The decision of railway of relocate its registered office to the Netherlands It has had massive backing from its shareholders. The proposal has been endorsed by 93.3% of board votes, as reported by the company. Of the remaining 6.7%, a 5.79% have opposed.
This rejection, although minimal, could nonetheless put the operation at risk. The merger designed by the company includes the so-called “right of separation” by which those shareholders who are against can sell their shares to the company at a price of 26.0075 euros if they so request up to one month after it is published in the Official Gazette of the Mercantile Registry – a circumstance that should take place today – the merger approval agreement. Ferrovial has set a maximum of 500 million euros -equivalent to 2.56% of its capital- the limit amount that it is willing to pay for this right. If it is exceeded, he will forfeit the transfer of venue due to the impact it would have on his accounts and his rating. The operation could also decline if the company does not have reasonable certainty that the shares will be able to be listed on the Spanish and Dutch stock markets.
The key may lie in what the brother of the president of the company. Leopoldo del Pino, fourth shareholder of the group with 4.15%, would have voted against, although it would not be inclined to exercise its right of separation, which would amount to almost 800 million and would knock down the transfer. With this, the rest of the capital that has voted against (1.64%) would not be enough to truncate the operation.