Ferrovial clears its march to the Netherlands as Leopoldo del Pino does not exercise the right of exit

Ferrovial has overcome the last of the obstacles before heading to the Netherlands.

Oliver Thansan
Oliver Thansan
22 May 2023 Monday 11:30
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Ferrovial clears its march to the Netherlands as Leopoldo del Pino does not exercise the right of exit

Ferrovial has overcome the last of the obstacles before heading to the Netherlands. The only significant shareholder of the company that had opposed the change of headquarters at the shareholders' meeting, Leopoldo del Pino, has not exercised his right to exit and will continue as already provided for in the company's capital, which avoids a setback last minute.

"Once the period for the communication by the shareholders of their desire to exercise the right of separation has ended, we are not aware that any of them have exercised it," they indicate from the company. Ferrovial does not anticipate changes, although it will not formally close the process until Wednesday because "the procedure establishes a period of four days for the custodians to finish corroborating the information." "Nor are we aware that any creditor has exercised their right of opposition," adds the company.

When proposing the reverse merger operation for the change of headquarters, Ferrovial reported that dissatisfied shareholders could exercise what is known as the right of separation. Ferrovial would buy the shares at a price of 26 euros, which was the average price of the three months prior to the announcement.

There was also an additional point: if the shareholder requests exceeded 500 million euros, Ferrovial would give up moving to the Netherlands, as the operation was too costly for it. These 500 million euros were equivalent to 2.56% of the shareholders deciding to sell the shares.

To exercise the right to leave, it was necessary to vote against the move at the meeting held in mid-April. 4.45% of the capital was opposed, but most of this percentage corresponds to the 4.15% owned by Leopoldo del Pino, who has maintained a critical attitude towards the company's plans. In other words, only this shareholder was in a position to disrupt the operation, but by selling his shares, which he had already anticipated that he had no intention of doing.

Ferrovial's current listing price is 29.5 euros, that is, 13% above the 26 euros for the separation right. This means that if a shareholder exercised the right of exit and Ferrovial bought the shares for 26 euros, he would stop making money. At the current market price, Leopoldo del Pino's stake is worth almost €900 million. Ferrovial capitalizes 21,500 million.

With Leopoldo del Pino as a shareholder in the company founded by his father, Ferrovial headed for the Netherlands. Its intention is to start trading on the Euronext in Amsterdam in the coming months to make the leap to the New York Stock Exchange before the end of the year.