The Spanish Stock Exchange trades 22 times more money in Ferrovial shares than the Amsterdam Stock Exchange in its first month as a Dutch company

It is often said that the data kills the story. When Ferrovial made a surprise announcement on February 28 that it was going to ask its shareholders to move its headquarters from Madrid to Amsterdam, one of the arguments it put on the table to justify the decision was that the Netherlands was a “triple A” market. (referring to the solvency note of its sovereign debt), which had a stable legal framework and which would be a springboard to attract many more investment funds as a step prior to landing on Wall Street. Listing only in Spain, it was understood from the company’s explanation, was a drag on its stock price.

On June 16, at 00:00, the merger between Ferrovial and its subsidiary in the Netherlands (FISE) came into force, materializing the change of registered office. That same day, the construction and services group, in addition to being listed on the Madrid Stock Exchange, began trading on the Amsterdam market. Therefore, one month has passed since that turning point for the company and, with the data in hand, the truth is that the large institutional investors to whom the company controlled by the Del Pino family appealed seem to continue to trust more in the Spanish parquet than in the Dutch as a point of liquidity to exchange their shares. According to figures compiled by Bloomberg, in the last month the Spanish Stock Exchange has traded Ferrovial securities worth 679.27 million euros, a figure that is 22 times more than the 29.82 million that have been traded through the platform Dutch. In terms of operations, the difference has been 38,276 in BME, the Spanish manager, and 3,723 in Euronext Amsterdam.

Since the change of registered office became effective, Ferrovial’s shares have barely increased in value by 0.65%, while the main indicator of the Spanish Stock Market, the Ibex 35, has posted a rise of close to 2.5% .

risk notice

As a step prior to the listing of shares on the Amsterdam Stock Exchange, the company registered its admission prospectus in mid-June with the supervisor of the Dutch stock market. In the summary of this document, which can be accessed from the website of the National Securities Market Commission (CNMV), the company explains that its change of headquarters may have a cost both in its income statement and in the price of its shares.

The document contains a section in which the company controlled by the Del Pino family warns investors of possible business and regulatory risks. One of these potentially destabilizing factors has to do with his departure from Spain. “The merger and redomiciliation of the parent company of the group to the Netherlands could have a negative impact on its corporate image in Spain, which, in turn, could have a material adverse effect on the competitive position of the group and, in turn, time, in the listing price of its shares, its business, financial situation, results of operations and perspectives”, warns the construction and services group.

Ferrovial’s board of directors made the decision to change its headquarters, which was later ratified by an overwhelming majority at its general meeting, based on two arguments. The first is that listing in the Netherlands will help your internationalization. The second motivation is that having a Dutch passport will make it easier in the future to make the leap to the US market, where the large investment funds are that would give the company a higher value. At first, the company also insinuated that the movement was due to the search for greater legal certainty, although its spokespersons later denied this motivation. In any case, the transfer to the Netherlands caused a clash between the Government and the business group. Pedro Sánchez said that in Spain there were many businessmen committed to his country, but that this was not the case of the president of Ferrovial, Rafael del Pino.

The tense relations between the Government and Ferrovial are also reflected in the brochure for the admission of the company’s shares in the Netherlands. “The Spanish tax authorities could consider that the merger [con su filial internacional] is outside the protection of the special regime of fiscal neutrality, which could have a material adverse effect on the business, the financial situation and the results of operations of the group”, acknowledges the company.

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