FERVF Ferrovial SE (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

Date: May 9, 2024

 

Commission File Number: 001-41912

 

 

Ferrovial SE

 

 

Gustav Mahlerplein 61-63

Symphony Towers, 14^th Floor

1082 MS Amsterdam

The Netherlands

Tel: +31 20798 37 02

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x   Form 40-F ¨

 

 

 

EXPLANATORY NOTE

 

On May 9, 2024, Ferrovial SE (the “Company”) issued a press release announcing its interim scrip dividend. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release, dated May 9, 2024 (Scrip Dividend)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Ferrovial SE
Date: May 9, 2024	By:	/s/ Ignacio Madridejos
		Ignacio Madridejos
		Chief Executive Officer

 

 

 

Exhibit 99.1 

 

 

 

FERROVIAL SE ANNOUNCES AN INTERIM SCRIP DIVIDEND

 

Amsterdam, 9 May 2024 – Ferrovial SE ("Ferrovial", Ticker: "FER") declares an interim scrip dividend of 0.3033 EUR per Ferrovial share. The distribution will be payable in cash or shares at the election of Ferrovial's shareholders, against Ferrovial's reserves. There will be no tradeable rights in respect of the scrip dividend.

 

Ferrovial shares will trade ex-dividend as of 20 May 2024 on the Madrid, Barcelona, Bilbao and Valencia stock exchanges (the "Spanish Stock Exchanges"), Euronext Amsterdam, a regulated market of Euronext Amsterdam N.V. ("Euronext Amsterdam") and Nasdaq’s Global Select Market (“Nasdaq”). In compliance with applicable listing requirements, the dividend record date will be 21 May 2024.

 

The number of existing Ferrovial shares entitled to one new Ferrovial share (the "Ratio") will be determined based on the volume weighted average price of all traded Ferrovial shares on the Spanish Stock Exchanges on 3, 4 and 5 June 2024. Ferrovial will calculate the Ratio such that the gross EUR value of dividend in shares will be approximately equal to the gross dividend in cash.

 

The Ratio and the number of new Ferrovial shares to be issued in connection with the scrip dividend will be announced on 19 June 2024.

 

Ferrovial shareholders are given the opportunity to indicate their election between cash and new Ferrovial shares, as of 22 May 2024 until:

  

(1)

5 June 2024 (5:30 pm Central European Summer Time, "CEST"), in relation to Ferrovial shares held through a custodian as a participant in (i) Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. ("Euroclear Nederland"), or (ii) Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal ("Iberclear"); and

 

(2)	5 June 2024 (5:00 pm Eastern Time, "ET"), in relation to Ferrovial shares held through a custodian as a participant in The Depository Trust Company ("DTC"), or as a holder of shares in registered form directly on the share register of Ferrovial ("Registered Form").

 

If no election is made during the relevant election period, an election for a dividend in shares will be deemed to have been made and the dividend will consequently be paid in shares.

 

Distributions in cash, including settlement of share fractions in cash, where applicable, will be made in EUR, other than to Ferrovial shareholders who hold their shares (i) through custodians as participants directly in DTC, or (ii) in Registered Form, who will be paid in USD at the USD/EUR rate as per the BFIX: Bloomberg FX Fixings Frankfurt 2:00 pm fixing of 5 June 2024.

 

 

 

 

Dividends in cash, where applicable, are in principle subject to 15% Dutch dividend withholding tax, which will be deducted from the cash amount to be paid. Dividends in the form of new Ferrovial shares, which will be paid up from Ferrovial's reserves, are in principle subject to Dutch dividend withholding tax, but only in respect of the nominal value of such new shares (which value amounts to EUR 0.01 per share). The Company will bear the Dutch dividend withholding tax in respect of such dividends in the form of Ferrovial shares, which will amount to 17.65% on EUR 0.01 per scrip share. If you are entitled to an exemption from Dutch dividend withholding tax on the cash dividend, please contact your bank or broker to receive the full distribution on the dividend payment date as set out below.

 

In addition, local tax withholding may be applicable depending on the tax residency of the shareholders.

 

Additional information about the tax consequences of the scrip dividend can be found at www.ferrovial.com/en/ir-shareholders/share-information/shareholder-remuneration/flexible-dividend/. Ferrovial shareholders are advised to consult their tax advisors regarding these tax consequences in any relevant jurisdictions, including whether they may be entitled to an exemption from Dutch dividend withholding tax or can credit such tax.

 

Newly issued Ferrovial shares will rank pari passu in all respects with Ferrovial's existing shares.

 

The following timetable applies:

 

20 May 2024	:	Ex-dividend date
21 May 2024	:	Dividend record date
22 May 2024 (9:00 CEST) – 5 June 2024 (5:30 pm CEST)	:	Election period in relation to Ferrovial shares held through a custodian as a participant in Euroclear Nederland or Iberclear
22 May 2024 (9:00 ET) – 5 June 2024 (5:00 pm ET)	:	Election period in relation to Ferrovial shares held through a custodian as a participant in DTC or a holder of shares in Registered Form
19 June 2024	:	Announcement of Ratio and the number of new Ferrovial shares to be issued
From 21 June 2024	:	Dividend payment date in cash and delivery of new Ferrovial shares

 

If relevant changes to the timetable are made, they will be announced to the market.

 

Election facilities will be made available via the bank or broker where Ferrovial shares are administered at the start of trading on 22 May 2024. Ferrovial shareholders are requested to indicate their choice within the election period set forth above, through their bank or broker, or directly as may be appropriate, to:

 

(1)	ING Bank N.V., if you are a holder of shares through a custodian that is a participant in Euroclear Nederland or Iberclear;

 

(2)	DTC, if you are a holder of shares through a custodian that is a participant in DTC; and

 

 

 

(3)	Computershare Trust Company, N.A., in accordance with the election form issued, if you are a holder of shares in Registered Form.

 

Banks and brokers may process the dividend in the default option as agreed upon in their contractual arrangements with Ferrovial shareholders or may set an earlier deadline for the receipt of election instructions from their clients to those detailed above. Ferrovial shareholders should contact their bank or broker to check their default option and timings.

 

Payment of the cash dividend and delivery of new shares, with settlement of fractions in cash, if required, will take place from 21 June 2024 onwards on the basis of share entitlements on the dividend record date.

 

Settlement in cash of fractions, if required, will take place based on the volume weighted average price of all traded Ferrovial shares on the Spanish Stock Exchanges on 3, 4 and 5 June 2024.

 

This document is made available by publication on Ferrovial's website and is the document referred to in article 1 paragraph 4 sub h and article 1 paragraph 5 sub g of the EU Prospectus Regulation (2017/1129). The new Ferrovial shares to be issued as share dividend will be offered and admitted to trading on the Spanish Stock Exchanges, Euronext Amsterdam and Nasdaq without a prospectus. More information on the rights attached to Ferrovial shares can be found at www.ferrovial.com/en/ir-shareholders/corporate-governance/rules-of-organization/ and more information about Ferrovial can be found at www.ferrovial.com/en/ir-shareholders/.

 

About Ferrovial

 

Ferrovial, a leading global infrastructure operator, is committed to developing sustainable solutions. The Company operates in more than 15 countries and has a workforce of over 24,000 worldwide. Ferrovial is triple listed on Euronext Amsterdam, the Spanish Stock Exchanges and Nasdaq and is a member of Spain’s blue-chip IBEX 35 index. It is part of the Dow Jones Sustainability Index and FTSE4Good, and all its operations are conducted in compliance with the principles of the UN Global Compact, which the Company adopted in 2002.

 

 

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