Offensive by relevant members of the Government to try to change the direction of the vote of the Ferrovial shareholders’ meeting 24 hours after its start. Both the Minister of Finance, María Jesús Montero, and the Minister of the Presidency, Félix Bolaños, stated this Wednesday that Ferrovial’s leadership must “tell the truth” and “not mislead” about the lack of economic motivation, in their opinion, to move the headquarters to the Netherlands.
The pressure rises as it is the Minister of Finance herself who has veiledly threatened with a negative verdict from the Tax Agency on the operation on the eve of the meeting. “The legislation is clear. When there are no economic reasons, there are certain tax elements that the company cannot apply,” Montero said in Seville, according to the official recording. He alludes to the fact that Ferrovial could not take advantage of the tax advantages that Spain recognizes within the merger regime of the European Union. This has been expressed after she herself recalled that, in the opinion of the Government, there is no such economic motivation in the operation, because Ferrovial “has no legal impediment” to list in the United States while maintaining its headquarters in Spain”. “Studied in detail, there is no no reason of the economic type that he uses to move and that has to be known by the shareholders’ meeting so that, if he has another reason, that it be the one that prevails and not questions that can lead to deception”.
Montero has taken care after stressing that his words do not prejudge the final verdict of the Tax Agency which, although it is attached to the Ministry of Finance, is theoretically an independent body. But the mere fact that she agitates and predicts the agency’s performance is perceived as a threat to investors that the merger could lead to a setback for the company that market sources estimate to be in excess of 150 million euros. It is striking that Montero simultaneously reproaches Ferrovial for preferring the legal certainty of the Netherlands by making this political use of the Tax Agency.
The threats have not made a dent in the price and late in the trading session Ferrovial’s shares rose more than 1%. In any case, an eventual decision by the Tax Agency would take more than a year to arrive pending the next liquidation of the Corporate Tax. Bolaños, for his part, demands that the president of Ferrovial, Rafael del Pino, admit that the shareholders have “an informed opinion” at this Thursday’s meeting. “Ferrovial’s shareholders have every right to locate their company’s headquarters wherever they want, but they also have every right to know the truth,” he said in Madrid. And, in his opinion, the truth is that there are no economic reasons for the transfer due to the aforementioned legal possibility of listing in the US from Spain.
The Government’s offensive comes after the letter of response to the Government from the CEO of Ferrovial, Ignacio Madridejos, who disgraced the Secretary of State for the Economy, Gonzalo García Andrés, who used the Tax Agency against him when, in his opinion, There are several economic reasons that justify the change of venue. The Government’s reply has been that the use is already made directly by the Minister of Finance herself.
Madridejos also denies that it is currently possible to list in the US from Madrid as it is a scenario “in the best of cases” without a certain calendar “and of hypothetical implementation”. This newspaper has published the complete letter from García Andrés and there is a contradiction when he himself admits that, if attempted, it is necessary to “explore the path” to materialize the dual contribution. Madridejos asked for “respect” from the shareholders.
Meanwhile Rafael del Pino and his team are gaining supporters for the transfer, because the Norwegian sovereign wealth fund Norges has made it official that it will finally vote in favor of the change. He is a minority shareholder, but added to the Del Pino family and funds such as the Anglo-Saxon TCI, he practically ensures a majority at the meeting on Thursday if the traditional quorums of presence are maintained.
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