it says, it could embark new shareholders.
