The executive chairman and main shareholder of Ferrovial, Rafael del Pino Calvo-Sotelo, has created a SICAV in Luxembourg through Rijn Capital, the holding company with which he has channeled his stake in the construction company for years, including he is the main shareholder with 21%.
This new variable capital investment company (SICAV) is called Rijn Capital SICAV-RAIF. According to official documents, it was created on August 6 with an initial capital of 40,000 US dollars, the reference currency for its operations. This amount was entirely subscribed by Rijn Capital SARL, the instrument that Rafael del Pino transferred from the Netherlands to the Grand Duchy. last April 12after the controversial Ferrovial flight to Amsterdam materialized.
The transfer of Rijn Capital was carried out after the Dutch Treasury opened an inspection of this Del Pino property. Until then, it was domiciled precisely in the Dutch capital.
The new SICAV is based in offices next to Luxembourg Airport and is home to Aztec Group, a financial services company founded in the tax haven of Jersey in 2001. Del Pino’s new SICAV is a reserved alternative investment fund , known in Luxembourg as RAIF. .
These vehicles, which can devote 100% of the investment to a single asset, benefit from significant tax advantages. In general, in Luxembourg, they are exempt from corporate tax or any other tax, with the exception of an annual subscription tax of 0.01% of net assets, unless they invest exclusively in venture capital.
Ferrovial does not comment on this subject, nor if the creation of this SICAV meets Del Pino’s tax optimization objective. Company sources indicate that “this belongs to his personal sphere. We would also never disclose information about other shareholders.
Ferrovial’s website already identifies Rijn Capital SARL as the owner of 20.99% of the group’s shares. Until a few months ago, the Dutch company Rijn Capital BV was included, which has already been removed from the Dutch commercial register. In the 2022 annual accounts that it prepared on October 30, while it was still domiciled in Amsterdam, Rijn Capital explained that it had opened an inspection by the Dutch Treasury. At an unspecified date, it said, “the tax authorities raised questions about various aspects of the 2020 corporate tax”.
“At present it is impossible to make an adequate estimate of the possible impact” of this inspection, but the result, Rijn Capital said, “could affect the position in the financial statements of corporate tax and deferred tax assets.
A few months after recognizing the existence of this Rijn inspection, Del Pino took it to Luxembourg. The transfer was finally approved 365 days after the general meeting of shareholders at which Ferrovial approved its controversial move to the Netherlands. This movement provoked a heated confrontation between the Spanish government and the president of the construction company. Del Pino, Spain’s third-largest fortune with a net worth of 5.9 billion euros according to Forbes, created the SICAV a few weeks after Ferrovial’s shares began trading on the US technology index Nasdaq in May. This is one of the arguments used by the construction company to justify moving its headquarters out of Spain.
After this premiere in New York, Ferrovial’s management (board of directors and general management) distributed 25.5 million until June, or 45% more compared to the first half of 2023, as reported by Cinco Días. The construction company attributed the increase to results and “the significant increase in share price under long-term incentives”, among other reasons.
The Luxembourg owner of 21% of Ferrovial and this new SICAV in the Grand Duchy has a share capital of 200.4 million, like that he owned in the Netherlands. According to its statutes, the transfer of shares inter vivos to third parties requires the approval of at least 75% of the capital. 99.87% of the capital of Rijn (2,352 shares) belongs to the president of Ferrovial. Each of his three sons has a share: Rafael, Ignacio and Juan Del Pino Fernández-Fontecha, the result of his marriage to his first wife, Cristina Fernández-Fontecha, who died in a boating accident in 1998.
Among the directors of Rijn Capital Sicav is Rafael del Pino Fernández-Fontecha, 37, who is the executive administrator of the family assets. In various media, the billionaire’s second son, Ignacio (35), financial director of Ferrovial, has been designated as destined to succeed his father, aged 66. The third, Juan (31 years old), devotes himself to boat design.
Rijn Capital closed 2022 with a staff of five, 3,651 million in assets and a profit of 127.6 million, compared to 74.23 million in 2021, when it initially reported a profit of 874 million, although it later restated its accounts.
