Morgan Stanley & Co provides details of the private placement among qualified investors of a stake of 23,000,000 shares of Ferrovial, S.A., representing 3.11% of its share capital.
Published on 11/13/2014
TO THE NATIONAL STOCK MARKETS COMMISSION
Madrid, 13 November 2014
Accelerated placement of shares of Ferrovial, S.A.
In accordance with the provisions of article 82 of Law 24/1988 of 28 July on the Security Markets, and further to the notification of a relevant fact notified yesterday afternoon (with official registration number 213995), we hereby inform you that the private placement among qualified investors of a stake of 23,000,000 shares of Ferrovial, S.A. (the “Shares”), representing 3.11% of its share capital, has been completed by Morgan Stanley & Co. International plc (“MS”) on behalf of Mediobanca, Banca di Credito Finanziario S.p.A. (“Mediobanca”) and together with Mediobanca as joint book runners (MS and Mediobanca, together the “Placement Entities”) (the
The volume of the Placement amounts to a total of EUR 346.15 million, the sale price of the shares subject to the Placement being EUR 15.05 per share.
Morgan Stanley & Co. International plc
This document is not to be released, distributed or published, either directly or indirectly, in whole or in part, into or within the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia), Canada, Australia or Japan, or in any other jurisdiction where the offer referred herein may constitute an infraction of the securities laws of any such jurisdiction.
This relevant fact is published only and exclusively for information purposes and in accordance with the provisions of Law 24/1988 of 28 July on the Securities Market and does not constitute orform part of any offer or solicitation to purchase or subscribe for securities carried out in the United States of America. The offer of the securities described above has not been, and will not be registered, under the US 1933 Securities Act, as amended (the “US Securities Act”), or under the securities laws of any state or other jurisdiction of the United States, or pursuant to the applicable securities laws of Canada, Australia or Japan.
Consequently, the Shares may not be offered or sold in the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia), except pursuant to an exemption from or in a transaction not subject to the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States of America.
There will be no public offer of securities in the United States of America.
Subject to certain exceptions, the Shares may not be offered or sold in Canada, Australia or Japan, nor in any other jurisdiction where this offer may constitute an infraction of the securities laws of the such other jurisdiction, or on the account or for the benefit of any person in the United States of America, Canada, Australia or Japan.
In member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a “Relevant Member State”), this document and any offer if made subsequently is directed exclusively at persons who are ‘qualified investors’ within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (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”), or (ii) who fall within Article 49(2)(a) to (d) ofthe Order, and (iii) to whom it may otherwise lawfully be communicated.
In connection with any offering of the Shares, the Placing Entities and any of their respective affiliates acting as an investor for their own account may take up as a proprietary position any Shares and in that capacity may retain, purchase or sell for their own account such Shares. MS, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting on behalf of Mediobanca and no one else in connection with any offering of the Shares and will not be responsible to any other person for providing the protections afforded to any of its clients or for
providing advice to any other person in relation to any offering of the Shares. Morgan Stanley will not regard any other person as its client in relation to the offering of the Placing Shares.
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