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Ferrovial Services Australia Pty Ltd has submitted a takeover offer for all the issued shares in the Australian based company Broadspectrum Ltd (formerly, Transfield Services Ltd).

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Published on 12/06/2015

Transmissions and purchases of capital undertakings

Pursuant to article 228 of the Securities Market Act, FERROVIAL, S.A. (the Company, or FERROVIAL), hereby communicates the following:

REGULATORY DISCLOSURE

Ferrovial Services Australia Pty Ltd (“Ferrovial Services”), a company wholly owned, indirectly, by Ferrovial, S.A., has submitted a takeover offer for all the issued shares in the Australian based company Broadspectrum Ltd (formerly, Transfield Services Ltd, “Broadspectrum”) at the Australian Securities Market, for a cash price of 1.35 Australian dollars per share. The total price to be paid for 100% of the share capital is about 715 million Australian dollars (approximately 490 million euros).

The offer is subject to the acquisition of a minimum percentage of 50.01% of the shares representing the share capital of Broadspectrum and other customary conditions, among which is approval by the Australian Treasury, because of the standing of Ferrovial as a foreign investor. The offer is not subject to the obtainment of external financing.

A press statement is attached.

Madrid, 6 December 2015

Santiago Ortiz Vaamonde

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

Ferrovial submits takeover offer for 100% of the shares in Australian company Broadspectrum

  • All cash takeover of A$1.35 per share.
  • The offer represents a premium of 59% to the last closing price of Broadspectrum shares
  • Broadspectrum achieved revenues of A$3,800 million and EBITDA of A$265 million. The company employs more than 25,000 people.

Madrid, 06/12/2015.- Ferrovial, through Ferrovial Services, has announced today that it has submitted a takeover offer for all the issued shares in the Australian based company Broadspectrum (formerly known as Transfield Services) for A$1.35 per share, which implies an investment of A$715 million (approximately EUR490 million). Broadspectrum achieved in its financial year 2015 (ending in June) revenues of A$3,800 million and EBITDA of A$265 million. The company currently employs more than 25,000 people.

Ferrovial Services believes the proposal represents a compelling proposition for Broadspectrum’s shareholders providing the certainty of cash and a premium to recent trading levels. The offer represents a premium of 59% to the last closing price of Broadspectrum shares prior to the announcement date. The proposal would also provide substantial benefits to employees and customers by joining a leading international services group.

If successful, the acquisition would support Ferrovial Services’ entry into the Australian market by integrating a large services company with a significant platform across various segments. Broadspectrum operates in Australia and other countries like USA, Canada and Chile, and in energy, mining, telecommunications and infrastructure maintenance markets.

The offer will be subject to a final 50.01% minimum acceptance, foreign investors approval by Australian authorities and other limited conditions. The all-cash offer is not subject to any financial condition. The proposed acquisition has not been considered by the Broadspectrum Board and there is no guarantee the transaction will be successful.

About Ferrovial

Ferrovial is one of the largest global infrastructure operators and city services managers, and is committed to developing sustainable solutions. The company has 69,000 employees and a presence in more than 25 countries. Ferrovial activities focus on four business lines: Services, Highways, Construction and Airports. Ferrovial is listed on the Madrid Stock Exchange and is included in several prestigious sustainability indexes, including the Dow Jones Sustainability Index and the FTSE4Good.

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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