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Share buy-back programme of Ferrovial, S.A. up to a maximum of 25,000,000 shares

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Published on 02/27/2020

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:


The Board of Directors of the Company has resolved to implement a buy-back programme of the Company’s own shares (the “Buy-back Programme”), in accordance with the authorisation granted by the General Shareholders’ Meeting held on 5 April 2017 under item ten of its agenda.

The Buy-back Programme will be carried out 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 (EU) No. 596/2014” and “Delegated Regulation (EU) 2016/1052”, respectively).

The Buy-Back Programme will be executed under the following terms:

  • Purpose: to reduce the share capital of Ferrovial, subject to the prior approval of the General Shareholders’ Meeting called by the Board of Directors on the date hereof, to be held on 16 or 17 April 2020 on first or second call respectively, under the terms agreed by the Shareholders’ Meeting.
  • Maximum net investment: 360 million euros. In no case may the number of shares to be acquired under the Buy-back Programme exceed 20 million shares, representing 3.40% approximately of the share capital of Ferrovial as of the date thereof.
  • Price and volume conditions: the own shares will be purchased in accordance with the conditions of price and volume established in article 3 of Delegated Regulation (EU) 2016/1052. In particular, insofar as the price is concerned, 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 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: it will commence on 10 March 2020 and will remain in force until 4 December 2020 (both days included). Nevertheless, Ferrovial reserves the right to early terminate the Buy-back Programme if, prior to the last effective date, the Company has purchased shares for a purchase price that reaches the amount of the maximum investment or the maximum number of shares authorised by the Board of Directors, or if there is any other circumstance that would advise it.

Any changes to the Buy-back Programme as well as the share purchase transactions completed by virtue thereof, 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 (EU) Nº 596/2014 and Delegated Regulation (EU) 2016/1052. These transactions shall also be published on the Company’s website as set forth in said regulations.

Madrid, 27 February 2020

Santiago Ortiz Vaamonde

Secretary non-Director of the Board of Directors of Ferrovial, S.A.

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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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