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Ferrovial Netherlands B.V. - Tender Offer - Results

FERROVIAL, SE (“FERROVIAL”, the “Parent” or the “Guarantor”) announces results of Tender Offer for Securities

27 JUNE 2023


Full announcement including disclaimers and offer restrictions available via Euronext (Source: Ferrovial Netherlands B.V.)


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"Announcement of Results


Following the expiration of the Tender Offer at 17:00 hours (CET) on 26 June 2023, the Offeror announces that it has received valid Offers to Sell pursuant to the Tender Offer in respect of 2 €471,443,000 in aggregate principal amount of Securities. The Offeror hereby further announces that it has accepted all valid Offers to Sell pursuant to the Tender Offer, and consequently, has accepted for purchase €471,443,000 in aggregate principal amount of Securities.


The final results are set out below:


Offeror’s right to redeem outstanding Securities pursuant to the Substantial Purchase Event set out in the Conditions


As the Substantial Purchase Event (as defined in the Conditions of the Securities and being in the event that at least 80% of the aggregate principal amount of the Securities issued on its issue date has been purchased by or on behalf of the Offeror and has been cancelled) is expected to occur, the Offeror intends to exercise its option to redeem all of the outstanding Securities after the Settlement Date (as defined in Conditions of the Securities).


Settlement


As set forth in the Tender Offer Memorandum, settlement is due to take place on or about 30 June 2023 (the “Settlement Date”). On the Settlement Date, the Offeror will pay, or procure the payment of, the corresponding Purchase Price Payments and Accrued Interest Payments to all Securityholders whose Offers to Sell have been validly made and validly accepted by the Offeror pursuant to the terms and conditions of the Tender Offer, subject to receipt of the relevant Securities."


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Ferrovial Netherlands B.V. launches cash Tender Offer

13 JUNE 2023


Full announcement including disclaimers and offer restrictions available via Euronext (Source: Ferrovial Netherlands B.V.)


"Ferrovial Netherlands B.V. (the “Offeror”), a subsidiary of the Guarantor, hereby announces its invitation to holders of its outstanding €500,000,000 Undated 5.5 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (ISIN: XS1716927766) (the “Securities”) guaranteed by the Parent, to submit offers to sell (the “Offers to Sell”) any or all of the Securities to the Offeror (the “Tender Offer”)."


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"Rationale for the Tender Offer


The dissolution of Ferrovial, S.A. has taken place further to the reverse merger with Ferrovial International SE becoming effective on 16 June 2023. In light of this announcement, and as stated by Ferrovial, S.A. in their management report for the year ended 31 December 2022, following the reverse merger the Securities are expected to be repurchased. The Tender Offer provides Securityholders with the opportunity to sell their Securities at the Purchase Price. The Offeror will also pay Accrued Interest in respect of Securities validly tendered and delivered and accepted for purchase. Securities repurchased by the Offeror pursuant to the Tender Offer will be cancelled and will not be re-issued or sold."

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