Rafael del Pino Opens the 2023 Ferrovial Shareholders Meeting with a Light Touch
Rafael del Pino opened Ferrovial’s 2023 Shareholders Meeting with a wry remark about the flood of media attention surrounding the board’s decision to relocate the headquarters to the Netherlands. Although the agenda listed a dozen items, the talk quickly centered on item 10, which concerned the approval of an intra‑company cross‑border merger between Ferrovial as the surviving entity and Ferrovial International SE as the absorbing company. The moment underscored a broader strategic move rather than a routine corporate action.
The board announced the decision on February 28, aligned with Ferrovial’s 2022 results. In a concise segment of the presentation, the company described an institutional restructuring aimed at harmonizing its governance with its growing international footprint. Central to this plan was the relocation of the headquarters to the Netherlands, a step intended to streamline future access to global capital markets.
Reactions were swift. The government publicly voiced concerns, led by Economy Minister Nadia Calviño, arguing that the management’s move sought financial gains for Ferrovial and its leadership. Del Pino responded late in the discussion, clarifying that the operation was not pursued for tax reasons and would be tax neutral, with taxes in Spain remaining broadly in line with current levels. The aim, he stated, was not to circumvent responsibilities but to position Ferrovial for its next phase on the international stage, including potential access to U.S. markets. (Citation: Ferrovial board statement, 2023)
Ferrovial Aims for a U.S. Listing
The principal motive behind Ferrovial’s strategic shift is to pursue a listing in the United States at the earliest feasible moment. The company believes that U.S. markets would offer greater liquidity and stronger investor demand than a listing confined to Spain. People close to Ferrovial reported interest from multiple pension funds and academic institutions, which have been enthusiastic about acquiring Ferrovial shares but faced restrictions tied to the company’s European domicile. (Citation: Internal strategic briefing, 2023)
In response, the Spanish authorities, through the National Securities Market Commission (CNMV) and the Spanish Stock Exchange operator Bolsas y Mercados Españoles (BME), issued a joint analysis after a recent overseas trip. The assessment suggested that listing in the United States from a Spanish base is feasible, provided that the appropriate regulatory steps are observed. (Citation: CNMV-BME joint report, 2023)
Del Pino, addressing government concerns, stressed that the path to a U.S. quote is neither quick nor guaranteed, emphasizing that the process and timeline remain fluid and uncertain. (Citation: Corporate remarks, 2023)
Concerns and Controversies Surrounding the Meeting
The meeting began slightly after the scheduled time in a second call, with a strong turnout of shareholders representing 77.69 percent of votes. Thirteen items were approved, including the Netherlands relocation, the annual accounts, board and auditor appointments, capital adjustments, the long-term executive remuneration framework, and the Climate Strategy Report for 2022. (Citation: Ferrovial shareholder record, 2023)
During questions, two investor associations and several minority shareholders voiced their support for the board’s decisions. A representative of the World Federation of Investors criticized government actions, arguing that the authorities had overstepped. The exchange highlighted that the challenges faced were not only about corporate strategy but also about the perception and legality of government interactions with corporate governance. (Citation: Investor association remarks, 2023)
What Lies Ahead?
Shareholders who oppose the decision have a potential route to ask Ferrovial to buy back their shares, at a price of 26 euros per share within a maximum aggregate budget of 500 million euros, representing about 2.57 percent of the capital. Should more than one percent of shareholders request a buyback, the planned transfer could be jeopardized. Ferrovial’s merger timetable indicates that the creditor opposition and rights of withdrawal window runs from May 14 to May 20. (Citation: Merger timetable, 2023)
Looking ahead to the second half of the year, Ferrovial intends to complete the merger by deregistering it in the Madrid Mercantile Registry. Accordingly, Ferrovial International Sociedad Europea shares would be listed on Euronext Amsterdam and on the Spanish stock exchanges, while Ferrovial SA shares would be delisted. The company aims to celebrate a U.S. listing on Wall Street by year’s end. (Citation: Merger execution plan, 2023)
Governmental Reactions After the Meeting
Following the gathering, the government reaffirmed its stance, stating that it respects the shareholders’ decision while maintaining its skepticism about whether the move was primarily motivated by the potential U.S. listing. Officials noted that the regulatory framework allows Spanish-listed companies to pursue listings in North America, provided all legal and regulatory requirements are satisfied. (Citation: Ministry of Economy briefing, 2023)