Ferrovial shareholders vote on Dutch move in possible prelude to U.S. listing

MADRID, April 13 (Reuters) - Ferrovial (FER.MC) shareholders vote on Thursday on a plan to move the Spanish construction group's holding company to the Netherlands, paving the way to a listing in the U.S. and potentially access to subsidies available there.

Chief Executive Ignacio Madridejos said in a letter seen by Reuters that Ferrovial was not seeking any tax advantages by moving to Amsterdam, while citing "technical and operational" concerns over listing a Spanish company directly in the U.S.

Ferrovial's proposal has irked the Spanish government and officials have warned that Spain's tax agency will closely scrutinise the deal if it is approved.

The government fears more companies could follow suit and argues that a full U.S. listing is perfectly possible for a Spain-based company, although there are no such precedents.

Ferrovial's board said the proposed move was an "expeditious" way to apply to list its shares in the U.S, increasing liquidity and access to financing for the builder of highways, airports and metro lines.

Sources familiar with the matter told Reuters that potential access to U.S. government funding for energy transition and other subsidies under the Biden administration's Inflation Reduction Act (IRA) had influenced the decision, as European companies are attracted by the financing.

The move must be approved by a majority of shareholders to go ahead in a meeting that starts at midday (1000 GMT).

But the plan could be scuppered if holders of as little as a combined 2.6% of the capital vote against as Ferrovial has said it has only 500 million euros ($550 million) available to pay out to shareholders who do not want to stay invested.

Several investment funds have said they will vote in favour and two independent proxy advisers recommended backing the move.

Chairman Rafael del Pino is Ferrovial's largest shareholder with a 20.44% stake. His sister, Maria, has another 8.2%.

With a market capitalisation of 19.4 billion euros, Ferrovial would rank about 13th in the Amsterdam index (.AEX), where it would initially be dual-listed along with Madrid, behind Shell and Unilever but ahead of high-profile Dutch companies Philips, KPN and ABN Amro.

Ferrovial also wants to approach institutional funds in the U.S. willing to buy stakes if it gets a listing there.

With 82% of its revenues coming from abroad, mainly in North America, Ferrovial even evaluated moving its holding company to Texas, but ultimately chose Europe and keeping its roots in Spain, one of the people with knowledge of the discussions said.

If the plan is approved, some 30 Ferrovial employees will move to the Netherlands to join the 12 currently working for its subsidiary, where the company's global decisions will be taken.

(This story has been refiled to remove extraneous word in paragraph 2)