Cintra IPO begins after filing the prospectus with CNMV


- The non-binding indicative price range is between 8.24 euros and 8.80 euros per share - That price range implies that Cintra´s market capitalisation is between 3.699 billion euros and 3.950 billion euros and that, after the IPO, it will be between 4.047 billion euros and 4.322 billion euros (before the greenshoe) -The offering totals 186,475,841 shares (before the greenshoe) and represents 37.96% of Cintra´s share capital after the IPO and before the greenshoe. If the greenshoe is exercised, the total number of shares will increase to 205,123,425, representing 40.24% of Cintra´s share capital after the IPO (including the greenshoe) -The offering has four tranches: international institutional (47.50%), Spanish institutional (15%), Spanish retail (37.40%) and employees (0.10%) -After the offering is completed, Ferrovial will own 59.76% of Cintra (62.03% if the greenshoe is exercised) and the rest will be free float. -The acquisition/subscription period will be between 11 and 22 October and the shares are expected to be listed on 27 October 2004 -Cintra´s Board will be composed of eight directors, three of whom will be independent. Cintra will have a Related-Party Transactions Committee, with a majority of independent directors, to monitor relations between Ferrovial and Cintra -Cintra currently manages 16 toll road concessions in Spain, Portugal, Ireland, Canada and Chile, and over 200,000 parking spaces Today, the Comisión Nacional del Mercado de Valores (CNMV) has registered the prospectus for the initial public offering (IPO) of Cintra, one of the worlds largest private-sector transport infrastructure developers. This marks the start of the IPO period, in which investors can start placing orders for shares; the objective is to list Cintra on 27 October 2004. Cintra has applied to be listed on the Madrid, Barcelona, Bilbao and Valencia stock exchanges and be included in the Sistema de Interconexión Bursátil (electronic market). Primary and secondary public offering The size of the secondary public offering is 144,232,314 shares, i.e. 28.29% of Cintra´s share capital after the offering and green shoe. The current shareholders will waive their pre-emptive rights to the new ordinary shares to be offered in a primary public offering. There will be 42,243,527 new ordinary shares, i.e. 8.29% of Cintra´s share capital after the offering (including the greenshoe). If the greenshoe is exercised, the total number of shares will increase by 18,647,584 (3.66% of Cintra´s share capital after the offering).
  No. of shares % of Cintras share capital (before green shoe) % of Cintras share capital after the offering
Secondary public offering 144,232,314 29.37 28.29
Primary public offering 42,243,527 8.60 8.29
Greenshoe 18,647,584 - 3.66
Total 205,123,425 37.97 40.24
Upon completion of the offering (including the greenshoe), the Ferrovial group will own 59.76% of Cintra and the rest (40.24%) will be free float. Price range A non-binding indicative price range between 8.24 euros and 8.80 euros per share has been established to enable investors to submit applications for acquisition/subscription. That price range implies that Cintra´s market capitalisation will be between 3.699 billion euros and 3.950 billion euros before the capital increase for the primary public offering and between 4.047 billion euros and 4.322 billion euros after the capital increase (and before the greenshoe). Tranches The offering has four tranches: - Retail investors resident in Spain (37.40% of the total) - Employees of the Ferrovial group and its subsidiaries (including Cintra and its subsidiaries) resident in Spain (0.10%) - Spanish institutional (15%) - International institutional (47.50%) Indicative schedule The mandate period will start on 11 October and end on 19 October 2004. The mandates can be revoked between the date on which they are made and 22 October 2004. Irrevocable acquisition/subscription requests can be made between 20 and 22 October 2004. The maximum price of the retail tranche will be set on 19 October 2004 and the price of the institutional tranches on 25 October 2004. Mandates and acquisition/subscription requests for the retail tranche must be between 1,500 euros and 60,000 euros. The shares are expected to start trading on 27 October 2004. Board of Directors and Committees The most recent Extraordinary Shareholders´ Meeting of Cintra resolved to set the number of directors at eight, and that the Board will have the following composition on the date of listing:
Director Post Status
Rafael del Pino Chairman Proprietary
Joaquín Ayuso Vice-Chairman Proprietary
Juan Béjar CEO Executive
José Mª Pérez Director Proprietary
Nicolás Villén Director Proprietary
José Fernando Sánchez-Junco Director Independent
Fernando Abril-Martorell Director Independent
Jaime Bergel Director Independent
Lucas Osorio Secretary not a director  
In accordance with the Board of Directors Regulation, an Audit and Control Committee, comprising external directors, and a Related-Party Transactions Committee, comprising a majority of independent directors, will be effective on the date of listing. The latter will monitor the company´s related-party transactions in general and its compliance with the rules established for relations about related-party transactions between Ferrovial and Cintra in particular. Restructuring prior to the offering Before the offering, and conditional upon its consummation, the following restructuring operations will be performed: - Cintra will transfer 13.87% of the 407 ETR concession company (Toronto, Canada) to Macquarie Infrastructure Group (MIG); - Ferrovial Infraestructuras, S.A. will transfer 99.92% of Cintra Aparcamientos, S.A. and 50% of the Ocaña-La Roda toll road concession company to Cintra; - MIG will transfer 7.87% of Cintra to Ferrovial Infraestructuras, S.A. and 4.12% of the share capital that will included in the offering to Cintra. Dividend policy Cintra´s shareholder remuneration policy in the future will foreseeably consist of an annual dividend. It is estimated that the dividend yield will range between 1% and 2%. The Board of Directors will propose the pay-out to the Shareholders´ Meeting depending on the company´s investment opportunities. Cintra, one of the world´s largest private-sector transport infrastructure developers Cintra bids for and manages toll roads in Spain and other countries, and it is one of the world´s largest private-sector road infrastructure developers, with over 1.5 billion euros of committed investment in concession companies. Cintra currently manages 16 toll road concessions (a total of 1,600 kilometres) in Spain, Portugal, Ireland, Chile and Canada. It has a 99-year concession for the 407 ETR (Express Toll Route) in Toronto which, with an overall investment of 2.4 billion euros, is Canada´s largest-ever privatisation and the largest investment in a foreign toll road headed by a Spanish group. Cintra Aparcamientos currently manages over 200,000 parking spaces in 124 cities in Spain, Andorra and Puerto Rico. It operates in all segments of this industry: off-street car park management and operation; parking meters and on-street car park management; and development and sale of residential car parks, as well as the provision of a number of additional services, such as supply and maintenance of control equipment. (This information is not an offer of securities for sale or a solicitation of an offer to purchase securities in the United States. The shares in Cintra (the `Shares`) may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the `Securities Act`)) unless registered under the Securities Act or pursuant to an exemption from such registration. The Shares have not been, nor will be, registered under the Securities Act. Any offer of the Share in the United States will be made by means of a prospectus that will contain detailed information about Cintra and its management, as well as financial statements).


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