AddressCross-border merger by absorption (the "Merger") between Ferrovial, S.A. and Ferrovial International SE. THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER, THE "MATERIALS") PUBLISHED BY FERROVIAL, S.A. (THE "COMPANY" AND, TOGETHER WITH ITS SUBSIDIARIES, THE "GROUP") RELATING TO THE MERGER. THE INFORMATION IS BEING MADE AVAILABLE FOR INFORMATION PURPOSES ONLY.
THESE MATERIALS ARE NOT DIRECTED AT, ARE NOT FOR RELEASE, PUBLICATION, DISTRIBUTION, FORWARDING OR TRANSMISSION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO OR ARE OTHERWISE ACCESSIBLE BY PERSONS LOCATED IN ANY JURISDICTION WHERE THE PUBLICATION OR DISTRIBUTION OF THESE MATERIALS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENSING WITHIN SUCH JURISDICTION. Please read this notice carefully – it applies to all persons who view this webpage. The materials speak only at the date of the relevant document or announcement and the Group has, and accepts, no responsibility or duty to update any information (other than to the extent such duty arises as a matter of law or regulation).
The materials have been prepared for information purposes only and do not constitute or form part of an offer to sell or issue, or the solicitation of an offer to buy, subscribe for or acquire any securities mentioned in the materials. None of the materials constitute a prospectus in accordance with Regulation (EU) 2017/1129. Ferrovial International SE is expected to prepare a prospectus in connection with the admission to listing and trading of the Ferrovial International SE shares (the “Shares”) on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges and on Euronext Amsterdam, which will be submitted for approval to the Dutch Authority for the Financial Markets and published on the Group's website.
None of the materials are an offer of securities for sale in the United States. Any securities referred to in these materials have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or under the securities laws of any state or other jurisdiction of the United
States. The Shares may only be distributed in (i) "offshore transactions" as defined in, and in accordance with, Regulation S ("Regulation S'') under the U.S. Securities Act, or
(ii) within the United States, only to “qualified institutional buyers”, as defined in Rule 144A under the U.S. Securities Act ("Rule 144A'') in reliance on Section 4(a)(2) under the U.S. Securities Act and/or in reliance on another exemption from the registration requirements of the U.S. Securities Act. The materials are only directed at holders of the Company’s shares who are either
(i) “qualified institutional buyers” as defined in Rule 144A or (ii) if outside the United States, a non-U.S. person (as defined in Regulation S) that may lawfully participate in the Merger in compliance with applicable laws of applicable jurisdictions.
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