Grupo Agbar and Grupo Ferrovial, in compliance with article 82 of the Securities Market Law (Ley de Mercado de Valores), hereby notify the Comisión Nacional del Mercado de Valores of the following
SIGNIFICANT DISCLOSURE
The Agbar, Suez and Ferrovial Groups have reached an agreement for the sale of the solid waste businesses of the first two groups in Spain and Portugal. The buyer is Ferrovial Servicios, S.A. (Ferroser), a wholly-owned subsidiary of Grupo Ferrovial, S.A.
Suez Group maintains its 50% stake in Ecocat, a leading processor of special industrial waste.
Following this transaction, Ferrovial will own 100% of Cespa, S.A., the company which controls the aforementioned solid waste business, and 50% of Ecocat.
The price set initially for the entire transaction is 514.5 million euros, pending adjustment based on the time the shares are actually transferred. Also, an amount of 33 million euros is earmarked for the sellers for undistributed dividends to which will be added the earnings generated this year until the date of completion of the sale. The transaction is naturally subject to review by the Competition authorities.
The agreement meets the expectations and is in line with the strategies of each of the Groups involved, all of which express their satisfaction with the operation.
Cespa is Spains second-largest company in the municipal cleaning and solid waste business and the leading industrial waste management company. In 2002, the Cespa Group obtained 590 million euros in revenues and had 149 million euros in equity. It serves 444 cities and towns with a total population of 12.5 million people. It has a total of 4,122 vehicles and manages 29 industrial landfills with a total capacity of 24 million cubic metres.
The Ferrovial Group includes leading companies in the field of construction, property development and infrastructure development and operation (toll roads, airports and car parks).
In 2002, the Group reported 5,040.2 million euros in revenues, its equity totalled 1,494.6 million euros and it obtained 455.8 million euros in net profit.
With the acquisition of Cespa and Ecocat, Ferrovial consolidates its growth strategy in the services sector by becoming one of the leading solid waste collection and management companies. Ferroser is already active in the fields of infrastructure maintenance and facility management, where its recent acquisition, UK company Amey, also operates.
Agbar, a diversified services group.
The Agbar Group focuses on community services and, following this transaction, it will continue to be the leading player in comprehensive water management, health insurance and certification.
In 2002, the Agbar Groups consolidated operating revenues totalled 2,673.51 million euros and its consolidated equity totalled 972.47 million euros. The Agbar Groups aggregate operating revenues in 2002, obtained through the over 200 companies in the group, amounted to 3,592.18 million euros.
José Vila Bassas José Mª Pérez Tremps
General Manager of Corporate Management Director Company Secretary
and Secretary General GRUPO FERROVIAL
GRUPO AGBAR
