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, 14th 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 regarding the listing of its ordinary shares on Nasdaq’s Global Select Market. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
EXHIBIT INDEX
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
INTERNATIONALIZATION, STRATEGY, LISTING
Ferrovial
Begins Trading on Nasdaq Under Symbol “FER”
| · | As
of today, Ferrovial shares will trade simultaneously in the U.S., the Netherlands and Spain |
| · | The
U.S. listing represents a key step in Ferrovial’s internationalization process and
plans for growth in North America |
AMSTERDAM, May 9,
2024 – Ferrovial SE (“Ferrovial” or the “Company”), one of the world’s leading infrastructure
companies, is pleased to announce that the U.S. Securities and Exchange Commission (“SEC”) declared its registration statement
on Form 20-F effective on May 8. Ferrovial’s ordinary shares will begin trading on the Nasdaq Global Select Market (“Nasdaq”)
at the opening of the US market today under the ticker symbol “FER”.
Upon commencement
of trading, Ferrovial will become the first company in the IBEX 35 index to list its ordinary shares on Nasdaq. The Company has been
present in the U.S. for over twenty years, building a substantial portfolio of infrastructure assets.
The Company’s ordinary
shares will continue to be listed and traded, under the ticker symbol “FER”, in Spain and in the Netherlands. The Company
also notes that no shares are being offered as part of the additional U.S. listing.
The admission to
trading of Ferrovial’s ordinary shares in the U.S. represents a key step in the Company’s internationalization process and its
growth commitment in North America. Ferrovial believes that this milestone will highlight the value of its assets and projects to U.S.
investors with an interest in the infrastructure sector.
Share buyback program
Following the Company’s
Nasdaq listing, the Company’s share buyback program announced on April 11, 2024 will be extended to the U.S. markets. The
total maximum net investment under the program is EUR 500 million and the total number of shares repurchased may not exceed 37,000,000.
The program’s duration is from May 2, 2024 to December 31, 2024, without prejudice of any extensions by the Company in
view of the prevailing circumstances and such extensions being in the interest of the Company and its shareholders. The Company reserves
the right to terminate the program prior to its expiry date if it has either acquired shares under the program for a price that reaches
the maximum investment amount or acquired the maximum number of shares authorized by such termination date, or due to any other advisable
circumstances. As of May 8, 2024, the Company acquired 600,000 shares under the share buy-back program, representing an aggregate
net investment of EUR 20,947,283.78.
Repurchases in
the U.S. markets under the program may be made in the open market or otherwise, with the amount and timing depending on market conditions
and corporate needs. Open market repurchases will be structured to occur in accordance with applicable U.S. federal securities laws,
including within the requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The program does not obligate
the Company to acquire any particular amount of its common stock, and may be modified, suspended or terminated at any time at the discretion
of the Company.
About Ferrovial
Ferrovial is one
of the world’s leading infrastructure companies. 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.
Forward-looking
Statements
This press release
contains forward-looking statements, which include statements with respect to the Company’s planned listing on Nasdaq, including
the expected timing thereof, our business, and other non-historical statements. Forward-looking statements are typically identified by
words or phrases, such as “about,” “believe,” “expect,” “plan,” “goal,” “target,”
“strategy,” and similar expressions or future or conditional verbs such as “may,” “will,” “should,”
“would,” and “could.” Forward-looking statements are based on our current estimates or expectations of future
events or future results and are subject to risks and uncertainties and actual results could differ materially from those indicated by
these statements. Ferrovial’s registration statement on Form 20-F, publicly filed with the SEC on April 29, 2024, including
the section captioned “Risk Factors,” contains additional information about factors that could affect actual results, including
risks relating to our industry, business operations, financing and liquidity, regulation and other risks described in the registration
statement. The forward-looking statements included in this press release are made and based on information available at the time of the
release, and the Company assumes no obligation to update any forward-looking statement.
The information,
opinions, and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
Find out more information:
Corporate Communications |
North America |
Investor Relations |
newsroom.ferrovial.com |
Rebecca Rountree |
+34 91 586 25 65 (Spain) |
@ferrovial |
+1 512 568 5015 |
+31 20 798 3724 (Netherlands) |
@ferrovial_es |
rrountree@ferrovial.com |
ir@ferrovial.com |
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Europe |
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|
Isabel Muñoz |
|
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+34 660528832 |
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mimunoz@ferrovial.com |
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