- The shares of Ferrovial SE, the new group parent company resulting from the cross-border merger between Ferrovial, S.A. and its wholly-owned subsidiary Ferrovial International SE, are now listed on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges and on Euronext Amsterdam.
- The shares of Ferrovial SE are expected to be included in the IBEX 35, which the group first joined in July 1999.
- This dual listing on two stock markets is a major milestone in the group’s internationalization process, as part of its goal to strengthen its international profile and align its corporate structure with its growth strategy.
Trading in the shares of Ferrovial SE, the group’s new parent company resulting from the cross-border merger between Ferrovial, S.A. and its wholly-owned subsidiary Ferrovial International SE, has commenced simultaneously in Spain on the Madrid, Barcelona, Bilbao, and Valencia Stock Exchanges and in the Netherlands on Euronext Amsterdam as from 09:00 CET today.
Specifically, Ferrovial SE’s shares are traded under the FER ticker (with international securities identification number, or ISIN, NL0015001FS8) on the Spanish Stock Exchanges and on Euronext Amsterdam. The initial listing price is 28.92 euro, which equals to the closing market price on the last trading day of the shares of Ferrovial, S.A., yesterday. The shares are expected to be included in the IBEX 35, the Spanish stock market’s benchmark index, which Ferrovial S.A. first joined in July 1999. Because of its market capitalization, it would occupy the 11th position within IBEX 35.
The simultaneous listing in Spain and the Netherlands follows the completion of the merger, which became effective today, Friday, June 16 at 00:00 CEST, following the execution of the Dutch deed of merger instrument yesterday.
This dual listing on two stock markets is a major milestone in Ferrovial group’s internationalization process, as part of the internationalization strategy proposed by the Board of Directors of Ferrovial S.A. in late February with the goal of strengthening the group’s international profile and aligning its corporate structure with its future growth, which will be pronouncedly international. The corporate reorganization was submitted to Ferrovial S.A.’s shareholders at its Shareholders’ Meeting on April 13 and was supported by a resounding majority of 93.3% of the votes. Moreover, none of the group’s shareholders exercised their right to withdraw under the terms of the Merger.
In this way, Ferrovial has fulfilled the mandate from its shareholders and is now ready to pursue the next milestone in its internationalization process: its planned listing in the United States, where it has been operating for two decades and where it believes the group has a strong growth potential in the coming years.
Home and host Member State under the Transparency Directive
In accordance with articles 2(1)(i)(i), 20 and 21 of Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (the Transparency Directive), as implemented in Dutch and Spanish law, Ferrovial SE announces that its ‘home Member State’ will be the Netherlands and its ‘host Member State’ will be Spain, and Ferrovial SE will make the corresponding notifications to the AFM and the CNMV, respectively.
The information contained in this press release may not be used as the basis to enter into any contract or agreement and nothing herein constitutes an offer, invitation or recommendation to engage in investment (or disinvestment) in the shares, or any other financial instrument, of Ferrovial SE (the “Company” and, together with its subsidiaries, the “Group”) in the United States, Australia, Japan, Canada, Switzerland and the United Kingdom or any other country where offers, as well as purchase and sale of these shares, is prohibited under applicable legislation.
The distribution of this press release in certain jurisdictions may be restricted by laws and regulations. Consequently, persons to which this press release is distributed must inform themselves about and observe such restrictions. By receiving this press release, the recipient agrees to observe any such restrictions. None of the Company nor any of their respective affiliates, advisors or representatives, nor any of their respective directors, officers, employees or agents, shall bear any liability (in negligence or otherwise) for any loss arising from any use of this press release or its contents, or otherwise in connection herewith, and they do not undertake any obligation to provide the recipients with access to additional information or to update this press release or to correct any inaccuracies in the information contained or referred to herein.
In the United Kingdom (the “UK”), this press release is being distributed only to, and is directed only at, qualified investors within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) (the “UK Prospectus Regulation”) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), and qualified investors falling within Article 49 of the Order, and (ii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). This press release must not be acted on or relied on in the UK by persons who are not Relevant Persons. Any investment or investment activity to which this press release relates is available in the UK only to Relevant Persons, and will be engaged in only with such persons.
For the avoidance of doubt, this press release does not constitute a prospectus in accordance with the Prospectus Regulation or UK Prospectus Regulation.
Notice to US holders
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the proposed transaction, or passed upon the fairness of the proposed transaction, or passed upon the adequacy or accuracy or otherwise of any of the information contained in this press release.
Any securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act. The Company’s shares in connection with the Merger were only be distributed in (i) “offshore transactions” as defined in, and in accordance with, Regulation S
(“Regulation S”) under the U.S. Securities Act, or (ii) within the United States, only to “qualified institutional buyers”, as defined in Rule 144A under the U.S. Securities Act (“Rule 144A”) in reliance on Section 4(a)(2) under the U.S. Securities Act and/or in reliance on another exemption from the registration requirements of the U.S. Securities Act.
This press release may include forward-looking statements. These statements are based on financial projections and estimates as well as their underlying assumptions, statements regarding plans, objectives and expectations, which may refer to estimates regarding, among others, future growth in the different business lines and the global business, market share, financial results and other aspects related to the activity and situation of the Group. Such forward-looking statements do not represent, by their nature, any guarantees of future performance and are subject to risks and uncertainties, and other important factors that could cause actual developments or results to differ from those expressed in these forward-looking statements. Other than in accordance with its legal or regulatory obligations, the Group does not undertake to update or revise any forward-looking statement to reflect any changes in events, conditions or circumstances on which any statement is based.
The information contained in this press release has not been audited, reviewed or verified by the external auditor of the Group. The information contained herein should therefore be considered as a whole and in conjunction with all the other publicly available information regarding the Group.