From Amsterdam to Núñez de Balboa
In 2020, a year subject to Dutch tax control, Rijn declared losses of 560.7 million. A year earlier, in 2019, it reported a profit of 1.5 billion. In 2018, he became a shareholder of the Spanish airline Volotea, with 5.3%. It has also invested in photovoltaic energy projects in Chile, where several of its subsidiaries declared bankruptcy at the end of 2023, according to local media.
In addition to its Ferrovial package, among the subsidiaries of Rijn Capital SARL there are two companies domiciled on Núñez de Balboa Street in Madrid with practically no turnover: Criu SL (dedicated to real estate or purchasing, sale and rental of boats and planes). ), with assets of more than 28.7 million at the end of 2023, according to data from Insight View, and Los Estanquillos SL, which has in its name a farm and a mansion with helipad that the businessman bought twenty years ago in a town in Cáceres.
In addition to dividends from the construction company, Rijn Capital’s profits come from other investments that accounts filed in the Netherlands did not require. Years ago, he invested in an American wastewater treatment company, Cambrian Innovation, which he ended up civilly suing in 2021 in a court in Delaware, the tax shelter in which the Del Pino property was domiciled its subsidiary in the United States. You will now add this newly created SICAV to your assets.
In its 2022 accounts, Rijn Capital still included 100% of the Maltese company Boreas Shipping Limited, the existence of which was revealed in 2017 by the investigation by the International Consortium of Journalists known as the Paradise Papers. This company, domiciled in another EU country known for its opacity and minimal tax burden, appears in the Maltese register as dissolved since March 7, 2017. El Mundo revealed shortly after that it owned a Del Pino yacht valued to 1.89 million, according to the accounts recorded by the company in 2013.
Rijn Capital, now Luxembourg, was registered in the Netherlands in July 2008. The chairman of Ferrovial transferred his Ferrovial shares to it in 2015, following the reorganization of the family’s stake in the construction company following the dissolution of the Portman Baela company. company that the Del Pinos controlled through another Dutch company, Sobla Beleggingen BV, and owned 40% of Ferrovial.
After the death of the patriarch and founder, came the distribution of his inheritance and the disappearance of Portman Baela. The four Del Pino Calvo-Sotelo brothers designed a “complex operation” with a “premeditated” plan that brought down the tax authorities and the courts. They used instrumental companies and “biased” data with no “reasonable explanation” other than avoiding taxes on the father’s inheritance.
Rafael Del Pino already owned at least two companies in Luxembourg years ago, Vial Holding and Loriner Holding, dissolved in April 2010. The official documentation which included the transfer of Rijn Capital confirmed that after moving Ferrovial’s headquarters to Amsterdam , the tycoon He continued to reside in an imposing chalet in his name in Somosaguas, an isolated single-family house in the town of Pozuelo de Alarcón (Madrid), the richest in Spain.
With his new SICAV, Rafael del Pino imitates the path followed years ago by two of his brothers, Leopoldo and Fernando, long separated from the management of Ferrovial. In February 2021, Leopoldo del Pino, also a shareholder of the construction company, informed the Luxembourg registry that he was the main partner of another SICAV registered in that country, Transatlantic Power Fund SCA, shareholder of a renewable company in the United States, Skyline. Leopoldo del Pino owns just over 4% of Ferrovial, although he is not a director. He opposed the move to Amsterdam, but did not sell his shares, which would have ruined the move.
For his part, Fernando del Pino indicated in October 2019 that he held 65% of a Bankinter SICAV in Luxembourg, Bankinter International Fund Sicav. This brother of the executive president of Ferrovial sold his shares in the construction company in 2014. We know the former advisor to Civismo, the foundation sponsored by ultra-rich people like Juan Abelló and Helena Revoredo (Prosegur) who recruited Javier Fernandez-Lasquetty. to deny climate change and blame anti-covid policies. “We already know that neither illegal lockdowns nor stupid masks have served any purpose other than to enrich the environment of our political class,” he says in one of the latest articles on his blog.
