Ferrovial has just registered with the US market supervisor, the SEC, a new version – the fourth to date – of the 20-F prospectus for the start of listing of companies domiciled abroad. With this document, it considers that it has already provided all the information necessary for its debut on the Nasdaq in New York, which it reported as part of its change of headquarters to the Netherlands.
Company sources explain that the new version includes the 2023 accounts and completes the necessary documentation. Now all that remains is for the market supervisor to give his approval or, if he deems it appropriate, to claim some type of supplement. In the recent presentation of results, the company’s directors reported that the process was continuing, despite the delay with respect to the initially planned listing date, in the first quarter of 2024.
Ferrovial had detected three “material weaknesses” in its control systems that prevented it from adapting its reporting protocols to the US model in accordance with the requirements of the US Sarbanes-Oxley law. This setback generates costs that you have not yet reported.
In the latest document registered with the SEC, the company insists on its interest in listing under the FER label on the Nasdaq, although in the risk chapter it warns, to protect its health, that “there are no guarantees that the registration application of ordinary shares is approved” or that sufficient liquidity levels are achieved to justify listing in Spain, the Netherlands and the United States.
It also provides additional information on the progress of the business, including the closing of the debt refinancing of AGS, the company that brings together the three airports that operate in the United Kingdom outside of Heathrow, which are Glasgow, Aberdeen and Southampton. This liability amounts to 757 million pounds (about 900 million euros) and its refinancing, defined on March 14, may facilitate an eventual sale of the asset. Ferrovial does not refer to this last circumstance in the brochure.
Regarding the sale of its 25% in Heathrow, it indicates that it plans to close it throughout 2024. The divestment agreement signed with the Saudi PIF and the French Ardian has come up against the right of the rest of the aerodrome’s partners to sell their shares in the same operation. 35% of the capital has been assigned to this option, which has forced the terms to be renegotiated.
Ferrovial also recalls that it is still waiting for the Tax Agency to rule in Spain on the application of the tax neutrality regime in its change of headquarters to the Netherlands. If this figure is not recognized, you will have to face unexpected tax burdens.
