Headquarters transfer | The period begins for critical shareholders to leave Ferrovial

2023-04-18 11:02:57

Shareholders who have voted against the transfer of the registered office of railway from Spain to Netherlands they can get out of their capital within a month, once the merger agreement agreed on the 13th by the shareholders meeting has been published today in the Official Gazette of the Mercantile Registry (BORME).

This agreement, which contemplates a cross-border merger by which Ferrovial will be absorbed by its Dutch subsidiary FISEhas also been approved by its general meeting, as explained by the group chaired by Rafael del Pino to the National Securities Market Commission (CNMV).

One of the key conditions to carry out this operation is that separation rights that the shareholders who have voted against this transfer wish to exercise does not exceed 500 million euros.

As expected, Leopoldo del Pino, what is he fourth shareholder of the group with 4.15%voted against this item, although it is not expected that he will exercise his right of separation, which if he did so for all his participation would be around 800 million euros.

The move to the Netherlands was supported by 93.3% of the board’s votes and, except for the refusal of Leopoldo del Pino, only 0.29% of the votes rejected this change of registered office.

Currently, taking advantage of this option is not profitable, since Ferrovial has agreed to pay shareholders who want to exit capital 26.0075 euros per share, while the group’s titles are trading at around 27.6 euros, revaluing 13% since the beginning of the year.

Banco Santander as agent entity

Ferrovial has designated the Santander Bank as agent entity for the management of the separation procedure, which can be exercised with all or part of the shares owned by the shareholders. The merger will be effective at 00:00 on the day following the date on which the deed of merger is executed in the Netherlands.

In addition to the critical shareholders, legitimate Ferrovial creditors have a period of one month to exercise their right to oppose the operation. No FISE creditor has exercised their right of opposition.

If everything follows its course, Ferrovial will be absorbed by its Dutch subsidiary Plugswhat will acquire all assets and liabilities. Thus, Ferrovial will be extinguished by its dissolution and everything will come under the umbrella of FISE with accounting effects from January 1.

Shareholders will exchange one FISE share for each of their Ferrovial shares and the name of FISE will become Ferrovial SE.

Once the merger is effective, around the second semester, FISE will request the admission to trading of the shares on the Amsterdam Stock Exchange and in the Spanish stock markets. Later, it will do the same in the North American market.