Rafael del Pino defends before shareholders that “Ferrovial is not leaving Spain”: “We will keep employment, investments and tax contributions”

intense. historical. And decisively. Those are the three adjectives that best define the shareholders’ meeting that Railway held this Thursday in which 76% of the capital participated. However, despite the fact that the meeting seemed crucial, the truth is that the soap opera still has a long way to go Railway.

The person in charge of taking the floor at the beginning of the session is the president of the company, Rafael del Pino, who after reviewing some of Ferrovial’s most important figures During 2022, he wanted to highlight the reasons behind the company’s decision: “We are not leaving for tax reasons,” summarized Del Pino. “The taxes that Ferrovial will pay after the operation will be very similar to those who pay before implementing it,” said the president in a clear message to the Government, which hinted these weeks that Ferrovial’s decision had more to do with fiscal than purely economic reasons. “Ferrovial will continue to make a fiscal contribution in Spain as it has done since its foundation.

In addition, Del Pino also wanted to emphasize this the construction company is “not leaving Spain”. “We will keep employment, investments, tax contributions and listing on the Spanish stock exchanges. Spain has always been our country and we have not given it up,” he said.

Del Pino thus tried to pave the way for a vote that remains a mystery. We’ll have to wait for the shareholder vote to find out what ultimately happens.

It has been a winding road to this moment. The past months have been filled with ups and downs and pressure from the Government. The latest twist in the conspiracy involved Norges Bank, Norway’s sovereign wealth fund, announcing days before the meeting that it would vote against the company’s relocation to the Netherlands. But things have changed. With the calendar practically up — with less than 24 hours before the company’s title holders sit down this Thursday to decide the future of the company — Norges Bank has decided to correct its position and announced that it will finally give Rafael del Pino, the chairman of the construction company, your approval and consent to carry out a change of seat.

Different versions of what could be behind this turnaround by the Nordics have been circulating in the market. Some have pointed out that new analyzes related to the merger will arrive at the offices of Norges Bank in the last few hours. Others were pointing directly to talks with the president of Ferrovial, Rafael del Pino. The fund previously justified its refusal by stating that this type of business “should maximize the return of shareholders” and ensure that “everyone is treated equally”. Indeed, after announcing that they were inclined to support the change, they did not give reasons for their position.

Who until this Thursday seemed unmoved in his decision to vote against, was Leopoldo del Pino, brother of the president of Ferrovial and owner of 4.1% of the capital. But their negative vote today (even if they join their other shareholders) does not mean an automatic shutdown. For the transfer to be effective, the shareholders must use the right of separation, the possibility to sell their shares to the company if they do not agree with the change of headquarters.

And it is precisely this extreme that can prolong this entire process in the calendar. First, the company set the upper limit that it will be willing to pay to those shareholders who oppose it at 500 million euros. This would be equivalent to 2.53% of equity. If more than this percentage of investors exercise that right of separation, the transfer could end up in a quagmire. But this Wednesday, sources emerged who assured that the construction company has an ace up its sleeve: the possibility of changing that limit of 500 million if necessary. Looking at the fine print of the agenda or annexes, at no point does it appear that this boundary is immovable.

All this may end up extending the calendar. Because in order to exercise this right of separation, the shareholders must first vote negatively at the assembly and present the necessary documentation within one month. Given these circumstances, it is possible that the soap opera Railway extends to the month of May.