MADRID Ferrovial's decision to move its holding company to the Netherlands to try to speed up a U.S. listing could have an adverse impact on its brand in Spain, the company said in a document published on Thursday.
The Spanish construction giant, which is expected to complete a dual listing in Amsterdam and Madrid on Friday, also acknowledged that any potential shareholder gains from the move could be subject to taxes, the company said in a prospectus for the Dutch listing published on its website.
The operation "could potentially have a negative impact on its brand in Spain, which, in turn, could have a material adverse effect on the group's competitive position," it said.
Ferrovial had said transferring its holding from Spain to Amsterdam, where it had a subsidiary could expedite its application for a U.S. listing at the end of the year to increase liquidity and access to financing in its largest market.
The reverse merger, under which its Dutch subsidiary Ferrovial International SE (FISE) has absorbed holding company Ferrovial, was fully completed on Thursday.
In the website prospectus, Ferrovial said Spanish tax authorities could decide the merger falls outside a special tax regime for holding companies that allows dividends and capital gains from the transfer of shares from subsidiaries to be exempt from taxation.
Chairman Rafael del Pino told investors at the annual general meeting in April that he did not expect an increase in tax because of the operation.
Ferrovial on Thursday had no comment beyond the published document.
The dual listing was approved by a majority of shareholders in April. Proxy advisers, who recommended investors back the deal, warned of the potential risks in March, but the prospectus is the first published comment from the company on the possibility of damage to the brand.
The operation has angered the Spanish government, with Economy Minister Nadia Calvino describing it as "incomprehensible".
(Reporting by Corina Pons; additional reporting by Emma Pinedo; editing by Charlie Devereux, Sharon Singleton and Barbara Lewis)
