Ferrovial deposited this Thursday with the National Securities Market Commission (CNMV) the corporate restructuring project to move its headquarters to the Netherlands. The proposal, condensed in a 92-page document, specifies the path that the group will follow from now on to carry out this process, including the reasons that led it to make the decision, the possibility of shareholders to oppose and the consequences that it will entail in employment
In the document forwarded to the market supervisor, Ferrovial provides a tentative and summarized calendar of the different phases that must be completed for the execution of the merger. In the roadmap drawn up by the company, it is established that 35 days after its announcement, the General Meeting will be held, where the merger between Ferrovial and its Dutch subsidiary Ferrovial International will be submitted for approval.
After registering the operation in the Official Gazette of the Mercantile Registry, the shareholders of the group will have one month to exercise the right of separation. Ferrovial conditions the merger on not having to indemnify more than 500 million to holders of shares (2.63% of the capital) who exercise this right.
However, the Ibex company explains that the calendar should not be interpreted as “an exhaustive list of each and every one of the procedures and legal actions that must be carried out in the context of the Merger”, but rather as “a summary aimed at facilitate the understanding of the merger procedure”. For this reason, as detailed by the company, times may vary in practice, within the limits of the applicable regulations.
The reasons for the transfer
In the letter, Ferrovial explains the reasons why they have led him to carry out this transfer. In this line, the group chaired by Rafael del Pino, highlights that his departure will improve financing conditions thanks to the “financial strength and stability” of the Netherlands, something that provides less volatility to its financing costs due to a premium of risk “more stable compared to other European countries”. “This lower volatility should mean that, in the future, financing costs are reduced in the company’s debt issues and, in the long run, also in improvements in the total cost of capital,” he says.
The rest of the arguments have already been put forward by the company, such as its international projection, the greater notoriety for investors from all over the world and the fact that the Netherlands serve as an “optimal platform” for listing in the United States, “one of its main markets. The shares of a Spanish company listed in Spain can only be traded in the United States through ‘American Depositary Receipts’ or other indirect formulas that are not eligible to access US stock indices,” he explains.
Voluntary transfers to the Netherlands
The jump to the Netherlands will imply that certain employees of the Spanish company move to this country, albeit voluntarily, as well as different relocations between the different subsidiaries of the group in Spain. The document reiterates that this change will not have direct consequences for employment in any of the companies participating in the merger and that the adoption of labor measures is not contemplated.
However, it could happen that certain Ferrovial employees voluntarily relocate to the Netherlands or are relocated and become employees of other subsidiaries of the Ferrovial Group in Spain. In both cases, it would be voluntary transfers or relocations, which would be carried out “respecting the consolidated rights of workers and their working conditions,” according to the company. Likewise, all employees would become employed by the new parent company, which will be in the Netherlands.
