The appointment is at Paseo de La Habana, 208, at 12.30 on Thursday morning. They are the place, the day and the time when the shareholders of Ferrovial are called to hold the most tense meeting that the managers face. The proposal to merge Ferrovial with Ferrovial International SE (FISE) and locate the company's headquarters in Amsterdam, the Netherlands, to boost the construction company's international business, will be celebrated in a climate of maximum tension.
To the pressure from the Spanish Government, which increased on Monday with the sending of an already famous letter, has been added the position against the Norwegian sovereign fund managed by Norges Bank, owner of 1.5% of the capital of Ferrovial . The positions in favor of the change continue to win, but the tension generated by the proposal has increased a few degrees.
When Ferrovial announced its intention to move its headquarters, that last day of February the news fell like a bomb on the Government. First were statements against Vice President Nadia Calviño and the Prime Minister, Pedro Sánchez. They were followed by studies by the CNMV and the BME on whether or not the justification for the decision was made in accordance with Spanish legislation. Daring efforts to truncate the decision of the company chaired by Rafael del Pino that until yesterday had not yielded results.
"The economic reasons behind Ferrovial's decision are abundant and well-known," said Francisco Polo, Ferrovial's communications director, yesterday in response to the direct letter sent on Monday by the Secretary of State for Economy, Gonzalo García , to the CEO, Ignacio Madridejos, in which he questioned whether Ferrovial could justify an economic and non-fiscal cause as the basis of the reason for his transfer. "The three main voting advisors (proxy advisors, in financial jargon) ISS, Glass Lewis or Corporance, have done a thorough analysis and agree to recommend the vote in favor of the proposal because they understand that there are some economic reasons left over", he assured Polo in an interview with Onda Cero. Shortly after came another veiled public warning. The Director General of the Tax Agency, Soledad Fernández, explained to journalists that transnational mergers, such as the one presented by Ferrovial, entail tax benefits, which is why the Tax Agency analyzes them ex officio. "This is an FEAC operation, a demerger operation, change or change of address, and like many others that are carried out in Spain, the Tax Agency's inspection checks, when appropriate, these mergers to see whether or not there is a valid economic reason that is the basis of the operation", explained Fernández. If there is a valid economic reason "there will be no problem", he assured. But if there was no valid economic reason and it was exclusively a decision based on fiscal reasons, the company would be obliged to regularize its situation and pay taxes on the capital gains generated, which "would be a high amount", he assured without wanting to specify the amount, as a check has not even been made. In other words, Ferrovial must know that the Spanish tax authorities will look closely at its operation because, as the minister spokeswoman, Isabel Rodríguez, warned yesterday after the Council of Ministers, "the Government likes Spanish companies to have their sit here".
In the business field, the setback has come from Norges Bank, which has 1.5% of the capital and will vote against because Dutch legislation is more restrictive than Spanish legislation with minority shareholders.
The decision to transfer has the support of the president of the company Rafael del Pino and his sister María, who add up to more than 28% of the capital. Voting advisors ISS, Glass Lewis or Corporance recommend voting in favor of the proposal and retail associations such as the World Federation of Investors (WFI), the European Better Finance and the Spanish AEMEC have also joined. Enough to get 51% of the support needed.
The problem could arise a month from now, if those who vote against it tomorrow decide to exercise their right of separation, that is, sell their shares. If that sale decision is taken by more than 2.6% of the capital and Ferrovial has to pay more than 500 million euros for the purchase, the operation would be suspended.
