It is the most valuable block of shares in Spain and the second or third most valuable in the world. It comprises just 1,207,118 shares, representing 8.3% of capital. With just this, Spanish business tycoon Amancio Ortega controls 53% of voting rights in Pontegadea Inversiones, the company that holds a controlling stake in retail textile giant Inditex (the parent company of Zara and other fashion brands), and also manages the business of one of Europe’s largest real estate companies, whose assets have an estimated market value of €8 billion.
It’s a little more than 1.2 million shares in Pontegadea that provide the voting buffer to ensure shareholder stability at Inditex. This is because since 2012, these super voting shares have been assigned more voting rights – each share is worth 40 votes, totaling around 53% of voting rights.
The Zara boss will hold on to the reins through super voting shares until he is 93 years old
The rest of the capital is divided into two groups: one with 10 million shares, representing 69.4% of capital on a one share-one vote basis and accounting for around 11% of votes on the board of Pontegadea. Another 3.2 million shares, representing 22% of capital, account for 35% of voting rights, as each of these super voting shares is assigned 10 votes.
Established to ensure control over Inditex, the jewel in the crown of Amancio Ortega’s empire, the super voting share system has been enshrined since 2012, when the Galician tycoon decided to transfer shares from Gartler, the vehicle from which Ortega controls the majority interest in Inditex, to Pontegadea Inversiones. At this time, corporate statutory by-laws established that this higher-class stock with 40 votes per share would retain this value until 2024, when the system would go back to a multiple of 10 votes per share.
But on December 21, the 81-year-old Amancio Ortega decided to extend the time span of these enhanced voting rights by another five years. That day, a shareholder meeting in Pontegadea Inversiones, a company in which really only Amancio Ortega and his wife Flora Marcote participate, agreed to extend the conditions of the current voting rights until February 1, 2029 – when Ortega will be 93 years old. According to the new statutory by-laws, at that date the shares will give the shareholder 10 votes each instead of 40.
A little more than 1.2 million shares ensure Ortega has majority control in Pontegadea Inversiones
According to company sources, this protective measure was originally established five years ago to send the market a clear message of stability. Be it through Gartler, Pontegadea or any other controlling vehicle for the global chain of fashion stores, investors worldwide could rest assured that Amancio Ortega would continue to retain control with his 1.2 million shares.
The common shares of Pontegadea without extra voting rights could ultimately be used in corporate transactions with third parties – a situation that has yet to take place.
English version by Melissa Kitson