El Gobierno aprueba la 'Ley Ferrovial' para que el Ibex pueda cotizar en Nueva York

The Spanish government has approved a Law on Railways, enabling Ibex-listed companies to trade on the New York Stock Exchange concurrently. This move aims to facilitate simultaneous negotiations of Spanish securities in foreign markets, particularly ahead of the November 29th elections. The decree, drafted by the Ministry of Economy since April, was published in the Official State Bulletin and seeks to address the challenges faced by companies like Ferrovial, which moved its headquarters to the Netherlands in 2023 due to the ease of trading on the New York Stock Exchange.

The main issue previously was the lack of connectivity between Spanish and US depositaries, which complicated the registration of share ownership. To resolve this, the Economy Ministry today adds a new section to Article 34 of the Stock Exchange Law, allowing a central depositary to hold an account for global tracking of a company's shares in a specific issuance, which will be deposited with a local depositary outside the European Union.

This reform theoretically would allow Spanish investors to buy Spanish company shares on the New York Stock Exchange, with the ownership registration also recorded in Iberclear, Spain's stock exchange. Currently, Spanish companies like Santander or Grifols must trade in the US through Depositary Receipts, where a bank vouches for the equivalence of these instruments to Spanish shares.

Telefónica canceled its offering due to high costs and insufficient liquidity in these certificates. The new framework could enable Spanish companies to have their shares listed in New York without leaving Spain. The goal is to facilitate simultaneous trading of Spanish securities in foreign markets without transferring the main registration of the issuance out of Spain.

The reform offers an alternative that allows maintaining a central depositary reference in Spain, even if part of the shares are deposited with a central depositary outside the European Union for trading on another market. The technical account of the Spanish central depositary will be used to track the balance of shares deposited outside the Union, verifying the correct integrity of the issuance.

Although a new government may come to power in Spain, it is unlikely that this legislative change will be revoked. This move could also allow Ferrovial, which faced a significant dispute with Pedro Sánchez over its relocation, to return and continue trading on the Nasdaq in the United States.