Ferrovial is making new statements regarding the relocation of its headquarters to the Netherlands. In the Privileged Information sent to the National Securities Market Commission, the infrastructure giant said that this country is a country with a “AAA credit rating,” a conducive environment for business and investors, a reliable legal system and a strong corporate governance framework.
The Ibex-35 company wanted to reassure its employees. “The adoption of working measures is not considered” as a result of institutional changes. It opens the door for “certain Ferrovial employees to voluntarily relocate to the Netherlands” or for some to “relocate and become employees of other Ferrovial Group subsidiaries in Spain”.
While the listed company still hasn’t responded to the hypothetical tax changes, it reveals for the first time the motivations behind the operation, simply stating that “the merger will take place under a special tax neutrality regime.” […] Corporate Tax”. The Government and the Ministry of Economy discussed that tax savings could be one of the biggest motivations for this change. The company did not make any references in the 92-page document sent to the regulator.
“An international player of European origin”
The Ibex-35 company states that they are “an international company that develops most of its business outside of Spain” and has a substantial international shareholder baseAt year-end 2022 data, 82% of Ferrovial’s revenue comes from outside Spain, while 90% of its equity value is in assets located outside of Spain.
In addition, it is not only them who made a similar move, “The Netherlands’ target chosen by many comparable companiesis active worldwide and has a strong presence in Europe and North America”. Why this country? Ferrovial “believes that the move will bring with it an opportunity to increase the reputation of its brand both in Europe and in the rest of the world”. can provide access to its investor base.
Financing costs and future listing
Led by Rafael del Pino, the company assures that “the country’s financial soundness and stability are two of the biggest strengths of the Dutch economy” and that this could support “less volatility in financing costs” in the future. thanks to a more stable country risk premium compared to other European countriesHe also emphasizes that this move was made at the same time as the shrinking of central bank balance sheets.
Ferrovial sees listing in the United States as a “strategic goal” and believes being a Dutch company will facilitate future acceptance. One of the most relevant is American Depositary Receipts (ADRs), which are stock-based financial assets that are used as a regular formula for listing in North America. Ferrovial itself has them, as explained by EL PERIÓDICO DE ESPAÑA from the Prensa Ibérica group. However, these ADRs are “not eligible to access US stock indices,” one of the company’s greatest intentions to “make itself the conditions for this.”
In the document, Ferrovial reports that its shares will not be traded on Spanish Stock Markets “at the Time of Merger or shortly thereafter”. Company sources explain it that doesn’t mean stop quoting in Spainbut Ferrovial SA will stop doing that and Ferrovial International SE will.
Expand your business in the United States
In the coming years, the Spanish company so far will concentrate more business in North America. “92% of the investments committed for the 2023-2027 period are related to this geography.With significant growth projects such as the new Terminal 1 at New York JFK Airport, the I-66 highway in Virginia, and the North Tarrant Express 35W 3C highway in Texas,” the document says.
Important dates of the operation
On February 28, the company’s Board of Directors met and approved the merger project.. The decision is notified to the Trade Registry within the following five days and published in the Official Gazette. On this date, the period of exercising the right of objection by creditors in the Netherlands will begin.
Next, Ferrovial General Assembly call notice will be published and the meeting will be held after 35 days., probably in April. Within seven days following the General Assembly meeting, the announcement of the merger will be published in the Official Gazette of the Trade Registry and the one-month opposition period for creditors in Spain will begin.