The applause of the shareholders gathered at the most transcendental meeting in the history of Ferrovial to the speech by the president, Rafael del Pino, has been long and significant, because minutes later he approved the tenth item on the agenda, the decisive one on taking the headquarters to the Netherlands. The Ferrovial shareholders’ meeting has already formally approved this Thursday the transfer of the headquarters to the Dutch capital and has ignored the final pressure from the Government, against the operation.
“The tenth point is approved,” Del Pino coldly proclaimed, expressing his confidence that the Government “will respect the sovereignty of the shareholders’ meeting.” During nearly half an hour of intervention prior to the vote, the president had refuted the Government’s arguments and ruled out the sanction of the Tax Agency. The official result of the vote will be known throughout this Thursday.
Although Del Pino has avoided expressly mentioning government pressure, he has been refuting the arguments put forward by different ministers for shareholders to vote against. He has been very clear when he has ensured that there is sufficient “case law” to take for granted that the Tax Agency will allow Ferrovial to take advantage of the tax advantages for the merger operation with its Dutch subsidiary within the integration regime in the European Union. “The economic reasons are valid,” he has ruled against what the Minister of Finance, María Jesús Montero, has been affirming. Montero’s pressure has spearheaded the final offensive of government pressure trying to intimidate with a tax sanction to influence the shareholder vote.
However, Del Pino, who had not spoken publicly until now, has stated that the operation “is not carried out for tax reasons” and has insisted that the reason is the improvement of Ferrovial’s competitiveness and financing, since it allows, among other consequences “the price in Spain, the Netherlands and, later, in the United States”. Faced with the calls of the Government, Del Pino has stressed that in order to be able to list in the US, “the proven way” is the Netherlands, while trying to do so from Spain “would not be easy or immediate” and, in any case, purely “hypothetical “.
The third great fortune in Spain has wanted to emphasize that, despite the fact that the bulk of Ferrovial’s income already comes from North America, the transfer does not imply leaving the country. “Ferrovial is not leaving Spain. It will maintain its activity, employment, projects, investment plan, tax contribution and listing on the Spanish stock markets. Spain has always been our country and we are not giving it up,” said Rafael del Pine tree.
However, it has claimed its right to move the headquarters to Amsterdam, despite government pressure, because “it is part of the freedom of establishment that nourishes the very essence of the European Union.”
Pending the official result, the shareholders who have publicly expressed their favor on the eve of the meeting already represented a majority of those attending the meeting. The quorum is 77% and between the brothers Rafael and María del Pino, the Anglo-Saxon fund TCI and the Norwegian sovereign Norges, among others, already exceeded half of those present.
The question would remain as to whether more than 2.5% of the shareholders who postulate against the transfer end up exercising their so-called “right of separation”, because, in theory, that could abort the transfer. They have a month to make that decision, but depending on how much the request for separation and purchase of shares was, Ferrovial could still keep the move.
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