The president of the National Securities Market Commission (CNMV),

Rodrigo Buenaventura

, has fully entered into the controversy over Ferrovial's decision to transfer its headquarters from Spain to the Netherlands by reminding the company that the listing requirements " are identical throughout Europe" and that he considers it a "mistake" to think otherwise as an option to facilitate its IPO in the United States.

The role of the CNMV "is not to question the motivations of business decisions", but rather to ensure that, in this case, in which a reverse merger of the Dutch subsidiary with the parent is being considered so that the former becomes the main , is that investors and shareholders have "complete, correct and understandable" information and that the operation is executed in accordance with the regulations, as stated in his speech at the 'Observatory of Finance' organized by the newspaper El Español.

Buenaventura stressed that the European capital market is "highly integrated" and has "a high level of international openness."

He indicated that 11 foreign companies are listed in Spain and there are three settlement infrastructures that have a license and passport to provide their services to Spanish issuers.

"The stock market in terms of the freedom to choose the place of listing or registration of securities, I am not talking about fiscal or social residences, it is not

fragmented at EU level, quite the contrary,"

said the president of the CNMV, based on the fact that "there are many examples of companies that have their registered office in one country and register and trade their shares in another".

"There is also no fragmentation" in terms of the information requirements of issuers, such as prospectuses, with which he concluded that "it is a mistake to think that companies choose their place of listing based on these parameters because they are identical throughout Europe ".

The president of the CNMV defended that the Spanish stock market is "fully comparable to any other".


Regarding Ferrovial's reasons for locating in the Netherlands and listing there primarily and in Spain secondarily, one of them refers to the limitations that the current situation entails in terms of going public in the United States.

According to Buenaventura, "numerous Spanish and European companies" have listed in the United States through the

ADR mechanism,

through share certificates, and a minority do so through the 'listing', giving shareholders the option to have their titles they can negotiate in another market without there being changes in the shareholding or in the capital, which "requires a certain more or less sophisticated registry connection".

"Both at BME and at the CNMV we are analyzing whether there could be limitations to the use of the 'listing' from Spain to the United States in the way in which the values ​​and registration mechanisms are represented," said Buenaventura.

The president of the CNMV has revealed that they have not received any inquiries from Spanish issuers about the possibility of a 'listing' on the American Stock Exchange, keeping their securities registered in Spain and the case of Ferrovial is "new and unprecedented".

He has also regretted that the reform of the stock market that will be definitively approved this Thursday and that was launched a couple of years ago, "would have been a fantastic opportunity to analyze this issue."

"In the same way that we have proposed to the Government to modify numerous market rules, if this issue were relevant to more issuers, both BME and the CNMV would analyze what changes in their case are necessary," Buenaventura added, stressing that this must be done by analyzing the "actual demand" and will not take "a couple of days" to resolve.

It should be remembered that the reasons given by Ferrovial to the CNMV for its decision refer to the fact that in the Netherlands it would find better financing conditions, greater notoriety and an "optimal" platform for listing in the United States.

Regarding this last point, Ferrovial states in the brochure that "the status of a Dutch listed company will facilitate future admission to trading" in the United States and if it is listed only in Spain it would have to access the American Stock Exchange through ADRs or other indirect formulas and ADRs "are not eligible for access to US stock indices."

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