The appointment is at Paseo de la Habana, 208, at 12:30 in the morning this Thursday. They are the place, the day and the time at which the shareholders of Ferrovial are summoned to celebrate the most tense meeting that their directors face.
The proposal to merge Ferrovial with Ferrovial International SE (FISE) and locate the company’s headquarters in Amsterdam, the Netherlands, to boost the international business of the construction company, will be held in a climate of maximum tension.
To the pressure of the Government, which has increased with the sending of an already famous letter on Monday, has been added the position against the Norwegian sovereign wealth fund managed by Norges Bank, owner of 1.5% of the capital of Ferrovial. The positions in favor of the change continue to win, but the tension generated by the proposal has increased a few degrees.
“The three main voting advisors (proxy advisor, in financial jargon) ISS, Glass Lewis or Corporance, have made an exhaustive analysis and coincide in recommending voting in favor of the proposal because they understand that there are plenty of economic reasons,” said Polo. during an interview on Onda Cero. Soon after came another veiled public warning.
The general director of the Tax Agency, Soledad Fernández, explained to journalists that transnational mergers, such as the one presented by Ferrovial, entail tax benefits, for which reason the Tax Agency analyzes them ex officio.
“This is a FEAC operation. An operation of division, exchange or change of address and like many others that are carried out in Spain, the inspection of the Tax Agency checks, when appropriate, these mergers to see if there is or is not a valid economic reason that is the fund of the operation,” explained Fernández.
If there is a valid economic reason, “there will be no problem,” he assured. But, if there was no valid economic reason and it was exclusively a decision based on tax reasons, the company would be obliged to regularize its situation and pay taxes on the generated capital gains, which “would mean a high amount”, he assured without wanting to specify the amount since not even a check has been done.
In other words, Ferrovial must know that the Spanish Treasury will look closely at its operation because, as the minister spokesperson, Isabel RodrÃguez also warned yesterday, after the Council of Ministers, “the Government likes that Spanish companies have their headquarters here.”
In the business sphere, the setback has come from Norges Bank, which has 1.5% of the capital and will vote against it because Dutch legislation is more restrictive than Spanish legislation with regard to minority shareholders.
However, supporters of the decision are in principle the predominant ones. The transfer decision has the support of the president of the company Rafael del Pino and his sister MarÃa de él, both of them have more than 28% of the capital.
Voting advisors ISS, Glass Lewis or Corporance recommend voting in favor of the proposal and retail associations such as the World Federation of Investors (WFI), the European Better Finance and the Spanish AEMEC have also joined. Enough to get 51% of the support needed.
The problem could arise within a month, if those who vote against tomorrow decide to exercise their right of separation. That is, sell their shares. If that sale decision is taken by more than 2.6% of the capital and Ferrovial has to pay more than 500 million euros for its purchase, the operation would be suspended.
