Ferrovial, one of Spain’s leading companies, has announced its departure from Spain and the transfer of its headquarters to the Netherlands through a merger between the parent company and Ferrovial International, a Dutch European limited company that already owns 86% of the company’s assets. In addition, the infrastructure company chaired by Rafael del Pino will apply for dual listing in the Netherlands, also listed in Spain, and then in the US.
Ferrovial expects this transaction to be closed in the second or third quarter of this year once it is approved by the shareholders’ meeting, and assures that it will not have an impact on its investment plans in Spain nor will it affect its shareholder remuneration policy.
Ferrovial sources justify this decision to Radio Intereconomía by the increasing internationalisation of the company and the possibility of growing in the US and Canada. They also point out that listing in Spain, the Netherlands and the US gives the company access to a larger number of investors interested in transport infrastructure such as airports and motorways, and that listing in a country like the Netherlands, with an AAA rating, will facilitate its listing in the US.
Why is Ferrovial leaving Spain?
To save taxes
Pablo García, director of Divacons Alphavalue, explained on Radio Intereconomía that the Spanish government is taking “tax measures that go against the interests of companies” and that Ferrovial is seeking with this decision to “save taxes” and avoid “confiscatory taxation”.
Economist Javier Santacruz also sees tax reasons for Ferrovial’s move as a way of “optimising the tax structure, as Spain is a country with high taxes, especially for large companies”. He also believes that the fact of no longer having its head office in Spain will allow it to reduce the company’s risk.
Leap to the US
As mentioned above, Ferrovial points out that being listed in a country like the Netherlands with an AAA rating will facilitate its listing in the US, which will give it access to a larger number of investors interested in infrastructure. Samuel Plaza, director of JFD Brokers Spain, points out that in its 2023-2027 investment plan “92% of Ferrovial’s investments are being made in the US with a high return” and that for this reason it wants to use the Netherlands as a bridge to a US listing.
Is there a risk that other companies will follow Ferrovial’s path?
“It is a wake-up call to the Treasury so that these types of companies that have holding companies, which do not have their own activity but collect activity from other companies, do not leave”, explains economist Juan Fernando Robles, for whom Ferrovial is moving its head office in search of “better international taxation and to pay less tax on the profits it repatriates from other countries where these profits have already been taxed”. In this sense, he believes that Spain needs to work on having better double taxation agreements or even tax breaks, as in the case of the Netherlands.