Ferrovial has convened the basic shareholders’ meeting for April 13, at which it will submit to a vote the agreement to transfer its headquarters to the Netherlands and undertake the merger by absorption of Ferrovial SA by Ferrovial International SE, a company that already is based in the Netherlands. Shareholders who oppose this point will have a period of one month, until May 13, to exercise their right of separation and be able to sell their shares in exchange for a consideration that the company will pay. Ferrovial announced on February 28 its intention to move its headquarters from Spain to the Netherlands and start trading on the Euronext in Amsterdam, in the first instance, and on the New York Stock Exchange (United States), later -the claim is to do it before the end of the year. Ferrovial will not increase the consideration given to shareholders by 500 million and if the rejection means exceeding the figure, the operation will be considered cancelled. Ferrovial has reserved 500 million euros to compensate those shareholders who vote against the separation and thus buy their shares. The average price of the share in the three months prior to the announcement amounted to 26 euros, which implies that the maximum that could be opposed is equivalent to 2.5% of the company’s capital. The firm anticipates that the support will be massive, since both the reference shareholders, with its president, Rafael del Pino, at the helm, as well as institutional investors, support the operation. In the event that the percentage of the shareholders that reject it implies a remarkable payment of 500 million, the group has already communicated that it will not increase this amount and that it would consider the operation cancelled. The meeting will take place on second call on April 13, if the necessary quorum is not reached to be able to be held on first call the day before, April 12. Its transfer to the Netherlands is on the tenth item on the agenda: “approval of an intra-community cross-border merger between Ferrovial (as absorbed company) and Ferrovial International SE (as absorbing company)”. Ferrovial’s forecast is to complete the change of headquarters to the Netherlands in June, which will imply the transfer of between 20 and 30 workers. Once this process is completed, the public deed prior to the execution of the merger will be granted in Spain, the in the Mercantile Registry of Madrid and the issuance of the prior certification that accredits the correct performance of the acts will be requested, procedures that will take between a few weeks and a few months. Ferrovial’s forecast is to complete the change of headquarters to the Netherlands in June, which will involve the transfer of between 20 and 30 workers, including at least half of the group’s executive committee, including the CEO, Ignacio Madridejos, and the economic-financial director, Ernesto López Mozo. Subsequently, it will begin the process to be listed in the United States, for which it will need the authorization of the SEC, the US regulator, with the aim of making the leap to Wall Street before the end of this year. In the convening of the shareholders’ meeting, Ferrovial will also vote on the approval of the annual accounts and the individual and consolidated group management report for 2022, the application of the result and the management carried out by the board of directors during the last financial year . Re-election Investors will also have to vote for re-election as directors of Madridejos, and of four other directors: Philip Bowman, Hanne Birgitte Breinbjerg Sorensen, Juan Hoyos Martínez de Irujo and Gonzalo Urquijo Fernández de Araoz. Likewise, the meeting will decide on the remuneration of shareholders and the remuneration systems for directors and senior management. comments0WhatsAppFacebookTwitterLinkedin source
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