Ferrovial shareholders approve corporate reorganisation plans


The shareholders of Spanish construction giant Ferrovial have approved a reverse merger as the company’s leaders stressed its continued commitment to Spain.

Ferrovial chairman Rafael del Pino has told the company’s shareholders that the corporate reorganisation involving a cross-border reverse merger between Ferrovial SA and Ferrovial International SE is part of the natural development of the company and is essential to boost its growth, provide access to capital markets and improve its competitiveness.

This month’s ordinary general shareholders’ meeting voted to approve Ferrovial’s corporate reorganisation, the re-appointment of five directors, previous year’s financial statements, the shareholder remuneration programme and the annual report on the company’s climate strategy.

Speaking at the meeting, del Pino told the shareholders that the operation to move the company’s registered office to the Netherlands would affect only the parent company. It is being proposed “under the freedom of establishment that lies at the very heart of the European Union” and the corporate reorganisation will not affect the continuity of Ferrovial’s operations in Spain.

“Ferrovial is not leaving Spain. It will maintain its activity, employment, investments, tax contribution and listing on the Spanish stock exchanges. Spain has always been our home, and we do not renounce it,” del Pino said emphatically. The chairman also highlighted the knock-on effect of Ferrovial’s international projects on Spanish companies, “which create wealth and jobs in Spain,” he concluded.

The company’s chairman was keen to point out that the reorganisation was not being carried out for tax reasons. “The taxes that Ferrovial will pay after the transaction will be very similar to those it is paying before the transaction. Ferrovial will continue to pay taxes in Spain as it has done since its foundation,” del Pino said.

Del Pino also stressed the importance of internationalisation as a growth engine for Ferrovial and the company’s strategic focus on the United States. The company is to seek a listing in the Netherlands and Spain and, in due course, in the United States to increase their stock’s liquidity and make it more attractive to international investors.

The company’s strong international activity in strategic markets acts as a catalyst for its present and future growth, with the United States being a key investment destination. Today, more than 90% of Ferrovial’s equity value comes from international assets and more than 75% corresponds to North America.

Del Pino also noted that Ferrovial’s growing internationalisation and commitment to strategic markets, such as the United States and Canada, had led to an increase in traffic and revenues in all infrastructure assets. He pointed out that toll roads such as the NTE and NTE 35W are already above their pre-pandemic traffic levels and that traffic on 407 ETR is up 30% on the previous year. He also referred to good performance by Heathrow airport, which handled close to 62 million passengers.

The chairman also highlighted the 9.3% increase in revenues to €7,552m and the 19.3% improvement in EBITDA, to €728m. The net cash position amounted to €1,439m, excluding projects.

Ferrovial CEO Ignacio Madridejos emphasised that the increase in toll road and airport traffic post-pandemic and the good performance by the construction business had led to an improvement in results and confirmed the company’s solid financial position, ending 2022 with €6,118m in liquidity and a net cash position of €1,439m.

Madridejos said that Ferrovial remained focused on its core markets, namely, the United States, Canada, Spain, the United Kingdom, Poland, and India and is also considering opportunities in other regions such as Australia, the rest of Europe and Latin America as part of its commitment to sustainable growth, developing and operating infrastructure assets with a high concession value.

He also emphasised the company’s commitment to sustainability and climate change, which are major factors in the company’s strategy. Madridejos said that Ferrovial continued to make progress both in reducing emissions related to its activity and in offering more sustainable mobility and infrastructure solutions.