The Ferrovial Group launches a Public Offering of Exchange for 6.68% of Ferrovial Agroman

The Ferrovial Group launches a Public Offering of Exchange for 6.68% of Ferrovial Agromán

At its meeting today, the Board of Directors of the Ferrovial Group agreed to formulate a Public Offering of Exchange for Ferrovial Agromán shares, with a view to the acquisition of 15,898,899 shares, representing 6.68% of the share capital of the construction firm. The Ferrovial Group has a direct and indirect- stake of 93.32% in Ferrovial Agromán and thus the bid will only be for the remaining 6.68% of the construction company.

The shareholders subscribing to the Offering will receive new Ferrovial Group shares. The swap equation, agreed by the Board of Directors of the Ferrovial Group, is of 12 Ferrovial Agromán shares for 5 new Ferrovial Group shares (2.4 to 1). This equation, established in consultation with Banco Santander de Negocios, makes the swap more favorable for Ferrovial Agromán shareholders than the equation based on the quotations of the two companies, both at todays close (2.51 to 1) and using the average of the last two months (2.56 to 1) or the average since 5 May (2.61 to 1), the first day of trading for the Ferrovial Group.

Favoring integration

The object of the Offering is to enable the minority shareholders of Ferrovial Agromán to move into the Ferrovial Group, after the effects produced by the operations conducted by the Ferrovial Group this year: the Public Offering and Subscription of Ferrovial Group shares and the integration of Ferrovial and Agrománs construction businesses in the new Ferrovial Agromán.

The Offering provides a response to these changes in the structure of the Group and enables the shareholders of Ferrovial Agromán, which only engages in construction businesses, to replace their investment with an investment in the Ferrovial Group, which has a strong presence in other areas of business, such as infrastructure concessions, real estate development, services and telecommunications.

Thus, investing in the Groups controlling company implies having a share in the profits of all the businesses conducted by the Ferrovial Group and not only in the activities related to construction, which are concentrated at Ferrovial Agromán. Moreover, the Ferrovial Group shares have greater trading capacity in the stock market, which implies that the liquidity of the shareholders investment also increases.

Rights issue at the Ferrovial Group

The Ferrovial Group will increase its share capital to an amount sufficient to cover the acceptances formulated by investors in the Offering. The Board of Directors of the Ferrovial Group will execute this rights issue agreement once the result of the Offering is known and, with it, the number of shares to be issued for allotment to subscribers to the Offering.

Taking into account the swap equation approved, the maximum amount of the Ferrovial Groups rights issue will be 6,624,542 shares, which would represent 4.86% of present capital. This rights issue is exclusively directed at the shareholders of Ferrovial Agromán.

The new shares, which will be delivered to the Ferrovial Agromán shareholders subscribing to the Offering, will have economic rights as from 1 January 1999. The Board of Directors of the Ferrovial Group will deliberate and take a decision about a possible dividend payment charged to this years profits, once the Offering and the rights issue have been completed: this dividend will be enjoyed by shareholders subscribing to the Offering.