Shareholding changes at Ferrovial

By Sandy Guthrie07 August 2015

Portman Baela, which has been the principal shareholder in Ferrovial, is selling its entire stake in the group to its indirect shareholders.

Ferrovial – the Spanish-based construction, toll roads, services and airport group – said the transaction was part of “the orderly transition” of the second generation of the del Pino family group in the share capital of Ferrovial, which was founded in 1952 by Rafael del Pino y Moreno.

It said the transaction would allow the different family branches, which have until now held the majority of their investment in Ferrovial jointly through Portman Baela, to hold their shares through companies controlled by each of them.

Meanwhile, Ferrovial has reported a rise in first half profits of 59%, thanks to good operating performances by all its divisions – in Spain and internationally.

In construction, it said profitability had been maintained through a disciplined approach to bidding and cost management. It reported an improvement in revenues of 17%, and EBITDA (earnings before interest, taxes, depreciation and amortization) expanded by 29%.

International activity continued to gain in importance, it said, thanks to a good performance by Budimex and contributions from new countries. International business accounted for 78% of revenues and 77% of the backlog.

Ferrovial Agroman ­– the civil engineering, building and industrial project division –performed solidly, with revenues up 24% and EBITDA increasing 19%.

Shareholding

The change in shareholding involves Portman Baela and its parent Karlovy, which are companies whose ultimate shareholders are María, Rafael, Joaquín and Leopoldo del Pino y Calvo-Sotelo.

The transaction will be executed in two moves, the first already completed and the second one to follow soon.

Portman Baela will sell 301,130,509 shares, representing 40.82% of Ferrovial’s share capital to its direct and indirect shareholders – Menosmares, controlled by María del Pino y Calvo-Sotelo; Rijn Capital controlled by Rafael; Soziancor, controlled by Joaquín; and Siemprelara, controlled by Leopoldo.

In addition, Karlovy has sold to the same companies the 18,426 shares in Ferrovial it owned directly.

At the same time, Rijn Capital has delivered to Mediobanca the 23 million shares –3.118% of the share capital of Ferrovial – as a result of a forward sale agreed in November 2014. Mediobanca, on the other hand, will return to Rijn Capital the 4.5 million shares – 0.610% of the share capital in Ferrovial – borrowed from Rijn Capital in the framework of the forward sale.

After these transactions, the shareholding of the del Pino y Calvo-Sotelo family in Ferrovial will stand at María, 8.090%; Rafael, 20.100%; Joaquín, 2.524%; and Leopoldo, 8.296%.

Additionally, María and Joaquín del Pino y Calvo-Sotelo own, jointly and indirectly through Casa Grande de Cartagena, a 1.209% stake in Ferrovial’s share capital.

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