Ferrovial responded to the Commission’s analysis of the National Securities Market Commission (CNMV) and the Government’s position, and assured that there is currently no structure that allows a listed Spanish company to directly trade its shares on US stock exchanges.

“According to available information, to create this possibility, regardless of possible regulatory changes, technical and operational issues would have to be resolved (technological compatibility, rebalancing, balance reconciliations, information protocols, etc.). This requires time and will from the operators and regulators involved”, pointed out sources from the construction company, concluding that “today listed Spanish companies cannot be quoted in the United States with ordinary shares”.

The National Stock Market Commission (CNMV) guaranteed last Friday that Spanish companies can request their listing in the United States without any impediment, so it would not be necessary for companies like Ferrovial to move their headquarters outside Spain to be listed on the US stock exchange. The regulator carried out this analysis together with Bolsas y Mercados Españoles (BME) at the request of the Government, which has been working with these two entities to evaluate Ferrovial’s announcement that it will move its headquarters to the Netherlands to facilitate its leap to the United States. “No element has been identified that makes this possibility unfeasible”, said the supervisor, while admitting that this option has not yet been put into practice by any Spanish company. For her part, the first vice president, Nadia Calviño, assured that Ferrovial’s arguments for leaving Spain “do not hold up” because there are no barriers to going public.

On the contrary, Ferrovial denied this possibility on Monday and recalled that “it must propose real and proven alternatives to its shareholders, successfully used by other European companies”, adding that in other European jurisdictions such as the Netherlands this double listing is possible. , indicated sources at the company chaired by Rafael del Pino. Companies headquartered in Spain are listed only through the so-called American Depositary Receipt (ADR), but this does not imply listing directly on the American stock exchange.

shareholder meeting

For this reason, Ferrovial will maintain the proposal of the board of directors to transfer the corporate and fiscal headquarters to the Netherlands as an item on the agenda of the general meeting of April 13th. From the company they insist that there is no tax saving in the operation, but that it is easier to finance in the European Union and the United States.

In front of the shareholders’ meeting, one of the main advisors to investors for the shareholders’ meeting, the attorney The Anglo-Saxon Glass Lewis, recommended the vote in favor of the change of headquarters, although he warns that the decision must take into account “a possible reputational impact” due to the opposition of the Government, but the operation will leave the management and the board of directors “in a better position to make decisions related to the business and its internal organization”.

The analysis contrasts with the position of Leopoldo del Pino, one of the president’s brothers who, with 4% of the capital, will vote against the transfer. However, both the brothers Rafael and Maria ndel Pinol, the largest shareholders, as well as the British fund The Children’s Investment (TCI) made explicit their support for the company’s relocation plan.

This Monday, the president of Acciona, José Manuel Entrecanales, defended Ferrovial’s move, assuring that it is a “legally impeccable” possibility and that it fits “with the principles of European interterritorial mobility”. “By proxy, we could, but we’re not in it. Naturally, our obligation is to explore all the possibilities that legality allows us and it is a legally irreproachable possibility that fits in with the principles of European interterritorial mobility and is therefore studyable. Anyway, it is not in our plans at the moment,” added Entrecanales in a forum organized by El Español.

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