The National Securities Market Commission (CNMV) considers that the information provided so far by Ferrovial is not sufficient to determine the scope of its plan to change headquarters to the Netherlands and will analyze in detail the recently proposed reverse merger operation, according to sources of the supervisor.
“The company has not told us about the hypothetical difficulties of a dual listing between Spain and the United States,” they say from the CNMV. One of the main reasons given by Ferrovial to change the registered office is the possibility of making the leap to Wall Street. “If they tell us about the difficulties, we will analyze them,” says the agency.
The sources also point out that “Ferrovial has to provide the details of the different steps it will follow.” One of the aspects that worries the market supervisor the most is whether the “primary listing” will be carried out in the Netherlands or in Spain.
A company can be listed simultaneously in several countries and even through different operators such as Euronext in the Netherlands and BME in Spain. However, for monitoring purposes, a country of origin is always identified and the work is left to the local agency. If Ferrovial chose the Netherlands as its “primary listing”, supervision would be under the umbrella of the local authority, the AFM, and not the CNMV.
“The shares must be admitted in a market, which is the one that gives the passport so that it can be listed in others,” the sources explain. It is the usual formula, without the need to make a new IPO, which is much more expensive and cumbersome in procedures. Ferrovial’s Dutch subsidiary, FISE, is not listed, but it will have to start doing so, and the big question for the CNMV is where it will take the first step.
There are already some cases of European companies listed in Spain, such as ArcelorMittal or Airbus. The opposite is also the case, because, according to the sources, “there are several Spanish companies that are listed on various markets, such as Repsol, Santander or BBVA”, present in London, Warsaw or Mexico.
However, the case cited by the supervisor as most similar could be that of IAG, which after the integration between Iberia and British Airways took London as its primary market, so that market requirements and controls no longer apply. the CNMV directly.
One of the disadvantages of the Spanish market is the limited tools of companies to be listed simultaneously in other markets, especially the United States. The usual instrument to do so in the United States are ADRs, which are still shares held by banks.
The First Vice President of the Government and Minister for Economic Affairs and Digital Transformation, Nadia Calviño, assured today on Onda Cero that the Government “is going to analyze” formulas to facilitate this type of operation.
