Ferrovial completes the merger with its Dutch subsidiary and will be listed in the Netherlands from Friday

2023-06-12 18:16:02

It’s official. The CNMV has announced it. railway has completed its takeover process with its Dutch subsidiary, known as Ferrovial Internacional SE (FISE), which will be renamed Ferrovial SE. Thus the transfer is closed from the company’s headquarters in Madrid to Amsterdam, and the Dutch company acquires all its assets and liabilities. The operation will become effective on Friday at 00:00, at which time the new parent company will cease to be Spanish and will become Dutch. And it will start trading that same Friday on the Amsterdam Stock Exchange.

Everything continues as planned. The company has complied with all the conditions precedent to which the operation was conditioned, in addition to the approval by the Euronext Listing Board of the application for admission to trading and listing of the shares on Euronext Amsterdam. Once the company receives the certification prior to the merger issued by the Mercantile Registry of Madrid, it is foreseen the Dutch merger deed is granted on June 15, 2023.

The company, which has been raising a stir since it announced its willingness to move to the Netherlands on February 28, plans to start trading in the second half of 2023 in the United States market. His decision generated a political storm: the Government reproached him for wanting to leave the country, as it was one of the largest Spanish companies and with great international projection. However, the company ignored him and its shareholders’ meeting approved the final transfer. In May the term for Ferrovial’s creditors and shareholders to exercise their respective rights, opposition and separation ended.

At the time of effectiveness of the merger, the Ferrovial shares will be canceled and each shareholder will be awarded a new share. In total, 724,563,453 shares will be awarded with a nominal value of 0.01 euros each, which represents a joint nominal value of 7,245,634.53 euros.

FISE and Ferrovial have appointed ING Bank as agent for the admission to trading and listing of the shares on Euronext Amsterdam and sales agent in connection with the sale process on the market; Banco Santander as exchange agent for positions in Ferrovial shares for positions in shares and agent for admission to trading and listing of the shares on the Spanish Stock Markets for trading on the SIBE (Continuous Market), and Computershare Inc as transfer agent in EU.

The shareholders of the Spanish company will be able to trade their shares in Amsterdam and Spain from June 16, so the company defends that none will lose liquidity as a result of a possible interruption in trading. In addition, the reference price of the shares will be the price set at the close of the market of the previous day. The shares are expected to be included in the Ibex 35 and Ibex 35 Construction indices as of June 16.

The company insures 82% of the income is generated outside spainthat 90% of its stock market value comes from abroad and that 93% of the company’s institutional investors are international. Its main objective is to list in the United States, a country that in 2022 concentrated 32.3% of the 7,551 million that it billed worldwide and in which it expects to list before the end of the year. In that country it has some 4,180 employees, compared to 5,413 in Spain.

However, Ferrovial has already clarified that the transfer of the headquarters would not have direct consequences on employment in any of the participating companies and has not completed any type of adjustment. FISE, for its part, will approve and it will apply a new dividend policy and it is expected to replicate the scrip dividends that currently exist at Ferrovial.

The company was in the news again last Friday for the sale of 89.2% of the Azores highway, located on these Portuguese islands, an operation that allows it to reveal capital gains of 47 million euros. It was agreed with the Horizon and RiverRock infrastructure management funds. The transfer will allow it to deconsolidate all of the project’s gross debt with third parties, which amounts to 284 million euros.