The government warned Ferrovial that if its restructuring operation and change of headquarters in the Netherlands does not respond to a valid economic reason, it will not be able to benefit from the tax benefits of the special merger regime. It could face huge fiscal costs if the Treasury finds that the move has no business logic and is merely “tax saving”, as Moncloa said it is. The country was promoted.
An analysis by the Bolsas y Mercados Españoles (BME) and the National Securities Market Commission (CNMV) of the company’s reasons for moving its headquarters to the Netherlands – including to facilitate a listing in the United States – did not identify “non-US shares of Spanish companies listed in Spain directly An obstacle to access to trade, nor indications of its existence.” In other words, nothing is believed to prevent a company from moving its registered office in the United States to Holland. In this way, Moncloa points out, the study’s findings “call into question the supposed economic motivation” for the change of headquarters.
The restructuring will be carried out through the absorption of the Spanish parent Ferrovial SA by the subsidiary Ferrovial International SE (FISE) in the Netherlands. The Company believes that it will be able to take advantage of the corporate income tax benefits of the Merger as it operates and thereby avoid the taxation of capital gains arising in the process. But the government recalls that one of the conditions for taking advantage of the tax benefits of the special merger regime is that the operation “responds to a genuine economic reason”. That is, it has a business logic and “doesn’t just aim to save taxes”.
It will be the tax agency that will have the last word and determine whether the restructuring operation and the change of location correspond to a valid economic reason.
Letter to CEO of Ferrovial
The Secretary of State for the Economy, Gonzalo García Andres, has sent a letter to Ferrovial CEO Ignacio Madrigos, where he claims that there are no economic reasons for the construction company’s headquarters to be transferred to Holland.
In his letter, García Andres requests that the arguments against the change of venue be moved to the regular general meeting of shareholders, which will be held this Thursday, so that “the general meeting is adequately informed about the various options available in this area as well. as to its possible risks or contingencies”.
“As we expected, the BME and CNMV analyzes did not reveal any obstacles or indications of their existence in the United States to allow direct trading of shares of a Spanish company listed in Spain. This conclusion calls into question the economic motivation of the cross-border merger project announced on February 28. Admittedly, no Spanish issuer had taken a similar initiative with the CNMV or the BME, and therefore there were no precedents for this study. Likewise, at the Ministry we were not aware of any restrictions or aspects to modify Spanish regulations to facilitate access to dual listings in foreign markets during the intensive process of public consultation and development of the new law. stock market and investment services, culminating in its entry into force on April 7,” the Secretary of State said in a letter to Ferrovial.
Source: El Diario
