The year in which Spain's third fortune won against the Government

Ferrovial has always denied that there were tax reasons behind the departure, but it is true that taxation is lower in the Netherlands than in Spain.

The move with the Government and the lack of explanations at first damaged Ferrovial's image. In the documentation sent at the beginning of the year to the SEC, the United States Securities and Exchange Commission, Ferrovial acknowledged that the transfer of the headquarters to Amsterdam had caused reputational damage and that there could also be negative tax repercussions because the Treasury could overturn the benefits. taxes associated with the transfer of headquarters. For now, in the 2023 Report, Ferrovial indicates that the Tax Agency has begun an investigation into the company and its subsidiaries for the years 2017 to 2020.

The public acrimony between the Government and Rafael del Pino continued and other businessmen began to position themselves in the fight. The president of CEOE, Antonio Garamendi, criticized the “hunt and capture” that they were carrying out against the president of Ferrovial. And Juan Roig, president of Mercadona, defended that Ferrovial was “exercising a right.”

Despite pressure against the Government, the Ferrovial Shareholders' Meeting approved by majority on April 13, 2023 the transfer of the headquarters to Amsterdam. Only 5.8% of the votes voted against the relocation, a large part of them coming from Rafael del Pino's brother, Leopoldo, although despite his opposition to leaving Spain he did not sell his shares. The one who did leave capital a few days later was the BlackRock fund, which got rid of its 3.176% stake.

In June 2023, Ferrovial began trading on the Amsterdam Stock Exchange after the absorption of Ferrovial SA by its subsidiary Ferrovial Internacional SE. The company had argued that to be listed in the United States it had to move its headquarters to the Netherlands, where it only had five workers, because in Spain no company has been listed here and in the United States at the same time. Several Spanish companies, such as Santander, BBVA or Telefónica, are also listed in the United States, but they do so through ADR (American Depositary Receipts) and ADS (American Depositary Share), not with ordinary shares, as Ferrovial intends to do.

The company argued, to reinforce its decision, that 82% of its income is generated outside of Spain and that 93% of the company's institutional investors are international.

A CNMV report carried out in the midst of controversy with the Government indicated that there was no impediment to listing in the United States from Spain, but perhaps the process could be “shorter and simpler” from the Netherlands.

Months after moving to the Netherlands, the infrastructure company is still waiting to be listed on the Nasdaq, where it would accompany multinationals such as Apple or Microsoft. The SEC, the stock market supervisor, has requested more information before authorizing its listing. But it will no longer be able to meet its goal of listing in New York in the first quarter of this year.

The United States is a priority market and where it will make its greatest investment efforts in the new 2024-2026 strategic plan. More than 83% of its toll road revenues come from that country, where they have grown by double digits and where they continue to see “attractive investment opportunities.”

Infrastructure market

Ferrovial has acknowledged to the SEC flaws and “material weaknesses” in its internal controls, which it is correcting, and has provided more details about its operations in India. The Indian infrastructure market has become a scene of great interest for Ferrovial in investment in highways and appears in its strategic plan as a preferred destination in this area along with the United States.

India is the fifth largest economy in the world by GDP and estimates suggest that the number of vehicle owners will increase six-fold between now and 2040, as Ferrovial itself pointed out on February 1 to analysts and investors. The company reached an agreement to acquire 24% of IRB Infrastructure Trust, an investment fund with 12 concessions in the Asian country. The closing of the operation, which is pending various regulatory approvals, is scheduled for the end of April.

The sale of Heathrow airport is also pending, where it reached an agreement with the French fund Ardian and the Saudi Public Investment Fund (PIF) to give up its 25% stake for 2.7 billion euros. However, the decision of three other shareholders to sell their shares, which represent 35% of the capital, has hindered the closing of the operation. Both buyers have to add new partners to acquire the additional stakes of these other shareholders in Heathrow.

Despite everything, the 2023 results were good and the company's net profit multiplied by two and a half times and reached 460 million euros. Revenues grew by 13.2% to 8,514 million euros, and the gross operating result (ebitda) increased by 40.6% and exceeded 991 million euros.

Ferrovial on the stock market

Ferrovial's stock market listing during these months has supported the company's management. Compared to April 13, 2023, the day the Shareholders' Meeting approved the transfer to the Netherlands, the stock has risen 35% on the stock market.

And since it began trading on the Amsterdam Stock Exchange, on June 16, 2023, the price has increased by more than 24%.

The main shareholder of Ferrovial is Rafael del Pino y Calvo-Sotelo, civil engineer, president of the multinational since 2000 and CEO since 1992. He currently owns 20.56% of the multinational (his sister María has 8. 26% and his brother Leopoldo, 4.17%). His father, Rafael del Pino, founded Ferrovial in 1952, a company that he began supplying material to Renfe, and that he directed for almost fifty years. The multinational, which operates in four large areas (highways, airports, construction, and energy and mobility infrastructure), currently has almost 25,000 employees in 15 countries and has made the family a millionaire.