Yesterday, Ferrovial's shareholders' meeting gave almost definitive support to the plan to move its headquarters from Spain to the Netherlands, strongly criticized by the central government. The management found not only an overwhelming support of the shareholders for the proposal, but also harmony in all the interventions of the individuals and a standing ovation at the end of the meeting. The closest thing to a criticism was a shareholder's request for simultaneous translation at future meetings outside Spain and a toll-free helpline in Spanish.
The meeting, in the ONCE auditorium, in Madrid's Paseo de la Havana, had raised enormous expectations. The quorum, between in-person, delegated and online voting, far exceeded the usual for a company with a very atomized capital, after exceeding 77% of the shares. It was necessary to accommodate nearly 500 shareholders in the auditorium and also the hundred accredited journalists.
Attention was focused on a single item on the agenda, the tenth, which referred to the operation for the change of headquarters. It was approved by 93.3% of the capital, almost "in Bulgarian", as was commented yesterday from the company environment. The votes against were 5.79%, and the abstentions, 0.9%.
Not only did the president and his sister, María del Pino, with more than 28% of the capital between them, vote in favor, but also major international investors, including activist Chris Hohn and the sovereign wealth fund norwegian Leopoldo del Pino, brother of the president and owner of 4%, voted against the transfer, although he intends to keep the shares.
The president of the company, Rafael del Pino, defended the project and came out in the face of criticism in recent weeks. The change of headquarters is part of the "natural development" of the group and is not done "for fiscal reasons", he stated, during his first public intervention after Ferrovial announced the plan at the end of February.
The merger "aims to improve the ability to compete and encourage international growth", which is "the big bet to continue creating value", he added. The company obtains 82% of its income outside of Spain and believes that from the Netherlands it will have more access to international capital.
Del Pino addressed a few messages to the Central Government. The board, he affirmed, is the one who has the "sovereignty" to make decisions, while the company has the "right to free establishment in the EU". He also stated that "Ferrovial is not leaving Spain". "It has always been present in our country and we will not give it up."
He also dropped the details of his meeting with the Spanish Government. "The fact of not pursuing any tax advantage allows the operation to be accommodated in the neutrality regime in mergers", he assured, referring to the threat of penalizing the company with taxes.
On the possibility of listing in New York from Spain, he insisted that doing so through the Netherlands is the most effective formula. "It's a proven way to get listed in the United States in a short period of time. It is not easy to do it from Spain, because the process and the execution period are uncertain", he stated.
Ferrovial understands that the move will give it visibility, because the Netherlands is "an important nerve center" and because of the possibility of disembarking from there on the United States' quotation.
Of the 856 million euros invested last year by the company, indicated Del Pino, more than 60% went to this country, where, in addition, "the main projects" are being developed. He mentioned the construction of Terminal 1 at New York's JFK airport, in which more than $1 billion will be invested.
To yesterday's support from shareholders was added a rise in the stock market of 0.9%, up to 27.39 euros. The price of the shares is important because it removes the possibility that shareholders dissatisfied with the merger will exercise their right of separation and demand the purchase of the titles by Ferrovial. The exit price is 26 euros per share, so it would not be very advantageous to resort to it now.
The company has said that, if more than 2.56% of the capital opts for this option and it is forced to pay out more than 500 million euros, it will renounce the change of headquarters. From now on, a period of one month opens to exercise this right.
Yesterday Ferrovial offered the calendar with the following steps. During the second semester, the process will be completed, so that next year the company will already be operating from the new headquarters. Between July and December, the merger will close and listing will begin, both in the Netherlands and in the United States and Spain.
The company continues to take steps and yesterday published in the Mercantile Registry the name of the new Spanish subsidiary, which will depend on the Dutch parent company. It will be called Ferrovial International SE Sucursal a España and will be directed by Ignacio del Pino, who is the second son of the president and current financial director. At 34 years old, he has become one of the best-positioned managers for the next generation. 80% of the business already depends on the Dutch company.
