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Ferrovial announces the approval of treasury stock buy-back Programme for its redemption.

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Published on 02/24/2022

Buy-back programmes, stabilisation and treasury stock

Pursuant to article 227 of the Consolidated Text of the Spanish Securities Market Act (Texto Refundido de la Ley del Mercado de Valores), FERROVIAL, S.A. (the “Company” or “Ferrovial”), reports on the following:

OTHER RELEVANT INFORMATION

The Board of Directors of the Company has resolved to implement a Buy-back Programme of the Company’s own shares (the “Programme“) pursuant to article 5 of Regulation (EU) No 596/2014, of the European Parliament and of the Council, of 16 April 2014, on market abuse, and Commission Delegated Regulation (EU) 2016/1052, of 8 March 2016, supplementing Regulation on market abuse with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures (the “Regulation” and “Delegated Regulation“, respectively).

The Programme will be executed under the following terms:

  • Purpose: to reduce Ferrovial’s share capital, subject to a resolution of the General Shareholders’ Meeting on such terms as it may resolve.
  • Maximum net investment: 500 million euro. In no case may the number of shares to be acquired under the Programme exceed 34 million shares, representing 4.635% approximately of the Ferrovial’s share capital as of the date thereof.
  • Price and volume conditions: the own shares will be acquired in accordance with the conditions of price and volume established in article 3 of Delegated Regulation. With regard to the price, Ferrovial will not purchase shares at a price higher than the higher of the following amounts: (i) the price of the last independent trade; or (ii) the amount corresponding to the highest current independent purchase bid on the trading venue where the purchase is carried out. As regards volume, the Company shall not purchase on any trading day more than 25% of the average daily volume of Ferrovial shares traded on the trading venue on which the purchase is carried out. The average daily volume of the Company’s shares for the purposes of the aforementioned calculation will be based on the average daily volume traded in the twenty (20) trading days preceding the date of every purchase.
  • Duration: the Programme has been authorised for the period from 1 March 2022 to 5 December 2022 (both inclusive), without prejudice that the Board of Directors may extend the date of its duration in view of the prevailing circumstances and in the interest of the Company and its shareholders. In addition, Ferrovial reserves the right to terminate the Programme if, prior to its expiry date, it has acquired shares under the Program for a price that reaches the maximum investment amount of or the maximum number of shares authorised by the Board of Directors, or if any other circumstance makes it advisable to do so.

This Programme shall not commence until the buy-back programme authorised by the Board of Directors of the Company for the delivery of shares in execution of remuneration schemes, also notified to the CNMV as other relevant information with registration number 14,359, has been completed.

Any amendments to the Programme, as well as the share purchase transactions carried out under the Programme, will be disclosed to the Spanish National Securities Market Commission (or any other regulatory authority that, where applicable, should be aware of it) in accordance with article 5 of Regulation and Delegated Regulation. These transactions shall also be published on the Company’s website as set forth in said regulations.

Madrid, 24 February 2022

Santiago Ortiz Vaamonde

Secretary of the Board of Directors of Ferrovial, S.A.

English translation for information purposes only. In the event of discrepancies between the English and the Spanish version, the Spanish version shall prevail.

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