Rafael del Pino, Chairman of Ferrovial, increases his investment in the Company Published on 12/11/2014
Please, select your country:
DISCLAIMER – IMPORTANT
THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY [FERROVIAL S.A.] IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS IN THE UNITED STATES, OR PERSONS RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
The materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States (including its territories and possessions, any State of the United States and the District of Columbia), or in any jurisdiction in which such offers or sales are unlawful. Any securities issued in connection with an offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any applicable securities laws of any state, province, territory, county or jurisdiction of the United States. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States.
The materials are only addressed to and directed at persons in member states of the European Economic Area who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended) (“Qualified Investors“). In addition, in the United Kingdom, the materials are being made available only to, and are directed only at, Qualified Investors who are persons 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 (the “Order“) or who are high net worth entities falling within Article 49(2)(a)-(d) of the Order and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons“).
Any investment or investment activity to which the materials relate is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the European Economic Area other than the United Kingdom, and will only be engaged with such persons.
If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage. These materials must not be, released or otherwise forwarded, distributed or sent in or into the United States, or any jurisdiction in which such offers or sales are unlawful. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States.
Confirmation of understanding and acceptance of disclaimer
I warrant that I am not located in the United States (including its territories and possessions, any State of the United States and the District of Columbia) and am not resident or located in or any other jurisdiction where accessing these materials is unlawful, and I agree that I will not transmit or otherwise send any materials contained in this website to any person in the United States or any other territory where to do so would breach applicable local law or regulation.
I have read and understood the disclaimer set out above. I understand that it may affect my rights and I agree to be bound by its terms. I confirm that I am permitted to proceed to electronic versions of the materials.
You have indicated that you are located in the United States. These materials are not intended for, directed at or accessible by persons located in the United States. However, persons located in the United States that make the below certifications can access these materials. Please read the certifications carefully and provide the information requested in order to access these materials. If you cannot make the below certifications, please exit this page.
“We are a “qualified institutional buyer” (a “QIB“) as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act“). Further, if we are acting as a fiduciary or agent for one or more investor accounts, (a) each such account is a QIB, (b) we have investment discretion with respect to each account, and (c) we have full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account.”
“We acknowledge that the materials relate to a transaction that is not subject to, or is only available in the United States pursuant to an exemption from, the registration requirements of the Securities Act.” By clicking “I AGREE” below, you are certifying that the certifications and information provided are accurate and that you would like to access the materials. You agree that the materials you access are for your own use and will not be distributed to any person outside of your organisation.
In accordance with article 82 of Law 24/1988 of 28 July on the Securities Markets, FERROVIAL, S.A. (the Company or FERROVIAL), notifies the following:
The Company hereby discloses the notification received from Rijn Capital B.V., a company whose majority shareholder is the Chairman of the Board of Directors, Rafael del Pino y Calvo-Sotelo, for its immediate release, regarding the accelerated bookbuilt offering of shares of Ferrovial, S.A. announced today by Morgan Stanley & Co. International plc and Mediobanca ‒ Banca di Credito Finanziario S.p.A.
This is brought to your attention for the appropriate purposes.
Madrid, 12 November 2014
Santiago Ortiz Vaamonde
Secretary of the Board of Directors of Ferrovial, S.A.
In accordance with article 82 of Law 24/1988 of 28 July on the Securities Markets, Rijn Capital B.V. (Rijn Capital) notifies the following:
Rijn Capital reports that it has entered into a derivative transaction with Mediobanca ‒ Banca di Credito Finanziario S.p.A. (Mediobanca) consisting of a forward sale of 23 million shares of Ferrovial, S.A. (Ferrovial or the Company), representing 3.11% of the Company’s share capital, the delta hedging of which is being executed by Morgan Stanley & Co. International plc (Morgan Stanley) and Mediobanca acting as joint bookrunners, by means of an accelerated bookbuilt offering of an equivalent number of shares of Ferrovial, previously borrowed by Mediobanca from the market, to institutional and qualified investors announced today.
This transaction represents the forward sale of a substantial portion of the Ferrovial shares indirectly held by a member of the family who is not a director of Ferrovial that Rijn Capital has acquired today.
As a result of these transactions, Rafael del Pino y Calvo-Sotelo increases his indirect investment in Ferrovial’s share capital, while the investment of the remaining members of the Board of Directors of Ferrovial remains unchanged.
Rafael del Pino y Calvo-Sotelo has undertaken vis-à-vis Morgan Stanley on terms and subject to exceptions customary for this type of transactions (including its potential loan to Mediobanca), not to dispose of, and to ensure that neither Rijn Capital nor any other companies controlled by him dispose of, any shares in Ferrovial within 90 days of the date of the transaction.
Amsterdam, 12 November 2014
Meindert de Boer