English
convenience translation of
Spanish
original. In case of discrepancies
between
the Spanish original and the
English
translation, the Spanish original
shall
prevail.
Notice to US
Investors:
The
proposed business combination of Cintra Concesiones de Infraestructuras de
Transporte, S.A. and Grupo Ferrovial, S.A. (the “Merger”) relates to the shares
of a Spanish company. Information distributed in connection with the
proposed Merger and the related shareholder vote is subject to Spanish
disclosure requirements that are different from those of the United States.
Financial statements and financial information included herein, if any, have
been prepared in accordance with Spanish accounting standards that may not be
comparable to the financial statements or financial information of United States
companies.
It
may be difficult for you to enforce your rights and any claim you may have
arising under the U.S. federal securities laws in respect of the Merger, since
the companies are located in Spain and some or all of their officers and
directors may be residents of Spain. You may not be able to sue the companies or
their officers or directors in a Spanish court for violations of the U.S.
securities laws. Finally, it may be difficult to compel the companies and their
affiliates to subject themselves to a U.S. court’s judgment.
You
should be aware that the companies may purchase shares of Grupo Ferrovial, S.A.
otherwise than under the Merger, such as in open market or privately negotiated
purchases in accordance with applicable law.
Ferrovial,
s.a. (the
“Company”),
in accordance with the provisions of article 82 of Law 24/1998, of 28 July, on
the Securities Market (“Ley del Mercado de Valores”), hereby notify the Spanish
Securities Exchange Commission (“Comisión Nacional del Mercado de Valores”) of
the following
REGULATORY
DISCLOSURE
As
notified to this Commission by means of the Regulatory Disclosure (number
117108), on December 3, 2009 the public deed of merger
between the Company and Grupo
Ferrovial, S.A. was
registered at the Commercial Registry.
The absorbing company arising from the merger has ceased to be called
“Cintra
Concesiones de Infraestructuras de Transporte, S.A.” and
will now be called “Ferrovial,
S.A.”.
As
was expected, after the completion of the pertinent liquidation procedures by
iberclear,
the beneficiaries of the exchange already have at their disposal the shares of
the Company delivered in exchange.
As
of today’s date, all of the new shares in the Company proceeding from the
capital increase agreed upon in order to attend to the exchange in the merger,
have been accepted for official trading in the Stock Exchanges of Madrid,
Barcelona, Valencia, and Bilbao, and in the Spanish Stock Exchange
Interconnection System. Furthermore, as of today’s date, the ticker for all the
shares in the Company will be “FER”, thereby replacing the previous
“CIN”
ticker.
In Madrid, on 7
December 2009.
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Ferrovial,
S.A.
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Mr. José
María Pérez Tremps
Secretary
Board member of the Board of
Directors
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