The Norwegian sovereign wealth fund, through Norges Bank Investment Management (NBIM), has decided to change its voting intention and will support the reverse merger project that involves transferring the company from Spain to Netherlands.
It is NBIM’s policy to inform of its intention to vote in the meetings in which it participates five days in advance. Yesterday he published an unfavorable opinion on item 10 on the agenda of the Ferrovial meeting, which is the change of venue, but today he has modified it in the opposite direction.
It will also support the rest of the proposals, both those referring to the renewal of directors and to the remuneration policies or the share amortization plans or the renewal of EY as auditor and of Ignacio Madridejos as CEO.
By initially rejecting the change of headquarters, the Norwegian firm, which has 1.49% of Ferrovial’s capital, alluded to aspects related to the difficulty in making a “fully informed” decision in the face of a merger that should “maximize shareholder returns”.
Voting advisors, known as proxy advisors, have supported the operation, but have warned that it will not be entirely beneficial for smaller shareholders, since Dutch legislation hinders their participation in meetings higher than the Spanish one.
The Norwegian fund has a policy of reporting the reasons why it votes against a proposal in a meeting, but not when it does so, so today it has not provided details of its change of decision.
Ferrovial’s shareholders’ meeting will be held tomorrow in Madrid and it is very likely that it will approve the change of venue. The proposal has the support of most of the significant shareholders, including that of the president, Rafael del Pino and his sister MarÃa de él, who have 28% of the capital.
Added to the support of the voting advisors is that of the activist investor Chris Hohn, who has a little less than 1%, and the one that with a high probability will be offered by American firms such as Lazard, Blackrock or Vanguard.
The Government opposes the change and will try to show that it is not well justified, which can serve as an argument to nullify the reasons for enjoying fiscal neutrality in this type of operation and avoid its impact on Corporate Tax.
The only blocking option would consist of the right of separation that shareholders enjoy, for which they will receive 26 euros per share in the event that they do not agree with the merger exchange. If the requests add up to 500 million euros, which is equivalent to about 2.6% of the capital, Ferrovial will give up the operation.
