railway is proposed relocate its registered office from Spain to the Netherlands. The company has explained today in a presentation sent to the National Securities Market Commission (CNMV) its intention to merge its parent company and Ferrovial International, a Dutch European public limited company that already owns 86% of the company’s assets.
The company has explained that the movement obeys its own dynamics of its business given that it is already an eminently international company which generates 82% of its income outside of Spain and whose growth opportunities lie abroad. Ferrovial believes that listing in the Netherlands will give it greater power to continue growing since it is “the country chosen by companies with a large presence in Europe and the United States”. In addition, he believes that it will facilitate his next objective, which is none other than listing in the North American country, “the next natural step for Ferrovial in line with its current business and its future opportunities.”
The Spanish company has explained that it will request the double admission to trading in the Netherlands, also listed in Spainto quote later also in USA.
Companies such as the automobile company Stellantis, the result of the merger between Fiat and PSA, also chose the Netherlands to locate their headquarters. Many of the EU’s partners have long viewed the lax taxation of the Dutch country to the companies. Ferrovial, however, has assured that “employment, activity and investments will remain intact in Spain and no relevant tax impact“, according to Efe.
Time
The operation, in any case, is subject to approval by the shareholders, who may exercise the right of separation. The consummation of the merger is conditional on the total amount of the obligations resulting from the separation right not exceeding 500 million euros, as well as on the existence “reasonable certainty” of double admission to trading in the Netherlands and in Spain.
Ferrovial has explained that it will maintain corporate governance in line with the current one, except for the “necessary modifications” to adapt it to Dutch regulations or market practices. It does not contemplate changes in voting rights, in the board of directors or in the shareholder remuneration policy. His intention is to consummate the operation in the second or third quarter of the year.
Results
The company made its announcement the same day that it announced that the net profit obtained by the company reached €186 million, which represents a decrease of 84.5% compared to the 1,198 million obtained in 2021 last year, having extraordinary minors.
Ferrovial’s revenues grew 9.3% last year, to 7,551 million, supported by the increase in construction (+6.3%) and toll roads (+32.6%). Gross operating profit (Ebitda) stood at 728 million, 19.3% more, with a greater contribution from highways and in particular from American highways. In the part of impairments, the construction company recorded six million losses compared to the positive 1,139 million in 2021 due to the fact that several capital gains were included in that exercise.