Ferrovial prepares for possible US listing after shareholders back move to Netherlands

By Neil Gerrard14 April 2023

Three Ferrovial workers, one male (left) and two female, on a construction site wearing branded yellow hi-vis vests and white hard hats Ferrovial saw rising costs eat into its profits but enjoyed a record order book in 2022 (Image: Ferrovial)

Spanish infrastructure giant Ferrovial could apply for listing in the United States after a majority of shareholders approved its plans to move its registered office to the Netherlands.

A total of 93.3% of Ferrovial shareholders backed Ferrovial’s planned corporate reorganisation at its General Shareholders’ Meeting yesterday (13 April).

Executives told shareholders at the meeting that the United States was its “main investment destination”.

The company, up until now based in Madrid in Spain, has projects across the US spanning transportation infrastructure, construction, waterworks, and energy.

Some of company’s most significant investments have been in the US including: the I-66 in Virginia; a 49% stake in the consortium to design, build and operate New Terminal One at JFK International Airport in New York; and the increase to a 72.24% stake in the I-77 in North Carolina.

Prior to the vote, Ferrovial moved to reassure shareholders that it was not moving its registered office to the Netherlands for tax reasons.

Instead, Ferrovial chairman Rafael del Pino contended that the move was to stimulate growth.

He said: “The importance of internationalisation as a growth engine for Ferrovial was in evidence once again in 2022, as was our strategic focus on the United States.”

He added that for that reason, if the shareholders approved the proposal, “the company will seek a listing in the Netherlands and Spain and, in due course, in the United States in order to increase the stock’s liquidity and make it more attractive to international investors.”

The proposed transaction “is one that has already been adopted by numerous European companies to achieve a listing in the United States in a short period of time.”

More than 90% of Ferrovial’s equity value comes from international assets, with 75% coming from North America.

But he stressed: “Ferrovial is not leaving Spain. It will maintain its activity, employment, investments, tax contribution and listing on the Spanish stock exchanges. Spain has always been our home, and we do not renounce it.”

Ferrovial saw 9.3% increase in revenues to €7.6 billion (US$8.4 billion) in 2022, and a 19.3% improvement in EBITDA, to €728 million (US$805 million). Its net cash position amounted to €1.4 billion (US1.6 billion), excluding projects.

The company said it would continue to focus on its core markets of the United States, Canada, Spain, the United Kingdom, Poland, and India.

It is also considering opportunities in other regions such as Australia, the rest of Europe and Latin America.

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