Ferrovial’s management stands up and responds to the first vice president, Nadia Calviño, and the National Securities Market Commission regarding their latest position that the company does not have to leave Spain to be listed in the United States. Calviño has assured that the arguments of Ferrovial “do not hold up” and the CNMV, which have been studying the case for weeks and have still not identified barriers to being able to go public with the US headquarters with its headquarters in Spain.
The company concludes that this is not true. “No listed Spanish company has ever traded its shares in the United States stock markets directly (only through ADRs). Currently there is no structure that enables this possibility,” authorized Ferrovial sources have settled on Monday. Thus, they come out of the way of the latest manifestations of Calviño and the CNMV. A spokesperson for the regulatory body assured on Friday that “an analysis has been carried out together with Bolsas y Mercados Españoles on whether there is any legal impediment that makes it difficult for companies domiciled and listed in Spain to request the registration of part of their shares in the United States for the purposes of of its listing in US markets (without the use of ADRs). From the analysis carried out so far, no element has been identified that would make that possibility unfeasible”.
At Ferrovial there is clear discomfort with messages being passed on from the Government and official bodies to investors that they consider to be misleading, because they know that in practice it is not possible to do so. “Ferrovial must offer its shareholders real and proven alternatives, used successfully by other European companies,” they affirm. And the reality is this in his opinion: “According to the information available, to create the possibility, regardless of eventual regulatory changes, it would be necessary to provide a solution to technical and operational issues (technological compatibility, rebalancing, balance reconciliations, information protocols, etc.) etc.). This requires time and the will of the operators and regulators involved”.
Therefore, the conclusion of the group chaired by Rafael del Pino, “Today, Spanish listed companies cannot be listed in the US with ordinary shares, contrary to what happens in other European jurisdictions.”
In the CNMV they concede that “this is a process that has not been carried out up to now, in this modality, by Spanish issuers”, but that “the US depositary is the one who, where appropriate, would analyze the specific requests of Spanish issuers interested in that possibility”. Faced with a reality and a hypothesis, Ferrovial maintains that it can only stick to reality and keeps on the agenda of the shareholders’ meeting on April 13 the proposal of the board of directors to move the corporate and fiscal headquarters to the Netherlands. From Ferrovial they insist that there is no tax savings in the operation, but that it is easier to finance in the European Union and the United States.
On the other hand, one of the key investor advisors for the shareholder meeting, the Anglo-Saxon proxy Glass Lewis, recommends voting in favor of the change of venue. In a two-page analysis of this item on the agenda, to which this newspaper has had access, this firm gives a vote of confidence in Ferrovial’s proposal. “Although shareholders should be aware of a possible reputational impact in Spain from the operation, Glass Lewis believes that management and the board of directors are in a better position to make decisions associated with the business and its internal organization.”
In their analysis, they describe the clash with the Government, but it presents as an advantage that it is listed on the Netherlands Stock Exchange in addition to the Spanish one.
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