Link Securities | The company announced yesterday the successful placement of non-dilutive convertible bonds with cash settlement for an amount of €400 million, maturing in 5.5 years, until 20 May 2031. The Bonds will bear a fixed annual interest rate of 0.75%, payable semi-annually in arrears on 20 May and 20 November of each year, commencing on 20 May 2026.
The Bonds will be issued at par on or around 20 November 2025, the expected date of settlement and delivery of the Bonds. Unless previously converted, redeemed or repurchased and cancelled, the Bonds will be redeemed at par on 20 May 2031.
The initial conversion price will be set at a premium of 25% over the reference price of the shares. This initial conversion price will be subject to the usual adjustment mechanisms, as set out in the terms and conditions of the Bonds. The reference price of the shares will be determined as the arithmetic mean of the volume-weighted average price (VWAP) of Ferrovial shares, expressed in euros, on the Spanish Stock Exchange Interconnection System, over a period of 10 consecutive trading days beginning on 14 November 2025 (inclusive) and ending on 27 November 2025 (inclusive).
The reference price of the shares, the initial conversion price and the initial conversion ratio will be published at the end of the Share Reference Price Period, through a communication issued by Ferrovial on 27 November 2025. Simultaneously with the issuance of the Bonds, Ferrovial will acquire from one or more financial institutions or their subsidiaries cash-settled call options on the shares, in order to hedge its economic exposure in the event that the conversion rights are exercised by the holders of the Bonds.
In the context of the Bond offering, Ferrovial has entered into a lock-up agreement in relation to the shares and equity-linked securities for a period of 90 calendar days from the Settlement Date, subject to customary exceptions and possible waiver by the Joint Global Coordinators.
