Ferrovial debuted on the Amsterdam Stock Exchange this Friday after the merger with its international subsidiary, FISE, which becomes the parent company and has its registered office in the Netherlands, was effectively consummated last midnight. The company’s shares closed this Thursday at a price of 28.92 euros and open upwards this Friday morning, with a slight increase of 0.2%. At mid-morning, the trend continues to be good and, at around 11:00 a.m., their titles advance 1.8%. Since its intention to move its headquarters to the Netherlands was announced, its titles have risen by 10.1%. From now on, the shares will be traded under the symbol FER on the Madrid, Barcelona, Bilbao, Valencia Stock Exchanges and on the selective Dutch Euronext Amsterdam.
After announcing on February 28 its decision to change its fiscal headquarters and leading a tense confrontation with the Government, the company, in a press release published this Friday, has announced that it is beginning its journey in the Dutch market. In addition, it details that to advance “in its internationalization process” it will begin the process for its shares to be admitted to trading in the United States. One of the reasons that the company directed by Rafael del Pino alleged for moving its headquarters was precisely that this move was a bridge to reach the US markets, since North America is one of the regions in which it concentrates the greatest volume of business.
FISE, the international subsidiary that has absorbed Ferrovial, will change its name and its corporate and commercial name will become Ferrovial SE. The international subsidiary awarded 724.5 million new shares, with a nominal value of 0.01 euros per share. Given that the company has 2.8 million treasury shares, in the end the total number of shares admitted to trading on the Amsterdam Stock Exchange and in the Spanish markets is 727 million.
This movement became effective on April 13, when, in one of the most publicized business meetings, Ferrovial’s general meeting approved the proposed change of venue. The result of that vote was that 93.3% of the partners supported Del Pino’s proposal and no shareholder exercised the right of withdrawal contemplated by Spanish regulations and which allowed objectors to sell their shares at a fixed price of 26 euros. .
The company, which has around 24,000 employees worldwide, of which some 5,500 correspond to Spain, has made it known that from now on and in accordance with European legislation, its “Member State of origin” will be the Netherlands and its “host Member State” will be Spain. Thus, you will have to report your movements to both the National Securities Market Commission (CNMV) and the Dutch regulator Autoriteit Financiële Markten (AFM).
tax breaks
The only pending fringe, in addition to admission to Wall Street, is the possible tax bill that the merger could entail and of which the Government of Spain has already warned him. The construction company must provide the authorities with the economic arguments that have motivated her transfer if she does not want to pay a million-dollar tax bill.
If the Tax Agency considers that the company intends to establish itself in the Netherlands to obtain a tax benefit and not due to business logic, the company would not be able to benefit from the “special regime for mergers, divisions, asset contributions, exchange of securities, and change of registered office of a European company or a European cooperative society from one Member State to another of the European Union”. This means that, without this exemption in Corporate Tax, the bill for your transfer would increase substantially.
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