Shareholders of the Spanish construction giant vote in favour of moving to the Netherlands

by Lorraine Williamson
Ferrovial

Despite great pressure and even threats from the government, most shareholders voted for Ferrovial to move from Spain to the Netherlands. Yet there is still no definitive green light for the move, voters against have the last word. 

At the beginning of March, the billion-dollar company from Spain announced that it wanted to move its headquarters from Madrid to Amsterdam. This is due to the fact that the company wants to have more growth potential on the international market and wants to benefit from the financial stability that can be offered from the Netherlands. This led to great anger from the Spanish government. 

Spanish government threaten just before shareholders’ meeting 

The government thought it was downright rude of the director because the company had benefited for years from government investments in its own country and now wants to do the same through ‘a tax haven like the Netherlands’. Some ministers addressed the shareholders and threatened the company with a tax bill of millions of euros if the Spanish tax authorities determined that the reason for moving the headquarters to the Netherlands is to obtain tax benefits. 

So many shareholders voted in favour of moving from Spain to the Netherlands 

This threat came a few days before the shareholders’ meeting in which a vote was taken on the choice to move the head office to the Netherlands. But still, 93.3% of shareholders supported Ferrovial’s decision. This, together with the votes in favour of the director himself, who owns more than 20%, and his sister, who also owns more than 8% of the shares, means that there is an overwhelming majority of shareholders who support the move to the Netherlands . 

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The government’s involvement has not helped in this respect and may have even resulted in shareholders voting in favour. In this case, the Spanish parent company will officially merge with the Dutch subsidiary FISE Ferrovial. Consequently, the company would no longer be Spanish. 

Ferrovial move to the Netherlands now final? 

However, this majority support does not mean that the move will definitely go ahead. The shareholders who voted against may exercise the right of separation within one month after the vote (on 13 April). That is, they may sell their shares to the company. If 2.56% of the shareholders make use of this, the transaction will not go through. The reason for this is that Ferrovial will in that case exceed the remuneration of the set transaction limit of €500 million. 

What happens if Ferrovial does move to the Netherlands? 

If the relocation of the head office does go ahead, a move from Madrid to Amsterdam does not mean that all employees will go with it. Only a few dozen of the more than 5,200 people in Spain have recently indicated that they want to move to Amsterdam on a voluntary basis. 

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