CNMV maintains there is no fundamental obstacle. The regulators have reviewed the regulatory framework and found nothing that would bar the move; the challenge, they say, is that no one has tested it yet. BME likewise notes that there is no impediment to listing in New York, and that its own experience of transferring listings to Ferrovial demonstrates this path. A notable example cited is Berkeley, the Australian mining firm that sought a Spain-based listing for a uranium project in Salamanca at Bolsas y Mercados. Berkeley visited, expressed interest in a Spanish listing, and received assistance that led to a successful market listing.
According to market stakeholders in Spain, there were no inquiries pushed forward about citing directly in New York. Some media outlets aligned with the government contend that the company’s rationale for relocating its headquarters does not hold up under scrutiny.
Ferrovial is back
Ferrovial asserts that the principal motive for proposing a shareholders’ meeting vote on the headquarters move is pragmatic: Spanish market regulations effectively prevent a straightforward listing of ordinary shares in the United States, without the use of ADRs, which Ferrovial characterizes as allowing only a small fraction of the company to be valued. Ferrovial argues that direct listing in the United States is strategically important because more than 90% of the group’s value resides outside Spain and over 90% of its institutional investors are international. The company also notes that Ferrovial has a growing footprint in North America, with expectations that future opportunities and growth will predominantly arise there.
At the same time, Ferrovial acknowledges the absence of a preexisting structure that would enable this listing to happen independently of potential legislative changes. Officials cited by Ferrovial to El Periódico de España and the Activos economic supplement of Prensa Ibérica explained that creating such a framework would require resolving technical and operational issues — from technological compatibility and rebalancing to balance reconciliations and information protocols. Implementing these changes would demand time and the cooperation of the operators and regulators involved.
Which Spanish companies are currently listed in the United States?
Several Spanish companies are accessible in the United States through ADRs, including Ferrovial itself, along with Banco Santander, BBVA, Grifols, Inditex, and Repsol. In addition to these instruments, Iberdrola trades on multiple Spanish stock exchanges and maintains a presence on the London Stock Exchange, while its subsidiary Avangrid remains listed on the New York Stock Exchange. A recurring argument from Ferrovial’s leadership is that no other major publicly traded Spanish company conducts direct share trading on U.S. stock exchanges, a claim that seems to conflict with Iberdrola’s listed subsidiary arrangements.
One common limitation noted for ADRs is that they do not provide easy access to major stock indices, with the Nasdaq being the primary exception among U.S. indices; Ferrovial’s direct listing in the United States would address this mismatch, according to the company’s position. The conversation around ADRs versus direct listings remains a central theme in the broader debate over how Spanish multinationals should be valued by U.S. markets.
Is the operation in danger?
The potential relocation of Ferrovial’s headquarters to the Netherlands, viewed as a preparatory step before a U.S. listing, requires approval from the Shareholders’ Meeting scheduled for April 13. Shareholders who vote against the move would retain the right to demand repurchase of their shares, at a stipulated price of 26 euros per share. Ferrovial has earmarked up to 500 million euros for this purpose, representing roughly 2.57% of the company’s capital; should more investors seek a buyback, the move could be jeopardized.
According to El Confidencial, Leopoldo del Pino, the president’s brother who holds 4.15% of the capital, would be among those able to vote against the proposal. The newspaper notes that Leopoldo would not typically seek a buyback, but in this scenario, such a move could halt the registration of the new Netherlands-based headquarters. This underscores the high-stakes nature of the vote and its potential implications for the company’s strategic direction. (Attribution: El Confidencial)