The president of Ferrovial, Rafael del Pino.
The president of Ferrovial, Rafael del Pino.Pablo Monge

Where the National Securities Market Commission (CNMV) sees no reason to railroad leave Spain to facilitate its listing in the United States, the company that chairs Rafael del Pino He replied this afternoon: “No listed Spanish company has ever traded its shares on US stock exchanges directly, only through ADRs.”

The infrastructure company has become strong in defending the need to be domiciled in Amsterdam to be listed on Euronext and, from there, make the leap to the American parquet, where it intends to exponentially increase the liquidity of the share. The reverse merger project of the parent company Ferrovial SA by the subsidiary Ferrovial International SE will be submitted for approval at the shareholders’ meeting on April 13th. “Currently, there is no structure that makes this possibility possible. [cotizar en EE UU con acciones ordinarias españolas]. According to the information available, for its creation, regardless of any regulatory changes, technical and operational issues would have to be resolved, such as technological compatibility, rebalancing, balance reconciliations, information protocols, etc. Railway.

This controversial change, which generated a head-on clash between Ferrovial and the Government of Pedro Sanches, was not communicated to the CNMV or to the Executive itself. And from both sides the company is accused of hiding the plan. Putting a solution to the supposed barriers between the Madrid and New York Stock Exchanges requires, in Ferrovial’s opinion, “time and will of the operators and regulators involved”. The president of the CNMV, Rodrigo Buenaventurahe insisted a few days ago that a timely warning from the builder would have been enough to open contacts with the operator and regulator of the US stock exchange.

In the current context, the administration led by Del Pino considers that “listed Spanish companies cannot be listed in the US with ordinary shares, contrary to what happens in other European jurisdictions”. That is why it has the obligation to “propose real and proven alternatives to shareholders, successfully used by other European companies”.

But price is not the only issue driving this Ibex 35 reference to open a new office in the Netherlands. Ferrovial claimed access to financial markets from a better position given the country’s AAA credit rating, while highlighting Dutch regulatory stability and legal certainty.

Investors who vote against Ferrovial’s departure at the meeting will be able to exercise the separation mechanism and consequent sale of their shares to the company at the unit price of 26 euros. The company underwent reverse merger in order not to have to allocate more than 500 million euros to the defection of shareholders.

After learning of the disagreement between one of the Del Pino brothers, Leopold (4% of the capital)with the strategy outlined by the company, favorable recommendations from the fund’s advisers begin to arrive, the avdisor proxy. glass lewys He speaks in a report about the reputational cost that Ferrovial may have when leaving Spain, but advises a favorable vote at the meeting.

From Glass Lewis, it is argued that the transfer will not affect the rights of shareholders, who can vote with transparent arguments in hand. The report advises against re-election as director of the Gonzalo Urquijoholding positions in other industrial companies such as Talgo and Gestampand criticizes the advisory report on climate strategy that Ferrovial will present to its shareholders for the lack of information on the board’s role in this matter.

Entrecanales believes that Ferrovial’s decision has legal force

This tomorrow was José Manuel Entrecanales, president of competitor Acciona, who has defended Ferrovial’s move by guaranteeing that it is a “legally impeccable” possibility and that it fits “with the principles of European interterritorial mobility”. Entrecanales participated in the ‘Wake up! Spain’.

“By proxy, we could study it, but we’re not into 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 the Acciona executive.

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