Over the past seven decades, Spain’s Del Pino family has forged one of the world’s biggest industrial fortunes through its control of Ferrovial, a global builder of airports, highways and stadiums.
(Bloomberg) — Over the past seven decades, Spain’s Del Pino family has forged one of the world’s biggest industrial fortunes through its control of Ferrovial, a global builder of airports, highways and stadiums.
Now, a plan to move the group’s domicile to the Netherlands has not just angered the Spanish government, but also revived long-standing divisions among heirs to the business empire, deepening cracks in one of Europe’s biggest dynastic fortunes. Shareholders of the group — which operates Heathrow Airport in London and highways around Toronto and Dallas — on Thursday voted in favor of the proposal, surpassing the majority needed.
Leopoldo del Pino y Calvo-Sotelo, a son of Ferrovial’s founder and brother of current chairman Rafael, was going vote against the plan, Spanish media had reported, a claim he had neither confirmed nor denied. It was not immediately clear if he opposed the plan at the annual general meeting.
A potential split in the family, which is collectively the construction giant’s biggest shareholder, would mark just the latest twist after years of tensions in the clan. If Leopoldo voted against the move and seeks a buy out of his stake by the company, his actions could still derail the plan.
Ferrovial founder Rafael del Pino y Moreno, dubbed Spain’s “king of bricks,” died in 2008 at 87. His children have in the years since squabbled over the running of the empire. Of the five siblings — Rafael, Leopoldo, Maria, Joaquin and Fernando — three have partly or wholly cut their ties to the group that made their fortune.
The Del Pinos now have a combined net worth of more than $8 billion, largely through their roughly 35% in Ferrovial, according to the Bloomberg Billionaires Index.
Before the vote, a spokesperson for Ferrovial said the company would respect the decision of each and every shareholder. Leopoldo’s representatives declined to comment.
The ostensible reason for the Dutch plan is to facilitate further expansion, although the tax haven image that the Netherlands is sometimes slapped with has made some shareholders wary. The company said that the move, which would include listing shares in Amsterdam, would give it access to cheaper credit and make it more attractive to equity investors ahead of an eventual listing in the US.
Norway’s sovereign wealth fund, owner of a 1.5% stake, initially said it would vote against the move, noting “mergers, acquisitions and other corporate transactions should maximize shareholder returns” and raising concerns over transparency. On Wednesday, however, the fund said it will vote for the proposal, without giving a reason for its reversal.
Under the plan proposed by Rafael, the company would change its domicile through a so-called reverse merger, with the group’s Dutch subsidiary absorbing the Spanish holding company.
Rafael has the largest holding in Ferrovial with a 20.4% stake, which makes up more than three-quarters of his $5.4 billion fortune, according to Bloomberg calculations.
The 64-year-old has adopted quant strategies to manage his personal wealth through his family office in the Netherlands, Rijn Capital, which bought a stake in 2018 in Spanish low-cost airline Volotea. Three of his children – Rafael, Juan and Ignacio – help oversee the firm, which Maarten Weiss joined in 2020 as chief investment officer after helping manage part of the fortune of the Brenninkmeijer dynasty behind clothing retailer C&A, according to regulatory filings.
Leopoldo, 60, who owns 4.2% of Ferrovial, has backed a Spanish real estate company targeting luxury hotels and a firm that’s bought shares in listed businesses in Spain — including Telefonica and Iberdrola — through his investment company, Siemprelara. He pocketed about €580 million ($638 million) through halving his Ferrovial stake in early 2016. The company’s shares have since risen almost 40%, while they’ve surged about 280% since they began trading in 2004.
Rafael’s plan to shift Ferrovial away from Spain put him at odds with political leaders at home, including Prime Minister Pedro Sánchez, who questioned the billionaire’s commitment to his country.
There are businessmen who are committed to Spain but “this is not the case of Mr. Del Pino,” Sánchez said in March. Labor Minister Yolanda Díaz has accused Ferrovial of wanting to move its headquarters to the Netherlands for fiscal reasons.
A key element for Ferrovial’s relocation to go through rests on the proportion of shareholders voting against it who decide to sell their shares back to the company. The plan, made public on Feb. 28, cannot go ahead if Ferrovial has to buy back more than 2.6% of stock or spend more than €500 million.
The company has offered to pay €26 a share — about €1 less than where they’re currently trading — to holders who want out. Shareholders have until May 13 to decide whether to sell. A sale by Leopoldo of his stake could derail the relocation plan, although it is not clear he will demand that Ferrovial buy him out at a price below where the shares are trading.
Created in 1952, Ferrovial grew over the decades from a modest railway construction company into a global conglomerate. It won contracts for the Barcelona Olympics, the Seville Expo and the Guggenheim of Bilbao.
In 2006, the siblings, who then had 58% of Ferrovial, decided to hold that stake through a single firm, Portman Baela, by transferring a partial stake previously owned by the family via an investment vehicle, Casa Grande de Cartagena.
While the unified stake meant the Del Pinos voted in concert, tensions soon arose on how the company should be run. The alliance eventually collapsed in 2015 when the family broke its shareholding agreement and split the stake between the siblings. From then on, each exercised his or her voting rights separately.
After the split, Leopoldo resigned from his board seat.
Another sibling, Fernando, broke up with the family office in the 2000s to create his own investment firm, Myway, and doesn’t hold a stake in Ferrovial.
In 2019, Joaquin became the latest sibling to step down as director, leaving Rafael, the chairman, and Maria, who runs the dynasty’s foundation, the only family members currently on Ferrovial’s board.
–With assistance from Gina Turner.
(Updates with outcome of vote in second paragraph.)
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