Ferrovial has announced on Tuesday the approval of a corporate reorganization that will consist of a reverse merger between the company and Ferrovial Internacional, which will become the group's parent company, and the transfer of the registered office from Spain to the Netherlands with the aim of "aligning the corporate structure with an international profile".
In this concise manner, the construction company communicated it to the National Securities Market Commission (CNMV), stressing that the decision will not have an impact on the business, strategy, investment plans, organization or daily operations and will he expects Spain to remain the "main source of talent development". The change of registered office will imply that the taxes that the group currently pays for its residence in Madrid will be paid in the Netherlands.
In total, the group paid 378 million euros in profit and corporate taxes in Spain in 2021, the largest bill within its tax structure, which totaled 678 million euros in that year. Behind Spain were the United Kingdom, Australia, the United States and Canada and Poland.
The Ferrovial group was founded in the 50s of the last century and is present in more than a dozen countries with businesses oriented towards construction, infrastructure management such as airports or highway concessions or all kinds of services. Chaired by Rafael del Pino Calvo Sotelo, son of the founder, its workforce is over 60,000 people.
The operation is subject to approval by the shareholders, who may exercise the right of separation. The consummation of the merger is conditional on the total amount of the obligations resulting from the separation right not exceeding 500 million euros, as well as on the existence of "reasonable certainty" of the double admission to trading in the Netherlands and in Spain .
Corporate Governance will be maintained in line with the current one, except for the "necessary modifications" to adapt it to local regulations or market practices. No changes are contemplated in voting rights, in the board of directors or in the shareholder remuneration policy.
The next step will be the application for admission to trading in the United States, with the aim of "promoting awareness of the Ferrovial brand in the United States and allowing it to access a larger capital pool."
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