28 February 2023

Redomiciliation of Spanish listed construction company Ferrovial to the Netherlands, adding a listing on Euronext Amsterdam

+ 16 other team members

Redomiciliation of Spanish listed construction company Ferrovial to the Netherlands, adding a listing on Euronext Amsterdam

On Tuesday 28 February, Ferrovial announced the 'redomiciliation' (hereafter short and sweet, a "redom") of its top holding to the Netherlands as part of its strategy to position itself as an international player with a European heritage. The redom will be implemented through a cross-border merger between the Spanish top holding as the disappearing entity and a subsidiary currently acting as intermediate top holding for the international activities as the surviving entity. The surviving entity is a European Company (Societas Europaea) with its corporate seat in the Netherlands. Following the merger, the new top holding will be listed on Euronext Amsterdam in addition to the listings in Spain.

Ferrovial views the Netherlands as the optimal platform for its international strategy. The Netherlands is the country of choice for many comparable, globally active corporations with a strong presence in both Europe and North America. It is a AAA rated jurisdiction with a business- and investor-friendly climate, trusted regulations, and a sound corporate governance framework. Being a Dutch listed company will also facilitate the future listing and trading of those same shares in the US and given the appropriate conditions, their inclusion in local indexes. Conversely, shares in a Spanish company listed in Spain can only trade in the US in the form of American Depositary Receipts or by other indirect means, and such American Depositary Receipts are not eligible for indexes.

The Ferrovial Group is an international group engaged in the business of developing and operating toll roads, airports, including for example Heathrow Airport, and other transport and energy infrastructure, in mobility solutions, and in engineering and construction. The top holding of the Ferrovial Group is a Spanish company with listings in Spain. The business of the Ferrovial Group is international and over 90% of Ferrovial's institutional shareholder base consists of international investors.

The De Brauw team involved in this transaction consisted of: Gaby Smeenk, Tijmen Klein Bronsvoort, Michael Schouten, Josse Klijnsma, Myrthe van der Klei, Anita Veenstra, Matthijs Verwer, Bram Pruyn, Lenina Broers, David Mees, Florence Haverhals, Hendrik van 't Foort, Annick Houben, Jelmer Deuten, Henk van Ravenhorst, Frank Pötgens, Peter Spijker, Charlotte Meijer, Tobias Bruin.