Budimex.pl

Current report no 75 / 2019

Date: December 17, 2019 1:48 PM

Restructuring at the Ferrovial Group - notification pursuant to art. 69 of the Public Offering Act

The Management Board of Budimex SA pursuant to article 70.1 of the act of 29 July 2005 on public offering and the conditions governing the introduction of financial instruments to organized trading and on public companies, publishes the notification received from Ferrovial Agroman International SE. Below is the notification whose content indicates the technical nature of the changes:

 

On behalf of Ferrovial Agroman International SE (previously Ferrovial Agroman International ltd.) pursuant to article 69.1.1 and article 69a.1.3 of the act of 29 July 2005 on public offering and the conditions governing the introduction of financial instruments to organized trading and on public companies (“POA”), we hereby notify that on 16 December 2019, after the closing of the market:

 

Our fully owned subsidiary Valivala Holdings B.V (the disappearing company) which held 55.14% of the shares of Budimex S.A. (the “Company”) merged into Ferrovial Agroman International SE (the surviving company) with effective date on 17 December 2019. from a legal point of view, the merger results in the surviving company acquiring all the assets and liabilities of the disappearing company and the disappearing company ceasing to exist.

 

This transaction did not entail any variation on our strategy in respect of the company, where Ferrovial, S.A., through its fully owned indirect subsidiary, Ferrovial Agroman International SE intends to remain as the controlling shareholder.

 

1. Number of shares possessed (through Valivala Holdings B.V. prior to merger into Ferrovial Agroman International SE and its percentage share in share capital (the same for number of votes):

14.078.159 shares.

55,14% share capital.

14.078.159 votes.

55,14% share in total number of votes.

 

2. Current number of shares and its percentage share in share capital (the same for number of votes):

14.078.159 shares.

55,14% share capital.

14.078.159 votes.

55,14% share in total number of votes.

 

3. Companies of Ferrovial, S.A. that are in possession of company’s shares: only the above-mentioned Ferrovial Agroman international se, remains as holder of the 55,14% share in total number of votes.

 

4. Information about third party with which the shareholder entered into an agreement on the transfer of right to exercise voting rights - none.

 

5. Number of votes from shares calculated in accordance with art 69b.2 of the POA to acquisition of which is entitled or obliged as a holder of financial instruments, referred to in art. 69b.1 p.1 of the POA, as well as financial instruments referred to in art. 69b.1. p.2  that are not settled in cash, type or name of such financial instruments, date of their expiry and date or deadline by which the acquisition of shares may or will occur: none.

 

6. Number of votes from shares, calculated in accordance with art. 69b. 3 of the POA, to which directly or indirectly the financial instruments referred to in art. 69b1 p.2 of the POA are referenced, type and name of the financial instruments and a date of their expiry: none.  

 

7. Total number of votes according to point 2, 5 and 6 and its percentage share in the total number of votes: before change- Ferrovial Agroman International SE indirectly held above – mentioned 14.078.159 votes constituting 55,14 % share in total number of votes, after change Ferrovial Agroman International SE directly holds 14.078.159 votes constituting 55,14% share in total number of votes.

 

File with notification.

 

Shareholders
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Shareholdership structure as on 17.05.2019

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