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 announcing its interim scrip dividend. 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
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.
Ferrovial (PK) (USOTC:FERVF)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Ferrovial (PK) (USOTC:FERVF)
Historical Stock Chart
Von Jul 2023 bis Jul 2024